Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 25, 2016 | |
Entity Registrant Name | Ascent Capital Group, Inc. | |
Entity Central Index Key | 1,437,106 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Series A Common Stock (in shares) | ||
Entity Common Stock, Shares Outstanding (in shares) | 11,939,852 | |
Series B Common Stock (in shares) | ||
Entity Common Stock, Shares Outstanding (in shares) | 381,859 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 31,657 | $ 5,577 |
Restricted cash | 0 | 55 |
Marketable securities, at fair value | 80,447 | 87,052 |
Trade receivables, net of allowance for doubtful accounts of $2,635 in 2016 and $2,762 in 2015 | 13,673 | 13,622 |
Prepaid and other current assets | 10,006 | 10,702 |
Assets held for sale | 10,941 | 6,265 |
Total current assets | 146,724 | 123,273 |
Property and equipment, net of accumulated depreciation of $34,268 in 2016 and $32,158 in 2015 | 26,249 | 32,440 |
Subscriber accounts, net of accumulated amortization of $1,153,651 in 2016 and $975,795 in 2015 | 1,405,064 | 1,423,538 |
Dealer network and other intangible assets, net of accumulated amortization of $80,951 in 2016 and $73,578 in 2015 | 19,282 | 26,654 |
Goodwill | 563,549 | 563,549 |
Other assets, net | 3,595 | 3,851 |
Total assets | 2,164,463 | 2,173,305 |
Current liabilities: | ||
Accounts payable | 9,309 | 8,660 |
Accrued payroll and related liabilities | 6,631 | 4,385 |
Other accrued liabilities | 47,213 | 31,573 |
Deferred revenue | 15,554 | 16,207 |
Holdback liability | 15,005 | 16,386 |
Current portion of long-term debt | 11,000 | 5,500 |
Liabilities of discontinued operations | 3,500 | 3,500 |
Total current liabilities | 108,212 | 86,211 |
Non-current liabilities: | ||
Long-term debt | 1,758,059 | 1,713,868 |
Long-term holdback liability | 2,955 | 3,786 |
Derivative financial instruments | 32,511 | 13,470 |
Deferred income tax liability, net | 16,749 | 13,646 |
Other liabilities | 12,441 | 17,555 |
Total liabilities | 1,930,927 | 1,848,536 |
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 | 1,415,738 | 1,417,895 |
Accumulated deficit | (1,150,770) | (1,078,315) |
Accumulated other comprehensive loss, net | (31,555) | (14,938) |
Total stockholders’ equity | 233,536 | 324,769 |
Total liabilities and stockholders’ equity | 2,164,463 | 2,173,305 |
Series A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 119 | 123 |
Series B Common Stock | ||
Stockholders’ equity: | ||
Common stock | 4 | 4 |
Series C Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Trade receivables, allowance for doubtful accounts | $ 2,635 | $ 2,762 |
Property and equipment, accumulated depreciation | 34,268 | 32,158 |
Subscriber accounts, accumulated amortization | 1,153,651 | 975,795 |
Dealer network and other intangible assets, accumulated amortization | $ 80,951 | $ 73,578 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Series A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, authorized shares (in shares) | 45,000,000 | 45,000,000 |
Common stock, issued shares (in shares) | 11,939,901 | 12,301,248 |
Common stock, outstanding shares (in shares) | 11,939,901 | 12,301,248 |
Series B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, authorized shares (in shares) | 5,000,000 | 5,000,000 |
Common stock, issued shares (in shares) | 381,859 | 382,359 |
Common stock, outstanding shares (in shares) | 381,859 | 382,359 |
Series C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, authorized shares (in shares) | 45,000,000 | 45,000,000 |
Common stock, issued shares (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Net revenue | $ 142,765 | $ 141,846 | $ 429,689 | $ 421,805 |
Operating expenses: | ||||
Cost of services | 29,049 | 28,245 | 86,161 | 81,015 |
Selling, general and administrative, including stock-based compensation | 32,897 | 31,362 | 97,148 | 88,643 |
Radio conversion costs | 1,263 | 3,570 | 17,938 | 4,543 |
Amortization of subscriber accounts, dealer network and other intangible assets | 62,156 | 66,958 | 185,415 | 193,625 |
Depreciation | 2,152 | 2,805 | 6,329 | 7,788 |
Gain on disposal of operating assets | 0 | (1) | 0 | (1,155) |
Total operating expenses | 127,517 | 132,939 | 392,991 | 374,459 |
Operating income | 15,248 | 8,907 | 36,698 | 47,346 |
Other income (expense), net: | ||||
Interest income | 548 | 779 | 1,593 | 2,041 |
Interest expense | (31,794) | (31,466) | (94,805) | (92,140) |
Refinancing expense | (9,348) | 0 | (9,348) | (4,468) |
Other income (expense), net | 240 | (3,555) | (1,079) | (2,278) |
Total other income (expense), net | (40,354) | (34,242) | (103,639) | (96,845) |
Loss from continuing operations before income taxes | (25,106) | (25,335) | (66,941) | (49,499) |
Income tax expense from continuing operations | (1,927) | (1,989) | (5,514) | (5,996) |
Net loss from continuing operations | (27,033) | (27,324) | (72,455) | (55,495) |
Discontinued operations: | ||||
Income from discontinued operations, net of income tax of $0 | 0 | 2,994 | 0 | 2,921 |
Net loss | (27,033) | (24,330) | (72,455) | (52,574) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (224) | (220) | (780) | (151) |
Unrealized holding gain (loss) on marketable securities, net | 301 | 1,085 | 3,164 | (868) |
Unrealized loss on derivative contracts, net | (2,459) | (8,946) | (19,001) | (12,407) |
Total other comprehensive loss, net of tax | (2,382) | (8,081) | (16,617) | (13,426) |
Comprehensive loss | $ (29,415) | $ (32,411) | $ (89,072) | $ (66,000) |
Basic and diluted income (loss) per share: | ||||
Continuing operations (in dollars per share) | $ (2.23) | $ (2.10) | $ (5.89) | $ (4.23) |
Discontinued operations (in dollars per share) | 0 | 0.23 | 0 | 0.22 |
Net loss (in dollars per share) | $ (2.23) | $ (1.87) | $ (5.89) | $ (4.01) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Income tax, discontinued operations | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (72,455) | $ (52,574) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Income from discontinued operations, net of income tax | 0 | (2,921) |
Amortization of subscriber accounts, dealer network and other intangible assets | 185,415 | 193,625 |
Depreciation | 6,329 | 7,788 |
Stock-based compensation | 5,205 | 5,038 |
Deferred income tax expense | 3,158 | 3,076 |
Gain on disposal of operating assets | 0 | (1,155) |
Amortization of debt discount and deferred debt costs | 8,063 | 7,751 |
Refinancing expense | 9,348 | 4,468 |
Bad debt expense | 7,855 | 7,036 |
Other non-cash activity, net | 3,884 | 6,560 |
Changes in assets and liabilities: | ||
Trade receivables | (7,906) | (7,203) |
Prepaid expenses and other assets | 717 | (4,235) |
Subscriber accounts - deferred contract costs | (2,080) | (1,181) |
Payables and other liabilities | 10,667 | 7,857 |
Operating activities from discontinued operations, net | 0 | 20 |
Net cash provided by operating activities | 158,200 | 173,950 |
Cash flows from investing activities: | ||
Capital expenditures | (5,071) | (10,042) |
Cost of subscriber accounts acquired | (160,117) | (205,050) |
Cash paid for acquisition, net of cash acquired | 0 | (56,778) |
Purchases of marketable securities | (5,036) | (24,448) |
Proceeds from sale of marketable securities | 12,909 | 48,616 |
Decrease (increase) in restricted cash | 55 | (42) |
Proceeds from the disposal of operating assets | 0 | 20,174 |
Net cash used in investing activities | (157,260) | (227,570) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 1,249,000 | 749,550 |
Payments on long-term debt | (1,200,009) | (640,465) |
Payments of financing costs | (16,711) | (6,477) |
Purchases and retirement of common stock | (7,140) | (27,555) |
Net cash provided by financing activities | 25,140 | 75,053 |
Net increase in cash and cash equivalents | 26,080 | 21,433 |
Cash and cash equivalents at beginning of period | 5,577 | 12,612 |
Cash and cash equivalents at end of period | 31,657 | 34,045 |
Supplemental cash flow information: | ||
State taxes paid, net | 2,759 | 3,491 |
Interest paid | $ 73,521 | $ 71,180 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common StockSeries A Common Stock | Common StockSeries B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 31, 2015 | $ 324,769 | $ 123 | $ 4 | $ 1,417,895 | $ (1,078,315) | $ (14,938) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (72,455) | (72,455) | ||||
Other comprehensive loss | (16,617) | (16,617) | ||||
Stock-based compensation | 5,326 | 5,326 | ||||
Value of shares withheld for minimum tax liability | (347) | (347) | ||||
Purchases and retirement of common stock | (7,140) | (4) | (7,136) | |||
Ending Balance at Sep. 30, 2016 | $ 233,536 | $ 119 | $ 4 | $ 1,415,738 | $ (1,150,770) | $ (31,555) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Ascent Capital Group, Inc. ("Ascent Capital" or the "Company") condensed consolidated financial statements represent the financial position and results of operations of Ascent Capital and its consolidated subsidiaries. Monitronics International, Inc. ("MONI") is the primary, wholly owned, operating subsidiary of the Company. On February 23, 2015, MONI acquired LiveWatch Security, LLC ("LiveWatch"), a Do-It-Yourself home security firm, offering professionally monitored security services through a direct-to-consumer sales channel (the "LiveWatch Acquisition"). The unaudited interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s (the "SEC") Regulation S-X. Accordingly, it does not include all of the information required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. The Company’s unaudited condensed consolidated financial statements as of September 30, 2016 , and for the three and nine months ended September 30, 2016 and 2015 , include Ascent Capital and all of its direct and indirect subsidiaries. The accompanying interim condensed consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the Ascent Capital Annual Report on Form 10-K for the year ended December 31, 2015 , filed with the SEC on February 29, 2016 (the "2015 Form 10-K"). 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 condensed consolidated financial statements primarily relate to valuation of goodwill, other intangible assets, long-lived assets, deferred tax assets, 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In March 2016, the FASB issued additional guidance which clarifies principal versus agent considerations, and in April 2016, the FASB issued further guidance which clarifies the identification of performance obligations and the implementation guidance for licensing. Additional guidance was issued in May 2016 which clarified, among other items, revenue collectability, presentation of sales tax and other similar taxes from customers and non-cash consideration. In the third quarter of 2015, the FASB deferred the effective date of the standard to annual and interim periods beginning after December 15, 2017. Early adoption will be permitted 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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), ("ASU 2016-02"). ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet and eliminates the current requirements for a company to use bright-line tests in determining lease classification. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, and requires a modified retrospective approach. The Company is currently evaluating the impact that adopting ASU 2016-02 will have on its financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation--Stock Compensation (Topic 718): Improvements to Employee Share Based Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements as well as classification of certain elements in the statement of cash flows. Adoption requirements are different for each change in the reporting method and may be prospective, retrospective and/or modified retrospective. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company plans to adopt the standard in its annual report for the period ending December 31, 2016. The adoption is not expected to have a material impact on the Company's financial position, results of operations and cash flows. |
LiveWatch Acquisition
LiveWatch Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
LiveWatch Acquisition | LiveWatch Acquisition On February 23, 2015 ("the Closing Date"), MONI acquired LiveWatch for a purchase price of approximately $61,550,000 (the "LiveWatch Purchase Price"). The LiveWatch Purchase Price includes approximately $3,988,000 of cash transferred directly to LiveWatch to fund transaction bonuses payable to LiveWatch employees as of the Closing Date. This cash is not included in the fair value of consideration transferred for the LiveWatch Acquisition. The LiveWatch Purchase Price also includes post-closing adjustments of $435,000 which were paid in the third quarter of 2015. The LiveWatch acquisition was funded by borrowings from MONI's revolving credit facility, as well as cash contributions from Ascent Capital. Goodwill in the amount of $36,047,000 was recognized in connection with the LiveWatch Acquisition and was calculated as the excess of the consideration transferred over the net assets recognized and represents the value to MONI for LiveWatch's recurring revenue and cash flow streams and its diversified business model and marketing channel. All of the goodwill acquired in the LiveWatch Acquisition is estimated to be deductible for tax purposes. The effect of the LiveWatch Acquisition was not material to the Company's consolidated results for the prior periods presented and, accordingly, pro forma financial disclosures have not been presented. |
Investments in Marketable Secur
Investments in Marketable Securities | 9 Months Ended |
Sep. 30, 2016 | |
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 a summary of amounts recorded on the condensed consolidated balance sheets (amounts in thousands): As of September 30, 2016 Cost Basis (b) Unrealized Gains Unrealized Losses Total Equity securities $ 3,767 $ — $ (348 ) $ 3,419 Mutual funds (a) 74,400 2,628 — 77,028 Ending balance $ 78,167 $ 2,628 $ (348 ) $ 80,447 As of December 31, 2015 Cost Basis (b) Unrealized Gains Unrealized Losses Total Equity securities $ 4,603 $ — $ (1,288 ) $ 3,315 Mutual funds (a) 83,333 824 (420 ) 83,737 Ending balance $ 87,936 $ 824 $ (1,708 ) $ 87,052 (a) Primarily consists of corporate bond funds. (b) When an other-than-temporary impairment occurs, the Company reduces the cost basis of the marketable security involved. In the second quarter of 2016, the Company recognized non-cash charges for an other-than-temporary impairment of $1,068,000 on its mutual funds and $836,000 on its equity securities for a total other-than-temporary impairment loss on marketable securities of $1,904,000 . During 2015, the Company recognized non-cash charges for other-than-temporary impairments on its mutual funds of $6,389,000 . The mutual fund impairments are attributable to a low interest rate environment and widening credit spreads. The equity security impairment is primarily attributable to foreign exchange losses based on weakening of the trading currency of the underlying investment. The following table provides the realized investment gains and losses and the total proceeds received from the sale of marketable securities (amounts in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Gross realized gains $ — $ 97 $ 244 $ 1,121 Gross realized losses $ 26 $ 171 $ 236 $ 771 Total proceeds $ 959 $ 17,612 $ 12,909 $ 48,616 |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Assets Held for Sale | Assets Held for Sale As of September 30, 2016 , the Company has $ 10,941,000 of land and buildings classified as Assets held for sale in the condensed consolidated balance sheet. The Company currently expects to complete the sale of these real estate properties during the next twelve months. |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued liabilities consisted of the following (amounts in thousands): September 30, December 31, Interest payable $ 27,800 $ 15,390 Income taxes payable 2,249 2,665 Legal accrual 864 379 LiveWatch acquisition retention bonus 4,312 — Other 11,988 13,139 Total Other accrued liabilities $ 47,213 $ 31,573 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (amounts in thousands): September 30, December 31, Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 7.8% $ 77,286 $ 74,507 MONI 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.4% 577,801 576,455 MONI term loan, matures September 30, 2022, LIBOR plus 5.50%, subject to a LIBOR floor of 1.00% (6.50%) with an effective rate of 7.2% 1,067,899 — MONI $295 million revolving credit facility, matures September 30 2021, LIBOR plus 4.00%, subject to a LIBOR floor of 1.00% (5.00%) with an effective rate of 5.3% 46,073 — MONI term loan, matures April 9, 2022, LIBOR plus 3.50%, subject to a LIBOR floor of 1.00% (4.50%) with an effective rate of 5.1% — 542,420 MONI term loan, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% (4.25%) with an effective rate of 5.0% — 394,938 MONI $315 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% (4.75%) with an effective rate of 5.9% — 131,048 1,769,059 1,719,368 Less current portion of long-term debt (11,000 ) (5,500 ) Long-term debt $ 1,758,059 $ 1,713,868 Convertible Notes The convertible notes total $96,775,000 in aggregate principal amount, mature on July 15, 2020 and bear interest at 4.00% per annum (the "Convertible Notes"). Interest on the Convertible Notes is payable semi-annually on January 15 and July 15 of each year. The Convertible Notes are convertible, under certain circumstances, into cash, shares of Ascent Capital's Series A common stock, par value $0.01 per share (the "Series A Common Stock"), or any combination thereof at Ascent Capital’s election. 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 Capital'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 Subtopic 470-20, Debt with Conversion and Other Options , 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 Subtopic 815-40, Contracts in an Entity’s Own Equity . The Convertible Notes are presented on the consolidated balance sheet as follows (amounts in thousands): As of As of Principal $ 96,775 $ 96,775 Unamortized discount (18,254 ) (20,857 ) Deferred debt costs (1,235 ) (1,411 ) Carrying value $ 77,286 $ 74,507 The Company is using an effective interest rate of 14.0% 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 $967,000 and $2,903,000 for the three and nine months ended September 30, 2016 , respectively, compared to $1,035,000 and $3,105,000 for the three and nine months ended September 30, 2015 , respectively. The Company amortized $958,000 and $2,779,000 of the Convertible Notes debt discount and deferred debt costs into interest expense for the three and nine months ended September 30, 2016 , compared to $934,000 and $2,735,000 for three and nine months ended September 30, 2015 . 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. Senior Notes The senior notes total $585,000,000 in principal, mature on April 1, 2020 and bear interest at 9.125% per annum (the "Senior Notes"). Interest payments are due semi-annually on April 1 and October 1 of each year. The Senior Notes are guaranteed by all of MONI’s existing domestic subsidiaries. Ascent Capital has not guaranteed any of MONI's obligations under the Senior Notes. As of September 30, 2016 , the Senior Notes had deferred financing costs and unamortized premium, net of accumulated amortization of $7,199,000 . Credit Facility On September 30, 2016, MONI entered into an amendment ("Amendment No. 6") with the lenders of its existing senior secured credit agreement dated March 23, 2012, and as amended and restated on April 9, 2015, February 17, 2015, August 16, 2013, March 25, 2013, and November 7, 2012 (the "Existing Credit Agreement"). Amendment No. 6 provided for, among other things, the issuance of a new $1,100,000,000 senior secured term loan at a 1.5% discount and a new $295,000,000 super priority revolver (the Existing Credit Agreement together with Amendment No. 6, the "Credit Facility"). MONI used the net proceeds from the new term loan to retire $403,784,000 of its existing term loan due in March 2018 and $543,125,000 of its existing term loan due in April 2022. Additionally, the Company retired its existing $315,000,000 revolving credit facility in the amount of $138,900,000 . On September 30, 2016, MONI borrowed $48,400,000 on the new Credit Facility revolver to fund its October 1, 2016 interest payment due under the Senior Notes of $26,691,000 as well as other refinancing fees. As a result of the refinancing, MONI accelerated amortization of certain deferred financing costs and debt discounts related to the extinguished term loans, and expensed certain other refinancing costs. The components of the refinancing expense is reflected below (amounts in thousands): For the Three and Nine Months Ended September 30, 2016 Accelerated amortization of deferred financing costs $ 4,160 Accelerated amortization of debt discount 3,416 Other refinancing costs 1,772 Total refinancing expense $ 9,348 As of September 30, 2016 , the Credit Facility term loan has a principal amount of $1,100,000,000 , maturing on September 30, 2022. The term loan requires quarterly interest payments and quarterly principal payments of $2,750,000 . The term loan bears interest at LIBOR plus 5.5% , subject to a LIBOR floor of 1.0% . The Credit Facility revolver has a principal amount outstanding of $48,400,000 as of September 30, 2016 and matures on September 30, 2021. The Credit Facility revolver bears interest at LIBOR plus 4.0% , subject to a LIBOR floor of 1.0% . There is a commitment fee of 0.5% on unused portions of the Credit Facility Revolver. As of September 30, 2016 , $246,600,000 is available for borrowing under the Credit Facility revolver. 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 MONI and all of its existing subsidiaries and is guaranteed by all of MONI's existing domestic subsidiaries. Ascent Capital has not guaranteed any of MONI's obligations under the Credit Facility. As of September 30, 2016 , MONI has deferred financing costs and unamortized discounts, net of accumulated amortization, of $34,428,000 related to the Credit Facility. In order to reduce the financial risk related to changes in interest rates associated with the floating rate term loan under the Credit Facility term loans, MONI has entered into interest rate swap agreements with terms similar to the Credit Facility term loan (all outstanding interest rate swap agreements are collectively referred to as the “Swaps”). The Swaps have been designated as effective hedges of the Company’s variable rate debt and qualify for hedge accounting. As a result of these interest rate swaps, MONI's current effective weighted average interest rate on the borrowings under the Credit Facility term loan is 7.15% . See note 8, Derivatives, for further disclosures related to these derivative instruments. The terms of the Convertible Notes, the Senior Notes and the Credit Facility provide for certain financial and nonfinancial covenants. As of September 30, 2016 , the Company was in compliance with all required covenants. As of September 30, 2016 , principal payments scheduled to be made on the Company’s debt obligations are as follows (amounts in thousands): Remainder of 2016 $ 2,750 2017 11,000 2018 11,000 2019 11,000 2020 692,775 2021 59,400 Thereafter 1,042,250 Total principal payments $ 1,830,175 Less: Unamortized deferred debt costs, discounts and premium, net 61,116 Total debt on condensed consolidated balance sheet $ 1,769,059 |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives MONI utilizes interest rate swap agreements to reduce the interest rate risk inherent in MONI's 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 9, Fair Value Measurements, for additional information about the credit valuation adjustments. As of September 30, 2016 , the Swaps’ outstanding notional balances, effective dates, maturity dates and interest rates paid and received are noted below: Notional Effective Date Maturity Date Fixed Rate Paid Variable Rate Received $ 525,250,000 March 28, 2013 March 23, 2018 1.884% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 139,200,000 March 28, 2013 March 23, 2018 1.384% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 108,825,377 September 30, 2013 March 23, 2018 1.959% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 108,825,377 September 30, 2013 March 23, 2018 1.850% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 191,475,002 March 23, 2018 April 9, 2022 3.110% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 250,000,000 March 23, 2018 April 9, 2022 3.110% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 50,000,000 March 23, 2018 April 9, 2022 2.504% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) On March 25, 2013 and September 30, 2016, MONI negotiated amendments to the terms of these interest rate swap agreements (the "Existing Swap Agreements," 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, MONI simultaneously dedesignated the Existing Swap Agreements and redesignated the Amended Swaps as cash flow hedges for the underlying change in the swap terms. The amounts previously recognized in Accumulated other comprehensive loss relating to the dedesignation are recognized in Interest expense over the remaining life of the Amended Swaps. 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 loss. Any ineffective portions of the Swaps' change in fair value are recognized in current earnings in Interest expense. Changes in the fair value of the Swaps recognized in Accumulated other comprehensive loss are reclassified to Interest expense when the hedged interest payments on the underlying debt are recognized. Amounts in Accumulated other comprehensive loss expected to be recognized in Interest expense in the coming 12 months total approximately $6,985,000 . The impact of the derivatives designated as cash flow hedges on the condensed consolidated financial statements is depicted below (amounts in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Effective portion of loss recognized in Accumulated other comprehensive loss $ (4,284 ) (10,784 ) $ (24,447 ) (17,872 ) Effective portion of loss reclassified from Accumulated other comprehensive loss into Net loss (a) $ (1,825 ) (1,838 ) $ (5,446 ) (5,465 ) Ineffective portion of amount of gain (loss) recognized into Net loss (a) $ 16 (142 ) $ (61 ) (143 ) (a) Amounts are included in Interest expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements According to the FASB ASC Topic 820, Fair Value Measurement , 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 September 30, 2016 and December 31, 2015 (amounts in thousands): Level 1 Level 2 Level 3 Total September 30, 2016 Money market funds (a) $ 1,050 — — $ 1,050 Investments in marketable securities (b) 80,447 — — 80,447 Derivative financial instruments - liabilities — (32,511 ) — (32,511 ) Total $ 81,497 (32,511 ) — $ 48,986 December 31, 2015 Money market funds (a) $ 2,242 — — $ 2,242 Investments in marketable securities (b) 87,052 — — 87,052 Derivative financial instruments - liabilities — (13,470 ) — (13,470 ) Total $ 89,294 (13,470 ) — $ 75,824 (a) Included in cash and cash equivalents on the condensed consolidated balance sheets. (b) Level 1 investments primarily consist of diversified corporate bond funds. The Company has determined that the significant inputs used to value the Swaps fall within Level 2 of the fair value hierarchy. 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): September 30, 2016 December 31, 2015 Long term debt, including current portion: Carrying value $ 1,769,059 $ 1,719,368 Fair value (a) 1,762,653 1,563,376 (a) The fair value is based on market quotations 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The following table presents the activity in the Series A Common Stock and Assent Capital's Series B common stock, par value $0.01 per share (the "Series B Common Stock"), for the nine months ended September 30, 2016 : Series A Common Stock Series B Common Stock Balance at December 31, 2015 12,301,248 382,359 Conversion from Series B to Series A Shares 500 (500 ) Issuance of stock awards 62,000 — Restricted stock forfeitures and tax withholding (34,668 ) — Repurchases and retirements of Series A shares (389,179 ) — Balance at September 30, 2016 11,939,901 381,859 Accumulated Other Comprehensive Income (Loss) The following table provides a summary of the changes in Accumulated other comprehensive income (loss) for the period presented (amounts in thousands): Foreign currency translation adjustments Unrealized holding gains and losses on marketable securities, net (a) Unrealized gains and losses on derivative instruments, net (b) Accumulated other comprehensive loss As of December 31, 2015 $ (508 ) (884 ) (13,546 ) $ (14,938 ) Gain (loss) through Accumulated other comprehensive loss, net of income tax of $0 (780 ) 1,268 (24,447 ) (23,959 ) Reclassifications of loss into Net loss, net of income tax of $0 — 1,896 5,446 7,342 Net current period other comprehensive income (loss) (780 ) 3,164 (19,001 ) (16,617 ) As of September 30, 2016 $ (1,288 ) 2,280 (32,547 ) $ (31,555 ) (a) Amounts reclassified into net loss are included in Other income, net on the condensed consolidated statement of operations. See note 4, Investments in Marketable Securities, for further information. (b) Amounts reclassified into net loss are included in Interest expense on the condensed consolidated statement of operations. See note 8, Derivatives, for further information. |
Basic and Diluted Earnings (Los
Basic and Diluted Earnings (Loss) Per Common Share-Series A and Series B | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
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 earnings (loss) by the weighted average number of shares of Series A Common Stock and Series B Common Stock outstanding for the period. Diluted EPS is computed by dividing net earnings (loss) by the sum of the weighted average number of shares of Series A Common Stock and Series B Common Stock outstanding and the effect of dilutive securities such as outstanding stock options and unvested restricted stock. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Weighted average Series A and Series B shares — basic and diluted 12,101,214 12,993,183 12,304,879 13,122,552 For all periods presented, diluted EPS is computed the same as basic EPS because the Company recorded a loss from continuing operations, which would make potentially dilutive securities anti-dilutive. For the three and nine months ended September 30, 2016 , diluted shares outstanding excluded the effect of 332,403 potentially dilutive unvested restricted stock awards and performance stock units because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015 , diluted shares outstanding excluded the effect of 766,059 potentially dilutive stock options and unvested restricted stock awards because their inclusion would have been anti-dilutive. |
Commitments, Contingencies and
Commitments, Contingencies and Other Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other Liabilities | Commitments, Contingencies and Other Liabilities The Company is involved in litigation and similar claims incidental to the conduct of its business. 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. |
Reportable Business Segments
Reportable Business Segments | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Reportable Business Segments | Reportable Business Segments Description of Segments The Company operates through two reportable business segments according to the nature and economic characteristics of its services as well as the manner in which the information issued internally by the Company's key decision maker, who is the Company's Chief Executive Officer. The Company's business segments are as follows: MONI The MONI segment is primarily engaged in the business of providing security alarm monitoring services: monitoring signals arising from burglaries, fires, medical alerts and other events through security systems at subscribers' premises, as well as providing customer service and technical support. MONI outsources the sales, installation and most of its field service functions to its dealers. By outsourcing the low margin, high fixed-cost elements of its business to a large network of independent service providers, MONI is able to allocate capital to growing its revenue-generating account base rather than to local offices or depreciating hard assets. LiveWatch LiveWatch is a Do-It-Yourself home security provider offering professionally monitored security services through a direct-to-consumer sales channel. LiveWatch offers a differentiated go-to-market strategy through direct response TV, internet and radio advertising. When a customer initiates the process to obtain monitoring services, LiveWatch pre-configures the alarm monitoring system based on customer specifications. LiveWatch then packages and ships the equipment directly to the customer. The customer self-installs the equipment on-site and activates the monitoring service over the phone. Other Activities Other Activities primarily consists of Ascent Capital's corporate costs, including administrative and other activities not associated with the operation of the reportable segments. As they arise, transactions between segments are recorded on an arm's length basis using relevant market prices. Prior to the acquisition of LiveWatch in February 2015, Ascent Capital had one operating segment. Therefore, the LiveWatch segment only includes amounts incurred from the purchase date. The following table sets forth selected data from the accompanying condensed consolidated statements of operations for the periods indicated (amounts in thousands): MONI LiveWatch Other Consolidated Three Months Ended September 30, 2016 Net revenue $ 136,910 $ 5,855 $ — $ 142,765 Depreciation and amortization $ 63,117 $ 1,123 $ 68 $ 64,308 Net loss from continuing operations before income taxes $ (15,238 ) $ (5,835 ) $ (4,033 ) $ (25,106 ) Three Months Ended September 30, 2015 Net revenue $ 137,461 $ 4,385 $ — $ 141,846 Depreciation and amortization $ 68,535 $ 1,140 $ 88 $ 69,763 Net loss from continuing operations before income taxes $ (13,879 ) $ (5,554 ) $ (5,902 ) $ (25,335 ) Nine Months Ended September 30, 2016 Net revenue $ 413,180 $ 16,509 $ — $ 429,689 Depreciation and amortization $ 188,146 $ 3,353 $ 245 $ 191,744 Net loss from continuing operations before income taxes $ (38,092 ) $ (16,167 ) $ (12,682 ) $ (66,941 ) Nine Months Ended September 30, 2015 Net revenue $ 411,798 $ 10,007 $ — $ 421,805 Depreciation and amortization $ 198,433 $ 2,690 $ 290 $ 201,413 Net loss from continuing operations before income taxes $ (27,822 ) $ (11,960 ) $ (9,717 ) $ (49,499 ) The following table sets forth selected data from the accompanying condensed consolidated balance sheets for the periods indicated (amounts in thousands): MONI LiveWatch Other Consolidated Balance at September 30, 2016 Subscriber accounts, net of amortization $ 1,382,961 $ 22,103 $ — $ 1,405,064 Goodwill $ 527,502 $ 36,047 $ — $ 563,549 Total assets $ 2,093,414 $ 64,120 $ 6,929 $ 2,164,463 Balance at December 31, 2015 Subscriber accounts, net of amortization $ 1,400,515 $ 23,023 $ — $ 1,423,538 Goodwill $ 527,502 $ 36,047 $ — $ 563,549 Total assets $ 2,033,180 $ 63,267 $ 76,858 $ 2,173,305 |
Recent Accounting Pronounceme21
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In March 2016, the FASB issued additional guidance which clarifies principal versus agent considerations, and in April 2016, the FASB issued further guidance which clarifies the identification of performance obligations and the implementation guidance for licensing. Additional guidance was issued in May 2016 which clarified, among other items, revenue collectability, presentation of sales tax and other similar taxes from customers and non-cash consideration. In the third quarter of 2015, the FASB deferred the effective date of the standard to annual and interim periods beginning after December 15, 2017. Early adoption will be permitted 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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), ("ASU 2016-02"). ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet and eliminates the current requirements for a company to use bright-line tests in determining lease classification. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, and requires a modified retrospective approach. The Company is currently evaluating the impact that adopting ASU 2016-02 will have on its financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation--Stock Compensation (Topic 718): Improvements to Employee Share Based Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements as well as classification of certain elements in the statement of cash flows. Adoption requirements are different for each change in the reporting method and may be prospective, retrospective and/or modified retrospective. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company plans to adopt the standard in its annual report for the period ending December 31, 2016. The adoption is not expected to have a material impact on the Company's financial position, results of operations and cash flows. |
Investments in Marketable Sec22
Investments in Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Activity of Investments Classified as Available-For-Sale Securities | The following table presents a summary of amounts recorded on the condensed consolidated balance sheets (amounts in thousands): As of September 30, 2016 Cost Basis (b) Unrealized Gains Unrealized Losses Total Equity securities $ 3,767 $ — $ (348 ) $ 3,419 Mutual funds (a) 74,400 2,628 — 77,028 Ending balance $ 78,167 $ 2,628 $ (348 ) $ 80,447 As of December 31, 2015 Cost Basis (b) Unrealized Gains Unrealized Losses Total Equity securities $ 4,603 $ — $ (1,288 ) $ 3,315 Mutual funds (a) 83,333 824 (420 ) 83,737 Ending balance $ 87,936 $ 824 $ (1,708 ) $ 87,052 (a) Primarily consists of corporate bond funds. (b) When an other-than-temporary impairment occurs, the Company reduces the cost basis of the marketable security involved. In the second quarter of 2016, the Company recognized non-cash charges for an other-than-temporary impairment of $1,068,000 on its mutual funds and $836,000 on its equity securities for a total other-than-temporary impairment loss on marketable securities of $1,904,000 . During 2015, the Company recognized non-cash charges for other-than-temporary impairments on its mutual funds of $6,389,000 . The mutual fund impairments are attributable to a low interest rate environment and widening credit spreads. The equity security impairment is primarily attributable to foreign exchange losses based on weakening of the trading currency of the underlying investment. |
Schedule of Realized Gain (Loss) | The following table provides the realized investment gains and losses and the total proceeds received from the sale of marketable securities (amounts in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Gross realized gains $ — $ 97 $ 244 $ 1,121 Gross realized losses $ 26 $ 171 $ 236 $ 771 Total proceeds $ 959 $ 17,612 $ 12,909 $ 48,616 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of other accrued liabilities | Other accrued liabilities consisted of the following (amounts in thousands): September 30, December 31, Interest payable $ 27,800 $ 15,390 Income taxes payable 2,249 2,665 Legal accrual 864 379 LiveWatch acquisition retention bonus 4,312 — Other 11,988 13,139 Total Other accrued liabilities $ 47,213 $ 31,573 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (amounts in thousands): September 30, December 31, Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 7.8% $ 77,286 $ 74,507 MONI 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.4% 577,801 576,455 MONI term loan, matures September 30, 2022, LIBOR plus 5.50%, subject to a LIBOR floor of 1.00% (6.50%) with an effective rate of 7.2% 1,067,899 — MONI $295 million revolving credit facility, matures September 30 2021, LIBOR plus 4.00%, subject to a LIBOR floor of 1.00% (5.00%) with an effective rate of 5.3% 46,073 — MONI term loan, matures April 9, 2022, LIBOR plus 3.50%, subject to a LIBOR floor of 1.00% (4.50%) with an effective rate of 5.1% — 542,420 MONI term loan, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% (4.25%) with an effective rate of 5.0% — 394,938 MONI $315 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% (4.75%) with an effective rate of 5.9% — 131,048 1,769,059 1,719,368 Less current portion of long-term debt (11,000 ) (5,500 ) Long-term debt $ 1,758,059 $ 1,713,868 |
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 Principal $ 96,775 $ 96,775 Unamortized discount (18,254 ) (20,857 ) Deferred debt costs (1,235 ) (1,411 ) Carrying value $ 77,286 $ 74,507 |
Schedule of components of refinancing expense | The components of the refinancing expense is reflected below (amounts in thousands): For the Three and Nine Months Ended September 30, 2016 Accelerated amortization of deferred financing costs $ 4,160 Accelerated amortization of debt discount 3,416 Other refinancing costs 1,772 Total refinancing expense $ 9,348 |
Schedule of maturities of long-term debt including short term borrowings | As of September 30, 2016 , principal payments scheduled to be made on the Company’s debt obligations are as follows (amounts in thousands): Remainder of 2016 $ 2,750 2017 11,000 2018 11,000 2019 11,000 2020 692,775 2021 59,400 Thereafter 1,042,250 Total principal payments $ 1,830,175 Less: Unamortized deferred debt costs, discounts and premium, net 61,116 Total debt on condensed consolidated balance sheet $ 1,769,059 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Swaps' outstanding notional balance and terms | As of September 30, 2016 , the Swaps’ outstanding notional balances, effective dates, maturity dates and interest rates paid and received are noted below: Notional Effective Date Maturity Date Fixed Rate Paid Variable Rate Received $ 525,250,000 March 28, 2013 March 23, 2018 1.884% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 139,200,000 March 28, 2013 March 23, 2018 1.384% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 108,825,377 September 30, 2013 March 23, 2018 1.959% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 108,825,377 September 30, 2013 March 23, 2018 1.850% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 191,475,002 March 23, 2018 April 9, 2022 3.110% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 250,000,000 March 23, 2018 April 9, 2022 3.110% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 50,000,000 March 23, 2018 April 9, 2022 2.504% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) On March 25, 2013 and September 30, 2016, MONI negotiated amendments to the terms of these interest rate swap agreements (the "Existing Swap Agreements," 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, MONI simultaneously dedesignated the Existing Swap Agreements and redesignated the Amended Swaps as cash flow hedges for the underlying change in the swap terms. The amounts previously recognized in Accumulated other comprehensive loss relating to the dedesignation are 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 condensed consolidated financial statements is depicted below (amounts in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Effective portion of loss recognized in Accumulated other comprehensive loss $ (4,284 ) (10,784 ) $ (24,447 ) (17,872 ) Effective portion of loss reclassified from Accumulated other comprehensive loss into Net loss (a) $ (1,825 ) (1,838 ) $ (5,446 ) (5,465 ) Ineffective portion of amount of gain (loss) recognized into Net loss (a) $ 16 (142 ) $ (61 ) (143 ) (a) Amounts are included in Interest expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015 (amounts in thousands): Level 1 Level 2 Level 3 Total September 30, 2016 Money market funds (a) $ 1,050 — — $ 1,050 Investments in marketable securities (b) 80,447 — — 80,447 Derivative financial instruments - liabilities — (32,511 ) — (32,511 ) Total $ 81,497 (32,511 ) — $ 48,986 December 31, 2015 Money market funds (a) $ 2,242 — — $ 2,242 Investments in marketable securities (b) 87,052 — — 87,052 Derivative financial instruments - liabilities — (13,470 ) — (13,470 ) Total $ 89,294 (13,470 ) — $ 75,824 (a) Included in cash and cash equivalents on the condensed consolidated balance sheets. (b) Level 1 investments primarily consist of diversified corporate bond funds. |
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): September 30, 2016 December 31, 2015 Long term debt, including current portion: Carrying value $ 1,769,059 $ 1,719,368 Fair value (a) 1,762,653 1,563,376 (a) The fair value is based on market quotations from third party financial institutions and is classified as Level 2 in the hierarchy. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Activity in the Series A and Series B Common Stock | The following table presents the activity in the Series A Common Stock and Assent Capital's Series B common stock, par value $0.01 per share (the "Series B Common Stock"), for the nine months ended September 30, 2016 : Series A Common Stock Series B Common Stock Balance at December 31, 2015 12,301,248 382,359 Conversion from Series B to Series A Shares 500 (500 ) Issuance of stock awards 62,000 — Restricted stock forfeitures and tax withholding (34,668 ) — Repurchases and retirements of Series A shares (389,179 ) — Balance at September 30, 2016 11,939,901 381,859 |
Summary of the Changes in Accumulated Other Comprehensive Loss | The following table provides a summary of the changes in Accumulated other comprehensive income (loss) for the period presented (amounts in thousands): Foreign currency translation adjustments Unrealized holding gains and losses on marketable securities, net (a) Unrealized gains and losses on derivative instruments, net (b) Accumulated other comprehensive loss As of December 31, 2015 $ (508 ) (884 ) (13,546 ) $ (14,938 ) Gain (loss) through Accumulated other comprehensive loss, net of income tax of $0 (780 ) 1,268 (24,447 ) (23,959 ) Reclassifications of loss into Net loss, net of income tax of $0 — 1,896 5,446 7,342 Net current period other comprehensive income (loss) (780 ) 3,164 (19,001 ) (16,617 ) As of September 30, 2016 $ (1,288 ) 2,280 (32,547 ) $ (31,555 ) (a) Amounts reclassified into net loss are included in Other income, net on the condensed consolidated statement of operations. See note 4, Investments in Marketable Securities, for further information. (b) Amounts reclassified into net loss are included in Interest expense on the condensed consolidated statement of operations. See note 8, Derivatives, for further information. |
Basic and Diluted Earnings (L28
Basic and Diluted Earnings (Loss) Per Common Share-Series A and Series B (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of shares used in calculation of basic and diluted earnings (loss) per common share | Diluted EPS is computed by dividing net earnings (loss) by the sum of the weighted average number of shares of Series A Common Stock and Series B Common Stock outstanding and the effect of dilutive securities such as outstanding stock options and unvested restricted stock. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Weighted average Series A and Series B shares — basic and diluted 12,101,214 12,993,183 12,304,879 13,122,552 |
Reportable Business Segments (T
Reportable Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth selected data from the accompanying condensed consolidated statements of operations for the periods indicated (amounts in thousands): MONI LiveWatch Other Consolidated Three Months Ended September 30, 2016 Net revenue $ 136,910 $ 5,855 $ — $ 142,765 Depreciation and amortization $ 63,117 $ 1,123 $ 68 $ 64,308 Net loss from continuing operations before income taxes $ (15,238 ) $ (5,835 ) $ (4,033 ) $ (25,106 ) Three Months Ended September 30, 2015 Net revenue $ 137,461 $ 4,385 $ — $ 141,846 Depreciation and amortization $ 68,535 $ 1,140 $ 88 $ 69,763 Net loss from continuing operations before income taxes $ (13,879 ) $ (5,554 ) $ (5,902 ) $ (25,335 ) Nine Months Ended September 30, 2016 Net revenue $ 413,180 $ 16,509 $ — $ 429,689 Depreciation and amortization $ 188,146 $ 3,353 $ 245 $ 191,744 Net loss from continuing operations before income taxes $ (38,092 ) $ (16,167 ) $ (12,682 ) $ (66,941 ) Nine Months Ended September 30, 2015 Net revenue $ 411,798 $ 10,007 $ — $ 421,805 Depreciation and amortization $ 198,433 $ 2,690 $ 290 $ 201,413 Net loss from continuing operations before income taxes $ (27,822 ) $ (11,960 ) $ (9,717 ) $ (49,499 ) The following table sets forth selected data from the accompanying condensed consolidated balance sheets for the periods indicated (amounts in thousands): MONI LiveWatch Other Consolidated Balance at September 30, 2016 Subscriber accounts, net of amortization $ 1,382,961 $ 22,103 $ — $ 1,405,064 Goodwill $ 527,502 $ 36,047 $ — $ 563,549 Total assets $ 2,093,414 $ 64,120 $ 6,929 $ 2,164,463 Balance at December 31, 2015 Subscriber accounts, net of amortization $ 1,400,515 $ 23,023 $ — $ 1,423,538 Goodwill $ 527,502 $ 36,047 $ — $ 563,549 Total assets $ 2,033,180 $ 63,267 $ 76,858 $ 2,173,305 |
LiveWatch Acquisition - Narrati
LiveWatch Acquisition - Narrative (Details) - USD ($) $ in Thousands | Feb. 23, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 563,549 | $ 563,549 | ||
LiveWatch | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 61,550 | |||
Payments to acquire businesses, gross | 3,988 | |||
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred | $ 435 | |||
Goodwill | $ 36,047 |
Investments in Marketable Sec31
Investments in Marketable Securities - Schedule of Investment Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | $ 87,936 | $ 78,167 | |
Unrealized Gains | 824 | 2,628 | |
Unrealized Losses | (1,708) | (348) | |
Total | 87,052 | 80,447 | |
Other than temporary impairment losses, investments, available-for-sale securities | $ 1,904 | ||
Equity securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | 4,603 | 3,767 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | (1,288) | (348) | |
Total | 3,315 | 3,419 | |
Other than temporary impairment losses, investments, available-for-sale securities | 836 | ||
Mutual funds | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | 83,333 | 74,400 | |
Unrealized Gains | 824 | 2,628 | |
Unrealized Losses | (420) | 0 | |
Total | 83,737 | $ 77,028 | |
Other than temporary impairment losses, investments, available-for-sale securities | $ 1,068 | $ 6,389 |
Investments in Marketable Sec32
Investments in Marketable Securities - Realized Gain (Loss) On Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Gross realized gains | $ 0 | $ 97 | $ 244 | $ 1,121 |
Gross realized losses | 26 | 171 | 236 | 771 |
Total proceeds | $ 959 | $ 17,612 | $ 12,909 | $ 48,616 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Assets held for sale | $ 10,941 | $ 6,265 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Interest payable | $ 27,800 | $ 15,390 |
Income taxes payable | 2,249 | 2,665 |
Legal accrual | 864 | 379 |
LiveWatch acquisition retention bonus | 4,312 | 0 |
Other | 11,988 | 13,139 |
Total Other accrued liabilities | $ 47,213 | $ 31,573 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Carrying value | $ 1,769,059,000 | $ 1,719,368,000 |
Less current portion of long-term debt | (11,000,000) | (5,500,000) |
Long-term debt | 1,758,059,000 | 1,713,868,000 |
Convertible Senior Notes 4 Percent Due 2020 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 77,286,000 | $ 74,507,000 |
Stated interest rate on debt | 4.00% | 4.00% |
Effective interest rate | 7.80% | 7.80% |
Senior Notes 9.125 Percent Due 2020 | MONI | Senior Notes | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 577,801,000 | $ 576,455,000 |
Stated interest rate on debt | 9.125% | 9.125% |
Effective interest rate | 9.40% | 9.40% |
Term Loan Due September 2022 | MONI | Term Loan | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 1,067,899,000 | $ 0 |
Effective interest rate | 7.20% | |
Term Loan Due September 2022 | MONI | Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on variable rate index | 5.50% | |
Variable rate basis floor | 1.00% | |
Revolving Credit Facility Due 2021 | MONI | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 46,073,000 | 0 |
Effective interest rate | 5.30% | |
Spread on variable rate index | 4.00% | |
Borrowing capacity | $ 295,000,000 | |
Revolving Credit Facility Due 2021 | MONI | Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on variable rate index | 4.00% | |
Variable rate basis floor | 1.00% | |
Term Loan Due March, 2018 | MONI | Term Loan | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 0 | $ 394,938,000 |
Effective interest rate | 5.00% | 5.00% |
Term Loan Due March, 2018 | MONI | Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on variable rate index | 3.25% | 3.25% |
Variable rate basis floor | 1.00% | 1.00% |
Term Loan Due April 2022 | MONI | Term Loan | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 0 | $ 542,420,000 |
Effective interest rate | 5.10% | 5.10% |
Term Loan Due April 2022 | MONI | Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on variable rate index | 3.50% | 3.50% |
Variable rate basis floor | 1.00% | 1.00% |
Revolving Credit Facility Due 2017 | MONI | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 0 | $ 131,048,000 |
Effective interest rate | 5.90% | 5.90% |
Borrowing capacity | $ 315,000,000 | $ 315,000,000 |
Revolving Credit Facility Due 2017 | MONI | Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on variable rate index | 3.75% | 3.75% |
Variable rate basis floor | 1.00% | 1.00% |
Minimum | Term Loan Due September 2022 | MONI | Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt | 6.50% | |
Minimum | Revolving Credit Facility Due 2021 | MONI | Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt | 5.00% | |
Minimum | Term Loan Due March, 2018 | MONI | Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt | 4.25% | 4.25% |
Minimum | Term Loan Due April 2022 | MONI | Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt | 4.50% | 4.50% |
Minimum | Revolving Credit Facility Due 2017 | MONI | Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt | 4.75% | 4.75% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands | Oct. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 31,794,000 | $ 31,466,000 | $ 94,805,000 | $ 92,140,000 | ||||
Amortization of debt discount and deferred debt costs | $ 8,063,000 | 7,751,000 | ||||||
Term Loan | Interest Rate Swap | MONI | Designated as Hedging Instrument | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative, fixed interest rate | 7.15% | 7.15% | 7.15% | |||||
Revolving Credit Facility | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, current borrowing capacity | $ 315,000,000 | |||||||
Repayments of lines of credit | $ 138,900,000 | |||||||
Series A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Convertible Senior Notes 4 Percent Due 2020 | Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Strike price (in dollars per share) | $ 118.62 | $ 118.62 | $ 118.62 | |||||
Warrant strike price | 50.00% | |||||||
Convertible Senior Notes 4 Percent Due 2020 | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 96,775,000 | $ 96,775,000 | $ 96,775,000 | |||||
Stated interest rate on debt | 4.00% | 4.00% | 4.00% | 4.00% | ||||
Principal amount for conversion ratio | $ 1,000 | $ 1,000 | $ 1,000 | |||||
Redemption price percentage | 100.00% | |||||||
Effective interest rate to calculate accretion | 14.00% | 14.00% | 14.00% | |||||
Interest expense | $ 967,000 | 1,035,000 | $ 2,903,000 | 3,105,000 | ||||
Amortization of debt discount and deferred debt costs | $ 958,000 | $ 934,000 | $ 2,779,000 | $ 2,735,000 | ||||
Convertible Senior Notes 4 Percent Due 2020 | Series A Common Stock | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion ratio on debt | 9.7272 | |||||||
Conversion price (greater than) (in dollars per share) | $ 102.804 | $ 102.804 | $ 102.804 | |||||
Convertible Senior Notes 4 Percent Due 2020 | Series A Common Stock | Convertible Debt | Call Option | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares attributable to dilutive effect of debt conversion (in shares) | 1,007 | |||||||
Senior Notes 9.125 Percent Due 2020 | Senior Notes Due April 2020 | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 585,000,000 | $ 585,000,000 | $ 585,000,000 | |||||
Stated interest rate on debt | 9.125% | 9.125% | 9.125% | 9.125% | ||||
Accumulated amortization, debt issuance costs | $ 7,199,000 | $ 7,199,000 | $ 7,199,000 | |||||
Term Loan Due September 2022 | Term Loan | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 1,100,000,000 | 1,100,000,000 | 1,100,000,000 | |||||
Debt discount on purchase price, percentage | 1.50% | |||||||
Periodic payment of principal | $ 2,750,000 | |||||||
Term Loan Due September 2022 | Term Loan | MONI | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate index | 5.50% | |||||||
Variable rate basis floor | 1.00% | |||||||
Revolving Credit Facility Due 2021 | Revolving Credit Facility | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 295,000,000 | 295,000,000 | $ 295,000,000 | |||||
Line of credit | 48,400,000 | 48,400,000 | $ 48,400,000 | |||||
Spread on variable rate index | 4.00% | |||||||
Revolving Credit Facility Due 2021 | Revolving Credit Facility | MONI | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate index | 4.00% | |||||||
Variable rate basis floor | 1.00% | |||||||
Revolving Credit Facility Due 2017 | Revolving Credit Facility | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 315,000,000 | 315,000,000 | $ 315,000,000 | $ 315,000,000 | ||||
Revolving Credit Facility Due 2017 | Revolving Credit Facility | MONI | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate index | 3.75% | 3.75% | ||||||
Variable rate basis floor | 1.00% | 1.00% | ||||||
Term Loan Due April 2022 | Term Loan | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | 543,125,000 | |||||||
Term Loan Due April 2022 | Term Loan | MONI | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate index | 3.50% | 3.50% | ||||||
Variable rate basis floor | 1.00% | 1.00% | ||||||
Term Loan Due March, 2018 | Term Loan | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | 403,784,000 | |||||||
Term Loan Due March, 2018 | Term Loan | MONI | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate index | 3.25% | 3.25% | ||||||
Variable rate basis floor | 1.00% | 1.00% | ||||||
Secured Debt | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, unamortized discount (premium) and debt issuance costs, net | 34,428,000 | 34,428,000 | $ 34,428,000 | |||||
Revolving Credit Facility | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | 48,400,000 | 48,400,000 | 48,400,000 | |||||
Remaining borrowing capacity | $ 246,600,000 | $ 246,600,000 | $ 246,600,000 | |||||
Revolving Credit Facility | MONI | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity commitment fee percentage | 0.50% | |||||||
Subsequent Event | Senior Notes Due April 2020 | MONI | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment, interest | $ 26,691,000 |
Long-Term Debt - Schedule of Co
Long-Term Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Principal | $ 1,830,175 | |
Carrying value | 1,769,059 | $ 1,719,368 |
Convertible Senior Notes 4 Percent Due 2020 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal | 96,775 | 96,775 |
Unamortized discount | (18,254) | (20,857) |
Deferred debt costs | (1,235) | (1,411) |
Carrying value | $ 77,286 | $ 74,507 |
Long-Term Debt - Components of
Long-Term Debt - Components of Refinancing Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | ||||
Accelerated amortization of deferred financing costs | $ 4,160 | |||
Accelerated amortization of debt discount | 3,416 | |||
Long-term Debt, Other Refinancing Costs | 1,772 | |||
Total refinancing expense | $ 9,348 | $ 0 | $ 9,348 | $ 4,468 |
MONI | ||||
Debt Instrument [Line Items] | ||||
Accelerated amortization of deferred financing costs | 4,160 | |||
Accelerated amortization of debt discount | 3,416 | |||
Long-term Debt, Other Refinancing Costs | 1,772 | |||
Total refinancing expense | $ 9,348 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long and Short Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Remainder of 2016 | $ 2,750 | |
2,017 | 11,000 | |
2,018 | 11,000 | |
2,019 | 11,000 | |
2,020 | 692,775 | |
2,021 | 59,400 | |
Thereafter | 1,042,250 | |
Total principal payments | 1,830,175 | |
Unamortized deferred debt costs, discounts and premium, net | 61,116 | |
Carrying value | $ 1,769,059 | $ 1,719,368 |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Instruments (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
1.884 % interest rate swaps | |
Derivatives | |
Notional | $ 525,250,000 |
Fixed Rate Paid | 1.884% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
1.384 % interest rate swaps | |
Derivatives | |
Notional | $ 139,200,000 |
Fixed Rate Paid | 1.384% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
1.959 % interest rate swaps | |
Derivatives | |
Notional | $ 108,825,377 |
Fixed Rate Paid | 1.959% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
1.850 % interest rate swaps | |
Derivatives | |
Notional | $ 108,825,377 |
Fixed Rate Paid | 1.85% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
3.110 % interest rate swaps | |
Derivatives | |
Notional | $ 191,475,002 |
Fixed Rate Paid | 3.11% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
3.110 % interest rate swaps | |
Derivatives | |
Notional | $ 250,000,000 |
Fixed Rate Paid | 3.11% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
2.504 % Interest rate swaps | |
Derivatives | |
Notional | $ 50,000,000 |
Fixed Rate Paid | 2.504% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
Derivatives - Summary of Cash F
Derivatives - Summary of Cash Flow Hedges (Details) - Cash Flow Hedging - Interest Rate Swap - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivatives | ||||
Interest rate cash flow hedge loss to be reclassified during next twelve months, net | $ 6,985 | $ 6,985 | ||
Effective portion of loss recognized in Accumulated other comprehensive loss | (4,284) | $ (10,784) | (24,447) | $ (17,872) |
Effective portion of loss reclassified from Accumulated other comprehensive income into Net Loss | (1,825) | (1,838) | (5,446) | (5,465) |
Ineffective portion of amount of gain (loss) recognized into Net loss | $ 16 | $ (142) | $ (61) | $ (143) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Measurements | ||
Investments in marketable securities | $ 80,447 | $ 87,052 |
Recurring | ||
Fair Value Measurements | ||
Money market funds | 1,050 | 2,242 |
Investments in marketable securities | 80,447 | 87,052 |
Derivative financial instruments - liabilities | (32,511) | (13,470) |
Total | 48,986 | 75,824 |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Money market funds | 1,050 | 2,242 |
Investments in marketable securities | 80,447 | 87,052 |
Derivative financial instruments - liabilities | 0 | 0 |
Total | 81,497 | 89,294 |
Recurring | Level 2 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
Investments in marketable securities | 0 | 0 |
Derivative financial instruments - liabilities | (32,511) | (13,470) |
Total | (32,511) | (13,470) |
Recurring | Level 3 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
Investments in marketable securities | 0 | 0 |
Derivative financial instruments - liabilities | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements - Sch43
Fair Value Measurements - Schedule of Fair Value Not Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Long term debt, including current portion: | ||
Carrying value | $ 1,769,059 | $ 1,719,368 |
Level 2 | ||
Long term debt, including current portion: | ||
Fair value | $ 1,762,653 | $ 1,563,376 |
Stockholders' Equity - Roll For
Stockholders' Equity - Roll Forward (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Series A Common Stock | ||
Stockholders' Equity | ||
Conversion of Stock, Shares Issued | 500 | |
Increase (Decrease) in Stockholders' Equity | ||
Beginning Balance (in shares) | 12,301,248 | |
Issuance of stock awards (in shares) | 62,000 | |
Restricted stock forfeitures and tax withholding (in shares) | (34,668) | |
Repurchases and retirements of Series A shares (in shares) | (389,179) | |
Ending Balance (in shares) | 11,939,901 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series B Common Stock | ||
Stockholders' Equity | ||
Conversion of Stock, Shares Converted | (500) | |
Increase (Decrease) in Stockholders' Equity | ||
Beginning Balance (in shares) | 382,359 | |
Issuance of stock awards (in shares) | 0 | |
Restricted stock forfeitures and tax withholding (in shares) | 0 | |
Repurchases and retirements of Series A shares (in shares) | 0 | |
Ending Balance (in shares) | 381,859 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Accumulated Other Comprehensive Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Changes in accumulated other comprehensive loss | ||||
Beginning Balance | $ 324,769,000 | |||
Net current period other comprehensive income (loss) | $ (2,382,000) | $ (8,081,000) | (16,617,000) | $ (13,426,000) |
Ending Balance | 233,536,000 | 233,536,000 | ||
Other comprehensive income (loss) before reclassifications, tax | 0 | |||
Reclassification from AOCI, current period, tax | 0 | |||
Foreign currency translation adjustments | ||||
Changes in accumulated other comprehensive loss | ||||
Beginning Balance | (508,000) | |||
Gain (loss) through Accumulated other comprehensive loss, net of income tax of $0 | (780,000) | |||
Reclassifications of loss into Net loss, net of income tax of $0 | 0 | |||
Net current period other comprehensive income (loss) | (780,000) | |||
Ending Balance | (1,288,000) | (1,288,000) | ||
Unrealized holding gains and losses on marketable securities, net | ||||
Changes in accumulated other comprehensive loss | ||||
Beginning Balance | (884,000) | |||
Gain (loss) through Accumulated other comprehensive loss, net of income tax of $0 | 1,268,000 | |||
Reclassifications of loss into Net loss, net of income tax of $0 | 1,896,000 | |||
Net current period other comprehensive income (loss) | 3,164,000 | |||
Ending Balance | 2,280,000 | 2,280,000 | ||
Unrealized gains and losses on derivative instruments, net | ||||
Changes in accumulated other comprehensive loss | ||||
Beginning Balance | (13,546,000) | |||
Gain (loss) through Accumulated other comprehensive loss, net of income tax of $0 | (24,447,000) | |||
Reclassifications of loss into Net loss, net of income tax of $0 | 5,446,000 | |||
Net current period other comprehensive income (loss) | (19,001,000) | |||
Ending Balance | (32,547,000) | (32,547,000) | ||
Accumulated other comprehensive loss | ||||
Changes in accumulated other comprehensive loss | ||||
Beginning Balance | (14,938,000) | |||
Gain (loss) through Accumulated other comprehensive loss, net of income tax of $0 | (23,959,000) | |||
Reclassifications of loss into Net loss, net of income tax of $0 | 7,342,000 | |||
Net current period other comprehensive income (loss) | (16,617,000) | |||
Ending Balance | $ (31,555,000) | $ (31,555,000) |
Basic and Diluted Earnings (L46
Basic and Diluted Earnings (Loss) Per Common Share-Series A and Series B - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Weighted average Series A and Series B shares - basic and diluted (in shares) | 12,101,214 | 12,993,183 | 12,304,879 | 13,122,552 |
Excluded stock options and unvested restricted stock units (in shares) | 332,403 | 766,059 | 332,403 | 766,059 |
Reportable Business Segments (D
Reportable Business Segments (Details) $ in Thousands | Jan. 31, 2015segment | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Number of operating segments | segment | 1 | |||||
Net revenue | $ 142,765 | $ 141,846 | $ 429,689 | $ 421,805 | ||
Depreciation and amortization | 64,308 | 69,763 | 191,744 | 201,413 | ||
Net loss from continuing operations before income taxes | (25,106) | (25,335) | (66,941) | (49,499) | ||
Subscriber accounts, net of amortization | 1,405,064 | 1,405,064 | $ 1,423,538 | |||
Goodwill | 563,549 | 563,549 | 563,549 | |||
Total assets | 2,164,463 | 2,164,463 | 2,173,305 | |||
Operating Segments | MONI | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 136,910 | 137,461 | 413,180 | 411,798 | ||
Depreciation and amortization | 63,117 | 68,535 | 188,146 | 198,433 | ||
Net loss from continuing operations before income taxes | (15,238) | (13,879) | (38,092) | (27,822) | ||
Subscriber accounts, net of amortization | 1,382,961 | 1,382,961 | 1,400,515 | |||
Goodwill | 527,502 | 527,502 | 527,502 | |||
Total assets | 2,093,414 | 2,093,414 | 2,033,180 | |||
Operating Segments | LiveWatch | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 5,855 | 4,385 | 16,509 | 10,007 | ||
Depreciation and amortization | 1,123 | 1,140 | 3,353 | 2,690 | ||
Net loss from continuing operations before income taxes | (5,835) | (5,554) | (16,167) | (11,960) | ||
Subscriber accounts, net of amortization | 22,103 | 22,103 | 23,023 | |||
Goodwill | 36,047 | 36,047 | 36,047 | |||
Total assets | 64,120 | 64,120 | 63,267 | |||
Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 68 | 88 | 245 | 290 | ||
Net loss from continuing operations before income taxes | (4,033) | $ (5,902) | (12,682) | $ (9,717) | ||
Subscriber accounts, net of amortization | 0 | 0 | 0 | |||
Goodwill | 0 | 0 | 0 | |||
Total assets | $ 6,929 | $ 6,929 | $ 76,858 |