Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 28, 2013 | Feb. 14, 2014 | Feb. 14, 2014 |
Series A Common Stock | Series B Common Stock | |||
Entity Registrant Name | 'Ascent Capital Group, Inc. | ' | ' | ' |
Entity Central Index Key | '0001437106 | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' | ' |
Entity Public Float | ' | $1 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 13,690,843 | 384,212 |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $44,701,000 | $78,422,000 |
Restricted cash | 40,000 | 2,640,000 |
Marketable securities, at fair value | 129,496,000 | 142,587,000 |
Trade receivables, net of allowance for doubtful accounts of $1,937 in 2013 and $1,436 in 2012 | 13,019,000 | 10,891,000 |
Deferred income tax assets, net | 7,128,000 | 3,807,000 |
Income taxes receivable | 7,000 | 132,000 |
Prepaid and other current assets | 8,400,000 | 15,989,000 |
Assets held for sale | 1,231,000 | 7,205,000 |
Total current assets | 204,022,000 | 261,673,000 |
Property and equipment, net of accumulated depreciation of $35,528 in 2013 and $30,570 in 2012 | 56,528,000 | 56,491,000 |
Subscriber accounts, net of accumulated amortization of $503,497 in 2013 and $308,487 in 2012 | 1,340,954,000 | 987,975,000 |
Dealer network and other intangible assets, net of accumulated amortization of $34,297 in 2013 and $20,580 in 2012 | 64,635,000 | 29,853,000 |
Goodwill | 526,513,000 | 350,213,000 |
Other assets, net | 32,152,000 | 22,634,000 |
Assets of discontinued operations | ' | 54,000 |
Total assets | 2,224,804,000 | 1,708,893,000 |
Current liabilities: | ' | ' |
Accounts payable | 7,096,000 | 1,532,000 |
Accrued payroll and related liabilities | 3,602,000 | 3,504,000 |
Other accrued liabilities | 34,431,000 | 31,650,000 |
Deferred revenue | 14,379,000 | 10,327,000 |
Holdback liability | 19,758,000 | 10,818,000 |
Current portion of long-term debt | 9,166,000 | 6,950,000 |
Liabilities of discontinued operations | 7,136,000 | 7,369,000 |
Total current liabilities | 95,568,000 | 72,150,000 |
Non-current liabilities: | ' | ' |
Long-term debt | 1,572,098,000 | 1,101,433,000 |
Long-term holdback liability | 6,698,000 | ' |
Derivative financial instruments | 2,013,000 | 12,359,000 |
Deferred income tax liability, net | 16,798,000 | 8,187,000 |
Other liabilities | 17,808,000 | 6,161,000 |
Total liabilities | 1,710,983,000 | 1,200,290,000 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $.01 par value. Authorized 5,000,000 shares; no shares issued | ' | ' |
Additional paid-in capital | 1,470,056,000 | 1,453,700,000 |
Accumulated deficit | -958,115,000 | -935,708,000 |
Accumulated other comprehensive income (loss), net | 1,739,000 | -9,530,000 |
Total stockholders' equity | 513,821,000 | 508,603,000 |
Total liabilities and stockholders' equity | 2,224,804,000 | 1,708,893,000 |
Series A Common Stock | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 137,000 | 134,000 |
Total stockholders' equity | 137,000 | 134,000 |
Series B Common Stock | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 4,000 | 7,000 |
Total stockholders' equity | 4,000 | 7,000 |
Series C Common stock | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | ' | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Trade receivables, allowance for doubtful accounts (in dollars) | $1,937 | $1,436 |
Property and equipment, accumulated depreciation (in dollars) | 35,528 | 30,570 |
Subscriber accounts, accumulated amortization (in dollars) | 503,497 | 308,487 |
Dealer network and other intangible assets, accumulated amortization (in dollars) | $34,297 | $20,580 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, Authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Series A Common Stock | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, Authorized shares | 45,000,000 | 45,000,000 |
Common stock, issued shares | 13,672,674 | 13,389,821 |
Common stock, outstanding shares | 13,672,674 | 13,389,821 |
Series B Common Stock | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, Authorized shares | 5,000,000 | 5,000,000 |
Common stock, issued shares | 384,212 | 737,166 |
Common stock, outstanding shares | 384,212 | 737,166 |
Series C Common stock | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, Authorized shares | 45,000,000 | 45,000,000 |
Common stock, issued shares | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Operations and Comprehensive Income (Loss) | ' | ' | ' |
Net revenue | $451,033 | $344,953 | $311,898 |
Operating expenses: | ' | ' | ' |
Cost of services | 74,136 | 49,978 | 40,699 |
Selling, general, and administrative, including stock-based and long-term compensation | 92,002 | 73,868 | 77,364 |
Amortization of subscriber accounts, dealer network and other intangible assets | 208,760 | 163,468 | 159,619 |
Depreciation | 8,941 | 8,404 | 7,052 |
Restructuring charges | 1,111 | ' | 4,258 |
Loss (gain) on sale of operating assets, net | -5,473 | -8,670 | 565 |
Loss on pension plan settlements | ' | 6,571 | ' |
Impairment of assets held for sale | ' | 1,692 | ' |
Total operating expenses | 379,477 | 295,311 | 289,557 |
Operating income | 71,556 | 49,642 | 22,341 |
Other income (expense): | ' | ' | ' |
Interest income | 3,752 | 4,011 | 671 |
Interest expense | -95,836 | -71,467 | -42,856 |
Realized and unrealized loss on derivative financial instruments | ' | -2,044 | -10,601 |
Refinancing expense | ' | -6,245 | ' |
Other income, net | 2,198 | 3,696 | 4,042 |
Total other income (expense) | -89,886 | -72,049 | -48,744 |
Loss from continuing operations before income taxes | -18,330 | -22,407 | -26,403 |
Income tax expense from continuing operations | -4,206 | -2,594 | -2,498 |
Net loss from continuing operations | -22,536 | -25,001 | -28,901 |
Discontinued operations: | ' | ' | ' |
Earnings (loss) from discontinued operations | 169 | -3,742 | 48,836 |
Income tax expense from discontinued operations | -40 | -606 | -47 |
Earnings (loss) from discontinued operations, net of income taxes | 129 | -4,348 | 48,789 |
Net income (loss) | -22,407 | -29,349 | 19,888 |
Other comprehensive income (loss): | ' | ' | ' |
Foreign currency translation adjustments | 121 | 256 | -2,950 |
Unrealized holding gain (loss), net of income tax | -1,169 | 2,543 | 124 |
Unrealized gain (loss) on derivative contracts, net | 12,317 | -12,243 | ' |
Pension liability adjustment | ' | 4,690 | 863 |
Total other comprehensive income (loss) | 11,269 | -4,754 | -1,963 |
Comprehensive income (loss) | ($11,138) | ($34,103) | $17,925 |
Basic and diluted earnings (loss) per share | ' | ' | ' |
Continuing operations (in dollars per share) | ($1.62) | ($1.78) | ($2.03) |
Discontinued operations (in dollars per share) | $0.01 | ($0.31) | $3.43 |
Net income (loss) (in dollars per share) | ($1.61) | ($2.09) | $1.40 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($22,407) | ($29,349) | $19,888 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Loss (earnings) from discontinued operations, net of income tax | -129 | 4,348 | -48,789 |
Amortization of subscriber accounts, dealer network and other intangible assets | 208,760 | 163,468 | 159,619 |
Depreciation | 8,941 | 8,404 | 7,052 |
Stock-based compensation | 8,174 | 5,298 | 4,732 |
Deferred income tax expense | 1,139 | 436 | 169 |
Unrealized (gain) loss on derivative financial instruments | ' | -6,793 | -28,044 |
Refinancing expense | ' | 6,245 | ' |
Long-term debt discount amortization | 2,302 | 4,473 | 16,985 |
Loss (gain) on sale of assets, net | -5,473 | -8,670 | 565 |
Loss on pension plan settlements | ' | 6,571 | ' |
Impairment of assets held for sale | ' | 1,692 | ' |
Other non-cash activity, net | 11,028 | 9,066 | 6,428 |
Changes in assets and liabilities, net of acquisitions: | ' | ' | ' |
Trade receivables | -8,165 | -5,778 | -5,365 |
Prepaid expenses and other assets | 8,638 | -3,579 | 225 |
Payables and other liabilities | -525 | 3,930 | -3,785 |
Operating activities from discontinued operations, net | -50 | -12,972 | 1,558 |
Net cash provided by operating activities | 212,233 | 146,790 | 131,238 |
Cash flows from investing activities: | ' | ' | ' |
Capital expenditures | -9,939 | -6,076 | -4,242 |
Cost of subscriber accounts acquired | -234,914 | -304,665 | -162,714 |
Cash paid for acquisitions, net of cash acquired | -478,738 | ' | ' |
Purchases of marketable securities | -21,770 | -99,667 | -40,253 |
Proceeds from sales of marketable securities | 33,415 | ' | ' |
Decrease in restricted cash | 2,600 | 55,963 | 4,719 |
Proceeds from the sale of discontinued operations | ' | ' | 99,488 |
Proceeds from the sale of operating assets | 12,886 | 17,280 | ' |
Other investing activities | -100 | ' | ' |
Investing activities from discontinued operations, net | ' | ' | -3,196 |
Net cash used in investing activities | -696,560 | -337,165 | -106,198 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from long-term debt | 639,075 | 1,277,900 | 78,800 |
Payments on long-term debt | -138,048 | -1,133,387 | -59,800 |
Payments of financing costs | -11,136 | -46,721 | ' |
Stock option exercises | 171 | 327 | 1,291 |
Purchases and retirement of common stock | -33,436 | -12,880 | -11,488 |
Bond hedge and warrant transactions, net | -6,107 | ' | ' |
Other financing activities, net | 87 | ' | ' |
Financing activities from discontinued operations, net | ' | ' | -142 |
Net cash provided by financing activities | 450,606 | 85,239 | 8,661 |
Net increase (decrease) in cash and cash equivalents | -33,721 | -105,136 | 33,701 |
Cash and cash equivalents at beginning of year | 78,422 | 183,558 | 149,857 |
Cash and cash equivalents at end of year | $44,701 | $78,422 | $183,558 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Series A common stock | Series B Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
Balance at Dec. 31, 2010 | $538,840,000 | $136,000 | $7,000 | $1,467,757,000 | ($926,247,000) | ($2,813,000) |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income (loss) | 19,888,000 | ' | ' | ' | 19,888,000 | ' |
Other comprehensive income (loss) | -1,963,000 | ' | ' | ' | ' | -1,963,000 |
Stock repurchases | -11,488,000 | -2,000 | ' | -11,486,000 | ' | ' |
Stock-based compensation | 4,732,000 | ' | ' | 4,732,000 | ' | ' |
Stock awards and option exercises | 1,291,000 | 1,000 | ' | 1,290,000 | ' | ' |
Shares withheld for tax liability | -622,000 | ' | ' | -622,000 | ' | ' |
Balance at Dec. 31, 2011 | 550,678,000 | 135,000 | 7,000 | 1,461,671,000 | -906,359,000 | -4,776,000 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income (loss) | -29,349,000 | ' | ' | ' | -29,349,000 | ' |
Other comprehensive income (loss) | -4,754,000 | ' | ' | ' | ' | -4,754,000 |
Stock repurchases | -12,880,000 | -2,000 | ' | -12,878,000 | ' | ' |
Stock-based compensation | 5,298,000 | ' | ' | 5,298,000 | ' | ' |
Stock awards and option exercises | 327,000 | 1,000 | ' | 326,000 | ' | ' |
Shares withheld for tax liability | -717,000 | ' | ' | -717,000 | ' | ' |
Balance at Dec. 31, 2012 | 508,603,000 | 134,000 | 7,000 | 1,453,700,000 | -935,708,000 | -9,530,000 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income (loss) | -22,407,000 | ' | ' | ' | -22,407,000 | ' |
Other comprehensive income (loss) | 11,269,000 | ' | ' | ' | ' | 11,269,000 |
Repurchases and retirement of Series B shares | -33,436,000 | ' | -3,000 | -33,433,000 | ' | ' |
Stock-based compensation | 8,174,000 | ' | ' | 8,174,000 | ' | ' |
Stock awards and option exercises | 171,000 | ' | ' | 171,000 | ' | ' |
Shares withheld for tax liability | -1,026,000 | ' | ' | -1,026,000 | ' | ' |
Stock issued as consideration for the Security Networks Acquisition | 18,723,000 | 3,000 | ' | 18,720,000 | ' | ' |
Value of beneficial conversion option on the issuance of 4.00% Convertible notes, net of the equity component of debt issuance costs | 29,857,000 | ' | ' | 29,857,000 | ' | ' |
Bond Hedge and Warrant Transactions, net | -6,107,000 | ' | ' | -6,107,000 | ' | ' |
Balance at Dec. 31, 2013 | $513,821,000 | $137,000 | $4,000 | $1,470,056,000 | ($958,115,000) | $1,739,000 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (4.00% Convertible Notes) | Dec. 31, 2013 | Jul. 17, 2013 |
4.00% Convertible Notes | ' | ' |
Percentage of debt instrument | 4.00% | 4.00% |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
(1) Basis of Presentation | |
On July 7, 2011, Ascent Media Corporation merged with its direct wholly-owned subsidiary, Ascent Capital Group, Inc. (“Ascent Capital” or the “Company”), for the purpose of changing its name to Ascent Capital Group, Inc. Ascent Capital was incorporated in the state of Delaware on May 29, 2008 as a wholly-owned subsidiary of Discovery Holding Company (“DHC”), a subsidiary of Discovery Communications, Inc. On September 17, 2008, Ascent Capital was spun off from DHC and became an independent, publicly traded company. The accompanying Ascent Capital Group, Inc. consolidated financial statements represent the financial position and results of operations of Ascent Capital and its consolidated subsidiaries. | |
On December 17, 2010, Ascent Capital acquired 100% of the outstanding capital stock of Monitronics through the merger of Mono Lake Merger Sub, Inc., a direct wholly-owned subsidiary of Ascent Capital established to consummate the merger, with and into Monitronics, with Monitronics as the surviving corporation in the merger (the “Monitronics Acquisition”). On August 16, 2013, Monitronics acquired all of the equity interests of Security Networks LLC (“Security Networks”) and certain affiliated entities (the “Security Networks Acquisition”). Monitronics is the primary, wholly-owned, operating subsidiary of the Company. Monitronics provides security alarm monitoring and related services to residential and business subscribers throughout the United States of America (the “U.S.”) and parts of Canada. Monitronics monitors signals arising from burglaries, fires, medical alerts and other events through security systems installed by independent dealers at subscribers’ premises. | |
The consolidated financial statements contained in this Annual Report has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for all periods presented. | |
The Company has reclassified certain prior period amounts to conform to the current period’s presentation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||
(2) Summary of Significant Accounting Policies | |||||||||||
Consolidation Principles | |||||||||||
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers investments with original purchased maturities of three months or less to be cash equivalents. | |||||||||||
Restricted Cash | |||||||||||
Restricted cash is cash that is restricted for a specific purpose and cannot be included in the cash and cash equivalents account. | |||||||||||
Trade Receivables | |||||||||||
Trade receivables consist primarily of amounts due from customers for recurring monthly monitoring services over a wide geographical base. Monitronics performs extensive credit evaluations on the portfolios of subscriber accounts prior to acquisition and requires no collateral on the accounts that are acquired. Monitronics has established an allowance for doubtful accounts for estimated losses resulting from the inability of subscribers to make required payments. Factors such as historical-loss experience, recoveries and economic conditions are considered in determining the sufficiency of the allowance to cover potential losses. The allowance for doubtful accounts as of December 31, 2013 and 2012 was $1,937,000 and $1,436,000, respectively. | |||||||||||
A summary of activity in the allowance for doubtful accounts is as follows (amounts in thousands): | |||||||||||
Balance | Charged | Write-Offs | Balance | ||||||||
Beginning | to Expense | and Other | End of | ||||||||
of Year | Year | ||||||||||
2013 | $ | 1,436 | 7,342 | (6,841 | ) | 1,937 | |||||
2012 | $ | 1,815 | 5,860 | (6,239 | ) | 1,436 | |||||
2011 | $ | 250 | 5,484 | (3,919 | ) | 1,815 | |||||
Concentration of Credit Risk | |||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable. Monitronics performs extensive credit evaluations on the portfolios of subscriber accounts prior to acquisition and requires no collateral on the subscriber accounts that are acquired. Concentrations of credit risk with respect to trade accounts receivable are generally limited due to the large number of subscribers comprising Monitronics’ customer base. | |||||||||||
Fair Value of Financial Instruments | |||||||||||
Fair values of cash equivalents, current accounts receivable and current accounts payable approximate the carrying amounts because of their short-term nature. For information related to the fair value of the Company’s convertible senior notes, see note 12 below. The Company’s other debt instruments are recorded at amortized cost on the consolidated balance sheet. See note 14, Fair Value Measurements, for further fair value information around the Company’s debt instruments. | |||||||||||
Investments | |||||||||||
All investments in marketable securities held by the Company are classified as available-for-sale (“AFS”) and are carried at fair value generally based on quoted market prices. The Company records unrealized changes in the fair value of AFS securities in Accumulated other comprehensive loss on the consolidated balance sheets. When these investments are sold, the gain or loss realized on the sale is recorded in Other income, net in the consolidated statements of operations. | |||||||||||
Property and Equipment | |||||||||||
Property and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the underlying lease. Estimated useful lives by class of asset are as follows: | |||||||||||
Buildings | 20 years | ||||||||||
Leasehold improvements | 15 years or lease term, if shorter | ||||||||||
Machinery and equipment | 5 - 7 years | ||||||||||
Computer systems and software (included in Machinery and Equipment in note 9) | 3 - 5 years | ||||||||||
Management reviews the realizability of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the value and future benefits of long-term assets, their carrying value is compared to management’s best estimate of undiscounted future cash flows over the remaining economic life. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the estimated fair value of the assets. If necessary, the Company would use both the income approach and market approach to estimate fair value. | |||||||||||
Subscriber Accounts | |||||||||||
Subscriber accounts relate to the cost of acquiring monitoring service contracts from independent dealers. The subscriber accounts acquired in the Monitronics and the Security Networks acquisitions were recorded at fair value under the acquisition method of accounting. All other acquired subscriber accounts are recorded at cost. All direct external costs associated with the creation of subscriber accounts are capitalized. Internal costs, including all personnel and related support costs, incurred solely in connection with subscriber account acquisitions and transitions are expensed as incurred. | |||||||||||
The costs of subscriber accounts acquired in the Monitronics and the Security Networks Acquisition, as well as certain accounts acquired in bulk purchases, are amortized using the 14-year 235% declining balance method. The costs of all other subscriber accounts are amortized using the 15-year 220% declining balance method, beginning in the month following the date of acquisition. The amortization methods were selected to provide an approximate matching of the amortization of the subscriber accounts intangible asset to estimated future subscriber revenues based on the projected lives of individual subscriber contracts. Amortization of subscriber accounts was $195,010,000, $153,388,000 and $149,539,000 for the fiscal years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||
Based on subscriber accounts held at December 31, 2013, estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): | |||||||||||
2014 | $ | 216,709 | |||||||||
2015 | 181,689 | ||||||||||
2016 | 152,377 | ||||||||||
2017 | 127,808 | ||||||||||
2018 | 107,192 | ||||||||||
The Company reviews the subscriber accounts for impairment or a change in amortization method and period whenever events or changes indicate that the carrying amount of the asset may not be recoverable or the life should be shortened. For purposes of recognition and measurement of an impairment loss, the Company views subscriber accounts as a single pool because of the assets’ homogeneous characteristics, and the pool of subscriber accounts is the lowest level for which identifiable cash flows are largely independent of the cash flows of the other assets and liabilities. | |||||||||||
Dealer Network and Other Intangible Assets | |||||||||||
Dealer network is an intangible asset that relates to the dealer relationships that were acquired as part of the Monitronics Acquisition and the Security Networks Acquisition. Other intangible assets consist of non-compete agreements signed by the seller of Security Networks and certain key Security Networks executives. These intangible assets will be amortized on a straight-line basis over their estimated useful lives of five years. Amortization of dealer network and other intangible assets was $13,717,000, $10,080,000 and $10,080,000 for the fiscal years ended December 31, 2013, 2012 and 2010, respectively. | |||||||||||
The Company reviews the dealer network and other intangible assets for impairment or a change in amortization period whenever events or changes indicate that the carrying amount of the assets may not be recoverable or the lives should be shortened. | |||||||||||
Goodwill | |||||||||||
The Company accounts for its goodwill pursuant to the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other (“FASB ASC Topic 350”). In accordance with FASB ASC Topic 350, goodwill is not amortized, but rather tested for impairment at least annually. | |||||||||||
The Company assesses the recoverability of the carrying value of goodwill during the fourth quarter of its fiscal year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. Recoverability is measured at the reporting unit level based on the provisions of FASB ASC Topic 350. | |||||||||||
To the extent necessary, recoverability of goodwill at a reporting unit level is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved, which is classified as a Level 3 measurement under FASB ASC Topic 820, Fair Value Measurements and Disclosures. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. If the calculated fair value is less than the current carrying value, impairment of the reporting unit may exist. When the recoverability test indicates potential impairment, the Company will calculate an implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in a manner similar to how goodwill is calculated in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recorded to write down the carrying value. An impairment loss cannot exceed the carrying value of goodwill assigned to the reporting unit but may indicate certain long-lived and amortizable intangible assets associated with the reporting unit may require additional impairment testing. | |||||||||||
Deferred Financing Costs | |||||||||||
Deferred financing costs are capitalized when the related debt is issued or when revolving credit lines increase the borrowing capacity of the Company. Deferred financing costs are amortized over the term of the related debt using the effective interest method. | |||||||||||
Holdback Liability | |||||||||||
The Company typically withholds payment of a designated percentage of the acquisition cost when it acquires subscriber accounts from dealers. The withheld funds are recorded as a liability until the guarantee period provided by the dealer has expired. The holdback is used as a reserve to cover any terminated subscriber accounts that are not replaced by the dealer during the guarantee period. At the end of the guarantee period, the dealer is responsible for any deficit or is paid the balance of the holdback. | |||||||||||
Derivative Financial Instruments | |||||||||||
The Company uses derivative financial instruments to manage exposure to movement in interest rates. The use of these financial instruments modifies the exposure of these risks with the intention of reducing the risk or cost. The Company does not use derivatives for speculative or trading purposes. The Company recognizes the fair value of all derivative instruments as either assets or liabilities at fair value on the consolidated balance sheets. Fair value is based on market quotes for similar instruments with the same duration. For derivative instruments that qualify for hedge accounting under the provisions of FASB ASC Topic 815, Derivatives and Hedging, unrealized gains and losses on the derivative instruments are reported in Accumulated other comprehensive income (loss), to the extent the hedges are effective, until the underlying transactions are recognized in earnings. Derivative instruments that do not qualify for hedge accounting are marked to market at the end of each accounting period with the change in fair value recorded in earnings. | |||||||||||
Foreign Currency Translation | |||||||||||
The functional currencies of the Company’s foreign subsidiaries are their respective local currencies. Assets and liabilities of foreign operations are translated into U.S. dollars using exchange rates on the balance sheet date, and revenue and expenses are translated into U.S. dollars using average exchange rates for the period. The effects of the foreign currency translation adjustments are deferred and are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). | |||||||||||
Revenue Recognition | |||||||||||
Revenue is generated from security alarm monitoring and related services provided by Monitronics and its subsidiaries. Revenue related to alarm monitoring services is recognized ratably over the life of the contract. Revenue related to maintenance and other services is recognized as the services are rendered. Deferred revenue includes payments for monitoring services to be provided in future periods. | |||||||||||
Income Taxes | |||||||||||
The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“FASB ASC Topic 740”), which prescribes an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than proposed changes in the tax law or rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||||
FASB ASC Topic 740 specifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In instances where the Company has taken or expects to take a tax position in its tax return and the Company believes it is more likely than not that such tax position will be upheld by the relevant taxing authority, the Company records the benefits of such tax position in its consolidated financial statements. | |||||||||||
Stock-Based Compensation | |||||||||||
The Company accounts for stock-based awards pursuant to FASB ASC Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), which requires companies to measure the cost of employee services received in exchange for an award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the award, and to recognize that cost over the period during which the employee is required to provide service (usually the vesting period of the award). | |||||||||||
The grant-date fair value of the Ascent Capital stock options granted to the Company’s employees was calculated using the Black-Scholes model. The expected term of the awards was calculated using the simplified method included in FASB ASC Topic 718. The volatility used in the calculation is based on the historical volatility of peer companies and the risk-free rate is based on Treasury Bonds with a term similar to that of the subject options. A dividend rate of zero was utilized for all granted stock options. | |||||||||||
Basic and Diluted Earnings (Loss) Per Common Share — Series A and Series B | |||||||||||
Basic earnings (loss) per common share (“EPS”) is computed by dividing net income (loss) by the weighted average number of Series A and Series B common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the sum of the weighted average number of Series A and Series B common shares outstanding and the effect of dilutive securities, including the Company’s outstanding stock options, unvested restricted stock, convertible notes and warrant transactions using the treasury stock method. | |||||||||||
For the years ended December 31, 2013, 2012 and 2011, diluted EPS is computed the same as basic EPS since the Company recorded a loss from continuing operations, which would make potentially dilutive securities antidilutive. Diluted shares outstanding excluded 1,524,539 stock options and unvested restricted shares for the year ended December 31, 2013 because their inclusion would have been anti-dilutive. Diluted shares outstanding excluded 1,170,425 stock options, unvested restricted shares and rights to acquire restricted shares for the year ended December 31, 2012 because their inclusion would have been anti-dilutive. Diluted shares outstanding excluded 717,354 stock options and unvested restricted shares for the year ended December 31, 2011, because their inclusion would have been anti-dilutive. | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Weighted average Series A and Series B shares | 13,926,832 | 14,026,102 | 14,195,834 | ||||||||
Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses for each reporting period. The significant estimates made in preparation of the Company’s consolidated financial statements primarily relate to valuation of goodwill, other intangible assets, long-lived assets, deferred tax assets, convertible debt arrangements, derivative financial instruments, and the amount of the allowance for doubtful accounts. These estimates are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts them when facts and circumstances change. As the effects of future events cannot be determined with any certainty, actual results could differ from the estimates upon which the carrying values were based. | |||||||||||
Supplemental Cash Flow Information | |||||||||||
For the years ended December 31, 2013, 2012 and 2011, net cash received (paid) for income taxes was $(2,464,000), $(2,048,000) and $9,060,000, respectively. For the years ended December 31, 2013, 2012, and 2011, net cash paid for interest was $88,252,000, $52,327,000 and $24,559,000, respectively. |
Accounting_Pronouncements
Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Pronouncements | ' |
Accounting Pronouncements | ' |
(3) Accounting Pronouncements | |
There were no new accounting pronouncements issued during the year ended December 31, 2013 that are expected to have a material impact on the Company. | |
Correction_of_Immaterial_Error
Correction of Immaterial Error | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Correction of Immaterial Error | ' | ||||||
Correction of Immaterial Error | ' | ||||||
(4) Correction of Immaterial Error | |||||||
During the fourth quarter of 2013, the Company identified errors related to certain state tax matters, including sales and use taxes, resulting in an understatement of loss from continuing operations related to the Monitronics for the years ended December 31, 2010 through December 31, 2012. Management considered both the quantitative and qualitative factors within the provisions of the Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. Based on evaluation of the error, management has concluded that the prior period errors were immaterial to the previously issued financial statements. As such, management has elected to correct the identified error in the prior periods. In doing so, balances in the consolidated financial statements included in this Form 10-K have been adjusted to reflect the correction in the proper periods. Future filings that include prior periods will be corrected, as needed, when filed. | |||||||
The effect of recording the immaterial correction in the consolidated financial statements as of December 31, 2012 and 2011 is as follows (amounts in thousands, except per share amounts): | |||||||
For the year ended December 31, 2012 | |||||||
As Reported | As Revised | ||||||
Deferred income taxes, net | $ | 3,780 | 3,807 | ||||
Total current assets | 261,646 | 261,673 | |||||
Goodwill | 349,227 | 350,213 | |||||
Total assets | 1,707,880 | 1,708,893 | |||||
Other accrued liabilities | 29,313 | 31,650 | |||||
Total current liabilities | 69,813 | 72,150 | |||||
Other liabilities (non-current) | 5,990 | 6,161 | |||||
Total liabilities | 1,197,782 | 1,200,290 | |||||
Accumulated deficit | (934,213 | ) | (935,708 | ) | |||
Total stockholders’ equity | 510,098 | 508,603 | |||||
Total liabilities and stockholders’ equity | 1,707,880 | 1,708,893 | |||||
Cost of services | 49,791 | 49,978 | |||||
Selling, general, and administrative, including stock-based and long-term compensation | 73,389 | 73,868 | |||||
Operating income | 50,308 | 49,642 | |||||
Interest expense | 71,390 | 71,467 | |||||
Loss from continuing operations before income taxes | (21,664 | ) | (22,407 | ) | |||
Income tax expense from continuing operations | 2,591 | 2,594 | |||||
Net loss from continuing operations | (24,255 | ) | (25,001 | ) | |||
Net loss | (28,603 | ) | (29,349 | ) | |||
Comprehensive loss | (33,357 | ) | (34,103 | ) | |||
Basic and diluted loss per share: | |||||||
Continuing operations | $ | (1.73 | ) | (1.78 | ) | ||
Net loss | (2.04 | ) | (2.09 | ) | |||
For the year ended December 31, 2011 | |||||||
As Reported | As Revised | ||||||
Accumulated deficit | $ | (905,610 | ) | (906,359 | ) | ||
Total stockholders’ equity | 551,427 | 550,678 | |||||
Cost of services | 40,553 | 40,699 | |||||
Selling, general, and administrative, including stock-based and long-term compensation | 76,845 | 77,364 | |||||
Operating income | 23,006 | 22,341 | |||||
Interest expense | 42,813 | 42,856 | |||||
Loss from continuing operations before income taxes | (25,695 | ) | (26,403 | ) | |||
Income tax expense from continuing operations | 2,457 | 2,498 | |||||
Net loss from continuing operations | (28,152 | ) | (28,901 | ) | |||
Net income | 20,637 | 19,888 | |||||
Comprehensive income | 18,674 | 17,925 | |||||
Basic and diluted earnings (loss) per share: | |||||||
Continuing operations | $ | (1.98 | ) | (2.03 | ) | ||
Net income | 1.45 | 1.4 | |||||
Security_Networks_Acquisition
Security Networks Acquisition | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Security Networks Acquisition | ' | ||||||
Security Networks Acquisition | ' | ||||||
(5) Security Networks Acquisition | |||||||
On August 16, 2013 (the “Closing Date”), Monitronics acquired all of the equity interests of Security Networks and certain affiliated entities. The purchase price (the “Security Networks Purchase Price”) of $500,557,000 consisted of $481,834,000 in cash and 253,333 shares of Ascent Capital’s Series A common stock (par value $0.01 per share) with a Closing Date fair value of $18,723,000. The Security Networks Purchase Price includes post-closing adjustments of $1,057,000. | |||||||
The cash portion of the Security Networks purchase price was funded by cash on hand at Ascent Capital, the proceeds of Ascent Capital’s July issuance of $103,500,000 in aggregate principal amount of 4.00% Senior Convertible Notes due 2020, the proceeds of Monitronics’ July issuance of $175,000,000 in aggregate principal amount of 9.125% Senior Notes due 2020 and the proceeds of incremental term loans of $225,000,000 issued under Monitronics’ existing credit facility. See note 12, Long-Term Debt for further information on the debt obligations. | |||||||
The Security Networks Acquisition was accounted for as a business combination utilizing the acquisition method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under the acquisition method of accounting, the Security Networks Purchase Price has been allocated to Security Networks’ tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary estimates of fair value as follows (amounts in thousands): | |||||||
Cash | $ | 3,096 | |||||
Trade receivables | 1,305 | ||||||
Other current assets | 1,677 | ||||||
Property and equipment | 1,404 | ||||||
Subscriber accounts | 307,800 | ||||||
Dealer network and other intangible assets | 48,500 | ||||||
Goodwill | 176,300 | ||||||
Holdback liability, current and non-current | (9,620 | ) | |||||
Deferred income tax liabilities | (4,108 | ) | |||||
Other current and non-current liabilities | (25,797 | ) | |||||
Fair value of consideration | $ | 500,557 | |||||
The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (File No. 001-34176), filed with the Commission on November 12, 2013 (the “September 2013 10-Q”), included an initial allocation of the purchase price based on preliminary data. Subsequent to filing the Company’s September 2013 10-Q, an adjustment was made to increase goodwill by $3,267,000. The increase to goodwill is primarily related to the inclusion of $4,108,000 of estimated deferred income tax liabilities in the allocation, offset by the decrease of the Security Networks Purchase Price as discussed above. Other adjustments relate to the finalization of certain assumptions and estimates used to determine the fair value of acquired assets and assumed liabilities. These adjustments resulted in an $82,000 decrease in other current assets, a $100,000 increase to subscriber accounts and a $234,000 increase in other current and non-current liabilities, including the holdback liability. | |||||||
The preliminary estimates of fair value of assets acquired and liabilities assumed are based on available information as of the date of this report and may be revised as additional information becomes available, which primarily includes obtaining the Security Networks final short period federal and state income tax returns for 2013, which are expected to be filed in 2014. | |||||||
Goodwill in the amount of $176,300,000 was recognized in connection with the Security Networks Acquisition and was calculated as the excess of the consideration transferred over the net assets recognized, including deferred taxes, and represents the value to Monitronics for Security Networks’ recurring revenue and cash flow streams and its unique business strategy of partnering with independent dealers to obtain customers. Approximately $141,607,000 of the goodwill is estimated to be deductible for tax purposes. | |||||||
The subscriber accounts acquired in the Security Networks Acquisition are amortized using the 14-year 235% declining balance method. The dealer network and other intangible assets acquired, which consist of non-compete agreements, are amortized on a straight-line basis over their estimated useful lives of five years. | |||||||
Ascent Capital’s results of operations for the year ended December 31, 2013 include the operations of the Security Networks business from the Closing Date. For the year ended December 31, 2013, net revenue and operating loss attributable to Security Networks was $39,997,000 and $74,000, respectively. Net revenue attributable to Security Networks for the year ended reflects the negative impact of a $2,715,000 fair value adjustment that reduced deferred revenue acquired in the Security Networks Acquisition. | |||||||
As of December 31, 2013, Ascent Capital has incurred $2,470,000 of legal and professional services expense and other costs related to the Security Networks Acquisition, which are included in Selling, general, and administrative expense in the consolidated statements of operations and comprehensive income (loss). | |||||||
The following table includes unaudited pro forma information for Ascent Capital, which includes the historical operating results of Security Networks prior to ownership by Monitronics. This pro forma information gives effect to certain adjustments, including increased amortization to reflect the fair value assigned to the subscriber accounts and dealer network and other intangible assets acquired and increased interest expense relating to the debt transactions entered into to fund the Security Networks Acquisition. The pro-forma results assume that the Security Networks Acquisition and the debt transactions had occurred on January 1, 2012 for all periods presented. They are not necessarily indicative of the results of operations that would have occurred if the acquisition had been made at the beginning of the periods presented or that may be obtained in the future. | |||||||
Year ended December 31, | |||||||
2013 | 2012 | ||||||
(amounts in thousands, except | |||||||
per share amounts) | |||||||
As reported: | |||||||
Net revenue | $ | 451,033 | (a) | 344,943 | |||
Net loss from continuing operations | (22,536 | ) | (25,001 | ) | |||
Basic and diluted net loss from continuing operations per share | (1.62 | ) | (1.78 | ) | |||
Supplemental pro-forma: | |||||||
Net revenue | $ | 515,792 | 420,716 | (b) | |||
Net loss from continuing operations (c) | (36,303 | ) | (79,449 | ) | |||
Basic and diluted net loss from continuing operations per share | (2.58 | ) | (5.56 | ) | |||
(a) As reported net revenue year ended December 31, 2013 reflects the negative impact of a $2,715,000 fair value adjustment that reduced deferred revenue acquired in the Security Networks Acquisition. | |||||||
(b) Pro-forma net revenue for the year ended December 31, 2012 reflects the negative impact of a $2,715,000 fair value adjustment that would have reduced deferred revenue acquired in the Security Networks Acquisition. | |||||||
(c) The pro-forma net loss from continuing operations amounts for the year ended December 31, 2013 include non-recurring acquisition costs incurred by Monitronics of $2,470,000. | |||||||
Dispositions
Dispositions | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Dispositions | ' | ||||||||
Dispositions | ' | ||||||||
(6) Dispositions | |||||||||
The consolidated financial statements and accompanying notes of Ascent Capital have been prepared reflecting the following businesses as discontinued operations for all years presented in accordance with FASB ASC Topic 205, Presentation of Financial Statements. These businesses were operated by our wholly-owned subsidiary Ascent Media Group, LLC (“AMG”). AMG was primarily engaged in the business of providing content distribution and creative services to the media and entertainment industries. The businesses of AMG were organized into two operating segments: businesses that provide content management and delivery services (“Content Services”), and businesses that provide creative services (“Creative Services”). The Content Services segment was in turn divided into three business units: (i) the content distribution business unit (“Content Distribution”), (ii) the media management services business unit (“Media Services”) and (iii) the systems integration business unit (“Systems Integration” or “SI”). | |||||||||
In June 2011, the Company shut down the operations of the Systems Integration business. In connection with ceasing its operations, the Company recorded exit costs of $1,119,000 related to employee severance for the year ended December 31, 2011. | |||||||||
On February 28, 2011, Ascent Capital completed the sale of 100% of the Content Distribution business to Encompass Digital Media, Inc. (“Encompass”). Ascent Capital received cash proceeds of approximately $104,000,000 and recorded a pre-tax gain of $66,136,000 and $6,716,000 of related income tax expense for the year ended December 31, 2011. The Creative Services business and the Media Services business unit were disposed of in 2010. | |||||||||
The following table presents the results of operations of the discontinued operations that are included in Income (loss) from discontinued operations, net of income tax (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Revenue | $ | — | — | 24,183 | |||||
Income (loss) before income taxes (a) | $ | 169 | (3,742 | ) | 48,836 | ||||
(a) The 2011 amount includes a gain on the sale of the Content Distribution business of approximately $66,136,000 and a charge of $1,119,000 related to the shutdown of the Systems Integration business. | |||||||||
Investments_in_Marketable_Secu
Investments in Marketable Securities | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Investments in Marketable Securities | ' | ||||||
Investments in Marketable Securities | ' | ||||||
(7) Investments in Marketable Securities | |||||||
The Company currently holds marketable securities consisting primarily of diversified corporate bond funds. The following table presents the activity of these investments, which were classified as available-for-sale securities (amounts in thousands): | |||||||
Year ended December 31, | |||||||
2013 | 2012 | ||||||
Beginning Balance | $ | 142,587 | 40,377 | ||||
Purchases | 21,770 | 99,667 | |||||
Sales at cost basis (a) | (33,692 | ) | — | ||||
Realized and unrealized gains (losses), net | (1,169 | ) | 2,543 | ||||
Ending Balance | $ | 129,496 | 142,587 | ||||
(a) For the year ended December 31, 2013, total proceeds from the sales of marketable securities were $33,415,000, resulting in a pre-tax loss of $277,000. | |||||||
The following table presents the net after-tax unrealized and realized gains on the investment in marketable securities that were recorded into Accumulated other comprehensive loss on the consolidated balance sheet and in Other comprehensive income (loss) on the consolidated statements of operations and comprehensive income (loss) (amounts in thousands): | |||||||
Year ended December 31, | |||||||
2013 | 2012 | ||||||
Accumulated other comprehensive income (loss) | |||||||
Beginning Balance | $ | 2,667 | 124 | ||||
Unrealized gains (losses), net of income tax of $0 | (1,446 | ) | 2,543 | ||||
Realized loss, net recognized into earnings, net of income tax of $0 (a) | 277 | — | |||||
Ending Balance | $ | 1,498 | 2,667 | ||||
(a) The realized loss, net on the sale of marketable securities for the year ended December 31, 2013 is included in Other income, net on the consolidated statements of operations and comprehensive income (loss). | |||||||
Assets_Held_for_Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2013 | |
Assets Held for Sale | ' |
Assets Held for Sale | ' |
(8) Assets Held for Sale | |
In 2013, the Company reclassified $2,500,000 of land and building, net of accumulated depreciation, to Assets held for sale on the consolidated balance sheet. Additionally, for the year ended December 31, 2013, the Company completed sales of certain assets held for sale with a carrying value of $8,474,000, resulting in a gain on disposition of approximately $2,221,000. At December 31, 2013, the Company has $1,231,000 classified as assets held for sale on the consolidated balance sheet. The Company currently expects to complete the sale of these real estate properties during the next twelve months. | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Property and Equipment | ' | ||||||
Property and Equipment | ' | ||||||
(9) Property and Equipment | |||||||
Property and equipment consist of the following (amounts in thousands): | |||||||
As of December 31, | |||||||
2013 | 2012 | ||||||
Property and equipment, net: | |||||||
Land | $ | 21,644 | 23,170 | ||||
Buildings and leasehold improvements | 31,423 | 35,206 | |||||
Machinery and equipment | 38,989 | 28,685 | |||||
92,056 | 87,061 | ||||||
Accumulated depreciation | (35,528 | ) | (30,570 | ) | |||
$ | 56,528 | 56,491 | |||||
Depreciation expense for property and equipment was $8,941,000, $8,404,000 and $7,052,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||
Goodwill
Goodwill | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Goodwill. | ' | ||||
Goodwill | ' | ||||
(10) Goodwill | |||||
The following table provides the activity and balances of goodwill (amounts in thousands): | |||||
Balance at December 31, 2011 | $ | 350,213 | |||
Period activity | — | ||||
Balance at December 31, 2012 | 350, 213 | ||||
Security Networks Acquisition | 176,300 | ||||
Balance at December 31, 2013 | $ | 526,513 | |||
In connection with the Company’s 2013 annual goodwill impairment analysis, the Company did not record an impairment loss related to goodwill as the estimated fair value the Company’s reporting unit exceeded the carrying value of the underlying assets. | |||||
Other_Accrued_Liabilities
Other Accrued Liabilities | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Other Accrued Liabilities | ' | ||||||
Other Accrued Liabilities | ' | ||||||
(11) Other Accrued Liabilities | |||||||
Other accrued liabilities consisted of the following (amounts in thousands): | |||||||
As of December 31, | |||||||
2013 | 2012 | ||||||
Interest payable | $ | 15,455 | 9,624 | ||||
Income taxes payable | 2,744 | 2,388 | |||||
Legal accrual | 1,378 | 9,785 | |||||
Other | 14,854 | 9,853 | |||||
Total other accrued liabilities | $ | 34,431 | 31,650 | ||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-Term Debt. | ' | |||||||
Long-Term Debt | ' | |||||||
(12) Long-Term Debt | ||||||||
Long-term debt consisted of the following (amounts in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | $ | 74,189 | $ | — | ||||
Monitronics 9.125% Senior Notes due April 1, 2020 | 585,282 | 410,000 | ||||||
Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% (a) | 902,293 | 685,583 | ||||||
Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% (a) | 19,500 | 12,800 | ||||||
1,581,264 | 1,108,383 | |||||||
Less current portion of long-term debt | (9,166 | ) | (6,950 | ) | ||||
Long-term debt | $ | 1,572,098 | $ | 1,101,433 | ||||
(a) The interest rate on the term loan and the revolving credit facility was LIBOR plus 4.25%, subject to a LIBOR floor of 1.25%, until March 25, 2013. | ||||||||
Convertible Notes | ||||||||
On July 17, 2013, Ascent Capital issued $103,500,000 in aggregate principal amount of 4.00% convertible senior notes due July 15, 2020 (the “Convertible Notes”), in an offering registered under the Securities Act of 1933, as amended. The Convertible Notes will be convertible, under certain circumstances, into cash, shares of Ascent Capital’s Series A common stock, par value $.01 per share (the “Common Stock”), or any combination thereof at Ascent Capital’s election. The Convertible Notes will mature on July 15, 2020 and bear interest at a rate per annum of 4.00%. Interest on the Convertible Notes is payable semi-annually on January 15 and July 15 of each year. | ||||||||
Holders of the Convertible Notes (“Noteholders”) shall have the right, at their option, to convert all or any portion of such Convertible Notes, subject to the satisfaction of certain conditions, at an initial conversion rate of 9.7272 shares of Common Stock per $1,000 principal amount of Convertible Notes (subject to adjustment in certain situations), which represents an initial conversion price of approximately $102.804 (the “Conversion Price”). Ascent Capital is entitled to settle any such conversion by delivery of cash, shares of Common Stock or any combination thereof at Ascent’s election. In addition, Noteholders will have the right to submit Convertible Notes for conversion, subject to the satisfaction of certain conditions, in the event of certain corporate transactions. | ||||||||
In the event of a fundamental change (as such term is defined in the indenture governing the Convertible Notes) at any time prior to the maturity date, each Noteholder shall have the right, at such Noteholder’s option, to require Ascent Capital to repurchase for cash any or all of such Noteholder’s Convertible Notes on the repurchase date specified by Ascent Capital at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, including unpaid additional interest, if any, unless the repurchase date occurs after an interest record date and on or prior to the related interest payment date, as specified in the indenture. | ||||||||
The Convertible Notes are within the scope of FASB ASC Topic 470 Subtopic 20, Debt with Conversion and Other Options (“FASB ASC 470-20”), and as such are required to be separated into a liability and equity component. The carrying amount of the liability component is calculated by measuring the fair value of a similar liability (including any embedded features other than the conversion option) that does not have an associated conversion option. The carrying amount of the equity component is determined by deducting the fair value of the liability component from the initial proceeds ascribed to the Convertible Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, treated as a debt discount, is amortized to interest cost over the expected life of a similar liability that does not have an associated conversion option using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification as prescribed in FASB ASC 815 Subtopic 40, Contracts in an Entity’s Own Equity (“FASB ASC 815-40”). Accordingly, upon issuance, the Company estimated fair value of the liability component as $72,764,000, with the remaining excess amount of $30,736,000 allocated to the equity component. The Convertible Notes are presented on the consolidated balance sheet as follows (amounts in thousands): | ||||||||
As of | ||||||||
December 31, | ||||||||
2013 | ||||||||
Principal | $ | 103,500 | ||||||
Unamortized discount | (29,311 | ) | ||||||
Carrying value | $ | 74,189 | ||||||
The Company is using an effective interest rate of 10.0% to calculate the accretion of the debt discount, which is being recorded as interest expense over the expected remaining term to maturity of the Convertible Notes. The Company recognized contractual interest expense of $1,897,500 on the Convertible Notes for the year ended December 31, 2013. The Company amortized $1,425,000 of the Convertible Notes debt discount into interest expense for the year ended December 31, 2013. | ||||||||
Hedging Transactions Relating to the Offering of the Convertible Notes | ||||||||
In connection with the issuance of the Convertible Notes, Ascent Capital entered into separate privately negotiated purchased call options (the “Bond Hedge Transactions”). The Bond Hedge Transactions require the counterparties to offset Common Stock deliverable or cash payments made by Ascent Capital upon conversion of the Convertible Notes in the event that the volume-weighted average price of the Common Stock on each trading day of the relevant valuation period is greater than the strike price of $102.804, which corresponds to the Conversion Price of the Convertible Notes. The Bond Hedge Transactions cover, subject to anti-dilution adjustments, approximately 1,007,000 shares of Common Stock, which is equivalent to the number of shares initially issuable upon conversion of the Convertible Notes, and are expected to reduce the potential dilution with respect to the Common Stock, and/or offset potential cash payments Ascent Capital is required to make in excess of the principal amount of the Convertible Notes upon conversion. | ||||||||
Concurrently with the Bond Hedge Transactions, Ascent Capital also entered into separate privately negotiated warrant transactions with each of the call option counterparties (the “Warrant Transactions”). The warrants are European options, and are exercisable in tranches on consecutive trading days starting after the maturity of the Convertible Notes. The warrants cover the same initial number of shares of Common Stock, subject to anti-dilution adjustments, as the Bond Hedge Transactions. The Warrant Transactions require Ascent Capital to deliver Common Stock or make cash payments to the counterparties on each expiration date with a value equal to the number of warrants exercisable on that date times the excess of the volume-weighted average price of the Common Stock over the strike price of $118.62, which effectively reflects a 50% conversion premium on the Convertible Notes. As such, the Warrant Transactions may have a dilutive effect with respect to the Common Stock to the extent the Warrant Transactions are settled with shares of Common Stock. Ascent Capital may elect to settle its delivery obligation under the Warrant Transactions in cash. | ||||||||
The Bond Hedge Transactions and Warrant Transactions are separate transactions entered into by Ascent Capital, are not part of the terms of the Convertible Notes and will not affect the Noteholders’ rights under the Convertible Notes. The Noteholders will not have any rights with respect to the Bond Hedge Transactions or the Warrant Transactions. | ||||||||
Ascent Capital purchased the bond hedge call option for $20,318,000 and received $14,211,000 in proceeds from the sale of the warrants, resulting in a net cost for the Bond Hedge Transactions and the Warrant Transactions of $6,107,000. In accordance with FASB ASC 815-40, the fair value of the Bond Hedge and Warrant Transactions was recognized in Additional paid-in capital on the consolidated balance sheet. | ||||||||
Senior Notes | ||||||||
On March 23, 2012, Monitronics closed on a $410,000,000 privately placed debt offering of 9.125% Senior Notes due 2020 (the “Existing Senior Notes”). In August 2012, Monitronics completed an exchange of the Existing Senior Notes for identical securities in a registered offering under the Securities Act of 1933, as amended. | ||||||||
On July 17, 2013, an additional $175,000,000 of 9.125% Senior Notes (the “New Senior Notes”) were issued by Monitronics Escrow Corporation (the “Escrow Issuer”), a wholly-owned subsidiary of Ascent Capital. The proceeds from this offering were placed in escrow and were released upon the Closing Date. Upon the Closing Date, the Escrow Issuer was merged into Monitronics and Monitronics assumed the New Senior Notes (the New Senior Notes, together with the Existing Senior Notes, are collectively referred to as the “Senior Notes”). In December 2013, Monitronics completed an exchange of the New Senior Notes for identical securities in a registered offering under the Securities Act of 1933, as amended. | ||||||||
The Senior Notes mature on April 1, 2020 and bear interest at 9.125% per annum. Interest payments are due semi-annually on April 1 and October 1 of each year, beginning on October 1, 2012. | ||||||||
The Senior Notes are guaranteed by all of Monitronics’ existing subsidiaries. Ascent Capital has not guaranteed any of Monitronics’ obligations under the Senior Notes. | ||||||||
In the third quarter of 2013, Ascent Capital purchased $5,000,000 in aggregate principal amount of Monitronics’ Senior Notes (“Ascent Acquired Senior Notes”). As a result of this transaction, a loss of $200,000 was recognized for the premium paid upon purchasing the Ascent Acquired Senior Notes. The loss is presented in Other income, net on the consolidated statements of operations and other comprehensive income (loss) for year ended December 31, 2013. The Ascent Acquired Senior Notes were subsequently sold in the fourth quarter of 2013 for a gain of approximately $287,000. The gain was recorded as a premium on the Senior Notes on Ascent Capital’s balance sheet and will be amortized as a credit to interest expense over the remaining maturity of the Monitronics’ Senior Notes utilizing the effective interest rate method. | ||||||||
Credit Facility | ||||||||
On March 23, 2012, Monitronics entered into a senior secured credit facility with the lenders party thereto and Bank of America, N.A., as administrative agent, which provided a $550,000,000 term loan at a 1% discount and a $150,000,000 revolving credit facility (the “Credit Agreement”). Proceeds from the Credit Agreement and the Senior Notes, together with cash on hand, were used to retire all outstanding borrowings under Monitronics’ former credit facility, securitization debt, and to settle all related derivative contracts (the “Refinancing”). | ||||||||
On November 7, 2012, Monitronics entered into an amendment to the Credit Agreement (“Amendment No. 1”), which provided an incremental term loan with an aggregate principal amount of $145,000,000. The incremental term loan was used to fund the acquisition of approximately 93,000 subscriber accounts for a purchase price of approximately $131,000,000. | ||||||||
On March 25, 2013, Monitronics entered into a second amendment to the Credit Agreement (“Amendment No. 2”). Pursuant to Amendment No. 2, Monitronics repriced the interest rates applicable to the Credit Agreement’s facility (the “Repricing”) which is comprised of the term loans and revolving credit facility noted above. Concurrently with the Repricing, Monitronics extended the maturity of the revolving credit facility by nine months to December 22, 2017. | ||||||||
On August 16, 2013, in connection with the Security Networks Acquisition, Monitronics entered into a third amendment (“Amendment No. 3”) to the Credit Agreement to provide for, among other things, (i) an increase in the commitments under the revolving credit facility in a principal amount of $75,000,000, resulting in an aggregate principal amount of $225,000,000, (ii) new term loans in an aggregate principal amount of $225,000,000 (the “Incremental Term Loans”) at a 0.5% discount and (iii) certain other amendments to the Credit Agreement, each as set forth in Amendment No. 3 (the Credit Agreement together with Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Credit Facility”). | ||||||||
The Credit Facility term loans bear interest at LIBOR plus 3.25%, subject to a LIBOR floor of 1.00%, and mature on March 23, 2018. Principal payments of approximately $2,292,000 and interest on the term loans are due quarterly. The Credit Facility revolver bears interest at LIBOR plus 3.75%, subject to a LIBOR floor of 1.00%, and matures on December 22, 2017. There is an annual commitment fee of 0.50% on unused portions of the Credit Facility revolver. As of December 31, 2013, $205,500,000 is available for borrowing under the revolving credit facility. | ||||||||
At any time after the occurrence of an event of default under the Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Credit Facility immediately due and payable and terminate any commitment to make further loans under the Credit Facility. In addition, failure to comply with restrictions contained in the Senior Notes could lead to an event of default under the Credit Facility. | ||||||||
The Credit Facility is secured by a pledge of all of the outstanding stock of Monitronics and all of its existing subsidiaries and is guaranteed by all of Monitronics’ existing subsidiaries. Ascent Capital has not guaranteed any of Monitronics’ obligations under the Credit Facility. | ||||||||
As of December 31, 2013, the Company has deferred financing costs, net of accumulated amortization, of $27,306,000 related to the Convertible Notes, the Senior Notes and the Credit Facility. These costs are included in Other assets, net on the accompanying consolidated balance sheet and will be amortized over the remaining term of the respective debt instruments using the effective-interest method. In accordance with FASB ASC 470-20, we allocated approximately $879,000 of the Convertible Notes issuance costs to the equity component and recorded the amount as a reduction of Additional paid-in capital on the consolidated balance sheet. | ||||||||
As a result of the Refinancing, the Company accelerated amortization of the securitization debt premium and certain deferred financing costs related to the former senior secured credit facility, and expensed certain other refinancing costs. The components of the Refinancing expense, reflected in the consolidated statement of operations and comprehensive income (loss) as a component of Other income (expense) for the year ended December 31, 2012, are as follows (amounts in thousands): | ||||||||
For the year ended | ||||||||
December 31, 2012 | ||||||||
Accelerated amortization of deferred financing costs | $ | 389 | ||||||
Accelerated amortization of securitization debt discount | 6,679 | |||||||
Other refinancing costs | 7,628 | |||||||
Gain on early termination of derivative instruments | (8,451 | ) | ||||||
Total refinancing expense | $ | 6,245 | ||||||
In order to reduce the financial risk related to changes in interest rates associated with the floating rate term loans under the Credit Facility, Monitronics entered into two interest rate swap agreements (each with separate counterparties) in 2012, with terms similar to the Credit Facility term loans (the “Existing Swap Agreements”). On March 25, 2013, Monitronics negotiated amendments to the terms of the Existing Swap Agreements to coincide with the Repricing. In the third quarter of 2013, Monitronics entered into two additional interest rate swap agreements in conjunction with the Incremental Term Loans (all outstanding interest rate swap agreements are collectively referred to as the “Swaps”). | ||||||||
The Swaps have a maturity date of March 23, 2018 to match the term of the Credit Facility term loans. The Swaps have been designated as effective hedges of the Company’s variable rate debt and qualify for hedge accounting. See note 13, Derivatives, for further disclosures related to these derivative instruments. As a result of the Swaps, the interest rate on the borrowings under the Credit Facility term loans have been effectively converted from a variable rate to a weighted average fixed rate of 5.06%. | ||||||||
The terms of the Convertible Senior Notes, the Senior Notes and the Credit Facility provide for certain financial and nonfinancial covenants. As of December 31, 2013, the Company was in compliance with all required covenants. | ||||||||
Principal payments scheduled to be made on the Company’s debt obligations are as follows (amounts in thousands): | ||||||||
2014 | $ | 9,166 | ||||||
2015 | 9,166 | |||||||
2016 | 9,166 | |||||||
2017 | 28,666 | |||||||
2018 | 870,802 | |||||||
2019 | — | |||||||
Thereafter | 688,500 | |||||||
Total principal payments | 1,615,466 | |||||||
Less: | ||||||||
Unamortized discount and premiums, net | 34,202 | |||||||
Total debt on consolidated balance sheet | $ | 1,581,264 | ||||||
Derivatives
Derivatives | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivatives | ' | ||||||||
Derivatives | ' | ||||||||
(13) Derivatives | |||||||||
The Company utilizes interest rate swap agreements to reduce the interest rate risk inherent in Monitronics’ variable rate Credit Facility term loans. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. The Company incorporates credit valuation adjustments to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements. See note 14, Fair Value Measurements, for additional information about the credit valuation adjustments. | |||||||||
At December 31, 2013, derivative financial instruments include one interest rate swap with a fair value of $2,495,000, that constitute an asset of the Company and three interest rate swaps with a fair value $2,013,000 that constitute a liability of the Company. At December 31, 2012, derivative financial instruments include an interest rate swap with a fair value of $116,000, that constitutes an asset of the Company, and an interest rate swap with a fair value of $12,359,000, that constitutes a liability of the Company. The Swaps are included in Other Assets, net and Derivative financial instruments on the consolidated balance sheets. For the years ended December 31, 2013 and 2012, all of the outstanding Swaps are designated and qualify as cash flow hedging instruments, with the effective portion of the Swaps change in fair value recorded in Accumulated other comprehensive loss. Any ineffective portions of the Swaps change in fair value are recognized in current earnings in Interest expense. Changes in the fair value of the Swaps recognized in Accumulated other comprehensive loss are reclassified to Interest expense when the hedged interest payments on the underlying debt are recognized. Amounts in Accumulated other comprehensive loss expected to be recognized in Interest expense in the coming 12 months total approximately $5,044,000. | |||||||||
At December 31, 2011, derivative financial instruments include one interest rate cap with a fair value of $25,000, that constitutes an asset of the Company, an interest rate floor with a fair value of $19,320,000 that constitutes a liability of the Company, and three interest rate swaps (“2011 Swaps”) with an aggregate fair value of $16,959,000 that constitute liabilities of the Company. The interest rate cap is included in Other assets on the consolidated balance sheet, while the interest rate floor and 2011 Swaps are included in Derivative financial instruments on the consolidated balance sheet. The interest rate cap, floor and 2011 Swaps were not designated as hedges. | |||||||||
The objective of the swap derivative instruments was to reduce the risk associated with Monitronics’ term loan variable interest rates. In effect, the swap derivative instruments convert variable interest rates into fixed interest rates on the Company’s term loan borrowings. It is the Company’s policy to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. As of December 31, 2013, 2012 and 2011, no such amounts were offset. | |||||||||
The Swaps’ outstanding notional balance as of December 31, 2013 and terms are noted below: | |||||||||
Notional | Effective Date | Fixed | Variable Rate Received | ||||||
Rate Paid | |||||||||
$ | 540,375,000 | March 28, 2013 | 1.884 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | ||||
143,187,500 | March 28, 2013 | 1.384 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | |||||
111,934,673 | September 30, 2013 | 1.959 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor | |||||
111,934,673 | September 30, 2013 | 1.85 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor | |||||
(a) On March 25, 2013, Monitronics negotiated amendments to the terms of these interest rate swap agreements to coincide with the Repricing (the “Amended Swaps”). The Amended Swaps are held with the same counterparties as the Existing Swap Agreements. Upon entering into the Amended Swaps, Monitronics simultaneously dedesignated the Existing Swap Agreements and redesignated the Amended Swaps as cash flow hedges for the underlying change in the swap terms. The amounts previously recognized in Accumulated other comprehensive loss relating to the dedesignation will be recognized in Interest expense over the remaining life of the Amended Swaps. | |||||||||
The impact of the derivatives designated as cash flow hedges on the consolidated financial statements is depicted below (amounts in thousands): | |||||||||
For the year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Effective portion of gain (loss) recognized in Accumulated other comprehensive loss | $ | 7,014 | (15,715 | ) | |||||
Effective portion of loss reclassified from Accumulated other comprehensive loss into Net income (a) | $ | (5,303 | ) | (3,472 | ) | ||||
Ineffective portion of amount of gain (loss) recognized into Net income on interest rate swaps (a) | $ | 24 | — | ||||||
(a) Amounts are included in Interest expense in the consolidated statements of operations and comprehensive income (loss). | |||||||||
On March 23, 2012, in connection with the Refinancing, Monitronics terminated all of its previously outstanding derivative financial instruments and recorded a gain of $8,451,000. These derivative financial instruments were not designated as hedges. For the year ended December 31, 2012, the realized and unrealized loss on derivative financial instruments includes settlement payments of $8,837,000 partially offset by a $6,793,000 unrealized gain related to the change in the fair value of these derivatives prior to their termination in March 2012. | |||||||||
For the year ended December 31, 2011, the realized and unrealized loss on derivative financial instruments in the consolidated statements of operations includes settlement payments of $38,645,000 partially offset by a $28,044,000 unrealized gain related to the change in the fair value. | |||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Fair Value Measurements | ' | ||||||||||
Fair Value Measurements | ' | ||||||||||
(14) Fair Value Measurements | |||||||||||
According to the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories: | |||||||||||
· Level 1 - Quoted prices for identical instruments in active markets. | |||||||||||
· Level 2 - Quoted prices for similar instruments in active or inactive markets and valuations derived from models where all significant inputs are observable in active markets. | |||||||||||
· Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable in any market. | |||||||||||
The following summarizes the fair value level of assets and liabilities that are measured on a recurring basis at December 31 (amounts in thousands): | |||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||
2013 | |||||||||||
Money market funds (a) | $ | 27,710 | — | — | 27,710 | ||||||
Investments in marketable securities (b) | 124,921 | 4,575 | — | 129,496 | |||||||
Derivative financial instruments - assets | — | 2,495 | — | 2,495 | |||||||
Derivative financial instruments - liabilities | — | (2,013 | ) | — | (2,013 | ) | |||||
Total | $ | 152,631 | 5,057 | — | 157,688 | ||||||
2012 | |||||||||||
Money market funds (a) | $ | 2,705 | — | — | 2,705 | ||||||
Investments in marketable securities (b) | 142,587 | — | — | 142,587 | |||||||
Derivative financial instruments - assets | — | 116 | — | 116 | |||||||
Derivative financial instruments - liabilities | — | (12,359 | ) | — | (12,359 | ) | |||||
Total | $ | 145,292 | (12,243 | ) | — | 133,049 | |||||
(a) Included in Cash and cash equivalents on the consolidated balance sheet. | |||||||||||
(b) Level 1 investments primarily consist of diversified corporate bond funds. The Level 2 security represents one investment in a corporate bond. All investments are classified as available-for-sale securities. | |||||||||||
The Company has determined that the majority of the inputs used to value the Swaps fall within Level 2 of the fair value hierarchy. The credit valuation adjustments associated with the derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by its counterparties. As the counterparties have publicly available credit information, the credit spreads over LIBOR used in the calculations represent implied credit default swap spreads obtained from a third-party credit data provider. However, as of December 31, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Swaps. As a result, the Company has determined that the December 31, 2013 derivative valuation is classified in Level 2 of the fair value hierarchy. | |||||||||||
The following table presents the activity in the Level 3 balances (amounts in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | ||||||||||
Derivative financial instruments — liabilities | |||||||||||
Beginning balance | $ | — | $ | (16,959 | ) | ||||||
Unrealized gain | — | 16,959 | |||||||||
Ending balance | $ | — | $ | — | |||||||
Carrying values and fair values of financial instruments that are not carried at fair value are as follows (amounts in thousands): | |||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||
Long term debt, including current portion: | |||||||||||
Carrying value | $ | 1,581,264 | $ | 1,108,383 | |||||||
Fair value (a) | 1,667,671 | 1,130,978 | |||||||||
(a) The fair value is based on valuations from third party financial institutions and is classified as Level 2 in the hierarchy. | |||||||||||
Ascent Capital’s other financial instruments, including cash and cash equivalents, accounts receivable and accounts payable are carried at cost, which approximates their fair value because of their short-term maturity. | |||||||||||
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Restructuring Charges | ' | ||||||||||||
Restructuring Charges | ' | ||||||||||||
(15) Restructuring Charges | |||||||||||||
In connection with the Security Networks Acquisition, management approved a restructuring plan to transition Security Networks operations in West Palm Beach and Kissimmee, Florida to Dallas, Texas (the “2013 Restructuring Plan”). The 2013 Restructuring Plan provides certain employees with a severance package that entitles them to benefits upon completion of the transition in 2014. Severance costs related to the 2013 Restructuring Plan are recognized ratably over the future service period. During the year ended December 31, 2013, the Company recorded $1,111,000 of restructuring charges related to employee termination benefits. | |||||||||||||
Additionally, in connection with the 2013 Restructuring Plan, the Company allocated approximately $492,000 of the Security Networks Purchase Price to accrued restructuring in relation to the Security Networks’ severance agreement entered into with its former Chief Executive Officer. | |||||||||||||
There were no restructuring charges recorded in continuing operations for the year ended December 31, 2012. During 2011, the Company completed certain restructuring activities and recorded charges of $4,258,000. The 2011 restructuring charges were in relation to 2010 and 2008 restructuring plans (the “2010 Restructuring Plan” and “2008 Restructuring Plan,” respectively). The 2010 Restructuring Plan began in the fourth quarter of 2010, in conjunction with the expected sales of the Creative/Media and Content Distribution businesses. The 2010 Restructuring Plan was implemented to meet the changing strategic needs of the Company, as it sold most of its media and entertainment assets and acquired Monitronics, an alarm monitoring business. Such charges include retention costs for employees to remain employed until the sales were complete, severance costs for certain employees and costs for facilities that were no longer being used by the Company due to the Creative/Media and Content Distribution sales. | |||||||||||||
The 2008 Restructuring Plan was implemented to align the Company’s organization with its strategic goals and how it operated, managed and sold its services. The 2008 Restructuring Plan charges included severance costs from labor cost mitigation measures undertaken across all of the businesses and facility costs in conjunction with the consolidation of certain facilities in the United Kingdom and the closing of the Company’s Mexico operations. | |||||||||||||
The following table provides the activity and balances of the Company’s restructuring plans (amounts in thousands): | |||||||||||||
Year ended December 31, 2013 | |||||||||||||
Opening | Additions | Deductions (b) | Other | Ending balance | |||||||||
balance | |||||||||||||
2013 Restructuring Plan | |||||||||||||
Severance and retention | $ | — | 1,111 | (33 | ) | 492 | (a) | 1,570 | |||||
2008 Restructuring Plan | |||||||||||||
Excess facility costs | $ | 141 | — | — | — | 141 | |||||||
Year ended December 31, 2012 | |||||||||||||
Opening | Additions | Deductions (b) | Other | Ending balance | |||||||||
balance | |||||||||||||
2010 Restructuring Plan | |||||||||||||
Severance and retention | $ | 1,886 | — | (1,886 | ) | — | — | ||||||
2008 Restructuring Plan | |||||||||||||
Excess facility costs | $ | 236 | — | (95 | ) | — | 141 | ||||||
Year ended December 31, 2011 | |||||||||||||
Opening | Additions | Deductions (a) | Other | Ending balance | |||||||||
balance | |||||||||||||
2010 Restructuring Plan | |||||||||||||
Severance and retention | $ | 3,590 | 4,186 | (5,890 | ) | — | 1,886 | ||||||
2008 Restructuring Plan | |||||||||||||
Severance | $ | 9 | — | (9 | ) | — | — | ||||||
Excess facility costs | 211 | 72 | (47 | ) | — | 236 | |||||||
Total | $ | 220 | 72 | (56 | ) | — | 236 | ||||||
(a) Amount was recorded upon the acquisition of Security Networks. | |||||||||||||
(b) Primarily represents cash payments. | |||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | ' | ||||||||
(16) Income Taxes | |||||||||
Components of pretax loss from continuing operations by jurisdiction are as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Domestic | $ | (18,625 | ) | (22,727 | ) | (21,145 | ) | ||
Foreign | 295 | 320 | (5,258 | ) | |||||
Loss from continuing operations before taxes | $ | (18,330 | ) | (22,407 | ) | (26,403 | ) | ||
The Company’s income tax benefit (expense) from continuing operations is as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Current: | |||||||||
Federal | $ | — | 89 | 350 | |||||
State | (2,953 | ) | (2,310 | ) | (2,458 | ) | |||
Foreign | (114 | ) | 63 | — | |||||
(3,067 | ) | (2,158 | ) | (2,108 | ) | ||||
Deferred: | |||||||||
Federal | 2,407 | (405 | ) | (380 | ) | ||||
State | (3,596 | ) | (8 | ) | (10 | ) | |||
Foreign | 50 | (23 | ) | — | |||||
(1,139 | ) | (436 | ) | (390 | ) | ||||
Total income tax expense from continuing operations | $ | (4,206 | ) | (2,594 | ) | (2,498 | ) | ||
Total income tax expense from continuing operations differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Computed expected tax benefit | $ | 6,416 | 7,842 | 9,241 | |||||
State and local income taxes, net of federal benefit | (4,257 | ) | (1,507 | ) | (1,604 | ) | |||
Change in valuation allowance affecting income tax expense | (3,281 | ) | (8,745 | ) | (7,698 | ) | |||
Income (expense) not resulting in tax impact | (1,539 | ) | 92 | (596 | ) | ||||
Tax amortization of indefinite-lived assets | (1,481 | ) | (431 | ) | (155 | ) | |||
Other, net | (64 | ) | 155 | (1,686 | ) | ||||
Income tax expense | $ | (4,206 | ) | (2,594 | ) | (2,498 | ) | ||
Components of deferred tax assets and liabilities are as follows (amounts in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Current assets: | |||||||||
Accounts receivable reserves | $ | 1,224 | 675 | ||||||
Accrued liabilities | 12,099 | 9,748 | |||||||
Other | — | 592 | |||||||
Total current deferred tax assets | 13,323 | 11,015 | |||||||
Valuation allowance | (3,766 | ) | (5,337 | ) | |||||
9,557 | 5,678 | ||||||||
Noncurrent assets: | |||||||||
Net operating loss carryforwards | 133,929 | 102,234 | |||||||
Derivative financial instruments | — | 4,308 | |||||||
Other | 8,704 | 4,792 | |||||||
Total noncurrent deferred tax assets | 142,633 | 111,334 | |||||||
Valuation allowance | (37,442 | ) | (48,002 | ) | |||||
105,191 | 63,332 | ||||||||
Deferred tax assets, net | 114,748 | 69,010 | |||||||
Current liabilities: | |||||||||
Other | (2,429 | ) | (1,871 | ) | |||||
Noncurrent liabilities: | |||||||||
Intangible assets | (110,164 | ) | (70,634 | ) | |||||
Convertible notes | (10,745 | ) | — | ||||||
Property, plant and equipment | (1,050 | ) | (885 | ) | |||||
Other | (30 | ) | — | ||||||
(121,989 | ) | (71,519 | ) | ||||||
Total deferred tax liabilities | (124,418 | ) | (73,390 | ) | |||||
Net deferred tax assets (liabilities) | $ | (9,670 | ) | (4,380 | ) | ||||
The Company’s deferred tax assets and liabilities are reported in the accompanying consolidated balance sheets as follows (amounts in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Current deferred income tax assets, net | $ | 7,128 | 3,807 | ||||||
Long-term deferred income tax liabilities, net | (16,798 | ) | (8,187 | ) | |||||
Net deferred tax assets (liabilities) | $ | (9,670 | ) | (4,380 | ) | ||||
For the year ended December 31, 2013, the valuation allowance decreased by $12,131,000. The change in the valuation allowance is attributable to an increase of $3,281,000 related to income tax expense, which includes the impact of a reduction of Monitronics’ valuation allowance of $3,887,000 in connection with the acquisition of Security Networks, offset by an increase in deferred tax liabilities of $10,745,000 related to the Convertible Notes, a decrease of $4,334,000 related to changes in the derivative fair values recorded in other comprehensive income and $333,000 of other adjustments. | |||||||||
The excess tax benefits associated with the exercise of non-qualified stock options, restricted stock grants, and disqualifying dispositions of both incentive stock option stock and stock acquired from the Company’s incentive plans, for 2013 and 2012 in the amount of $3,799,000 and $2,592,000, respectively, did not reduce current income taxes payable and, accordingly, are not included in the deferred tax asset relating to net operating loss (“NOL”) carryforwards, but are included with the federal and state NOL carryforwards disclosed in this footnote. | |||||||||
At December 31, 2013, the Company has $382,585,000, $51,023,000 and $70,047,000 in net operating loss carryforwards for federal, California and other state tax purposes, respectively. The federal net operating losses expire at various times from 2024 through 2033. The state net operating loss carryforwards will expire during the years 2014 through 2033. Approximately $130,367,000 of the Company’s net operating losses are subject to IRC Section 382 limitations. The Company has $1,064,000 of federal income tax credits, of which $638,000 will expire in 2018. The Company also has $1,070,000 of state credits that will expire through year 2026. | |||||||||
As of December 31, 2013, the 2010 to 2012 tax years remain open to examination by the IRS. The Company’s income tax returns for the periods of September 18, 2008 through December 31, 2011, as well as the periods July 21, 2005 through September 17, 2008, when the Company was included in the consolidated income tax returns of DHC, remain subject to examination by the IRS and state authorities. The Company’s foreign tax returns subsequent to 2009 are open for review by the foreign taxing authorities. | |||||||||
A reconciliation of the beginning and ending amount of uncertain tax positions, which is recorded in other long term liabilities, is as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
As of the beginning of the year | $ | 247 | 410 | 382 | |||||
Increase related to acquisitions | — | — | — | ||||||
Increases for tax positions of current years | — | — | 40 | ||||||
Reductions for tax positions of prior years | — | (163 | ) | — | |||||
Foreign currency exchange adjustments | — | — | (12 | ) | |||||
As of the end of the year | $ | 247 | 247 | 410 | |||||
When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Any accrual of interest and penalties related to underpayment of income taxes on uncertain tax positions is included in Income tax expense from continuing operations in the accompanying consolidated statements of operations. As of December 31, 2013 accrued interest and penalties related to uncertain tax positions were approximately $55,000. The Company does not expect a significant change in uncertain tax positions in the next twelve months. | |||||||||
Stockbased_and_LongTerm_Compen
Stock-based and Long-Term Compensation | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Stock-based and Long-Term Compensation | ' | |||||||
Stock-based and Long-Term Compensation | ' | |||||||
(17) Stock-based and Long-Term Compensation | ||||||||
Ascent Capital Group, Inc. 2008 Incentive Plan | ||||||||
The Ascent Capital Group, Inc. 2008 Incentive Plan (the “2008 incentive plan”) was adopted by the Board of Directors of the Company on September 15, 2008. The 2008 incentive plan is designed to provide additional compensation to certain employees and independent contractors for services rendered, to encourage their investment in Ascent Capital’s capital stock and to attract persons of exceptional ability to become officers and employees. The number of individuals who receive awards under the 2008 incentive plan will vary from year to year and is not predictable. Awards may be granted as non-qualified stock options, stock appreciation rights, restricted shares, stock units, cash awards, performance awards or any combination of the foregoing (collectively, “awards”). The maximum number of shares of Ascent Capital’s common stock with respect to which awards may be granted under the 2008 incentive plan is 2,000,000, subject to anti-dilution and other adjustment provisions of the incentive plan. The base or exercise price of a stock option or stock appreciation right may not be less than fair market value on the day it is granted. | ||||||||
Ascent Capital Group, Inc. 2008 Non-Employee Director Incentive Plan | ||||||||
The Ascent Capital Group, Inc. 2008 Non-Employee Director Incentive Plan (the “2008 director incentive plan”) was adopted by the Board of Directors of the Company on September 15, 2008. The 2008 director incentive plan is designed to provide additional compensation to the non-employee Board of Director members for services rendered and to encourage their investment in Ascent Capital’s capital stock. Awards may be granted as non-qualified stock options, stock appreciation rights, restricted shares, stock units, cash awards, performance awards or any combination of the foregoing (collectively, “awards”). The maximum number of shares of Ascent Capital’s common stock with respect to which awards may be granted under the 2008 director incentive plan is 500,000, subject to anti-dilution and other adjustment provisions of the incentive plan. The base or exercise price of a stock option or stock appreciation right may not be less than fair market value on the day it is granted. | ||||||||
Stock Options | ||||||||
The Company makes awards of non-qualified stock options for Ascent Capital Series A common stock to the Company’s executives and certain employees. The exercise price is typically granted as the closing share price for Ascent Capital Series A common stock as of the grant date. The awards generally have a life of five to seven years and vest over two to four years. | ||||||||
The grant-date fair value of the Ascent Capital stock options granted to the Company’s employees was calculated using the Black-Scholes model. The weighted average assumptions used in the model are as follows (no options were granted in 2013): | ||||||||
2013 | 2012 | 2011 | ||||||
Risk-free interest rate | — | 0.66 | % | 1.56 | % | |||
Estimated life in years | — | 5.36 | 5.22 | |||||
Dividend yield | — | 0 | % | 0 | % | |||
Volatility | — | 40.16 | % | 39.81 | % | |||
The following table presents the number and weighted average exercise price (“WAEP”) of outstanding options to purchase Ascent Capital Series A common stock: | ||||||||
Series A | ||||||||
common stock | WAEP | |||||||
Outstanding at January 1, 2013 | 1,308,616 | $ | 41.55 | |||||
Granted | — | $ | — | |||||
Exercised | (3,605 | ) | $ | 48.93 | ||||
Forfeited | (16,875 | ) | $ | 49.37 | ||||
Outstanding at December 31, 2013 | 1,288,136 | $ | 41.42 | |||||
Exercisable at December 31, 2013 | 670,139 | $ | 27.39 | |||||
The intrinsic value of outstanding stock option awards and exercisable stock option awards at December 31, 2013 was $56,852,000 and $38,957,000, respectively. The weighted average remaining contractual life of both outstanding and exercisable awards at December 31, 2013 was 5.0 years and 4.6 years, respectively. | ||||||||
Restricted Stock Awards | ||||||||
The Company makes awards of restricted stock for its common stock to the Company’s executives and certain employees. Substantially all of these awards have been for its Series A common stock. The fair values for the restricted stock awards are the closing price of Ascent Capital Series A common stock on the applicable dates of grants. The awards generally vest over two to five years. | ||||||||
The following table presents the number and weighted average fair value (“WAFV”) of unvested restricted stock awards: | ||||||||
Series A | WAFV | |||||||
Restricted Stock | ||||||||
Awards | ||||||||
Outstanding at January 1, 2013 | 241,175 | $ | 52.98 | |||||
Granted (a) | 42,804 | $ | 78.95 | |||||
Vested | (42,268 | ) | $ | 79.27 | ||||
Cancelled | (5,308 | ) | $ | 45.74 | ||||
Outstanding at December 31, 2013 | 236,403 | $ | 57.32 | |||||
(a) Restricted stock awards granted include 12,739 restricted stock awards that were granted as payment of a portion of certain key executives 2013 annual performance bonus. These awards were granted and fully vested in December of 2013. | ||||||||
There were no outstanding Series B restricted stock awards as of December 31, 2013. | ||||||||
As of December 31, 2013, the total compensation cost related to unvested equity awards was approximately $19,946,000. Such amount will be recognized in the consolidated statements of operations over a period of approximately 4 years. | ||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' Equity | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
(18) Stockholders’ Equity | |||||||||||||
Preferred Stock | |||||||||||||
The Company’s preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by Ascent Capital’s Board of Directors. As of December 31, 2013, no shares of preferred stock were issued. | |||||||||||||
Common Stock | |||||||||||||
Holders of Ascent Capital Series A common stock are entitled to one vote for each share held, and holders of Ascent Capital Series B common stock are entitled to 10 votes for each share held. Holders of Ascent Capital Series C common stock are not entitled to any voting powers, except as required by Delaware law. As of December 31, 2013, 13,672,674 shares of Series A common stock were outstanding and 384,212 shares of Series B common stock were outstanding. Each share of the Series B common stock is convertible, at the option of the holder, into one share of Series A common stock. As of December 31, 2013, no shares of Ascent Capital Series C common stock were issued. | |||||||||||||
On November 14, 2013, the Company’s Board of Directors authorized the repurchase of an additional $25,000,000 of its Series A common stock (“2013 Share Repurchase Authorization”). As of December 31, 2013, no shares had been repurchased pursuant to 2013 Share Repurchase Authorization. | |||||||||||||
On October 25, 2013, the Company purchased 351,734 shares of Ascent Capital’s Series B common stock (the “Purchased Shares”) from Dr. John Malone for aggregate cash consideration of approximately $33,436,000. The Purchased Shares were cancelled and returned to the status of authorized and unissued. | |||||||||||||
On June 16, 2011, the Company’s Board of Directors authorized the repurchase of up to $25,000,000 of its Series A common stock (“2011 Share Repurchase Authorization”). During 2012, the Company repurchased 234,728 shares of its Series A common stock at an average purchase price of $54.87 per share, respectively, for a total of approximately $12,880,000 pursuant to the 2011 Share Repurchase Authorization. During 2011, the Company repurchased 269,659 shares of its Series A common stock at an average purchase price of $42.60 per share for a total of approximately $11,488,000 pursuant to the 2011 Share Repurchase Authorization. These shares were returned to authorized and unissued, reducing the number of shares outstanding. | |||||||||||||
The following table presents the activity in the Series A and Series B common stock: | |||||||||||||
Series A | Series B | ||||||||||||
common stock | common stock | ||||||||||||
Balance at December 31, 2010 | 13,553,251 | 733,599 | |||||||||||
Conversion from Series B to Series A shares | 2,734 | (2,734 | ) | ||||||||||
Issuance of restricted stock | 148,654 | 9,029 | |||||||||||
Restricted stock cancelled for tax withholding | (14,846 | ) | — | ||||||||||
Repurchase and retirement of Series A shares | (269,659 | ) | |||||||||||
Stock option exercises | 51,460 | — | |||||||||||
Balance at December 31, 2011 | 13,471,594 | 739,894 | |||||||||||
Conversion from Series B to Series A shares | 2,728 | (2,728 | ) | ||||||||||
Issuance of restricted stock | 154,556 | — | |||||||||||
Restricted stock cancelled for forfeitures and tax withholding | (21,284 | ) | — | ||||||||||
Repurchase and retirement of Series A shares | (234,728 | ) | — | ||||||||||
Stock option exercises | 16,955 | — | |||||||||||
Balance at December 31, 2012 | 13,389,821 | 737,166 | |||||||||||
Conversion from Series B to Series A shares | 1,220 | (1,220 | ) | ||||||||||
Issuance of restricted stock | 42,804 | — | |||||||||||
Restricted stock cancelled for forfeitures and tax withholding | (18,035 | ) | — | ||||||||||
Stock option exercises | 3,531 | — | |||||||||||
Stock issuance as consideration for Security Networks Acquisition | 253,333 | — | |||||||||||
Repurchases and retirement of Series B shares | — | (351,734 | ) | ||||||||||
Balance at December 31, 2013 | 13,672,674 | 384,212 | |||||||||||
As of December 31, 2013, there were 1,288,136 shares of Ascent Capital Series A common stock reserved for issuance under exercise privileges of outstanding stock options. | |||||||||||||
Other Comprehensive Income (Loss) | |||||||||||||
Accumulated other comprehensive loss included in the consolidated balance sheets and consolidated statement of stockholders’ equity reflect the aggregate of foreign currency translation adjustments and pension adjustments. | |||||||||||||
The change in the components of accumulated other comprehensive income (loss), net of taxes, is summarized as follows (amounts in thousands): | |||||||||||||
Foreign | Unrealized | Unrealized | Pension | Accumulated | |||||||||
Currency | Holding | Gains and | Adjustments (d) | Other | |||||||||
Translation | Gains and Losses, | Losses on | Comprehensive | ||||||||||
Adjustments (a) | net (b) | Derivative | Income (Loss) | ||||||||||
Instruments, | |||||||||||||
net (c) | |||||||||||||
Balance at December 31, 2010 | $ | 2,740 | — | — | (5,553 | ) | (2,813 | ) | |||||
Gain (loss) through Accumulated other comprehensive loss | (2,950 | ) | 124 | — | 275 | (2,551 | ) | ||||||
Reclassifications of loss (gains) into net income | — | — | — | 588 | 588 | ||||||||
Balance at December 31, 2011 | (210 | ) | 124 | — | (4,690 | ) | (4,776 | ) | |||||
Gain (loss) through Accumulated other comprehensive loss | 256 | 2,543 | (15,715 | ) | 139 | (12,777 | ) | ||||||
Reclassifications of loss (gains) into net income | — | — | 3,472 | 4,551 | 8,023 | ||||||||
Balance at December 31, 2012 | 46 | 2,667 | (12,243 | ) | — | (9,530 | ) | ||||||
Gain (loss) through Accumulated other comprehensive loss | 121 | (1,446 | ) | 7,014 | — | 5,689 | |||||||
Reclassifications of loss (gains) into net income | — | 277 | 5,303 | — | 5,580 | ||||||||
Balance at December 31, 2013 | $ | 167 | 1,498 | 74 | — | 1,739 | |||||||
(a) No income taxes were recorded on foreign currency translation amounts for 2013, 2012 and 2011 because the Company is subject to a full valuation allowance. | |||||||||||||
(b) No income taxes were recorded on the December 31, 2013, 2012 and 2011 unrealized holding gains because the Company is subject to a full valuation allowance. Amounts reclassified into net income are included in Other income, net on the consolidated statement of operations. See note 7, Investments in Marketable Securities, for further information. | |||||||||||||
(c) No income taxes were recorded unrealized loss on derivative instrument amounts for 2013 and 2012 because the Company is subject to a full valuation allowance. Amounts reclassified into net income are included in Interest expense on the consolidated statement of operations. See note 13, Derivatives, for further information. | |||||||||||||
(d) No income taxes were recorded on the pension adjustment for 2012 and 2011 because the Company is subject to a full valuation allowance. For the year ended December 31, 2012, $231,000 of the amounts reclassified into net income is included in Selling, general, and administrative expense on the condensed consolidated statement of operations. The remaining $4,320,000 is included in Loss on pension plan settlements on the condensed consolidated statement of operations. For the year ended December 31, 2011, amounts reclassified into net income are included in Selling, general, and administrative expense on the condensed consolidated statement of operations. See note 19, Employee Benefit Plans, for further information. | |||||||||||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Employee Benefit Plans | ' | ||||||||
Employee Benefit Plans | ' | ||||||||
(19) Employee Benefit Plans | |||||||||
Defined Contribution Plan | |||||||||
The Company offers a 401(k) defined contribution plan covering most of its full-time domestic employees. The plan is funded by employee and employer contributions. Total 401(k) plan expense for the years ended December 31, 2013, 2012 and 2011 was $125,000, $113,000 and $128,000, respectively. | |||||||||
Defined Benefit Plans | |||||||||
The Company had two defined benefit plans in the United Kingdom. Participation in the defined benefit plans was limited with approximately 121 participants, including retired employees. The plans were closed to new participants. On September 3, 2012 (the “Settlement Date”), the Company completed the settlement of its outstanding liabilities under the defined benefit plans by means of a buy-out policy. The Company measured the plans on the Settlement Date to calculate the settlement loss. | |||||||||
The settlement was funded by the plan assets and restricted cash held in an escrow. The Company recognized a settlement loss of $6,571,000 in the consolidated statement of operations for the year ended December 31, 2012. The settlement loss was primarily the result of the reclassification of $4,320,000 of deferred pension costs included in Accumulated other comprehensive loss as of the Settlement Date into earnings. | |||||||||
The obligations and funded status of the defined benefit plans for year ended December 31, 2012 is as follows (amounts in thousands): | |||||||||
Year Ended | |||||||||
December 31, 2012 | |||||||||
Change in Benefit Obligation: | |||||||||
Benefit Obligation — beginning of period | $ | 14,762 | |||||||
Service cost | — | ||||||||
Interest cost | 296 | ||||||||
Actuarial loss | 69 | ||||||||
Settlements | (15,226 | ) | |||||||
Benefits paid | (293 | ) | |||||||
Member contributions | — | ||||||||
Foreign currency exchange rate changes | 392 | ||||||||
Benefit Obligation — end of period | — | ||||||||
Change in Plan Assets: | |||||||||
Fair Value of plan assets — beginning of period | 16,242 | ||||||||
Actual return on assets | 504 | ||||||||
Settlements | (16,885 | ) | |||||||
Employer contributions | — | ||||||||
Member contributions | — | ||||||||
Benefits paid | (293 | ) | |||||||
Foreign currency exchange rate changes | 432 | ||||||||
Fair Value of plan assets — end of period | — | ||||||||
Funded (Unfunded) Status | $ | — | |||||||
The following table sets forth the average assumptions used to determine pension cost and the asset category allocations of the defined benefit plans for the year ended December 31, 2012: | |||||||||
2012 | |||||||||
Assumptions: | |||||||||
Discount rate | 3 | % | |||||||
Long-term return on plan assets | 3 | % | |||||||
Price inflation | 3.1 | % | |||||||
Asset Category Allocations: | |||||||||
Debt securities | n/a | ||||||||
Equity securities | n/a | ||||||||
Other | n/a | ||||||||
The amount of pension costs, excluding the settlement loss, recognized for the years ended December 31, 2013, 2012 and 2011 were as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Service cost | $ | — | — | — | |||||
Interest cost | — | 296 | 529 | ||||||
Expected return on plan assets | — | (332 | ) | (472 | ) | ||||
Amortization of net actuarial loss | — | 267 | 531 | ||||||
$ | — | 231 | 588 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
(20) Commitments and Contingencies | |||||
Contractual Obligations | |||||
Future minimum lease payments under scheduled operating leases, which are primarily for buildings, equipment and real estate, having initial or remaining noncancelable terms in excess of one year are as follows (in thousands): | |||||
Year ended December 31: | |||||
2014 | $ | 5,857 | |||
2015 | 4,236 | ||||
2016 | 3,351 | ||||
2017 | 204 | ||||
2018 | 152 | ||||
Thereafter | 2,941 | ||||
Sublease income | (8,347 | ) | |||
Minimum lease commitments | $ | 8,394 | |||
Rent expense for noncancelable operating leases for real property and equipment was $2,468,000, $2,051,000 and $2,261,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Various lease arrangements contain options to extend terms and are subject to escalation clauses. | |||||
Indemnifications | |||||
On September 17, 2008 (“Spin-Off Date”), Ascent Capital was spun off from DHC as effected by a distribution of Ascent Capital Series A and Series B common stock holders of DHC Series A and Series B common stock (the “Spin-Off”). In connection with the Spin-Off, Ascent Capital and DHC entered into certain agreements in order to govern certain ongoing relationships between Ascent Capital and DHC after the Spin-Off and to provide mechanisms for an orderly transition. These agreements included a tax sharing agreement. Pursuant to the tax sharing agreement with DHC, Ascent Capital is responsible for all taxes attributable to it or any of its subsidiaries, whether accruing before, on or after the Spin-Off Date. The Company is responsible for and indemnifies DHC with respect to (i) certain taxes attributable to DHC or any of its subsidiaries (other than Discovery Communications, LLC) and (ii) all taxes arising as a result of the Spin-Off. The indemnification obligations under the tax sharing agreement are not limited in amount or subject to any cap. Also, pursuant to the reorganization agreement it entered into with DHC in connection with the Spin-Off, the Company assumed certain indemnification obligations designed to make it financially responsible for substantially all non-tax liabilities that may exist relating to the business of AMG, whether incurred prior to or after the Spin-Off, as well as certain obligations of DHC. The Company does not expect to incur any material obligations under such indemnification provisions. | |||||
The purchase and sale agreement with Deluxe, relating to the disposition of the Creative/Media business, contains customary indemnification obligations of each party with respect to breaches of representations, warranties and covenants and certain other specified matters, including any amounts that may become due with respect to certain pre-closing obligations of the Company relating to the Creative/Media business for which the Company has agreed to indemnify the buyer. Indemnification obligations with respect to losses resulting from breaches of any representations or warranties are generally subject to a deductible basket of $1,000,000 and a cap of $10,500,000, subject to specified exceptions. Pursuant to the agreement, the Company had deposited $7,000,000 in escrow to satisfy potential indemnification claims under the agreement. These funds were released to the Company on December 31, 2012. The Company does not expect to incur any material obligations under such indemnification provisions. | |||||
The purchase and sale agreement with Encompass, dated December 2, 2010, relating to the disposition of the Content Distribution business contains customary indemnification obligations of each party with respect to breaches of representations, warranties and covenants and certain other specified matters, including any amounts that may become due with respect to certain pre-closing obligations of the Company relating to the Content Distribution business for which the Company has agreed to indemnify the buyer. Indemnification obligations with respect to losses resulting from breaches of any representations or warranties are generally subject to a deductible basket of approximately $1,600,000 and a cap of approximately $19,400,000, subject to specified exceptions. The Company does not expect to incur any material obligations under such indemnification provisions. | |||||
Legal | |||||
The Company is involved in litigation and similar claims incidental to the conduct of its business, including from time to time, contractual disputes, claims related to alleged security system failures and claims related to alleged violations of the U.S. Telephone Consumer Protection Act. Matters that are probable of unfavorable outcome to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, management’s estimate of the outcomes of such matters | |||||
and experience in contesting, litigating and settling similar matters. In management’s opinion, none of the pending actions is likely to have a material adverse impact on the Company’s financial position or results of operations. The Company accrues and expenses legal fees related to loss contingency matters as incurred. | |||||
Based on events occurring in the State of Georgia in 2006, a monitoring service subscriber filed suit against the Company and Tel-Star Alarms, Inc., a Monitronics authorized dealer, alleging negligence. On November 16, 2011, a Georgia trial court awarded the plaintiff $8,600,000, of which $6,000,000 was covered by the Company’s general liability insurance policies. At that time, the Company funded approximately $2,640,000 into an escrow account for the excess liability above the insurance coverage. In July 2013, the trial court’s ruling was affirmed by the Georgia Court of Appeals and, in November 2013, the Georgia Supreme Court denied our appeal. Upon the denial, the funded escrow account was released to the plaintiff and the Company’s insurance provider settled the remaining liability due. | |||||
Quarterly_Financial_Informatio
Quarterly Financial Information (Unaudited) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Quarterly Financial Information (Unaudited) | ' | ||||||||||
Quarterly Financial Information (Unaudited) | ' | ||||||||||
(21) Quarterly Financial Information (Unaudited) | |||||||||||
1st | 2nd | 3rd | 4th | ||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||
Amounts in thousands, | |||||||||||
except per share amounts | |||||||||||
2013:00:00 | |||||||||||
Revenue | $ | 100,158 | 102,273 | 115,844 | 132,758 | ||||||
Operating income | $ | 22,381 | 19,096 | 13,383 | 16,696 | ||||||
Net income (loss) | $ | 2,760 | 65 | (12,561 | ) | (12,671 | ) | ||||
Basic net income (loss) per common share | $ | 0.2 | 0.01 | (0.90 | ) | (0.92 | ) | ||||
Diluted net (income) loss per common share | $ | 0.19 | 0 | (0.90 | ) | (0.92 | ) | ||||
2012:00:00 | |||||||||||
Revenue | $ | 81,881 | 83,315 | 84,667 | 95,090 | ||||||
Operating income | $ | 13,765 | 12,425 | 4,045 | 19,407 | ||||||
Net income (loss) | $ | (5,214 | ) | (7,193 | ) | (15,607 | ) | (1,335 | ) | ||
Basic and diluted net income (loss) per common share | $ | (0.37 | ) | (0.51 | ) | (1.11 | ) | (0.10 | ) | ||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||
Consolidation Principles | ' | ||||||||||
Consolidation Principles | |||||||||||
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||
Cash and Cash Equivalents | ' | ||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers investments with original purchased maturities of three months or less to be cash equivalents. | |||||||||||
Restricted Cash | ' | ||||||||||
Restricted Cash | |||||||||||
Restricted cash is cash that is restricted for a specific purpose and cannot be included in the cash and cash equivalents account. | |||||||||||
Trade Receivables | ' | ||||||||||
Trade Receivables | |||||||||||
Trade receivables consist primarily of amounts due from customers for recurring monthly monitoring services over a wide geographical base. Monitronics performs extensive credit evaluations on the portfolios of subscriber accounts prior to acquisition and requires no collateral on the accounts that are acquired. Monitronics has established an allowance for doubtful accounts for estimated losses resulting from the inability of subscribers to make required payments. Factors such as historical-loss experience, recoveries and economic conditions are considered in determining the sufficiency of the allowance to cover potential losses. The allowance for doubtful accounts as of December 31, 2013 and 2012 was $1,937,000 and $1,436,000, respectively. | |||||||||||
A summary of activity in the allowance for doubtful accounts is as follows (amounts in thousands): | |||||||||||
Balance | Charged | Write-Offs | Balance | ||||||||
Beginning | to Expense | and Other | End of | ||||||||
of Year | Year | ||||||||||
2013 | $ | 1,436 | 7,342 | (6,841 | ) | 1,937 | |||||
2012 | $ | 1,815 | 5,860 | (6,239 | ) | 1,436 | |||||
2011 | $ | 250 | 5,484 | (3,919 | ) | 1,815 | |||||
Concentration of Credit Risk | ' | ||||||||||
Concentration of Credit Risk | |||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable. Monitronics performs extensive credit evaluations on the portfolios of subscriber accounts prior to acquisition and requires no collateral on the subscriber accounts that are acquired. Concentrations of credit risk with respect to trade accounts receivable are generally limited due to the large number of subscribers comprising Monitronics’ customer base. | |||||||||||
Fair Value of Financial Instruments | ' | ||||||||||
Fair Value of Financial Instruments | |||||||||||
Fair values of cash equivalents, current accounts receivable and current accounts payable approximate the carrying amounts because of their short-term nature. For information related to the fair value of the Company’s convertible senior notes, see note 12 below. The Company’s other debt instruments are recorded at amortized cost on the consolidated balance sheet. See note 14, Fair Value Measurements, for further fair value information around the Company’s debt instruments. | |||||||||||
Investments | ' | ||||||||||
Investments | |||||||||||
All investments in marketable securities held by the Company are classified as available-for-sale (“AFS”) and are carried at fair value generally based on quoted market prices. The Company records unrealized changes in the fair value of AFS securities in Accumulated other comprehensive loss on the consolidated balance sheets. When these investments are sold, the gain or loss realized on the sale is recorded in Other income, net in the consolidated statements of operations. | |||||||||||
Property and Equipment | ' | ||||||||||
Property and Equipment | |||||||||||
Property and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the underlying lease. Estimated useful lives by class of asset are as follows: | |||||||||||
Buildings | 20 years | ||||||||||
Leasehold improvements | 15 years or lease term, if shorter | ||||||||||
Machinery and equipment | 5 - 7 years | ||||||||||
Computer systems and software (included in Machinery and Equipment in note 9) | 3 - 5 years | ||||||||||
Management reviews the realizability of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the value and future benefits of long-term assets, their carrying value is compared to management’s best estimate of undiscounted future cash flows over the remaining economic life. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the estimated fair value of the assets. If necessary, the Company would use both the income approach and market approach to estimate fair value. | |||||||||||
Subscriber Accounts | ' | ||||||||||
Subscriber Accounts | |||||||||||
Subscriber accounts relate to the cost of acquiring monitoring service contracts from independent dealers. The subscriber accounts acquired in the Monitronics and the Security Networks acquisitions were recorded at fair value under the acquisition method of accounting. All other acquired subscriber accounts are recorded at cost. All direct external costs associated with the creation of subscriber accounts are capitalized. Internal costs, including all personnel and related support costs, incurred solely in connection with subscriber account acquisitions and transitions are expensed as incurred. | |||||||||||
The costs of subscriber accounts acquired in the Monitronics and the Security Networks Acquisition, as well as certain accounts acquired in bulk purchases, are amortized using the 14-year 235% declining balance method. The costs of all other subscriber accounts are amortized using the 15-year 220% declining balance method, beginning in the month following the date of acquisition. The amortization methods were selected to provide an approximate matching of the amortization of the subscriber accounts intangible asset to estimated future subscriber revenues based on the projected lives of individual subscriber contracts. Amortization of subscriber accounts was $195,010,000, $153,388,000 and $149,539,000 for the fiscal years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||
Based on subscriber accounts held at December 31, 2013, estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): | |||||||||||
2014 | $ | 216,709 | |||||||||
2015 | 181,689 | ||||||||||
2016 | 152,377 | ||||||||||
2017 | 127,808 | ||||||||||
2018 | 107,192 | ||||||||||
The Company reviews the subscriber accounts for impairment or a change in amortization method and period whenever events or changes indicate that the carrying amount of the asset may not be recoverable or the life should be shortened. For purposes of recognition and measurement of an impairment loss, the Company views subscriber accounts as a single pool because of the assets’ homogeneous characteristics, and the pool of subscriber accounts is the lowest level for which identifiable cash flows are largely independent of the cash flows of the other assets and liabilities. | |||||||||||
Dealer Network and Other Intangible Assets | ' | ||||||||||
Dealer Network and Other Intangible Assets | |||||||||||
Dealer network is an intangible asset that relates to the dealer relationships that were acquired as part of the Monitronics Acquisition and the Security Networks Acquisition. Other intangible assets consist of non-compete agreements signed by the seller of Security Networks and certain key Security Networks executives. These intangible assets will be amortized on a straight-line basis over their estimated useful lives of five years. Amortization of dealer network and other intangible assets was $13,717,000, $10,080,000 and $10,080,000 for the fiscal years ended December 31, 2013, 2012 and 2010, respectively. | |||||||||||
The Company reviews the dealer network and other intangible assets for impairment or a change in amortization period whenever events or changes indicate that the carrying amount of the assets may not be recoverable or the lives should be shortened. | |||||||||||
Goodwill | ' | ||||||||||
Goodwill | |||||||||||
The Company accounts for its goodwill pursuant to the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other (“FASB ASC Topic 350”). In accordance with FASB ASC Topic 350, goodwill is not amortized, but rather tested for impairment at least annually. | |||||||||||
The Company assesses the recoverability of the carrying value of goodwill during the fourth quarter of its fiscal year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. Recoverability is measured at the reporting unit level based on the provisions of FASB ASC Topic 350. | |||||||||||
To the extent necessary, recoverability of goodwill at a reporting unit level is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved, which is classified as a Level 3 measurement under FASB ASC Topic 820, Fair Value Measurements and Disclosures. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. If the calculated fair value is less than the current carrying value, impairment of the reporting unit may exist. When the recoverability test indicates potential impairment, the Company will calculate an implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in a manner similar to how goodwill is calculated in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recorded to write down the carrying value. An impairment loss cannot exceed the carrying value of goodwill assigned to the reporting unit but may indicate certain long-lived and amortizable intangible assets associated with the reporting unit may require additional impairment testing. | |||||||||||
Deferred Financing Costs | ' | ||||||||||
Deferred Financing Costs | |||||||||||
Deferred financing costs are capitalized when the related debt is issued or when revolving credit lines increase the borrowing capacity of the Company. Deferred financing costs are amortized over the term of the related debt using the effective interest method. | |||||||||||
Holdback Liability | ' | ||||||||||
Holdback Liability | |||||||||||
The Company typically withholds payment of a designated percentage of the acquisition cost when it acquires subscriber accounts from dealers. The withheld funds are recorded as a liability until the guarantee period provided by the dealer has expired. The holdback is used as a reserve to cover any terminated subscriber accounts that are not replaced by the dealer during the guarantee period. At the end of the guarantee period, the dealer is responsible for any deficit or is paid the balance of the holdback. | |||||||||||
Derivative Financial Instruments | ' | ||||||||||
Derivative Financial Instruments | |||||||||||
The Company uses derivative financial instruments to manage exposure to movement in interest rates. The use of these financial instruments modifies the exposure of these risks with the intention of reducing the risk or cost. The Company does not use derivatives for speculative or trading purposes. The Company recognizes the fair value of all derivative instruments as either assets or liabilities at fair value on the consolidated balance sheets. Fair value is based on market quotes for similar instruments with the same duration. For derivative instruments that qualify for hedge accounting under the provisions of FASB ASC Topic 815, Derivatives and Hedging, unrealized gains and losses on the derivative instruments are reported in Accumulated other comprehensive income (loss), to the extent the hedges are effective, until the underlying transactions are recognized in earnings. Derivative instruments that do not qualify for hedge accounting are marked to market at the end of each accounting period with the change in fair value recorded in earnings. | |||||||||||
Foreign Currency Translation | ' | ||||||||||
Foreign Currency Translation | |||||||||||
The functional currencies of the Company’s foreign subsidiaries are their respective local currencies. Assets and liabilities of foreign operations are translated into U.S. dollars using exchange rates on the balance sheet date, and revenue and expenses are translated into U.S. dollars using average exchange rates for the period. The effects of the foreign currency translation adjustments are deferred and are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). | |||||||||||
Revenue Recognition | ' | ||||||||||
Revenue Recognition | |||||||||||
Revenue is generated from security alarm monitoring and related services provided by Monitronics and its subsidiaries. Revenue related to alarm monitoring services is recognized ratably over the life of the contract. Revenue related to maintenance and other services is recognized as the services are rendered. Deferred revenue includes payments for monitoring services to be provided in future periods. | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | |||||||||||
The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“FASB ASC Topic 740”), which prescribes an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than proposed changes in the tax law or rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||||
FASB ASC Topic 740 specifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In instances where the Company has taken or expects to take a tax position in its tax return and the Company believes it is more likely than not that such tax position will be upheld by the relevant taxing authority, the Company records the benefits of such tax position in its consolidated financial statements. | |||||||||||
Stock-Based Compensation | ' | ||||||||||
Stock-Based Compensation | |||||||||||
The Company accounts for stock-based awards pursuant to FASB ASC Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), which requires companies to measure the cost of employee services received in exchange for an award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the award, and to recognize that cost over the period during which the employee is required to provide service (usually the vesting period of the award). | |||||||||||
The grant-date fair value of the Ascent Capital stock options granted to the Company’s employees was calculated using the Black-Scholes model. The expected term of the awards was calculated using the simplified method included in FASB ASC Topic 718. The volatility used in the calculation is based on the historical volatility of peer companies and the risk-free rate is based on Treasury Bonds with a term similar to that of the subject options. A dividend rate of zero was utilized for all granted stock options. | |||||||||||
Basic and Diluted Earnings (Loss) Per Common Share - Series A and Series B | ' | ||||||||||
Basic and Diluted Earnings (Loss) Per Common Share — Series A and Series B | |||||||||||
Basic earnings (loss) per common share (“EPS”) is computed by dividing net income (loss) by the weighted average number of Series A and Series B common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the sum of the weighted average number of Series A and Series B common shares outstanding and the effect of dilutive securities, including the Company’s outstanding stock options, unvested restricted stock, convertible notes and warrant transactions using the treasury stock method. | |||||||||||
For the years ended December 31, 2013, 2012 and 2011, diluted EPS is computed the same as basic EPS since the Company recorded a loss from continuing operations, which would make potentially dilutive securities antidilutive. Diluted shares outstanding excluded 1,524,539 stock options and unvested restricted shares for the year ended December 31, 2013 because their inclusion would have been anti-dilutive. Diluted shares outstanding excluded 1,170,425 stock options, unvested restricted shares and rights to acquire restricted shares for the year ended December 31, 2012 because their inclusion would have been anti-dilutive. Diluted shares outstanding excluded 717,354 stock options and unvested restricted shares for the year ended December 31, 2011, because their inclusion would have been anti-dilutive. | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Weighted average Series A and Series B shares | 13,926,832 | 14,026,102 | 14,195,834 | ||||||||
Estimates | ' | ||||||||||
Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses for each reporting period. The significant estimates made in preparation of the Company’s consolidated financial statements primarily relate to valuation of goodwill, other intangible assets, long-lived assets, deferred tax assets, convertible debt arrangements, derivative financial instruments, and the amount of the allowance for doubtful accounts. These estimates are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts them when facts and circumstances change. As the effects of future events cannot be determined with any certainty, actual results could differ from the estimates upon which the carrying values were based. | |||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||
Schedule of activity in the allowance for doubtful accounts | ' | ||||||||||
A summary of activity in the allowance for doubtful accounts is as follows (amounts in thousands): | |||||||||||
Balance | Charged | Write-Offs | Balance | ||||||||
Beginning | to Expense | and Other | End of | ||||||||
of Year | Year | ||||||||||
2013 | $ | 1,436 | 7,342 | (6,841 | ) | 1,937 | |||||
2012 | $ | 1,815 | 5,860 | (6,239 | ) | 1,436 | |||||
2011 | $ | 250 | 5,484 | (3,919 | ) | 1,815 | |||||
Schedule of estimated useful lives by class of asset | ' | ||||||||||
Buildings | 20 years | ||||||||||
Leasehold improvements | 15 years or lease term, if shorter | ||||||||||
Machinery and equipment | 5 - 7 years | ||||||||||
Computer systems and software (included in Machinery and Equipment in note 9) | 3 - 5 years | ||||||||||
Schedule of estimated amortization of subscriber accounts | ' | ||||||||||
Based on subscriber accounts held at December 31, 2013, estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): | |||||||||||
2014 | $ | 216,709 | |||||||||
2015 | 181,689 | ||||||||||
2016 | 152,377 | ||||||||||
2017 | 127,808 | ||||||||||
2018 | 107,192 | ||||||||||
Schedule of weighted average number of shares used in calculation of basic and diluted earnings (loss) per common share | ' | ||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Weighted average Series A and Series B shares | 13,926,832 | 14,026,102 | 14,195,834 | ||||||||
Correction_of_Immaterial_Error1
Correction of Immaterial Error (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Correction of Immaterial Error | ' | ||||||
Schedule of effect of recording the immaterial correction in the consolidated financial statements | ' | ||||||
The effect of recording the immaterial correction in the consolidated financial statements as of December 31, 2012 and 2011 is as follows (amounts in thousands, except per share amounts): | |||||||
For the year ended December 31, 2012 | |||||||
As Reported | As Revised | ||||||
Deferred income taxes, net | $ | 3,780 | 3,807 | ||||
Total current assets | 261,646 | 261,673 | |||||
Goodwill | 349,227 | 350,213 | |||||
Total assets | 1,707,880 | 1,708,893 | |||||
Other accrued liabilities | 29,313 | 31,650 | |||||
Total current liabilities | 69,813 | 72,150 | |||||
Other liabilities (non-current) | 5,990 | 6,161 | |||||
Total liabilities | 1,197,782 | 1,200,290 | |||||
Accumulated deficit | (934,213 | ) | (935,708 | ) | |||
Total stockholders’ equity | 510,098 | 508,603 | |||||
Total liabilities and stockholders’ equity | 1,707,880 | 1,708,893 | |||||
Cost of services | 49,791 | 49,978 | |||||
Selling, general, and administrative, including stock-based and long-term compensation | 73,389 | 73,868 | |||||
Operating income | 50,308 | 49,642 | |||||
Interest expense | 71,390 | 71,467 | |||||
Loss from continuing operations before income taxes | (21,664 | ) | (22,407 | ) | |||
Income tax expense from continuing operations | 2,591 | 2,594 | |||||
Net loss from continuing operations | (24,255 | ) | (25,001 | ) | |||
Net loss | (28,603 | ) | (29,349 | ) | |||
Comprehensive loss | (33,357 | ) | (34,103 | ) | |||
Basic and diluted loss per share: | |||||||
Continuing operations | $ | (1.73 | ) | (1.78 | ) | ||
Net loss | (2.04 | ) | (2.09 | ) | |||
For the year ended December 31, 2011 | |||||||
As Reported | As Revised | ||||||
Accumulated deficit | $ | (905,610 | ) | (906,359 | ) | ||
Total stockholders’ equity | 551,427 | 550,678 | |||||
Cost of services | 40,553 | 40,699 | |||||
Selling, general, and administrative, including stock-based and long-term compensation | 76,845 | 77,364 | |||||
Operating income | 23,006 | 22,341 | |||||
Interest expense | 42,813 | 42,856 | |||||
Loss from continuing operations before income taxes | (25,695 | ) | (26,403 | ) | |||
Income tax expense from continuing operations | 2,457 | 2,498 | |||||
Net loss from continuing operations | (28,152 | ) | (28,901 | ) | |||
Net income | 20,637 | 19,888 | |||||
Comprehensive income | 18,674 | 17,925 | |||||
Basic and diluted earnings (loss) per share: | |||||||
Continuing operations | $ | (1.98 | ) | (2.03 | ) | ||
Net income | 1.45 | 1.4 | |||||
Security_Networks_Acquisition_
Security Networks Acquisition (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Security Networks Acquisition | ' | ||||||
Schedule of purchase price allocation | ' | ||||||
Under the acquisition method of accounting, the Security Networks Purchase Price has been allocated to Security Networks’ tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary estimates of fair value as follows (amounts in thousands): | |||||||
Cash | $ | 3,096 | |||||
Trade receivables | 1,305 | ||||||
Other current assets | 1,677 | ||||||
Property and equipment | 1,404 | ||||||
Subscriber accounts | 307,800 | ||||||
Dealer network and other intangible assets | 48,500 | ||||||
Goodwill | 176,300 | ||||||
Holdback liability, current and non-current | (9,620 | ) | |||||
Deferred income tax liabilities | (4,108 | ) | |||||
Other current and non-current liabilities | (25,797 | ) | |||||
Fair value of consideration | $ | 500,557 | |||||
Schedule of unaudited pro forma information | ' | ||||||
Year ended December 31, | |||||||
2013 | 2012 | ||||||
(amounts in thousands, except | |||||||
per share amounts) | |||||||
As reported: | |||||||
Net revenue | $ | 451,033 | (a) | 344,943 | |||
Net loss from continuing operations | (22,536 | ) | (25,001 | ) | |||
Basic and diluted net loss from continuing operations per share | (1.62 | ) | (1.78 | ) | |||
Supplemental pro-forma: | |||||||
Net revenue | $ | 515,792 | 420,716 | (b) | |||
Net loss from continuing operations (c) | (36,303 | ) | (79,449 | ) | |||
Basic and diluted net loss from continuing operations per share | (2.58 | ) | (5.56 | ) | |||
(a) As reported net revenue year ended December 31, 2013 reflects the negative impact of a $2,715,000 fair value adjustment that reduced deferred revenue acquired in the Security Networks Acquisition. | |||||||
(b) Pro-forma net revenue for the year ended December 31, 2012 reflects the negative impact of a $2,715,000 fair value adjustment that would have reduced deferred revenue acquired in the Security Networks Acquisition. | |||||||
(c) The pro-forma net loss from continuing operations amounts for the year ended December 31, 2013 include non-recurring acquisition costs incurred by Monitronics of $2,470,000. | |||||||
Dispositions_Tables
Dispositions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Dispositions | ' | ||||||||
Schedule of results of discontinued operations that are included in earnings (loss) from discontinued operations in the condensed consolidated statements of operations | ' | ||||||||
The following table presents the results of operations of the discontinued operations that are included in Income (loss) from discontinued operations, net of income tax (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Revenue | $ | — | — | 24,183 | |||||
Income (loss) before income taxes (a) | $ | 169 | (3,742 | ) | 48,836 | ||||
(a) The 2011 amount includes a gain on the sale of the Content Distribution business of approximately $66,136,000 and a charge of $1,119,000 related to the shutdown of the Systems Integration business. | |||||||||
Investments_in_Marketable_Secu1
Investments in Marketable Securities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Investments in Marketable Securities | ' | ||||||
Schedule of activity of investments classified as available-for-sale securities | ' | ||||||
The following table presents the activity of these investments, which were classified as available-for-sale securities (amounts in thousands): | |||||||
Year ended December 31, | |||||||
2013 | 2012 | ||||||
Beginning Balance | $ | 142,587 | 40,377 | ||||
Purchases | 21,770 | 99,667 | |||||
Sales at cost basis (a) | (33,692 | ) | — | ||||
Realized and unrealized gains (losses), net | (1,169 | ) | 2,543 | ||||
Ending Balance | $ | 129,496 | 142,587 | ||||
(a) For the year ended December 31, 2013, total proceeds from the sales of marketable securities were $33,415,000, resulting in a pre-tax loss of $277,000. | |||||||
Schedule of net after-tax unrealized and realized gains and losses on the investment in marketable securities that were recorded in Accumulated other comprehensive income loss | ' | ||||||
The following table presents the net after-tax unrealized and realized gains on the investment in marketable securities that were recorded into Accumulated other comprehensive loss on the consolidated balance sheet and in Other comprehensive income (loss) on the consolidated statements of operations and comprehensive income (loss) (amounts in thousands): | |||||||
Year ended December 31, | |||||||
2013 | 2012 | ||||||
Accumulated other comprehensive income (loss) | |||||||
Beginning Balance | $ | 2,667 | 124 | ||||
Unrealized gains (losses), net of income tax of $0 | (1,446 | ) | 2,543 | ||||
Realized loss, net recognized into earnings, net of income tax of $0 (a) | 277 | — | |||||
Ending Balance | $ | 1,498 | 2,667 | ||||
(a) The realized loss, net on the sale of marketable securities for the year ended December 31, 2013 is included in Other income, net on the consolidated statements of operations and comprehensive income (loss). | |||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Property and Equipment | ' | ||||||
Schedule of property and equipment | ' | ||||||
Property and equipment consist of the following (amounts in thousands): | |||||||
As of December 31, | |||||||
2013 | 2012 | ||||||
Property and equipment, net: | |||||||
Land | $ | 21,644 | 23,170 | ||||
Buildings and leasehold improvements | 31,423 | 35,206 | |||||
Machinery and equipment | 38,989 | 28,685 | |||||
92,056 | 87,061 | ||||||
Accumulated depreciation | (35,528 | ) | (30,570 | ) | |||
$ | 56,528 | 56,491 | |||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Goodwill. | ' | ||||
Schedule of activity and balances of goodwill | ' | ||||
The following table provides the activity and balances of goodwill (amounts in thousands): | |||||
Balance at December 31, 2011 | $ | 350,213 | |||
Period activity | — | ||||
Balance at December 31, 2012 | 350, 213 | ||||
Security Networks Acquisition | 176,300 | ||||
Balance at December 31, 2013 | $ | 526,513 | |||
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Other Accrued Liabilities | ' | ||||||
Schedule of other accrued liabilities | ' | ||||||
Other accrued liabilities consisted of the following (amounts in thousands): | |||||||
As of December 31, | |||||||
2013 | 2012 | ||||||
Interest payable | $ | 15,455 | 9,624 | ||||
Income taxes payable | 2,744 | 2,388 | |||||
Legal accrual | 1,378 | 9,785 | |||||
Other | 14,854 | 9,853 | |||||
Total other accrued liabilities | $ | 34,431 | 31,650 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) (Monitronics) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Monitronics | ' | |||||||
Long-term debt instruments | ' | |||||||
Schedule of long-term debt | ' | |||||||
Long-term debt consisted of the following (amounts in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | $ | 74,189 | $ | — | ||||
Monitronics 9.125% Senior Notes due April 1, 2020 | 585,282 | 410,000 | ||||||
Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% (a) | 902,293 | 685,583 | ||||||
Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% (a) | 19,500 | 12,800 | ||||||
1,581,264 | 1,108,383 | |||||||
Less current portion of long-term debt | (9,166 | ) | (6,950 | ) | ||||
Long-term debt | $ | 1,572,098 | $ | 1,101,433 | ||||
(a) The interest rate on the term loan and the revolving credit facility was LIBOR plus 4.25%, subject to a LIBOR floor of 1.25%, until March 25, 2013. | ||||||||
Schedule of Convertible Notes presented on the consolidated balance sheet | ' | |||||||
The Convertible Notes are presented on the consolidated balance sheet as follows (amounts in thousands): | ||||||||
As of | ||||||||
December 31, | ||||||||
2013 | ||||||||
Principal | $ | 103,500 | ||||||
Unamortized discount | (29,311 | ) | ||||||
Carrying value | $ | 74,189 | ||||||
Schedule of refinancing costs, reflected in the consolidated statement of operations and comprehensive income (loss) as a component of Other income (expense) | ' | |||||||
The components of the Refinancing expense, reflected in the consolidated statement of operations and comprehensive income (loss) as a component of Other income (expense) for the year ended December 31, 2012, are as follows (amounts in thousands): | ||||||||
For the year ended | ||||||||
December 31, 2012 | ||||||||
Accelerated amortization of deferred financing costs | $ | 389 | ||||||
Accelerated amortization of securitization debt discount | 6,679 | |||||||
Other refinancing costs | 7,628 | |||||||
Gain on early termination of derivative instruments | (8,451 | ) | ||||||
Total refinancing expense | $ | 6,245 | ||||||
Schedule of maturities of long-term debt including short term borrowings | ' | |||||||
Principal payments scheduled to be made on the Company’s debt obligations are as follows (amounts in thousands): | ||||||||
2014 | $ | 9,166 | ||||||
2015 | 9,166 | |||||||
2016 | 9,166 | |||||||
2017 | 28,666 | |||||||
2018 | 870,802 | |||||||
2019 | — | |||||||
Thereafter | 688,500 | |||||||
Total principal payments | 1,615,466 | |||||||
Less: | ||||||||
Unamortized discount and premiums, net | 34,202 | |||||||
Total debt on consolidated balance sheet | $ | 1,581,264 |
Derivatives_Tables
Derivatives (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivatives | ' | ||||||||
Schedule of Swaps' outstanding notional balance and terms | ' | ||||||||
Notional | Effective Date | Fixed | Variable Rate Received | ||||||
Rate Paid | |||||||||
$ | 540,375,000 | March 28, 2013 | 1.884 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | ||||
143,187,500 | March 28, 2013 | 1.384 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | |||||
111,934,673 | September 30, 2013 | 1.959 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor | |||||
111,934,673 | September 30, 2013 | 1.85 | % | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor | |||||
(a) On March 25, 2013, Monitronics negotiated amendments to the terms of these interest rate swap agreements to coincide with the Repricing (the “Amended Swaps”). The Amended Swaps are held with the same counterparties as the Existing Swap Agreements. Upon entering into the Amended Swaps, Monitronics simultaneously dedesignated the Existing Swap Agreements and redesignated the Amended Swaps as cash flow hedges for the underlying change in the swap terms. The amounts previously recognized in Accumulated other comprehensive loss relating to the dedesignation will be recognized in Interest expense over the remaining life of the Amended Swaps. | |||||||||
Schedule of impact of the derivatives designated as cash flow hedges on the condensed consolidated financial statements | ' | ||||||||
The impact of the derivatives designated as cash flow hedges on the consolidated financial statements is depicted below (amounts in thousands): | |||||||||
For the year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Effective portion of gain (loss) recognized in Accumulated other comprehensive loss | $ | 7,014 | (15,715 | ) | |||||
Effective portion of loss reclassified from Accumulated other comprehensive loss into Net income (a) | $ | (5,303 | ) | (3,472 | ) | ||||
Ineffective portion of amount of gain (loss) recognized into Net income on interest rate swaps (a) | $ | 24 | — | ||||||
(a) Amounts are included in Interest expense in the consolidated statements of operations and comprehensive income (loss). | |||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Fair Value Measurements | ' | ||||||||||
Schedule of fair value level of assets and liabilities that are measured on a recurring basis | ' | ||||||||||
The following summarizes the fair value level of assets and liabilities that are measured on a recurring basis at December 31 (amounts in thousands): | |||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||
2013 | |||||||||||
Money market funds (a) | $ | 27,710 | — | — | 27,710 | ||||||
Investments in marketable securities (b) | 124,921 | 4,575 | — | 129,496 | |||||||
Derivative financial instruments - assets | — | 2,495 | — | 2,495 | |||||||
Derivative financial instruments - liabilities | — | (2,013 | ) | — | (2,013 | ) | |||||
Total | $ | 152,631 | 5,057 | — | 157,688 | ||||||
2012 | |||||||||||
Money market funds (a) | $ | 2,705 | — | — | 2,705 | ||||||
Investments in marketable securities (b) | 142,587 | — | — | 142,587 | |||||||
Derivative financial instruments - assets | — | 116 | — | 116 | |||||||
Derivative financial instruments - liabilities | — | (12,359 | ) | — | (12,359 | ) | |||||
Total | $ | 145,292 | (12,243 | ) | — | 133,049 | |||||
(a) Included in Cash and cash equivalents on the consolidated balance sheet. | |||||||||||
(b) Level 1 investments primarily consist of diversified corporate bond funds. The Level 2 security represents one investment in a corporate bond. All investments are classified as available-for-sale securities. | |||||||||||
Schedule of activity in the Level 3 balances | ' | ||||||||||
The following table presents the activity in the Level 3 balances (amounts in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | ||||||||||
Derivative financial instruments — liabilities | |||||||||||
Beginning balance | $ | — | $ | (16,959 | ) | ||||||
Unrealized gain | — | 16,959 | |||||||||
Ending balance | $ | — | $ | — | |||||||
Schedule of Carrying values and fair values of financial instruments that are not carried at fair value | ' | ||||||||||
Carrying values and fair values of financial instruments that are not carried at fair value are as follows (amounts in thousands): | |||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||
Long term debt, including current portion: | |||||||||||
Carrying value | $ | 1,581,264 | $ | 1,108,383 | |||||||
Fair value (a) | 1,667,671 | 1,130,978 | |||||||||
(a) The fair value is based on valuations from third party financial institutions and is classified as Level 2 in the hierarchy. | |||||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Restructuring Charges | ' | ||||||||||||
Schedule of activity and balances of the restructuring plans | ' | ||||||||||||
The following table provides the activity and balances of the Company’s restructuring plans (amounts in thousands): | |||||||||||||
Year ended December 31, 2013 | |||||||||||||
Opening | Additions | Deductions (b) | Other | Ending balance | |||||||||
balance | |||||||||||||
2013 Restructuring Plan | |||||||||||||
Severance and retention | $ | — | 1,111 | (33 | ) | 492 | (a) | 1,570 | |||||
2008 Restructuring Plan | |||||||||||||
Excess facility costs | $ | 141 | — | — | — | 141 | |||||||
Year ended December 31, 2012 | |||||||||||||
Opening | Additions | Deductions (b) | Other | Ending balance | |||||||||
balance | |||||||||||||
2010 Restructuring Plan | |||||||||||||
Severance and retention | $ | 1,886 | — | (1,886 | ) | — | — | ||||||
2008 Restructuring Plan | |||||||||||||
Excess facility costs | $ | 236 | — | (95 | ) | — | 141 | ||||||
Year ended December 31, 2011 | |||||||||||||
Opening | Additions | Deductions (a) | Other | Ending balance | |||||||||
balance | |||||||||||||
2010 Restructuring Plan | |||||||||||||
Severance and retention | $ | 3,590 | 4,186 | (5,890 | ) | — | 1,886 | ||||||
2008 Restructuring Plan | |||||||||||||
Severance | $ | 9 | — | (9 | ) | — | — | ||||||
Excess facility costs | 211 | 72 | (47 | ) | — | 236 | |||||||
Total | $ | 220 | 72 | (56 | ) | — | 236 | ||||||
(a) Amount was recorded upon the acquisition of Security Networks. | |||||||||||||
(b) Primarily represents cash payments. | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes | ' | ||||||||
Schedule of components of pretax loss from continuing operations | ' | ||||||||
Components of pretax loss from continuing operations by jurisdiction are as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Domestic | $ | (18,625 | ) | (22,727 | ) | (21,145 | ) | ||
Foreign | 295 | 320 | (5,258 | ) | |||||
Loss from continuing operations before taxes | $ | (18,330 | ) | (22,407 | ) | (26,403 | ) | ||
Schedule of company's income tax benefit (expense) from continuing operations | ' | ||||||||
The Company’s income tax benefit (expense) from continuing operations is as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Current: | |||||||||
Federal | $ | — | 89 | 350 | |||||
State | (2,953 | ) | (2,310 | ) | (2,458 | ) | |||
Foreign | (114 | ) | 63 | — | |||||
(3,067 | ) | (2,158 | ) | (2,108 | ) | ||||
Deferred: | |||||||||
Federal | 2,407 | (405 | ) | (380 | ) | ||||
State | (3,596 | ) | (8 | ) | (10 | ) | |||
Foreign | 50 | (23 | ) | — | |||||
(1,139 | ) | (436 | ) | (390 | ) | ||||
Total income tax expense from continuing operations | $ | (4,206 | ) | (2,594 | ) | (2,498 | ) | ||
Schedule of a reconciliation of the reported amount of income tax expense from continuing operations | ' | ||||||||
Total income tax expense from continuing operations differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Computed expected tax benefit | $ | 6,416 | 7,842 | 9,241 | |||||
State and local income taxes, net of federal benefit | (4,257 | ) | (1,507 | ) | (1,604 | ) | |||
Change in valuation allowance affecting income tax expense | (3,281 | ) | (8,745 | ) | (7,698 | ) | |||
Income (expense) not resulting in tax impact | (1,539 | ) | 92 | (596 | ) | ||||
Tax amortization of indefinite-lived assets | (1,481 | ) | (431 | ) | (155 | ) | |||
Other, net | (64 | ) | 155 | (1,686 | ) | ||||
Income tax expense | $ | (4,206 | ) | (2,594 | ) | (2,498 | ) | ||
Schedule of components of deferred tax assets and liabilities | ' | ||||||||
Components of deferred tax assets and liabilities are as follows (amounts in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Current assets: | |||||||||
Accounts receivable reserves | $ | 1,224 | 675 | ||||||
Accrued liabilities | 12,099 | 9,748 | |||||||
Other | — | 592 | |||||||
Total current deferred tax assets | 13,323 | 11,015 | |||||||
Valuation allowance | (3,766 | ) | (5,337 | ) | |||||
9,557 | 5,678 | ||||||||
Noncurrent assets: | |||||||||
Net operating loss carryforwards | 133,929 | 102,234 | |||||||
Derivative financial instruments | — | 4,308 | |||||||
Other | 8,704 | 4,792 | |||||||
Total noncurrent deferred tax assets | 142,633 | 111,334 | |||||||
Valuation allowance | (37,442 | ) | (48,002 | ) | |||||
105,191 | 63,332 | ||||||||
Deferred tax assets, net | 114,748 | 69,010 | |||||||
Current liabilities: | |||||||||
Other | (2,429 | ) | (1,871 | ) | |||||
Noncurrent liabilities: | |||||||||
Intangible assets | (110,164 | ) | (70,634 | ) | |||||
Convertible notes | (10,745 | ) | — | ||||||
Property, plant and equipment | (1,050 | ) | (885 | ) | |||||
Other | (30 | ) | — | ||||||
(121,989 | ) | (71,519 | ) | ||||||
Total deferred tax liabilities | (124,418 | ) | (73,390 | ) | |||||
Net deferred tax assets (liabilities) | $ | (9,670 | ) | (4,380 | ) | ||||
Schedule of company's deferred tax assets and liabilities reported in the accompanying consolidated balance sheets | ' | ||||||||
The Company’s deferred tax assets and liabilities are reported in the accompanying consolidated balance sheets as follows (amounts in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Current deferred income tax assets, net | $ | 7,128 | 3,807 | ||||||
Long-term deferred income tax liabilities, net | (16,798 | ) | (8,187 | ) | |||||
Net deferred tax assets (liabilities) | $ | (9,670 | ) | (4,380 | ) | ||||
Schedule of a reconciliation of the beginning and ending amount of uncertain tax positions | ' | ||||||||
A reconciliation of the beginning and ending amount of uncertain tax positions, which is recorded in other long term liabilities, is as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
As of the beginning of the year | $ | 247 | 410 | 382 | |||||
Increase related to acquisitions | — | — | — | ||||||
Increases for tax positions of current years | — | — | 40 | ||||||
Reductions for tax positions of prior years | — | (163 | ) | — | |||||
Foreign currency exchange adjustments | — | — | (12 | ) | |||||
As of the end of the year | $ | 247 | 247 | 410 | |||||
Stockbased_and_LongTerm_Compen1
Stock-based and Long-Term Compensation (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Stock-based and Long-Term Compensation | ' | |||||||
Schedule of weighted average assumptions used in the model | ' | |||||||
2013 | 2012 | 2011 | ||||||
Risk-free interest rate | — | 0.66 | % | 1.56 | % | |||
Estimated life in years | — | 5.36 | 5.22 | |||||
Dividend yield | — | 0 | % | 0 | % | |||
Volatility | — | 40.16 | % | 39.81 | % | |||
Schedule of number and weighted average exercise price ("WAEP") of options | ' | |||||||
Series A | ||||||||
common stock | WAEP | |||||||
Outstanding at January 1, 2013 | 1,308,616 | $ | 41.55 | |||||
Granted | — | $ | — | |||||
Exercised | (3,605 | ) | $ | 48.93 | ||||
Forfeited | (16,875 | ) | $ | 49.37 | ||||
Outstanding at December 31, 2013 | 1,288,136 | $ | 41.42 | |||||
Exercisable at December 31, 2013 | 670,139 | $ | 27.39 | |||||
Schedule of number and weighted average fair value ("WAFV") of unvested restricted stock awards | ' | |||||||
Series A | WAFV | |||||||
Restricted Stock | ||||||||
Awards | ||||||||
Outstanding at January 1, 2013 | 241,175 | $ | 52.98 | |||||
Granted (a) | 42,804 | $ | 78.95 | |||||
Vested | (42,268 | ) | $ | 79.27 | ||||
Cancelled | (5,308 | ) | $ | 45.74 | ||||
Outstanding at December 31, 2013 | 236,403 | $ | 57.32 | |||||
(a) Restricted stock awards granted include 12,739 restricted stock awards that were granted as payment of a portion of certain key executives 2013 annual performance bonus. These awards were granted and fully vested in December of 2013. | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' Equity | ' | ||||||||||||
Schedule of activity in the Series A and Series B common stock | ' | ||||||||||||
Series A | Series B | ||||||||||||
common stock | common stock | ||||||||||||
Balance at December 31, 2010 | 13,553,251 | 733,599 | |||||||||||
Conversion from Series B to Series A shares | 2,734 | (2,734 | ) | ||||||||||
Issuance of restricted stock | 148,654 | 9,029 | |||||||||||
Restricted stock cancelled for tax withholding | (14,846 | ) | — | ||||||||||
Repurchase and retirement of Series A shares | (269,659 | ) | |||||||||||
Stock option exercises | 51,460 | — | |||||||||||
Balance at December 31, 2011 | 13,471,594 | 739,894 | |||||||||||
Conversion from Series B to Series A shares | 2,728 | (2,728 | ) | ||||||||||
Issuance of restricted stock | 154,556 | — | |||||||||||
Restricted stock cancelled for forfeitures and tax withholding | (21,284 | ) | — | ||||||||||
Repurchase and retirement of Series A shares | (234,728 | ) | — | ||||||||||
Stock option exercises | 16,955 | — | |||||||||||
Balance at December 31, 2012 | 13,389,821 | 737,166 | |||||||||||
Conversion from Series B to Series A shares | 1,220 | (1,220 | ) | ||||||||||
Issuance of restricted stock | 42,804 | — | |||||||||||
Restricted stock cancelled for forfeitures and tax withholding | (18,035 | ) | — | ||||||||||
Stock option exercises | 3,531 | — | |||||||||||
Stock issuance as consideration for Security Networks Acquisition | 253,333 | — | |||||||||||
Repurchases and retirement of Series B shares | — | (351,734 | ) | ||||||||||
Balance at December 31, 2013 | 13,672,674 | 384,212 | |||||||||||
Summary of change in components of accumulated other comprehensive earnings (loss), net of taxes | ' | ||||||||||||
The change in the components of accumulated other comprehensive income (loss), net of taxes, is summarized as follows (amounts in thousands): | |||||||||||||
Foreign | Unrealized | Unrealized | Pension | Accumulated | |||||||||
Currency | Holding | Gains and | Adjustments (d) | Other | |||||||||
Translation | Gains and Losses, | Losses on | Comprehensive | ||||||||||
Adjustments (a) | net (b) | Derivative | Income (Loss) | ||||||||||
Instruments, | |||||||||||||
net (c) | |||||||||||||
Balance at December 31, 2010 | $ | 2,740 | — | — | (5,553 | ) | (2,813 | ) | |||||
Gain (loss) through Accumulated other comprehensive loss | (2,950 | ) | 124 | — | 275 | (2,551 | ) | ||||||
Reclassifications of loss (gains) into net income | — | — | — | 588 | 588 | ||||||||
Balance at December 31, 2011 | (210 | ) | 124 | — | (4,690 | ) | (4,776 | ) | |||||
Gain (loss) through Accumulated other comprehensive loss | 256 | 2,543 | (15,715 | ) | 139 | (12,777 | ) | ||||||
Reclassifications of loss (gains) into net income | — | — | 3,472 | 4,551 | 8,023 | ||||||||
Balance at December 31, 2012 | 46 | 2,667 | (12,243 | ) | — | (9,530 | ) | ||||||
Gain (loss) through Accumulated other comprehensive loss | 121 | (1,446 | ) | 7,014 | — | 5,689 | |||||||
Reclassifications of loss (gains) into net income | — | 277 | 5,303 | — | 5,580 | ||||||||
Balance at December 31, 2013 | $ | 167 | 1,498 | 74 | — | 1,739 | |||||||
(a) No income taxes were recorded on foreign currency translation amounts for 2013, 2012 and 2011 because the Company is subject to a full valuation allowance. | |||||||||||||
(b) No income taxes were recorded on the December 31, 2013, 2012 and 2011 unrealized holding gains because the Company is subject to a full valuation allowance. Amounts reclassified into net income are included in Other income, net on the consolidated statement of operations. See note 7, Investments in Marketable Securities, for further information. | |||||||||||||
(c) No income taxes were recorded unrealized loss on derivative instrument amounts for 2013 and 2012 because the Company is subject to a full valuation allowance. Amounts reclassified into net income are included in Interest expense on the consolidated statement of operations. See note 13, Derivatives, for further information. | |||||||||||||
(d) No income taxes were recorded on the pension adjustment for 2012 and 2011 because the Company is subject to a full valuation allowance. For the year ended December 31, 2012, $231,000 of the amounts reclassified into net income is included in Selling, general, and administrative expense on the condensed consolidated statement of operations. The remaining $4,320,000 is included in Loss on pension plan settlements on the condensed consolidated statement of operations. For the year ended December 31, 2011, amounts reclassified into net income are included in Selling, general, and administrative expense on the condensed consolidated statement of operations. See note 19, Employee Benefit Plans, for further information. | |||||||||||||
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Employee Benefit Plans | ' | ||||||||
Schedule of obligations and funded status of the defined benefit plans | ' | ||||||||
The obligations and funded status of the defined benefit plans for year ended December 31, 2012 is as follows (amounts in thousands): | |||||||||
Year Ended | |||||||||
December 31, 2012 | |||||||||
Change in Benefit Obligation: | |||||||||
Benefit Obligation — beginning of period | $ | 14,762 | |||||||
Service cost | — | ||||||||
Interest cost | 296 | ||||||||
Actuarial loss | 69 | ||||||||
Settlements | (15,226 | ) | |||||||
Benefits paid | (293 | ) | |||||||
Member contributions | — | ||||||||
Foreign currency exchange rate changes | 392 | ||||||||
Benefit Obligation — end of period | — | ||||||||
Change in Plan Assets: | |||||||||
Fair Value of plan assets — beginning of period | 16,242 | ||||||||
Actual return on assets | 504 | ||||||||
Settlements | (16,885 | ) | |||||||
Employer contributions | — | ||||||||
Member contributions | — | ||||||||
Benefits paid | (293 | ) | |||||||
Foreign currency exchange rate changes | 432 | ||||||||
Fair Value of plan assets — end of period | — | ||||||||
Funded (Unfunded) Status | $ | — | |||||||
Schedule of average assumptions and the asset category allocations | ' | ||||||||
2012 | |||||||||
Assumptions: | |||||||||
Discount rate | 3 | % | |||||||
Long-term return on plan assets | 3 | % | |||||||
Price inflation | 3.1 | % | |||||||
Asset Category Allocations: | |||||||||
Debt securities | n/a | ||||||||
Equity securities | n/a | ||||||||
Other | n/a | ||||||||
Schedule of amount of pension costs recognized | ' | ||||||||
The amount of pension costs, excluding the settlement loss, recognized for the years ended December 31, 2013, 2012 and 2011 were as follows (amounts in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Service cost | $ | — | — | — | |||||
Interest cost | — | 296 | 529 | ||||||
Expected return on plan assets | — | (332 | ) | (472 | ) | ||||
Amortization of net actuarial loss | — | 267 | 531 | ||||||
$ | — | 231 | 588 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Schedule of future minimum lease payments under scheduled operating leases | ' | ||||
Future minimum lease payments under scheduled operating leases, which are primarily for buildings, equipment and real estate, having initial or remaining noncancelable terms in excess of one year are as follows (in thousands): | |||||
Year ended December 31: | |||||
2014 | $ | 5,857 | |||
2015 | 4,236 | ||||
2016 | 3,351 | ||||
2017 | 204 | ||||
2018 | 152 | ||||
Thereafter | 2,941 | ||||
Sublease income | (8,347 | ) | |||
Minimum lease commitments | $ | 8,394 | |||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Quarterly Financial Information (Unaudited) | ' | ||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||
1st | 2nd | 3rd | 4th | ||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||
Amounts in thousands, | |||||||||||
except per share amounts | |||||||||||
2013:00:00 | |||||||||||
Revenue | $ | 100,158 | 102,273 | 115,844 | 132,758 | ||||||
Operating income | $ | 22,381 | 19,096 | 13,383 | 16,696 | ||||||
Net income (loss) | $ | 2,760 | 65 | (12,561 | ) | (12,671 | ) | ||||
Basic net income (loss) per common share | $ | 0.2 | 0.01 | (0.90 | ) | (0.92 | ) | ||||
Diluted net (income) loss per common share | $ | 0.19 | 0 | (0.90 | ) | (0.92 | ) | ||||
2012:00:00 | |||||||||||
Revenue | $ | 81,881 | 83,315 | 84,667 | 95,090 | ||||||
Operating income | $ | 13,765 | 12,425 | 4,045 | 19,407 | ||||||
Net income (loss) | $ | (5,214 | ) | (7,193 | ) | (15,607 | ) | (1,335 | ) | ||
Basic and diluted net income (loss) per common share | $ | (0.37 | ) | (0.51 | ) | (1.11 | ) | (0.10 | ) | ||
Basis_of_Presentation_Details
Basis of Presentation (Details) (Monitronics and subsidiaries) | Dec. 17, 2010 |
Monitronics and subsidiaries | ' |
Business acquisition | ' |
Voting interest acquired (as a percent) | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Changes in allowance for doubtful accounts | ' | ' | ' |
Balance Beginning of Year | $1,436 | $1,815 | $250 |
Charged to Expense | 7,342 | 5,860 | 5,484 |
Write-Offs and Other | -6,841 | -6,239 | -3,919 |
Balance End of Year | $1,937 | $1,436 | $1,815 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2013 | |
Buildings | ' |
Property and Equipment | ' |
Estimated useful lives | '20 years |
Leasehold improvements | ' |
Property and Equipment | ' |
Estimated useful lives | '15 years |
Machinery and equipment | Minimum | ' |
Property and Equipment | ' |
Estimated useful lives | '5 years |
Machinery and equipment | Maximum | ' |
Property and Equipment | ' |
Estimated useful lives | '7 years |
Computer systems and software | Minimum | ' |
Property and Equipment | ' |
Estimated useful lives | '3 years |
Computer systems and software | Maximum | ' |
Property and Equipment | ' |
Estimated useful lives | '5 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | |
Subscriber accounts | Subscriber accounts | Subscriber accounts | Subscriber accounts | Dealer Network and other intangible assets | Dealer Network and other intangible assets | Dealer Network and other intangible assets | ||||
Monitronics and subsidiaries | ||||||||||
Subscriber Accounts and Dealer Network and other intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets amortization period | ' | ' | ' | '15 years | ' | ' | '14 years | '5 years | ' | ' |
Amortization rate (as a percent) | ' | ' | ' | 220.00% | ' | ' | 235.00% | ' | ' | ' |
Amortization of subscriber accounts and dealer network | $208,760,000 | $163,468,000 | $159,619,000 | $195,010,000 | $153,388,000 | $149,539,000 | ' | $13,717,000 | $10,080,000 | $10,080,000 |
Estimated amortization of subscriber accounts in succeeding five fiscal years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | 216,709,000 | ' | ' | ' | ' | ' | ' |
2015 | ' | ' | ' | 181,689,000 | ' | ' | ' | ' | ' | ' |
2016 | ' | ' | ' | 152,377,000 | ' | ' | ' | ' | ' | ' |
2017 | ' | ' | ' | 127,808,000 | ' | ' | ' | ' | ' | ' |
2018 | ' | ' | ' | $107,192,000 | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock-Based Compensation | ' | ' | ' |
Dividend yield (as a percent) | 0.00% | ' | ' |
Basic and Diluted Earnings (Loss) Per Common Share - Series A and Series B | ' | ' | ' |
Stock options, unvested restricted shares and rights to acquire restricted shares excluded from diluted shares outstanding because of anti-dilutive effect | 1,524,539 | 1,170,425 | 717,354 |
Weighted average Series A and Series B shares (in shares) | 13,926,832 | 14,026,102 | 14,195,834 |
Supplemental Cash Flow Information | ' | ' | ' |
Net cash received (paid) for income taxes | ($2,464,000) | ($2,048,000) | $9,060,000 |
Net cash paid for interest | $88,252,000 | $52,327,000 | $24,559,000 |
Correction_of_Immaterial_Error2
Correction of Immaterial Error (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Immaterial correction in the consolidated financial statements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income taxes, net | $7,128,000 | ' | ' | ' | $3,807,000 | ' | ' | ' | $7,128,000 | $3,807,000 | ' | ' |
Total current assets | 204,022,000 | ' | ' | ' | 261,673,000 | ' | ' | ' | 204,022,000 | 261,673,000 | ' | ' |
Goodwill | 526,513,000 | ' | ' | ' | 350,213,000 | ' | ' | ' | 526,513,000 | 350,213,000 | 350,213,000 | ' |
Total assets | 2,224,804,000 | ' | ' | ' | 1,708,893,000 | ' | ' | ' | 2,224,804,000 | 1,708,893,000 | ' | ' |
Other accrued liabilities | 34,431,000 | ' | ' | ' | 31,650,000 | ' | ' | ' | 34,431,000 | 31,650,000 | ' | ' |
Total current liabilities | 95,568,000 | ' | ' | ' | 72,150,000 | ' | ' | ' | 95,568,000 | 72,150,000 | ' | ' |
Other liabilities (non-current) | 17,808,000 | ' | ' | ' | 6,161,000 | ' | ' | ' | 17,808,000 | 6,161,000 | ' | ' |
Total liabilities | 1,710,983,000 | ' | ' | ' | 1,200,290,000 | ' | ' | ' | 1,710,983,000 | 1,200,290,000 | ' | ' |
Accumulated deficit | -958,115,000 | ' | ' | ' | -935,708,000 | ' | ' | ' | -958,115,000 | -935,708,000 | -906,359,000 | ' |
Total stockholders' equity | 513,821,000 | ' | ' | ' | 508,603,000 | ' | ' | ' | 513,821,000 | 508,603,000 | 550,678,000 | 538,840,000 |
Total liabilities and stockholders' equity | 2,224,804,000 | ' | ' | ' | 1,708,893,000 | ' | ' | ' | 2,224,804,000 | 1,708,893,000 | ' | ' |
Cost of services | ' | ' | ' | ' | ' | ' | ' | ' | 74,136,000 | 49,978,000 | 40,699,000 | ' |
Selling, general, and administrative, including stock-based and long-term compensation | ' | ' | ' | ' | ' | ' | ' | ' | 92,002,000 | 73,868,000 | 77,364,000 | ' |
Operating income | 16,696,000 | 13,383,000 | 19,096,000 | 22,381,000 | 19,407,000 | 4,045,000 | 12,425,000 | 13,765,000 | 71,556,000 | 49,642,000 | 22,341,000 | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 95,836,000 | 71,467,000 | 42,856,000 | ' |
Loss from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -18,330,000 | -22,407,000 | -26,403,000 | ' |
Income tax expense from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 4,206,000 | 2,594,000 | 2,498,000 | ' |
Net loss from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | -22,536,000 | -25,001,000 | -28,901,000 | ' |
Net income (loss) | -12,671,000 | -12,561,000 | 65,000 | 2,760,000 | -1,335,000 | -15,607,000 | -7,193,000 | -5,214,000 | -22,407,000 | -29,349,000 | 19,888,000 | ' |
Comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | -11,138,000 | -34,103,000 | 17,925,000 | ' |
Basic and diluted loss per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($1.62) | ($1.78) | ($2.03) | ' |
Net income (loss) (in dollars per share) | ' | ' | ' | ' | ($0.10) | ($1.11) | ($0.51) | ($0.37) | ($1.61) | ($2.09) | $1.40 | ' |
As Reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Immaterial correction in the consolidated financial statements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income taxes, net | ' | ' | ' | ' | 3,780,000 | ' | ' | ' | ' | 3,780,000 | ' | ' |
Total current assets | ' | ' | ' | ' | 261,646,000 | ' | ' | ' | ' | 261,646,000 | ' | ' |
Goodwill | ' | ' | ' | ' | 349,227,000 | ' | ' | ' | ' | 349,227,000 | ' | ' |
Total assets | ' | ' | ' | ' | 1,707,880,000 | ' | ' | ' | ' | 1,707,880,000 | ' | ' |
Other accrued liabilities | ' | ' | ' | ' | 29,313,000 | ' | ' | ' | ' | 29,313,000 | ' | ' |
Total current liabilities | ' | ' | ' | ' | 69,813,000 | ' | ' | ' | ' | 69,813,000 | ' | ' |
Other liabilities (non-current) | ' | ' | ' | ' | 5,990,000 | ' | ' | ' | ' | 5,990,000 | ' | ' |
Total liabilities | ' | ' | ' | ' | 1,197,782,000 | ' | ' | ' | ' | 1,197,782,000 | ' | ' |
Accumulated deficit | ' | ' | ' | ' | -934,213,000 | ' | ' | ' | ' | -934,213,000 | -905,610,000 | ' |
Total stockholders' equity | ' | ' | ' | ' | 510,098,000 | ' | ' | ' | ' | 510,098,000 | 551,427,000 | ' |
Total liabilities and stockholders' equity | ' | ' | ' | ' | 1,707,880,000 | ' | ' | ' | ' | 1,707,880,000 | ' | ' |
Cost of services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,791,000 | 40,553,000 | ' |
Selling, general, and administrative, including stock-based and long-term compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 73,389,000 | 76,845,000 | ' |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,308,000 | 23,006,000 | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,390,000 | 42,813,000 | ' |
Loss from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | -21,664,000 | -25,695,000 | ' |
Income tax expense from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,591,000 | 2,457,000 | ' |
Net loss from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | -24,255,000 | -28,152,000 | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -28,603,000 | 20,637,000 | ' |
Comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($33,357,000) | $18,674,000 | ' |
Basic and diluted loss per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($1.73) | ($1.98) | ' |
Net income (loss) (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($2.04) | $1.45 | ' |
Security_Networks_Acquisition_1
Security Networks Acquisition (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 17, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2013 | Nov. 12, 2013 | Jul. 31, 2013 | Aug. 16, 2013 | Nov. 07, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 17, 2013 | Dec. 31, 2012 | Mar. 23, 2012 | Aug. 16, 2013 | Dec. 31, 2013 | Aug. 16, 2013 | Aug. 16, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | |
Subscriber accounts | 4.00% Senior Convertible Notes due 2020 | 4.00% Senior Convertible Notes due 2020 | Series A common stock | Series A common stock | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | ||||
Purchase price adjustment | Subscriber accounts | 4.00% Senior Convertible Notes due 2020 | Series A common stock | Subscriber accounts | 4.00% Senior Convertible Notes due 2020 | 9.125% Senior Notes due 2020 | 9.125% Senior Notes due 2020 | 9.125% Senior Notes due 2020 | 9.125% Senior Notes due 2020 | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | ||||||||||
Purchase price adjustment | Subscriber accounts | Dealer network and other intangible assets | 9.125% Senior Notes due 2020 | Incremental Term Loan | |||||||||||||||||||||
Business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $131,000,000 | ' | ' | ' | ' | ' | $500,557,000 | ' | ' | ' | ' | ' |
Purchase price, cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 481,834,000 | ' | ' | ' | ' | ' |
Purchase price, shares | ' | ' | ' | ' | ' | ' | 253,333 | ' | ' | ' | ' | ' | 253,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,723,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of post-closing adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,057,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | 639,075,000 | 1,277,900,000 | 78,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | 103,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | 225,000,000 |
Interest rate (as a percent) | ' | ' | ' | ' | 4.00% | 4.00% | ' | ' | ' | ' | ' | 4.00% | ' | ' | 4.00% | 9.13% | 9.13% | 9.13% | 9.13% | ' | ' | ' | ' | 9.13% | ' |
Purchase price allocation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,096,000 | ' | ' | ' | ' | ' |
Trade receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,305,000 | ' | ' | ' | ' | ' |
Other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | -82,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,677,000 | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,404,000 | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 307,800,000 | 48,500,000 | ' | ' |
Goodwill | 526,513,000 | 350,213,000 | 350,213,000 | ' | ' | ' | ' | ' | ' | 3,267,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 176,300,000 | ' | ' | ' | ' | ' |
Holdback liability, current and non-current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,620,000 | ' | ' | ' | ' | ' |
Deferred income tax liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,108,000 | ' | ' | ' | ' | ' |
Other current and non-current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -234,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -25,797,000 | ' | ' | ' | ' | ' |
Fair value of consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 131,000,000 | ' | ' | ' | ' | ' | 500,557,000 | ' | ' | ' | ' | ' |
Increase in goodwill related to estimated deferred income tax liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,108,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill deductible for tax purpose | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 141,607,000 | ' | ' | ' | ' | ' |
Intangible assets amortization period | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '14 years | '5 years | ' | ' |
Amortization rate (as a percent) | ' | ' | ' | 220.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 235.00% | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,997,000 | ' | ' | ' | ' |
Operating loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 74,000 | ' | ' | ' | ' |
Negative impact on net revenue of acquiree due to fair value adjustment that reduced deferred revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,715,000 | ' | ' | ' | ' |
Legal and professional services expense and other costs related to acquisition | ' | ' | ' | ' | ' | ' | ' | ' | $2,470,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Security_Networks_Acquisition_2
Security Networks Acquisition (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
As reported: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | $132,758,000 | $115,844,000 | $102,273,000 | $100,158,000 | $95,090,000 | $84,667,000 | $83,315,000 | $81,881,000 | $451,033,000 | $344,953,000 | $311,898,000 |
Net loss from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | -22,536,000 | -25,001,000 | -28,901,000 |
Basic and diluted net loss from continuing operations per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($1.62) | ($1.78) | ($2.03) |
Supplemental pro-forma: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 515,792,000 | 420,716,000 | ' |
Net loss from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | -36,303,000 | -79,449,000 | ' |
Basic and diluted net loss from continuing operations per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($2.58) | ($5.56) | ' |
Monitronics | Security Networks Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
As reported: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Negative impact on net revenue of acquiree due to fair value adjustment that reduced deferred revenue | ' | ' | ' | ' | ' | ' | ' | ' | 2,715,000 | ' | ' |
Supplemental pro-forma: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Negative impact on pro-forma net revenue of acquiree due to fair value adjustment that reduced deferred revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,715,000 | ' |
Monitronics | Security Networks Acquisition | Transaction costs related to acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Supplemental pro-forma: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | $2,470,000 | ' | ' |
Dispositions_Details
Dispositions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Feb. 28, 2011 | Dec. 31, 2011 | Dec. 31, 2010 | |
item | System Integration business | Content Distribution business | Content Distribution business | Content Services | ||||
item | ||||||||
Dispositions | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Operating Segments | ' | ' | ' | 2 | ' | ' | ' | ' |
Information of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business units of segment | ' | ' | ' | ' | ' | ' | ' | 3 |
Exit costs related to employee severance | ' | ' | ' | ' | $1,119,000 | ' | ' | ' |
Percentage of ownership interest in business sold | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Cash proceeds on sale of business | ' | ' | ' | ' | ' | 104,000,000 | ' | ' |
Pre-tax gain on sale of business | ' | ' | ' | ' | ' | ' | 66,136,000 | ' |
Income tax expense related to sale of business | ' | ' | ' | ' | ' | ' | 6,716,000 | ' |
Results of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | 24,183,000 | ' | ' | ' | ' | ' |
Income (loss) before income taxes | $169,000 | ($3,742,000) | $48,836,000 | ' | ' | ' | ' | ' |
Investments_in_Marketable_Secu2
Investments in Marketable Securities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Activity of investments classified as available-for-sale securities | ' | ' | ' |
Beginning Balance | $142,587,000 | $40,377,000 | ' |
Purchases | 21,770,000 | 99,667,000 | 40,253,000 |
Sales at cost basis | -33,692,000 | ' | ' |
Realized and unrealized gains (losses), net | -1,169,000 | 2,543,000 | ' |
Ending Balance | 129,496,000 | 142,587,000 | 40,377,000 |
Total proceeds from the sales of marketable securities | 33,415,000 | ' | ' |
Pre-tax loss on sales of marketable securities | -277,000 | ' | ' |
Accumulated other comprehensive income (loss) | ' | ' | ' |
Beginning Balance | 2,667,000 | 124,000 | ' |
Unrealized gains (losses), net of income tax of $0 | -1,446,000 | 2,543,000 | ' |
Realized loss, net recognized into earnings, net of income tax of $0 | 277,000 | ' | ' |
Ending Balance | 1,498,000 | 2,667,000 | 124,000 |
Tax on Unrealized gains | 0 | 0 | ' |
Tax on realized loss | $0 | ' | ' |
Assets_Held_for_Sale_Details
Assets Held for Sale (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Assets Held for Sale | ' | ' |
Land and building, net of accumulated depreciation reclassified as Assets held for sale | $2,500,000 | ' |
Carrying value of owned property sold | 8,474,000 | ' |
Gain on disposition of assets | 2,221,000 | ' |
Assets held for sale | $1,231,000 | $7,205,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | $92,056 | $87,061 | ' |
Accumulated depreciation | -35,528 | -30,570 | ' |
Property and equipment, net | 56,528 | 56,491 | ' |
Depreciation | 8,941 | 8,404 | 7,052 |
Land | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 21,644 | 23,170 | ' |
Buildings and leasehold improvements | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 31,423 | 35,206 | ' |
Machinery and equipment | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | $38,989 | $28,685 | ' |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2011 |
Activity and balances of goodwill | ' | ' |
Balance at the beginning of the period | $350,213 | $350,213 |
Security Networks Acquisition | 176,300 | ' |
Balance at the end of the period | $526,513 | $350,213 |
Other_Accrued_Liabilities_Deta
Other Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Accrued Liabilities | ' | ' |
Interest payable | $15,455 | $9,624 |
Income taxes payable | 2,744 | 2,388 |
Legal accrual | 1,378 | 9,785 |
Other | 14,854 | 9,853 |
Total other accrued liabilities | $34,431 | $31,650 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Nov. 07, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 17, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 17, 2013 | Dec. 31, 2012 | Mar. 23, 2012 | Aug. 16, 2013 | Jul. 31, 2013 | Mar. 25, 2013 | Mar. 23, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 07, 2012 | Aug. 16, 2013 | Mar. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 23, 2012 | |
Bond hedge and Warrant transactions | Bond hedge transactions | Warrant transactions | Common Stock | Common Stock | Common Stock | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | Monitronics 9.125% Senior Notes due April 1, 2020 | Monitronics 9.125% Senior Notes due April 1, 2020 | Monitronics 9.125% Senior Notes due April 1, 2020 | Monitronics 9.125% Senior Notes due April 1, 2020 | Monitronics 9.125% Senior Notes due April 1, 2020 | Monitronics 9.125% Senior Notes due April 1, 2020 | Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% | Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% | Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% | Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% | Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% | Monitronics term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% | Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% | Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% | Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% | Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% | ||||
Security Networks Acquisition | Security Networks Acquisition | 9.25% Senior Notes | 9.25% Senior Notes | 9.25% Senior Notes | Subscriber accounts | Interest rate swap | Interest rate swap | Security Networks Acquisition | Common Stock | Common Stock | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | Monitronics | |||||||||||||
item | Designated as hedging | Designated as hedging | Bond hedge transactions | Security Networks Acquisition | Security Networks Acquisition | Security Networks Acquisition | ||||||||||||||||||||||||||||||||||
item | item | |||||||||||||||||||||||||||||||||||||||
Long-term debt instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate for variable interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | 'LIBOR | ' | ' | ' | 'LIBOR | 'LIBOR | ' | ' |
Variable interest rate spread (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | ' | 3.25% | ' | ' | ' | 4.25% | 3.75% | ' | ' |
Maximum borrowing capacity under the facility after amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $225,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $225,000,000 | ' | $150,000,000 |
Long-term debt including current portion | 1,581,264,000 | 1,108,383,000 | ' | ' | ' | ' | ' | ' | ' | 1,581,264,000 | 1,108,383,000 | ' | ' | ' | ' | ' | ' | ' | 74,189,000 | ' | ' | ' | ' | ' | 585,282,000 | ' | 410,000,000 | ' | ' | ' | ' | ' | 902,293,000 | 685,583,000 | ' | ' | ' | 19,500,000 | 12,800,000 | ' |
Less current portion of long-term debt | -9,166,000 | -6,950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | 1,572,098,000 | 1,101,433,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | 4.00% | ' | ' | 4.00% | 9.13% | 9.13% | 9.13% | 9.13% | ' | 9.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instruments issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,500,000 | 103,500,000 | ' | ' | ' | ' | ' | 175,000,000 | ' | 410,000,000 | ' | ' | ' | 550,000,000 | ' | ' | 145,000,000 | 225,000,000 | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion rate of common stock per $1000 principal amount of convertible notes (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.7272 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount used for debt instrument conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $102.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase price as a percentage of the principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of the liability component | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,764,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of the equity component | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,736,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes presented on the condensed consolidated balance sheet | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,500,000 | 103,500,000 | ' | ' | ' | ' | ' | 175,000,000 | ' | 410,000,000 | ' | ' | ' | 550,000,000 | ' | ' | 145,000,000 | 225,000,000 | ' | ' | ' | ' |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -29,311,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value | 1,581,264,000 | 1,108,383,000 | ' | ' | ' | ' | ' | ' | ' | 1,581,264,000 | 1,108,383,000 | ' | ' | ' | ' | ' | ' | ' | 74,189,000 | ' | ' | ' | ' | ' | 585,282,000 | ' | 410,000,000 | ' | ' | ' | ' | ' | 902,293,000 | 685,583,000 | ' | ' | ' | 19,500,000 | 12,800,000 | ' |
Effective interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual interest expense | 95,836,000 | 71,467,000 | 42,856,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,897,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount amortized into interest expense | 2,302,000 | 4,473,000 | 16,985,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,425,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price (in dollars per share) | ' | ' | ' | ' | $102.80 | $118.62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilution adjustments, number of shares initially issuable upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,007,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant transaction strike price reflective of the conversion premium (as a percent) | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of the bond hedge call option | ' | ' | ' | ' | 20,318,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the sale of the warrants | ' | ' | ' | ' | ' | 14,211,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cost for the Bond Hedge Transactions and the Warrant Transactions | ' | ' | ' | 6,107,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of debt securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss recognized on premium paid upon purchase of debt and the accelerated amortization of the deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Number of subscriber accounts acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 287,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in maximum borrowing capacity under the facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,557,000 | ' | ' | ' | 131,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,292,000 | ' | ' | ' | ' | ' | ' | ' |
Number of interest rate swap agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate description floor rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | 1.00% | ' | ' | ' | 1.25% | 1.00% | ' | ' |
Commitment fees on unused portion of facility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' |
Remaining balance on the Credit Facility Revolver | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 205,500,000 | ' | ' |
Deferred financing costs, net of accumulated amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,306,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs allocated to the equity component | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $879,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | |
Refinancing costs | ' | ' |
Total refinancing expenses | $6,245,000 | ' |
Scheduled maturities of long-term debt | ' | ' |
Total debt on consolidated balance sheet | 1,108,383,000 | 1,581,264,000 |
Convertible Notes | ' | ' |
Scheduled maturities of long-term debt | ' | ' |
Total debt on consolidated balance sheet | ' | 74,189,000 |
Interest rate swaps (Swaps) | Term loan | Designated as hedging | ' | ' |
Effective interest rate swap on term loan | ' | ' |
Weighted average fixed interest rate (as a percent) | ' | 5.06% |
Monitronics | ' | ' |
Refinancing costs | ' | ' |
Accelerated amortization of deferred financing costs | 389,000 | ' |
Accelerated amortization of securitization debt discount | 6,679,000 | ' |
Other refinancing costs | 7,628,000 | ' |
Gain on early termination of derivative instruments | -8,451,000 | ' |
Total refinancing expenses | 6,245,000 | ' |
Scheduled maturities of long-term debt | ' | ' |
2014 | ' | 9,166,000 |
2015 | ' | 9,166,000 |
2016 | ' | 9,166,000 |
2017 | ' | 28,666,000 |
2018 | ' | 870,802,000 |
Thereafter | ' | 688,500,000 |
Total principal payments | ' | 1,615,466,000 |
Unamortized discount and premiums, net | ' | 34,202,000 |
Total debt on consolidated balance sheet | 1,108,383,000 | 1,581,264,000 |
Monitronics | Term loan | ' | ' |
Scheduled maturities of long-term debt | ' | ' |
Total debt on consolidated balance sheet | $685,583,000 | $902,293,000 |
Derivatives_Details
Derivatives (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Interest rate swap (Swap) | Interest rate swap (Swap) | Interest rate swap (Swap) | Interest rate cap | Interest rate floor | 1.884 % interest rate swaps | 1.384 % interest rate swaps | 1.959 % interest rate swaps | 1.850 % interest rate swaps | ||||
Not designated as hedges | Cash flow hedge | Cash flow hedge | Not designated as hedges | Not designated as hedges | ||||||||
item | item | item | ||||||||||
Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of derivative financial instruments, asset | ' | ' | ' | 3 | 1 | ' | 1 | ' | ' | ' | ' | ' |
Number of derivative financial instruments, liability | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' |
Aggregate fair value of an asset | ' | ' | ' | ' | $2,495,000 | $116,000 | $25,000 | ' | ' | ' | ' | ' |
Aggregate fair value of liability | ' | ' | ' | 16,959,000 | 2,013,000 | 12,359,000 | ' | 19,320,000 | ' | ' | ' | ' |
Derivative instruments amounts offset | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional | ' | ' | ' | ' | ' | ' | ' | ' | 540,375,000 | 143,187,500 | 111,934,673 | 111,934,673 |
Amount in Accumulated OCL expected to be recognize in interest expense in coming 12 months | ' | ' | ' | ' | $5,044,000 | ' | ' | ' | ' | ' | ' | ' |
Rate Paid (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.88% | 1.38% | 1.96% | 1.85% |
Variable interest rate base | ' | ' | ' | ' | ' | ' | ' | ' | '3 mo.USD-LIBOR-BBA | '3 mo.USD-LIBOR-BBA | '3 mo.USD-LIBOR-BBA | '3 mo.USD-LIBOR-BBA |
Variable interest rate base floor (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.00% | 1.00% | 1.00% |
Derivatives_Details_2
Derivatives (Details 2) (Interest rate swaps (Swaps), USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Mar. 23, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Not designated as hedges | Not designated as hedges | Not designated as hedges | Cash flow hedge | Cash flow hedge | |
Monitronics and subsidiaries | |||||
Derivatives | ' | ' | ' | ' | ' |
Effective portion of gain (loss) recognized in Accumulated other comprehensive loss | ' | ' | ' | $7,014,000 | ($15,715,000) |
Effective portion of loss reclassified from Accumulated other comprehensive loss into Net income | ' | ' | ' | -5,303,000 | -3,472,000 |
Ineffective portion of amount of gain (loss) recognized into Net income on interest rate swaps | ' | ' | ' | 24,000 | ' |
Gain on early termination of derivative instruments | ' | ' | 8,451,000 | ' | ' |
Settlement payments | 8,837,000 | 38,645,000 | ' | ' | ' |
Unrealized gain related to the change in fair value of derivatives | $6,793,000 | $28,044,000 | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Recurring, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
item | ||
Level 1 | ' | ' |
Fair Value Measurements | ' | ' |
Money market funds | $27,710 | $2,705 |
Investments in marketable securities | 124,921 | 142,587 |
Total | 152,631 | 145,292 |
Level 2 | ' | ' |
Fair Value Measurements | ' | ' |
Investments in marketable securities | 4,575 | ' |
Derivative financial instruments - assets | 2,495 | 116 |
Derivative financial instruments - liabilities | -2,013 | -12,359 |
Total | 5,057 | -12,243 |
Number of investments in a corporate bond | 1 | ' |
Total | ' | ' |
Fair Value Measurements | ' | ' |
Money market funds | 27,710 | 2,705 |
Investments in marketable securities | 129,496 | 142,587 |
Derivative financial instruments - assets | 2,495 | 116 |
Derivative financial instruments - liabilities | -2,013 | -12,359 |
Total | $157,688 | $133,049 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 |
Activity in the Level 3 balances | ' | ' |
Beginning Balance | ($16,959) | ' |
Unrealized gain | 16,959 | ' |
Long term debt, including current portion | ' | ' |
Carrying value | 1,108,383 | 1,581,264 |
Monitronics | ' | ' |
Long term debt, including current portion | ' | ' |
Carrying value | 1,108,383 | 1,581,264 |
Fair value | $1,130,978 | $1,667,671 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 |
2013 Restructuring Plan | 2008 Restructuring Plan | 2008 Restructuring Plan | 2008 Restructuring Plan | 2008 Restructuring Plan | 2008 Restructuring Plan | 2010 Restructuring Plan | 2010 Restructuring Plan | |||
Severance and retention | Excess facility costs | Excess facility costs | Excess facility costs | Severance | Severance and retention | Severance and retention | ||||
Restructuring Charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | $1,111 | $4,258 | $1,111 | $72 | ' | $72 | ' | ' | ' | $4,186 |
Change in activity of restructuring reserves during the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Opening balance | ' | ' | ' | 220 | 236 | 211 | 141 | 9 | 1,886 | 3,590 |
Addition | 1,111 | 4,258 | 1,111 | 72 | ' | 72 | ' | ' | ' | 4,186 |
Deductions | ' | ' | -33 | -56 | -95 | -47 | ' | -9 | -1,886 | -5,890 |
Other | ' | ' | 492 | ' | ' | ' | ' | ' | ' | ' |
Ending balance | ' | ' | $1,570 | $236 | $141 | $236 | $141 | ' | ' | $1,886 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Components of pretax loss from continuing operations | ' | ' | ' |
Domestic | ($18,625) | ($22,727) | ($21,145) |
Foreign | 295 | 320 | -5,258 |
Loss from continuing operations before income taxes | -18,330 | -22,407 | -26,403 |
Current: | ' | ' | ' |
Federal | ' | 89 | 350 |
State | -2,953 | -2,310 | -2,458 |
Foreign | -114 | 63 | ' |
Total current | -3,067 | -2,158 | -2,108 |
Deferred: | ' | ' | ' |
Federal | 2,407 | -405 | -380 |
State | -3,596 | -8 | -10 |
Foreign | 50 | -23 | ' |
Total deferred | -1,139 | -436 | -390 |
Total income tax expense from continuing operations | ($4,206) | ($2,594) | ($2,498) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes | ' | ' | ' |
United States federal income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Reconciliation of the reported amount of income tax (expense) benefit from continuing operations | ' | ' | ' |
Computed expected tax benefit | $6,416 | $7,842 | $9,241 |
State and local income taxes, net of federal income taxes | -4,257 | -1,507 | -1,604 |
Change in valuation allowance affecting income tax expense | -3,281 | -8,745 | -7,698 |
Income (expense) not resulting in tax impact | -1,539 | 92 | -596 |
Tax amortization of indefinite-lived assets | -1,481 | -431 | -155 |
Other, net | -64 | 155 | -1,686 |
Total income tax expense from continuing operations | -4,206 | -2,594 | -2,498 |
Current assets: | ' | ' | ' |
Accounts receivable reserves | 1,224 | 675 | ' |
Accrued liabilities | 12,099 | 9,748 | ' |
Other | ' | 592 | ' |
Total current deferred tax assets | 13,323 | 11,015 | ' |
Valuation allowance | -3,766 | -5,337 | ' |
Total current deferred tax assets, net of valuation allowance | 9,557 | 5,678 | ' |
Noncurrent assets: | ' | ' | ' |
Net operating loss carryforwards | 133,929 | 102,234 | ' |
Derivative financial instruments | ' | 4,308 | ' |
Other | 8,704 | 4,792 | ' |
Total noncurrent deferred tax assets | 142,633 | 111,334 | ' |
Valuation allowance | -37,442 | -48,002 | ' |
Total noncurrent assets, net of valuation allowance | 105,191 | 63,332 | ' |
Deferred tax assets, net | 114,748 | 69,010 | ' |
Current liabilities: | ' | ' | ' |
Other | -2,429 | -1,871 | ' |
Noncurrent liabilities: | ' | ' | ' |
Intangible assets | -110,164 | -70,634 | ' |
Convertible notes | -10,745 | ' | ' |
Property, plant and equipment | -1,050 | -885 | ' |
Other | -30 | ' | ' |
Total noncurrent liabilities | -121,989 | -71,519 | ' |
Total deferred tax liabilities | -124,418 | -73,390 | ' |
Net deferred tax assets (liabilities) | -9,670 | -4,380 | ' |
Deferred tax assets and liabilities | ' | ' | ' |
Current deferred income tax assets, net | 7,128 | 3,807 | ' |
Long-term deferred income tax liabilities, net | -16,798 | -8,187 | ' |
Net deferred tax assets (liabilities) | ($9,670) | ($4,380) | ' |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating loss carryforwards | ' | ' | ' |
Decrease in total valuation allowance | $12,131,000 | ' | ' |
Increase in tax expense due to increase in valuation allowance | 3,281,000 | 8,745,000 | 7,698,000 |
Decrease in monitronics valuation allowance in connection with the acquisition of Security Networks | 3,887,000 | ' | ' |
Decrease in valuation allowance related to changes in the derivative fair values | 4,334,000 | ' | ' |
Decrease in valuation allowance due to other adjustments to deferred taxes | 333,000 | ' | ' |
Excess tax benefits realized from exercises under all share-based payments arrangements | 3,799,000 | 2,592,000 | ' |
Net operating losses subject to IRC Section 382 limitations | 130,367,000 | ' | ' |
Accrued interest and penalties related to uncertain tax positions | 55,000 | ' | ' |
Reconciliation of the beginning and ending amount of uncertain tax positions | ' | ' | ' |
Balance at the beginning of the period | 247,000 | 410,000 | 382,000 |
Increases for tax positions of current years | ' | ' | 40,000 |
Reductions for tax positions of prior years | ' | -163,000 | ' |
Foreign currency exchange adjustments | ' | ' | -12,000 |
Balance at the end of the period | 247,000 | 247,000 | 410,000 |
Federal | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Net operating loss carryforwards | 382,585,000 | ' | ' |
Income tax credits | 1,064,000 | ' | ' |
Income tax credits expiring in 2018 | 638,000 | ' | ' |
State | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Income tax credits | 1,070,000 | ' | ' |
California | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Net operating loss carryforwards | 51,023,000 | ' | ' |
Other state | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Net operating loss carryforwards | $70,047,000 | ' | ' |
Stockbased_and_LongTerm_Compen2
Stock-based and Long-Term Compensation (Details) | Dec. 31, 2013 |
2008 incentive plan | ' |
Stock-based and Long-Term Compensation | ' |
Maximum number of awards that may be granted under the plan (in shares) | 2,000,000 |
2008 director incentive plan | ' |
Stock-based and Long-Term Compensation | ' |
Maximum number of awards that may be granted under the plan (in shares) | 500,000 |
Stockbased_and_LongTerm_Compen3
Stock-based and Long-Term Compensation (Details 2) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Assumptions used in the Black-Scholes model to determine grant date fair value | ' | ' | ' |
Dividend yield (as a percent) | 0.00% | ' | ' |
Stock options | Low end of the range | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Termination period | '5 years | ' | ' |
Vesting period | '2 years | ' | ' |
Stock options | High end of the range | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Termination period | '7 years | ' | ' |
Vesting period | '4 years | ' | ' |
Stock options | Series A common stock | ' | ' | ' |
Assumptions used in the Black-Scholes model to determine grant date fair value | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | 0.66% | 1.56% |
Expected life | ' | '5 years 4 months 10 days | '5 years 2 months 19 days |
Dividend yield (as a percent) | ' | 0.00% | 0.00% |
Volatility factor (as a percent) | ' | 40.16% | 39.81% |
Options granted (in shares) | 0 | ' | ' |
Restricted Stock Awards | Low end of the range | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Vesting period | '2 years | ' | ' |
Restricted Stock Awards | High end of the range | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Vesting period | '5 years | ' | ' |
Recovered_Sheet1
Stock-Based and Long-Term Compensation (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Additional disclosures | ' | ' | ' |
Total compensation cost related to unvested equity awards | 19,946,000 | ' | ' |
Period to recognize compensation cost | '4 years | ' | ' |
Series A common stock | ' | ' | ' |
Number of options | ' | ' | ' |
Exercised (in shares) | -3,531 | -16,955 | -51,460 |
Stock options | Low end of the range | ' | ' | ' |
Additional disclosures | ' | ' | ' |
Vesting period | '2 years | ' | ' |
Stock options | High end of the range | ' | ' | ' |
Additional disclosures | ' | ' | ' |
Vesting period | '4 years | ' | ' |
Stock options | Series A common stock | ' | ' | ' |
Number of options | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | 1,308,616 | ' | ' |
Granted (in shares) | 0 | ' | ' |
Exercised (in shares) | -3,605 | ' | ' |
Forfeited (in shares) | -16,875 | ' | ' |
Outstanding at the end of the period (in shares) | 1,288,136 | ' | ' |
Exercisable at the end of period (in shares) | 670,139 | ' | ' |
Weighted average exercise price ("WAEP") | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | 41.55 | ' | ' |
Exercised (in dollars per share) | 48.93 | ' | ' |
Forfeited (in dollars per share) | 49.37 | ' | ' |
Outstanding at the end of the period (in dollars per share) | 41.42 | ' | ' |
Exercisable at the end of period (in dollars per share) | 27.39 | ' | ' |
Additional disclosures | ' | ' | ' |
Intrinsic value of outstanding stock option awards | 56,852,000 | ' | ' |
Intrinsic value of exercisable stock option awards | 38,957,000 | ' | ' |
Weighted average remaining contractual life of outstanding awards | '5 years | ' | ' |
Weighted average remaining contractual life of exercisable awards | '4 years 7 months 6 days | ' | ' |
Restricted Stock Awards | ' | ' | ' |
Weighted average fair value ("WAFV") | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | 52.98 | ' | ' |
Granted (in dollars per share) | 78.95 | ' | ' |
Vested (in dollars per share) | 79.27 | ' | ' |
Cancelled (in dollars per share) | 45.74 | ' | ' |
Outstanding at the end of the period (in dollars per share) | 57.32 | ' | ' |
Restricted Stock Awards | Low end of the range | ' | ' | ' |
Additional disclosures | ' | ' | ' |
Vesting period | '2 years | ' | ' |
Restricted Stock Awards | High end of the range | ' | ' | ' |
Additional disclosures | ' | ' | ' |
Vesting period | '5 years | ' | ' |
Restricted Stock Awards | Series A common stock | ' | ' | ' |
Number of restricted stock awards | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | 241,175 | ' | ' |
Granted (in shares) | 42,804 | ' | ' |
Vested (in shares) | -42,268 | ' | ' |
Cancelled (in shares) | -5,308 | ' | ' |
Outstanding at the end of the period (in shares) | 236,403 | ' | ' |
Restricted Stock Awards | Series A common stock | Key executive | ' | ' | ' |
Number of restricted stock awards | ' | ' | ' |
Granted (in shares) | 12,739 | ' | ' |
Restricted Stock Awards | Series B common stock | ' | ' | ' |
Number of options | ' | ' | ' |
Outstanding at the end of the period (in shares) | 0 | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 14, 2013 | Jun. 16, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Series A common stock | Series A common stock | Series A common stock | Series A common stock | Series A common stock | Series A common stock | Series B common stock | Series B common stock | Series B common stock | Series B common stock | Series C Common stock | Series C Common stock | ||||
item | Security Networks Acquisition | item | Dr. John Malone | ||||||||||||
Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of votes which holders of common shares are entitled to, for each share held | ' | ' | ' | ' | ' | 1 | ' | ' | ' | 10 | ' | ' | ' | ' | ' |
Number of shares of series A common stock issuable for conversion of series B common stock | ' | ' | ' | ' | ' | '1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, issued shares | ' | ' | ' | ' | ' | 13,672,674 | 13,389,821 | ' | ' | 384,212 | 737,166 | ' | ' | 0 | 0 |
Authorized amount for repurchase of shares | ' | ' | ' | ' | $25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional authorized amount for repurchase of shares | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares repurchased | ' | ' | ' | ' | ' | ' | 234,728 | 269,659 | ' | 351,734 | ' | ' | 351,734 | ' | ' |
Average purchase price (in dollars per share) | ' | ' | ' | ' | ' | ' | $54.87 | $42.60 | ' | ' | ' | ' | ' | ' | ' |
Total purchase price | 33,436,000 | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | 33,436,000 | ' | ' |
Total purchase price | $33,436,000 | $12,880,000 | $11,488,000 | ' | ' | ' | $12,880,000 | $11,488,000 | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) | ' | ' | ' | ' | ' | 13,389,821 | 13,471,594 | 13,553,251 | ' | 737,166 | 739,894 | 733,599 | ' | ' | ' |
Conversion from Series B to Series A shares (in shares) | ' | ' | ' | ' | ' | 1,220 | 2,728 | 2,734 | ' | -1,220 | -2,728 | -2,734 | ' | ' | ' |
Issuance of restricted stock (in shares) | ' | ' | ' | ' | ' | 42,804 | 154,556 | 148,654 | ' | ' | ' | 9,029 | ' | ' | ' |
Restricted stock cancelled for forfeitures and tax withholding (in shares) | ' | ' | ' | ' | ' | -18,035 | -21,284 | -14,846 | ' | ' | ' | ' | ' | ' | ' |
Repurchase and retirement of Series A shares | ' | ' | ' | ' | ' | ' | -234,728 | -269,659 | ' | -351,734 | ' | ' | -351,734 | ' | ' |
Stock options exercises (in shares) | ' | ' | ' | ' | ' | 3,531 | 16,955 | 51,460 | ' | ' | ' | ' | ' | ' | ' |
Stock issuance as consideration for Security Networks Acquisition | ' | ' | ' | ' | ' | 253,333 | ' | ' | 253,333 | ' | ' | ' | ' | ' | ' |
Balance (in shares) | ' | ' | ' | ' | ' | 13,672,674 | 13,389,821 | 13,471,594 | ' | 384,212 | 737,166 | 739,894 | ' | ' | ' |
Common stock reserved for issuance (in shares) | ' | ' | ' | ' | ' | 1,288,136 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Changes in accumulated other comprehensive loss | ' | ' | ' |
Balance at the beginning of the period | ($9,530,000) | ($4,776,000) | ($2,813,000) |
Gain (loss) through Accumulated other comprehensive loss | 5,689,000 | -12,777,000 | -2,551,000 |
Reclassifications of loss (gains) into net income | 5,580,000 | 8,023,000 | 588,000 |
Balance at the end of the period | 1,739,000 | -9,530,000 | -4,776,000 |
Income taxes on unrealized holding gains | 0 | 0 | ' |
Selling, general, and administrative, including stock-based and long-term compensation | 92,002,000 | 73,868,000 | 77,364,000 |
Loss on pension plan settlements | ' | 6,571,000 | ' |
Foreign Currency Translation Adjustments | ' | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' | ' |
Balance at the beginning of the period | 46,000 | -210,000 | 2,740,000 |
Gain (loss) through Accumulated other comprehensive loss | 121,000 | 256,000 | -2,950,000 |
Balance at the end of the period | 167,000 | 46,000 | -210,000 |
Income taxes on foreign currency translation | 0 | 0 | 0 |
Unrealized Holding Gains and Losses, net | ' | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' | ' |
Balance at the beginning of the period | 2,667,000 | 124,000 | ' |
Gain (loss) through Accumulated other comprehensive loss | -1,446,000 | 2,543,000 | 124,000 |
Reclassifications of loss (gains) into net income | 277,000 | ' | ' |
Balance at the end of the period | 1,498,000 | 2,667,000 | 124,000 |
Income taxes on unrealized holding gains | 0 | 0 | 0 |
Unrealized Gains and Losses on Derivative Instruments, net | ' | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' | ' |
Balance at the beginning of the period | -12,243,000 | ' | ' |
Gain (loss) through Accumulated other comprehensive loss | 7,014,000 | -15,715,000 | ' |
Reclassifications of loss (gains) into net income | 5,303,000 | 3,472,000 | ' |
Balance at the end of the period | -74,000 | -12,243,000 | ' |
Income taxes on unrealized loss on derivative instrument | 0 | 0 | ' |
Pension Adjustments | ' | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' | ' |
Balance at the beginning of the period | ' | -4,690,000 | -5,553,000 |
Gain (loss) through Accumulated other comprehensive loss | ' | 139,000 | 275,000 |
Reclassifications of loss (gains) into net income | ' | 4,551,000 | 588,000 |
Balance at the end of the period | ' | ' | -4,690,000 |
Income taxes on the pension adjustment | ' | 0 | 0 |
Pension Adjustments | Reclassifications | ' | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' | ' |
Selling, general, and administrative, including stock-based and long-term compensation | ' | 231,000 | ' |
Loss on pension plan settlements | ' | $4,320,000 | ' |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 03, 2012 | |
United Kingdom defined benefit plans | United Kingdom defined benefit plans | United Kingdom defined benefit plans | ||||
plan | ||||||
participant | ||||||
Employee Benefit Plans | ' | ' | ' | ' | ' | ' |
Expenses related to domestic 401(k) | $125,000 | $113,000 | $128,000 | ' | ' | ' |
Employee Benefit Plans | ' | ' | ' | ' | ' | ' |
Number of defined benefit plans | ' | ' | ' | ' | ' | 2 |
Approximate number of participants in the plans. | ' | ' | ' | ' | ' | 121 |
Settlement loss | ' | 6,571,000 | ' | 6,571,000 | ' | ' |
Deferred pension costs at settlement date | ' | ' | ' | 4,320,000 | ' | ' |
Change in Benefit Obligation: | ' | ' | ' | ' | ' | ' |
Benefit Obligation - beginning of period | ' | ' | ' | 14,762,000 | ' | ' |
Interest cost | ' | ' | ' | 296,000 | ' | ' |
Actuarial loss | ' | ' | ' | 69,000 | ' | ' |
Settlements | ' | ' | ' | -15,226,000 | ' | ' |
Benefits paid | ' | ' | ' | -293,000 | ' | ' |
Foreign currency exchange rate changes | ' | ' | ' | 392,000 | ' | ' |
Benefit Obligation - end of period | ' | ' | ' | ' | 14,762,000 | ' |
Change in Plan Assets: | ' | ' | ' | ' | ' | ' |
Fair Value of plan assets - beginning of period | ' | ' | ' | 16,242,000 | ' | ' |
Actual return on assets | ' | ' | ' | 504,000 | ' | ' |
Settlements | ' | ' | ' | -16,885,000 | ' | ' |
Benefits paid | ' | ' | ' | -293,000 | ' | ' |
Foreign currency exchange rate changes | ' | ' | ' | 432,000 | ' | ' |
Fair Value of plan assets - end of period | ' | ' | ' | ' | 16,242,000 | ' |
Assumptions: | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | ' | ' | ' | 3.00% | ' | ' |
Long-term return on plan assets (as a percent) | ' | ' | ' | 3.00% | ' | ' |
Price inflation (as a percent) | ' | ' | ' | 3.10% | ' | ' |
Pension cost | ' | ' | ' | ' | ' | ' |
Interest cost | ' | ' | ' | 296,000 | 529,000 | ' |
Expected return on plan assets | ' | ' | ' | -332,000 | -472,000 | ' |
Amortization of net actuarial loss | ' | ' | ' | 267,000 | 531,000 | ' |
Pension cost total | ' | ' | ' | $231,000 | $588,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 16, 2011 | Sep. 17, 2008 | Dec. 02, 2010 | |
Monitronics and Tel-Star Alarms, Inc. | Creative/Media business | Content Distribution business | ||||
Future minimum lease payments | ' | ' | ' | ' | ' | ' |
2014 | $5,857,000 | ' | ' | ' | ' | ' |
2015 | 4,236,000 | ' | ' | ' | ' | ' |
2016 | 3,351,000 | ' | ' | ' | ' | ' |
2017 | 204,000 | ' | ' | ' | ' | ' |
2018 | 152,000 | ' | ' | ' | ' | ' |
Thereafter | 2,941,000 | ' | ' | ' | ' | ' |
Sublease income | -8,347,000 | ' | ' | ' | ' | ' |
Minimum lease commitments | 8,394,000 | ' | ' | ' | ' | ' |
Rent expense for noncancelable operating leases | ' | ' | ' | ' | ' | ' |
Rent expense | 2,468,000 | 2,051,000 | 2,261,000 | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' | ' | ' | ' |
Deductible basket for indemnification obligations with respect to losses from breach of any representations and warranties | ' | ' | ' | ' | 1,000,000 | 1,600,000 |
Cap for losses for indemnification obligations with respect to losses from breach of any representations and warranties | ' | ' | ' | ' | 10,500,000 | 19,400,000 |
Amount in escrow deposit for satisfaction of potential indemnification claims | ' | ' | ' | ' | 7,000,000 | ' |
Amount awarded to plaintiff | ' | ' | ' | 8,600,000 | ' | ' |
Portion of award was covered by insurance | ' | ' | ' | 6,000,000 | ' | ' |
Amount held in escrow related to certain financial obligations | ' | ' | ' | $2,640,000 | ' | ' |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $132,758 | $115,844 | $102,273 | $100,158 | $95,090 | $84,667 | $83,315 | $81,881 | $451,033 | $344,953 | $311,898 |
Operating income | 16,696 | 13,383 | 19,096 | 22,381 | 19,407 | 4,045 | 12,425 | 13,765 | 71,556 | 49,642 | 22,341 |
Net income (loss) | ($12,671) | ($12,561) | $65 | $2,760 | ($1,335) | ($15,607) | ($7,193) | ($5,214) | ($22,407) | ($29,349) | $19,888 |
Basic and diluted net income (loss) per common share | ' | ' | ' | ' | ($0.10) | ($1.11) | ($0.51) | ($0.37) | ($1.61) | ($2.09) | $1.40 |
Basic net income (loss) per common share (in dollars per share) | ($0.92) | ($0.90) | $0.01 | $0.20 | ' | ' | ' | ' | ' | ' | ' |
Diluted net (income) loss per common share (in dollars per share) | ($0.92) | ($0.90) | $0 | $0.19 | ' | ' | ' | ' | ' | ' | ' |