Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Document Information [Line Items] | ||
Entity Registrant Name | INTERFACE SECURITY SYSTEMS HOLDINGS INC | |
Entity Central Index Key | 1164255 | |
Document Type | 10-K | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $0 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,632,839.70 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 976,880.09 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $25,833,000 | $361,000 |
Restricted cash | 0 | 2,000,000 |
Accounts receivable, less allowance for doubtful accounts of $1,105 and $955 | 11,964,000 | 10,504,000 |
Inventories | 21,655,000 | 6,881,000 |
Prepaid expenses and other assets | 3,460,000 | 1,694,000 |
Assets held for sale | 0 | 4,233,000 |
Total current assets | 62,912,000 | 25,673,000 |
Property and equipment, net | 27,718,000 | 20,506,000 |
Intangible assets, net | 24,332,000 | 32,848,000 |
Goodwill | 40,463,000 | 40,463,000 |
Deferred charges | 6,654,000 | 8,838,000 |
Other assets | 7,216,000 | 0 |
Total assets | 169,295,000 | 128,328,000 |
Current liabilities | ||
Current portion of capital leases and other obligations | 2,126,000 | 279,000 |
Accounts payable | 18,070,000 | 13,625,000 |
Accrued expenses | 16,901,000 | 15,199,000 |
Customer deposits | 2,375,000 | 2,431,000 |
Deferred revenue | 3,419,000 | 3,084,000 |
Liabilities held for sale | 0 | 1,355,000 |
Total current liabilities | 42,891,000 | 35,973,000 |
Long-term deferred revenue | 2,826,000 | 2,863,000 |
Deferred tax liability | 8,088,000 | 7,494,000 |
Capital leases and other obligations | 2,280,000 | 39,000 |
Long-term debt | 262,000,000 | 256,500,000 |
Total liabilities | 318,085,000 | 302,869,000 |
Mezzanine equity | ||
Total mezzanine equity | 163,399,000 | 183,956,000 |
Stockholders’ deficit | ||
Related party notes receivable | 0 | -100,000 |
Additional paid-in-capital | 71,564,000 | 0 |
Accumulated deficit | -383,789,000 | -358,397,000 |
Total stockholders’ deficit | -312,189,000 | -358,497,000 |
Total liabilities and stockholders’ deficit | 169,295,000 | 128,328,000 |
Redeemable Class A Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 110,284,000 | 105,720,000 |
Redeemable Class C Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 41,154,000 | 39,524,000 |
Convertible and Redeemable Class E Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 11,961,000 | 25,073,000 |
Convertible and Redeemable Class F Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 0 | 4,995,000 |
Redeemable Class G Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 0 | 8,644,000 |
Common Class A [Member] | ||
Stockholders’ deficit | ||
Value of common stock | 26,000 | 0 |
Common Class B [Member] | ||
Stockholders’ deficit | ||
Value of common stock | $10,000 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $1,105 | $955 |
Redeemable Class A Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $1 | $1 |
Mezzanine equity, shares authorized (in shares) | 70,000 | 70,000 |
Mezzanine equity, shares outstanding (in shares) | 39,398 | 39,398 |
Redeemable Class C Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $1 | $1 |
Mezzanine equity, shares authorized (in shares) | 60,000 | 60,000 |
Mezzanine equity, shares outstanding (in shares) | 16,094 | 16,094 |
Convertible and Redeemable Class E Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $1 | $1 |
Mezzanine equity, shares authorized (in shares) | 50,000 | 50,000 |
Mezzanine equity, shares outstanding (in shares) | 10,467 | 11,060 |
Convertible and Redeemable Class F Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $1 | |
Mezzanine equity, shares authorized (in shares) | 5,000 | |
Mezzanine equity, shares outstanding (in shares) | 2,455 | |
Redeemable Class G Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $1 | |
Mezzanine equity, shares authorized (in shares) | 5,000 | |
Mezzanine equity, shares outstanding (in shares) | 1,711 | |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Common stock, shares outstanding (in shares) | 2,632,840 | 21,677 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Common stock, shares outstanding (in shares) | 976,880 | 8,043 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue | |||
Services | $106,501 | $111,520 | $98,192 |
Products | 16,346 | 15,222 | 12,253 |
Total revenue | 122,847 | 126,742 | 110,445 |
Costs and Expenses | |||
Cost of services | 94,273 | 86,902 | 65,961 |
Cost of products | 14,333 | 15,659 | 12,545 |
General and administrative expenses | 26,946 | 25,776 | 24,739 |
Amortization | 8,516 | 10,761 | 10,016 |
Depreciation | 9,879 | 10,121 | 7,898 |
Loss on extinguishment of debt | 0 | 572 | 0 |
Loss on sale of long-lived assets | 1,719 | 109 | 16 |
Gain on sale of Transferred Assets | -39,715 | 0 | 0 |
Total costs and expenses | 115,951 | 149,900 | 121,175 |
Income (loss) from operations | 6,896 | -23,158 | -10,730 |
Interest expense | -24,529 | -23,954 | -18,095 |
Interest income | 8 | 14 | 15 |
Loss before provision for income taxes | -17,625 | -47,098 | -28,810 |
Provision for income taxes | -1,038 | -722 | -521 |
Net loss | -18,663 | -47,820 | -29,331 |
Net loss attributable to noncontrolling interest | 0 | 30 | 39 |
Net loss attributable to Interface Security Systems Holdings, Inc. | -18,663 | -47,790 | -29,292 |
Net loss attributable to common stockholders | -25,392 | -65,685 | -45,489 |
Redeemable Class A Preferred Stock [Member] | |||
Costs and Expenses | |||
Dividends accrued on preferred stock | -4,564 | -10,411 | -9,432 |
Redeemable Class C Preferred Stock [Member] | |||
Costs and Expenses | |||
Dividends accrued on preferred stock | -1,630 | -3,717 | -3,368 |
Convertible and Redeemable Class E Preferred Stock [Member] | |||
Costs and Expenses | |||
Dividends accrued on preferred stock | -502 | -2,358 | -2,136 |
Convertible and Redeemable Class F Preferred Stock [Member] | |||
Costs and Expenses | |||
Dividends accrued on preferred stock | -14 | -596 | -524 |
Redeemable Class G Preferred Stock [Member] | |||
Costs and Expenses | |||
Dividends accrued on preferred stock | ($19) | ($813) | ($737) |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Deficit (USD $) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] | Common Stock [Member] | Additional paid-in Capital [Member] | Related Party Receivables [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | Common Class A [Member] | Common Class B [Member] | USD ($) | USD ($) | USD ($) | USD ($) | ||
USD ($) | USD ($) | ||||||||
Balances, beginning of period at Dec. 31, 2011 | ($247,205) | $0 | $0 | $0 | ($124) | ($246,992) | ($89) | ||
Balances, beginning of period (in shares) at Dec. 31, 2011 | 22,000 | 8,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividends accrued on preferred stock | -16,197 | -16,197 | |||||||
Net loss | -29,331 | -29,292 | -39 | ||||||
Balances, end of period at Dec. 31, 2012 | -292,733 | 0 | 0 | 0 | -124 | -292,481 | -128 | ||
Balances, end of period (in shares) at Dec. 31, 2012 | 22,000 | 8,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividends accrued on preferred stock | -17,895 | -17,895 | |||||||
Net loss | -47,820 | -47,790 | -30 | ||||||
Purchase of noncontrolling interest | -73 | -231 | 158 | ||||||
Repayments on related party notes | 24 | 24 | |||||||
Balances, end of period at Dec. 31, 2013 | -358,497 | 0 | 0 | 0 | -100 | -358,397 | 0 | ||
Balances, end of period (in shares) at Dec. 31, 2013 | 21,677 | 8,043 | 22,000 | 8,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividends accrued on preferred stock | -6,729 | -6,729 | 0 | ||||||
Net loss | -18,663 | -18,663 | 0 | ||||||
Repayments on related party notes | 100 | 100 | 0 | ||||||
Issuance of common stock | 71,600 | 26 | 10 | 71,564 | 0 | ||||
Issuance of common stock (in shares) | 2,611,000 | 969,000 | |||||||
Balances, end of period at Dec. 31, 2014 | ($312,189) | $26 | $10 | $71,564 | $0 | ($383,789) | $0 | ||
Balances, end of period (in shares) at Dec. 31, 2014 | 2,632,840 | 976,880 | 2,633,000 | 977,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net loss | ($18,663) | ($47,820) | ($29,331) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Amortization | 8,516 | 10,761 | 10,016 |
Depreciation | 9,879 | 10,121 | 7,898 |
Amortization of deferred charges | 2,184 | 2,226 | 2,630 |
Deferred tax liability | 594 | 569 | 433 |
Loss on sale of long-lived assets | 1,719 | 109 | 16 |
Gain on sale of Transferred Assets | -39,715 | 0 | 0 |
Loss on extinguishment of debt | 0 | 572 | 0 |
Change in operating assets and liabilities | |||
Accounts receivable | -1,557 | -2,008 | -923 |
Inventories | -9,608 | 348 | -3,773 |
Prepaid expenses, notes receivable and other assets | -6,998 | -710 | 248 |
Accounts payable | 6,846 | 1,281 | 2,828 |
Accrued expenses | 1,618 | 4,375 | 1,115 |
Customer deposits | -501 | -75 | 798 |
Deferred revenue | 833 | 896 | 1,785 |
Net cash used in operating activities | -44,853 | -19,355 | -6,260 |
Cash flows from investing activities | |||
Capital expenditures, subscriber system assets | -17,503 | -15,471 | -7,894 |
Capital expenditures, other | -1,501 | -1,302 | -845 |
Acquisition of business, net of cash required | 0 | 0 | -48,237 |
Proceeds from sale of property and equipment | 332 | 0 | 77 |
Proceeds from sale of Transferred Assets | 40,799 | 87 | 0 |
Change in restricted cash | 2,000 | -2,000 | 0 |
Net cash provided by (used in) investing activities | 24,127 | -18,686 | -56,899 |
Cash flows from financing activities | |||
Proceeds from debt | 0 | 230,000 | 66,243 |
Payments on debt | 0 | -210,378 | 0 |
Proceeds from Revolving Credit Facility | 5,500 | 28,500 | 0 |
Payments on capital leases and other obligations | -3,716 | -592 | -598 |
Repayments on related party notes | 100 | 24 | 0 |
Proceeds of issuance from common stock | 71,600 | 0 | 0 |
Dividends paid on preferred stock | -17,912 | 0 | 0 |
Redemption of preferred stock | -9,374 | 0 | 0 |
Deferred charges | 0 | -10,653 | -1,853 |
Purchase of noncontrolling interest | 0 | -73 | 0 |
Other, net | 0 | 0 | 13 |
Net cash provided by financing activities | 46,198 | 36,828 | 63,805 |
Net increase (decrease) in cash | 25,472 | -1,213 | 646 |
Cash and cash equivalents | |||
Beginning of period | 361 | 1,574 | 928 |
End of period | 25,833 | 361 | 1,574 |
Supplemental Disclosures | |||
Cash paid for interest | 22,502 | 14,673 | 13,312 |
Cash paid for taxes | 180 | 180 | 161 |
Noncash items | |||
Capital expenditures in accounts payable | 209 | 611 | 440 |
Acquisition of inventory through financing arrangements | 5,281 | 0 | 448 |
Acquisition of managed support services through financing arrangements | 1,984 | 0 | 0 |
Acquisition of equipment through capital leases | 539 | 0 | 339 |
Redeemable Class A Preferred Stock [Member] | |||
Noncash items | |||
Dividends Payable | -4,564 | -10,411 | -9,432 |
Redeemable Class C Preferred Stock [Member] | |||
Noncash items | |||
Dividends Payable | -1,630 | -3,717 | -3,368 |
Convertible and Redeemable Class E Preferred Stock [Member] | |||
Noncash items | |||
Dividends Payable | -502 | -2,358 | -2,136 |
Convertible and Redeemable Class F Preferred Stock [Member] | |||
Noncash items | |||
Dividends Payable | -14 | -596 | -524 |
Redeemable Class G Preferred Stock [Member] | |||
Noncash items | |||
Dividends Payable | ($19) | ($813) | ($737) |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation |
Organization | |
Interface Security Systems Holdings, Inc. (“Holdings”) is a Delaware corporation. Holdings is a technology company engaged in the sale, provisioning, installation, monitoring and maintenance of physical security, secure managed broadband, and digital Voice over Internet Protocol (“VoIP”) based applications to commercial and residential customers throughout the United States. Holdings is primarily owned by SunTx Capital Partners, L.P. and its affiliates (“SunTx Capital Partners”), which owns approximately 88% of the voting power of Holdings’ parent company, Interface Master Holdings, Inc. (“Master Holdings”) on a fully diluted basis. Holdings owns 100% of the outstanding membership interests of its principal operating subsidiary, Interface Security Systems, L.L.C. (“Interface Systems”). Collectively, Holdings and Interface Systems are referred to herein as the “Company” or “Interface”. In the third quarter of 2013, Holdings acquired all of the remaining noncontrolling interest in The Greater Alarm Company, Inc. (“GAC”) and merged Westec (as defined below) and GAC into Interface Systems. | |
Going Concern | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments that might result from the occurrence of any of the uncertainties described in the Operating Model and Liquidity section below. | |
Management believes that the Company’s current capital resources are adequate to continue operations, maintain its business strategy and grow recurring monthly revenue (“RMR”) during the year ending December 31, 2015. Based on its current cash projections which includes our expected continued investment in RMR growth activities, the current Contracted Backlog of $2.0 million and new RMR created from the Family Dollar deployment which will begin to generate significant positive cash flow impact during 2015, the Company expects to be able to service its debt through the January 2016 interest payment. However, the Company cannot provide assurance that it will achieve positive cash flow during high volume net new RMR growth periods, that no longer investing in creating new RMR and replacing attrition (“Steady State”) will produce sufficient cash flow to meet all of its obligations or that it can raise additional debt and/or equity capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. | |
Operating Model and Liquidity | |
The Company conducts business in one operating segment, which is identified by the Company based on how resources are allocated and operating decisions are made. A majority of the Company’s revenues are generated within the United States and a majority of the Company’s long-lived assets are located within the United States. Management evaluates performance and allocates resources based on the Company as a whole. The Company’s business model is based on generating long-term contracts with customers to provide on-going monitoring, maintenance and related services that generate profitable RMR. The Company makes a one-time investment in sales and installation costs to create new customers internally and this investment is not generally capitalized. The Company generates substantial operating losses as a result of expensing the majority of its investment in subscriber RMR growth. | |
Security technology monitoring companies are generally valued based on a multiple of the RMR associated with the customer contracts and these purchase multiples do vary based on performance metrics, scale and market conditions. Management believes that there is significant value created for the Company’s stockholders and debt holders resulting from the steady growth in the Company’s RMR at historical investment levels. Management believes that there is significant value created for the Company’s stockholders resulting from the steady growth in its RMR at historical investment levels. The Company has demonstrated year-on-year increases in monitoring and managed service revenues from adding new RMR that generates high cash flow margins. Management also believes this enhances the Company’s ability to service debt obligations. As of December 31, 2014, the Company is actively billing approximately $8.4 million of RMR and has a Contracted Backlog of RMR contracts totaling $2.0 million of which a majority is expected to be installed in the first six months of 2015. The related equipment and materials have been procured for the Contracted Backlog. | |
In January 2013, the Company closed an offering of 9 1/4% Senior Secured Notes due 2018 (the “Notes”) in an aggregate principal amount of $230.0 million, the proceeds of which were used to repay its then-existing revolver balance, senior subordinated note, subordinated notes payable and the fees and expenses associated with the offering. In addition, the Company had $32.0 million drawn and $9.4 million available for borrowing under the Revolving Credit Facility (as defined below) at December 31, 2014. See Note 9. | |
The Company used $44.9 million, $19.4 million, and $6.3 million of cash for operations for the years ended December 31, 2014, 2013 and 2012, respectively, and had positive working capital of $20.0 million as of December 31, 2014 and negative working capital of $13.2 million (excluding assets and liabilities held for sale) as of December 31, 2013. In addition, as of December 31, 2014, the Company had $266.4 million of total indebtedness. | |
Throughout the course of the Company’s history, it has been able to adjust the level of RMR growth and related investment based on the capital available. If the Company were to cease its internal growth strategy and go into Steady State, it would likely generate future positive cash flows that could be used to pay down its outstanding debt. Steady State is a generally recognized financial metric often used by industry lenders, investment bankers, credit rating agencies and physical security companies to assess ongoing cash flow generating capabilities of a security company assuming that the company invests only in acquiring new customers to offset attrition and maintain a steady base of RMR. | |
During high volume net new RMR growth periods, management cannot provide assurance that the Company will achieve positive cash flow or have the ability to raise additional debt and/or equity capital. In the event that sufficient funds cannot be obtained to grow RMR and pay interest payments, management could elect to operate in Steady State and scale back the RMR growth to a level that would significantly reduce its investment costs. A majority of the $21.1 million in expenses related to the sales and marketing activity for new RMR opportunities that was spent in 2014 could be eliminated as well as other fixed overhead and operating costs associated with installing net new RMR and 2014 RMR backlog. Management believes that operating in Steady State would provide the resources necessary to service our debt through the January 2016 interest payment. However, the Company has not operated in Steady State and there is no assurance that moving to Steady State will produce sufficient cash flow to meet all of its obligations. | |
On March 30, 2015, the Company received a waiver from Capital One of any default under its Revolving Credit Facility resulting from the going concern emphasis in the audit report for the year ended December 31, 2014. On March 30, 2015, the Company entered into a fourth amendment to the Revolving Credit Facility with Capital One increasing the facility from $45.0 million to $50.0 million. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||
The significant accounting policies followed by the Company in the preparation of its consolidated financial statements are described below and are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | |||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries, which are all 100% owned as of December 31, 2014 and December 31, 2013. All significant transactions and account balances between entities included in the consolidated financial statements have been eliminated in consolidation. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingencies. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made. Actual results could differ from those estimates. Some of the more significant estimates include the useful lives for and recoverability of tangible and intangible assets, purchase price allocations of acquired businesses and income taxes. | |||
Revenue Recognition | |||
The Company’s policy is to recognize revenue when it is realized or realizable and it is earned. The Company considers revenue realized or realizable and earned when risk of loss transfers, persuasive evidence of an arrangement exists, the price to the buyer is fixed and determinable, and collectability is reasonably assured. Service revenues for monitoring, maintenance or other service contracts are recognized ratably as services are rendered over the term of each customer agreement. Customer billings for services not yet rendered are deferred and recognized as revenue when the services are rendered and are included in deferred revenue in the consolidated balance sheets. | |||
Transactions for which the Company retains ownership of the alarm, secured managed broadband (“SMB”), VoIP or other system, revenues associated with the equipment and their related subscription monitoring or maintenance contracts, any set up fee and initial direct costs are deferred and are amortized on a straight-line basis over the longer of the estimated customer life or the initial term of the related contract. The related installation costs (labor, equipment, subcontractor labor, etc.) are capitalized into subscriber system assets and are amortized on a straight-line basis over the initial term of the customer contract. | |||
Arrangements involving the sale of alarm, SMB, VoIP or other systems, as well as other services to the customer can be considered to have multiple elements, including the sale of equipment, installation, monitoring and/or maintenance services. We assess our revenue arrangements to determine the appropriate units of accounting. Once the units of accounting are properly determined, we evaluate the hierarchy of Vendor Specific Objective Evidence (“VSOE”), Third Party Evidence (“TPE”) and Best Estimate of Selling Price (“BESP”) to determine the appropriate selling price for each unit of accounting. VSOE of selling price is based on the price charged when the element is sold separately. TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similarly situated customers. BESP is established considering multiple factors, including, but not limited to, pricing practices in different geographies, gross margin objectives and internal costs. Some of the Company's offerings contain a significant element of proprietary technology and provide substantially unique features and functionality. As a result, the comparable pricing of products with similar functionality typically cannot be obtained. Additionally, the Company is unable to reliably determine what competitors products’ selling prices are on a stand-alone basis and typically not able to determine TPE for such products. Therefore BESP is used for such products in the selling price hierarchy for allocating the total arrangement consideration. BESP reflects the Company's best estimate of what the selling prices of each deliverable would be if it were sold regularly on a standalone basis taking into consideration the cost structure of its business, technical skill required, customer location and other market conditions. | |||
Once the selling prices for all units of accounting are identified, the arrangement consideration is allocated to those separate units based on their relative selling prices. In those types of arrangements, the revenues associated with the equipment and installation services are limited to amounts that are not contingent upon the delivery of the monitoring and/or maintenance services. | |||
For transactions in which we install alarm, SMB, VoIP or other systems without any contracted future services, revenue is recognized upon completion of the installation. | |||
Provisions for certain rebates, refunds and discounts to customers are accounted for as reductions in revenue in the same period the related revenue is recorded based on sales terms and historical experience. Refunds occur in limited circumstances and only after all attempts to resolve customer concerns have been exhausted. Amounts that the Company has refunded during fiscal years 2014, 2013 and 2012 were not material. | |||
Other Comprehensive Income | |||
As noted in the statement of operations, the Company did not recognize any other comprehensive income during 2014, 2013 and 2012. | |||
Cash and Cash Equivalents | |||
All amounts reported as cash and cash equivalents on the Company’s consolidated balance sheets represent cash or deposits and investments, which are available on demand to the Company with original maturities at the time of purchase of three months or less. Additionally, we had $2.0 million of restricted cash as of December 31, 2013 related to amounts placed in escrow pursuant to the sale of the Transferred Assets (as defined below). See Note 4. | |||
Accounts Receivable | |||
Accounts receivable represents amounts due from customers on sales, installations, monitoring and maintenance contracts that have been adjusted for estimated uncollectible amounts. The Company grants credit to customers and does not require collateral for its accounts receivable. As security, the customer signs a binding agreement before any services are performed and payment for services is billed in advance. The allowance for doubtful accounts receivable reflects the best estimate of probable losses inherent in the Company’s receivable portfolio determined on the basis of historical experience and other currently available evidence. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. The allowance for uncollectible accounts receivables was $1.1 million and $1.0 million at December 31, 2014 and 2013, respectively. | |||
Inventories | |||
Inventories are stated at the lower of cost, determined under the first-in, first-out (FIFO) method, or market. Inventories include the cost of materials, direct labor and work in progress. Obsolete or excess inventories are reflected at their estimated realizable values. | |||
Property and Equipment | |||
Property and equipment acquired through acquisition, is recorded at estimated fair market value under the purchase method of accounting as of the acquisition date. Additions to property and equipment subsequent to the acquisition date are recorded at cost. The Company capitalizes direct labor and related overhead costs associated with Company-owned monitoring systems installed on subscriber premises. In addition to equipment, direct labor and related overhead costs capitalized for the years ended December 31, 2014, 2013 and 2012 was $17.1 million, $15.6 million and $7.9 million, respectively. Management evaluates long-lived assets, including property and equipment, for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Whether impairment has occurred is determined by comparing the estimated undiscounted cash flows attributable to the assets with the carrying value of the assets. If the carrying value exceeds the undiscounted cash flows, management recognizes the amount of the impairment by estimating the fair value of the assets and recording a provision for loss. The Company has determined there are no events or changes in circumstances that indicate that the carrying value may not be recoverable as of December 31, 2014 and 2013. | |||
Certain leased property is capitalized in accordance with authoritative accounting guidance and the present value of the related minimum lease payments is recorded as a liability, using interest rates appropriate at the inception of each lease. Amortization of capital leased assets is computed on the straight-line method over the life of the asset. | |||
Expenditures for maintenance, repairs and minor renewals are expensed as incurred; expenditures for betterments and major renewals, which substantially increase the useful life of the asset, are capitalized. When assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in operating results. | |||
The Company provides for depreciation using the straight-line method based upon estimated useful lives of the assets as follows: | |||
Years | |||
Subscriber system assets | 3 to 7 | ||
Leasehold improvements | 5 to 10 | ||
Software | 3 to 5 | ||
Furniture, fixtures and equipment | 5 to 7 | ||
Vehicles | 3 to 5 | ||
Goodwill and Intangible Assets | |||
Goodwill results from the excess purchase price of an acquisition over the fair value of the net assets acquired and is not amortized. It is tested for impairment annually, or more frequently as warranted by events or changes in circumstances. In testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of the reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, a two-step, quantitative impairment test is then required, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. | |||
The Company elected to perform a quantitative assessment for its goodwill impairment testing and concluded that goodwill is not impaired. Under the quantitative impairment test, the Company compares the fair value of its reporting unit with its carrying amount. The estimated fair value of the reporting unit used in the goodwill impairment test is determined utilizing market indicators of the Company's RMR multiple. Based on quantitative evaluations performed by the Company, management believes no impairment exists in the carrying value of its goodwill or other indefinite-lived intangible assets at December 31, 2014 and 2013. | |||
The Company’s alarm monitoring contracts, which were acquired through acquisitions are amortized on a straight-line basis over periods ranging from 10 to 12 years. | |||
Nonsolicitation agreements, which arose in connection with acquisitions are amortized over the lives of the agreements, which range from 2 to 10 years. | |||
Deferred Charges | |||
Deferred charges consist of costs related to borrowings and are deferred and amortized to interest expense over the terms of the related borrowing. Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization. | |||
Customer Deposits | |||
Customer deposits represent cash advances received from customers for installing alarm monitoring systems and customer payments for RMR services prior to being invoiced. | |||
Deferred Revenue | |||
Deferred revenue represents advance billings for customer monitoring, maintenance and managed services under contract terms. Revenue is recognized ratably over the period of service associated with the payment. For transactions in which we retain ownership of the system, any amounts collectible upfront are deferred and amortized over the longer of the estimated customer life or the initial term of the contract. | |||
Fair Values of Financial Instruments | |||
The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short-term maturities of these assets and liabilities. See Note 9 for the estimated fair value of the Notes. | |||
Income Taxes | |||
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes (“ASC 740”), which requires the use of the asset and liability method of accounting for income taxes. The current and deferred tax consequences of a transaction are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable currently or in future years. Deferred income taxes are provided for temporary differences between income tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. A valuation allowance reduces deferred tax assets when management determines it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. | |||
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. |
Acquisition
Acquisition | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Acquisition | Acquisition | ||||
In March 2012, the Company merged a newly formed subsidiary company with Westec for cash consideration and a note payable to the seller. The acquisition was accounted for under the purchase method of accounting and was financed by the note payable to the seller and borrowings under the Revolving Credit Facility. | |||||
The purchase price allocation recorded in connection with the acquisition is as follows (in thousands): | |||||
Cash and cash equivalents | $ | 1,087 | |||
Accounts receivable | 2,881 | ||||
Inventories | 740 | ||||
Prepaid expenses, other assets | 73 | ||||
Property and equipment | 5,098 | ||||
Alarm monitoring contracts | 22,500 | ||||
Internally developed software | 4,347 | ||||
Goodwill | 16,905 | ||||
Nonsolicitation agreements | 1,320 | ||||
Accounts payable | (1,321 | ) | |||
Accrued expenses | (4,306 | ) | |||
Total consideration | $ | 49,324 | |||
The final purchase price was based on a third-party valuation analysis. The weighted average amortization period assigned to the alarm monitoring contracts is 12 years and internally developed software is 5 years. The merger with Westec has provided for an increase in goodwill due to anticipated synergies, operating efficiencies and cost savings to be realized. The goodwill recorded in connection with this acquisition is not deductible for tax purposes. | |||||
The following unaudited pro forma financial information of the Company is based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Westec and is intended to provide information about how the Westec Acquisition and related financing may have affected the Company’s historical consolidated financial statements if they had closed as of beginning of the prior fiscal year. The unaudited pro forma financial information below is based on available information and assumptions that the Company believes are reasonable. The unaudited pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s financial condition or results of operations would have been had the transactions described above occurred on the date indicated. The unaudited pro forma financial information also should not be considered representative of the Company’s future financial condition or results of operations. | |||||
Year Ended December 31, | |||||
2012 | |||||
Revenues | $ | 117,335 | |||
Net Loss | $ | (30,545 | ) |
Sale_of_Transferred_Assets
Sale of Transferred Assets | 12 Months Ended |
Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Transferred Assets | Sale of Transferred Assets |
Pursuant to an Asset Purchase Agreement (the “Hawk Asset Purchase Agreement”), dated as of January 9, 2014 (the “Closing Date”), by and among My Alarm Center, LLC, d/b/a Alarm Capital Alliance (“Buyer”), and Interface Systems, the Interface Systems sold certain residential customer contracts and related assets and liabilities used exclusively in, or necessary to conduct, the alarm system sales, installation, repair, maintenance and monitoring services of the Company’s Hawk Security Services brand (“Hawk”) in the State of Texas (the “Transferred Assets”) to the Buyer. The total purchase price for the Transferred Assets was approximately $42.8 million of which approximately $40.7 million was paid in cash to the Company and $2.1 million was deposited in an escrow account on the Closing Date. Approximately $2.0 million was recorded as restricted cash on the balance sheets as of December 31, 2013. The funds remained in escrow for six months following the Closing Date with a 30 day settlement period and served as the exclusive source of recovery for customary indemnification obligations with respect to the Company’s representations, warranties and covenants under the Hawk Asset Purchase Agreement and certain adjustments to the purchase price in the event the customer attrition rate applicable to the Transferred Assets differed from specified targets. The Company agreed to provide Buyer with certain specified transition services to allow for the efficient transition of the Transferred Assets to Buyer for six months following the Closing Date with a 30 day settlement period, unless extended by mutual agreement. This escrow balance was released and received by the Company in August 2014. The Company continues to operate in the residential alarm monitoring business under the Interface brand and the Hawk branded services were not clearly distinguishable operationally or for financial reporting purposes. The Company used a portion of the net proceeds to redeem all of the issued and outstanding shares of its Class G Preferred Stock and Class F Preferred Stock and part of its Class E Preferred Stock and to pay a cash dividend in an aggregate amount of approximately $27.3 million to its stockholders as permitted under the indenture governing the Notes. | |
As of December 31, 2013, the Transferred Assets met the criteria for assets held for sale under FASB ASC 360, Property, Plant and Equipment. As such, the assets and liabilities to be sold were reclassified as held for sale. Assets held for sale on the Company’s balance sheets as of December 31, 2013 included accounts receivable of approximately $0.3 million, inventory of $0.3 million and property, plant and equipment of $3.6 million. Liabilities held for sale on the Company’s balance sheets as of December 31, 2013 included accrued expenses of $0.1 million, customer deposits of $0.5 million, and deferred revenue of $0.8 million. |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
Inventories consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Products | $ | 10,279 | $ | 2,858 | ||||
Work-in-process | 11,376 | 4,023 | ||||||
$ | 21,655 | $ | 6,881 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment consists of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Subscriber system assets | $ | 36,880 | $ | 31,664 | ||||
Equipment | 2,809 | 4,044 | ||||||
Vehicles | 1,125 | 1,759 | ||||||
Software | 2,817 | 3,938 | ||||||
Furniture and fixtures | 543 | 757 | ||||||
Leasehold improvements | 933 | 1,177 | ||||||
45,107 | 43,339 | |||||||
Less: Accumulated depreciation | (17,389 | ) | (22,833 | ) | ||||
$ | 27,718 | $ | 20,506 | |||||
Depreciation expense was $9.9 million, $10.1 million and $7.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | |||||||
Activity for goodwill is set forth as below (in thousands): | ||||||||
Balance at December 31, 2012 | $ | 40,463 | ||||||
Additions for current year additions | — | |||||||
Accumulated impairment losses | — | |||||||
Balance at December 31, 2013 | $ | 40,463 | ||||||
Additions for current period | — | |||||||
Accumulated impairment losses | — | |||||||
Balance at December 31, 2014 | $ | 40,463 | ||||||
Intangible assets are recorded at cost or fair value if acquired in a purchase business combination and consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Alarm monitoring contracts | $ | 58,044 | $ | 94,179 | ||||
Internally developed software | 4,347 | 4,347 | ||||||
Nonsolicitation agreements | 10 | 1,340 | ||||||
Other | 5 | 5 | ||||||
62,406 | 99,871 | |||||||
Less accumulated amortization for: | ||||||||
Alarm monitoring contracts | (35,662 | ) | (64,310 | ) | ||||
Internally developed software | (2,400 | ) | (1,531 | ) | ||||
Nonsolicitation agreements | (9 | ) | (1,180 | ) | ||||
Other | (3 | ) | (2 | ) | ||||
(38,074 | ) | (67,023 | ) | |||||
$ | 24,332 | $ | 32,848 | |||||
Amortization of intangible assets was $8.5 million, $10.8 million and $10.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. Amortization of intangible assets for the following five years, as of December 31, 2014, is as follows (in thousands): | ||||||||
2015 | $ | 5,476 | ||||||
2016 | 4,149 | |||||||
2017 | 2,855 | |||||||
2018 | 1,995 | |||||||
2019 | 1,907 | |||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued Expenses | |||||||
Accrued expenses consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Payroll and benefit related accruals | $ | 3,885 | $ | 2,629 | ||||
Interest | 9,896 | 10,015 | ||||||
Other | 3,120 | 2,555 | ||||||
$ | 16,901 | $ | 15,199 | |||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Long-Term Debt | |||||||
Long-term debt consists of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Notes | $ | 230,000 | $ | 230,000 | ||||
Revolving line of credit | 32,000 | 26,500 | ||||||
$ | 262,000 | $ | 256,500 | |||||
In January 2013, the Company closed the offering of Notes for $230.0 million, the proceeds of which were used to repay the existing revolver balance, senior subordinated promissory note, subordinated notes payable and the fees and expenses associated with the offering. The Notes have a maturity date of January 15, 2018 and have an interest rate of 9 1/4% with semi-annual interest payments due on January 15th and July 15th. The Notes are jointly and severally guaranteed by each of the Company’s current and future domestic subsidiaries and are secured by substantially all of the Company’s and any guarantors’ existing and future tangible and intangible assets. | ||||||||
In connection with the issuance of the Notes, the Company entered into a registration rights agreement with the initial purchasers of the Notes. The registration statement was filed pursuant to the Company’s obligations under this registration rights agreement on July 9, 2014. The registration statement was declared effective on July 30, 2014. The exchange offer expired on August 27, 2014 and all of the Notes were tendered by the holders and exchanged. | ||||||||
The Company also closed a $45.0 million revolving credit facility in January 2013, which is senior to the Notes (the “Revolving Credit Facility”), which allows the Company to borrow the lesser of $45.0 million or up to 5 times RMR. The Revolving Credit Facility matures on January 15, 2018 and had $32.0 million drawn and availability of $9.4 million at December 31, 2014. The Revolving Credit Facility includes a $1.0 million sub-limit for the issuance of letters of credit, and the amount outstanding reduces the available borrowing capacity. As of December 31, 2014 and December 31, 2013, the Company had $0.1 million and $0.1 million in letters of credit outstanding, respectively. | ||||||||
Borrowings under the revolving line of credit bear interest at a floating rate per year equal to the higher of (A) the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) at which Eurodollar deposits are offered for a period equal to one, two, three, or six months, as quoted on Reuters Screen LIBOR01 Page (or any successor / similar page or service) as of 11:00 a.m., London time, on the day that is two London banking days preceding the applicable interest determination date and (B) 0.50%, plus 3.25% (3.75% as of December 31, 2014 and December 31, 2013). The Revolving Credit Facility includes financial covenants, including: (i) a covenant not to exceed a revolving facility usage to eligible RMR ratio of 5.0 to 1.0, (ii) a covenant to maintain a minimum fixed charge coverage of 1.25 to 1.0, and (iii) a covenant not to exceed a maximum gross attrition rate of 13.0% at any time. The Revolving Credit Facility is secured by a first priority perfected lien on all of the same assets that secure the Notes. The Revolving Credit Facility also provides that, upon the occurrence of certain events of default, the Company’s obligations thereunder may be accelerated and any lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross‑defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, certain change of control events and other customary events of default. As of December 31, 2014, the Company was in compliance with all of the restrictive and financial covenants. | ||||||||
On May 16, 2014, the Company entered into a waiver, consent and second amendment to its Revolving Credit Facility with the lender, which (i) amended the Revolving Credit Facility to permit, and in which the lender consented to, certain events in connection with certain reorganization transactions; (ii) amended the Revolving Credit Facility to provide that a ‘‘change of control’’ in the indenture governing the 12.50% / 14.50% Senior Contingent Cash Pay Notes of Master Holdings (the “Master Holding Notes”) will constitute a ‘‘change in control’’ under the Revolving Credit Facility; and (iii) waived any defaults in connection with the Company’s prior substantial doubt about its ability to continue as a going concern. On August 15, 2014, the Company entered into a third amendment to the Revolving Credit Facility with the lender, which increased the amount of capital leases, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business, in an aggregate principal amount, including all new indebtedness incurred to renew, refund, refinance, replace, defease or discharge any existing indebtedness incurred not to exceed $5,000,000 at any time outstanding, less the outstanding amount of any capital leases. | ||||||||
On March 30, 2015, the Company received a waiver from Capital One of any default under its Revolving Credit Facility resulting from the going concern emphasis in the audit report for the year ended December 31, 2014. On March 30, 2015, the Company entered into a fourth amendment to the Revolving Credit Facility with Capital One increasing the facility from $45.0 million to $50.0 million. | ||||||||
Based upon outstanding indebtedness as of December 31, 2014, aggregate annual maturities on the total borrowings under all debt agreements as of December 31, 2014 are as follows (in thousands): | ||||||||
Year | Amount | |||||||
2015 | $ | — | ||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | 262,000 | |||||||
2019 | — | |||||||
$ | 262,000 | |||||||
At December 31, 2014, the Notes traded at a range of 100.00 to 102.00 based upon available market information. The range of the estimated fair value of the Notes was $230.0 million to $234.6 million as of December 31, 2014 and is classified with Level 2 of the valuation hierarchy. The carrying amount of debt outstanding under the Company's revolving credit facility approximates fair value as interest rates on these borrowings approximate terms currently offered by the Company, which are considered Level 2. See Note 10. | ||||||||
Costs related to borrowings are deferred and amortized to interest expense over the terms of the related borrowing. Deferred charges consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Deferred financing fees | $ | 10,921 | $ | 10,921 | ||||
Accumulated amortization | (4,267 | ) | (2,083 | ) | ||||
$ | 6,654 | $ | 8,838 | |||||
Amortization of deferred financing fees was $2.2 million, $2.2 million and $2.6 million for the years ended December 31, 2014, 2013 and 2012, respectively, which is included in interest expense in the accompanying consolidated statement of operations. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |
Dec. 31, 2014 | ||
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |
The Company has established a process for determining fair value of its financial assets and liabilities using available market information or other appropriate valuation methodologies. Fair value is based upon quoted market prices, where available. If such valuation methods are not available, fair value is based on internally or externally developed models using market-based or independently-sourced market parameters, where available. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value estimate as of the Company’s reporting date. | ||
Fair value guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows: | ||
• | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
• | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset and liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
• | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |
The carrying amounts of cash, receivables and payables approximate fair value because of the short maturity of those instruments. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. The Company’s federal income tax returns from 2011 through 2013 remain subject to examination. In addition, certain carryforward attributes that were generated prior to 2011 may still be adjusted upon examination by the Internal Revenue Service to the extent utilized in a period open to examination. Various state jurisdiction tax years remain open to examination as well, though the Company believes any additional assessment will be immaterial to the consolidated financial statements. | ||||||||||||
The Company recognized income tax expense of $1.0 million, $0.7 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively, resulting in an effective tax rate of (4.26)%, (1.53)% and (1.74)% for the years ended December 31, 2014, 2013 and 2012, respectively. In each year, income tax expense includes (i) the effects of a valuation allowance maintained for federal and state deferred tax assets including net operating loss carry forwards and (ii) expense for certain jurisdictions where the tax liability is determined based on non-income related activities, such as gross sales. In addition, the Company determines its estimated annual effective tax rate based on its projected operating losses for the year and applies this rate to each period in accordance with requirements for accounting for income taxes under ASC 740-270. | ||||||||||||
The components of the Company’s provision for income taxes for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current tax expense | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 496 | 154 | 88 | |||||||||
Total current | 496 | 154 | 88 | |||||||||
Deferred tax expense | ||||||||||||
Federal | 485 | 516 | 485 | |||||||||
State | 57 | 52 | (52 | ) | ||||||||
Total deferred | 542 | 568 | 433 | |||||||||
Total provision for income taxes | $ | 1,038 | $ | 722 | $ | 521 | ||||||
The Company’s provision for income taxes differs from the expected tax expense amount computed by applying the statutory federal income tax rate of 35% to loss before income taxes as a result of the following: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax at U.S. statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State taxes, net of benefit | (2.27 | )% | 3.11 | % | 3.6 | % | ||||||
Permanent differences | (10.14 | )% | — | % | — | % | ||||||
Valuation allowance | (27.56 | )% | (39.34 | )% | (40.17 | )% | ||||||
Other, net | 0.71 | % | (0.30 | )% | (0.17 | )% | ||||||
Effective tax rate | (4.26 | )% | (1.53 | )% | (1.74 | )% | ||||||
At December 31, 2014 and December 31, 2013, the deferred tax assets attributable to federal net operating loss carryforwards was $102.7 million and $93.5 million, respectively. Such carryforwards, which may provide future tax benefits, expire in various years through 2034. Additionally, the equity offerings made throughout the Company's history have resulted in a change of ownership for tax purposes causing restrictions on the use of these tax losses pursuant to Section 382 of the Internal Revenue Code; however, the Company has not analyzed whether any possible limitations exist at this time. The deferred tax asset associated with these net operating loss carryforwards has been fully reserved for at December 31, 2014 and December 31, 2013. The Company evaluated all significant available positive and negative evidence, including the existence of losses in recent years and our forecast of future taxable income, and, as a result, determined it was more likely than not that its federal and certain state deferred tax assets, including benefits related to net operating loss carry forwards, would not be realized based on the measurement standards required under the provisions of ASC 740. As such, the value of the deferred tax assets was fully offset by a valuation allowance, due to the current uncertainty of the future realization of the deferred tax assets. | ||||||||||||
The Company also applies the accounting guidance in ASC 740 related to accounting for uncertainty in income taxes. ASC 740 specifies the accounting the accounting for uncertainty in income taxes recognized in a company’s financial statements by prescribing a minimum probability threshold a tax position is required to meet before being recognized in the financial statements. Management has evaluated all significant tax positions at December 31, 2014 and 2013 and concluded that there are no significant uncertain tax positions as defined by accounting standards and therefore there was no effect on the Company’s financial position or results of operations as a result of implementing the standard. If they were to arise, interest and penalties associated with unrecognized tax positions will be classified as additional income taxes in the statement of income. | ||||||||||||
Significant components of the Company’s deferred tax liabilities and assets are as follows as of December 31 (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Net operating loss carry forward | $ | 102,662 | $ | 93,479 | ||||||||
Amortizable assets | 2,197 | 2,864 | ||||||||||
Miscellaneous accruals | 894 | 203 | ||||||||||
Bad debt reserve | 432 | 366 | ||||||||||
Inventory reserve | 217 | 228 | ||||||||||
Gross deferred tax asset | 106,402 | 97,140 | ||||||||||
Depreciable assets | (2,459 | ) | (813 | ) | ||||||||
Amortizable assets - acquisition costs | (1,330 | ) | (1,228 | ) | ||||||||
Goodwill | (6,758 | ) | (6,229 | ) | ||||||||
Gross deferred tax liabilities | (10,547 | ) | (8,270 | ) | ||||||||
Net deferred tax asset | 95,855 | 88,870 | ||||||||||
Less: valuation allowances | (103,943 | ) | (96,364 | ) | ||||||||
Net deferred tax liability | $ | (8,088 | ) | $ | (7,494 | ) |
Mezzanine_Equity
Mezzanine Equity | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||
Temporary Equity Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||
Mezzanine Equity | Mezzanine Equity | ||||||||||||||||||||||||||||||||||
Mezzanine equity in the consolidated balance sheets as of December 31, 2014 and December 31, 2013 is comprised of the Company’s Class A, Class C, Class E, Class F and Class G preferred stock, including accrued dividends. | |||||||||||||||||||||||||||||||||||
In May 2014, the Company completed a corporate reorganization with Master Holdings in connection with the closing of a $115.0 million offering of the Master Holdings Notes. The Master Holding Notes are not guaranteed by any of Master Holdings subsidiaries, including Holdings and Interface Systems. Pursuant to the reorganization, each of SunTx Capital Partners and certain of its affiliates, Michael T. Shaw, Michael J. McLeod, Kenneth Obermeyer and certain other stockholders of Holdings exchanged all of their shares of each class of common stock of Holdings and each class of preferred stock of Holdings for an equal number of shares of common stock and preferred stock of Master Holdings with substantially similar terms as the shares of Holdings. In addition, Master Holdings used $71.6 million of the proceeds of the offering to purchase shares of Class A common stock and Class B common stock of Holdings. Immediately following the consummation of these transactions, Master Holdings owned approximately 99% of each class of common stock of Holdings and at least 99% of each class of preferred stock. Subsequent to these transactions, the remaining stockholders of Holdings exchanged all of their shares of each class of common stock and preferred stock of Holdings for an equal number of shares of common stock and preferred stock of Master Holdings. As a result, Master Holdings now owns 100% of the common stock and preferred stock of Holdings. | |||||||||||||||||||||||||||||||||||
The Company adopted an amended and restated certificate of incorporation on May 29, 2014 authorizing 70,000 shares of Class A preferred stock with a par value of $1.00 per share, 60,000 shares of Class C preferred stock with a par value of $1.00 per share, and 50,000 shares of Class E preferred stock with a par value of $1.00 per share. Pursuant to the Company’s amended and restated certificate of incorporation, none of the classes of preferred stock are entitled to receive any dividends. | |||||||||||||||||||||||||||||||||||
Prior to adopting the amended and restated certificate of incorporation, the Company’s certificate of incorporation, as amended (the “Prior Charter”), also authorized 50,000 shares of Class F preferred stock with a par value of $1.00 per share and 5,000 shares of Class G preferred stock with a par value of $1.00 per share. In addition, each share of Class E preferred stock was convertible into one share of Class A common stock and one share of Class C preferred stock at any time at the option of the stockholder. Pursuant to the Prior Charter, each series of the preferred stock accrued dividends cumulatively on a daily basis at the rate of 10% per annum (12.9% for the Class F preferred stock). Dividends ceased to accrue upon adoption of the Company’s amended and restated certificate of incorporation. | |||||||||||||||||||||||||||||||||||
The Company’s preferred stock each contain an optional redemption that allows the Company to redeem the preferred shares at its option, and a mandatory redemption upon a Disposition Event (as defined in the Company’s amended and restated certificate of incorporation), in each case, at their stated redemption value plus all accrued and unpaid dividends. Since SunTx Capital Partners and its affiliates control the appointment of the directors of Holdings through its ownership of the substantial majority of the voting power of Master Holdings, SunTx Capital Partners could require the Company to redeem the preferred shares or otherwise force a Disposition Event. As such, the Company considers the preferred stock and associated dividends to be payable at the option of the holder and not solely within the Company’s control. Accordingly, the Company’s preferred stock is recorded as redeemable and / or convertible securities (outside of permanent equity) in the accompanying consolidated balance sheets. | |||||||||||||||||||||||||||||||||||
Class C and Class E have liquidation preference rights over Class A preferred stock. The distribution of any liquidation is set forth in the Company’s amended and restated certificate of incorporation. | |||||||||||||||||||||||||||||||||||
In January 2014, the Company used a portion of the net proceeds from the sale of the Transferred Assets to redeem all of the issued and outstanding shares of the Company’s Class G preferred stock and Class F preferred stock and part of the Company’s Class E preferred stock and to pay a cash dividend in an aggregate amount of approximately $27.3 million to its stockholders, as permitted under the indenture governing the Notes. A summary of the change in mezzanine equity for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||||||||||||||||||||||||||
Class A Preferred | Class C Preferred | Class E Preferred | Class F Preferred | Class G Preferred | |||||||||||||||||||||||||||||||
Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | ||||||||||||||||||||||||||
value | value | value | value | value | |||||||||||||||||||||||||||||||
Balances at December 31, 2011 | 39 | $ | 85,877 | 16 | $ | 32,439 | 11 | $ | 20,579 | 2 | $ | 3,875 | 2 | $ | 7,094 | ||||||||||||||||||||
Dividends accrued on preferred stock | — | 9,432 | — | 3,368 | — | 2,136 | — | 524 | — | 737 | |||||||||||||||||||||||||
Balances at December 31, 2012 | 39 | 95,309 | 16 | 35,807 | 11 | 22,715 | 2 | 4,399 | 2 | 7,831 | |||||||||||||||||||||||||
Dividends accrued on preferred stock | — | 10,411 | — | 3,717 | — | 2,358 | — | 596 | — | 813 | |||||||||||||||||||||||||
Balances at December 31, 2013 | 39 | 105,720 | 16 | 39,524 | 11 | 25,073 | 2 | 4,995 | 2 | 8,644 | |||||||||||||||||||||||||
Dividends accrued on preferred stock | — | 4,564 | — | 1,630 | — | 502 | — | 14 | — | 19 | |||||||||||||||||||||||||
Dividends paid | — | — | — | — | — | (12,961 | ) | — | (2,309 | ) | — | (2,642 | ) | ||||||||||||||||||||||
Redemption of preferred stock | — | — | — | — | (1 | ) | (653 | ) | (2 | ) | (2,700 | ) | (2 | ) | (6,021 | ) | |||||||||||||||||||
Balances at December 31, 2014 | 39 | $ | 110,284 | 16 | $ | 41,154 | 10 | $ | 11,961 | — | $ | — | — | $ | — | ||||||||||||||||||||
Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
The Company’s amended and restated certificate of incorporation authorizes 3,000,000 shares of Class A common stock with a par value of $0.01 per share, and 1,500,000 shares of Class B common stock with a par value of $0.01 per share. See consolidated statement of changes in stockholder’s equity (deficit) for details of shares issued and outstanding. In addition, each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the stockholder. | |||||||||||||||||||||||||||||||||||
On December 13, 2001 (date of inception), members of Company management purchased shares of Holdings’ stock at prices determined by the board of directors of the Company. The purchase price for such shares was paid to the Company with an aggregate of $250,000 in recourse promissory notes payable to the Company, with the shares pledged as collateral. The outstanding balance of the promissory notes of $0.1 million December 31, 2013 is reflected as a reduction in stockholders’ equity (deficit) in the accompanying consolidated balance sheets. Subsequent to the date of inception, additional shares of the Company’s stock were purchased with cash or issuance of additional promissory notes by certain members of management. In April 2014, all of the promissory notes issued by management were paid in full and terminated. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||
Stockholders' Equity | Mezzanine Equity | ||||||||||||||||||||||||||||||||||
Mezzanine equity in the consolidated balance sheets as of December 31, 2014 and December 31, 2013 is comprised of the Company’s Class A, Class C, Class E, Class F and Class G preferred stock, including accrued dividends. | |||||||||||||||||||||||||||||||||||
In May 2014, the Company completed a corporate reorganization with Master Holdings in connection with the closing of a $115.0 million offering of the Master Holdings Notes. The Master Holding Notes are not guaranteed by any of Master Holdings subsidiaries, including Holdings and Interface Systems. Pursuant to the reorganization, each of SunTx Capital Partners and certain of its affiliates, Michael T. Shaw, Michael J. McLeod, Kenneth Obermeyer and certain other stockholders of Holdings exchanged all of their shares of each class of common stock of Holdings and each class of preferred stock of Holdings for an equal number of shares of common stock and preferred stock of Master Holdings with substantially similar terms as the shares of Holdings. In addition, Master Holdings used $71.6 million of the proceeds of the offering to purchase shares of Class A common stock and Class B common stock of Holdings. Immediately following the consummation of these transactions, Master Holdings owned approximately 99% of each class of common stock of Holdings and at least 99% of each class of preferred stock. Subsequent to these transactions, the remaining stockholders of Holdings exchanged all of their shares of each class of common stock and preferred stock of Holdings for an equal number of shares of common stock and preferred stock of Master Holdings. As a result, Master Holdings now owns 100% of the common stock and preferred stock of Holdings. | |||||||||||||||||||||||||||||||||||
The Company adopted an amended and restated certificate of incorporation on May 29, 2014 authorizing 70,000 shares of Class A preferred stock with a par value of $1.00 per share, 60,000 shares of Class C preferred stock with a par value of $1.00 per share, and 50,000 shares of Class E preferred stock with a par value of $1.00 per share. Pursuant to the Company’s amended and restated certificate of incorporation, none of the classes of preferred stock are entitled to receive any dividends. | |||||||||||||||||||||||||||||||||||
Prior to adopting the amended and restated certificate of incorporation, the Company’s certificate of incorporation, as amended (the “Prior Charter”), also authorized 50,000 shares of Class F preferred stock with a par value of $1.00 per share and 5,000 shares of Class G preferred stock with a par value of $1.00 per share. In addition, each share of Class E preferred stock was convertible into one share of Class A common stock and one share of Class C preferred stock at any time at the option of the stockholder. Pursuant to the Prior Charter, each series of the preferred stock accrued dividends cumulatively on a daily basis at the rate of 10% per annum (12.9% for the Class F preferred stock). Dividends ceased to accrue upon adoption of the Company’s amended and restated certificate of incorporation. | |||||||||||||||||||||||||||||||||||
The Company’s preferred stock each contain an optional redemption that allows the Company to redeem the preferred shares at its option, and a mandatory redemption upon a Disposition Event (as defined in the Company’s amended and restated certificate of incorporation), in each case, at their stated redemption value plus all accrued and unpaid dividends. Since SunTx Capital Partners and its affiliates control the appointment of the directors of Holdings through its ownership of the substantial majority of the voting power of Master Holdings, SunTx Capital Partners could require the Company to redeem the preferred shares or otherwise force a Disposition Event. As such, the Company considers the preferred stock and associated dividends to be payable at the option of the holder and not solely within the Company’s control. Accordingly, the Company’s preferred stock is recorded as redeemable and / or convertible securities (outside of permanent equity) in the accompanying consolidated balance sheets. | |||||||||||||||||||||||||||||||||||
Class C and Class E have liquidation preference rights over Class A preferred stock. The distribution of any liquidation is set forth in the Company’s amended and restated certificate of incorporation. | |||||||||||||||||||||||||||||||||||
In January 2014, the Company used a portion of the net proceeds from the sale of the Transferred Assets to redeem all of the issued and outstanding shares of the Company’s Class G preferred stock and Class F preferred stock and part of the Company’s Class E preferred stock and to pay a cash dividend in an aggregate amount of approximately $27.3 million to its stockholders, as permitted under the indenture governing the Notes. A summary of the change in mezzanine equity for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||||||||||||||||||||||||||
Class A Preferred | Class C Preferred | Class E Preferred | Class F Preferred | Class G Preferred | |||||||||||||||||||||||||||||||
Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | ||||||||||||||||||||||||||
value | value | value | value | value | |||||||||||||||||||||||||||||||
Balances at December 31, 2011 | 39 | $ | 85,877 | 16 | $ | 32,439 | 11 | $ | 20,579 | 2 | $ | 3,875 | 2 | $ | 7,094 | ||||||||||||||||||||
Dividends accrued on preferred stock | — | 9,432 | — | 3,368 | — | 2,136 | — | 524 | — | 737 | |||||||||||||||||||||||||
Balances at December 31, 2012 | 39 | 95,309 | 16 | 35,807 | 11 | 22,715 | 2 | 4,399 | 2 | 7,831 | |||||||||||||||||||||||||
Dividends accrued on preferred stock | — | 10,411 | — | 3,717 | — | 2,358 | — | 596 | — | 813 | |||||||||||||||||||||||||
Balances at December 31, 2013 | 39 | 105,720 | 16 | 39,524 | 11 | 25,073 | 2 | 4,995 | 2 | 8,644 | |||||||||||||||||||||||||
Dividends accrued on preferred stock | — | 4,564 | — | 1,630 | — | 502 | — | 14 | — | 19 | |||||||||||||||||||||||||
Dividends paid | — | — | — | — | — | (12,961 | ) | — | (2,309 | ) | — | (2,642 | ) | ||||||||||||||||||||||
Redemption of preferred stock | — | — | — | — | (1 | ) | (653 | ) | (2 | ) | (2,700 | ) | (2 | ) | (6,021 | ) | |||||||||||||||||||
Balances at December 31, 2014 | 39 | $ | 110,284 | 16 | $ | 41,154 | 10 | $ | 11,961 | — | $ | — | — | $ | — | ||||||||||||||||||||
Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
The Company’s amended and restated certificate of incorporation authorizes 3,000,000 shares of Class A common stock with a par value of $0.01 per share, and 1,500,000 shares of Class B common stock with a par value of $0.01 per share. See consolidated statement of changes in stockholder’s equity (deficit) for details of shares issued and outstanding. In addition, each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the stockholder. | |||||||||||||||||||||||||||||||||||
On December 13, 2001 (date of inception), members of Company management purchased shares of Holdings’ stock at prices determined by the board of directors of the Company. The purchase price for such shares was paid to the Company with an aggregate of $250,000 in recourse promissory notes payable to the Company, with the shares pledged as collateral. The outstanding balance of the promissory notes of $0.1 million December 31, 2013 is reflected as a reduction in stockholders’ equity (deficit) in the accompanying consolidated balance sheets. Subsequent to the date of inception, additional shares of the Company’s stock were purchased with cash or issuance of additional promissory notes by certain members of management. In April 2014, all of the promissory notes issued by management were paid in full and terminated. |
Benefit_Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plan | Benefit Plan |
The Company sponsors a 401(k) savings plan (the “Plan”) covering substantially all employees who are at least age 21 and have completed six months of service with the Company. The Company, at its discretion, may make employer contributions to the Plan. During the years ended December 31, 2014, 2013 and 2012, the Company made a contribution of $0.1 million, $0.2 million and $0.1 million, respectively, to the Plan. |
Lease_Commitments_and_Other_Ob
Lease Commitments and Other Obligations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Lease Commitments and Other Obligations | Lease Commitments and Other Obligations | |||
The Company is party to various noncancelable operating leases for equipment, building rent, computer systems and various vehicles with terms of one year or greater. At December 31, 2014, the future minimum rental payments required under such leases are as follows (in thousands): | ||||
2015 | $ | 3,277 | ||
2016 | 2,361 | |||
2017 | 1,585 | |||
2018 | 1,103 | |||
2019 and thereafter | 1,581 | |||
$ | 9,907 | |||
Rental expense for the years ended December 31, 2014, 2013 and 2012 was $6.1 million, $4.8 million and $3.8 million, respectively. | ||||
In addition to the operating leases above, the Company has equipment leases that are accounted for as capital leases. At December 31, 2014, the future minimum lease payments under such leases are as follows (in thousands): | ||||
2015 | $ | 279 | ||
2016 | 240 | |||
2017 and thereafter | 9 | |||
528 | ||||
Less: current portion | (279 | ) | ||
$ | 249 | |||
Capital leases for equipment had a book value of $2.2 million and $2.5 million and accumulated depreciation of $1.5 million and $2.1 million at December 31, 2014 and December 31, 2013, respectively. | ||||
The Company has entered into financing arrangements for the purchase of inventory and managed support services. The financing arrangements are non-interest bearing and range from 24 to 36 months in duration. The total amount of these borrowings, including current portion, was $3.9 million and $0.2 million at December 31, 2014 and December 31, 2013, respectively. The current portion of these borrowings was $1.8 million and $0.2 million at December 31, 2014 and December 31, 2013, respectively. The financing agreement is non-interest bearing and payable over 24 months. The imputed interest on the financing arrangements was not significant based on the lender's borrowing rate. |
Concentrations_of_Credit_Risk_
Concentrations of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers |
The Company provides services and sells its products to a wide range of customers including commercial businesses and private residences. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains reserves for potential credit losses, and such losses have historically been within management’s expectations. | |
The Company had concentrations of credit risk with two customers, representing 18.5% and 6.6%, respectively, of total revenues for the year ended December 31, 2014. The associated accounts receivable from these two customers as a percentage of the Company’s accounts receivable, net, were 17.5% and 2.2%, respectively, as of December 31, 2014. For the year ended December 31, 2013, the Company’s two largest customers accounted for 17.2% and 4.6%, respectively, of total revenues and represented 20.5% and 0.6%, respectively, of the Company’s total accounts receivable, net, as of December 31, 2013. | |
Purchases from a specific vendor that provides subcontract labor in the security alarm and managed services industry totaled $14.0 million and $6.0 million for the year ended December 31, 2014 and 2013, respectively. At December 31, 2014 and December 31, 2013, the Company had an accounts payable balance of $2.8 million and $1.0 million, respectively, due to the vendor. Purchases from this vendor represented 12.3% and 6.2% of the Company’s total purchases for the years ended December 31, 2014 and 2013, respectively. Additionally, purchases of equipment from another vendor totaled $11.0 million and $10.3 million for the years ended December 31, 2014 and 2013, respectively. At December 31, 2014 and December 31, 2013, the Company had an accounts payable balance of $3.0 million and $2.4 million, respectively, due to the vendor. Purchases from this vendor represented 9.6% and 10.7% of the Company’s total purchases for the years ended December 31, 2014 and 2013, respectively. |
Noncontrolling_Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2014 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest |
In November 2004, Holdings acquired 80% of the voting common stock of GAC. As of December 31, 2012, and as a result of subsequent stock purchases and additional capital contributions since 2004, Holdings owned approximately 99% of the voting common stock of GAC. In the third quarter of 2013, Holdings acquired all of the remaining noncontrolling interest in GAC for $0.1 million. The noncontrolling interest’s share of GAC’s net loss was $0.03 million and $0.04 million for the years ended December 31, 2013 and 2012, respectively, in the consolidated statement of operations. |
Related_Party
Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party | Related Party |
Management Agreement | |
In April 2010, the Company entered into a Management Services Agreement (the “Management Agreement”) with SunTx Capital Management Corp. (“SunTx Management”), the general partner of SunTx Capital Partners. Pursuant to the Management Agreement, SunTx Management provides certain management services to the Company. The term of the Management Agreement is ten years, which may be terminated by SunTx Management upon 90 days written notice to the Company. The Company pays SunTx Management, on a monthly basis, SunTx Management’s customary fees for rendering the management services, as set forth in a statement delivered to the Company from time to time. These fees are anticipated under the Management Agreement not to exceed $500,000 on an annual basis. The Company also reimburses SunTx Management for all out-of-pocket expenses and payroll costs of in-house legal counsel incurred by SunTx Management in connection with the management services and pays all taxes resulting from its purchase or use of the management services. In addition to the management services fee, in connection with any acquisitions, dispositions or debt or equity financings by Interface Systems or any of its affiliates, Interface Systems will pay SunTx Management a fee which shall not exceed an amount equal to 2% of the total enterprise value involved in the transaction. The total enterprise value is determined by the board of directors of Interface Systems. Under the indenture for the Master Holdings Notes, the Company is not permitted to pay the fees to SunTx Management under the Management Agreement unless, among other requirements, the Company is permitted to incur at least $1.00 of additional indebtedness pursuant to the fixed charge coverage ratio test set forth in the indenture for the Notes. The Company was not permitted to incur such $1.00 of additional indebtedness, excluding permitted indebtedness under the revolving credit line, for the trailing four quarters ended December 31, 2014 and therefore, no fees were paid to SunTx Management during the period from June 2014 to December 2014. Fees paid to SunTx Management were $0.2 million, $0.5 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Registration Rights Agreement | |
On December 13, 2001, Holdings entered into a registration rights agreement (the “Registration Rights Agreement”) with certain of its stockholders, including, among others, SunTx Interface, Michael T. Shaw, Michael J. McLeod and Kenneth Obermeyer (together with Mr. Shaw and Mr. McLeod, the “Management Investors”). In connection with the Reorganization Transactions, Master Holdings succeeded to all of the rights under the Registration Rights Agreement of SunTx, the Management Investors and the other investors with respect to the shares of common stock they transferred to Master Holdings. Subsequent to the Reorganization Transactions, the remaining stockholders of Holdings exchanged all of their shares of each class of common stock and preferred stock of Holdings for an equal number of shares of common stock and preferred stock of Master Holdings. As a result, Master Holdings now owns 100% of the common stock and preferred stock of Holdings, and on June 30, 2014, the Registration Rights Agreement was terminated. | |
Stockholder Agreement | |
On July 16, 2007, Holdings entered into a stockholder agreement, as amended on May 5, 2010 and on January 14, 2013, and amended and restated on May 30, 2014 (the “Stockholder Agreement”), among certain of its stockholders, including SunTx Interface and the Management Investors. In connection with the Reorganization Transactions, Master Holdings succeeded to all of the rights under the Stockholder Agreement of SunTx, the Management Investors and the other investors with respect to the shares of common stock and preferred stock they transferred to Master Holdings. The Stockholder Agreement, among other things, contained agreements among the investors with respect to the election of Holdings’ board of directors, voting and other restrictions on the transfer of Holdings’ stock, other special corporate governance provisions, prohibitions of certain actions, a right of first purchase, and certain pre-emptive rights. | |
Subsequent to the Reorganization Transactions, the remaining stockholders of Holdings exchanged all of their shares of each class of common stock and preferred stock of Holdings for an equal number of shares of common stock and preferred stock of Master Holdings. As a result, Master Holdings now owns 100% of the common stock and preferred stock of Holdings, and on June 30, 2014, the Stockholder Agreement was terminated. | |
Other Related Party Transactions | |
In March 2014, the Company entered into a settlement and advance agreement with a former employee of the Company and shareholder of Master Holdings. The agreement releases all current and future claims against the Company in return for a non-interest bearing loan of $500,000 to the former employee and shareholder. The loan is secured by a promissory note and a pledge agreement securing 50% of the 2,074.02 shares of Master Holdings’ common stock (representing 7.0% of the total outstanding common stock) owned by the former employee and shareholder. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies |
From time to time, the Company is involved in litigation and regulatory proceedings arising out of its operations. Management believes that the Company is not currently a party to any legal or regulatory proceedings, the adverse outcome of which, individually or in the aggregate, would materially adversely affect the Company’s business, financial position, results of operations or liquidity. |
Recently_Issued_Accounting_Sta
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The Company is currently evaluating the impact of adoption of ASU 2014-09 on its financial statements and footnote disclosures. | |
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, (“ASU 2014-15”). ASU 2014-15 is intended to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management is required under the new guidance to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued when preparing financial statements for each interim and annual reporting period. If conditions or events are identified, ASU 2014-15 specifies the process that must be followed by management and also clarifies the timing and content of going concern footnote disclosures in order to reduce diversity in practice. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of ASU 2014-15 to have a material impact on its consolidated financial statements and footnote disclosures. |
Unaudited_Quarterly_Financial_
Unaudited Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Unaudited Quarterly Financial Data | Unaudited Quarterly Financial Data | ||||||||||||||||
The following table presents quarterly data for the fiscal years 2014 and 2013 (in thousands): | |||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Revenue | $ | 28,720 | $ | 27,427 | $ | 32,424 | $ | 34,276 | |||||||||
Income (loss) from operations | 31,508 | (5,652 | ) | (8,180 | ) | (10,780 | ) | ||||||||||
Net income (loss) (a) | 27,690 | (12,901 | ) | (15,487 | ) | (17,965 | ) | ||||||||||
(a) Net income for the first quarter of 2014 includes the $39.7 million gain on the sale of the Transferred Assets. | |||||||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Revenue | $ | 30,245 | $ | 31,745 | $ | 32,554 | $ | 32,198 | |||||||||
Loss from operations | (4,519 | ) | (6,004 | ) | (6,094 | ) | (6,541 | ) | |||||||||
Net loss | (10,565 | ) | (12,095 | ) | (12,318 | ) | (12,842 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On January 20, 2015, the Company entered into a fee based compensation agreement with a former senior executive employee and current shareholder to pay a sales commission in the amount of $1.2 million solely related to the successful negotiation of a contract term extension in connection with the SMB and VoIP services for one of the Company’s largest customers. The agreement is non-interest bearing and payable within one year. In February 2015, these contract negotiations resulted in a three years term extension of the SMB and VoIP services through December 31, 2019 including a price increase of approximately $118,000 per month in consideration of upgrading the network speed across all stores. The successful negotiation of this three year term extension was assisted by the former executive and current shareholder of the Company who was also instrumental in negotiating the initial contract with Dollar General in 2010. The Company has paid $0.4 million to the shareholder through the end of March 31, 2015. | |
On March 19, 2015, the Company entered into a financing arrangement for the purchase of inventory and managed support services in the amount of $0.9 million. The financing arrangement is non-interest bearing and payable over 24 months. | |
On March 30, 2015, the Company received a waiver from Capital One of any default under our Revolving Credit Facility resulting from the going concern emphasis in the audit report for the year ended December 31, 2014. On March 30, 2015, the Company entered into a fourth amendment to the Revolving Credit Facility with Capital One increasing the facility from $45.0 million to $50.0 million. |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2014 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information |
In January 2013, Holdings and Interface Systems, as co-issuers, issued $230.0 million aggregate principal amount of Notes. See Note 9. Pursuant to the indenture governing the Notes, such notes are fully and unconditionally and jointly and severally guaranteed by each of the Company’s current and future domestic subsidiaries and are secured by substantially all of the Company’s and the guarantors’ existing and future tangible and intangible assets. Separate condensed consolidating information is not included because Interface Systems is a wholly-owned subsidiary and co-issuer of the Notes and Holdings has no independent assets or operations. There are no significant restrictions on the ability of Holdings to obtain funds from its subsidiary. Based on these facts, and in accordance with Securities and Exchange Commission Regulation S-X Rule 3-10, “Financial statements of guarantors and issuers of guaranteed securities registered or being registered,” the Company is not required to provide condensed consolidating financial information for its subsidiary. All consolidated amounts in the Company’s financial statements are representative of its subsidiary. |
Schedule_IIValuation_and_Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||
Schedule II-Valuation and Qualifying Accounts | INTERFACE SECURITY SYSTEMS HOLDINGS, INC. | ||||||||||||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||
($ in thousands) | |||||||||||||
Description | Balance at Beginning of Year | Additions to Deferred Taxes | Balance at End of Year | ||||||||||
Valuation allowance on deferred tax liability: | |||||||||||||
Year Ended December 31, 2012 | $ | 54,505 | $ | 27,656 | $ | 82,161 | |||||||
Year Ended December 31, 2013 | 82,161 | 14,203 | 96,364 | ||||||||||
Year Ended December 31, 2014 | 96,364 | 7,579 | 103,943 | ||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Operating Model and Liquidity | Operating Model and Liquidity | ||
The Company conducts business in one operating segment, which is identified by the Company based on how resources are allocated and operating decisions are made. A majority of the Company’s revenues are generated within the United States and a majority of the Company’s long-lived assets are located within the United States. Management evaluates performance and allocates resources based on the Company as a whole. The Company’s business model is based on generating long-term contracts with customers to provide on-going monitoring, maintenance and related services that generate profitable RMR. The Company makes a one-time investment in sales and installation costs to create new customers internally and this investment is not generally capitalized. The Company generates substantial operating losses as a result of expensing the majority of its investment in subscriber RMR growth. | |||
Security technology monitoring companies are generally valued based on a multiple of the RMR associated with the customer contracts and these purchase multiples do vary based on performance metrics, scale and market conditions. Management believes that there is significant value created for the Company’s stockholders and debt holders resulting from the steady growth in the Company’s RMR at historical investment levels. Management believes that there is significant value created for the Company’s stockholders resulting from the steady growth in its RMR at historical investment levels. The Company has demonstrated year-on-year increases in monitoring and managed service revenues from adding new RMR that generates high cash flow margins. Management also believes this enhances the Company’s ability to service debt obligations. As of December 31, 2014, the Company is actively billing approximately $8.4 million of RMR and has a Contracted Backlog of RMR contracts totaling $2.0 million of which a majority is expected to be installed in the first six months of 2015. The related equipment and materials have been procured for the Contracted Backlog. | |||
In January 2013, the Company closed an offering of 9 1/4% Senior Secured Notes due 2018 (the “Notes”) in an aggregate principal amount of $230.0 million, the proceeds of which were used to repay its then-existing revolver balance, senior subordinated note, subordinated notes payable and the fees and expenses associated with the offering. In addition, the Company had $32.0 million drawn and $9.4 million available for borrowing under the Revolving Credit Facility (as defined below) at December 31, 2014. See Note 9. | |||
The Company used $44.9 million, $19.4 million, and $6.3 million of cash for operations for the years ended December 31, 2014, 2013 and 2012, respectively, and had positive working capital of $20.0 million as of December 31, 2014 and negative working capital of $13.2 million (excluding assets and liabilities held for sale) as of December 31, 2013. In addition, as of December 31, 2014, the Company had $266.4 million of total indebtedness. | |||
Principles of Consolidation | Principles of Consolidation | ||
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries, which are all 100% owned as of December 31, 2014 and December 31, 2013. All significant transactions and account balances between entities included in the consolidated financial statements have been eliminated in consolidation. | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingencies. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made. Actual results could differ from those estimates. Some of the more significant estimates include the useful lives for and recoverability of tangible and intangible assets, purchase price allocations of acquired businesses and income taxes. | |||
Revenue Recognition | Revenue Recognition | ||
The Company’s policy is to recognize revenue when it is realized or realizable and it is earned. The Company considers revenue realized or realizable and earned when risk of loss transfers, persuasive evidence of an arrangement exists, the price to the buyer is fixed and determinable, and collectability is reasonably assured. Service revenues for monitoring, maintenance or other service contracts are recognized ratably as services are rendered over the term of each customer agreement. Customer billings for services not yet rendered are deferred and recognized as revenue when the services are rendered and are included in deferred revenue in the consolidated balance sheets. | |||
Transactions for which the Company retains ownership of the alarm, secured managed broadband (“SMB”), VoIP or other system, revenues associated with the equipment and their related subscription monitoring or maintenance contracts, any set up fee and initial direct costs are deferred and are amortized on a straight-line basis over the longer of the estimated customer life or the initial term of the related contract. The related installation costs (labor, equipment, subcontractor labor, etc.) are capitalized into subscriber system assets and are amortized on a straight-line basis over the initial term of the customer contract. | |||
Arrangements involving the sale of alarm, SMB, VoIP or other systems, as well as other services to the customer can be considered to have multiple elements, including the sale of equipment, installation, monitoring and/or maintenance services. We assess our revenue arrangements to determine the appropriate units of accounting. Once the units of accounting are properly determined, we evaluate the hierarchy of Vendor Specific Objective Evidence (“VSOE”), Third Party Evidence (“TPE”) and Best Estimate of Selling Price (“BESP”) to determine the appropriate selling price for each unit of accounting. VSOE of selling price is based on the price charged when the element is sold separately. TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similarly situated customers. BESP is established considering multiple factors, including, but not limited to, pricing practices in different geographies, gross margin objectives and internal costs. Some of the Company's offerings contain a significant element of proprietary technology and provide substantially unique features and functionality. As a result, the comparable pricing of products with similar functionality typically cannot be obtained. Additionally, the Company is unable to reliably determine what competitors products’ selling prices are on a stand-alone basis and typically not able to determine TPE for such products. Therefore BESP is used for such products in the selling price hierarchy for allocating the total arrangement consideration. BESP reflects the Company's best estimate of what the selling prices of each deliverable would be if it were sold regularly on a standalone basis taking into consideration the cost structure of its business, technical skill required, customer location and other market conditions. | |||
Once the selling prices for all units of accounting are identified, the arrangement consideration is allocated to those separate units based on their relative selling prices. In those types of arrangements, the revenues associated with the equipment and installation services are limited to amounts that are not contingent upon the delivery of the monitoring and/or maintenance services. | |||
For transactions in which we install alarm, SMB, VoIP or other systems without any contracted future services, revenue is recognized upon completion of the installation. | |||
Provisions for certain rebates, refunds and discounts to customers are accounted for as reductions in revenue in the same period the related revenue is recorded based on sales terms and historical experience. Refunds occur in limited circumstances and only after all attempts to resolve customer concerns have been exhausted. Amounts that the Company has refunded during fiscal years 2014, 2013 and 2012 were not material. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
All amounts reported as cash and cash equivalents on the Company’s consolidated balance sheets represent cash or deposits and investments, which are available on demand to the Company with original maturities at the time of purchase of three months or less. Additionally, we had $2.0 million of restricted cash as of December 31, 2013 related to amounts placed in escrow pursuant to the sale of the Transferred Assets (as defined below). See Note 4. | |||
Accounts Receivable | Accounts Receivable | ||
Accounts receivable represents amounts due from customers on sales, installations, monitoring and maintenance contracts that have been adjusted for estimated uncollectible amounts. The Company grants credit to customers and does not require collateral for its accounts receivable. As security, the customer signs a binding agreement before any services are performed and payment for services is billed in advance. The allowance for doubtful accounts receivable reflects the best estimate of probable losses inherent in the Company’s receivable portfolio determined on the basis of historical experience and other currently available evidence. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. | |||
Inventories | Inventories | ||
Inventories are stated at the lower of cost, determined under the first-in, first-out (FIFO) method, or market. Inventories include the cost of materials, direct labor and work in progress. Obsolete or excess inventories are reflected at their estimated realizable values. | |||
Property and Equipment | Property and Equipment | ||
Property and equipment acquired through acquisition, is recorded at estimated fair market value under the purchase method of accounting as of the acquisition date. Additions to property and equipment subsequent to the acquisition date are recorded at cost. The Company capitalizes direct labor and related overhead costs associated with Company-owned monitoring systems installed on subscriber premises. In addition to equipment, direct labor and related overhead costs capitalized for the years ended December 31, 2014, 2013 and 2012 was $17.1 million, $15.6 million and $7.9 million, respectively. Management evaluates long-lived assets, including property and equipment, for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Whether impairment has occurred is determined by comparing the estimated undiscounted cash flows attributable to the assets with the carrying value of the assets. If the carrying value exceeds the undiscounted cash flows, management recognizes the amount of the impairment by estimating the fair value of the assets and recording a provision for loss. The Company has determined there are no events or changes in circumstances that indicate that the carrying value may not be recoverable as of December 31, 2014 and 2013. | |||
Certain leased property is capitalized in accordance with authoritative accounting guidance and the present value of the related minimum lease payments is recorded as a liability, using interest rates appropriate at the inception of each lease. Amortization of capital leased assets is computed on the straight-line method over the life of the asset. | |||
Expenditures for maintenance, repairs and minor renewals are expensed as incurred; expenditures for betterments and major renewals, which substantially increase the useful life of the asset, are capitalized. When assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in operating results. | |||
The Company provides for depreciation using the straight-line method based upon estimated useful lives of the assets as follows: | |||
Years | |||
Subscriber system assets | 3 to 7 | ||
Leasehold improvements | 5 to 10 | ||
Software | 3 to 5 | ||
Furniture, fixtures and equipment | 5 to 7 | ||
Vehicles | 3 to 5 | ||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | ||
Goodwill results from the excess purchase price of an acquisition over the fair value of the net assets acquired and is not amortized. It is tested for impairment annually, or more frequently as warranted by events or changes in circumstances. In testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of the reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, a two-step, quantitative impairment test is then required, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. | |||
The Company elected to perform a quantitative assessment for its goodwill impairment testing and concluded that goodwill is not impaired. Under the quantitative impairment test, the Company compares the fair value of its reporting unit with its carrying amount. The estimated fair value of the reporting unit used in the goodwill impairment test is determined utilizing market indicators of the Company's RMR multiple. Based on quantitative evaluations performed by the Company, management believes no impairment exists in the carrying value of its goodwill or other indefinite-lived intangible assets at December 31, 2014 and 2013. | |||
The Company’s alarm monitoring contracts, which were acquired through acquisitions are amortized on a straight-line basis over periods ranging from 10 to 12 years. | |||
Nonsolicitation agreements, which arose in connection with acquisitions are amortized over the lives of the agreements, which range from 2 to 10 years. | |||
Deferred Charges | Deferred Charges | ||
Deferred charges consist of costs related to borrowings and are deferred and amortized to interest expense over the terms of the related borrowing. Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization. | |||
Customer Deposits | Customer Deposits | ||
Customer deposits represent cash advances received from customers for installing alarm monitoring systems and customer payments for RMR services prior to being invoiced. | |||
Deferred Revenue | Deferred Revenue | ||
Deferred revenue represents advance billings for customer monitoring, maintenance and managed services under contract terms. Revenue is recognized ratably over the period of service associated with the payment. For transactions in which we retain ownership of the system, any amounts collectible upfront are deferred and amortized over the longer of the estimated customer life or the initial term of the contract. | |||
Fair Value of Financial Instruments | Fair Values of Financial Instruments | ||
The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short-term maturities of these assets and liabilities. See Note 9 for the estimated fair value of the Notes. | |||
Income Taxes | Income Taxes | ||
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes (“ASC 740”), which requires the use of the asset and liability method of accounting for income taxes. The current and deferred tax consequences of a transaction are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable currently or in future years. Deferred income taxes are provided for temporary differences between income tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. A valuation allowance reduces deferred tax assets when management determines it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. | |||
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. | |||
Going Concern | Going Concern | ||
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments that might result from the occurrence of any of the uncertainties described in the Operating Model and Liquidity section below. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Schedule of Property and Equipment | The Company provides for depreciation using the straight-line method based upon estimated useful lives of the assets as follows: | |||||||
Years | ||||||||
Subscriber system assets | 3 to 7 | |||||||
Leasehold improvements | 5 to 10 | |||||||
Software | 3 to 5 | |||||||
Furniture, fixtures and equipment | 5 to 7 | |||||||
Vehicles | 3 to 5 | |||||||
Property and equipment consists of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Subscriber system assets | $ | 36,880 | $ | 31,664 | ||||
Equipment | 2,809 | 4,044 | ||||||
Vehicles | 1,125 | 1,759 | ||||||
Software | 2,817 | 3,938 | ||||||
Furniture and fixtures | 543 | 757 | ||||||
Leasehold improvements | 933 | 1,177 | ||||||
45,107 | 43,339 | |||||||
Less: Accumulated depreciation | (17,389 | ) | (22,833 | ) | ||||
$ | 27,718 | $ | 20,506 | |||||
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule of Allocation of Purchase Price | The purchase price allocation recorded in connection with the acquisition is as follows (in thousands): | ||||
Cash and cash equivalents | $ | 1,087 | |||
Accounts receivable | 2,881 | ||||
Inventories | 740 | ||||
Prepaid expenses, other assets | 73 | ||||
Property and equipment | 5,098 | ||||
Alarm monitoring contracts | 22,500 | ||||
Internally developed software | 4,347 | ||||
Goodwill | 16,905 | ||||
Nonsolicitation agreements | 1,320 | ||||
Accounts payable | (1,321 | ) | |||
Accrued expenses | (4,306 | ) | |||
Total consideration | $ | 49,324 | |||
Schedule of Pro Forma Financial Information | The unaudited pro forma financial information below is based on available information and assumptions that the Company believes are reasonable. The unaudited pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s financial condition or results of operations would have been had the transactions described above occurred on the date indicated. The unaudited pro forma financial information also should not be considered representative of the Company’s future financial condition or results of operations. | ||||
Year Ended December 31, | |||||
2012 | |||||
Revenues | $ | 117,335 | |||
Net Loss | $ | (30,545 | ) |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventories | Inventories consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Products | $ | 10,279 | $ | 2,858 | ||||
Work-in-process | 11,376 | 4,023 | ||||||
$ | 21,655 | $ | 6,881 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | The Company provides for depreciation using the straight-line method based upon estimated useful lives of the assets as follows: | |||||||
Years | ||||||||
Subscriber system assets | 3 to 7 | |||||||
Leasehold improvements | 5 to 10 | |||||||
Software | 3 to 5 | |||||||
Furniture, fixtures and equipment | 5 to 7 | |||||||
Vehicles | 3 to 5 | |||||||
Property and equipment consists of the following at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Subscriber system assets | $ | 36,880 | $ | 31,664 | ||||
Equipment | 2,809 | 4,044 | ||||||
Vehicles | 1,125 | 1,759 | ||||||
Software | 2,817 | 3,938 | ||||||
Furniture and fixtures | 543 | 757 | ||||||
Leasehold improvements | 933 | 1,177 | ||||||
45,107 | 43,339 | |||||||
Less: Accumulated depreciation | (17,389 | ) | (22,833 | ) | ||||
$ | 27,718 | $ | 20,506 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Goodwill | Activity for goodwill is set forth as below (in thousands): | |||||||
Balance at December 31, 2012 | $ | 40,463 | ||||||
Additions for current year additions | — | |||||||
Accumulated impairment losses | — | |||||||
Balance at December 31, 2013 | $ | 40,463 | ||||||
Additions for current period | — | |||||||
Accumulated impairment losses | — | |||||||
Balance at December 31, 2014 | $ | 40,463 | ||||||
Schedule of Intangible Assets | Intangible assets are recorded at cost or fair value if acquired in a purchase business combination and consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Alarm monitoring contracts | $ | 58,044 | $ | 94,179 | ||||
Internally developed software | 4,347 | 4,347 | ||||||
Nonsolicitation agreements | 10 | 1,340 | ||||||
Other | 5 | 5 | ||||||
62,406 | 99,871 | |||||||
Less accumulated amortization for: | ||||||||
Alarm monitoring contracts | (35,662 | ) | (64,310 | ) | ||||
Internally developed software | (2,400 | ) | (1,531 | ) | ||||
Nonsolicitation agreements | (9 | ) | (1,180 | ) | ||||
Other | (3 | ) | (2 | ) | ||||
(38,074 | ) | (67,023 | ) | |||||
$ | 24,332 | $ | 32,848 | |||||
Schedule of Future Amortization of Intangible Assets | Amortization of intangible assets for the following five years, as of December 31, 2014, is as follows (in thousands): | |||||||
2015 | $ | 5,476 | ||||||
2016 | 4,149 | |||||||
2017 | 2,855 | |||||||
2018 | 1,995 | |||||||
2019 | 1,907 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accrued Expenses | Accrued expenses consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Payroll and benefit related accruals | $ | 3,885 | $ | 2,629 | ||||
Interest | 9,896 | 10,015 | ||||||
Other | 3,120 | 2,555 | ||||||
$ | 16,901 | $ | 15,199 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-Term Debt | Long-term debt consists of the following at December 31, 2014 and December 31, 2013 (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Notes | $ | 230,000 | $ | 230,000 | ||||
Revolving line of credit | 32,000 | 26,500 | ||||||
$ | 262,000 | $ | 256,500 | |||||
Schedule of Debt Maturities | Based upon outstanding indebtedness as of December 31, 2014, aggregate annual maturities on the total borrowings under all debt agreements as of December 31, 2014 are as follows (in thousands): | |||||||
Year | Amount | |||||||
2015 | $ | — | ||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | 262,000 | |||||||
2019 | — | |||||||
$ | 262,000 | |||||||
Schedule of Deferred Charges | Deferred charges consist of the following at December 31, 2014 and December 31, 2013 (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Deferred financing fees | $ | 10,921 | $ | 10,921 | ||||
Accumulated amortization | (4,267 | ) | (2,083 | ) | ||||
$ | 6,654 | $ | 8,838 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company’s provision for income taxes for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current tax expense | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 496 | 154 | 88 | |||||||||
Total current | 496 | 154 | 88 | |||||||||
Deferred tax expense | ||||||||||||
Federal | 485 | 516 | 485 | |||||||||
State | 57 | 52 | (52 | ) | ||||||||
Total deferred | 542 | 568 | 433 | |||||||||
Total provision for income taxes | $ | 1,038 | $ | 722 | $ | 521 | ||||||
Schedule of Effective Income Tax Rate Reconciliation | The Company’s provision for income taxes differs from the expected tax expense amount computed by applying the statutory federal income tax rate of 35% to loss before income taxes as a result of the following: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax at U.S. statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State taxes, net of benefit | (2.27 | )% | 3.11 | % | 3.6 | % | ||||||
Permanent differences | (10.14 | )% | — | % | — | % | ||||||
Valuation allowance | (27.56 | )% | (39.34 | )% | (40.17 | )% | ||||||
Other, net | 0.71 | % | (0.30 | )% | (0.17 | )% | ||||||
Effective tax rate | (4.26 | )% | (1.53 | )% | (1.74 | )% | ||||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax liabilities and assets are as follows as of December 31 (in thousands): | |||||||||||
2014 | 2013 | |||||||||||
Net operating loss carry forward | $ | 102,662 | $ | 93,479 | ||||||||
Amortizable assets | 2,197 | 2,864 | ||||||||||
Miscellaneous accruals | 894 | 203 | ||||||||||
Bad debt reserve | 432 | 366 | ||||||||||
Inventory reserve | 217 | 228 | ||||||||||
Gross deferred tax asset | 106,402 | 97,140 | ||||||||||
Depreciable assets | (2,459 | ) | (813 | ) | ||||||||
Amortizable assets - acquisition costs | (1,330 | ) | (1,228 | ) | ||||||||
Goodwill | (6,758 | ) | (6,229 | ) | ||||||||
Gross deferred tax liabilities | (10,547 | ) | (8,270 | ) | ||||||||
Net deferred tax asset | 95,855 | 88,870 | ||||||||||
Less: valuation allowances | (103,943 | ) | (96,364 | ) | ||||||||
Net deferred tax liability | $ | (8,088 | ) | $ | (7,494 | ) |
Mezzanine_Equity_Tables
Mezzanine Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||
Temporary Equity Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||
Schedule of Change in Mezzanine Equity | A summary of the change in mezzanine equity for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | ||||||||||||||||||||||||||||||||||
Class A Preferred | Class C Preferred | Class E Preferred | Class F Preferred | Class G Preferred | |||||||||||||||||||||||||||||||
Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | Number of Shares | $1.00 par | ||||||||||||||||||||||||||
value | value | value | value | value | |||||||||||||||||||||||||||||||
Balances at December 31, 2011 | 39 | $ | 85,877 | 16 | $ | 32,439 | 11 | $ | 20,579 | 2 | $ | 3,875 | 2 | $ | 7,094 | ||||||||||||||||||||
Dividends accrued on preferred stock | — | 9,432 | — | 3,368 | — | 2,136 | — | 524 | — | 737 | |||||||||||||||||||||||||
Balances at December 31, 2012 | 39 | 95,309 | 16 | 35,807 | 11 | 22,715 | 2 | 4,399 | 2 | 7,831 | |||||||||||||||||||||||||
Dividends accrued on preferred stock | — | 10,411 | — | 3,717 | — | 2,358 | — | 596 | — | 813 | |||||||||||||||||||||||||
Balances at December 31, 2013 | 39 | 105,720 | 16 | 39,524 | 11 | 25,073 | 2 | 4,995 | 2 | 8,644 | |||||||||||||||||||||||||
Dividends accrued on preferred stock | — | 4,564 | — | 1,630 | — | 502 | — | 14 | — | 19 | |||||||||||||||||||||||||
Dividends paid | — | — | — | — | — | (12,961 | ) | — | (2,309 | ) | — | (2,642 | ) | ||||||||||||||||||||||
Redemption of preferred stock | — | — | — | — | (1 | ) | (653 | ) | (2 | ) | (2,700 | ) | (2 | ) | (6,021 | ) | |||||||||||||||||||
Balances at December 31, 2014 | 39 | $ | 110,284 | 16 | $ | 41,154 | 10 | $ | 11,961 | — | $ | — | — | $ | — | ||||||||||||||||||||
Lease_Commitments_and_Other_Ob1
Lease Commitments and Other Obligations (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Schedule of Future Minimum Rental Payments Under Operating Leases | At December 31, 2014, the future minimum rental payments required under such leases are as follows (in thousands): | |||
2015 | $ | 3,277 | ||
2016 | 2,361 | |||
2017 | 1,585 | |||
2018 | 1,103 | |||
2019 and thereafter | 1,581 | |||
$ | 9,907 | |||
Schedule of Future Minimum Lease Payments Under Capital Leases | At December 31, 2014, the future minimum lease payments under such leases are as follows (in thousands): | |||
2015 | $ | 279 | ||
2016 | 240 | |||
2017 and thereafter | 9 | |||
528 | ||||
Less: current portion | (279 | ) | ||
$ | 249 | |||
Unaudited_Quarterly_Financial_1
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | The following table presents quarterly data for the fiscal years 2014 and 2013 (in thousands): | ||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Revenue | $ | 28,720 | $ | 27,427 | $ | 32,424 | $ | 34,276 | |||||||||
Income (loss) from operations | 31,508 | (5,652 | ) | (8,180 | ) | (10,780 | ) | ||||||||||
Net income (loss) (a) | 27,690 | (12,901 | ) | (15,487 | ) | (17,965 | ) | ||||||||||
(a) Net income for the first quarter of 2014 includes the $39.7 million gain on the sale of the Transferred Assets. | |||||||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Revenue | $ | 30,245 | $ | 31,745 | $ | 32,554 | $ | 32,198 | |||||||||
Loss from operations | (4,519 | ) | (6,004 | ) | (6,094 | ) | (6,541 | ) | |||||||||
Net loss | (10,565 | ) | (12,095 | ) | (12,318 | ) | (12,842 | ) |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Aug. 15, 2014 | |
segment | |||||
Variable Interest Entity [Line Items] | |||||
Number of operating segments | 1 | ||||
Active billing of RMR | $8,400,000 | ||||
Backlog of RMR contracts | 2,000,000 | ||||
Net cash used in operating activities | -44,853,000 | -19,355,000 | -6,260,000 | ||
Working capital | 20,000,000 | -13,200,000 | |||
Long-term debt, including current portion | 266,406,000 | ||||
Selling and marketing expense | 21,100,000 | ||||
Line of Credit [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Amount drawn | 32,000,000 | ||||
Amount available for borrowing | 9,400,000 | ||||
Revolving Credit Facility [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Maximum borrowing capacity | 45,000,000 | ||||
Senior secured notes [Member] | Revolving Credit Facility [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Maximum borrowing capacity | 5,000,000 | ||||
Senior secured notes [Member] | Senior Secured Notes Due 2018 [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Stated interest rate | 9.25% | ||||
Face amount of debt issued | $230,000,000 | ||||
SunTx Capital Partners, L.P. [Member] | Interface Master Holdings, Inc. [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Voting power owned | 88.00% | ||||
Interface Systems [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Percent ownership in Interface Systems | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ||
Percentage owned by Parent | 100.00% | 100.00% |
Restricted cash | $0 | $2,000 |
Allowance for doubtful accounts | $1,105 | $955 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Property and Equipment (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Capitalized Costs, Equipment, Direct Labor and Related Overhead | 17.1 | $15.60 | $7.90 |
Subscriber System Assets [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Subscriber System Assets [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Leaseholds and Leasehold Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Leaseholds and Leasehold Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Software [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Vehicles [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Vehicles [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Customer Contracts [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Customer Contracts [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Nonsolicitation agreements [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Nonsolicitation agreements [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Acquisition_Purchase_Price_All
Acquisition - Purchase Price Allocation (Details) (USD $) | 1 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Goodwill | $40,463 | $40,463 | $40,463 | |
Westec [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash and cash equivalents | 1,087 | |||
Accounts receivable | 2,881 | |||
Inventories | 740 | |||
Prepaid expenses, other assets | 73 | |||
Property and equipment | 5,098 | |||
Alarm monitoring contracts | 22,500 | |||
Internally developed software | 4,347 | |||
Goodwill | 16,905 | |||
Nonsolicitation agreements | 1,320 | |||
Accounts payable | -1,321 | |||
Accrued expenses | -4,306 | |||
Total consideration | 49,324 | |||
Westec [Member] | Customer Contracts [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Finite-Lived Intangible Asset, Weighted Average Period before Next Renewal or Extension | 12 years | |||
Westec [Member] | Nonsolicitation agreements [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Finite-Lived Intangible Asset, Weighted Average Period before Next Renewal or Extension | 5 years |
Acquisition_Pro_Forma_Details
Acquisition - Pro Forma (Details) (Westec [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Westec [Member] | |
Business Acquisition [Line Items] | |
Revenues | $117,335 |
Net Loss | ($30,545) |
Sale_of_Transferred_Assets_Det
Sale of Transferred Assets (Details) (USD $) | 0 Months Ended | ||
In Millions, unless otherwise specified | Jan. 09, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Payments of dividends | $27.30 | ||
Hawk Security Services Asset Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total purchase price | 42.8 | ||
Purchase price paid in cash | 40.7 | ||
Time funds remained in escrow | 6 months | ||
Period of support for transition services | 6 months | ||
Settlement period | 30 days | ||
Accounts receivable | 0.3 | ||
Inventory | 0.3 | ||
Property, plant and equipment | 3.6 | ||
Accrued liabilities | 0.1 | ||
Customer deposits | 0.5 | ||
Deferred revenue | 0.8 | ||
Hawk Security Services Asset Sale [Member] | Restricted Cash [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase price deposited in escrow | $2 | $2.10 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Products | $10,279 | $2,858 |
Work-in-process | 11,376 | 4,023 |
Inventory, net | $21,655 | $6,881 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $45,107 | $43,339 | |
Less: Accumulated depreciation | -17,389 | -22,833 | |
Property and equipment, net | 27,718 | 20,506 | |
Depreciation expense | 9,879 | 10,121 | 7,898 |
Subscriber system assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 36,880 | 31,664 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,809 | 4,044 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,125 | 1,759 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,817 | 3,938 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 543 | 757 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $933 | $1,177 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Activity for Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Beginning balance | $40,463 | $40,463 |
Additions for current period | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Ending balance | $40,463 | $40,463 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Intangible Assets (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $62,406 | $99,871 | |
Intangible assets, accumulated amortization | -38,074 | -67,023 | |
Intangible assets, net | 24,332 | 32,848 | |
Amortization | 8,516 | 10,761 | 10,016 |
Alarm monitoring contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 58,044 | 94,179 | |
Intangible assets, accumulated amortization | -35,662 | -64,310 | |
Internally developed software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 4,347 | 4,347 | |
Intangible assets, accumulated amortization | -2,400 | -1,531 | |
Nonsolicitation agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 10 | 1,340 | |
Intangible assets, accumulated amortization | -9 | -1,180 | |
Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 5 | 5 | |
Intangible assets, accumulated amortization | ($3) | ($2) |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2015 | $5,476 |
2016 | 4,149 |
2017 | 2,855 |
2018 | 1,995 |
2019 | $1,907 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Payroll and benefit related accruals | $3,885 | $2,629 |
Interest | 9,896 | 10,015 |
Other | 3,120 | 2,555 |
Accrued expenses | $16,901 | $15,199 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $262,000 | |
Long-term Debt, Excluding Current Maturities | 262,000 | 256,500 |
Senior secured notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 230,000 | 230,000 |
Revolving line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $32,000 | $26,500 |
LongTerm_Debt_Schedule_of_Debt
Long-Term Debt - Schedule of Debt Maturities (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Contractual Obligation, Fiscal Year Maturity Schedule | |
2015 | $0 |
2016 | 0 |
2017 | 0 |
2018 | 262,000 |
2019 | 0 |
Long-term debt, including current portion | $262,000 |
LongTerm_Debt_Schedule_of_Defe
Long-Term Debt - Schedule of Deferred Charges (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Deferred financing fees | $10,921 | $10,921 |
Accumulated amortization | -4,267 | -2,083 |
Deferred financing fees, net | $6,654 | $8,838 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt - Narrative (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | Jan. 31, 2013 | Mar. 30, 2015 | Aug. 15, 2014 | 16-May-14 | |
Debt Instrument [Line Items] | ||||||||
Amortization of financing fees | $2,184,000 | $2,226,000 | $2,630,000 | |||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 45,000,000 | |||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount drawn | 32,000,000 | |||||||
Amount available for borrowing | 9,400,000 | |||||||
Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 1,000,000 | |||||||
Amount drawn | 100,000 | 100,000 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Covenant terms, recurring monthly revenue ratio | 5 | |||||||
Covenant terms, fixed-charge coverage ratio | 1.25 | |||||||
Covenant, maximum gross attrition rate | 13.00% | |||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, interest rate at period end | 3.75% | 3.75% | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Initial Spread [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on LIBOR | 0.50% | |||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Additional Spread [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on LIBOR | 3.25% | |||||||
Senior secured notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured notes, bid price | 100 | |||||||
Senior secured notes, ask price | 102 | |||||||
Senior secured notes [Member] | Fair Value, Inputs, Level 2 [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of debt | 230,000,000 | |||||||
Senior secured notes [Member] | Fair Value, Inputs, Level 2 [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of debt | 234,600,000 | |||||||
Senior secured notes [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 5,000,000 | |||||||
Senior secured notes [Member] | Senior Secured Notes Due 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt issued | $230,000,000 | |||||||
Stated interest rate | 9.25% | |||||||
Senior secured notes [Member] | Senior Contingent Cash Pay 12 Point 50 Percent Notes [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 12.50% | |||||||
Payment in Kind (PIK) Note [Member] | Senior Contingent Cash Pay 14 Point 50 Percent Notes [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 14.50% |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $1,038 | $722 | $521 |
Effective tax rate | -4.26% | -1.53% | -1.74% |
Net operating loss carry forward | $102,662 | $93,479 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current tax expense | |||
Federal | $0 | $0 | $0 |
State | 496 | 154 | 88 |
Total current | 496 | 154 | 88 |
Deferred tax expense | |||
Federal | 485 | 516 | 485 |
State | 57 | 52 | -52 |
Total deferred | 542 | 568 | 433 |
Total provision for income taxes | $1,038 | $722 | $521 |
Income_Taxes_Income_Tax_Reconc
Income Taxes - Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rate | 35.00% | 35.00% | 35.00% |
State taxes, net of benefit | -2.27% | 3.11% | 3.60% |
Permanent differences | -10.14% | 0.00% | 0.00% |
Valuation allowance | -27.56% | -39.34% | -40.17% |
Other, net | 0.71% | -0.30% | -0.17% |
Effective tax rate | -4.26% | -1.53% | -1.74% |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $102,662 | $93,479 |
Amortizable assets | 2,197 | 2,864 |
Miscellaneous accruals | 894 | 203 |
Bad debt reserve | 432 | 366 |
Inventory reserve | 217 | 228 |
Gross deferred tax asset | 106,402 | 97,140 |
Depreciable assets | -2,459 | -813 |
Amortizable assets - acquisition costs | -1,330 | -1,228 |
Goodwill | -6,758 | -6,229 |
Gross deferred tax liabilities | -10,547 | -8,270 |
Net deferred tax asset | 95,855 | 88,870 |
Less: valuation allowances | -103,943 | -96,364 |
Net deferred tax liability | ($8,088) | ($7,494) |
Mezzanine_Equity_Narrative_Det
Mezzanine Equity - Narrative (Details) (USD $) | 0 Months Ended | 5 Months Ended | 12 Months Ended | ||||
30-May-14 | Jan. 09, 2014 | 29-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | |
Temporary Equity [Line Items] | |||||||
Proceeds of issuance from common stock | $71,600,000 | $71,600,000 | $0 | $0 | |||
Preferred stock dividends accrued at the annual rate | 10.00% | ||||||
Payments of dividends | 27,300,000 | ||||||
Redeemable Class A Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 70,000 | 70,000 | |||||
Mezzanine equity, par value (in dollars per share) | $1 | $1 | |||||
Redeemable Class C Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 60,000 | 60,000 | |||||
Mezzanine equity, par value (in dollars per share) | $1 | $1 | |||||
Number of shares of Class A common stock to be issued upon conversion | 1 | ||||||
Number of shares of Class C preferred stock to be issued upon conversion | 1 | ||||||
Convertible and Redeemable Class E Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 50,000 | 50,000 | |||||
Mezzanine equity, par value (in dollars per share) | $1 | $1 | |||||
Convertible and Redeemable Class F Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 50,000 | 5,000 | |||||
Mezzanine equity, par value (in dollars per share) | 1 | $1 | |||||
Preferred stock dividends accrued at the annual rate | 12.90% | ||||||
Redeemable Class G Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 5,000 | 5,000 | |||||
Mezzanine equity, par value (in dollars per share) | 1 | $1 | |||||
Interface Master Holdings, Inc. [Member] | Common Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | ||||||
Interface Master Holdings, Inc. [Member] | Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | ||||||
Interface Master Holdings, Inc. [Member] | All Classes of Common and Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | |||||
Senior secured notes [Member] | Interface Master Holdings, Inc. [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Face amount of debt issued | $115,000,000 |
Mezzanine_Equity_Changes_in_Me
Mezzanine Equity - Changes in Mezzanine Equity (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Ending Balance, Shares Issued, Value | $163,399 | $183,956 | |
Class A Preferred [Member] | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning Balance, Shares Issued, Value | 105,720 | 95,309 | 85,877 |
Beginning Balance, Shares Issued (in number of shares) | 39 | 39 | 39 |
Dividends accrued on preferred stock | 4,564 | 10,411 | 9,432 |
Dividends paid | 0 | ||
Ending Balance, Shares Issued, Value | 110,284 | 105,720 | 95,309 |
Ending Balance, Shares Issued (in number of shares) | 39 | 39 | 39 |
Class C Preferred Member] | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning Balance, Shares Issued, Value | 39,524 | 35,807 | 32,439 |
Beginning Balance, Shares Issued (in number of shares) | 16 | 16 | 16 |
Dividends accrued on preferred stock | 1,630 | 3,717 | 3,368 |
Dividends paid | 0 | ||
Ending Balance, Shares Issued, Value | 41,154 | 39,524 | 35,807 |
Ending Balance, Shares Issued (in number of shares) | 16 | 16 | 16 |
Class E Preferred [Member] | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning Balance, Shares Issued, Value | 25,073 | 22,715 | 20,579 |
Beginning Balance, Shares Issued (in number of shares) | 11 | 11 | 11 |
Dividends accrued on preferred stock | 502 | 2,358 | 2,136 |
Dividends paid | -12,961 | ||
Redemption of preferred stock | -653 | ||
Redemption of preferred stock (in number of shares) | -1 | ||
Ending Balance, Shares Issued, Value | 11,961 | 25,073 | 22,715 |
Ending Balance, Shares Issued (in number of shares) | 10 | 11 | 11 |
Class F Preferred [Member] | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning Balance, Shares Issued, Value | 4,995 | 4,399 | 3,875 |
Beginning Balance, Shares Issued (in number of shares) | 2 | 2 | 2 |
Dividends accrued on preferred stock | 14 | 596 | 524 |
Dividends paid | -2,309 | ||
Redemption of preferred stock | -2,700 | ||
Redemption of preferred stock (in number of shares) | -2 | ||
Ending Balance, Shares Issued, Value | 0 | 4,995 | 4,399 |
Ending Balance, Shares Issued (in number of shares) | 0 | 2 | 2 |
Class G Preferred [Member] | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning Balance, Shares Issued, Value | 8,644 | 7,831 | 7,094 |
Beginning Balance, Shares Issued (in number of shares) | 2 | 2 | 2 |
Dividends accrued on preferred stock | 19 | 813 | 737 |
Dividends paid | -2,642 | ||
Redemption of preferred stock | -6,021 | ||
Redemption of preferred stock (in number of shares) | -2 | ||
Ending Balance, Shares Issued, Value | $0 | $8,644 | $7,831 |
Ending Balance, Shares Issued (in number of shares) | 0 | 2 | 2 |
Stockholders_Equity_Holdings_C
Stockholders' Equity - Holdings' Certificate of Incorporation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Common stock, par value (in dollars per share) | 0.01 | $0.01 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Common stock, par value (in dollars per share) | 0.01 | $0.01 |
Class A Common Stock for Class B Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Conversion of Stock, Number of Shares That Can Be Received in a Conversion | 1 |
Stockholders_Equity_Related_Pa
Stockholders' Equity - Related Party (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 13, 2001 |
Equity [Abstract] | |||
Related party notes receivable | $0 | $100,000 | $250,000 |
Benefit_Plan_Details
Benefit Plan (Details) (Plan [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
age | |||
Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Age Requirement | 21 | ||
Defined Contribution Plan, Requisite Service Period | 6 months | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $0.10 | $0.20 | $0.10 |
Lease_Commitments_and_Other_Ob2
Lease Commitments and Other Obligations (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases, Future Minimum Rental Payments Due | |||
2015 | $3,277,000 | ||
2016 | 2,361,000 | ||
2017 | 1,585,000 | ||
2018 | 1,103,000 | ||
2019 and thereafter | 1,581,000 | ||
Operating leases, future minimum rental payments due | 9,907,000 | ||
Operating leases, rent expense | 6,100,000 | 4,800,000 | 3,800,000 |
Capital Leases, Future Minimum Rental Payments Due | |||
2015 | 279,000 | ||
2016 | 240,000 | ||
2017 and thereafter | 9,000 | ||
Capital leases, future minimum rental payments due | 528,000 | ||
Less: current portion | -279,000 | ||
Capital leases, future minimum payments, less current portion | 249,000 | ||
Capital leases for equipment and vehicles | 2,200,000 | 2,500,000 | |
Accumulated depreciation for capital leased assets | 1,500,000 | 2,100,000 | |
Notes Payable, Other Payables [Member] | Non-Interest Bearing [Member] | |||
Debt Instrument [Line Items] | |||
Financing arrangement for purchase of inventory | 3,900,000 | 200,000 | |
Financing arrangement for purchase of inventory, current portion | $1,800,000 | $200,000 | |
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Purchase Commitment, Period | 24 months | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Purchase Commitment, Period | 36 months |
Concentrations_of_Credit_Risk_1
Concentrations of Credit Risk and Significant Customers (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Concentration Risk [Line Items] | ||
Number of major customers | 2 | 2 |
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.50% | 17.20% |
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 6.60% | 4.60% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.50% | 20.50% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 2.20% | 0.60% |
Vendor Concentration Risk, Subscriber System Assets [Member] | ||
Concentration Risk [Line Items] | ||
Payments to suppliers | 14 | 6 |
Accounts payable | 2.8 | 1 |
Vendor Concentration Risk, Subscriber System Assets [Member] | Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.30% | 6.20% |
Vendor Concentration Risk, Security Alarm and Managed Services Industry [Member] | ||
Concentration Risk [Line Items] | ||
Payments to suppliers | 11 | 10.3 |
Accounts payable | 3 | 2.4 |
Vendor Concentration Risk, Security Alarm and Managed Services Industry [Member] | Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 9.60% | 10.70% |
Noncontrolling_Interest_Detail
Noncontrolling Interest (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Nov. 30, 2004 | |
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest share of net loss | $0 | ($30,000) | ($39,000) | ||
Holdings [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Percent of common stock owned | 99.00% | ||||
Acquisition of remaining noncontrolling interest | $100,000 | ||||
GAC [Member] | Holdings [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Voting common stock acquired | 80.00% |
Related_Party_Details
Related Party (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Jun. 30, 2014 | |
SunTx Management [Member] | |||||
Related Party Transaction [Line Items] | |||||
Term of management agreement | 10 years | ||||
Notice period for termination of management agreement | 90 days | ||||
Annual management services fees to be paid under Management Agreement | $500,000 | ||||
Equity transaction fee to be paid under Management Agreement, as a percentage of the total enterprise value involved in the transaction | 2.00% | ||||
Management Agreement, Requirements, Minimum Amount of Additional Indebtedness Allowed | 1 | ||||
SunTx Management [Member] | Fees Paid Under Management Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transactions, expenses | 200,000 | 500,000 | 500,000 | ||
Former employee and shareholder [Member] | Settled Litigation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Non-interest bearing loan to former employee and shareholder | $500,000 | ||||
Percentage of common stock owned by related party secured by pledge agreement | 50.00% | ||||
Number of shares of common stock owned by related party | 2,074.02 | ||||
Percentage of common stock outstanding owned by related party | 7.00% | ||||
Interface Master Holdings, Inc. [Member] | All Classes of Common and Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% |
Unaudited_Quarterly_Financial_2
Unaudited Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenue | $34,276 | $32,424 | $27,427 | $28,720 | $32,198 | $32,554 | $31,745 | $30,245 | $122,847 | $126,742 | $110,445 |
Income (loss) from operations | -10,780 | -8,180 | -5,652 | 31,508 | -6,541 | -6,094 | -6,004 | -4,519 | 6,896 | -23,158 | -10,730 |
Net loss | -17,965 | -15,487 | -12,901 | 27,690 | -12,842 | -12,318 | -12,095 | -10,565 | -18,663 | -47,820 | -29,331 |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 39,715 | 0 | 0 | ||||||||
Transferred Assets [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $39,700 |
Subsequent_Events_Narrative_De
Subsequent Events - Narrative (Details) (USD $) | 1 Months Ended | 0 Months Ended | 2 Months Ended | |||
Feb. 28, 2015 | Mar. 19, 2015 | Mar. 31, 2015 | Jan. 31, 2013 | Mar. 30, 2015 | Jan. 20, 2015 | |
Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $45,000,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Extension of Contractual Services, Period of Time | 3 years | |||||
Increase (Decrease) in Monthly Revenue, Contractual Agreement | 118,000 | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | 50,000,000 | |||||
Subsequent Event [Member] | Purchase of Inventory and Managed Support Services [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt issued | 900,000 | |||||
Debt Instrument, Term | 24 months | |||||
Subsequent Event [Member] | Former Senior Executive and Current Shareholder [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Contractual Obligation | 1,200,000 | |||||
Sales Commissions and Fees | $400,000 |
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Information (Details) (Senior Secured Notes Due 2018 [Member], Senior secured notes [Member], USD $) | Jan. 31, 2013 |
In Millions, unless otherwise specified | |
Senior Secured Notes Due 2018 [Member] | Senior secured notes [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Face amount of debt issued | $230 |
Schedule_IIValuation_and_Quali1
Schedule II-Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $96,364 | $82,161 | $54,505 |
Additions to Deferred Taxes | 7,579 | 14,203 | 27,656 |
Balance at End of Year | $103,943 | $96,364 | $82,161 |