13386 International Pkwy

Jacksonville, FL 32218

(904) 741-5400

April 12, 2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

Cadre Holdings, Inc. is submitting the following responses to the comment letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated March 30, 2023 (the “Comment Letter”), regarding the Company’s Form 10-K, for the fiscal year ended December 31, 2022, filed with the Commission on March 15, 2023 (the “Form 10-K”).

In this letter, we have recited the comments from the Staff in the Comment Letter in bold type and have followed each comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Measures, page 37

Attached as Exhibit A to this letter is an example of such modified disclosures based on the Company’s earnings results for the year ended December 31, 2022.

The Company acknowledges the Staff’s comment, and respectfully advises the Staff that each of Adjusted EBITDA less capital expenditures and Adjusted EBITDA conversion rate are reconciled to net income, the most comparable GAAP measure, on page 38 of the Form 10-K, and that net income is presented with equal or greater prominence as the Non-GAAP measures.

The Company also believes that its presentations of each of Adjusted EBITDA less capital expenditures and Adjusted EBITDA conversion rate are consistent with Item 10(e) of Regulations S-K and the guidance in Question 102.10 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, because (i) net income, an income measurement and the most directly comparable GAAP measure to each of these Non-GAAP measures, is presented and discussed before, as well as presented with equal or greater prominence than each of these Non-GAAP measures; (ii) the Company includes a discussion of how the presentation of each of these Non-GAAP measures is useful to investors; and (iii) the Company includes a reconciliation of each of these Non-GAAP measures to net income, an income measurement and the most directly comparable GAAP measure.

The Company respectfully advises the Staff that it will continue to regularly review the appropriateness and compliance of its non-GAAP financial measures and their related adjustments.

The Company acknowledges the Staff’s comment, and respectfully advises the Staff that the Company’s reference to Adjusted EBITDA Conversion Rate as being a “liquidity measure” is done in a generic sense of the word “liquidity” and not in the technical accounting sense that would relate to some measure of cash flows. Rather, as discussed above, the Non-GAAP measure Adjusted EBITDA Conversion Rate is most closely related to the GAAP measure of net income, to which it is reconciled in the Form 10-K. The Company’s use of “liquidity” in this sense refers to its net income measure generally, which the Company believes provides it with liquidity.

However, given the Staff’s comments in this regard, the Company respectfully advises the Staff that the Company will undertake to not include, in its future Annual Reports on Form 10-K filings, Quarterly Reports on Form 10-Q filings, Current Reports on Form 8-K filings, earnings releases and other presentations, any references to Adjusted EBITDA Conversion Rate as a “liquidity measure” to avoid any confusion.

The Company acknowledges the Staff’s comment, and respectfully advises the Staff that the presentation of adjusted EBITDA includes an adjustment for certain awards previously granted to the Company’s employees in February 2021 pursuant to the Company’s Long-Term Incentive Plan (the “LTIP”) that vest to such employees in March 2022, March 2023 and March 2024. The Company implemented the LTIP prior to the Company’s initial public offering when the Company was a private company as a means to replicate for its employees the value and upside offered by public-company equity programs. Upon the Company’s initial public offering in November 2021, the LTIP was replaced by the Company’s 2021 Stock Incentive Plan, a plan that provides for the granting and settlement of awards in equity or stock options, and no new awards will be granted under the LTIP.

Under the terms of the LTIP, the Company’s Board of Directors has the sole discretion to settle vested LTIP awards in cash or shares of the Company’s common stock. Upon the vesting of first tranche of LTIP awards in March 2022, the Company’s Board of Directors determined to settle such vested LTIP awards in shares of the Company’s common stock instead of cash.

The Company has reviewed Question 100.01 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures and respectfully advises the Staff that it does not believe that the adjustments related to the LTIP are normal, recurring, cash operating expenses for a number of reasons. First, as mentioned above the LTIP program was ended and no additional awards have been granted, therefore it can’t be considered recurring. Furthermore, it is not consistently a cash operating expense, because as previously stated, the award in 2022 was settled in stock and it is the Board of Directors’ discretion whether the remaining awards will be settled in cash or equity upon vesting.

Notes to Consolidated Financial Statements

2. Acquisitions, page 59

As part of our assessment of the appropriate disclosures in Note 2 regarding the two business combinations consummated during fiscal year 2022, we considered the provisions of ASC 805-10-50-2(h) and the materiality of the business combinations individually, as well as in the aggregate in accordance with ASC 805-10-50-3. For purposes of our materiality evaluation, we referenced guidance from SEC Staff Accounting Bulletin No. 99 – Materiality, which requires registrants to consider qualitative factors as well as quantitative factors to assess materiality. Ultimately, our assessment focused on assessing if omission of the disclosures required by ASC 805-10-50-2h would result in a substantial likelihood that the disclosure would have been viewed by a reasonable investor as having significantly altered the total mix of information. Our assessment considered the following:

Our assessment of the materiality of the Radar and Cyalume acquisitions concluded that these acquisitions were not material, individually or in the aggregate, compared to consolidated net sales and income before taxes. We also concluded that pro forma information would not have changed the financial statement users’ assessment of the Company’s overall results. As a result, we determined that the acquisitions were not material and that the disclosures in ASC 805-10-50-2h for the entities acquired in fiscal 2022 were not required to be included in our consolidated financial statements for fiscal 2022.

Please direct any questions regarding the Company’s responses or the Registration Statement to the undersigned at (904) 741-1742 or at blaine.browers@safariland.com.

Exhibit A

NON-GAAP MEASURES

This Annual Report on Form 10-K includes EBITDA, Adjusted EBITDA, Adjusted EBITDA less capital expenditures and Adjusted EBITDA Conversion Rate, which are non-GAAP measures that we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as net income before depreciation and amortization expense, interest expense and provision for income taxes. Adjusted EBITDA represents EBITDA that excludes restructuring and transaction costs, other general income, loss on extinguishment of debt, other expense, net, stock-based compensation expense, stock-based compensation payroll tax expense, long term incentive plan (“LTIP”) bonus, and amortization of inventory step-up as these items do not represent our core operating performance. Adjusted EBITDA less capital expenditures represents Adjusted EBITDA less capital expenditures. We also present Adjusted EBITDA Conversion Rate, which we define as Adjusted EBITDA less capital expenditures divided by Adjusted EBITDA. We use Adjusted EBITDA less capital expenditures and Adjusted EBITDA Conversion Rate as measurements of the cash generation capacity of our underlying operations, exclusive of impacts relating to our capital structure.

EBITDA, Adjusted EBITDA, Adjusted EBITDA less capital expenditures and Adjusted EBITDA Conversion Rate are performance measures that we believe are useful to investors and analysts because they illustrate the underlying financial and business trends relating to our core, recurring results of operations and enhance comparability between periods. Adjusted EBITDA is identical to the financial metric used under our existing credit facilities to measure our covenant compliance and is also considered by our board of directors and management as an important factor in determining performance-based compensation. Adjusted EBITDA less capital expenditures and Adjusted EBITDA Conversion Rate are measures that we believe provide investors and analysts with important information about our core, recurring cash generation trends, which are an indication of our ability to make acquisitions, incur additional debt or return capital to investors, after making the capital investments required to support our business operations.

EBITDA, Adjusted EBITDA, Adjusted EBITDA less capital expenditures and Adjusted EBITDA Conversion Rate are not recognized measures under U.S. GAAP and are not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly-titled measures of performance of other companies. Investors should exercise caution in comparing our non-GAAP measures to any similarly titled measures used by other companies. These non-GAAP measures exclude certain items required by U.S. GAAP and should not be considered as alternatives to information reported in accordance with U.S. GAAP.

The table below presents our EBITDA, Adjusted EBITDA, Adjusted EBITDA less capital expenditures and Adjusted EBITDA Conversion Rate reconciled to the most comparable GAAP measure for the periods indicated:

Adjusted EBITDA increased $4.3 million for the year ended December 31, 2022 as compared to 2021, primarily due to the increase in net sales, partially offset by increases in public company costs and marketing spend.