Brivo Financial & Market Positioning
Disclaimer (cont'd.)
Financial Information
This presentation contains projected financial information or forecasts with respect to Brivo. Such projected financial information and forecasts constitute forward-looking statements and are included for illustrative purposes only and should not be relied upon as necessarily being indicative of
future results. The assumptions and estimates underlying such projected financial information and forecasts are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ
materially from those contained in the projected financial information and forecasts. See the "Forward-Looking Statements" paragraph above. Actual results may differ materially from the results contemplated by the projected financial information and forecasts contained in this presentation,
and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projected financial information and forecasts will be achieved.
The projected financial information and forecasts were initially prepared in June 2021 and were updated by Brivo on August 28, 2021. Brivo does not warrant the accuracy, reliability, appropriateness or completeness of the projections to anyone. Neither Brivo's management nor any of its
representatives has made or makes any representation to any person regarding the ultimate performance of Brivo after the Business Combination compared to the information contained in the projections, and Brivo does not intend to or undertakes any obligation to update or otherwise revise
the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, the projections should not be looked upon as "guidance" of any
sort. Brivo will not refer back to these projections in its future periodic reports filed under Exchange Act of 1934. You can find more information about Brivo's projected financial information and forecasts in Crown's preliminary proxy statement/prospectus related the proposed Business
Combination dated April 19, 2022, under the heading "Business Combination Proposal - Certain Brivo Projected Financial Information."
In preparing and making the forward-looking statements contained in this presentation, Brivo has made a number of economic, market, and operational assumptions. Notably, statements regarding the Company's future financial performance and related financial projections are, without
limitation, subject to material assumptions regarding the Company's ability to economically manufacture and distribute its products at scale and meet its customers' business needs and the Company's ability to successfully execute its growth strategy. The Company cautions that its
assumptions may not materialize and that current economic conditions render such assumptions, although believed to be reasonable at the time they were made, subject to greater uncertainty. In addition, without limiting the generality of the foregoing, no audit or review has been undertaken
by an independent third party of the financial assumptions, data, results, calculations and forecasts contained, presented or referred to in this presentation. You should conduct your own independent investigation and assessment as to the validity of the information contained in this
presentation and the economic, financial, regulatory, legal, taxation, stamp duty and accounting implications of that information.
All amounts in this presentation are presented in U.S. dollars.
Non-GAAP Financial Measures
Certain of the financial measures included in this presentation, including, but not limited to, Adjusted EBITDA and Free Cash Flow, have not been prepared in accordance with U.S. GAAP and constitute "non-GAAP financial measures" as defined by the rules of the SEC. Crown and Brivo have.
included these non-GAAP financial measures because they believe such measures provide an additional tool for prospective investors to use in evaluating the financial performance and prospects of Brivo or any successor entity of the Business Combination. These non-GAAP financial
measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with U.S. GAAP. In addition, these non-GAAP financial measures do not have any standardized meaning and may differ from non-GAAP financial measures with
comparable names used by other companies. See slide No. 31 of this presentation for reconciliation. Using any such financial measures to analyze Brivo's business may have material limitations because such calculations are based on the subjective determination of management regarding
the nature and classification of events and circumstances that investors may find significant. Because of these limitations, you should consider these non-GAAP financial measures alongside other financial performance measures, including financial measures determined in accordance with
GAAP.
Intellectual Property
This presentation contains trademarks, service marks, trade names, copyrights, and products of the Company and other companies, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names, copyrights, or products in this
presentation s not intended to, and does not, imply a relationship with Crown or the Company, or an endorsement of or sponsorship by Crown or the Company. Solely for convenience, the trademarks, service marks, and trade names referred to in this presentation may appear without the Ⓡ,
TM or SM symbols, but such references are not intended to indicate, in any way, that Crown or the Company will not assert, to the fullest extent permitted under applicable law, their rights or the right of the applicable licensor in such trademarks, service marks and trade names.
Industry and Market Data
This presentation relies on and refers to certain information and statistics based on estimates by Brivo's management and/or obtained from third party sources which the Company believes to be reliable. Neither Crown nor Brivo has independently verified the accuracy or completeness of any
such third party information, which involves elements of subjective judgment and analysis that may or may not prove to be accurate. None of Crown, the Company, their respective affiliates, the Placement Agent or any third parties that provide information to Crown, the Company, or their
respective affiliates, such as market research firms, guarantees the accuracy, completeness, timeliness, or availability of any information. None of Crown, the Company, their respective affiliates, the Placement Agent, or any third parties that provide information to Crown, the Company, and
their respective affiliates, such as market research firms, is responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Crown and the Company may have supplemented such information where necessary,
taking into account publicly available information about other industry participants and the Company's management's best view as to information that is not publicly available.
None of Crown, the Company, their respective affiliates, or the Placement Agent gives any express or implied warranties with respect to the information included herein, including, but not limited to, any warranties regarding its accuracy or of merchantability or fitness for a particular purpose or
use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special, or consequential damages, costs, expenses, legal fees, or losses (including lost income or profits and opportunity costs) in connection with the use of the
information herein.
Changes and Additional Information in Connection with SEC Filing
The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. In addition, the information in this presentation has not been reviewed by the SEC, and certain information, such as the non-GAAP financial
measures referenced above, may not comply in certain respects with SEC rules. As a result, the information in the registration statement or proxy statement that Crown intends to file if the Business Combination proceeds may differ from this presentation in order to comply with SEC rules.
Such registration statement or proxy statement, and any other documents prepared or filed with the SEC with such registration statement or proxy statement, may include substantial additional information about Brivo and its business that is not contained in this presentation. Once filed, the
information regarding Brivo and its business contained in such registration statement or proxy statement, and any other documents prepared or filed with the SEC with such registration or proxy statement, will update and supersede the information included in this presentation.
By accepting this presentation, the recipient will be deemed to have acknowledged and agreed to the foregoing.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
The proposed business combination will be submitted to shareholders of Crown for their consideration. Crown filed a registration statement on Form S-4 (the "Registration Statement") with the SEC which includes a preliminary proxy statement and will include, when available, a definitive proxy
statement to be distributed to Crown's shareholders in connection with Crown's solicitation for proxies for the vote by Crown's shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to
the offer of the securities to be issued to Brivo's shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been declared effective, Crown will mail a definitive proxy statement and other relevant documents to its shareholders
as of the record date established for voting on the proposed business combination. Crown's shareholders and other interested persons are advised to read the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement /
prospectus, in connection with Crown's solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about Crown, Brivo and the proposed business
combination. Shareholders may also obtain a copy of the preliminary proxy statement or, once available, the definitive proxy statement as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by Crown, without
charge, at the SEC's website located at www.sec.gov or by directing a request to 667 Madison Avenue, 12th Floor, New York, NY 10065, attention: Nikki Sacks
PARTICIPANTS IN SOLICITATION
Crown, the Company and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of stockholders in connection with the proposed Business Combination. Crown stockholders and other interested persons may obtain, without charge, more
detailed information regarding the directors, managers and officers of Crown in Crown's Annual Report on Form 10-K for the year ended December 31, 2021, dated April 12, 2022. Additional information will be available in the definitive proxy statement included in the Registration Statement
when it becomes available.
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