Ascent Capital Group, Inc.
Ascent Capital Group, Inc. (Form: 10-Q, Received: 05/10/2017 16:39:47)
Table of Contents

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 March 31, 2017
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, as defined 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 April 25, 2017 was:

Series A common stock 11,972,104 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.
ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
Amounts in thousands, except share amounts
(unaudited)
 
March 31,
2017
 
December 31,
2016
Assets
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
42,257

 
$
12,319

Marketable securities, at fair value
80,012

 
77,825

Trade receivables, net of allowance for doubtful accounts of $2,805 in 2017 and $3,043 in 2016
12,971

 
13,869

Prepaid and other current assets
8,769

 
10,347

Assets held for sale
5,285

 
10,673

Total current assets
149,294

 
125,033

Property and equipment, net of accumulated depreciation of $31,198 in 2017 and $29,071 in 2016
27,406

 
28,331

Subscriber accounts, net of accumulated amortization of $1,269,494 in 2017 and $1,212,468 in 2016
1,377,938

 
1,386,760

Dealer network and other intangible assets, net of accumulated amortization of $35,433 in 2017 and $32,976 in 2016
14,367

 
16,824

Goodwill
563,549

 
563,549

Other assets
11,360

 
11,935

Total assets
$
2,143,914

 
$
2,132,432

Liabilities and Stockholders’ Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
9,631

 
$
11,516

Accrued payroll and related liabilities
4,938

 
5,067

Other accrued liabilities
46,545

 
34,970

Deferred revenue
16,168

 
15,147

Holdback liability
13,768

 
13,916

Current portion of long-term debt
11,000

 
11,000

Liabilities of discontinued operations

 
3,500

Total current liabilities
102,050

 
95,116

Non-current liabilities:
 

 
 

Long-term debt
1,779,056

 
1,754,233

Long-term holdback liability
2,352

 
2,645

Derivative financial instruments
11,828

 
16,948

Deferred income tax liability, net
18,826

 
17,769

Other liabilities
7,044

 
7,076

Total liabilities
1,921,156

 
1,893,787

Commitments and contingencies


 


Stockholders’ 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 11,972,153 and 11,969,152 shares at March 31, 2017 and December 31, 2016, respectively
120

 
120

Series B common stock, $.01 par value. Authorized 5,000,000 shares; issued and outstanding 381,528 and 381,859 shares at March 31, 2017 and December 31, 2016, respectively
4

 
4

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

 

Additional paid-in capital
1,418,813

 
1,417,505

Accumulated deficit
(1,188,412
)
 
(1,169,559
)
Accumulated other comprehensive loss, net
(7,767
)
 
(9,425
)
Total stockholders’ equity
222,758

 
238,645

Total liabilities and stockholders’ equity
$
2,143,914

 
$
2,132,432

 

See accompanying notes to condensed consolidated financial statements.

2

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 
 March 31,
 
 
2017
 
2016
 
Net revenue
$
141,200

 
143,268

 
Operating expenses:
 

 
 

 
Cost of services
29,969

 
29,475

 
Selling, general and administrative, including stock-based compensation
36,245

 
32,118

 
Radio conversion costs
232

 
9,079

 
Amortization of subscriber accounts, dealer network and other intangible assets
59,547

 
61,322

 
Depreciation
2,127

 
2,063

 
Gain on disposal of operating assets
(6,638
)
 

 
 
121,482

 
134,057

 
Operating income
19,718

 
9,211

 
Other income (expense), net:
 

 
 

 
Interest income
395

 
457

 
Interest expense
(37,486
)
 
(31,424
)
 
Other income, net
242

 
358

 
 
(36,849
)
 
(30,609
)
 
Loss from continuing operations before income taxes
(17,131
)
 
(21,398
)
 
Income tax expense from continuing operations
(1,814
)
 
(1,822
)
 
Net loss from continuing operations
(18,945
)
 
(23,220
)
 
Discontinued operations:
 

 
 

 
Income from discontinued operations, net of income tax of $0
92

 

 
Net loss
(18,853
)
 
(23,220
)
 
Other comprehensive income (loss):
 

 
 

 
Foreign currency translation adjustments
58

 
(202
)
 
Unrealized holding gain (loss) on marketable securities, net
551

 
(96
)
 
Unrealized gain (loss) on derivative contracts, net
1,049

 
(11,845
)
 
Total other comprehensive income (loss), net of tax
1,658

 
(12,143
)
 
Comprehensive loss
$
(17,195
)
 
(35,363
)
 
 
 
 
 
 
Basic and diluted income (loss) per share:
 

 
 

 
Continuing operations
$
(1.56
)
 
(1.86
)
 
Discontinued operations
0.01

 

 
Net loss
$
(1.55
)
 
(1.86
)
 
 

See accompanying notes to condensed consolidated financial statements.

3

Table of Contents

ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Amounts in thousands
(unaudited)
 
Three Months Ended 
 March 31,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net loss
$
(18,853
)
 
(23,220
)
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, dealer network and other intangible assets
59,547

 
61,322

Depreciation
2,127

 
2,063

Stock-based compensation
1,576

 
1,695

Deferred income tax expense
1,052

 
1,052

Gain on disposal of operating assets
(6,638
)
 

Amortization of debt discount and deferred debt costs
2,673

 
2,628

Bad debt expense
2,557

 
2,544

Other non-cash activity, net
1,872

 
735

Changes in assets and liabilities:
 

 
 

Trade receivables
(1,659
)
 
(2,256
)
Prepaid expenses and other assets
1,506

 
(1,378
)
Subscriber accounts - deferred contract costs
(754
)
 
(660
)
Payables and other liabilities
4,491

 
11,532

Operating activities from discontinued operations, net
(3,408
)
 

Net cash provided by operating activities
45,997

 
56,057

Cash flows from investing activities:
 

 
 

Capital expenditures
(1,693
)
 
(2,276
)
Cost of subscriber accounts acquired
(46,708
)
 
(46,670
)
Purchases of marketable securities
(2,627
)
 
(5,036
)
Proceeds from sale of marketable securities
997

 
4,403

Decrease in restricted cash

 
55

Proceeds from the disposal of operating assets
12,090

 

Net cash used in investing activities
(37,941
)
 
(49,524
)
Cash flows from financing activities:
 

 
 

Proceeds from long-term debt
64,750

 
59,250

Payments on long-term debt
(42,600
)
 
(38,675
)
Value of shares withheld for share-based compensation
(268
)
 
(156
)
Net cash provided by financing activities
21,882

 
20,419

Net increase in cash and cash equivalents
29,938

 
26,952

Cash and cash equivalents at beginning of period
12,319

 
5,577

Cash and cash equivalents at end of period
$
42,257

 
32,529

Supplemental cash flow information:
 

 
 

State taxes paid, net
$
3

 
19

Interest paid
22,643

 
16,152

Accrued capital expenditures
780

 
973


See accompanying notes to condensed consolidated financial statements.

4

Table of Contents

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


 
 
 
 
 
 
 
 
Additional Paid-in Capital
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
Total Stockholders' Equity
 
Preferred Stock
 
Common Stock
 
 
Accumulated Deficit
 
 
 
 
Series A
 
Series B
 
Series C
 
 
 
 
Balance at December 31, 2016
$

 
120

 
4

 

 
1,417,505

 
(1,169,559
)
 
(9,425
)
 
238,645

Net loss

 

 

 

 

 
(18,853
)
 

 
(18,853
)
Other comprehensive income

 

 

 

 

 

 
1,658

 
1,658

Stock-based compensation

 

 

 

 
1,576

 

 

 
1,576

Value of shares withheld for minimum tax liability

 

 

 

 
(268
)
 

 

 
(268
)
Balance at March 31, 2017
$

 
120

 
4

 

 
1,418,813

 
(1,188,412
)
 
(7,767
)
 
222,758

 
See accompanying notes to condensed consolidated financial statements.

5

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. ("MONI") is the primary, wholly owned, operating subsidiary of the Company.  MONI, and its wholly owned subsidiary LiveWatch Security, LLC ("LiveWatch"), monitor signals arising from burglaries, fires, medical alerts and other events through security systems installed at subscribers' premises, as well as providing for interactive and home automation services.

The unaudited interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s (the "SEC") Regulation S-X. Accordingly, it does not include all of the information required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. The Company’s unaudited condensed consolidated financial statements as of March 31, 2017 , and for the three months ended March 31, 2017 and 2016 , 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, 2016 , filed with the SEC on March 8, 2017 (the " 2016 Form 10-K").
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses for each reporting period.  The significant estimates made in preparation of the Company’s condensed consolidated financial statements primarily relate to valuation of goodwill, other intangible assets, long-lived assets, deferred tax assets, derivative financial instruments, and the amount of the allowance for doubtful accounts. These estimates are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts them when facts and circumstances change. As the effects of future events cannot be determined with any certainty, actual results could differ from the estimates upon which the carrying values were based.

(2)    Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under the update, revenue will be recognized based on a five-step model. The core principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In the third quarter of 2015, the FASB deferred the effective date of the standard to annual and interim periods beginning after December 15, 2017. In March and April 2016, the FASB issued amendments to provide clarification on assessment of collectability criteria, presentation of sales taxes and measurement of non-cash consideration. In addition, the amendment provided clarification and included simplification to transaction guidance on contract modifications and completed contracts at transaction. In December 2016, the FASB issued amendments to provide clarification on codification and guidance application. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period.

The Company currently plans to adopt ASU 2014-09 using the full retrospective approach. However, a final decision regarding the adoption method has not been made at this time. The Company's final determination will depend on the significance of the impact of the new standard on the Company's financial results.

The Company is in the initial stages of evaluating the impact of ASU 2014-09 on the accounting policies, processes, and system requirements. The Company has assigned internal resources in addition to the engagement of third party service providers to assist in the evaluation. While the Company is in the process of assessing revenue recognition policies across each type of its contracts, the Company does not know or cannot reasonably estimate the impact of the adoption ASU 2014-09 on its financial position, results of operations and cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 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

6


or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, ASU 2016-02 requires a finance lease to be recognized as both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and becomes effective on January 1, 2019. The Company is currently evaluating the impact that ASU 2016-02 will have on its financial position, results of operations and cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). Currently, the fair value of the reporting unit is compared with the carrying value of the reporting unit (identified as "Step 1"). If the fair value of the reporting unit is lower than its carrying amount, then the implied fair value of goodwill is calculated. If the implied fair value of goodwill is lower than the carrying value of goodwill an impairment is recognized (identified as "Step 2"). ASU 2017-04 eliminates Step 2 from the impairment test; therefore, a goodwill impairment will be recognized as the difference of the fair value and the carrying value. ASU 2017-04 becomes effective on January 1, 2020 with early adoption permitted. The Company is currently evaluating the impact that ASU 2017-04 will have on its financial position, results of operations and cash flows.

(3)    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 March 31, 2017
 
 
Cost Basis (b)
 
Unrealized Gains
 
Unrealized Losses
 
Total
Equity securities
 
$
3,767

 
$

 
$
(241
)
 
$
3,526

Mutual funds (a)
 
74,622

 
1,864

 

 
76,486

Ending balance
 
$
78,389

 
$
1,864

 
$
(241
)
 
$
80,012

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
 
 
Cost Basis (b)
 
Unrealized Gains
 
Unrealized Losses
 
Total
Equity securities
 
$
3,767

 
$

 
$
(396
)
 
$
3,371

Mutual funds (a)
 
72,986

 
1,483

 
(15
)
 
74,454

Ending balance
 
$
76,753

 
$
1,483

 
$
(411
)
 
$
77,825

 
(a)
Primarily consists of corporate bond funds.
(b)
When an other-than-temporary impairment occurs, the Company reduces the cost basis of the marketable security involved. In the second quarter of 2016, the Company recognized non-cash charges for an other-than-temporary impairment of $1,068,000 on its mutual funds and $836,000 on its equity securities for a total other-than-temporary impairment loss on marketable securities of $1,904,000 . The mutual fund impairments were attributable to a low interest rate environment and widening credit spreads. The equity security impairment was primarily attributable to foreign exchange losses based on weakening of the trading currency of the underlying investment.

The following table provides the realized investment gains and losses and the total proceeds received from the sale of marketable securities (amounts in thousands):
 
 
Three Months Ended 
 March 31,
 
 
 
2017
 
2016
 
Gross realized gains
 
$
6

 
$
86

 
Gross realized losses
 
$

 
$

 
Total proceeds
 
$
997

 
$
4,403

 


7


(4)    Assets Held for Sale

In the first quarter of 2017, the Company completed the sale of certain assets held for sale with a net book value of $5,452,000 for a gain of approximately $6,638,000 . As of March 31, 2017 , the Company has $ 5,285,000 of land and a building classified as Assets held for sale in the condensed consolidated balance sheet. See note 13, Subsequent Events, for further disclosure related to the sale of this real estate property.

(5)    Other Accrued Liabilities
 
Other accrued liabilities consisted of the following (amounts in thousands):
 
March 31,
2017
 
December 31,
2016
Interest payable
$
27,766

 
$
15,675

Income taxes payable
3,754

 
2,989

Legal accrual
443

 
476

LiveWatch acquisition retention bonus

 
4,990

Derivative financial instruments
3,660

 

Other
10,922

 
10,840

Total Other accrued liabilities
$
46,545

 
$
34,970


(6)    Long-Term Debt
 
Long-term debt consisted of the following (amounts in thousands):
 
March 31,
2017
 
December 31,
2016
Ascent Capital 4.00% Convertible Senior Notes due July 15, 2020 with an effective rate of 7.8%
$
79,306

 
$
78,279

MONI 9.125% Senior Notes due April 1, 2020 with an effective rate of 9.4%
578,718

 
578,254

MONI term loan, matures September 30, 2022, LIBOR plus 5.50%, subject to a LIBOR floor of 1.00% with an effective rate of 7.2%
1,064,465

 
1,066,130

MONI $295 million revolving credit facility, matures September 30, 2021, LIBOR plus 4.00%, subject to a LIBOR floor of 1.00% with an effective rate of 5.3%
67,567

 
42,570

 
1,790,056

 
1,765,233

Less current portion of long-term debt
(11,000
)
 
(11,000
)
Long-term debt
$
1,779,056

 
$
1,754,233


Convertible Notes
 
The convertible notes total $96,775,000 in aggregate principal amount, mature on July 15, 2020 and bear interest at 4.00% per annum (the "Convertible Notes"). Interest on the Convertible Notes is payable semi-annually on January 15 and July 15 of each year. The Convertible Notes are convertible, under certain circumstances, into cash, shares of Ascent Capital's Series A common stock, par value $0.01 per share (the "Series A Common Stock"), or any combination thereof at Ascent Capital’s election.

Holders of the Convertible Notes ("Noteholders") have the right, at their option, to convert all or any portion of such Convertible Notes, subject to the satisfaction of certain conditions, at an initial conversion rate of 9.7272 shares of Series A Common Stock per $1,000 principal amount of Convertible Notes (subject to adjustment in certain situations), which represents an initial conversion price per share of Series A Common Stock of approximately $102.804 (the "Conversion Price").  Ascent Capital is entitled to settle any such conversion by delivery of cash, shares of Series A Common Stock or any combination thereof at Ascent Capital's election. In addition, Noteholders have the right to submit Convertible Notes for conversion, subject to the satisfaction of certain conditions, in the event of certain corporate transactions.

In the event of a fundamental change (as such term is defined in the indenture governing the Convertible Notes) at any time prior to the maturity date, each Noteholder shall have the right, at such Noteholder’s option, to require Ascent Capital to repurchase for cash any or all of such Noteholder’s Convertible Notes on the repurchase date specified by Ascent Capital at a

8


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
March 31,
2017
 
As of
December 31,
2016
Principal
$
96,775

 
$
96,775

Unamortized discount
(16,361
)
 
(17,324
)
Deferred debt costs
(1,108
)
 
(1,172
)
Carrying value
$
79,306

 
$
78,279

 
The Company is using an effective interest rate of 14.0% to calculate the accretion of the debt discount, which is being recorded as interest expense over the expected remaining term to maturity of the Convertible Notes.  The Company recognized contractual interest expense of $968,000 for both the three months ended March 31, 2017 and March 31, 2016 . The Company amortized $1,027,000 of the Convertible Notes debt discount and deferred debt costs into interest expense for the three months ended March 31, 2017 , compared to $894,000 for three months ended March 31, 2016 .
 
Hedging Transactions Relating to the Offering of the Convertible Notes
 
In connection with the issuance of the Convertible Notes, Ascent Capital entered into separate privately negotiated purchased call options (the "Bond Hedge Transactions").  The Bond Hedge Transactions require the counterparties to offset Series A Common Stock deliverable or cash payments made by Ascent Capital upon conversion of the Convertible Notes in the event that the volume-weighted average price of the Series A Common Stock on each trading day of the relevant valuation period is greater than the strike price of $102.804 , which corresponds to the Conversion Price of the Convertible Notes.  The Bond Hedge Transactions cover, subject to anti-dilution adjustments, approximately 1,007,000 shares of Series A Common Stock, which is equivalent to the number of shares initially issuable upon conversion of the Convertible Notes, and are expected to reduce the potential dilution with respect to the Series A Common Stock, and/or offset potential cash payments Ascent Capital is required to make in excess of the principal amount of the Convertible Notes upon conversion.

Concurrently with the Bond Hedge Transactions, Ascent Capital also entered into separate privately negotiated warrant transactions with each of the call option counterparties (the "Warrant Transactions").  The warrants are European options, and are exercisable in tranches on consecutive trading days starting after the maturity of the Convertible Notes.  The warrants cover the same initial number of shares of Series A Common Stock, subject to anti-dilution adjustments, as the Bond Hedge Transactions.  The Warrant Transactions require Ascent Capital to deliver Series A Common Stock or make cash payments to the counterparties on each expiration date with a value equal to the number of warrants exercisable on that date times the excess of the volume-weighted average price of the Series A Common Stock over the strike price of $118.62 , which effectively reflects a 50% conversion premium on the Convertible Notes.  As such, the Warrant Transactions may have a dilutive effect with respect to the Common Stock to the extent the Warrant Transactions are settled with shares of Series A Common Stock. Ascent Capital may elect to settle its delivery obligation under the Warrant Transactions in cash.

The Bond Hedge Transactions and Warrant Transactions are separate transactions entered into by Ascent Capital, are not part of the terms of the Convertible Notes and will not affect the Noteholders’ rights under the Convertible Notes.  The Noteholders will not have any rights with respect to the Bond Hedge Transactions or the Warrant Transactions.


9


Senior Notes

The senior notes total $585,000,000 in principal, mature on April 1, 2020 and bear interest at 9.125% per annum (the "Senior Notes").  Interest payments are due semi-annually on April 1 and October 1 of each year. The Senior Notes are guaranteed by all of MONI’s existing domestic subsidiaries.  Ascent Capital has not guaranteed any of MONI's obligations under the Senior Notes. As of March 31, 2017 , the Senior Notes had deferred financing costs and unamortized premium, net of accumulated amortization of $6,282,000 .

Credit Facility

On September 30, 2016, MONI entered into an amendment ("Amendment No. 6") with the lenders of its existing senior secured credit agreement dated March 23, 2012, and as amended and restated on April 9, 2015, February 17, 2015, August 16, 2013, March 25, 2013, and November 7, 2012 (the "Existing Credit Agreement"). Amendment No. 6 provided for, among other things, the issuance of a $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").

On March 30, 2017, MONI borrowed $41,800,000 on its Credit Facility revolver primarily to fund its April 1, 2017 interest payment due under the Senior Notes of $26,691,000 and other business activities.

As of March 31, 2017 , the Credit Facility term loan has a principal amount of $1,094,500,000 , 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 $69,700,000 as of March 31, 2017 and matures on September 30, 2021. The Credit Facility revolver bears interest at LIBOR plus 4.0% , subject to a LIBOR floor of 1.0% . There is a commitment fee of 0.5% on unused portions of the Credit Facility Revolver. As of March 31, 2017 , $225,300,000 is available for borrowing under the Credit Facility revolver.

At any time after the occurrence of an event of default under the Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Credit Facility immediately due and payable and terminate any commitment to make further loans under the Credit Facility.  In addition, failure to comply with restrictions contained in the Senior Notes could lead to an event of default under the Credit Facility.

The Credit Facility is secured by a pledge of all of the outstanding stock of MONI and all of its existing subsidiaries and is guaranteed by all of MONI's existing domestic subsidiaries.  Ascent Capital has not guaranteed any of MONI's obligations under the Credit Facility.
 
As of March 31, 2017 , MONI has deferred financing costs and unamortized discounts, net of accumulated amortization, of $32,168,000 related to the Credit Facility.
 
In order to reduce the financial risk related to changes in interest rates associated with the floating rate term loan under the Credit Facility term loans, MONI has entered into interest rate swap agreements with terms similar to the Credit Facility term loan (all outstanding interest rate swap agreements are collectively referred to as the “Swaps”). The Swaps have been designated as effective hedges of the Company’s variable rate debt and qualify for hedge accounting.  As a result of these interest rate swaps, MONI's current effective weighted average interest rate on the borrowings under the Credit Facility term loan is 7.18% . See note 7, 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 March 31, 2017 , the Company was in compliance with all required covenants.


10


As of March 31, 2017 , principal payments scheduled to be made on the Company’s debt obligations are as follows (amounts in thousands):
Remainder of 2017
$
8,250

2018
11,000

2019
11,000

2020
692,775

2021
80,700

2022
1,042,250

Thereafter

Total principal payments
$
1,845,975

Less:


Unamortized deferred debt costs, discounts and premium, net
55,919

Total debt on condensed consolidated balance sheet
$
1,790,056

 
(7)    Derivatives
 
Interest Rate Risk

MONI utilizes interest rate swap agreements to reduce the interest rate risk inherent in MONI's variable rate Credit Facility term loans. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. The Company incorporates credit valuation adjustments to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements.  See note 8, Fair Value Measurements, for additional information about the credit valuation adjustments.

As of March 31, 2017 , the Swaps’ outstanding notional balances, effective dates, maturity dates and interest rates paid and received are noted below:
Notional
 
Effective Date
 
Maturity Date
 
Fixed
Rate Paid
 
Variable Rate Received
$
522,500,000

 
March 28, 2013
 
March 23, 2018
 
1.884%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a)
138,475,000

 
March 28, 2013
 
March 23, 2018
 
1.384%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a)
108,260,050

 
September 30, 2013
 
March 23, 2018
 
1.959%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor
108,260,050

 
September 30, 2013
 
March 23, 2018
 
1.850%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor
191,475,002

 
March 23, 2018
 
April 9, 2022
 
3.110%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a)
250,000,000

 
March 23, 2018
 
April 9, 2022
 
3.110%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor (a)
50,000,000

 
March 23, 2018
 
April 9, 2022
 
2.504%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor
377,000,000

 
March 23, 2018
 
September 30, 2022
 
1.833%
 
3 mo. USD-LIBOR-BBA, subject to a 1.00% floor
 
(a)  
On March 25, 2013 and September 30, 2016, MONI negotiated amendments to the terms of these interest rate swap agreements (the "Existing Swap Agreements," as amended, the "Amended Swaps").  The Amended Swaps are held with the same counterparties as the Existing Swap Agreements.  Upon entering into the Amended Swaps, MONI simultaneously dedesignated the Existing Swap Agreements and redesignated the Amended Swaps as cash flow hedges for the underlying change in the swap terms.  The amounts previously recognized in Accumulated other comprehensive loss relating to the dedesignation are recognized in Interest expense over the remaining life of the Amended Swaps.

11


 
All of the Swaps are designated and qualify as cash flow hedging instruments, with the effective portion of the Swaps' change in fair value recorded in Accumulated other comprehensive loss.  Any ineffective portions of the Swaps' change in fair value are recognized in current earnings in Interest expense.  Changes in the fair value of the Swaps recognized in Accumulated other comprehensive loss are reclassified to Interest expense when the hedged interest payments on the underlying debt are recognized.  Amounts in Accumulated other comprehensive loss expected to be recognized in Interest expense in the coming 12 months total approximately $4,304,000 .

The impact of the derivatives designated as cash flow hedges on the condensed consolidated financial statements is depicted below (amounts in thousands):
 
Three Months Ended 
 March 31,
 
 
2017
 
2016
 
Effective portion of loss recognized in Accumulated other comprehensive loss
$
(733
)
 
(13,657
)
 
Effective portion of loss reclassified from Accumulated other comprehensive loss into Net loss (a)
$
(1,782
)
 
(1,812
)
 
Ineffective portion of amount of gain (loss) recognized into Net loss (a)
$
18

 
(58
)
 
 
(a)          Amounts are included in Interest expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Foreign Exchange Risk

In the first quarter of 2017, Ascent Capital entered into a foreign currency forward exchange contract to hedge British Pound exposure associated with the expected sale of a property in the United Kingdom subsequent to March 31, 2017. The contract matures on June 30, 2017 and is undesignated. The notional amount of the foreign exchange contract was £13,500,000 at March 31, 2017. The change in fair value on this instrument is recorded in Selling, general and administrative, including stock-based compensation operating expense on the condensed consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2017, Ascent Capital recognized approximately $554,000 in expense on this contract.

(8)    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.


12


The following summarizes the fair value level of assets and liabilities that are measured on a recurring basis at March 31, 2017 and December 31, 2016 (amounts in thousands): 
 
Level 1
 
Level 2
 
Level 3
 
Total
March 31, 2017
 

 
 

 
 

 
 

Investments in marketable securities (a)
80,012

 

 

 
80,012

Interest rate swap agreement - assets (b)

 
8,124

 

 
8,124

Interest rate swap agreements - liabilities (b)

 
(15,488
)
 

 
(15,488
)
Foreign Currency forward exchange contract (c)
$

 
(554
)
 
 
 
$
(554
)
Total
$
80,012

 
(7,918
)
 

 
$
72,094

December 31, 2016
 

 
 

 
 

 
 

Investments in marketable securities (a)
77,825

 

 

 
77,825

Interest rate swap agreement - assets (b)

 
8,521

 

 
8,521

Interest rate swap agreements - liabilities (b)

 
(16,948
)
 

 
(16,948
)
Total
$
77,825

 
(8,427
)
 

 
$
69,398

 
(a)
Level 1 investments primarily consist of diversified corporate bond funds.
(b)
Interest rate swap agreement asset values are included in Other assets and interest rate swap agreement liability values are included in current Other accrued liabilities or non-current Derivative financial instruments on the consolidated balance sheets depending on the maturity date of the swap.
(c)
The value of the foreign currency forward exchange contract is included in current Other accrued liabilities on the consolidated balance sheet.
 
The Company has determined that the significant inputs used to value the Swaps fall within Level 2 of the fair value hierarchy.  As a result, the Company has determined that its derivative valuations are classified in Level 2 of the fair value hierarchy.
 
Carrying values and fair values of financial instruments that are not carried at fair value are as follows (amounts in thousands):
 
March 31, 2017
 
December 31, 2016
Long term debt, including current portion:
 

 
 

Carrying value
$
1,790,056

 
$
1,765,233

Fair value (a)
1,816,023

 
1,770,694

 
(a)  
The fair value is based on market quotations from third party financial institutions and is classified as Level 2 in the hierarchy.
 
Ascent Capital’s other financial instruments, including cash and cash equivalents, accounts receivable and accounts payable are carried at cost, which approximates their fair value because of their short-term maturity.
 
(9)    Stockholders’ Equity
 
Common Stock
 
The following table presents the activity in the 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 three months ended March 31, 2017 :
 
Series A
Common Stock
 
Series B
Common Stock
Balance at December 31, 2016
11,969,152

 
381,859

Conversion from Series B to Series A Shares
331

 
(331
)
Issuance of stock awards
21,216

 

Restricted stock forfeitures and tax withholding
(18,546
)
 

Balance at March 31, 2017
11,972,153

 
381,528


13


 
Accumulated Other Comprehensive Income (Loss)
 
The following table provides a summary of the changes in Accumulated other comprehensive income (loss) for the period presented (amounts in thousands):
 
Foreign
currency
translation
adjustments
 
Unrealized
  holding
  gains
  and losses on
marketable
securities, net (a)
 
Unrealized
  gains and
losses on
  derivative
instruments,
net (b)
 
Accumulated
other
comprehensive
loss
As of December 31, 2016
$
(1,540
)
 
1,072

 
(8,957
)
 
$
(9,425
)
Gain (loss) through Accumulated other comprehensive loss, net of income tax of $0
58

 
557

 
(733
)
 
(118
)
Reclassifications of loss (gain) into Net loss, net of income tax of $0

 
(6
)
 
1,782

 
1,776

Net current period other comprehensive income (loss)
58

 
551

 
1,049

 
1,658

As of March 31, 2017
$
(1,482
)
 
1,623

 
(7,908
)
 
$
(7,767
)
 
(a)  
Amounts reclassified into net loss are included in Other income, net on the condensed consolidated statement of operations.  See note 3, Investments in Marketable Securities, for further information.
(b)
Amounts reclassified into net loss are included in Interest expense on the condensed consolidated statement of operations.  See note 7, Derivatives, for further information.
 
(10)    Basic and Diluted Earnings (Loss) Per Common Share—Series A and Series B
 
Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of shares of Series A Common Stock and Series B Common Stock outstanding for the period.  Diluted EPS is computed by dividing net earnings (loss) by the sum of the weighted average number of shares of Series A Common Stock and Series B Common Stock outstanding and the effect of dilutive securities such as outstanding stock options, unvested restricted stock and restricted stock units.
 
Three Months Ended 
 March 31,
 
 
2017
 
2016
 
Weighted average Series A and Series B shares — basic and diluted
12,134,061

 
12,450,892

 
 
For all periods presented, diluted EPS is computed the same as basic EPS because the Company recorded a loss from continuing operations, which would make potentially dilutive securities anti-dilutive. For the three months ended March 31, 2017 , diluted shares outstanding excluded the effect of 384,606 potentially dilutive unvested restricted stock awards and performance stock units because their inclusion would have been anti-dilutive.  For the three months ended March 31, 2016 , diluted shares outstanding excluded the effect of 464,571 potentially dilutive stock options and unvested restricted stock awards because their inclusion would have been anti-dilutive.

(11)    Commitments, Contingencies and Other Liabilities
 
The Company is involved in litigation and similar claims incidental to the conduct of its business. Matters that are probable of unfavorable outcome to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, management’s estimate of the outcomes of such matters and experience in contesting, litigating and settling similar matters.  In management’s opinion, none of the pending actions is likely to have a material adverse impact on the Company’s financial position or results of operations.

(12)    Reportable Business Segments

Description of Segments

The Company operates through two reportable business segments according to the nature and economic characteristics of its services as well as the manner in which the information issued internally by the Company's key decision maker, who is the Company's Chief Executive Officer. The Company's business segments are as follows:

14



MONI

The MONI segment is engaged in the business of providing security alarm monitoring services: monitoring signals arising from burglaries, fires, medical alerts and other events through security systems at subscribers' premises, as well as providing customer service and technical support. MONI primarily outsources the sales, installation and most of its field service functions to its dealers.

LiveWatch

LiveWatch is a Do-It-Yourself home security provider offering professionally monitored security services through a direct-to-consumer sales channel. LiveWatch offers a differentiated go-to-market strategy through direct response TV, internet and radio advertising. When a customer initiates the process to obtain monitoring services, LiveWatch pre-configures the alarm monitoring system based on customer specifications. LiveWatch then packages and ships the equipment directly to the customer. The customer self-installs the equipment on-site and activates the monitoring service over the phone.

Other Activities

Other Activities primarily consists of Ascent Capital's corporate costs, including administrative and other activities not associated with the operation of the reportable segments, and eliminations.

As they arise, transactions between segments are recorded on an arm's length basis using relevant market prices. The following table sets forth selected data from the accompanying condensed consolidated statements of operations for the periods indicated (amounts in thousands):
 
 
MONI
 
LiveWatch
 
Other
 
Consolidated
 
 
Three Months Ended March 31, 2017
Net revenue
 
$
134,408

 
$
6,792

 
$

 
$
141,200

Depreciation and amortization
 
$
60,508

 
$
1,159

 
$
7

 
$
61,674

Net loss from continuing operations before income taxes
 
$
(13,299
)
 
$
(5,930
)
 
$
2,098

 
$
(17,131
)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2016
Net revenue
 
$
138,096

 
$
5,172

 
$

 
$
143,268

Depreciation and amortization
 
$
62,152

 
$
1,145

 
$
88

 
$
63,385

Net loss from continuing operations before income taxes
 
$
(13,151
)
 
$
(5,269
)
 
$
(2,978
)
 
$
(21,398
)

The following table sets forth selected data from the accompanying condensed consolidated balance sheets for the periods indicated (amounts in thousands):
 
 
MONI
 
LiveWatch
 
Other
 
Consolidated
 
 
Balance at March 31, 2017
Subscriber accounts, net of amortization
 
$
1,356,211

 
$
21,727

 
$

 
$
1,377,938

Goodwill
 
$
527,502

 
$
36,047

 
$

 
$
563,549

Total assets
 
$
2,084,719

 
$
63,321

 
$
(4,126
)
 
$
2,143,914

 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
Subscriber accounts, net of amortization
 
$
1,364,804

 
$
21,956

 
$

 
$
1,386,760

Goodwill
 
$
527,502

 
$
36,047

 
$

 
$
563,549

Total assets
 
$
2,062,838

 
$
63,916

 
$
5,678

 
$
2,132,432


(13)    Subsequent Events

In May 2017, the Company completed the sale of real estate property at a sales price of approximately $20,700,000 , resulting in a pre-tax gain on disposition. The real estate property had a net book value of $5,285,000 and was included in Assets held for sale on the Company’s condensed consolidated balance sheet as of March 31, 2017 .


15


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 assets and businesses, new service offerings, 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 MONI's largest demographic;
uncertainties in the development of our business strategies, including MONI's increased direct marketing efforts and market acceptance of new products and services;
the competitive environment in which we operate, in particular increasing competition in the alarm monitoring industry from larger existing competitors and new market entrants, including telecommunications and cable companies;
the development of new services or service innovations by competitors;
MONI'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 MONI and/or its dealers is 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 and the need for significant upgrade expenditures, including the phase-out of 2G networks by cellular carriers;
the trend away from the use of public switched telephone network lines and resultant increase in servicing costs associated with alternative methods of communication;
the operating performance of MONI'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;
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 MONI business partners;
the reliability and creditworthiness of MONI's independent alarm systems dealers and subscribers;
changes in MONI's expected rate of subscriber attrition;
the availability and terms of capital, including the ability of MONI to obtain future financing to grow its business;
MONI'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, 2016 (the " 2016 Form 10-K").  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 2016 Form 10-K.


16

Table of Contents

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 ("MONI"). MONI, and its wholly owned subsidiary LiveWatch Security, LLC ("LiveWatch"), monitor signals arising from burglaries, fires, medical alerts and other events through security systems installed at subscribers' premises, as well as providing for interactive and home automation services.
 
Attrition
 
Account cancellation, otherwise referred to as subscriber attrition, has a direct impact on the number of subscribers that MONI 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 terminate their contract for a variety of reasons, including relocation, cost and switching to a competitor's service.  The largest categories of canceled accounts relate to subscriber relocation or the inability to contact the subscriber.  MONI 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.  MONI 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.  MONI 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 MONI the cost paid to acquire the contract. To help ensure the dealer’s obligation to MONI, MONI 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.

The table below presents subscriber data for the twelve months ended March 31, 2017 and 2016 :
 
 
Twelve Months Ended
March 31,
 
 
 
2017
 
2016
 
Beginning balance of accounts
 
1,080,726

 
1,090,612

 
Accounts acquired
 
125,457

 
152,078

 
Accounts canceled
 
(150,568
)
 
(148,787
)
 
Canceled accounts guaranteed by dealer and other adjustments (a) (b)
 
(18,821
)

(13,177
)
 
Ending balance of accounts
 
1,036,794

 
1,080,726

 
Monthly weighted average accounts
 
1,059,526

 
1,089,346

 
Attrition rate - Unit
 
14.2
%
 
13.7
%
 
Attrition rate - RMR (c)
 
12.3
%
 
12.8
%
 
 
(a)
Includes canceled accounts that are contractually guaranteed to be refunded from holdback.
(b)
Includes an estimated 11,518 and 3,170 accounts included in our Radio Conversion Program that primarily canceled in excess of their expected attrition for the twelve months ending March 31, 2017 and 2016 , respectively.
(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 March 31, 2017 and 2016 was 14.2% and 13.7% , respectively. Contributing to the increase in attrition was the number of subscriber accounts with 5-year contracts reaching the end of their initial contract term in the period, as well as MONI's more aggressive price increase strategy. Overall attrition reflects the impact of the Pinnacle Security bulk buys, where MONI purchased approximately 113,000 accounts from Pinnacle Security in 2012 and 2013, which are now experiencing normal end-of-term attrition. The unit attrition rate without the Pinnacle Security accounts (core attrition) for the twelve months ended March 31, 2017 and 2016 was 13.8% and 12.9%, respectively.

MONI analyzes its attrition by classifying accounts into annual pools based on the year of acquisition. MONI 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, MONI'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

17

Table of Contents

to MONI. 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. The peak following the end of the initial contract term is primarily a result of subscribers that moved, no longer had need for the service or switched to a competitor. 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 March 31, 2017 and 2016 , MONI acquired 29,376 and 29,211 subscriber accounts, respectively. Accounts acquired for the three months ended March 31, 2017 and 2016 reflect bulk buys of approximately 3,000 and 400 accounts, respectively.

RMR acquired during the three months ended March 31, 2017 and 2016 was $1,437,000 and $1,324,000, respectively.

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 MONI's covenants are calculated under the agreements governing their debt obligations. Adjusted EBITDA does not represent cash flow from operations as defined by generally accepted accounting principles ("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.

Pre-SAC Adjusted EBITDA

In addition to MONI's dealer sales channel, MONI and LiveWatch also generate leads and acquire accounts through their direct-to-consumer sales channels.  As such, certain expenditures and related revenue associated with subscriber acquisition (subscriber acquisition costs, or "SAC") are recognized as incurred. This is in contrast to the dealer sales channel, which capitalizes payments to dealers to acquire accounts. "Pre-SAC Adjusted EBITDA" is a measure that eliminates the impact of generating leads and acquiring accounts through the direct-to-consumer sales channels that is recognized in operating income. Pre-SAC Adjusted EBITDA is defined as total Adjusted EBITDA excluding SAC related to internally generated subscriber leads and accounts through the direct-to-consumer sales channels, as well as any related revenue. We believe Pre-SAC Adjusted EBITDA is a meaningful measure of the Company's financial performance in servicing its customer base. Pre-SAC 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. Pre-SAC Adjusted EBITDA is a non-GAAP financial measure. As companies often define non-GAAP financial measures differently, Pre-SAC Adjusted EBITDA as calculated by the Company should not be compared to any similarly titled measures reported by other companies.


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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 
 March 31,
 
 
2017
 
2016
 
Net revenue
$
141,200

 
143,268

 
Cost of services
29,969

 
29,475

 
Selling, general, and administrative
36,245

 
32,118

 
Amortization of subscriber accounts, dealer network and other intangible assets
59,547

 
61,322

 
Interest expense
(37,486
)
 
(31,424
)
 
Income tax expense from continuing operations
(1,814
)
 
(1,822
)
 
Net loss from continuing operations
(18,945
)
 
(23,220
)
 
Net loss
(18,853
)
 
(23,220
)
 
 
 
 
 
 
Adjusted EBITDA   (a)
 

 
 

 
MONI business Adjusted EBITDA
$
82,222

 
87,020

 
Corporate Adjusted EBITDA
(2,222
)
 
(1,974
)
 
Total Adjusted EBITDA
$
80,000

 
85,046

 
Adjusted EBITDA as a percentage of Net revenue
 

 
 

 
MONI business
58.2
 %

60.7
 %
 
Corporate
(1.6
)%
 
(1.4
)%
 
 
 
 
 
 
Pre-SAC Adjusted EBITDA    (b)
 
 
 
 
MONI business Pre-SAC Adjusted EBITDA
$
89,863

 
92,091

 
Corporate Pre-SAC Adjusted EBITDA
(2,222
)
 
(1,974
)
 
Total Pre-SAC Adjusted EBITDA
$
87,641

 
90,117

 
Pre-SAC Adjusted EBITDA as a percentage of Pre-SAC net revenue  (c)
 
 
 
 
MONI business
64.3
 %
 
64.9
 %
 
Corporate
(1.6
)%
 
(1.4
)%
 

(a)  
See reconciliation of net loss from continuing operations to Adjusted EBITDA below.
(b)
See reconciliation of Adjusted EBITDA to Pre-SAC Adjusted EBITDA below.
(c)
Presented below is the reconciliation of Net revenue to Pre-SAC net revenue (amounts in thousands):
 
Three Months Ended March 31,
 
 
2017
 
2016
 
Net revenue, as reported
$
141,200

 
143,268

 
Revenue associated with subscriber acquisition cost
(1,392
)
 
(1,295
)
 
Pre-SAC net revenue
$
139,808

 
141,973

 

Net revenue.   Net revenue decreased $2,068,000 , or 1.4% , for the three months ended March 31, 2017 , as compared to the corresponding prior year period.  The decrease in net revenue is attributable to the lower average number of subscribers in the first quarter of 2017. This decrease was partially offset by an increase in average RMR per subscriber due to certain price increases enacted during the past twelve months and an increase in average RMR per new subscriber acquired. Average RMR per subscriber increased from $42.17 as of March 31, 2016 to $43.63 as of March 31, 2017 .

Cost of services .  Cost of services increased $494,000 , or 1.7% , for the three months ended March 31, 2017 , as compared to the corresponding prior year period.  The increase for the three months ended March 31, 2017 is primarily due to increased expensed subscriber acquisition costs attributable to MONI, as a result of the initiation of MONI's direct installation

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Table of Contents

sales channel. Subscriber acquisition costs include expensed MONI and LiveWatch equipment costs and MONI labor costs associated with the creation of new subscribers of $2,664,000 for three months ended March 31, 2017 , as compared to $2,252,000 for the three months ended March 31, 2016 . Cost of services as a percent of net revenue increased from 20.6% for the three months ended March 31, 2016 to 21.2% for the three months ended March 31, 2017 .
 
Selling, general and administrative.  Selling, general and administrative costs ("SG&A") increased $4,127,000 or 12.8% for the three months ended March 31, 2017 , as compared to the corresponding prior year period.  The increase is attributable to an increase in subscriber acquisition costs (marketing and sales costs related to the creation of new subscribers), MONI rebranding expense and a $713,000 impairment of certain internally developed capitalized software that was no longer viable. Subscriber acquisition costs increased to $6,369,000 for the three months ended March 31, 2017 , as compared to $4,114,000 for the three months ended March 31, 2016 , primarily as a result of increased direct-to-consumer sales activities at MONI. SG&A as a percent of net revenue increased from 22.4% for the three months ended March 31, 2016 to 25.7% for the three months ended March 31, 2017 .
 
Amortization of subscriber accounts, dealer network and other intangible assets .  Amortization of subscriber accounts, dealer network and other intangible assets decreased $1,775,000 , or 2.9% , for the three months ended March 31, 2017 , as compared to the corresponding prior year period.  The decrease is related to the timing of amortization of subscriber accounts acquired prior to the first quarter of 2016, which have a lower rate of amortization in 2017 based on the applicable double declining balance amortization method. The decrease is partially offset by increased amortization related to accounts acquired subsequent to March 31, 2016.
 
Interest expense.   Interest expense increased $6,062,000 , or 19.3% , for the three months ended March 31, 2017 , as compared to the corresponding prior year period. The increase in interest expense is attributable to increases in the Company’s consolidated debt balance and higher applicable margins on Credit Facility borrowings as a result of the September 2016 Credit Facility refinancing.
 
Income tax expense from continuing operations.   The Company had pre-tax loss from continuing operations of $17,131,000 and income tax expense of $1,814,000 for the three months ended March 31, 2017 .  The Company had pre-tax loss from continuing operations of $21,398,000 and income tax expense of $1,822,000 for the three months ended March 31, 2016 .  Income tax expense for the three months ended March 31, 2017 and 2016 is attributable to MONI's state tax expense and the deferred tax impact from amortization of deductible goodwill related to MONI's recent business acquisitions. 

Net loss from continuing operations. The Company had net loss from continuing operations of $18,945,000 for the three months ended March 31, 2017 , as compared to a net loss from continuing operations of $23,220,000 for the three months ended March 31, 2016 . The change in net loss is primarily attributable to the reduction in Radio conversion costs in 2017, as MONI has substantially completed its radio conversion program in 2016, and a $6,638,000 gain on disposal of assets held for sale recognized during the three months ended March 31, 2017. These gains were offset by decreases in net revenues and increases in operating expenses as discussed above.

    

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Table of Contents

Adjusted EBITDA and Pre-SAC Adjusted EBITDA. The following table provides a reconciliation of net loss from continuing operations to total Adjusted EBITDA to Pre-SAC Adjusted EBITDA for the periods indicated (amounts in thousands):
 
Three Months Ended 
 March 31,
 
 
2017
 
2016
 
Net loss from continuing operations
(18,945
)
 
(23,220
)
 
Amortization of subscriber accounts, dealer network and other intangible assets
59,547

 
61,322

 
Depreciation
2,127

 
2,063

 
Stock-based compensation
1,576

 
1,695

 
Radio conversion costs
232

 
9,079

 
Rebranding marketing program
847

 
173

 
LiveWatch acquisition contingent bonus charges
968

 
900

 
Integration / implementation of company initiatives
641

 

 
Severance expense (a)
27

 
245

 
Impairment of capitalized software
713

 

 
Gain on disposal of operating assets
(6,638
)
 

 
Interest income
(395
)
 
(457
)
 
Interest expense
37,486

 
31,424

 
Income tax expense from continuing operations
1,814

 
1,822

 
Adjusted EBITDA
80,000

 
85,046

 
Gross subscriber acquisition costs (b)
9,033

 
6,366

 
Revenue associated with subscriber acquisition costs (b)
(1,392
)
 
(1,295
)
 
Pre-SAC Adjusted EBITDA
$
87,641

 
90,117

 
 
(a) 
Severance expense related to a 2016 reduction in headcount event and transitioning executive leadership at MONI.
(b)
Gross subscriber acquisition costs and Revenue associated with subscriber acquisition costs for the three months ended March 31, 2016 has been restated to include $367,000 of costs and $170,000 of revenue, respectively, related to MONI's direct-to-consumer sales channel activities for the period.

Adjusted EBITDA decreased $5,046,000 , or 5.9% , for the three months ended March 31, 2017 , as compared to the corresponding prior year period.  The decrease is the result of lower revenues, as discussed above, and an increase in subscriber acquisition costs, net of related revenue, which is primarily associated with an increase in MONI's direct-to-consumer sales activities. Subscriber acquisition costs, net of related revenue, went from $5,071,000 for the three months ended March 31, 2016 to $7,641,000 for the three months ended March 31, 2017 .

Pre-SAC Adjusted EBITDA decreased $2,476,000 , or 2.7% , for the three months ended March 31, 2017 , which is primarily attributable to lower Pre-SAC revenues.

MONI's consolidated Adjusted EBITDA was $82,222,000 for the three months ended March 31, 2017 , as compared to $87,020,000 for the three months ended March 31, 2016 . MONI's consolidated Pre-SAC Adjusted EBITDA was $89,863,000 for the three months ended March 31, 2017 , as compared to $92,091,000 for the three months ended March 31, 2016 , respectively.

Liquidity and Capital Resources
 
At March 31, 2017 , we had $42,257,000 of cash and cash equivalents and $80,012,000 of marketable securities on a consolidated basis.  We may use a portion of these assets to decrease debt obligations, fund stock repurchases, or fund potential strategic acquisitions or investment opportunities.
 
Additionally, our other source of funds is our cash flows from operating activities which are primarily generated from the operations of MONI.  During the three months ended March 31, 2017 and 2016 , our cash flow from operating activities was $45,997,000 and $56,057,000 , respectively.  The primary driver of our cash flow from operating activities is Adjusted

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Table of Contents

EBITDA.  Fluctuations in our Adjusted EBITDA and the components of that measure are discussed in “Results of Operations” above.  In addition, our cash flow from operating activities may be significantly impacted by changes in working capital.
 
During the three months ended March 31, 2017 and 2016 , the Company used cash of $46,708,000 and $46,670,000 , respectively, to fund subscriber account acquisitions, net of holdback and guarantee obligations.  In addition, during the three months ended March 31, 2017 and 2016 , the Company used cash of $1,693,000 and $2,276,000 , respectively, to fund its capital expenditures. 

On March 30, 2017, MONI borrowed $41,800,000 on its Credit Facility revolver primarily to fund its April 1, 2017 interest payment due under the Senior Notes of $26,691,000 and other business activities.

The existing long-term debt of the Company at March 31, 2017 includes the principal balance of $1,845,975,000 under its Convertible Notes, Senior Notes, Credit Facility term loan, and Credit Facility revolver.  The Convertible Notes have an outstanding principal balance of $96,775,000 as of March 31, 2017 and mature July 15, 2020.  The Senior Notes have an outstanding principal balance of $585,000,000 as of March 31, 2017 and mature on April 1, 2020.  The Credit Facility term loan has an outstanding principal balance of $1,094,500,000 as of March 31, 2017 and requires principal payments of $2,750,000 per quarter with the remaining amount becoming due on September 30, 2022.  The Credit Facility revolver has an outstanding balance of $69,700,000 as of March 31, 2017 and becomes due on September 30, 2021.
 
In considering our liquidity requirements for the remainder of 2017 , we evaluated our known future commitments and obligations.  We will require the availability of funds to finance the strategy of our primary operating subsidiary, MONI, which is to grow through the acquisition of subscriber accounts. We considered the expected cash flow from MONI, as this business is the driver of our operating cash flows.  In addition, we considered the borrowing capacity of MONI's Credit Facility revolver, under which MONI could borrow an additional $225,300,000 as of March 31, 2017 .  Based on this analysis, we expect that cash on hand, cash flow generated from operations and available borrowings under the MONI's Credit Facility revolver will provide sufficient liquidity, given our anticipated current and future requirements.

We may seek external equity or debt financing in the event of any new investment opportunities, additional capital expenditures or our operations requiring additional funds, but there can be no assurance that we will be able to obtain equity or debt financing on terms that would be acceptable to us or at all.  Our ability to seek additional sources of funding depends on our future financial position and results of operations, which are subject to general conditions in or affecting our industry and our customers and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

22

Table of Contents

Item 3.   Quantitative and Qualitative Disclosure about Market Risk
 
Interest Rate Risk
 
Due to the terms of our debt obligations, we have exposure to changes in interest rates related to these debt obligations.  MONI uses derivative financial instruments to manage the exposure related to the movement in interest rates.  The derivatives are designated as hedges and were entered into with the intention of reducing the risk associated with variable interest rates on the debt obligations.  We do not use derivative financial instruments for trading purposes.
 
Tabular Presentation of Interest Rate Risk
 
The table below provides information about our outstanding debt obligations and derivative financial instruments that are sensitive to changes in interest rates.  Interest rate swaps are presented at their fair value amount and by maturity date as of March 31, 2017 .  Debt amounts represent principal payments by maturity date as of March 31, 2017 .
 
Year of Maturity
 
Fixed Rate
Derivative
Instruments, net (a)
 
Variable Rate
Debt
 
Fixed Rate
Debt
 
Total
 
 
 
 
 
 
 
 
 
 
 
(Amounts in thousands)
Remainder of 2017
 
$

 
$
8,250

 
$

 
$
8,250

2018
 
3,660

 
11,000

 

 
14,660

2019
 

 
11,000

 

 
11,000

2020
 

 
11,000

 
681,775

 
692,775

2021
 

 
80,700

 

 
80,700

2022
 
3,704

 
1,042,250

 

 
1,045,954

Thereafter
 

 

 

 

Total
 
$
7,364

 
$
1,164,200

 
$
681,775

 
$
1,853,339

 
(a)  
The derivative financial instruments reflected in this column include four interest rate swaps with a maturity date in 2018 and four interest rate swaps with a maturity date in 2022.  As a result of these interest rate swaps, MONI's current effective weighted average interest rate on the borrowings under the Credit Facility term loans is 7.18% .  See notes 6, 7 and 8 to our condensed consolidated financial statements included in this Quarterly Report for further information.
 
Item 4.   Controls and Procedures
 
In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and chief financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, the Executives concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2017 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
There has been no change in the Company’s internal controls over financial reporting that occurred during the three months ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, its internal controls over financial reporting.


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Table of Contents

ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
 
PART II - OTHER INFORMATION

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.
 
(c) Purchases of Equity Securities by the Issuer
 
The following table sets forth information concerning shares withheld in payment of withholding taxes, in each case, during the three months ended March 31, 2017 .
Period
 
Total number of
shares
purchased
(surrendered) (1)
 
 
 
Average price
paid per share
 
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
 
Maximum Number (or
Approximate Dollar
Value) or Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs (1)
 
 
1/1/2017 - 1/31/2017
 
6,423

 
(2)
 
$
16.98

 

 
 
 
 
2/1/2017 - 2/28/2017
 
1,075

 
(2)
 
16.38

 

 
 
 
 
3/1/2017 - 3/31/2017
 
10,074

 
(2)
 
14.05

 

 
 
 
 
Total
 
17,572

 
 
 
$
15.26

 

 
 
 
 
 
(1)
   On June 16, 2011, the Company announced that it received authorization to implement a share repurchase program, pursuant to which it could purchase up to $25,000,000 of its shares of Series A Common Stock, par value $0.01, from time to time.  On November 14, 2013, November 10, 2014 and September 4, 2015, the Company’s Board of Directors authorized, at each date, the repurchase of an incremental $25,000,000 of its Series A Common Stock. As of March 31, 2017 , 2,391,604 shares of Series A Common Stock had been purchased, at an average price paid of $40.65 per share, pursuant to these authorizations.  As of March 31, 2017 , the remaining availability under the Company's existing share repurchase program will enable the Company to purchase up to an aggregate of approximately $2,771,000 of Series A Common Stock. The Company may also purchase shares of its Series B Common Stock, par value $0.01 per share, under the remaining availability of the program.
 
(2)
Represents shares withheld in payment of withholding taxes upon vesting of employees' restricted share awards.
 

24

Table of Contents

Item 6 Exhibits
 
Listed below are the exhibits which are included as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
31.1
 
Rule 13a-14(a)/15d-14(a) Certification. *
31.2
 
Rule 13a-14(a)/15d-14(a) Certification. *
32
 
Section 1350 Certification. **
101.INS
 
XBRL Instance Document. *
101.SCH
 
XBRL Taxonomy Extension Schema Document. *
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document. *
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document. *

 
*
Filed herewith.
**
Furnished herewith.





25

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
ASCENT CAPITAL GROUP, INC.
 
 
 
 
 
 
 
 
 
 
Date:
May 10, 2017
 
By:
/s/ William R. Fitzgerald
 
 
 
 
William R. Fitzgerald
 
 
 
 
Chairman, Chief Executive Officer, and President
 
 
 
 
 
 
 
 
 
 
Date:
May 10, 2017
 
By:
/s/ Michael R. Meyers
 
 
 
 
Michael R. Meyers
 
 
 
 
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


26

Table of Contents

EXHIBIT INDEX
 
Listed below are the exhibits which are included as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
31.1
 
Rule 13a-14(a)/15d-14(a) Certification. *
31.2
 
Rule 13a-14(a)/15d-14(a) Certification. *
32
 
Section 1350 Certification. **
101.INS
 
XBRL Instance Document. *
101.SCH
 
XBRL Taxonomy Extension Schema Document. *
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document. *
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document. *
 
*
Filed herewith.
**
Furnished herewith.



27


Exhibit 31.1
 
CERTIFICATION
 
I, William R. Fitzgerald, certify that:
 
1.                                       I have reviewed this quarterly report on Form 10-Q of Ascent Capital Group, Inc.;
 
2.                                       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.                                       Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.                                       The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
 
a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
b)              designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)               evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
 
d)              disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                                       The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)              any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
May 10, 2017
 
 
 
 
 
 
 
/s/ William R. Fitzgerald
 
William R. Fitzgerald
 
Chairman of the Board, Chief Executive Officer and President
 





Exhibit 31.2
 
CERTIFICATION
 
I, Michael R. Meyers, certify that:
 
1.                                       I have reviewed this quarterly report on Form 10-Q of Ascent Capital Group, Inc.;
 
2.                                       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.                                       Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.                                       The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
 
a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
b)              designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)               evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
 
d)              disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                                       The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)              any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
May 10, 2017
 
 
 
 
 
 
 
/s/ Michael R. Meyers
 
Michael R. Meyers
 
Senior Vice President and Chief Financial Officer
 





Exhibit 32
 
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Ascent Capital Group, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
 
The Quarterly Report on Form 10-Q for the period ended March 31, 2017 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 .
 
 
Dated:
May 10, 2017
 
/s/ William R. Fitzgerald
 
 
 
William R. Fitzgerald
 
 
 
Chairman of the Board, Chief Executive Officer,
 
 
 
and President
 
 
 
 
Dated:
May 10, 2017
 
/s/ Michael R. Meyers
 
 
 
Michael R. Meyers
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)
 
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.