SecProbe.io

CORRESP
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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

  Re:
  Cadre Holdings, Inc. (the “Company”)

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

  Filed March 15, 2023

  File No. 001-40698

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

 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.

    The Company acknowledges the Staff’s
comment, and respectfully advises the Staff that the Company will undertake to 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, appropriate descriptions
and discussions of Adjusted EBITDA less capital expenditures as a separate non-GAAP measure.

    Securities and Exchange Commission
 April 12, 2023
 Page 2

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.

 • 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.

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.

 • 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.

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.

    Securities and Exchange Commission
 April 12, 2023
 Page 3

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.

 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.

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

 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.

    Securities and Exchange Commission
 April 12, 2023
 Page 4

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:

 · Radar and Cyalume contributed net sales of 2% and 4%, respectively, to consolidated
fiscal year 2022 net sales. As such, we concluded these amounts to be quantitatively immaterial. From a qualitative perspective, the omission
of Radar and Cyalume pro forma net sales in consolidated fiscal years 2022 and 2021 results did not mask a change in trend.

 · Radar and Cyalume contributed income before taxes of 6% and 0.2%, respectively,
to consolidated fiscal year 2022 income before taxes. While we believe these amounts to be quantitatively immaterial before normalization,
the impact is further reduced when we eliminate a non-recurring material transaction from fiscal year 2022 income before taxes, specifically
stock compensation expense of $28.6 million related to the 2021 Phantom Restricted Share Plan. Removing this one-time expense from fiscal
year 2022 income before taxes results in contributions of 1% and 0.1% from Radar and Cyalume, respectively. As such, we concluded the
income before taxes contributed by Radar and Cyalume to be quantitatively immaterial. From a qualitative perspective, the omission of
Radar and Cyalume pro forma income before taxes in consolidated fiscal years 2022 and 2021 results did not mask a change in trend, nor
did it change a loss into income or vice versa.

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.

    Securities and Exchange Commission
 April 12, 2023
 Page 5

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.

  Very truly yours,

  /s/ Blaine Browers

  Blaine Browers

  Chief Financial Officer

    cc:

    Warren B. Kanders, Cadre Holdings, Inc.

    Robert L. Lawrence, Kane Kessler, P.C.

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:

    Year Ended December 31,

    (in thousands)

    2022

    2021

    Net income

    $
     5,820

    $
     12,661

    Add back:

    Depreciation and amortization

     15,651

     13,718

    Interest expense

     6,206

     16,425

    Provision for income taxes

     3,553

     6,531

    EBITDA

    $
     31,230

    $
     49,335

    Add back:

    Restructuring and transaction costs(1)

     5,355

     3,430

    Other general income(2)

     (159)

     —

    Loss on extinguishment of debt(3)

     —

     15,155

    Other expense, net(4)

     1,137

     947

    Stock-based compensation expense(5)

     32,239

     355

    Stock-based compensation payroll tax expense(6)

     305

     —

    LTIP bonus(7)

     1,369

     2,162

    Amortization of inventory step-up(8)

     4,255

     —

    Adjusted EBITDA

    $
     75,731

    $
     71,384

    Less: Capital expenditures

     (4,666)

     (3,029)

    Adjusted EBITDA less capital expenditures

    $
     71,065

    $
     68,355

    Adjusted EBITDA conversion rate

     94
    %

     96
    %

 (1) Reflects the “Restructuring and transaction costs” line item on our consolidated statement
of operations, which primarily includes transaction costs composed of legal and consulting fees, and $1.0
million paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, 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) Reflects the “Other general income” line item on our consolidated statement of operations and includes a gain from a long-lived
asset sale.

 (3) Reflects losses incurred in connection with the August 2021 debt refinancing.

 (4) Reflects the “Other expense, net” line item on our co