Document/ExhibitDescriptionPagesSize
1: 10-K Alarm.Com Holdings, Inc. 10-K 2021 HTML 2.13M
2: EX-3.2 Exhibit 3.2 Amended and Restated Bylaws HTML 254K
3: EX-4.5 Exhibit 4.5 Description of Common Stock HTML 49K
4: EX-10.12 Exhibit 10.12 Eleventh Amendment to Office Lease HTML 97K
5: EX-10.13 Exhibit 10.13 Twelfth Amendment to Office Lease HTML 52K
6: EX-21.1 Exhibit 21.1 Subsidiaries HTML 41K
7: EX-23.1 Exhibit 23.1 Consent HTML 38K
8: EX-31.1 Exhibit 31.1 Certification 12.31.21 HTML 42K
9: EX-31.2 Exhibit 31.2 Certification 12.31.21 HTML 42K
10: EX-32.1 Exhibit 32.1 Certification 12.31.21 HTML 41K
16: R1 Cover Page HTML 104K
17: R2 Audit Information HTML 44K
18: R3 Consolidated Statements of Operations HTML 128K
19: R4 Consolidated Balance Sheets HTML 152K
20: R5 Consolidated Balance Sheets (Parenthetical) HTML 67K
21: R6 Consolidated Statements of Cash Flows HTML 174K
22: R7 Consolidated Statements of Equity HTML 127K
23: R8 Organization HTML 41K
24: R9 Summary of Significant Accounting Policies HTML 127K
25: R10 Revenue from Contracts with Customers HTML 62K
26: R11 Accounts Receivable, Net HTML 60K
27: R12 Inventory HTML 45K
28: R13 Property and Equipment, Net HTML 54K
29: R14 Acquisitions HTML 107K
30: R15 Goodwill and Intangible Assets, Net HTML 100K
31: R16 Other Assets HTML 156K
32: R17 Fair Value Measurements HTML 69K
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36: R21 Stockholders' Equity HTML 48K
37: R22 Stock-Based Compensation HTML 133K
38: R23 Earnings Per Share HTML 64K
39: R24 Significant Service Providers HTML 41K
40: R25 Income Taxes HTML 118K
41: R26 Segment Information HTML 86K
42: R27 Related Party Transactions HTML 43K
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44: R29 Schedule II - Valuation and Qualifying Accounts HTML 71K
and Reserves
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(Policies)
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47: R32 Accounts Receivable, Net (Tables) HTML 73K
48: R33 Inventory (Tables) HTML 46K
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53: R38 Fair Value Measurements (Tables) HTML 65K
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55: R40 Liabilities (Tables) HTML 52K
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59: R44 Income Taxes (Tables) HTML 117K
60: R45 Segment Information (Tables) HTML 79K
61: R46 Quarterly Financial Data (Unaudited) (Tables) HTML 68K
62: R47 Organization (Details) HTML 40K
63: R48 Summary of Significant Accounting Policies - Cash HTML 42K
and Cash Equivalents (Details)
64: R49 Summary of Significant Accounting Policies - HTML 48K
Accounts Receivable and Notes Receivable (Details)
65: R50 Summary of Significant Accounting Policies - HTML 48K
Credit Losses (Details)
66: R51 Summary of Significant Accounting Policies - HTML 42K
Leases (Details)
67: R52 Summary of Significant Accounting Policies - HTML 46K
Convertible Senior Notes (Details)
68: R53 Summary of Significant Accounting Policies - HTML 47K
Redeemable Noncontrolling Interests (Details)
69: R54 Summary of Significant Accounting Policies - HTML 42K
Internal-Use Software (Details)
70: R55 Summary of Significant Accounting Policies - HTML 92K
Revenue Recognition (Details)
71: R56 Summary of Significant Accounting Policies - HTML 46K
Concentration of Credit Risk (Details)
72: R57 Summary of Significant Accounting Policies - HTML 59K
Stock-Based Compensation (Details)
73: R58 Summary of Significant Accounting Policies - HTML 47K
401(k) Defined Contribution Plan (Details)
74: R59 Summary of Significant Accounting Policies - HTML 49K
Business Combinations (Details)
75: R60 Summary of Significant Accounting Policies - HTML 44K
Goodwill (Details)
76: R61 Summary of Significant Accounting Policies - HTML 50K
Advertising Costs and Accounting for Income Taxes
(Details)
77: R62 Summary of Significant Accounting Policies - HTML 46K
Earnings Per Share (Details)
78: R63 Summary of Significant Accounting Policies - HTML 79K
Pronouncements Not Yet Adopted (Details)
79: R64 Revenue from Contracts with Customers - Additional HTML 40K
Information (Details)
80: R65 Revenue from Contracts with Customers - Contract HTML 55K
Asset and Liability (Details)
81: R66 Accounts Receivable, Net - Components of Accounts HTML 48K
Receivable (Details)
82: R67 Accounts Receivable, Net - Narrative (Details) HTML 45K
83: R68 Accounts Receivable, Net - Schedule of Credit HTML 57K
Losses (Details)
84: R69 Inventory (Details) HTML 45K
85: R70 Property and Equipment, Net - Narrative (Details) HTML 62K
86: R71 Property and Equipment, Net - Components of HTML 62K
Property and Equipment (Details)
87: R72 Acquisitions - Asset Acquisitions (Details) HTML 66K
88: R73 Acquisitions - Shooter Detection Systems (Details) HTML 68K
89: R74 Acquisitions - Shooter Detection Systems - HTML 89K
Consideration Paid and Fair Value of Assets
Acquired (Details)
90: R75 Acquisitions - OpenEye (Details) HTML 88K
91: R76 Acquisitions - OpenEye - Consideration Paid and HTML 93K
Fair Value of Assets Acquired (Details)
92: R77 Acquisitions - Unaudited Pro Forma Financial HTML 53K
Information (Details)
93: R78 Acquisitions - Business Combinations in Operations HTML 47K
(Details)
94: R79 Goodwill and Intangible Assets, Net - Schedule of HTML 52K
Goodwill (Details)
95: R80 Goodwill and Intangible Assets, Net - Narrative HTML 59K
(Details)
96: R81 Goodwill and Intangible Assets, Net - Net Carrying HTML 60K
Amount of Intangible Assets (Details)
97: R82 Goodwill and Intangible Assets, Net - Finite-Lived HTML 70K
Intangible Assets (Details)
98: R83 Goodwill and Intangible Assets, Net - Future HTML 55K
Estimated Amortization Expense (Details)
99: R84 Other Assets - Patent Licenses (Details) HTML 70K
100: R85 Other Assets - Loan to a Distribution Partner HTML 114K
(Details)
101: R86 Other Assets - Loan to a Service Provider Partner HTML 57K
(Details)
102: R87 Other Assets - Loan to and Investment in a HTML 75K
Hardware Supplier (Details)
103: R88 Other Assets - Investment in a Technology Partner HTML 61K
(Details)
104: R89 Other Assets - Investment in a Platform Partner HTML 56K
(Details)
105: R90 Other Assets - Schedule of Notes Receivable Credit HTML 58K
Losses (Details)
106: R91 Other Assets - Credit Quality Indicators (Details) HTML 102K
107: R92 Other Assets - Amortized Cost (Details) HTML 45K
108: R93 Other Assets - Allowance for Credit Losses HTML 48K
Narrative (Details)
109: R94 Other Assets - Prepaid Expenses (Details) HTML 41K
110: R95 Fair Value Measurements - Fair Value on Recurring HTML 52K
Basis (Details)
111: R96 Fair Value Measurements - Summary of Fair Value of HTML 49K
Level 3 Liability (Details)
112: R97 Fair Value Measurements - Narrative (Details) HTML 59K
113: R98 Leases - Narrative (Details) HTML 44K
114: R99 Leases - Supplemental Information Related to HTML 50K
Leases (Details)
115: R100 Leases - Maturities of Leases Liabilities HTML 61K
(Details)
116: R101 Liabilities - Accounts Payable, Accrued Expenses, HTML 48K
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117: R102 Liabilities - Components of Other Liabilities HTML 46K
(Details)
118: R103 Debt, Commitments and Contingencies - Convertible HTML 101K
Senior Notes (Details)
119: R104 Debt, Commitments and Contingencies - Carrying HTML 51K
Amount of Liability Component (Details)
120: R105 Debt, Commitments and Contingencies - Carrying HTML 45K
Amount of Equity Component (Details)
121: R106 Debt, Commitments and Contingencies - Summary of HTML 50K
Interest Expense (Details)
122: R107 Debt, Commitments and Contingencies - 2017 HTML 101K
Facility (Details)
123: R108 Debt, Commitments and Contingencies - Contingent HTML 49K
Consideration (Details)
124: R109 Debt, Commitments and Contingencies - Legal HTML 78K
Proceedings (Details)
125: R110 Stockholders' Equity (Details) HTML 66K
126: R111 Stock-Based Compensation - Stock-Based HTML 58K
Compensation Expense (Details)
127: R112 Stock-Based Compensation - 2015 Equity Incentive HTML 57K
Plan (Details)
128: R113 Stock-Based Compensation - Stock Options (Details) HTML 80K
129: R114 Stock-Based Compensation - Assumptions Used for HTML 66K
Estimating Fair Value (Details)
130: R115 Stock-Based Compensation - Stock Option Activity HTML 112K
(Details)
131: R116 Stock-Based Compensation - Stock Options Assumed HTML 78K
from Acquisition (Details)
132: R117 Stock-Based Compensation - Restricted Stock Units HTML 63K
(Details)
133: R118 Stock-Based Compensation - Restricted Stock Unit HTML 88K
Activity (Details)
134: R119 Stock-Based Compensation - Employee Stock Purchase HTML 67K
Plan (Details)
135: R120 Earnings Per Share - Components of Basic and HTML 84K
Diluted EPS (Details)
136: R121 Earnings Per Share - Anti-dilutive Securities HTML 48K
(Details)
137: R122 Earnings Per Share - Narrative (Details) HTML 49K
138: R123 Significant Service Providers (Details) HTML 51K
139: R124 Income Taxes - Components of Income Tax Expense HTML 67K
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140: R125 Income Taxes - Income Tax Rate Reconciliation HTML 68K
(Details)
141: R126 Income Taxes - Components of Net Deferred Tax HTML 99K
Assets (Liabilities) (Details)
142: R127 Income Taxes - Reconciliation of Unrecognized Tax HTML 50K
Benefits (Details)
143: R128 Income Taxes - Narrative (Details) HTML 68K
144: R129 Segment Information (Details) HTML 123K
145: R130 Related Party Transactions (Details) HTML 64K
146: R131 Quarterly Financial Data (Unaudited) (Details) HTML 96K
147: R132 Schedule II - Valuation and Qualifying Accounts HTML 65K
and Reserves (Details)
150: XML IDEA XML File -- Filing Summary XML 281K
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‘EX-4.5’ — Exhibit 4.5 Description of Common Stock
DESCRIPTION OF ALARM.COM HOLDINGS, INC. COMMON STOCK
The following description of the common stock of Alarm.com Holdings, Inc., or the Company, is a summary and does not purport to be complete. This summary is qualified in its entirety by reference to the provisions of the Delaware General Corporation Law, or the DGCL, and the complete text of the Company’s
amended and restated certificate of incorporation, or the certificate of incorporation, and amended and restated bylaws, or the bylaws, which are incorporated by reference as Exhibits 3.1 and 3.2, respectively, of the Company’s Annual Report on Form 10-K to which this description is also an exhibit. The Company encourages you to read that law and those documents carefully.
Common
Stock
Authorized Capital Stock
The certificate of incorporation authorizes the issuance of up to 300,000,000 shares of common stock, $0.01 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share. The Company’s board of directors may establish the rights and preferences of the preferred stock from time to time.
Voting Rights
Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under the
certificate of incorporation and bylaws, common stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.
Dividends
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
Liquidation
In
the event of the Company’s liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.
Rights and Preferences
Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred
stock that the Company may designate in the future.
Anti-Takeover Provisions
Anti-Takeover Statute
The Company is subject to Section 203 of the DGCL, which generally prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
•before such date, the board of directors of the corporation approved either the business combination or the transaction
that resulted in the stockholder becoming an interested stockholder;
•upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock that is not owned by the interested stockholder.
In general, Section 203 defines a “business combination” to include the following:
•any merger or consolidation involving the corporation and the interested stockholder;
•any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
•subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder;
•any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.
Because the Company’s stockholders do not have cumulative voting rights, stockholders holding a majority of the shares of common stock outstanding will be able to elect all of the Company’s directors. The certificate of incorporation and bylaws also provide that directors may be removed by the stockholders only
for cause upon the vote of at least a majority of the Company’s outstanding common stock. Furthermore, the authorized number of directors may be changed only by resolution of the board of directors, and vacancies and newly created directorships on the board of directors may, except as otherwise required by law or determined by the board, only be filled by a majority vote of the directors then serving on the board, even though less than a quorum.
The certificate of incorporation and bylaws also provide that all stockholder actions must be effected at a duly called meeting of stockholders and eliminates the right of stockholders to act by written
consent without a meeting. The bylaws also provide that only the chairman of the board, chief executive officer or the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors may call a special meeting of stockholders.
The bylaws also provide that stockholders seeking to present proposals before the annual meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide timely advance notice in writing, and, subject to applicable law, specifies requirements as to the form and content of a stockholder’s notice.
The certificate
of incorporation and bylaws provide that the stockholders cannot amend many of the provisions described above except by a vote of at least a majority of the Company’s outstanding common stock.
The combination of these provisions could make it more difficult for the Company’s existing stockholders to replace the board of directors as well as for another party to obtain control of the Company by replacing the board of directors. Since the board of directors has the power to retain and discharge the
Company’s officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for the board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change the Company’s control.
These provisions are intended to enhance the likelihood of continued stability in the composition of the board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce the Company’s vulnerability to hostile takeovers and to discourage certain tactics
that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for the Company’s shares and may have the effect of delaying changes in control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of the Company’s stock that could result from actual or rumored takeover attempts. The Company believes that the benefits of these provisions, including increased protection of its potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company, outweigh the
disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.
Choice of Forum
The certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on the Company’s behalf; any action asserting a breach of fiduciary duty owed by and of the directors, officers or employees to the Company
or its stockholders; any action asserting a claim against us arising pursuant to the DGCL, the certificate of incorporation or the bylaws; or any action asserting a claim against the Company that is governed by the internal affairs doctrine. Several lawsuits have been filed in Delaware challenging the enforceability of similar choice of forum provisions and it is possible that a court determines such provisions are not enforceable.
Dates Referenced Herein and Documents Incorporated by Reference
