Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549
 
FORM 10-Q
 
ý           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2018
OR
o              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from            to
 
Commission File Number 001-34176
ASCENT CAPITAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
State of Delaware
 
26-2735737
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
5251 DTC Parkway, Suite 1000
 
 
Greenwood Village, Colorado
 
80111
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (303) 628-5600

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer x
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No ý

The number of outstanding shares of Ascent Capital Group, Inc.’s common stock as of July 26, 2018 was:

Series A common stock 12,049,171 shares; and Series B common stock 381,528 shares.


Table of Contents

TABLE OF CONTENTS
 
 
 
Page
 
 
 
PART I — FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 

1

Table of Contents

Item 1.  Financial Statements (unaudited)
ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
Amounts in thousands, except share amounts
(unaudited)
 
June 30,
2018
 
December 31,
2017
Assets
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
4,185

 
10,465

Restricted cash
104

 

Marketable securities, at fair value
105,515

 
105,958

Trade receivables, net of allowance for doubtful accounts of $3,390 in 2018 and $4,162 in 2017
12,456

 
12,645

Prepaid and other current assets
23,185

 
11,175

Total current assets
145,445

 
140,243

Property and equipment, net of accumulated depreciation of $43,309 in 2018 and $37,915 in 2017
36,603

 
32,823

Subscriber accounts and deferred contract acquisition costs, net of accumulated amortization of $1,519,406 in 2018 and $1,439,164 in 2017
1,222,485

 
1,302,028

Dealer network and other intangible assets, net of accumulated amortization of $47,288 in 2018 and $42,806 in 2017
1,213

 
6,994

Goodwill
349,149

 
563,549

Other assets
31,707

 
9,348

Total assets
$
1,786,602

 
2,054,985

Liabilities and Stockholders’ (Deficit) Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
12,779

 
11,092

Accrued payroll and related liabilities
5,231

 
3,953

Other accrued liabilities
56,829

 
52,329

Deferred revenue
12,965

 
13,871

Holdback liability
9,740

 
9,309

Current portion of long-term debt
11,000

 
11,000

Total current liabilities
108,544

 
101,554

Non-current liabilities:
 

 
 

Long-term debt
1,793,364

 
1,778,044

Long-term holdback liability
2,031

 
2,658

Derivative financial instruments
3,313

 
13,491

Deferred income tax liability, net
14,635

 
13,311

Other liabilities
3,116

 
3,255

Total liabilities
1,925,003

 
1,912,313

Commitments and contingencies


 


Stockholders’ (deficit) equity:
 

 
 

Preferred stock, $0.01 par value. Authorized 5,000,000 shares; no shares issued

 

Series A common stock, $.01 par value. Authorized 45,000,000 shares; issued and outstanding 12,032,370 and 11,999,630 shares at June 30, 2018 and December 31, 2017, respectively
120

 
120

Series B common stock, $.01 par value. Authorized 5,000,000 shares; issued and outstanding 381,528 shares at both June 30, 2018 and December 31, 2017
4

 
4

Series C common stock, $0.01 par value. Authorized 45,000,000 shares; no shares issued

 

Additional paid-in capital
1,424,724

 
1,423,899

Accumulated deficit
(1,575,648
)
 
(1,277,118
)
Accumulated other comprehensive income (loss), net
12,399

 
(4,233
)
Total stockholders’ (deficit) equity
(138,401
)
 
142,672

Total liabilities and stockholders’ (deficit) equity
$
1,786,602

 
2,054,985

 

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
Amounts in thousands, except per share amounts
(unaudited) 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net revenue
$
135,013

 
140,498

 
$
268,766

 
281,698

Operating expenses:
 

 
 

 
 
 
 
Cost of services
33,047

 
29,617

 
65,748

 
59,586

Selling, general and administrative, including stock-based and long-term incentive compensation
34,387

 
64,771

 
71,793

 
101,016

Radio conversion costs

 
77

 

 
309

Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets
53,891

 
59,965

 
108,302

 
119,512

Depreciation
2,871

 
2,132

 
5,492

 
4,259

Loss on goodwill impairment
214,400

 

 
214,400

 

Gain on disposal of operating assets

 
(14,579
)
 

 
(21,217
)
 
338,596

 
141,983

 
465,735

 
263,465

Operating income (loss)
(203,583
)
 
(1,485
)
 
(196,969
)
 
18,233

Other expense (income), net:
 

 
 

 
 
 
 
Interest income
(774
)
 
(563
)
 
(1,255
)
 
(958
)
Interest expense
40,422

 
38,165

 
79,074

 
75,651

Other income, net
(211
)
 
(222
)
 
(2,276
)
 
(464
)
 
39,437

 
37,380

 
75,543

 
74,229

Loss from continuing operations before income taxes
(243,020
)
 
(38,865
)
 
(272,512
)
 
(55,996
)
Income tax expense from continuing operations
1,347

 
4,661

 
2,693

 
6,475

Net loss from continuing operations
(244,367
)
 
(43,526
)
 
(275,205
)
 
(62,471
)
Discontinued operations:
 

 
 

 
 
 
 
Income from discontinued operations, net of income tax of $0

 

 

 
92

Net loss
(244,367
)
 
(43,526
)
 
(275,205
)
 
(62,379
)
Other comprehensive income (loss):
 

 
 

 
 
 
 
Foreign currency translation adjustments

 
584

 

 
642

Unrealized holding gain (loss) on marketable securities, net
(823
)
 
536

 
(3,900
)
 
1,087

Unrealized gain (loss) on derivative contracts, net
5,521

 
(5,777
)
 
19,927

 
(4,728
)
Total other comprehensive income (loss), net of tax
4,698

 
(4,657
)
 
16,027

 
(2,999
)
Comprehensive loss
$
(239,669
)
 
(48,183
)
 
$
(259,178
)
 
(65,378
)
 
 
 
 
 
 
 
 
Basic and diluted income (loss) per share:
 

 
 

 
 
 
 
Continuing operations
$
(19.82
)
 
(3.58
)
 
$
(22.35
)
 
(5.14
)
Discontinued operations

 

 

 
0.01

Net loss
$
(19.82
)
 
(3.58
)
 
$
(22.35
)
 
(5.13
)
 

See accompanying notes to condensed consolidated financial statements.

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ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Amounts in thousands
(unaudited)
 
Six Months Ended 
 June 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net loss
$
(275,205
)
 
(62,379
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 

 
 

Income from discontinued operations, net of income tax

 
(92
)
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets
108,302

 
119,512

Depreciation
5,492

 
4,259

Stock-based and long-term incentive compensation
945

 
3,575

Deferred income tax expense
1,324

 
2,104

Gain on disposal of operating assets

 
(21,217
)
Legal settlement reserve

 
28,000

Amortization of debt discount and deferred debt costs
5,994

 
5,415

Bad debt expense
5,623

 
4,987

Loss on goodwill impairment
214,400

 

Other non-cash activity, net
(805
)
 
3,542

Changes in assets and liabilities:
 

 
 

Trade receivables
(5,434
)
 
(3,949
)
Prepaid expenses and other assets
(2,001
)
 
(1,192
)
Subscriber accounts - deferred contract acquisition costs
(2,586
)
 
(1,547
)
Payables and other liabilities
7,623

 
(8,143
)
Operating activities from discontinued operations, net

 
(3,408
)
Net cash provided by operating activities
63,672

 
69,467

Cash flows from investing activities:
 

 
 

Capital expenditures
(8,928
)
 
(5,752
)
Cost of subscriber accounts acquired
(69,695
)
 
(88,287
)
Purchases of marketable securities
(39,022
)
 
(2,626
)
Proceeds from sale of marketable securities
37,841

 
1,057

Proceeds from the disposal of operating assets

 
32,612

Net cash used in investing activities
(79,804
)
 
(62,996
)
Cash flows from financing activities:
 

 
 

Proceeds from long-term debt
105,300

 
95,550

Payments on long-term debt
(95,200
)
 
(82,350
)
Value of shares withheld for share-based compensation
(144
)
 
(431
)
Net cash provided by financing activities
9,956

 
12,769

Net increase (decrease) in cash, cash equivalents and restricted cash
(6,176
)
 
19,240

Cash, cash equivalents and restricted cash at beginning of period
10,465

 
12,319

Cash, cash equivalents and restricted cash at end of period
$
4,289

 
31,559

Supplemental cash flow information:
 

 
 

State taxes paid, net
$
2,710

 
3,105

Interest paid
72,899

 
70,226

Accrued capital expenditures
616

 
493


See accompanying notes to condensed consolidated financial statements.

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ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholders’ Deficit
Amounts in thousands
(unaudited)
 


 
 
 
 
 
 
 
 
Additional Paid-in Capital
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
Total Stockholders' (Deficit) Equity
 
Preferred Stock
 
Common Stock
 
 
Accumulated Deficit
 
 
 
 
Series A
 
Series B
 
Series C
 
 
 
 
Balance at December 31, 2017
$

 
120

 
4

 

 
1,423,899

 
(1,277,118
)
 
(4,233
)
 
142,672

Impact of adoption of Topic 606

 

 

 

 

 
(22,720
)
 

 
(22,720
)
Impact of adoption of ASU 2017-12

 

 

 

 

 
(605
)
 
605

 

Adjusted balance at January 1, 2018

 
120

 
4

 

 
1,423,899

 
(1,300,443
)
 
(3,628
)
 
119,952

Net loss

 

 

 

 

 
(275,205
)
 

 
(275,205
)
Other comprehensive income

 

 

 

 

 

 
16,027

 
16,027

Stock-based compensation

 

 

 

 
969

 

 

 
969

Value of shares withheld for minimum tax liability

 

 

 

 
(144
)
 

 

 
(144
)
Balance at June 30, 2018
$

 
120

 
4

 

 
1,424,724

 
(1,575,648
)
 
12,399

 
(138,401
)
 
See accompanying notes to condensed consolidated financial statements.

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Table of Contents

ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
 
(1)    Basis of Presentation
 
The accompanying Ascent Capital Group, Inc. ("Ascent Capital" or the "Company") condensed consolidated financial statements represent the financial position and results of operations of Ascent Capital and its consolidated subsidiaries.  Monitronics International, Inc. and its consolidated subsidiaries (collectively, "Brinks Home SecurityTM"), are the primary, wholly owned subsidiaries of the Company.  Brinks Home Security provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services, in the United States, Canada and Puerto Rico.  Brinks Home Security customers are obtained through its direct-to-consumer sales channel or its Authorized Dealer network, which provides product and installation services, as well as support to customers. Its direct-to-consumer channel offers both Do-It-Yourself ("DIY") and professional installation security solutions.

The rollout of the Brinks Home Security brand in the second quarter of 2018 included the integration of our business model under a single brand. As part of the integration, we reorganized our business from two reportable segments, "MONI" and "LiveWatch," to one reportable segment, Brinks Home Security. Following the integration, the Company's chief operating decision maker reviews internal financial information on a consolidated Brinks Home Security basis, which excludes corporate Ascent Capital activities and consolidation eliminations not associated with the operation of Brinks Home Security. Total assets related to corporate Ascent Capital activities are $107,885,000 and $113,698,000 as of June 30, 2018 and December 31, 2017, respectively. Net gain (loss) from continuing operations before income taxes related to corporate Ascent Capital activities was $(2,575,000) and $(7,206,000) for the three and six months ended June 30, 2018, as compared to $9,543,000 and $11,559,000 for the three and six months ended June 30, 2017.

The unaudited interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s (the "SEC") Regulation S-X. Accordingly, it does not include all of the information required by generally accepted accounting principles in the United States ("GAAP") for complete financial statements. The Company’s unaudited condensed consolidated financial statements as of June 30, 2018, and for the three and six months ended June 30, 2018 and 2017, include Ascent Capital and all of its direct and indirect subsidiaries. The accompanying interim condensed consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the Ascent Capital Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 5, 2018.

The Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("Topic 606") using the modified retrospective approach on January 1, 2018, at which time it became effective for the Company. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings.

The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12") which amends 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. The Company early adopted ASU 2017-12 effective January 1, 2018, and as such, an opening equity adjustment of $605,000 was recognized that reduced Accumulated deficit, offset by a gain in Accumulated other comprehensive income (loss). This adjustment primarily relates to the derecognition of the cumulative ineffectiveness recorded on the Company's interest rate swap derivative instruments, as well as adjustments to cumulative dedesignation adjustments. The Company does not expect this adoption to have a material impact on its financial position, results of operations or cash flows on an ongoing basis.

The Company early adopted 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.


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The comparative information has not been restated and continues to be reported under the accounting standards in effect during those periods. See note 3, Revenue Recognition and note 5, Goodwill, in the notes to the condensed consolidated financial statements for further discussion.
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses for each reporting period.  The significant estimates made in preparation of the Company’s condensed consolidated financial statements primarily relate to valuation of subscriber accounts, valuation of deferred tax assets and valuation of goodwill. 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.

(2)    Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (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 asset. 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.

(3)    Revenue Recognition

Topic 606 amends and supersedes FASB Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition ("Topic 605"). The core principle of Topic 606 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.

Accounting Policy for Periods Commencing January 1, 2018

Brinks Home Security offers its subscribers professional alarm monitoring services, as well as interactive and home automation services, through equipment at the subscriber's site that communicates with Brinks Home Security’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 Brinks Home Security and the subscriber. The equipment at the site is either obtained independently from Brinks Home Security’s network of third party Authorized Dealers or directly from Brinks Home Security via its direct-to-consumer sales channel. Brinks Home Security also offers equipment sales and installation services and, to its existing subscribers, maintenance services on existing alarm equipment. Brinks Home Security also collects fees for contract monitoring, which are services provided to other security alarm companies for monitoring their accounts on a wholesale basis and other fees from subscribers for late fee or insufficient fund charges.

Revenue under subscriber AMAs is allocated to alarm monitoring revenue and, if applicable, product and installation revenue based on the stand alone selling prices (“SSP”) of each performance obligation as a percentage of the total SSP of all performance obligations. Allocated alarm monitoring revenue is recognized as the monthly service is provided. Allocated product and installation revenue is recognized when the product sale is complete or shipped and the installation service is provided, typically at inception of the AMA. Product and installation revenue is not applicable to AMA's acquired from Authorized Dealers in their initial term. Any cash not received from the subscriber at the time of product sale and installation is recognized as a contract asset at inception of the AMA and is subsequently amortized over the subscriber contract term as a reduction of the amounts billed for professional alarm monitoring, interactive and home automation services. If a subscriber cancels the AMA within the negotiated term, any existing contract asset is determined to be impaired and is immediately expensed in full to Selling, general and administrative expense on the condensed consolidated statement of operations.

Maintenance services are billed and recognized as revenue when the services are completed in the home and agreed to by the subscriber under the subscriber AMA. Contract monitoring fees are recognized as alarm monitoring revenue as the monitoring service is provided. Other fees are recognized as other revenue when billed to the subscriber which coincides with the timing of when the services are provided.


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Disaggregation of Revenue

Revenue is disaggregated by source of revenue as follows (in thousands):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Alarm monitoring revenue
$
124,844

 
136,453

 
$
249,685

 
273,343

Product and installation revenue
9,477

 
3,136

 
17,624

 
6,430

Other revenue
692

 
909

 
1,457

 
1,925

Total Net revenue
$
135,013

 
140,498

 
$
268,766

 
281,698


Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands):
 
June 30, 2018
 
At adoption
Trade receivables, net
$
12,456

 
12,645

Contract assets, net - current portion (a)
13,528

 
14,197

Contract assets, net - long-term portion (b)
12,908

 
10,377

Deferred revenue
12,965

 
12,892

 
(a)        Amount is included in Prepaid and other current assets in the unaudited condensed consolidated balance sheets.
(b)        Amount is included in Other assets in the unaudited condensed consolidated balance sheets.

Changes in Accounting Policies

The Company adopted Topic 606, effective January 1, 2018, using the modified retrospective transition method. Under the modified retrospective transition method, the Company evaluated 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 Brinks Home Security's direct-to-consumer channel or through extensions that would have been recognized in future periods under Topic 605 were recast under Topic 606 as if revenue had been accelerated and recognized in prior periods, as it was allocated to product and installation performance obligations. A contract asset was 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 was recorded as an adjustment to opening retained earnings and, thus, will not be recognized as revenue in future periods as previously required under Topic 605. Therefore, the comparative information has not been adjusted and continues to be reported under Topic 605.

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. Product, installation and service revenue generally was recognized as billed and incurred. Under Topic 606, the Company concluded that certain product and installation services sold or provided to our customers at AMA inception are capable of being distinct and are distinct within the context of the contract. As such, when Brinks Home Security 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 accordingly. The allocation is based on the 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 Brinks Home Security 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 is recognized earlier under Topic 606 than it was recognized under Topic 605, as a portion of that revenue is 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 are not impacted by Topic 606 in their initial term, as the customer contracts for the equipment sale and installation separately with the Authorized Dealer prior to Brinks Home Security

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purchasing the AMA from the Authorized Dealer. Revenue on these customers is 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 Brinks Home Security performs the services.

Topic 606 also requires the deferral of incremental costs of obtaining a contract with a customer. Certain direct and incremental costs were capitalized under Topic 605, including on new AMAs obtained in connection with a subscriber move (“Moves Costs”). Under Topic 606, Moves Costs are expensed as incurred to accompany the allocated revenue recognized upon product and installation performance obligations recognized at the AMA inception. There are no other significant changes in contract costs that are capitalized or the period over which they are expensed.

Impacts on Financial Statements

The significant effects of adopting Topic 606 are changes to Prepaid and other current assets, Subscriber accounts, net, Other assets, net, Net revenue, Cost of services, Selling, general and administrative and Amortization of subscriber accounts for the period beginning January 1, 2018 for AMAs initiated by Brinks Home Security with the customer directly with multiple performance obligations, as a portion of that revenue is allocated to the equipment sale and installation, which is satisfied upon delivery of the product and performance of the installation services at AMA inception.

The following tables summarize the impacts of adopting Topic 606 on the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2018 (in thousands):


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i. Condensed consolidated balance sheets
 
Impact of changes in accounting policies
 
As reported
June 30, 2018
 
Adjustments
 
Balances without adoption of Topic 606
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
4,185

 

 
4,185

Restricted cash
104

 

 
104

Marketable securities, at fair value
105,515

 

 
105,515

Trade receivables, net of allowance for doubtful accounts
12,456

 

 
12,456

Prepaid and other current assets
23,185

 
(13,528
)
 
9,657

Total current assets
145,445

 
(13,528
)
 
131,917

Property and equipment, net of accumulated depreciation
36,603

 

 
36,603

Subscriber accounts and deferred contract acquisition costs, net of accumulated amortization
1,222,485

 
47,452

 
1,269,937

Dealer network and other intangible assets, net of accumulated amortization
1,213

 

 
1,213

Goodwill
349,149

 

 
349,149

Other assets, net
31,707

 
(12,908
)
 
18,799

Total assets
$
1,786,602

 
21,016

 
1,807,618

Liabilities and Stockholders’ (Deficit) Equity
 

 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
12,779

 

 
12,779

Accrued payroll and related liabilities
5,231

 

 
5,231

Other accrued liabilities
56,829

 

 
56,829

Deferred revenue
12,965

 
1,302

 
14,267

Holdback liability
9,740

 

 
9,740

Current portion of long-term debt
11,000

 

 
11,000

Total current liabilities
108,544

 
1,302

 
109,846

Non-current liabilities:
 

 
 
 
 
Long-term debt
1,793,364

 

 
1,793,364

Long-term holdback liability
2,031

 

 
2,031

Derivative financial instruments
3,313

 

 
3,313

Deferred income tax liability, net
14,635

 

 
14,635

Other liabilities
3,116

 

 
3,116

Total liabilities
1,925,003

 
1,302

 
1,926,305

Commitments and contingencies


 

 

Stockholders’ (deficit) equity:
 
 
 
 
 
Preferred stock

 

 

Series A common stock
120

 

 
120

Series B common stock
4

 

 
4

Series C common stock

 

 

Additional paid-in capital
1,424,724

 

 
1,424,724

Accumulated deficit
(1,575,648
)
 
19,714

 
(1,555,934
)
Accumulated other comprehensive income, net
12,399

 

 
12,399

Total stockholders’ (deficit) equity
(138,401
)
 
19,714

 
(118,687
)
Total liabilities and stockholders’ (deficit) equity
$
1,786,602

 
21,016

 
1,807,618



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ii. Condensed consolidated statements of operations and comprehensive income (loss)
 
Impact of changes in accounting policies
 
As reported
three months ended
June 30, 2018
 
Adjustments
 
Balances without adoption of Topic 606
Net revenue
$
135,013

 
(2,445
)
 
132,568

Operating expenses:
 
 
 
 
 
Cost of services
33,047

 
(1,596
)
 
31,451

Selling, general and administrative, including stock-based and long-term incentive compensation
34,387

 
(30
)
 
34,357

Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets
53,891

 
1,880

 
55,771

Depreciation
2,871

 

 
2,871

Loss on goodwill impairment
214,400

 

 
214,400

 
338,596

 
254

 
338,850

Operating loss
(203,583
)
 
(2,699
)
 
(206,282
)
Other expense (income), net:
 

 
 
 
 
Interest income
(774
)
 

 
(774
)
Interest expense
40,422

 

 
40,422

Other income, net
(211
)
 

 
(211
)
 
39,437

 

 
39,437

Loss before income taxes
(243,020
)
 
(2,699
)
 
(245,719
)
Income tax expense
1,347

 

 
1,347

Net loss
(244,367
)
 
(2,699
)
 
(247,066
)
Other comprehensive income (loss):
 

 
 
 
 
Unrealized holding loss on marketable securities, net
(823
)
 

 
(823
)
Unrealized gain on derivative contracts, net
5,521

 

 
5,521

Total other comprehensive income, net of tax
4,698

 

 
4,698

Comprehensive loss
$
(239,669
)
 
(2,699
)
 
(242,368
)


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Impact of changes in accounting policies
 
As reported
six months ended
June 30, 2018
 
Adjustments
 
Balances without adoption of Topic 606
Net revenue
$
268,766

 
(2,770
)
 
265,996

Operating expenses:
 

 
 
 
 
Cost of services
65,748

 
(3,518
)
 
62,230

Selling, general and administrative, including stock-based and long-term incentive compensation
71,793

 
(9
)
 
71,784

Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets
108,302

 
3,763

 
112,065

Depreciation
5,492

 

 
5,492

Loss on goodwill impairment
214,400

 

 
214,400

 
465,735

 
236

 
465,971

Operating loss
(196,969
)
 
(3,006
)
 
(199,975
)
Other expense (income), net:
 

 
 
 
 
Interest income
(1,255
)
 

 
(1,255
)
Interest expense
79,074

 

 
79,074

Other income, net
(2,276
)
 

 
(2,276
)
 
75,543

 

 
75,543

Loss before income taxes
(272,512
)
 
(3,006
)
 
(275,518
)
Income tax expense
2,693

 

 
2,693

Net loss
(275,205
)
 
(3,006
)
 
(278,211
)
Other comprehensive income (loss):
 

 
 
 
 
Unrealized holding loss on marketable securities, net
(3,900
)
 

 
(3,900
)
Unrealized gain on derivative contracts, net
19,927

 

 
19,927

Total other comprehensive income, net of tax
16,027

 

 
16,027

Comprehensive loss
$
(259,178
)
 
(3,006
)
 
(262,184
)


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iii. Condensed consolidated statements of cash flows
 
Impact of changes in accounting policies
 
As reported
six months ended
June 30, 2018
 
Adjustments
 
Balances without adoption of Topic 606
Cash flows from operating activities:
 
 
 
 
 
Net loss
$
(275,205
)
 
(3,006
)
 
(278,211
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 

 
 
 
 
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets
108,302

 
3,763

 
112,065

Depreciation
5,492

 

 
5,492

Stock-based and long-term incentive compensation
945

 

 
945

Deferred income tax expense
1,324

 

 
1,324

Amortization of debt discount and deferred debt costs
5,994

 

 
5,994

Bad debt expense
5,623

 

 
5,623

Goodwill impairment
214,400

 

 
214,400

Other non-cash activity, net
(805
)
 

 
(805
)
Changes in assets and liabilities:
 

 
 
 
 
Trade receivables
(5,434
)
 

 
(5,434
)
Prepaid expenses and other assets
(2,001
)
 
3,164

 
1,163

Subscriber accounts - deferred contract acquisition costs
(2,586
)
 
89

 
(2,497
)
Payables and other liabilities
7,623

 
(783
)
 
6,840

Net cash provided by operating activities
63,672

 
3,227

 
66,899

Cash flows from investing activities:
 

 
 
 
 
Capital expenditures
(8,928
)
 

 
(8,928
)
Cost of subscriber accounts acquired
(69,695
)
 
(3,227
)
 
(72,922
)
Purchases of marketable securities
(39,022
)
 

 
(39,022
)
Proceeds from sale of marketable securities
37,841

 

 
37,841

Net cash used in investing activities
(79,804
)
 
(3,227
)
 
(83,031
)
Cash flows from financing activities:
 

 
 
 
 
Proceeds from long-term debt
105,300

 

 
105,300

Payments on long-term debt
(95,200
)
 

 
(95,200
)
Value of shares withheld for share-based compensation
(144
)
 

 
(144
)
Net cash provided by financing activities
9,956

 

 
9,956

Net decrease in cash, cash equivalents and restricted cash
(6,176
)
 

 
(6,176
)
Cash, cash equivalents and restricted cash at beginning of period
10,465

 

 
10,465

Cash, cash equivalents and restricted cash at end of period
$
4,289

 

 
4,289




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(4)    Investments in Marketable Securities
 
Ascent Capital owns marketable securities primarily consisting of diversified corporate bond funds. The following table presents a summary of amounts recorded on the condensed consolidated balance sheets (amounts in thousands):
 
 
As of June 30, 2018
 
 
Cost Basis
 
Unrealized Gains
 
Unrealized Losses
 
Total
Mutual funds (a)
 
$
106,190

 

 
(675
)
 
105,515

Ending balance
 
$
106,190

 

 
(675
)
 
105,515

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
Cost Basis
 
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

 
(a)
Primarily consists of corporate bond funds.

The following table provides the realized and unrealized investment gains and losses recognized in the condensed consolidated statements of operations (amounts in thousands):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net gains and (losses) recognized during the period on trading securities
$
(612
)
 
(3
)
 
$
(1,624
)
 
3

Less: Net gains and (losses) recognized during the period on trading securities sold during the period
(1,329
)
 
(3
)
 
(303
)
 
3

Unrealized gains and (losses) recognized during the reporting period on trading securities still held at the reporting date
$
717

 

 
$
(1,321
)
 


(5)    Goodwill

The following table provides the activity and balances of goodwill by reporting unit (amounts in thousands):
 
 
MONI
 
LiveWatch
 
Brinks Home
Security
 
Total
Balance at 12/31/2017
 
$
527,502

 
$
36,047

 
$

 
$
563,549

Goodwill impairment
 
(214,400
)
 

 

 
(214,400
)
Reporting unit reallocation
 
(313,102
)
 
(36,047
)
 
349,149

 

Balance at 6/30/2018
 
$

 
$

 
$
349,149

 
$
349,149

 
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.

As of May 31, 2018, the Company determined that a triggering event had occurred due to a sustained decrease in the Company's share price. In response to the triggering event, the Company performed a quantitative impairment test for both the MONI and LiveWatch reporting units. Fair value was determined using a combination of the income-based approach (using a discount rate of 8.50%) and market-based approach for the MONI reporting unit and an income-based approach (using a discount rate of 8.50%) for the LiveWatch reporting unit. Based on the analysis, the fair value of the LiveWatch reporting unit substantially exceeded its carrying value, while the carrying amount for the MONI reporting unit exceeded its estimated fair value, which indicated an impairment at the MONI reporting unit.

The Company early adopted ASU 2017-04, which eliminated Step 2 from the goodwill impairment test, and as such, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. Applying

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this methodology, we recorded an impairment charge of $214,400,000 for the MONI reporting unit during the three months ended June 30, 2018. Factors leading to the impairment are primarily the experience of overall lower account acquisition in recent periods. Using this information, we adjusted the growth outlook for the MONI reporting unit, which resulted in reductions in future cash flows and a lower fair value calculation under the income-based approach. Additionally, decreases in observable market share prices for comparable companies in the quarter reduced the fair value calculated under the market-based approach.

In early June 2018, the reportable segments known as MONI and LiveWatch were combined and presented as Brinks Home Security. Refer to Note 1, Basis of Presentation, for further discussion on the change in reportable segments. As a result of the change in reportable segments, goodwill assigned to these former reporting units of $313,102,000 and $36,047,000, for MONI and LiveWatch, respectively, have been reallocated and combined as of June 30, 2018 under the Brinks Home Security reporting unit.

(6)    Other Accrued Liabilities
 
Other accrued liabilities consisted of the following (amounts in thousands):
 
June 30,
2018
 
December 31,
2017
Interest payable
$
15,697

 
$
15,927

Income taxes payable
1,601

 
2,950

Legal settlement reserve (a)
23,000

 
23,000

Other
16,531

 
10,452

Total Other accrued liabilities
$
56,829

 
$
52,329

 
(a)        See note 12, Commitments, Contingencies and Other Liabilities, for further information.

(7)    Long-Term Debt
 
Long-term debt consisted of the following (amounts in thousands):
 
June 30,
2018
 
December 31,
2017
Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 9.0%
$
85,019

 
$
82,614

Brinks Home Security 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.5%
580,392

 
580,159

Brinks Home Security term loan, matures September 30, 2022, LIBOR plus 5.50%, subject to a LIBOR floor of 1.00%, with an effective rate of 8.0%
1,056,465

 
1,059,598

Brinks Home Security $295 million revolving credit facility, matures September 30, 2021, LIBOR plus 4.00%, subject to a LIBOR floor of 1.00%, with an effective rate of 5.7%
82,488

 
66,673

 
1,804,364

 
1,789,044

Less current portion of long-term debt
(11,000
)
 
(11,000
)
Long-term debt
$
1,793,364

 
$
1,778,044


Ascent Capital Convertible Senior Notes
 
The Ascent Capital 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.

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

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combination thereof at Ascent Capital's election. In addition, Noteholders have the right to submit Convertible Notes for conversion, subject to the satisfaction of certain conditions, in the event of certain corporate transactions.

In the event of a fundamental change (as such term is defined in the indenture governing the Convertible Notes) at any time prior to the maturity date, each Noteholder shall have the right, at such Noteholder’s option, to require Ascent Capital to repurchase for cash any or all of such Noteholder’s Convertible Notes on the repurchase date specified by Ascent Capital at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, including unpaid additional interest, if any, unless the repurchase date occurs after an interest record date and on or prior to the related interest payment date, as specified in the indenture.

The Convertible Notes are within the scope of FASB ASC Subtopic 470-20, Debt with Conversion and Other Options, and as such are required to be separated into a liability and equity component. The carrying amount of the liability component is calculated by measuring the fair value of a similar liability (including any embedded features other than the conversion option) that does not have an associated conversion option. The carrying amount of the equity component is determined by deducting the fair value of the liability component from the initial proceeds ascribed to the Convertible Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, treated as a debt discount, is amortized to interest cost over the expected life of a similar liability that does not have an associated conversion option using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification as prescribed in FASB ASC Subtopic 815-40, Contracts in an Entity’s Own Equity

The Convertible Notes are presented on the consolidated balance sheet as follows (amounts in thousands):
 
As of
June 30,
2018
 
As of
December 31,
2017
Principal
$
96,775

 
$
96,775

Unamortized discount
(11,011
)
 
(13,263
)
Deferred debt costs
(745
)
 
(898
)
Carrying value
$
85,019

 
$
82,614

 
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 $968,000 and $1,936,000 for both of the three and six months ended June 30, 2018 and 2017. The Company amortized $1,224,000 and $2,405,000 of the Convertible Notes debt discount and deferred debt costs into interest expense for the three and six months ended June 30, 2018, compared to $1,065,000 and $2,092,000 for the three and six months ended June 30, 2017.
 
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

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with respect to the Series A 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.

Brinks Home Security Senior Notes

The Brinks Home Security 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 Brinks Home Security’s existing domestic subsidiaries.  Ascent Capital has not guaranteed any of Brinks Home Security's obligations under the Senior Notes. As of June 30, 2018, the Senior Notes had deferred financing costs and unamortized premium, net of accumulated amortization of $4,608,000.

Brinks Home Security Credit Facility

On September 30, 2016, Brinks Home Security 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 $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").

As of June 30, 2018, the Credit Facility term loan has a principal amount of $1,080,750,000, 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 $84,100,000 as of June 30, 2018 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 June 30, 2018, $210,900,000 is available for borrowing under the Credit Facility revolver subject to certain financial covenants.

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 Brinks Home Security is unable to refinance the Senior Notes by that date. In addition, if Brinks Home Security is unable to repay or refinance the Senior Notes prior to the filing with the SEC of their Annual Report on Form 10-K for the year ended December 31, 2018, they may be subject to a going concern qualification in connection with their audit, which would be an event of default under the Credit Facility. At any time after the occurrence of an event of default under the Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Credit Facility immediately due and payable and terminate any commitment to make further loans under the Credit Facility. 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 Brinks Home Security and all of its existing subsidiaries and is guaranteed by all of Brinks Home Security's existing domestic subsidiaries.  Ascent Capital has not guaranteed any of Brinks Home Security's obligations under the Credit Facility.
 
As of June 30, 2018, Brinks Home Security has deferred financing costs and unamortized discounts, net of accumulated amortization, of $25,897,000 related to the Credit Facility.
 
In order to reduce the financial risk related to changes in interest rates associated with the floating rate term loan under the Credit Facility term loan, Brinks Home Security 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, Brinks Home Security's effective weighted average interest rate (excluding the impacts of non-cash amortization of deferred debt costs and discounts) on the borrowings under the Credit Facility term loan was 7.98% as of June 30, 2018. See note 8, Derivatives, for further disclosures related to these derivative instruments. 
 
The terms of the Convertible Notes, the Senior Notes and the Credit Facility provide for certain financial and nonfinancial covenants.  As of June 30, 2018, the Company was in compliance with all required covenants under these financing arrangements.

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As of June 30, 2018, 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):
Remainder of 2018
$
5,500

2019
11,000

2020
692,775

2021
95,100

2022
1,042,250

2023

Thereafter

Total principal payments
1,846,625

Less:


Unamortized deferred debt costs, discounts and premium, net
42,261

Total debt on condensed consolidated balance sheet
$
1,804,364


(8)    Derivatives

Brinks Home Security utilizes Swaps to reduce the interest rate risk inherent in Brinks Home Security'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 9, Fair Value Measurements, for additional information about the credit valuation adjustments.

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).  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 as a reduction of Interest expense in the coming 12 months total approximately $474,000.

As of June 30, 2018, 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
$
190,490,554

 
March 23, 2018
 
April 9, 2022
 
3.110%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a)
248,750,000

 
March 23, 2018
 
April 9, 2022
 
3.110%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a)
49,750,000

 
March 23, 2018
 
April 9, 2022
 
2.504%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor
375,115,000

 
March 23, 2018
 
September 30, 2022
 
1.833%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor
 
(a) 
On September 30, 2016, Brinks Home Security 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, Brinks Home Security 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.


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The impact of the derivatives designated as cash flow hedges on the condensed consolidated financial statements is depicted below (amounts in thousands):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Effective portion of gain (loss) recognized in Accumulated other comprehensive income (loss)
$
5,096

 
(7,243
)
 
$
18,764

 
(7,976
)
Effective portion of loss reclassified from Accumulated other comprehensive income (loss) into Net loss (a)
$
(425
)
 
(1,466
)
 
$
(1,163
)
 
(3,248
)
Ineffective portion of amount of loss recognized into Net loss (a)
$

 
(110
)
 
$

 
(92
)
 
(a)        Amounts are included in Interest expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Upon the adoption of ASU 2017-12 on January 1, 2018, ineffectiveness is no longer measured or recognized.

(9)    Fair Value Measurements
 
According to the FASB ASC Topic 820, Fair Value Measurement, fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories:
 
Level 1 - Quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active or inactive markets and valuations derived from models where all significant inputs are observable in active markets.
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable in any market.

The following summarizes the fair value level of assets and liabilities that are measured on a recurring basis at June 30, 2018 and December 31, 2017 (amounts in thousands): 
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2018
 

 
 

 
 

 
 

Investments in marketable securities (a)
$
105,515

 

 

 
105,515

Interest rate swap agreements - assets (b)

 
16,166

 

 
16,166

Interest rate swap agreements - liabilities (b)

 
(3,313
)
 

 
(3,313
)
Total
$
105,515

 
12,853

 

 
118,368

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

 
(a)
Level 1 investments primarily consist of diversified corporate bond funds.
(b)
Swap asset values are included in non-current Other assets and Swap liability values are included in non-current Derivative financial instruments on the condensed consolidated balance sheets.
 
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.

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Carrying values and fair values of financial instruments that are not carried at fair value are as follows (amounts in thousands):
 
June 30, 2018
 
December 31, 2017
Long term debt, including current portion:
 

 
 

Carrying value
$
1,804,364

 
1,789,044

Fair value (a)
1,542,944

 
1,709,342

 
(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.


(10)    Stockholders’ Equity
 
Common Stock
 
The following table presents the activity in Series A Common Stock and Ascent Capital's Series B Common Stock, par value $0.01 per share (the "Series B Common Stock"), for the six months ended June 30, 2018:
 
Series A
Common Stock
 
Series B
Common Stock
Balance at December 31, 2017
11,999,630

 
381,528

Issuance of stock awards
64,189

 

Restricted stock canceled for tax withholding
(31,449
)
 

Balance at June 30, 2018
12,032,370

 
381,528

 
Accumulated Other Comprehensive Income (Loss)
 
The following table provides a summary of the changes in Accumulated other comprehensive income (loss) for the period presented (amounts in thousands):
 
Foreign
Currency
Translation
Adjustments
 
Unrealized
 Holding
 Gains and 
Losses on
Marketable
Securities, net
 
Unrealized
 Gains and
Losses on
 Derivative
Instruments, net (a)
 
Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2017
$
(758
)
 
3,900

 
(7,375
)
 
(4,233
)
Impact of adoption of ASU 2017-12

 

 
605

 
605

Adjusted balance at January 1, 2018
(758
)
 
3,900

 
(6,770
)
 
(3,628
)
Gain (loss) through Accumulated other comprehensive income (loss), net of income tax of $0

 
(1,625
)
 
18,764

 
17,139

Reclassifications of loss (gain) into Net loss, net of income tax of $0

 
(2,275
)
 
1,163

 
(1,112
)
Net current period Other comprehensive income (loss)

 
(3,900
)
 
19,927

 
16,027

Balance at June 30, 2018
$
(758
)
 

 
13,157

 
12,399

 
(a)
Amounts reclassified into net loss are included in Interest expense on the condensed consolidated statement of operations.  See note 8, Derivatives, for further information.


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(11)    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 shares of Series A and Series B Common Stock outstanding for the period.  Diluted EPS is computed by dividing net income (loss) by the sum of the weighted average number of shares of Series A and Series B Common Stock outstanding and the effect of dilutive securities, including the Company's outstanding stock options, unvested restricted stock and restricted stock units.

For all periods presented, diluted EPS is computed the same as basic EPS because the Company recorded a loss from continuing operations, which would make potentially dilutive securities anti-dilutive. Diluted shares outstanding excluded an aggregate of 624,024 unvested restricted shares and performance units for the three and six months ended June 30, 2018 because their inclusion would have been anti-dilutive. Diluted shares outstanding excluded an aggregate of 344,037 unvested restricted shares and performance units for the three and six months ended June 30, 2017 because their inclusion would have been anti-dilutive.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Weighted average number of shares of Series A and Series B Common Stock
12,327,387

 
12,168,582

 
12,313,233

 
12,151,417


(12)    Commitments, Contingencies and Other Liabilities
 
Brinks Home Security 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) of 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 Brinks Home Security Authorized Dealer, or any Authorized Dealer’s lead generator or sub-dealer. In the second quarter of 2017, Brinks Home Security and the plaintiffs agreed to settle this litigation for $28,000,000 ("the Settlement Amount"). Brinks Home Security 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, Brinks Home Security 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.


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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, marketing and operating strategies, integration of acquired businesses, new service offerings, the availability of debt refinancing, financial prospects and anticipated sources and uses of capital. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:
 
general business conditions and industry trends;
macroeconomic conditions and their effect on the general economy and on the U.S. housing market, in particular single family homes, which represent Brinks Home Security's largest demographic;
uncertainties in the development of our business strategies, including the rebranding to Brinks Home Security and market acceptance of new products and services;
the competitive environment in which Brinks Home Security operates, in particular, increasing competition in the alarm monitoring industry from larger existing competitors and new market entrants, including technology, telecommunications and cable companies;
the development of new services or service innovations by competitors;
Brinks Home Security's ability to acquire and integrate additional accounts, including competition for dealers with other alarm monitoring companies which could cause an increase in expected subscriber acquisition costs;
integration of acquired assets and businesses;
the regulatory environment in which we operate, including the multiplicity of jurisdictions, state and federal consumer protection laws and licensing requirements to which Brinks Home Security and/or its dealers are subject and the risk of new regulations, such as the increasing adoption of "false alarm" ordinances;
technological changes which could result in the obsolescence of currently utilized technology with the need for significant upgrade expenditures;
the trend away from the use of public switched telephone network lines and the resultant increase in servicing costs associated with alternative methods of communication;
the operating performance of Brinks Home Security's network, including the potential for service disruptions at both the main monitoring facility and back-up monitoring facility due to acts of nature or technology deficiencies, and the potential of security breaches related to network or customer information;
the outcome of any pending, threatened, or future litigation, including potential liability for failure to respond adequately to alarm activations;
the ability to continue to obtain insurance coverage sufficient to hedge our risk exposures, including as a result of acts of third parties and/or alleged regulatory violations;
changes in the nature of strategic relationships with original equipment manufacturers, dealers and other Brinks Home Security business partners;
the reliability and creditworthiness of Brinks Home Security's independent alarm systems dealers and subscribers;
changes in Brinks Home Security's expected rate of subscriber attrition;
the availability and terms of capital, including the ability of Brinks Home Security to refinance its existing debt or obtain future financing to grow its business;
Brinks Home Security's high degree of leverage and the restrictive covenants governing its indebtedness; and
availability of qualified personnel.

For additional risk factors, please see Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K") and Part II, Item 1A, Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and this Quarterly Report on Form 10-Q.  These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
 
The following discussion and analysis provides information concerning our results of operations and financial condition.  This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto included elsewhere herein and the 2017 Form 10-K.


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Overview
 
Ascent Capital Group, Inc. ("Ascent Capital" or the "Company") is a holding company and its assets primarily consist of its wholly-owned subsidiary, Monitronics International, Inc. and its operating subsidiaries (collectively, "Brinks Home Security"). Brinks Home Security provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services, in the United States, Canada and Puerto Rico. Brinks Home Security customers are obtained through its direct-to-consumer sales channel or its Authorized Dealer network, which provides product and installation services, as well as support to customers. Its direct-to-consumer channel offers both Do-It-Yourself ("DIY") and professional installation security solutions.

The rollout of the Brinks Home Security brand in the second quarter of 2018 included the integration of our business model under a single brand. As part of the integration, we reorganized our business from two reportable segments, "MONI" and "LiveWatch," to one reportable segment, Brinks Home Security. Following the integration, the Company's chief operating decision maker reviews internal financial information on a consolidated basis. The change in reportable segments had no impact on our previously reported historical condensed consolidated financial statements.

Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("Topic 606") using the modified retrospective approach, which means the standard is applied to only the current period. Any significant impact as a result of this adoption is discussed in the results of operations detail below. See note 3, Revenue Recognition, in the notes to the accompanying condensed consolidated financial statements for further discussion.

The Company early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04") which requires a goodwill impairment to be recognized as the difference of the fair value and the carrying value. See note 5, Goodwill, in the notes to the accompanying condensed consolidated financial statements for further discussion.

The Company also adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12") which simplifies the application of hedge accounting guidance. The standard was early adopted effective January 1, 2018, and an opening equity adjustment of $605,000 was recognized that reduced Accumulated deficit, offset by a gain in Accumulated other comprehensive income (loss). There was no material impact as a result of this adoption to the results of operations detail below. See note 1, Basis of Presentation, in the notes to the accompanying condensed consolidated financial statements for further discussion.

Attrition
 
Account cancellation, otherwise referred to as subscriber attrition, has a direct impact on the number of subscribers that Brinks Home Security services and on its financial results, including revenues, operating income and cash flow.  A portion of the subscriber base can be expected to cancel its service every year. Subscribers may choose not to renew or to terminate their contract for a variety of reasons, including relocation, cost, switching to a competitor's service and limited use by the subscriber and thus low perceived value.  The largest categories of canceled accounts relate to subscriber relocation or the inability to contact the subscriber.  Brinks Home Security defines its attrition rate as the number of canceled accounts in a given period divided by the weighted average of number of subscribers for that period.  Brinks Home Security considers an account canceled if payment from the subscriber is deemed uncollectible or if the subscriber cancels for various reasons.  If a subscriber relocates but continues its service, this is not a cancellation.  If the subscriber relocates, discontinues its service and a new subscriber takes over the original subscriber's service continuing the revenue stream, this is also not a cancellation.  Brinks Home Security adjusts the number of canceled accounts by excluding those that are contractually guaranteed by its dealers.  The typical dealer contract provides that if a subscriber cancels in the first year of its contract, the dealer must either replace the canceled account with a new one or refund to Brinks Home Security the cost paid to acquire the contract. To help ensure the dealer's obligation to Brinks Home Security, Brinks Home Security typically maintains a dealer funded holdback reserve ranging from 5-8% of subscriber accounts in the guarantee period.  In some cases, the amount of the holdback liability is less than actual attrition experience.


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The table below presents subscriber data for the twelve months ended June 30, 2018 and 2017:
 
 
Twelve Months Ended
June 30,
 
 
2018
 
2017
Beginning balance of accounts
 
1,020,923

 
1,074,922

Accounts acquired
 
98,561

 
114,955

Accounts canceled (b)
 
(158,233
)
 
(161,622
)
Canceled accounts guaranteed by dealer and other adjustments (a) (b)
 
(5,398
)

(7,332
)
Ending balance of accounts
 
955,853

 
1,020,923

Monthly weighted average accounts
 
980,008

 
1,047,754

Attrition rate - Unit (b)
 
16.1
%
 
15.4
%
Attrition rate - RMR (b) (c)
 
13.6
%
 
14.0
%
 
(a)
Includes canceled accounts that are contractually guaranteed to be refunded from holdback.
(b)
Accounts canceled for the twelve months ending June 30, 2017 were recast to include an estimated 6,653 accounts included in Brinks Home Security's Radio Conversion Program that canceled in excess of their expected attrition.
(c)
The recurring monthly revenue ("RMR") of canceled accounts follows the same definition as subscriber unit attrition as noted above. RMR attrition is defined as the RMR of canceled accounts in a given period, adjusted for the impact of price increases or decreases in that period, divided by the weighted average of RMR for that period.
 
The unit attrition rate for the twelve months ended June 30, 2018 and 2017 was 16.1% and 15.4%, respectively. Contributing to the increase in the unit attrition rate was the relative proportion of the number of new customers under contract or in the dealer guarantee period in the twelve months ended June 30, 2018, as compared to the prior year period. The RMR attrition rate for the twelve months ended June 30, 2018 and 2017 was 13.6% and 14.0%, respectively. The decrease in the RMR attrition rate for the twelve months ended June 30, 2018 was due to Brinks Home Security's more aggressive price increase strategy. There was also a modest increase to attrition attributed to subscriber losses related to the impacts of Hurricane Maria on Brinks Home Security's Puerto Rico customer base. See Impact from Natural Disasters below for further information.

Brinks Home Security analyzes its attrition by classifying accounts into annual pools based on the year of acquisition.  Brinks Home Security then tracks the number of accounts that cancel as a percentage of the initial number of accounts acquired for each pool for each year subsequent to its acquisition.  Based on the average cancellation rate across the pools, Brinks Home Security's attrition rate is very low within the initial 12 month period after considering the accounts which were replaced or refunded by the dealers at no additional cost to Brinks Home Security. Over the next few years of the subscriber account life, the number of subscribers that cancel as a percentage of the initial number of subscribers in that pool gradually increases and historically has peaked following the end of the initial contract term, which is typically three to five years.  Subsequent to the peak following the end of the initial contract term, the number of subscribers that cancel as a percentage of the initial number of subscribers in that pool declines.

Accounts Acquired
 
During the three months ended June 30, 2018 and 2017, Brinks Home Security acquired 37,383 and 26,782 subscriber accounts, respectively, through its dealer and direct sales channels. During the six months ended June 30, 2018 and 2017, Brinks Home Security acquired 58,930 and 56,158 subscriber accounts, respectively, through its dealer and direct sales channels. Accounts acquired for the three and six months ended June 30, 2018 reflect bulk buys of approximately 10,600 and 10,900 accounts, respectively. Accounts acquired for the three and six months ended June 30, 2017 reflect bulk buys of approximately 450 and 3,450 accounts, respectively. The increase in accounts acquired for the three and six months is due to bulk buys and year over year growth in the direct-to-consumer sales channel. The increase was partially offset by year over year decline in accounts acquired from the dealer channel.

RMR acquired during the three months ended June 30, 2018 and 2017 was $1,759,000 and $1,304,000, respectively. RMR acquired during the six months ended June 30, 2018 and 2017 was $2,745,000 and $2,740,000, respectively.


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Table of Contents

Strategic Initiatives

Given the recent decreases in the generation of new subscriber accounts in Brinks Home Security's dealer channel and trends in subscriber attrition, it has implemented several initiatives related to account growth, creation costs, attrition and margin improvements.

Account Growth

Brinks Home Security believes that generating account growth at a reasonable cost is essential to scaling its business and generating shareholder value. In recent years, acquisition of new subscriber accounts through its dealer channel has declined due to the attrition of large dealers, efforts to acquire new accounts from dealers at lower purchases prices, changes in consumer buying behavior and increased competition from technology, telecommunications and cable companies in the market. Brinks Home Security currently has several initiatives in place to improve account growth, which include:

Enhancing its brand recognition with consumers, which was recently bolstered by the rebranding to Brinks Home Security,
Recruiting high quality dealers into the Brinks Home Security Authorized Dealer Program,
Assisting new and existing dealers with training and marketing initiatives to increase productivity,
Acquiring bulk accounts to supplement account generation,
Offering third party equipment financing to consumers which is expected to assist in driving account growth at lower creation costs, and
Growing the direct-to-consumer sales channel under the Brinks Home Security brand.

Creation Costs

Brinks Home Security also considers the management of creation costs to be a key driver in improving its financial results, as lower creation costs would improve its profitability and cash flows. The initiatives related to managing creation costs include:

Growing the direct-to-consumer sales channel with expected lower creation cost multiples, and
Negotiating lower subscriber account purchase price multiples in its dealer channel.

In addition, Brinks Home Security expects that new customers who subscribe to its services through its partnership with Nest will also contribute to lower creation cost multiples as it is expected that Nest equipment will be purchased up front by the consumer as opposed to subsidized by Brinks Home Security.

Attrition

Brinks Home Security has also experienced higher subscriber attrition rates in the past few years. While there are a number of factors impacting its attrition rate, Brinks Home Security expects subscriber cancellations relating to a number of subscriber accounts that were acquired in bulk purchases during 2012 and 2013 from Pinnacle Security to decrease in the future.

Notwithstanding the anticipated decrease in future cancellations for these specific subscriber accounts, Brinks Home Security has continued to develop its efforts to manage subscriber attrition, which it believes will help drive increases in its subscriber base and shareholder value. Brinks Home Security currently has several initiatives in place to reduce subscriber attrition, which include:

Maintaining high customer service levels,
Using predictive modeling to identify subscribers with a higher risk of cancellation and engaging with these subscribers to obtain contract extensions on terms favorable to Brinks Home Security, and
Implementing effective pricing strategies.

Margin Improvement

Brinks Home Security has also adopted initiatives to reduce expenses and improve its financial results, which include:

Reducing its operating costs by right sizing the cost structure to the business and leveraging its scale,
Implementing more sophisticated purchasing techniques, and
Increasing use of automation.


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While the uncertainties related to the successful implementation of the foregoing initiatives could impact Brinks Home Security's ability to achieve net profitability and positive cash flows in the near term, Brinks Home Security believes it will position itself to improve its operating performance, increase cash flows and create shareholder value over the long-term.

Impact from Natural Disasters

Hurricanes Harvey, Irma and Maria, made landfall in Texas, Florida and Puerto Rico, respectively, in the third quarter of 2017. Brinks Home Security had approximately 38,000, 55,000 and 36,000 subscribers in areas impacted by Harvey, Irma and Maria, respectively. In the fourth quarter of 2017, Brinks Home Security recognized $2,000,000 in revenue credits or refunds to subscribers due to service interruptions or other customer service incentives to retain subscribers impacted from these natural disasters. A vast majority of these credits were issued to subscribers in Puerto Rico, where damage from the hurricanes had been the most severe and widespread.

In the first half of 2018, Brinks Home Security recognized $1,250,000 in hurricane related revenue credits, substantially all due to continued customer service retention efforts on Puerto Rico subscribers. There continues to be a modest increase to last twelve months' attrition related to these events. As recovery from Hurricane Maria in Puerto Rico is still ongoing, Brinks Home Security may continue to experience increased revenue credits or refunds, field service costs and higher attrition in future periods. However, the extent to which we may experience these impacts cannot currently be estimated. We will continue to assess the impact of these events.

Adjusted EBITDA
 
We evaluate the performance of our operations based on financial measures such as revenue and "Adjusted EBITDA." Adjusted EBITDA is defined as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization (including the amortization of subscriber accounts, dealer network and other intangible assets), restructuring charges, stock-based compensation, and other non-cash or non-recurring charges.  Ascent Capital believes that Adjusted EBITDA is an important indicator of the operational strength and performance of its business, including the business' ability to fund its ongoing acquisition of subscriber accounts, its capital expenditures and to service its debt.  In addition, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance.  Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate the financial performance of companies in the security alarm monitoring industry and is one of the financial measures, subject to certain adjustments, by which Brinks Home Security's covenants are calculated under the agreements governing its debt obligations.  Adjusted EBITDA does not represent cash flow from operations as defined by generally accepted accounting principles in the United States ("GAAP"), should not be construed as an alternative to net income or loss and is indicative neither of our results of operations nor of cash flows available to fund all of our cash needs.  It is, however, a measurement that Ascent Capital believes is useful to investors in analyzing its operating performance.  Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP.  Adjusted EBITDA is a non-GAAP financial measure.  As companies often define non-GAAP financial measures differently, Adjusted EBITDA as calculated by Ascent Capital should not be compared to any similarly titled measures reported by other companies.


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Table of Contents

Results of Operations
 
The following table sets forth selected data from the accompanying condensed consolidated statements of operations and comprehensive income (loss) for the periods indicated (dollar amounts in thousands).
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net revenue
$
135,013

 
140,498

 
$
268,766

 
281,698

Cost of services
33,047

 
29,617

 
65,748

 
59,586

Selling, general and administrative, including stock-based and long-term incentive compensation
34,387

 
64,771

 
71,793

 
101,016

Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets
53,891

 
59,965

 
108,302

 
119,512

Interest expense
40,422

 
38,165

 
79,074

 
75,651

Income tax expense from continuing operations
1,347

 
4,661

 
2,693

 
6,475

Net loss from continuing operations
(244,367
)
 
(43,526
)
 
(275,205
)
 
(62,471
)
Net loss
(244,367
)
 
(43,526
)
 
(275,205
)
 
(62,379
)
 
 
 
 
 
 
 
 
Adjusted EBITDA (a)
 

 
 

 
 
 
 
Brinks Home Security business Adjusted EBITDA
$
72,159

 
80,654

 
$
142,198

 
162,876

Corporate Adjusted EBITDA
(2,759
)
 
(2,918
)
 
(3,929
)
 
(5,140
)
Total Adjusted EBITDA
$
69,400

 
77,736

 
$
138,269

 
157,736

Adjusted EBITDA as a percentage of Net revenue
 

 
 

 
 
 
 
Brinks Home Security business
53.4
 %

57.4
 %
 
52.9
 %
 
57.8
 %
Corporate
(2.0
)%
 
(2.1
)%
 
(1.5
)%
 
(1.8
)%
 
 
 
 
 
 
 
 
Expensed Subscriber acquisition costs, net
 
 
 
 
 
 
 
Gross subscriber acquisition costs
$
13,135

 
9,450

 
$
24,825

 
18,483

Revenue associated with subscriber acquisition costs
(1,255
)
 
(1,251
)
 
(2,767
)
 
(2,643
)
Expensed Subscriber acquisition costs, net
$
11,880

 
8,199

 
$
22,058

 
15,840


(a) 
See reconciliation of Net loss from continuing operations to Adjusted EBITDA below.

Net revenue.  Net revenue decreased $5,485,000, or 3.9%, and $12,932,000, or 4.6%, for the three and six months ended June 30, 2018, respectively, as compared to the corresponding prior year periods. The decrease in net revenue is attributable to the lower average number of subscribers in 2018. This decrease was partially offset by an increase in average RMR per subscriber due to certain price increases enacted during the past twelve months. Average RMR per subscriber increased from $43.84 as of June 30, 2017 to $45.01 as of June 30, 2018. In addition, the Company realized a $2,445,000 and $2,770,000 increase in revenue for the three and six months ended June 30, 2018, respectively, from the favorable impact of the new revenue recognition guidance, Topic 606, adopted effective January 1, 2018.

Cost of services.  Cost of services increased $3,430,000, or 11.6%, and $6,162,000, or 10.3%, for the three and six months ended June 30, 2018, respectively, as compared to the corresponding prior year periods. The increase is primarily due to expensing certain direct and incremental field service costs on new contracts obtained in connection with a subscriber move ("Moves Costs") of $2,232,000 and $4,637,000 for the three and six months ended June 30, 2018, respectively. Upon adoption of Topic 606, all Moves Costs are expensed, whereas prior to adoption, certain Moves Costs were capitalized on the balance sheet. Moves Costs capitalized as Subscriber accounts, net for the three and six months ended June 30, 2017 were $3,594,000 and $7,483,000, respectively. Furthermore, subscriber acquisition costs, which include expensed equipment and labor costs associated with the creation of new subscribers, increased to $4,320,000 and $7,930,000 for the three and six months ended June 30, 2018, respectively, as compared to $2,803,000 and $5,467,000 for the three and six months ended June 30, 2017, respectively, attributable to increased production volume in the Company's direct sales channel. These increases were offset by reduced salary and wage expense due to lower headcount. Cost of services as a percent of net revenue increased from 21.1% and 21.2% for the three and six months ended June 30, 2017, respectively, to 24.5% for both the three and six months ended June 30, 2018, respectively.

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Selling, general and administrative.  Selling, general and administrative costs ("SG&A") decreased $30,384,000, or 46.9%, and $29,223,000, or 28.9%, for the three and six months ended June 30, 2018, respectively, as compared to the corresponding prior year periods. The decrease is primarily attributable to the $28,000,000 legal settlement recognized in the second quarter of 2017 in relation to class action litigation of alleged violation of telemarketing laws. Furthermore, there were decreases in consulting fees related to company cost reduction initiatives, stock-based compensation expense and LiveWatch acquisition contingent bonus charges for the three and six months ended June 30, 2018, due to recent settlements or renegotiations of certain key agreements governing these costs. The decrease was offset by increases in direct marketing and other SG&A subscriber acquisition costs associated with the creation of new subscribers. Subscriber acquisition costs in SG&A increased to $8,815,000 and $16,895,000 for the three and six months ended June 30, 2018, respectively, as compared to $6,647,000 and $13,016,000 for the three and six months ended June 30, 2017, respectively. SG&A as a percent of net revenue decreased from 46.1% and 35.9% for the three and six months ended June 30, 2017, respectively, to 25.5% and 26.7% for the three and six months ended June 30, 2018, respectively.

Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets.  Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets decreased $6,074,000 and $11,210,000, or 10.1% and 9.4%, for the three and six months ended June 30, 2018, respectively, as compared to the corresponding prior year periods.  The decrease is related to a lower number of subscriber accounts purchased in the last twelve months ended June 30, 2018 compared to the prior corresponding period as well as the timing of amortization of subscriber accounts acquired prior to the second quarter of 2017, which have a lower rate of amortization in 2018 based on the applicable double declining balance amortization method. Additionally, as discussed above, Moves Costs are expensed under Topic 606, whereas prior to adoption, these Moves Costs were capitalized on the balance sheet and amortized. This change resulted in a $1,880,000 and $3,763,000 decrease in amortization expense for the three and six months ended June 30, 2018, respectively. The decrease is partially offset by increased amortization related to accounts acquired subsequent to June 30, 2017.
 
Interest expense.  Interest expense increased $2,257,000 and $3,423,000, or 5.9% and 4.5%, for the three and six months ended June 30, 2018, respectively, as compared to the corresponding prior year periods. The increase in interest expense is attributable to increases in the Company's revolving credit facility activity, higher interest rates from increasing LIBOR rates and increased amortization of debt discount and deferred debt costs under the effective interest rate method.
 
Income tax expense from continuing operations.  The Company had pre-tax loss from continuing operations of $243,020,000 and $272,512,000 and income tax expense of $1,347,000 and $2,693,000 for the three and six months ended June 30, 2018, respectively.  The Company had pre-tax loss from continuing operations of $38,865,000 and $55,996,000 and income tax expense of $4,661,000 and $6,475,000 for the three and six months ended June 30, 2017, respectively. Income tax expense for the three and six months ended June 30, 2018 and 2017 is attributable to Brinks Home Security's state tax expense and the deferred tax impact from amortization of deductible goodwill related to Brinks Home Security's business acquisitions.

Net loss from continuing operations. The Company had net loss from continuing operations of $244,367,000 and $275,205,000 for the three and six months ended June 30, 2018, respectively, as compared to $43,526,000 and $62,471,000 for the three and six months ended June 30, 2017, respectively. The increase in net loss is primarily attributable to the $214,400,000 goodwill impairment recognized in the second quarter of 2018, reductions in net revenue and the gains on sale of Ascent Capital properties recognized in 2017 offset by the $28,000,000 legal settlement reserve recognized in the second quarter of 2017 as discussed above.


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Adjusted EBITDA. The following table provides a reconciliation of Net loss from continuing operations to total Adjusted EBITDA for the periods indicated (amounts in thousands):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net loss from continuing operations
$
(244,367
)
 
(43,526
)
 
$
(275,205
)
 
(62,471
)
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets
53,891

 
59,965

 
108,302

 
119,512

Depreciation
2,871

 
2,132

 
5,492