Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 14, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | $ 137 | ||
Series A Common Stock | |||
Entity Common Stock, Shares Outstanding (in shares) | 11,999,474 | ||
Series B Common Stock | |||
Entity Common Stock, Shares Outstanding (in shares) | 381,528 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 10,465 | $ 12,319 |
Marketable securities, at fair value | 105,958 | 77,825 |
Trade receivables, net of allowance for doubtful accounts of $4,162 in 2017 and $3,043 in 2016 | 12,645 | 13,869 |
Prepaid and other current assets | 11,175 | 10,347 |
Assets held for sale | 0 | 10,673 |
Total current assets | 140,243 | 125,033 |
Property and equipment, net of accumulated depreciation of $37,915 in 2017 and $29,071 in 2016 | 32,823 | 28,331 |
Subscriber accounts, net of accumulated amortization of $1,439,164 in 2017 and $1,212,468 in 2016 | 1,302,028 | 1,386,760 |
Dealer network and other intangible assets, net of accumulated amortization of $42,806 in 2017 and $32,976 in 2016 | 6,994 | 16,824 |
Goodwill | 563,549 | 563,549 |
Other assets, net | 9,348 | 11,935 |
Total assets | 2,054,985 | 2,132,432 |
Current liabilities: | ||
Accounts payable | 11,092 | 11,516 |
Accrued payroll and related liabilities | 3,953 | 5,067 |
Other accrued liabilities | 52,329 | 34,970 |
Deferred revenue | 13,871 | 15,147 |
Holdback liability | 9,309 | 13,916 |
Current portion of long-term debt | 11,000 | 11,000 |
Liabilities of discontinued operations | 0 | 3,500 |
Total current liabilities | 101,554 | 95,116 |
Non-current liabilities: | ||
Long-term debt | 1,778,044 | 1,754,233 |
Long-term holdback liability | 2,658 | 2,645 |
Derivative financial instruments | 13,491 | 16,948 |
Deferred Income Tax Liabilities, Net | 13,311 | 17,769 |
Other liabilities | 3,255 | 7,076 |
Total liabilities | 1,912,313 | 1,893,787 |
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 | 1,423,899 | 1,417,505 |
Accumulated deficit | (1,277,118) | (1,169,559) |
Accumulated other comprehensive loss, net | (4,233) | (9,425) |
Total stockholders' equity | 142,672 | 238,645 |
Total liabilities and stockholders' equity | 2,054,985 | 2,132,432 |
Series A Common Stock | ||
Stockholders' equity: | ||
Common stock | 120 | 120 |
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, 2017 | Dec. 31, 2016 |
Trade receivables, allowance for doubtful accounts | $ 4,162 | $ 3,043 |
Property and equipment, accumulated depreciation | 37,915 | 29,071 |
Subscriber accounts, accumulated amortization | 1,439,164 | 1,212,468 |
Dealer network and other intangible assets, accumulated amortization | $ 42,806 | $ 32,976 |
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) | 11,999,630 | 11,969,152 |
Common stock, outstanding shares (in shares) | 11,999,630 | 11,969,152 |
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) | 381,528 | 381,859 |
Common stock, outstanding shares (in shares) | 381,528 | 381,859 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Net revenue | $ 553,455 | $ 570,372 | $ 563,356 |
Operating expenses: | |||
Cost of services | 119,193 | 115,236 | 110,246 |
Selling, general and administrative, including stock-based and long-term incentive compensation | 167,887 | 125,892 | 121,418 |
Radio conversion costs | 450 | 18,422 | 14,369 |
Amortization of subscriber accounts, dealer network and other intangible assets | 236,788 | 246,753 | 258,668 |
Depreciation | 8,844 | 8,435 | 10,444 |
Gain on disposal of operating assets, net | (21,217) | 0 | (1,156) |
Total operating expenses | 511,945 | 514,738 | 513,989 |
Operating income | 41,510 | 55,634 | 49,367 |
Other expense (income), net: | |||
Interest income | (2,446) | (2,282) | (2,904) |
Interest expense | 152,257 | 132,269 | 123,743 |
Refinancing expense, net of gain on extinguishment of debt in 2015 | 0 | 9,500 | 3,723 |
Other expense (income), net | (242) | 140 | 4,536 |
Total other expense (income), net | 149,569 | 139,627 | 129,098 |
Loss from continuing operations before income taxes | (108,059) | (83,993) | (79,731) |
Income tax expense (benefit) from continuing operations | (408) | 7,251 | 6,505 |
Net loss from continuing operations | (107,651) | (91,244) | (86,236) |
Discontinued operations: | |||
Income from discontinued operations, net of income tax of $0 | 92 | 0 | 2,852 |
Net loss | (107,559) | (91,244) | (83,384) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 782 | (1,032) | (293) |
Unrealized holding gain on marketable securities, net | 2,828 | 1,956 | 904 |
Unrealized gain (loss) on derivative contracts, net | 1,582 | 4,589 | (8,741) |
Total other comprehensive income (loss), net of tax | 5,192 | 5,513 | (8,130) |
Comprehensive loss | $ (102,367) | $ (85,731) | $ (91,514) |
Basic and diluted earnings (loss) per share: | |||
Continuing operations (in dollars per share) | $ (8.83) | $ (7.44) | $ (6.66) |
Discontinued operations (in dollars per share) | 0.01 | 0 | 0.22 |
Net loss (in dollars per share) | $ (8.82) | $ (7.44) | $ (6.44) |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (107,559) | $ (91,244) | $ (83,384) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Income from discontinued operations, net of income tax | (92) | 0 | (2,852) |
Amortization of subscriber accounts, dealer network and other intangible assets | 236,788 | 246,753 | 258,668 |
Depreciation | 8,844 | 8,435 | 10,444 |
Stock-based and long-term incentive compensation | 7,431 | 6,984 | 7,343 |
Deferred income tax expense (benefit) | (4,474) | 4,201 | 4,138 |
Gain on disposal of operating assets, net | (21,217) | 0 | (1,156) |
Legal settlement reserve, net of cash payments | 23,000 | 0 | 0 |
Amortization of debt discount and deferred debt costs | 11,111 | 10,670 | 10,357 |
Refinancing expense, net of gain on extinguishment | 0 | 9,500 | 3,725 |
Other-than-temporary impairment of marketable securities | 220 | 1,904 | 6,389 |
Bad debt expense | 11,014 | 10,785 | 9,735 |
Other non-cash activity, net | (4,277) | (5,114) | 4,426 |
Changes in assets and liabilities: | |||
Trade receivables | (9,790) | (11,032) | (9,378) |
Prepaid expenses and other assets | (1,669) | 325 | (3,857) |
Subscriber accounts - deferred contract costs | (3,064) | (2,947) | (1,773) |
Payables and other liabilities | (6,361) | (317) | (4,096) |
Operating activities from discontinued operations, net | (3,408) | 0 | (49) |
Net cash provided by operating activities | 136,497 | 188,903 | 208,680 |
Cash flows from investing activities: | |||
Capital expenditures | (14,393) | (9,180) | (12,431) |
Cost of subscriber accounts acquired | (142,909) | (201,381) | (266,558) |
Cash paid for acquisition, net of cash acquired | 0 | 0 | (56,778) |
Purchases of marketable securities | (26,634) | (5,036) | (26,934) |
Proceeds from sale of marketable securities | 1,108 | 15,184 | 57,291 |
Decrease (increase) in restricted cash | 0 | 55 | (37) |
Proceeds from disposal of operating assets | 32,612 | 0 | 20,175 |
Net cash used in investing activities | (150,216) | (200,358) | (285,272) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 187,950 | 1,280,700 | 778,000 |
Payments on long-term debt | (175,250) | (1,238,059) | (671,183) |
Payments of financing costs | 0 | (16,946) | (6,477) |
Value of shares withheld for share-based compensation | (835) | (358) | (795) |
Purchases and retirement of common stock | 0 | (7,140) | (29,988) |
Net cash provided by financing activities | 11,865 | 18,197 | 69,557 |
Net increase (decrease) in cash and cash equivalents | (1,854) | 6,742 | (7,035) |
Cash and cash equivalents at beginning of period | 12,319 | 5,577 | 12,612 |
Cash and cash equivalents at end of period | 10,465 | 12,319 | 5,577 |
Supplemental cash flow information: | |||
State taxes paid, net | 2,713 | 2,645 | 3,245 |
Interest paid | 140,706 | 120,873 | 112,282 |
Accrued capital expenditures | $ 272 | $ 558 | $ 1,214 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | 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, 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) | |||
Purchase of convertible debt | (131) | (131) | ||||
Stock-based compensation | 7,509 | 7,509 | ||||
Value of shares withheld for minimum 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 | 7,105 | 1 | 7,104 | |||
Value of shares withheld for minimum tax liability | (358) | (358) | ||||
Ending of Period at Dec. 31, 2016 | 238,645 | 120 | 4 | 1,417,505 | (1,169,559) | (9,425) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (107,559) | (107,559) | ||||
Other comprehensive income (loss) | 5,192 | 5,192 | ||||
Stock-based compensation | 7,229 | 1 | 7,228 | |||
Value of shares withheld for minimum tax liability | (835) | (1) | (834) | |||
Ending of Period at Dec. 31, 2017 | $ 142,672 | $ 120 | $ 4 | $ 1,423,899 | $ (1,277,118) | $ (4,233) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
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 residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services. MONI is supported by a network of independent Authorized Dealers providing products and support to customers in the United States, Canada and Puerto Rico. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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. Trade Receivables Trade receivables consist primarily of amounts due from subscribers 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, 2017 and 2016 was $4,162,000 and $3,043,000 , 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 2017 $ 3,043 11,014 (9,895 ) 4,162 2016 $ 2,762 10,785 (10,504 ) 3,043 2015 $ 2,120 9,735 (9,093 ) 2,762 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 11, 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. Inventories Inventories consist of security system components and parts and are stated at the lower of cost (using the weighted average costing method) or net realizable value. Inventory is included in Prepaid and other current assets on the consolidated balance sheets and was $3,495,000 and $2,475,000 at December 31, 2017 and 2016 , respectively. 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: 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 6, 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 $226,697,000 , $236,673,000 and $238,800,000 for the fiscal years ended December 31, 2017 , 2016 and 2015 , respectively. Based on subscriber accounts held at December 31, 2017 , estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): 2018 $ 201,427 2019 $ 170,250 2020 $ 149,189 2021 $ 132,662 2022 $ 121,209 The Company has processes and controls in place, including the review of key performance indicators, to assist management in identifying events or circumstances that indicate the Subscriber Accounts Asset may not be recoverable. If an indicator that the asset may not be recoverable exists, management tests the Subscriber Accounts Asset for impairment. For purposes of recognition and measurement of an impairment loss, the Company views subscriber accounts as a single pool, for each of MONI and LiveWatch, 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. If such assets are considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the assets exceeds the estimated fair value, as determined using the income approach. 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 , $9,830,000 and $19,501,000 for the fiscal years ended December 31, 2017 , 2016 and 2015 , 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350, Intangibles-Goodwill and Other ("FASB ASC Topic 350"). In accordance with FASB ASC Topic 350, goodwill is not amortized, but rather tested for impairment at least annually, or earlier if an event occurs, or circumstances change, that indicate the fair value of a reporting unit may be below its carrying amount. The Company assesses the recoverability of the carrying value of goodwill during the fourth quarter of its fiscal year, based on October 31 financial information, or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. The Company's reporting units are the MONI and LiveWatch business segments and 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 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 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 Ascent Capital and peer companies while 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, 2017 , 2016 and 2015 , diluted EPS is computed the same as basic EPS because the Company recorded a loss from continuing operations, which would make potentially dilutive securities anti-dilutive. Diluted shares outstanding excluded 259,915 of stock options, unvested restricted shares and performance units for the year ended December 31, 2017 because their inclusion would have been anti-dilutive. Diluted shares outstanding excluded 480,356 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. Year Ended December 31, 2017 2016 2015 Weighted average Series A and Series B shares 12,195,530 12,256,895 12,947,215 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 allowance for doubtful accounts. These estimates are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts them when facts and circumstances change. As the effects of future events cannot be determined with any certainty, actual results could differ from the estimates upon which the carrying values were based. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09" or “Topic 606”), which amends and supersedes FASB ASC Topic 605, Revenue Recognition ("Topic 605"). 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 offers its customers professional alarm monitoring services, as well as interactive and home automation services, through equipment at the customer’s site that communicates with the Company’s central monitoring station and interfaces with other equipment at the site and third party technology companies for interactive and home automation services. These services are typically provided under alarm monitoring agreements (“AMAs”) between the Company and the customer. The equipment at the site is either obtained independently from the Company’s network of third party Authorized Dealers or directly from the Company, via its direct-to-consumer sales channel. The Company also offers equipment sales and installation and, to its existing subscribers, maintenance services on existing alarm equipment. Due to the complexity of certain AMAs, the actual revenue recognition treatment required under Topic 606 will depend on contract-specific terms and may vary in some instances. Under Topic 605, revenue provided under the AMA was recognized as the services were provided, based on the recurring monthly revenue amount billed for each month under contract. Equipment and installation services revenue generally was recognized as billed and incurred. Under Topic 606, the Company has preliminarily concluded that certain equipment and installation services sold or provided to its customers at AMA inception are capable of being distinct and are distinct within the context of the contract. As such, when the Company initiates an AMA with a customer directly and provides equipment and installation services, each component is considered a performance obligation that must have revenue allocated to it. The allocation is based on the stand alone selling prices (“SSP”) of each performance obligation as a percentage of the total SSP of all performance obligations multiplied by the total consideration, or cash, expected to be received over the contract term. These AMAs may relate to new customers originated by the Company through its direct-to-consumer channel or existing customers who agree to new contract terms through customer service offerings. For AMAs with multiple performance obligations, management notes that a certain amount of the revenue billed on a recurring monthly basis will be recognized earlier than is being recognized today under Topic 605, as a portion of that revenue will be allocated to the equipment sale and installation, which is satisfied upon delivery of the product and performance of the installation services at AMA inception. Revenue on AMAs originated through the Authorized Dealer program will not be impacted by Topic 606 in their initial term, as the customer contracts for the equipment sale and installation separately with the Authorized Dealer. Revenue on these customers will be recognized as the service is provided based on the recurring monthly revenue amount billed for each month of the AMA. Maintenance service revenue for repair of existing alarm equipment at the subscribers' premises will continue to be billed and recognized based on their SSP at the time the Company performs the services. Topic 606 also requires the deferral of incremental costs of obtaining a contract with a customer. Certain direct and incremental costs are being capitalized today, including on new AMAs obtained in connection with a subscriber move (“Moves Costs”). See the Subscriber Accounts section in note 2, Summary of Significant Accounting Policies , for further information. Under Topic 606, Moves Costs will now be expensed as incurred to accompany the allocated revenue recognized upon product and installation performance obligations recognized at the AMA inception. Moves Costs capitalized were $15,075,000 , $15,021,000 and $13,086,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The Company does not anticipate any other significant changes in contract costs that are capitalized or the period over which they are expensed. More judgment and estimates will be required under Topic 606 than are required under Topic 605, including estimating the SSP for each performance obligation identified within the Company’s contracts. The Company is currently finalizing analyses to determine the SSP for each of the performance obligations that have been identified. The Company currently expects to calculate its SSPs based on its current pricing practices as well as third party prices observed from its competitors. The Company currently plans to adopt Topic 606 using the modified retrospective approach. Under the modified retrospective transition method, the Company will evaluate active AMAs on the adoption date as if each AMA had been accounted for under Topic 606 from its inception. Some revenue related to AMAs originated through our direct-to-consumer channel or through extensions that would have been recognized in future periods under Topic 605 will be recast under Topic 606 as if revenue had been accelerated and recognized in prior periods, as it will be allocated to product and installation performance obligations. A contract asset will be recorded as of the adoption date for any cash that has yet to be collected on the accelerated revenue. As this transition method requires that the Company not adjust historical reported revenue amounts, the accelerated revenue that would have been recognized under this method prior to the adoption date will be an adjustment to opening retained earnings and, thus, will not be recognized as revenue in future periods as previously required under Topic 605. We expect the cumulative adjustment to be in the range of a $25,000,000 to $35,000,000 reduction to opening retained earnings, which will primarily relate to the write off of the Moves Cost asset account, net of accumulated amortization, offset by the establishment of contract assets related to the accelerated revenue associated with the product and installation performance obligations. 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, ASU 2016-02 requires a finance lease to be recognized as 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 when to adopt the standard. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"). ASU 2017-09 requires modification accounting in Topic 718 to be applied to a change to the terms or conditions of a share-based payment award unless the fair value, vesting conditions and classification of the modified award are the same immediately before and after the modification of the award. ASU 2017-09 is effective for annual and interim periods beginning after December 15, 2017, and requires a prospective approach. Early adoption is permitted. The Company plans to adopt the standard when it becomes effective. The adoption is not expected to have a material impact on the Company's financial position, results of operations and cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12") to amend the hedge accounting rules to align risk management activities and financial reporting by simplifying the application of hedge accounting guidance. The guidance expands the ability to hedge nonfinancial and financial risk components and eliminates the requirement to separately measure and report hedge ineffectiveness. Additionally, certain hedge effectiveness assessment requirements may be accomplished qualitatively instead of quantitatively. ASU 2017-12 is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact that ASU 2017-12 will have on its financial position, results of operations and cash flows. |
Investments in Marketable Secur
Investments in Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Cost Basis (b) Unrealized Gains Unrealized Losses Total Equity securities $ 3,432 2,039 — 5,471 Mutual funds (a) 98,628 1,859 — 100,487 Ending balance $ 102,060 3,898 — 105,958 As of December 31, 2016 Cost Basis (b) Unrealized Gains Unrealized Losses Total 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 (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, 2017, the Company recognized a non-cash charge for an other-than-temporary impairment of $220,000 on its equity securities. 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 ended December 31, 2015 , the Company recognized non-cash charges for an other-than-temporary impairment of $6,389,000 on its mutual funds. The mutual fund impairments were attributable to a low interest rate environment and widening credit spreads. The equity security impairments were primarily attributable to foreign exchange losses based on weakening of the trading currency of the underlying investment. 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, 2017 2016 2015 Gross realized gains $ 6 1,105 1,256 Gross realized losses $ 5 236 955 Total Proceeds $ 1,108 15,184 57,291 |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Assets Held for Sale | Assets Held for Sale During the year ended December 31, 2017 , the Company completed the sale of assets held for sale with a net book value of $11,395,000 for a gain of approximately $21,217,000 . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Property and equipment, net: Leasehold improvements $ 1,597 $ 1,410 Machinery and equipment 69,141 55,992 70,738 57,402 Accumulated depreciation (37,915 ) (29,071 ) $ 32,823 $ 28,331 Depreciation expense for property and equipment was $8,844,000 , $8,435,000 and $10,444,000 for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table provides the activity and balances of goodwill by reporting unit (amounts in thousands): MONI LiveWatch Total Balance at December 31, 2015 $ 527,502 36,047 $ 563,549 Period activity — — — Balance at December 31, 2016 527,502 36,047 563,549 Period activity — — — Balance at December 31, 2017 $ 527,502 36,047 $ 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 earlier if an event occurs, or circumstances change, that indicate the fair value of a reporting unit may be below its carrying amount. In connection with the Company's annual goodwill impairment assessment, in which the Company performed a quantitative test in the fourth quarter of its fiscal year, based on 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, 2017 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued liabilities consisted of the following (amounts in thousands): December 31, 2017 December 31, 2016 Interest payable $ 15,927 $ 15,675 Income taxes payable 2,950 2,989 Legal settlement reserve 23,000 (a) — LiveWatch acquisition retention bonus — 4,990 Other 10,452 11,316 Total Other accrued liabilities $ 52,329 $ 34,970 (a) See note 16, Commitments, Contingencies and Other Liabilities , for further information. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (amounts in thousands): December 31, 2017 December 31, 2016 Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 8.5% $ 82,614 $ 78,279 MONI 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.5% 580,159 578,254 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% 1,059,598 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 6.4% 66,673 42,570 1,789,044 1,765,233 Less current portion of long-term debt (11,000 ) (11,000 ) Long-term debt $ 1,778,044 $ 1,754,233 Convertible Senior Notes The convertible senior notes total $96,775,000 in aggregate principal amount, mature on July 15, 2020 and bear interest at 4.00% per annum (the "Convertible Notes"). Interest on the Convertible Notes is payable semi-annually on January 15 and July 15 of each year. The Convertible Notes are convertible, under certain circumstances, into cash, shares of Ascent Capital's Series A common stock, par value $0.01 per share (the "Series A Common Stock"), or any combination thereof at Ascent Capital’s election. 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 Capital’s election. In addition, Noteholders have the right to submit Convertible Notes for conversion, subject to the satisfaction of certain conditions, in the event of certain corporate transactions. In the event of a fundamental change (as such term is defined in the indenture governing the Convertible Notes) at any time prior to the maturity date, each Noteholder shall have the right, at such Noteholder’s option, to require Ascent Capital to repurchase for cash any or all of such Noteholder’s Convertible Notes on the repurchase date specified by Ascent Capital at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, including unpaid additional interest, if any, unless the repurchase date occurs after an interest record date and on or prior to the related interest payment date, as specified in the indenture. The Convertible Notes are within the scope of FASB ASC Subtopic 470-20, Debt with Conversion and Other Options , and as such are required to be separated into a liability and equity component. The carrying amount of the liability component is calculated by measuring the fair value of a similar liability (including any embedded features other than the conversion option) that does not have an associated conversion option. The carrying amount of the equity component is determined by deducting the fair value of the liability component from the initial proceeds ascribed to the Convertible Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, treated as a debt discount, is amortized to interest cost over the expected life of a similar liability that does not have an associated conversion option using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification as prescribed in FASB ASC Subtopic 815-40, Contracts in an Entity's Own Equity . 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 (13,263 ) (17,324 ) Deferred debt costs (898 ) (1,172 ) Carrying value $ 82,614 $ 78,279 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 , $3,871,000 and $4,125,000 on the Convertible Notes for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company amortized $4,335,000 , $3,533,000 and $3,643,000 of the Convertible Notes debt discount into interest expense for the years ended December 31, 2017 , 2016 and 2015 , 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 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, 2017 , the Senior Notes had deferred financing costs and unamortized premium, net of accumulated amortization of $4,841,000 . Credit Facility On September 30, 2016, MONI entered into an amendment ("Amendment No. 6") with the lenders of its existing senior secured credit agreement dated March 23, 2012, and as amended and restated on April 9, 2015, February 17, 2015, August 16, 2013, March 25, 2013, and November 7, 2012 (the "Existing Credit Agreement"). Amendment No. 6 provided for, among other things, the issuance of a new $1,100,000,000 senior secured term loan at a 1.5% discount and a new $295,000,000 super priority revolver (the Existing Credit Agreement together with Amendment No. 6, the "Credit Facility"). MONI used the net proceeds from the new term loan to retire $403,784,000 of its existing term loan due in March 2018 and $543,125,000 of its existing term loan due in April 2022. Additionally, the Company retired its existing $315,000,000 revolving credit facility in the amount of $138,900,000 . 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, 2017 , the Credit Facility term loan has a principal amount of $1,086,250,000 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 $68,500,000 as of December 31, 2017 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, 2017 , $226,500,000 is available for borrowing under the Credit Facility revolver. The maturity date for both the term loan and the revolving credit facility under the Credit Facility are subject to a springing maturity 181 days prior to the scheduled maturity date of the Senior Notes, or October 3, 2019 (the "Springing Maturity") if MONI is unable to refinance the Senior Notes by that date. In addition, 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. Also, failure to comply with restrictions contained in the Senior Notes could lead to an event of default under the Credit Facility. The Credit Facility is secured by a pledge of all of the outstanding stock of MONI and all of its existing subsidiaries and is guaranteed by all of MONI's existing domestic subsidiaries. Ascent Capital has not guaranteed any of MONI's obligations under the Credit Facility. As of December 31, 2017 , MONI has deferred financing costs and unamortized discounts, net of accumulated amortization, of $28,479,000 related to the Credit Facility. In order to reduce the financial risk related to changes in interest rates associated with the floating rate term loans under the Credit Facility term loan, MONI has entered into interest rate swap agreements with terms similar to the Credit Facility term loan (all outstanding interest rate swap agreements are collectively referred to as the "Swaps"). The Swaps have been designated as effective hedges of the Company's variable rate debt and qualify for hedge accounting. As a result of these interest rate swaps, MONI's current effective weighted average interest rate on the borrowings under the Credit Facility term loan is 7.18% . See note 10, 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, 2017 , the Company was in compliance with all required covenants under these financing arrangements. As of December 31, 2017 , principal payments scheduled to be made on the Company's debt obligations, assuming no Springing Maturity of the Credit Facility, are as follows (amounts in thousands): 2018 $ 11,000 2019 11,000 2020 692,775 2021 79,500 2022 1,042,250 Thereafter — Total principal payments 1,836,525 Less: Unamortized discounts, premium and deferred debt costs, net 47,481 Total debt on consolidated balance sheet $ 1,789,044 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Interest Rate Risk MONI utilizes Swaps to reduce the interest rate risk inherent in MONI's variable rate Credit Facility term loan. 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 11, Fair Value Measurements , for additional information about the credit valuation adjustments. At December 31, 2017 , derivative financial instruments included two Swaps with an aggregate fair value of $7,058,000 that constituted an asset of the Company and six Swaps with an aggregate fair value of $13,817,000 that constituted a liability to the Company. At December 31, 2016 , derivative financial instruments included one Swap with a fair value of $8,521,000 that constituted an asset of the Company and seven Swaps with an aggregate fair value of $16,948,000 that constituted a liability to the Company. Swap asset values are included in Prepaid and other current assets or non-current Other assets, net and Swap liability values are included in current Other accrued liabilities or non-current Derivative financial instruments on the consolidated balance sheets depending on the maturity date of the swap. As of December 31, 2017 and 2016 , 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 $4,672,000 . As of December 31, 2017 , the Swaps' outstanding notional balances, effective dates, maturity dates and interest rates paid and received are noted below: Notional Effective Date Maturity Date Fixed Rate Paid Variable Rate Received $ 518,375,000 March 28, 2013 March 23, 2018 1.884% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 137,387,500 March 28, 2013 March 23, 2018 1.384% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 107,412,060 September 30, 2013 March 23, 2018 1.959% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 107,412,060 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," 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 income (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, 2017 2016 2015 Effective portion of loss recognized in Accumulated other comprehensive income (loss) $ (3,842 ) (2,673 ) (16,041 ) Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss (a) $ (5,424 ) (7,262 ) (7,300 ) Ineffective portion of amount of gain (loss) recognized into Net loss on interest rate swaps (a) $ 88 423 (119 ) (a) Amounts are included in Interest expense in the consolidated statements of operations and comprehensive income (loss). Foreign Exchange Risk Ascent Capital entered into a foreign currency forward exchange contract to hedge British Pound exposure associated with the sale of a property in the United Kingdom. This foreign currency forward exchange contract matured on June 30, 2017. The notional amount of the foreign exchange contract was £13,500,000 . For the year ended December 31, 2017, Ascent Capital recognized a loss on the settlement of this instrument of approximately $1,150,000 . The loss on this instrument is recognized in Selling, general and administrative, including stock-based compensation expense on the consolidated statements of operations and comprehensive income (loss). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and December 31, 2016 (amounts in thousands): Level 1 Level 2 Level 3 Total December 31, 2017 Investments in marketable securities (a) $ 105,958 — — 105,958 Interest rate swap agreements - assets (b) — 7,058 — 7,058 Interest rate swap agreements - liabilities (b) — (13,817 ) — (13,817 ) Total $ 105,958 (6,759 ) — 99,199 December 31, 2016 Investments in marketable securities (a) $ 77,825 — — 77,825 Interest rate swap agreement - asset (b) — 8,521 — 8,521 Interest rate swap agreements - liabilities (b) — (16,948 ) — (16,948 ) Total $ 77,825 (8,427 ) — 69,398 (a) Level 1 investments primarily consist of diversified corporate bond funds. (b) Swap asset values are included in Prepaid and other current assets or non-current Other assets, net and Swap liability values are included in current Other accrued liabilities or non-current Derivative financial instruments on the consolidated balance sheets depending on the maturity date of the swap. The Company has determined that the significant inputs used to value the Swaps fall within Level 2 of the fair value hierarchy. As a result, the Company has determined that its derivative valuations are classified in Level 2 of the fair value hierarchy. There were no transfers between Level 2 and Level 3 during the years ended December 31, 2017 , 2016 and 2015 . Carrying values and fair values of financial instruments that are not carried at fair value are as follows (amounts in thousands): December 31, 2017 December 31, 2016 Long term debt, including current portion: Carrying value $ 1,789,044 1,765,233 Fair value (a) 1,709,342 1,770,694 (a) The fair value is based on market quotations from third party financial institutions and is classified as Level 2 in the hierarchy. Ascent Capital’s other financial instruments, including cash and cash equivalents, accounts receivable and accounts payable are carried at cost, which approximates their fair value because of their short-term maturity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Components of Loss from continuing operations before taxes by jurisdiction are as follows (amounts in thousands): Year Ended December 31, 2017 2016 2015 Domestic $ (122,842 ) (84,202 ) (80,021 ) Foreign 14,783 209 290 Loss from continuing operations before taxes $ (108,059 ) (83,993 ) (79,731 ) The Company's Income tax expense (benefit) from continuing operations is as follows (amounts in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (426 ) — — State 2,669 3,008 2,305 Foreign 1,823 42 62 4,066 3,050 2,367 Deferred: Federal (4,593 ) 4,000 3,894 State 501 206 266 Foreign (382 ) (5 ) (22 ) (4,474 ) 4,201 4,138 Total Income tax expense (benefit) from continuing operations $ (408 ) 7,251 6,505 Total Income tax expense (benefit) 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, 2017 2016 2015 Computed expected tax benefit $ (37,821 ) (29,398 ) (27,906 ) Change in valuation allowance affecting income tax expense 31,811 30,859 27,890 US tax effect of foreign earnings and dividends 5,110 44 113 Other foreign tax rate differentials 1,434 31 43 Expense (income) not resulting in tax impact 2,013 (381 ) 803 Tax amortization of indefinite-lived assets 4,001 4,000 3,890 2017 Federal tax reform enactment (9,020 ) — — State and local income taxes, net of federal benefit 2,059 2,091 1,671 Other, net 5 5 1 Total Income tax expense (benefit) from continuing operations $ (408 ) 7,251 6,505 Components of deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows (amounts in thousands): As of December 31, 2017 2016 Accounts receivable reserves $ 1,357 1,165 Accrued liabilities 10,751 10,696 Net operating loss carryforwards 172,138 236,062 Derivative financial instruments 1,705 3,296 Other deferred tax assets 6,929 10,044 Valuation allowance (104,006 ) (126,164 ) Total deferred tax assets 88,874 135,099 Intangible assets (95,007 ) (141,664 ) Convertible notes (3,067 ) (6,376 ) Property, plant and equipment (2,006 ) (2,934 ) Other deferred tax liabilities (2,105 ) (1,894 ) Total deferred tax liabilities (102,185 ) (152,868 ) Net deferred tax liabilities $ (13,311 ) (17,769 ) On December 22, 2017, new tax reform legislation that significantly reforms the Internal Revenue Code of 1986, as amended, was enacted (the "2017 Tax Act"). The 2017 Tax Act includes numerous changes to existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. The rate reduction is effective for the Company as of January 1, 2018. This rate reduction, along with the repeal of the corporate Alternative Minimum Tax ("AMT") resulted in a reduction of our deferred tax liabilities and a corresponding deferred and current tax benefit. The 2017 Tax Act is comprehensive containing several other provisions, some of which will not materially impact the Company. Other provisions, such as the limitation of deductions for interest expense and limitations on the usage of net operating loss carryforwards ("NOLs") generated in future years, could have significant impact to the Company’s future tax position and cash taxes. The provisions of the 2017 Tax Act related to foreign earnings are not expected to impact the Company. These estimates are based on the Company's initial analysis of the 2017 Tax Act and may be adjusted in future periods as required. The 2017 Tax Act has significant complexity and future implementation guidance from the Internal Revenue Service, clarifications of state tax law or the completion of the Company’s 2017 tax return filings could all impact these estimates. The Company does not believe potential adjustments in future periods would materially impact the Company's financial condition or results of operations. For the year ended December 31, 2017 , the valuation allowance decreased by $22,158,000 . The change in the valuation allowance is primarily attributable to the impact of the 2017 Tax Act corporate income tax rate change from 35% to 21% and changes in estimated blended state tax rates, which net decreased the valuation allowance by $64,679,000 . This decrease was offset by $31,811,000 related to federal income tax expense and an increase of $10,710,000 related to change in state tax deferred items and other adjustments. At December 31, 2017 , the Company has $752,516,000 , $115,041,000 and $150,453,000 in NOLs 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 and $426,000 of AMT credit which will be refunded in years 2018 through 2021 as a result of the 2017 Tax Act. The Company also has $883,000 of state credits that will expire through year 2026. As of December 31, 2017 , the 2014 to 2017 tax years remain open to examination by the IRS and the 2013 to 2017 tax years remain open to examination by certain state tax authorities. The Company’s foreign tax returns subsequent to 2013 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, 2017 2016 2015 As of the beginning of the year $ 3,956 2,907 191 Increases for tax positions of current years 1,033 1,049 1,104 Increases (reductions) for tax positions of prior years (4 ) — 1,612 As of the end of the year $ 4,985 3,956 2,907 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, 2017 , accrued interest and penalties related to uncertain tax positions were approximately $86,000 . 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, 2017 | |
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 was amended and restated effective May 24, 2017 to increase the number of shares authorized for issuance under the 2015 incentive plan by 300,000 shares, extend the expiration date until May 24, 2027 and require the underlying award to vest prior to the payment of dividends or dividend equivalents. 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, as amended and restated, was determined based on the number of shares that remained available under the 2008 plans, resulting in an aggregate of 899,862 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 2017 , 2016 and 2015 . 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, 2017 1,181,532 $ 40.84 Granted — $ — Exercised — $ — Forfeited — $ — Expired (138,000 ) $ 48.00 Outstanding at December 31, 2017 1,043,532 $ 39.89 Exercisable at December 31, 2017 1,043,532 $ 39.89 There was no intrinsic value for both outstanding stock option awards and exercisable stock option awards at December 31, 2017 . The weighted average remaining contractual life of both outstanding and exercisable awards at December 31, 2017 was 1.2 years. As of December 31, 2017 , there was no compensation cost related to unvested stock option awards to 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 transferred 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, 2017 234,363 $ 36.65 Granted 55,185 $ 11.51 Vested (173,997 ) $ 38.25 Canceled (10,391 ) $ 18.86 Outstanding at December 31, 2017 105,160 $ 22.57 There were no outstanding Series B restricted stock awards as of December 31, 2017 . The following table presents the number and WAFV of unvested restricted stock units: Series A WAFV Outstanding at January 1, 2017 245,993 $ 25.93 Granted 108,694 $ 13.80 Vested (50,957 ) $ 27.20 Canceled (31,690 ) $ 14.20 Outstanding at December 31, 2017 272,040 $ 22.21 As of December 31, 2017 , the total compensation cost related to unvested restricted stock and stock unit awards was approximately $4,017,000 . Such amount will be recognized in the consolidated statements of operations over a period of approximately 2.8 years. Cash Incentive Plan In 2017, MONI made awards to certain employees under its new 2017 Cash Incentive Plan (the “2017 Plan”). The 2017 Plan provides the terms and conditions for the grant of, and payment with respect to, phantom units granted to certain officers and other key personnel of MONI. The value of a single phantom unit (“phantom unit value”) is tied to the value of Ascent Capital Series A Common Stock. The 2017 Plan is administered by a committee whose members are designated by the Compensation Committee of our Board of Directors. Grants are determined by the committee, with the first grant occurring on January 1, 2017. There were 45,812 phantom units granted as of December 31, 2017 . The phantom units vest annually over a three year period beginning on the grant date and are payable in cash at each vesting date. MONI records a liability and a charge to expense based on the phantom unit value and percent vested at each reporting period. As of December 31, 2017 , $202,000 was accrued for the estimated vested value of the phantom awards. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 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, 2017 , 11,999,630 shares of Series A Common Stock were issued and outstanding and 381,528 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, 2017 , 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"). There were no stock repurchases pursuant to the Share Repurchase Authorizations during 2017 . 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. 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, 2017 : Series A Common Stock Series B Common Stock 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 Conversion from Series B to Series A shares 331 (331 ) Issuance of stock awards 106,142 — Restricted stock canceled for forfeitures and tax withholding (75,995 ) — Balance at December 31, 2017 11,999,630 381,528 As of December 31, 2017 , there were 1,315,572 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, 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 ) Gain (loss) through Accumulated other comprehensive loss 782 2,609 (3,842 ) (451 ) Reclassifications of loss (gains) into net income — 219 5,424 5,643 Balance at December 31, 2017 $ (758 ) 3,900 (7,375 ) (4,233 ) (a) No income taxes were recorded on foreign currency translation amounts for 2017 , 2016 and 2015 because the Company is subject to a full valuation allowance. (b) No income taxes were recorded on the December 31, 2017 , 2016 and 2015 unrealized holding gains because the Company is subject to a full valuation allowance. Amounts reclassified into Net loss are included in Other income, net on the consolidated statement of operations. See note 4, Investments in Marketable Securities , for further information. (c) No income taxes were recorded on the unrealized loss on derivative instrument amounts for 2017 , 2016 and 2015 because the Company is subject to a full valuation allowance. Amounts reclassified into Net loss are included in Interest expense on the consolidated statement of operations. See note 10, Derivatives , for further information. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [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, 2017 , 2016 and 2015 was $183,000 , $111,000 and $132,000 , respectively. |
Commitments, Contingencies and
Commitments, Contingencies and Other Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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 and equipment, having initial or remaining noncancelable terms in excess of one year are as follows (in thousands): Year Ended December 31: 2018 $ 4,066 2019 3,892 2020 2,888 2021 2,814 2022 2,841 Thereafter 22,625 Minimum lease commitments $ 39,126 Rent expense for noncancelable operating leases for real property and equipment was $3,899,000 , $3,862,000 and $4,540,000 for the years ended December 31, 2017 , 2016 and 2015 , 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 Discovery Holding Company ("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 MONI was named as a defendant in multiple putative class actions consolidated in U.S. District Court (Northern District of West Virginia) on behalf of purported class(es) or persons who claim to have received telemarketing calls in violation of various state and federal laws. The actions were brought by plaintiffs seeking monetary damages on behalf of all plaintiffs who received telemarketing calls made by a Monitronics Authorized Dealer, or any Authorized Dealer's lead generator or sub- dealer. In the second quarter of 2017, MONI and the plaintiffs agreed to settle this litigation for $28,000,000 ("the Settlement Amount"). MONI is actively seeking to recover the Settlement Amount under its insurance policies. The settlement agreement remains subject to court approval and the court's entry of a final order dismissing the actions. In the third quarter of 2017, MONI paid $5,000,000 of the Settlement Amount pursuant to the settlement agreement with the plaintiffs. In addition to the above, the Company is also 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 are 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, 2017 | |
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 information is 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 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 primarily outsources the sales, installation and most of its field service functions to its dealers. 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, and eliminations. 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. 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, 2017 Net revenue $ 524,810 28,645 — 553,455 Depreciation and amortization $ 240,955 4,651 26 245,632 Net loss from continuing operations before income taxes $ (92,787 ) (20,401 ) 5,129 (108,059 ) 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, 2017 Subscriber accounts, net of amortization $ 1,280,813 21,215 — 1,302,028 Goodwill $ 527,502 36,047 — 563,549 Total assets $ 1,996,240 63,233 (4,488 ) 2,054,985 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 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter (Amounts in thousands, except per share amounts) 2017: Net revenue $ 141,200 140,498 138,211 133,546 Operating income (loss) $ 19,718 (1,485 ) 10,571 12,706 Net loss $ (18,853 ) (43,526 ) (29,160 ) (16,020 ) Basic and diluted net loss per common share $ (1.55 ) (3.58 ) (2.39 ) (1.30 ) 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 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 26, 2018, MONI entered into an exclusive, long-term, trademark licensing agreement with The Brink’s Company ("Brink's"), which will result in a complete rebranding of MONI and LiveWatch as BRINKS Home Security. Under the terms of the agreement, MONI will have exclusive use of the BRINKS and BRINKS Home Security trademarks related to the residential smart home and home security categories in the U.S. and Canada. MONI will pay Brink’s customary licensing fees and minimum and growth-based royalties that will increase overtime as the BRINKS Home Security brand is reintroduced. MONI expects to pay first-year royalties of approximately $5,000,000 . The agreement provides for an initial term of seven years and, subject to certain conditions, allows for subsequent renewal periods whereby MONI can extend the agreement beyond 20 years. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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. |
Trade Receivables | Trade Receivables Trade receivables consist primarily of amounts due from subscribers 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. |
Inventories | Inventories Inventories consist of security system components and parts and are stated at the lower of cost (using the weighted average costing method) or net realizable value. |
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: 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 6, 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 $226,697,000 , $236,673,000 and $238,800,000 for the fiscal years ended December 31, 2017 , 2016 and 2015 , respectively. Based on subscriber accounts held at December 31, 2017 , estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): 2018 $ 201,427 2019 $ 170,250 2020 $ 149,189 2021 $ 132,662 2022 $ 121,209 The Company has processes and controls in place, including the review of key performance indicators, to assist management in identifying events or circumstances that indicate the Subscriber Accounts Asset may not be recoverable. If an indicator that the asset may not be recoverable exists, management tests the Subscriber Accounts Asset for impairment. For purposes of recognition and measurement of an impairment loss, the Company views subscriber accounts as a single pool, for each of MONI and LiveWatch, 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. If such assets are considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the assets exceeds the estimated fair value, as determined using the income approach. |
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 , $9,830,000 and $19,501,000 for the fiscal years ended December 31, 2017 , 2016 and 2015 , 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350, Intangibles-Goodwill and Other ("FASB ASC Topic 350"). In accordance with FASB ASC Topic 350, goodwill is not amortized, but rather tested for impairment at least annually, or earlier if an event occurs, or circumstances change, that indicate the fair value of a reporting unit may be below its carrying amount. The Company assesses the recoverability of the carrying value of goodwill during the fourth quarter of its fiscal year, based on October 31 financial information, or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. The Company's reporting units are the MONI and LiveWatch business segments and 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 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 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 Ascent Capital and peer companies while 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 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 | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09" or “Topic 606”), which amends and supersedes FASB ASC Topic 605, Revenue Recognition ("Topic 605"). 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 offers its customers professional alarm monitoring services, as well as interactive and home automation services, through equipment at the customer’s site that communicates with the Company’s central monitoring station and interfaces with other equipment at the site and third party technology companies for interactive and home automation services. These services are typically provided under alarm monitoring agreements (“AMAs”) between the Company and the customer. The equipment at the site is either obtained independently from the Company’s network of third party Authorized Dealers or directly from the Company, via its direct-to-consumer sales channel. The Company also offers equipment sales and installation and, to its existing subscribers, maintenance services on existing alarm equipment. Due to the complexity of certain AMAs, the actual revenue recognition treatment required under Topic 606 will depend on contract-specific terms and may vary in some instances. Under Topic 605, revenue provided under the AMA was recognized as the services were provided, based on the recurring monthly revenue amount billed for each month under contract. Equipment and installation services revenue generally was recognized as billed and incurred. Under Topic 606, the Company has preliminarily concluded that certain equipment and installation services sold or provided to its customers at AMA inception are capable of being distinct and are distinct within the context of the contract. As such, when the Company initiates an AMA with a customer directly and provides equipment and installation services, each component is considered a performance obligation that must have revenue allocated to it. The allocation is based on the stand alone selling prices (“SSP”) of each performance obligation as a percentage of the total SSP of all performance obligations multiplied by the total consideration, or cash, expected to be received over the contract term. These AMAs may relate to new customers originated by the Company through its direct-to-consumer channel or existing customers who agree to new contract terms through customer service offerings. For AMAs with multiple performance obligations, management notes that a certain amount of the revenue billed on a recurring monthly basis will be recognized earlier than is being recognized today under Topic 605, as a portion of that revenue will be allocated to the equipment sale and installation, which is satisfied upon delivery of the product and performance of the installation services at AMA inception. Revenue on AMAs originated through the Authorized Dealer program will not be impacted by Topic 606 in their initial term, as the customer contracts for the equipment sale and installation separately with the Authorized Dealer. Revenue on these customers will be recognized as the service is provided based on the recurring monthly revenue amount billed for each month of the AMA. Maintenance service revenue for repair of existing alarm equipment at the subscribers' premises will continue to be billed and recognized based on their SSP at the time the Company performs the services. Topic 606 also requires the deferral of incremental costs of obtaining a contract with a customer. Certain direct and incremental costs are being capitalized today, including on new AMAs obtained in connection with a subscriber move (“Moves Costs”). See the Subscriber Accounts section in note 2, Summary of Significant Accounting Policies , for further information. Under Topic 606, Moves Costs will now be expensed as incurred to accompany the allocated revenue recognized upon product and installation performance obligations recognized at the AMA inception. Moves Costs capitalized were $15,075,000 , $15,021,000 and $13,086,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The Company does not anticipate any other significant changes in contract costs that are capitalized or the period over which they are expensed. More judgment and estimates will be required under Topic 606 than are required under Topic 605, including estimating the SSP for each performance obligation identified within the Company’s contracts. The Company is currently finalizing analyses to determine the SSP for each of the performance obligations that have been identified. The Company currently expects to calculate its SSPs based on its current pricing practices as well as third party prices observed from its competitors. The Company currently plans to adopt Topic 606 using the modified retrospective approach. Under the modified retrospective transition method, the Company will evaluate active AMAs on the adoption date as if each AMA had been accounted for under Topic 606 from its inception. Some revenue related to AMAs originated through our direct-to-consumer channel or through extensions that would have been recognized in future periods under Topic 605 will be recast under Topic 606 as if revenue had been accelerated and recognized in prior periods, as it will be allocated to product and installation performance obligations. A contract asset will be recorded as of the adoption date for any cash that has yet to be collected on the accelerated revenue. As this transition method requires that the Company not adjust historical reported revenue amounts, the accelerated revenue that would have been recognized under this method prior to the adoption date will be an adjustment to opening retained earnings and, thus, will not be recognized as revenue in future periods as previously required under Topic 605. We expect the cumulative adjustment to be in the range of a $25,000,000 to $35,000,000 reduction to opening retained earnings, which will primarily relate to the write off of the Moves Cost asset account, net of accumulated amortization, offset by the establishment of contract assets related to the accelerated revenue associated with the product and installation performance obligations. 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, ASU 2016-02 requires a finance lease to be recognized as 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 when to adopt the standard. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"). ASU 2017-09 requires modification accounting in Topic 718 to be applied to a change to the terms or conditions of a share-based payment award unless the fair value, vesting conditions and classification of the modified award are the same immediately before and after the modification of the award. ASU 2017-09 is effective for annual and interim periods beginning after December 15, 2017, and requires a prospective approach. Early adoption is permitted. The Company plans to adopt the standard when it becomes effective. The adoption is not expected to have a material impact on the Company's financial position, results of operations and cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12") to amend the hedge accounting rules to align risk management activities and financial reporting by simplifying the application of hedge accounting guidance. The guidance expands the ability to hedge nonfinancial and financial risk components and eliminates the requirement to separately measure and report hedge ineffectiveness. Additionally, certain hedge effectiveness assessment requirements may be accomplished qualitatively instead of quantitatively. ASU 2017-12 is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact that ASU 2017-12 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, 2017 | |
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 2017 $ 3,043 11,014 (9,895 ) 4,162 2016 $ 2,762 10,785 (10,504 ) 3,043 2015 $ 2,120 9,735 (9,093 ) 2,762 |
Schedule of Useful Lives Property and Equipment | Estimated useful lives by class of asset are as follows: 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 6, Property and Equipment ) 3 - 5 years Property and equipment consist of the following (amounts in thousands): As of December 31, 2017 2016 Property and equipment, net: Leasehold improvements $ 1,597 $ 1,410 Machinery and equipment 69,141 55,992 70,738 57,402 Accumulated depreciation (37,915 ) (29,071 ) $ 32,823 $ 28,331 |
Schedule of Estimated Amortization Subscriber Accounts | Based on subscriber accounts held at December 31, 2017 , estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (amounts in thousands): 2018 $ 201,427 2019 $ 170,250 2020 $ 149,189 2021 $ 132,662 2022 $ 121,209 |
Schedule of Weighted Average Number of Shares | Year Ended December 31, 2017 2016 2015 Weighted average Series A and Series B shares 12,195,530 12,256,895 12,947,215 |
Investments in Marketable Sec29
Investments in Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Cost Basis (b) Unrealized Gains Unrealized Losses Total Equity securities $ 3,432 2,039 — 5,471 Mutual funds (a) 98,628 1,859 — 100,487 Ending balance $ 102,060 3,898 — 105,958 As of December 31, 2016 Cost Basis (b) Unrealized Gains Unrealized Losses Total 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 (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, 2017, the Company recognized a non-cash charge for an other-than-temporary impairment of $220,000 on its equity securities. 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 ended December 31, 2015 , the Company recognized non-cash charges for an other-than-temporary impairment of $6,389,000 on its mutual funds. The mutual fund impairments were attributable to a low interest rate environment and widening credit spreads. The equity security impairments were primarily attributable to foreign exchange losses based on weakening of the trading currency of the underlying investment. 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, 2017 2016 2015 Gross realized gains $ 6 1,105 1,256 Gross realized losses $ 5 236 955 Total Proceeds $ 1,108 15,184 57,291 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Estimated useful lives by class of asset are as follows: 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 6, Property and Equipment ) 3 - 5 years Property and equipment consist of the following (amounts in thousands): As of December 31, 2017 2016 Property and equipment, net: Leasehold improvements $ 1,597 $ 1,410 Machinery and equipment 69,141 55,992 70,738 57,402 Accumulated depreciation (37,915 ) (29,071 ) $ 32,823 $ 28,331 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides the activity and balances of goodwill by reporting unit (amounts in thousands): MONI LiveWatch Total Balance at December 31, 2015 $ 527,502 36,047 $ 563,549 Period activity — — — Balance at December 31, 2016 527,502 36,047 563,549 Period activity — — — Balance at December 31, 2017 $ 527,502 36,047 $ 563,549 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following (amounts in thousands): December 31, 2017 December 31, 2016 Interest payable $ 15,927 $ 15,675 Income taxes payable 2,950 2,989 Legal settlement reserve 23,000 (a) — LiveWatch acquisition retention bonus — 4,990 Other 10,452 11,316 Total Other accrued liabilities $ 52,329 $ 34,970 (a) See note 16, Commitments, Contingencies and Other Liabilities , for further information. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following (amounts in thousands): December 31, 2017 December 31, 2016 Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 8.5% $ 82,614 $ 78,279 MONI 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.5% 580,159 578,254 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% 1,059,598 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 6.4% 66,673 42,570 1,789,044 1,765,233 Less current portion of long-term debt (11,000 ) (11,000 ) Long-term debt $ 1,778,044 $ 1,754,233 |
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 (13,263 ) (17,324 ) Deferred debt costs (898 ) (1,172 ) Carrying value $ 82,614 $ 78,279 |
Schedule of Components of Refinancing Expense | 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 |
Schedule of Maturities of Long-Term Debt Including Short-Term Borrowings | As of December 31, 2017 , principal payments scheduled to be made on the Company's debt obligations, assuming no Springing Maturity of the Credit Facility, are as follows (amounts in thousands): 2018 $ 11,000 2019 11,000 2020 692,775 2021 79,500 2022 1,042,250 Thereafter — Total principal payments 1,836,525 Less: Unamortized discounts, premium and deferred debt costs, net 47,481 Total debt on consolidated balance sheet $ 1,789,044 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Swaps' outstanding notional balance and terms | As of December 31, 2017 , the Swaps' outstanding notional balances, effective dates, maturity dates and interest rates paid and received are noted below: Notional Effective Date Maturity Date Fixed Rate Paid Variable Rate Received $ 518,375,000 March 28, 2013 March 23, 2018 1.884% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 137,387,500 March 28, 2013 March 23, 2018 1.384% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a) 107,412,060 September 30, 2013 March 23, 2018 1.959% 3 mo. USD-LIBOR-BBA, subject to a 1.00% floor 107,412,060 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," 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 income (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, 2017 2016 2015 Effective portion of loss recognized in Accumulated other comprehensive income (loss) $ (3,842 ) (2,673 ) (16,041 ) Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss (a) $ (5,424 ) (7,262 ) (7,300 ) Ineffective portion of amount of gain (loss) recognized into Net loss on interest rate swaps (a) $ 88 423 (119 ) (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, 2017 | |
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, 2017 and December 31, 2016 (amounts in thousands): Level 1 Level 2 Level 3 Total December 31, 2017 Investments in marketable securities (a) $ 105,958 — — 105,958 Interest rate swap agreements - assets (b) — 7,058 — 7,058 Interest rate swap agreements - liabilities (b) — (13,817 ) — (13,817 ) Total $ 105,958 (6,759 ) — 99,199 December 31, 2016 Investments in marketable securities (a) $ 77,825 — — 77,825 Interest rate swap agreement - asset (b) — 8,521 — 8,521 Interest rate swap agreements - liabilities (b) — (16,948 ) — (16,948 ) Total $ 77,825 (8,427 ) — 69,398 (a) Level 1 investments primarily consist of diversified corporate bond funds. (b) Swap asset values are included in Prepaid and other current assets or non-current Other assets, net and Swap liability values are included in current Other accrued liabilities or non-current Derivative financial instruments on the consolidated balance sheets depending on the maturity date of the swap. |
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, 2017 December 31, 2016 Long term debt, including current portion: Carrying value $ 1,789,044 1,765,233 Fair value (a) 1,709,342 1,770,694 (a) The fair value is based on market quotations 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, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Tax, Domestic and Foreign | Components of Loss from continuing operations before taxes by jurisdiction are as follows (amounts in thousands): Year Ended December 31, 2017 2016 2015 Domestic $ (122,842 ) (84,202 ) (80,021 ) Foreign 14,783 209 290 Loss from continuing operations before taxes $ (108,059 ) (83,993 ) (79,731 ) |
Schedule of Components of Income Tax Expense (Benefit) | The Company's Income tax expense (benefit) from continuing operations is as follows (amounts in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (426 ) — — State 2,669 3,008 2,305 Foreign 1,823 42 62 4,066 3,050 2,367 Deferred: Federal (4,593 ) 4,000 3,894 State 501 206 266 Foreign (382 ) (5 ) (22 ) (4,474 ) 4,201 4,138 Total Income tax expense (benefit) from continuing operations $ (408 ) 7,251 6,505 |
Schedule of Effective Income Tax Rate Reconciliation | Total Income tax expense (benefit) 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, 2017 2016 2015 Computed expected tax benefit $ (37,821 ) (29,398 ) (27,906 ) Change in valuation allowance affecting income tax expense 31,811 30,859 27,890 US tax effect of foreign earnings and dividends 5,110 44 113 Other foreign tax rate differentials 1,434 31 43 Expense (income) not resulting in tax impact 2,013 (381 ) 803 Tax amortization of indefinite-lived assets 4,001 4,000 3,890 2017 Federal tax reform enactment (9,020 ) — — State and local income taxes, net of federal benefit 2,059 2,091 1,671 Other, net 5 5 1 Total Income tax expense (benefit) from continuing operations $ (408 ) 7,251 6,505 |
Schedule of Deferred Tax Assets and Liabilities | Components of deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows (amounts in thousands): As of December 31, 2017 2016 Accounts receivable reserves $ 1,357 1,165 Accrued liabilities 10,751 10,696 Net operating loss carryforwards 172,138 236,062 Derivative financial instruments 1,705 3,296 Other deferred tax assets 6,929 10,044 Valuation allowance (104,006 ) (126,164 ) Total deferred tax assets 88,874 135,099 Intangible assets (95,007 ) (141,664 ) Convertible notes (3,067 ) (6,376 ) Property, plant and equipment (2,006 ) (2,934 ) Other deferred tax liabilities (2,105 ) (1,894 ) Total deferred tax liabilities (102,185 ) (152,868 ) Net deferred tax liabilities $ (13,311 ) (17,769 ) |
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, 2017 2016 2015 As of the beginning of the year $ 3,956 2,907 191 Increases for tax positions of current years 1,033 1,049 1,104 Increases (reductions) for tax positions of prior years (4 ) — 1,612 As of the end of the year $ 4,985 3,956 2,907 |
Stock-based and Long-Term Com37
Stock-based and Long-Term Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 1,181,532 $ 40.84 Granted — $ — Exercised — $ — Forfeited — $ — Expired (138,000 ) $ 48.00 Outstanding at December 31, 2017 1,043,532 $ 39.89 Exercisable at December 31, 2017 1,043,532 $ 39.89 |
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, 2017 234,363 $ 36.65 Granted 55,185 $ 11.51 Vested (173,997 ) $ 38.25 Canceled (10,391 ) $ 18.86 Outstanding at December 31, 2017 105,160 $ 22.57 |
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, 2017 245,993 $ 25.93 Granted 108,694 $ 13.80 Vested (50,957 ) $ 27.20 Canceled (31,690 ) $ 14.20 Outstanding at December 31, 2017 272,040 $ 22.21 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 : Series A Common Stock Series B Common Stock 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 Conversion from Series B to Series A shares 331 (331 ) Issuance of stock awards 106,142 — Restricted stock canceled for forfeitures and tax withholding (75,995 ) — Balance at December 31, 2017 11,999,630 381,528 |
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, 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 ) Gain (loss) through Accumulated other comprehensive loss 782 2,609 (3,842 ) (451 ) Reclassifications of loss (gains) into net income — 219 5,424 5,643 Balance at December 31, 2017 $ (758 ) 3,900 (7,375 ) (4,233 ) (a) No income taxes were recorded on foreign currency translation amounts for 2017 , 2016 and 2015 because the Company is subject to a full valuation allowance. (b) No income taxes were recorded on the December 31, 2017 , 2016 and 2015 unrealized holding gains because the Company is subject to a full valuation allowance. Amounts reclassified into Net loss are included in Other income, net on the consolidated statement of operations. See note 4, Investments in Marketable Securities , for further information. (c) No income taxes were recorded on the unrealized loss on derivative instrument amounts for 2017 , 2016 and 2015 because the Company is subject to a full valuation allowance. Amounts reclassified into Net loss are included in Interest expense on the consolidated statement of operations. See note 10, Derivatives , for further information. |
Commitments, Contingencies an39
Commitments, Contingencies and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 and equipment, having initial or remaining noncancelable terms in excess of one year are as follows (in thousands): Year Ended December 31: 2018 $ 4,066 2019 3,892 2020 2,888 2021 2,814 2022 2,841 Thereafter 22,625 Minimum lease commitments $ 39,126 |
Reportable Business Segments (T
Reportable Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | 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, 2017 Subscriber accounts, net of amortization $ 1,280,813 21,215 — 1,302,028 Goodwill $ 527,502 36,047 — 563,549 Total assets $ 1,996,240 63,233 (4,488 ) 2,054,985 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 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, 2017 Net revenue $ 524,810 28,645 — 553,455 Depreciation and amortization $ 240,955 4,651 26 245,632 Net loss from continuing operations before income taxes $ (92,787 ) (20,401 ) 5,129 (108,059 ) 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 ) |
Quarterly Financial Informati41
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter (Amounts in thousands, except per share amounts) 2017: Net revenue $ 141,200 140,498 138,211 133,546 Operating income (loss) $ 19,718 (1,485 ) 10,571 12,706 Net loss $ (18,853 ) (43,526 ) (29,160 ) (16,020 ) Basic and diluted net loss per common share $ (1.55 ) (3.58 ) (2.39 ) (1.30 ) 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 ) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Trade receivables, allowance for doubtful accounts | $ 4,162 | $ 3,043 | |
Inventory | 3,495 | 2,475 | |
Amortization of intangible assets | 236,788 | 246,753 | $ 258,668 |
Net cash provided by operating activities | 136,497 | 188,903 | 208,680 |
Net cash used in financing activities | $ 11,865 | $ 18,197 | $ 69,557 |
Excluded stock options and unvested restricted stock units (in shares) | 259,915 | 480,356 | 892,851 |
Employee Stock Option | |||
Finite-Lived Intangible Assets [Line Items] | |||
Dividend rate | 0.00% | ||
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 | $ 226,697 | $ 236,673 | $ 238,800 |
Dealer Networks and Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 9,830 | $ 9,830 | $ 19,501 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance Beginning of Year | $ 3,043 | $ 2,762 | $ 2,120 |
Charged to Expense | 11,014 | 10,785 | 9,735 |
Write-Offs and Other | (9,895) | (10,504) | (9,093) |
Balance End of Year | $ 4,162 | $ 3,043 | $ 2,762 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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 6, 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 6, 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, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 201,427 |
2,019 | 170,250 |
2,020 | 149,189 |
2,021 | 132,662 |
2,022 | $ 121,209 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Weighted Average Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Weighted average Series A and Series B shares (in shares) | 12,195,530 | 12,256,895 | 12,947,215 |
Recent Accounting Pronounceme47
Recent Accounting Pronouncements Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Capitalized Contract Cost [Line Items] | ||||
Expected cumulative adjustment, reduction to opening retained earnings | $ 1,277,118 | $ 1,169,559 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Minimum | Subsequent Event | ||||
Capitalized Contract Cost [Line Items] | ||||
Expected cumulative adjustment, reduction to opening retained earnings | $ 25,000 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Maximum | Subsequent Event | ||||
Capitalized Contract Cost [Line Items] | ||||
Expected cumulative adjustment, reduction to opening retained earnings | $ 35,000 | |||
Moves Costs | ||||
Capitalized Contract Cost [Line Items] | ||||
Capitalized costs | $ 15,075 | $ 15,021 | $ 13,086 |
Investments in Marketable Sec48
Investments in Marketable Securities - Schedule of Investment Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | $ 102,060 | $ 76,753 | |
Unrealized Gains | 3,898 | 1,483 | |
Unrealized Losses | 0 | (411) | |
Total | 105,958 | 77,825 | |
Other-than-temporary impairment of marketable securities | 220 | 1,904 | $ 6,389 |
Equity securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | 3,432 | 3,767 | |
Unrealized Gains | 2,039 | 0 | |
Unrealized Losses | 0 | (396) | |
Total | 5,471 | 3,371 | |
Other-than-temporary impairment of marketable securities | 220 | 836 | |
Mutual funds | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost Basis | 98,628 | 72,986 | |
Unrealized Gains | 1,859 | 1,483 | |
Unrealized Losses | 0 | (15) | |
Total | $ 100,487 | 74,454 | |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |||
Gross realized gains | $ 6 | $ 1,105 | $ 1,256 |
Gross realized losses | 5 | 236 | 955 |
Total Proceeds | $ 1,108 | $ 15,184 | $ 57,291 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Property, Plant and Equipment [Abstract] | |
Net book value of assets disposed during the period | $ 11,395 |
Gain on disposition of assets | $ 21,217 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, net: | ||
Property, plant and equipment, gross | $ 70,738 | $ 57,402 |
Accumulated depreciation | (37,915) | (29,071) |
Property, plant and equipment, net | 32,823 | 28,331 |
Leasehold improvements | ||
Property and equipment, net: | ||
Property, plant and equipment, gross | 1,597 | 1,410 |
Machinery and equipment | ||
Property and equipment, net: | ||
Property, plant and equipment, gross | $ 69,141 | $ 55,992 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 8,844 | $ 8,435 | $ 10,444 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 563,549 | $ 563,549 |
Period activity | 0 | 0 |
Goodwill, Ending Balance | 563,549 | 563,549 |
MONI | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 527,502 | 527,502 |
Period activity | 0 | 0 |
Goodwill, Ending Balance | 527,502 | 527,502 |
LiveWatch | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 36,047 | 36,047 |
Period activity | 0 | 0 |
Goodwill, Ending Balance | $ 36,047 | $ 36,047 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
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, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Interest payable | $ 15,927 | $ 15,675 |
Income taxes payable | 2,950 | 2,989 |
Legal settlement reserve | 23,000 | 0 |
LiveWatch acquisition retention bonus | 0 | 4,990 |
Other | 10,452 | 11,316 |
Total Other accrued liabilities | $ 52,329 | $ 34,970 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | |||
Carrying value | $ 1,789,044,000 | $ 1,765,233,000 | |
Less current portion of long-term debt | (11,000,000) | (11,000,000) | |
Long-term debt | 1,778,044,000 | 1,754,233,000 | |
MONI | |||
Debt Instrument [Line Items] | |||
Carrying value | 1,789,044,000 | ||
Convertible Senior Notes 4% Due 2020 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 82,614,000 | 78,279,000 | |
Stated interest rate on debt | 4.00% | ||
Effective interest rate | 8.50% | ||
Senior Notes 9.125% Due 2020 | Senior Notes | MONI | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 580,159,000 | 578,254,000 | |
Stated interest rate on debt | 9.125% | ||
Effective interest rate | 9.50% | ||
Term Loan Due September 2022 | Term Loan | MONI | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 1,059,598,000 | 1,066,130,000 | |
Effective interest rate | 7.20% | ||
Term Loan Due September 2022 | Term Loan | MONI | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on variable rate index | 5.50% | ||
Variable rate basis floor | 1.00% | ||
Revolving Credit Facility Due 2021 | Revolving Credit Facility | MONI | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 66,673,000 | $ 42,570,000 | |
Effective interest rate | 6.40% | ||
Spread on variable rate index | 4.00% | ||
Borrowing capacity | $ 295,000,000 | $ 295,000,000 | |
Revolving Credit Facility Due 2021 | Revolving Credit Facility | MONI | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on variable rate index | 4.00% | ||
Variable rate basis floor | 1.00% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Interest expense | $ 152,257,000 | $ 132,269,000 | $ 123,743,000 | ||
Purchase of bond hedge call option | 20,318,000 | ||||
Proceeds from warrants | 14,211,000 | ||||
Hedge and warrant expense | $ 6,107,000 | ||||
Series A Common Stock | |||||
Debt Instrument [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
MONI | |||||
Debt Instrument [Line Items] | |||||
Accelerated amortization of deferred financing costs | $ 4,160,000 | ||||
Term Loan | Designated as Hedging Instrument | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Derivative, fixed interest rate | 7.18% | ||||
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 | ||||
Deferred financing costs and unamortized discounts, net | $ 28,479,000 | ||||
Revolving Credit Facility | MONI | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 68,500,000 | ||||
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 | ||||
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 | 3,871,000 | 4,125,000 | ||
Amortization of debt discount | 4,335,000 | 3,533,000 | 3,643,000 | ||
Unamortized discount | $ 1,468,000 | $ 13,263,000 | $ 17,324,000 | 1,468,000 | |
Accelerated amortization of deferred financing costs | $ 135,000 | ||||
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 | $ 4,841,000 | ||||
Revolving Credit Facility Due 2017 | MONI | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity | 226,500,000 | ||||
Term Loan Due April, 2022 | Term Loan | MONI | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 543,125,000 | ||||
Term Loan Due March, 2018 | Term Loan | MONI | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 403,784,000 | ||||
Term Loan Due September 2022 | Term Loan | MONI | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 1,100,000,000 | 1,086,250,000 | |||
Debt discount on purchase price, percent | 1.50% | ||||
Periodic payment of principal | $ 2,750,000 | ||||
Springing maturity period | 181 days | ||||
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% | ||||
Springing maturity period | 181 days | ||||
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 ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Carrying value | $ 1,789,044 | $ 1,765,233 | |
Convertible Senior Notes 4% Due 2020 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Principal | 96,775 | 96,775 | |
Unamortized discount | (13,263) | (17,324) | $ (1,468) |
Deferred debt costs | (898) | (1,172) | |
Carrying value | $ 82,614 | $ 78,279 |
Long-Term Debt - Components of
Long-Term Debt - Components of Refinancing Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Total refinancing expense | $ 0 | $ 9,500 | $ 3,723 |
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, 2017 | Dec. 31, 2016 |
Less: | ||
Carrying value | $ 1,789,044 | $ 1,765,233 |
MONI | ||
Debt Instrument [Line Items] | ||
2,018 | 11,000 | |
2,019 | 11,000 | |
2,020 | 692,775 | |
2,021 | 79,500 | |
2,022 | 1,042,250 | |
Thereafter | 0 | |
Total principal payments | 1,836,525 | |
Less: | ||
Unamortized discounts, premium and deferred debt costs, net | 47,481 | |
Carrying value | $ 1,789,044 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)interest_rate_swap | Dec. 31, 2016USD ($)interest_rate_swap | Dec. 31, 2015USD ($) | Jun. 30, 2017GBP (£) | |
Derivative [Line Items] | ||||
Derivative amount not offset against collateral | $ 0 | $ 0 | ||
Selling, general and administrative, including stock-based and long-term incentive compensation | 167,887,000 | 125,892,000 | $ 121,418,000 | |
Interest Rate Swap | Cash Flow Hedging | ||||
Derivative [Line Items] | ||||
Amounts in accumulated other comprehensive loss expected to be reclassified during next twelve months | 4,672,000 | |||
Foreign Exchange Contract | ||||
Derivative [Line Items] | ||||
Notional amount | £ | £ 13,500,000 | |||
Selling, general and administrative, including stock-based and long-term incentive compensation | 1,150,000 | |||
Recurring | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative asset | 7,058,000 | 8,521,000 | ||
Derivative liability | $ 13,817,000 | $ 16,948,000 | ||
Level 2 | Recurring | ||||
Derivative [Line Items] | ||||
Derivative liability, number of instruments held | interest_rate_swap | 7 | |||
Derivative liability | $ 16,948,000 | |||
Level 2 | Recurring | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative asset, number of instruments held | interest_rate_swap | 2 | 1 | ||
Derivative asset | $ 7,058,000 | $ 8,521,000 | ||
Derivative liability, number of instruments held | interest_rate_swap | 6 | |||
Derivative liability | $ 13,817,000 | $ 16,948,000 |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Instruments (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
1.884 % interest rate swaps | |
Derivative [Line Items] | |
Notional | $ 518,375,000 |
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 | $ 137,387,500 |
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 | $ 107,412,060 |
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 | $ 107,412,060 |
Fixed Rate Paid | 1.85% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
3.110 % interest rate swap, one | |
Derivative [Line Items] | |
Notional | $ 191,475,002 |
Fixed Rate Paid | 3.11% |
Variable interest rate base | 3 mo.USD-LIBOR-BBA |
Variable interest rate base floor | 1.00% |
3.110 % interest rate swap, two | |
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 | 1.833% |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Effective portion of loss recognized in Accumulated other comprehensive income (loss) | $ (3,842) | $ (2,673) | $ (16,041) |
Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss | (5,424) | (7,262) | (7,300) |
Ineffective portion of amount of gain (loss) recognized into Net loss on interest rate swaps | $ 88 | $ 423 | $ (119) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Measurements | ||
Investments in marketable securities | $ 105,958 | $ 77,825 |
Recurring | ||
Fair Value Measurements | ||
Investments in marketable securities | 105,958 | 77,825 |
Total | 99,199 | 69,398 |
Recurring | Interest Rate Swap | ||
Fair Value Measurements | ||
Interest rate swap agreements - assets | 7,058 | 8,521 |
Interest rate swap agreements - liabilities | (13,817) | (16,948) |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Investments in marketable securities | 105,958 | 77,825 |
Total | 105,958 | 77,825 |
Recurring | Level 1 | Interest Rate Swap | ||
Fair Value Measurements | ||
Interest rate swap agreements - assets | 0 | 0 |
Interest rate swap agreements - liabilities | 0 | 0 |
Recurring | Level 2 | ||
Fair Value Measurements | ||
Investments in marketable securities | 0 | 0 |
Interest rate swap agreements - liabilities | (16,948) | |
Total | (6,759) | (8,427) |
Recurring | Level 2 | Interest Rate Swap | ||
Fair Value Measurements | ||
Interest rate swap agreements - assets | 7,058 | 8,521 |
Interest rate swap agreements - liabilities | (13,817) | (16,948) |
Recurring | Level 3 | ||
Fair Value Measurements | ||
Investments in marketable securities | 0 | 0 |
Total | 0 | 0 |
Recurring | Level 3 | Interest Rate Swap | ||
Fair Value Measurements | ||
Interest rate swap agreements - assets | 0 | 0 |
Interest rate swap agreements - liabilities | $ 0 | $ 0 |
Fair Value Measurements - Sch65
Fair Value Measurements - Schedule of Fair Value Not Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Carrying value | $ 1,789,044 | $ 1,765,233 |
Fair value | $ 1,709,342 | $ 1,770,694 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (122,842) | $ (84,202) | $ (80,021) |
Foreign | 14,783 | 209 | 290 |
Loss from continuing operations before income taxes | $ (108,059) | $ (83,993) | $ (79,731) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ (426) | $ 0 | $ 0 |
State | 2,669 | 3,008 | 2,305 |
Foreign | 1,823 | 42 | 62 |
Current Income Tax (Expense) Benefit | 4,066 | 3,050 | 2,367 |
Deferred: | |||
Federal | (4,593) | 4,000 | 3,894 |
State | 501 | 206 | 266 |
Foreign | (382) | (5) | (22) |
Deferred Income Tax (Expense) Benefit | (4,474) | 4,201 | 4,138 |
Total Income tax expense (benefit) from continuing operations | $ (408) | $ 7,251 | $ 6,505 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Tax Credit Carryforward [Line Items] | |||
Federal statutory income tax rate, percent | 35.00% | ||
Deferred tax assets, decrease in valuation allowance | $ 22,158,000 | ||
Deferred tax assets, decrease in valuation allowance, Tax Cuts And Jobs Act Of 2017 | 64,679,000 | ||
Change in valuation allowance affecting income tax expense | 31,811,000 | $ 30,859,000 | $ 27,890,000 |
Deferred tax assets, change in valuation allowance related to state tax and other adjustment to deferred taxes | 10,710,000 | ||
Operating loss carryforwards subject to IRC limitations | 129,521,000 | ||
AMT credit | 426,000 | ||
Accrued interest and penalties related to uncertain tax positions | 86,000 | ||
Expected increase in uncertain tax position in next twelve months | 0 | ||
Expected decrease in uncertain tax position in next twelve months | 0 | ||
Federal | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 752,516,000 | ||
Tax credit carryforward | 1,064,000 | ||
Tax credit carryforward, expire in 2018 | 638,000 | ||
California | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 115,041,000 | ||
Other State Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 150,453,000 | ||
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward | $ 883,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Computed expected tax benefit | $ (37,821) | $ (29,398) | $ (27,906) |
Change in valuation allowance affecting income tax expense | 31,811 | 30,859 | 27,890 |
US tax effect of foreign earnings and dividends | 5,110 | 44 | 113 |
Other foreign tax rate differentials | 1,434 | 31 | 43 |
Expense (income) not resulting in tax impact | 2,013 | (381) | 803 |
Tax amortization of indefinite-lived assets | 4,001 | 4,000 | 3,890 |
2017 Federal tax reform enactment | (9,020) | ||
State and local income taxes, net of federal benefit | 2,059 | 2,091 | 1,671 |
Other, net | 5 | 5 | 1 |
Total Income tax expense (benefit) from continuing operations | $ (408) | $ 7,251 | $ 6,505 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets, Net [Abstract] | ||
Accounts receivable reserves | $ 1,357 | $ 1,165 |
Accrued liabilities | 10,751 | 10,696 |
Net operating loss carryforwards | 172,138 | 236,062 |
Derivative financial instruments | 1,705 | 3,296 |
Other deferred tax assets | 6,929 | 10,044 |
Valuation allowance | (104,006) | (126,164) |
Total deferred tax assets | 88,874 | 135,099 |
Deferred Tax Liabilities, Net [Abstract] | ||
Intangible assets | (95,007) | (141,664) |
Convertible notes | (3,067) | (6,376) |
Property, plant and equipment | (2,006) | (2,934) |
Other deferred tax liabilities | (2,105) | (1,894) |
Total deferred tax liabilities | (102,185) | (152,868) |
Net deferred tax liabilities | $ (13,311) | $ (17,769) |
Income Taxes - Roll Forward of
Income Taxes - Roll Forward of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
As of the beginning of the year | $ 3,956 | $ 2,907 | $ 191 |
Increases for tax positions of current years | 1,033 | 1,049 | 1,104 |
Reductions for tax positions of prior years | (4) | ||
Increases for tax positions of prior years | 0 | 1,612 | |
As of the end of the year | $ 4,985 | $ 3,956 | $ 2,907 |
Stock-based and Long-Term Com72
Stock-based and Long-Term Compensation - Narrative (Details) - USD ($) | May 24, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted in period (in shares) | 0 | 0 | 0 | |
Outstanding options, intrinsic value | $ 0 | |||
Exercisable options, intrinsic value | $ 0 | |||
Outstanding options, weighted average remaining contractual life | 1 year 2 months 12 days | |||
Exercisable options, weighted average remaining contractual life | 1 year 2 months 12 days | |||
Compensation cost related to unvested stock options | $ 0 | |||
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 | $ 4,017,000 | |||
Compensation cost related to unvested equity awards, recognition period | 2 years 9 months 18 days | |||
2017 Plan | Phantom Units | MONI | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Granted (in shares) | 45,812 | |||
Accrued estimated vested value | $ 202,000 | |||
2017 Plan | Phantom Units | MONI | Grant Date | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 33.00% | |||
2017 Plan | Phantom Units | MONI | Year One Following Grant Date | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 33.00% | |||
2017 Plan | Phantom Units | MONI | Year Two Following Grant Date | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 33.00% | |||
Incentive Plan 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized (in shares) | 300,000 | |||
Number of shares available (in shares) | 899,862 |
Stock-based and Long-Term Com73
Stock-based and Long-Term Compensation - Schedule of Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Series A Common Stock Options | |||
Granted (in shares) | 0 | 0 | 0 |
Common Class A | |||
Series A Common Stock Options | |||
Beginning of Period (in shares) | 1,181,532 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Expired (in shares) | (138,000) | ||
Ending of Period (in shares) | 1,043,532 | 1,181,532 | |
Exercisable, Ending of Period (in shares) | 1,043,532 | ||
WAEP | |||
Beginning of Period (in dollars per share) | $ 40.84 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 0 | ||
Expired (in dollars per share) | 48 | ||
Ending of Period (in dollars per share) | 39.89 | $ 40.84 | |
Exercisable, Ending of Period (in dollars per share) | $ 39.89 |
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, 2017$ / sharesshares | |
Restricted Stock Awards | |
Series A Restricted Stock Awards or Units | |
Beginning of Period (in shares) | shares | 234,363 |
Granted (in shares) | shares | 55,185 |
Vested (in shares) | shares | (173,997) |
Canceled (in shares) | shares | (10,391) |
Ending of Period (in shares) | shares | 105,160 |
WAFV | |
Beginning of Period (in dollars per share) | $ / shares | $ 36.65 |
Granted (in dollars per share) | $ / shares | 11.51 |
Vested (in dollars per share) | $ / shares | 38.25 |
Canceled (in dollars per share) | $ / shares | 18.86 |
Ending of Period (in dollars per share) | $ / shares | $ 22.57 |
Restricted Stock Units (RSUs) | |
Series A Restricted Stock Awards or Units | |
Beginning of Period (in shares) | shares | 245,993 |
Granted (in shares) | shares | 108,694 |
Vested (in shares) | shares | (50,957) |
Canceled (in shares) | shares | (31,690) |
Ending of Period (in shares) | shares | 272,040 |
WAFV | |
Beginning of Period (in dollars per share) | $ / shares | $ 25.93 |
Granted (in dollars per share) | $ / shares | 13.80 |
Vested (in dollars per share) | $ / shares | 27.20 |
Canceled (in dollars per share) | $ / shares | 14.20 |
Ending of Period (in dollars per share) | $ / shares | $ 22.21 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 12 Months Ended | ||||||
Dec. 31, 2017voteshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 04, 2015USD ($) | Nov. 10, 2014USD ($) | Nov. 14, 2013USD ($) | Jun. 16, 2011USD ($) | |
Stockholders' Equity | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||
Shares repurchased (in shares) | 0 | ||||||
Shares repurchased, total purchase price | $ | $ 7,140,000 | $ 29,988,000 | |||||
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) | 11,999,630 | 11,969,152 | |||||
Common stock, outstanding shares (in shares) | 11,999,630 | 11,969,152 | |||||
Authorized amount to be repurchased (up to) | $ | $ 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 | |||||
Average purchase price (in dollars per share) | $ / shares | $ 18.35 | $ 31.88 | |||||
Shares reserved (in shares) | 1,315,572 | ||||||
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) | 381,528 | 381,859 | |||||
Common stock, outstanding shares (in shares) | 381,528 | 381,859 | |||||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in Stockholders' Equity | |||
Repurchases and retirements of Series A shares (in shares) | 0 | ||
Series A Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period (in shares) | 11,969,152 | 12,301,248 | 13,162,095 |
Conversion from Series B to Series A shares (in shares) | (331) | (500) | (1,727) |
Issuance of restricted stock (in shares) | 118,313 | ||
Issuance of stock awards (in shares) | 106,142 | 91,859 | |
Restricted stock cancelled for forfeitures and tax withholding (in shares) | (75,995) | (35,276) | (40,158) |
Repurchases and retirements of Series A shares (in shares) | (389,179) | (940,729) | |
Balance at the end of the period (in shares) | 11,999,630 | 11,969,152 | 12,301,248 |
Series B Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period (in shares) | 381,859 | 382,359 | 384,086 |
Conversion from Series B to Series A shares (in shares) | (331) | (500) | (1,727) |
Issuance of restricted stock (in shares) | 0 | ||
Issuance of stock awards (in shares) | 0 | 0 | |
Restricted stock cancelled for forfeitures and tax withholding (in shares) | 0 | 0 | 0 |
Repurchases and retirements of Series A shares (in shares) | 0 | 0 | |
Balance at the end of the period (in shares) | 381,528 | 381,859 | 382,359 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Accumulated Other Comprehensive Income (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in accumulated other comprehensive loss | |||
Beginning of Period | $ 238,645,000 | $ 324,769,000 | $ 439,688,000 |
Gain (loss) through Accumulated other comprehensive loss | (451,000) | (714,000) | (9,343,000) |
Reclassifications of loss (gains) into net income | 5,643,000 | 6,227,000 | 1,213,000 |
Ending of Period | 142,672,000 | 238,645,000 | 324,769,000 |
Foreign Currency Translation Adjustments | |||
Changes in accumulated other comprehensive loss | |||
Beginning of Period | (1,540,000) | (508,000) | (215,000) |
Gain (loss) through Accumulated other comprehensive loss | 782,000 | (1,032,000) | (293,000) |
Reclassifications of loss (gains) into net income | 0 | 0 | 0 |
Ending of Period | (758,000) | (1,540,000) | (508,000) |
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 | 1,072,000 | (884,000) | (1,788,000) |
Gain (loss) through Accumulated other comprehensive loss | 2,609,000 | 2,991,000 | 6,991,000 |
Reclassifications of loss (gains) into net income | 219,000 | (1,035,000) | (6,087,000) |
Ending of Period | 3,900,000 | 1,072,000 | (884,000) |
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 | (8,957,000) | (13,546,000) | (4,805,000) |
Gain (loss) through Accumulated other comprehensive loss | (3,842,000) | (2,673,000) | (16,041,000) |
Reclassifications of loss (gains) into net income | 5,424,000 | 7,262,000 | 7,300,000 |
Ending of Period | (7,375,000) | (8,957,000) | (13,546,000) |
Income tax unrealized loss on derivative instrument | 0 | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) | |||
Changes in accumulated other comprehensive loss | |||
Beginning of Period | (9,425,000) | (14,938,000) | (6,808,000) |
Ending of Period | $ (4,233,000) | $ (9,425,000) | $ (14,938,000) |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Total 401 (k) plan expense | $ 183 | $ 111 | $ 132 |
Commitments, Contingencies an79
Commitments, Contingencies and Other Liabilities - Schedule of Future Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 4,066 |
2,019 | 3,892 |
2,020 | 2,888 |
2,021 | 2,814 |
2,022 | 2,841 |
Thereafter | 22,625 |
Minimum lease commitments | $ 39,126 |
Commitments, Contingencies an80
Commitments, Contingencies and Other Liabilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | |
Loss Contingencies [Line Items] | |||||
Rent expense for noncancelable operating leases | $ 3,899 | $ 3,862 | $ 4,540 | ||
MONI | |||||
Loss Contingencies [Line Items] | |||||
Legal reserve | $ 28,000 | ||||
Settlement amount paid | $ 5,000 |
Reportable Business Segments -
Reportable Business Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | $ 133,546 | $ 138,211 | $ 140,498 | $ 141,200 | $ 140,683 | $ 142,765 | $ 143,656 | $ 143,268 | $ 553,455 | $ 570,372 | $ 563,356 |
Depreciation and amortization | 245,632 | 255,188 | 269,112 | ||||||||
Net loss from continuing operations before income taxes | (108,059) | (83,993) | (79,731) | ||||||||
Operating Segments | MONI | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 524,810 | 547,458 | 548,622 | ||||||||
Depreciation and amortization | 240,955 | 250,393 | 264,870 | ||||||||
Net loss from continuing operations before income taxes | (92,787) | (46,728) | (47,793) | ||||||||
Operating Segments | LiveWatch | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 28,645 | 22,914 | 14,734 | ||||||||
Depreciation and amortization | 4,651 | 4,520 | 3,864 | ||||||||
Net loss from continuing operations before income taxes | (20,401) | (22,431) | (18,365) | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 26 | 275 | 378 | ||||||||
Net loss from continuing operations before income taxes | $ 5,129 | $ (14,834) | $ (13,573) |
Reportable Business Segments 83
Reportable Business Segments - By Segment from Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | $ 1,302,028 | $ 1,386,760 | |
Goodwill | 563,549 | 563,549 | $ 563,549 |
Total assets | 2,054,985 | 2,132,432 | |
MONI | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 527,502 | 527,502 | 527,502 |
LiveWatch | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 36,047 | 36,047 | $ 36,047 |
Operating Segments | MONI | |||
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | 1,280,813 | 1,364,804 | |
Goodwill | 527,502 | 527,502 | |
Total assets | 1,996,240 | 2,062,838 | |
Operating Segments | LiveWatch | |||
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | 21,215 | 21,956 | |
Goodwill | 36,047 | 36,047 | |
Total assets | 63,233 | 63,916 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Subscriber accounts, net of amortization | 0 | 0 | |
Goodwill | 0 | 0 | |
Total assets | $ (4,488) | $ 5,678 |
Quarterly Financial Informati84
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 133,546 | $ 138,211 | $ 140,498 | $ 141,200 | $ 140,683 | $ 142,765 | $ 143,656 | $ 143,268 | $ 553,455 | $ 570,372 | $ 563,356 |
Operating income (loss) | 12,706 | 10,571 | (1,485) | 19,718 | 18,936 | 15,248 | 12,239 | 9,211 | 41,510 | 55,634 | 49,367 |
Net loss | $ (16,020) | $ (29,160) | $ (43,526) | $ (18,853) | $ (18,789) | $ (27,033) | $ (22,202) | $ (23,220) | $ (107,651) | $ (91,244) | $ (86,236) |
Basic and diluted net loss per common share (in dollars per share) | $ (1.30) | $ (2.39) | $ (3.58) | $ (1.55) | $ (1.55) | $ (2.23) | $ (1.80) | $ (1.86) | $ (8.83) | $ (7.44) | $ (6.66) |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - MONI - Brink's - Trademarks - USD ($) $ in Millions | Feb. 26, 2018 | Dec. 31, 2018 |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Long-term licensing agreement, term | 7 years | |
Long-term licensing agreement, renewal extension period (beyond) | 20 years | |
Scenario, Forecast | ||
Subsequent Event [Line Items] | ||
Expected first-year royalty payments | $ 5 |