Alarm.com Holdings, Inc. (FRA:3RL) Files An 8-K Completion of Acquisition or Disposition of Assets

Alarm.com Holdings, Inc. (FRA:3RL) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item2.01

Completion of Acquisition or Disposition of
Assets.

Reference is made to the Current Reports on Form 8-K (the Prior 8-Ks) filed by
Alarm.com Holdings, Inc. (the Company) with the Securities and
Exchange Commission on June23, 2016 and November16, 2016.

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:

$500,000 was deposited in escrow to be held until the final
determination of the closing date working capital, when the
escrowed amount will be released in accordance with the Asset
Purchase Agreement; and
$14million was deposited in escrow to be held for 12 months
following the closing of the Acquisition and applied towards
the indemnification obligations of the Icontrol stockholders,
with the unused balance, if any, to be released to them if
not used for indemnification.

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.

Item7.01 Regulation FD Disclosure.

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.

Item8.01 Other Events.

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

This Current
Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements with respect to the Companys future
financial performance and the expected contribution of the
Acquisition to the Companys operating results for the 12 months
following the closing of the Acquisition. The events described in
these forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual results
to differ materially from the results anticipated by these
forward-looking statements, including, but not limited to: the
Acquisition could subject the Company to significant additional
liabilities for which it may not be indemnified; the Acquisition
may cause disruption in the Companys business or in the Connect
and Piper business units; the Company may experience difficulties
in realizing the expected benefits of the Acquisition; the
Companys actual post-Acquisition operating results may differ
significantly from any guidance provided; the Companys ability to
manage and execute on the Companys business strategies; the
effects of increased competition and evolving technologies; the
Companys ability to effectively enhance, innovate and scale the
Companys solutions; consumer demand for interactive security and
home automation services; the reliability of the Companys
hardware and technology suppliers; future financial prospects; as
well as other risks and uncertainties discussed in the Risk
Factors section of the Companys Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February29, 2016,
the Risk Factors section of the Companys Quarterly Report on Form
10-Q for the quarterly period ended September30, 2016 filed with
the Securities and Exchange Commission on November14, 2016 and
other subsequent filings the Company makes with the Securities
and Exchange Commission from time to time. In addition, the
forward-looking statements included in this Current Report on
Form 8-K represent the Companys views and expectations as of the
date hereof and are based on information currently available to
the Company. The Company anticipates that subsequent events and
developments may cause the Companys views to change. The Company
does not undertake to update or revise any of these statements in
light of new information or future events, except as expressly
required by applicable law.

Item9.01 Financial Statements and Exhibits.

(a)
Financial Statements of the Business Acquired.

To the extent
required by this item, the financial statements of the acquired
lines of business will be filed by amendment to this Current
Report on Form 8-K
no later than 71 calendar days after the date that this Current
Report on Form 8-K is required to be filed.

(b) Pro Forma
Financial Information.

To the extent required by this
item, unaudited pro forma financial information will be filed by
amendment to this Current Report on Form 8-K no later than 71 calendar
days after the date that this Current Report on Form 8-K is
required to be filed.

(d)
Exhibits

Exhibit No. Description
99.1 Press release dated March8, 2017.


Alarm.com Holdings, Inc. (FRA:3RL) Recent Trading Information

Alarm.com Holdings, Inc. (FRA:3RL) closed its last trading session up +0.32 at 27.84 with 0 shares trading hands.

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