Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-40698 | ||
Entity Registrant Name | CADRE HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 38-3873146 | ||
Entity Address, Address Line One | 13386 International Parkway | ||
Entity Address, City or Town | Jacksonville | ||
Entity Address State Or Province | FL | ||
Entity Address, Postal Zip Code | 32218 | ||
City Area Code | 904 | ||
Local Phone Number | 741-5400 | ||
Title of 12(b) Security | Common Stock, $0.0001 Par Value per Share | ||
Trading Symbol | CDRE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 34,383,350 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Jacksonville, Florida | ||
Entity Central Index Key | 0001860543 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
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 |
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 |
Commitments and contingencies (Note 13) | ||
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Property and equipment, accumulated depreciation and amortization | $ 37,171 | $ 33,643 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 34,383,350 | 27,483,350 |
Common stock, shares outstanding | 34,383,350 | 27,483,350 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations and Comprehensive Income | ||
Net sales | $ 427,288 | $ 404,642 |
Cost of goods sold | 256,598 | 251,704 |
Gross profit | 170,690 | 152,938 |
Operating expenses | ||
Selling, general and administrative | 114,962 | 106,627 |
Restructuring and transaction costs | 3,430 | 5,822 |
Related party expense | 579 | 1,635 |
Other general expense (income) | (10,950) | |
Total operating expenses | 118,971 | 103,134 |
Operating income | 51,719 | 49,804 |
Other expense | ||
Interest expense | (16,425) | (24,388) |
Loss on extinguishment of debt | (15,155) | (200) |
Other (expense) income, net | (947) | 2,659 |
Total other expense, net | (32,527) | (21,929) |
Income before benefit for income taxes | 19,192 | 27,875 |
(Provision) benefit for income taxes | (6,531) | 10,578 |
Net income | $ 12,661 | $ 38,453 |
Net income per share: | ||
Basic | $ 0.44 | $ 1.40 |
Diluted | $ 0.44 | $ 1.40 |
Weighted average shares outstanding: | ||
Basic | 28,598,692 | 27,483,350 |
Diluted | 28,598,692 | 27,483,350 |
Net income | $ 12,661 | $ 38,453 |
Other comprehensive income: | ||
Unrealized holding gains, net of tax(1) | 767 | |
Reclassification adjustments for gains included in net income, net of tax(2) | 146 | |
Total unrealized gains on interest rate swaps, net of tax | 913 | |
Foreign currency translation adjustments, net of tax(3) | 30 | 420 |
Other comprehensive (loss) income | 943 | 420 |
Comprehensive income, net of tax | $ 13,604 | $ 38,873 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations and Comprehensive Income | ||
Unrealized holding gains, net of tax expense | $ 256 | |
Reclassification adjustments for gains included in net of income tax expense | 49 | |
Foreign currency translation adjustments, net of tax expense | $ 24 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ 3 | $ 48,670 | $ (3,280) | $ (75,415) | $ (30,022) |
Balance at the beginning (in shares) at Dec. 31, 2019 | 27,483,350 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 38,453 | 38,453 | |||
Foreign currency translation adjustments, net of tax(3) | 420 | 420 | |||
Balance at the end at Dec. 31, 2020 | $ 3 | 48,670 | (2,860) | (36,962) | $ 8,851 |
Balance at the end (in shares) at Dec. 31, 2020 | 27,483,350 | 27,483,350 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 12,661 | $ 12,661 | |||
Issuance of common shares in initial public offering, net of underwriter discounts and issuance costs | 78,581 | 78,581 | |||
Issuance of common shares in initial public offering, net of underwriter discounts and issuance costs (In Shares) | 6,900,000 | ||||
Stock-based compensation | 355 | 355 | |||
Foreign currency translation adjustments, net of tax(3) | 30 | 30 | |||
Change in fair value of derivative instruments | 913 | 913 | |||
Dividends declared | (12,751) | (12,751) | |||
Balance at the end at Dec. 31, 2021 | $ 3 | $ 127,606 | $ (1,917) | $ (37,052) | $ 88,640 |
Balance at the end (in shares) at Dec. 31, 2021 | 34,383,350 | 34,383,350 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 1. SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Basis of Presentation Cadre Holdings, Inc., D/B/A The Safariland Group (the “Company”, “Cadre”, “we”, “us”, and “our”), a Delaware corporation, began operations on April 12, 2012. The Company, headquartered in Jacksonville, Florida, is a global leader in manufacturing and distributing safety and survivability products and other related products for the law enforcement, first responder and military markets. The business operates through 14 manufacturing plants within the U.S., Mexico, Canada, the United Kingdom, Italy and Lithuania, and sells its products worldwide through its direct sales force, distribution channel and distribution partners, online stores, and third-party resellers. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” or “U.S. GAAP”) and include the accounts of Cadre Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Stock Split In July 2021, the Company effected a 50-for-1 Emerging Growth Company We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, presenting only two years of audited financial statements, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation, and an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or golden parachute arrangements. In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates. Use of Estimates The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Fair Value Measurements The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, measurements. This guidance also establishes the following three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability on the measurement date: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Unobservable inputs that reflect assumptions about what market participants would use in pricing assets or liabilities based on the best information available. The Company’s financial instruments consist principally of cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, income tax payable and debt. The carrying amounts of certain of these financial instruments, including cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and income tax payable approximate their current fair value due to the relatively short-term nature of these accounts. Cash and Cash Equivalents Included in cash and cash equivalents are deposits with banks, cash on hand in stores, and amounts due from credit card transactions. We have no restrictions on our cash and cash equivalents. Accounts Receivable Trade accounts receivable consists of amounts owed to the Company and is stated net of allowances. The Company’s outstanding accounts receivable balances are exposed to credit risk and valuation allowances are established for estimated losses resulting from non-collection of outstanding amounts due from customers. The Company establishes a reserve for estimated doubtful accounts based on the aging of its receivable balances and collection history. In addition, specific reserves are established for customer accounts as known collection problems occur due to insolvency, disputes, or other collection issues. The amounts of these specific reserves are estimated by management based on the customer’s financial position, the age of the customer’s receivables and the reasons for any disputes. The allowance for doubtful accounts is reduced by any write-off of uncollectible customer accounts. Inventories Inventories are stated at the lower of cost using the first-in, first-out method (“FIFO”) or net realizable value. Elements of cost in the Company’s manufactured inventories generally include raw materials, direct labor, indirect labor, manufacturing overhead and freight-in. The Company periodically reviews its inventories considering sales forecasts and historical experience to identify excess, close-out, or slow-moving items and makes provisions as necessary to properly reflect inventory value at the lower of cost or net realizable value. Assets Held for Sale An asset is considered to be held for sale when all of the following criteria are met: (i) management commits to a plan to sell the asset; (ii) it is unlikely that the disposal plan will be significantly modified or discontinued; (iii) the asset is available for immediate sale in its present condition; (iv) actions required to complete the sale of the asset have been initiated; (v) sale of the asset is probable and the completed sale is expected to occur within one year; and (vi) the asset is actively being marketed for sale at a price that is reasonable given its current market value. A long-lived asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. A long-lived asset is not depreciated or amortized while it is classified as held for sale. Property and Equipment Property and equipment, including those acquired under capital lease agreements, is stated at cost less accumulated depreciation and amortization, except for assets acquired using acquisition accounting, which are initially recorded at fair value. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and improvements 5 to 39 years Furniture and fixtures 2 to 10 years Computer hardware and software 3 to 5 years Machinery and equipment 3 to 8 years Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the life of the lease. Major replacements, which extend the useful lives of property and equipment, are capitalized and depreciated over the remaining useful life of the asset. Normal repair and maintenance items are expensed as incurred. The recoverability of the carrying amount of property and equipment is assessed when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If it is determined that the carrying amount of an asset or asset group is not recoverable based upon expected undiscounted future cash flows of the asset or asset group, an impairment loss equal to the excess of the carrying amount over the estimated fair value of the asset or asset group is recorded. Goodwill and Other Intangible Assets The Company classifies intangible assets into three categories: i) intangible assets with definite lives subject to amortization, ii) intangible assets with indefinite lives not subject to amortization and iii) goodwill. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized on a straight-line basis over their useful lives. The Company tests goodwill and intangible assets determined to have indefinite useful lives for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. The Company performs these annual impairment tests as of October 31 st In evaluating goodwill for impairment, qualitative factors are considered to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of these qualitative factors may include macroeconomic conditions, industry and market considerations, a change in financial performance, or entity-specific events. If, through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, the Company performs a two-step goodwill impairment test. The first step involves a comparison of the fair value of a reporting unit to its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process is performed, which compares the implied value of the reporting unit goodwill with the carrying value of the goodwill of that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The Company determines the fair value of reporting units based on a combination of the income approach and market approach, weighted based on the circumstances. Under the income approach, the discounted cash flow model determines fair value based on the present value of projected cash flows over a specific projection period and a residual value related to future cash flows beyond the projection period. Both values are discounted using a rate that reflects the Company’s best estimate of the weighted average cost of capital of a market participant and is adjusted for appropriate risk factors. The Company performs sensitivity tests with respect to growth rates and discount rates used in the income approach. Under the market approach, valuation multiples are derived based on a selection of comparable companies and acquisition transactions and applied to projected operating data for each reporting unit to arrive at an indication of fair value. Other Intangible Assets For indefinite-lived intangible assets other than goodwill, the impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The Company tests definite-lived intangible assets for recoverability when changes in circumstances indicate the carrying value may not be recoverable. Events that trigger a test for recoverability include: ● material adverse changes in projected revenues and expenses; ● significant underperformance relative to historical and projected future operating results; ● significant negative industry or economic trends; and, ● a significant adverse change in the manner in which an asset group is used or in its physical condition. Future adverse changes in these or other unforeseeable factors could result in an impairment charge that could materially impact future results of operations and financial position in the reporting period identified. When a triggering event occurs, a test for recoverability is performed by comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on a discounted cash flow method. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. When an impairment loss is recognized for assets to be held and used, the adjusted carrying amount of those assets is depreciated over their remaining useful life. For the periods presented, the Company has not recorded any impairments of long-lived assets. Accounts Payable Accounts payable represents amounts owed by us to third parties at the end of the period. Accounts payable includes $670 and $1,329 of book cash overdrafts in excess of cash balances in such accounts as of December 31, 2021 and 2020, respectively. We include the change in book cash overdrafts in operating cash flows in the consolidated statements of cash flows. Revenue Recognition The Company derives revenue primarily from the sale of physical products. The Company recognizes revenue when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied by transferring the goods or service to the customer. The performance obligation is considered satisfied when control transfers, which is generally determined when products are shipped or delivered to the customer but could be delayed until the receipt of customer acceptance, depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery for point of sale transactions. The Company enters into contractual arrangements primarily with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company has some long-term contracts that may contain research and development performance obligations that are satisfied over time. The Company invoices the customer once the billing milestone is reached and collects under customary short-term credit terms. For long-term contracts, the Company recognizes revenue using the input method based on costs incurred, as this method is an appropriate measure of progress toward the complete satisfaction of the performance obligation. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. At the time of revenue recognition, the Company also provides for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. The Company accrues for such estimated returns and claims with an estimated accrual and associated reduction of revenue. Additionally, the Company records inventory that it expects to be returned as part of inventories, with a corresponding reduction to cost of goods sold. Charges for shipping and handling fees billed to customers are included in net sales and the corresponding shipping and handling expenses are included in cost of goods sold in the accompanying consolidated statements of operations and comprehensive income. We consider our costs related to shipping and handling after control over a product has transferred to a customer to be a cost of fulfilling the promise to transfer the product to the customer. Sales commissions paid to employees as compensation are expensed as incurred for contracts with service periods less than a year. For contracts with service periods greater than a year, these costs are capitalized and amortized over the life of the contract. These costs are recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. Product Warranty Some of the Company’s manufactured products carry limited warranty provisions for defects in quality and workmanship. A warranty reserve is established at the time of sale to cover estimated costs based on the Company’s history of warranty repairs and replacements and is recorded in cost of goods sold in the Company’s consolidated statements of operations and comprehensive income. The following table represents changes in the Company’s accrued warranties and related costs: Year ended December 31, 2021 2020 Beginning accrued warranty expense $ 1,133 $ 2,114 Current period claims (399) (442) Provision for current period sales 522 307 Impact of accounting estimate change — (846) Ending accrued warranty expense $ 1,256 $ 1,133 Cost of Goods Sold Cost of goods sold includes raw material purchases, manufacturing-related labor costs, contracted labor, shipping costs, reimbursable research and development costs, allocated manufacturing overhead, facility costs, depreciation and amortization, and product warranty costs. Selling, General & Administrative Expenses Selling, general and administrative expense includes personnel-related costs, professional services, marketing and advertising expense, research and development, depreciation and amortization, and impairment charges. Advertising Expenses Advertising costs are expensed in the period incurred. Advertising expenses primarily consist of marketing, promotions, catalog and trade show expenses and were $3,120 and $2,692 during the years ended December 31, 2021 and 2020, respectively. Advertising expenses are included in selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. Research and Development Research and development expenses are expensed as incurred and included within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. Total research and development costs were $6,460 and $5,630 for the years ended December 31, 2021 and 2020, respectively. In addition, the Company incurs research and development expenses related to reimbursable development contracts. Contractual research and development expenses are included in cost of goods sold in the Company’s consolidated statements of operations and comprehensive income and were $5,895 and $3,697 for the years ended December 31, 2021 and 2020, respectively. Debt Issuance Costs The related provisions Interest — Imputation of Interest. over Stock-Based Compensation The Company records compensation expense for all stock-based awards granted based on the fair value of the award at the time of the grant. For restricted stock awards subject to market conditions, the fair value of each restricted stock award has been estimated as of the date of grant using the Monte-Carlo pricing model. The Company recognizes the cost of the stock-based awards on a straight-line basis over the requisite service period of the award and recognizes forfeitures in the period they occur. Upon vesting of restricted stock awards, the Company issues shares from those authorized and reserved for issuance. Derivatives The Company mitigates the impact of changes in interest rates with interest rate swaps that are accounted for as designated hedges pursuant to ASC Topic 815, Derivatives and Hedging ("ASC 815"). ASC 815 requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet, measure those instruments at fair value and recognize changes in the fair value of derivatives in earnings in the period of change unless the derivative qualifies as designated cash flow hedge that offsets certain exposures. Certain criteria must be satisfied in order for derivative financial instruments to be classified and accounted for as a cash flow hedge. Derivatives that are not elected for hedge accounting treatment are recorded immediately in earnings. The Company would discontinue hedge accounting prospectively (i) if it is determined that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated, or exercised, (iii) if it becomes probable that the forecasted transaction being hedged by the derivative will not occur, (iv) if a hedged firm commitment no longer meets the definition of a firm commitment, or (v) if it is determined that designation of the derivative as a hedge instrument is no longer appropriate. Restructuring Costs Restructuring costs consist primarily of termination benefits and relocation of employees, termination of operating leases and other contracts related to consolidating or closing facilities. The Company applies the provisions of ASC Topic 420, Exit or Disposal Cost Obligations Nonretirement Postemployment Benefits for probable Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740, Income Taxes . Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and tax bases of assets and liabilities and are classified as noncurrent in the consolidated balance sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of date. laws have Deferred tax assets are reduced by a valuation allowance likely all evaluation for valuation allowance for valuation all have valuation allowance The Company is subject to income taxes in the United States and several States, taken taken all available likely any. Tax taken Tax more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Further information regarding the Company’s tax positions is included in Note 14 , Income Taxes Accumulated Other Comprehensive Loss Comprehensive income represents all changes in equity of the Company that result from recognized transactions and other economic events during the period. Other comprehensive income refers to revenues, expenses, gains, and losses that under GAAP are included in comprehensive income but excluded from net income. Foreign Currency Translation Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rate prevailing throughout the period. The effects of unrealized exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are accumulated as the cumulative translation adjustment included in accumulated other comprehensive loss in the consolidated balance sheets. Transaction Transactions denominated in foreign currency are recorded at the exchange rate on the date of each transaction. Realized gains and losses on foreign currency transactions are included in other income, net in the consolidated statements of operations and comprehensive income, except on certain intercompany balances which the Company has determined are of a long-term investment nature, which are included in accumulated other comprehensive loss in the consolidated balance sheets. Monetary assets and liabilities are remeasured at the balance sheet date at end-of-period exchange rates. Unrealized gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in other income, net in the consolidated statements of operations and comprehensive income in the period in which they occur. Investments in Equity Securities Investments in equity securities are recorded in accordance with ASC Subtopic 321-10 , Investments — Equity Securities In connection with the sale of VieVu, LLC to Axon Enterprise, Inc., the Company received earn-out stock payments on the first and second anniversary of the sale date based on the retention of certain customers. The Company sold the remaining equity securities in December 2020 for a gain of $2,178 , net of a loss on a stock collar transaction entered into to mitigate the impact of market volatility on our equity securities. The Company had no investments in equity securities as of December 31, 2021 and 2020. Net Income per Share Basic income or loss per share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. There were no dilutive instruments outstanding during the years ended December 31, 2021 and 2020. The calculation of weighted average shares outstanding and net income per share are as follows (in thousands, except for per share data): Year ended December 31, 2021 2020 Numerator for basic and diluted earnings per share: Net income $ 12,661 $ 38,453 Denominator: Weighted average shares outstanding - basic 28,598,692 27,483,350 Diluted weighted average shares outstanding 28,598,692 27,483,350 Net income per share: Basic $ 0.44 $ 1.40 Diluted $ 0.44 $ 1.40 Risk and Uncertainties Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable. Risks associated with cash within the United States and foreign countries are mitigated by banking with federally insured, creditworthy institutions. As of December 31, 2021, and 2020, the Company had deposits of $7,593 and $3,130, respectively, at foreign financial institutions. Accounts receivable are financial instruments that also expose the Company to concentration of credit risk. Such exposure is limited by the large number of customers comprising the Company’s customer base and their dispersion across different geographic areas. In addition, the Company routinely assesses the financial strength of its customers and maintains an allowance for doubtful accounts that management believes will adequately provide for credit losses. Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses as considered necessary by management. Novel Coronavirus (COVID-19) The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S., and European governments in March 2020, with governments world-wide implementing safety measures restricting travel and requiring citizen lockdowns and self-confinements for quarantining purposes. This has negatively affected the U.S. and global economies, disrupted global supply chains, and resulted in significant transport restrictions and disruption of global financial markets. The COVID-19 pandemic has significantly impacted the global supply chain, with restrictions and limitations on related activities causing disruption and delay, along with increased raw material, storage, and shipping costs. These disruptions and delays have strained domestic and international supply chains, which have affected and could continue to negatively affect the flow or availability of certain critical raw materials and finished good products that the Company relies upon. Furthermore, any negative impacts on our logistical operations, including our fulfillment and shipping functions, could result in periodic delays in the delivery of our products. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted this ASU effective January 1, 2020. The adoption did not have a material impact on the Company’s disclosures. Refer to Note 5, Fair Value Measurements, for further discussion. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes There were no other new accounting standards that the Company expects to have a potential material impact to the financial position or results of operations upon adoption. |
ACCOUNTS RECEIVEABLE, NET
ACCOUNTS RECEIVEABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVEABLE, NET | |
ACCOUNTS RECEIVEABLE, NET | 2. ACCOUNTS RECEIVEABLE, NET The following is a reconciliation of the changes in our allowance for doubtful accounts during fiscal 2021 and 2020: Year ended December 31, 2021 2020 Beginning allowance for doubtful accounts $ 1,113 $ 1,345 Provision (188) 177 Write-offs (280) (409) Ending allowance for doubtful accounts $ 645 $ 1,113 |
DISPOSITIONS AND ASSETS AND LIA
DISPOSITIONS AND ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2021 | |
DISPOSITIONS AND ASSETS AND LIABILITIES HELD FOR SALE | |
DISPOSITIONS AND ASSETS AND LIABILITIES HELD FOR SALE | 3. DISPOSITIONS AND ASSETS AND LIABILITIES HELD FOR SALE Disposition In April 2020, t he Company completed the sale of our Ontario, California facility for a net sales price of $12,387 , resulting in a gain of $6,219 included in other general expenses in the consolidated statements of operations and comprehensive income as of December 31, 2020. Assets and Liabilities Held for Sale In October 2021, the Company designated our Daventry, UK facility as held for sale. Accordingly, during 2021, the Company determined that the assets and liabilities associated with the Daventry facility met the criteria for classification as held for sale but did not meet the criteria for classification as discontinued operations as the deconsolidation did not represent a strategic shift in the business. Total assets and liabilities associated with the Daventry facility were $278 and $128, respectively, and are presented in our consolidated balance sheet as of December 31, 2021 as current assets held for sale and current liabilities held for sale, respectively. The Company expects to complete the sale of this facility in 2022. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2021 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION The following tables disaggregate net sales by channel and geography: Year ended December 31, 2021 2020 U.S. state and local agencies (a) $ 231,095 $ 230,706 Commercial 34,860 35,648 U.S. federal agencies 47,575 63,267 International 107,503 68,669 Other 6,255 6,352 Net sales $ 427,288 $ 404,642 (a) Includes all Distribution sales Year ended December 31, 2021 2020 United States $ 319,785 $ 335,973 International 107,503 68,669 $ 427,288 $ 404,642 Revenue by product is not disclosed, as it is impractical to do so. Contract Liabilities Contract liabilities are recorded as a component of other liabilities when customers remit cash payments in advance of the Company satisfying performance obligations which are satisfied at a future point of time. Contract liabilities are derecognized when the performance obligation is satisfied. Contract liabilities are included in accrued liabilities in the Company’s consolidated balance sheets and totaled $10,949 and $6,485, as of December 31, 2021 and 2020, with $4,994 of the 2020 contract liabilities being recognized in revenue during the year ended December 31, 2021. Remaining Performance Obligations As of December 31, 2021, we had $22,079 of remaining performance obligations, which included amounts that will be invoiced and recognized in future periods. The remaining performance obligations are limited only to arrangements that meet the definition of a contract under Topic 606 as of December 31, 2021. We expect to recognize 69% of this balance over the next twelve months and expect the remainder to be recognized in the following two years. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 consisted of the following. There were no assets Level 1 Level 2 Level 3 Total Assets: Interest rate swap (Note 10) $ — $ 1,607 $ — $ 1,607 Total assets at fair value $ — $ 1,607 $ — $ 1,607 Liabilities: Interest rate swap (Note 10) $ — $ 389 $ — $ 389 Total liabilities at fair value $ — $ 389 $ — $ 389 There were no transfers of assets or liabilities between levels during the years ended December 31, 2021, and 2020. The carrying value of our long-term debt obligations approximates the fair value, as the long-term debt was entered close to year-end and contains a floating interest rate component. The Company classifies its long-term debt within Level 2 of the fair value hierarchy. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORIES | |
INVENTORIES | 6. INVENTORIES The following table sets forth a summary of inventories stated at lower of cost or net realizable value, as of December 31, 2021 and 2020: December 31, 2021 2020 Finished goods $ 28,707 $ 25,986 Work-in-process 4,053 3,741 Raw materials and supplies 31,218 31,196 $ 63,978 $ 60,923 7. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2021 2020 Land $ 4,620 $ 4,620 Building and improvements 17,556 17,367 Furniture and fixtures 1,209 1,288 Computer hardware and software 23,547 23,125 Machinery and equipment 21,795 22,162 Construction in progress 1,497 518 70,224 69,080 Less accumulated depreciation (37,171) (33,643) $ 33,053 $ 35,437 The Company recorded depreciation expense of $5,143 and $5,495 for the years ended December 31, 2021 and 2020, respectively, of which $2,144 and $2,523 was included in cost of goods sold in the consolidated statements of operations and comprehensive income for the respective years. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 8. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table summarizes the changes in goodwill during the years ended December 31, 2021 and 2020: Products Distribution Total Balance, December 31, 2019 $ 63,564 $ 2,616 $ 66,180 Foreign currency translation adjustments 134 — 134 Balance, December 31, 2020 $ 63,698 $ 2,616 $ 66,314 Foreign currency translation adjustments (52) — (52) Balance, December 31, 2021 $ 63,646 $ 2,616 $ 66,262 Impairment of Goodwill No impairment losses were recorded during the years ended December 31, 2021 and December 31, 2020. Gross goodwill and accumulated impairment losses was $73,847 and $7,585 as of December 31, 2021 and $73,899 and $7,585, respectively, as of December 31, 2020. Intangible Assets Intangible assets such as certain customer relationships and patents on core technologies and product technologies are amortizable over their estimated useful lives. Certain trade names and trademarks which provide exclusive and perpetual rights to manufacture and sell their respective products are deemed indefinite- lived and are therefore not subject to amortization. Intangible assets, net of amortization, as of December 31, 2021, and 2020 are as follows: December 31, 2021 Weighted Accumulated Average Gross amortization Net Useful Life Definite lived intangibles: Customer relationships $ 74,078 $ (52,536) $ 21,542 11 Technology 11,978 (10,988) 990 7 Tradenames 6,473 (3,264) 3,209 4 Non-compete agreements 1,037 (1,037) — 4 $ 93,566 $ (67,825) $ 25,741 Indefinite lived intangibles: Tradenames 16,674 — 16,674 Indefinite Total $ 110,240 $ (67,825) $ 42,415 December 31, 2020 Weighted Accumulated Average Gross amortization Net Useful Life Definite lived intangibles: Customer relationships $ 74,123 $ (45,815) $ 28,308 11 Technology 11,991 (10,333) 1,658 7 Tradenames 6,490 (2,135) 4,355 4 Non-compete agreements 1,041 (1,027) 14 4 $ 93,645 $ (59,310) $ 34,335 Indefinite lived intangibles: Tradenames 16,674 — 16,674 Indefinite Total $ 110,319 $ (59,310) $ 51,009 The Company recorded amortization expense of $8,575 and $9,238 for the years ended December 31, 2021 and 2020, respectively, of which $666 and $1,342 was included in cost of goods sold in the consolidated statements of operations and comprehensive income for the respective years. The estimated amortization expense for finite-lived intangible assets for the next five years and thereafter is presented below. 2022 $ 7,682 2023 6,753 2024 3,855 2025 1,855 2026 1,440 Thereafter 4,156 $ 25,741 9. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED LIABILITIES | |
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES Accrued liabilities as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Accrued expenses $ 3,226 $ 4,257 Accrued compensation and payroll tax 19,227 18,745 Accrued interest payable 70 703 Accrued warranty expense 1,256 1,133 Deferred revenue and customer credit balances 12,605 7,262 Other accrued liabilities 4,352 3,904 $ 40,736 $ 36,004 10. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
DEBT | |
DEBT | 10. DEBT The Company’s debt is as follows: December 31, 2021 December 31, 2020 Short-term debt: Insurance premium financing $ 3,174 $ 1,225 Current portion of term loan 10,000 2,251 Current portion of other — 20 $ 13,174 $ 3,496 Long-term debt: Revolver — — Term loan 148,564 222,187 Other — 128 $ 148,564 $ 222,315 Unamortized debt discount and debt issuance costs (2,048) (13,005) Total long-term debt, net $ 146,516 $ 209,310 The following summarizes the aggregate principal payments of our long-term debt, excluding debt discount and debt issuance costs as of December 31, 2021: 2022 $ 10,000 2023 10,000 2024 10,000 2025 10,000 2026 118,564 Thereafter — Total principal payments $ 158,564 New Credit Facility On August 20, 2021 (the “Closing Date”), the Company refinanced its existing credit facilities and entered into a new credit agreement whereby Safariland, LLC, as borrower (the “Borrower”), the Company and certain domestic subsidiaries of the Borrower, as guarantors (the “Guarantors”), closed on and received funding under a credit agreement (initially entered into on July 23, 2021), pursuant to a First Amendment to Credit Agreement (collectively, the “New Credit Agreement”) with PNC Bank, National Association (“PNC”), as administrative agent, and the several lenders from time to time party thereto (together with PNC, the “Lenders”) pursuant to which the Borrower (i) borrowed $200,000 under a term loan (the “Term Loan”), and (ii) may borrow up to $100,000 under a revolving credit facility (including up to $15,000 for letters of credit and up to $10,000 for swing line loans) (the “Revolving Loan”). Each of the Term Loan and the Revolving Loan mature on July 23, 2026. Commencing December 31, 2021, the New Term Loan requires scheduled quarterly payments in amounts equal to 1.25% per quarter of the original aggregate principal amount of the Term Loan, with the balance due at maturity. The New Credit Agreement is guaranteed, jointly and severally, by the Guarantors and, subject to certain exceptions, secured by a first-priority security interest in substantially all of the assets of the Borrower and the Guarantors pursuant to a Security and Pledge Agreement (the “Security Agreement”) and a Guaranty and Suretyship Agreement (the “Guaranty Agreement”), each dated as of the Closing Date There were no amounts outstanding under any revolving loans as of December 31, 2021 and 2020. As of December 31, 2021, there were $3,039 in outstanding letters of credit, and $96,961 of availability . As of December 31, 2021 and 2020, the term loan outstanding principal balance was $158,564 and $224,438 and bore interest at 2.61% and 7.50%, respectively. The Borrower may elect to have the Revolving Loan and Term Loan under the New Credit Agreement bear interest at a base rate or a LIBOR rate, in each case, plus an applicable margin. The applicable margin for these borrowings will range from 0.50% to 1.50% per annum, in the case of base rate borrowings, and 1.50% to 2.50% per annum, in the case of LIBOR borrowings, in each case based upon the level of the Company’s consolidated total net leverage ratio. The New Credit Agreement also requires the Borrower to pay a commitment fee on the unused portion of the loan commitments. Such commitment fee will range between 0.175% and 0.25% per annum, and is also based upon the level of the Company’s consolidated total net leverage ratio. The New Credit Agreement also 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 Borrowers or any Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. The New 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, 2021, 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 3.75 to 1.00 from the quarter ended December 31, 2021 until the quarter ended September 30, 2022, 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. The New Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain 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 New Credit Agreement may be accelerated and the Lenders could foreclose on their security interests in the assets of the Borrowers and the Guarantors. The Company performed an analysis on a creditor-by-creditor basis for debt modifications and extinguishments to determine the appropriate accounting treatment of associated issuance costs. In connection with the refinancing, the Company recorded a loss on debt extinguishment of $15,155 related to early extinguishments fees and the write-off of unamortized debt discount and debt issuance costs In connection with the New Credit Agreement, the Company paid financing costs totaling $4,114, of which $2,749 related to the Term Loan and $1,365 related to the Revolving Loan. Total financing costs consisted of $1,916 of fees paid to lenders and $2,198 of debt issuance costs. Costs incurred in connection with the Term Loan were deferred and recorded as an offset to long-term debt. Costs incurred in connection with the Revolving Loan were deferred and recorded to other assets. All deferred debt costs are amortized to interest expense over the term of the loan using the effective interest method. As of December 31, 2021 and 2020, the Company had an unamortized debt discount of $956 and $11,906 and unamortized debt issuance costs of $1,092 and $1,099, respectively, included as an offset to debt in the consolidated balance sheets. Canadian Credit Facility On October 14, 2021, Med-Eng Holdings ULC and Pacific Safety Products Inc., the Company’s Canadian subsidiaries, as borrowers (the “Canadian Borrowers”), and Safariland, LLC, as guarantor (the “Canadian Guarantor”), closed on a line of credit pursuant to a Loan Agreement (the “Canadian Loan Agreement”) and a Revolving Line of Credit Note (the “Note”) with PNC Bank Canada Branch (“PNC Canada”), as lender pursuant to which the Canadian Borrowers may borrow up to CDN$10,000 under a revolving line of credit (including up to $3,000 for letters of credit) (the “Revolving Canadian Loan”). The Revolving Canadian Loan matures on July 23, 2026. The Canadian Loan Agreement is guaranteed by Safariland, LLC pursuant to a Guaranty and Suretyship Agreement (the “Canadian Guaranty Agreement”). The Canadian Borrowers may elect to have borrowings either in United States dollars or Canadian dollars under the Canadian Loan Agreement, which will bear interest at a base rate or a LIBOR rate, in each case, plus an applicable margin, in the case of borrowings in United States dollars, or at a Canadian Prime Rate (as announced from time to time by PNC Canada) or a Canadian deposit offered rate (“CDOR”) as determined from time to time by PNC Canada in accordance with the Canadian Loan Agreement. The applicable margin for these borrowings will range from 0.50% to 1.50% per annum, in the case of base rate borrowings and Canadian Prime Rate borrowings, and 1.50% to 2.50% per annum, in the case of LIBOR borrowings and CDOR borrowings. The Canadian Loan Agreement also requires the Canadian Borrowers to pay (i) an unused line fee on the unused portion of the loan commitments in an amount ranging between 0.175% and 0.25% per annum, based upon the level of the Company’s consolidated total net leverage ratio, and (ii) an upfront fee equal to 0.25% of the principal amount of the Note. There were no amounts outstanding under the Revolving Canadian Loan as of December 31, 2021. The Canadian Loan Agreement also contains customary representations and warranties, and affirmative and negative covenants, including, among others, limitations on additional indebtedness, entry into new lines of business, entry into guarantee agreements, making of any loans or advances to, or investments in, any other person, restrictions on liens on the assets of the Canadian Borrowers and mergers, transfers of assets and acquisitions. The Canadian Loan Agreement and Note also contain customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain 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 Canadian Loan Agreement may be accelerated. Short-Term Debt In August 2020, the Company entered into a short-term loan facility for insurance premiums with Aon Premium Finance for $2,733 with a maturity date of April 27, 2021. The loan has a fixed annual interest rate of 4.25% on the outstanding balance and requires monthly payments of principal and interest of $309. As of December 31, 2020, $1,225 was outstanding. In July 2021, the Company entered into a short-term loan facility for insurance premiums with Aon Premium Finance for $3,436 with a maturity date of June 27, 2022. The loan has fixed annual interest of 3.75% on the outstanding balance and requires monthly payments of principal and interest of $318. As of December 31, 2021, $1,889 was outstanding. In July 2021, the Company entered into a short-term loan facility for insurance premiums with IPFS Corporation for $410 with a maturity date of June 27, 2022. The loan has fixed annual interest of 1.98% on the outstanding balance and requires monthly payments of principal and interest of $37. As of December 31, 2021, $221 was outstanding. In November 2021, the Company entered into a short-term loan facility for insurance premiums with IPFS Corporation for $1,183 with a maturity date of October 4, 2022. The loan has fixed annual interest of 1.98% on the outstanding balance and requires monthly payments of principal and interest of $108. As of December 31, 2021, $1,064 was outstanding. Interest Rate Swaps In September 2021, we entered into an interest rate swap agreement to hedge forecasted monthly interest rate payments on our floating rate debt. As of September 30, 2021, we had the following interest rate swap agreement (the “Swap Agreement”): Effective date Notional amount Fixed rate September 30, 2021 through July 23, 2026 $ 100,000 0.875 % Under the terms of the Swap Agreement, we receive or make payments based on the 1-month LIBOR (approximately 0.11% as of December 31, 2021). During the year ended December 31, 2021, there were no interest rate swap agreements that expired. We entered into the Swap Agreement to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated this Swap Agreement as a cash flow hedge. A portion of the amount included in accumulated other comprehensive loss is reclassified into interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt. The fair value of our Swap Agreement is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreement. It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. We believe our interest rate swap counterparty will be able to fulfill their obligations under our agreement, and we believe we will have debt outstanding through the expiration date of the swap such that the occurrence of future cash flow hedges remains probable. The estimated fair value of our Swap Agreement in the consolidated balance sheets was as follows: December 31, Balance sheet accounts 2021 2020 Other assets $ 1,607 $ — Accrued liabilities $ 389 $ — A cumulative gain of $913 net of tax, is reflected in accumulated other comprehensive loss as of December 31, 2021. The amount of gain recognized in other comprehensive income for the year ended December 31, 2021 was $767 net of tax. There was $146, net of tax, reclassified from accumulated other comprehensive loss into earnings for the year ended December 31, 2021. As of December 31, 2021, approximately $389 is expected to be reclassified from accumulated other comprehensive loss into interest expense over the next 12 months. |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
SHAREHOLDERS' EQUITY (DEFICIT) | 11. SHAREHOLDERS’ EQUITY (DEFICIT) Initial Public Offering On November 3, 2021, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 6,900,000 shares, which included 900,000 shares that were offered and sold pursuant to the full exercise of the underwriters’ over-allotment option, of common stock at a public offering price of $13.00 per share. The Company’s net proceeds from the sale of shares in the IPO was $78,581 after underwriter discounts and commissions, fees and expenses of $11,119 , of which $2,250 was paid to Kanders & Company, Inc., a company controlled by Warren Kanders, our Chief Executive Officer. Dividends In August 2021, the Company declared and paid a $10,000 , or $0.36 per share, dividend to shareholders on record as of August 11, 2021. On November 11, 2021, the Company announced that its board of directors approved the initiation of a quarterly cash dividend policy of $0.08 per share of the Company’s common stock or $0.32 per share on an annualized basis. The Company’s first quarterly dividend payment of On January 25, 2022, the Company declared a quarterly cash dividend of $2,751, or $0.08 per share, to shareholders on record as of February 4, 2022. The dividend was paid on February 17, 2022. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION In November 2021, we adopted the 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options to our employees and any parent and subsidiary companies’ employees, and for the grant of non-statutory stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary companies’ employees and consultants. The maximum aggregate number of shares of common stock that may be issued under the 2021 Plan is 9,650,000 shares. As of December 31, 2021, 7,050,000 shares of common stock were reserved and available for issuance under the 2021 Plan. Market Condition Restricted Shares On November 4, 2021, the Company issued and granted to certain employees a total of 2,600,000 restricted stock awards under the 2021 Plan, of which 2,600,000 restricted shares will vest if, on or before November 8, 2031, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $40.00 per share for twenty consecutive trading days. For computing the fair value of the 2,600,000 restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Number issued 2,600,000 Vesting period $40.00 stock price target Grant price (per share) $4.65 Dividend yield 0.0% Expected volatility 32.08% Risk-free interest rate 1.59% Expected term (years) 5.67 A summary of changes in outstanding options and restricted stock awards during the year ended December 31, 2021 is as follows: Weighted Average Grant Date Number of RSAs Fair Value Outstanding at December 31, 2020 — — Granted 2,600,000 $ 4.65 Vested — — Forfeited — — Outstanding at December 31, 2021 2,600,000 $ 4.65 Stock-based compensation expense of $355 was recognized in As of December 31, 2021, there were 2,600,000 unvested restricted stock awards and unrecognized compensation cost of $11,735 related to unvested restricted stock awards. Unrecognized compensation cost of restricted stock awards is expected to be recognized over the weighted average period of 5.5 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Legal Proceedings In March 2020, the Company settled an administrative enforcement action filed by the U.S. Federal Trade Commission (“FTC”) relating to Company’s sale of VieVu, LLC to Axon Enterprise Inc. (“Axon”) wherein the FTC alleged that the operative agreements contained non-compete and non-solicitation provisions in violation of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. The FTC’s administrative complaint sought only injunctive relief against the Company to enjoin the enforcement of these provisions, now and in the future, and did not seek monetary damages against the Company. In January 2020, the Company and Axon had rescinded these provisions. Pursuant to a consent agreement and proposed consent order entered into by the FTC and the Company, on June 11, 2020, the FTC issued a Decision and Order accepting the Consent Agreement (the “Order”). Under the Order, the Company agreed to not modify and reinstate the rescinded provisions and to not enter into any new similar provisions with Axon, absent prior approval from the FTC. In addition, as part of the Company’s compliance program, the Order imposes an obligation to distribute to, and train the directors and officers on, the requirements of the consent order and to report annually for five years to the FTC ensuring compliance with the consent order. On July 10, 2020, the Company filed its Interim Verified Compliance Report and, on June 11, 2021, filed its First Annual Compliance Report, both as required by the Order In June 2020, the Company received a Civil Investigative Demand (“CID”) from the United States Department of Justice (“DOJ”), Western District of Washington (Seattle, WA), pertaining to a False Claims Act investigation, 31 U.S.C, sections 3729-3733 (“FCA”), concerning allegations that soft body armor vest accessory panels sold by the Company are falsely labeled as compliant with the National Institute of Justice performance standards. In September 2020, the Company made its First Production of Documents which contained only documents and data that had been deemed to be of a “priority” nature pursuant to an agreement reached between the Company’s counsel and the Assistant U.S. Attorney handling the matter. In July 2021, the Company received a request for additional information relating to the subject matter of the investigation, with which the Company intends to comply. In October 2021, November 2021 and December 2021, the Company produced additional documents responsive to the correspondence containing requests for specific documents and supplemental information. At this preliminary stage of the investigation, the Company does not have enough information to make an evaluation of the merits, exposure or potential risks regarding this matter In June 2021, two subcommittees of the U.S. House Committee on Oversight and Reform initiated an inquiry into the safety of crowd control products. Major U.S. manufacturers of crowd control products, including us, received a letter from the subcommittees requesting information and documents about the production, sale, safety, and regulation of crowd control products. The Company has provided information to the subcommittees who released a Memorandum on this issue on October 14, 2021, noting the absence of Federal regulation on the use of tear gas and the safety risks arising from its use. The implementation of additional regulations governing the sale of crowd control products would not be expected to have a material effect on our business. In September 2021, Safariland, LLC, a wholly-owned subsidiary of the Company, received a jury verdict awarding $7,500 to a plaintiff relating to a personal injury case wherein the plaintiff alleged various product liability claims against Safariland, LLC. The plaintiff in the proceeding, Mr. David Hakim, instituted the proceeding on July 24, 2015, through the filing of a complaint with the United States District Court, Northern District of Illinois, Eastern Division. In the proceeding, the plaintiff, a SWAT officer with the DuPage County Sheriff’s Office (“DCSO”), alleged that he suffered injuries during a training exercise conducted by DCSO in which a Defense Technology Shotgun Breaching TKO round was deployed and passed through a door and lower-floor ceiling causing a fragment to strike plaintiff’s back resulting in injury. Prior to the jury rendering its verdict, the court deferred ruling on Safariland, LLC’s Motion for Judgment as a Matter of Law (“JMOL”) and, thus, no judgment has been issued. On November 8, 2021, Safariland, LLC filed its post-trial motions, including a supplemental JMOL, motion for new trial and remittitur. On January 11, 2022, Plaintiff filed its response, including certain affidavits, to defendants’ post-trial motions. On February 9, 2022, Safariland, LLC filed its reply to Plaintiff’s response, as well as a motion to strike the affidavits filed by Plaintiff. Thereafter, Plaintiff filed a response, and Safariland, LLC filed a reply, concerning the motion to strike the affidavits. At this time, no further filings are due to the court. In the event of an unfavorable ruling by the court, Safariland, LLC intends to pursue an appeal. While any litigation contains an element of uncertainty, the Company believes it is reasonably possible, not probable, that the Company could incur losses related to this case, however, any losses would be indemnified by our insurance carrier under applicable policies. The Company is also involved in various legal disputes and other legal proceedings and claims that arise from time to time in the ordinary course of business. The Company vigorously defends itself against all lawsuits and evaluates the amount of reasonably possible losses that the Company could incur as a result of these matters. While any litigation contains an element of uncertainty, the Company believes that the reasonably possible losses that the Company could incur in excess of insurance coverage would not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Insurance The Company has various insurance policies, including product liability insurance, covering risks and in amounts it considers adequate. There can be no assurance that the insurance coverage maintained by the Company is sufficient or will be available in adequate amounts or at a reasonable cost. International As an international company, we are, from time to time, the subject of investigations relation to the Company’s international operations, including under U.S. export control laws (such as ITAR), the FCPA and other similar U.S. and international laws. Leases The Company leases office, warehouse, and distribution space under non-cancelable operating leases. As leases expire, it can be expected that, in the normal course of business, certain leases will be renewed or replaced. Our leases generally contain multi-year renewal options and escalation clauses. Total rent expense of the Company for the years ended December 31, 2021 and 2020 was $4,663 and $4,403, respectively. The Company maintains capital lease agreements. As of December 31, 2021, and 2020 the Company recorded capital lease obligations of $43 and $43 within accrued liabilities and $4 and $46, respectively, within other liabilities in the consolidated balance sheets. Future minimum lease payments required under non-cancelable operating leases that have initial or remaining non-cancelable lease terms in excess of one year and the Company’s capital lease agreements are as follows: Capital Leases Operating Leases 2022 43 4,293 2023 4 3,853 2024 — 2,725 2025 — 1,391 2026 — 406 Thereafter — 35 Total minimum lease payments $ 47 $ 12,703 Less: Amount representing interest (11) Capital lease obligation $ 36 There were no material future minimum sublease payments to be received under non-cancelable subleases as of December 31, 2021. There was no material sublease income as of December 31, 2021 and 2020, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | 14. INCOME TAXES Consolidated income from continuing operations before income taxes consists of the following: Year ended December 31, 2021 2020 U.S. operations $ 18,243 $ 23,776 Foreign operations 949 4,099 Income before benefit for income taxes $ 19,192 $ 27,875 The benefit for income taxes is detailed below: Year ended December 31, 2021 2020 Current tax provision: Federal $ — $ — State (907) (188) Foreign (852) (1,482) Total current provision (1,759) (1,670) Deferred tax (provision) benefit: Federal (4,704) 10,233 State (897) 1,949 Foreign 829 66 Total deferred (provision) benefit (4,772) 12,248 Total income tax (provision) benefit $ (6,531) $ 10,578 The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the Company’s consolidated financial statements: Year ended December 31, 2021 2020 Federal statutory rate 21.0 % 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal income taxes 8.4 7.7 Change in valuation allowance 0.8 (71.1) Current year tax credits (4.7) (2.3) Difference between foreign and federal tax rate 2.8 2.0 Permanent items 5.2 2.8 Reserve for uncertain tax positions — 1.3 Other 0.5 0.7 Effective tax rate 34.0 % (37.9) % Deferred taxes have not been recognized for the excess financial reporting basis over the tax basis of investments of foreign subsidiaries. It is the Company’s intent to permanently reinvest the earnings of those foreign subsidiaries in those jurisdictions. It is not practical to determine the amount of any unrecognized deferred tax liability on this item. Deferred income tax assets and liabilities are determined based on the difference between the financial reporting carrying amounts and tax bases of existing assets and liabilities and operating loss and tax credit carryforwards. The tax effects of temporary differences giving rise to significant components of the Company’s deferred income tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss and other carry forwards $ 12,477 $ 15,531 Accrued liabilities 3,831 4,201 Reserves and other 2,265 3,587 263A uniform capitalization costs 657 1,067 Other deferred tax assets 1,911 2,122 Total deferred tax assets 21,141 26,508 Valuation allowance (1,890) (1,729) Net deferred tax assets 19,251 24,779 Deferred tax liabilities: Intangibles (2,624) (3,626) Depreciation (3,403) (3,667) Goodwill (6,594) (6,182) Other (868) (489) Total deferred tax liabilities (13,489) (13,964) Total deferred income taxes $ 5,762 $ 10,815 In assessing the realizability of deferred income tax assets, the Company performs an evaluation of whether it is more likely than not that some portion, or all, of its deferred income tax assets will not be realized. During the course of this evaluation, the Company considers all available positive and negative evidence and if, based upon the weight of available evidence, it is more likely than not the deferred tax assets will not be realized, a valuation allowance is recorded. Based on its current evaluation, the Company determined it was appropriate to increase its valuation allowance by $161 for the year ended December 31, 2021. As of December 31, 2021, the Company had net operating loss carryforwards that expire in varying amounts beginning in 2022 through 2038 and tax credit carryforwards that expire in varying amounts beginning in 2032 through 2042. The total amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect the Company’s effective tax rate was $2,090. A reconciliation of the change in the unrecognized income tax benefit for the year ended December 31, 2021 is as follows: Year ended December 31, 2021 2020 Beginning unrecognized tax benefits $ 2,122 $ 1,754 Current period unrecognized tax benefits (32) 368 Ending unrecognized tax benefits $ 2,090 $ 2,122 The Company recognizes interest expense and penalties related to unrecognized tax benefits as income tax expense. No amounts representing penalties and interest were recorded as income tax expense during the years ended December 31, 2021 and 2020. The Company had no interest or penalties accrued in the consolidated balance sheets as of December 31, 2021 and 2020. The Company and its subsidiaries file income tax returns in the U.S. federal, various state and local, and certain foreign jurisdictions. As of December 31, 2021, the Company’s tax years subsequent to 2016 are subject to examination by tax authorities with few exceptions. One of the Company’s Canadian subsidiaries is currently undergoing an examination of its tax filings for the period June 1, 2016 through December 31, 2017. In January 2022, the Company received notification that the Canadian tax authority has completed its examination and proposed no changes to the tax filings. |
COMPENSATION AND DEFINED CONTRI
COMPENSATION AND DEFINED CONTRIBUTION PLANS | 12 Months Ended |
Dec. 31, 2021 | |
COMPENSATION AND DEFINED CONTRIBUTION PLANS | |
COMPENSATION AND DEFINED CONTRIBUTION PLANS | 15. COMPENSATION AND DEFINED CONTRIBUTION PLANS The Company and its wholly owned subsidiaries sponsor Internal Revenue Code Section 401(k) defined contribution plans for the benefit of all full-time and part-time employees. Employees are entitled to make tax- deferred contributions up to the maximum allowed by law of their eligible compensation. The Company sponsors various other non-U.S. Defined Contribution and Defined Profit-Sharing Plans that are offered by the Company’s foreign subsidiaries. Many of these plans were assumed through the Company’s acquisitions or are required by local regulatory requirements. The Company may deposit funds for these plans with insurance companies, or into government-managed accounts consistent with local regulatory requirements, as applicable. Contribution to the plans are made by both the employee and the Company. The Company’s contributions to the plans was $1,780 and $1,812 for the years ended December 31, 2021 and 2020, respectively. In March 2021, the Company initiated a cash-based long-term incentive plan. Each award granted under the plan shall be eligible to vest in three equal annual installments over a period of three The Company maintains a cash-based executive compensation plan for certain employees. The Company’s board of directors awarded 1,433,500 (split-adjusted) interests in the plan (“units”). Each unit represents an unfunded and unsecured right, subject to certain conditions as set forth by the plan. One-third of the units granted to any holder will vest on each of the first, second, and third anniversaries of March 18, 2021 during the term of such holder’s employment with the Company. Payment of a holder’s vested balance is dependent upon a transaction or series of related transactions constituting a qualifying exit event, as defined by the executive compensation plan. The plan will expire on March 18, 2025, at which time the plan and all awarded units will be terminated for no consideration if a qualifying exit event has not occurred before that date. If a qualifying exit event becomes probable, the fair value of the units would be the closing stock price of the Company on the day the qualifying exit event becomes probable and compensation expense would be recognized at that time. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 16. The Company leases 5 distribution warehouses and retail stores from related parties. During the years ended December 31, 2021 and 2020 the Company made payments and recorded rent expense related to these leases of $579 and $635 respectively which are included in related party expense in the Company’s consolidated statements of operations and comprehensive income. For the year ended December 31, 2021, the Company made the following payments to Kanders & Company, Inc., a company controlled by Warren Kanders, our Chairman of the Board: ● $2,250 for services related to the Company’s initial public offering, which is included in direct offering costs and recorded against offering proceeds in additional paid in capital in the Company’s consolidated balance sheets. ● $1,000 for services related to the execution of the New Credit Agreement, which is included in debt issuance costs and recorded as an offset to long-term debt in the Company’s consolidated balance sheets. For the year ended December 31, 2020, the Company paid $1,000 to Kanders & Company, Inc. in connection with the execution of a debt refinancing. This payment is included in related party expense in the Company’s consolidated statements of operations and comprehensive income. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2021 | |
RESTRUCTURING | |
RESTRUCTURING | 17. During the year ended December 31, 2017, the Company initiated a plan to perform a companywide reorganization (the “2017 Restructuring Plan”) which resulted in the realignment of reporting structures and elimination of redundant positions. In addition, prior to the sale of Mustang, all of the foregoing operations were relocated into existing facilities. These initiatives consisted of one-time termination benefits and other shutdown costs that continued through the year ended December 31, 2020. During the year ended December 31, 2020, we incurred and paid $160 of restructuring charges related to the 2017 Restructuring Plan. We have incurred During the year ended December 31, 2021, the Company initiated and completed a plan to consolidate operations in the U.K. and incurred and paid $395 of restructuring changes. Restructuring expenses are included within restructuring and transactions costs in the Company’s consolidated statements of operations and comprehensive income. |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT DATA | |
SEGMENT DATA | 18. Our operations are comprised of two reportable segments: Products and Distribution. Segment information is consistent with how the chief operating decision maker (“CODM”), our chief executive officer, reviews the business, makes investing and resource allocation decisions and assesses operating performance. Senior management evaluates segment performance based on segment profit. Each segment’s profit is measured as gross profit. The CODM is not provided asset information or operating expenses by segment. 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 (1) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. |
SUPPLEMENTAL DISCLOSURES TO CAS
SUPPLEMENTAL DISCLOSURES TO CASH FLOWS | 12 Months Ended |
Dec. 31, 2021 | |
SUPPLEMENTAL DISCLOSURES TO CASH FLOWS | |
SUPPLEMENTAL DISCLOSURES TO CASH FLOWS | 19. SUPPLEMENTAL DISCLOSURES TO CASH FLOWS Supplemental non-cash and other cash flow information consists of the following: Year Ended December 31, 2021 2020 Supplemental disclosures: Cash paid for income taxes, net of refunds $ 1,158 $ 879 Cash paid for interest 13,336 23,316 Non-cash transactions: Accruals and accounts payable for capital expenditures 197 — Stock received in the sale of business — 4,731 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 20. On January 11, 2022, the Company acquired Radar Leather Division S.r.l. ("Radar") for approximately $21,000 . The purchase accounting for this acquisition is in progress. On March 9, 2022, the Company’s board of directors modified the performance condition, specifically the definition of a qualifying exit event, in the cash-based executive compensation plan disclosed in Note 15. In addition, the board of directors approved the settlement of vested and unvested units in common stock rather than cash, which resulted in a change in classification of the outstanding units from liability to equity. As a result, modification of the units occurred on March 9, 2022 with a grant date fair value of $23.45, the closing stock price of the Company on the date of modification. There are 632,500 units that are expected to vest on March 18, 2022 and 801,000 units that will vest in equal amounts on the second and third anniversaries of the plan. The Company recognized compensation expense of $22,100 on March 9, 2022, the date the performance condition became probable. Unrecognized compensation expense related to the unvested units was $11,516 as of March 9, 2022. On March 9, 2022, the Company’s board of directors approved the common stock settlement of vested awards of the long-term incentive plan disclosed in Note 15. The board of directors also approved the future settlement of unvested awards in common stock. Modification accounting was not applied as this change did not affect the fair value of the awards, vesting conditions, or the liability classification of the awards. On March 9, 2022, the Company’s board of directors granted 85,108 restricted stock units (“RSUs”) and issued 309,479 stock options under the Safariland Long-Term Incentive Plan. The RSUs will vest in three equal installments over a |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Cadre Holdings, Inc., D/B/A The Safariland Group (the “Company”, “Cadre”, “we”, “us”, and “our”), a Delaware corporation, began operations on April 12, 2012. The Company, headquartered in Jacksonville, Florida, is a global leader in manufacturing and distributing safety and survivability products and other related products for the law enforcement, first responder and military markets. The business operates through 14 manufacturing plants within the U.S., Mexico, Canada, the United Kingdom, Italy and Lithuania, and sells its products worldwide through its direct sales force, distribution channel and distribution partners, online stores, and third-party resellers. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” or “U.S. GAAP”) and include the accounts of Cadre Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Stock Split | Stock Split In July 2021, the Company effected a 50-for-1 |
Emerging Growth Company | Emerging Growth Company We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, presenting only two years of audited financial statements, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation, and an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or golden parachute arrangements. In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, measurements. This guidance also establishes the following three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability on the measurement date: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Unobservable inputs that reflect assumptions about what market participants would use in pricing assets or liabilities based on the best information available. The Company’s financial instruments consist principally of cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, income tax payable and debt. The carrying amounts of certain of these financial instruments, including cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and income tax payable approximate their current fair value due to the relatively short-term nature of these accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents Included in cash and cash equivalents are deposits with banks, cash on hand in stores, and amounts due from credit card transactions. We have no restrictions on our cash and cash equivalents. |
Accounts Receivable | Accounts Receivable Trade accounts receivable consists of amounts owed to the Company and is stated net of allowances. The Company’s outstanding accounts receivable balances are exposed to credit risk and valuation allowances are established for estimated losses resulting from non-collection of outstanding amounts due from customers. The Company establishes a reserve for estimated doubtful accounts based on the aging of its receivable balances and collection history. In addition, specific reserves are established for customer accounts as known collection problems occur due to insolvency, disputes, or other collection issues. The amounts of these specific reserves are estimated by management based on the customer’s financial position, the age of the customer’s receivables and the reasons for any disputes. The allowance for doubtful accounts is reduced by any write-off of uncollectible customer accounts. |
Inventories | Inventories Inventories are stated at the lower of cost using the first-in, first-out method (“FIFO”) or net realizable value. Elements of cost in the Company’s manufactured inventories generally include raw materials, direct labor, indirect labor, manufacturing overhead and freight-in. The Company periodically reviews its inventories considering sales forecasts and historical experience to identify excess, close-out, or slow-moving items and makes provisions as necessary to properly reflect inventory value at the lower of cost or net realizable value. |
Assets Held for Sale | Assets Held for Sale An asset is considered to be held for sale when all of the following criteria are met: (i) management commits to a plan to sell the asset; (ii) it is unlikely that the disposal plan will be significantly modified or discontinued; (iii) the asset is available for immediate sale in its present condition; (iv) actions required to complete the sale of the asset have been initiated; (v) sale of the asset is probable and the completed sale is expected to occur within one year; and (vi) the asset is actively being marketed for sale at a price that is reasonable given its current market value. A long-lived asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. A long-lived asset is not depreciated or amortized while it is classified as held for sale. |
Property and Equipment | Property and Equipment Property and equipment, including those acquired under capital lease agreements, is stated at cost less accumulated depreciation and amortization, except for assets acquired using acquisition accounting, which are initially recorded at fair value. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and improvements 5 to 39 years Furniture and fixtures 2 to 10 years Computer hardware and software 3 to 5 years Machinery and equipment 3 to 8 years Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the life of the lease. Major replacements, which extend the useful lives of property and equipment, are capitalized and depreciated over the remaining useful life of the asset. Normal repair and maintenance items are expensed as incurred. The recoverability of the carrying amount of property and equipment is assessed when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If it is determined that the carrying amount of an asset or asset group is not recoverable based upon expected undiscounted future cash flows of the asset or asset group, an impairment loss equal to the excess of the carrying amount over the estimated fair value of the asset or asset group is recorded. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company classifies intangible assets into three categories: i) intangible assets with definite lives subject to amortization, ii) intangible assets with indefinite lives not subject to amortization and iii) goodwill. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized on a straight-line basis over their useful lives. The Company tests goodwill and intangible assets determined to have indefinite useful lives for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. The Company performs these annual impairment tests as of October 31 st In evaluating goodwill for impairment, qualitative factors are considered to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of these qualitative factors may include macroeconomic conditions, industry and market considerations, a change in financial performance, or entity-specific events. If, through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, the Company performs a two-step goodwill impairment test. The first step involves a comparison of the fair value of a reporting unit to its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process is performed, which compares the implied value of the reporting unit goodwill with the carrying value of the goodwill of that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The Company determines the fair value of reporting units based on a combination of the income approach and market approach, weighted based on the circumstances. Under the income approach, the discounted cash flow model determines fair value based on the present value of projected cash flows over a specific projection period and a residual value related to future cash flows beyond the projection period. Both values are discounted using a rate that reflects the Company’s best estimate of the weighted average cost of capital of a market participant and is adjusted for appropriate risk factors. The Company performs sensitivity tests with respect to growth rates and discount rates used in the income approach. Under the market approach, valuation multiples are derived based on a selection of comparable companies and acquisition transactions and applied to projected operating data for each reporting unit to arrive at an indication of fair value. |
Other Intangible Assets | Other Intangible Assets For indefinite-lived intangible assets other than goodwill, the impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The Company tests definite-lived intangible assets for recoverability when changes in circumstances indicate the carrying value may not be recoverable. Events that trigger a test for recoverability include: ● material adverse changes in projected revenues and expenses; ● significant underperformance relative to historical and projected future operating results; ● significant negative industry or economic trends; and, ● a significant adverse change in the manner in which an asset group is used or in its physical condition. Future adverse changes in these or other unforeseeable factors could result in an impairment charge that could materially impact future results of operations and financial position in the reporting period identified. When a triggering event occurs, a test for recoverability is performed by comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on a discounted cash flow method. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. When an impairment loss is recognized for assets to be held and used, the adjusted carrying amount of those assets is depreciated over their remaining useful life. For the periods presented, the Company has not recorded any impairments of long-lived assets. |
Accounts Payable | Accounts Payable Accounts payable represents amounts owed by us to third parties at the end of the period. Accounts payable includes $670 and $1,329 of book cash overdrafts in excess of cash balances in such accounts as of December 31, 2021 and 2020, respectively. We include the change in book cash overdrafts in operating cash flows in the consolidated statements of cash flows. |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from the sale of physical products. The Company recognizes revenue when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied by transferring the goods or service to the customer. The performance obligation is considered satisfied when control transfers, which is generally determined when products are shipped or delivered to the customer but could be delayed until the receipt of customer acceptance, depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery for point of sale transactions. The Company enters into contractual arrangements primarily with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company has some long-term contracts that may contain research and development performance obligations that are satisfied over time. The Company invoices the customer once the billing milestone is reached and collects under customary short-term credit terms. For long-term contracts, the Company recognizes revenue using the input method based on costs incurred, as this method is an appropriate measure of progress toward the complete satisfaction of the performance obligation. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. At the time of revenue recognition, the Company also provides for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. The Company accrues for such estimated returns and claims with an estimated accrual and associated reduction of revenue. Additionally, the Company records inventory that it expects to be returned as part of inventories, with a corresponding reduction to cost of goods sold. Charges for shipping and handling fees billed to customers are included in net sales and the corresponding shipping and handling expenses are included in cost of goods sold in the accompanying consolidated statements of operations and comprehensive income. We consider our costs related to shipping and handling after control over a product has transferred to a customer to be a cost of fulfilling the promise to transfer the product to the customer. Sales commissions paid to employees as compensation are expensed as incurred for contracts with service periods less than a year. For contracts with service periods greater than a year, these costs are capitalized and amortized over the life of the contract. These costs are recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. |
Product Warranty | Product Warranty Some of the Company’s manufactured products carry limited warranty provisions for defects in quality and workmanship. A warranty reserve is established at the time of sale to cover estimated costs based on the Company’s history of warranty repairs and replacements and is recorded in cost of goods sold in the Company’s consolidated statements of operations and comprehensive income. The following table represents changes in the Company’s accrued warranties and related costs: Year ended December 31, 2021 2020 Beginning accrued warranty expense $ 1,133 $ 2,114 Current period claims (399) (442) Provision for current period sales 522 307 Impact of accounting estimate change — (846) Ending accrued warranty expense $ 1,256 $ 1,133 |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes raw material purchases, manufacturing-related labor costs, contracted labor, shipping costs, reimbursable research and development costs, allocated manufacturing overhead, facility costs, depreciation and amortization, and product warranty costs. |
Selling, General & Administrative Expenses | Selling, General & Administrative Expenses Selling, general and administrative expense includes personnel-related costs, professional services, marketing and advertising expense, research and development, depreciation and amortization, and impairment charges. |
Advertising Expenses | Advertising Expenses Advertising costs are expensed in the period incurred. Advertising expenses primarily consist of marketing, promotions, catalog and trade show expenses and were $3,120 and $2,692 during the years ended December 31, 2021 and 2020, respectively. Advertising expenses are included in selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. |
Research and Development | Research and Development Research and development expenses are expensed as incurred and included within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. Total research and development costs were $6,460 and $5,630 for the years ended December 31, 2021 and 2020, respectively. In addition, the Company incurs research and development expenses related to reimbursable development contracts. Contractual research and development expenses are included in cost of goods sold in the Company’s consolidated statements of operations and comprehensive income and were $5,895 and $3,697 for the years ended December 31, 2021 and 2020, respectively. |
Debt Issuance Costs | Debt Issuance Costs The related provisions Interest — Imputation of Interest. over |
Stock-Based Compensation | Stock-Based Compensation The Company records compensation expense for all stock-based awards granted based on the fair value of the award at the time of the grant. For restricted stock awards subject to market conditions, the fair value of each restricted stock award has been estimated as of the date of grant using the Monte-Carlo pricing model. The Company recognizes the cost of the stock-based awards on a straight-line basis over the requisite service period of the award and recognizes forfeitures in the period they occur. Upon vesting of restricted stock awards, the Company issues shares from those authorized and reserved for issuance. |
Derivatives | Derivatives The Company mitigates the impact of changes in interest rates with interest rate swaps that are accounted for as designated hedges pursuant to ASC Topic 815, Derivatives and Hedging ("ASC 815"). ASC 815 requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet, measure those instruments at fair value and recognize changes in the fair value of derivatives in earnings in the period of change unless the derivative qualifies as designated cash flow hedge that offsets certain exposures. Certain criteria must be satisfied in order for derivative financial instruments to be classified and accounted for as a cash flow hedge. Derivatives that are not elected for hedge accounting treatment are recorded immediately in earnings. The Company would discontinue hedge accounting prospectively (i) if it is determined that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated, or exercised, (iii) if it becomes probable that the forecasted transaction being hedged by the derivative will not occur, (iv) if a hedged firm commitment no longer meets the definition of a firm commitment, or (v) if it is determined that designation of the derivative as a hedge instrument is no longer appropriate. |
Restructuring Costs | Restructuring Costs Restructuring costs consist primarily of termination benefits and relocation of employees, termination of operating leases and other contracts related to consolidating or closing facilities. The Company applies the provisions of ASC Topic 420, Exit or Disposal Cost Obligations Nonretirement Postemployment Benefits for probable |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740, Income Taxes . Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and tax bases of assets and liabilities and are classified as noncurrent in the consolidated balance sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of date. laws have Deferred tax assets are reduced by a valuation allowance likely all evaluation for valuation allowance for valuation all have valuation allowance The Company is subject to income taxes in the United States and several States, taken taken all available likely any. Tax taken Tax more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Further information regarding the Company’s tax positions is included in Note 14 , Income Taxes |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Comprehensive income represents all changes in equity of the Company that result from recognized transactions and other economic events during the period. Other comprehensive income refers to revenues, expenses, gains, and losses that under GAAP are included in comprehensive income but excluded from net income. |
Foreign Currency | Foreign Currency Translation Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rate prevailing throughout the period. The effects of unrealized exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are accumulated as the cumulative translation adjustment included in accumulated other comprehensive loss in the consolidated balance sheets. Transaction Transactions denominated in foreign currency are recorded at the exchange rate on the date of each transaction. Realized gains and losses on foreign currency transactions are included in other income, net in the consolidated statements of operations and comprehensive income, except on certain intercompany balances which the Company has determined are of a long-term investment nature, which are included in accumulated other comprehensive loss in the consolidated balance sheets. Monetary assets and liabilities are remeasured at the balance sheet date at end-of-period exchange rates. Unrealized gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in other income, net in the consolidated statements of operations and comprehensive income in the period in which they occur. |
Investments in Equity Securities | Investments in Equity Securities Investments in equity securities are recorded in accordance with ASC Subtopic 321-10 , Investments — Equity Securities |
Net Income per Share | Net Income per Share Basic income or loss per share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. There were no dilutive instruments outstanding during the years ended December 31, 2021 and 2020. The calculation of weighted average shares outstanding and net income per share are as follows (in thousands, except for per share data): Year ended December 31, 2021 2020 Numerator for basic and diluted earnings per share: Net income $ 12,661 $ 38,453 Denominator: Weighted average shares outstanding - basic 28,598,692 27,483,350 Diluted weighted average shares outstanding 28,598,692 27,483,350 Net income per share: Basic $ 0.44 $ 1.40 Diluted $ 0.44 $ 1.40 |
Risk and Uncertainties | Risk and Uncertainties Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable. Risks associated with cash within the United States and foreign countries are mitigated by banking with federally insured, creditworthy institutions. As of December 31, 2021, and 2020, the Company had deposits of $7,593 and $3,130, respectively, at foreign financial institutions. Accounts receivable are financial instruments that also expose the Company to concentration of credit risk. Such exposure is limited by the large number of customers comprising the Company’s customer base and their dispersion across different geographic areas. In addition, the Company routinely assesses the financial strength of its customers and maintains an allowance for doubtful accounts that management believes will adequately provide for credit losses. Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses as considered necessary by management. Novel Coronavirus (COVID-19) The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S., and European governments in March 2020, with governments world-wide implementing safety measures restricting travel and requiring citizen lockdowns and self-confinements for quarantining purposes. This has negatively affected the U.S. and global economies, disrupted global supply chains, and resulted in significant transport restrictions and disruption of global financial markets. The COVID-19 pandemic has significantly impacted the global supply chain, with restrictions and limitations on related activities causing disruption and delay, along with increased raw material, storage, and shipping costs. These disruptions and delays have strained domestic and international supply chains, which have affected and could continue to negatively affect the flow or availability of certain critical raw materials and finished good products that the Company relies upon. Furthermore, any negative impacts on our logistical operations, including our fulfillment and shipping functions, could result in periodic delays in the delivery of our products. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted this ASU effective January 1, 2020. The adoption did not have a material impact on the Company’s disclosures. Refer to Note 5, Fair Value Measurements, for further discussion. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes There were no other new accounting standards that the Company expects to have a potential material impact to the financial position or results of operations upon adoption. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Summary of property and equipment | Buildings and improvements 5 to 39 years Furniture and fixtures 2 to 10 years Computer hardware and software 3 to 5 years Machinery and equipment 3 to 8 years |
Summary of changes in the accrued warranties and related costs | Year ended December 31, 2021 2020 Beginning accrued warranty expense $ 1,133 $ 2,114 Current period claims (399) (442) Provision for current period sales 522 307 Impact of accounting estimate change — (846) Ending accrued warranty expense $ 1,256 $ 1,133 |
Summary of calculation of weighted average shares outstanding and net income (loss) per share | Year ended December 31, 2021 2020 Numerator for basic and diluted earnings per share: Net income $ 12,661 $ 38,453 Denominator: Weighted average shares outstanding - basic 28,598,692 27,483,350 Diluted weighted average shares outstanding 28,598,692 27,483,350 Net income per share: Basic $ 0.44 $ 1.40 Diluted $ 0.44 $ 1.40 |
ACCOUNTS RECEIVEABLE, NET (Tabl
ACCOUNTS RECEIVEABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVEABLE, NET | |
Schedule of reconciliation of the changes in our allowance for doubtful accounts | Year ended December 31, 2021 2020 Beginning allowance for doubtful accounts $ 1,113 $ 1,345 Provision (188) 177 Write-offs (280) (409) Ending allowance for doubtful accounts $ 645 $ 1,113 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
REVENUE RECOGNITION | |
Summary of disaggregation of net sales by channel and geography | The following tables disaggregate net sales by channel and geography: Year ended December 31, 2021 2020 U.S. state and local agencies (a) $ 231,095 $ 230,706 Commercial 34,860 35,648 U.S. federal agencies 47,575 63,267 International 107,503 68,669 Other 6,255 6,352 Net sales $ 427,288 $ 404,642 (a) Includes all Distribution sales Year ended December 31, 2021 2020 United States $ 319,785 $ 335,973 International 107,503 68,669 $ 427,288 $ 404,642 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Summary of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 consisted of the following. There were no assets Level 1 Level 2 Level 3 Total Assets: Interest rate swap (Note 10) $ — $ 1,607 $ — $ 1,607 Total assets at fair value $ — $ 1,607 $ — $ 1,607 Liabilities: Interest rate swap (Note 10) $ — $ 389 $ — $ 389 Total liabilities at fair value $ — $ 389 $ — $ 389 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORIES | |
Summary of inventories stated at lower of cost or net realizable value | December 31, 2021 2020 Finished goods $ 28,707 $ 25,986 Work-in-process 4,053 3,741 Raw materials and supplies 31,218 31,196 $ 63,978 $ 60,923 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
Summary of property and equipment | Property and equipment consist of the following: December 31, 2021 2020 Land $ 4,620 $ 4,620 Building and improvements 17,556 17,367 Furniture and fixtures 1,209 1,288 Computer hardware and software 23,547 23,125 Machinery and equipment 21,795 22,162 Construction in progress 1,497 518 70,224 69,080 Less accumulated depreciation (37,171) (33,643) $ 33,053 $ 35,437 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Summary of changes in goodwill | Products Distribution Total Balance, December 31, 2019 $ 63,564 $ 2,616 $ 66,180 Foreign currency translation adjustments 134 — 134 Balance, December 31, 2020 $ 63,698 $ 2,616 $ 66,314 Foreign currency translation adjustments (52) — (52) Balance, December 31, 2021 $ 63,646 $ 2,616 $ 66,262 |
Summary of intangible assets | December 31, 2021 Weighted Accumulated Average Gross amortization Net Useful Life Definite lived intangibles: Customer relationships $ 74,078 $ (52,536) $ 21,542 11 Technology 11,978 (10,988) 990 7 Tradenames 6,473 (3,264) 3,209 4 Non-compete agreements 1,037 (1,037) — 4 $ 93,566 $ (67,825) $ 25,741 Indefinite lived intangibles: Tradenames 16,674 — 16,674 Indefinite Total $ 110,240 $ (67,825) $ 42,415 December 31, 2020 Weighted Accumulated Average Gross amortization Net Useful Life Definite lived intangibles: Customer relationships $ 74,123 $ (45,815) $ 28,308 11 Technology 11,991 (10,333) 1,658 7 Tradenames 6,490 (2,135) 4,355 4 Non-compete agreements 1,041 (1,027) 14 4 $ 93,645 $ (59,310) $ 34,335 Indefinite lived intangibles: Tradenames 16,674 — 16,674 Indefinite Total $ 110,319 $ (59,310) $ 51,009 |
Summary of estimated amortization expense for finite lived intangible assets | 2022 $ 7,682 2023 6,753 2024 3,855 2025 1,855 2026 1,440 Thereafter 4,156 $ 25,741 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DEBT | |
Schedule of company's debt | December 31, 2021 December 31, 2020 Short-term debt: Insurance premium financing $ 3,174 $ 1,225 Current portion of term loan 10,000 2,251 Current portion of other — 20 $ 13,174 $ 3,496 Long-term debt: Revolver — — Term loan 148,564 222,187 Other — 128 $ 148,564 $ 222,315 Unamortized debt discount and debt issuance costs (2,048) (13,005) Total long-term debt, net $ 146,516 $ 209,310 |
Summary of aggregate principal payments of long-term debt | 2022 $ 10,000 2023 10,000 2024 10,000 2025 10,000 2026 118,564 Thereafter — Total principal payments $ 158,564 |
Schedule of Interest rate swaps | Effective date Notional amount Fixed rate September 30, 2021 through July 23, 2026 $ 100,000 0.875 % |
Schedule of fair value swap agreement | December 31, Balance sheet accounts 2021 2020 Other assets $ 1,607 $ — Accrued liabilities $ 389 $ — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |
Summary of changes in outstanding options and restricted stock awards | Number issued 2,600,000 Vesting period $40.00 stock price target Grant price (per share) $4.65 Dividend yield 0.0% Expected volatility 32.08% Risk-free interest rate 1.59% Expected term (years) 5.67 |
Schedule of fair value of the restricted stock award grant | Weighted Average Grant Date Number of RSAs Fair Value Outstanding at December 31, 2020 — — Granted 2,600,000 $ 4.65 Vested — — Forfeited — — Outstanding at December 31, 2021 2,600,000 $ 4.65 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Summary of future minimum lease payments required under non-cancelable operating leases | Capital Leases Operating Leases 2022 43 4,293 2023 4 3,853 2024 — 2,725 2025 — 1,391 2026 — 406 Thereafter — 35 Total minimum lease payments $ 47 $ 12,703 Less: Amount representing interest (11) Capital lease obligation $ 36 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of consolidated income from continuing operations before income taxes | Year ended December 31, 2021 2020 U.S. operations $ 18,243 $ 23,776 Foreign operations 949 4,099 Income before benefit for income taxes $ 19,192 $ 27,875 |
Schedule of benefit for income taxes | Year ended December 31, 2021 2020 Current tax provision: Federal $ — $ — State (907) (188) Foreign (852) (1,482) Total current provision (1,759) (1,670) Deferred tax (provision) benefit: Federal (4,704) 10,233 State (897) 1,949 Foreign 829 66 Total deferred (provision) benefit (4,772) 12,248 Total income tax (provision) benefit $ (6,531) $ 10,578 |
Schedule of reconciliation of statutory federal income tax rate to effective rate | Year ended December 31, 2021 2020 Federal statutory rate 21.0 % 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal income taxes 8.4 7.7 Change in valuation allowance 0.8 (71.1) Current year tax credits (4.7) (2.3) Difference between foreign and federal tax rate 2.8 2.0 Permanent items 5.2 2.8 Reserve for uncertain tax positions — 1.3 Other 0.5 0.7 Effective tax rate 34.0 % (37.9) % |
Schedule of deferred income tax assets and liabilities | December 31, 2021 2020 Deferred tax assets: Net operating loss and other carry forwards $ 12,477 $ 15,531 Accrued liabilities 3,831 4,201 Reserves and other 2,265 3,587 263A uniform capitalization costs 657 1,067 Other deferred tax assets 1,911 2,122 Total deferred tax assets 21,141 26,508 Valuation allowance (1,890) (1,729) Net deferred tax assets 19,251 24,779 Deferred tax liabilities: Intangibles (2,624) (3,626) Depreciation (3,403) (3,667) Goodwill (6,594) (6,182) Other (868) (489) Total deferred tax liabilities (13,489) (13,964) Total deferred income taxes $ 5,762 $ 10,815 |
Schedule of reconciliation of change in unrecognized income tax benefit | Year ended December 31, 2021 2020 Beginning unrecognized tax benefits $ 2,122 $ 1,754 Current period unrecognized tax benefits (32) 368 Ending unrecognized tax benefits $ 2,090 $ 2,122 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT DATA | |
Summary of segment data | 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 (1) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. |
SUPPLEMENTAL DISCLOSURES TO C_2
SUPPLEMENTAL DISCLOSURES TO CASH FLOWS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUPPLEMENTAL DISCLOSURES TO CASH FLOWS | |
Schedule of cash flow supplemental disclosures | Year Ended December 31, 2021 2020 Supplemental disclosures: Cash paid for income taxes, net of refunds $ 1,158 $ 879 Cash paid for interest 13,336 23,316 Non-cash transactions: Accruals and accounts payable for capital expenditures 197 — Stock received in the sale of business — 4,731 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - item | Oct. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2021 |
Goodwill and Other Intangible Assets | |||
Number of reporting units | 3 | 3 | |
Minimum | Building and improvements | |||
Property and Equipment | |||
Useful lives of property and equipment | 5 years | ||
Minimum | Furniture and fixtures | |||
Property and Equipment | |||
Useful lives of property and equipment | 2 years | ||
Minimum | Computer hardware and software | |||
Property and Equipment | |||
Useful lives of property and equipment | 3 years | ||
Minimum | Machinery and equipment | |||
Property and Equipment | |||
Useful lives of property and equipment | 3 years | ||
Maximum | Building and improvements | |||
Property and Equipment | |||
Useful lives of property and equipment | 39 years | ||
Maximum | Furniture and fixtures | |||
Property and Equipment | |||
Useful lives of property and equipment | 10 years | ||
Maximum | Computer hardware and software | |||
Property and Equipment | |||
Useful lives of property and equipment | 5 years | ||
Maximum | Machinery and equipment | |||
Property and Equipment | |||
Useful lives of property and equipment | 8 years |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Accrued warranties and related costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in the Company's accrued warranties and related costs | ||
Beginning accrued warranty expense | $ 1,133 | $ 2,114 |
Current period claims | (399) | (442) |
Provision for current period sales | 522 | 307 |
Impact of accounting estimate change | (846) | |
Ending accrued warranty expense | $ 1,256 | $ 1,133 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Weighted average shares outstanding and net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for basic and diluted earnings per share: | ||
Net income | $ 12,661 | $ 38,453 |
Net income (loss) | $ 12,661 | $ 38,453 |
Weighted average shares outstanding: | ||
Weighted average shares outstanding - basic | 28,598,692 | 27,483,350 |
Diluted weighted average shares outstanding | 28,598,692 | 27,483,350 |
Net income per share: | ||
Basic | $ 0.44 | $ 1.40 |
Diluted | $ 0.44 | $ 1.40 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Nature of Operations and Basis of Presentation | |||
Number of manufacturing plants | item | 14 | ||
Stock Split | |||
Stock split ratio | 50 | ||
Accounts payable, book cash overdrafts | $ 670 | $ 1,329 | |
Total research and development costs | 6,460 | 5,630 | |
Cost of goods sold | 256,598 | 251,704 | |
Deposits | 7,593 | 3,130 | |
Gain on sale of equity securities | 2,178 | ||
Equity investments | 0 | 0 | |
Reimbursable development contract | |||
Stock Split | |||
Cost of goods sold | 5,895 | 3,697 | |
Marketing, promotions and catalog | |||
Stock Split | |||
Advertising Expense | $ 3,120 | ||
Trade show expenses | |||
Stock Split | |||
Advertising Expense | $ 2,692 |
ACCOUNTS RECEIVEABLE, NET (Deta
ACCOUNTS RECEIVEABLE, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning allowance for doubtful accounts | $ 1,113 | $ 1,345 |
Provision | (188) | 177 |
Write-offs | (280) | (409) |
Ending allowance for doubtful accounts | $ 645 | $ 1,113 |
DISPOSITIONS AND ASSETS HELD FO
DISPOSITIONS AND ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Apr. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Liabilities current, held for sale | $ 128 | ||
Ontario, California Facility | Disposal Group, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Sales price | $ 12,387 | ||
Gain on sale of assets | $ 6,219 | ||
Daventry, UK Facility | Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current assets held for sale | 278 | ||
Liabilities current, held for sale | $ 128 |
REVENUE RECOGNITION - Net sales
REVENUE RECOGNITION - Net sales by channel and geography (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition | ||
Net sales | $ 427,288 | $ 404,642 |
U.S. state and local agencies | ||
Revenue Recognition | ||
Net sales | 231,095 | 230,706 |
Commercial | ||
Revenue Recognition | ||
Net sales | 34,860 | 35,648 |
U.S. federal agencies | ||
Revenue Recognition | ||
Net sales | 47,575 | 63,267 |
International | ||
Revenue Recognition | ||
Net sales | 107,503 | 68,669 |
Other | ||
Revenue Recognition | ||
Net sales | $ 6,255 | $ 6,352 |
REVENUE RECOGNITION - Includes
REVENUE RECOGNITION - Includes all Distribution sales (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition | ||
Net sales | $ 427,288 | $ 404,642 |
United States | ||
Revenue Recognition | ||
Net sales | 319,785 | 335,973 |
International. | ||
Revenue Recognition | ||
Net sales | $ 107,503 | $ 68,669 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE RECOGNITION | ||
Contract liabilities, current | $ 10,949 | $ 6,485 |
Revenue recognized from amounts included in contract liabilities | $ 4,994 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional information (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue Recognition | |
Remaining performance obligations | $ 22,079 |
Percentage of remaining performance obligations expect to recognize | 69.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | |
Revenue Recognition | |
Expected timing of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | |
Revenue Recognition | |
Expected timing of satisfaction | 2 years |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Interest rate swaps | $ 1,607 | |
Total assets at fair value | 1,607 | $ 0 |
Liabilities: | ||
Interest rate swaps | 389 | |
Total liabilities at fair value | 389 | $ 0 |
Level 2 | ||
Assets: | ||
Interest rate swaps | 1,607 | |
Total assets at fair value | 1,607 | |
Liabilities: | ||
Interest rate swaps | 389 | |
Total liabilities at fair value | $ 389 |
FAIR VALUE MEASUREMENTS - Trans
FAIR VALUE MEASUREMENTS - Transfers of assets or liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Transfers of assets from level 1 to level 2 | $ 0 | $ 0 |
Transfers of assets from level 2 to level 1 | 0 | 0 |
Transfers of liabilities from level 1 to level 2 | 0 | 0 |
Transfers of liabilities from level 2 to level 1 | 0 | 0 |
Transfers of assets in and out of level 3 | 0 | 0 |
Transfers of liabilities in and out of level 3 | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
INVENTORIES | ||
Finished goods | $ 28,707 | $ 25,986 |
Work-in-process | 4,053 | 3,741 |
Raw materials and supplies | 31,218 | 31,196 |
Inventory Net | $ 63,978 | $ 60,923 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $ 70,224 | $ 69,080 |
Less accumulated depreciation | (37,171) | (33,643) |
Property and equipment, net | 33,053 | 35,437 |
Depreciation expense | 5,143 | 5,495 |
Depreciation expense included in cost of goods sold | 2,144 | 2,523 |
Land | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 4,620 | 4,620 |
Building and improvements | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 17,556 | 17,367 |
Furniture and fixtures | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 1,209 | 1,288 |
Computer hardware and software | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 23,547 | 23,125 |
Machinery and equipment | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 21,795 | 22,162 |
Construction in progress | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $ 1,497 | $ 518 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of changes in goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance at the beginning | $ 66,314 | $ 66,180 |
Impairment losses | 0 | 0 |
Foreign currency translation adjustments | (52) | 134 |
Balance at the ending | 66,262 | 66,314 |
Products | ||
Goodwill [Roll Forward] | ||
Balance at the beginning | 63,698 | 63,564 |
Foreign currency translation adjustments | (52) | 134 |
Balance at the ending | 63,646 | 63,698 |
Distribution | ||
Goodwill [Roll Forward] | ||
Balance at the beginning | 2,616 | 2,616 |
Balance at the ending | $ 2,616 | $ 2,616 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Impairment of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Goodwill impairment charge | $ 0 | $ 0 |
Gross goodwill | 73,847 | 73,899 |
Accumulated impairment losses | $ 7,585 | $ 7,585 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Definite lived intangibles, Gross | $ 93,566 | $ 93,645 |
Definite lived intangibles, Accumulated amortization | (67,825) | (59,310) |
Definite lived intangibles, Net | 25,741 | 34,335 |
Indefinite lived intangibles | 110,240 | 110,319 |
Indefinite lived intangibles, Net | 42,415 | 51,009 |
Tradenames | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Indefinite lived intangibles | 16,674 | 16,674 |
Indefinite lived intangibles, Net | 16,674 | 16,674 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Definite lived intangibles, Gross | 74,078 | 74,123 |
Definite lived intangibles, Accumulated amortization | (52,536) | (45,815) |
Definite lived intangibles, Net | $ 21,542 | $ 28,308 |
Weighted Average Useful Life | 11 years | 11 years |
Technology | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Definite lived intangibles, Gross | $ 11,978 | $ 11,991 |
Definite lived intangibles, Accumulated amortization | (10,988) | (10,333) |
Definite lived intangibles, Net | $ 990 | $ 1,658 |
Weighted Average Useful Life | 7 years | 7 years |
Tradenames | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Definite lived intangibles, Gross | $ 6,473 | $ 6,490 |
Definite lived intangibles, Accumulated amortization | (3,264) | (2,135) |
Definite lived intangibles, Net | $ 3,209 | $ 4,355 |
Weighted Average Useful Life | 4 years | 4 years |
Non-compete agreements | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Definite lived intangibles, Gross | $ 1,037 | $ 1,041 |
Definite lived intangibles, Accumulated amortization | $ (1,037) | (1,027) |
Definite lived intangibles, Net | $ 14 | |
Weighted Average Useful Life | 4 years | 4 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Amortization expense | $ 8,575 | $ 9,238 |
Amortization expense included in cost of goods sold | $ 666 | $ 1,342 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization expense for finite lived intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated amortization expense for finite-lived intangible assets | ||
2022 | $ 7,682 | |
2023 | 6,753 | |
2024 | 3,855 | |
2025 | 1,855 | |
2026 | 1,440 | |
Thereafter | 4,156 | |
Finite lived intangible assets | $ 25,741 | $ 34,335 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ACCRUED LIABILITIES | ||
Accrued expenses | $ 3,226 | $ 4,257 |
Accrued compensation and payroll tax | 19,227 | 18,745 |
Accrued interest payable | 70 | 703 |
Accrued warranty expense | 1,256 | 1,133 |
Deferred revenue and customer credit balances | 12,605 | 7,262 |
Other accrued liabilities | 4,352 | 3,904 |
Accrued liabilities | $ 40,736 | $ 36,004 |
DEBT - Schedule of company's de
DEBT - Schedule of company's debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt | ||
Short-term debt | $ 13,174 | $ 3,496 |
Long-term debt | 148,564 | 222,315 |
Unamortized debt discount and debt issuance costs | (2,048) | (13,005) |
Total long-term debt, net | 146,516 | 209,310 |
Term loan | ||
Debt | ||
Long-term debt | 148,564 | 222,187 |
Other. | ||
Debt | ||
Long-term debt | 128 | |
Insurance premium financing | ||
Debt | ||
Short-term debt | 3,174 | 1,225 |
Current portion of term loan | ||
Debt | ||
Short-term debt | $ 10,000 | 2,251 |
Current portion of other | ||
Debt | ||
Short-term debt | $ 20 |
DEBT - Summary of aggregate pri
DEBT - Summary of aggregate principal payment of long-term debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
DEBT | |
2022 | $ 10,000 |
2023 | 10,000 |
2024 | 10,000 |
2025 | 10,000 |
2026 | 118,564 |
Total principal payments | $ 158,564 |
DEBT - New Credit Agreement (De
DEBT - New Credit Agreement (Details) $ in Thousands | Oct. 01, 2022 | Aug. 20, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt | ||||
Outstanding borrowings | $ 148,564 | $ 222,315 | ||
Loss on extinguishment of debt | 15,155 | 200 | ||
Debt issuance costs paid | 2,198 | |||
Unamortized debt discount and debt issuance costs | (2,048) | (13,005) | ||
Term loan | ||||
Debt | ||||
Outstanding borrowings | $ 148,564 | 222,187 | ||
New Credit Agreement | ||||
Debt | ||||
Minimum fixed charge coverage ratio | 1.25 | |||
Total net leverage ratio | 3.75 | |||
Increase in total net leverage ratio | 0.50 | |||
Loss on extinguishment of debt | $ 15,155 | |||
Financing costs paid | 4,114 | |||
Fees paid to lenders | 1,916 | |||
Debt issuance costs paid | 2,198 | |||
Unamortized debt discount | 956 | 11,906 | ||
Unamortized debt issuance costs | $ 1,092 | 1,099 | ||
New Credit Agreement | Minimum | ||||
Debt | ||||
Commitment Fee | 0.175% | |||
New Credit Agreement | Maximum | ||||
Debt | ||||
Commitment Fee | 0.25% | |||
Total net leverage ratio | 3.50 | |||
New Credit Agreement | Base Rate | Minimum | ||||
Debt | ||||
Applicable margin (as a percent) | 0.50% | |||
New Credit Agreement | Base Rate | Maximum | ||||
Debt | ||||
Applicable margin (as a percent) | 1.50% | |||
New Credit Agreement | LIBOR | Minimum | ||||
Debt | ||||
Applicable margin (as a percent) | 1.50% | |||
New Credit Agreement | LIBOR | Maximum | ||||
Debt | ||||
Applicable margin (as a percent) | 2.50% | |||
New Credit Agreement | Revolving credit facility. | ||||
Debt | ||||
Maximum borrowing capacity | $ 100,000 | |||
Outstanding borrowings | $ 0 | 0 | ||
Available borrowing capacity | 96,961 | |||
Financing costs paid | 1,365 | |||
New Credit Agreement | Term loan | ||||
Debt | ||||
Aggregate principal amount per quarter (in percent) | 1.25% | |||
Outstanding borrowings | $ 200,000 | $ 158,564 | $ 224,438 | |
Increase in total net leverage ratio | 2.61 | 7.50 | ||
Financing costs paid | $ 2,749 | |||
New Credit Agreement | Letter of credit | ||||
Debt | ||||
Maximum borrowing capacity | 15,000 | |||
Outstanding letters of credit | $ 3,039 | |||
New Credit Agreement | Swing line loans | ||||
Debt | ||||
Maximum borrowing capacity | $ 10,000 |
DEBT - Canadian Credit Facility
DEBT - Canadian Credit Facility (Details) - Canadian Credit Facility $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Oct. 14, 2021USD ($) | Oct. 14, 2021CAD ($) | |
Minimum | |||
Debt | |||
Unused line fee (as a percent) | 0.175% | ||
Maximum | |||
Debt | |||
Unused line fee (as a percent) | 0.25% | ||
Base Rate | Minimum | |||
Debt | |||
Applicable margin (as a percent) | 0.50% | ||
Base Rate | Maximum | |||
Debt | |||
Applicable margin (as a percent) | 1.50% | ||
LIBOR | Minimum | |||
Debt | |||
Applicable margin (as a percent) | 1.50% | ||
LIBOR | Maximum | |||
Debt | |||
Applicable margin (as a percent) | 2.50% | ||
Revolving credit facility. | |||
Debt | |||
Maximum borrowing capacity | $ 0 | $ 10,000 | |
Upfront Fee | 0.25% | ||
Letter of credit | |||
Debt | |||
Maximum borrowing capacity | $ 3,000 |
DEBT - Short-Term Debt (Details
DEBT - Short-Term Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Nov. 30, 2021 | Jul. 31, 2021 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt | |||||
Outstanding balance | $ 13,174 | $ 3,496 | |||
Aon Premium Finance | Short-Term Loan Facility | |||||
Debt | |||||
Amount of short term loan facility | $ 3,436 | $ 2,733 | |||
Fixed annual interest rate | 3.75% | 4.25% | |||
Required monthly payments | $ 318 | $ 309 | |||
Outstanding balance | 1,889 | $ 1,225 | |||
IPFS Corporation | Short-Term Loan Facility | |||||
Debt | |||||
Amount of short term loan facility | $ 1,183 | $ 410 | |||
Fixed annual interest rate | 1.98% | 1.98% | |||
Required monthly payments | $ 108 | $ 37 | |||
Outstanding balance | $ 1,064 | $ 221 |
DEBT - Schedule of interest rat
DEBT - Schedule of interest rate swaps (Details) - Interest Rate Swap $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Interest Rate Swaps | |
Debt instrument, start maturity date | Sep. 30, 2021 |
Debt instrument, end maturity date | Jul. 23, 2026 |
Notional amount | $ 100,000 |
Fixed rate | 0.875% |
Variable rate | 0.11% |
DEBT - Schedule of fair value s
DEBT - Schedule of fair value swap agreement (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Interest Rate Swaps | |
Cumulative gain, net of tax | $ 913 |
Gain recognized in other comprehensive income | 767 |
Amount reclassified from accumulated other comprehensive loss to earnings | 146 |
Amount reclassified from AOCI into interest expense within next twelve months | 389 |
Interest Rate Swap | Other assets | |
Interest Rate Swaps | |
Derivative asset | 1,607 |
Interest Rate Swap | Accrued liabilities | |
Interest Rate Swaps | |
Derivative liability | $ 389 |
SHAREHOLDERS EQUITY (DEFICIT) (
SHAREHOLDERS EQUITY (DEFICIT) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 04, 2022 | Jan. 25, 2022 | Dec. 07, 2021 | Nov. 03, 2021 | Aug. 11, 2021 | Aug. 31, 2021 | Nov. 22, 2021 | Nov. 11, 2021 |
Shareholders' Equity (Deficit) | ||||||||
Dividends per share declared | $ 0.32 | $ 0.08 | ||||||
Dividend declared | $ 2,751 | $ 2,751 | $ 10,000 | |||||
Dividend paid | $ 10 | |||||||
Dividend declared (in dollars per share) | $ 0.08 | $ 0.36 | ||||||
Dividend paid (in dollars per share) | $ 0.36 | |||||||
Initial public offering | ||||||||
Shareholders' Equity (Deficit) | ||||||||
Number of shares issued | 6,900,000 | |||||||
Public offering price | $ 13 | |||||||
Net proceeds from the sale of shares | $ 78,581 | |||||||
Underwriter discounts and commissions, fees and expenses | 11,119 | |||||||
Initial public offering | Kanders & Company, Inc | ||||||||
Shareholders' Equity (Deficit) | ||||||||
Underwriter discounts and commissions, fees and expenses | $ 2,250 | |||||||
Over-Allotment Option | ||||||||
Shareholders' Equity (Deficit) | ||||||||
Number of shares issued | 900,000 |
STOCK-BASED COMPENSATION - Othe
STOCK-BASED COMPENSATION - Other (Details) - $ / shares | Nov. 04, 2021 | Dec. 31, 2021 |
Restricted Stock | ||
Stock-Based Compensation | ||
Number of shares reserved and available for issuance under the plan | 2,600,000 | |
Number of awards granted | 2,600,000 | 2,600,000 |
Number of shares expected to vest | 2,600,000 | |
Common stock, share price | $ 40 | |
Number Of Consecutive Trading Days, Fair Market Value To Be Maintained | 20 days | |
Stock-Based Compensation, Fair Value Assumptions | ||
Number issued | 2,600,000 | 2,600,000 |
Fair market price | $ 40 | |
Grant price (per share) | $ 4.65 | |
Dividend yield | 0.00% | |
Expected volatility | 32.08% | |
Risk-free interest rate | 1.59% | |
Expected term | 5 years 8 months 1 day | |
Stock Incentive Plan 2021 | ||
Stock-Based Compensation | ||
Maximum number of shares that may be issued under the plan | 9,650,000 | |
Number of shares reserved and available for issuance under the plan | 7,050,000 | |
Number of awards granted | 2,600,000 | |
Stock-Based Compensation, Fair Value Assumptions | ||
Number issued | 2,600,000 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of changes in outstanding options and restricted stock awards (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | Nov. 04, 2021 | Dec. 31, 2021 |
Number of RSAs | ||
Number of awards granted | 2,600,000 | 2,600,000 |
Vested | 2,600,000 | |
Outstanding at Ending | 2,600,000 | |
Weighted Average Grant Date Fair Value | ||
Granted | $ 4.65 | |
Outstanding at Ending | $ 4.65 | |
Share based compensation expense | $ 355 | |
Grant date fair value which is expected to be recognized as compensation expense | $ 11,735 | |
Grant date fair value expected to be recognized as compensation expense over a weighted average period | 5 years 6 months |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details) $ in Thousands | 1 Months Ended |
Sep. 30, 2021USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Damage awarded | $ 7,500 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
Total rent expense | $ 4,663 | $ 4,403 |
Capital Lease Obligations Accrued Current | 43 | 43 |
Capital Lease Obligations Accrued Noncurrent | $ 4 | $ 46 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Future minimum lease payments required under non-cancelable operating leases and capital lease agreements (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Capital Leases | |
2022 | $ 43 |
2023 | 4 |
Total minimum lease payments | 47 |
Less: Amount representing interest | (11) |
Capital lease obligation | 36 |
Operating Leases | |
2022 | 4,293 |
2023 | 3,853 |
2024 | 2,725 |
2025 | 1,391 |
2026 | 406 |
Thereafter | 35 |
Total minimum lease payments | $ 12,703 |
INCOME TAXES - Consolidated inc
INCOME TAXES - Consolidated income from continuing operations before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | ||
U.S. operations | $ 18,243 | $ 23,776 |
Foreign operations | 949 | 4,099 |
Income before benefit for income taxes | $ 19,192 | $ 27,875 |
INCOME TAXES - Benefit for inco
INCOME TAXES - Benefit for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax provision: | ||
State | $ (907) | $ (188) |
Foreign | (852) | (1,482) |
Total current provision | (1,759) | (1,670) |
Deferred tax (provision) benefit: | ||
Federal | (4,704) | 10,233 |
State | (897) | 1,949 |
Foreign | 829 | 66 |
Total deferred (provision) benefit | 4,772 | (12,248) |
Total income tax (provision) benefit | $ (6,531) | $ 10,578 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the statutory federal income tax rate to the effective rate reported in the Company's consolidated financial statements (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income taxes, net of federal income taxes | 8.40% | 7.70% |
Change in valuation allowance | 0.80% | (71.10%) |
Current year tax credits | (4.70%) | (2.30%) |
Difference between foreign and federal tax rate | 2.80% | 2.00% |
Permanent items | 5.20% | 2.80% |
Reserve for uncertain tax positions | 1.30% | |
Other | 0.50% | 0.70% |
Effective tax rate | 34.00% | (37.90%) |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss and other carry forwards | $ 12,477 | $ 15,531 |
Accrued liabilities | 3,831 | 4,201 |
Reserves and other | 2,265 | 3,587 |
263A uniform capitalization costs | 657 | 1,067 |
Other deferred tax assets | 1,911 | 2,122 |
Total deferred tax assets | 21,141 | 26,508 |
Valuation allowance | (1,890) | (1,729) |
Net deferred tax assets | 19,251 | 24,779 |
Deferred tax liabilities: | ||
Intangibles | (2,624) | (3,626) |
Depreciation | (3,403) | (3,667) |
Goodwill | (6,594) | (6,182) |
Other | (868) | (489) |
Total deferred tax liabilities | (13,489) | (13,964) |
Total deferred income taxes | $ 5,762 | $ 10,815 |
INCOME TAXES - Reconciliation_2
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning unrecognized tax benefits | $ 2,122 | $ 1,754 |
Current period unrecognized tax benefits | 368 | |
Current period unrecognized tax benefits | (32) | |
Ending unrecognized tax benefits | 2,090 | 2,122 |
Amounts representing penalties and interest were recorded as income tax expense | 0 | 0 |
Amount of interest or penalties accrued | $ 0 | $ 0 |
INCOME TAXES - Operating loss C
INCOME TAXES - Operating loss Carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES. | ||
Federal and state net operating loss carryforwards ("NOLs") resulting in deferred tax assets | $ 12,477 | $ 15,531 |
Increase in valuation allowance | 161 | |
Amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect the Company's effective tax rate | $ 2,090 |
COMPENSATION AND DEFINED CONT_2
COMPENSATION AND DEFINED CONTRIBUTION PLANS (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021item | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | |
COMPENSATION AND DEFINED CONTRIBUTION PLANS | |||
Employer contribution to plans | $ 1,780 | $ 1,812 | |
Number of equal installments | item | 3 | ||
Vesting period for awards granted under the cash-based long-term incentive plan | 3 years | ||
Compensation expense related to the cash-based long-term incentive plan | $ 2,162 | ||
Number of awards granted under cash-based executive compensation plan | shares | 1,433,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)warehouse | Dec. 31, 2020USD ($) | |
Related Party Transactions | ||
Number of distribution warehouses and retail stores leased from related parties | warehouse | 5 | |
Rent expense | $ 579 | $ 635 |
Warren Kanders | ||
Related Party Transactions | ||
Fees paid for services related to the Company's initial public offering | 2,250 | |
Fees paid for services related to the execution of the New Credit Agreement | $ 1,000 | |
Fees paid in connection with the execution of a debt financing | $ 1,000 |
RESTRUCTURING - Restructuring E
RESTRUCTURING - Restructuring Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RESTRUCTURING | ||
Restructuring Charges | $ 395 | $ 160 |
Cumulative restructuring charges since the commencement of the organizational realignment | $ 5,080 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
SEGMENT DATA | |
Number of reportable segments | 2 |
SEGMENT DATA - asset informatio
SEGMENT DATA - asset information or operating expenses by segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Data | ||
Net sales | $ 427,288 | $ 404,642 |
Cost of goods sold | 256,598 | 251,704 |
Gross profit | 170,690 | 152,938 |
Reconciling Items | ||
Segment Data | ||
Net sales | (24,944) | (23,969) |
Cost of goods sold | (24,932) | (24,105) |
Gross profit | (12) | 136 |
Products | Operating segments | ||
Segment Data | ||
Net sales | 362,189 | 343,689 |
Cost of goods sold | 213,881 | 211,048 |
Gross profit | 148,308 | 132,641 |
Distribution | Operating segments | ||
Segment Data | ||
Net sales | 90,043 | 84,922 |
Cost of goods sold | 67,649 | 64,761 |
Gross profit | $ 22,394 | $ 20,161 |
SUPPLEMENTAL DISCLOSURES TO C_3
SUPPLEMENTAL DISCLOSURES TO CASH FLOWS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental disclosures: | ||
Cash paid for income taxes, net of refunds | $ 1,158 | $ 879 |
Cash paid for interest | 13,336 | 23,316 |
Non-cash transactions: | ||
Accruals and accounts payable for capital expenditures | $ 197 | |
Stock received in the sale of business | $ 4,731 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2022 | Jan. 11, 2022 | Nov. 04, 2021 | Dec. 31, 2021 |
Subsequent Events | ||||
Compensation expense related to the cash-based long-term incentive plan | $ 2,162 | |||
Subsequent event | ||||
Subsequent Events | ||||
Number of units expected to vest under cash-based executive compensation plan | 632,500 | |||
Number of unvested units under cash-based executive compensation plan | 801,000 | |||
Grant date fair value per share of common stock of all vested and unvested units under the cash-based executive compensation plan | $ 23.45 | |||
Compensation expense related to the cash-based long-term incentive plan | $ 22,100 | |||
Unrecognized compensation under cash-based executive compensation plan | 11,516 | |||
Stock Incentive Plan 2021 | ||||
Subsequent Events | ||||
Number of awards granted | 2,600,000 | |||
Stock Incentive Plan 2021 | Subsequent event | ||||
Subsequent Events | ||||
Share based compensation expense | $ 0 | |||
Stock Incentive Plan 2021 | RSUs | Subsequent event | ||||
Subsequent Events | ||||
Number of awards granted | 85,108 | |||
Vesting period | 3 years | |||
Grant date fair value (per share) | $ 23.45 | |||
Unrecognized compensation expense | $ 1,996 | |||
Stock Incentive Plan 2021 | Stock Options | Subsequent event | ||||
Subsequent Events | ||||
Number of options issued | 309,479 | |||
Vesting period | 3 years | |||
Expiration period | 10 years | |||
Grant date fair value (per share) | $ 6.72 | |||
Unrecognized compensation expense | $ 2,079 | |||
Radar Leather Division S.r.l | Subsequent event | ||||
Subsequent Events | ||||
Purchase Consideration | $ 21,000 |