Alarm Industry Valuations, Value Drivers and Pros and Cons of Holding vs.

Selling Accounts
August 22, 2013
Confidential Presentation prepared for Recipient’s use only. Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC.

Summary
 Introduction  Valuation Drivers  Valuations and Recent M&A Deals  Holding vs. Selling Accounts and Capital

Markets  Q&A

INTRODUCTION

Henry Edmonds
 Over 28 years of capital markets experience

Last 23 in the alarm industry

 Started The Edmonds Group in 2004  Co-Founder (1990) and CEO of SLP Capital (thru 2004)
 

Largest lender to alarm industry when sold to CapitalSource in 2004 Over $400M of alarm loans $2B in transactions in the airline industry

 Wall Street investment banker (1985-1990)

 MBA, Harvard Business School  BS, with distinction, civil engineering, University of

Virginia

The Edmonds Group
 Investment banking services  Capital raising and mergers/acquisitions advisory  40+ transactions closed  Average transaction size about $50 million  Sweet spot $10 million to $300 million  $3.0+ billion transaction value  Focused on security alarm industry  Specialize in recurring revenue service businesses  Broad experience representing buyers, sellers,

borrowers and capital providers  High level of client service

VALUATION DRIVERS

Key Valuation Metrics
At the highest level, everything can be reduced to four key metrics:  Cash flow  Attrition rate  Growth rate/new account volume  Creation cost

Only affects valuation when selling a company

Dealers must have the ability to provide good data on these metrics if they are going to maximize value!

Key Valuation Metrics
 Cash flow margin from existing customers

 Attrition rate
 

Adjusted EBITDA and SSCF

 Creation cost of new customers
  

Total lost RMR on a TTM or trailing 6 mo basis divided by average RMR outstanding Canceled and change in over 90 days Total direct and indirect cost associated with new account creation, less upfront revenue, divided by newly created RMR “Net Creation Cost” – before allocation of corp. overhead “Gross Creation Cost” – after allocating corp. overhead Not relevant in bulk account sale

 Growth rate

Other Valuation Drivers
 Size of transaction  Company reputation  Quality of account and financial data  Credit score profile  RMR per account/margin  Volume of account generation  Critical mass per market/geography  Ease of reprogramming/line swing

Bulk or company sales

 Sales model for generating customers

Other Valuation Drivers (cont.)
 Install quality/service call rates  Contracts
 

Term Organization

Scanned and original contracts

Contract form

Automatic renewals, appropriate disclaimers

 Billing profile

ACH vs. credit card vs. invoice

 Age of accounts  Type of RMR (residential vs. commercial)

Types of Sale Transactions
 Types of transaction matters  Company sale  Bulk accounts sale  Ongoing dealer program sales  Valuation drivers vary depending transaction type  Creation cost doesn’t matter in bulk or dealer program sales  Credit scores less important in company sale with aged account portfolio

Average Industry Metrics
 Margins on existing customers  Adjusted EBITDA of 50% to 65% for companies with scale  Average 55%  Attrition rate  8% to 14%  Average 12%  Growth rate  5% to 10%  Average 8%  Creation cost  Gross Creation Cost 25x to 35x  Average 28.5x  Net Creation cost 20x to 30x  Average 25x

Valuation Ranges
 Not every company or account base is created equal  How does your company’s performance across key    

metrics compare with others? If you have strong metrics, get a valuation at the high end of the range Poor metrics, low valuation Large alarm companies trade at 10x to 13x SSCF Smaller companies trade at 30x to 50x RMR

VALUATIONS AND RECENT M&A DEALS

Liquidity/Secondary Market Activity
 Active secondary market for buying/selling alarm companies

and/or alarm contracts  Hundreds of transactions occur every year
  

Entire companies Dealer programs Bulk account sales

 Larger (more efficient) buyers get predictable and significant

economies of scale by acquiring  Large transactions ($500k+ in RMR) trade on multiples of seller cash flow  Smaller transactions trade on buyer’s cash flow not seller’s
 

Hence RMR multiples Still all about cash flow

Dealer Programs/Bulk Sales
 Significant factor in the industry today  Over 1 million accounts purchased each year  Doesn’t include company acquisitions  Dealer program purchases  Weekly or monthly closings  Typically newly created accounts  Bulk sales  Accounts only  Aged accounts  Usually one-off transaction  Seller stays in business

Dealer Program Gross Multiples
Monthly Volume <100/mo. Credit Score 625-650 650-700 700+ Avg. Gross: Avg. Net: Up to $50k/year 32x 34x 36x 34.0x 30.6x >100/mo. $50k to $100k/year 33x 35x 37x 35.0x 31.5x >200/mo. $100k to $150k/year 34x 36x 38x 36.0x 32.4x >300/mo. Over $150k/year 35x 37x 39x 37.0x 33.3x

Assumes: Auto-Debit Three Year Agreement Actual cash to dealer typically 10% less based on holdback

Company/Bulk Sale Multiples
55.0x 50.0x 45.0x 40.0x 35.0x 30.0x 25.0x 20.0x Under $50K RMR $50-100K RMR $101K-500K RMR Over $500K RMR 36.1x 31.1x 28.9x 39.9x 34.2x 40.2x 34.7x

Max & min yearly averages 2003-2012
50.8x

Source: Barnes Associates

Company/Bulk Sale Multiples
Averages for 2003-2012
45.0x 40.0x 35.0x 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x 0.0x Under $50K RMR $50-100K RMR $101K-500K RMR Over $500K RMR 34.1x 36.9x 37.2x 42.5x

Source: Barnes Associates

Dealer Program vs. Bulk/Company Sale
Monthly Volume Dealer <100/mo. Up to $50k/year Avg. Mult. Company/ Bulk Avg. Mult. 34x Up to $50k/year 34.1x >100/mo. $50k to $100k/year 35x $50k to $100k 36.9x >200/mo. $100k to $150k/year 36x $101k to $500k 37.2x >300/mo. Over $150k/year 37x Over $500k 42.5x

Notes: Dealer and bulk sales typically have holdbacks (10%+) for account guarantees Company sales typically do not

Major M&A Transactions 2013 YTD
Buyer/ Investor SAFE Security Central Security Group Goldman Sachs/The Beekman Group ADT Security Services Ascent Media Corporation Acquired Pinnacle (accounts) SecureNet NorthStar RMR (millions) $1.6 $.65 $1.0+ RMR multiple 30’s 40’s DND

Devcon International Security Networks

$3.6 $8.8

41x 58x

Major M&A Transactions 2012
Buyer/ Investor BV Investment Partners Interface Acquired DTT Westec RMR (millions) $1.5 $1.7 $3.6 $4.4 $31.6 ~$.40 RMR multiple 60x 32x 50x 30x 57x DND

Norwest Venture ACA Partners Monitronics Blackstone Group Protection 1 Pinnacle Vivint Vintage Security

HOLDING VS. SELLING ACCOUNTS AND CAPITAL MARKETS

Selling Accounts / Dealer Program
Advantages
 Limited outside capital

Disadvantages
 Buyer has a lot of control  Typically no capital commitment  Terms/availability can change  Holdbacks/ account

needs

Cash up-front from buyer

 No long term account

performance risk  Limited infrastructure beyond sales

Limited service, billing, account retention requirements

guarantees  Not creating track record of servicing/retaining accounts  Little control of data and/or account performance

Holding Accounts
Advantages
 Control of accounts
   

Disadvantages

Who you sell to What products you sell What you charge How the customers are serviced and treated

 Significant capital

 Building a brand  Opportunity for much

required  Responsible for long term customer performance  Need full infrastructure

higher multiple when eventually selling

billing, collections, servicing, retention

Debt Markets
 Lots of experience alarm lenders  However, most industry lenders require a minimum

deal size of $5 million to $10 million  Local/regional banks will lend smaller amounts

Lack of industry understanding – low advance rates

 Advance rates for industry lenders not high enough

to cover all cost of origination – some equity required
  

Senior Debt lending 18-24x RMR Stretch Senior multiples 26-28x RMR Subordinated debt up to 30x RMR

Private Equity
 Over 2,000 private equity firms in the US  Firms come in all sizes  Over $500 billion in money to spend  Many more PE firms interested in the alarm industry  Industry performed well through 2008/2009 recession  Viewed as safe harbor with good upside potential  However, require positive EBITDA and a certain size  Most want EBITDA $1M+  Need to invest at least $2M+  Dealer probably needs to own at least $500k in RMR

Venture Capital and Public Markets
 Venture capital firms invest in pre-cash flow and

pre-revenue companies  Typically looking for companies that have a unique product or service and potential for exponential growth

Not a fit for most alarm companies

 Public markets well suited for alarm companies  Few alarm companies big enough (very expensive to be public company/need minimum market capitalization $500M+)  Markets don’t really understand alarm industry accounting

Summary – Hold vs. Sell
 Outside capital is hard to come by/expensive until a

firm reaches a certain size/scale  Dealer programs/selling accounts are a great way to develop a track record

Reinvest profits to build infrastructure

 Transition through a hybrid approach  Sell some accounts, hold the rest  Holding accounts/becoming a full service alarm

company ultimately creates much more value

QUESTIONS AND ANSWERS

Contact Information

Henry Edmonds The Edmonds Group, LLC 16 Lenox Place St. Louis, MO 63108 Ph: 314.422.4649 Email: hedmonds@theedmondsgroup.com Website: www.theedmondsgroup.com Facebook: www.facebook.com/TheEdmondsGroup Twitter: TheEdmondsGroup

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