Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation |
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Organization |
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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 and 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”. |
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Basis of Presentation |
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The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All significant transactions and account balances between entities included in the consolidated financial statements have been eliminated in consolidation. The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of March 31, 2015, and the results of operations for the three months ended March 31, 2015 and 2014. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information; accordingly, certain information and footnote disclosures typically included in the Company’s annual financial statements have been condensed or omitted from this report. In management’s opinion, all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods disclosed have been made. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2015. Information presented as of December 31, 2014 is derived from audited financial statements. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results expected for the full year. |
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Significant Accounting Policies |
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There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2015, as compared to the significant accounting policies disclosed in Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
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Going Concern |
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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. |
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Management believes that the Company’s current capital resources are adequate to continue operations, maintain its business strategy and grow recurring monthly revenue (“RMR”) for the next twelve months. Based on its current cash projections which includes our expected continued investment in RMR growth activities, the current Contracted Backlog of $1.0 million and new RMR created in 2014 from the Contracted Backlog which will begin to generate 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. |
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The Company is engaged in discussions with potential customers for high volume net new RMR growth opportunities. To achieve positive cash flow during high volume RMR growth, management would have to address the cash flow requirements of the Company to complete these new opportunities for the next twelve months and beyond. The Company did not, however, secure any additional financing during the first quarter of 2015 from existing shareholders or otherwise. |
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Operating Model and Liquidity |
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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 Unites States and a majority of the Company’s long-lived assets are located primarily 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 cost to create new customers internally and this investment is not capitalized. The Company generates substantial operating losses as a result of expensing the majority of its investment in subscriber RMR growth. |
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The Company incurred direct costs of $25.3 million and $7.8 million to create new RMR of $1.1 million and $0.2 million for the three months ended March 31, 2015 and 2014, respectively. The Company's cash used for operations for the three months ended March 31, 2015 is primarily due to these investments. |
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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 resulting from the steady growth in the Company’s 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. As of March 31, 2015, the Company is actively billing approximately $9.3 million of RMR and has a Contracted Backlog of RMR contracts totaling $1.0 million with a majority expected to be installed in 2015. |
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In February 2015, the Company successfully negotiated a contract term extension in connection with the SMB and VoIP services for one of the Company’s largest customers. The contract negotiations resulted in a three year 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. |
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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. |
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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 expenses related to the sales and marketing activity for new RMR opportunities that was spent in 2015 could be eliminated as well as other fixed overhead and operating costs associated with installing net new RMR and 2015 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. |
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In March 2015, the Company received a waiver of any default under its Revolving Credit Facility (as defined below) resulting from the going concern emphasis in the audit report for the year ended December 31, 2014. The Company also entered into a fourth amendment to the Revolving Credit Facility increasing the facility from $45.0 million to $50.0 million. The Company had $32.0 million drawn and $14.0 million available for borrowing under its Revolving Credit Facility at March 31, 2015. As of April 30, 2015, the Company had $34.0 million drawn and $13.4 million available for borrowing under its Revolving Credit Facility. See Note 7. |
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The Company used $12.6 million and $15.1 million of cash for operations for the three months ended March 31, 2015 and 2014, respectively, and had negative working capital of $3.4 million as of March 31, 2015 and positive working capital of $20.0 million as of December 31, 2014. In addition, as of March 31, 2015, the Company had $262.0 million of total indebtedness. |
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Other Comprehensive Income |
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The Company did not recognize any other comprehensive income during the three months ended March 31, 2015 and 2014. |