Item 1. Financial Statements
Item 1. FINANCIAL STATEMENTS (unaudited)
ALARM.COM HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Revenue:
SaaS and license revenue $ 113,186 $ 95,704 $ 220,569 $ 187,654
Hardware and other revenue 75,671 45,933 140,786 105,922
Total revenue 188,857 141,637 361,355 293,576
Cost of revenue (1) :
Cost of SaaS and license revenue 17,201 13,001 32,357 25,329
Cost of hardware and other revenue 60,166 36,004 110,772 81,656
Total cost of revenue 77,367 49,005 143,129 106,985
Operating expenses:
Sales and marketing 20,529 16,920 39,528 33,995
General and administrative 23,268 17,359 46,150 38,224
Research and development 43,491 36,636 85,958 76,366
Amortization and depreciation 7,477 6,723 14,862 13,145
Total operating expenses 94,765 77,638 186,498 161,730
Operating income 16,725 14,994 31,728 24,861
Interest expense ( 4,154 ) ( 868 ) ( 7,522 ) ( 1,513 )
Interest income 149 157 306 616
Other income / (expense), net 32 65 ( 123 ) 157
Income before income taxes 12,752 14,348 24,389 24,121
Benefit from income taxes ( 1,738 ) ( 2,277 ) ( 4,651 ) ( 1,075 )
Net income 14,490 16,625 29,040 25,196
Net loss attributable to redeemable noncontrolling interest 255 370 535 606
Net income attributable to common stockholders $ 14,745 $ 16,995 $ 29,575 $ 25,802
Per share information attributable to common stockholders:
Net income per share:
Basic $ 0.30 $ 0.35 $ 0.60 $ 0.53
Diluted $ 0.28 $ 0.34 $ 0.57 $ 0.51
Weighted average common shares outstanding:
Basic 49,808,969 48,792,280 49,686,110 48,758,922
Diluted 51,754,392 50,551,632 51,789,943 50,443,526
_______________
(1) Exclusive of amortization and depreciation shown in operating expenses below.
See accompanying notes to the condensed consolidated financial statements.
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ALARM.COM HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
June 30,
2021 December 31,
2020
Assets
Current assets:
Cash and cash equivalents $ 662,682 $ 253,459
Accounts receivable, net of allowance for credit losses of $ 3,573 and $ 4,696 , respectively, and net of allowance for product returns of $ 1,344 and $ 1,480 , respectively
92,612 83,326
Inventory 59,611 44,281
Other current assets, net of allowance for credit losses of $ 5 and $ 17 , respectively
22,886 16,348
Total current assets 837,791 397,414
Property and equipment, net 44,481 44,796
Intangible assets, net 94,737 103,259
Goodwill 112,901 112,838
Deferred tax assets 12,049 21,692
Operating lease right-of-use assets 30,581 33,455
Other assets, net of allowance for credit losses of $ 73 and $ 72 , respectively
24,251 18,233
Total assets $ 1,156,791 $ 731,687
Liabilities, redeemable noncontrolling interest and stockholders’ equity
Current liabilities:
Accounts payable, accrued expenses and other current liabilities $ 68,138 $ 53,927
Accrued compensation 19,531 22,307
Deferred revenue 6,301 4,037
Operating lease liabilities 10,132 9,973
Total current liabilities 104,102 90,244
Deferred revenue 8,718 8,492
Convertible senior notes, net 416,921 —
Long-term debt — 110,000
Operating lease liabilities 33,691 37,697
Other liabilities 8,550 6,811
Total liabilities 571,982 253,244
Commitments and contingencies (Note 12)
Redeemable noncontrolling interest 11,372 10,691
Stockholders’ equity
Preferred stock, $ 0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2021 and December 31, 2020
— —
Common stock, $ 0.01 par value, 300,000,000 shares authorized; 50,040,853 and 49,630,773 shares issued; and 49,893,700 and 49,483,620 shares outstanding as of June 30, 2021 and December 31, 2020, respectively
500 496
Additional paid-in capital 481,937 405,831
Treasury stock, at cost; 147,153 shares as of June 30, 2021 and December 31, 2020
( 5,149 ) ( 5,149 )
Retained earnings 96,149 66,574
Total stockholders’ equity 573,437 467,752
Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 1,156,791 $ 731,687
See accompanying notes to the condensed consolidated financial statements.
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ALARM.COM HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Six Months Ended
June 30,
Cash flows from operating activities: 2021 2020
Net income $ 29,040 $ 25,196
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses on accounts receivable 150 965
Reserve for product returns 1,129 1,000
Recovery of credit losses on notes receivable ( 11 ) ( 382 )
Amortization on patents and tooling 603 401
Amortization and depreciation 14,862 13,145
Amortization of debt discount and debt issuance costs 7,399 54
Amortization of operating leases 4,695 4,234
Deferred income taxes ( 7,143 ) ( 2,526 )
Change in fair value of contingent liability — ( 2,289 )
Stock-based compensation 17,944 13,453
Acquired in-process research and development — 3,297
Loss on early extinguishment of debt 185 —
Changes in operating assets and liabilities:
Accounts receivable ( 10,565 ) ( 2,549 )
Inventory ( 15,330 ) ( 16,238 )
Other current and non-current assets ( 8,131 ) ( 3,270 )
Accounts payable, accrued expenses and other current liabilities 13,403 17,332
Deferred revenue 2,490 1,039
Operating lease liabilities ( 5,677 ) ( 4,728 )
Other liabilities 265 ( 86 )
Cash flows from operating activities 45,308 48,048
Cash flows used in investing activities:
Additions to property and equipment ( 7,381 ) ( 7,116 )
Purchases of in-process research and development — ( 3,297 )
Receipt of payments on notes receivable 5 2,007
Purchase of investment in unconsolidated entity ( 5,000 ) —
Purchases of patents and patent licenses — ( 900 )
Cash flows used in investing activities ( 12,376 ) ( 9,306 )
Cash flows from financing activities:
Proceeds from credit facility — 50,000
Repayments of credit facility ( 110,000 ) ( 1,000 )
Proceeds from issuance of convertible senior notes 500,000 —
Payments of debt issuance costs ( 15,698 ) —
Payments of deferred consideration for business acquisitions ( 878 ) ( 819 )
Purchases of treasury stock — ( 5,149 )
Issuances of common stock from equity-based plans 2,867 4,424
Cash flows from financing activities 376,291 47,456
Net increase in cash and cash equivalents 409,223 86,198
Cash and cash equivalents at beginning of the period 253,459 119,629
Cash and cash equivalents at end of the period $ 662,682 $ 205,827
See accompanying notes to the condensed consolidated financial statements.
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ALARM.COM HOLDINGS, INC.
Condensed Consolidated Statements of Equity
(in thousands)
(unaudited)
Redeemable Noncontrolling Interest Additional Paid-In Capital Retained Earnings Total Stockholders’ Equity
Preferred Stock Common Stock Treasury Stock
Shares Amount Shares Amount Shares Amount
Balance as of December 31, 2020 $ 10,691 — $ — 49,631 $ 496 $ 405,831 147 $ ( 5,149 ) $ 66,574 $ 467,752
Common stock issued in connection with equity-based plans — — — 173 2 1,987 — — — 1,989
Stock-based compensation expense — — — — — 7,888 — — — 7,888
Equity component of convertible senior notes, net — — — — — 56,515 — — — 56,515
Accretion adjustments of redeemable noncontrolling interest to redemption value 473 — — — — ( 473 ) — — — ( 473 )
Net income / (loss) attributable to common stockholders ( 280 ) — — — — — — — 14,830 14,830
Balance as of March 31, 2021 10,884 — — 49,804 498 471,748 147 ( 5,149 ) 81,404 548,501
Common stock issued in connection with equity-based plans — — — 237 2 876 — — — 878
Stock-based compensation expense — — — — — 10,056 — — — 10,056
Accretion adjustments of redeemable noncontrolling interest to redemption value 743 — — — — ( 743 ) — — — ( 743 )
Net income / (loss) attributable to common stockholders ( 255 ) — — — — — — — 14,745 14,745
Balance as of June 30, 2021 $ 11,372 — $ — 50,041 $ 500 $ 481,937 147 $ ( 5,149 ) $ 96,149 $ 573,437
See accompanying notes to the condensed consolidated financial statements.
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ALARM.COM HOLDINGS, INC.
Condensed Consolidated Statements of Equity — (Continued)
(in thousands)
(unaudited)
Redeemable Noncontrolling Interest Preferred Stock Common Stock Additional Paid-In Capital Treasury Stock (Accumulated Deficit) / Retained Earnings Total Stockholders’ Equity
Shares Amount Shares Amount Shares Amount
Balance as of December 31, 2019 $ 11,210 — $ — 48,701 $ 487 $ 365,627 — $ — $ ( 10,463 ) $ 355,651
Adoption of accounting standard on credit losses — — — — — — — — ( 816 ) ( 816 )
Common stock issued in connection with equity-based plans — — — 107 1 1,364 — — — 1,365
Purchases of treasury stock — — — — — — 147 ( 5,149 ) — ( 5,149 )
Stock-based compensation expense — — — — — 6,358 — — — 6,358
Net income / (loss) attributable to common stockholders ( 236 ) — — — — — — — 8,807 8,807
Balance as of March 31, 2020 10,974 — — 48,808 488 373,349 147 ( 5,149 ) ( 2,472 ) 366,216
Common stock issued in connection with equity-based plans — — — 263 3 3,056 — — — 3,059
Stock-based compensation expense — — — — — 7,095 — — — 7,095
Accretion adjustments of redeemable noncontrolling interest to redemption value 112 — — — — ( 112 ) — — — ( 112 )
Net income / (loss) attributable to common stockholders ( 370 ) — — — — — — — 16,995 16,995
Balance as of June 30, 2020 $ 10,716 — $ — 49,071 $ 491 $ 383,388 147 $ ( 5,149 ) $ 14,523 $ 393,253
See accompanying notes to the condensed consolidated financial statements.
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Note 1. Organization
Alarm.com Holdings, Inc. (referred to herein as Alarm.com, the Company, or we) is the leading platform for the intelligently connected property. We offer a comprehensive suite of cloud-based solutions for the smart residential and commercial property , including interactive security, video monitoring, intelligent automation and energy management. Millions of property owners depend on our technology to intelligently secure, automate and manage their residential and commercial properties. Our solutions are delivered through an established network of over 10,000 trusted service provider partners, who are experts at selling, installing and supporting our solutions. We derive revenue from the sale of our cloud-based Software-as-a-Service, or SaaS, services, license fees, software, hardware, activation fees and other revenue. Our fiscal year ends on December 31.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include our accounts and those of our majority-owned and controlled subsidiaries after elimination of intercompany accounts and transactions.
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission, or SEC. Accordingly, they do not include all the information and footnotes required by GAAP for annual financial statements. They should be read together with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2021, or the Annual Report. The condensed consolidated balance sheet as of December 31, 2020 was derived from our audited financial statements, but does not include all disclosures required by GAAP for annual financial statements.
In the opinion of management, these condensed consolidated financial statements include all normal recurring adjustments necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented. However, the COVID-19 pandemic disrupted and may continue to disrupt our supply chain for an unknown period of time due to its impact on manufacturing, production and global transportation. The COVID-19 pandemic also disrupted and may intermittently continue to disrupt our sales channels due to restrictions imposed from time to time on our service providers’ ability to meet with residential and commercial property owners who use our solutions. In addition, the COVID-19 pandemic resulted in a global slowdown of economic activity and a recession in the United States and the economic situation remains fluid as parts of the economy appear to be recovering while others continue to struggle. While vaccines have been approved for use in the United States and in many other countries, and vaccination efforts are underway, it remains difficult to assess or predict the ultimate duration and economic impact of the COVID-19 pandemic. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that can be expected for our entire fiscal year ending December 31, 2021, which is increasingly true in periods of extreme uncertainty, such as the uncertainty caused by the COVID-19 pandemic. Prolonged uncertainty with respect to COVID-19 could cause further economic slowdown or cause other unpredictable events, each of which could adversely affect our business, results of operations or financial condition.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. As of the date of issuance of these financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, assumptions and judgments or revise the carrying value of our assets or liabilities. However, our estimates, judgments and assumptions are continually evaluated based on available information and experience and may change as new events occur and additional information is obtained. Because of the use of estimates inherent in the financial reporting process and in light of the continuing uncertainty arising from the COVID-19 pandemic, actual results could differ from those estimates and any such differences may be material. Estimates are used when accounting for revenue recognition, allowances for credit losses, allowance for hardware returns, estimates of obsolete inventory, long-term incentive compensation, the lease term and incremental borrowing rates for leases, stock-based compensation, income taxes, legal reserves, fair value of the debt component of convertible notes, contingent consideration and goodwill and intangible assets.
Comprehensive Income
Our comprehensive income for the three and six months ended June 30, 2021 and 2020 was equal to our net income disclosed in the condensed consolidated statements of operations.
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Significant Accounting Policies
Other than those disclosed herein, there have been no other material changes to our significant accounting policies during the three and six months ended June 30, 2021 from those disclosed in our Annual Report.
Convertible Senior Notes
On January 20, 2021, we issued $ 500.0 million aggregate principal amount of 0 % convertible senior notes in a private placement to qualified institutional buyers due January 15, 2026. In accounting for the issuance of our convertible senior notes, we separate the notes into liability and equity components. The carrying amount of the liability component is calculated by measuring the fair value of a similar liability that does not have an associated convertible feature, using a discounted cash flow model with a risk adjusted yield. The carrying amount of the equity component representing the conversion option is determined by deducting the fair value of the liability component from the par value of the notes as a whole. This difference represents a debt discount that is amortized to interest expense using the effective interest method over the term of the notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
In accounting for the transaction costs related to the issuance of the notes, we allocate the total amount incurred to the liability and equity components using the same proportions as the proceeds from the notes. Transaction costs attributable to the liability component are netted with the liability component and amortized to interest expense using the effective interest method over the term of the notes. Transaction costs attributable to the equity component are netted with the equity component of the notes in additional paid-in capital in the condensed consolidated balance sheets. See Note 12 for the carrying amount and estimated fair value of our convertible senior notes as of June 30, 2021.
Recent Accounting Pronouncements
Adopted
On December 18, 2019, the FASB issued ASU 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, " which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The update also simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance to improve consistent application. The amendment in this update was effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. On January 1, 2021, we adopted Topic 740. This pronouncement did not have a material impact on our condensed consolidated financial statements or disclosures.
Not Yet Adopted
On March 12, 2020, the FASB issued ASU 2020-04, " Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ," which provides optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued such as the Eurodollar Base Rate, or LIBOR. The update allows entities to elect not to apply certain modification accounting requirements to contracts affected by the discontinuation of a reference rate if certain criteria are met. The amendment was effective beginning March 12, 2020 and will continue to be effective through December 31, 2022. Due to the termination of our credit facility on January 20, 2021 (see Note 12), this pronouncement is not expected to have an impact on our condensed consolidated financial statements or disclosures.
On August 5, 2020, the FASB issued ASU 2020-06, " Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ," which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The new guidance eliminates two of the three models in Subtopic 470-20 that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The amendment in this update is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance allows for either full retrospective adoption or modified retrospective adoption. We are currently assessing the impact this pronouncement may have on our consolidated financial statements when we adopt the pronouncement on January 1, 2022.
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Note 3. Revenue from Contracts with Customers
Revenue Recognition
We derive our revenue from three primary sources: the sale of cloud-based SaaS services on our integrated Alarm.com platform, the sale of licenses and services on our non-hosted software platform, or Software platform, and the sale of hardware products. We sell our platform and hardware solutions to service provider partners that resell our solutions and hardware to residential and commercial property owners, who are the service provider partners’ customers. Our subscribers consist of all of the properties maintained by those residential and commercial property owners to which we are delivering at least one of our solutions. We also sell our hardware to distributors who resell the hardware to service provider partners. We enter into contracts with our service provider partners that establish pricing for access to our platform solutions and for the sale of hardware. These service provider c ontracts typically have an initial term of one year , with subsequent renewal terms of one year . Our service provider partners typically enter into contracts with our subscribers, which our service provider partners have indicated range from three to five years in length.
When determining the amount of consideration we expect to be entitled to for the sale of our hardware, we estimate the variable consideration associated with customer returns. We record a reserve against revenue for hardware returns based on historical returns. For the twelve months ended June 30, 2021 and 2020, our reserve against revenue for hardware returns was 1 %. We evaluate our hardware reserve on a quarterly basis or if there is an indication of significant changes in return experience. Hist orically, our returns of hardware have not significantly differed from our estimated reserve. Additionally, we provide warranties related to the intended functionality of the products and services provided and those warranties typically allow for the return of hardware up to one year past the date of sale. We determined that these warranties are not separate performance obligations as they cannot be purchased separately and do not provide a service in addition to an assurance the hardware will function as expected.
Our hardware and other revenue also includes our revenue from the sale of perpetual licenses that provide our customers in the commercial market the right to use our OpenEye video surveillance software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our hardware and other revenue also includes our revenue from Shooter Detection Systems related to the sale of licenses that provide our customers the right to use our indoor gunshot detection solution in exchange for license fees, which are generally paid at contract inception. Our perpetual licenses and licenses to our indoor gunshot detection solution provide a right to use intellectual property that is functional in nature and has significant stand-alone functionality. Accordingly, for licenses of functional intellectual property, revenue is recognized at the point-in-time when control has been transferred to the customer, which occurs once the software has been made available to the customer.
Hardware and other revenue may also include activation fees charged to some of our service provider partners for activation of a new subscriber account on our platforms, as well as fees paid by service provider partners for our marketing services. Our service provider partners use services on our platforms, such as support tools and applications, to assist in the installation of our solutions in subscriber properties. This installation marks the beginning of the service period on our platforms and, on occasion, we earn activation revenue for fees charged for this service. The activation fee is non-refundable, separately negotiated and specified in our contractual arrangements with our service provider partners and is charged to the service provider partner for each subscriber activated on our platforms. The decision whether to charge an activation fee is based in part on the expected number of subscribers to be added by our service provider partners and as a result, many of our largest service provider partners do not pay an activation fee. Activation fees are not offered on a stand-alone basis separate from our SaaS offering and are billed and received at the beginning of the arrangement. We record activation fees initially as deferred revenue and we recognize these fees ratably over the expected term of the subscribers’ account which we estimate is ten years based on our annual attrition rate. The portion of these activation fees included in current and long-term deferred revenue as of our balance sheet date represents the amounts that will be recognized ratably as revenue over the following twelve months , or longer as appropriate, until the ten-year expected term is complete. The balance of deferred revenue for activation fees was $ 6.5 million and $ 7.0 million as of June 30, 2021 and December 31, 2020, respectively, which combines current and long-term balances.
SaaS and license revenue associated with our contracts is invoiced and revenue is recognized at an amount that corresponds directly with the value of the performance completed to date. Additionally, the consideration received from hardware sales corresponds directly with the stand-alone selling price of the hardware. As a result, we have elected to use the practical expedient related to the amount of transaction price allocated to the unsatisfied performance obligations and therefore, we have not disclosed the total remaining revenue expected to be recognized on all contracts or the expected period over which the remaining revenue would be recognized.
Contract Assets
At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each distinct promise to transfer a good or service, or bundle of goods or services. To identify the performance obligations, we consider all of the goods or services promised in the contract, whether explicitly stated or implied
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
based on customary business practices. We record a contract asset when we satisfy a performance obligation by transferring a promised good or service. Contract assets can be conditional or unconditional depending on whether another performance obligation must be satisfied before payment can be received. We receive payments from our service provider partners based on the billing schedule established in our contracts. All of the accounts receivable presented in the condensed consolidated balance sheets represent unconditional rights to consideration. We do not have any assets from contracts containing conditional rights and we do not have any assets from satisfied performance obligations that have not been invoiced.
We recognize an asset related to the costs incurred to obtain a contract only if we expect to recover those costs and we would not have incurred those costs if the contract had not been obtained. We recognize an asset from the costs incurred to fulfill a contract if the costs (i) are specifically identifiable to a contract, (ii) enhance resources that will be used in satisfying performance obligations in future and (iii) are expected to be recovered. Our contract assets consist of capitalized commission costs and upfront payments made to a customer. Based on the policy above, we capitalize a portion of our commission costs as an incremental cost of obtaining a contract. When calculating the incremental cost of obtaining a contract, we exclude any commission costs related to metrics that could be satisfied without obtaining a contract, including training-related metrics. We amortize our commission costs over a period of three years , which is consistent with the period over which the products and services related to the commission are transferred to the customer. The three-year period was determined based on our review of historical enhancements and upgrades to our products and services. We applied the portfolio approach to account for the amortization of contract costs for those contracts that have similar characteristics. Upfront payments made to a customer are capitalized and amortized over the expected period of benefit and are recorded as a reduction to revenue.
The current portion of capitalized commission costs and upfront payments made to customers are included in other current assets within our condensed consolidated balance sheets. The non-current portion of capitalized commission costs and upfront payments made to customers are reflected in other assets within our condensed consolidated balance sheets.
We review the capitalized costs for impairment at least annually. Impairment exists if the carrying amount of the asset recognized from contract costs exceeds the remaining amount of consideration we expect to receive in exchange for providing the goods and services to which such asset r elat es, less the costs that relate directly to providing those good and services and that have not been recognized as an expense. We did no t record an impairment loss on our contract assets during the three and six months ended June 30, 2021 and 2020.
The changes in our contract assets are as follows (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Beginning of period balance $ 4,603 $ 4,932 $ 4,306 $ 4,578
Commission costs and upfront payments to a customer capitalized in period 1,051 657 2,157 1,822
Amortization of contract assets ( 883 ) ( 871 ) ( 1,692 ) ( 1,682 )
End of period balance $ 4,771 $ 4,718 $ 4,771 $ 4,718
Contract Liabilities
Contract liabilities include payments received in advance of performance under the contract and are realized with the associated revenue recognized under the contract. All of the deferred revenue presented in the condensed consolidated balance sheets represents contract liabilities resulting from advance cash receipts from customers or amounts billed in advance to customers from the sale of services. Changes in deferred revenue are due to our performance under the contract as well as to cash received from new contracts for which services have not been provided.
The changes in our contract liabilities are as follows (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Beginning of period balance $ 13,656 $ 12,102 $ 12,529 $ 10,498
Revenue deferred in period 3,648 2,173 7,449 5,693
Revenue recognized from amounts included in contract liabilities ( 2,285 ) ( 2,738 ) ( 4,959 ) ( 4,654 )
End of period balance $ 15,019 $ 11,537 $ 15,019 $ 11,537
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
The revenue recognized from amounts included in contract liabilities primarily relates to prepayment contracts with customers as well as payments of activation fees.
Note 4. Accounts Receivable, Net
The components of accounts receivable, net are as follows (in thousands):
June 30,
2021 December 31,
2020
Accounts receivable $ 97,529 $ 89,502
Allowance for credit losses ( 3,573 ) ( 4,696 )
Allowance for product returns ( 1,344 ) ( 1,480 )
Accounts receivable, net $ 92,612 $ 83,326
For the three and six months ended June 30, 2021, we recorded a provision for credit losses of $ 0.1 million and $ 0.2 million on our accounts receivable, respectively. For the three months ended June 30, 2020, we recorded a reduction to the provision for credit losses of $ 0.9 million on our accounts receivable. For the six months ended June 30, 2020, we recorded a provision for credit losses of $ 1.0 million on our accounts receivable.
For the three and six months ended June 30, 2021, we recorded a reserve for product returns of $ 0.5 million and $ 1.1 million, respectively, as compared to $ 0.7 million and $ 1.0 million for the same periods in the prior year. Historically, we have not experienced write-offs for uncollectible accounts or sales returns that have differed significantly from our estimates.
Allowance for Credit Losses - Accounts Receivable
The allowance for credit losses is a valuation account that is deducted from the accounts receivable and notes receivable amortized cost basis (see Note 8) to present the net amount expected to be collected. We estimate the allowance balance by applying the loss-rate method using relevant available information from internal and external sources, including historical write-off activity, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes in economic conditions, such as changes in unemployment rates. We use projected economic conditions over a period no more than twelve months based on data from external sources. For periods beyond the twelve-month reasonable and supportable forecast period, we revert to historical loss information immediately.
The allowance for credit losses is measured on a pooled basis when similar risk characteristics exist. When assessing whether to measure certain financial assets on a pooled basis, we considered various risk characteristics, including the financial asset type, size and the historical or expected credit loss pattern. We identified the following two portfolio segments for our accounts receivable: (i) outstanding accounts receivable balances within Alarm.com and certain subsidiaries and (ii) outstanding accounts receivable balances within all other subsidiaries. There were no changes to our portfolio segments for our accounts receivable during the three and six months ended June 30, 2021, and no changes to our policies or practices that influenced our estimate of expected credit losses for accounts receivable. There were no significant changes in the amount of accounts receivable write-offs during the three and six months ended June 30, 2021, as compared to historical periods other than a partial write-off of $ 0.7 million related to one of our distribution partners' outstanding balance during the six months ended June 30, 2021, upon the distributor being acquired by a third party.
Expected credit losses are estimated over the contractual term of the financial assets and we adjust the term for expected prepayments when appropriate. For the three and six months ended June 30, 2021, we recorded credit loss expense for accounts receivable and notes receivable of $ 0.1 million and less than $ 0.1 million, respectively, in general and administrative expense in our condensed consolidated statements of operations. For the three months ended June 30, 2020, we recorded a reduction of credit loss expense of $ 0.9 million and for the six months ended June 30, 2020, we recorded credit loss expense of $ 0.5 million in general and administrative expense in our condensed consolidated statements of operations. The contractual term excludes expected extensions, renewals and modifications because extension and renewal options are unconditionally cancelable by us. Write-offs of the amortized cost basis are recorded to the allowance for credit losses. Any subsequent recoveries of previously written off balances are recorded as a reduction to credit loss expense.
11
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
The changes in our allowance for credit losses for accounts receivable are as follows (in thousands):
Three Months Ended
June 30, 2021 Three Months Ended
June 30, 2020 Six Months Ended
June 30, 2021 Six Months Ended
June 30, 2020
Alarm.com
and Certain
Subsidiaries All Other
Subsidiaries Alarm.com
and Certain
Subsidiaries All Other
Subsidiaries Alarm.com
and Certain
Subsidiaries All Other
Subsidiaries Alarm.com
and Certain
Subsidiaries All Other
Subsidiaries
Beginning of period balance $ ( 3,670 ) $ ( 242 ) $ ( 4,555 ) $ ( 234 ) $ ( 4,442 ) $ ( 254 ) $ ( 2,500 ) $ ( 84 )
Impact of adopting Topic 326 — — — — — — ( 212 ) ( 155 )
(Provision for) / recovery of expected credit losses ( 111 ) ( 7 ) 935 ( 15 ) ( 147 ) ( 3 ) ( 951 ) ( 14 )
Write-offs 338 118 70 11 1,146 126 113 15
End of period balance $ ( 3,443 ) $ ( 131 ) $ ( 3,550 ) $ ( 238 ) $ ( 3,443 ) $ ( 131 ) $ ( 3,550 ) $ ( 238 )
Note 5. Inventory
The components of inventory are as follows (in thousands):
June 30,
2021 December 31,
2020
Raw materials $ 9,400 $ 9,475
Finished goods 50,211 34,806
Total inventory $ 59,611 $ 44,281
Note 6. Acquisitions
Asset Acquisitions
On March 12, 2020, Alarm.com Incorporated, one of our wholly-owned subsidiaries, acquired certain assets of an unrelated third party. Substantially all of the acquired assets consisted of in-process research and development, or IPR&D. We believe the acquisition of the IPR&D will continue to strengthen our smart intercom capability, including building access security and convenience within the multiple dwelling unit market for residents, guests and deliveries.
In consideration for the purchase of the IPR&D, we paid $ 1.2 million in cash on March 12, 2020, with the remaining $ 0.3 million expected to be paid 18 months following the acquisition date, subject to offset for any indemnification obligations. The $ 1.5 million consideration related to IPR&D was expensed at the time of the asset acquisition and was included in research and development expense in our condensed consolidated statements of operations during the six months ended June 30, 2020 , as the IPR&D had no alternative future use.
On March 31, 2020, Alarm.com Incorporated acquired certain assets of an unrelated third party. Substantially all of the acquired assets consisted of IPR&D. We believe the acquisition of the IPR&D will continue to further our commitment to make significant investments in innovative research and development in the intelligently connected property market to broaden our suite of solutions.
In consideration for the purchase of the IPR&D, we paid $ 2.1 million in cash on March 31, 2020, $ 0.1 million in December 2019 and the remaining $ 0.7 million in April 2021. The $ 2.9 million consideration related to IPR&D was expensed at the time of the asset acquisition and was included in research and development expense in our condensed consolidated statements of operations during the six months ended June 30, 2020 , as the IPR&D had no alternative future use.
Acquisition of a Business - Shooter Detection Systems
On December 14, 2020, Alarm.com Incorporated acquired 100 % of the issued and outstanding ownership interest units of Shooter Detection Systems, LLC, or SDS. SDS provides an indoor gunshot detection solution through the Guardian Indoor Active Shooter Detection System, which uses a combination of acoustic and infrared sensors and proprietary algorithms to detect gunshots and communicate shooting incident details to building occupants and security teams. The acquisition of SDS expands our commercial solutions and helps our partners outfit commercial and enterprise customers with the indoor gunshot detection solution.
12
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
In consideration for the purchase of 100 % of the issued and outstanding ownership interest units of SDS, we paid $ 26.6 million in cash on December 14, 2020. Pursuant to the terms of the unit purchase agreement, following the preliminary determination of the working capital of SDS as of the closing date, the purchase price decreased by $ 0.1 million. The purchase price allocation was finalized during the second quarter of 2021, including the working capital adjustment, resulting in a measurement period adjustment to increase the purchase consideration by $ 0.1 million and to increase goodwill by $ 0.1 million.
The table below sets forth the purchase consideration and the fair value allocation of the tangible and intangible net assets acquired (in thousands):
December 14, 2020
Calculation of Purchase Consideration:
Cash paid, net of working capital adjustment $ 26,577
Total consideration $ 26,577
Tangible and Intangible Net Assets:
Cash $ 311
Accounts receivable 1,179
Inventory 917
Other current assets 240
Property and equipment 77
Operating lease right-of-use assets 384
Other assets 348
Customer relationships 2,362
Developed technology 13,522
Trade name 512
Accounts payable ( 19 )
Accrued expenses ( 111 )
Operating lease current liabilities ( 51 )
Operating lease liabilities ( 333 )
Goodwill 7,239
Total tangible and intangible net assets $ 26,577
Goodwill of $ 7.2 million reflects the value of acquired workforce and synergies we expect to achieve from expanding our commercial solutions through SDS's indoor gunshot detection solution. The goodwill recognized is expected to be deductible for income tax purposes in future periods. We allocate goodwill to reporting units based on expected benefit from synergies and have allocated the goodwill to the Alarm.com segment.
Fair Value of Net Assets Acquired and Intangibles
In accordance with Accounting Standards Codification, or ASC, 805, Business Combinations , SDS constituted a business and the assets and liabilities were recorded at their respective fair values as of December 14, 2020. We developed our estimate of the fair value of intangible net assets using the with-and-without method for customer relationships, the multi-period excess earnings method for the developed technology and the relief-from-royalty method for the trade name.
Customer Relationships
We recorded the customer relationships intangible separately from goodwill based on determination of the length, strength and contractual nature of the relationship that SDS shared with its customers. We valued the single group of customer relationships using the with-and-without method, an income approach. The significant assumptions used in the with-and-without method include estimates about future expected cash flows from customer contracts and the discount rate. We are amortizing the customer relationships, valued at $ 2.4 million, on an attribution basis derived from the discounted cash flows of the model over an estimated useful life of six years .
13
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Developed Technology
Developed technology primarily consists of intellectual property of proprietary software that is marketed for sale. We valued the developed technology by applying the multi-period excess earnings method, an income approach. The significant assumptions used in the multi-period excess earnings method include estimates about future expected cash flows from the developed technology, the obsolescence factor and the discount rate. We are amortizing the SDS developed technology, valued at $ 13.5 million, on an attribution method based on the discounted cash flows of the model over an estimated useful life of seven years .
Trade Name
We valued the trade names acquired using a relief from royalty method. The significant assumptions used in relief from royalty method include future expected cash flows from the trade name, the royalty rate and the discount rate. We are amortizing the trade names, valued at $ 0.5 million, on an attribution basis derived from the discounted cash flows of the model over an estimated useful life of five years .
Note 7. Goodwill and Intangible Assets, Net
The changes in goodwill by reportable segment are outlined below (in thousands):
Alarm.com Other Total
Balance as of January 1, 2021
$ 112,838 $ — $ 112,838
Goodwill acquired — — —
Measurement period adjustment 63 — 63
Balance as of June 30, 2021 $ 112,901 $ — $ 112,901
There were no impairments of goodwill during the three and six months ended June 30, 2021 and 2020.
The following table reflects changes in the net carrying amount of the components of intangible assets (in thousands):
Customer
Relationships Developed
Technology Trade Name Total
Balance as of January 1, 2021
$ 72,670 $ 28,223 $ 2,366 $ 103,259
Amortization ( 6,579 ) ( 1,671 ) ( 272 ) ( 8,522 )
Balance as of June 30, 2021 $ 66,091 $ 26,552 $ 2,094 $ 94,737
We recorded $ 4.3 million and $ 8.5 million of amortization related to our intangible assets for the three and six months ended June 30, 2021, respectively, as compared to $ 4.0 million and $ 8.0 million for the same periods in the prior year. There were no impairments of long-lived intangible assets during the three and six months ended June 30, 2021 and 2020.
14
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
The following tables reflect the weighted average remaining life and carrying value of finite-lived intangible assets (in thousands, except weighted-average remaining life):
June 30, 2021
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Value Weighted-
Average
Remaining Life
(in years)
Customer relationships $ 126,093 $ ( 60,002 ) $ 66,091 8.4
Developed technology 44,064 ( 17,512 ) 26,552 6.9
Trade name 3,815 ( 1,721 ) 2,094 3.6
Other 234 ( 234 ) — 0.0
Total intangible assets $ 174,206 $ ( 79,469 ) $ 94,737
December 31, 2020
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Value Weighted-
Average
Remaining Life
(in years)
Customer relationships $ 126,093 $ ( 53,423 ) $ 72,670 8.8
Developed technology 44,064 ( 15,841 ) 28,223 7.3
Trade name 3,815 ( 1,449 ) 2,366 4.0
Other 234 ( 234 ) — 0.0
Total intangible assets $ 174,206 $ ( 70,947 ) $ 103,259
Note 8. Other Assets
Purchases of Patents and Patent Licenses
From time to time, we enter into agreements to purchase patents or patent licenses. The carrying value, net of amortization, of our purchased patents and patent licenses was $ 2.5 million and $ 2.9 million as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021 and December 31, 2020, $ 0.7 million of patent costs were included in other current assets and $ 1.8 million and $ 2.2 million of patent costs were included in other assets, respectively. We have $ 7.0 million of historical cost in purchased patents and patent licenses as of June 30, 2021. We are amortizing the patent costs over the estimated useful lives of the patents, which range from three years to eighteen years . Patent cost amortization of $ 0.1 million and $ 0.2 million was included in cost of SaaS and license revenue in our condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, respectively. Patent cost amortization of $ 0.1 million was included in amortization and depreciation in our condensed consolidated statements of operations for each of the three and six months ended June 30, 2021 and 2020.
Loan to a Distribution Partner
In September 2016, we entered into dealer and loan agreements with a distribution partner. The dealer agreement enables the distribution partner to resell our SaaS services and hardware to their subscribers. Under the loan agreements, we agreed to loan the distribution partner up to $ 4.0 million, collateralized by all assets owned by the distribution partner. The advance period for the loan was amended in August 2017 to begin each year on September 1 and end each year on December 31. Interest on the outstanding principal accrued at a rate per annum equal to the greater of 6.0 % or LIBOR, plus 4.0 %, as determined on the first date of each annual advance period. The repayment of principal and accrued interest was due in three installments beginning in July and ending in August following the advance period. The maturity date of the loan was August 31, 2019; however, the borrower had the option to extend the term of the loan for two successive terms of one year each.
In May 2018, the loan agreement with our distribution partner was amended to convert the entire $ 4.0 million note receivable outstanding into a $ 4.0 million term loan. The term loan had a maturity date of July 31, 2022 and required annual principal repayments of $ 1.0 million on July 31 of each year, commencing on July 31, 2019. The term loan also required monthly interest payments, with interest accruing on the outstanding principal balance at a rate per annum equal to 6.0 % through June 30, 2018 and a rate per annum equal to the LIBOR rate on the first of any interest period plus 7.0 % beginning on July 1, 2018.
15
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
In April 2017, we entered into a subordinated credit agreement with an affiliated entity of the distribution partner and loaned the affiliated entity $ 3.0 million, with a maturity date of November 21, 2022. Interest on the outstanding principal balance accrued at a rate of 8.5 % per annum and required monthly interest payments.
In June 2020, we amended the term loan with our distribution partner and also amended the subordinated credit agreement with the affiliated entity of the distribution partner. At the time of the amended term loan and subordinated credit agreement in June 2020, the outstanding balance of the term loan was $ 3.0 million and the outstanding balance of the subordinated credit agreement was $ 3.0 million. Under the amended terms, the distribution partner paid us $ 2.0 million in principal for the term loan on June 9, 2020 and the remaining $ 1.0 million was transferred to the amended subordinated credit agreement with the affiliated entity of the distribution partner.
The amended subordinated credit agreement with the affiliated entity of the distribution partner matures on September 9, 2025 and interest on the outstanding principal balance accrues at a rate of 9.0 % per annum and is payable in kind. As of June 30, 2021 and December 31, 2020, $ 4.4 million and $ 4.2 million of the notes receivable balance related to the subordinated credit agreement was included in other assets in our condensed consolidated balance sheets, respectively.
For the three and six months ended June 30, 2021, we recognized $ 0.9 million and $ 1.6 million of revenue from the distribution partners associated with these loans, respectively, as compared to $ 0.9 million and $ 1.3 million for the same periods in the prior year.
Loans to Service Provider Partners
In July 2020, we entered into a loan agreement with a service provider partner, under which we agreed to loan the service provider partner up to $ 2.5 million, collateralized by the assets of the service provider partner. Interest on the outstanding principal accrues at a rate per annum equal to 9.0 % and monthly interest and principal payments began in April 2021. The maturity date of the loan is July 24, 2025. As of each of June 30, 2021 and December 31, 2020, $ 1.2 million of principal was outstanding from the service provider partner under the loan agreement.
For the three and six months ended June 30, 2021 and 2020, we recognized less than $ 0.1 million and $ 0.1 million of revenue from the service provider partner associated with this loan, respectively.
Investment in a Hardware Supplier
In October 2018, we entered into a subordinate convertible promissory note with one of our hardware suppliers. In July 2019, we converted the outstanding notes receivable balance of $ 5.6 million into 9,520,832 shares of Series B preferred stock in the hardware supplier. We concluded that the $ 5.6 million equity investment, which is included in the Alarm.com segment, does not meet the criteria for consolidation and will be accounted for using the measurement alternative. Under the alternative, we measure investments without readily determinable fair values at cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments. As of June 30, 2021 and December 31, 2020, our investment in the hardware supplier was $ 5.6 million.
Investment in a Technology Partner
In December 2016, we paid $ 0.3 million for a convertible promissory note with a technology partner. In April 2018, the $ 0.3 million convertible promissory note converted into 135,135 shares of Series A-1 Preferred Stock. At the time of conversion, we determined there was no value related to the Series A-1 Preferred Stock. Based on observable price changes from orderly transactions for similar investments, we increased the amount of our investment by $ 0.7 million and recorded a gain within o ther income, net, in our consolidate d statements of operations during the year ended December 31, 2020.
In February 2021, we paid $ 5.0 million in cash to purchase 1,000,000 shares of Series B-2 Preferred Stock from the same technology partner as part of a financing round that included other investors. The $ 5.0 million equity investment, which is included in the Alarm.com segment, does not meet the criteria for consolidation and is accounted for using the measurement alternative. Under the alternative, we measure investments without readily determinable fair values at cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments.
As of June 30, 2021 and December 31, 2020, our investment in the technology partner was $ 5.7 million and $ 0.7 million, respectively.
16
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Allowance for Credit Losses - Notes Receivable
We identified the following two portfolio segments for our notes receivable: (i) loan receivables and (ii) hardware financing receivables. There were no changes to our portfolio segments for our notes receivable during the three and six months ended June 30, 2021, and no changes to our policies or practices involving the issuance of notes receivable, customer acquisitions or any other factors that influenced our estimate of expected credit losses for notes receivable.
We do not accrue interest on notes receivable that are considered impaired or are 90 days or greater past due based on their contractual payment terms. Notes receivable that are 90 days or greater past due are placed on nonaccrual status. Notes receivable may be placed on nonaccrual status earlier if, in management’s opinion, a timely collection of the full principal and interest becomes uncertain. After a note receivable has been placed on nonaccrual status, interest will be recognized when cash is received. A note receivable may be returned to accrual status after all of the customer’s delinquent balances of principal and interest have been settled, and collection of all remaining contractual amounts due is reasonably assured. We have elected not to measure an allowance for credit losses for accrued interest receivables . We write-off any accrued interest on notes receivable that are considered impaired or are 90 days or greater past due based on their contractual payment terms by reversing interest income. The accrued interest receivable as of each of June 30, 2021 and December 31, 2020 was less than $ 0.1 million, and is reflected in other current assets within our condensed consolidated balance sheets and excluded from the amortized cost basis of the notes receivable . We did not write-off any accrued interest receivable during the three and six months ended June 30, 2021 and 2020.
There were no purchases or sales of financial assets during the three and six months ended June 30, 2021 and 2020. There were no significant changes in the amount of note receivable write-offs during the three and six months ended June 30, 2021, as compared to historical periods.
The changes in our allowance for credit losses for notes receivable are as follows (in thousands):
Three Months Ended
June 30, 2021 Three Months Ended
June 30, 2020 Six Months Ended
June 30, 2021 Six Months Ended
June 30, 2020
Loan
Receivables Hardware
Financing
Receivables Loan
Receivables Hardware
Financing
Receivables Loan
Receivables Hardware
Financing
Receivables Loan
Receivables Hardware
Financing
Receivables
Beginning of period balance $ ( 73 ) $ ( 5 ) $ ( 87 ) $ ( 29 ) $ ( 73 ) $ ( 16 ) $ — $ ( 16 )
Impact of adopting Topic 326 — — — — — — ( 434 ) ( 15 )
(Provision for) / recovery of expected credit losses ( 1 ) 1 41 ( 8 ) ( 1 ) 12 388 ( 6 )
Write-offs — — — — — — — —
End of period balance $ ( 74 ) $ ( 4 ) $ ( 46 ) $ ( 37 ) $ ( 74 ) $ ( 4 ) $ ( 46 ) $ ( 37 )
17
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
We manage our notes receivables using delinquency as a key credit quality indicator. The following tables reflect the current and delinquent notes receivable by class of financing receivables and by year of origination (in thousands):
June 30, 2021
Loan Receivables: 2021 2020 2019 2018 2017 Prior Total
Current $ — $ 1,180 $ 12 $ — $ 4,399 $ — $ 5,591
30-59 days past due — — — — — — —
60-89 days past due — — — — — — —
90-119 days past due — — — — — — —
120+ days past due — — — — — — —
Total $ — $ 1,180 $ 12 $ — $ 4,399 $ — $ 5,591
Hardware Financing Receivables:
Current $ — $ — $ 38 $ — $ — $ — $ 38
30-59 days past due — — — — — — —
60-89 days past due — — 35 33 — — 68
90-119 days past due — — — — — — —
120+ days past due — — — — — — —
Total $ — $ — $ 73 $ 33 $ — $ — $ 106
December 31, 2020
Loan Receivables: 2020 2019 2018 2017 2016 Prior Total
Current $ 1,200 $ 17 $ — $ 4,207 $ — $ — $ 5,424
30-59 days past due — — — — — — —
60-89 days past due — — — — — — —
90-119 days past due — — — — — — —
120+ days past due — — — — — — —
Total $ 1,200 $ 17 $ — $ 4,207 $ — $ — $ 5,424
Hardware Financing Receivables:
Current $ — $ 67 $ 49 $ — $ — $ — $ 116
30-59 days past due — — — 2 — — 2
60-89 days past due — 57 27 — — — 84
90-119 days past due — — — — — — —
120+ days past due — — — 9 — — 9
Total $ — $ 124 $ 76 $ 11 $ — $ — $ 211
The amortized cost of notes receivables placed on nonaccrual status is as follows (in thousands):
June 30, 2021 December 31, 2020
Loan receivables $ — $ —
Hardware financing receivables — 9
Total $ — $ 9
18
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
During the three and six months ended June 30, 2021 and 2020, there was no interest income recognized related to notes receivables that were in nonaccrual status.
As of June 30, 2021 and December 31, 2020, there were no notes receivables placed in nonaccrual status for which there was not a related allowance for credit losses. As of June 30, 2021 and December 31, 2020, there were no notes receivables that were 90 days or greater past due for which we continued to accrue interest income.
Prepaid Expenses
As of June 30, 2021 and December 31, 2020, $ 12.0 million and $ 8.4 million of prepaid expenses were included in other current assets, respectively, primarily related to software licenses and for long lead-time parts related to our inventory.
Note 9. Fair Value Measurements
The following tables present our assets and liabilities measured at fair value on a recurring basis (in thousands):
Fair Value Measurements on a Recurring Basis as of
June 30, 2021
Fair value measurements in: Level 1 Level 2 Level 3 Total
Assets:
Money market accounts $ 637,048 $ — $ — $ 637,048
Total $ 637,048 $ — $ — $ 637,048
Fair Value Measurements on a Recurring Basis as of
December 31, 2020
Fair value measurements in: Level 1 Level 2 Level 3 Total
Assets:
Money market accounts $ 221,407 $ — $ — $ 221,407
Total $ 221,407 $ — $ — $ 221,407
The following table summarizes the change in fair value of the Level 3 liabilities for contingent consideration liabilities from acquisitions with significant unobservable inputs (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Beginning of period balance $ — $ 2,027 $ — $ 2,595
Changes in fair value included in earnings — ( 1,721 ) — ( 2,289 )
End of period balance $ — $ 306 $ — $ 306
The money market accounts are included in our cash and cash equivalents in our condensed consolidated balance sheets. Our money market assets are valued using quoted prices in active markets. See Note 12 for the carrying amount and estimated fair value of our convertible senior notes as of June 30, 2021.
The contingent consideration liability consisted of the potential earn-out payment related to our acquisition of 85 % of the issued and outstanding capital stock of OpenEye on October 21, 2019. The earn-out payment was contingent on the satisfaction of certain calendar 2020 revenue targets and had a maximum potential payment of up to $ 11.0 million. During parts of 2019 and 2020, we accounted for the contingent consideration using fair value and established a liability for the future earn-out payment based on an estimation of revenue attributable to perpetual licenses and subscription licenses over the 2020 calendar year. The contingent consideration liability was valued with significant unobservable inputs, including the revenue volatility and the discount rate. Selecting another revenue volatility or discount rate within an acceptable range would not have resulted in a significant change to the fair value of the contingent consideration liability. As of October 21, 2019, the fair value of the liability was $ 2.8 million. At each reporting date until December 31, 2020, we remeasured the liability, using the same valuation approach. Changes in the fair value resulting from information that existed subsequent to the acquisition date were recorded in general and administrative expense in our condensed consolidated statements of operations. As of December 31, 2020, the 2020 revenue targets were not met and the fair value of the contingent consideration related to the potential earn-out payment decreased to zero as compared to the initial liability recorded at the acquisition date, primarily due to OpenEye's 2020 actual revenue being less than the projected revenue.
19
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. There were no transfers in or out of Level 3 during the three and six months ended June 30, 2021 and 2020. We also monitor the value of the investments for other-than-temporary impairment on a quarterly basis. No other-than-temporary impairments occurred during the three and six months ended June 30, 2021 and 2020.
Note 10. Leases
We lease office space, data centers and office equipment under non-cancelable operating leases with various expiration dates through 2026. In August 2014, we signed a lease for office space in Tysons, Virginia, where we relocated our headquarters to in February 2016. We have subsequently entered into amendments to this lease from 2015 to 2020 to provide us with additional office space. The lease term ends in 2026, includes a five-year renewal option and a cumulative tenant improvement allowance of $ 11.8 million.
Supplemental information related to leases is presented in the table below (in thousands, except weighted-average term and discount rate):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Operating lease cost $ 2,357 $ 2,188 $ 4,695 $ 4,233
Cash paid for amounts included in the measurement of operating lease liabilities 2,905 2,469 5,677 4,728
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 791 625 1,015 6,647
June 30,
2021 December 31,
2020
Weighted-average remaining lease term — operating leases 4.6 years 4.9 years
Weighted-average discount rate — operating leases 3.6 % 3.6 %
Maturities of lease liabilities are as follows (in thousands):
Year Ended December 31, Operating Leases (1)
Remainder of 2021 $ 5,994
2022 10,727
2023 9,952
2024 8,625
2025 7,535
2026 and thereafter 4,769
Total lease payments 47,602
Less: imputed interest (2)
3,779
Present value of lease liabilities $ 43,823
_______________
(1) Operating lease payments exclude $ 2.6 million of legally binding minimum lease payments for leases executed but not yet commenced and includes $ 1.0 million for options to extend lease terms that were reasonably certain of being exercised.
(2) Imputed interest was calculated using the incremental borrowing rate applicable for each lease.
We did no t have any finance leases or subleases as of June 30, 2021 or December 31, 2020. Our lease agreements do not contain any material residual value guarantees, restrictive covenants or variable lease payments. Short-term lease costs were immaterial for the three and six months ended June 30, 2021 and 2020.
20
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Note 11. Liabilities
The components of accounts payable, accrued expenses and other current liabilities are as follows (in thousands):
June 30,
2021 December 31,
2020
Accounts payable $ 50,253 $ 38,163
Accrued expenses 13,024 11,449
Other current liabilities 4,861 4,315
Accounts payable, accrued expenses and other current liabilities $ 68,138 $ 53,927
The components of other liabilities are as follows (in thousands):
June 30,
2021 December 31,
2020
Holdback liability from acquisitions $ 1,500 $ 1,500
Other liabilities 7,050 5,311
Other liabilities $ 8,550 $ 6,811
Note 12. Debt, Commitments and Contingencies
The debt, commitments and contingencies described below would require us, or our subsidiaries, to make payments to third parties under certain circumstances.
Convertible Senior Notes
On January 20, 2021, we issued $ 500.0 million aggregate principal amount of 0 % convertible senior notes due January 15, 2026 in a private placement to qualified institutional buyers, or the 2026 Notes. The terms of the 2026 Notes are governed by an Indenture, or the Indenture, by and between Alarm.com Holdings, Inc. and U.S. Bank National Association, as trustee. The 2026 Notes are senior unsecured obligations that do not bear regular interest and the principal amount of the 2026 Notes will not accrete. The 2026 Notes may bear special interest under specified circumstances related to our failure to comply with our reporting obligations under the Indenture. Special interest, if any, will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2021. We received proceeds from the issuance of the 2026 Notes of $ 484.3 million, net of $ 15.7 million of transaction fees and other debt issuance costs.
We may not redeem the 2026 Notes prior to January 20, 2024. We may redeem for cash, all or any portion of the 2026 Notes, at our option, on or after January 20, 2024, at a redemption price equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, if the last reported sale price of our common stock has been at least 130 % of the conversion price for the 2026 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. No sinking fund is provided for the 2026 Notes.
The 2026 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 15, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the 2026 Notes on each applicable trading day; (2) during the five business day period immediately after any 10 consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of 2026 Notes for such trading day was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate for the 2026 Notes on each such trading day; (3) if we call any or all of the 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2026 Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture.
On or after August 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2026 Notes, holders of the 2026 Notes may convert all or any portion of their 2026 Notes at any time, regardless of the foregoing conditions. Upon conversion, we may satisfy our conversion obligation by paying or delivering, as the
21
ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. It is our current intent to settle the principal amount of the 2026 Notes with cash. The initial conversion rate for the 2026 Notes is 6.7939 shares of our common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of $ 147.19 per share of our common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the 2026 Notes or if we deliver a notice of redemption in respect of the 2026 Notes, we will, under certain circumstances, increase the conversion rate of the 2026 Notes for a holder who elects to convert its 2026 Notes (or any portion thereof) in connection with such a corporate event or convert its 2026 Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be.
If we undergo a fundamental change (as defined in the Indenture), subject to certain exceptions and except as described in the Indenture, holders may require us to repurchase for cash all or any portion of their 2026 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the 2026 Notes become automatically due and payable.
We used some of the proceeds to repay the $ 110.0 million outstanding principal balance under our credit facility and also used some of the proceeds to pay accrued interest, fees and expenses related to our credit facility (see the section titled "2017 Facility" below). We are using the remaining net proceeds from the issuance of the 2026 Notes for working capital and other general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies.
In accounting for the transaction, the 2026 Notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component was recorded in additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount is amortized to interest expense over the contractual term of the 2026 Notes at an effective interest rate of 4.0 %.
In accounting for the debt issuance costs of $ 15.7 million related to the 2026 Notes, we allocated the total amount incurred to the liability and equity components of the 2026 Notes based on their relative values. Issuance costs attributable to the liability component were $ 13.3 million and will be amortized to interest expense using the effective interest method over the contractual term of the 2026 Notes. Issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital.
As of June 30, 2021, the fair value of our 2026 Notes was $ 467.1 million. The fair value was determined based on the quoted price of the 2026 Notes in an inactive market on the last traded day of the quarter and has been classified as Level 2 in the fair value hierarchy. Based on the closing price of our common stock of $ 84.70 on the last trading day of the quarter, the if-converted value of the 2026 Notes did not exceed the principal amount of $ 500.0 million as of June 30, 2021.
The net carrying amount of the liability component of the 2026 Notes is as follows (in thousands):
June 30,
2021 December 31,
2020
Principal $ 500,000 $ —
Unamortized debt discount ( 70,794 ) —
Unamortized debt issuance costs ( 12,285 ) —
Net carrying amount $ 416,921 $ —
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
The net carrying amount of the equity component of the 2026 Notes is as follows (in thousands):
June 30,
2021 December 31,
2020
Debt discount for conversion option $ 77,199 $ —
Debt issuance costs ( 2,424 ) —
Net carrying amount $ 74,775 $ —
Interest expense related to the 2026 Notes is as follows (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Amortization of debt discount $ 3,592 $ — $ 6,404 $ —
Amortization of debt issuance costs 557 — 989 —
Total interest expense $ 4,149 $ — $ 7,393 $ —
The difference between the book and tax treatment of the debt discount and debt issuance costs of the 2026 Notes resulted in a difference between the carrying amount and tax basis of the 2026 Notes. This taxable temporary difference resulted in the recognition of a $ 18.3 million net deferred tax liability which was recorded as an adjustment to additional paid-in capital during the three months ended March 31, 2021.
2017 Facility
On October 6, 2017, we entered into a $ 125.0 million senior secured revolving credit facility, or the 2017 Facility, with Silicon Valley Bank, or SVB, as administrative agent, PNC Bank, National Association, as documentation agent, and a syndicate of lenders. Upon entry into the 2017 Facility, we borrowed $ 72.0 million, which was used to repay the previously outstanding balance under our previous credit facility. The 2017 Facility was set to mature in October 2022 and included an option to further increase the borrowing capacity to $ 175.0 million with the consent of the lenders. Costs incurred in connection with the 2017 Facility were capitalized and were being amortized as interest expense over the term of the 2017 Facility. The 2017 Facility was secured by substantially all of our assets, including our intellectual property. On March 25, 2020, we borrowed $ 50.0 million under the 2017 Facility as a precautionary measure in order to provide financial flexibility in light of current uncertainty in the financial markets resulting from the COVID-19 pandemic. On January 20, 2021, we repaid the entire outstanding principal balance of $ 110.0 million of the 2017 Facility with proceeds from the 2026 Notes. The 2017 Facility was terminated on January 20, 2021 and we recognized an extinguishment loss of $ 0.2 million in other income / (expense), net in our condensed consolidated statements of operations during the six months ended June 30, 2021 for previously capitalized debt issuance costs related to the 2017 Facility that were unamortized at the time of the termination of the 2017 Facility.
The outstanding principal balance on the 2017 Facility accrued interest at a rate equal to, at our option, either (1) LIBOR, plus an applicable margin based on our consolidated leverage ratio, or (2) the highest of (a) the Wall Street Journal prime rate, (b) the Federal Funds rate plus 0.50 %, or (c) LIBOR plus 1.00 % plus an applicable margin based on our consolidated leverage ratio. During 2021 until the termination of the 2017 Facility on January 20, 2021, we elected for the outstanding principal balance to accrue interest at LIBOR plus 1.50 %, LIBOR plus 1.75 %, LIBOR plus 2.00 %, and LIBOR plus 2.50 % when our consolidated leverage ratio is less than 1.00 :1.00, greater than or equal to 1.00 :1.00 but less than 2.00 :1.00, greater than or equal to 2.00 :1.00 but less than 3.00 :1.00 and greater than or equal to 3.00 :1.00, respectively. The 2017 Facility also carried an unused line commitment fee of 0.20 %. For the six months ended June 30, 2020, the effective interest rate on the 2017 Facility was 3.42 %.
The carrying value of the 2017 Facility was zero and $ 110.0 million as of June 30, 2021 and December 31, 2020, respectively. The 2017 Facility included a variable interest rate that approximated market rates and, as such, we classified the liability as Level 2 within the fair value hierarchy and determined that the carrying amount of the 2017 Facility approximated its fair value as of December 31, 2020.
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Commitments and Contingencies
Contingent Consideration
On October 21, 2019, we acquired 85 % of the issued and outstanding capital stock of OpenEye. Certain stockholders of OpenEye had the right to receive an earn-out payment of up to an additional $ 11.0 million based upon satisfaction of certain calendar 2020 revenue targets. At October 21, 2019, the fair value of the contingent consideration liability was $ 2.8 million. At each reporting date until December 31, 2020, we remeasured the liability, using the same valuation approach. Changes in the fair value resulting from information that existed subsequent to the acquisition date were recorded in the condensed consolidated statements of operations. As of December 31, 2020, the 2020 revenue targets were not met and the fair value of the contingent consideration related to the potential earn-out payment decreased to zero as compared to the initial liability recorded at the acquisition date, primarily due to OpenEye's 2020 actual revenue being less than the projected revenue (see Note 9).
Indemnification Agreements
We have various agreements that may obligate us to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business. Although we cannot predict the maximum potential amount of future payments that may become due under these indemnification agreements, we do not believe any potential liability that might arise from such indemnity provisions is probable or material.
Legal Proceedings
On June 2, 2015, Vivint, Inc., or Vivint, filed a lawsuit against us in U.S. District Court, District of Utah, alleging that our technology directly and indirectly infringes six patents that Vivint purchased. Vivint is seeking permanent injunctions, enhanced damages and attorneys' fees. We answered the complaint on July 23, 2015. Among other things, we asserted defenses based on non-infringement and invalidity of the patents in question. On August 19, 2016, the U.S. District Court, District of Utah stayed the litigation pending inter partes review by the U.S. Patent Trial and Appeal Board, or PTAB, of five of the patents in suit. In March 2017, the PTAB issued final written decisions relating to two patents finding all challenged claims unpatentable. In May 2017, the PTAB issued final written decisions relating to the remaining three patents that found certain claims unpatentable, while certain other claims were not found to be unpatentable. Vivint appealed the decisions to the U.S. Court of Appeals for the Federal Circuit, or the Federal Circuit, and we cross-appealed. In July 2018, the Federal Circuit issued orders affirming the PTAB’s March 2017 decisions that invalidated all challenged claims of two patents. The U.S. District Court, District of Utah lifted the stay on the litigation on June 26, 2017, with Vivint proceeding with its case on four of the six patents in its complaint. No trial date has been set. In September 2017, the U.S. Patent and Trademark Office, or PTO, ordered ex parte reexaminations of certain claims of two of the remaining patents in suit, at our request. On October 30, 2018 and November 5, 2018, the PTO issued final office actions in the pending reexaminations rejecting all claims being examined as unpatentable over the prior art. Nine claims asserted in the litigation were found unpatentable in the PTO rejections. Vivint appealed these rejections to the PTAB on March 29, 2019 and April 4, 2019. The PTAB issued decisions affirming the rejections on February 28, 2020 and May 4, 2020. Vivint appealed these decisions to the Federal Circuit on July 1, 2020 and April 26, 2021. On December 20, 2018, the Federal Circuit issued an order regarding the inter partes review of three of the remaining patents in suit that vacated, reversed and remanded the PTAB’s ruling with regard to the construction of a term (“communication device identification code”) as requested by Alarm.com and affirmed the PTAB’s May 2017 rulings invalidating certain of the Vivint patents in all other respects. On July 24, 2019, the PTAB issued further decisions with respect to two of the remaining patents in suit, finding additional claims unpatentable in view of the Federal Circuit’s December 20, 2018 decision. One of the claims asserted in the litigation was found unpatentable in the July 14, 2019 decisions. Vivint appealed the July 24, 2019 decisions to the Federal Circuit on September 25, 2019. On April 13, 2021, the Federal Circuit affirmed the PTAB decisions. On February 12, 2021, we filed an action in U.S. District Court, Eastern District of Virginia challenging the refusal by the PTO to proceed with additional reexaminations of the remaining patent claims asserted in the lawsuit. The U.S. District Court, Eastern District of Virginia granted the PTO’s motion to dismiss the case for lack of jurisdiction on June 22, 2021. We appealed the dismissal to the Federal Circuit on June 24, 2021.
Should Vivint prevail in proving Alarm.com infringes one or more of its patent claims, we could be required to pay damages of Vivint’s lost profits and/or a reasonable royalty for sales of our solution. Since all remaining patent claims in the litigation have expired, Vivint shall not be entitled to injunctive relief as a remedy in this matter. While we believe we have valid defenses to Vivint’s claims, any of these outcomes could result in a material adverse effect on our business. Based on currently available information, we have determined a loss is not probable or reasonably estimable at this time.
On October 22, 2019, EcoFactor, Inc., or EcoFactor, filed a complaint with the U.S. International Trade Commission, or ITC, naming Alarm.com Incorporated and Alarm.com Holdings, Inc., among others, as proposed respondents. The complaint alleges that Alarm.com’s smart thermostats infringe three U.S. patents owned by EcoFactor. EcoFactor is seeking a permanent limited exclusion order and permanent cease and desist order. On November 22, 2019, the ITC instituted an investigation into EcoFactor’s allegations naming Alarm.com Incorporated, Alarm.com Holdings, Inc. and others as respondents. We answered the complaint on December 19, 2019. Among other things, we asserted defenses based on non-infringement and invalidity of the
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
patents in question. An evidentiary hearing was held in November 2020. On April 20, 2021, the administrative law judge presiding over the investigation issued a final initial determination finding in favor of Alarm.com. On July 20, 2021, the ITC commissioners issued a decision affirming the ruling in favor of Alarm.com and terminated the investigation.
On November 11, 2019, EcoFactor filed a lawsuit against us in U.S. District Court, District of Massachusetts, alleging infringement of the same three patents asserted against us in the ITC. EcoFactor is seeking permanent injunctions, enhanced damages and attorneys' fees. On December 26, 2019, the court issued an order staying the lawsuit pending the conclusion of the related ITC investigation.
On May 26, 2020, EcoFactor filed a second lawsuit against us in U.S. District Court, District of Massachusetts, alleging Alarm.com’s products and services infringe four additional U.S. patents owned by EcoFactor. EcoFactor is seeking permanent injunctions, enhanced damages and attorneys' fees. On March 9, 2021, the PTO ordered ex parte reexamination of one of the patents asserted in the lawsuit, at Alarm.com’s request. On May 10, 2021, the PTAB instituted inter partes review of the same patent and subsequently stayed the ex parte reexamination pending the conclusion of its review. On May 13, 2021, the court issued an order staying the lawsuit until September 3, 2021 in light of the related ITC investigation.
Should EcoFactor prevail in its district court lawsuits we could be required to pay damages and/or a reasonable royalty for sales of our solution, we could be enjoined from making, using and selling our solution if a license or other right to continue selling such elements is not made available to us, and we could be required to pay ongoing royalties and comply with unfavorable terms if such a license is made available to us. While we believe we have valid defenses to EcoFactor’s claims, the outcome of these legal claims cannot be predicted with certainty and any of these outcomes could result in an adverse effect on our business. Based on currently available information, we have determined a loss is not probable or reasonably estimable at this time.
On July 22, 2021, Causam Enterprises, Inc., or Causam, filed a lawsuit against us in U.S. District Court, Western District of Texas, alleging that Alarm.com’s smart thermostats infringe four U.S. patents owned by Causam. Causam is seeking preliminary and permanent injunctions, enhanced damages and attorneys’ fees. Our response is due on September 13, 2021.
On July 28, 2021, Causam filed a complaint with the ITC naming Alarm.com Incorporated, Alarm.com Holdings, Inc., and EnergyHub, Inc., among others, as proposed respondents. The complaint alleges infringement of the same four patents Causam asserted in district court. Causam is seeking a permanent limited exclusion order and permanent cease and desist order. The ITC has not yet instituted an investigation into the allegations.
Should Causam prevail in an ITC investigation, Alarm.com thermostats manufactured abroad could be excluded from importation into the United States. Should Causam prevail in its district court lawsuit we could be required to pay damages and/or a reasonable royalty for sales of our solution, we could be enjoined from making, using and selling our solution if a license or other right to continue selling such elements is not made available to us, and we could be required to pay ongoing royalties and comply with unfavorable terms if such a license is made available to us. While we believe we have valid defenses to Causam’s claims, the outcome of these legal claims cannot be predicted with certainty, and any of these outcomes could result in an adverse effect on our business. Based on currently available information, we have determined a loss is not probable or reasonably estimable at this time.
In addition to the matters described above, we may be required to provide indemnification to certain of our service provider partners for certain claims regarding our solutions. For example, we are incurring costs associated with the indemnification of our service provider ADT, LLC in ongoing patent infringement suits.
On July 13, 2016, Applied Capital, Inc., or Applied Capital, filed a lawsuit against ADT, LLC, the ADT Corporation, and Icontrol Networks, Inc. in U.S. District Court, the District of New Mexico. Applied Capital, Inc v. The ADT Corporation et al., D. New Mexico Case No. 1-16-cv-00815. Icontrol was dismissed without prejudice on May 22, 2017. Applied Capital alleges that ADT’s sales of ADT Pulse directly and indirectly infringes U.S. Patent Nos. 8,378,817 and 9,728,082, which were allegedly purchased by Applied Capital. Applied Capital is seeking damages and attorneys’ fees. ADT answered Applied Capital’s amended complaint on July 16, 2018. Among other things, ADT has asserted defenses based on non-infringement and invalidity of the patents-in-suit. On April 5, 2019, Applied Capital filed a lawsuit for breach of contract against Rodney Fox, the inventor of the patents-in-suit, in the Second Judicial District Court, County of Bernalillo in New Mexico State Court (No. D-202-CV-2019-02841). Mr. Fox counterclaimed, alleging that he is the rightful owner of the patents-in-suit. Based on the dispute of ownership, on October 15, 2019, ADT filed a motion to stay in this matter pending its resolution. Applied Capital and Mr. Fox reached settlement and stipulated to dismissal of the New Mexico State Court action on October 31, 2019. Applied Capital filed its Second Amended Complaint on January 27, 2020 and ADT answered, adding a claim of inequitable conduct, on February 10, 2020. The court issued its claim construction order on August 12, 2019, fact discovery closed on November 12, 2019, expert discovery closed on March 9, 2020, and summary judgment and Daubert motions briefing closed on June 3, 2020. The parties reached settlement and the court dismissed the case on May 27, 2021.
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
On February 25, 2021, Vivint filed a lawsuit against ADT LLC a/k/a ADT LLC of Delaware d/b/a ADT Security Services in U.S. District Court, District of Utah, alleging that ADT Pulse, Control, and Blue each infringe one or more of six patents owned by Vivint. Vivint is seeking damages and attorneys’ fees. Vivint filed an amended complaint on March 24, 2021. ADT answered the amended complaint on April 30, 2021 and asserted defenses based on non-infringement and invalidity of all the patents in question, and inequitable conduct as to one of the patents. On June 25, 2021, ADT filed a motion for judgment on the pleadings seeking judgment in its favor as to five of the six asserted patents on the grounds that the claimed inventions are directed to ineligible subject matter.
Should Vivint prevail on the claims that one or more elements of ADT’s products infringe, we could be required to indemnify ADT for damages in the form of a reasonable royalty or ADT could be enjoined from making, using and selling our solution if a license or other right to continue selling our technology is not made available or we are unable to design around such patents, and required to pay ongoing royalties and comply with unfavorable terms if such a license is made available to us. The outcome of these legal claims cannot be predicted with certainty. We believe there are valid defenses to the claims made by Vivint. Based on currently available information, we have determined a loss is not probable or reasonably estimable at this time.
We may also be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business.
Other than the preceding matters, we are not a party to any lawsuit or proceeding that, in the opinion of management, is reasonably possible or probable of having a material adverse effect on our financial position, results of operations or cash flows. We reserve for contingent liabilities based on ASC 450, " Contingencies ," when it is determined that a liability, inclusive of defense costs, is probable and reasonably estimable. Litigation is subject to many factors that are difficult to predict, so there can be no assurance that, in the event of a material unfavorable result in one or more claims, we will not incur material costs.
Note 13. Stockholders' Equity
Stock Repurchase Program
On November 29, 2018, our board of directors authorized a stock repurchase program, under which we were authorized to purchase up to an aggregate of $ 75.0 million of our outstanding common stock during the two-year period that ended on November 29, 2020. During the three months ended March 31, 2020, we repurchased 147,153 shares of our common stock under this program for $ 5.1 million, which includes applicable commissions and fees. No shares were repurchased under this program during the three months ended June 30, 2020.
On December 3, 2020, our board of directors authorized another stock repurchase program, under which we are authorized to purchase up to an aggregate of $ 100.0 million of our outstanding common stock during the three-year period ending December 3, 2023. No shares of our common stock were repurchased under this program during the three and six months ended June 30, 2021. Additionally, no shares of our common stock were repurchased under this program from December 3, 2020 to December 31, 2020 .
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Note 14. Stock-Based Compensation
Stock-based compensation expense is included in the following line items in the condensed consolidated statements of operations (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Sales and marketing $ 1,235 $ 772 $ 2,043 $ 1,529
General and administrative 3,163 2,097 5,243 3,879
Research and development 5,658 4,226 10,658 8,045
Total stock-based compensation expense $ 10,056 $ 7,095 $ 17,944 $ 13,453
The following table summarizes the components of non-cash stock-based compensation expense (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Stock options and assumed options $ 1,159 $ 1,015 $ 1,776 $ 1,816
Restricted stock units 8,849 6,048 16,073 11,558
Employee stock purchase plan 48 32 95 79
Total stock-based compensation expense $ 10,056 $ 7,095 $ 17,944 $ 13,453
Tax windfall benefit from stock-based awards $ 3,120 $ 1,610 $ 5,680 $ 2,188
We granted an aggregate of 133,700 stock options pursuant to our 2015 Equity Incentive Plan, or the 2015 Plan, during each of the three and six months ended June 30, 2021, as compared to an aggregate of 136,650 and 141,650 stock options for the same periods in the prior year. There were 63,083 and 136,258 stock options exercised during the three and six months ended June 30, 2021, respectively, as compared to 194,443 and 258,191 stock options for the same periods in the prior year. We granted an aggregate of 428,194 and 555,410 restricted stock units during the three and six months ended June 30, 2021, respectively, as compared to an aggregate of 218,344 and 319,072 restricted stock units for the same periods in the prior year. The restricted stock units granted during the three and six months ended June 30, 2021 included 120,314 of performance-based stock awards. There were no performance-based restricted stock units granted during the three and six months ended June 30, 2020. There were 173,553 and 262,923 restricted stock units that vested during the three and six months ended June 30, 2021, respectively, as compared to 64,075 and 87,123 restricted stock units vested during the same periods in the prior year. There were no performance-based restricted stock units that vested during the three months ended June 30, 2021 and there were 20,000 performance-based restricted stock units that vested during the six months ended June 30, 2021. There were no performance-based restricted stock units that vested during the three and six months ended June 30, 2020.
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Note 15. Earnings Per Share
Basic and Diluted Earnings Per Share
The components of basic and diluted earnings per share are as follows (in thousands, except share and per share amounts):
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Net income $ 14,490 $ 16,625 $ 29,040 $ 25,196
Net loss attributable to redeemable noncontrolling interest 255 370 535 606
Net income attributable to common stockholders (A) $ 14,745 $ 16,995 $ 29,575 $ 25,802
Weighted average common shares outstanding — basic (B) 49,808,969 48,792,280 49,686,110 48,758,922
Dilutive effect of stock options and restricted stock units 1,945,423 1,759,352 2,103,833 1,684,604
Weighted average common shares outstanding — diluted (C) 51,754,392 50,551,632 51,789,943 50,443,526
Net income per share:
Basic (A/B) $ 0.30 $ 0.35 $ 0.60 $ 0.53
Diluted (A/C) $ 0.28 $ 0.34 $ 0.57 $ 0.51
The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect:
Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Stock options 133,700 360,032 133,700 360,032
Restricted stock units 149,291 12,965 123,091 105,015
Our redeemable noncontrolling interest relates to our 85 % equity ownership interest in OpenEye. The OpenEye stockholder agreement contains a put option that gives the minority OpenEye stockholders the right to sell their OpenEye shares to us based on the fair value of the shares. The OpenEye stockholder agreement also contains a call option that gives us the right to purchase the remaining OpenEye shares from the minority OpenEye stockholders based on the fair value of the shares. The put and call options can each be exercised beginning in the first quarter of 2023. This redeemable noncontrolling interest is considered temporary equity and we report it between liabilities and stockholders’ equity in the condensed consolidated balance sheets. The amount of the net income or loss attributable to redeemable noncontrolling interests is recorded in the condensed consolidated statements of operations.
Since we expect to settle the principal amount on our outstanding 2026 Notes in cash and any excess in cash or shares of our common stock, we use the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread has a dilutive impact on diluted net income per share of common stock when the average market price of our common stock for a given period exceeds the conversion price of $ 147.19 per share for the 2026 Notes. Based on the initial conversion price and the average market price of our common stock for the three and six months ended June 30, 2021, there was no dilutive effect of the 2026 Notes on our earnings per share during the three and six months ended June 30, 2021.
Note 16. Significant Service Providers
During the three and six months ended June 30, 2021, our 10 largest revenue service provider partners accounted for 48 % and 49 % of our consolidated revenue, respectively, as compared to 46 % and 48 % for the same periods in the prior year. One of our service provider partners within the Alarm.com segment individually represented greater than 10 % but not more than 15 % of our revenue for each of the three and six months ended June 30, 2021. One of our service provider partners within the Alarm.com segment individually represented greater than 15 % but not more than 20 % of our revenue for each of the three and six months ended June 30, 2020.
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Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
One service provider partner in the Alarm.com segment represented more than 10% of accounts receivable as of June 30, 2021. Two service provider partners in the Alarm.com segment represented more than 10% of accounts receivable as of December 31, 2020.
Note 17. Income Taxes
For purposes of interim reporting, our annual effective income tax rate is estimated in accordance with ASC 740-270, "Interim Reporting." This rate is applied to the pre-tax book income of the entities expected to be benefited during the year. Discrete items that impact the tax provision are recorded in the period incurred.
For the three and six months ended June 30, 2021, we recorded a benefit from income taxes of $ 1.7 million and $ 4.7 million, respectively, resulting in an effective income tax rate of ( 13.6 )% and ( 19.1 )% for those periods. For the three and six months ended June 30, 2020, we recorded a benefit from income taxes of $ 2.3 million and $ 1.1 million, respectively, resulting in an effective income tax rate of ( 15.9 )% and ( 4.5 )% for those periods. Our effective tax rates were below the statutory rate primarily due to research and development tax credits claimed, tax windfall benefits from employee stock-based payment transactions and foreign derived intangible income deductions, partially offset by the impact of state taxes, foreign withholding taxes and other nondeductible expenses.
We recognize a valuation allowance if, based on the weight of available evidence, both positive and negative, it is more likely than not that some portion, or all, of net deferred tax assets will not be realized. Due to the uncertainty of realization of certain deferred tax assets acquired in 2017 related to our Canadian net operating losses and research and development tax credits, we established a valuation allowance of $ 0.3 million during the second quarter of 2019, which remained at $ 0.3 million as of June 30, 2021 and December 31, 2020. During 2020, we established a valuation allowance of $ 1.3 million for state research and development tax credit carryforwards, which remained at $ 1.3 million as of June 30, 2021 and December 31, 2020.
We apply guidance for uncertainty in income taxes that requires the application of a more likely than not threshold to the recognition and de-recognition of uncertain tax positions. If the recognition threshold is met, this guidance permits us to recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is more likely than not to be realized upon settlement. We recorded an increase to the unrecognized tax benefits of $ 1.5 million primarily for research and development tax credits claimed during the six months ended June 30, 2021. We recorded unrecognized tax benefits of $ 1.9 million for research and development tax credits claimed during the six months ended June 30, 2020.
As of June 30, 2021 and December 31, 2020, we accrued $ 0.1 million of total interest expense related to unrecognized tax benefits. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense.
Note 18. Segment Information
We have two reportable segments:
• Alarm.com segment
• Other segment
Our chief operating decision maker is our chief executive officer. Management determined the operational data used by the chief operating decision maker is that of the two reportable segments. Management bases strategic goals and decisions on these segments and the data presented below is used to measure financial results.
Our Alarm.com segment represents our cloud-based and Software platforms for the intelligently connected property and related solutions that contributed 95 % of our revenue for each of the three and six months ended June 30, 2021, as compared to 94 % for the same periods in the prior year. Our Other segment is focused on researching, developing and offering residential and commercial automation solutions and energy management products and services in adjacent markets. Inter-segment revenue includes sales of hardware between our segments.
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Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
Management evaluates the performance of its segments and allocates resources to them based on operating income / (loss) as compared to prior periods and current performance levels. The reportable segment operational data is presented in the tables below (in thousands):
Three Months Ended June 30, 2021
Alarm.com Other Intersegment Alarm.com Intersegment Other Total
SaaS and license revenue $ 104,897 $ 8,289 $ — $ — $ 113,186
Hardware and other revenue
74,614 2,908 ( 779 ) ( 1,072 ) 75,671
Total revenue
179,511 11,197 ( 779 ) ( 1,072 ) 188,857
Operating income / (loss)
19,456 ( 2,842 ) 233 ( 122 ) 16,725
Three Months Ended June 30, 2020
Alarm.com Other Intersegment Alarm.com Intersegment Other Total
SaaS and license revenue $ 88,922 $ 6,782 $ — $ — $ 95,704
Hardware and other revenue
44,547 4,926 ( 703 ) ( 2,837 ) 45,933
Total revenue
133,469 11,708 ( 703 ) ( 2,837 ) 141,637
Operating income / (loss)
15,800 ( 609 ) 16 ( 213 ) 14,994
Six Months Ended June 30, 2021
Alarm.com Other Intersegment Alarm.com Intersegment Other Total
SaaS and license revenue $ 206,159 $ 14,410 $ — $ — $ 220,569
Hardware and other revenue
138,884 4,923 ( 1,684 ) ( 1,337 ) 140,786
Total revenue
345,043 19,333 ( 1,684 ) ( 1,337 ) 361,355
Operating income / (loss)
37,163 ( 5,696 ) 387 ( 126 ) 31,728
Six Months Ended June 30, 2020
Alarm.com Other Intersegment Alarm.com Intersegment Other Total
SaaS and license revenue $ 176,334 $ 11,320 $ — $ — $ 187,654
Hardware and other revenue
102,075 10,484 ( 1,564 ) ( 5,073 ) 105,922
Total revenue
278,409 21,804 ( 1,564 ) ( 5,073 ) 293,576
Operating income / (loss)
26,618 ( 1,482 ) 57 ( 332 ) 24,861
Alarm.com Other Intersegment Alarm.com Intersegment Other Total
Assets as of June 30, 2021 $ 1,191,907 $ 26,304 $ ( 61,408 ) $ ( 12 ) $ 1,156,791
Assets as of December 31, 2020 763,925 26,739 ( 58,983 ) 6 731,687
Our SaaS and license revenue for the Alarm.com segment included software license revenue of $ 8.3 million and $ 17.0 million for the three and six months ended June 30, 2021, respectively, as compared to $ 9.8 million and $ 19.5 million for the same periods in the prior year. There was no software license revenue recorded for the Other segment during the three and six months ended June 30, 2021 and 2020.
Depreciation and amortization expense was $ 7.4 million and $ 14.7 million for the Alarm.com segment for the three and six months ended June 30, 2021, respectively, as compared to $ 6.7 million and $ 13.1 million for the same periods in the prior year. Depreciation and amortization expense was $ 0.1 million and $ 0.2 million for the Other segment for the three and six months ended June 30, 2021, respectively, as compared to less than $ 0.1 million for the same periods in the prior year. Additions to property and equipment were $ 2.7 million and $ 6.2 million for the Alarm.com segment for the three and six months ended
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ALARM.COM HOLDINGS, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2021, respectively, as compared to $ 3.9 million and $ 6.5 million for the same periods in the prior year. Additions to property and equipment were $ 0.1 million for the Other segment for each of the three and six months ended June 30, 2021, as compared to $ 0.1 million and $ 0.9 million for the same periods in the prior year.
We derived substantially all revenue from North America for the three and six months ended June 30, 2021 and 2020. Substantially all of our long-lived assets were in North America as of June 30, 2021 and December 31, 2020.
Note 19. Related Party Transactions
Installation Partner
Our installation partner in which we have a 48.2 % ownership interest performs installation services for security service providers and also provides installation services for us and certain of our subsidiaries. We account for this investment using the equity method. As of June 30, 2021 and December 31, 2020, our investment balance in our installation partner was zero . During the three and six months ended June 30, 2021 and 2020, we recorded $ 0.1 million and $ 0.2 million of cost of hardware and other revenue in connection with this installation partner, respectively. As of June 30, 2021 and December 31, 2020, the accounts payable balance to our installation partner was less than $ 0.1 million.
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