Cadre Holdings IPO Presentation Deck
DISCLAIMER
important Notices
This presentation the presentation is a communication made pumunt to Section 540) and/or Rule 103 of the securmes Act of 1933, as amended, and is ended
Holdings, and determining whether such kvestors might have an interest in a secunties offering completed by Cadre Heldings Any such offering of securities
will only be made by means of a registration statement (including a spects Find with the U.S. Securities and Exchange Commission (the "SEC), ofter such
registration statement becomes affective. No such registration statement has been publicly filed, or become effective, os of the date of this communication. This
presentation shall not constitute an offer to sell or the solicitation of an offer to thy these securities, nor shall there be any saw of these securities in any state of
jusion in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction
about Cadre Hadings confideranduding the fact that this presentation is taking place. We are not a
onders from you or promise to alocate any wheres to you in the proposed offering or otherwise
By riceving this presentation, you agree ili tu sep the fact that this presentation has take place and anything you hear/heard of lean/lemed during the
Uniesxpely indicated or the context roques otherwise, the terme Cadre Holding" "Company
Inc. a Delaware corporation, and its consolidated subsidiaries
and "our" in this prospectus refer to Cadre Holding
No Representations and Warranties
Naantation, warranty or undertaking express or implied, emade or given as to the accuracy or completeness of the information or apniona contained in the
presentation by Cad Holdings or any of s dredtars, members, employees or amates or any other person and no responsibility or tablity is used or accepted by
any of its affiones has independently verified the information contained in this presentation Accordingly, no representation, woranty or undertaking opics of
implied, is made and no responsibility or lotility is accepted by Cedre Holdings or any of its affiliates as to the accuracy or completeness of the informacion contained or
incorporated in this presentation
Projected Financial Information
The presentation may contain pected an information with respect to Cadre Holdings Such projects and information toutes and
nations, and is for strative purposes only and should not be led upon is necessarily being indicative of future results. The assumptions and estimates
underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economie, competitive and other
and uncertainties See Forward-Looking Statemers bens Actuet results may differ materially from the resuts contemplated by the financial forecast information
contained in the presentation, and the inclusion of such information in this presentacion should not be regarded as a representation by any person that the s
reflected much forecasts will be achieved
Non-GAAP Financial Measuroo
The presentation includes certain aditional key performance for which are considered GAAP trencal memes including, but not be to, mannings
before intarest, taxes other income depreciation and amortization (EBITOA de EBITDA, usted EBITOA mergin, adjusted EBITDA conversion and adjusted
EDITDA conversion rate Cadre Holdings believes these non-GAAP measures of financial results provide useful information to management and investors regarding
partain finance and buainess trends stating to cadre Hung tinancial condition and out of apwasons. Cadre Hodingsmanigurant as those non GAAP
measures for bond analysis, foc purposes of dating management incentive compensation, and for buitoring and planning purposes. Cadre Holdings bejevs
comparing Cadre Holding financial measures with other similar componics, many of which present sear noe GAAP financial measures to investors Management of
Cadre Hidings does not consider these non GAAP measures insulation or as an alternative to financial measures determineden secordonce with GAAP. The prince
lantation of the non-GAAP financial measures is that they excude significant expenses and incone that we required by GAAP to be recorded in Cat Holding
financial statements. In addition, they are subject to inherent imitations as they refect the exercise of judgments by management about which expense and income
are excluded or included in determining the nan GAAP Sancal measures. In order to compensate for the nations, management protets non GAAP financial
measures in connection with GAAP results Definitions and reconciations of those non GAAP financial measures to the nearest GMP mesures can be found on side
30 of this docuit, You should reste Cadre Hodings waited financial statements, which will be presented in Care Holdings registration statement including
prospectus to be find with the SEC, and not rely on any single financial reasure to evaluate Code Holdings husiness
The financial data for the 12 month ended June 30, 2021, or LTM 6/30/2001. Nav boon derved by adding the financul dats for the your ended December 31, 2000
and for the six months ended June 30, 2021 and deducting such financial data for the sixth ended June 30, 2020
CADRE
HOLDINGS
Forward Looking Statements
This presentation includes Torwand looking statements within the meaning of the safe harbor provisions of the United States Private Securities ingation Neform Act
and other similar expresses that predator indicate future events or trends or that are not statements of historical matters. These states are based in the Codre
Holdings expectations, intentions and projections regarding to future performance, anticipated events or trends and other matters that are not historical facts,
including but not limited to expectations regarding future financial performance and other performance metrics, market opportunities future acquisition opportunities.
the growth prospects of Cadre Hinings. These statements are based on various assumptions, whether or not idenhed in this document, and on the current
expectations of Cadre Holding management and are not predictions of actant performance. These forwardinoning statements are provided for ustiative purposes
only and are not intended to serve as and must not be reted on by any investor as a guarantee an assurance, a prediction or a definitive statement of factor
probability, Actual events and crcumstances are diffeult or possible to prodiet and will offer to assumptions. Many actual events and cumstances are buyand
the control of Cate Holdings Some important factors that could cause actuel resuits to offer materially from those in any forwant-looking statements out include
among other things changes in domestic and foreign business merket, finecial, pelscal and legal condelons. These forward-looking statements are subject to a
mumber of raks and uncertainties, including, but not limited to the availability of capital to satisfy out working capital requirements anticpoted trends and challenges
in our business and the markets in which we operate our ability to anale manet reeds or develop new ar enhanced products to meet the needs, aur
pectations mogeing market acceptance of our products; the succes of competing products by others that are or become aviable in the macet in which we sa
damaging events and/or putatic poroption changes in political, economic or regulatory conditions generally and in the markets in which we operade our abtry to
mertul or broodon our business relationships and develog new retacionships with strategic alliances, suppliers, mustomers, debutors or otherwise our oblity to
tain and attract senior management and other key employees; our abity to quickly and effectively respond to new technological developments: the affect of the
COVID-19 pandemic on the Company's business the possibility that the Company may be advery affected by other econamic, business, and/or competitive factors
the ability of our information technology systams ar information security system so sperate effectively, including as a result of moty braach, viruts, hackers
mawan, natural disastim, vendar business interruptions or other sour aty to property maintain proiect, pair or upgrade our information technology
proprietary rights operate without infringing upon the proprietary rights of others and prevent others from infringing on the peoprietary rights of the Company and ther
rake and uncertainties set forth in the sectien anted Tish Foctors in the registration statement to be filed with the SCC by the Company
it any of these es maneate or our assumptions prove incorrect actual uts cous other munerary from the results impried by these forward-looking statements
There may be aknal risks that Cadre Holdings does not presently knew or that Cadre Holdings currently believes are immaterial that could also cause actual mus
to dine from thot sprtored in the forward-looking statements. In adddon, forward-looking statements refest Cadre Holdings expectations plans or forecasts of
fue events and views as of the site of this presentation Core Holdings peticipates that subsequent events and development will cause Care Holdings
assessment to change. However, while Cadre Holdings mas elect to update these forward-looking statemems at some point in the future Cadre Holdings specifically
disclaims wy obigation to do so. These forward-looking statements should not be relied upon as representing Cadre Holdings assessment as of any date suteque
to the date of this document. Accordingly, undue reliance should not be placed upon the forward-lookung tanaments
Important information for Investors
nection with the offering of secoties Cache Holdings experts that arestation statement (including a prop of Cedre Holdings will be Bed with the sec
You shou ve Cadre Holding audied financial statements, which will be presented in Cadre ding ratu statoren eing a prospectus to be lied
with the SEC, and not rely on any single financial measure to evaluate Cadre Hordings business.
This presentation is not a substitute for the registration statement or for any other document that Calw Holdings inay file with the SEC. INVESTORS ARE URGED TO
READ THE REGISTRATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAN IMPORTANT INFORMATION Intions may obtain fe coom of the registration utdemont (when available) and other documents fod with the
SEC by Cade Holdings through the webste maintained by the SEC at http://www.sec.g
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEHEIN ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
Trademarks
This document contains trademarks and sento marks of Cadre heldings and of third parties. All trademarks and service marks appearing in this document are the
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