Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 13, 2015 |
Entity Registrant Name | Ascent Capital Group, Inc. | ||
Entity Central Index Key | 1437106 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $848,300 | ||
Series A Common Stock | |||
Entity Common Stock, Shares Outstanding | 13,161,399 | ||
Series B Common Stock | |||
Entity Common Stock, Shares Outstanding | 384,086 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $12,612 | $44,701 |
Restricted cash | 18 | 40 |
Marketable securities, at fair value | 122,593 | 129,496 |
Trade receivables, net of allowance for doubtful accounts of $2,120 in 2014 and $1,937 in 2013 | 13,796 | 13,019 |
Deferred income tax assets, net | 6,346 | 7,128 |
Income taxes receivable | 0 | 7 |
Prepaid and other current assets | 8,546 | 8,400 |
Assets held for sale | 18,935 | 1,231 |
Total current assets | 182,846 | 204,022 |
Property and equipment, net of accumulated depreciation of $30,030 in 2014 and $35,528 in 2013 | 36,010 | 56,528 |
Subscriber accounts, net of accumulated amortization of $736,824 in 2014 and $503,497 in 2013 | 1,373,630 | 1,340,954 |
Dealer network and other intangible assets, net of accumulated amortization of $54,077 in 2014 and $34,297 in 2013 | 44,855 | 64,635 |
Goodwill | 527,502 | 527,502 |
Other assets, net | 27,520 | 32,152 |
Total assets | 2,192,363 | 2,225,793 |
Current liabilities: | ||
Accounts payable | 6,781 | 7,096 |
Accrued payroll and related liabilities | 4,077 | 3,602 |
Other accrued liabilities | 30,727 | 34,431 |
Deferred revenue | 14,945 | 14,379 |
Holdback liability | 19,046 | 19,758 |
Current portion of long-term debt | 9,166 | 9,166 |
Liabilities of discontinued operations | 6,401 | 7,136 |
Total current liabilities | 91,143 | 95,568 |
Non-current liabilities: | ||
Long-term debt | 1,618,324 | 1,572,098 |
Long-term holdback liability | 5,156 | 6,698 |
Derivative financial instruments | 5,780 | 2,013 |
Deferred income tax liability, net | 15,875 | 16,851 |
Other liabilities | 16,397 | 17,808 |
Total liabilities | 1,752,675 | 1,711,036 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value. Authorized 5,000,000 shares; no shares issued | 0 | 0 |
Additional paid-in capital | 1,441,291 | 1,470,056 |
Accumulated deficit | -994,931 | -957,179 |
Accumulated other comprehensive income (loss), net | -6,808 | 1,739 |
Total stockholders’ equity | 439,688 | 514,757 |
Total liabilities and stockholders’ equity | 2,192,363 | 2,225,793 |
Series A Common Stock | ||
Stockholders' equity: | ||
Common stock | 132 | 137 |
Series B Common Stock | ||
Stockholders' equity: | ||
Common stock | 4 | 4 |
Series C Common stock | ||
Stockholders' equity: | ||
Common stock | $0 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade receivables, allowance for doubtful accounts (in dollars) | $2,120 | $1,937 |
Property and equipment, accumulated depreciation (in dollars) | 30,030 | 35,528 |
Subscriber accounts, accumulated amortization (in dollars) | 736,824 | 503,497 |
Dealer network and other intangible assets, accumulated amortization (in dollars) | $54,077 | $34,297 |
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 | 13,162,095 | 13,672,674 |
Common stock, outstanding shares | 13,162,095 | 13,672,674 |
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 | 384,086 | 384,212 |
Common stock, outstanding shares | 384,086 | 384,212 |
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 |
Common stock, outstanding shares | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Net revenue | $539,449 | $451,033 | $344,953 |
Operating expenses: | |||
Cost of services | 94,713 | 74,136 | 49,978 |
Selling, general, and administrative, including stock-based compensation | 102,109 | 92,002 | 73,868 |
Amortization of subscriber accounts, dealer network and other intangible assets | 253,403 | 208,760 | 163,468 |
Depreciation | 10,145 | 8,941 | 8,404 |
Restructuring charges | 952 | 1,111 | 0 |
Gain on disposal of operating assets, net | -71 | -5,473 | -8,670 |
Loss on pension plan settlements | 0 | 0 | 6,571 |
Impairment of assets held for sale | 0 | 0 | 1,692 |
Total operating expenses | 461,251 | 379,477 | 295,311 |
Operating income | 78,198 | 71,556 | 49,642 |
Other income (expense), net: | |||
Interest income | 3,590 | 3,752 | 4,011 |
Interest expense | -117,464 | -95,836 | -71,467 |
Realized and unrealized loss on derivative financial instruments | 0 | 0 | -2,044 |
Refinancing expense | 0 | 0 | -6,245 |
Other income, net | 1,648 | 2,198 | 3,696 |
Total other income (expense), net | -112,226 | -89,886 | -72,049 |
Loss from continuing operations before income taxes | -34,028 | -18,330 | -22,407 |
Income tax expense from continuing operations | -3,420 | -3,270 | -2,594 |
Net loss from continuing operations | -37,448 | -21,600 | -25,001 |
Discontinued operations: | |||
Earnings (loss) from discontinued operations | -304 | 169 | -3,742 |
Income tax expense from discontinued operations | 0 | -40 | -606 |
Earnings (loss) from discontinued operations, net of income tax | -304 | 129 | -4,348 |
Net loss | -37,752 | -21,471 | -29,349 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | -382 | 121 | 256 |
Unrealized holding gains (losses) on marketable securities, net | -3,286 | -1,169 | 2,543 |
Unrealized gain (loss) on derivative contracts, net | -4,879 | 12,317 | -12,243 |
Pension liability adjustment | 0 | 0 | 4,690 |
Total other comprehensive income (loss), net of tax | -8,547 | 11,269 | -4,754 |
Comprehensive loss | ($46,299) | ($10,202) | ($34,103) |
Basic earnings (loss) per share: | |||
Continuing operations (in dollars per share) | ($2.75) | ($1.55) | ($1.78) |
Discontinued operations (in dollars per share) | ($0.02) | $0.01 | ($0.31) |
Net loss (in dollars per share) | ($2.77) | ($1.54) | ($2.09) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($37,752) | ($21,471) | ($29,349) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss (earnings) from discontinued operations, net of income tax | 304 | -129 | 4,348 |
Amortization of subscriber accounts, dealer network and other intangible assets | 253,403 | 208,760 | 163,468 |
Depreciation | 10,145 | 8,941 | 8,404 |
Stock-based compensation | 7,164 | 8,174 | 5,298 |
Deferred income tax expense (benefit) | -192 | 203 | 436 |
Gain on disposal of operating assets, net | -71 | -5,473 | -8,670 |
Unrealized gain on derivative financial instruments | 0 | 0 | -6,793 |
Refinancing expense | 0 | 0 | 6,245 |
Long-term debt amortization | 4,392 | 2,302 | 4,473 |
Loss on pension plan settlements | 0 | 0 | 6,571 |
Impairment of assets held for sale | 0 | 0 | 1,692 |
Other non-cash activity, net | 12,242 | 11,028 | 9,066 |
Changes in assets and liabilities: | |||
Trade receivables | -8,926 | -8,165 | -5,778 |
Prepaid expenses and other assets | 62 | 8,638 | -3,579 |
Payables and other liabilities | -5,862 | -525 | 3,930 |
Operating activities from discontinued operations, net | -1,039 | -50 | -12,972 |
Net cash provided by operating activities | 233,870 | 212,233 | 146,790 |
Cash flows from investing activities: | |||
Capital expenditures | -7,769 | -9,939 | -6,076 |
Cost of subscriber accounts acquired | -268,160 | -234,914 | -304,665 |
Cash paid for acquisition, net of cash acquired | 0 | -478,738 | 0 |
Purchases of marketable securities | -4,603 | -21,770 | -99,667 |
Proceeds from sale of marketable securities | 7,842 | 33,415 | 0 |
Decrease in restricted cash | 22 | 2,600 | 55,963 |
Proceeds from the disposal of operating assets | 241 | 12,886 | 17,280 |
Other investing activities | -436 | -100 | 0 |
Net cash used in investing activities | -272,863 | -696,560 | -337,165 |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 169,000 | 639,075 | 1,277,900 |
Payments on long-term debt | -127,166 | -138,048 | -1,133,387 |
Payments of financing costs | 0 | -11,136 | -46,721 |
Stock option exercises | 804 | 171 | 327 |
Purchases and retirement of common stock | -35,734 | -33,436 | -12,880 |
Bond hedge and warrant transactions, net | 0 | -6,107 | 0 |
Other financing activities | 0 | 87 | 0 |
Net cash provided by financing activities | 6,904 | 450,606 | 85,239 |
Net decrease in cash and cash equivalents | -32,089 | -33,721 | -105,136 |
Cash and cash equivalents at beginning of period | 44,701 | 78,422 | 183,558 |
Cash and cash equivalents at end of period | $12,612 | $44,701 | $78,422 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
In Thousands, unless otherwise specified | Series A Common Stock | Series B Common Stock | ||||
Beginning of Period at Dec. 31, 2011 | $550,678 | $135 | $7 | $1,461,671 | ($906,359) | ($4,776) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | -29,349 | -29,349 | ||||
Other comprehensive loss | -4,754 | -4,754 | ||||
Stock awards and option exercises | 327 | 1 | 326 | |||
Purchases and retirement of common stock | -12,880 | -2 | -12,878 | |||
Stock-based compensation | 5,298 | 5,298 | ||||
Value of shares withheld for tax liability | -717 | -717 | ||||
Ending of Period at Dec. 31, 2012 | 508,603 | 134 | 7 | 1,453,700 | -935,708 | -9,530 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | -21,471 | -21,471 | ||||
Other comprehensive loss | 11,269 | 11,269 | ||||
Stock issued as considerations for the Security Networks Acquisition | 18,723 | 3 | 18,720 | |||
Stock awards and option exercises | 171 | 171 | ||||
Purchases and retirement of common stock | -33,436 | -3 | -33,433 | |||
Value of beneficial conversion option on the issuance of 4.00% Convertible Notes, net of the equity component of debt issuance costs | 29,857 | 29,857 | ||||
Bond hedge and warrant transactions, net | -6,107 | -6,107 | ||||
Stock-based compensation | 8,174 | 8,174 | ||||
Value of shares withheld for tax liability | -1,026 | -1,026 | ||||
Ending of Period at Dec. 31, 2013 | 514,757 | 137 | 4 | 1,470,056 | -957,179 | 1,739 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | -37,752 | -37,752 | ||||
Other comprehensive loss | -8,547 | -8,547 | ||||
Stock awards and option exercises | 804 | 804 | ||||
Purchases and retirement of common stock | -35,734 | -5 | -35,729 | |||
Stock-based compensation | 6,894 | 6,894 | ||||
Value of shares withheld for tax liability | -734 | -734 | ||||
Ending of Period at Dec. 31, 2014 | $439,688 | $132 | $4 | $1,441,291 | ($994,931) | ($6,808) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statement of Stockholders' Equity Condensed Consolidated Statement of Stockholders' Equity (Parenthetical) (Convertible Senior Notes 4% Due 2020) | Dec. 31, 2013 |
Convertible Senior Notes 4% Due 2020 | |
Stated interest rate on debt | 4.00% |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
On July 7, 2011, Ascent Media Corporation merged with its direct wholly owned subsidiary, Ascent Capital Group, Inc., for the purpose of changing its name to Ascent Capital Group, Inc. The accompanying Ascent Capital Group, Inc. (“Ascent Capital” or the “Company”) consolidated financial statements represent the financial position and results of operations of Ascent Capital and its consolidated subsidiaries. Monitronics International, Inc. (“Monitronics”) is the primary, wholly owned, operating subsidiary of the Company. 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 provides security alarm monitoring and related services to residential and business subscribers throughout the United States 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 have 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 (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | 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, 2014 and 2013 was $2,120,000 and $1,937,000, 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 | ||||||||||||
2014 | $ | 1,937 | 8,149 | (7,966 | ) | 2,120 | |||||||
2013 | $ | 1,436 | 7,342 | (6,841 | ) | 1,937 | |||||||
2012 | $ | 1,815 | 5,860 | (6,239 | ) | 1,436 | |||||||
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 10, Long-Term Debt, below. The Company’s other debt instruments are recorded at amortized cost on the consolidated balance sheet. See note 12, 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 7, Property and Equipment) | 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, including new subscriber contracts obtained in connection with a subscriber move, 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 acquisitions, 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 $233,327,000, $195,010,000 and $153,388,000 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Based on subscriber accounts held at December 31, 2014, estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): | |||||||||||||
2015 | $ | 217,469 | |||||||||||
2016 | $ | 182,768 | |||||||||||
2017 | $ | 153,602 | |||||||||||
2018 | $ | 129,063 | |||||||||||
2019 | $ | 108,549 | |||||||||||
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 $19,780,000, $13,717,000 and $10,080,000 for the fiscal years ended December 31, 2014, 2013 and 2012, 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("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, 2014, 2013 and 2012, diluted EPS is computed the same as basic EPS because the Company recorded a loss from continuing operations, which would make potentially dilutive securities antidilutive. Diluted shares outstanding excluded 1,492,531 stock options and unvested restricted shares for the year ended December 31, 2014 because their inclusion would have been anti-dilutive. 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. | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted average Series A and Series B shares | 13,611,264 | 13,926,832 | 14,026,102 | ||||||||||
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, 2014, 2013 and 2012, net cash paid for income taxes was $2,718,000, $2,464,000 and $2,048,000, respectively. For the years ended December 31, 2014, 2013 and 2012, net cash paid for interest was $106,535,000, $88,252,000 and $52,327,000, respectively. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In April 2014, the FASB issued Accounting Standards Updated ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The update raises the threshold for disposals to qualify as discontinued operations, expands the disclosures related to individually material disposals that do not meet the definition of a discontinued operation. The ASU is effective for annual periods, beginning on or after December 15, 2014 and interim periods within that year. The Company does not expect the impact of adopting this ASU to be material to the Company's financial position, results of operations or cash flows. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the update, revenue will be recognized based on a five-step model. The core principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact that adopting this ASU will have on its financial position, results of operations and cash flows. |
Security_Networks_Acquisition
Security Networks Acquisition | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Security Networks Acquisition | 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 Security Networks Acquisition was accounted for as a business combination utilizing the acquisition method in accordance with FASB ASC Topic 805, Business Combinations ("FASB ASC Topic 805"). 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 estimates of fair value. In connection with the Security Networks Acquisition, the Company recognized goodwill of $177,289,000. | ||||||||
The Company’s 2013 Form 10-K included an initial allocation of the purchase price based on preliminary data. Subsequent to filing the Company’s 2013 Form 10-K, an adjustment was made to increase goodwill by $989,000, which is reflected in the revised December 31, 2013 consolidated balance sheet in accordance with FASB ASC Topic 805. The increase to goodwill was related to adjustments to the deferred income tax liabilities acquired as a result of obtaining Security Networks' final short period federal and state income tax returns for 2013, which were filed in the second quarter of 2014. The increase to the acquired deferred income tax liabilities for this adjustments resulted in a $936,000 reduction in Monitronics' valuation allowance. In accordance with FASB ASC Topic 805, the corresponding decrease in income tax expense from continuing operations related to the reduction in valuation allowance has been retrospectively applied to the revised year ended December 31, 2013 consolidated statements of operations and comprehensive income (loss). | ||||||||
The following table includes unaudited pro-forma information for the Company, which includes the historical operating results of Security Networks prior to ownership by the Company. 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 (a) | $ | 451,033 | $ | 344,953 | ||||
Net loss from continuing operations (c) | (21,600 | ) | (25,001 | ) | ||||
Basic and diluted net loss from continuing operations per share | $ | (1.55 | ) | $ | (1.78 | ) | ||
Supplemental pro-forma: | ||||||||
Net revenue (b) | $ | 515,792 | $ | 420,716 | ||||
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 for the 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 reduced deferred revenue acquired in the Security Networks Acquisition. | |||||||
(c) | As reported net loss from continuing operations and the pro-forma net loss from continuing operations for the year ended December 31, 2013 include non-recurring acquisition costs incurred by Monitronics of $2,470,000. |
Investments_in_Marketable_Secu
Investments in Marketable Securities | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Investments, Debt and Equity Securities [Abstract] | |||||||
Investments in Marketable Securities | Investments in Marketable Securities | ||||||
Ascent Capital owns marketable securities primarily consisting of diversified corporate bond funds. The following table presents the activity of these investments, which have all been classified as available-for-sale securities (amounts in thousands): | |||||||
Year Ended December 31, | |||||||
2014 | 2013 | ||||||
Beginning balance | $ | 129,496 | 142,587 | ||||
Purchases at cost basis | 4,603 | 21,770 | |||||
Sales at cost basis (a) | (8,220 | ) | (33,692 | ) | |||
Realized and unrealized losses, net | (3,286 | ) | (1,169 | ) | |||
Ending balance | $ | 122,593 | 129,496 | ||||
(a) For the year ended December 31, 2014, total proceeds from the sale of marketable securities were $7,842,000 resulting in a loss of $378,000. For the year ended December 31, 2013, total proceeds from the sale of marketable securities were $33,415,000 resulting in a loss of $277,000. | |||||||
The following table presents the changes in Accumulated other comprehensive income (loss) on the consolidated balance sheets for unrealized and realized gains and losses of the investments in marketable securities (amounts in thousands): | |||||||
Year Ended December 31, | |||||||
2014 | 2013 | ||||||
Accumulated other comprehensive income (loss) | |||||||
Beginning Balance | $ | 1,498 | 2,667 | ||||
Unrealized losses, net of income tax of $0 | (3,664 | ) | (1,446 | ) | |||
Realized losses recognized into earnings, net of income tax of $0 (a) | 378 | 277 | |||||
Ending Balance | $ | (1,788 | ) | 1,498 | |||
(a) The realized losses of sales of marketable securities for the years ended December 31, 2014 and 2013 are 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, 2014 | |
Property, Plant and Equipment [Abstract] | |
Assets Held for Sale | Assets Held for Sale |
In 2014, the Company reclassified $17,704,000 of land and building, net of accumulated depreciation, to Assets held for sale on the consolidated balance sheet. At December 31, 2014, the Company has $18,935,000 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_Notes
Property and Equipment (Notes) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property, Plant and Equipment [Abstract] | |||||||
Property and Equipment | Property and Equipment | ||||||
Property and equipment consist of the following (amounts in thousands): | |||||||
As of December 31, | |||||||
2014 | 2013 | ||||||
Property and equipment, net: | |||||||
Land | $ | 9,007 | 21,644 | ||||
Buildings and leasehold improvements | 12,566 | 31,423 | |||||
Machinery and equipment | 44,467 | 38,989 | |||||
66,040 | 92,056 | ||||||
Accumulated depreciation | (30,030 | ) | (35,528 | ) | |||
$ | 36,010 | 56,528 | |||||
Depreciation expense for property and equipment was $10,145,000, $8,941,000 and $8,404,000 for the years ended December 31, 2014, 2013 and 2012, respectively. |
Goodwill_Notes
Goodwill (Notes) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | Goodwill | |||
The following table provides the activity and balances of goodwill (amounts in thousands): | ||||
Balance at December 31, 2012 | $ | 350,213 | ||
Security Networks Acquisition | 177,289 | |||
Balance at December 31, 2013 | 527,502 | |||
Period activity | — | |||
Balance at December 31, 2014 | $ | 527,502 | ||
In connection with the Company’s 2014 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, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Other Accrued Liabilities | Other Accrued Liabilities | |||||||
Other accrued liabilities consisted of the following (amounts in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Interest payable | $ | 15,594 | $ | 15,455 | ||||
Income taxes payable | 3,577 | 2,744 | ||||||
Legal accrual | 872 | 1,378 | ||||||
Other | 10,684 | 14,854 | ||||||
Total Other accrued liabilities | $ | 30,727 | $ | 34,431 | ||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Long-Term Debt | |||||||
Long-term debt consisted of the following (amounts in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | $ | 77,531 | $ | 74,189 | ||||
Monitronics 9.125% Senior Notes due April 1, 2020 | 585,251 | 585,282 | ||||||
Monitronics term loans, mature March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% (a) | 894,208 | 902,293 | ||||||
Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% (a) | 70,500 | 19,500 | ||||||
1,627,490 | 1,581,264 | |||||||
Less current portion of long-term debt | (9,166 | ) | (9,166 | ) | ||||
Long-term debt | $ | 1,618,324 | $ | 1,572,098 | ||||
(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 are convertible, under certain circumstances, into cash, shares of Series A Common Stock or any combination thereof at Ascent Capital’s election. The Convertible Notes 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”) 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 Series A Common Stock per $1,000 principal amount of Convertible Notes (subject to adjustment in certain situations), which represents an initial conversion price per share of Series A Common Stock of approximately $102.804 (the “Conversion Price”). Ascent Capital is entitled to settle any such conversion by delivery of cash, shares of Series A Common Stock or any combination thereof at Ascent’s election. In addition, Noteholders 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 | As of | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Principal | $ | 103,500 | $ | 103,500 | ||||
Unamortized discount | (25,969 | ) | (29,311 | ) | ||||
Carrying value | $ | 77,531 | $ | 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 $4,140,000 and $1,897,500 on the Convertible Notes for the years ended December 31, 2014 and 2013, respectively. The Company amortized $3,342,000 and $1,425,000 of the Convertible Notes debt discount into interest expense for the years ended December 31, 2014 and 2013, respectively. | ||||||||
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 Series A 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 Series A 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 Series A 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 Series A 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 Series A Common Stock, subject to anti-dilution adjustments, as the Bond Hedge Transactions. The Warrant Transactions require Ascent Capital to deliver Series A 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 Series A 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 Series A 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 July 17, 2013, Monitronics closed on a $175,000,000 privately placed debt offering of 9.125% Senior Notes (the “New 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 New Senior Notes, together with the existing $410,000,000 of 9.125% Senior Notes due 2020 (collectively, the “Senior Notes”), total $585,000,000 in principal, 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. | ||||||||
The Senior Notes are guaranteed by all of Monitronics’ existing domestic 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 under the effective interest rate method as a credit to interest expense over the remaining maturity of the Monitronics’ Senior Notes. | ||||||||
Credit Facility | ||||||||
On March 25, 2013, Monitronics entered into an amendment (“Amendment No. 2”) with the lenders of its existing senior secured credit agreement dated March 23, 2012, and as amended and restated on November 7, 2012 (the “Existing Credit Agreement”). Pursuant to Amendment No. 2, Monitronics repriced the interest rates applicable to the Existing Credit Agreement’s facility (the “Repricing”), which is comprised of the term loans and revolving credit facility noted in the table 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 Existing 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 Existing Credit Agreement, each as set forth in Amendment No. 3 (the Existing Credit Agreement together with 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, 2014, $154,500,000 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 domestic subsidiaries. Ascent Capital has not guaranteed any of Monitronics’ obligations under the Credit Facility. | ||||||||
As of December 31, 2014, the Company has deferred financing costs, net of accumulated amortization, of $22,675,000 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 March of 2012, as a result of retiring Monitronics' former credit facility and securitization debt, and settling the derivative contracts related to this prior debt (the "2012 Refinancing"), the Company accelerated amortization of the securitization debt premium and certain deferred financing costs, 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): | ||||||||
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 has entered into interest rate swap agreements with terms similar to the Credit Facility term loans. On March 25, 2013, Monitronics negotiated amendments to the terms of its existing swap agreements to coincide with the Repricing. In the third quarter of 2013, Monitronics entered into 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 11, 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 Notes, the Senior Notes and the Credit Facility provide for certain financial and nonfinancial covenants. As of December 31, 2014, 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): | ||||||||
2015 | $ | 9,166 | ||||||
2016 | 9,166 | |||||||
2017 | 79,667 | |||||||
2018 | 870,800 | |||||||
2019 | — | |||||||
2020 | 688,500 | |||||||
Thereafter | — | |||||||
Total principal payments | $ | 1,657,299 | ||||||
Less: | ||||||||
Unamortized discounts and premium, net | 29,809 | |||||||
Total debt on consolidated balance sheet | $ | 1,627,490 | ||||||
Derivatives
Derivatives | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Derivatives | 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 12, Fair Value Measurements, for additional information about the credit valuation adjustments. | |||||||||||
At December 31, 2014, derivative financial instruments include one interest rate swap with a fair value of $1,123,000, that constitutes an asset of the Company and three interest rate swaps with a fair value $5,780,000 that constitute a liability of the Company. 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. The Swaps are included in Other assets, net and Derivative financial instruments on the consolidated balance sheets. As of December 31, 2014 and 2013 no amounts were offset for certain derivatives' fair value that were recognized under a master netting agreement with the same counterparty. | |||||||||||
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. | |||||||||||
All of the 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 income (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 income (loss) are reclassified to Interest expense when the hedged interest payments on the underlying debt are recognized. Amounts in Accumulated other comprehensive income (loss) expected to be recognized in Interest expense in the coming 12 months total approximately $7,297,000. | |||||||||||
The Swaps’ outstanding notional balance as of December 31, 2014 and terms are noted below: | |||||||||||
Notional | Effective Date | Fixed | Variable Rate Received | ||||||||
Rate Paid | |||||||||||
$ | 534,875,000 | March 28, 2013 | 1.88% | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | |||||||
141,737,500 | March 28, 2013 | 1.38% | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | ||||||||
110,804,020 | September 30, 2013 | 1.96% | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor | ||||||||
111,804,020 | 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, which were entered into in March 2012 (the "Existing Swap Agreements"), to coincide with the Repricing (as amended, 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 income (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): | |||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss) | $ | (12,560 | ) | 7,014 | (15,715 | ) | |||||
Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss (a) | $ | (7,681 | ) | (5,303 | ) | (3,472 | ) | ||||
Ineffective portion of amount of gain recognized into Net loss on interest rate swaps (a) | $ | 46 | 24 | — | |||||||
(a) Amounts are included in Interest expense in the unaudited consolidated statements of operations and comprehensive income (loss). |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
According to the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board Accounting Standards Codification, 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, 2014 and December 31, 2013 (amounts in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
31-Dec-14 | ||||||||||||||||
Money market funds (a) | $ | 8,492 | — | — | 8,492 | |||||||||||
Investments in marketable securities (b) | 117,765 | 4,828 | — | 122,593 | ||||||||||||
Derivative financial instruments - assets (c) | — | 1,123 | — | 1,123 | ||||||||||||
Derivative financial instruments - liabilities | — | (5,780 | ) | — | (5,780 | ) | ||||||||||
Total | $ | 126,257 | $ | 171 | $ | — | $ | 126,428 | ||||||||
31-Dec-13 | ||||||||||||||||
Money market funds (a) | $ | 27,710 | — | — | 27,710 | |||||||||||
Investments in marketable securities (b) | 124,921 | 4,575 | — | 129,496 | ||||||||||||
Derivative financial instruments - assets (c) | — | 2,495 | — | 2,495 | ||||||||||||
Derivative financial instruments - liabilities | — | (2,013 | ) | — | (2,013 | ) | ||||||||||
Total | $ | 152,631 | $ | 5,057 | $ | — | $ | 157,688 | ||||||||
(a) | Included in cash and cash equivalents on the consolidated balance sheets. | |||||||||||||||
(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. | |||||||||||||||
(c) | Included in Other assets, net on the consolidated balance sheets. | |||||||||||||||
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 derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by their 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. As of December 31, 2014, 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 its derivative valuations are classified in Level 2 of the fair value hierarchy. | ||||||||||||||||
Carrying values and fair values of financial instruments that are not carried at fair value are as follows (amounts in thousands): | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||
Long term debt, including current portion: | ||||||||||||||||
Carrying value | $ | 1,627,490 | $ | 1,581,264 | ||||||||||||
Fair value (a) | 1,590,809 | 1,667,671 | ||||||||||||||
(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, 2014 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Restructuring Charges | 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 receive benefits upon completion of the transition in 2014. Severance costs related to the 2013 Restructuring Plan were recognized ratably over the future service period. During the years ended December 31, 2014 and 2013 the Company recorded $952,000 and $1,111,000, respectively, of restructuring charges related to employee termination benefits under the 2013 Restructuring Plan. The transition of Security Networks' operations to Dallas was completed in the second quarter of 2014. | ||||||||||||||||
In 2008 through 2010, the Company completed restructuring plans (the "2010 Restructuring Plans" and the “2008 Restructuring Plan”) to align the Company’s organization with its strategic goals and how it operated, managed and sold its services. The 2010 Restructuring Plan included severance and retention costs in relation to Ascent's former media and entertainment businesses that were sold off in 2010 and the beginning of 2011. The 2008 Restructuring Plan included severance costs from labor cost mitigation measures undertaken across all of the former 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. There were no restructuring charges recorded for both the 2010 Restructuring Plan and 2008 Restructuring Plan for the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||||
The following tables provide the activity and balances of the Company’s restructuring plans (amounts in thousands): | ||||||||||||||||
31-Dec-13 | Additions | Payments | Other | 31-Dec-14 | ||||||||||||
2013 Restructuring Plan | ||||||||||||||||
Severance and retention | $ | 1,570 | 952 | (2,388 | ) | — | 134 | |||||||||
2008 Restructuring Plan | ||||||||||||||||
Excess facility costs | $ | 141 | — | — | — | 141 | ||||||||||
31-Dec-12 | Additions | Payments | Other | 31-Dec-13 | ||||||||||||
2013 Restructuring Plan | ||||||||||||||||
Severance and retention | $ | — | 1,111 | (33 | ) | 492 | (a) | 1,570 | ||||||||
2008 Restructuring Plan | ||||||||||||||||
Excess facility costs | $ | 141 | — | — | — | 141 | ||||||||||
31-Dec-11 | Additions | Payments | Other | 31-Dec-12 | ||||||||||||
2010 Restructuring Plan | ||||||||||||||||
Severance and retention | $ | 1,886 | — | (1,886 | ) | — | — | |||||||||
2008 Restructuring Plan | ||||||||||||||||
Excess facility costs | $ | 236 | — | (95 | ) | — | 141 | |||||||||
(a) Amount was recorded upon the acquisition of Security Networks. |
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Income Tax Disclosure [Text Block] | Income Taxes | |||||||||
Components of pretax income (loss) from continuing operations by jurisdiction are as follows (amounts in thousands): | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Domestic | $ | (34,383 | ) | (18,625 | ) | (22,727 | ) | |||
Foreign | 355 | 295 | 320 | |||||||
Loss from continuing operations before taxes | $ | (34,028 | ) | (18,330 | ) | (22,407 | ) | |||
The Company’s income tax benefit (expense) from continuing operations is as follows (amounts in thousands): | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | — | — | 89 | ||||||
State | (3,527 | ) | (2,953 | ) | (2,310 | ) | ||||
Foreign | (85 | ) | (114 | ) | 63 | |||||
(3,612 | ) | (3,067 | ) | (2,158 | ) | |||||
Deferred: | ||||||||||
Federal | (3,292 | ) | 3,343 | (405 | ) | |||||
State | 3,384 | (3,596 | ) | (8 | ) | |||||
Foreign | 100 | 50 | (23 | ) | ||||||
192 | (203 | ) | (436 | ) | ||||||
Total income tax expense from continuing operations | $ | (3,420 | ) | (3,270 | ) | (2,594 | ) | |||
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, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Computed expected tax benefit | $ | 11,910 | 6,416 | 7,842 | ||||||
State and local income taxes, net of federal benefit | (93 | ) | (4,257 | ) | (1,507 | ) | ||||
Change in valuation allowance affecting income tax expense | (11,232 | ) | (2,345 | ) | (8,745 | ) | ||||
Income (expense) not resulting in tax impact | (694 | ) | (1,539 | ) | 92 | |||||
Tax amortization of indefinite-lived assets | (3,292 | ) | (1,481 | ) | (431 | ) | ||||
Other, net | (19 | ) | (64 | ) | 155 | |||||
Income tax expense | $ | (3,420 | ) | (3,270 | ) | (2,594 | ) | |||
Components of deferred tax assets and liabilities are as follows (amounts in thousands): | ||||||||||
As of December 31, | ||||||||||
2014 | 2013 | |||||||||
Current assets: | ||||||||||
Accounts receivable reserves | $ | 1,301 | 1,224 | |||||||
Accrued liabilities | 10,085 | 12,099 | ||||||||
Total current deferred tax assets | 11,386 | 13,323 | ||||||||
Valuation allowance | (3,809 | ) | (3,766 | ) | ||||||
7,577 | 9,557 | |||||||||
Noncurrent assets: | ||||||||||
Net operating loss carryforwards | 162,994 | 135,863 | ||||||||
Derivative financial instruments | 1,682 | — | ||||||||
Other | 11,410 | 8,704 | ||||||||
Total noncurrent deferred tax assets | 176,086 | 144,567 | ||||||||
Valuation allowance | (59,405 | ) | (38,752 | ) | ||||||
116,681 | 105,815 | |||||||||
Deferred tax assets, net | 124,258 | 115,372 | ||||||||
Current liabilities: | ||||||||||
Other | (1,231 | ) | (2,429 | ) | ||||||
Noncurrent liabilities: | ||||||||||
Intangible assets | (123,068 | ) | (110,654 | ) | ||||||
Convertible notes | (9,388 | ) | (10,745 | ) | ||||||
Property, plant and equipment | (100 | ) | (1,237 | ) | ||||||
Other | — | (30 | ) | |||||||
(132,556 | ) | (122,666 | ) | |||||||
Total deferred tax liabilities | (133,787 | ) | (125,095 | ) | ||||||
Net deferred tax liabilities | $ | (9,529 | ) | (9,723 | ) | |||||
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, | ||||||||||
2014 | 2013 | |||||||||
Current deferred income tax assets, net | $ | 6,346 | 7,128 | |||||||
Long-term deferred income tax liabilities, net | (15,875 | ) | (16,851 | ) | ||||||
Net deferred tax liabilities | $ | (9,529 | ) | (9,723 | ) | |||||
For the year ended December 31, 2014, the valuation allowance increased by $20,696,000. The change in the valuation allowance is attributable to an increase of $11,232,000 related to federal income tax expense, a decrease in deferred tax liabilities of $1,357,000 related to the Convertible Notes, an increase of $2,903,000 related to changes in the derivative and marketable securities fair values recorded in other comprehensive income and $5,204,000 of other adjustments to deferred taxes. | ||||||||||
The excess tax benefits associated with the exercise of non-qualified stock options and vesting of restricted stock awards from the Company’s incentive plans, for 2014 and 2013 in the amount of $2,115,000 and $1,553,000, 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. The 2014 amount is included with the federal and state NOL carryforwards disclosed below. | ||||||||||
At December 31, 2014, the Company has $450,132,000, $71,819,000 and $81,790,000 in net operating loss carryforwards for federal, California and other state tax purposes, respectively. The federal net operating losses expire at various times from 2025 through 2034. The state net operating loss carryforwards will expire during the years 2015 through 2034. Approximately $129,521,000 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 $1,040,000 of state credits that will expire through year 2026. | ||||||||||
As of December 31, 2014, the 2011 to 2014 tax years remain open to examination by the IRS and the 2010 to 2014 tax years remain open to examination by certain state tax authorities. The Company’s foreign tax returns subsequent to 2010 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, | ||||||||||
2014 | 2013 | 2012 | ||||||||
As of the beginning of the year | $ | 247 | 247 | 410 | ||||||
Increases for tax positions of current years | 4 | — | — | |||||||
Reductions for tax positions of prior years | (60 | ) | — | (163 | ) | |||||
As of the end of the year | $ | 191 | 247 | 247 | ||||||
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, 2014 accrued interest and penalties related to uncertain tax positions were approximately $65,000. 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 (Notes) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
Stock-based and Long-Term Compensation | 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. There were no options granted in 2014 and 2013. The weighted average assumptions used in the model for 2012 grants are as follows: | |||||||
2012 | |||||||
Risk-free interest rate | 0.66 | % | |||||
Estimated life in years | 5.36 | ||||||
Dividend yield | — | % | |||||
Volatility | 40.16 | % | |||||
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 | WAEP | ||||||
Common Stock Options | |||||||
Outstanding at January 1, 2014 | 1,288,136 | $ | 41.42 | ||||
Granted | — | $ | — | ||||
Exercised | (22,249 | ) | $ | 36.17 | |||
Forfeited | (3,000 | ) | $ | 50.47 | |||
Outstanding at December 31, 2014 | 1,262,887 | $ | 41.5 | ||||
Exercisable at December 31, 2014 | 732,542 | $ | 29.56 | ||||
The intrinsic value of outstanding stock option awards and exercisable stock option awards at December 31, 2014 was $17,690,000 and $17,118,000, respectively. The weighted average remaining contractual life of outstanding and exercisable awards at December 31, 2014 was 4.0 years and 3.6 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, 2014 | 236,403 | $ | 57.32 | ||||
Granted | 36,797 | $ | 61.62 | ||||
Vested | (42,656 | ) | $ | 51.47 | |||
Canceled | (900 | ) | $ | 50.47 | |||
Outstanding at December 31, 2014 | 229,644 | $ | 59.12 | ||||
There were no outstanding Series B restricted stock awards as of December 31, 2014. | |||||||
As of December 31, 2014, the total compensation cost related to unvested equity awards was approximately $14,646,000. 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, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||
Stockholders' Equity | 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, 2014, 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, 2014, 13,162,095 shares of Series A common stock were issued and outstanding and 384,086 shares of Series B common stock were issued and 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, 2014, no shares of Ascent Capital Series C common stock were issued or outstanding. | ||||||||||||||||
On June 16, 2011, the Company announced that it received authorization to implement a stock repurchase program, pursuant to which it may purchase up to $25,000,000 of its shares of Series A Common Stock from time to time. 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. On November 10, 2014, the Company announced the Board of Directors' authorization of a further increase of $25,000,000 to the Company's stock repurchase program (the "Share Repurchase Authorizations"). | ||||||||||||||||
During 2014, the Company repurchased 557,309 shares of its Series A common stock at an average purchase price of $64.12 per share for a total of approximately $35,734,000 pursuant to the Share Repurchase Authorizations. There were no stock repurchases pursuant to the Share Repurchase Authorizations during 2013. During 2012, the Company repurchased 234,728 shares of its Series A common stock at an average purchase price of $54.87 per share for a total of approximately $12,880,000 pursuant to the Share Repurchase Authorizations. These repurchased shares were all canceled and returned to the status of authorized and unissued. | ||||||||||||||||
On October 25, 2013, the Company purchased 351,734 shares of Ascent Capital’s Series B common stock (the “Purchased Shares”) from John C. Malone for aggregate cash consideration of approximately $33,436,000. The Purchased Shares were canceled and returned to the status of authorized and unissued. | ||||||||||||||||
The following table presents the activity in Ascent Capital’s Series A and Series B common stock for the three year period ended December 31, 2014: | ||||||||||||||||
Series A | Series B | |||||||||||||||
Common Stock | Common Stock | |||||||||||||||
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 canceled 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 canceled 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 | ||||||||||||||
Conversion from Series B to Series A shares | 126 | (126 | ) | |||||||||||||
Issuance of restricted stock | 36,797 | — | ||||||||||||||
Restricted stock canceled for forfeitures and tax withholding | (12,442 | ) | — | |||||||||||||
Stock option exercises | 22,249 | — | ||||||||||||||
Repurchases and retirements of Series A shares | (557,309 | ) | — | |||||||||||||
Balance at December 31, 2014 | 13,162,095 | 384,086 | ||||||||||||||
As of December 31, 2014, there were 1,262,887 shares of Ascent Capital Series A common stock reserved for issuance under exercise privileges of outstanding stock options. | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||
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, 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 | |||||||||||
Gain (loss) through Accumulated other comprehensive loss | (382 | ) | (3,664 | ) | (12,560 | ) | — | (16,606 | ) | |||||||
Reclassifications of loss (gains) into net income | — | 378 | 7,681 | — | 8,059 | |||||||||||
Balance at December 31, 2014 | $ | (215 | ) | (1,788 | ) | (4,805 | ) | — | (6,808 | ) | ||||||
(a) No income taxes were recorded on foreign currency translation amounts for 2014, 2013 and 2012 because the Company is subject to a full valuation allowance. | ||||||||||||||||
(b) No income taxes were recorded on the December 31, 2014, 2013 and 2012 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 5, Investments in Marketable Securities, for further information. | ||||||||||||||||
(c) No income taxes were recorded unrealized loss on derivative instrument amounts for 2014, 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 11, Derivatives, for further information. | ||||||||||||||||
(d) No income taxes were recorded on the pension adjustment for 2012 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 consolidated statement of operations. The remaining $4,320,000 is included in Loss on pension plan settlements on the consolidated statement of operations. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans |
Defined Contribution Plan | |
The Company offers a 401(k) defined contribution plan covering its full-time employees. The plan is funded by employee and employer contributions. Total 401(k) plan expense for the years ended December 31, 2014, 2013 and 2012 was $80,000, $125,000 and $113,000, respectively. |
Commitments_Contingencies_and_
Commitments, Contingencies and Other Liabilities | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments, Contingencies and Other Liabilities | Commitments, Contingencies and Other Liabilities | |||
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: | ||||
2015 | $ | 5,280 | ||
2016 | 5,475 | |||
2017 | 2,863 | |||
2018 | 2,710 | |||
2019 | 2,744 | |||
Thereafter | 33,132 | |||
Sublease income | (4,636 | ) | ||
Minimum lease commitments | $ | 47,568 | ||
Rent expense for noncancelable operating leases for real property and equipment was $3,664,000, $2,468,000 and $2,051,000 for the years ended December 31, 2014, 2013 and 2012, 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 the Company's former subsidiary, Ascent Media Group, LLC, 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. | ||||
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. |
Quarterly_Financial_Informatio
Quarterly Financial Information (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Quarterly Financial Information [Text Block] | Quarterly Financial Information (Unaudited) | ||||||||||||
1st | 2nd | 3rd | 4th | ||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||
Amounts in thousands, | |||||||||||||
except per share amounts | |||||||||||||
2014:00:00 | |||||||||||||
Net revenue | $ | 132,864 | 134,696 | 136,027 | 135,862 | ||||||||
Operating income | $ | 19,152 | 18,847 | 19,939 | 20,260 | ||||||||
Net loss | $ | (9,732 | ) | (10,278 | ) | (11,125 | ) | (6,617 | ) | ||||
Basic and diluted net loss per common share | $ | (0.70 | ) | (0.75 | ) | (0.82 | ) | (0.50 | ) | ||||
2013:00:00 | |||||||||||||
Net 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 | (7,738 | ) | (16,558 | ) | ||||||
Basic net income (loss) per common share | $ | 0.2 | 0.01 | (0.55 | ) | (1.20 | ) | ||||||
Diluted net (income) loss per common share | $ | 0.19 | 0 | (0.55 | ) | (1.20 | ) | ||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On February 17, 2015, Monitronics entered into an amendment (“Amendment No. 4”) with the lenders of its senior secured credit agreement dated March 23, 2012, and as amended and restated on August 16, 2013, March 25, 2013 and November 7, 2012. Amendment No. 4 provided for, among other things, an increase in the commitments under the revolving credit facility in a principal amount of $90,000,000. | |
On February 23, 2015, Monitronics acquired LiveWatch Security, LLC, a Do-It-Yourself (“DIY”) home security provider offering interactive and home automation services for approximately $67,000,000 which includes $6,000,000 of retention bonuses to be paid on the second anniversary of the closing (the "LiveWatch Acquisition"). The transaction was financed with debt under Monitronics' expanded revolver and cash contributions from Ascent Capital. | |
In connection with the LiveWatch Acquisition, Monitronics entered into employment agreements with certain key members of the LiveWatch management team which provide for a performance based bonus arrangement estimated to yield an aggregate payout of approximately $8,500,000 assuming certain performance metrics are met by LiveWatch during the first four years following the acquisition date and assuming the continued employment by the bonus recipient during such time. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
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, 2014 and 2013 was $2,120,000 and $1,937,000, 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 | ||||||||||||
2014 | $ | 1,937 | 8,149 | (7,966 | ) | 2,120 | |||||||
2013 | $ | 1,436 | 7,342 | (6,841 | ) | 1,937 | |||||||
2012 | $ | 1,815 | 5,860 | (6,239 | ) | 1,436 | |||||||
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 10, Long-Term Debt, below. The Company’s other debt instruments are recorded at amortized cost on the consolidated balance sheet. See note 12, 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 7, Property and Equipment) | 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, including new subscriber contracts obtained in connection with a subscriber move, 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 acquisitions, 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 $233,327,000, $195,010,000 and $153,388,000 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Based on subscriber accounts held at December 31, 2014, estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): | |||||||||||||
2015 | $ | 217,469 | |||||||||||
2016 | $ | 182,768 | |||||||||||
2017 | $ | 153,602 | |||||||||||
2018 | $ | 129,063 | |||||||||||
2019 | $ | 108,549 | |||||||||||
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 Networks 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 $19,780,000, $13,717,000 and $10,080,000 for the fiscal years ended December 31, 2014, 2013 and 2012, 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("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. | |||||||||||||
Derivatives 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 Translations | 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, 2014, 2013 and 2012, diluted EPS is computed the same as basic EPS because the Company recorded a loss from continuing operations, which would make potentially dilutive securities antidilutive. Diluted shares outstanding excluded 1,492,531 stock options and unvested restricted shares for the year ended December 31, 2014 because their inclusion would have been anti-dilutive. 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. | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted average Series A and Series B shares | 13,611,264 | 13,926,832 | 14,026,102 | ||||||||||
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, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Allowance for Credit Losses on Financing Receivables | 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 | ||||||||||||
2014 | $ | 1,937 | 8,149 | (7,966 | ) | 2,120 | |||||||
2013 | $ | 1,436 | 7,342 | (6,841 | ) | 1,937 | |||||||
2012 | $ | 1,815 | 5,860 | (6,239 | ) | 1,436 | |||||||
Property, Plant and Equipment | 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 7, Property and Equipment) | 3 - 5 years | ||||||||||||
Property and equipment consist of the following (amounts in thousands): | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Property and equipment, net: | |||||||||||||
Land | $ | 9,007 | 21,644 | ||||||||||
Buildings and leasehold improvements | 12,566 | 31,423 | |||||||||||
Machinery and equipment | 44,467 | 38,989 | |||||||||||
66,040 | 92,056 | ||||||||||||
Accumulated depreciation | (30,030 | ) | (35,528 | ) | |||||||||
$ | 36,010 | 56,528 | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on subscriber accounts held at December 31, 2014, estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): | ||||||||||||
2015 | $ | 217,469 | |||||||||||
2016 | $ | 182,768 | |||||||||||
2017 | $ | 153,602 | |||||||||||
2018 | $ | 129,063 | |||||||||||
2019 | $ | 108,549 | |||||||||||
Schedule of Earnings Per Share, Basic and Diluted | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted average Series A and Series B shares | 13,611,264 | 13,926,832 | 14,026,102 | ||||||||||
Security_Networks_Acquisition_
Security Networks Acquisition (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Pro Forma Information | The following table includes unaudited pro-forma information for the Company, which includes the historical operating results of Security Networks prior to ownership by the Company. 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 (a) | $ | 451,033 | $ | 344,953 | ||||
Net loss from continuing operations (c) | (21,600 | ) | (25,001 | ) | ||||
Basic and diluted net loss from continuing operations per share | $ | (1.55 | ) | $ | (1.78 | ) | ||
Supplemental pro-forma: | ||||||||
Net revenue (b) | $ | 515,792 | $ | 420,716 | ||||
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 for the 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 reduced deferred revenue acquired in the Security Networks Acquisition. | |||||||
(c) | As reported net loss from continuing operations and the pro-forma net loss from continuing operations for the year ended December 31, 2013 include non-recurring acquisition costs incurred by Monitronics of $2,470,000. |
Investments_in_Marketable_Secu1
Investments in Marketable Securities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Investments, Debt and Equity Securities [Abstract] | |||||||
Schedule of activity of investments classified as available-for-sale securities | The following table presents the activity of these investments, which have all been classified as available-for-sale securities (amounts in thousands): | ||||||
Year Ended December 31, | |||||||
2014 | 2013 | ||||||
Beginning balance | $ | 129,496 | 142,587 | ||||
Purchases at cost basis | 4,603 | 21,770 | |||||
Sales at cost basis (a) | (8,220 | ) | (33,692 | ) | |||
Realized and unrealized losses, net | (3,286 | ) | (1,169 | ) | |||
Ending balance | $ | 122,593 | 129,496 | ||||
(a) For the year ended December 31, 2014, total proceeds from the sale of marketable securities were $7,842,000 resulting in a loss of $378,000. For the year ended December 31, 2013, total proceeds from the sale of marketable securities were $33,415,000 resulting in a loss of $277,000. | |||||||
Schedule of net after-tax unrealized and realized gains (losses) on the investment in marketable securities that were recorded in Accumulated other comprehensive income | The following table presents the changes in Accumulated other comprehensive income (loss) on the consolidated balance sheets for unrealized and realized gains and losses of the investments in marketable securities (amounts in thousands): | ||||||
Year Ended December 31, | |||||||
2014 | 2013 | ||||||
Accumulated other comprehensive income (loss) | |||||||
Beginning Balance | $ | 1,498 | 2,667 | ||||
Unrealized losses, net of income tax of $0 | (3,664 | ) | (1,446 | ) | |||
Realized losses recognized into earnings, net of income tax of $0 (a) | 378 | 277 | |||||
Ending Balance | $ | (1,788 | ) | 1,498 | |||
(a) The realized losses of sales of marketable securities for the years ended December 31, 2014 and 2013 are 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, 2014 | |||||||
Property, Plant and Equipment [Abstract] | |||||||
Property, Plant and Equipment | 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 7, Property and Equipment) | 3 - 5 years | ||||||
Property and equipment consist of the following (amounts in thousands): | |||||||
As of December 31, | |||||||
2014 | 2013 | ||||||
Property and equipment, net: | |||||||
Land | $ | 9,007 | 21,644 | ||||
Buildings and leasehold improvements | 12,566 | 31,423 | |||||
Machinery and equipment | 44,467 | 38,989 | |||||
66,040 | 92,056 | ||||||
Accumulated depreciation | (30,030 | ) | (35,528 | ) | |||
$ | 36,010 | 56,528 | |||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Schedule of Goodwill | The following table provides the activity and balances of goodwill (amounts in thousands): | |||
Balance at December 31, 2012 | $ | 350,213 | ||
Security Networks Acquisition | 177,289 | |||
Balance at December 31, 2013 | 527,502 | |||
Period activity | — | |||
Balance at December 31, 2014 | $ | 527,502 | ||
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of other accrued liabilities | Other accrued liabilities consisted of the following (amounts in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Interest payable | $ | 15,594 | $ | 15,455 | ||||
Income taxes payable | 3,577 | 2,744 | ||||||
Legal accrual | 872 | 1,378 | ||||||
Other | 10,684 | 14,854 | ||||||
Total Other accrued liabilities | $ | 30,727 | $ | 34,431 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Refinancing Costs [Table Text Block] | 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): | |||||||
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 long-term debt | Long-term debt consisted of the following (amounts in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 | $ | 77,531 | $ | 74,189 | ||||
Monitronics 9.125% Senior Notes due April 1, 2020 | 585,251 | 585,282 | ||||||
Monitronics term loans, mature March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% (a) | 894,208 | 902,293 | ||||||
Monitronics $225 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% (a) | 70,500 | 19,500 | ||||||
1,627,490 | 1,581,264 | |||||||
Less current portion of long-term debt | (9,166 | ) | (9,166 | ) | ||||
Long-term debt | $ | 1,618,324 | $ | 1,572,098 | ||||
(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 | As of | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Principal | $ | 103,500 | $ | 103,500 | ||||
Unamortized discount | (25,969 | ) | (29,311 | ) | ||||
Carrying value | $ | 77,531 | $ | 74,189 | ||||
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): | |||||||
2015 | $ | 9,166 | ||||||
2016 | 9,166 | |||||||
2017 | 79,667 | |||||||
2018 | 870,800 | |||||||
2019 | — | |||||||
2020 | 688,500 | |||||||
Thereafter | — | |||||||
Total principal payments | $ | 1,657,299 | ||||||
Less: | ||||||||
Unamortized discounts and premium, net | 29,809 | |||||||
Total debt on consolidated balance sheet | $ | 1,627,490 | ||||||
Derivatives_Tables
Derivatives (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Schedule of Swaps' outstanding notional balance and terms | The Swaps’ outstanding notional balance as of December 31, 2014 and terms are noted below: | ||||||||||
Notional | Effective Date | Fixed | Variable Rate Received | ||||||||
Rate Paid | |||||||||||
$ | 534,875,000 | March 28, 2013 | 1.88% | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | |||||||
141,737,500 | March 28, 2013 | 1.38% | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) | ||||||||
110,804,020 | September 30, 2013 | 1.96% | 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor | ||||||||
111,804,020 | 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, which were entered into in March 2012 (the "Existing Swap Agreements"), to coincide with the Repricing (as amended, 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 income (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): | ||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss) | $ | (12,560 | ) | 7,014 | (15,715 | ) | |||||
Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss (a) | $ | (7,681 | ) | (5,303 | ) | (3,472 | ) | ||||
Ineffective portion of amount of gain recognized into Net loss on interest rate swaps (a) | $ | 46 | 24 | — | |||||||
(a) Amounts are included in Interest expense in the unaudited consolidated statements of operations and comprehensive income (loss). |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
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, 2014 and December 31, 2013 (amounts in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
31-Dec-14 | ||||||||||||||||
Money market funds (a) | $ | 8,492 | — | — | 8,492 | |||||||||||
Investments in marketable securities (b) | 117,765 | 4,828 | — | 122,593 | ||||||||||||
Derivative financial instruments - assets (c) | — | 1,123 | — | 1,123 | ||||||||||||
Derivative financial instruments - liabilities | — | (5,780 | ) | — | (5,780 | ) | ||||||||||
Total | $ | 126,257 | $ | 171 | $ | — | $ | 126,428 | ||||||||
31-Dec-13 | ||||||||||||||||
Money market funds (a) | $ | 27,710 | — | — | 27,710 | |||||||||||
Investments in marketable securities (b) | 124,921 | 4,575 | — | 129,496 | ||||||||||||
Derivative financial instruments - assets (c) | — | 2,495 | — | 2,495 | ||||||||||||
Derivative financial instruments - liabilities | — | (2,013 | ) | — | (2,013 | ) | ||||||||||
Total | $ | 152,631 | $ | 5,057 | $ | — | $ | 157,688 | ||||||||
(a) | Included in cash and cash equivalents on the consolidated balance sheets. | |||||||||||||||
(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. | |||||||||||||||
(c) | Included in Other assets, net on the consolidated balance sheets. | |||||||||||||||
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): | |||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||
Long term debt, including current portion: | ||||||||||||||||
Carrying value | $ | 1,627,490 | $ | 1,581,264 | ||||||||||||
Fair value (a) | 1,590,809 | 1,667,671 | ||||||||||||||
(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, 2014 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Schedule of activity and balances of the restructuring plans | The following tables provide the activity and balances of the Company’s restructuring plans (amounts in thousands): | |||||||||||||||
31-Dec-13 | Additions | Payments | Other | 31-Dec-14 | ||||||||||||
2013 Restructuring Plan | ||||||||||||||||
Severance and retention | $ | 1,570 | 952 | (2,388 | ) | — | 134 | |||||||||
2008 Restructuring Plan | ||||||||||||||||
Excess facility costs | $ | 141 | — | — | — | 141 | ||||||||||
31-Dec-12 | Additions | Payments | Other | 31-Dec-13 | ||||||||||||
2013 Restructuring Plan | ||||||||||||||||
Severance and retention | $ | — | 1,111 | (33 | ) | 492 | (a) | 1,570 | ||||||||
2008 Restructuring Plan | ||||||||||||||||
Excess facility costs | $ | 141 | — | — | — | 141 | ||||||||||
31-Dec-11 | Additions | Payments | Other | 31-Dec-12 | ||||||||||||
2010 Restructuring Plan | ||||||||||||||||
Severance and retention | $ | 1,886 | — | (1,886 | ) | — | — | |||||||||
2008 Restructuring Plan | ||||||||||||||||
Excess facility costs | $ | 236 | — | (95 | ) | — | 141 | |||||||||
(a) Amount was recorded upon the acquisition of Security Networks. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Components of pretax income (loss) from continuing operations by jurisdiction are as follows (amounts in thousands): | |||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Domestic | $ | (34,383 | ) | (18,625 | ) | (22,727 | ) | |||
Foreign | 355 | 295 | 320 | |||||||
Loss from continuing operations before taxes | $ | (34,028 | ) | (18,330 | ) | (22,407 | ) | |||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s income tax benefit (expense) from continuing operations is as follows (amounts in thousands): | |||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | — | — | 89 | ||||||
State | (3,527 | ) | (2,953 | ) | (2,310 | ) | ||||
Foreign | (85 | ) | (114 | ) | 63 | |||||
(3,612 | ) | (3,067 | ) | (2,158 | ) | |||||
Deferred: | ||||||||||
Federal | (3,292 | ) | 3,343 | (405 | ) | |||||
State | 3,384 | (3,596 | ) | (8 | ) | |||||
Foreign | 100 | 50 | (23 | ) | ||||||
192 | (203 | ) | (436 | ) | ||||||
Total income tax expense from continuing operations | $ | (3,420 | ) | (3,270 | ) | (2,594 | ) | |||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 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, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Computed expected tax benefit | $ | 11,910 | 6,416 | 7,842 | ||||||
State and local income taxes, net of federal benefit | (93 | ) | (4,257 | ) | (1,507 | ) | ||||
Change in valuation allowance affecting income tax expense | (11,232 | ) | (2,345 | ) | (8,745 | ) | ||||
Income (expense) not resulting in tax impact | (694 | ) | (1,539 | ) | 92 | |||||
Tax amortization of indefinite-lived assets | (3,292 | ) | (1,481 | ) | (431 | ) | ||||
Other, net | (19 | ) | (64 | ) | 155 | |||||
Income tax expense | $ | (3,420 | ) | (3,270 | ) | (2,594 | ) | |||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Components of deferred tax assets and liabilities are as follows (amounts in thousands): | |||||||||
As of December 31, | ||||||||||
2014 | 2013 | |||||||||
Current assets: | ||||||||||
Accounts receivable reserves | $ | 1,301 | 1,224 | |||||||
Accrued liabilities | 10,085 | 12,099 | ||||||||
Total current deferred tax assets | 11,386 | 13,323 | ||||||||
Valuation allowance | (3,809 | ) | (3,766 | ) | ||||||
7,577 | 9,557 | |||||||||
Noncurrent assets: | ||||||||||
Net operating loss carryforwards | 162,994 | 135,863 | ||||||||
Derivative financial instruments | 1,682 | — | ||||||||
Other | 11,410 | 8,704 | ||||||||
Total noncurrent deferred tax assets | 176,086 | 144,567 | ||||||||
Valuation allowance | (59,405 | ) | (38,752 | ) | ||||||
116,681 | 105,815 | |||||||||
Deferred tax assets, net | 124,258 | 115,372 | ||||||||
Current liabilities: | ||||||||||
Other | (1,231 | ) | (2,429 | ) | ||||||
Noncurrent liabilities: | ||||||||||
Intangible assets | (123,068 | ) | (110,654 | ) | ||||||
Convertible notes | (9,388 | ) | (10,745 | ) | ||||||
Property, plant and equipment | (100 | ) | (1,237 | ) | ||||||
Other | — | (30 | ) | |||||||
(132,556 | ) | (122,666 | ) | |||||||
Total deferred tax liabilities | (133,787 | ) | (125,095 | ) | ||||||
Net deferred tax liabilities | $ | (9,529 | ) | (9,723 | ) | |||||
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, | ||||||||||
2014 | 2013 | |||||||||
Current deferred income tax assets, net | $ | 6,346 | 7,128 | |||||||
Long-term deferred income tax liabilities, net | (15,875 | ) | (16,851 | ) | ||||||
Net deferred tax liabilities | $ | (9,529 | ) | (9,723 | ) | |||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | 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, | ||||||||||
2014 | 2013 | 2012 | ||||||||
As of the beginning of the year | $ | 247 | 247 | 410 | ||||||
Increases for tax positions of current years | 4 | — | — | |||||||
Reductions for tax positions of prior years | (60 | ) | — | (163 | ) | |||||
As of the end of the year | $ | 191 | 247 | 247 | ||||||
Stockbased_and_LongTerm_Compen1
Stock-based and Long-Term Compensation (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
Schedule of Stock Option Valuation Assumptions | The weighted average assumptions used in the model for 2012 grants are as follows: | ||||||
2012 | |||||||
Risk-free interest rate | 0.66 | % | |||||
Estimated life in years | 5.36 | ||||||
Dividend yield | — | % | |||||
Volatility | 40.16 | % | |||||
Schedule Stock Option Activity | 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 | WAEP | ||||||
Common Stock Options | |||||||
Outstanding at January 1, 2014 | 1,288,136 | $ | 41.42 | ||||
Granted | — | $ | — | ||||
Exercised | (22,249 | ) | $ | 36.17 | |||
Forfeited | (3,000 | ) | $ | 50.47 | |||
Outstanding at December 31, 2014 | 1,262,887 | $ | 41.5 | ||||
Exercisable at December 31, 2014 | 732,542 | $ | 29.56 | ||||
Schedule Restricted Stock Units | 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, 2014 | 236,403 | $ | 57.32 | ||||
Granted | 36,797 | $ | 61.62 | ||||
Vested | (42,656 | ) | $ | 51.47 | |||
Canceled | (900 | ) | $ | 50.47 | |||
Outstanding at December 31, 2014 | 229,644 | $ | 59.12 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||
Schedule of activity in the Series A and Series B common stock | The following table presents the activity in Ascent Capital’s Series A and Series B common stock for the three year period ended December 31, 2014: | |||||||||||||||
Series A | Series B | |||||||||||||||
Common Stock | Common Stock | |||||||||||||||
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 canceled 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 canceled 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 | ||||||||||||||
Conversion from Series B to Series A shares | 126 | (126 | ) | |||||||||||||
Issuance of restricted stock | 36,797 | — | ||||||||||||||
Restricted stock canceled for forfeitures and tax withholding | (12,442 | ) | — | |||||||||||||
Stock option exercises | 22,249 | — | ||||||||||||||
Repurchases and retirements of Series A shares | (557,309 | ) | — | |||||||||||||
Balance at December 31, 2014 | 13,162,095 | 384,086 | ||||||||||||||
Summary of the changes in Accumulated other comprehensive loss | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||
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, 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 | |||||||||||
Gain (loss) through Accumulated other comprehensive loss | (382 | ) | (3,664 | ) | (12,560 | ) | — | (16,606 | ) | |||||||
Reclassifications of loss (gains) into net income | — | 378 | 7,681 | — | 8,059 | |||||||||||
Balance at December 31, 2014 | $ | (215 | ) | (1,788 | ) | (4,805 | ) | — | (6,808 | ) | ||||||
(a) No income taxes were recorded on foreign currency translation amounts for 2014, 2013 and 2012 because the Company is subject to a full valuation allowance. | ||||||||||||||||
(b) No income taxes were recorded on the December 31, 2014, 2013 and 2012 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 5, Investments in Marketable Securities, for further information. | ||||||||||||||||
(c) No income taxes were recorded unrealized loss on derivative instrument amounts for 2014, 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 11, Derivatives, for further information. | ||||||||||||||||
(d) No income taxes were recorded on the pension adjustment for 2012 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 consolidated statement of operations. The remaining $4,320,000 is included in Loss on pension plan settlements on the consolidated statement of operations. |
Commitments_Contingencies_and_1
Commitments, Contingencies and Other Liabilities (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Contractual Obligation, Fiscal Year Maturity Schedule | 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: | ||||
2015 | $ | 5,280 | ||
2016 | 5,475 | |||
2017 | 2,863 | |||
2018 | 2,710 | |||
2019 | 2,744 | |||
Thereafter | 33,132 | |||
Sublease income | (4,636 | ) | ||
Minimum lease commitments | $ | 47,568 | ||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | Quarterly Financial Information (Unaudited) | ||||||||||||
1st | 2nd | 3rd | 4th | ||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||
Amounts in thousands, | |||||||||||||
except per share amounts | |||||||||||||
2014:00:00 | |||||||||||||
Net revenue | $ | 132,864 | 134,696 | 136,027 | 135,862 | ||||||||
Operating income | $ | 19,152 | 18,847 | 19,939 | 20,260 | ||||||||
Net loss | $ | (9,732 | ) | (10,278 | ) | (11,125 | ) | (6,617 | ) | ||||
Basic and diluted net loss per common share | $ | (0.70 | ) | (0.75 | ) | (0.82 | ) | (0.50 | ) | ||||
2013:00:00 | |||||||||||||
Net 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 | (7,738 | ) | (16,558 | ) | ||||||
Basic net income (loss) per common share | $ | 0.2 | 0.01 | (0.55 | ) | (1.20 | ) | ||||||
Diluted net (income) loss per common share | $ | 0.19 | 0 | (0.55 | ) | (1.20 | ) | ||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of subscriber accounts, dealer network and other intangible assets | $253,403 | $208,760 | $163,468 |
Trade receivables, allowance for doubtful accounts (in dollars) | 2,120 | 1,937 | |
Excluded stock options and unvested restricted stock units (in shares) | 1,492,531 | 1,524,539 | 1,170,425 |
Income Taxes Paid, Net | 2,718 | 2,464 | 2,048 |
Interest Paid | 106,535 | 88,252 | 52,327 |
Subscriber Accounts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||
Acquired Finite Lived Intangible Asset Amortization Rate | 220.00% | ||
Amortization of subscriber accounts, dealer network and other intangible assets | 233,327 | 195,010 | 153,388 |
Dealer Networks and Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of subscriber accounts, dealer network and other intangible assets | $19,780 | $13,717 | $10,080 |
Monitronics and Subsidiaries | Subscriber Accounts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | ||
Acquired Finite Lived Intangible Asset Amortization Rate | 235.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Roll Forward of Receivable Allowance (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance Beginning of Year | $1,937 | $1,436 | $1,815 |
Charged to Expense | 8,149 | 7,342 | 5,860 |
Write-Offs and Other | -7,966 | -6,841 | -6,239 |
Balance End of Year | $2,120 | $1,937 | $1,436 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Expected Subscriber Fees (Details) (Subscriber Accounts [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Subscriber Accounts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2015 | $217,469 |
2016 | 182,768 |
2017 | 153,602 |
2018 | 129,063 |
2019 | $108,549 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Weighted Average Shares (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Weighted average Series A and Series B shares - basic (in shares) | 13,611 | 13,927 | 14,026 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 20 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 15 years |
Machinery and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Machinery and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Security_Networks_Acquisition_1
Security Networks Acquisition - Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Aug. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ||||||
Goodwill | $527,502 | $527,502 | $527,502 | $350,213 | ||
Change in DTA allowance | -20,696 | |||||
Series A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued for acquisition | 253,333 | |||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | |||
Security Networks LLC | ||||||
Business Acquisition [Line Items] | ||||||
Purchase accounting adjustment, goodwill | 989 | |||||
Security Networks LLC | Series A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued for acquisition | 253,333 | |||||
Common stock, par value (in dollars per share) | $0.01 | |||||
Value of shares issued for acquisition | 18,723 | |||||
Monitronics and Subsidiaries | Security Networks LLC | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of consideration | 500,557 | |||||
Cash paid for acquisition | 481,834 | |||||
Working capital adjustment | 1,057 | |||||
Goodwill | 177,289 | |||||
Change in DTA allowance | ($936) |
Security_Networks_Acquisition_2
Security Networks Acquisition - Schedule of Pro Forma Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | |||||||||||
Net revenue | $135,862 | $136,027 | $134,696 | $132,864 | $132,758 | $115,844 | $102,273 | $100,158 | $539,449 | $451,033 | $344,953 |
Net loss from continuing operations (c) | -6,617 | -11,125 | -10,278 | -9,732 | -16,558 | -7,738 | 65 | 2,760 | -37,448 | -21,600 | -25,001 |
Basic and diluted net loss from continuing operations per share (in dollars per share) | ($0.50) | ($0.82) | ($0.75) | ($0.70) | ($2.75) | ($1.55) | ($1.78) | ||||
Net revenue (b) | 515,792 | 420,716 | |||||||||
Net loss from continuing operations (c) | -36,303 | -79,449 | |||||||||
Basic and diluted net loss from continuing operations per share (in dollars per share) | ($2.58) | ($5.56) | |||||||||
Security Networks LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred Revenue Fair Value Adjustment Impact on Net Revenue | 2,715 | ||||||||||
Deferred Revenue Fair Value Adjustment Impact on Pro Forma Net Revenue | 2,715 | ||||||||||
Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | $2,470 |
Investments_in_Marketable_Secu2
Investments in Marketable Securities - Schedule of Investment Activity (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Available for Sale Securities [Roll Forward] | |||
Beginning balance | $129,496 | $142,587 | |
Purchases at cost basis | 4,603 | 21,770 | 99,667 |
Sales at cost basis (a) | -8,220 | -33,692 | |
Realized and unrealized losses, net | -3,286 | -1,169 | |
Ending balance | 122,593 | 129,496 | 142,587 |
Proceeds from sale of marketable securities | 7,842 | 33,415 | 0 |
Gain (Loss) on Sale of Investments | ($378) | ($277) |
Investments_in_Marketable_Secu3
Investments in Marketable Securities - Net of Tax Unrealized and Realized Gain(Loss) On Investments (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income (Loss) Net of Tax [Roll Forward] | ||
Beginning balance | $1,498,000 | $2,667,000 |
Unrealized losses, net of income tax of $0 | -3,664,000 | -1,446,000 |
Realized gain recognized into earnings, net of income tax of $0 (a) | 378,000 | 277,000 |
Ending balance | -1,788,000 | 1,498,000 |
Income tax on unrealized holding gains/losses in OCI | 0 | 0 |
Income tax on realized holding gains/losses recognized in earnings | $0 | $0 |
Assets_Held_for_Sale_Details
Assets Held for Sale (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | $18,935 | $1,231 |
Assets Held-for-sale | ||
Property, Plant and Equipment [Line Items] | ||
Land and building reclassified to held for sale | $17,704 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $66,040 | $92,056 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -30,030 | -35,528 |
Property, Plant and Equipment, Net | 36,010 | 56,528 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9,007 | 21,644 |
Building and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 12,566 | 31,423 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $44,467 | $38,989 |
Property_and_Equipment_Narrati
Property and Equipment - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $10,145 | $8,941 | $8,404 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | ||
Goodwill | $527,502,000 | $350,213,000 |
Goodwill, Acquired During Period | 177,289,000 | |
Goodwill, Period Increase (Decrease) | 0 | |
Goodwill | 527,502,000 | 527,502,000 |
Goodwill impairment | $0 |
Other_Accrued_Liabilities_Sche
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Interest payable | $15,594 | $15,455 |
Income taxes payable | 3,577 | 2,744 |
Legal accrual | 872 | 1,378 |
Other | 10,684 | 14,854 |
Total Other accrued liabilities | $30,727 | $34,431 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long Term Debt (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 25, 2013 | Aug. 16, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 17, 2013 | ||
Debt Instrument [Line Items] | |||||||
Carrying value | 1,627,490 | $1,581,264 | |||||
Less current portion of long-term debt | -9,166 | -9,166 | |||||
Long-term debt | 1,618,324 | 1,572,098 | |||||
Monitronics and Subsidiaries | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value | 1,627,490 | ||||||
Monitronics and Subsidiaries | Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate index | 4.25% | ||||||
Variable rate basis floor | 1.25% | ||||||
Convertible Senior Notes 4% Due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate on debt | 4.00% | ||||||
Convertible Senior Notes 4% Due 2020 | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value | 77,531 | 74,189 | |||||
Stated interest rate on debt | 4.00% | 4.00% | |||||
Senior Notes 9.125% Due 2020 | Monitronics and Subsidiaries | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value | 585,251 | 585,282 | |||||
Stated interest rate on debt | 9.13% | 9.13% | |||||
Term Loan Due March, 2018 | Monitronics and Subsidiaries | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value | 894,208 | [1] | 902,293 | [1] | |||
Spread on variable rate index | 3.25% | ||||||
Variable rate basis floor | 1.00% | ||||||
Term Loan Due March, 2018 | Monitronics and Subsidiaries | Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate index | 3.25% | ||||||
Variable rate basis floor | 1.00% | ||||||
Revolving Credit Facility Due 2017 | Monitronics and Subsidiaries | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value | 70,500 | [1] | $19,500 | [1] | |||
Spread on variable rate index | 3.75% | ||||||
Variable rate basis floor | 1.00% | ||||||
Revolving Credit Facility Due 2017 | Monitronics and Subsidiaries | Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate index | 3.75% | ||||||
Variable rate basis floor | 1.00% | ||||||
[1] | 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. |
LongTerm_Debt_Schedule_of_Conv
Long-Term Debt - Schedule of Convertible Notes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Carrying value | $1,627,490,000 | $1,581,264,000 |
Convertible Senior Notes 4% Due 2020 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal | 103,500,000 | 103,500,000 |
Unamortized discount | -25,969,000 | -29,311,000 |
Carrying value | $77,531,000 | $74,189,000 |
LongTerm_Debt_Maturities_of_Lo
Long-Term Debt - Maturities of Long and Short Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Carrying value | $1,627,490 | $1,581,264 |
Monitronics and Subsidiaries | ||
Debt Instrument [Line Items] | ||
2015 | 9,166 | |
2016 | 9,166 | |
2017 | 79,667 | |
2018 | 870,800 | |
2019 | 0 | |
2020 | 688,500 | |
Thereafter | 0 | |
Total principal payments | 1,657,299 | |
Unamortized discounts and premium, net | 29,809 | |
Carrying value | $1,627,490 |
LongTerm_Debt_Schedule_of_Refi
Long-Term Debt - Schedule of Refinancing Costs (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Disclosure [Abstract] | |||
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 | $0 | $0 | $6,245 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Jul. 17, 2013 | Dec. 31, 2013 | Aug. 16, 2013 | Mar. 23, 2012 |
Debt Instrument [Line Items] | |||||||||
Interest expense | $117,464,000 | $95,836,000 | $71,467,000 | ||||||
Long-term debt amortization | 4,392,000 | 2,302,000 | 4,473,000 | ||||||
Purchase of call option | 20,318,000 | ||||||||
Proceeds from warrants | 14,211,000 | ||||||||
Hedge and warrant expense | 6,107,000 | ||||||||
Monitronics and Subsidiaries | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred finance costs | 22,675,000 | 22,675,000 | |||||||
Term Loan | Designated as Hedging Instrument | Interest Rate Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Rate Paid (as a percent) | 5.06% | 5.06% | |||||||
Convertible Senior Notes 4% Due 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt | 4.00% | 4.00% | |||||||
Convertible Senior Notes 4% Due 2020 | Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Strike price (per share) | $119 | $119 | |||||||
Warrant strike price (as a percent) | 50.00% | ||||||||
Convertible Senior Notes 4% Due 2020 | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal | 103,500,000 | 103,500,000 | 103,500,000 | 103,500,000 | |||||
Stated interest rate on debt | 4.00% | 4.00% | 4.00% | ||||||
Principal amount for conversion ratio | 1,000 | 1,000 | |||||||
Conversion price per share | $102.80 | $102.80 | |||||||
Redemption price percentage | 100.00% | ||||||||
Estimated liability for convertible debt | 72,764,000 | ||||||||
Estimated equity for convertible debt | 30,736,000 | ||||||||
Effective interest rate | 10.00% | 10.00% | |||||||
Interest expense | 4,140,000 | 1,898,000 | |||||||
Long-term debt amortization | 3,342,000 | 1,425,000 | |||||||
Convertible Senior Notes 4% Due 2020 | Convertible Debt | Series A Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion ratio on debt | 9.7272 | ||||||||
Convertible Senior Notes 4% Due 2020 | Convertible Debt | Call Option | Series A Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares attributable to dilutive effect of debt conversion | 1,007 | ||||||||
Senior Notes 9.125% Due 2020 | Senior Notes | Monitronics and Subsidiaries | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal | 585,000,000 | 585,000,000 | 175,000,000 | 410,000,000 | |||||
Stated interest rate on debt | 9.13% | 9.13% | 9.13% | ||||||
Senior Notes 9.25% | Senior Notes | Monitronics and Subsidiaries | |||||||||
Debt Instrument [Line Items] | |||||||||
Available for Sale Securities Debt Securities Principal Amount | 5,000,000 | ||||||||
Loss on Premium Paid on Purchase of Debt and Accelerated Amortization of Deferred Financing Cost | 200,000 | ||||||||
Available for Sale Securities Debt Securities Gain Loss | 287,000 | ||||||||
Revolving Credit Facility Due 2017 | Monitronics and Subsidiaries | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity | 154,500,000 | 154,500,000 | |||||||
Revolving Credit Facility Due 2017 | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 225,000,000 | ||||||||
Unused capacity commitment fee percentage | 0.50% | ||||||||
Revolving Credit Facility Due 2017 | Revolving Credit Facility | Monitronics and Subsidiaries | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable rate index | 3.75% | ||||||||
Variable rate basis floor | 1.00% | ||||||||
Revolving Credit Facility Due 2017 | Revolving Credit Facility | Monitronics and Subsidiaries | Security Networks LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase of maximum borrowing capacity | 75,000,000 | ||||||||
Discount rate | 0.50% | ||||||||
Term Loan Due March, 2018 | Term Loan | Monitronics and Subsidiaries | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable rate index | 3.25% | ||||||||
Variable rate basis floor | 1.00% | ||||||||
Periodic payment of principal | $2,292,000 |
Derivatives_Summary_of_Derivat
Derivatives - Summary of Derivative Instruments (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
1.884 % interest rate swaps | |
Derivative [Line Items] | |
Notional | $534,875,000 |
Rate Paid (as a percent) | 1.88% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor (as a percent) | 1.00% |
1.384 % interest rate swaps | |
Derivative [Line Items] | |
Notional | 141,737,500 |
Rate Paid (as a percent) | 1.38% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor (as a percent) | 1.00% |
1.959 % interest rate swaps | |
Derivative [Line Items] | |
Notional | 110,804,020 |
Rate Paid (as a percent) | 1.96% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor (as a percent) | 1.00% |
1.850 % interest rate swaps | |
Derivative [Line Items] | |
Notional | $111,804,020 |
Rate Paid (as a percent) | 1.85% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor (as a percent) | 1.00% |
Derivatives_Summary_of_Cash_Fl
Derivatives - Summary of Cash Flow Hedges (Details) (Cash Flow Hedging, Interest Rate Swap, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flow Hedging | Interest Rate Swap | |||
Derivative [Line Items] | |||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $7,297 | ||
Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss) | -12,560 | 7,014 | -15,715 |
Effective portion of gain (loss) reclassified from Accumulated other comprehensive income into Net income (loss) | -7,681 | -5,303 | -3,472 |
Ineffective portion of amount of gain (loss) recognized into Net income (loss) on interest rate swaps | $46 | $24 | $0 |
Derivatives_Narrative_Details
Derivatives - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2012 | Mar. 23, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||||
Gains (Losses) on Extinguishment of Debt | $8,451,000 | |||
Derivative Fair Value of Derivative Instruments Amount Not Offset Against Collateral | 0 | 0 | ||
Recurring | ||||
Derivative [Line Items] | ||||
Derivative Asset | 1,123,000 | 2,495,000 | ||
Derivative Liability | 5,780,000 | 2,013,000 | ||
Level 2 | Recurring | ||||
Derivative [Line Items] | ||||
Derivative Asset | 1,123,000 | 2,495,000 | ||
Derivative Liability | 5,780,000 | 2,013,000 | ||
Interest Rate Swap | Cash Flow Hedging | ||||
Derivative [Line Items] | ||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 7,297,000 | |||
Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Payments for Derivative Instrument, Investing Activities | 8,837,000 | |||
Unrealized Gains on Derivatives | 6,793,000 | |||
Monitronics and Subsidiaries | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Gains (Losses) on Extinguishment of Debt | $8,451,000 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Measured on Recurring Basis (Details) (Recurring, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Measurements | ||
Money market funds | $8,492 | $27,710 |
Investments in marketable securities | 122,593 | 129,496 |
Derivative financial instruments - assets | 1,123 | 2,495 |
Derivative financial instruments - liabilities | -5,780 | -2,013 |
Total | 126,428 | 157,688 |
Level 1 | ||
Fair Value Measurements | ||
Money market funds | 8,492 | 27,710 |
Investments in marketable securities | 117,765 | 124,921 |
Derivative financial instruments - assets | 0 | 0 |
Derivative financial instruments - liabilities | 0 | 0 |
Total | 126,257 | 152,631 |
Level 2 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
Investments in marketable securities | 4,828 | 4,575 |
Derivative financial instruments - assets | 1,123 | 2,495 |
Derivative financial instruments - liabilities | -5,780 | -2,013 |
Total | 171 | 5,057 |
Level 3 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
Investments in marketable securities | 0 | 0 |
Derivative financial instruments - assets | 0 | 0 |
Derivative financial instruments - liabilities | 0 | 0 |
Total | $0 | $0 |
Fair_Value_Measurements_Schedu1
Fair Value Measurements - Schedule of Fair Value Not Measured on Recurring Basis (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ||
Carrying value | $1,627,490 | $1,581,264 |
Fair value | $1,590,809 | $1,667,671 |
Restructuring_Charges_Schedule
Restructuring Charges - Schedule of Restructuring Charges (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Change in activity of restructuring reserves during the period | ||||
Additions | $952,000 | $1,111,000 | $0 | |
2013 Restructuring Plan | Severance and retention | ||||
Change in activity of restructuring reserves during the period | ||||
Opening balance | 1,570,000 | 0 | 1,570,000 | |
Additions | 952,000 | 1,111,000 | ||
Payments | -2,388,000 | -33,000 | ||
Other | 0 | 492,000 | ||
Ending balance | 134,000 | 1,570,000 | 1,570,000 | |
2008 Restructuring Plan | Severance and retention | ||||
Change in activity of restructuring reserves during the period | ||||
Additions | 0 | 0 | ||
2008 Restructuring Plan | Excess facility costs | ||||
Change in activity of restructuring reserves during the period | ||||
Opening balance | 141,000 | 141,000 | 236,000 | 141,000 |
Additions | 0 | 0 | 0 | |
Payments | 0 | 0 | -95,000 | |
Other | 0 | 0 | 0 | |
Ending balance | 141,000 | 141,000 | 141,000 | 141,000 |
2010 Restructuring Plan | Severance and retention | ||||
Change in activity of restructuring reserves during the period | ||||
Opening balance | 0 | 1,886,000 | ||
Additions | 0 | 0 | 0 | |
Payments | -1,886,000 | |||
Other | 0 | |||
Ending balance | $0 |
Restructuring_Charges_Narrativ
Restructuring Charges - Narrative (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Charges | |||
Restructuring charges | $952,000 | $1,111,000 | $0 |
Severance and retention | 2013 Restructuring Plan | |||
Restructuring Charges | |||
Restructuring charges | 952,000 | 1,111,000 | |
Severance and retention | 2008 Restructuring Plan | |||
Restructuring Charges | |||
Restructuring charges | 0 | 0 | |
Severance and retention | 2010 Restructuring Plan | |||
Restructuring Charges | |||
Restructuring charges | $0 | $0 | $0 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Tax Credit Carryforward [Line Items] | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $65 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 20,696 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 11,232 | 2,345 | 8,745 |
Increase (Decrease) in Deferred Tax Assets Valuation Allowance Related to Changes Convertible Notes | 1,357 | ||
Increase (Decrease) in Deferred Tax Assets Valuation Allowance Related to Changes in Derivative Fair Values | -2,903 | ||
Increase (Decrease) in Other Adjustments in Deferred Tax Assets Valuation Allowance | 5,204 | ||
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 2,115 | 1,553 | |
Operating Loss Carryforwards, Limitation as Per IRC | 129,521 | ||
Internal Revenue Service (IRS) [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Operating Loss Carryforwards | 450,132 | ||
Tax Credit Carryforward, Amount | 1,064 | ||
Tax Credit Carryforward Expiration in Future Period Amount | 638 | ||
CALIFORNIA | |||
Tax Credit Carryforward [Line Items] | |||
Operating Loss Carryforwards | 71,819 | ||
Other State Tax Authority [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Operating Loss Carryforwards | 81,790 | ||
State and Local Jurisdiction [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax Credit Carryforward, Amount | $1,040 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Before Income Tax (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Domestic | ($34,383) | ($18,625) | ($22,727) |
Foreign | 355 | 295 | 320 |
Loss from continuing operations before income taxes | ($34,028) | ($18,330) | ($22,407) |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Tax (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $0 | $0 | $89 |
State | -3,527 | -2,953 | -2,310 |
Foreign | -85 | -114 | 63 |
Current Income Tax Expense (Benefit) | 3,612 | 3,067 | 2,158 |
Deferred: | |||
Federal | -3,292 | 3,343 | -405 |
State | 3,384 | -3,596 | -8 |
Foreign | 100 | 50 | -23 |
Deferred Income Tax Expense (Benefit) | -192 | 203 | 436 |
Total income tax expense from continuing operations | $3,420 | $3,270 | $2,594 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Effective Income Tax (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Computed expected tax benefit | $11,910 | $6,416 | $7,842 |
State and local income taxes, net of federal benefit | -93 | -4,257 | -1,507 |
Change in valuation allowance affecting income tax expense | -11,232 | -2,345 | -8,745 |
Income (expense) not resulting in tax impact | -694 | -1,539 | 92 |
Tax amortization of indefinite-lived assets | -3,292 | -1,481 | -431 |
Other, net | -19 | -64 | 155 |
Total income tax expense from continuing operations | $3,420 | $3,270 | $2,594 |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Net [Abstract] | ||
Accounts receivable reserves | $1,301 | $1,224 |
Accrued liabilities | 10,085 | 12,099 |
Total current deferred tax assets | 11,386 | 13,323 |
Valuation allowance | -3,809 | -3,766 |
Deferred Tax Assets, Net of Valuation Allowance, Current. | 7,577 | 9,557 |
Net operating loss carryforwards | 162,994 | 135,863 |
Derivative financial instruments | 1,682 | 0 |
Other | 11,410 | 8,704 |
Total noncurrent deferred tax assets | 176,086 | 144,567 |
Valuation allowance | -59,405 | -38,752 |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 116,681 | 105,815 |
Deferred tax assets, net | 124,258 | 115,372 |
Components of Deferred Tax Liabilities [Abstract] | ||
Other | -1,231 | -2,429 |
Intangible assets | -123,068 | -110,654 |
Convertible notes | -9,388 | -10,745 |
Property, plant and equipment | -100 | -1,237 |
Other | 0 | -30 |
Deferred Income Tax Liabilities, Gross Noncurrent | 132,556 | 122,666 |
Total deferred tax liabilities | 133,787 | 125,095 |
Net deferred tax liabilities | ($9,529) | ($9,723) |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Asset and Liability Presentation (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Current deferred income tax assets, net | $6,346 | $7,128 |
Long-term deferred income tax liabilities, net | -15,875 | -16,851 |
Net deferred tax liabilities | ($9,529) | ($9,723) |
Income_Taxes_Roll_Forward_of_U
Income Taxes - Roll Forward of Unrecognized Tax Benefit (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
As of the beginning of the year | $247 | $247 | $410 |
Increases for tax positions of current years | 4 | 0 | 0 |
Reductions for tax positions of prior years | -60 | 0 | -163 |
As of the end of the year | $191 | $247 | $247 |
Stockbased_and_LongTerm_Compen2
Stock-based and Long-Term Compensation - Schedule of Valuation Assumptions (Details) (Employee Stock Option, Series A Common Stock) | 12 Months Ended |
Dec. 31, 2012 | |
Employee Stock Option | Series A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.66% |
Estimated life in years | 5 years 4 months 10 days |
Dividend yield | 0.00% |
Volatility | 40.16% |
Stockbased_and_LongTerm_Compen3
Stock-based and Long-Term Compensation - Schedule of Stock Options (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning of Period (shares) | 1,288,136 |
Granted (shares) | 0 |
Exercised (shares) | -22,249 |
Forfeited (shares) | -3,000 |
Exercisable (shares) | 732,542 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning of Period (USD per shares) | $41.42 |
Granted (USD per shares) | $0 |
Exercised (USD per shares) | $36.17 |
Forfeited (USD per shares) | $50.47 |
Ending of Period (USD per shares) | $41.50 |
Exercisable (USD per shares) | $29.56 |
Stockbased_and_LongTerm_Compen4
Stock-based and Long-Term Compensation - Schedule of Restricted Units (Details) (Restricted Stock, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning of Period (USD per share) | $57.32 |
Granted (USD per share) | $61.62 |
Vested (USD per share) | $51.47 |
Canceled (USD per share) | $50.47 |
Ending of Period (USD per share) | $59.12 |
Series A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning of Period (shares) | 236,403 |
Granted (shares) | 36,797 |
Vested (shares) | -42,656 |
Canceled (shares) | -900 |
Ending of Period (shares) | 229,644 |
Stockbased_and_LongTerm_Compen5
Stock-based and Long-Term Compensation - Narrative (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Cost Not yet Recognized | $14,646 | |
Compensation Cost Not yet Recognized, Period for Recognition | 4 years | |
Employee Stock Option | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration Period of Awards | 5 years | |
Award Vesting Period | 2 years | |
Employee Stock Option | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration Period of Awards | 7 years | |
Award Vesting Period | 4 years | |
Employee Stock Option | Series A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Intrinsic Value | 17,690 | |
Options Exercisable, Intrinsic Value | $17,118 | |
Options Outstanding, Weighted Average Remaining Contractual Term | 4 years | |
Options Exercisable, Weighted Average Remaining Contractual Term | 3 years 7 months 6 days | |
Restricted Stock | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award Vesting Period | 2 years | |
Restricted Stock | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award Vesting Period | 5 years | |
Restricted Stock | Series A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity Instruments Other than Options, Nonvested, Number | 229,644 | 236,403 |
Restricted Stock | Series B Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity Instruments Other than Options, Nonvested, Number | 0 | |
Incentive Plan 2008 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Authorized | 2,000,000 | |
Non Employee Director Incentive Plan 2008 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Authorized | 500,000 |
Stockholders_Equity_Roll_Forwa
Stockholders' Equity - Roll Forward Activity (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Increase (Decrease) in Stockholders' Equity | |||
Stock option exercises (in shares) | 22,249 | ||
Series A Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period (in shares) | 13,672,674 | 13,389,821 | 13,471,594 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 126 | 1,220 | 2,728 |
Issuance of restricted stock (in shares) | 36,797 | 42,804 | 154,556 |
Restricted stock cancelled for forfeitures and tax withholding (in shares) | -12,442 | -18,035 | -21,284 |
Repurchases and retirements of Series A shares | -557,309 | 0 | -234,728 |
Stock option exercises (in shares) | 22,249 | 3,531 | 16,955 |
Shares issued for acquisition | 253,333 | ||
Balance at the end of the period (in shares) | 13,162,095 | 13,672,674 | 13,389,821 |
Series B Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period (in shares) | 384,212 | 737,166 | 739,894 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | -126 | -1,220 | -2,728 |
Issuance of restricted stock (in shares) | 0 | 0 | 0 |
Restricted stock cancelled for forfeitures and tax withholding (in shares) | 0 | 0 | 0 |
Repurchases and retirements of Series A shares | 0 | -351,734 | 0 |
Stock option exercises (in shares) | 0 | 0 | 0 |
Shares issued for acquisition | 0 | ||
Balance at the end of the period (in shares) | 384,086 | 384,212 | 737,166 |
Stockholders_Equity_Changes_in
Stockholders' Equity - Changes in Accumulated Other Comprehensive Income (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Changes in accumulated other comprehensive loss | |||
Balance at the beginning of the period | $1,739,000 | ($9,530,000) | ($4,776,000) |
Loss through Accumulated other comprehensive income (loss) | -16,606,000 | 5,689,000 | -12,777,000 |
Unrealized losses, net of income tax of $0 | -3,664,000 | -1,446,000 | |
Realized gain recognized into earnings, net of income tax of $0 (a) | 378,000 | 277,000 | |
Reclassifications of loss into Net loss | 8,059,000 | 5,580,000 | 8,023,000 |
Balance at the end of the period | -6,808,000 | 1,739,000 | -9,530,000 |
Income tax on unrealized holding gains/losses in OCI | 0 | 0 | |
Foreign currency translation adjustments | |||
Changes in accumulated other comprehensive loss | |||
Balance at the beginning of the period | 167,000 | 46,000 | -210,000 |
Loss through Accumulated other comprehensive income (loss) | -382,000 | 121,000 | 256,000 |
Reclassifications of loss into Net loss | 0 | 0 | 0 |
Balance at the end of the period | -215,000 | 167,000 | 46,000 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 0 | 0 | 0 |
Unrealized holding gains and losses on marketable securities, net | |||
Changes in accumulated other comprehensive loss | |||
Balance at the beginning of the period | 1,498,000 | 2,667,000 | 124,000 |
Loss through Accumulated other comprehensive income (loss) | -1,446,000 | 2,543,000 | |
Unrealized losses, net of income tax of $0 | -3,664,000 | ||
Realized gain recognized into earnings, net of income tax of $0 (a) | 378,000 | ||
Reclassifications of loss into Net loss | 277,000 | 0 | |
Balance at the end of the period | -1,788,000 | 1,498,000 | 2,667,000 |
Income tax on unrealized holding gains/losses in OCI | 0 | 0 | 0 |
Unrealized gains and losses on derivative instruments, net | |||
Changes in accumulated other comprehensive loss | |||
Balance at the beginning of the period | 74,000 | -12,243,000 | 0 |
Loss through Accumulated other comprehensive income (loss) | 7,014,000 | -15,715,000 | |
Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss) | -12,560,000 | ||
Reclassifications of loss into Net loss | 7,681,000 | 5,303,000 | 3,472,000 |
Balance at the end of the period | -4,805,000 | 74,000 | -12,243,000 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 0 | 0 | 0 |
Pension Adjustments | |||
Changes in accumulated other comprehensive loss | |||
Balance at the beginning of the period | 0 | 0 | -4,690,000 |
Loss through Accumulated other comprehensive income (loss) | 0 | 0 | 139,000 |
Reclassifications of loss into Net loss | 0 | 0 | 4,551,000 |
Balance at the end of the period | 0 | 0 | 0 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax | 0 | ||
Selling, General and Administrative Expenses | Reclassifications | |||
Changes in accumulated other comprehensive loss | |||
Reclassifications of loss into Net loss | 231,000 | ||
Loss on Pension Plan Settlement | Reclassifications | |||
Changes in accumulated other comprehensive loss | |||
Reclassifications of loss into Net loss | $4,320,000 |
Stockholders_Equity_Narrative_
Stockholders' Equity - Narrative (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 10, 2014 | Nov. 14, 2013 | Jun. 16, 2011 | |
vote | ||||||
Stockholders' Equity | ||||||
Total purchase price | $35,734,000 | 33,436,000 | $12,880,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,288,136 | |||||
Preferred stock, shares issued | 0 | 0 | ||||
Series A Common Stock | ||||||
Stockholders' Equity | ||||||
Common stock, outstanding shares | 13,162,095 | 13,672,674 | ||||
Authorized amount to be repurchased | 25,000,000 | |||||
Additional authorized amount for repurchase of shares | $25,000,000 | $25,000,000 | ||||
Shares repurchased | 557,309 | 0 | 234,728 | |||
Average purchase price (in dollars per share) | $64.12 | $54.87 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,262,887 | |||||
Common stock, issued shares | 13,162,095 | 13,672,674 | ||||
Number of votes which holders of common shares are entitled to, for each share held | 1 | |||||
Series B common stock | ||||||
Stockholders' Equity | ||||||
Common stock, outstanding shares | 384,086 | 384,212 | ||||
Shares repurchased | 0 | 351,734 | 0 | |||
Common stock, issued shares | 384,086 | 384,212 | ||||
Number of votes which holders of common shares are entitled to, for each share held | 10 | |||||
Series C Common stock | ||||||
Stockholders' Equity | ||||||
Common stock, outstanding shares | 0 | |||||
Common stock, issued shares | 0 | 0 | ||||
Series B Common Stock to Series A Common Stock | ||||||
Stockholders' Equity | ||||||
Common Stock, Conversion Basis, Rate | 1 |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans -Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Cost Recognized | $80 | $125 | $113 |
Commitments_Contingencies_and_2
Commitments, Contingencies and Other Liabilities - Schedule of Future Lease Payments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $5,280 |
2016 | 5,475 |
2017 | 2,863 |
2018 | 2,710 |
2019 | 2,744 |
Thereafter | 33,132 |
Sublease income | -4,636 |
Minimum lease commitments | $47,568 |
Commitments_Contingencies_and_3
Commitments, Contingencies and Other Liabilities - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense, Net | $3,664 | $2,468 | $2,051 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $135,862 | $136,027 | $134,696 | $132,864 | $132,758 | $115,844 | $102,273 | $100,158 | $539,449 | $451,033 | $344,953 |
Operating Income (Loss) | 20,260 | 19,939 | 18,847 | 19,152 | 16,696 | 13,383 | 19,096 | 22,381 | 78,198 | 71,556 | 49,642 |
Net loss from continuing operations (c) | ($6,617) | ($11,125) | ($10,278) | ($9,732) | ($16,558) | ($7,738) | $65 | $2,760 | ($37,448) | ($21,600) | ($25,001) |
Basic and diluted net loss from continuing operations per share (in dollars per share) | ($0.50) | ($0.82) | ($0.75) | ($0.70) | ($2.75) | ($1.55) | ($1.78) | ||||
Earnings Per Share, Basic | ($1.20) | ($0.55) | $0.01 | $0.20 | |||||||
Earnings Per Share, Diluted | ($1.20) | ($0.55) | $0 | $0.19 |
Subsequent_Events_Details
Subsequent Events (Details) (Monitronics and Subsidiaries, Subsequent Event, USD $) | 0 Months Ended | |
Feb. 17, 2015 | Feb. 23, 2015 | |
Revolving Credit Facility | Revolving Credit Facility Due 2017 | ||
Subsequent Event [Line Items] | ||
Increase of maximum borrowing capacity | $90,000,000 | |
LiveWatch Security, LLC | ||
Subsequent Event [Line Items] | ||
Fair value of consideration | 67,000,000 | |
Retention Metric | LiveWatch Security, LLC | ||
Subsequent Event [Line Items] | ||
Contingent Consideration Liability | 6,000,000 | |
Performance Metric | LiveWatch Security, LLC | ||
Subsequent Event [Line Items] | ||
Contingent Consideration Estimated Amount | $8,500,000 | |
Contingent Consideration Term | 4 years |