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
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
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
LEADING SECURITY SOLUTIONS COMPANIES POSITION THEMSELVES FOR LONG-TERM GROWTH - SECURITY SOLUTIONS INDUSTRY | DECEMBER 2020
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
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LEADING SECURITY SOLUTIONS COMPANIES POSITION THEMSELVES FOR LONG-TERM GROWTH - SECURITY SOLUTIONS INDUSTRY | DECEMBER 2020
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
LEADING SECURITY SOLUTIONS COMPANIES POSITION THEMSELVES FOR LONG-TERM GROWTH - SECURITY SOLUTIONS INDUSTRY | DECEMBER 2020
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
LEADING SECURITY SOLUTIONS COMPANIES POSITION THEMSELVES FOR LONG-TERM GROWTH - SECURITY SOLUTIONS INDUSTRY | DECEMBER 2020
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
LEADING SECURITY SOLUTIONS COMPANIES POSITION THEMSELVES FOR LONG-TERM GROWTH - SECURITY SOLUTIONS INDUSTRY | DECEMBER 2020
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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