LEADING SECURITY SOLUTIONS COMPANIES POSITION THEMSELVES FOR LONG-TERM GROWTH - SECURITY SOLUTIONS INDUSTRY | DECEMBER 2020
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LEADING SECURITY SOLUTIONS COMPANIES POSITION THEMSELVES FOR LONG-TERM GROWTH SECURITY SOLUTIONS INDUSTRY | DECEMBER 2020 3
Security Solutions Leading Companies Position Themselves for Long-term Growth TABLE OF CONTENTS M&A OUTLOOK M&A Outlook Merger and acquisition (M&A) volume across the broader economy experienced a significant rebound in Q3, rising 28.1% quarter-over-quarter, Trends & Drivers indicative of a recovering deal environment. Despite a positive recovery in Q3 M&A Overview activity, near-term challenges remain with concerns about a resurgence in Notable Transactions COVID-19 infections. However, robust vaccine efficacy rates and the seasonality of the virus have driven estimates that indicate herd immunity Select Transactions occurring in the second half of 2021, according to McKinsey.1 As vaccine and Public Company Highlights political uncertainties ease, Capstone Headwaters believes 2021 will yield a Public Company Data window of opportunity for sellers, as private equity buyers remain flush with capital and strategic buyers become less concerned with their own liquidity. Report Contributors Firm Track Record The Security Solutions industry has displayed defensibility in Residential markets, while experiencing softness in Commercial applications as enterprises delayed new security projects in Q2. However, commercial activity modestly rebounded in Q3. In addition, emphasis on public and employee safety, accelerated by the pandemic, has promoted demand for advanced systems that allow real-time visibility across facilities. “Smart” technologies have advanced security applications as end users demand automated, real-time surveillance and access control. As a result, leading players have continued to invest organically and inorganically to capitalize on long-term growth trends. CONTACTS Resilience in the industry has been manifested within each segment, rebounding and within 20% of their 52-week high EBITDA multiples. As Todd McMahon demand pressures ease, the industry is poised to continue its upward Head of Investment Banking trajectory. As of November 10th, the Diversified IT Services & Integration 617-619-3334 (+91.6%), Access Control (+49.5%), Alarm Monitoring (+33.1%), and Video tmcmahon@capstoneheadwaters.com Surveillance (+16.4%) segments have seen robust growth from March lows. Public Company EBITDA Mutliples Tom McConnell Alarm Monitoring Diversified IT Services & Integration Managing Director S&P 500 Video Surveillance 303-951-7125 Access Control tmcconnell@capstoneheadwaters.com 20x March 11: World Health Organization declares 16x COVID-19 a pandemic EV/EBITDA 12x 8x 4x 0x 11/19 01/20 03/20 05/20 07/20 09/20 11/20 Indexes includes: ASCN, BEAT, BNFT, CSLT, CERN, CHNG, EVH, HSTM, INOV, MDRX, OMCL, ONEM, PINC, TDOC, VCRA, IQV Source: Capital IQ and Capstone Research 2
Security Solutions | December 2020 TRENDS & DRIVERS COVID-19 Impacts: The virus has significantly disrupted Notably, ADT has released its Blue smart security devices, commercial security demand, as enterprises delayed catering toward residential DIY customers. In addition, projects to eliminate new costs and preserve capital. ADT entered into a long-term commercial agreement with However, ADT (NYSE:ADT) is beginning to see an uptick in Google (Nasdaq:GOOG), highlighted on page eight, to commercial sales which have experienced a modest create next generation smart home products and sequential increase compared to Q2, according to its solutions. The partnership highlights traditional service recent earnings call.2 Meanwhile, residential installers, providers advancing investment into the smart home and service, and equipment providers have outperformed remote access and monitoring space. peers, especially for those with service and monitoring contracts that generate defensible recurring monthly Video Analytics Projected Market Growth revenue (RMR). Lockdown measures and social distancing guidance have forced a significant increase in time spent at home. As a result, many residential users $11.7 billion have placed heightened emphasis on home security systems, evidenced by Allegion’s (NYSE:ALLE) double digit $4.9 billion growth in its Residential segment in Q3.3 IP Video Surveillance and VSaaS Market: With recent advancements in internet protocol (IP) video surveillance and video surveillance-as-a-service (VSaaS), which is projected to grow at a 16% compound annual growth 2020 2025 rate to reach $4.7 billion by 2025 (Market and Markets),4 Source: Market and Markets end users can effectively survey facilities much more efficiently while benefiting from a reduction in human Video Analytics: The Video Analytics market is projected capital security costs. Trends in surveillance systems have to reach $4.9 billion in 2020, with a growth rate of 19% to shifted from proprietary, higher cost systems to IP based reach $11.7 billion by 2025, according to Market and systems, which utilize common protocols to transfer data, Markets.5 Historically, video surveillance has been human providing scalability and flexibility to existing networks in capital intensive, and heavily inefficient, with less than 1% addition to increasing storage capacity via cloud- of all video surveillance footage viewed, according to utilization. The convergence of operational technology ELERTS.6 As security systems across Transportation, (OT) and information technology (IT) has led to an Public Safety, as well as new contract tracing systems emergence of IP security access control and surveillance permeate our cities and facilities, demand for analytics equipment, providing new opportunities for technology- platforms as well as equipment that supports their use is focused security operators. As demand for security mission critical to support real-time threat detection. analytics presents new smart platforms and equipment, Notably, Motorola has utilized M&A to bolster its IP service providers must invest, organically and surveillance and video management offerings, acquiring inorganically, to fulfill the shifted demand landscape. three companies in 2020 (highlighted on page five). Shifting Trends in IP Surveillance Systems Analog Surveillance Video Surveillance IP Surveillance Analog surveillance has certain After analog surveillance, digital era To eliminate these disadvantages, software disadvantages such as higher produced some advantages that reduce designers used Internet Protocol as a complexity in cabling, limited number system complexity with the help of fiber platform to transfer data. Use of IP delivers of network devices, and high optic cable. Still the video surveillance the scalability and flexibility to existing installation and operational costs. system is not scalable/flexible, and the networks. Additionally, the use of cloud- cost of installation of the system is high. based solutions increases storage capacity. Source: Capstone Research 3
Security Solutions | December 2020 M&A OVERVIEW Merger and acquisition (M&A) activity through year-to- Strategic buyers have accounted for 63.4% of total date (YTD) has trailed 2019 levels by ~30%, driven by transaction volume. Capstone’s conversations with decreased deal activity in Q2. In Q1, there were 37 deals leading strategics have indicated that many major players in the Security Solutions industry, modestly lower than are opportunistically looking to pursue acquisitions as the historic Q1 levels while Q2 activity fell substantially with essential industry has maintained relatively steady cash only 18 deals. As the pandemic swept across the globe, flow and liquidity positions. However, many private strategic and private equity buyers focused on internal risk business owners considering a sale of their companies are mitigation strategies to assess operational and liquidity placing those plans on hold until financial performance concerns. In addition, sellers have largely delayed exits as recovers and valuation expectations better align with owners assess valuation impacts and look for enhanced strategic or financial buyers. Notably, ADT (NYSE:ADT) visibility into capital markets. However, transaction activity has indicated it continues to seek acquisitions in the rebounded in Q3, rising 67% quarter-over-quarter as Commercial market. With a historic playbook of tuck-in buyers selectively seek quality assets that have displayed acquisitions, amounting to 10 deals since 2018, the defensibility through the COVID-19 downturn. company has only completed two deals in 2020 – both occurring pre-COVID. However, many strategics have Private equity (PE) buyers accounted for 36.6% of completed deals in the post-COVID environment, seeking transaction volume, consistent with levels seen in 2019. to bolster its security technology to augment existing Notably, add-on activity composed 26.0% of deal volume equipment offerings and further align with long-term while platform investments accounted for 10.6%. The industry trends. Notably, Johnson Controls acquired flight toward add-on activity, as opposed to large buyouts, home security and control systems provider Qolsys, has been driven by scarcity of debt availability, as leverage reflecting the heightened demand for ease of integration levels declined 0.25x to 1.25x while pricing increased ~75 remote home surveillance and access control. In addition, to 125 basis point increases, according to Capstone Motorola (NYSE:MSI) has bolstered its security offerings Headwaters' Debt Advisory Group. The challenging, albeit with acquisitions in August of Callyo, a mobile technology improving, lending environment has forced PE buyers to for law enforcement body cameras, and Pelco ($110 put platform investments on hold in favor of smaller, million), a manufacturer of professional video surveillance strategic tuck ins to stimulate growth in existing platform and security system products and technologies investments. However, as leverage and pricing dynamics (highlighted on next page). continue to recover, PE buyers are likely to return to buyout activity, supported by the war chest of deployable As the market stabilizes and projected performance capital amounting to $1.2 trillion in 2019 (Pitchbook).7 becomes more visible, Capstone expects a robust rebound in M&A activity within the Security Solutions market. Annual Transaction Volume Year-To-Date Buyer Breakdown 250 200 182 STRATEGIC 26.0% Number of Transactions 143 149 Private 135 40.3% 150 126 Public 101 104 FINANCIAL 100 86 10.6% Platform Add-on 50 23.1% 0 2014 2015 2016 2017 2018 2019 YTD YTD 2019 2020 Note: Year-to-date ended November 10 Source: Capital IQ, PitchBook, FactSet, and Capstone Research 4
Security Solutions | December 2020 NOTABLE TRANSACTIONS Several notable transactions have been announced or completed in the industry in 2020. Select transactions are outlined below, followed by a more comprehensive list on the following pages. Motorola Acquires Three Security Companies in 2020 Callyo 2009 Corp. (August, Undisclosed) – a provider of cloud-based software-as-a-service applications serving thousands of public safety customers across North America, was acquired by Acquires Motorola in August for an undisclosed sum.8 Callyo serves law enforcement customers, providing two application suites: 10-21, an application which simplifies communication between first responders and citizens, and Callyo, which offers investigative tools to enhance digital evidence collection processes. The deal strengthens Motorola’s existing command center software suite, adding a leading critical mobile technology that enables seamless information flow from the field to the command center. Pelco, Inc. (August, $110 Million) – a global provider of end-to-end video security solutions, has been acquired by Motorola for $110 million in August.9 The company was sold by Transom Capital Group, who acquired the business in March 2019 from Schneider Electric (ENXTPA:SU). Pelco designs, develops, and distributes IP video security cameras and video management system software. Its end- to-end solutions include a video management platform, VideoXpert, as well as physical security cameras such as fixed, pan tilt and zoom, panoramic, explosion-proof, thermal, and fortified equipment. The company also provides field services, remote services, and training solutions. In recent years, Motorola has expanded and enhanced its video surveillance offerings, with the acquisitions of Avigilon in April 2018 and WatchGuard in July 2019. The acquisition of Pelco further expands its offerings, bolstering next-generation security solutions which continue to serve a critical role in enabling safer cities and securing enterprises. Motorola plans to enhance Pelco’s product portfolio, leveraging Motorola’s industry leading video hardware and analytics technology. IndigoVision (June, Undisclosed) – a provider of end-to-end video security solutions, has been acquired by Motorola in June for undisclosed terms. Based in Edinburgh, Scotland, IndigoVision offers cameras, video management software, encoders, and storage devices. The deal showcases Motorola’s continued growth and investment in next generation video security offerings. IndigoVision’s product suite will complement Motorola’s existing video portfolio of fixed cameras, in-car and body-worn cameras, and advanced analytics and software. “We share IndigoVision’s commitment to providing end-to-end video security solutions that enhance safety, security and efficiency. IndigoVision’s end-to- end offering, global presence and customer base will complement our existing and growing presence in video security and analytics,” commented John Kedzierski, Senior Vice President of Motorola’s Video Security and Analytics division, in a press release.10 ACRE, LLC Acquires Razberi Technologies, Inc. (November, Undisclosed) ACRE, backed by Security industry-focused private equity firm Egis Capital, has acquired Razberi Technologies in November for an undisclosed sum.11 The deal marks ACRE’s third transaction since 2018, following the acquisitions of RS2 (May 2019, undisclosed) and Open Options (December 2018, undisclosed). ACRE provides state-of-the-art security systems including access control on-premises and cloud-based, intrusion detection, and communications network solutions. Razberi will join ComNet, a Acquires subsidiary of ACRE. Founded in 2011, Razberi produces a portfolio of enterprise security solutions such as intelligent video surveillance server appliances, automated cybersecurity software, and video health monitoring software. Its product suite integrates with leading third-party video management software as well as IP cameras to enable enterprises to securely manage physical and network security equipment. Razberi complements ACRE’s existing offerings across its video and access control brands. 5
Security Solutions | December 2020 SELECT TRANSACTIONS Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA Provides industry leading security orchestration, 11/05/20 StratoZen ConnectWise CF CF CF automation, and response platform. Razberi Manufactures network video solutions for professional 11/05/20 ACRE, LLC - - - Technologies, Inc. video surveillance and security applications. AE Industrial Provides customized software solutions and security 11/04/20 Linkware/PRE and travel consulting services. - - - Partners A&D Fire The Hiller 11/02/20 Offers fire protection services. - - - Sprinklers Companies Safe Environmental 10/21/20 Allied Universal Provides private security services. - - - Business Solutions Assets of White’s 10/20/20 Garrett Electronics Produces security metal detectors. - - - Electronics Martin Security Per Mar Security Offers home security, business security, alarm systems, 10/14/20 and fire alarm services. - - - Systems and Research Pye-Barker Fire Provides inspection and testing services for fire alarm, 10/09/20 Mitec Controls - - - & Safety access control, and video monitoring systems. FrontPoint Security 10/08/20 Twin Point Capital Offers do-it-yourself home security systems. - - - Solutions 10/06/20 Connectivity Point Distributes and installs integrated security solutions. - - - Danetech Design & Installation Platinum Protection AEGIS Security & 10/02/20 Offers physical security and investigative solutions. - - - Group Investigations Assets of Comprises the electronic security businesses in 09/28/20 Securitas Germany, Portugal, Switzerland, Singapore, and India. $64.0 0.8x - STANLEY Skynet Minuteman Security Offers security products and services for access 09/17/20 control, video surveillance, and alarm systems. - - - Integrations Technologies SecureWorks 09/09/20 Delve Laboratories Develops internet of things (IoT) security solutions. $15.5 - - (Nasdaq:SCWX) Motorola Solutions Provides mobile technology tools for law enforcement 08/31/20 Callyo 2009 - - - (NYSE:MSI) agencies, such as body camera applications. Offers customized security and IT infrastructure 08/31/20 Service Works Allied Universal integrator services in northeast Tri-state area. - - - Advanced Fire; Provides commercial fire and life safety consultancy 08/27/20 Certasite - - - Approved Fire services and installs fire alarm systems. Price’s Alarm TELUS Offers security alarm systems and monitoring services 08/27/20 for commercial and residential clients. - - - Systems (TSX:T) Johnson Controls Provides home security and control systems 08/04/20 Qolsys including life safety systems and remote cameras. - - - (NYSE:JCI) Motorola Solutions Comprises Schneider Electric’s professional video 08/03/20 Pelco $110.0 0.7x - (NYSE:MSI) surveillance and security system manufacturing division. Phoenix Systems 07/20/20 Allied Universal Provides full-service security systems integration. - - - & Service Arena Offers security and automation solutions for residential 07/10/20 Vio Security - - - Investors and commercial applications. Access Control Brixey & Meyer Distributes residential and commercial access control 07/09/20 systems and provides integration services. - - - Systems Capital Note: CF = confidential; highlighted deals are Capstone’s transactions Source: Capital IQ, PitchBook, FactSet, and Capstone Research 6
Security Solutions | December 2020 SELECT TRANSACTIONS Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA Provides security integration to Education, Government, 06/30/20 Advantech Cook & Boardman - - - Commercial, and Healthcare markets. Internal Security Patrol Protect Engages in premium on-site security services serving 05/31/20 - - - Associates Secure public sector clients. Provides security and staffing services for airports, 05/23/20 G2 Secure Staff Tenex Capital sports events, and other events. - - - Approved Safety 05/22/20 CertaSite Offers security system services. - - - and Security Revolutionary 04/07/20 Accenture Provides cyber security solutions for IT and OT systems. CF CF CF Security Midwest Alarm Offers security solutions including fire alarms and 04/03/20 GT Fire & Security access controls for residential and commercial clients. - - - Services Fulcrum Fujitsu Frontech Manufactures and integrates biometric identification 04/02/20 - - - Biometrics North America systems and devices for commercial, civil, and military. Develops a remote access control application that 03/23/20 Doorport PointCentral connects to your residential intercom. - - - Alarme Télénet Offers security and alarm products and services 03/16/20 to residential, commercial, and industrial sectors. - - - Tecno-Kébec Communications Provides data security solutions for IoT devices in 03/11/20 CENTRI Technology AgilePQ - - - Healthcare, Industrial, Residential, and Utilities markets. High Rise Fire Engages in the installation, service, and 03/06/20 Scutum Group maintenance of fire alarm and life safety systems. - - - and Security Minuteman Security Designs, installs, and maintains security, life safety, 03/02/20 Norris and communications systems. - - - Technologies The Stephens Distributes leading access control and building 02/24/20 Kele automation solutions. - - - Group A+ Technology & Biztek Offers access control, mass notification, IP cameras, 02/10/20 visitor management, and training solutions. $4,500.0 0.5x 9.9x Security Solutions Connection Forescout Advent Provides network security products including IoT device 02/06/20 ~$1,786.0 5.3x - Technologies International security monitoring. Offers commercial fire alarm detection, installation, 02/05/20 Alliant Integrators ADT inspection, and maintenance services. - - - L3 Security & 02/04/20 Leidos Manufactures security detection systems. $1,000.0 2.0x - Detection DrawDown Develops security solutions for concealed weapons 01/28/20 Liberty Defense detection in high volume foot traffic areas. - - - Detection Doyle Security Provides video surveillance, managed access 01/27/20 Titan Security control and biometrics, and monitored detection. - - - Systems Develops cloud-based access control systems 01/09/20 Sequr Genea that integrate into existing hardware systems. - - - 01/07/20 NextGenID Zeva Manufactures biometric access control systems. - - - Provides residential security services, doing business 01/06/20 Defenders ADT as Protect Your Home. $381.3 - - Insight Partners; Develops IoT security solutions that detect activity and 01/06/20 Armis $1,100.0 - - CapitalG threats on devices and networks. Note: CF = confidential; highlighted deals are Capstone’s transactions Source: Capital IQ, PitchBook, FactSet, and Capstone Research 7
Security Solutions | December 2020 PUBLIC COMPANY HIGHLIGHTS Q3 Performance Highlights: • Total revenue fell to $1,299 million in Q3 2020, compared to $1,301 million in Q3 2019 • Net loss of $113 million compared to $182 million in Q3 2019 • Adjusted EBITDA modestly increased quarter-over-quarter to reach $564 (NYSE:ADT) million, while declining YOY from $624 million Trading Data (11/10/2020): • Trailing twelve-month gross customer revenue attrition of 12.9% beat expectations, compared to 13.1% in Q2 and 13.5% in Q3 2019 Stock Price $7.32 52 Week High $17.63 Analysis: ADT’s revenue slightly declined YOY, with monitoring and related Enterprise Value $15,751.9mm services (M&S) revenue falling 4%, reflecting ADT’s sale of ADT Canada in EV/EBITDA 7.1x November 2019.12 Offsetting the decline in M&S revenue was a RMR increase of 10% in the U.S. as a result of improvement in average prices EV/Revenue 3.0x while installation and other revenue increased 22%. The rise in installation Net Debt/EBITDA 4.6x and other revenues was driven by higher installation sales in its Residential segment, offsetting commercial installations declines as a result of COVID-19 Source: Capital IQ headwinds and the sale of ADT Canada. Google (Nasdaq:GOOG) closed a $450 investment in ADT, allowing ADT to reduce debt and fund future growth. In addition, ADT and Google entered a long-term partnership to create next generation smart home security offerings, leveraging Nest’s leading hardware and services, powered by Google’s machine learning, with ADT’s installation, services, and monitoring solutions as well as a new end-to-end platform under development. Despite commercial headwinds driven by the downturn, ADT remains optimistic in its commercial business. “Looking ahead, while there are still a number of economic and political uncertainties, we're optimistic about our ability to compete in the commercial space and returning to growth in 2021. High- quality commercial tuck-in acquisitions will continue to be a part of our playbook. And as the economy recovers, we remain optimistic about this part of our business,” commented James DeVries, CEO of ADT, in its Q3 earnings call. Q3 Performance Highlights: • Revenue in Q3 of $728.4 million is down 2.7% YOY and 3.4% on an organic basis • Adjusted operating margin of 23.3%, reflects a 20 bps increase YOY (NYSE:ALLE) • Improved revision to 2020 revenue guidance, indicating a projected decline of 6-6.5% • Adjusted operating income of $169.4 million represents a 2.1% decline Trading Data (11/10/2020): YOY, driven by COVID-induced reduction in volume Stock Price $115.15 52 Week High $139.24 Analysis: Allegion, consistent with current industry dynamics, experienced a revenue decline of 2.7%, driven by softness in its non-residential division Enterprise Value $11,967.1mm which experienced low double digit revenue declines.13 Year-to-date EV/EBITDA 17.9x electronics sales have declined mid-single digits as discretionary commercial EV/Revenue 4.3x projects are delayed. This was offset by its residential division, generating Net Debt/EBITDA 1.7x low double digit growth. However, when comparing to Q2 2020, the company delivered ~24% revenue growth in Q3, indicating an improvement in industry conditions and a recovery in the broader market for security Source: Capital IQ solutions. Allegion intends to continue to utilize M&A to stimulate growth, with heightened focus on seeking electronics and software components as well as traditional mechanical access solutions. “We will also take a hard look at traditional mechanical access -- opportunities in markets where we think we can win and they have sufficient scale, size. We've, I think, done 20-plus acquisitions of different sizes. Size -- scale and size matter. A small acquisition, especially in a mechanical space, doesn't -- it takes all the human capital, so we're leaning more towards technology, software and assets of size,” commented David Petratis, Chairman, CEO, and President of Allegion, in its Q3 earnings call. 8
Security Solutions | December 2020 PUBLIC COMPANY TRADING & OPERATING DATA: ACCESS CONTROL Price % 52 Wk Market Enterprise LTM EV / LTM Company 11/10/20 High Cap Value Revenue EBITDA Margin Revenue EBITDA Allegion plc $115.15 82.7% $10,598.3 $11,697.1 $2,712.1 $653.9 24.1% 4.3x 17.9x ASSA ABLOY AB $25.44 88.2% $28,256.7 $31,891.2 $9,969.3 $1,754.4 17.6% 3.2x 18.2x dormakaba Holding AG $514.66 65.4% $2,139.5 $2,868.8 $2,681.8 $343.0 12.8% 1.1x 8.4x Mean 18.2% 2.9x 14.8x EV = enterprise value; LTM = last twelve months Median 17.6% 3.2x 17.9x $ in millions, except per share data NM = Not Meaningful Harmonic Mean 17.0% 2.0x 13.0x PUBLIC COMPANY TRADING & OPERATING DATA: ALARM MONITORING Price % 52 Wk Market Enterprise LTM EV / LTM Company 11/10/20 High Cap Value Revenue EBITDA Margin Revenue EBITDA ADT Inc. $7.32 42.5% $6,042.4 $15,751.9 $5,298.3 $2,226.0 42.0% 3.0x 7.1x Alarm.com Holdings, Inc. $70.38 88.7% $3,456.5 $3,379.1 $592.9 $103.4 17.4% NM NM Monitronics International, Inc. $3.35 33.5% $75.3 $1,079.1 $490.2 $240.3 49.0% 2.2x 4.5x Mean 36.2% 2.6x 5.8x Median 42.0% 2.6x 5.8x Harmonic Mean 29.5% 2.5x 5.5x PUBLIC COMPANY TRADING & OPERATING DATA: DIVERSIFIED IT SERVICES & INTEGRATION Price % 52 Wk Market Enterprise LTM EV / LTM Company 11/10/20 High Cap Value Revenue EBITDA Margin Revenue EBITDA Diebold Nixdorf, Incorporated $8.55 65.5% $664.2 $2,996.9 $3,948.0 $414.3 10.5% 0.8x 7.2x Honeywell International Inc. $201.98 96.2% $141,726.5 $149,962.5 $33,233.0 $7,873.8 23.7% 4.5x 19.0x Johnson Controls International $44.42 93.4% $32,257.8 $39,211.8 $22,317.0 $2,739.0 12.3% 1.8x 14.3x Kratos Defense & Security $19.29 86.7% $2,368.0 $2,392.8 $726.4 $68.6 9.4% 3.3x NM Shotspotter, Inc. $31.51 76.9% $359.9 $331.7 $44.0 $8.6 19.5% NM NM Stanley Black & Decker, Inc. $178.79 93.8% $28,646.3 $34,773.0 $13,841.2 $2,412.2 17.4% 2.5x 14.4x Mean 15.5% 2.6x 13.8x Median 14.9% 2.5x 14.4x Harmonic Mean 13.8% 1.8x 12.1x Source: Capital IQ as of November 10, 2020 9
Security Solutions | December 2020 PUBLIC COMPANY TRADING & OPERATING DATA: VIDEO SOLUTIONS Price % 52 Wk Market Enterprise LTM EV / LTM Company 11/10/20 High Cap Value Revenue EBITDA Margin Revenue EBITDA Canon Inc. $18.35 62.2% $19,189.5 $22,960.5 $30,036.2 $3,601.1 12.0% 0.8x 6.4x FLIR Systems, Inc. $36.06 60.7% $4,729.1 $5,242.3 $1,888.4 $445.4 23.6% 3.7x 11.8x Mobotix AG $7.03 69.6% $94.0 $119.7 $75.9 $4.7 6.2% 1.4x 25.5x Shenzhen Infinova Limited $0.62 62.3% $739.2 $888.1 $696.3 $4.4 0.6% 1.4x NM Mean 10.6% 1.6x 14.5x EV = enterprise value; LTM = last twelve months Median 9.1% 1.4x 11.8x $ in millions, except per share data NM = Not Meaningful Harmonic Mean 2.2% 1.3x 10.7x Last Twelve Month Margin Performance By Segment Mean EV/Revenue Mean EV/EBITDA 20.0x 18.0x 16.0x 14.8x 14.5x 13.8x 14.0x 12.0x 10.0x 8.0x 5.8x 6.0x 4.0x 2.9x 2.6x 2.6x 1.6x 2.0x 0.0x Access Control Alarm Monitoring Diversified IT Video Solutions Last Twelve Month Revenue and Historic EBITDA Multiples Mean Gross Margin % Mean EBITDA Margin % 80% 69.6% 70% 60% 50% 42.2% 41.3% 40% 36.2% 35.4% 30% 18.2% 20% 15.5% 10.6% 10% 0% Access Control Alarm Monitoring Diversified IT Video Solutions Source: Capital IQ as of November 10, 2020 10
Security Solutions | December 2020 SECURITY SOLUTIONS REPORT CONTRIBUTORS Todd McMahon Head of Investment Banking tmcmahon@capstoneheadwaters.com | 617-619-3334 Todd McMahon possesses over 20 years of transaction, financial services and corporate executive experience. Prior to Capstone Headwaters, Todd was President of Array Financial Services, a Boston based boutique M&A advisory firm he founded in 2002. He began his career at Putnam Investments, later moving to Bank Boston’s investment banking group. Later, Todd served as Managing Director at Ross Crossland Weston/RCW Mirus, where he was responsible for managing the firm’s technology investment banking practice. Todd’s investment banking experience is complemented by his involvement as an entrepreneur and investor where he was involved in various consolidation transactions, raised over $30mm of debt and equity financing and was responsible for managing all aspects of operations. He earned his BA from the University of Massachusetts and his MBA from Boston University. Tom McConnell Managing Director tmcconnell@capstoneheadwaters.com | 303-951-7125 Tom joined Capstone Headwaters in 2011 and brings over 20 years of investment banking experience for clients’ benefit. He has an impressive track record of completed transactions with cyber security, physical security, compliance and risk management related companies. Mergers, acquisitions, and capital raise engagements with founder owned, private equity backed and public corporations across the United States and internationally, demonstrate the depth of his sector knowledge and transaction acumen. Throughout his career, Tom has also believed in the importance of giving back to the community and has been recognized for his professional accomplishments and leadership. He co-founded Colorado Cyber with the mission of connecting private and public sector leaders in the cybersecurity ecosystem, stimulating discussion on critical issues, and supporting economic growth. Tom is a regular contributor to security industry publications and has a personal commitment to the broader mission of the security industry in helping make our world a safer place. He earned his BA in Economics from Miami University, JD/MBA from the Denver Strum College of Law and Daniels College of Business at University of Denver. Additionally, he is a Series 63 Registered Securities Representative and Series 79 Registered Banking Representative. Benjamin Kelly Research Analyst bkelly@capstoneheadwaters.com | 617-619-3390 Ben joined Capstone Headwaters in 2018 and serves as an Analyst on the Boston Research Team. He works directly with senior investment bankers, utilizing data and market analysis to deliver key industry insights to C-suite executives. Ben has a primary focus in the Industrial & Manufacturing and Business Services sectors. Prior to joining Capstone Headwaters, Ben worked as an intern at The Baupost Group within its Portfolio Valuation department. Ben earned a BA in Economics from Providence College and is a Series 79 Registered Investment Banking Representative. 11
Security Solutions | December 2020 FIRM TRACK RECORD Capstone Headwaters maintains an active Business Services practice in the middle market, with Security Solutions being an important vertical within our focus. This market presence allows Capstone Headwaters to provide security companies with experienced, up-to-date market data and access to key decision makers among the industry’s most active acquirers and investors. PROJECT PROJECT PROJECT PROJECT BOREALIS IRONMAN NITRO PRESERVE corporate sale corporate sale corporate sale corporate sale (in process) (in process) (in process) (in process) Value-Added Biometrics Managed Security Fire & Life Safety Reseller Technology Provider Services Provider Systems Provider has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has merged to form a portfolio company of Note: Deals also include Cybersecurity industry clients 12
Security Solutions | December 2020 CITATIONS 1. McKinsey, “When will the COVID-19 pandemic end?” https://www.mckinsey.com/industries/healthcare-systems-and-services/our-insights/when-will- the-covid-19-pandemic-end, accessed November 23, 2020. 2. ADT, “ADT Reports Third Quarter 2020 Results,” https://investor.adt.com/press-releases/press-release-details/2020/ADT-Reports-Third-Quarter- 2020-Results/default.aspx, accessed November 18, 2020. 3. Allegion, “Allegion Reports Third-Quarter 2020 Financial Results; Raises Full-Year EPS Outlook,” https://investor.allegion.com/~/media/Files/A/ Allegion-IR/press-release/q3-2020-earnings-release.pdf, accessed November 18, 2020. 4. Markets and Markets, “Vsaas Market with COVID-19 Impact by Type (Hosted, Managed, and Hybrid), Vertical (Commercial, Infrastructure, Residential, Public Facilities, Military & Defense, and Industrial) and Region-Global Forecast to 2025,” https://www.marketsandmarkets.com/Market-Reports /video-surveillance-as-a-service-market-773.html, accessed November 18, 2020. 5. Markets and Markets, “Video Analytics Market by Component, Application (Intrusion Management, Incident Detection, People/Crowd Counting, Traffic Monitoring), Deployment (On-premises and Cloud), Type, Vertical, and Region - Global Forecast to 2025,” https://www.marketsandmarkets.com/Market-Reports/intelligent-video-analytics-market-778.html, accessed November 18, 2020. 6. ELERTS, “Candid About Camera – Human Analytics vs. Video Analytics,” https://elerts.com/candid-about-cameras/, accessed November 18, 2020. 7. PitchBook, “2019 Annual Fund Strategies Report,” https://files.pitchbook.com/website/files/pdf/PitchBook_2019_Annual_Private_Fund_Strategies_ Report.pdf, accessed November 18, 2020. 8. Motorola, “Motorola Solutions Adds Cloud-Based Mobile Application Capabilities with Acquisition of Callyo,” https://newsroom.motorolasolutions .com/news/motorola-solutions-adds-cloud-based-mobile-application-capabilities-with-acquisition-callyo.htm, accessed November 18, 2020. 9. Motorola, “Motorola Solutions Acquires Global Video Security Solutions Provider Pelco for $110M in Cash, Continuing Investment in Video Security & Analytics,” https://newsroom.motorolasolutions.com/news/motorola-solutions-acquires-global-video-security-solutions-provider-pelco-for- 110m-in-cash-continuing-investment-in-video-security-analytics.htm, accessed November 18, 2020. 10. Motorola, “Motorola Solutions Acquires IndigoVision, UK-Based Provider of End-to-End Video Security Solutions,” https://newsroom. motorolasolutions.com/news/motorola-solutions-acquires-indigovision-uk-based-provider-end-to-end-video-security-solutions.htm, accessed November 18, 2020. 11. Razberi Technologies, “Razberi Technologies Acquired By ACRE,” http://blog.razberi.net/2020/11/razberi-acquired-by-acre, accessed November 18, 2020. 12. ADT, “Q3 2020 Earnings Presentation,” https://s22.q4cdn.com/631128414/files/doc_financials/2020/q3/ADT-3Q20-Earnings-Deck_Final.pdf, accessed November 18, 2020. 13. Allegion, “Third-Quarter 2020 Financial Results,” https://investor.allegion.com/~/media/Files/A/Allegion-IR/reports-and-presentations/allegion-third- quarter-2020-earnings-presentation.pdf, accessed November 18, 2020. Disclosure: This report is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and acquisi- tion activity. Information contained in this report should not be construed as a recommendation to sell or buy any security. Any reference to or omission of any reference to any company in this report should not be construed as a recommendation to buy, sell or take any other action with respect to any security of any such company. We are not soliciting any action with respect to any security or company based on this report. The report is published solely for the general information of clients and friends of Capstone Headwaters. It does not take into account the particular investment objectives, financial situation or needs of individual recipients. Certain transactions, including those involving early-stage companies, give rise to substantial risk and are not suitable for all investors. This report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this report. Opinions expressed are our present opinions only and are subject to change without notice. Additional information is available upon request. The companies mentioned in this report may be clients of Capstone Headwaters. The decisions to include any company in this report is unrelated in all respects to any service that Capstone Headwaters may provide to such company. This report may not be copied or reproduced in any form, or redistributed without the prior written consent of Capstone Headwaters. The information contained herein should not be construed as legal advice. 13
INTEGRATED CRISIS MANAGEMENT SOLUTIONS As a firm, we have mobilized our collective resources to deliver an integrated solution to business owners navigating through these times. We can help frame your decisions, access capital to protect your position, and provide specialty transaction expertise to capture opportunities as they arise. Our full-service capabilities help companies through every aspect of the business, supported by dedicated industry experts, market intelligence, and private equity coverage. Mergers & Acquisitions Financial Advisory Capital Access We can assist opportunist We specialize in performance We help manage through new or acquisitions, execute sales, and improvement and value creation existing lenders or investors and navigate distressed transactions. in difficult situations. secure an optimal solution. Strategic Acquisitions Board Advisory Debt Financing • Target Identification • Strategic Blueprinting • Bridge / Interim Financing • Valuation & Structure • Evaluate Capital Adequacy • ABL and Cash Flow Revolvers • Buy-Side Due Diligence • Performance Tracking • 1st and 2nd Lien Term Loans • Quality of Earnings • Management Accountability • Subordinated Debt • Buy-Side M&A Execution • Communication • Sale-Leasebacks Sales & Divestitures Operational Effectiveness Equity Financing • Corporate Valuation • Cost Structure Management • Growth Equity • Market Assessment • Operational Assessment • Secondary Equity Recaps • Transaction Readiness • Management Assessment • Structured Equity • Sell-Side M&A Execution • Sales Augmentation • Acquisition Financing • Asset Divestiture • Organizational Optimization • Investor Management Distressed Transactions Crises Management Alternatives • Business Unit Divestiture • Turnaround / Interim Mgmt. • Creditor Mediation • Distressed M&A • Corporate Restructuring • DIP and Exit Financing • §363 Sale • Bankruptcy Protection • Government Support Programs WE ARE ENGINEERED TO MEET THE FULL LIFECYCLE DEMANDS OF PRIVATE COMPANIES BUILD GROW REALIZE SUPPORT TO LEARN MORE ABOUT OUR SERVICES AND SPEAK TO A MEMBER OF OUR TEAM CONTACT US. 12
BUILT FOR THE MIDDLE MARKET Capstone Headwaters is one of the largest and most active independent investment banking firms in the United States. The firm has a rich 18+ year history of achieving extraordinary results for middle market entrepreneurs, business owners, investors, and creditors. The firm offers a fully integrated suite of corporate finance services, including merger & acquisition, debt & equity placement, ESOP advisory, corporate restructuring, valuation & fairness opinion, and financial advisory services. Headquartered in Boston, Capstone Headwaters has over 170 professionals across 16 offices in the U.S. with 16 dedicated industry groups. Capstone has been recognized consistently as one of the top investment banks to work for and “U.S. Middle Market Firm of the Year.” UNITED STATES 170+ professionals 16 offices INTERNATIONAL Boston Burlington Chicago Dallas Denver Houston Los Angeles 450+ professionals New York Orange County Philadelphia 60+ offices in 40 countries Richmond San Diego San Francisco St Louis Tampa Washington DC Asia: China India Japan Latin America: Argentina Brazil Chile Colombia Mexico Peru Africa: Congo Egypt Ghana Ivory Coast Mauritius Morocco Senegal South Africa Europe: Belgium Bosnia Croatia Czech Republic Finland France Germany Herzegovina Hungary Ireland Italy London Netherlands Norway Poland Russia Serbia Slovenia Spain Sweden Switzerland Turkey United Kingdom www.capstoneheadwaters.com 12
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