Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 300,482,938 | ||
Entity Common Stock, Shares Outstanding | 37,587,436 | ||
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 | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 87,691,000 | $ 45,286,000 |
Accounts receivable, net | 58,360,000 | 64,557,000 |
Inventories | 80,976,000 | 70,273,000 |
Prepaid expenses | 11,930,000 | 10,091,000 |
Other current assets | 6,886,000 | 6,811,000 |
Total current assets | 245,843,000 | 197,018,000 |
Property and equipment, net | 44,647,000 | 45,285,000 |
Operating lease assets | 6,554,000 | 8,489,000 |
Deferred tax assets, net | 4,004,000 | 2,255,000 |
Intangible assets, net | 43,472,000 | 50,695,000 |
Goodwill | 81,667,000 | 81,576,000 |
Other assets | 4,992,000 | 6,634,000 |
Total assets | 431,179,000 | 391,952,000 |
Current liabilities | ||
Accounts payable | 28,418,000 | 23,406,000 |
Accrued liabilities | 44,524,000 | 38,720,000 |
Income tax payable | 9,944,000 | 4,584,000 |
Current portion of long-term debt | 12,320,000 | 12,211,000 |
Total current liabilities | 95,206,000 | 78,921,000 |
Long-term debt | 127,812,000 | 137,476,000 |
Long-term operating lease liabilities | 3,186,000 | 4,965,000 |
Deferred tax liabilities | 4,843,000 | 3,508,000 |
Other liabilities | 2,970,000 | 1,192,000 |
Total liabilities | 234,017,000 | 226,062,000 |
Commitments and contingencies (Note 14) | ||
Mezzanine equity | ||
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2022) | ||
Shareholders' equity | ||
Common stock ($0.0001 par value, 190,000,000 shares authorized, 37,587,436 and 37,332,271 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively) | 4,000 | 4,000 |
Additional paid-in capital | 212,630,000 | 206,540,000 |
Accumulated other comprehensive income | 634,000 | 2,087,000 |
Accumulated deficit | (16,106,000) | (42,741,000) |
Total shareholders' equity | 197,162,000 | 165,890,000 |
Total liabilities, mezzanine equity and shareholders' equity | $ 431,179,000 | $ 391,952,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
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 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 37,587,436 | 37,332,271 |
Common stock, shares outstanding | 37,587,436 | 37,332,271 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations and Comprehensive Income | |||
Net sales | $ 482,532,000 | $ 457,837,000 | $ 427,288,000 |
Cost of goods sold | 281,806,000 | 282,159,000 | 256,598,000 |
Gross profit | 200,726,000 | 175,678,000 | 170,690,000 |
Operating expenses | |||
Selling, general and administrative | 140,519,000 | 153,129,000 | 114,962,000 |
Restructuring and transaction costs | 2,192,000 | 4,355,000 | 3,430,000 |
Related party expense | 1,496,000 | 1,478,000 | 579,000 |
Total operating expenses | 144,207,000 | 158,962,000 | 118,971,000 |
Operating income | 56,519,000 | 16,716,000 | 51,719,000 |
Other expense | |||
Interest expense | (4,531,000) | (6,206,000) | (16,425,000) |
Loss on extinguishment of debt | (15,155,000) | ||
Other income (expense), net | 936,000 | (1,137,000) | (947,000) |
Total other expense, net | (3,595,000) | (7,343,000) | (32,527,000) |
Income before provision for income taxes | 52,924,000 | 9,373,000 | 19,192,000 |
Provision for income taxes | (14,283,000) | (3,553,000) | (6,531,000) |
Net income | $ 38,641,000 | $ 5,820,000 | $ 12,661,000 |
Net income per share: | |||
Basic | $ 1.03 | $ 0.16 | $ 0.44 |
Diluted | $ 1.02 | $ 0.16 | $ 0.44 |
Weighted average shares outstanding: | |||
Basic | 37,533,818 | 36,109,844 | 28,598,692 |
Diluted | 37,920,488 | 36,122,374 | 28,598,692 |
Net income | $ 38,641,000 | $ 5,820,000 | $ 12,661,000 |
Other comprehensive income: | |||
Unrealized holding gains on interest rate swaps, net of tax(1) | 775,000 | 6,444,000 | 767,000 |
Reclassification adjustments for (gains) losses included in net income (loss), net of tax(2) | (3,157,000) | (618,000) | 146,000 |
Total unrealized (loss) gain on interest rate swaps, net of tax | (2,382,000) | 5,826,000 | 913,000 |
Foreign currency translation adjustments, net of tax(3) | 929,000 | (1,822,000) | 30,000 |
Other comprehensive (loss) income | (1,453,000) | 4,004,000 | 943,000 |
Comprehensive income, net of tax | $ 37,188,000 | $ 9,824,000 | $ 13,604,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations and Comprehensive Income | |||
Unrealized holding gains on interest rate swaps, income tax expense | $ 258 | $ 2,148 | $ 256 |
Reclassification adjustments for (gains) losses included in net income, income tax benefit | 1,052 | 206 | 49 |
Foreign currency translation adjustments, income tax expense | $ 257 | $ 587 | $ 24 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | |||
Net income | $ 38,641 | $ 5,820 | $ 12,661 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 15,737 | 15,651 | 13,718 |
Amortization of original issue discount and debt issue costs | 479 | 740 | 3,193 |
Amortization of inventory step-up | 4,255 | ||
Loss on extinguishment of debt | 15,155 | ||
Deferred income taxes | (210) | (1,087) | 4,772 |
Stock-based compensation | 9,368 | 31,858 | 355 |
Provision for (recoveries from) losses on accounts receivable | 66 | 417 | (188) |
Foreign exchange (gain) loss | (602) | 1,517 | 102 |
Other | (381) | (170) | |
Changes in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | 6,602 | (11,536) | (4,641) |
Inventories | (10,223) | 1,162 | (3,189) |
Prepaid expenses and other assets | (302) | (7,711) | (4,564) |
Accounts payable and other liabilities | 14,034 | 5,493 | 2,720 |
Net cash provided by operating activities | 73,209 | 46,409 | 40,094 |
Cash Flows From Investing Activities: | |||
Purchase of property and equipment | (6,727) | (4,494) | (2,832) |
Proceeds from disposition of property and equipment | 207 | 411 | |
Business acquisitions, net of cash acquired | (55,543) | ||
Net cash used in investing activities | (6,520) | (59,626) | (2,832) |
Cash Flows From Financing Activities: | |||
Proceeds from revolving credit facilities | 43,000 | 257,980 | |
Principal payments on revolving credit facilities | (43,000) | (258,612) | |
Proceeds from term loans | 198,716 | ||
Principal payments on term loans | (10,000) | (10,116) | (266,000) |
Proceeds from insurance premium financing | 3,949 | 3,989 | 5,010 |
Principal payments on insurance premium financing | (3,973) | (4,952) | (3,061) |
Payments for debt issuance costs | (2,198) | ||
Payments on extinguishment of debt | (4,217) | ||
Taxes paid in connection with employee stock transactions | (2,725) | (6,300) | |
Proceeds from initial public offering, net of underwriter discounts | 83,421 | ||
Proceeds from secondary offering, net of underwriter discounts | 56,329 | ||
Deferred offering costs | (2,953) | (4,841) | |
Dividends distributed | (12,006) | (11,509) | (12,751) |
Other | 33 | (25) | (43) |
Net cash (used in) provided by financing activities | (24,722) | 24,463 | (6,596) |
Effect of foreign exchange rates on cash and cash equivalents | 438 | 183 | 318 |
Change in cash and cash equivalents | 42,405 | 11,429 | 30,984 |
Cash and cash equivalents, beginning of period | 45,286 | 33,857 | 2,873 |
Cash and cash equivalents, end of period | 87,691 | 45,286 | 33,857 |
Supplemental Disclosure of Cash Flows Information: | |||
Cash paid for income taxes, net | 8,729 | 1,395 | 1,158 |
Cash paid for interest | 10,090 | 6,109 | 13,336 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||
Accruals and accounts payable for capital expenditures | $ 234 | $ 172 | $ 197 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 3 | $ 48,670 | $ (2,860) | $ (36,962) | $ 8,851 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 27,483,350 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 12,661 | 12,661 | |||
Issuance of common stock in offering, net of underwriter discounts and issuance costs | 78,581 | 78,581 | |||
Issuance of common stock in offering, net of underwriter discounts and issuance costs (in shares) | 6,900,000 | ||||
Dividends declared | (12,751) | (12,751) | |||
Stock-based compensation | 355 | 355 | |||
Foreign currency translation adjustments | 30 | 30 | |||
Change in fair value of derivative instruments | 913 | 913 | |||
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 5,820 | 5,820 | |||
Issuance of common stock in offering, net of underwriter discounts and issuance costs | $ 1 | 53,376 | 53,377 | ||
Issuance of common stock in offering, net of underwriter discounts and issuance costs (in shares) | 2,550,000 | ||||
Dividends declared | (11,509) | (11,509) | |||
Stock-based compensation | 30,706 | 30,706 | |||
Common stock issued under employee compensation plans | 1,152 | 1,152 | |||
Common stock issued under employee compensation plans (in shares) | 580,990 | ||||
Common stock withheld related to net share settlement of stock-based compensation | (6,300) | (6,300) | |||
Common stock withheld related to net share settlement of stock-based compensation (in shares) | (182,069) | ||||
Foreign currency translation adjustments | (1,822) | (1,822) | |||
Change in fair value of derivative instruments | 5,826 | 5,826 | |||
Balance at the end at Dec. 31, 2022 | $ 4 | 206,540 | 2,087 | (42,741) | $ 165,890 |
Balance at the end (in shares) at Dec. 31, 2022 | 37,332,271 | 37,332,271 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 38,641 | $ 38,641 | |||
Dividends declared | (12,006) | (12,006) | |||
Stock-based compensation | 8,782 | 8,782 | |||
Common stock issued under employee compensation plans (in shares) | 395,837 | ||||
Common stock withheld related to net share settlement of stock-based compensation | (2,725) | (2,725) | |||
Common stock withheld related to net share settlement of stock-based compensation (in shares) | (142,077) | ||||
Foreign currency translation adjustments | 929 | 929 | |||
Change in fair value of derivative instruments | (2,382) | (2,382) | |||
Exercise of stock options | 33 | $ 33 | |||
Exercise of stock options (in shares) | 1,405 | 1,405 | |||
Balance at the end at Dec. 31, 2023 | $ 4 | $ 212,630 | $ 634 | $ (16,106) | $ 197,162 |
Balance at the end (in shares) at Dec. 31, 2023 | 37,587,436 | 37,587,436 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 equipment and other related products for the law enforcement, first responder, military and nuclear markets. The business operates through 21 manufacturing plants within the U.S., Mexico, Canada, the United Kingdom, Italy, France 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. 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, 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, 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, amounts due from credit card transactions and money market funds. 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 for known and potential losses. 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 estimate of expected credit losses is based on the Company’s historical loss experience, adjusted for current and reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers such as known credit risk or industry trends. 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, determined using the first-in, first-out (“FIFO”) or average cost methods, 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. 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. Leases Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Variable lease payments are generally expensed as incurred and include certain non-lease components, such as common area maintenance and other services provided by the lessor, and other charges such as utilities, insurance and property taxes included in the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Non-lease components are excluded from the right-of-use (“ROU”) asset and lease liability present value computations. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Goodwill and 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 compares the fair value of a reporting unit to its carrying value. The Company would generally determine 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. For all periods presented, the Company performed the qualitative assessment of goodwill and determined it was more likely than not that the fair value of each of its reporting units would be greater than its carrying amount. Therefore, the Company determined it was not necessary to perform the quantitative goodwill impairment test. 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. We did not have any events or circumstances indicating impairment of our long-lived assets for the years presented. Accounts Payable Accounts payable represents amounts owed by us to third parties at the end of the period. Accounts payable includes $1,055 and $188 of book cash overdrafts in excess of cash balances in such accounts as of December 31, 2023 and 2022, 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 such revenue at point-in-time 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. 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 have historically been immaterial and are capitalized and amortized over the life of the contract. Commission 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 sets forth the changes in the Company’s accrued warranties, which is recorded in accrued liabilities in the consolidated balance sheets: Year ended December 31, 2023 2022 Beginning accrued warranty expense $ 1,234 $ 1,256 Current period claims (886) (278) Provision for current period sales 1,262 256 Ending accrued warranty expense $ 1,610 $ 1,234 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, including stock-based compensation, professional services, marketing and advertising expense, research and development and depreciation and amortization. Advertising Expenses Advertising costs are expensed in the period incurred. Advertising expenses primarily consist of marketing, promotions, catalog and trade show expenses and were $6,145, $4,711 and $3,120 for the years ended December 31, 2023, 2022 and 2021, 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 $6,954, $7,086 and $6,460 for the years ended December 31, 2023, 2022 and 2021, 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 a 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. Changes in the fair value of derivatives that are not elected for hedge accounting treatment are recorded immediately into 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 15 , Income Taxes Accumulated Other Comprehensive Income Comprehensive income represents all changes in equity of the Company that result from recognized transactions and other economic events during the period. Other comprehensive (loss) 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 income 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 (expense), 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 income 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 (expense), net in the consolidated statements of operations and comprehensive income in the period in which they occur. 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. Diluted income or loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. Year ended December 31, 2023 2022 2021 Net income $ 38,641 $ 5,820 $ 12,661 Weighted average shares outstanding - basic 37,533,818 36,109,844 28,598,692 Effect of dilutive securities: Stock-based awards 386,670 12,530 — Weighted average shares outstanding - diluted 37,920,488 36,122,374 28,598,692 Net income per share: Basic $ 1.03 $ 0.16 $ 0.44 Diluted $ 1.02 $ 0.16 $ 0.44 There were no dilutive instruments outstanding for the year ended December 31, 2021. 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, although certain of our cash deposits exceed the federally insured limits. As of December 31, 2023 and 2022, the Company had deposits of $9,757 and $10,142, 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. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 includes an impairment model (known as the current expected credit loss model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The use of forecasted information is intended to incorporate more timely information in the estimate of expected credit loss. In November 2019, the FASB issued additional guidance which extends the effective date of ASU 2016-13 for emerging growth companies to begin in fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. The adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and related amendments (“SOFR”). On May 31, 2023, we amended our 2021 credit agreement and interest rate swap agreements to affect the transition from LIBOR to SOFR. In connection with these amendments, the Company adopted ASU 2020-04 in the second quarter of 2023. In doing so, the Company elected to adopt the suite of optional expedients when analyzing the amendment to the credit agreement and related interest swaps. As such, the amendments to the Company’s 2021 credit agreement and swap agreements, and the adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures. Accounting Pronouncements Not Yet Adopted |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
ACQUISITIONS | |
ACQUISITIONS | 2. ACQUISITIONS Radar Acquisition On January 11, 2022, Safariland, LLC, a wholly-owned subsidiary of the Company, completed the acquisition of Radar Leather Division S.r.l. (“Radar”), a premiere family-owned duty gear business based in Italy that specializes in the production of high-quality holsters, belts, duty belts, and other accessories. Total consideration, net of cash acquired, was $19,365 for 100% of the equity interests in Radar. The following table summarizes the final purchase price consideration and the amounts recognized for the assets acquired and liabilities assumed, which have been estimated at their fair values. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for the Radar acquisition is included in the Product segment and reflects synergies and additional legacy growth and profitability expected from this acquisition through expansion into new markets and customers. Total consideration, net $ 19,365 Accounts receivable $ 2,347 Inventories 1,874 Prepaid expenses 682 Other current assets 665 Property and equipment 3,053 Intangible assets 10,200 Goodwill 7,101 Total assets acquired 25,922 Accounts payable 1,120 Deferred tax liabilities 2,787 Accrued liabilities 2,106 Long-term debt 544 Total liabilities assumed 6,557 Net assets acquired $ 19,365 The full amount of goodwill of $7,101 is expected to be non-deductible for tax purposes. Cyalume Acquisition On May 4, 2022, Safariland, LLC, a wholly-owned subsidiary of the Company, completed the acquisition of Cyalume Technologies, Inc, CT SAS Holdings, Inc. and Cyalume Technologies SAS (collectively “Cyalume”) engaged in the design and manufacture of proprietary chemical illumination solutions for a diverse range of products, including light sticks, infrared products, safety markings and non-pyrophoric training ammunition Total consideration, net of cash acquired, was $36,178 for 100% of the equity interests in Cyalume. The following table summarizes the final purchase price consideration and the amounts recognized for the assets acquired and liabilities assumed, which have been estimated at their fair values. During fiscal 2023, in the measurement period, we have decreased goodwill by $393 for changes in assumptions used to fair value property, equipment, and customer relationships, and deferred income taxes for certain book and tax basis differences as we complete the tax return filings for the pre-acquisition period. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for the Cyalume acquisition is included in the Product segment and reflects synergies and additional legacy growth and profitability expected from this acquisition through expansion into new markets and customers. Total consideration, net $ 36,178 Accounts receivable $ 3,302 Inventories 10,908 Prepaid expenses 255 Other current assets 10 Property and equipment 12,492 Intangible assets 8,100 Goodwill 8,708 Total assets acquired 43,775 Accounts payable 1,080 Deferred tax liabilities 4,652 Accrued liabilities 1,577 Other long-term liabilities 288 Total liabilities assumed 7,597 Net assets acquired $ 36,178 The full amount of goodwill of $8,708 is expected to be non-deductible for tax purposes. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | 3. ACCOUNTS RECEIVABLE, NET The following is a reconciliation of the changes in our allowance for doubtful accounts during 2023 and 2022: Year ended December 31, 2023 2022 Beginning allowance for doubtful accounts $ 924 $ 645 Provision 66 417 Write-offs (355) (138) Ending allowance for doubtful accounts $ 635 $ 924 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2023 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION The following tables disaggregate net sales by channel and geography: Year ended December 31, 2023 2022 2021 U.S. state and local agencies (a) $ 282,318 $ 250,680 $ 231,095 Commercial 42,406 45,357 34,860 U.S. federal agencies 57,447 51,165 47,575 International 97,058 106,593 107,503 Other 3,303 4,042 6,255 Net sales $ 482,532 $ 457,837 $ 427,288 (a) Includes all Distribution sales Year ended December 31, 2023 2022 2021 United States $ 385,474 $ 351,244 $ 319,785 International 97,058 106,593 107,503 Net sales $ 482,532 $ 457,837 $ 427,288 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. Contract liabilities are recognized into revenue when the performance obligation is satisfied. Contract liabilities are included in accrued liabilities in the Company’s consolidated balance sheets and totaled $4,246 and $4,615, as of December 31, 2023 and 2022, with $2,937 of the 2022 contract liabilities being recognized in revenue during the year ended December 31, 2023. Remaining Performance Obligations As of December 31, 2023, we had $24,721 of remaining unfulfilled 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, Revenue from Contracts with Customers |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Amount Level 1 Level 2 Level 3 Amount Level 1 Level 2 Level 3 Assets: Interest rate swap (Note 10) $ 6,505 $ — $ 6,505 $ — $ 8,985 $ — $ 8,985 $ — Liabilities: Interest rate swap (Note 10) $ 427 $ — $ 427 $ — $ — $ — $ — $ — There were no transfers of assets or liabilities between levels during the years ended December 31, 2023 and 2022. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: December 31, 2023 2022 Finished goods $ 31,674 $ 25,208 Work-in-process 8,473 7,466 Raw materials and supplies 40,829 37,599 Total $ 80,976 $ 70,273 7. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2023 2022 Land $ 7,614 $ 7,545 Building and improvements 24,433 22,992 Furniture and fixtures 1,966 1,400 Computer hardware and software 25,145 24,140 Machinery and equipment 31,770 28,464 Construction in progress 4,687 3,438 95,615 87,979 Less accumulated depreciation (50,968) (42,694) Total $ 44,647 $ 45,285 The Company recorded depreciation expense of $7,943, $6,851 and $5,143 for the years ended December 31, 2023, 2022 and 2021, respectively, of which $4,590, $3,433 and $2,144 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, 2023 | |
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, 2023 and 2022: Product Distribution Total Balance, December 31, 2021 $ 63,646 $ 2,616 $ 66,262 Radar acquisition 7,101 — 7,101 Cyalume acquisition 9,101 — 9,101 Foreign currency translation adjustments (888) — (888) Balance, December 31, 2022 $ 78,960 $ 2,616 $ 81,576 Measurement period adjustments (393) — (393) Foreign currency translation adjustments 484 — 484 Balance, December 31, 2023 $ 79,051 $ 2,616 $ 81,667 Impairment of Goodwill No impairment losses were recorded during the years ended December 31, 2023, 2022 and 2021. Gross goodwill and accumulated impairment losses was $89,252 and $7,585, respectively, as of December 31, 2023 and $89,161 and $7,585, respectively, as of December 31, 2022. 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 consisted of the following as of December 31, 2023 and 2022: December 31, 2023 Weighted Accumulated Average Gross Amortization Net Useful Life Definite lived intangibles: Customer relationships $ 86,621 $ (65,650) $ 20,971 11 Technology 16,111 (11,979) 4,132 8 Tradenames 6,622 (5,492) 1,130 4 Non-compete agreements 1,003 (1,003) — 4 $ 110,357 $ (84,124) $ 26,233 Indefinite lived intangibles: Tradenames 17,239 — 17,239 Indefinite Total $ 127,596 $ (84,124) $ 43,472 December 31, 2022 Weighted Accumulated Average Gross Amortization Net Useful Life Definite lived intangibles: Customer relationships $ 85,847 $ (59,122) $ 26,725 11 Technology 15,629 (11,309) 4,320 8 Tradenames 6,484 (4,254) 2,230 4 Non-compete agreements 973 (973) — 4 $ 108,933 $ (75,658) $ 33,275 Indefinite lived intangibles: Tradenames 17,420 — 17,420 Indefinite Total $ 126,353 $ (75,658) $ 50,695 The Company recorded amortization expense of $7,794, $8,800 and $8,575 for the years ended December 31, 2023, 2022 and 2021, respectively, of which $465, $439 and $666 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 definite-lived intangible assets for the next five years and thereafter is presented below: 2024 $ 5,115 2025 3,139 2026 2,736 2027 2,553 2028 2,553 Thereafter 10,137 Total $ 26,233 9. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
ACCRUED LIABILITIES | |
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES Accrued liabilities as of December 31, 2023 and 2022 are as follows: December 31, 2023 2022 Accrued expenses $ 4,384 $ 3,656 Accrued compensation and payroll tax 24,621 20,420 Accrued interest payable 137 73 Accrued warranties 1,610 1,234 Contract liabilities and customer credits 5,122 5,937 Current lease liabilities 3,510 3,773 Other accrued liabilities 5,140 3,627 Total $ 44,524 $ 38,720 10. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
DEBT | |
DEBT | 10. DEBT The Company’s debt is as follows: December 31, 2023 2022 Short-term debt: Insurance premium financing $ 2,187 $ 2,211 Current portion of term loan 10,000 10,000 Current portion of other 133 — $ 12,320 $ 12,211 Long-term debt: Revolver — — Term loan 128,564 138,564 Other 398 512 $ 128,962 $ 139,076 Unamortized debt discount and debt issuance costs (1,150) (1,600) Total long-term debt, net $ 127,812 $ 137,476 The following summarizes the aggregate principal payments of our long-term debt, excluding debt discount and debt issuance costs, for the next five years and thereafter: 2024 $ 10,133 2025 10,133 2026 118,697 2027 132 2028 — Total principal payments $ 139,095 2021 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 “2021 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 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 2021 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 and a Guaranty and Suretyship Agreement, each dated as of the Closing Date 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 for the year ended December 31, 2021 related to early extinguishments fees and the write-off of unamortized debt discount and debt issuance costs In connection with the 2021 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, 2023 and 2022, the Company had an unamortized debt discount of $537 and $748 and unamortized debt issuance costs of $613 and $851, respectively, included as an offset to debt in the consolidated balance sheets. There were no amounts outstanding under any revolving loans as of December 31, 2023 and 2022. As of December 31, 2023, there were $2,584 in outstanding letters of credit and $97,416 of availability . As of December 31, 2023 and 2022, the term loan outstanding principal balance was $138,564 and $148,564 and bore interest at 6.96% and 6.14%, respectively. The Borrower may elect to have the Revolving Loan and Term Loan under the 2021 Credit Agreement bear interest at a base rate or LIBOR, in each case, plus an applicable margin. However, in connection with the market transition away from applicable LIBOR rates to SOFR, on May 31, 2023, the Company, the Borrowers and the Lenders entered into the third amendment to the 2021 Credit Agreement (the “Third Amendment”) pursuant to which the 2021 Credit Agreement was amended to implement the SOFR rates. The 2021 Credit Agreement also requires the Borrower to pay a commitment fee on the unused portion of the loan commitments. Such commitment fee ranges 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 2021 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 2021 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, 2022 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 2021 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 . 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 the Canadian Guarantor pursuant to a Guaranty and Suretyship 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 SOFR, 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 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 SOFR 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, 2023 and 2022. 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 July 2022, the Company entered into a short-term loan facility for insurance premiums with AFCO Credit Corporation for $3,989 with a maturity date of June 27, 2023. The loan has fixed annual interest of 5.75% on the outstanding balance and requires monthly payments of principal and interest of $373. As of December 31, 2022, $2,211 was outstanding. In July 2023, the Company entered into a short-term loan facility for insurance premiums with First Insurance Funding for Fair Value of Debt The fair value of our Term Loan is based upon established market prices for the securities using Level 2 inputs. The fair value of our Term Loan as of December 31, 2023 was $141,340 compared to its carrying value of $138,564 . Interest Rate Swaps We entered into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of December 31, 2023, we had the following interest rate swap agreements (the “Swap Agreements”): Effective Date Notional Amount Fixed Rate September 30, 2021 through July 23, 2026 $ 88,750 0.812 % May 31, 2023 through July 23, 2026 $ 48,125 3.905 % On May 31, 2023, concurrent with the third amendment to the 2021 Credit Agreement, we amended our September 30, 2021 swap agreement to reflect the change from LIBOR to SOFR. In addition, we entered into an additional $50,000 notional amount interest rate swap to further mitigate our interest rate exposure on our floating rate debt. Under the terms of the Swap Agreements, we receive payments based on the 1-month SOFR ( 5.36% as of December 31, 2023). During the year ended December 31, 2023, there were no interest rate swap agreements that expired. We designated the Swap Agreements as cash flow hedges. A portion of the amount included in accumulated other comprehensive income 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 Agreements 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 Agreements. 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 agreements, and we believe we will have debt outstanding through the expiration date of the swap agreements such that the occurrence of future cash flow hedges remains probable. The estimated fair value of our Swap Agreements in the consolidated balance sheets was as follows: December 31, Balance Sheet Accounts 2023 2022 Other current assets $ 3,655 $ 3,619 Other assets $ 2,850 $ 5,366 Other liabilities $ 427 $ — A cumulative gain, net of tax, of $4,357 and $6,739 is recorded in accumulated other comprehensive income as of December 31, 2023 and 2022, respectively. The amount of gain, net of tax, recognized in other comprehensive income for the years ended December 31, 2023, 2022 and 2021 was $775, $6,444 and $767, respectfully. There was a gain, net of tax, of $3,157 and $618 and a loss, net of tax, of $146 reclassified from accumulated other comprehensive income into earnings for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, approximately $3,552 is expected to be reclassified from accumulated other comprehensive income into interest expense over the next 12 months. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 11. SHAREHOLDERS’ EQUITY 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 B. Kanders, our Chief Executive Officer. Secondary Offering On June 9, 2022, the Company completed a secondary offering in which the Company issued and sold 2,250,000 shares of common stock at a price of $23.50 per share. The Company’s net proceeds from the sale of shares were $46,988 after underwriter discounts and commissions, fees and expenses of $2,715 , of which $2,000 was paid to Kanders & Company, Inc., a company controlled by Warren B. Kanders, our Chief Executive Officer On July 14, 2022, the underwriters exercised a portion of their over-allotment option and purchased an additional 300,000 shares of common stock at a price of $23.50 per share, resulting in net proceeds to the Company of $6,389 after underwriter discounts and commissions, fees and expenses of $661 . Dividends On January 23, 2024, the Company announced that its board of directors approved the initiation of a quarterly cash dividend policy of $0.0875 per share of the Company’s common stock (the “Quarterly Cash Dividend”) or $0.35 per share on an annualized basis, representing an increase of 3 cents over the previous annualized dividend of $0.32 per share. The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s board of directors. Our Quarterly Cash Dividends totaled $12,006 , $11,509 and $2,751 for the years ended December 31, 2023, 2022 and 2021, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
STOCK - BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION 2021 Phantom Restricted Share Plan The Company maintains a cash-based executive compensation plan for certain employees. The Company’s board of directors awarded 1,433,500 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. On March 9, 2022, the Company’s board of directors modified the performance condition, specifically the definition of a qualifying exit event. 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 were 632,500 units that vested March 18, 2022 and 791,667 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. A summary of our phantom award activity for the year ended December 31, 2023 is as follows: Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2022 791,667 $ — Granted — — Vested (418,174) 23.45 Forfeited — — Outstanding at December 31, 2023 373,493 $ 23.45 The total fair value of phantom awards vested in 2023 was $9,806. Compensation cost related to phantom awards was $4,371 and $28,578 for the years ended December 31, 2023 and 2022 and is recorded in selling, general, and administrative expense. As of December 31, 2023, there was $626 of unrecognized compensation cost related to phantom awards, which is expected to be recognized over a weighted-average period of 0.2 years. 2021 Stock Incentive Plan 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, 2023, 5,776,326 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 RSUs under the 2021 Plan, of which 2,600,000 RSUs 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 RSUs with a market condition, the fair value of the RSU grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. 2021 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 Weighted average fair value (per share) $4.65 A summary of our market condition RSU activity for the year ended December 31, 2023 is as follows: Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2022 2,600,000 $ 4.65 Granted — — Vested — — Forfeited — — Outstanding at December 31, 2023 2,600,000 $ 4.65 Compensation cost related to market condition RSUs was $2,132, $2132 and $355 for the years ended December 31, 2023, 2022 and 2021 and is recorded in selling, general, and administrative expense. As of December 31, 2023, there was $7,470 of unrecognized compensation cost related to market condition RSUs, which is expected to be recognized over a weighted-average period of 3.5 years. Stock Options Stock options granted under the 2021 Plan are non-qualified and are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant, and vest from one ten on the date of grant using the Black-Scholes option-pricing model. The model uses various assumptions, including a risk-free interest rate, the expected term of the options, the expected stock price volatility, and the expected dividend yield. The fair value of each option grant has been estimated as of the date of grant with the following assumptions: 2023 2022 Number issued 395,253 373,479 Vesting period 1 - 3 years 1 - 3 years Grant price (per share) $20.53 $23.45 - $23.70 Dividend yield 1.56% 1.35% - 1.36% Expected volatility 31.40% 33.22% Risk-free interest rate 3.68% 1.12% Expected term (years) 4.68 - 6.00 4.61 - 6.00 Weighted average fair value (per share) $6.34 $6.69 A summary of our stock option activity for the year ended December 31, 2023 is as follows: Weighted Aggregate Weighted Average Average Intrinsic Remaining Contractual Options Exercise Price Value Life (in years) Outstanding at December 31, 2022 367,611 $ 23.46 $ — 9.2 Granted 395,253 20.53 Exercised (1,405) 23.45 12 Forfeited — — Outstanding at December 31, 2023 761,459 $ 21.98 $ 8,310 8.7 Exercisable at December 31, 2023 227,806 $ 22.77 $ 2,305 8.5 Vested and expected to vest at December 31, 2023 761,459 $ 21.98 $ 8,310 8.7 Compensation cost related to stock options was $1,619 and $974 for the years ended December 31, 2023 and 2022 and is recorded in selling, general, and administrative expense. As of December 31, 2023, there was $2,374 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 1.9 years. Restricted Stock Units Restricted stock units vest in three equal installments over a three-year period from the date of grant and have a grant date fair value of the closing stock price of the Company on the date of grant A summary of our RSU activity for the year ended December 31, 2023 is as follows: Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2022 83,494 $ 23.45 Granted 113,097 20.53 Vested (27,838) 23.45 Forfeited (1,676) 20.53 Outstanding at December 31, 2023 167,077 $ 21.50 Compensation cost related to RSUs was $1,267 and $531 for the years ended December 31, 2023 and 2022 and is recorded in selling, general, and administrative expense. As of December 31, 2023, there was $2,453 of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of 1.9 years. |
COMPENSATION AND DEFINED CONTRI
COMPENSATION AND DEFINED CONTRIBUTION PLANS | 12 Months Ended |
Dec. 31, 2023 | |
COMPENSATION AND DEFINED CONTRIBUTION PLANS | |
COMPENSATION AND DEFINED CONTRIBUTION PLANS | 13. 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 $2,380, $3,198 and $1,780 for the years ended December 31, 2023, 2022 and 2021, respectively. Long-Term Incentive Plan 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 On March 9, 2022, the Company’s board of directors approved the common stock settlement of vested awards of the long-term incentive plan. The board of directors also approved the option to settle 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. Total compensation expense related to this plan was $860 , $1,369 and $2,162 for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in selling, general and administrative in the Company’s consolidated statements of operations and comprehensive income. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Legal Proceedings 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”). On November 8, 2021, Safariland, LLC filed its post-trial motions, including a supplemental JMOL, motion for new trial and remittitur. On April 18, 2022, the court denied Safariland, LLC’s JMOL, motion for new trial and remittitur and, accordingly, entered a judgment in favor of plaintiff, David Hakim, as to the Third Claim. In response, Safariland, LLC timely filed its notice of appeal with the United States Court of Appeals for the Seventh Circuit (the “Seventh Circuit”). Safariland and Plaintiff have filed their appeal briefs, and oral arguments were held on October 25, 2022. On August 21, 2023, the Seventh Circuit affirmed the judgment of the district court. In accordance with the Company’s applicable insurance policies, the Company was fully indemnified. The insurer satisfied the judgment and a release of the judgment was entered on September 11, 2023. Accordingly, this matter is now closed. 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 foreign laws. To the best of the Company’s knowledge, there are not any potential or pending investigations at this time. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | 15. INCOME TAXES Consolidated income from continuing operations before provision for income taxes consisted of the following: Year ended December 31, 2023 2022 2021 U.S. operations $ 49,603 $ 6,455 $ 18,243 Foreign operations 3,321 2,918 949 Income before provision for income taxes $ 52,924 $ 9,373 $ 19,192 The provision for income taxes is detailed below: Year ended December 31, 2023 2022 2021 Current tax provision: Federal $ 9,969 $ 2,711 $ — State 1,811 624 907 Foreign 2,713 1,305 852 Total current provision 14,493 4,640 1,759 Deferred tax (benefit) provision: Federal 1,692 (24) 4,704 State 322 (5) 897 Foreign (2,224) (1,058) (829) Total deferred (benefit) provision (210) (1,087) 4,772 Total provision for income taxes $ 14,283 $ 3,553 $ 6,531 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, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal income taxes 4.6 5.6 8.4 Change in valuation allowance — — 0.8 Current year tax credits (0.7) (6.5) (4.7) Difference between foreign and federal tax rate 0.7 5.4 2.8 Permanent items 1.6 12.2 5.2 Reserve for uncertain tax positions — 0.5 — Other (0.2) (0.3) 0.5 Effective tax rate 27.0 % 37.9 % 34.0 % 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, 2023 2022 Deferred tax assets: Net operating loss and other carry forwards $ 4,667 $ 7,335 Accrued liabilities 4,656 3,351 Reserves and other 2,749 3,039 263A uniform capitalization costs 115 201 Other deferred tax assets 6,741 5,232 Total deferred tax assets 18,928 19,158 Valuation allowance (1,872) (1,888) Net deferred tax assets 17,056 17,270 Deferred tax liabilities: Intangibles (4,832) (5,789) Depreciation (4,017) (4,447) Goodwill (8,512) (7,560) Other (534) (727) Total deferred tax liabilities (17,895) (18,523) Total deferred income taxes $ (839) $ (1,253) 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. As of December 31, 2023, the Company had net operating loss carryforwards that expire in varying amounts beginning in 2024 through 2039 and tax credit carryforwards that expire in varying amounts beginning in 2024 through 2038. The total amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect the Company’s effective tax rate was $2,052. A reconciliation of the change in the unrecognized income tax benefit for the years ended December 31, 2023 and 2022 is as follows: Year ended December 31, 2023 2022 Beginning unrecognized tax benefits $ 1,986 $ 2,090 Current period unrecognized tax benefits — 39 Foreign currency fluctuations 66 (143) Ending unrecognized tax benefits $ 2,052 $ 1,986 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, 2023, 2022 and 2021. The Company had no interest or penalties accrued in the consolidated balance sheets as of December 31, 2023 and 2022. 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, 2023, the Company’s tax years subsequent to 2017 are subject to examination by tax authorities with few exceptions. One of the Company’s Canadian subsidiaries underwent 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. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | 16. The Company leases certain manufacturing and office space, retail locations, and equipment. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company has elected the practical expedient and does not recognize a lease liability or right-of-use (“ROU”) asset for short-term leases (leases with a term of twelve months or less). The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is the rate for collateralized borrowings based on the current economic environment, credit history, credit rating, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Our operating leases have remaining contractual terms of up to five years, some of which include options to extend the leases for up to five years. The amount of assets and liabilities related to our operating leases were as follows: December 31, Balance Sheet Accounts 2023 2022 Assets: Operating lease assets Operating lease assets $ 6,554 $ 8,489 Liabilities: Current: Operating lease liabilities Accrued liabilities $ 3,510 $ 3,773 Long-term: Operating lease liabilities Long-term operating lease liabilities 3,186 4,965 Total lease liabilities $ 6,696 $ 8,738 The components of lease expense are recorded to cost of sales and selling, general and administration expenses in the consolidated statements of operations and comprehensive income. The components of lease expense were as follows: Year Ended December 31, 2023 2022 Fixed operating lease costs (1) $ 3,981 $ 4,047 Variable operating lease costs 1,441 1,329 Total $ 5,422 $ 5,376 (1) Includes short-term leases, which are immaterial. The weighted average remaining lease term and weighted average discount rate is as follows: December 31, 2023 2022 Weighted average remaining lease term (years): Operating leases 2.53 2.62 Weighted average discount rate: Operating leases 3.06% 2.96% The approximate future minimum lease payments under operating leases as of December 31, 2023 are as follows: 2024 $ 3,438 2025 2,039 2026 965 2027 325 2028 190 Thereafter 31 Total future lease payments 6,988 Less: Amount representing interest (292) Present value of lease liabilities $ 6,696 Supplemental cash flow information related to leases is as follows: December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 4,044 $ 4,047 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ — $ — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 17. The Company leases 4 distribution warehouses and retail stores from certain employees. The Company recorded rent expense related to these leases of $496, $478 and $579 for the years ended December 31, 2023, 2022 and 2021, respectively. Rent expense related to these leases is included in related party expense in the Company’s consolidated statements of operations and comprehensive income. For the year ended December 31, 2023, the Company made the following payments to Kanders & Company, Inc., a company controlled by Warren Kanders, our Chief Executive Officer: ● $ 1,000 for services related to the acquisition of ICOR, which is included in related party expense in the Company’s consolidated statements of operations and comprehensive income. For the year ended December 31, 2022, the Company made the following payments to Kanders & Company, Inc.: ● $1,000 for services related to the acquisition of Cyalume, which is included in related party expense in the Company’s consolidated statements of operations and comprehensive income. ● $2,000 for services related to the Company’s secondary 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. For the year ended December 31, 2021, the Company made the following payments to Kanders & Company, Inc.: ● $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 2021 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. |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Dec. 31, 2023 | |
SEGMENT DATA | |
SEGMENT DATA | 18. Our operations are comprised of two reportable segments: Product 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 as that information is not available. Year Ended December 31, 2023 Reconciling Product Distribution Items (1) Total Net sales $ 410,825 $ 102,371 $ (30,664) $ 482,532 Cost of goods sold 233,937 $ 78,335 $ (30,466) 281,806 Gross profit $ 176,888 $ 24,036 $ (198) $ 200,726 Year Ended December 31, 2022 Reconciling Product Distribution Items (1) Total Net sales $ 385,423 $ 97,106 $ (24,692) $ 457,837 Cost of goods sold 230,245 76,633 (24,719) 282,159 Gross profit $ 155,178 $ 20,473 $ 27 $ 175,678 Year Ended December 31, 2021 Reconciling Product 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 (1) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS Acquisitions In January 2024, The Company acquired ICOR Technology Inc. (“ICOR”) for approximately 52,000 (approximately $38,800 ), net of cash acquired. In March 2024, the Company acquired Alpha Safety Intermediate, LLC (“Alpha Safety”) for approximately million, net of cash acquired The acquisitions will be accounted for using the acquisition method of accounting whereby the acquired assets and liabilities of the acquired companies will be recorded at their respective fair values and added to those of the Company, including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. Results of operations of the acquired companies will be included in the operations of the Company beginning with the respective Closing Dates. As of the date of the filing of this Form 10-K, the initial purchase price allocations have not been prepared as there has not been sufficient time to complete the related activities. During the fiscal year ended December 31, 2023, the Company recognized related transaction costs of $1,601, of which $601 is included in Restructuring and transaction costs and $1,000 is included in Related party expenses in the accompanying consolidated statements of operations and comprehensive income. Long-Term Debt In March 2024, in connection with the acquisition of Alpha Safety, the Borrower entered into an $80,000 Incremental Term Loan (“ITL”) under the 2021 Credit Agreement. The ITL has the same terms and conditions as the Term Loan including such items as interest rate, quarterly amortization payment requirements, and maturity date. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 equipment and other related products for the law enforcement, first responder, military and nuclear markets. The business operates through 21 manufacturing plants within the U.S., Mexico, Canada, the United Kingdom, Italy, France 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. |
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, 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, 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, amounts due from credit card transactions and money market funds. 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 for known and potential losses. 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 estimate of expected credit losses is based on the Company’s historical loss experience, adjusted for current and reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers such as known credit risk or industry trends. 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, determined using the first-in, first-out (“FIFO”) or average cost methods, 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. |
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. |
Leases | Leases Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Variable lease payments are generally expensed as incurred and include certain non-lease components, such as common area maintenance and other services provided by the lessor, and other charges such as utilities, insurance and property taxes included in the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Non-lease components are excluded from the right-of-use (“ROU”) asset and lease liability present value computations. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Goodwill and Other Intangible Assets | Goodwill and 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 compares the fair value of a reporting unit to its carrying value. The Company would generally determine 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. For all periods presented, the Company performed the qualitative assessment of goodwill and determined it was more likely than not that the fair value of each of its reporting units would be greater than its carrying amount. Therefore, the Company determined it was not necessary to perform the quantitative goodwill impairment test. 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. We did not have any events or circumstances indicating impairment of our long-lived assets for the years presented. |
Accounts Payable | Accounts Payable Accounts payable represents amounts owed by us to third parties at the end of the period. Accounts payable includes $1,055 and $188 of book cash overdrafts in excess of cash balances in such accounts as of December 31, 2023 and 2022, 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 such revenue at point-in-time 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. 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 have historically been immaterial and are capitalized and amortized over the life of the contract. Commission 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 sets forth the changes in the Company’s accrued warranties, which is recorded in accrued liabilities in the consolidated balance sheets: Year ended December 31, 2023 2022 Beginning accrued warranty expense $ 1,234 $ 1,256 Current period claims (886) (278) Provision for current period sales 1,262 256 Ending accrued warranty expense $ 1,610 $ 1,234 |
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, including stock-based compensation, professional services, marketing and advertising expense, research and development and depreciation and amortization. |
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 $6,145, $4,711 and $3,120 for the years ended December 31, 2023, 2022 and 2021, 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 $6,954, $7,086 and $6,460 for the years ended December 31, 2023, 2022 and 2021, 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 a 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. Changes in the fair value of derivatives that are not elected for hedge accounting treatment are recorded immediately into 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 15 , Income Taxes |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Comprehensive income represents all changes in equity of the Company that result from recognized transactions and other economic events during the period. Other comprehensive (loss) 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 income 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 (expense), 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 income 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 (expense), net in the consolidated statements of operations and comprehensive income in the period in which they occur. |
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. Diluted income or loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. Year ended December 31, 2023 2022 2021 Net income $ 38,641 $ 5,820 $ 12,661 Weighted average shares outstanding - basic 37,533,818 36,109,844 28,598,692 Effect of dilutive securities: Stock-based awards 386,670 12,530 — Weighted average shares outstanding - diluted 37,920,488 36,122,374 28,598,692 Net income per share: Basic $ 1.03 $ 0.16 $ 0.44 Diluted $ 1.02 $ 0.16 $ 0.44 There were no dilutive instruments outstanding for the year ended December 31, 2021. |
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, although certain of our cash deposits exceed the federally insured limits. As of December 31, 2023 and 2022, the Company had deposits of $9,757 and $10,142, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 includes an impairment model (known as the current expected credit loss model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The use of forecasted information is intended to incorporate more timely information in the estimate of expected credit loss. In November 2019, the FASB issued additional guidance which extends the effective date of ASU 2016-13 for emerging growth companies to begin in fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. The adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and related amendments (“SOFR”). On May 31, 2023, we amended our 2021 credit agreement and interest rate swap agreements to affect the transition from LIBOR to SOFR. In connection with these amendments, the Company adopted ASU 2020-04 in the second quarter of 2023. In doing so, the Company elected to adopt the suite of optional expedients when analyzing the amendment to the credit agreement and related interest swaps. As such, the amendments to the Company’s 2021 credit agreement and swap agreements, and the adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures. Accounting Pronouncements Not Yet Adopted |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 | Year ended December 31, 2023 2022 Beginning accrued warranty expense $ 1,234 $ 1,256 Current period claims (886) (278) Provision for current period sales 1,262 256 Ending accrued warranty expense $ 1,610 $ 1,234 |
Summary of calculation of weighted average shares outstanding and net income per share | Year ended December 31, 2023 2022 2021 Net income $ 38,641 $ 5,820 $ 12,661 Weighted average shares outstanding - basic 37,533,818 36,109,844 28,598,692 Effect of dilutive securities: Stock-based awards 386,670 12,530 — Weighted average shares outstanding - diluted 37,920,488 36,122,374 28,598,692 Net income per share: Basic $ 1.03 $ 0.16 $ 0.44 Diluted $ 1.02 $ 0.16 $ 0.44 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Radar | |
ACQUISITIONS | |
Summary of total purchase price consideration and preliminary fair value amounts recognized for assets acquired and liabilities assumed | Total consideration, net $ 19,365 Accounts receivable $ 2,347 Inventories 1,874 Prepaid expenses 682 Other current assets 665 Property and equipment 3,053 Intangible assets 10,200 Goodwill 7,101 Total assets acquired 25,922 Accounts payable 1,120 Deferred tax liabilities 2,787 Accrued liabilities 2,106 Long-term debt 544 Total liabilities assumed 6,557 Net assets acquired $ 19,365 |
Cyalume | |
ACQUISITIONS | |
Summary of total purchase price consideration and preliminary fair value amounts recognized for assets acquired and liabilities assumed | Total consideration, net $ 36,178 Accounts receivable $ 3,302 Inventories 10,908 Prepaid expenses 255 Other current assets 10 Property and equipment 12,492 Intangible assets 8,100 Goodwill 8,708 Total assets acquired 43,775 Accounts payable 1,080 Deferred tax liabilities 4,652 Accrued liabilities 1,577 Other long-term liabilities 288 Total liabilities assumed 7,597 Net assets acquired $ 36,178 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTS RECEIVABLE, NET | |
Schedule of reconciliation of the changes in our allowance for doubtful accounts | Year ended December 31, 2023 2022 Beginning allowance for doubtful accounts $ 924 $ 645 Provision 66 417 Write-offs (355) (138) Ending allowance for doubtful accounts $ 635 $ 924 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 U.S. state and local agencies (a) $ 282,318 $ 250,680 $ 231,095 Commercial 42,406 45,357 34,860 U.S. federal agencies 57,447 51,165 47,575 International 97,058 106,593 107,503 Other 3,303 4,042 6,255 Net sales $ 482,532 $ 457,837 $ 427,288 (a) Includes all Distribution sales Year ended December 31, 2023 2022 2021 United States $ 385,474 $ 351,244 $ 319,785 International 97,058 106,593 107,503 Net sales $ 482,532 $ 457,837 $ 427,288 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Amount Level 1 Level 2 Level 3 Amount Level 1 Level 2 Level 3 Assets: Interest rate swap (Note 10) $ 6,505 $ — $ 6,505 $ — $ 8,985 $ — $ 8,985 $ — Liabilities: Interest rate swap (Note 10) $ 427 $ — $ 427 $ — $ — $ — $ — $ — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INVENTORIES | |
Summary of inventories stated at lower of cost or net realizable value | December 31, 2023 2022 Finished goods $ 31,674 $ 25,208 Work-in-process 8,473 7,466 Raw materials and supplies 40,829 37,599 Total $ 80,976 $ 70,273 7. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
Summary of property and equipment | Property and equipment consist of the following: December 31, 2023 2022 Land $ 7,614 $ 7,545 Building and improvements 24,433 22,992 Furniture and fixtures 1,966 1,400 Computer hardware and software 25,145 24,140 Machinery and equipment 31,770 28,464 Construction in progress 4,687 3,438 95,615 87,979 Less accumulated depreciation (50,968) (42,694) Total $ 44,647 $ 45,285 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Summary of changes in goodwill | Product Distribution Total Balance, December 31, 2021 $ 63,646 $ 2,616 $ 66,262 Radar acquisition 7,101 — 7,101 Cyalume acquisition 9,101 — 9,101 Foreign currency translation adjustments (888) — (888) Balance, December 31, 2022 $ 78,960 $ 2,616 $ 81,576 Measurement period adjustments (393) — (393) Foreign currency translation adjustments 484 — 484 Balance, December 31, 2023 $ 79,051 $ 2,616 $ 81,667 |
Summary of intangible assets | December 31, 2023 Weighted Accumulated Average Gross Amortization Net Useful Life Definite lived intangibles: Customer relationships $ 86,621 $ (65,650) $ 20,971 11 Technology 16,111 (11,979) 4,132 8 Tradenames 6,622 (5,492) 1,130 4 Non-compete agreements 1,003 (1,003) — 4 $ 110,357 $ (84,124) $ 26,233 Indefinite lived intangibles: Tradenames 17,239 — 17,239 Indefinite Total $ 127,596 $ (84,124) $ 43,472 December 31, 2022 Weighted Accumulated Average Gross Amortization Net Useful Life Definite lived intangibles: Customer relationships $ 85,847 $ (59,122) $ 26,725 11 Technology 15,629 (11,309) 4,320 8 Tradenames 6,484 (4,254) 2,230 4 Non-compete agreements 973 (973) — 4 $ 108,933 $ (75,658) $ 33,275 Indefinite lived intangibles: Tradenames 17,420 — 17,420 Indefinite Total $ 126,353 $ (75,658) $ 50,695 |
Summary of estimated amortization expense for definite lived intangible assets | 2024 $ 5,115 2025 3,139 2026 2,736 2027 2,553 2028 2,553 Thereafter 10,137 Total $ 26,233 9. |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ACCRUED LIABILITIES | |
Summary of accrued liabilities | December 31, 2023 2022 Accrued expenses $ 4,384 $ 3,656 Accrued compensation and payroll tax 24,621 20,420 Accrued interest payable 137 73 Accrued warranties 1,610 1,234 Contract liabilities and customer credits 5,122 5,937 Current lease liabilities 3,510 3,773 Other accrued liabilities 5,140 3,627 Total $ 44,524 $ 38,720 10. |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
DEBT | |
Schedule of company's debt | December 31, 2023 2022 Short-term debt: Insurance premium financing $ 2,187 $ 2,211 Current portion of term loan 10,000 10,000 Current portion of other 133 — $ 12,320 $ 12,211 Long-term debt: Revolver — — Term loan 128,564 138,564 Other 398 512 $ 128,962 $ 139,076 Unamortized debt discount and debt issuance costs (1,150) (1,600) Total long-term debt, net $ 127,812 $ 137,476 |
Summary of aggregate principal payments of long-term debt | 2024 $ 10,133 2025 10,133 2026 118,697 2027 132 2028 — Total principal payments $ 139,095 |
Schedule of Interest rate swaps | Effective Date Notional Amount Fixed Rate September 30, 2021 through July 23, 2026 $ 88,750 0.812 % May 31, 2023 through July 23, 2026 $ 48,125 3.905 % |
Schedule of estimated fair value of our Swap Agreements in the consolidated balance sheets | December 31, Balance Sheet Accounts 2023 2022 Other current assets $ 3,655 $ 3,619 Other assets $ 2,850 $ 5,366 Other liabilities $ 427 $ — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation | |
Summary of stock option activity | Weighted Aggregate Weighted Average Average Intrinsic Remaining Contractual Options Exercise Price Value Life (in years) Outstanding at December 31, 2022 367,611 $ 23.46 $ — 9.2 Granted 395,253 20.53 Exercised (1,405) 23.45 12 Forfeited — — Outstanding at December 31, 2023 761,459 $ 21.98 $ 8,310 8.7 Exercisable at December 31, 2023 227,806 $ 22.77 $ 2,305 8.5 Vested and expected to vest at December 31, 2023 761,459 $ 21.98 $ 8,310 8.7 |
Phantom Awards | |
Stock-Based Compensation | |
Summary of award activity | Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2022 791,667 $ — Granted — — Vested (418,174) 23.45 Forfeited — — Outstanding at December 31, 2023 373,493 $ 23.45 |
Market Condition Restricted Shares | |
Stock-Based Compensation | |
Summary of award activity | Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2022 2,600,000 $ 4.65 Granted — — Vested — — Forfeited — — Outstanding at December 31, 2023 2,600,000 $ 4.65 |
Schedule of fair value of the stock-based awards | 2021 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 Weighted average fair value (per share) $4.65 |
Employee Stock Option | |
Stock-Based Compensation | |
Schedule of fair value of the stock-based awards | 2023 2022 Number issued 395,253 373,479 Vesting period 1 - 3 years 1 - 3 years Grant price (per share) $20.53 $23.45 - $23.70 Dividend yield 1.56% 1.35% - 1.36% Expected volatility 31.40% 33.22% Risk-free interest rate 3.68% 1.12% Expected term (years) 4.68 - 6.00 4.61 - 6.00 Weighted average fair value (per share) $6.34 $6.69 |
RSUs | |
Stock-Based Compensation | |
Summary of award activity | Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2022 83,494 $ 23.45 Granted 113,097 20.53 Vested (27,838) 23.45 Forfeited (1,676) 20.53 Outstanding at December 31, 2023 167,077 $ 21.50 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
Schedule of consolidated income from continuing operations before income taxes | Year ended December 31, 2023 2022 2021 U.S. operations $ 49,603 $ 6,455 $ 18,243 Foreign operations 3,321 2,918 949 Income before provision for income taxes $ 52,924 $ 9,373 $ 19,192 |
Schedule of provision for income taxes | Year ended December 31, 2023 2022 2021 Current tax provision: Federal $ 9,969 $ 2,711 $ — State 1,811 624 907 Foreign 2,713 1,305 852 Total current provision 14,493 4,640 1,759 Deferred tax (benefit) provision: Federal 1,692 (24) 4,704 State 322 (5) 897 Foreign (2,224) (1,058) (829) Total deferred (benefit) provision (210) (1,087) 4,772 Total provision for income taxes $ 14,283 $ 3,553 $ 6,531 |
Schedule of reconciliation of statutory federal income tax rate to effective rate | Year ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal income taxes 4.6 5.6 8.4 Change in valuation allowance — — 0.8 Current year tax credits (0.7) (6.5) (4.7) Difference between foreign and federal tax rate 0.7 5.4 2.8 Permanent items 1.6 12.2 5.2 Reserve for uncertain tax positions — 0.5 — Other (0.2) (0.3) 0.5 Effective tax rate 27.0 % 37.9 % 34.0 % |
Schedule of deferred income tax assets and liabilities | December 31, 2023 2022 Deferred tax assets: Net operating loss and other carry forwards $ 4,667 $ 7,335 Accrued liabilities 4,656 3,351 Reserves and other 2,749 3,039 263A uniform capitalization costs 115 201 Other deferred tax assets 6,741 5,232 Total deferred tax assets 18,928 19,158 Valuation allowance (1,872) (1,888) Net deferred tax assets 17,056 17,270 Deferred tax liabilities: Intangibles (4,832) (5,789) Depreciation (4,017) (4,447) Goodwill (8,512) (7,560) Other (534) (727) Total deferred tax liabilities (17,895) (18,523) Total deferred income taxes $ (839) $ (1,253) |
Schedule of reconciliation of change in unrecognized income tax benefit | Year ended December 31, 2023 2022 Beginning unrecognized tax benefits $ 1,986 $ 2,090 Current period unrecognized tax benefits — 39 Foreign currency fluctuations 66 (143) Ending unrecognized tax benefits $ 2,052 $ 1,986 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Schedule of operating leases | December 31, Balance Sheet Accounts 2023 2022 Assets: Operating lease assets Operating lease assets $ 6,554 $ 8,489 Liabilities: Current: Operating lease liabilities Accrued liabilities $ 3,510 $ 3,773 Long-term: Operating lease liabilities Long-term operating lease liabilities 3,186 4,965 Total lease liabilities $ 6,696 $ 8,738 The components of lease expense are recorded to cost of sales and selling, general and administration expenses in the consolidated statements of operations and comprehensive income. The components of lease expense were as follows: Year Ended December 31, 2023 2022 Fixed operating lease costs (1) $ 3,981 $ 4,047 Variable operating lease costs 1,441 1,329 Total $ 5,422 $ 5,376 (1) Includes short-term leases, which are immaterial. The weighted average remaining lease term and weighted average discount rate is as follows: December 31, 2023 2022 Weighted average remaining lease term (years): Operating leases 2.53 2.62 Weighted average discount rate: Operating leases 3.06% 2.96% |
Summary of future minimum lease payments required under operating leases | 2024 $ 3,438 2025 2,039 2026 965 2027 325 2028 190 Thereafter 31 Total future lease payments 6,988 Less: Amount representing interest (292) Present value of lease liabilities $ 6,696 |
Schedule of supplemental cash flow information related leases | December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 4,044 $ 4,047 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ — $ — |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SEGMENT DATA | |
Summary of segment data | Year Ended December 31, 2023 Reconciling Product Distribution Items (1) Total Net sales $ 410,825 $ 102,371 $ (30,664) $ 482,532 Cost of goods sold 233,937 $ 78,335 $ (30,466) 281,806 Gross profit $ 176,888 $ 24,036 $ (198) $ 200,726 Year Ended December 31, 2022 Reconciling Product Distribution Items (1) Total Net sales $ 385,423 $ 97,106 $ (24,692) $ 457,837 Cost of goods sold 230,245 76,633 (24,719) 282,159 Gross profit $ 155,178 $ 20,473 $ 27 $ 175,678 Year Ended December 31, 2021 Reconciling Product 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 (1) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Nature of Operations and Basis of Presentation | |||
Number of manufacturing plants | item | 21 | ||
Accounts payable, book cash overdrafts | $ 1,055,000 | $ 188,000 | |
Advertising Expense | 6,145,000 | 4,711,000 | $ 3,120,000 |
Total research and development costs | 6,954,000 | 7,086,000 | 6,460,000 |
Cost of goods sold | 281,806,000 | 282,159,000 | $ 256,598,000 |
Deposits | $ 9,757,000 | $ 10,142,000 | |
Employee Stock Option | Maximum | |||
Nature of Operations and Basis of Presentation | |||
Contractual terms granted | ten years |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - item | Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2023 |
Goodwill and Other Intangible Assets | ||||
Number of reporting units | 3 | 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_6
SIGNIFICANT ACCOUNTING POLICIES - Accrued warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in the Company's accrued warranties | ||
Beginning accrued warranty expense | $ 1,234 | $ 1,256 |
Current period claims | (886) | (278) |
Provision for current period sales | 1,262 | 256 |
Ending accrued warranty expense | $ 1,610 | $ 1,234 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Weighted average shares outstanding and net income per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator for basic and diluted earnings per share: | |||
Net income (loss) | $ 38,641 | $ 5,820 | $ 12,661 |
Weighted average shares outstanding: | |||
Weighted average shares outstanding - basic | 37,533,818 | 36,109,844 | 28,598,692 |
Effect of dilutive securities: | |||
Stock-based awards | 386,670 | 12,530 | |
Weighted average shares outstanding - diluted | 37,920,488 | 36,122,374 | 28,598,692 |
Net income per share: | |||
Basic | $ 1.03 | $ 0.16 | $ 0.44 |
Diluted | $ 1.02 | $ 0.16 | $ 0.44 |
Anti-dilutive instruments excluded | 0 |
ACQUISITIONS - Summary - ICOR (
ACQUISITIONS - Summary - ICOR (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Total consideration, net of cash acquired: | |
Total consideration, net | $ 55,543 |
ACQUISITIONS - Summary - Radar
ACQUISITIONS - Summary - Radar (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
ACQUISITIONS | |||
Acquisition-related costs incurred during the period | $ 1,601 | ||
Total consideration, net of cash acquired: | |||
Total consideration, net | $ 55,543 | ||
Radar | |||
ACQUISITIONS | |||
Percentage acquired | 100% | ||
Total consideration, net of cash acquired: | |||
Total consideration, net | $ 19,365 |
ACQUISITIONS - Purchase Price C
ACQUISITIONS - Purchase Price Consideration and Fair Value - Radar (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Total purchase price consideration and preliminary fair value amounts recognized | ||||
Total consideration, net | $ 55,543 | |||
Goodwill | $ 81,576 | $ 81,667 | $ 66,262 | |
Radar | ||||
Total purchase price consideration and preliminary fair value amounts recognized | ||||
Total consideration, net | $ 19,365 | |||
Accounts receivable | 2,347 | |||
Inventories | 1,874 | |||
Prepaid expenses | 682 | |||
Other current assets | 665 | |||
Property and equipment | 3,053 | |||
Intangible assets | 10,200 | |||
Goodwill | 7,101 | |||
Total assets acquired | 25,922 | |||
Accounts payable | 1,120 | |||
Deferred tax liabilities | 2,787 | |||
Accrued liabilities | 2,106 | |||
Long-term debt | 544 | |||
Total liabilities assumed | 6,557 | |||
Net assets acquired | $ 19,365 |
ACQUISITIONS - Intangible Asset
ACQUISITIONS - Intangible Assets - Radar (Details) $ in Thousands | Jan. 11, 2022 USD ($) |
Radar | |
ACQUISITIONS | |
Goodwill, non-deductible for tax purposes | $ 7,101 |
ACQUISITIONS - Summary - Cyalum
ACQUISITIONS - Summary - Cyalume (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
ACQUISITIONS | |||
Acquisition-related costs incurred during the period | $ 1,601 | ||
Total consideration, net of cash acquired: | |||
Total consideration, net | $ 55,543 | ||
Cyalume | |||
ACQUISITIONS | |||
Percentage acquired | 100% | ||
Total consideration, net of cash acquired: | |||
Total consideration, net | $ 36,178 |
ACQUISITIONS - Purchase Price_2
ACQUISITIONS - Purchase Price Consideration and Fair Value - Cyalume (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
ACQUISITIONS | ||||
Measurement period adjustments | $ (393) | |||
Total purchase price consideration and preliminary fair value amounts recognized | ||||
Total consideration, net | $ 55,543 | |||
Goodwill | 81,667 | $ 81,576 | $ 66,262 | |
Cyalume | ||||
ACQUISITIONS | ||||
Measurement period adjustments | $ (393) | |||
Total purchase price consideration and preliminary fair value amounts recognized | ||||
Total consideration, net | $ 36,178 | |||
Accounts receivable | 3,302 | |||
Inventories | 10,908 | |||
Prepaid expenses | 255 | |||
Other current assets | 10 | |||
Property and equipment | 12,492 | |||
Intangible assets | 8,100 | |||
Goodwill | 8,708 | |||
Total assets acquired | 43,775 | |||
Accounts payable | 1,080 | |||
Deferred tax liabilities | 4,652 | |||
Accrued liabilities | 1,577 | |||
Other long-term liabilities | 288 | |||
Total liabilities assumed | 7,597 | |||
Net assets acquired | $ 36,178 |
ACQUISITIONS - Intangible Ass_2
ACQUISITIONS - Intangible Assets - Cyalume (Details) $ in Thousands | May 04, 2022 USD ($) |
Cyalume | |
ACQUISITIONS | |
Goodwill, non-deductible for tax purposes | $ 8,708 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning allowance for doubtful accounts | $ 924 | $ 645 | |
Provision | 66 | 417 | $ (188) |
Write-offs | (355) | (138) | |
Ending allowance for doubtful accounts | $ 635 | $ 924 | $ 645 |
REVENUE RECOGNITION - Net sales
REVENUE RECOGNITION - Net sales by channel and geography (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition | |||
Net sales | $ 482,532,000 | $ 457,837,000 | $ 427,288,000 |
U.S. state and local agencies | |||
Revenue Recognition | |||
Net sales | 282,318,000 | 250,680,000 | 231,095,000 |
Commercial | |||
Revenue Recognition | |||
Net sales | 42,406,000 | 45,357,000 | 34,860,000 |
U.S. federal agencies | |||
Revenue Recognition | |||
Net sales | 57,447,000 | 51,165,000 | 47,575,000 |
International | |||
Revenue Recognition | |||
Net sales | 97,058,000 | 106,593,000 | 107,503,000 |
Other | |||
Revenue Recognition | |||
Net sales | $ 3,303,000 | $ 4,042,000 | $ 6,255,000 |
REVENUE RECOGNITION - Includes
REVENUE RECOGNITION - Includes all Distribution sales (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition | |||
Net sales | $ 482,532,000 | $ 457,837,000 | $ 427,288,000 |
United States | |||
Revenue Recognition | |||
Net sales | 385,474,000 | 351,244,000 | 319,785,000 |
International. | |||
Revenue Recognition | |||
Net sales | $ 97,058,000 | $ 106,593,000 | $ 107,503,000 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUE RECOGNITION | ||
Contract liabilities, current | $ 4,246 | $ 4,615 |
Revenue recognized from amounts included in contract liabilities | $ 2,937 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional information (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue Recognition | |
Remaining performance obligations | $ 24,721 |
Percentage of remaining performance obligations expect to recognize | 54% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue Recognition | |
Expected timing of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue Recognition | |
Expected timing of satisfaction | 2 years |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Carrying Amount - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Interest rate swap | $ 6,505 | $ 8,985 |
Liabilities: | ||
Interest rate swap (Note 11) | 427 | |
Level 2 | ||
Assets: | ||
Interest rate swap | 6,505 | $ 8,985 |
Liabilities: | ||
Interest rate swap (Note 11) | $ 427 |
FAIR VALUE MEASUREMENTS - Trans
FAIR VALUE MEASUREMENTS - Transfers of assets or liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Transfers between fair value measurement levels, amount | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
INVENTORIES | ||
Finished goods | $ 31,674 | $ 25,208 |
Work-in-process | 8,473 | 7,466 |
Raw materials and supplies | 40,829 | 37,599 |
Total | $ 80,976 | $ 70,273 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 95,615 | $ 87,979 | |
Less accumulated depreciation | (50,968) | (42,694) | |
Total | 44,647 | 45,285 | |
Depreciation expense | 7,943 | 6,851 | $ 5,143 |
Depreciation expense included in cost of goods sold | 4,590 | 3,433 | $ 2,144 |
Land | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 7,614 | 7,545 | |
Building and improvements | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 24,433 | 22,992 | |
Furniture and fixtures | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 1,966 | 1,400 | |
Computer hardware and software | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 25,145 | 24,140 | |
Machinery and equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 31,770 | 28,464 | |
Construction in progress | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 4,687 | $ 3,438 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of changes in goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of changes in goodwill | ||
Balance at beginning of period | $ 81,576 | $ 66,262 |
Measurement period adjustments | (393) | |
Foreign currency translation adjustments | 484 | (888) |
Balance at end of period | 81,667 | 81,576 |
Product | ||
Summary of changes in goodwill | ||
Balance at beginning of period | 78,960 | 63,646 |
Measurement period adjustments | (393) | |
Foreign currency translation adjustments | 484 | (888) |
Balance at end of period | 79,051 | 78,960 |
Distribution | ||
Summary of changes in goodwill | ||
Balance at beginning of period | 2,616 | 2,616 |
Balance at end of period | 2,616 | 2,616 |
Radar | ||
Summary of changes in goodwill | ||
Acquisition | 7,101 | |
Radar | Product | ||
Summary of changes in goodwill | ||
Acquisition | 7,101 | |
Cyalume | ||
Summary of changes in goodwill | ||
Measurement period adjustments | $ (393) | |
Acquisition | 9,101 | |
Cyalume | Product | ||
Summary of changes in goodwill | ||
Acquisition | $ 9,101 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Impairment of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |||
Impairment losses | $ 0 | $ 0 | $ 0 |
Gross goodwill | 89,252 | 89,161 | |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of intangible assets | ||
Definite lived intangibles, Gross | $ 110,357 | $ 108,933 |
Definite lived intangibles, Accumulated Amortization | (84,124) | (75,658) |
Definite lived intangibles, Net | 26,233 | 33,275 |
Indefinite lived intangibles | 127,596 | 126,353 |
Indefinite lived intangibles, Net | 43,472 | 50,695 |
Tradenames | ||
Summary of intangible assets | ||
Indefinite lived intangibles | 17,239 | 17,420 |
Indefinite lived intangibles, Net | 17,239 | 17,420 |
Customer relationships | ||
Summary of intangible assets | ||
Definite lived intangibles, Gross | 86,621 | 85,847 |
Definite lived intangibles, Accumulated Amortization | (65,650) | (59,122) |
Definite lived intangibles, Net | $ 20,971 | $ 26,725 |
Weighted Average Useful Life | 11 years | 11 years |
Technology | ||
Summary of intangible assets | ||
Definite lived intangibles, Gross | $ 16,111 | $ 15,629 |
Definite lived intangibles, Accumulated Amortization | (11,979) | (11,309) |
Definite lived intangibles, Net | $ 4,132 | $ 4,320 |
Weighted Average Useful Life | 8 years | 8 years |
Tradenames | ||
Summary of intangible assets | ||
Definite lived intangibles, Gross | $ 6,622 | $ 6,484 |
Definite lived intangibles, Accumulated Amortization | (5,492) | (4,254) |
Definite lived intangibles, Net | $ 1,130 | $ 2,230 |
Weighted Average Useful Life | 4 years | 4 years |
Non-compete agreements | ||
Summary of intangible assets | ||
Definite lived intangibles, Gross | $ 1,003 | $ 973 |
Definite lived intangibles, Accumulated Amortization | $ (1,003) | $ (973) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |||
Amortization expense | $ 7,794 | $ 8,800 | $ 8,575 |
Amortization expense included in cost of goods sold | $ 465 | $ 439 | $ 666 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization expense for definite lived intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Estimated amortization expense for finite-lived intangible assets | ||
2024 | $ 5,115 | |
2025 | 3,139 | |
2026 | 2,736 | |
2027 | 2,553 | |
2028 | 2,553 | |
Thereafter | 10,137 | |
Total | $ 26,233 | $ 33,275 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ACCRUED LIABILITIES | ||
Accrued expenses | $ 4,384,000 | $ 3,656,000 |
Accrued compensation and payroll tax | 24,621,000 | 20,420,000 |
Accrued interest payable | 137,000 | 73,000 |
Accrued warranties | 1,610,000 | 1,234,000 |
Contract liabilities and customer credits | 5,122,000 | 5,937,000 |
Current lease liabilities | 3,510,000 | 3,773,000 |
Other accrued liabilities | 5,140,000 | 3,627,000 |
Total | $ 44,524,000 | $ 38,720,000 |
DEBT - Schedule of company's de
DEBT - Schedule of company's debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short-term debt: | ||
Insurance premium financing | $ 2,187 | $ 2,211 |
Current portion of term loan | 10,000 | 10,000 |
Current portion of other | 133 | |
Total | 12,320 | 12,211 |
Long-term debt: | ||
Term loan | 128,564 | 138,564 |
Other | 398 | 512 |
Total long-term debt, gross | 128,962 | 139,076 |
Unamortized debt discount and debt issuance costs | (1,150) | (1,600) |
Total long-term debt, net | $ 127,812 | $ 137,476 |
DEBT - Summary of aggregate pri
DEBT - Summary of aggregate principal payment of long-term debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
DEBT | |
2024 | $ 10,133 |
2025 | 10,133 |
2026 | 118,697 |
2027 | 132 |
Total principal payments | $ 139,095 |
DEBT - 2021 Credit Facility (De
DEBT - 2021 Credit Facility (Details) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Aug. 20, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt | |||||
Loss on extinguishment of debt | $ 15,155 | ||||
Debt issuance costs paid | 2,198 | ||||
2021 Credit Facility | |||||
Debt | |||||
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 | $ 537 | 537 | $ 748 | ||
Unamortized debt issuance costs | $ 613 | $ 613 | 851 | ||
2021 Credit Facility | Minimum | |||||
Debt | |||||
Commitment Fee | 0.175% | 0.175% | |||
2021 Credit Facility | Maximum | |||||
Debt | |||||
Commitment Fee | 0.25% | 0.25% | |||
2021 Credit Facility | Each quarter starting with the quarter ended December 31, 2021 | |||||
Debt | |||||
Minimum fixed charge coverage ratio | 1.25 | ||||
2021 Credit Facility | Each quarter starting with the quarter ended December 31, 2022 | |||||
Debt | |||||
Total net leverage ratio | 3.75 | ||||
2021 Credit Facility | Period after the quarter ended September 30, 2022. | |||||
Debt | |||||
Total net leverage ratio | 3.50 | ||||
2021 Credit Facility | Base Rate | Minimum | |||||
Debt | |||||
Applicable margin (as a percent) | 0.50% | ||||
2021 Credit Facility | Base Rate | Maximum | |||||
Debt | |||||
Applicable margin (as a percent) | 1.50% | ||||
2021 Credit Facility | SOFR | |||||
Debt | |||||
Variable rate adjustment (as a percent) | 0.10% | ||||
2021 Credit Facility | SOFR | Minimum | |||||
Debt | |||||
Applicable margin (as a percent) | 1.50% | ||||
2021 Credit Facility | SOFR | Maximum | |||||
Debt | |||||
Applicable margin (as a percent) | 2.50% | ||||
2021 Credit Facility | Revolving credit facility | |||||
Debt | |||||
Maximum borrowing capacity | $ 100,000 | ||||
Outstanding borrowings | $ 0 | $ 0 | 0 | ||
Available borrowing capacity | 97,416 | 97,416 | |||
Financing costs paid | 1,365 | ||||
2021 Credit Facility | Term loan | |||||
Debt | |||||
Aggregate principal amount per quarter (in percent) | 1.25% | ||||
Outstanding borrowings | $ 200,000 | 138,564 | $ 138,564 | $ 148,564 | |
Increase in total net leverage ratio | 6.96 | 6.14 | |||
Financing costs paid | $ 2,749 | ||||
2021 Credit Facility | Letter of credit | |||||
Debt | |||||
Maximum borrowing capacity | 15,000 | ||||
Outstanding letters of credit | $ 2,584 | $ 2,584 | |||
2021 Credit Facility | 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, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 14, 2021 USD ($) | Oct. 14, 2021 CAD ($) | |
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 | $ 10,000 | |||
Amount outstanding | $ 0 | $ 0 | ||
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 | |||
Jul. 31, 2023 | Jul. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt | ||||
Outstanding balance | $ 2,187 | $ 2,211 | ||
AFCO Credit Corporation | Short-Term Loan Facility | ||||
Debt | ||||
Amount of short term loan facility | $ 3,948 | $ 3,989 | ||
Interest rate | 7.49% | 5.75% | ||
Required monthly payments | $ 373 | $ 373 | ||
Outstanding balance | $ 2,187 | $ 2,211 |
DEBT - Fair Value of Debt (Deta
DEBT - Fair Value of Debt (Details) - Term loan $ in Thousands | Dec. 31, 2023 USD ($) |
DEBT | |
Fair value of debt | $ 141,340 |
Carrying value of debt | $ 138,564 |
DEBT - Schedule of interest rat
DEBT - Schedule of interest rate swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | May 31, 2023 | |
Interest Rate Swaps | ||
DEBT | ||
Variable rate | 5.36% | |
Interest Rate Swap, One | ||
DEBT | ||
Debt instrument, start maturity date | Sep. 30, 2021 | |
Debt instrument, end maturity date | Jul. 23, 2026 | |
Notional amount | $ 88,750 | |
Fixed rate | 0.812% | |
Interest Rate Swap, Two | ||
DEBT | ||
Debt instrument, start maturity date | May 31, 2023 | |
Debt instrument, end maturity date | Jul. 23, 2026 | |
Notional amount | $ 48,125 | $ 50,000 |
Fixed rate | 3.905% |
DEBT - Schedule of fair value s
DEBT - Schedule of fair value swap agreement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
DEBT | |||
Cumulative gain, net of tax reflected in accumulated other comprehensive income (loss) | $ 4,357,000 | $ 6,739,000 | |
Gain recognized in other comprehensive income (loss) | 775,000 | 6,444,000 | $ 767,000 |
Amount reclassified from accumulated other comprehensive income to earnings | 3,157,000 | 618,000 | $ (146,000) |
Amount reclassified from AOCI into interest expense within next twelve months | 3,552,000 | ||
Interest Rate Swaps | |||
DEBT | |||
Derivative liability | $ 427,000 | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | ||
Interest Rate Swaps | Other current assets | |||
DEBT | |||
Derivative asset | $ 3,655,000 | $ 3,619,000 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Current | Other Assets, Current | |
Interest Rate Swaps | Other assets | |||
DEBT | |||
Derivative asset | $ 2,850,000 | $ 5,366,000 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
SHAREHOLDERS EQUITY (Details)
SHAREHOLDERS EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Jan. 23, 2024 | Jul. 14, 2022 | Jun. 09, 2022 | Nov. 11, 2021 | Nov. 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | ||||||||
Dividend declared (in dollars per share) | $ 0.32 | |||||||
Cash dividends | $ 12,006 | $ 11,509 | $ 2,751 | |||||
Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Dividends per share declared | $ 0.0875 | |||||||
Dividend declared (in dollars per share) | $ 0.35 | |||||||
Percentage of increase over previous annualized dividend | 3% | |||||||
Kanders & Company, Inc | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Underwriter discounts and commissions, fees and expenses | $ 2,000 | |||||||
Initial public offering | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Number of shares issued | 6,900,000 | |||||||
Issue price | $ 13 | |||||||
Net proceeds from the sale of shares, initial public offering | $ 78,581 | |||||||
Underwriter discounts and commissions, fees and expenses | 11,119 | |||||||
Initial public offering | Kanders & Company, Inc | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Underwriter discounts and commissions, fees and expenses | $ 2,250 | |||||||
Secondary Offering | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Number of shares issued | 2,250,000 | |||||||
Issue price | $ 23.50 | |||||||
Net proceeds from the sale of shares, initial public offering | $ 46,988 | |||||||
Underwriter discounts and commissions, fees and expenses | 2,715 | |||||||
Secondary Offering | Kanders & Company, Inc | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Underwriter discounts and commissions, fees and expenses | $ 2,000 | |||||||
Over-Allotment Option | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Number of shares issued | 300,000 | 900,000 | ||||||
Issue price | $ 23.50 | |||||||
Net proceeds from the sale of shares, initial public offering | $ 6,389 | |||||||
Underwriter discounts and commissions, fees and expenses | $ 661 |
STOCK-BASED COMPENSATION - Phan
STOCK-BASED COMPENSATION - Phantom Restricted Share Plan (Details) - 2021 Phantom Restricted Share Plan - USD ($) | 12 Months Ended | |||
Mar. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 18, 2022 | |
Shares | ||||
Outstanding at beginning period (in shares) | 791,667 | |||
Vested (in shares) | (418,174) | |||
Outstanding at ending (in shares) | 373,493 | 791,667 | ||
Weighted Average Grant Date Fair Value | ||||
Vested (in dollars per share) | $ 23.45 | |||
Outstanding at ending (in dollars per share) | $ 23.45 | |||
Grant date fair value | $ 9,806,000 | |||
Executive Compensation Plan | ||||
Compensation Plans | ||||
Number of awards granted under cash-based executive compensation plan | 1,433,500 | |||
Grant date fair value per share of common stock of all vested and unvested units under the cash-based executive compensation plan | $ 23.45 | |||
Number of units expected to vest under cash-based executive compensation plan | 632,500 | |||
Number of unvested units under cash-based executive compensation plan | 791,667 | |||
Weighted Average Grant Date Fair Value | ||||
Compensation cost | $ 22,100,000 | |||
Unrecognized compensation under cash-based executive compensation plan | $ 626,000 | |||
Grant date fair value expected to be recognized as compensation expense over a weighted average period | 2 months 12 days | |||
Executive Compensation Plan | Selling, general and administrative | ||||
Weighted Average Grant Date Fair Value | ||||
Compensation cost | $ 4,371,000 | $ 28,578,000 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Incentive Plan and Market Condition Restricted Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Market Condition Restricted Shares | |||
Stock-Based Compensation | |||
Number of shares reserved and available for issuance under the plan | 2,600,000 | ||
Common stock, share price | $ 40 | ||
Consecutive trading days | 20 days | ||
Number of shares expected to vest | 2,600,000 | ||
Stock-Based Compensation, Fair Value Assumptions | |||
Vesting period | $ 40 | ||
Grant price (per share) | $ 4.65 | ||
Dividend yield | 0% | ||
Expected volatility | 32.08% | ||
Risk-free interest rate | 1.59% | ||
Expected term (years) | 5 years 8 months 1 day | ||
Shares | |||
Outstanding at beginning period (in shares) | 2,600,000 | ||
Granted (in shares) | 2,600,000 | ||
Outstanding at ending (in shares) | 2,600,000 | 2,600,000 | |
Weighted Average Grant Date Fair Value | |||
Outstanding at beginning period (in dollars per share) | $ 4.65 | ||
Granted (in dollars per share) | $ 4.65 | ||
Outstanding at ending (in dollars per share) | $ 4.65 | $ 4.65 | |
Compensation cost | $ 2,132 | $ 2,132 | |
Unrecognized compensation expense | $ 7,470 | ||
Grant date fair value expected to be recognized as compensation expense over a weighted average period | 3 years 6 months | ||
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 | 5,776,326 | ||
Shares | |||
Granted (in shares) | 2,600,000 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |||
Number of options issued | 395,253 | ||
Options | |||
Outstanding at beginning of period (in shares) | 367,611 | ||
Granted (in shares) | 395,253 | ||
Exercised (in shares) | (1,405) | ||
Outstanding at end of period (in shares) | 761,459 | 761,459 | 367,611 |
Exercisable (in shares) | 227,806 | 227,806 | |
Fully vested options outstanding at end of period (in shares) | 761,459 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 23.46 | ||
Granted (in dollars per share) | 20.53 | ||
Exercised (in dollars per share) | 23.45 | ||
Outstanding at end of period (in dollars per share) | $ 21.98 | 21.98 | $ 23.46 |
Exercisable (in dollars per share) | 22.77 | 22.77 | |
Vested and expected to vest at end of period (in dollars per share) | $ 21.98 | $ 21.98 | |
Aggregate Intrinsic Value | |||
Exercised | $ 12 | ||
Outstanding at ending period | $ 8,310 | 8,310 | |
Exercisable | 2,305 | 2,305 | |
Vested and expected to vest | $ 8,310 | $ 8,310 | |
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding in years | 8 years 8 months 12 days | 9 years 2 months 12 days | |
Exercisable (in years) | 8 years 6 months | ||
Vested and expected to vest, weighted average remaining contractual life (in years) | 8 years 8 months 12 days | ||
Employee Stock Option | |||
STOCK-BASED COMPENSATION | |||
Number of options issued | 395,253 | 373,479 | |
Expiration period | 10 years | ||
Grant date fair value (per share) | $ 20.53 | $ 6.69 | |
Dividend yield | 1.56% | ||
Expected volatility | 31.40% | 33.22% | |
Risk-free interest rate | 3.68% | 1.12% | |
Grant date fair value (per share) | $ 6.34 | ||
Options | |||
Granted (in shares) | 395,253 | 373,479 | |
Weighted Average Remaining Contractual Life (in years) | |||
Unrecognized compensation expense | $ 2,374 | $ 2,374 | |
Grant date fair value expected to be recognized as compensation expense over a weighted average period | 1 year 10 months 24 days | ||
Employee Stock Option | Minimum | |||
STOCK-BASED COMPENSATION | |||
Vesting period | 1 year | 1 year | |
Grant date fair value (per share) | $ 23.45 | ||
Dividend yield | 1.56% | 1.35% | |
Expected term (years) | 4 years 8 months 4 days | 4 years 7 months 9 days | |
Employee Stock Option | Maximum | |||
STOCK-BASED COMPENSATION | |||
Vesting period | 3 years | 3 years | |
Grant date fair value (per share) | $ 23.70 | ||
Dividend yield | 1.36% | ||
Expected term (years) | 6 years | 6 years | |
Employee Stock Option | Selling, general and administrative | |||
Weighted Average Remaining Contractual Life (in years) | |||
Compensation cost | $ 1,619 | $ 974 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 item | Dec. 31, 2023 USD ($) installment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Stock-Based Compensation | ||||
Number of equal installments | item | 3 | |||
RSUs | ||||
Stock-Based Compensation | ||||
Number of equal installments | installment | 3 | |||
Vesting period | 3 years | |||
Compensation cost | $ | $ 355,000 | |||
Unrecognized compensation expense | $ | $ 2,453,000 | |||
Grant date fair value expected to be recognized as compensation expense over a weighted average period | 1 year 10 months 24 days | |||
Shares | ||||
Outstanding at beginning period (in shares) | shares | 83,494 | |||
Granted (in shares) | shares | 113,097 | |||
Vested (in shares) | shares | (27,838) | |||
Forfeited (in shares) | shares | (1,676) | |||
Outstanding at ending (in shares) | shares | 167,077 | 83,494 | ||
Weighted Average Grant Date Fair Value | ||||
Outstanding at beginning period (in dollars per share) | $ / shares | $ 23.45 | |||
Granted (in dollars per share) | $ / shares | 20.53 | |||
Vested (in dollars per share) | $ / shares | (23.45) | |||
Forfeited (in dollars per share) | $ / shares | 20.53 | |||
Outstanding at ending (in dollars per share) | $ / shares | $ 21.50 | $ 23.45 | ||
RSUs | Selling, general and administrative | ||||
Stock-Based Compensation | ||||
Compensation cost | $ | $ 1,267,000 | $ 531,000 |
COMPENSATION AND DEFINED CONT_2
COMPENSATION AND DEFINED CONTRIBUTION PLANS (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 item | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
COMPENSATION AND DEFINED CONTRIBUTION PLANS | ||||
Employer contribution to plans | $ 2,380 | $ 3,198 | $ 1,780 | |
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 | $ 860 | $ 1,369 | $ 2,162 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details) $ in Thousands | 1 Months Ended |
Sep. 30, 2021 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Damage awarded | $ 7,500 |
INCOME TAXES - Consolidated inc
INCOME TAXES - Consolidated income from continuing operations before provision for income taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||
U.S. operations | $ 49,603,000 | $ 6,455,000 | $ 18,243,000 |
Foreign operations | 3,321,000 | 2,918,000 | 949,000 |
Income before provision for income taxes | $ 52,924,000 | $ 9,373,000 | $ 19,192,000 |
INCOME TAXES - Benefit for inco
INCOME TAXES - Benefit for income taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax provision: | |||
Federal | $ 9,969,000 | $ 2,711,000 | |
State | 1,811,000 | 624,000 | $ 907,000 |
Foreign | 2,713,000 | 1,305,000 | 852,000 |
Total current provision | 14,493,000 | 4,640,000 | 1,759,000 |
Deferred tax (benefit) provision: | |||
Federal | 1,692,000 | (24,000) | 4,704,000 |
State | 322,000 | (5,000) | 897,000 |
Foreign | (2,224,000) | (1,058,000) | (829,000) |
Total deferred (benefit) provision | (210,000) | (1,087,000) | 4,772,000 |
Total provision for income taxes | $ 14,283,000 | $ 3,553,000 | $ 6,531,000 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal income taxes | 4.60% | 5.60% | 8.40% |
Change in valuation allowance | 0.80% | ||
Current year tax credits | (0.70%) | (6.50%) | (4.70%) |
Difference between foreign and federal tax rate | 0.70% | 5.40% | 2.80% |
Permanent items | 1.60% | 12.20% | 5.20% |
Reserve for uncertain tax positions | 0.50% | ||
Other | (0.20%) | (0.30%) | 0.50% |
Effective tax rate | 27% | 37.90% | 34% |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss and other carry forwards | $ 4,667 | $ 7,335 |
Accrued liabilities | 4,656 | 3,351 |
Reserves and other | 2,749 | 3,039 |
263A uniform capitalization costs | 115 | 201 |
Other deferred tax assets | 6,741 | 5,232 |
Total deferred tax assets | 18,928 | 19,158 |
Valuation allowance | (1,872) | (1,888) |
Net deferred tax assets | 17,056 | 17,270 |
Deferred tax liabilities: | ||
Intangibles | (4,832) | (5,789) |
Depreciation | (4,017) | (4,447) |
Goodwill | (8,512) | (7,560) |
Other | (534) | (727) |
Total deferred tax liabilities | (17,895) | (18,523) |
Total deferred income taxes | $ (839) | $ (1,253) |
INCOME TAXES - Reconciliation_2
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning unrecognized tax benefits | $ 1,986,000 | $ 2,090,000 | |
Current period unrecognized tax benefits | 39,000 | ||
Foreign currency fluctuations | 66,000 | ||
Foreign currency fluctuations | (143,000) | ||
Ending unrecognized tax benefits | 2,052,000 | 1,986,000 | $ 2,090,000 |
Amounts representing penalties and interest were recorded as income tax expense | 0 | 0 | $ 0 |
Amount of interest or penalties accrued | $ 0 | $ 0 |
INCOME TAXES - Operating loss C
INCOME TAXES - Operating loss Carryforwards (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
INCOME TAXES. | |
Amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect the Company's effective tax rate | $ 2,052 |
LEASES - Schedule of operating
LEASES - Schedule of operating assets and liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease assets | $ 6,554,000 | $ 8,489,000 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Operating lease liabilities | $ 3,510,000 | $ 3,773,000 |
Long-term operating lease liabilities | 3,186,000 | 4,965,000 |
Total lease liabilities | $ 6,696,000 | $ 8,738,000 |
Maximum | ||
Leases | ||
Remaining contractual terms | 5 years | |
Optional lease extension terms | 5 years |
LEASES - Components of lease ex
LEASES - Components of lease expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
LEASES | ||
Fixed operating lease costs | $ 3,981,000 | $ 4,047,000 |
Variable operating lease costs | 1,441,000 | 1,329,000 |
Total | $ 5,422,000 | $ 5,376,000 |
LEASES - Weighted average remai
LEASES - Weighted average remaining lease term and discount rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
LEASES | ||
Operating leases weighted average remaining lease term (years): | 2 years 6 months 10 days | 2 years 7 months 13 days |
Operating leases weighted average discount rate | 3.06% | 2.96% |
LEASES - Future minimum lease p
LEASES - Future minimum lease payments under operating leases (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
LEASES | ||
2024 | $ 3,438,000 | |
2025 | 2,039,000 | |
2026 | 965,000 | |
2027 | 325,000 | |
2028 | 190,000 | |
Thereafter | 31,000 | |
Total future lease payments | 6,988,000 | |
Less: Amount representing interest | (292,000) | |
Present value of lease liabilities | $ 6,696,000 | $ 8,738,000 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information related to leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
LEASES | ||
Operating cash flows - operating leases | $ 4,044,000 | $ 4,047,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) warehouse | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transactions | |||
Number of distribution warehouses and retail stores | warehouse | 4 | ||
Rent expense | $ 496,000 | $ 478,000 | $ 579,000 |
Related party, acquisition costs | 1,000,000 | ||
Warren Kanders | |||
Related Party Transactions | |||
Fees paid for services related to the Company's initial public offering | 2,250,000 | ||
Fees paid for services related to the execution of the New Credit Agreement | $ 1,000,000 | ||
Kanders & Company, Inc | |||
Related Party Transactions | |||
Related party, acquisition costs | $ 1,000,000 | 1,000,000 | |
Direct offering costs | $ 2,000,000 |
SEGMENT DATA - Other (Details)
SEGMENT DATA - Other (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
SEGMENT DATA | |
Number of reportable segments | 2 |
SEGMENT DATA - asset informatio
SEGMENT DATA - asset information or operating expenses by segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Data | |||
Net sales | $ 482,532,000 | $ 457,837,000 | $ 427,288,000 |
Cost of goods sold | 281,806,000 | 282,159,000 | 256,598,000 |
Gross profit | 200,726,000 | 175,678,000 | 170,690,000 |
Reconciling Items | |||
Segment Data | |||
Net sales | (30,664,000) | (24,692,000) | (24,944,000) |
Cost of goods sold | (30,466,000) | (24,719,000) | (24,932,000) |
Gross profit | (198,000) | 27,000 | (12,000) |
Product. | Operating segments | |||
Segment Data | |||
Net sales | 410,825,000 | 385,423,000 | 362,189,000 |
Cost of goods sold | 233,937,000 | 230,245,000 | 213,881,000 |
Gross profit | 176,888,000 | 155,178,000 | 148,308,000 |
Distribution | Operating segments | |||
Segment Data | |||
Net sales | 102,371,000 | 97,106,000 | 90,043,000 |
Cost of goods sold | 78,335,000 | 76,633,000 | 67,649,000 |
Gross profit | $ 24,036,000 | $ 20,473,000 | $ 22,394,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 12, 2024 USD ($) | Jan. 31, 2024 USD ($) | Jan. 31, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Events | |||||
Business acquisitions, net of cash acquired | $ 55,543 | ||||
Acquisition-related costs incurred during the period | $ 1,601 | ||||
Acquisition related transaction costs included in Restructuring and transaction costs | 601 | ||||
Acquisition related transaction costs included in related party expense | $ 1,000 | ||||
ITL | Subsequent event | |||||
Subsequent Events | |||||
Amount borrowed | $ 80,000 | ||||
ICOR | Subsequent event | |||||
Subsequent Events | |||||
Business acquisitions, net of cash acquired | $ 38,800 | $ 52,000 | |||
Alpha Safety | Subsequent event | |||||
Subsequent Events | |||||
Business acquisitions, net of cash acquired | $ 106,500 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 38,641 | $ 5,820 | $ 12,661 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |