As previously
disclosed in the Prior 8-Ks, ICN Acquisition, LLC, a wholly-owned
indirect subsidiary of Alarm.com (the Buyer and, together with
the Company, collectively Alarm.com), entered into an Asset
Purchase Agreement, dated as of June23, 2016, by and among
Alarm.com, Icontrol Networks, Inc. (Icontrol) and Fortis
Advisors, LLC as the representative of Icontrols stockholders (as
subsequently amended in November 2016, the Asset Purchase
Agreement). to the Asset Purchase Agreement, Alarm.com agreed to
acquire certain assets and assume certain liabilities of
Icontrols Connect line of business and all of the outstanding
equity interests of the two subsidiaries through which Icontrol
conducts its Piper line of business (collectively, the
Acquisition).

On March8, 2017,
Alarm.com completed the Acquisition to the terms of the Asset
Purchase Agreement. The cash consideration paid by Alarm.com,
after the estimated working capital adjustment, was
$148.5million, of which:

As described in
the Prior 8-Ks, Alarm.com also assumed certain liabilities to the
Asset Purchase Agreement upon the closing of the Acquisition.
Alarm.com used approximately $81.5million of cash on hand and
drew approximately $67.0million under its senior line of credit
with Silicon Valley Bank and a syndicate of lenders to fund the
amounts described above.

On March8, 2017,
the Company issued a press release announcing the closing of the
Acquisition, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by
reference.

The Company
expects that in the 12 months following the closing of the
Acquisition, the Acquisition will contribute $38 million –
$42million of total revenue, including $5million of hardware and
other revenue, and that Adjusted EBITDA will be in the range of
$10 million – $13million, which excludes costs related to the
Acquisition including accounting, tax, legal and integration
costs.

The information
furnished in this Item 7.01 shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such filing.

Use of
Non-GAAP Financial Measures

Adjusted EBITDA is
not a measure calculated in accordance with generally accepted
accounting principles in the United States (GAAP). The Company
defines Adjusted EBITDA as net income before interest expense and
other income / (expense), net, provision for income taxes,
amortization and depreciation, stock-based compensation expense,
acquisition-related expense and legal costs incurred in
connection with non-ordinary course litigation, particularly
costs involved in ongoing intellectual property litigation. The
Company has included an estimate of Adjusted EBITDA in this
Current Report because it believes that Adjusted EBITDA provides
useful information to investors and others in understanding and
evaluating its operating results in the same

manner as the
Companys management and board of directors. Reconciliation of
Adjusted EBITDA guidance to the closest corresponding GAAP
measure is not available without unreasonable efforts on a
forward-looking basis due to the high variability, complexity and
low visibility with respect to the charges excluded from this
non-GAAP measure, in particular, non-ordinary course litigation
expense and acquisition-related expenses can have unpredictable
fluctuations based on unforeseen activity that is out of the
Companys control and/or cannot reasonably be predicted. The
Company expects the above charges to have a significant and
potentially highly variable impact on its future GAAP financial
results.

As previously
disclosed, on February22, 2017, Honeywell International Inc.
(Honeywell) filed an action in the United States District Court
for the District of New Jersey against the Company and Icontrol
seeking to enjoin the Acquisition as a violation of the antitrust
laws. On March3, 2017, the Company and Honeywell entered into an
agreement (the Settlement Agreement) to settle the lawsuit, which
became effective upon the closing of the Acquisition. The parties
to the settlement have agreed to keep the terms of the Settlement
Agreement confidential.

Forward-Looking
Statements