Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 15, 2017 | Jun. 30, 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 | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | $ 130 | ||
Series A Common Stock | |||
Entity Common Stock, Shares Outstanding (in shares) | 11,967,387 | ||
Series B Common Stock | |||
Entity Common Stock, Shares Outstanding (in shares) | 381,859 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 12,319 | $ 5,577 |
Restricted cash | 0 | 55 |
Marketable securities, at fair value | 77,825 | 87,052 |
Trade receivables, net of allowance for doubtful accounts of $3,043 in 2016 and $2,762 in 2015 | 13,869 | 13,622 |
Prepaid and other current assets | 10,347 | 10,702 |
Assets held for sale | 10,673 | 6,265 |
Total current assets | 125,033 | 123,273 |
Property and equipment, net of accumulated depreciation of $29,071 in 2016 and $32,158 in 2015 | 28,331 | 32,440 |
Subscriber accounts, net of accumulated amortization of $1,212,468 in 2016 and $975,795 in 2015 | 1,386,760 | 1,423,538 |
Dealer network and other intangible assets, net of accumulated amortization of $32,976 in 2016 and $73,578 in 2015 | 16,824 | 26,654 |
Goodwill | 563,549 | 563,549 |
Other assets, net | 11,935 | 3,851 |
Total assets | 2,132,432 | 2,173,305 |
Current liabilities: | ||
Accounts payable | 11,516 | 8,660 |
Accrued payroll and related liabilities | 5,067 | 4,385 |
Other accrued liabilities | 34,970 | 31,573 |
Deferred revenue | 15,147 | 16,207 |
Holdback liability | 13,916 | 16,386 |
Current portion of long-term debt | 11,000 | 5,500 |
Liabilities of discontinued operations | 3,500 | 3,500 |
Total current liabilities | 95,116 | 86,211 |
Non-current liabilities: | ||
Long-term debt | 1,754,233 | 1,713,868 |
Long-term holdback liability | 2,645 | 3,786 |
Derivative financial instruments | 16,948 | 13,470 |
Deferred income tax liability, net | 17,769 | 13,646 |
Other liabilities | 7,076 | 17,555 |
Total liabilities | 1,893,787 | 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 | 1,417,505 | 1,417,895 |
Accumulated deficit | (1,169,559) | (1,078,315) |
Accumulated other comprehensive loss, net | (9,425) | (14,938) |
Total stockholders' equity | 238,645 | 324,769 |
Total liabilities and stockholders' equity | 2,132,432 | 2,173,305 |
Series A Common Stock | ||
Stockholders' equity: | ||
Common stock | 120 | 123 |
Series B Common Stock | ||
Stockholders' equity: | ||
Common stock | 4 | 4 |
Series C Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Trade receivables, allowance for doubtful accounts | $ 3,043 | $ 2,762 |
Property and equipment, accumulated depreciation | 29,071 | 32,158 |
Subscriber accounts, accumulated amortization | 1,212,468 | 975,795 |
Dealer network and other intangible assets, accumulated amortization | $ 32,976 | $ 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) | 11,969,152 | 12,301,248 |
Common stock, outstanding shares (in shares) | 11,969,152 | 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 |
Common stock, outstanding shares (in shares) | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net revenue | $ 570,372 | $ 563,356 | $ 539,449 |
Operating expenses: | |||
Cost of services | 115,236 | 110,246 | 93,600 |
Selling, general and administrative, including stock-based compensation | 125,892 | 121,418 | 102,109 |
Radio conversion costs | 18,422 | 14,369 | 1,113 |
Amortization of subscriber accounts, dealer network and other intangible assets | 246,753 | 258,668 | 253,403 |
Depreciation | 8,435 | 10,444 | 10,145 |
Restructuring charges | 0 | 0 | 952 |
Gain on disposal of operating assets, net | 0 | (1,156) | (71) |
Total operating expenses | 514,738 | 513,989 | 461,251 |
Operating income | 55,634 | 49,367 | 78,198 |
Other income (expense): | |||
Interest income | 2,282 | 2,904 | 3,590 |
Interest expense | (132,269) | (123,743) | (117,464) |
Refinancing expense, net of gain on extinguishment of debt in 2015 | (9,500) | (3,723) | 0 |
Other income (expense), net | (140) | (4,536) | 1,648 |
Total other income (expense), net | (139,627) | (129,098) | (112,226) |
Loss from continuing operations before income taxes | (83,993) | (79,731) | (34,028) |
Income tax expense from continuing operations | (7,251) | (6,505) | (3,420) |
Net loss from continuing operations | (91,244) | (86,236) | (37,448) |
Discontinued operations: | |||
Earnings (loss) from discontinued operations, net of income tax of $0 | 0 | 2,852 | (304) |
Net loss | (91,244) | (83,384) | (37,752) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (1,032) | (293) | (382) |
Unrealized holding gains (losses) on marketable securities, net | 1,956 | 904 | (3,286) |
Unrealized gain (loss) on derivative contracts, net | 4,589 | (8,741) | (4,879) |
Total other comprehensive income (loss), net of tax | 5,513 | (8,130) | (8,547) |
Comprehensive loss | $ (85,731) | $ (91,514) | $ (46,299) |
Basic and diluted earnings (loss) per share: | |||
Continuing operations (in dollars per share) | $ (7.44) | $ (6.66) | $ (2.75) |
Discontinued operations (in dollars per share) | 0 | 0.22 | (0.02) |
Net loss (in dollars per share) | $ (7.44) | $ (6.44) | $ (2.77) |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Tax effect of discontinued operation | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (91,244) | $ (83,384) | $ (37,752) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss (earnings) from discontinued operations, net of income tax | 0 | (2,852) | 304 |
Amortization of subscriber accounts, dealer network and other intangible assets | 246,753 | 258,668 | 253,403 |
Depreciation | 8,435 | 10,444 | 10,145 |
Stock-based compensation | 6,984 | 7,343 | 7,164 |
Deferred income tax expense (benefit) | 4,201 | 4,138 | (192) |
Gain on disposal of operating assets, net | 0 | (1,156) | (71) |
Refinancing expense, net of gain on extinguishment | 9,500 | 3,725 | 0 |
Amortization of debt discount and deferred debt costs | 10,670 | 10,357 | 9,023 |
Other-than-temporary impairment of marketable securities | 1,904 | 6,389 | 0 |
Bad debt expense | 10,785 | 9,735 | 8,149 |
Other non-cash activity, net | (5,114) | 4,426 | 196 |
Changes in assets and liabilities: | |||
Trade receivables | (11,032) | (9,378) | (8,926) |
Prepaid expenses and other assets | 325 | (3,857) | 62 |
Subscriber accounts - deferred contract costs | (2,947) | (1,773) | 0 |
Payables and other liabilities | (317) | (4,096) | (5,862) |
Operating activities from discontinued operations, net | 0 | (49) | (1,039) |
Net cash provided by operating activities | 188,903 | 208,680 | 234,604 |
Cash flows from investing activities: | |||
Capital expenditures | (9,180) | (12,431) | (7,769) |
Cost of subscriber accounts acquired | (201,381) | (266,558) | (268,160) |
Cash paid for acquisition, net of cash acquired | 0 | (56,778) | 0 |
Purchases of marketable securities | (5,036) | (26,934) | (4,603) |
Proceeds from sale of marketable securities | 15,184 | 57,291 | 7,842 |
Decrease (increase) in restricted cash | 55 | (37) | 22 |
Proceeds from the disposal of operating assets | 0 | 20,175 | 241 |
Other investing activities | 0 | 0 | (436) |
Net cash used in investing activities | (200,358) | (285,272) | (272,863) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 1,280,700 | 778,000 | 169,000 |
Payments on long-term debt | (1,238,059) | (671,183) | (127,166) |
Payments of financing costs | (16,946) | (6,477) | 0 |
Stock option exercises | 0 | 0 | 804 |
Value of shares withheld for share-based compensation | (358) | (795) | (734) |
Purchases and retirement of common stock | (7,140) | (29,988) | (35,734) |
Net cash provided by financing activities | 18,197 | 69,557 | 6,170 |
Net increase (decrease) in cash and cash equivalents | 6,742 | (7,035) | (32,089) |
Cash and cash equivalents at beginning of period | 5,577 | 12,612 | 44,701 |
Cash and cash equivalents at end of period | $ 12,319 | $ 5,577 | $ 12,612 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Series A Common Stock | Common StockSeries A Common Stock | Common StockSeries B Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning 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 income (loss) | (8,547) | (8,547) | |||||
Stock awards and option exercises | 804 | 804 | |||||
Purchases and retirement of common stock | (35,734) | $ (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) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (83,384) | (83,384) | |||||
Other comprehensive income (loss) | (8,130) | (8,130) | |||||
Stock awards and option exercises | 0 | 1 | (1) | ||||
Purchases and retirement of common stock | (29,988) | (10) | (29,978) | ||||
Stock-based compensation | 7,509 | 7,509 | |||||
Purchase of convertible debt | (131) | (131) | |||||
Value of shares withheld for tax liability | (795) | (795) | |||||
Ending of Period at Dec. 31, 2015 | 324,769 | 123 | 4 | 1,417,895 | (1,078,315) | (14,938) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (91,244) | (91,244) | |||||
Other comprehensive income (loss) | 5,513 | 5,513 | |||||
Purchases and retirement of common stock | (7,140) | $ (4) | (7,136) | ||||
Stock-based compensation (in shares) | 1 | ||||||
Stock-based compensation | 7,105 | 7,104 | |||||
Value of shares withheld for tax liability | (358) | (358) | |||||
Ending of Period at Dec. 31, 2016 | $ 238,645 | $ 120 | $ 4 | $ 1,417,505 | $ (1,169,559) | $ (9,425) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
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. ("MONI") is the primary, wholly owned, operating subsidiary of the Company. On August 16, 2013, MONI acquired all of the equity interests of Security Networks LLC ("Security Networks") and certain affiliated entities (the "Security Networks Acquisition"). 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"). MONI provides security alarm monitoring and related services to residential and business subscribers throughout the United States and parts of Canada. MONI 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 reclassed certain prior periods amounts to conform to the current period's presentation including the adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-09, Compensation--Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting . See note 2 Summary of Significant Accounting Policies for the changes in the presentation of those items. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 when acquired 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. MONI performs extensive credit evaluations on the portfolios of subscriber accounts prior to acquisition and requires no collateral on the accounts that are acquired. MONI 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, 2016 and 2015 was $3,043,000 and $2,762,000 , respectively. A summary of activity in the allowance for doubtful accounts is as follows (amounts in thousands): Balance Beginning of Year Charged to Expense Write-Offs and Other Balance End of Year 2016 $ 2,762 10,785 (10,504 ) 3,043 2015 $ 2,120 9,735 (9,093 ) 2,762 2014 $ 1,937 8,149 (7,966 ) 2,120 Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable. MONI 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 MONI's 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. The Company's debt instruments are recorded at amortized cost on the consolidated balance sheet. See note 12, Fair Value Measurements , for further fair value information on 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 primarily relate to the cost of acquiring monitoring service contracts from independent dealers. The subscriber accounts acquired in the MONI, Security Networks and the LiveWatch acquisitions were recorded at fair value under the acquisition method of accounting. All other acquired subscriber accounts are recorded at cost. All direct and incremental costs, including bonus incentives related to account activation at LiveWatch, associated with the creation of subscriber accounts, including new subscriber contracts obtained in connection with a subscriber move, are capitalized. The costs of subscriber accounts acquired in the MONI, Security Networks and LiveWatch 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 $236,673,000 , $238,800,000 and $233,327,000 for the fiscal years ended December 31, 2016 , 2015 and 2014 , respectively. Based on subscriber accounts held at December 31, 2016 , estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): 2017 $ 215,369 2018 $ 181,708 2019 $ 153,417 2020 $ 134,817 2021 $ 120,391 The Company reviews the subscriber accounts for impairment or a change in amortization method at each reporting period. 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 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 are amortized on a straight-line basis over their estimated useful lives of 5 years . The LiveWatch trade mark asset is amortized over 10 years . Amortization of dealer network and other intangible assets was $9,830,000 , $19,501,000 and $19,780,000 for the fiscal years ended December 31, 2016 , 2015 and 2014 , respectively. The Company reviews the dealer network and other intangible assets for impairment or a change in amortization method at each reporting period. Goodwill The Company accounts for its goodwill pursuant to the provisions of FASB ASU 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 recorded as a reduction to long-term debt 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 MONI 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. Additionally, equipment sales are recognized as the equipment is shipped to the customer. 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. Share-Based Compensation The Company adopted 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. The adoption of ASU 2016-09 resulted in the tax effected amount of excess tax benefits of $1,998,000 as of December 31, 2015 (associated with the exercise of non-qualified stock options and vesting of restricted stock awards from the Company's incentive plans), that did not reduce current income taxes payable in the year deducted, being recognized as net operating loss deferred income taxes, fully offset by an increase in the valuation allowance as of December 31, 2015. The adoption of ASU 2016-09 also resulted in an increase in Net cash provided by operating activities of $795,000 and $734,000 and a decrease in Net Cash provided by financing activities $795,000 and $734,000 for the for the years ended December 31, 2015 and 2014, respectively. These amounts represent reclassifications of the value of shares withheld on vesting of certain stock awards by the Company to settle payroll tax liabilities from an operating cash flow to a financing cash flow. The Company accounts for share-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). Forfeitures of awards are recognized as they occur. 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 and warrant transactions using the treasury stock method and convertible securities using the if-converted method. For the years ended December 31, 2016 , 2015 and 2014 , 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 480,356 of stock options, unvested restricted shares and performance units for the year ended December 31, 2016 because their inclusion would have been anti-dilutive. Diluted shares outstanding excluded 892,851 stock options and unvested restricted shares for the year ended December 31, 2015 because their inclusion would have been anti-dilutive. 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. Year Ended December 31, 2016 2015 2014 Weighted average Series A and Series B shares 12,256,895 12,947,215 13,611,264 Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments 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, 2016 , 2015 and 2014 , net cash paid for income taxes was $2,645,000 , $3,245,000 and $2,718,000 , respectively. For the years ended December 31, 2016 , 2015 and 2014 , net cash paid for interest was $120,873,000 , $112,282,000 and $106,535,000 , respectively. For the years ended December 31, 2016 , 2015 and 2014 , accrued capital expenditures were $558,000 , $1,214,000 and $548,000 , respectively. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. 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. In March and April 2016, the FASB issued amendments to provide clarification on assessment of collectability criteria, presentation of sales taxes and measurement of non-cash consideration. In addition, the amendment provided clarification and included simplification to transaction guidance on contract modifications and completed contracts at transaction. In December 2016, the FASB issued amendments to provide clarification on codification and guidance application. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period. The Company is in the process of assessing revenue recognition policies across each type of its contracts and evaluating the impact of the adoption ASU 2014-09 on its Consolidated Financial Statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments--Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) to be measured at fair value through earnings. The option for equity securities classified as available-for-sale to report changes in fair value in other comprehensive income is eliminated. Additionally, ASU 2016-01 requires using the modified retrospective application to all outstanding instruments and becomes effective January 1, 2019. Upon adoption, the Company would be required to reclassify any holding gains or losses on marketable securities in other accumulated comprehensive income on the consolidated balance sheet to beginning of period retained earnings Any future holding gains or losses on these securities would be recognized in income at each reporting period. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires the lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. For leases with a term of twelve months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, the lease requires a finance lease to recognize both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and becomes effective on January 1, 2019. The Company is currently evaluating the impact that ASU 2016-02 will have on its financial position, results of operations and cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles--Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). Currently, the fair value of the reporting unit is compared with the carrying value of the reporting unit (identified as "Step 1"). If the fair value of the reporting unit is lower than its carrying amount then, the implied fair value of goodwill is calculated. If the implied fair value of goodwill is lower than the carrying value of goodwill an impairment is recognized (identified as "Step 2"). ASU 2017-04 eliminates Step 2 from the impairment test; therefore, a goodwill impairment will be recognized as the difference of the fair value and the carrying value. ASU 2017-04 becomes effective on January 1, 2020 with early adoption permitted. The Company is currently evaluating the impact that ASU 2017-04 will have on its financial position, results of operations and cash flows. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company accounts for business combinations utilizing the acquisition method in accordance with ASC Topic 805, Business Combinations . Under the acquisition method of accounting, the fair value of the consideration transferred has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimates of fair value. 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 included approximately $3,988,000 of cash transferred directly to LiveWatch to fund transaction bonuses payable to LiveWatch employees as of the Closing Date. 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 all of the goodwill is estimated to be deductible for tax purposes. In connection with the LiveWatch Acquisition, MONI entered into employment agreements with certain key members of the LiveWatch management team which currently provides for retention bonuses of $5,400,000 (the "LiveWatch Retention Bonuses") to be paid on the second anniversary of the Closing Date, and performance based bonus arrangements payable on the fourth anniversary of the Close Date (the "LiveWatch Performance Bonuses"). The LiveWatch Performance Bonuses are currently estimated to yield an aggregate payout of approximately $6,200,000 . The LiveWatch Retention Bonuses and LiveWatch Performance Bonuses (together, the "LiveWatch Acquisition Contingent Bonuses") are contingent upon the continued employment of the key members of the LiveWatch management team. As such, the LiveWatch Acquisition Contingent Bonuses are expensed ratably over the service period based on the estimated value of the payouts. The effect of the LiveWatch Acquisition was not material to the Company's consolidated results for the prior period presented and, accordingly, proforma financial disclosures have not been presented. |
Investments in Marketable Secur
Investments in Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Securities | Investments in Marketable Securities The following table presents a summary of amounts recorded on the Consolidated Balance Sheets (amounts in thousands): As of December 31, 2016 Cost Basis (b) Unrealized Unrealized Fair Equity securities $ 3,767 — $ (396 ) $ 3,371 Mutual funds (a) $ 72,986 1,483 (15 ) 74,454 Ending balance $ 76,753 1,483 $ (411 ) $ 77,825 As of December 31, 2015 Cost Basis Unrealized Unrealized Fair 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. For the year ended December 31, 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 on marketable securities of $1,904,000 . For the year end December 31, 2015 , the Company recognized non-cash charges for other-than-temporary impairments on its mutual funds of $6,389,000 . The other-than-temporary impairments are included in Other income (expense), net on the consolidated statements of operations and comprehensive income. The following table provides the realized investment gains and losses and the total proceeds received from the sale of marketable securities (amounts in thousands): Year end December 31, 2016 2015 2014 Gross realized gains $ 1,105 $ 1,256 $ 146 Gross realized losses $ 236 $ 955 $ 524 Total Proceeds $ 15,184 $ 57,291 $ 7,842 |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Assets Held for Sale | Assets Held for Sale As of December 31, 2016 and 2015 , the Company classified certain land and building assets in net assets held for sale of $10,673,000 and $6,265,000 , respectively. The Company currently expects to complete the sale of these real estate properties during the next twelve months. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Property and equipment, net: Land $ — 4,700 Buildings and leasehold improvements 1,410 7,108 Machinery and equipment 55,992 52,790 57,402 64,598 Accumulated depreciation (29,071 ) (32,158 ) $ 28,331 32,440 Depreciation expense for property and equipment was $8,435,000 , $10,444,000 and $10,145,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
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, 2014 $ 527,502 LiveWatch Acquisition 36,047 Balance at December 31, 2015 563,549 Period activity — Balance at December 31, 2016 $ 563,549 The Company accounts for its goodwill pursuant to the provisions of FASB ASC Topic 350, Intangibles - Goodwill and Other ("FASB ASC Topic 350"). In accordance with FASB ASC Topic 350, goodwill is not amortized, but rather tested for impairment annually or if an event occurs, or circumstances change, that indicate the fair value of the entity may be below its carrying amount (a "triggering event"). In connection with the Company's annual goodwill impairment assessment, which is performed in the fourth quarter using October 31 balances, the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets, thus no impairment was indicated. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued liabilities consisted of the following (amounts in thousands): December 31, December 31, Interest payable $ 15,675 $ 15,390 Income taxes payable 2,989 2,665 Legal accrual 476 379 LiveWatch acquisition retention bonus 4,990 — Other 10,840 13,139 Total Other accrued liabilities $ 34,970 $ 31,573 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (amounts in thousands): December 31, December 31, Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 7.8% $ 78,279 $ 74,507 MONI 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.4% 578,254 576,455 MONI term loan, matures September 30, 2022, LIBOR plus 5.50%, subject to a LIBOR floor of 1.00%, with an effective rate of 7.2% 1,066,130 — MONI $295 million revolving credit facility, matures September 30, 2021, LIBOR plus 4.00% subject to a LIBOR floor of 1.00%, with an effective rate of 5.3% 42,570 — MONI term loans, matures April 9, 2022, LIBOR plus 3.50%, subject to a LIBOR floor of 1.00%, with an effective rate of 5.1% — 542,420 MONI term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00%, 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%, with an effective rate of 6.7% — 131,048 1,765,233 1,719,368 Less current portion of long-term debt (11,000 ) (5,500 ) Long-term debt $ 1,754,233 $ 1,713,868 Convertible Notes The convertible senior notes due July 15, 2020 (the "Convertible Notes") total $96,775,000 in aggregate principal amount, and bear interest at 4.00% per annum. 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. Interest on the Convertible Notes is payable semi-annually on January 15 and July 15 of each year. In December 2015, the Company purchased $6,725,000 in aggregate principal amount of the Convertible Notes and retired them, recognizing a gain on extinguishment of debt of $745,000 . 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 Principal $ 96,775 $ 96,775 Unamortized discount (17,324 ) (20,857 ) Deferred debt costs (1,172 ) (1,411 ) Carrying value $ 78,279 $ 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 $3,871,000 , $4,125,000 and $4,140,000 on the Convertible Notes for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company amortized $3,533,000 , $3,643,000 and $3,342,000 of the Convertible Notes debt discount into interest expense for the years ended December 31, 2016 , 2015 and 2014 , respectively. In 2015, the Company retired $1,468,000 of unamortized debt discount and $135,000 of deferred financing costs in connection with the retirement of the Convertible Notes. 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 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 December 31, 2016 , the senior notes had deferred financing costs, net of accumulated amortization of $6,746,000 . 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," and together with Amendment No. 6, the "Credit Facility"). 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. 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 . 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): Twelve Months Ended December 31, 2016 Accelerated amortization of deferred financing costs $ 4,160 Accelerated amortization of debt discount 3,416 Other refinancing costs 1,924 Total refinancing expense $ 9,500 As of December 31, 2016 , the Credit Facility term loan has a principal amount of $1,097,250,000 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 $44,800,000 as of December 31, 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 December 31, 2016 , $250,200,000 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. In order to reduce the financial risk related to changes in interest rates associated with the floating rate term loans under the Credit Facility term loans, MONI has entered into interest rate swap agreements with terms similar to the Credit Facility term loans (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 loans is 7.15% . See note 11, 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 December 31, 2016 , 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): 2017 $ 11,000 2018 11,000 2019 11,000 2020 692,775 2021 55,800 Thereafter 1,042,250 Total principal payments $ 1,823,825 Less: Unamortized discounts, premium and deferred debt costs, net 58,592 Total debt on consolidated balance sheet $ 1,765,233 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company 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 12, Fair Value Measurements , for additional information about the credit valuation adjustments. At December 31, 2016 , derivative financial instruments included one interest rate swap with a fair value of $8,521,000 that constituted an asset of the Company and seven interest rate swaps with an aggregate fair value of $16,948,000 that constituted a liability to the Company. At December 31, 2015 , there were seven interest rate swaps with an aggregate fair value of $13,470,000 that constitute a liability to the Company. The Swaps are included in Other assets, net and Derivative financial instruments on the consolidated balance sheets. As of December 31, 2016 and 2015 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 MONI's 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 $5,521,000 . The Swaps' outstanding notional balance as of December 31, 2016 and terms are noted below: Notional Effective Date Maturity Date Fixed Rate Paid Variable Rate Received $ 523,875,000 March 28, 2013 March 23, 2018 1.884% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 138,837,500 March 28, 2013 March 23, 2018 1.384% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 108,542,713 September 30, 2013 March 23, 2018 1.959% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 108,542,713 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 377,000,000 March 23, 2018 September 30, 2022 1.833% 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," and 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. 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, 2016 2015 2014 Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss) $ (2,673 ) (16,041 ) (12,560 ) Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss (a) $ (7,262 ) (7,300 ) (7,681 ) Ineffective portion of amount of gain (loss) recognized into Net loss on interest rate swaps (a) $ 423 (119 ) (46 ) (a) Amounts are included in Interest expense in the consolidated statements of operations and comprehensive income (loss). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements According to the FASB ASC Topic 820, Fair Value Measurements , 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, 2016 and December 31, 2015 (amounts in thousands): Level 1 Level 2 Level 3 Total December 31, 2016 Investments in marketable securities (a) $ 77,825 — — 77,825 Derivative financial instruments - assets (b) — 8,521 — 8,521 Derivative financial instruments - liabilities — (16,948 ) — (16,948 ) Total 77,825 (8,427 ) — 69,398 December 31, 2015 Investments in marketable securities (a) 87,052 — — 87,052 Derivative financial instruments - liabilities — (13,470 ) — (13,470 ) Total 87,052 (13,470 ) — 73,582 (a) Level 1 investments primarily consist of diversified corporate bond funds. (b) 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. As a result, the Company has determined that its derivative valuations are classified in Level 2 of the fair value hierarchy. There were no transfers between Level 2 and Level 3 during the years ended December 31, 2016 , 2015 and 2014 . Carrying values and fair values of financial instruments that are not carried at fair value are as follows (amounts in thousands): December 31, 2016 December 31, 2015 Long term debt, including current portion: Carrying value $ 1,765,233 $ 1,719,368 Fair value (a) 1,770,694 1,563,376 (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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Components of pretax income (loss) from continuing operations by jurisdiction are as follows (amounts in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (84,202 ) (80,021 ) (34,383 ) Foreign 209 290 355 Loss from continuing operations before taxes $ (83,993 ) (79,731 ) (34,028 ) The Company's income tax benefit (expense) from continuing operations is as follows (amounts in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — — — State (3,008 ) (2,305 ) (3,527 ) Foreign (42 ) (62 ) (85 ) (3,050 ) (2,367 ) (3,612 ) Deferred: Federal (4,000 ) (3,894 ) (3,292 ) State (206 ) (266 ) 3,384 Foreign 5 22 100 (4,201 ) (4,138 ) 192 Total income tax expense from continuing operations $ (7,251 ) (6,505 ) (3,420 ) 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, 2016 2015 2014 Computed expected tax benefit $ 29,398 27,906 11,910 State and local income taxes, net of federal benefit (2,091 ) (1,671 ) (93 ) Change in valuation allowance affecting income tax expense (30,859 ) (27,890 ) (11,232 ) Income (expense) not resulting in tax impact 381 (803 ) (694 ) Tax amortization of indefinite-lived assets (4,000 ) (3,890 ) (3,292 ) Other, net (80 ) (157 ) (19 ) Income tax expense $ (7,251 ) (6,505 ) (3,420 ) Components of deferred tax assets and liabilities are as follows (amounts in thousands): As of December 31, 2016 2015 Accounts receivable reserves $ 1,165 1,874 Accrued liabilities 10,696 10,205 Net operating loss carryforwards 236,062 194,568 Derivative financial instruments 3,296 4,997 Other deferred tax assets 10,044 11,248 Valuation allowance (126,164 ) (92,214 ) Total deferred tax assets 135,099 130,678 Intangible assets (141,664 ) (133,339 ) Convertible notes (6,376 ) (7,694 ) Property, plant and equipment (2,934 ) (1,371 ) Other deferred tax liabilities (1,894 ) (1,920 ) Total deferred tax liabilities (152,868 ) (144,324 ) Net deferred tax liabilities $ (17,769 ) $ (13,646 ) For the year ended December 31, 2016 , the valuation allowance increased by $33,950,000 . The change in the valuation allowance is attributable to an increase of $30,859,000 related to federal income tax expense, a decrease of $1,463,000 related to changes in the derivative and marketable securities fair values recorded in other comprehensive income and an increase of $4,554,000 of other adjustments to deferred taxes. At December 31, 2016 , the Company has $641,013,000 , $99,826,000 and $114,401,000 in net operating loss carryforwards for federal, California and other state tax purposes, respectively. The federal net operating losses expire at various times from 2024 through 2036. The state net operating loss carryforwards will expire through 2036. Approximately $129,521,000 of the Company’s net operating losses are subject to Internal Revenue Code 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 $983,000 of state credits that will expire through year 2026. As of December 31, 2016 , the 2013 to 2016 tax years remain open to examination by the IRS and the 2012 to 2016 tax years remain open to examination by certain state tax authorities. The Company’s foreign tax returns subsequent to 2012 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, 2016 2015 2014 As of the beginning of the year $ 2,907 191 247 Increases for tax positions of current years 1,049 1,104 4 Increases (reductions) for tax positions of prior years — 1,612 (60 ) As of the end of the year $ 3,956 2,907 191 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, 2016 , accrued interest and penalties related to uncertain tax positions were approximately $74,000 . The Company does no t expect a significant change in uncertain tax positions in the next twelve months. |
Stock-based and Long-Term Compe
Stock-based and Long-Term Compensation | 12 Months Ended |
Dec. 31, 2016 | |
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. 2015 Omnibus Incentive Plan The Ascent Capital Group, Inc. 2015 Omnibus Incentive Plan (the "2015 incentive plan") was adopted, effective February 25, 2015, in part, due to the diminishing number of shares of the Company’s common stock with respect to which awards could be granted under the 2008 plans (as defined below). The 2015 incentive plan is designed to provide additional compensation to certain employees, nonemployee directors and independent contractors for services rendered, to encourage their investment in our capital stock, to attract persons of exceptional ability to become officers, nonemployee directors, and employees of the Company and/or its subsidiaries. The number of individuals who receive awards under the 2015 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, restricted 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 2015 incentive plan was determined based on the number of shares that remained available under the 2008 plans, resulting in an aggregate of 599,862 shares (plus any shares of our common stock subject to currently outstanding awards that become available again under the 2008 Plans) available under the 2015 incentive plan, subject to anti-dilution and other adjustment provisions of the 2015 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 Incentive Plan and Ascent Capital Group, Inc. 2008 Non-Employee Director Incentive Plan The Ascent Capital Group, Inc. 2008 Incentive Plan (the "2008 incentive plan") and the Ascent Capital Group, Inc. 2008 Non-Employee Director Incentive Plan (together with the 2008 incentive plan, the "2008 plans") were adopted by the board of directors of the Company on September 15, 2008. The 2008 plans were designed to provide additional compensation to certain employees and independent contractors for services rendered, to attract persons of exceptional ability to become officers and employees, to compensate the non-employee board of director members for services rendered and to encourage investment in Ascent Capital's capital stock. Upon the adoption of the 2015 incentive plan by the Board of Directors of the Company, the board of directors determined to cease making any further grants under the 2008 plans. The 2008 plans permitted awards of non-qualified stock options, stock appreciation rights, restricted shares, stock units, cash awards, performance awards or any combination of the foregoing. The 2008 plans provided that base or exercise price of a stock option or stock appreciation right may not be less than fair market value on the day it was 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 2016, 2015 and 2014. The following table presents the number and weighted average exercise price ("WAEP") of outstanding options to purchase Ascent Capital Series A common stock: Series A Common Stock Options WAEP Outstanding at January 1, 2016 1,242,619 $ 41.29 Granted — $ — Exercised — $ — Forfeited (36,437 ) $ 49.66 Expired (24,650 ) $ 50.45 Outstanding at December 31, 2016 1,181,532 $ 40.84 Exercisable at December 31, 2016 988,805 $ 36.87 There was no intrinsic value for both outstanding stock option awards and exercisable stock option awards at December 31, 2016 . The weighted average remaining contractual life of outstanding and exercisable awards at December 31, 2016 was 2.0 years and 1.8 years, respectively. As of December 31, 2016 , the total compensation cost related to unvested stock option awards was approximately $1,678,000 . Such amount will be recognized in the consolidated statements of operations over the next twelve months. Restricted Stock Awards and Restricted Stock Units 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 and restricted stock units are the closing price of Ascent Capital Series A common stock on the applicable dates of grants. Upon the grant of a restricted stock award, the recipient receives a stock certificate for the number of restricted shares granted. The stock cannot be transfered or sold until the vesting criteria have been met. Upon the grant of a restricted stock unit award, the recipient receives the right to receive a number of shares at vesting and, as such, shares of stock are not issued until the vesting criteria have been met. 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 Restricted Stock Awards WAFV Outstanding at January 1, 2016 242,793 $ 45.15 Granted 74,734 $ 15.02 Vested (69,999 ) $ 41.69 Canceled (13,165 ) $ 43.78 Outstanding at December 31, 2016 234,363 $ 36.65 There were no outstanding Series B restricted stock awards as of December 31, 2016 . The following table presents the number and WAFV of unvested restricted stock units: Series A WAFV Outstanding at January 1, 2016 114,985 $ 40.74 Granted 148,133 $ 15.17 Vested (17,125 ) $ 41.03 Canceled — $ — Outstanding at December 31, 2016 245,993 $ 25.93 As of December 31, 2016 , the total compensation cost related to unvested restricted stock and stock unit awards was approximately $8,079,000 . Such amount will be recognized in the consolidated statements of operations over a period of approximately 3.2 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 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, 2016 , 11,969,152 shares of Series A common stock were issued and outstanding and 381,859 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, 2016 , 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 share repurchase program, pursuant to which it could purchase up to $25,000,000 of its shares of Series A common stock from time to time. On November 14, 2013, November 10, 2014 and September 4, 2015, the Company’s Board of Directors authorized, at each date, the repurchase of an incremental $25,000,000 of its Series A Common Stock (the "Share Repurchase Authorizations"). During 2016, the Company purchased 389,179 shares of its Series A common stock at an average purchase price of $18.35 per share for a total of approximately $7,140,000 pursuant to the Share Repurchase Authorizations. During 2015, the Company repurchased 940,729 shares of its Series A common stock at an average purchase price of $31.88 per share for a total of approximately $29,988,000 pursuant to 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. These repurchased shares were all 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, 2016 : Series A Common Stock Series B Common Stock 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 Conversion from Series B to Series A shares 1,727 (1,727 ) Issuance of restricted stock 118,313 — Restricted stock canceled for forfeitures and tax withholding (40,158 ) — Repurchases and retirements of Series A shares (940,729 ) — Balance at December 31, 2015 12,301,248 382,359 Conversion from Series B to Series A shares 500 (500 ) Issuance of stock awards 91,859 — Restricted stock canceled for forfeitures and tax withholding (35,276 ) — Repurchases and retirements of Series A shares (389,179 ) — Balance at December 31, 2016 11,969,152 381,859 As of December 31, 2016 , there were 1,427,525 shares of Ascent Capital Series A common stock reserved for issuance under exercise privileges of outstanding stock options and unvested restricted stock and performance unit awards. Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments (a) Unrealized Holding Gains and Losses, net (b) Unrealized Gains and Losses on Derivative Instruments, net (c) Accumulated Other Comprehensive Income (Loss) 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 ) Gain (loss) through Accumulated other comprehensive loss (293 ) 6,991 (16,041 ) (9,343 ) Reclassifications of loss (gains) into net income — (6,087 ) 7,300 1,213 Balance at December 31, 2015 (508 ) (884 ) (13,546 ) (14,938 ) Gain (loss) through Accumulated other comprehensive loss (1,032 ) 2,991 (2,673 ) (714 ) Reclassifications of loss (gains) into net income — (1,035 ) 7,262 6,227 Balance at December 31, 2016 $ (1,540 ) 1,072 (8,957 ) (9,425 ) (a) No income taxes were recorded on foreign currency translation amounts for 2016 , 2015 and 2014 because the Company is subject to a full valuation allowance. (b) No income taxes were recorded on the December 31, 2016 , 2015 and 2014 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 2016 , 2015 and 2014 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans 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, 2016 , 2015 and 2014 was $111,000 , $132,000 and $80,000 , respectively. |
Commitments, Contingencies and
Commitments, Contingencies and Other Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
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: 2017 $ 3,817 2018 3,793 2019 2,984 2020 2,875 2021 2,857 Thereafter 27,286 Minimum lease commitments $ 43,612 Rent expense for noncancelable operating leases for real property and equipment was $3,862,000 , $4,540,000 and $3,664,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. Various lease arrangements contain options to extend terms and are subject to escalation clauses. Indemnifications On September 17, 2008 (the "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. |
Reportable Business Segments
Reportable Business Segments | 12 Months Ended |
Dec. 31, 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. The business segment management reporting and controlling systems are based on the same accounting policies as those described in note 2, Summary of Significant Accounting Policies . 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, no segment presentation is provided for fiscal year 2014. The following table sets forth selected data from the accompanying consolidated statements of operations for the periods indicated (amounts in thousands): MONI LiveWatch Other Consolidated Twelve Months Ended December 31, 2016 Net revenue $ 547,458 $ 22,914 $ — $ 570,372 Depreciation and amortization $ 250,393 $ 4,520 $ 275 $ 255,188 Net loss from continuing operations before income taxes $ (46,728 ) $ (22,431 ) $ (14,834 ) $ (83,993 ) Twelve Months Ended December 31, 2015 Net revenue $ 548,622 $ 14,734 $ — $ 563,356 Depreciation and amortization $ 264,870 $ 3,864 $ 378 $ 269,112 Net loss from continuing operations before income taxes $ (47,793 ) $ (18,365 ) $ (13,573 ) $ (79,731 ) The following table sets forth selected data from the accompanying consolidated balance sheets for the periods indicated(amounts in thousands): MONI LiveWatch Other Consolidated Balance at December 31, 2016 Subscriber accounts, net of amortization $ 1,364,804 $ 21,956 $ — $ 1,386,760 Goodwill $ 527,502 $ 36,047 $ — $ 563,549 Total assets $ 2,062,838 $ 63,916 $ 5,678 $ 2,132,432 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 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) 1st 2nd 3rd 4th Amounts in thousands, 2016: Net revenue $ 143,268 143,656 142,765 140,683 Operating income $ 9,211 12,239 15,248 18,936 Net loss $ (23,220 ) (22,202 ) (27,033 ) (18,789 ) Basic and diluted net loss per common share $ (1.86 ) (1.80 ) (2.23 ) (1.55 ) 2015: Net revenue $ 138,416 141,543 141,846 141,551 Operating income $ 20,641 17,798 8,907 2,021 Net loss $ (9,835 ) (18,409 ) (24,330 ) (30,810 ) Basic and diluted net loss per common share $ (0.74 ) (1.40 ) (1.87 ) (2.48 ) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 when acquired 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. MONI performs extensive credit evaluations on the portfolios of subscriber accounts prior to acquisition and requires no collateral on the accounts that are acquired. MONI 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. |
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. MONI 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 MONI's 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. The Company's debt instruments are recorded at amortized cost on the consolidated balance sheet. |
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 primarily relate to the cost of acquiring monitoring service contracts from independent dealers. The subscriber accounts acquired in the MONI, Security Networks and the LiveWatch acquisitions were recorded at fair value under the acquisition method of accounting. All other acquired subscriber accounts are recorded at cost. All direct and incremental costs, including bonus incentives related to account activation at LiveWatch, associated with the creation of subscriber accounts, including new subscriber contracts obtained in connection with a subscriber move, are capitalized. The costs of subscriber accounts acquired in the MONI, Security Networks and LiveWatch 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 $236,673,000 , $238,800,000 and $233,327,000 for the fiscal years ended December 31, 2016 , 2015 and 2014 , respectively. Based on subscriber accounts held at December 31, 2016 , estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): 2017 $ 215,369 2018 $ 181,708 2019 $ 153,417 2020 $ 134,817 2021 $ 120,391 The Company reviews the subscriber accounts for impairment or a change in amortization method at each reporting period. 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 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 are amortized on a straight-line basis over their estimated useful lives of 5 years . The LiveWatch trade mark asset is amortized over 10 years . Amortization of dealer network and other intangible assets was $9,830,000 , $19,501,000 and $19,780,000 for the fiscal years ended December 31, 2016 , 2015 and 2014 , respectively. The Company reviews the dealer network and other intangible assets for impairment or a change in amortization method at each reporting period. |
Goodwill | Goodwill The Company accounts for its goodwill pursuant to the provisions of FASB ASU 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 recorded as a reduction to long-term debt 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 Translation | Foreign Currency Translation The functional currencies of the Company's foreign subsidiaries are their respective local currencies. Assets and liabilities of foreign operations are translated into U.S. dollars using exchange rates on the balance sheet date, and revenue and expenses are translated into U.S. dollars using average exchange rates for the period. The effects of the foreign currency translation adjustments are deferred and are included in stockholders' equity as a component of accumulated other comprehensive income (loss). |
Revenue Recognition | Revenue Recognition Revenue is generated from security alarm monitoring and related services provided by MONI 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. Additionally, equipment sales are recognized as the equipment is shipped to the customer. |
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. |
Share-Based Compensation | Share-Based Compensation The Company adopted 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. The adoption of ASU 2016-09 resulted in the tax effected amount of excess tax benefits of $1,998,000 as of December 31, 2015 (associated with the exercise of non-qualified stock options and vesting of restricted stock awards from the Company's incentive plans), that did not reduce current income taxes payable in the year deducted, being recognized as net operating loss deferred income taxes, fully offset by an increase in the valuation allowance as of December 31, 2015. The adoption of ASU 2016-09 also resulted in an increase in Net cash provided by operating activities of $795,000 and $734,000 and a decrease in Net Cash provided by financing activities $795,000 and $734,000 for the for the years ended December 31, 2015 and 2014, respectively. These amounts represent reclassifications of the value of shares withheld on vesting of certain stock awards by the Company to settle payroll tax liabilities from an operating cash flow to a financing cash flow. The Company accounts for share-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). Forfeitures of awards are recognized as they occur. 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. |
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 and warrant transactions using the treasury stock method and convertible securities using the if-converted method. |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments 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. |
Recent Accounting Pronouncements | The Company adopted 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. The adoption of ASU 2016-09 resulted in the tax effected amount of excess tax benefits of $1,998,000 as of December 31, 2015 (associated with the exercise of non-qualified stock options and vesting of restricted stock awards from the Company's incentive plans), that did not reduce current income taxes payable in the year deducted, being recognized as net operating loss deferred income taxes, fully offset by an increase in the valuation allowance as of December 31, 2015. The adoption of ASU 2016-09 also resulted in an increase in Net cash provided by operating activities of $795,000 and $734,000 and a decrease in Net Cash provided by financing activities $795,000 and $734,000 for the for the years ended December 31, 2015 and 2014, respectively. These amounts represent reclassifications of the value of shares withheld on vesting of certain stock awards by the Company to settle payroll tax liabilities from an operating cash flow to a financing cash flow. Recent Accounting Pronouncements 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. 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. In March and April 2016, the FASB issued amendments to provide clarification on assessment of collectability criteria, presentation of sales taxes and measurement of non-cash consideration. In addition, the amendment provided clarification and included simplification to transaction guidance on contract modifications and completed contracts at transaction. In December 2016, the FASB issued amendments to provide clarification on codification and guidance application. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period. The Company is in the process of assessing revenue recognition policies across each type of its contracts and evaluating the impact of the adoption ASU 2014-09 on its Consolidated Financial Statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments--Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) to be measured at fair value through earnings. The option for equity securities classified as available-for-sale to report changes in fair value in other comprehensive income is eliminated. Additionally, ASU 2016-01 requires using the modified retrospective application to all outstanding instruments and becomes effective January 1, 2019. Upon adoption, the Company would be required to reclassify any holding gains or losses on marketable securities in other accumulated comprehensive income on the consolidated balance sheet to beginning of period retained earnings Any future holding gains or losses on these securities would be recognized in income at each reporting period. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires the lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. For leases with a term of twelve months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, the lease requires a finance lease to recognize both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and becomes effective on January 1, 2019. The Company is currently evaluating the impact that ASU 2016-02 will have on its financial position, results of operations and cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles--Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). Currently, the fair value of the reporting unit is compared with the carrying value of the reporting unit (identified as "Step 1"). If the fair value of the reporting unit is lower than its carrying amount then, the implied fair value of goodwill is calculated. If the implied fair value of goodwill is lower than the carrying value of goodwill an impairment is recognized (identified as "Step 2"). ASU 2017-04 eliminates Step 2 from the impairment test; therefore, a goodwill impairment will be recognized as the difference of the fair value and the carrying value. ASU 2017-04 becomes effective on January 1, 2020 with early adoption permitted. The Company is currently evaluating the impact that ASU 2017-04 will have on its financial position, results of operations and cash flows. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Activity in Allowance for Doubtful Accounts | A summary of activity in the allowance for doubtful accounts is as follows (amounts in thousands): Balance Beginning of Year Charged to Expense Write-Offs and Other Balance End of Year 2016 $ 2,762 10,785 (10,504 ) 3,043 2015 $ 2,120 9,735 (9,093 ) 2,762 2014 $ 1,937 8,149 (7,966 ) 2,120 |
Schedule of Useful Lives Property 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, 2016 2015 Property and equipment, net: Land $ — 4,700 Buildings and leasehold improvements 1,410 7,108 Machinery and equipment 55,992 52,790 57,402 64,598 Accumulated depreciation (29,071 ) (32,158 ) $ 28,331 32,440 |
Schedule of Estimated Amortization Subscriber Accounts | Based on subscriber accounts held at December 31, 2016 , estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): 2017 $ 215,369 2018 $ 181,708 2019 $ 153,417 2020 $ 134,817 2021 $ 120,391 |
Schedule of Weighted Average Number of Shares | Year Ended December 31, 2016 2015 2014 Weighted average Series A and Series B shares 12,256,895 12,947,215 13,611,264 |
Investments in Marketable Sec29
Investments in Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets (amounts in thousands): As of December 31, 2016 Cost Basis (b) Unrealized Unrealized Fair Equity securities $ 3,767 — $ (396 ) $ 3,371 Mutual funds (a) $ 72,986 1,483 (15 ) 74,454 Ending balance $ 76,753 1,483 $ (411 ) $ 77,825 As of December 31, 2015 Cost Basis Unrealized Unrealized Fair 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. For the year ended December 31, 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 on marketable securities of $1,904,000 . For the year end December 31, 2015 , the Company recognized non-cash charges for other-than-temporary impairments on its mutual funds of $6,389,000 . The other-than-temporary impairments are included in Other income (expense), net on the consolidated statements of operations and comprehensive income. |
Schedule realized investment gains and losses and the total proceeds received from the sale of marketable securities | The following table provides the realized investment gains and losses and the total proceeds received from the sale of marketable securities (amounts in thousands): Year end December 31, 2016 2015 2014 Gross realized gains $ 1,105 $ 1,256 $ 146 Gross realized losses $ 236 $ 955 $ 524 Total Proceeds $ 15,184 $ 57,291 $ 7,842 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property 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, 2016 2015 Property and equipment, net: Land $ — 4,700 Buildings and leasehold improvements 1,410 7,108 Machinery and equipment 55,992 52,790 57,402 64,598 Accumulated depreciation (29,071 ) (32,158 ) $ 28,331 32,440 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2014 $ 527,502 LiveWatch Acquisition 36,047 Balance at December 31, 2015 563,549 Period activity — Balance at December 31, 2016 $ 563,549 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following (amounts in thousands): December 31, December 31, Interest payable $ 15,675 $ 15,390 Income taxes payable 2,989 2,665 Legal accrual 476 379 LiveWatch acquisition retention bonus 4,990 — Other 10,840 13,139 Total Other accrued liabilities $ 34,970 $ 31,573 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following (amounts in thousands): December 31, December 31, Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 7.8% $ 78,279 $ 74,507 MONI 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.4% 578,254 576,455 MONI term loan, matures September 30, 2022, LIBOR plus 5.50%, subject to a LIBOR floor of 1.00%, with an effective rate of 7.2% 1,066,130 — MONI $295 million revolving credit facility, matures September 30, 2021, LIBOR plus 4.00% subject to a LIBOR floor of 1.00%, with an effective rate of 5.3% 42,570 — MONI term loans, matures April 9, 2022, LIBOR plus 3.50%, subject to a LIBOR floor of 1.00%, with an effective rate of 5.1% — 542,420 MONI term loans, matures March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00%, 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%, with an effective rate of 6.7% — 131,048 1,765,233 1,719,368 Less current portion of long-term debt (11,000 ) (5,500 ) Long-term debt $ 1,754,233 $ 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 (17,324 ) (20,857 ) Deferred debt costs (1,172 ) (1,411 ) Carrying value $ 78,279 $ 74,507 |
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): 2017 $ 11,000 2018 11,000 2019 11,000 2020 692,775 2021 55,800 Thereafter 1,042,250 Total principal payments $ 1,823,825 Less: Unamortized discounts, premium and deferred debt costs, net 58,592 Total debt on consolidated balance sheet $ 1,765,233 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Swaps' outstanding notional balance and terms | The Swaps' outstanding notional balance as of December 31, 2016 and terms are noted below: Notional Effective Date Maturity Date Fixed Rate Paid Variable Rate Received $ 523,875,000 March 28, 2013 March 23, 2018 1.884% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 138,837,500 March 28, 2013 March 23, 2018 1.384% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 108,542,713 September 30, 2013 March 23, 2018 1.959% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 108,542,713 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 377,000,000 March 23, 2018 September 30, 2022 1.833% 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," and 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 consolidated financial statements is depicted below (amounts in thousands): Year Ended December 31, 2016 2015 2014 Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss) $ (2,673 ) (16,041 ) (12,560 ) Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss (a) $ (7,262 ) (7,300 ) (7,681 ) Ineffective portion of amount of gain (loss) recognized into Net loss on interest rate swaps (a) $ 423 (119 ) (46 ) (a) Amounts are included in Interest expense in the consolidated statements of operations and comprehensive income (loss). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and December 31, 2015 (amounts in thousands): Level 1 Level 2 Level 3 Total December 31, 2016 Investments in marketable securities (a) $ 77,825 — — 77,825 Derivative financial instruments - assets (b) — 8,521 — 8,521 Derivative financial instruments - liabilities — (16,948 ) — (16,948 ) Total 77,825 (8,427 ) — 69,398 December 31, 2015 Investments in marketable securities (a) 87,052 — — 87,052 Derivative financial instruments - liabilities — (13,470 ) — (13,470 ) Total 87,052 (13,470 ) — 73,582 (a) Level 1 investments primarily consist of diversified corporate bond funds. (b) 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): December 31, 2016 December 31, 2015 Long term debt, including current portion: Carrying value $ 1,765,233 $ 1,719,368 Fair value (a) 1,770,694 1,563,376 (a) The fair value is based on valuations from third party financial institutions and is classified as Level 2 in the hierarchy. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Components of pretax income (loss) from continuing operations by jurisdiction are as follows (amounts in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (84,202 ) (80,021 ) (34,383 ) Foreign 209 290 355 Loss from continuing operations before taxes $ (83,993 ) (79,731 ) (34,028 ) |
Schedule of Components of Income Tax Expense (Benefit) | The Company's income tax benefit (expense) from continuing operations is as follows (amounts in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — — — State (3,008 ) (2,305 ) (3,527 ) Foreign (42 ) (62 ) (85 ) (3,050 ) (2,367 ) (3,612 ) Deferred: Federal (4,000 ) (3,894 ) (3,292 ) State (206 ) (266 ) 3,384 Foreign 5 22 100 (4,201 ) (4,138 ) 192 Total income tax expense from continuing operations $ (7,251 ) (6,505 ) (3,420 ) |
Schedule of Effective Income Tax Rate Reconciliation | 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, 2016 2015 2014 Computed expected tax benefit $ 29,398 27,906 11,910 State and local income taxes, net of federal benefit (2,091 ) (1,671 ) (93 ) Change in valuation allowance affecting income tax expense (30,859 ) (27,890 ) (11,232 ) Income (expense) not resulting in tax impact 381 (803 ) (694 ) Tax amortization of indefinite-lived assets (4,000 ) (3,890 ) (3,292 ) Other, net (80 ) (157 ) (19 ) Income tax expense $ (7,251 ) (6,505 ) (3,420 ) |
Schedule of Deferred Tax Assets and Liabilities | Components of deferred tax assets and liabilities are as follows (amounts in thousands): As of December 31, 2016 2015 Accounts receivable reserves $ 1,165 1,874 Accrued liabilities 10,696 10,205 Net operating loss carryforwards 236,062 194,568 Derivative financial instruments 3,296 4,997 Other deferred tax assets 10,044 11,248 Valuation allowance (126,164 ) (92,214 ) Total deferred tax assets 135,099 130,678 Intangible assets (141,664 ) (133,339 ) Convertible notes (6,376 ) (7,694 ) Property, plant and equipment (2,934 ) (1,371 ) Other deferred tax liabilities (1,894 ) (1,920 ) Total deferred tax liabilities (152,868 ) (144,324 ) Net deferred tax liabilities $ (17,769 ) $ (13,646 ) |
Schedule of Unrecognized Tax Benefits | 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, 2016 2015 2014 As of the beginning of the year $ 2,907 191 247 Increases for tax positions of current years 1,049 1,104 4 Increases (reductions) for tax positions of prior years — 1,612 (60 ) As of the end of the year $ 3,956 2,907 191 |
Stock-based and Long-Term Com37
Stock-based and Long-Term Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 Common Stock Options WAEP Outstanding at January 1, 2016 1,242,619 $ 41.29 Granted — $ — Exercised — $ — Forfeited (36,437 ) $ 49.66 Expired (24,650 ) $ 50.45 Outstanding at December 31, 2016 1,181,532 $ 40.84 Exercisable at December 31, 2016 988,805 $ 36.87 |
Schedule of Unvested Restricted Stock Awards | The following table presents the number and weighted average fair value ("WAFV") of unvested restricted stock awards: Series A Restricted Stock Awards WAFV Outstanding at January 1, 2016 242,793 $ 45.15 Granted 74,734 $ 15.02 Vested (69,999 ) $ 41.69 Canceled (13,165 ) $ 43.78 Outstanding at December 31, 2016 234,363 $ 36.65 |
Schedule of Unvested Restricted Stock Units | The following table presents the number and WAFV of unvested restricted stock units: Series A WAFV Outstanding at January 1, 2016 114,985 $ 40.74 Granted 148,133 $ 15.17 Vested (17,125 ) $ 41.03 Canceled — $ — Outstanding at December 31, 2016 245,993 $ 25.93 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 : Series A Common Stock Series B Common Stock 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 Conversion from Series B to Series A shares 1,727 (1,727 ) Issuance of restricted stock 118,313 — Restricted stock canceled for forfeitures and tax withholding (40,158 ) — Repurchases and retirements of Series A shares (940,729 ) — Balance at December 31, 2015 12,301,248 382,359 Conversion from Series B to Series A shares 500 (500 ) Issuance of stock awards 91,859 — Restricted stock canceled for forfeitures and tax withholding (35,276 ) — Repurchases and retirements of Series A shares (389,179 ) — Balance at December 31, 2016 11,969,152 381,859 |
Summary of the Changes in Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments (a) Unrealized Holding Gains and Losses, net (b) Unrealized Gains and Losses on Derivative Instruments, net (c) Accumulated Other Comprehensive Income (Loss) 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 ) Gain (loss) through Accumulated other comprehensive loss (293 ) 6,991 (16,041 ) (9,343 ) Reclassifications of loss (gains) into net income — (6,087 ) 7,300 1,213 Balance at December 31, 2015 (508 ) (884 ) (13,546 ) (14,938 ) Gain (loss) through Accumulated other comprehensive loss (1,032 ) 2,991 (2,673 ) (714 ) Reclassifications of loss (gains) into net income — (1,035 ) 7,262 6,227 Balance at December 31, 2016 $ (1,540 ) 1,072 (8,957 ) (9,425 ) (a) No income taxes were recorded on foreign currency translation amounts for 2016 , 2015 and 2014 because the Company is subject to a full valuation allowance. (b) No income taxes were recorded on the December 31, 2016 , 2015 and 2014 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 2016 , 2015 and 2014 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. |
Commitments, Contingencies an39
Commitments, Contingencies and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under scheduled operating leases, which are primarily for buildings, equipment and real estate, having initial or remaining noncancelable terms in excess of one year are as follows (in thousands): Year Ended December 31: 2017 $ 3,817 2018 3,793 2019 2,984 2020 2,875 2021 2,857 Thereafter 27,286 Minimum lease commitments $ 43,612 |
Reportable Business Segments (T
Reportable Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth selected data from the accompanying consolidated statements of operations for the periods indicated (amounts in thousands): MONI LiveWatch Other Consolidated Twelve Months Ended December 31, 2016 Net revenue $ 547,458 $ 22,914 $ — $ 570,372 Depreciation and amortization $ 250,393 $ 4,520 $ 275 $ 255,188 Net loss from continuing operations before income taxes $ (46,728 ) $ (22,431 ) $ (14,834 ) $ (83,993 ) Twelve Months Ended December 31, 2015 Net revenue $ 548,622 $ 14,734 $ — $ 563,356 Depreciation and amortization $ 264,870 $ 3,864 $ 378 $ 269,112 Net loss from continuing operations before income taxes $ (47,793 ) $ (18,365 ) $ (13,573 ) $ (79,731 ) The following table sets forth selected data from the accompanying consolidated balance sheets for the periods indicated(amounts in thousands): MONI LiveWatch Other Consolidated Balance at December 31, 2016 Subscriber accounts, net of amortization $ 1,364,804 $ 21,956 $ — $ 1,386,760 Goodwill $ 527,502 $ 36,047 $ — $ 563,549 Total assets $ 2,062,838 $ 63,916 $ 5,678 $ 2,132,432 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 |
Quarterly Financial Informati41
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 1st 2nd 3rd 4th Amounts in thousands, 2016: Net revenue $ 143,268 143,656 142,765 140,683 Operating income $ 9,211 12,239 15,248 18,936 Net loss $ (23,220 ) (22,202 ) (27,033 ) (18,789 ) Basic and diluted net loss per common share $ (1.86 ) (1.80 ) (2.23 ) (1.55 ) 2015: Net revenue $ 138,416 141,543 141,846 141,551 Operating income $ 20,641 17,798 8,907 2,021 Net loss $ (9,835 ) (18,409 ) (24,330 ) (30,810 ) Basic and diluted net loss per common share $ (0.74 ) (1.40 ) (1.87 ) (2.48 ) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Trade receivables, allowance for doubtful accounts | $ 3,043,000 | $ 2,762,000 | |
Amortization of intangible assets | 246,753,000 | 258,668,000 | $ 253,403,000 |
Net cash provided by operating activities | 188,903,000 | 208,680,000 | 234,604,000 |
Net cash used in financing activities | $ 18,197,000 | $ 69,557,000 | $ 6,170,000 |
Excluded stock options and unvested restricted stock units (in shares) | 480,356 | 892,851 | 1,492,531 |
Income taxes paid, net | $ 2,645,000 | $ 3,245,000 | $ 2,718,000 |
Interest paid, net | 120,873,000 | 112,282,000 | 106,535,000 |
Accrued capital expenditures | $ 558,000 | 1,214,000 | 548,000 |
Employee Stock Option | |||
Finite-Lived Intangible Assets [Line Items] | |||
Dividend rate | 0.00% | ||
Accounting Standards Update 2016-09 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Excess tax benefit, amount | 1,998,000 | ||
Net cash provided by operating activities | 795,000 | 734,000 | |
Net cash used in financing activities | (795,000) | (734,000) | |
Subscriber accounts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets, useful life | 15 years | ||
Amortization rate using declining balance method | 220.00% | ||
Amortization of intangible assets | $ 236,673,000 | 238,800,000 | 233,327,000 |
Dealer Networks and Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 9,830,000 | $ 19,501,000 | $ 19,780,000 |
Finite-lived intangible asset, useful life | 5 years | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 10 years | ||
MONI | Subscriber accounts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets, useful life | 14 years | ||
Amortization rate using declining balance method | 235.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Roll Forward of Receivable Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance Beginning of Year | $ 2,762 | $ 2,120 | $ 1,937 |
Charged to Expense | 10,785 | 9,735 | 8,149 |
Write-Offs and Other | (10,504) | (9,093) | (7,966) |
Balance End of Year | $ 3,043 | $ 2,762 | $ 2,120 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Computer systems and software (included in Machinery and Equipment in note 7, Property and Equipment) | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer systems and software (included in Machinery and Equipment in note 7, Property and Equipment) | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Expected Subscriber Fees (Details) - Subscriber accounts $ in Thousands | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 215,369 |
2,018 | 181,708 |
2,019 | 153,417 |
2,020 | 134,817 |
2,021 | $ 120,391 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Weighted Average Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Weighted average Series A and Series B shares (in shares) | 12,256,895 | 12,947,215 | 13,611,264 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Feb. 23, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 563,549 | $ 563,549 | $ 527,502 | |
LiveWatch | ||||
Business Acquisition [Line Items] | ||||
Fair value of consideration | $ 61,550 | |||
Cash paid for acquisition | 3,988 | |||
Goodwill | 36,047 | |||
LiveWatch | Business Combination, Management Retention | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration arrangement | 5,400 | |||
LiveWatch | Business Combination, Performance Bonus | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration arrangement | $ 6,200 |
Investments in Marketable Sec48
Investments in Marketable Securities - Schedule of Investment Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | $ 76,753 | $ 87,936 | |
Unrealized Gains | 1,483 | 824 | |
Unrealized Losses | (411) | (1,708) | |
Fair Value | 77,825 | 87,052 | |
Other-than-temporary impairment of marketable securities | 1,904 | 6,389 | $ 0 |
Equity securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | 3,767 | 4,603 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | (396) | (1,288) | |
Fair Value | 3,371 | 3,315 | |
Other-than-temporary impairment of marketable securities | 836 | ||
Mutual funds | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | 72,986 | 83,333 | |
Unrealized Gains | 1,483 | 824 | |
Unrealized Losses | (15) | (420) | |
Fair Value | 74,454 | 83,737 | |
Other-than-temporary impairment of marketable securities | $ 1,068 | $ 6,389 |
Investments in Marketable Sec49
Investments in Marketable Securities - Realized Gain(Loss) On Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | |||
Gross realized gains | $ 1,105 | $ 1,256 | $ 146 |
Gross realized losses | 236 | 955 | 524 |
Total Proceeds | $ 15,184 | $ 57,291 | $ 7,842 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Assets held for sale | $ 10,673 | $ 6,265 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 57,402 | $ 64,598 |
Accumulated depreciation | (29,071) | (32,158) |
Property, plant and equipment, net | 28,331 | 32,440 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 4,700 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,410 | 7,108 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 55,992 | $ 52,790 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 8,435 | $ 10,444 | $ 10,145 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 563,549 | $ 527,502 |
LiveWatch Acquisition | 36,047 | |
Period activity | 0 | |
Goodwill, Ending Balance | $ 563,549 | $ 563,549 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, impairment loss | $ 0 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Interest payable | $ 15,675 | $ 15,390 |
Income taxes payable | 2,989 | 2,665 |
Legal accrual | 476 | 379 |
LiveWatch acquisition retention bonus | 4,990 | 0 |
Other | 10,840 | 13,139 |
Total Other accrued liabilities | $ 34,970 | $ 31,573 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Carrying value | $ 1,765,233,000 | $ 1,719,368,000 | |
Less current portion of long-term debt | (11,000,000) | (5,500,000) | |
Long-term debt | 1,754,233,000 | 1,713,868,000 | |
MONI | |||
Debt Instrument [Line Items] | |||
Carrying value | 1,765,233,000 | ||
Convertible Senior Notes 4% Due 2020 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 78,279,000 | 74,507,000 | |
Stated interest rate on debt | 4.00% | ||
Effective interest rate | 7.80% | ||
Senior Notes 9.125% Due 2020 | MONI | Senior Notes | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 578,254,000 | 576,455,000 | |
Stated interest rate on debt | 9.125% | ||
Effective interest rate | 9.40% | ||
Term Loan Due September 2022 | MONI | Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 1,066,130,000 | ||
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% | ||
Term Loan Due September 2022 | MONI | Term Loan | Minimum | LIBOR | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt | |||
Revolving Credit Facility Due 2021 | MONI | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 42,570,000 | ||
Effective interest rate | 5.30% | ||
Spread on variable rate index | 4.00% | ||
Borrowing capacity | $ 295,000,000 | $ 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% | ||
Revolving Credit Facility Due 2021 | MONI | Revolving Credit Facility | Minimum | LIBOR | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt | |||
Term Loan Due April, 2022 | MONI | Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 0 | 542,420,000 | |
Effective interest rate | 5.10% | ||
Term Loan Due April, 2022 | MONI | Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on variable rate index | 3.50% | ||
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% | ||
Term Loan Due March, 2018 | MONI | 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 | MONI | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 0 | $ 131,048,000 | |
Effective interest rate | 6.70% | ||
Borrowing capacity | $ 315,000,000 | ||
Revolving Credit Facility Due 2017 | MONI | Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on variable rate index | 3.75% | ||
Variable rate basis floor | 1.00% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Interest expense | $ 132,269,000 | $ 123,743,000 | $ 117,464,000 | |
Purchase of bond hedge call option | 20,318,000 | |||
Proceeds from warrants | 14,211,000 | |||
Hedge and warrant expense | 6,107,000 | |||
MONI | ||||
Debt Instrument [Line Items] | ||||
Accelerated amortization of deferred financing costs | $ 4,160,000 | |||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Unamortized discount | 1,468,000 | |||
Accelerated amortization of deferred financing costs | 135,000 | |||
Term Loan | Designated as Hedging Instrument | Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Fixed Rate Paid | 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 | |||
Revolving Credit Facility | MONI | ||||
Debt Instrument [Line Items] | ||||
Line of credit | $ 44,800,000 | |||
Revolving Credit Facility | LIBOR | MONI | ||||
Debt Instrument [Line Items] | ||||
Unused capacity commitment fee percentage | 0.50% | |||
Convertible Senior Notes 4% Due 2020 | Warrant | ||||
Debt Instrument [Line Items] | ||||
Strike price (in dollars per share) | $ 118.62 | |||
Warrant strike price, percent | 50.00% | |||
Convertible Senior Notes 4% Due 2020 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 96,775,000 | 96,775,000 | ||
Stated interest rate on debt | 4.00% | |||
Extinguishment of debt | 6,725,000 | |||
Gains on extinguishment of debt | 745,000 | |||
Principal amount for conversion ratio | $ 1,000 | |||
Conversion price per share (in dollars per share) | $ 102.804 | |||
Redemption price percentage | 100.00% | |||
Estimated liability for convertible debt | $ 72,764,000 | |||
Estimated equity for convertible debt | $ 30,736,000 | |||
Effective interest rate, accretion of debt discount | 14.00% | |||
Interest expense | $ 3,871,000 | 4,125,000 | 4,140,000 | |
Amortization of debt discount and deferred debt costs | 3,533,000 | 3,643,000 | $ 3,342,000 | |
Unamortized discount | $ 17,324,000 | $ 20,857,000 | ||
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 (in shares) | 1,007 | |||
Senior Notes 9.125% Due 2020 | Senior Notes | MONI | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 585,000,000 | |||
Stated interest rate on debt | 9.125% | |||
Accumulated amortization, debt issuance costs | $ 6,746,000 | |||
Revolving Credit Facility Due 2017 | MONI | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | 250,200,000 | |||
Revolving Credit Facility Due 2017 | Revolving Credit Facility | MONI | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 315,000,000 | |||
Revolving Credit Facility Due 2017 | Revolving Credit Facility | LIBOR | MONI | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate index | 3.75% | |||
Variable rate basis floor | 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 | LIBOR | MONI | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate index | 3.50% | |||
Variable rate basis floor | 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 | LIBOR | MONI | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate index | 3.25% | |||
Variable rate basis floor | 1.00% | |||
Term Loan Due September 2022 | Term Loan | MONI | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,100,000,000 | $ 1,097,250,000 | ||
Debt discount on purchase price, percent | 1.50% | |||
Periodic payment of principal | $ 2,750,000 | |||
Term Loan Due September 2022 | Term Loan | LIBOR | MONI | ||||
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 | ||
Spread on variable rate index | 4.00% | |||
Revolving Credit Facility Due 2021 | Revolving Credit Facility | LIBOR | MONI | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate index | 4.00% | |||
Variable rate basis floor | 1.00% |
Long-Term Debt - Schedule of Co
Long-Term Debt - Schedule of Convertible Notes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Carrying value | $ 1,765,233,000 | $ 1,719,368,000 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Unamortized discount | (1,468,000) | |
Convertible Senior Notes 4% Due 2020 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal | 96,775,000 | 96,775,000 |
Unamortized discount | (17,324,000) | (20,857,000) |
Deferred debt costs | (1,172,000) | (1,411,000) |
Carrying value | $ 78,279,000 | $ 74,507,000 |
Long-Term Debt - Components of
Long-Term Debt - Components of Refinancing Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Total refinancing expense | $ 9,500 | $ 3,723 | $ 0 |
MONI | |||
Debt Instrument [Line Items] | |||
Accelerated amortization of deferred financing costs | 4,160 | ||
Accelerated amortization of debt discount | 3,416 | ||
Other refinancing costs | 1,924 | ||
Total refinancing expense | $ 9,500 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long and Short Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Carrying value | $ 1,765,233 | $ 1,719,368 |
MONI | ||
Debt Instrument [Line Items] | ||
2,017 | 11,000 | |
2,018 | 11,000 | |
2,019 | 11,000 | |
2,020 | 692,775 | |
2,021 | 55,800 | |
Thereafter | 1,042,250 | |
Total principal payments | 1,823,825 | |
Unamortized discounts, premium and deferred debt costs, net | 58,592 | |
Carrying value | $ 1,765,233 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | Dec. 31, 2016USD ($)interest_rate_swap | Dec. 31, 2015USD ($)interest_rate_swap |
Derivative [Line Items] | ||
Derivative amount not offset against collateral | $ 0 | $ 0 |
Cash Flow Hedging | Interest Rate Swap | ||
Derivative [Line Items] | ||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months, net | 5,521,000 | |
Recurring | ||
Derivative [Line Items] | ||
Derivative asset | 8,521,000 | |
Derivative liability | 16,948,000 | 13,470,000 |
Level 2 | Recurring | ||
Derivative [Line Items] | ||
Derivative asset | 8,521,000 | |
Derivative liability | $ 16,948,000 | $ 13,470,000 |
Level 2 | Recurring | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative asset, number of instruments held | interest_rate_swap | 1 | |
Derivative asset | $ 8,521,000 | |
Derivative liability, number of instruments held | interest_rate_swap | 7 | 7 |
Derivative liability | $ 16,948,000 |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Instruments (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
1.884 % interest rate swaps | |
Derivative [Line Items] | |
Notional | $ 523,875,000 |
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 | |
Derivative [Line Items] | |
Notional | $ 138,837,500 |
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 | |
Derivative [Line Items] | |
Notional | $ 108,542,713.45 |
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 | |
Derivative [Line Items] | |
Notional | $ 108,542,713.45 |
Fixed Rate Paid | 1.85% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
2.924 % interest rate swaps | |
Derivative [Line Items] | |
Notional | $ 191,475,001.63 |
Fixed Rate Paid | 3.11% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
2.810 % interest rate swaps | |
Derivative [Line Items] | |
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 | |
Derivative [Line Items] | |
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% |
1.833 % interest rate swaps | |
Derivative [Line Items] | |
Notional | $ 377,000,000 |
Fixed Rate Paid | 1.8325% |
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss) | $ (2,673) | $ (16,041) | $ (12,560) |
Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss | (7,262) | (7,300) | (7,681) |
Ineffective portion of amount of gain (loss) recognized into Net loss on interest rate swaps | $ 423 | $ (119) | $ (46) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurements | ||
Investments in marketable securities | $ 77,825 | $ 87,052 |
Recurring | ||
Fair Value Measurements | ||
Investments in marketable securities | 77,825 | 87,052 |
Derivative financial instruments - assets | 8,521 | |
Derivative financial instruments - liabilities | (16,948) | (13,470) |
Total | 69,398 | 73,582 |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Investments in marketable securities | 77,825 | 87,052 |
Derivative financial instruments - assets | 0 | |
Derivative financial instruments - liabilities | 0 | 0 |
Total | 77,825 | 87,052 |
Recurring | Level 2 | ||
Fair Value Measurements | ||
Investments in marketable securities | 0 | 0 |
Derivative financial instruments - assets | 8,521 | |
Derivative financial instruments - liabilities | (16,948) | (13,470) |
Total | (8,427) | (13,470) |
Recurring | Level 3 | ||
Fair Value Measurements | ||
Investments in marketable securities | 0 | 0 |
Derivative financial instruments - assets | 0 | |
Derivative financial instruments - liabilities | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements - Sch65
Fair Value Measurements - Schedule of Fair Value Not Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Carrying value | $ 1,765,233 | $ 1,719,368 |
Fair value | $ 1,770,694 | $ 1,563,376 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | |||
Federal statutory income tax rate, percent | 35.00% | ||
Deferred tax assets, increase in valuation allowance | $ 33,950 | ||
Deferred tax assets, change in valuation allowance related to federal income tax expense | 30,859 | $ 27,890 | $ 11,232 |
Deferred tax assets, change in valuation allowance related to changes in derivative fair values | (1,463) | ||
Deferred tax assets, change in valuation allowance related to other adjustment to deferred taxes | (4,554) | ||
Operating loss carryforwards subject to IRC limitations | 129,521 | ||
Accrued interest and penalties related to uncertain tax positions | 74 | ||
Expected change in uncertain tax position | 0 | ||
Internal Revenue Service (IRS) | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 641,013 | ||
Tax credit carryforward | 1,064 | ||
Tax credit carryforward, expire in 2018 | 638 | ||
California | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 99,826 | ||
Other State Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 114,401 | ||
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward | $ 983 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (84,202) | $ (80,021) | $ (34,383) |
Foreign | 209 | 290 | 355 |
Loss from continuing operations before income taxes | $ (83,993) | $ (79,731) | $ (34,028) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | (3,008) | (2,305) | (3,527) |
Foreign | (42) | (62) | (85) |
Current Income Tax (Expense) Benefit | (3,050) | (2,367) | (3,612) |
Deferred: | |||
Federal | (4,000) | (3,894) | (3,292) |
State | (206) | (266) | 3,384 |
Foreign | 5 | 22 | 100 |
Deferred Income Tax (Expense) Benefit | (4,201) | (4,138) | 192 |
Income tax expense | $ (7,251) | $ (6,505) | $ (3,420) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Computed expected tax benefit | $ 29,398 | $ 27,906 | $ 11,910 |
State and local income taxes, net of federal benefit | (2,091) | (1,671) | (93) |
Change in valuation allowance affecting income tax expense | (30,859) | (27,890) | (11,232) |
Income (expense) not resulting in tax impact | 381 | (803) | (694) |
Tax amortization of indefinite-lived assets | (4,000) | (3,890) | (3,292) |
Other, net | (80) | (157) | (19) |
Income tax expense | $ (7,251) | $ (6,505) | $ (3,420) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets, Net [Abstract] | ||
Accounts receivable reserves | $ 1,165 | $ 1,874 |
Accrued liabilities | 10,696 | 10,205 |
Net operating loss carryforwards | 236,062 | 194,568 |
Derivative financial instruments | 3,296 | 4,997 |
Other deferred tax assets | 10,044 | 11,248 |
Valuation allowance | (126,164) | (92,214) |
Total deferred tax assets | 135,099 | 130,678 |
Deferred Tax Liabilities, Net [Abstract] | ||
Intangible assets | (141,664) | (133,339) |
Convertible notes | (6,376) | (7,694) |
Property, plant and equipment | (2,934) | (1,371) |
Other deferred tax liabilities | (1,894) | (1,920) |
Total deferred tax liabilities | (152,868) | (144,324) |
Net deferred tax liabilities | $ (17,769) | $ (13,646) |
Income Taxes - Roll Forward of
Income Taxes - Roll Forward of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
As of the beginning of the year | $ 2,907 | $ 191 | $ 247 |
Increases for tax positions of current years | 1,049 | 1,104 | 4 |
Increases (reductions) for tax positions of prior years | 0 | 1,612 | (60) |
As of the end of the year | $ 3,956 | $ 2,907 | $ 191 |
Stock-based and Long-Term Com72
Stock-based and Long-Term Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | 0 |
Outstanding options, intrinsic value | $ 0 | ||
Exercisable options, intrinsic value | $ 0 | ||
Outstanding options, weighted average remaining contractual life | 2 years 7 days | ||
Exercisable options, weighted average remaining contractual life | 1 year 10 months 4 days | ||
Compensation cost related to unvested stock options | $ 1,678,000 | ||
Employee Stock Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period | 5 years | ||
Award vesting period | 2 years | ||
Employee Stock Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period | 7 years | ||
Award vesting period | 4 years | ||
Restricted Stock Awards | Series B Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other than options, outstanding (in shares) | 0 | ||
Restricted Stock Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 2 years | ||
Restricted Stock Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Restricted Stock and Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost related to unvested equity awards | $ 8,079,000 | ||
Compensation cost related to unvested equity awards, recognition period | 3 years 2 months 1 day | ||
Incentive Plan 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available (in shares) | 599,862 |
Stock-based and Long-Term Com73
Stock-based and Long-Term Compensation - Schedule of Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Series A Common Stock Options | |||
Granted (in shares) | 0 | 0 | 0 |
Common Class A | |||
Series A Common Stock Options | |||
Beginning of Period (in shares) | 1,242,619 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 0 | (22,249) | |
Forfeited (in shares) | (36,437) | ||
Expired (in shares) | (24,650) | ||
Ending of Period (in shares) | 1,181,532 | 1,242,619 | |
Exercisable, Ending of Period (in shares) | 988,805 | ||
WAEP | |||
Beginning of Period (in dollars per share) | $ 41.29 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 49.66 | ||
Expired (in dollars per share) | 50.45 | ||
Ending of Period (in dollars per share) | 40.84 | $ 41.29 | |
Exercisable, Ending of Period (in dollars per share) | $ 36.87 |
Stock-based and Long-Term Com74
Stock-based and Long-Term Compensation - Schedules of Restricted Stock Awards and Units (Details) - Series A Common Stock | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Restricted Stock Awards | |
Series A Restricted Stock Awards or Units | |
Beginning of Period (in shares) | shares | 242,793 |
Granted (in shares) | shares | 74,734 |
Vested (in shares) | shares | (69,999) |
Canceled (in shares) | shares | (13,165) |
Ending of Period (in shares) | shares | 234,363 |
WAFV | |
Beginning of Period (in dollars per share) | $ / shares | $ 45.15 |
Granted (in dollars per share) | $ / shares | 15.02 |
Vested (in dollars per share) | $ / shares | 41.69 |
Canceled (in dollars per share) | $ / shares | 43.78 |
Ending of Period (in dollars per share) | $ / shares | $ 36.65 |
Restricted Stock Units (RSUs) | |
Series A Restricted Stock Awards or Units | |
Beginning of Period (in shares) | shares | 114,985 |
Granted (in shares) | shares | 148,133 |
Vested (in shares) | shares | (17,125) |
Canceled (in shares) | shares | 0 |
Ending of Period (in shares) | shares | 245,993 |
WAFV | |
Beginning of Period (in dollars per share) | $ / shares | $ 40.74 |
Granted (in dollars per share) | $ / shares | 15.17 |
Vested (in dollars per share) | $ / shares | 41.03 |
Canceled (in dollars per share) | $ / shares | 0 |
Ending of Period (in dollars per share) | $ / shares | $ 25.93 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 12 Months Ended | ||||||
Dec. 31, 2016USD ($)vote$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Sep. 04, 2015USD ($) | Nov. 10, 2014USD ($) | Nov. 14, 2013USD ($) | Jun. 16, 2011USD ($) | |
Stockholders' Equity | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||
Total purchase price | $ | $ 7,140,000 | $ 29,988,000 | $ 35,734,000 | ||||
Series B Common Stock to Series A Common Stock | |||||||
Stockholders' Equity | |||||||
Common stock, conversion basis, rate | 1 | ||||||
Series A Common Stock | |||||||
Stockholders' Equity | |||||||
Number of votes which holders of common shares are entitled to, for each share held | vote | 1 | ||||||
Common stock, issued shares (in shares) | 11,969,152 | 12,301,248 | |||||
Common stock, outstanding shares (in shares) | 11,969,152 | 12,301,248 | |||||
Authorized amount to be repurchased | $ | $ 25,000,000 | ||||||
Additional authorized amount for repurchase of shares | $ | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||
Shares repurchased (in shares) | 389,179 | 940,729 | 557,309 | ||||
Average purchase price (in dollars per share) | $ / shares | $ 18.35 | $ 31.88 | $ 64.12 | ||||
Total purchase price | $ | $ 35,734,000 | ||||||
Shares reserved (in shares) | 1,427,525 | ||||||
Series B Common Stock | |||||||
Stockholders' Equity | |||||||
Number of votes which holders of common shares are entitled to, for each share held | vote | 10 | ||||||
Common stock, issued shares (in shares) | 381,859 | 382,359 | |||||
Common stock, outstanding shares (in shares) | 381,859 | 382,359 | |||||
Shares repurchased (in shares) | 0 | 0 | |||||
Series C Common Stock | |||||||
Stockholders' Equity | |||||||
Common stock, issued shares (in shares) | 0 | 0 | |||||
Common stock, outstanding shares (in shares) | 0 |
Stockholders' Equity - Roll For
Stockholders' Equity - Roll Forward Activity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Series A Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period (in shares) | 12,301,248 | 13,162,095 | 13,672,674 |
Conversion from Series B to Series A shares (in shares) | (500) | (1,727) | (126) |
Issuance of stock awards (in shares) | 91,859 | ||
Issuance of restricted stock (in shares) | 118,313 | 36,797 | |
Restricted stock cancelled for forfeitures and tax withholding (in shares) | (35,276) | (40,158) | (12,442) |
Stock option exercises (in shares) | 0 | 22,249 | |
Repurchases and retirements of Series A shares (in shares) | (389,179) | (940,729) | (557,309) |
Balance at the end of the period (in shares) | 11,969,152 | 12,301,248 | 13,162,095 |
Series B Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period (in shares) | 382,359 | 384,086 | 384,212 |
Conversion from Series B to Series A shares (in shares) | (500) | (1,727) | (126) |
Issuance of stock awards (in shares) | 0 | ||
Issuance of restricted stock (in shares) | 0 | 0 | |
Restricted stock cancelled for forfeitures and tax withholding (in shares) | 0 | 0 | 0 |
Stock option exercises (in shares) | 0 | ||
Repurchases and retirements of Series A shares (in shares) | 0 | 0 | |
Balance at the end of the period (in shares) | 381,859 | 382,359 | 384,086 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Accumulated Other Comprehensive Income (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in accumulated other comprehensive loss | |||
Beginning of Period | $ 324,769,000 | $ 439,688,000 | $ 514,757,000 |
Ending of Period | 238,645,000 | 324,769,000 | 439,688,000 |
Foreign Currency Translation Adjustments | |||
Changes in accumulated other comprehensive loss | |||
Beginning of Period | (508,000) | (215,000) | 167,000 |
Gain (loss) through Accumulated other comprehensive loss | (1,032,000) | (293,000) | (382,000) |
Reclassifications of loss (gains) into net income | 0 | 0 | 0 |
Ending of Period | (1,540,000) | (508,000) | (215,000) |
Income tax on foreign currency translation amounts | 0 | 0 | 0 |
Unrealized Holding Gains and Losses, net | |||
Changes in accumulated other comprehensive loss | |||
Beginning of Period | (884,000) | (1,788,000) | 1,498,000 |
Gain (loss) through Accumulated other comprehensive loss | 2,991,000 | 6,991,000 | (3,664,000) |
Reclassifications of loss (gains) into net income | (1,035,000) | (6,087,000) | 378,000 |
Ending of Period | 1,072,000 | (884,000) | (1,788,000) |
Income tax on unrealized holding gains | 0 | 0 | 0 |
Unrealized Gains and Losses on Derivative Instruments, net | |||
Changes in accumulated other comprehensive loss | |||
Beginning of Period | (13,546,000) | (4,805,000) | 74,000 |
Gain (loss) through Accumulated other comprehensive loss | (2,673,000) | (16,041,000) | (12,560,000) |
Reclassifications of loss (gains) into net income | 7,262,000 | 7,300,000 | 7,681,000 |
Ending of Period | (8,957,000) | (13,546,000) | (4,805,000) |
Income tax unrealized loss on derivative instrument | 0 | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) | |||
Changes in accumulated other comprehensive loss | |||
Beginning of Period | (14,938,000) | (6,808,000) | 1,739,000 |
Gain (loss) through Accumulated other comprehensive loss | (714,000) | (9,343,000) | (16,606,000) |
Reclassifications of loss (gains) into net income | 6,227,000 | 1,213,000 | 8,059,000 |
Ending of Period | $ (9,425,000) | $ (14,938,000) | $ (6,808,000) |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Total 401 (k) plan expense | $ 111 | $ 132 | $ 80 |
Commitments, Contingencies an79
Commitments, Contingencies and Other Liabilities - Schedule of Future Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 3,817 |
2,018 | 3,793 |
2,019 | 2,984 |
2,020 | 2,875 |
2,021 | 2,857 |
Thereafter | 27,286 |
Minimum lease commitments | $ 43,612 |
Commitments, Contingencies an80
Commitments, Contingencies and Other Liabilities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense for noncancelable operating leases | $ 3,862 | $ 4,540 | $ 3,664 |
Reportable Business Segments -
Reportable Business Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 1 |
Reportable Business Segments 82
Reportable Business Segments - By Segment from Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | $ 140,683 | $ 142,765 | $ 143,656 | $ 143,268 | $ 141,551 | $ 141,846 | $ 141,543 | $ 138,416 | $ 570,372 | $ 563,356 | $ 539,449 |
Depreciation and amortization | 255,188 | 269,112 | |||||||||
Net loss from continuing operations before income taxes | (83,993) | (79,731) | $ (34,028) | ||||||||
Operating Segments | MONI | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 547,458 | 548,622 | |||||||||
Depreciation and amortization | 250,393 | 264,870 | |||||||||
Net loss from continuing operations before income taxes | (46,728) | (47,793) | |||||||||
Operating Segments | LiveWatch | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 22,914 | 14,734 | |||||||||
Depreciation and amortization | 4,520 | 3,864 | |||||||||
Net loss from continuing operations before income taxes | (22,431) | (18,365) | |||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Depreciation and amortization | 275 | 378 | |||||||||
Net loss from continuing operations before income taxes | $ (14,834) | $ (13,573) |
Reportable Business Segments 83
Reportable Business Segments - By Segment from Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | $ 1,386,760 | $ 1,423,538 | |
Goodwill | 563,549 | 563,549 | $ 527,502 |
Total assets | 2,132,432 | 2,173,305 | |
Operating Segments | MONI | |||
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | 1,364,804 | 1,400,515 | |
Goodwill | 527,502 | 527,502 | |
Total assets | 2,062,838 | 2,033,180 | |
Operating Segments | LiveWatch | |||
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | 21,956 | 23,023 | |
Goodwill | 36,047 | 36,047 | |
Total assets | 63,916 | 63,267 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | 0 | 0 | |
Goodwill | 0 | 0 | |
Total assets | $ 5,678 | $ 76,858 |
Quarterly Financial Informati84
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 140,683 | $ 142,765 | $ 143,656 | $ 143,268 | $ 141,551 | $ 141,846 | $ 141,543 | $ 138,416 | $ 570,372 | $ 563,356 | $ 539,449 |
Operating income | 18,936 | 15,248 | 12,239 | 9,211 | 2,021 | 8,907 | 17,798 | 20,641 | 55,634 | 49,367 | 78,198 |
Net loss | $ (18,789) | $ (27,033) | $ (22,202) | $ (23,220) | $ (30,810) | $ (24,330) | $ (18,409) | $ (9,835) | $ (91,244) | $ (86,236) | $ (37,448) |
Basic and diluted net loss per common share (in dollars per share) | $ (1.55) | $ (2.23) | $ (1.80) | $ (1.86) | $ (2.48) | $ (1.87) | $ (1.40) | $ (0.74) | $ (7.44) | $ (6.66) | $ (2.75) |