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SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended
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Jun. 30, 2026
SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Cadre Holdings, Inc. (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 manufacturing plants within the U.S., Mexico, Canada, the United Kingdom, Germany, 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 condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP" or “U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of the Company, its wholly owned subsidiaries, and other entities consolidated as required by GAAP. Accordingly, they do not include all of the information and footnotes required by GAAP for annual audited financial statements. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and include all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. These condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s most recently completed annual consolidated financial statements. All adjustments considered necessary for a fair presentation have been included. 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, 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 condensed 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. We will cease to be an emerging growth company no later than December 31, 2026, the last day of the fiscal year in which the fifth anniversary of our initial public offering occurs. Following that date, we will no longer be entitled to rely on the reduced disclosure and other accommodations available to emerging growth companies.
Use of Estimates | Use of Estimates The preparation of these condensed 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 may 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, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also establishes the following three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability on the measurement date: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Unobservable inputs that reflect assumptions about what market participants would use in pricing assets or liabilities based on the best information available. The Company’s financial instruments consist principally of cash and cash equivalents (which consist of money market funds), restricted cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, income taxes payable and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and income taxes payable approximate their current fair value due to the relatively short-term nature of these accounts. The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2026 | ​ | December 31, 2025
​ | ​ | Carrying | ​ | Fair Value | ​ | Carrying | ​ | Fair Value
​ | ​ ​ ​ | Amount | ​ ​ ​ | ​ | Level 1 | ​ ​ ​ | ​ | Level 2 | ​ ​ ​ | ​ | Level 3 | ​ ​ ​ | Amount | ​ ​ ​ | ​ | Level 1 | ​ ​ ​ | ​ | Level 2 | ​ ​ ​ | ​ | Level 3
Assets: |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Money market funds | ​ | $ | 25,099 | ​ | $ | 25,099 | ​ | $ | — | ​ | $ | — | ​ | $ | 84,092 | ​ | $ | 84,092 | ​ | $ | — | ​ | $ | —
Derivative instruments (Note 8) | ​ | $ | 1,987 | ​ | $ | — | ​ | $ | 1,987 | ​ | $ | — | ​ | $ | 1,181 | ​ | $ | — | ​ | $ | 1,181 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative instruments (Note 8) | ​ | $ | 220 | ​ | $ | — | ​ | $ | 220 | ​ | $ | — | ​ | $ | 1,701 | ​ | $ | — | ​ | $ | 1,701 | ​ | $ | —
Contingent consideration (Note 2 and Note 10) | ​ | $ | 15,073 | ​ | $ | — | ​ | $ | — | ​ | $ | 15,073 | ​ | $ | 5,326 | ​ | $ | — | ​ | $ | — | ​ | $ | 5,326
​ There were no transfers of assets or liabilities between levels during the three months ended June 30, 2026 and 2025. There have not been material changes in the fair value of debt (Level 2), as compared to the carrying value, as of June 30, 2026 and December 31, 2025.
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash equivalents are defined as highly-liquid, short-term investments having an original maturity of three months or less. 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. Restricted cash consists of cash balances held by financial institutions as collateral for letters of credit. These balances are reclassified to cash and cash equivalents when the underlying obligation is satisfied. Restricted cash balances expected to become unrestricted during the next twelve months are recorded as current assets. As of June 30, 2026, the Company had $3,563 in outstanding letters of credit that were collateralized by restricted cash. The following table provides a reconciliation of cash and cash equivalents and restricted cash presented in our condensed consolidated balance sheets to the total cash, cash equivalents and restricted cash presented in our condensed consolidated statements of cash flows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | June 30, 2026 | ​ | December 31, 2025
Cash and cash equivalents | ​ | $ | 53,984 | ​ | $ | 122,898
Restricted cash | ​ |  | 3,685 | ​ |  | 2,429
Total cash, cash equivalents and restricted cash | ​ | $ | 57,669 | ​ | $ | 125,327
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. Sales are made on normal and customary short-term credit terms or upon delivery for point-of-sale transactions. The Company enters into contractual arrangements primarily with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company has certain long-term contracts that contain performance obligations that are satisfied over time. The Company invoices the customer once billing milestones are reached and collects under customary short-term credit terms. For long-term contracts, the Company recognizes revenue using the input method based on costs incurred, as this method is an appropriate measure of progress toward the complete satisfaction of the performance obligation. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. At the time of revenue recognition, the Company also provides for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. The Company accrues for such estimated returns and claims with an estimated accrual and associated reduction of revenue. Additionally, the Company records inventory that it expects to be returned as part of inventories, with a corresponding reduction to cost of goods sold. Charges for shipping and handling fees billed to customers are included in net sales and the corresponding shipping and handling expenses are included in cost of goods sold in the accompanying condensed 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 condensed 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 condensed consolidated statements of operations and comprehensive income. The following table sets forth the changes in the Company’s accrued warranties, which are recorded in accrued liabilities in the condensed consolidated balance sheets: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | Six Months Ended June 30,
​ | ​ ​ ​ | 2026 | ​ ​ ​ | 2025 | ​ ​ ​ | 2026 | ​ ​ ​ | 2025
Beginning accrued warranty expense | ​ | $ | 2,041 | ​ | $ | 1,694 | ​ | $ | 2,072 | ​ | $ | 1,760
Acquired accrued warranty expense | ​ | ​ | 283 | ​ | ​ | — | ​ | ​ | 283 | ​ | ​ | —
Current period claims | ​ |  | (164) | ​ |  | (10) | ​ |  | (247) | ​ |  | (84)
Provision for current period sales | ​ |  | 88 | ​ |  | 49 | ​ |  | 140 | ​ |  | 57
Ending accrued warranty expense | ​ | $ | 2,248 | ​ | $ | 1,733 | ​ | $ | 2,248 | ​ | $ | 1,733
Net Income per Share | Net Income per Share Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted income per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. The calculation of weighted average shares outstanding and net income per share are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ ​ ​ | Six months ended June 30,
​ | ​ ​ ​ | 2026 | ​ ​ ​ | 2025 | ​ ​ ​ | 2026 | ​ ​ ​ | 2025
Net income | ​ | $ | 11,407 | ​ | $ | 12,211 | ​ | $ | 13,382 | ​ | $ | 21,459
​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Weighted average shares outstanding - basic | ​ |  | 42,809,646 | ​ |  | 40,661,955 | ​ |  | 42,684,595 | ​ |  | 40,640,433
Effect of dilutive securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stock-based awards | ​ | ​ | 581,542 | ​ | ​ | 279,835 | ​ | ​ | 697,274 | ​ | ​ | 319,592
Weighted average shares outstanding - diluted | ​ |  | 43,391,188 | ​ |  | 40,941,790 | ​ |  | 43,381,869 | ​ |  | 40,960,025
Net income per share: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Basic | ​ | $ | 0.27 | ​ | $ | 0.30 | ​ | $ | 0.31 | ​ | $ | 0.53
Diluted | ​ | $ | 0.26 | ​ | $ | 0.30 | ​ | $ | 0.31 | ​ | $ | 0.52
​ For the three months ended June 30, 2026 and 2025, equity awards of 1,265,156 and 840,215, respectively, and for the six months ended June 30, 2026 and 2025, equity awards of 1,087,098 and 709,694, respectively, were outstanding and anti-dilutive and therefore not included in the calculation of net income per share for these periods.
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220) – Disaggregation of Income Statement Expenses, to improve financial reporting by requiring disclosures in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements are able to be applied prospectively with the option for retrospective application. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

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