SEC Comment Letter 0000000000-23-003227 to Cadre Holdings, Inc. (CDRE) (CIK 0001860543) (CDRE)
Cadre Holdings, Inc. (CDRE) (CIK 0001860543)
Date: March 30, 2023 · CIK: 0001860543 · Accession: 0000000000-23-003227
AI Filing Summary & Sentiment
File numbers found in text: 001-40698
Letter
United States securities and exchange commission logo March 30, 2023 Warren B. Kanders Chief Executive Officer Cadre Holdings, Inc. 13386 International Parkway Jacksonville, FL 32218 Re:Cadre Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 15, 2023 File No. 001-40698 Dear Warren B. Kanders: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. 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 1.We note that you provide Adjusted EBITDA less capital expenditures and Adjusted EBITDA conversion rate, which are non-GAAP measures, in this filing and in Exhibit 99.1 to your Form 8-K dated March 15, 2023.
•Please revise future filings to appropriately describe and discuss Adjusted EBITDA less capital expenditures as a separate non-GAAP measure. •Tell us where you provided and reconciled Adjusted EBITDA less capital expenditures and Adjusted EBITDA conversion rate to the most directly comparable GAAP measure. Reference Item 10(e) of Regulations S-K and Question 102.10 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
FirstName LastNameWarren B. Kanders Comapany NameCadre Holdings, Inc. March 30, 2023 Page 2 FirstName LastName Warren B. Kanders Cadre Holdings, Inc. March 30, 2023 Page 2 •We reference the disclosure that Adjusted EBITDA Conversion Rate is a liquidity measure. Tell us your consideration of Question 102.06 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. 2.Your presentation of adjusted EBITDA includes an adjustment for a cash-based long-term incentive plan awarded to employees. We note a similar adjustment is included in Exhibit 99.1 to your Form 8-K dated March 15, 2023. Tell us the nature of these costs and your consideration of whether these are normal, recurring, cash operating expenses necessary to operate your business. Refer to Question 100.01 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
Notes to Consolidated Financial Statements 2. Acquisitions, page 59 3.Please tell us why you did not provide the disclosures required by ASC 805-10-50-2h for entities acquired during fiscal year 2022. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Christie Wong at (202) 551-3684 or Kristin Lochhead, Senior Accountant, at (202) 551-3664 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
March 30, 2023
Warren B. Kanders
Chief Executive Officer
Cadre Holdings, Inc.
13386 International Parkway
Jacksonville, FL 32218
Re:Cadre Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 15, 2023
File No. 001-40698
Dear Warren B. Kanders:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
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
1.We note that you provide Adjusted EBITDA less capital expenditures and Adjusted
EBITDA conversion rate, which are non-GAAP measures, in this filing and in Exhibit
99.1 to your Form 8-K dated March 15, 2023.
•Please revise future filings to appropriately describe and discuss Adjusted EBITDA
less capital expenditures as a separate non-GAAP measure.
•Tell us where you provided and reconciled Adjusted EBITDA less capital
expenditures and Adjusted EBITDA conversion rate to the most directly comparable
GAAP measure. Reference Item 10(e) of Regulations S-K and Question 102.10 of
the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
FirstName LastNameWarren B. Kanders
Comapany NameCadre Holdings, Inc.
March 30, 2023 Page 2
FirstName LastName
Warren B. Kanders
Cadre Holdings, Inc.
March 30, 2023
Page 2
•We reference the disclosure that Adjusted EBITDA Conversion Rate is a liquidity
measure. Tell us your consideration of Question 102.06 of the Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
2.Your presentation of adjusted EBITDA includes an adjustment for a cash-based long-term
incentive plan awarded to employees. We note a similar adjustment is included in
Exhibit 99.1 to your Form 8-K dated March 15, 2023. Tell us the nature of these costs and
your consideration of whether these are normal, recurring, cash operating expenses
necessary to operate your business. Refer to Question 100.01 of the Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
Notes to Consolidated Financial Statements
2. Acquisitions, page 59
3.Please tell us why you did not provide the disclosures required by ASC 805-10-50-2h for
entities acquired during fiscal year 2022.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Christie Wong at (202) 551-3684 or Kristin Lochhead, Senior
Accountant, at (202) 551-3664 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services