Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | INTERFACE SECURITY SYSTEMS HOLDINGS INC | |
Entity Central Index Key | 1164255 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
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 |
Unaudited_Consolidated_Balance
Unaudited Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $1,586 | $25,833 |
Accounts receivable, less allowance for doubtful accounts of $1,205 and $1,105 | 14,308 | 11,964 |
Inventories | 14,612 | 21,655 |
Prepaid expenses, notes receivable and other assets | 3,905 | 3,460 |
Total current assets | 34,411 | 62,912 |
Property and equipment, net | 35,893 | 27,718 |
Intangible assets, net | 22,772 | 24,332 |
Goodwill | 40,463 | 40,463 |
Deferred charges | 6,158 | 6,654 |
Other assets | 7,301 | 7,216 |
Total assets | 146,998 | 169,295 |
Current liabilities | ||
Current portion of capital leases and other obligations | 2,517 | 2,126 |
Accounts payable | 17,098 | 18,070 |
Accrued expenses | 12,784 | 16,901 |
Customer deposits | 1,823 | 2,375 |
Deferred revenue | 3,629 | 3,419 |
Total current liabilities | 37,851 | 42,891 |
Long-term deferred revenue | 2,825 | 2,826 |
Deferred tax liability | 8,255 | 8,088 |
Capital leases and other obligations | 1,649 | 2,280 |
Long-term debt | 262,000 | 262,000 |
Total liabilities | 312,580 | 318,085 |
Mezzanine equity | ||
Total mezzanine equity | 163,399 | 163,399 |
Stockholders' deficit | ||
Additional paid-in-capital | 71,564 | 71,564 |
Accumulated deficit | -400,581 | -383,789 |
Total stockholders' deficit | -328,981 | -312,189 |
Total liabilities and stockholders' deficit | 146,998 | 169,295 |
Redeemable Class A Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 110,284 | 110,284 |
Redeemable Class C Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 41,154 | 41,154 |
Convertible and Redeemable Class E Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 11,961 | 11,961 |
Common Class A [Member] | ||
Stockholders' deficit | ||
Value of common stock | 26 | 26 |
Common Class B [Member] | ||
Stockholders' deficit | ||
Value of common stock | $10 | $10 |
Unaudited_Consolidated_Balance1
Unaudited Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $1,205 | $1,105 |
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 | 10,467 |
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 | 2,632,840 |
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 | 976,880 |
Unaudited_Consolidated_Stateme
Unaudited Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Services | $32,869 | $25,705 |
Products | 5,433 | 3,015 |
Total revenue | 38,302 | 28,720 |
Costs and Expenses | ||
Cost of services | 32,915 | 19,754 |
Cost of products | 5,059 | 3,772 |
General and administrative expenses | 5,934 | 8,100 |
Amortization | 1,560 | 2,372 |
Depreciation | 3,018 | 2,450 |
Loss on sale of long-lived assets | 226 | 479 |
Gain on sale of Transferred Assets | 0 | -39,715 |
Total costs and expenses | 48,712 | -2,788 |
(Loss) income from operations | -10,410 | 31,508 |
Interest expense | -6,164 | -6,133 |
Interest income | 0 | 4 |
(Loss) income before provision for income taxes | -16,574 | 25,379 |
Provision for income taxes | -218 | 2,311 |
Net (loss) income | -16,792 | 27,690 |
Net (loss) income attributable to common stockholders | -16,792 | 23,640 |
Redeemable Class A Preferred Stock [Member] | ||
Costs and Expenses | ||
Dividends accrued on preferred stock | 0 | -2,730 |
Redeemable Class C Preferred Stock [Member] | ||
Costs and Expenses | ||
Dividends accrued on preferred stock | 0 | -975 |
Convertible and Redeemable Class E Preferred Stock [Member] | ||
Costs and Expenses | ||
Dividends accrued on preferred stock | 0 | -312 |
Convertible and Redeemable Class F Preferred Stock [Member] | ||
Costs and Expenses | ||
Dividends accrued on preferred stock | 0 | -14 |
Redeemable Class G Preferred Stock [Member] | ||
Costs and Expenses | ||
Dividends accrued on preferred stock | $0 | ($19) |
Unaudited_Consolidated_Stateme1
Unaudited Consolidated Statement of Changes in Stockholders' Deficit (USD $) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] | Common Stock [Member] | Additional paid-in Capital [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | Common Class A [Member] | Common Class B [Member] | USD ($) | USD ($) | ||
USD ($) | USD ($) | ||||||
Balances, beginning of period at Dec. 31, 2014 | ($312,189) | $26 | $10 | $71,564 | ($383,789) | ||
Balances, beginning of period (in shares) at Dec. 31, 2014 | 2,632,840 | 976,880 | 2,633,000 | 977,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | -16,792 | -16,792 | |||||
Balances, end of period at Mar. 31, 2015 | ($328,981) | $26 | $10 | $71,564 | ($400,581) | ||
Balances, end of period (in shares) at Mar. 31, 2015 | 2,632,840 | 976,880 | 2,633,000 | 977,000 |
Unaudited_Consolidated_Stateme2
Unaudited Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities | ||
Net (loss) income | ($16,792) | $27,690 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization | 1,560 | 2,372 |
Depreciation | 3,018 | 2,450 |
Amortization of deferred charges | 546 | 546 |
Deferred income tax | 167 | -1,099 |
Loss on sale of long-lived assets | 226 | 479 |
Gain on sale of Transferred Assets | 0 | -39,715 |
Change in operating assets and liabilities | ||
Accounts receivable | -2,344 | 342 |
Inventories | 7,043 | 320 |
Prepaid expenses, notes receivable and other assets | -530 | -1,640 |
Accounts payable | -1,005 | -1,569 |
Accrued expenses | -4,117 | -6,355 |
Customer deposits | -552 | 122 |
Deferred revenue | 209 | 946 |
Net cash used in operating activities | -12,571 | -15,111 |
Cash flows from investing activities | ||
Capital expenditures, subscriber system assets | -11,214 | -2,181 |
Capital expenditures, other | -179 | -352 |
Proceeds from sale of property and equipment | 7 | 92 |
Proceeds from sale of Transferred Assets | 0 | 40,799 |
Change in restricted cash | 0 | -140 |
Net cash (used) provided by investing activities | -11,386 | 38,218 |
Cash flows from financing activities | ||
Proceeds from Revolving Credit Facility | 0 | 4,500 |
Payments on capital leases and other obligations | -240 | -109 |
Dividends paid on preferred stock | 0 | -17,912 |
Redemption of preferred stock | 0 | -9,374 |
Deferred financing fees | -50 | 0 |
Net cash used by financing activities | -290 | -22,895 |
Net (decrease) increase in cash | -24,247 | 212 |
Cash and cash equivalents | ||
Beginning of period | 25,833 | 361 |
End of period | 1,586 | 573 |
Supplemental Disclosures | ||
Cash paid for interest | 10,965 | 10,390 |
Noncash items | ||
Capital expenditures in accounts payable | 242 | 112 |
Redeemable Class A Preferred Stock [Member] | ||
Noncash items | ||
Dividends accrued | 0 | -2,730 |
Redeemable Class C Preferred Stock [Member] | ||
Noncash items | ||
Dividends accrued | 0 | -975 |
Convertible and Redeemable Class E Preferred Stock [Member] | ||
Noncash items | ||
Dividends accrued | 0 | -312 |
Convertible and Redeemable Class F Preferred Stock [Member] | ||
Noncash items | ||
Dividends accrued | 0 | -14 |
Redeemable Class G Preferred Stock [Member] | ||
Noncash items | ||
Dividends accrued | $0 | ($19) |
Organization_and_Basis_of_Pres
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 |
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 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”. | |
Basis of Presentation | |
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. | |
Significant Accounting Policies | |
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. | |
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”) 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. | |
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. | |
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 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. | |
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. | |
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. | |
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. | |
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 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. | |
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. | |
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. | |
Other Comprehensive Income | |
The Company did not recognize any other comprehensive income during the three months ended March 31, 2015 and 2014. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
Inventories consist of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Products | $ | 6,965 | $ | 10,279 | ||||
Work-in-process | 7,647 | 11,376 | ||||||
$ | 14,612 | $ | 21,655 | |||||
Sale_of_Transferred_Assets
Sale of Transferred Assets | 3 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Transferred Assets | Sale of Transferred Assets |
Pursuant to an Asset Purchase Agreement (the “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 Company 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 sheet as of December 31, 2013. The funds remained in escrow for 6 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 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 6 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 the stockholders as permitted under the indenture governing the Senior Secured Notes. |
Property_and_Equipment
Property and Equipment | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment consists of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Subscriber system assets | $ | 47,423 | $ | 36,880 | ||||
Equipment | 2,886 | 2,809 | ||||||
Vehicles | 1,036 | 1,125 | ||||||
Software | 2,877 | 2,817 | ||||||
Furniture and fixtures | 544 | 543 | ||||||
Leasehold improvements | 955 | 933 | ||||||
55,721 | 45,107 | |||||||
Less: Accumulated depreciation | (19,828 | ) | (17,389 | ) | ||||
$ | 35,893 | $ | 27,718 | |||||
Depreciation expense was $3.0 million and $2.5 million for the three months ended March 31, 2015 and 2014, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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, 2014 | $ | 40,463 | ||||||
Additions for current period | — | |||||||
Accumulated impairment losses | — | |||||||
Balance at March 31, 2015 | $ | 40,463 | ||||||
Intangible assets are recorded at cost or fair value if acquired in a purchase business combination and consist of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Alarm monitoring contracts | $ | 57,075 | $ | 58,044 | ||||
Internally developed software | 4,347 | 4,347 | ||||||
Other | 15 | 15 | ||||||
61,437 | 62,406 | |||||||
Less Accumulated amortization for: | ||||||||
Alarm monitoring contracts | (36,035 | ) | (35,662 | ) | ||||
Internally developed software | (2,618 | ) | (2,400 | ) | ||||
Other | (12 | ) | (12 | ) | ||||
(38,665 | ) | (38,074 | ) | |||||
$ | 22,772 | $ | 24,332 | |||||
Amortization of intangible assets was $1.6 million and $2.4 million for the three months ended March 31, 2015 and 2014, respectively. Amortization of intangible assets for the following five years, as of March 31, 2015, is as follows (in thousands): | ||||||||
Nine months ending December 31, 2015 | $ | 3,917 | ||||||
2016 | 4,149 | |||||||
2017 | 2,855 | |||||||
2018 | 1,995 | |||||||
2019 | 1,907 | |||||||
2020 | 1,877 | |||||||
Accrued_Expenses
Accrued Expenses | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued Expenses | |||||||
Accrued expenses consist of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Payroll and benefit related accruals | $ | 4,209 | $ | 3,885 | ||||
Interest | 4,567 | 9,896 | ||||||
Other | 4,008 | 3,120 | ||||||
$ | 12,784 | $ | 16,901 | |||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Long-Term Debt | |||||||
Long-term debt consists of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Notes | $ | 230,000 | $ | 230,000 | ||||
Revolving line of credit | 32,000 | 32,000 | ||||||
$ | 262,000 | $ | 262,000 | |||||
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 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 9.25% 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 future domestic restricted subsidiaries and are secured by substantially all of the Company’s and the 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, 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 $14.0 million at March 31, 2015. 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 March 31, 2015 and December 31, 2014, the Company had $0.1 million in letters of credit outstanding. | ||||||||
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 March 31, 2015). 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 March 31, 2015, 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 its 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 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 increasing the facility from $45.0 million to $50.0 million. | ||||||||
Based upon outstanding indebtedness as of March 31, 2015, aggregate annual maturities on the total borrowings under all debt agreements as of March 31, 2015 are as follows (in thousands): | ||||||||
Year | Amount | |||||||
2015 | $ | — | ||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | 262,000 | |||||||
2019 | — | |||||||
$ | 262,000 | |||||||
At March 31, 2015, the Notes traded at a range of 100.25 to 101.25 based upon available market information. The range of the estimated fair value of the Company's Notes was $230.6 million to $232.9 million as of March 31, 2015 and $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. The Company does not have any assets categorized as Level 1 or Level 3 in the fair value hierarchy and there were no transfers made into or out of the Company's Level 2 financial assets during the three months ended March 31, 2015 and 2014. See Note 8. | ||||||||
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 March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Deferred financing fees | $ | 10,971 | $ | 10,921 | ||||
Accumulated amortization | (4,813 | ) | (4,267 | ) | ||||
$ | 6,158 | $ | 6,654 | |||||
Amortization of deferred financing costs was $0.5 million and $0.5 million for the three months ended March 31, 2015 and 2014, respectively, which is included in interest expense in the accompanying unaudited consolidated statement of operations. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | |
Mar. 31, 2015 | ||
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. Fair value may be subsequently adjusted to ensure that those assets and liabilities are recorded at fair value. 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 | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The Company recognized income tax expense of $0.2 million and income tax benefit of $2.3 million for the three months ended March 31, 2015 and 2014, respectively, resulting in an effective tax rate of 1.32% and (9.10)% for the three months ended March 31, 2015 and 2014, respectively, In each period, 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 it 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. |
Mezzanine_Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity |
Mezzanine equity in the consolidated balance sheets as of March 31, 2015 and December 31, 2014 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. In May 2014, the Company adopted an amended and restated certificate of incorporation 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. | |
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), due and payable upon a liquidation event (as defined in the prior charter). 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 Holdings’ 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 the stockholders as permitted under the indenture governing the Notes. There was no change in mezzanine equity from December 31, 2014. | |
Stockholders’ Equity | |
Holdings’ 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 Holdings with an aggregate of $250,000 in recourse promissory notes payable to the Company, with the shares pledged as collateral. In April 2014, all of the promissory notes issued by management were paid in full and terminated. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Mezzanine Equity |
Mezzanine equity in the consolidated balance sheets as of March 31, 2015 and December 31, 2014 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. In May 2014, the Company adopted an amended and restated certificate of incorporation 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. | |
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), due and payable upon a liquidation event (as defined in the prior charter). 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 Holdings’ 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 the stockholders as permitted under the indenture governing the Notes. There was no change in mezzanine equity from December 31, 2014. | |
Stockholders’ Equity | |
Holdings’ 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 Holdings with an aggregate of $250,000 in recourse promissory notes payable to the Company, with the shares pledged as collateral. In April 2014, all of the promissory notes issued by management were paid in full and terminated. |
Benefit_Plan
Benefit Plan | 3 Months Ended |
Mar. 31, 2015 | |
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 three months ended March 31, 2015, the Company made a contribution of $0.2 million to the Plan. The Company did not make a contribution to the Plan during the three months ended March 31, 2014. |
Lease_Commitments_and_Other_Ob
Lease Commitments and Other Obligations | 3 Months Ended | |||
Mar. 31, 2015 | ||||
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 March 31, 2015, the future minimum rental payments required under such leases are as follows (in thousands): | ||||
Nine months ending December 31, 2015 | $ | 2,403 | ||
2016 | 2,460 | |||
2017 | 1,693 | |||
2018 | 1,215 | |||
2019 and thereafter | 1,754 | |||
$ | 9,525 | |||
Rental expense for equipment, building rent, computer systems and vehicles for the three months ended March 31, 2015 and 2014 was $2.1 million and $1.5 million, respectively. | ||||
In addition to the operating leases above, the Company has equipment leases that are accounted for as capital leases. At March 31, 2015, the future minimum lease payments under such leases are as follows (in thousands): | ||||
Nine months ending December 31, 2015 | $ | 224 | ||
2016 | 240 | |||
2017 and thereafter | 9 | |||
473 | ||||
Less: current portion | (301 | ) | ||
$ | 172 | |||
Capital leases for equipment had a book value of $2.1 million and $2.2 million and accumulated depreciation of $1.5 million and $1.5 million at March 31, 2015 and December 31, 2014, respectively. | ||||
The Company has entered into financing arrangements for the purchase of inventory. 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 $3.7 million and $3.9 million at March 31, 2015 and December 31, 2014, respectively. The current portion of these borrowings was $2.2 million and $1.8 million at March 31, 2015 and December 31, 2014, respectively. The imputed interest on the financing arrangements was not significant based on the lender's borrowing rate. | ||||
In March 2015, the Company entered into a financing arrangement for the purchase of inventory and managed support services in the amount of $0.9 million. At March 31, 2015, the Company has the right, but not the obligation to satisfy the loan until deliver and acceptance has occurred. The financing arrangement is non-interest bearing and payable over 24 months. |
Concentrations_of_Credit_Risk_
Concentrations of Credit Risk and Significant Customers | 3 Months Ended |
Mar. 31, 2015 | |
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 20.6% and 15.8%, respectively, of total revenues for the three months ended March 31, 2015. The associated accounts receivable from these two customers as a percentage of the Company’s accounts receivable, net, were 32.5% and 16.3%, respectively, as of March 31, 2015. For the three months ended March 31, 2014, the Company's two largest customers accounted for 19.1% and 6.9%, respectively, of total revenues and represented 20.5% and 5.3%, respectively, of the Company’s total accounts receivable, net, as of March 31, 2014. | |
Purchases from a specific vendor that provides subcontract labor in the security alarm and managed services industry totaled $7.5 million and $1.5 million for the three months ended March 31, 2015 and 2014, respectively. At March 31, 2015 and March 31, 2014, the Company had an accounts payable balance of $2.8 million and $0.7 million, respectively, due to the vendor. Purchases from this vendor represented 23.6% and 6.4% of the Company’s total purchases for the three months ended March 31, 2015 and 2014, respectively. Additionally, purchases of equipment from another vendor totaled $1.7 million and $2.4 million for the three months ended March 31, 2015 and 2014, respectively. At March 31, 2015 and March 31, 2014, the Company had an accounts payable balance of $3.0 million and $2.0 million, respectively, due to the vendor. Purchases from this vendor represented 5.4% and 10.1% of the Company’s total purchases for the three months ended March 31, 2015 and 2014, respectively. Although approximately 29.0% and 16.5% of the Company’s total purchases were purchased from these vendors for the three months ended March 31, 2015 and 2014, respectively, the Company continues to maintain strong relationships with other vendors in the industry and has the ability to purchase the necessary equipment and services from these other vendors to continue its operations, if needed. |
Related_Party
Related Party | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and therefore, no fees were paid to SunTx Management during the period from June 2014 to March 2015. Fees paid to SunTx Management were $0.1 million for the three months ended March 31, 2014. | |
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. | |
In January 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 3 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. 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. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The Board received feedback that having different balance sheet presentation requirements for debt issuance costs and debt discount and premium creates unnecessary complexity. Recognizing debt issuance costs as a deferred charge (that is, an asset) also is different from the guidance in International Financial Reporting Standards, which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, “Elements of Financial Statements,” which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. FASB Concepts Statement No. 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public business entities, the amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Application of this new accounting guidance will result in the reclassification of our debt issuance costs At March 31, 2015, the Company had $6.2 million of unamortized debt issue costs classified within deferred charges. | |
In May 2014, the FASB issued 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, 2017, and early adoption is not permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated 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, the ASU 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. |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2015 | |
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 7). Pursuant to the indenture governing the Notes, such notes are fully and unconditionally and jointly and severally guaranteed by each of the Company's future domestic restricted 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. |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
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. | |
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. | |
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. | |
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. | |
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 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. | |
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. | |
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. | |
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. | |
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 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. | |
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. | |
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. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventories | Inventories consist of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Products | $ | 6,965 | $ | 10,279 | ||||
Work-in-process | 7,647 | 11,376 | ||||||
$ | 14,612 | $ | 21,655 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | Property and equipment consists of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Subscriber system assets | $ | 47,423 | $ | 36,880 | ||||
Equipment | 2,886 | 2,809 | ||||||
Vehicles | 1,036 | 1,125 | ||||||
Software | 2,877 | 2,817 | ||||||
Furniture and fixtures | 544 | 543 | ||||||
Leasehold improvements | 955 | 933 | ||||||
55,721 | 45,107 | |||||||
Less: Accumulated depreciation | (19,828 | ) | (17,389 | ) | ||||
$ | 35,893 | $ | 27,718 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Goodwill | Activity for goodwill is set forth as below (in thousands): | |||||||
Balance at December 31, 2014 | $ | 40,463 | ||||||
Additions for current period | — | |||||||
Accumulated impairment losses | — | |||||||
Balance at March 31, 2015 | $ | 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 March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Alarm monitoring contracts | $ | 57,075 | $ | 58,044 | ||||
Internally developed software | 4,347 | 4,347 | ||||||
Other | 15 | 15 | ||||||
61,437 | 62,406 | |||||||
Less Accumulated amortization for: | ||||||||
Alarm monitoring contracts | (36,035 | ) | (35,662 | ) | ||||
Internally developed software | (2,618 | ) | (2,400 | ) | ||||
Other | (12 | ) | (12 | ) | ||||
(38,665 | ) | (38,074 | ) | |||||
$ | 22,772 | $ | 24,332 | |||||
Schedule of Future Amortization of Intangible Assets | Amortization of intangible assets for the following five years, as of March 31, 2015, is as follows (in thousands): | |||||||
Nine months ending December 31, 2015 | $ | 3,917 | ||||||
2016 | 4,149 | |||||||
2017 | 2,855 | |||||||
2018 | 1,995 | |||||||
2019 | 1,907 | |||||||
2020 | 1,877 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accrued Expenses | Accrued expenses consist of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Payroll and benefit related accruals | $ | 4,209 | $ | 3,885 | ||||
Interest | 4,567 | 9,896 | ||||||
Other | 4,008 | 3,120 | ||||||
$ | 12,784 | $ | 16,901 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-Term Debt | Long-term debt consists of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Notes | $ | 230,000 | $ | 230,000 | ||||
Revolving line of credit | 32,000 | 32,000 | ||||||
$ | 262,000 | $ | 262,000 | |||||
Schedule of Debt Maturities | Based upon outstanding indebtedness as of March 31, 2015, aggregate annual maturities on the total borrowings under all debt agreements as of March 31, 2015 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 March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Deferred financing fees | $ | 10,971 | $ | 10,921 | ||||
Accumulated amortization | (4,813 | ) | (4,267 | ) | ||||
$ | 6,158 | $ | 6,654 | |||||
Lease_Commitments_and_Other_Ob1
Lease Commitments and Other Obligations (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Leases [Abstract] | ||||
Schedule of Future Minimum Rental Payments Under Operating Leases | At March 31, 2015, the future minimum rental payments required under such leases are as follows (in thousands): | |||
Nine months ending December 31, 2015 | $ | 2,403 | ||
2016 | 2,460 | |||
2017 | 1,693 | |||
2018 | 1,215 | |||
2019 and thereafter | 1,754 | |||
$ | 9,525 | |||
Schedule of Future Minimum Lease Payments Under Capital Leases | At March 31, 2015, the future minimum lease payments under such leases are as follows (in thousands): | |||
Nine months ending December 31, 2015 | $ | 224 | ||
2016 | 240 | |||
2017 and thereafter | 9 | |||
473 | ||||
Less: current portion | (301 | ) | ||
$ | 172 | |||
Organization_and_Basis_of_Pres2
Organization and Basis of Presentation (Details) (USD $) | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 30, 2015 | Jan. 31, 2013 | Apr. 30, 2015 | |
segment | |||||||
Variable Interest Entity [Line Items] | |||||||
Backlog of RMR contracts | $1,000,000 | ||||||
Number of operating segments | 1 | ||||||
Direct costs of recurring monthly revenue | 25,300,000 | 7,800,000 | |||||
Recurring monthly revenue (RMR) | 1,100,000 | 200,000 | |||||
Active billing of RMR | 9,300,000 | ||||||
Extension of Contractual Services, Period of Time | 3 years | ||||||
Increase (Decrease) in Monthly Revenue, Contractual Agreement | 118,000 | ||||||
Net cash used in operating activities | -12,571,000 | -15,111,000 | |||||
Working capital | -3,400,000 | 20,000,000 | |||||
Long-term debt, including current portion | 262,000,000 | 262,000,000 | |||||
Revolving Credit Facility [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Maximum borrowing capacity | 45,000,000 | 50,000,000 | 45,000,000 | ||||
Line of Credit [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Amount drawn | 32,000,000 | ||||||
Amount available for borrowing | 14,000,000 | ||||||
Line of Credit [Member] | Subsequent Event [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Amount drawn | 34,000,000 | ||||||
Amount available for borrowing | $13,400,000 | ||||||
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% |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Products | $6,965 | $10,279 |
Work-in-process | 7,647 | 11,376 |
Inventory, net | $14,612 | $21,655 |
Sale_of_Transferred_Assets_Det
Sale of Transferred Assets (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jan. 09, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Payments of dividends | $27,300,000 | $0 | $17,912,000 | |
Hawk Security Services Asset Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total purchase price | 42,800,000 | |||
Purchase price paid in cash | 40,700,000 | |||
Settlement period | 30 days | |||
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 | $2,100,000 | $2,000,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $55,721 | $45,107 | |
Less: Accumulated depreciation | -19,828 | -17,389 | |
Property and equipment, net | 35,893 | 27,718 | |
Depreciation expense | 3,018 | 2,450 | |
Subscriber system assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 47,423 | 36,880 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,886 | 2,809 | |
Leased vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,036 | 1,125 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,877 | 2,817 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 544 | 543 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $955 | $933 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Activity for Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Roll Forward] | |
Beginning balance | $40,463 |
Additions for current period | 0 |
Accumulated impairment losses | 0 |
Ending balance | $40,463 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Intangible Assets (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $61,437 | $62,406 | |
Intangible assets, accumulated amortization | -38,665 | -38,074 | |
Intangible assets, net | 22,772 | 24,332 | |
Amortization | 1,560 | 2,372 | |
Alarm monitoring contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 57,075 | 58,044 | |
Intangible assets, accumulated amortization | -36,035 | -35,662 | |
Internally developed software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 4,347 | 4,347 | |
Intangible assets, accumulated amortization | -2,618 | -2,400 | |
Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 15 | 15 | |
Intangible assets, accumulated amortization | ($12) | ($12) |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
Nine months ending December 31, 2015 | $3,917 |
2016 | 4,149 |
2017 | 2,855 |
2018 | 1,995 |
2019 | 1,907 |
2020 | $1,877 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Payroll and benefit related accruals | $4,209 | $3,885 |
Interest | 4,567 | 9,896 |
Other | 4,008 | 3,120 |
Accrued expenses | $12,784 | $16,901 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-term Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $262,000 | |
Long-term debt, including current portion | 262,000 | 262,000 |
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 | $32,000 |
LongTerm_Debt_Schedule_of_Debt
Long-Term Debt - Schedule of Debt Maturities (Details) (USD $) | Mar. 31, 2015 |
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Deferred financing fees | $10,971 | $10,921 |
Accumulated amortization | -4,813 | -4,267 |
Deferred financing fees, net | $6,158 | $6,654 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt - Narrative (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2013 | Mar. 30, 2015 | Dec. 31, 2014 | Aug. 15, 2014 | 16-May-14 | |
Debt Instrument [Line Items] | |||||||
Amortization of financing fees | $546,000 | $546,000 | |||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 45,000,000 | 50,000,000 | 45,000,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [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% | ||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, interest rate at period end | 3.75% | ||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Initial Spread [Member] | Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on LIBOR | 0.50% | ||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Additional Spread [Member] | Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on LIBOR | 3.25% | ||||||
Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount drawn | 32,000,000 | ||||||
Amount available for borrowing | 14,000,000 | ||||||
Letter of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 1,000,000 | ||||||
Amount drawn | 100,000 | 100,000 | |||||
Senior secured notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured notes, bid price | 100.25 | ||||||
Senior secured notes, ask price | 101.25 | ||||||
Senior secured notes [Member] | Fair Value, Inputs, Level 2 [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | 230,600,000 | 230,000,000 | |||||
Senior secured notes [Member] | Fair Value, Inputs, Level 2 [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | 232,900,000 | 234,600,000 | |||||
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] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $5,000,000 | ||||||
Senior secured notes [Member] | Revolving Credit Facility [Member] | Senior Contingent Cash Pay Notes of Master Holdings, 12.50% [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 12.50% | ||||||
Payment in Kind (PIK) Note [Member] | Revolving Credit Facility [Member] | Senior Contingent Cash Pay Notes of Master Holdings, 14.50% [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 14.50% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $218 | ($2,311) |
Effective income tax rate | 1.32% | -9.10% |
Mezzanine_Equity_Details
Mezzanine Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 5 Months Ended | |||||
30-May-14 | Jan. 09, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | 29-May-14 | Dec. 31, 2014 | 31-May-14 | Jun. 30, 2014 | |
Temporary Equity [Line Items] | ||||||||
Proceeds of issuance from common stock | $71,600,000 | |||||||
Preferred stock dividends accrued at the annual rate | 10.00% | |||||||
Payments of dividends | 27,300,000 | 0 | 17,912,000 | |||||
Redeemable Class A Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Mezzanine equity, shares authorized (in shares) | 70,000 | 70,000 | 70,000 | |||||
Mezzanine equity, par value (in dollars per share) | $1 | 1 | $1 | |||||
Redeemable Class C Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Mezzanine equity, shares authorized (in shares) | 60,000 | 60,000 | 60,000 | |||||
Mezzanine equity, par value (in dollars per share) | $1 | 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 | 50,000 | |||||
Mezzanine equity, par value (in dollars per share) | $1 | 1 | $1 | |||||
Convertible and Redeemable Class F Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Mezzanine equity, shares authorized (in shares) | 50,000 | |||||||
Mezzanine equity, par value (in dollars per share) | 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 | |||||||
Mezzanine equity, par value (in dollars per share) | 1 | |||||||
Interface Master Holdings, Inc. [Member] | Common Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Ownership percentage by parent | 99.00% | |||||||
Interface Master Holdings, Inc. [Member] | Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Ownership percentage by parent | 99.00% | |||||||
Interface Master Holdings, Inc. [Member] | All Classes of Common and Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
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 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | Dec. 13, 2001 | Mar. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Notes receivable, related party | $250,000 | ||
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 |
Benefit_Plan_Details
Benefit Plan (Details) (Plan [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
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 | $0.20 | $0 |
Lease_Commitments_and_Other_Ob2
Lease Commitments and Other Obligations (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 19, 2015 | Dec. 31, 2014 | |
Operating Leases, Future Minimum Rental Payments Due | ||||
Nine months ending December 31, 2015 | $2,403,000 | |||
2016 | 2,460,000 | |||
2017 | 1,693,000 | |||
2018 | 1,215,000 | |||
2019 and thereafter | 1,754,000 | |||
Operating leases, future minimum rental payments due | 9,525,000 | |||
Operating leases, rent expense | 2,100,000 | 1,500,000 | ||
Capital Leases, Future Minimum Rental Payments Due | ||||
Nine months ending December 31, 2015 | 224,000 | |||
2016 | 240,000 | |||
2017 and thereafter | 9,000 | |||
Capital leases, future minimum rental payments due | 473,000 | |||
Less: current portion | -301,000 | |||
Capital leases, future minimum payments, less current portion | 172,000 | |||
Capital leases for equipment and vehicles | 2,100,000 | 2,200,000 | ||
Accumulated depreciation for capital leased assets | 1,500,000 | 1,500,000 | ||
Purchase of Inventory and Managed Support Services [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt issued | 900,000 | |||
Debt Instrument, Term | 24 months | |||
Notes Payable, Other Payables [Member] | Non-Interest Bearing [Member] | ||||
Debt Instrument [Line Items] | ||||
Financing arrangement for purchase of inventory | 3,700,000 | 3,900,000 | ||
Financing arrangement for purchase of inventory, current portion | $2,200,000 | $1,800,000 | ||
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 $) | 3 Months Ended | 12 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Concentration Risk [Line Items] | |||
Number of Major Customers | 2 | 2 | |
Vendor Concentration Risk [Member] | Purchases [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 29.00% | 16.50% | |
Vendor Concentration Risk, Subscriber System Assets [Member] | |||
Concentration Risk [Line Items] | |||
Payments to suppliers | 7.5 | $1.50 | |
Accounts payable | 2.8 | 0.7 | |
Vendor Concentration Risk, Subscriber System Assets [Member] | Purchases [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 23.60% | 6.40% | |
Vendor Concentration Risk, Security Alarm and Managed Services Industry [Member] | |||
Concentration Risk [Line Items] | |||
Payments to suppliers | 1.7 | 2.4 | |
Accounts payable | 3 | $2 | |
Vendor Concentration Risk, Security Alarm and Managed Services Industry [Member] | Purchases [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 5.40% | 10.10% | |
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.60% | 19.10% | |
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.80% | 6.90% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 32.50% | 20.50% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.30% | 5.30% |
Related_Party_Details
Related Party (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 2 Months Ended | |||
Feb. 28, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Jan. 20, 2015 | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | |||||||
Extension of Contractual Services, Period of Time | 3 years | ||||||
Increase (Decrease) in Monthly Revenue, Contractual Agreement | $118,000 | ||||||
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 | 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 | 1 | |||||
SunTx Management [Member] | Fees Paid Under Management Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transactions, expenses | 100,000 | ||||||
Former employee and shareholder [Member] | Settled Litigation [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Non-interest bearing loan to former employee and shareholder | 500,000 | 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 | 2,074.02 | |||||
Percentage of common stock outstanding owned by related party | 7.00% | 7.00% | |||||
Former Senior Executive and Current Shareholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Contractual Obligation | 1,200,000 | ||||||
Sales Commissions and Fees | $400,000 | ||||||
Interface Master Holdings, Inc. [Member] | All Classes of Common and Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage by parent | 100.00% | 100.00% | 100.00% |
Recently_Issued_Accounting_Sta1
Recently Issued Accounting Standards - Narrative (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accounting Changes and Error Corrections [Abstract] | ||
Deferred charges | $6,158 | $6,654 |
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Information (Details) (Senior Secured Notes Due 2018 [Member], Senior secured notes [Member], USD $) | Jan. 31, 2013 |
Senior Secured Notes Due 2018 [Member] | Senior secured notes [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Face amount of debt issued | $230,000,000 |