Investor Relations

    Monitronics International Enters New Era of Growth and Innovation with Successful Emergence from Chapter 11

    by User Not Found | Aug 30, 2019

    Well-Positioned for Long-Term Growth and Success with Renewed Balance Sheet Strength and the Support of EQT and Brigade

     

    Appoints New Board of Directors with Nearly 100 Years of Combined Experience

     

    DALLAS, TX - August 30, 2019 (GLOBE NEWSWIRE) – Monitronics International, Inc. (“Monitronics” or “the Company”) today announced that it has successfully emerged from Chapter 11 protection and has merged with Ascent Capital Group, Inc. (“Ascent”), marking the completion of the Company’s financial recapitalization. As a result of the financial recapitalization, Monitronics’ largest shareholders will be EQT Credit (“EQT”), the credit arm of EQT Partners, a global investment firm with around EUR 40 billion in assets under management, and Brigade Capital Management (“Brigade”), a global investment management firm. Trading of the new Monitronics shares is expected to begin on or before September 4, 2019. Shares will trade on the OTC Markets under the ticker “SCTY.”

     

    “This is an exciting day for Monitronics as we have emerged as a stronger, more focused organization,” said Jeffery Gardner, President and Chief Executive Officer of Monitronics. “With renewed balance sheet strength, a strong subscriber portfolio and recurring revenue base, and the support of EQT and Brigade, two highly regarded financial sponsors, we are well-positioned to be a leader in the accelerating home security market and to execute on the vast growth opportunities ahead. I want to thank our dedicated team of employees as well as our dealers, customers and suppliers, who continued to believe in our Company and worked with us to achieve this successful balance sheet recapitalization.”

     

    Stephen Escudier, Partner at EQT Partners and Investment Advisor to EQT Credit, stated, “We are pleased to have worked collaboratively with the Company and its stakeholders to facilitate a balance sheet recapitalization that optimally positions Monitronics for success. As Monitronics largest shareholder, we look forward to partnering with the Company’s management team as they execute on their strategic vision and continue to build Monitronics’ position as an industry leader. In partnership with our fellow shareholders, we have recruited an experienced and high-caliber Board of Directors of senior industrialists to support management in their efforts to drive value in the coming years.”

     

    Additional Details of the Balance Sheet Recapitalization

     

    Monitronics emerged from Chapter 11 protection having eliminated approximately $885 million of debt, including approximately $585 million aggregate principal amount of the Company’s 9.125% Senior Notes due 2020, $250 million of the Company’s term loans and $50 million of the Company’s revolving loans. Approximately 14% of the Company’s 9.125% Senior Notes due 2020 received cash and the remainder, along with $100 million of the Company’s term loans, were converted into equity. Approximately $823 million of the Company’s term loans were converted into a new term loan facility. Upon emergence, the Company also gained access to $295 million of additional liquidity under new exit financing (consisting of a $150 million term loan facility, and a $145 million revolving facility) to support its continued growth and ensure it can continue to execute on its strategic plan. The Company further reduced outstanding indebtedness and paid fees and expenses related to the recapitalization transactions from the receipt of an additional  $200 million of cash comprised of $177 million in proceeds through an equity rights offering and approximately $23 million from Ascent in consideration for which the Ascent shareholders received, in the aggregate, 5.82% of the equity of the Company, or 1,309,757 shares of Monitronics common stock, based on a final exchange ratio of 0.1043086 of a share of Monitronics common stock for each outstanding share of Ascent common stock (other than (i) shares of Ascent common stock held by Monitronics or by Ascent as treasury shares or (ii) shares of Ascent common stock held by stockholders who did not vote for or consent in writing to the merger and who properly made a demand for appraisal of such shares pursuant to, and who complied in all respects with, the provisions of Section 262 of the General Corporation Law of the State of Delaware and did not thereafter fail to perfect, effectively withdraw, or otherwise lose their right to appraisal).

     

    New Board of Directors

     

    In tandem with the completion of Monitronics’ restructuring, the Company has appointed a new Board of Directors that will provide critical expertise and experience as the Company enters its next phase of growth and innovation.

     

    Effective immediately, the new Monitronics Board of Directors will be:

    • Jeffery Gardner, Monitronics President and CEO;
    • Michael J. Kneeland, Chairman of the Board, who most recently served as the CEO of United Rentals, Inc. and currently serves as the non-executive Chairman of United Rental’s Board;
    • Stephen Escudier, who currently serves as a Partner at EQT Partners;
    • Andrew Konopelski, who currently serves as a Partner at EQT Partners and Head of EQT Credit;
    • Michael Meyers, who most recently served as CFO of Monitronics;
    • Mitchell G. Etess, who most recently served as the CEO of Mohegan Gaming Authority & Entertainment; and
    • Patrick J. Bartels, Jr., who currently serves as the Managing Member of Redan Advisors LLC and holds the Chartered Financial Analyst designation.

     

    Regarding the new Board, Gardner continued: “The experience and engagement of our new Board of Directors – combined with the continued loyalty and partnership of our customers, employees, suppliers, and independent Authorized Dealers– will ensure we are in a position to capitalize on the opportunities in front of us and continue to build on our position as an industry leader.”

     

    Monitronics was represented in the recapitalization by Latham & Watkins LLP, King & Spalding LLP, Hunton Andrews Kurth LLP, Moelis & Company LLC and FTI Consulting Inc. Ascent was represented in this matter by Baker Botts L.L.P. and B. Riley FBR, Inc.

     

    Forward-Looking Statements

     

    This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “forward” or “continue” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements concerning management’s expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, financial prospects; anticipated sources and uses of capital; the expected timetable for the quotation of Monitronics common stock on the OTC Markets, and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of Monitronics’ services, technological innovations in the alarm monitoring industry, competitive issues, the receipt of approvals for the Monitronics common stock to be quoted on the OTC Markets, general market and economic conditions and changes in law and government regulations. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These forward-looking statements speak only as of the date of this communication, and Ascent and Monitronics expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's or Monitronics’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent and Monitronics, including the most recently filed Annual Report on Form 10-K for the year ended December 31, 2018 and their most recently filed Quarterly Reports on Form 10-Q for additional information about Ascent and Monitronics and about the risks and uncertainties related to Ascent's and Monitronics’ respective business which may affect the statements made in this communication.

     

    About Monitronics

     

    Monitronics (OTC: SCTY) is one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The Company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products.

     

    Media Contact

     

    Sarah Rosselet

    FTI Consulting

    312-428-2638

    sarah.rosselet@fticonsulting.com

     

    Investor Contact

     

    Erica Bartsch

    Sloane & Company

    212-486-9500

    ebartsch@sloanepr.com

    Go comment!

    Ascent Capital Group and Monitronics International Announce Waiver under the Merger Agreement and OTC Listing Update

    by User Not Found | Aug 29, 2019

    August 26, 2019

     

    ENGLEWOOD, Colo., Aug. 26, 2019 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. (“Ascent”) (OTC: ASCMA, ASCMB) and its wholly owned subsidiary, Monitronics International, Inc. (“Monitronics” or “the Company”), today announced that they have entered into a Waiver (the “Waiver”) under the Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Ascent will merge with and into Monitronics (the “Merger”) substantially concurrently with the completion of the previously announced restructuring of Monitronics. Pursuant to the Waiver, Ascent and

    Monitronics have agreed (i) to waive the condition to the closing of the Merger that the shares of Monitronics common stock (the “Monitronics Common Stock”) to be issued to the holders of Ascent’s common stock upon completion of the Merger and the transactions contemplated by the Merger Agreement be quoted on the OTC Markets or any similar national or international quotation service and (ii) that Monitronics shall endeavor to cause the Monitronics Common Stock to be quoted on any tier of the OTC Markets or any similar national or international quotation service as quickly as practicable after the completion of the Merger. It is currently expected that the Monitronics Common Stock will begin to be quoted on the OTC Markets on or prior to the second business day following the completion of the Merger and the transactions contemplated by the Merger Agreement. The Merger is expected to be completed on or about August 30, 2019, subject to the satisfaction of additional customary closing conditions.

     

    Forward-Looking Statements

     

    This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Merger and the expected timetable for its completion and for the quotation of the Monitronics Common Stock on the OTC Markets. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements, including, without limitation, satisfaction of the conditions to the completion of the Merger and completion of the endeavor set forth in the Waiver. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “forward” or

    “continue” and similar expressions are used to identify forward-looking statements that can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These forward-looking statements speak only as of the date of this communication, and Ascent and Monitronics expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's or Monitronics’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent and Monitronics, including the most recent Forms 10-K and 10-Q for additional information about Ascent and Monitronics and about the risks and uncertainties related to  Ascent's and Monitronics’ respective business which may affect the statements made in this press release.

     

    About Ascent and Monitronics

     

    Ascent Capital Group, Inc. (OTC: ASCMA, ASCMB) is a holding company whose primary subsidiary is Monitronics, one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products. For more information on Ascent, see http://ir.ascentcapitalgroupinc.com.

     

    Investor Contact

     

    Erica Bartsch Sloane & Company 212-486-9500

    ebartsch@sloanepr.com

     

    Media Contact

     

    Sarah Rosselet FTI Consulting Inc. 312-428-2638

    Sarah.Rosselet@fticonsulting.com

    Source: Ascent Capital Group

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    Ascent Capital Group Stockholders Approve Merger With Monitronics International

    by User Not Found | Aug 29, 2019

    Ascent Capital Group Stockholders Approve Merger With Monitronics International

    August 21, 2019

     

    ENGLEWOOD, Colo., Aug. 21, 2019 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. (“Ascent”) (OTC: ASCMA, ASCMB) today announced that Ascent stockholders approved the proposal (the “merger proposal”) to adopt the Agreement and Plan of Merger, by and between  Ascent  and Monitronics International, Inc. (“Monitronics”), dated  May 24, 2019, that was considered at the special meeting of Ascent stockholders held on August 21, 2019, pursuant to which Ascent will merge with and into Monitronics substantially concurrently with the restructuring of Monitronics (the “Merger”). Following the stockholders’ approval of the merger proposal, the Merger is expected to be completed on or about  August 30, 2019, subject to the satisfaction of additional customary closing conditions.

     

    Forward Looking Statements

     

    This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Merger and the expected timetable for its completion. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements, including, without limitation, satisfaction of the conditions to the completion of the Merger. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,”

    “forward” or “continue” and similar expressions are used to identify assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These forward-looking statements speak only as of the date of this communication, and Ascent expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent, including the most recent Forms 10-K and 10-Q for additional information about Ascent and about the risks and uncertainties related to Ascent's business which may affect the statements made in this communication.

     

    About Ascent and Monitronics

     

    Ascent Capital Group, Inc. (OTC: ASCMA, ASCMB) is a holding company whose primary subsidiary is Monitronics, one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products. For more information on Ascent, see http://ir.ascentcapitalgroupinc.com.

     

    Investor Contact

     

    Erica Bartsch Sloane & Company 212-486-9500

    ebartsch@sloanepr.com

    Source: Ascent Capital Group

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    Monitronics International Announces Confirmation of Plan of Reorganization

    by User Not Found | Aug 29, 2019

    August 8, 2019

    Expects to Emerge from Chapter 11 in Early September With One of the Industry’s Strongest Balance Sheets; Will Be Well Established for Growth and Innovation While Maintaining World Class Customer Service

    ENGLEWOOD, Colo., Aug. 08, 2019 (GLOBE NEWSWIRE) -- Monitronics International, Inc. (“Monitronics” or “the Company”), the wholly owned subsidiary of Ascent Capital Group, Inc. (“Ascent”) (OTC: ASCMA, ASCMB), today announced that the  United States Bankruptcy Court for the Southern District of Texas has confirmed the joint partial prepackaged plan of reorganization of Monitronics and certain of its domestic subsidiaries (the “Plan”). The confirmation clears the path for Monitronics to emerge from Chapter 11 protection in early September, if not earlier, with significantly less debt and access to new sources of capital that will support continued growth and innovation.

     

    “The Court’s confirmation of our Plan is a key milestone – paving the way for us to emerge from this process as an even stronger service provider, innovator, employer and business partner, with what we believe is the strongest balance sheet in the industry,” said Jeffery Gardner, President and Chief Executive Officer of Monitronics. “We are proud to have served our customers and honored our commitments to our business partners without interruption throughout this process. We are confident we will successfully complete this process in the near term and look forward to a new stage of accelerated, strategic growth as one of the nation’s largest home security and alarm monitoring companies.”

     

    In accordance with the confirmed Plan, Monitronics will eliminate approximately $885 million in debt. Up to approximately $685 million of debt will be converted to equity, including up to approximately $585 million aggregate principal amount of the Company’s 9.125% Senior Notes due 2020 and $100 million of the Company’s term loans. Approximately $822.50 million of the Company’s term loans will be converted into a takeback term loan facility.

    The Company also expects to receive $177 million in proceeds through an equity rights offering, and an additional $23 million from either Ascent or certain of the Company’s noteholders as discussed below. This cash will be used to, among other things, repay term and revolving loan debt.

     

    Additionally, upon emergence the Company will gain access to $295 million (consisting of a $150 million term loan facility, and a $145 million revolving facility) in exit financing to ensure it can continue to execute on its strategic plan.

     

    Concurrent with the completion of the reorganization of Monitronics under the Plan, subject to certain conditions (including the receipt of the requisite approval of Ascent’s stockholders at a special meeting to be held on Wednesday, August 21, 2019), Ascent anticipates that it will consummate the proposed merger with and into Monitronics (the “Merger”) as disclosed in Ascent’s proxy statement/prospectus, dated   July 25, 2019 forming a part of the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”). As a result of the Merger, all assets of Ascent, including up to $23 million in net cash (as defined in the Restructuring Support Agreement entered into by Ascent, Monitronics and certain creditors of Monitronics (as amended, the “Support Agreement”)) (the “Target Cash Amount”), will become assets of Monitronics. If, however, Ascent is expected to hold $20 million or more in net cash, but less than the Target Cash Amount upon consummation of the Plan, the stockholders of Ascent  will receive a proportionately lower percentage of shares of Monitronics common stock, and certain of the Company’s noteholders have agreed to contribute the shortfall pursuant to that certain Put Option Agreement, by and among, the Company, Ascent and certain noteholders, dated May 28, 2019 (the “Put Option Agreement”). If Ascent is expected to hold less than  $20 million in net cash upon consummation of the Plan, the Merger will not occur, certain noteholders, pursuant to the Put Option Agreement, will contribute the Target Cash Amount and Ascent will be obligated to make a cash contribution to Monitronics in the amount of $3.5 million. Additional information regarding the potential consequences of Ascent not participating in the Merger is set forth in the proxy statement/prospectus, dated July 25, 2019. If the Merger is not approved or completed on the effective date of the Plan, the restructuring of Monitronics will be completed without the participation of Ascent as contemplated by the Support Agreement.

     

    A new Monitronics Board of Directors will be appointed at the time of emergence.

     

    Additional information on the Company’s Plan and emergence from the Chapter 11 process can be found at https://cases.primeclerk.com/monitronics.

     

    Monitronics is represented in this matter by Latham & Watkins LLP, King & Spalding LLP, Hunton Andrews Kurth LLP, Moelis & Company LLC and FTI Consulting Inc. Ascent is represented in this matter by Baker Botts L.L.P. and B. Riley FBR, Inc.

     

    Forward-Looking Statements

     

    This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “forward” or “continue” and similar

    expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements concerning management’s expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, financial prospects; anticipated sources and uses of capital; the transactions contemplated by the Support Agreement, including the Merger of Ascent and Monitronics and the restructuring of Monitronics, including the anticipated timing for the completion of these transactions and their expected benefits, and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the inability to complete the Merger due to the inability to obtain the requisite approvals or to satisfy other conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; risks related to disruption of


    management’s attention from ongoing business operations due to the Merger, the Chapter 11 cases filed by Monitronics and its domestic subsidiaries (the “Chapter 11 Cases”) or the restructuring; and the effects of future litigation, including litigation relating to the Merger, the Chapter 11 cases or the restructuring. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These forward-looking statements speak only as of the date of this communication, and Ascent and Monitronics expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's or Monitronics’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent and Monitronics, including the most recently filed Annual Report on Form 10-K for the year ended December 31, 2019 and their most recently filed Quarterly Reports on Form 10-Q for additional information about Ascent and Monitronics and about the risks and uncertainties related to Ascent's and Monitronics’ respective business which may affect the statements made in this communication.

     

    Additional Information

     

    Nothing in this communication shall constitute a solicitation to buy or an offer to sell any securities of Ascent or Monitronics. Ascent stockholders and other investors are urged to read the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 regarding the Merger and any other relevant documents that have been filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the Merger and the transactions contemplated in connection with the Merger. Copies of Ascent’s and Monitronics’ SEC filings are available free of charge at the SEC’s website ( http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Monitronics International, Inc., 1990 Wittington Place, Farmers Branch, TX, Telephone: (972) 243-7443, or to Ascent Capital Group, Inc., 5251 DTC Parkway. Suite 1000, Greenwood Village, CO 80111, Telephone: (303) 628-5600.

     

    Participants in the Solicitation

     

    The directors and executive officers of Ascent and Monitronics and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed merger of Ascent and Monitronics. Information regarding the directors and executive officers of Ascent is available in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2018, which has been filed with the SEC, and certain of its Current Reports on Form 8-K. Information regarding the directors and executive officers of Monitronics is set forth in the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 that has been filed with the SEC regarding the proposed merger and other transactions contemplated by the Support Agreement . Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is available in the proxy materials regarding the foregoing filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

     

    About Ascent and Monitronics

     

    Ascent Capital Group, Inc. (OTC: ASCMA, ASCMB) is a holding company whose primary subsidiary is Monitronics, one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products. For more information on Ascent, see http://ir.ascentcapitalgroupinc.com.

     

    Investor Contact

     

    Erica Bartsch Sloane & Company 212-486-9500

    ebartsch@sloanepr.com

     

    Media Contact

     

    Sarah Rosselet FTI Consulting Inc. 312-428-2638

    Sarah.Rosselet@fticonsulting.com

    Source: Ascent Capital Group

    Go comment!

    Ascent Capital Group Announces Financial Results for the Three and Six Months Ended June 30, 2019

    by User Not Found | Aug 29, 2019

    August 7, 2019

     

    ENGLEWOOD, Colo., Aug. 07, 2019 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. (“Ascent” or the “Company”) (OTC: ASCMA, ASCMB) has reported results for the three and six months ended June 30, 2019. Ascent is a holding company that owns Monitronics International, Inc., ("Monitronics", doing business as Brinks Home SecurityTM), one of the nation’s largest home security alarm monitoring companies.

    Headquartered in the Dallas-Fort Worth area, Monitronics provides security alarm monitoring services to approximately 900,000 residential and commercial customers as of June 30, 2019. Monitronics’ long-term monitoring contracts provide high margin recurring revenue that produce predictable and stable cash flow.

     

    Highlights1:

     

    Ascent’s net revenue for the three and six months ended  June 30, 2019 totaled $128.1 million and $257.7 million, respectively.

    Ascent’s net income for the three and six months ended  June 30, 2019 totaled $628.9 million and $601.1 million, respectively. Monitronics’ net loss for the three and six months ended  June 30, 2019 totaled $54.2 million and $86.0 million, respectively.

    Ascent’s Adjusted EBITDA for the three and six months ended  June 30, 2019 totaled $67.2 million and $139.9 million, respectively. Monitronics’ Adjusted EBITDA for the three and six months ended  June 30, 2019 totaled $68.3 million and

    $142.0 million, respectively.

    On May 20, 2019, Ascent, Monitronics and Monitronics’ largest creditors entered into a Restructuring Support Agreement (the “RSA”) that will eliminate approximately  $885.0 million of Monitronics’ debt.

    On June 30, 2019, in accordance with the plans outlined in the RSA, Monitronics voluntarily filed for Chapter 11 bankruptcy protection. As a result, Ascent deconsolidated Monitronics from its financial statements and recognized a net gain on deconsolidation of $685.5 million for the three and six months ended June 30, 20192.

    On July 26, 2019, Ascent mailed its definitive proxy statement with respect to the special meeting of Ascent stockholders, to be held on August 21, 2019, at which the Ascent stockholders will be asked to vote in favor of Ascent’s participation in the restructuring of Monitronics by means of a merger of Ascent into Monitronics.

     

    Results for the Three and Six Months Ended June 30, 2019

     

    For the three months ended June 30, 2019, Ascent reported net revenue of $128.1 million, a decrease of 5.1%. For the six months ended June 30, 2019, net revenue totaled $257.7 million, a decrease of 4.1%. The reduction in revenue for the three and six months ended June 30, 2019 is due to the lower average number of subscribers in 2019. This decrease was partially offset by an increase in average recurring monthly revenue (“RMR”) per subscriber, to $45.40, due to certain price increases enacted during the past twelve months. In addition, when compared to the prior year periods, revenue decreased $3.8 million and $5.8 million for the three and six months ended June 30, 2019, respectively, related to changes in Topic 606 contract assets. All revenues of Ascent are generated by its wholly-owned subsidiary, Monitronics.

     

    Ascent’s cost of services, which are all incurred by Monitronics, for the three months ended June 30, 2019 decreased 13.7% to $28.5 million. For the six months ended June 30, 2019, Ascent’s cost of services decreased 15.9% to $55.3 million. The decreases in cost of services for the three and six months ended June 30, 2019 are primarily attributable to lower field service costs due to fewer retention and move jobs being completed and a decrease in expensed subscriber acquisition costs. Subscriber acquisition costs, which include expensed equipment and labor costs associated with the creation of new subscribers, decreased to $3.1 million and $4.8 million for the three and six months ended June 30, 2019, respectively, as compared to $4.3 million and $7.9 million for the three and six months ended June 30, 2018, respectively.

     

    Ascent’s selling, general & administrative ("SG&A") costs for the three months ended June 30, 2019, decreased 14.6% to $29.4 million. For the six months ended June 30, 2019, Ascent’s SG&A decreased 13.8% to $61.9 million. The decreases in SG&A for the three and six months ended June 30, 2019 are attributable to several factors including Monitronics receiving a $4.8 million insurance receivable settlement in April 2019 from an insurance carrier that provided coverage related to the 2017 class action litigation of alleged violation of telemarketing laws. Also contributing to the decline in SG&A in 2019 were rebranding expenses of $2.4 million and $3.3 million recognized in the three and six months ended June 30, 2018, respectively, and $3.0 million of Ascent Capital severance expense in the six months ended June 30, 2018. Subscriber acquisition costs in SG&A decreased to $7.8 million and $13.3 million for the three and six months ended June 30, 2019, respectively, as compared to $8.8 million and $16.9 million for the three and six months ended June 30, 2018, respectively.

     

    Monitronics’ SG&A costs for the three and six months ended June 30, 2019 were $28.2 million and $59.4 million, respectively, as compared to $32.7 million and $64.7 million for the three and six months ended June 30, 2018, respectively.

     

    Monitronics’ consolidated creation multiple, including both expensed subscriber acquisition costs and other capitalized creation costs, was 38.4x and


    37.7x for the three and six months ended June 30, 2019, respectively.

     

    Ascent reported net income for the three and six months ended June 30, 2019 of $628.9 million and $601.1 million, respectively, compared to net loss of $244.4 million and $275.2 million in the three and six months ended June 30, 2018. The increase in net income is primarily attributable to the gain on deconsolidation of subsidiaries, partially offset by $34.7 million of restructuring and reorganization expenses, recognized for the three and six months ended June 30, 2019, as compared to a $214.4 million loss on goodwill impairment recorded in the three and six months ended June 30, 2018.

     

    Monitronics reported a net loss for the three and six months ended June 30, 2019 of $54.2 million and $86.0 million, respectively, as compared to a net loss of $241.8 million and $268.0 million in the three and six months ended June 30, 2018, respectively. The decrease in Monitronics’ net loss is primarily due to the loss on goodwill impairment recorded in the three and six months ended June 30, 2018 partially offset by the restructuring and reorganization expense recorded in the three and six months ended June 30, 2019.

     

    Ascent’s Adjusted EBITDA decreased 3.2% to $67.2 million for the three months ended June 30, 2019. For the six months ended June 30, 2019, Ascent’s Adjusted EBITDA increased 1.2% to $139.9 million.

     

    Monitronics’ Adjusted EBITDA decreased 5.4% and 0.1% to $68.3 million and $142.0 million for the three and six months ended June 30, 2019, respectively. Monitronics’ Adjusted EBITDA, as a percentage of net revenue, for the three and six months ended June 30, 2019 was 53.3% and 55.1%, respectively, as compared to 53.4% and 52.9% in the three and six months ended June 30, 2018, respectively.

     

    For a reconciliation of net income (loss) to Adjusted EBITDA, please see the Appendix of this release.

     

    LTM Subscriber Rollforward and Attrition

     

    Twelve Months Ended June 30,

     

     

    2019

     

    2018

     

    Beginning balance of accounts

    955,853

     

    1,020,923

    Accounts acquired

    96,736

     

    98,561

    Accounts canceled

    (162,318

    )

    (158,233

    )

    Canceled accounts guaranteed by dealer and other adjustments (a)

    (4,835

    )

    (5,398

    )

    Ending balance of accounts

    885,436

     

    955,853

     

    Monthly weighted average accounts

    921,898

     

    980,008

     

    Attrition rate – Unit

    17.6

    %

    16.1

    %

    Attrition rate - RMR (b)

    17.5

    %

    13.6

    %

    (a) Includes canceled accounts that are contractually guaranteed to be refunded from holdback.

    (b) 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.

     

    Unit attrition increased from 16.1% for the twelve months ended June 30, 2018 to 17.6% for the twelve months ended June 30, 2019. The RMR attrition rate for the twelve months ended June 30, 2019 and 2018 was 17.5% and 13.6%, respectively. Contributing to the increase in unit and RMR attrition were fewer customers under contract or in the dealer guarantee period for the twelve months ended June 30, 2019, as compared to the prior period, increased non-pay attrition as well as some impact from competition from new market entrants. The increase in the RMR attrition rate for the twelve months ended June 30, 2019 was also impacted by a less aggressive price increase strategy in first half of 2019.

     

    During the three and six months ended June 30, 2019, Monitronics acquired 22,743 and 42,746 subscriber accounts, respectively, as compared to 37,383 and 58,930 subscriber accounts in the three months ended June 30, 2018, respectively. Accounts acquired for the three and six months ended June 30, 2018 reflect bulk buys of approximately 10,600 and 10,900 accounts, respectively.

     

    Ascent Liquidity and Capital Resources

     

    At June 30, 2019, on a consolidated basis, Ascent had $29.8 million of cash and cash equivalents. In accordance with the RSA, Ascent plans to use its remaining cash and cash equivalents to fund Ascent Capital liabilities and contribute its net cash to the proposed merger of Ascent and Monitronics.

     

    On February 14, 2019, Ascent repurchased $75.7 million in aggregate principal amount of then outstanding Convertible Notes from certain then holders of Convertible Notes pursuant to the previously announced Settlement and Note Repurchase Agreement and Release (the “Settlement Agreement”), dated February 11, 2019, between Ascent and its directors and executive officers, on the one hand, and certain holders of Convertible Notes, on the other hand. Convertible Notes repurchased pursuant to the Settlement Agreement were cancelled.

     

    On February 19, 2019, Ascent commenced a cash tender offer to purchase any and all of its outstanding Convertible Notes (the “Tender Offer”). On March 22, 2019, the Company entered into transaction support agreements with holders of approximately $18.6 million in aggregate principal amount of the Convertible Notes, pursuant to which the Company agreed to increase the purchase price for the Convertible Notes in the Tender Offer to $950 per $1,000 principal amount of Convertible Notes, with no accrued and unpaid interest to be payable (as so amended, the “Amended Tender Offer”) and such holders agreed to tender, or cause to be tendered, into the Amended Tender Offer all Convertible Notes held by such holders. The Amended Tender Offer was settled on April 1, 2019. A total of $20.8 million in aggregate principal amount of Convertible Notes were accepted for payment pursuant to the Amended Tender Offer. Following the consummation of the transactions contemplated by the Settlement Agreement and the consummation of the Amended Offer, the Company separately negotiated private repurchases of the remaining $260,000 in aggregate principal amount for cash of $247,000 during the second quarter of 2019.

     

    In considering the Company’s liquidity requirements for the next twelve months, Ascent evaluated its known future commitments and obligations. Ascent will be required to hold at least $20 million in net cash (calculated in accordance with the RSA) to contribute to the merger of Ascent and Monitronics. While Ascent had $29.8 million in cash on hand as of June 30, 2019, the Company currently has approximately $2.1 million  of outstanding liabilities and expects to incur at least $3 million in severance, legal, and other operating costs, and there is no assurance that these


    expenses will not be higher. Given such outstanding liabilities and projected additional liabilities and expenditures through the anticipated date of the merger, Ascent expects to have at least $20 million in net cash to complete the merger, but there can be no assurances that it will meet all the requirements stipulated in the RSA, including having the minimum net cash on hand if forecasted expenditures are larger than expected. If the merger is not completed for any reason as noted in the RSA, then the restructuring of Monitronics will be completed without the participation of Ascent, and Ascent’s equity interests in Monitronics will be cancelled without Ascent recovering any property or value on account of such equity interests. Furthermore, Ascent will be obligated to make a cash contribution to Monitronics in the amount of $3.5 million upon Monitronics' emergence from bankruptcy if the merger is not consummated.  In addition, if the merger is not consummated, the Ascent board of directors will evaluate strategic alternatives, including but not limited to raising additional capital, acquiring a business, the sale of the Company, or the dissolution of the Company. In the event of dissolution, there can be no assurance that engaging in a statutory dissolution process under Delaware law could be completed within 12 months of filing for dissolution, and no assurance can be given as to the amount of contingent liabilities for which reserves may be taken during the dissolution process. Also, during this time, the dissolution process would result in incremental costs and expenses to Ascent (including an expected shared service arrangement with Monitronics) and thus, in the event of a dissolution of the Company, the distribution of an aggregate amount of cash to the Ascent stockholders is expected to be substantially lower than the cash projected to be on hand as of the Plan effective date.

     

    Conference Call

     

    Ascent will not host an earnings call or webcast due to the pending restructuring of Monitronics and proposed merger of Ascent and Monitronics.

     

    Forward Looking Statements

     

    This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential and expansion, the success of new products and services, account creation and related costs, anticipated account generation, future financial performance and prospects, anticipated sources and uses of capital, the restructuring of Monitronics (including the proposed merger with Ascent), strategic alternatives available to Ascent if it does not participate in the merger (including the terms on which any such alternatives could be effected) and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, the ability of Monitronics to complete its restructuring, the ability of Ascent to participate in the merger (including statements regarding expected expenditures and contingent liabilities), the ability of Ascent to effect strategic alternatives to the merger, general market and economic conditions and changes in law and government regulations. These forward-looking statements speak only as of the date of this press release, and Ascent expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent, including the most recent Forms 10-K and 10-Q for additional information about Ascent and about the risks and uncertainties related to Ascent's business which may affect the statements made in this press release.

     

    Additional Information

     

    Nothing in this communication shall constitute a solicitation to buy or an offer to sell any securities of Ascent or Monitronics. Ascent stockholders and other investors are urged to read the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 regarding the proposed merger of Ascent and Monitronics and any other relevant documents that have been filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed merger and the transactions contemplated by the Support Agreement. Copies of Ascent’s and Monitronics’ SEC filings are available free of charge at the SEC’s website ( http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Monitronics International, Inc., 1990 Wittington Place, Farmers Branch, TX, Telephone: (972) 243-7443, or to Ascent Capital Group, Inc., 5251 DTC Parkway. Suite 1000, Greenwood Village, CO 80111, Telephone: (303) 628-5600.

     

    Participants in the Solicitation

     

    The directors and executive officers of Ascent and Monitronics and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed merger of Ascent and Monitronics. Information regarding the directors and executive officers of Ascent is available in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2018, which has been filed with the SEC, and certain of its Current Reports on Form 8-K. Information regarding the directors and executive officers of Monitronics is set forth in the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 that has been filed with the SEC regarding the proposed merger and other transactions contemplated by the Support Agreement. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is available in the proxy materials regarding the foregoing filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

     

    About Ascent and Monitronics

     

    Ascent Capital Group, Inc. (OTC: ASCMA, ASCMB) is a holding company whose primary subsidiary is Monitronics, one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products. For more information on Ascent, see http://ir.ascentcapitalgroupinc.com.

     

    Contact:

    Erica Bartsch Sloane & Company 212-446-1875

    ebartsch@sloanepr.com

     

     

     

     

     

     

     

    ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES

     

    Condensed Consolidated Balance Sheets

     

    Amounts in thousands, except share amounts

     


    June 30, 2019

    December 31, 2018

    Assets

     

     

    Current assets:

     

     

    Cash and cash equivalents

    $ 29,762

    105,921

    Restricted cash

    189

    Trade receivables, net of allowance for doubtful accounts of $0 in 2019 and $3,759 in 2018

    13,121

    Prepaid and other current assets

    323

    32,202

    Total current assets

    30,085

    151,433

    Property and equipment, net of accumulated depreciation of $303 in 2019 and $40,827 in 2018

    3

    36,549

    Subscriber accounts and deferred contract acquisition costs, net of accumulated amortization of $0 in 2019 and $1,621,242 in 2018

    1,195,463


    Deferred income tax asset, net

    783

    Operating lease right-of-use asset

    97

    Other assets

    8

    29,316

    Total assets

    $ 30,193

    1,413,544

    Liabilities and Stockholders’ Equity (Deficit)



    Current liabilities:



    Accounts payable

    $ 173

    12,668

    Other accrued liabilities

    1,924

    36,006

    Deferred revenue

    13,060

    Holdback liability

    11,513

    Current portion of long-term debt

    1,895,175

    Total current liabilities

    2,097

    1,968,422

    Non-current liabilities:



    Long-term holdback liability

    1,770

    Derivative financial instruments

    6,039

    Operating lease liabilities

    Other liabilities

    12

    2,742

    Total liabilities

    2,109

    1,978,973

    Commitments and contingencies Stockholders’ deficit:



    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 12,115,260 and 12,080,683 shares at June 30, 2019 and December 31, 2018, respectively

    121

    121

    Series B common stock, $.01 par value. Authorized 5,000,000 shares; issued and outstanding 381,528 shares at both June 30, 2019 and December 31, 2018

    4

    4

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


    Additional paid-in capital

    1,425,384

    1,425,325

    Accumulated deficit

    (1,397,425 )

    (1,998,487)

    Accumulated other comprehensive income, net

    7,608

    Total stockholders’ equity (deficit)

    28,084

    (565,429)

    Total liabilities and stockholders’ equity(deficit)

    $ 30,193

    1,413,544

    See accompanying notes to condensed consolidated financial statements.


                                                                 

                                                                                             

                                                                                            

                                                                                                                                                          

                                                                                                                               ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES

     

    Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 

    Amounts in thousands, except shares and per share amounts




    Three Months Ended

    Six Months Ended


    June 30, 2019

    2018

    June 30, 2019

    2018

    Net revenue

    $128,091

    135,013

    $257,697

    268,766

    Operating expenses:





    Cost of services

    28,536

    33,047

    55,300

    65,748

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

    29,364

    34,387

    61,876

    71,793

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

    49,138

    53,891

    98,283

    108,302

    Depreciation

    3,123

    2,871

    6,281

    5,492

    Loss on goodwill impairment

    214,400

    214,400


    110,161

    338,596

    221,740

    465,735

    Operating income (loss)

    17,930

    (203,583)

    35,957

    (196,969)

    Other expense (income), net:





    Gain on deconsolidation of subsidiaries

    (685,530)

    (685,530)

    Restructuring and reorganization expense

    34,730

    34,730

    Interest income

    (318)

    (774)

    (862)

    (1,255)


    Interest expense

    40,521

    40,422

    78,415

    79,074

    Realized and unrealized (gain) loss, net on derivative financial instruments

    (969)

    6,804

    Refinancing expense

    331

    Other income, net

    (71)

    (211)

    (330)

    (2,276)


    (611,637)

    39,437

    (566,442)

    75,543

    Income (loss) before income taxes

    629,567

    (243,020)

    602,399

    (272,512)

    Income tax expense

    666

    1,347

    1,337

    2,693

    Net income (loss)

    628,901

    (244,367)

    601,062

    (275,205)

    Other comprehensive income (loss):





    Unrealized holding loss on marketable securities, net

    (823)

    (3,900)


    Unrealized gain (loss) on derivative contracts, net

    (472)

    5,521

    (940)

    19,927

    Deconsolidation of subsidiaries

    (6,668)

    (6,668)

    Total other comprehensive income (loss), net of tax

    (7,140)

    4,698

    (7,608)

    16,027

    Comprehensive income (loss)

    $ 621,761

    (239,669)

    $ 593,454

    (259,178)

    Basic earnings (loss) per share:





    Net income (loss)

    $ 50.48

    (19.82)

    $ 48.30

    (22.35)

    Diluted earnings (loss) per share:





    Net income (loss)

    $ 50.02

    (19.82)

    $ 47.86

    (22.35)

    Weighted average Series A and Series B shares - basic

    12,459,283

    12,327,387

    12,444,628

    12,313,233

    Weighted average Series A and Series B shares - diluted

    12,574,076

    12,327,387

    12,559,421

    12,313,233

    Total issued and outstanding Series A and Series B shares at period end



    12,496,788

    12,413,898

    See accompanying notes to condensed consolidated financial statements.


     

    ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES

     

    Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 

    Amounts in thousands, except shares and per share amounts




    Six Months Ended June 30,


    2019

    2018

    Cash flows from operating activities:



    Net income (loss)

    $ 601,062

    (275,205)

    Adjustments to reconcile net income (loss) to net cash provided by operating activities:



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

    98,283

    108,302

    Depreciation

    6,281

    5,492

    Stock-based and long-term incentive compensation

    760

    945

    Deferred income tax expense

    1,324

    Amortization of debt discount and deferred debt costs

    197

    5,994

    Gain on deconsolidation of subsidiaries

    (685,530)

    Restructuring and reorganization expense

    34,730

    Unrealized loss on derivative financial instruments, net

    4,577

    Refinancing expense

    331

    Bad debt expense

    5,903

    5,623

    Loss on goodwill impairment

    214,400

    Other non-cash activity, net

    (738)

    (805)

    Changes in assets and liabilities:



    Trade receivables

    (5,327)

    (5,434)

    Prepaid expenses and other assets

    4,590

    (2,001)

    Subscriber accounts - deferred contract acquisition costs

    (1,781)

    (2,586)

    Payables and other liabilities

    34,780

    7,623

    Net cash provided by operating activities

    98,118

    63,672

    Cash flows from investing activities:



    Capital expenditures

    (6,767)

    (8,928)

    Cost of subscriber accounts acquired

    (61,335)

    (69,695)

    Deconsolidation of subsidiary cash

    (11,588)

    Purchases of marketable securities

    (39,022)

    Proceeds from sale of marketable securities

    37,841

    Net cash used in investing activities

    (79,690)

    (79,804)

    Cash flows from financing activities:



    Proceeds from long-term debt

    43,100

    105,300

    Payments on long-term debt

    (99,376)

    (95,200)

    Payments of restructuring and reorganization costs

    (35,968)

    Payments of refinancing costs

    (2,521)

    Value of shares withheld for share-based compensation

    (11)

    (144)

    Net cash provided by (used in) financing activities

    (94,776)

    9,956

    Net decrease in cash, cash equivalents and restricted cash

    (76,348)

    (6,176)

    Cash, cash equivalents and restricted cash at beginning of period

    106,110

    10,465

    Cash, cash equivalents and restricted cash at end of period

    $ 29,762

    4,289

    Supplemental cash flow information:



    State taxes paid, net

    $ 2,637

    2,710

    Interest paid

    38,063

    72,899

    Accrued capital expenditures

    461

    616

    See accompanying notes to condensed consolidated financial statements.

                                                                                                                                                                          

     Adjusted EBITDA

     

    We evaluate the performance of our operations based on financial measures such as revenue and "Adjusted EBITDA." Adjusted EBITDA is a non-GAAP measure and 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 believes that Adjusted EBITDA is an important indicator of the operational strength and performance of its

    business. 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 Monitronics' 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 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 should not be compared to any similarly titled measures reported by other companies.

     

    The following table provides a reconciliation of Ascent's Net income (loss) to total Adjusted EBITDA for the periods indicated (amounts in thousands):

     


    Three Months Ended

    Six Months Ended


    June 30,


    June 30,



    2019

    2018

    2019

    2018

    Net income (loss)

    $ 628,901

    (244,367)

    $ 601,062

    (275,205 )

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

    49,138

    53,891

    98,283

    108,302

    Depreciation

    3,123

    2,871

    6,281

    5,492

    Stock-based compensation

    (389)

    685

    70

    970

    Long-term incentive compensation

    264


    550

    Severance expense (a)

    2,955

    LiveWatch acquisition contingent bonus charges

    62

    63

    124

    Legal settlement reserve (related insurance recovery)

    (4,800)

    (4,800)

    Rebranding marketing program

    2,403

    3,295

    Integration / implementation of company initiatives

    1,833

    3,414

    Loss on goodwill impairment

    214,400

    214,400

    Gain on deconsolidation of subsidiaries

    (685,530)

    (685,530)

    Restructuring and reorganization expense

    34,730

    34,730

    Interest income

    (318)

    (774)

    (862)

    (1,255)

    Interest expense

    40,521

    40,422

    78,415

    79,074

    Realized and unrealized (gain) loss, net on derivative financial instruments

    (969)

    6,804

    Refinancing expense

    331

    Insurance recovery in excess of cost on Ascent Convertible Note litigation

    (259)

    Unrealized gain on marketable securities, net

    (1,540)

    (2,576)

    Income tax expense

    666

    1,347

    1,337

    2,693

    Adjusted EBITDA

    $ 67,170

    69,400

    $ 139,889

    138,269

    Expensed Subscriber acquisition costs, net





    Gross subscriber acquisition costs

    $ 10,877

    13,135

    $ 18,192

    24,825

    Revenue associated with subscriber acquisition costs

    (2,393)

    (1,255)

    (4,096)

    (2,767)

    Expensed Subscriber acquisition costs, net

    $ 8,484

    11,880

    $ 14,096

    22,058


    (a) Severance expense related to transitioning executive leadership at Ascent in 2018.

     

    The following table provides a reconciliation of Monitronics’ Net loss to total Adjusted EBITDA for the periods indicated (amounts in thousands):

     



    Three Months Ended

    Six Months Ended


    June 30,


    June 30,



    2019

    2018

    2019

    2018

    Net loss

    $ (54,202)

    (241,792 )

    $ (85,972)

    (267,999)

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

    49,138


    53,891

    98,283


    108,302

    Depreciation

    3,121

    2,865

    6,275

    5,480

    Stock-based compensation

    (413)

    383

    (224)

    430

    Long-term incentive compensation

    264

    550

    LiveWatch acquisition contingent bonus charges


    62

    63

    124

    Legal settlement reserve (related insurance recovery)

    (4,800)


    (4,800)

    Rebranding marketing program

    2,403

    3,295

    Integration / implementation of company initiatives

    1,833

    3,414

    Loss on goodwill impairment



    214,400




    214,400


    Restructuring and reorganization expense

    33,102

    33,102

    Interest expense

    40,536

    38,600

    77,969

    75,473

    Expensed Subscriber acquisition costs, net





    Gross subscriber acquisition costs

    $ 10,877

    13,135

    $ 18,192

    24,825

    Revenue associated with subscriber acquisition costs

    (2,393)


    (1,255)

    (4,096)

    (2,767)

    Expensed Subscriber acquisition costs, net

    $ 8,484

    11,880

    $ 14,096

    22,058


    1 Comparisons are year-over-year unless otherwise specified.

    2 As a result of the deconsolidation, Ascent’s June 30, 2019 balance sheet excludes all assets and liabilities of Monitronics. Ascent’s statements of operations and cash flows include Monitronics operating results through June 30, 2019.

     

    Source: Ascent Capital Group


    Go comment!

    Monitronics International Files Voluntary Chapter 11 to Restructure and Strengthen Balance Sheet

    by User Not Found | Aug 29, 2019

    July 1, 2019

     

    Committed to Operating Its Business as Usual, Including Providing Powerful Home Security to Customers Without Interruption Secures Commitment of $245 Million in Debtor-in-Possession Financing to Support Business Operations

    ENGLEWOOD, Colo., July 01, 2019 (GLOBE NEWSWIRE) -- Monitronics International, Inc. (“Monitronics” or “the Company”), the wholly owned subsidiary of Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA), today announced that it has voluntarily initiated its previously announced planned financial restructuring under Chapter 11 of the U.S. Bankruptcy Code to effectuate its partially pre-packaged Plan of Reorganization (the “Plan”).

     

    Under the terms of the proposed Plan, which now has the support of holders of approximately 91 percent in amount of the Company’s secured term loans and holders of approximately 81 percent in amount of its senior unsecured notes, the Company will eliminate approximately $885 million in debt and emerge from Chapter 11 in approximately 75 days with what it believes is the strongest balance sheet in its industry. The case will be heard in the

    U.S. Bankruptcy Court for the Southern District of Texas.

     

    Monitronics expects to continue to operate its business in the ordinary course throughout the restructuring. The Company has filed the customary first day motions to ensure its continued ability to provide powerful home security to customers without interruption while meeting its commitments to employees, partner dealers, suppliers and other business partners. Additionally, the Company has secured a commitment for $245 million in debtor- in-possession (DIP) financing, which will be replaced by $295 million in exit financing at the completion of the reorganization to ensure the Company is able to execute on its strategic plan.

     

    “We believe that our Plan of Reorganization gives us the strongest balance sheet in our industry – an enviable financial position that allows us to accelerate our growth and emerge as a stronger provider, employer and partner,” said Jeffery Gardner, President and Chief Executive Officer of Monitronics. “Today’s Chapter 11 filing puts us one step closer to achieving our financial goals and, importantly, does so in way that ensures our continued ability to operate our business as usual and honor our financial commitments. I want to express my appreciation for the continued focus and commitment of the entire Monitronics team as well as the loyalty of our dealers, sales representatives, vendors and financial partners who have supported us through this process. We look forward to an even brighter future together.”

     

    Under the terms of the proposed Plan, up to approximately $685 million of debt will be converted to equity, including up to approximately $585 million aggregate principal amount of the Company’s 9.125% Senior Notes due 2020 and $100 million of the Company’s term loans. The Company also expects to receive $177 million in proceeds through an equity rights offering, and an additional $23 million from either Ascent in connection with the previously announced merger into Monitronics (the “Merger”) or through a “backstop” commitment from certain of its noteholders. This cash will be used to, among other things, repay term and revolving loan debt.

     

    Following the completion of the restructuring, the Company is expected to have approximately $990 million of total debt. Recurring monthly revenue (“RMR”) as of  May 30, 2019, was $40.1 million.

     

    Concurrent with the completion of the reorganization of Monitronics under the Plan, subject to certain conditions (including the receipt of the requisite approval of Ascent’s stockholders), Ascent anticipates that it will consummate the Merger. As a result of the Merger, all assets of Ascent, including up to $23 million in cash (the “Target Cash Amount”), will become assets of Monitronics. Upon consummation of the Merger, Ascent’s stockholders are expected to receive up to approximately 5.82% (assuming the Target Cash Amount is $23 million) of the total shares of Monitronics common stock expected to be issued and outstanding following the consummation of the Plan and the Merger, in exchange for all then issued and outstanding shares of Ascent common stock, subject to dilution under a management incentive plan for the Company. If, however, Ascent is expected to hold $20 million or more in cash, but less than the Target Cash Amount upon consummation of the Plan, the stockholders of Ascent will receive a proportionately lower percentage of shares of Monitronics common stock, and certain of the Company’s noteholders have agreed to contribute the shortfall. If Ascent is expected to hold less than $20 million in cash upon consummation of the Plan, the Merger will not occur, certain noteholders will contribute the Target Cash Amount and Ascent will be obligated to make a cash contribution to Monitronics in the amount of $3.5 million. Additional information regarding the exchange ratio to be applied in the Merger and the potential consequences of Ascent failing to participate in the Merger was set forth in a registration statement filed with the Securities and Exchange Commission (the “SEC”) on  May 24, 2019.

     

    Under the terms of a Restructuring Support Agreement entered into by Ascent, Monitronics and certain creditors of Monitronics (as amended, the “Support Agreement”), Ascent must obtain approval for the Merger from its stockholders within 63 days of the commencement of Monitronics' Chapter 11 Cases on June 30, 2019 (“Petition Date”). If the Merger is not approved within 63 days following the Petition Date or the Merger is not completed on the effective date of the Plan for any reason (including as a result of the occurrence of certain circumstances described in the Support Agreement), the Merger will not occur, and the restructuring of Monitronics will be completed without the participation of Ascent. Further, if the restructuring of Monitronics occurs without the participation of Ascent, Ascent will be obligated to make a $3.5 million cash contribution to Monitronics and Ascent’s equity interests in Monitronics will be cancelled without Ascent recovering any property or value on account of such equity interests.

     

    William Niles, Chief Executive Officer and General Counsel of Ascent, stated, “We continue to believe the completion of this debt restructuring, with the participation of Ascent, is the best opportunity for our stockholders to maximize the value of their holdings – both at present and as part of a stronger and more competitive go-forward business. We look forward to efficiently completing these last steps in the restructuring process for the benefit of all our stakeholders.”


    A new Monitronics Board of Directors will be appointed at the completion of the reorganization.

     

    The shares of Series A common stock of Ascent are currently traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “ASCMA” and the shares of Series B common stock of Ascent are quoted on the OTC Markets under the symbol “ASCMB.” There is no current trading market for Monitronics’ common stock. However, an application has been made to have the shares of Monitronics common stock to be issued in the Merger approved for quotation on the OTC Markets.

     

    Additional information about the Chapter 11 case and claims information can be found at https://cases.primeclerk.com/monitronics.

     

    Monitronics is represented in this matter by Latham & Watkins LLP, King & Spalding LLP, Hunton Andrews Kurth LLP, Moelis & Company LLC and FTI Consulting Inc. Ascent is represented in this matter by Baker Botts L.L.P. and B. Riley FBR, Inc.

     

    Forward Looking Statements

     

    This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “forward” or “continue” and similar

    expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements concerning management’s expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, financial prospects; anticipated sources and uses of capital; the transactions contemplated by the Support Agreement, including the proposed merger of Ascent and Monitronics (the “proposed merger”) and the restructuring of Monitronics, including the expected benefits of these transactions, continued listing of Ascent’s Series A common stock on the Nasdaq, quotation of Monitronics common stock on the OTC  Markets following the restructuring and proposed merger, business strategies, anticipated sources and uses of capital, future financial prospects and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the inability to complete the proposed merger due to the failure to obtain the requisite approvals or the failure to satisfy other conditions to completion of the proposed merger, including that a  governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed merger, the Plan, or the restructuring; risks related to disruption of management’s attention from ongoing business operations due to the proposed merger, the Chapter 11 Cases to be filed by Monitronics and its domestic subsidiaries or the restructuring; and the effects of future litigation, including litigation relating to the proposed merger, the Chapter 11 Cases or the restructuring. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These forward-looking statements speak only as of the date of this communication, and Ascent and Monitronics expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward- looking statement contained herein to reflect any change in Ascent's or Monitronics’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent and Monitronics, including the most recent Forms 10-K and 10-Q for additional information about Ascent and Monitronics and about the risks and uncertainties related to  Ascent's and Monitronics’ respective business which may affect the statements made in this communication.

     

    Additional Information

     

    Nothing in this communication shall constitute a solicitation to buy or an offer to sell any securities of Ascent or Monitronics. Ascent stockholders and other investors are urged to read the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 regarding the proposed merger of Ascent and Monitronics and any other relevant documents that have been filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed merger and the transactions contemplated by the Support Agreement. Copies of Ascent’s and Monitronics’  SEC filings are available free of charge at the SEC’s website ( http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Monitronics International, Inc., 1990 Wittington Place, Farmers Branch, TX, Telephone: (972) 243-7443, or to Ascent Capital Group, Inc., 5251 DTC Parkway.

    Suite 1000, Greenwood Village, CO 80111, Telephone: (303) 628-5600.

     

    Participants in the Solicitation

     

    The directors and executive officers of Ascent and Monitronics and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed merger of Ascent and Monitronics. Information regarding the directors and executive officers of Ascent is available in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2018, which has been filed with the SEC, and certain of its Current Reports on Form 8-K. Information regarding the directors and executive officers of Monitronics is set forth in the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 that has been filed with the SEC regarding the proposed merger and other transactions contemplated by the Support Agreement . Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is available in the proxy materials regarding the foregoing filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

     

    About Ascent and Monitronics

     

    Ascent Capital Group, Inc. (Nasdaq: ASCMA) is a holding company whose primary subsidiary is Monitronics, one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products. For more information on Ascent, see http://ir.ascentcapitalgroupinc.com.

     

    Investor Contact

     

    Erica Bartsch Sloane & Company 212-486-9500


    ebartsch@sloanepr.com

     

    Media Contact

     

    Sarah Rosselet FTI Consulting Inc. 312-428-2638

    Sarah.Rosselet@fticonsulting.com

    Source: Ascent Capital Group

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    Ascent Capital Group and Monitronics International Announce Restructuring Support Agreement

    by User Not Found | Aug 29, 2019

    May 21, 2019

     

    ENGLEWOOD, Colo., May 21, 2019 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary Monitronics International, Inc. (“Monitronics” or “the Company”) has entered into a Restructuring Support Agreement (the “Support Agreement”) with its largest creditors that will eliminate approximately  $885 million in debt.

     

    Under the terms of the Support Agreement, up to approximately $685 million of debt will be converted to equity, including up to approximately $585 million of the Company’s 9.125% Senior Notes due in 2020 and $100 million of the Company’s term loans. The Company will also receive an additional $200 million in cash from the Company’s noteholders through an equity rights offering and, subject to certain conditions, from Ascent in connection with the proposed merger with Monitronics (that is described in more detail below), which cash will be used to, among other things, repay remaining term loan debt.

     

    Following the completion of the restructuring, the Company is currently expected to have approximately $990 million of total debt. Recurring Monthly Revenue (“RMR”) as of  March 31, 2019, was $40.8 million.

     

    Under the terms of the Support Agreement, Monitronics and its subsidiaries would effectuate the proposed transactions through a partial

    pre-packaged plan of reorganization (the “Plan”) under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”). The Company has already obtained support for the proposed transactions from holders of approximately 83 percent of its secured term loans and approximately 72 percent of its senior unsecured notes.

     

    The Company is confident, based on the Support Agreement reached with its largest creditors, that it will be able to meet its financial commitments and otherwise continue to operate its business as usual throughout the restructuring period, including paying its employees, dealers and suppliers in the normal course of business and providing best-in-class home security to all of its customers. As part of the anticipated Chapter 11 process, the Company has secured a commitment for $245 million in debtor-in-possession (DIP) financing that will be replaced by $295 million in exit financing at the completion of the reorganization. The Support Agreement contemplates that all trade claims (whether arising prior to or after the commencement of the voluntary Chapter 11 Cases (“Chapter 11 Cases”)) will be paid in full in the ordinary course of business, and that the Company will continue operating its business without disruption to its customers, vendors, partners or employees.

     

    “The restructuring announced today will give our Company the strongest balance sheet in our industry and, in doing so, will make us an even stronger competitor and partner,” said Jeffery Gardner, President and Chief Executive Officer of Monitronics. “With the support of our largest creditors now solidly behind us, we look forward to efficiently and definitively completing this debt restructuring, so we may realize our full potential for long-term growth and success.”

     

    Concurrent with the completion of the reorganization of Monitronics under the Plan, Ascent will, subject to, among other things, the receipt of the requisite approval of Ascent’s stockholders, merge into Monitronics (the “Merger”). As a result of the Merger, all assets of Ascent, including an anticipated approximately $23 million in cash (the “Target Cash Amount”), will become assets of Monitronics. Ascent’s stockholders are expected to receive approximately up to 5.82% of the total shares of Monitronics common stock expected to be issued and outstanding immediately following completion of the reorganization and Merger, but subject to dilution by certain shares issued under a management incentive plan for the Company, in exchange for all then issued and outstanding shares of Ascent common stock. If, however, Ascent is expected to hold cash equal to or in excess of

    $20 million but less than the Target Cash Amount as of the date of completion of the reorganization of Monitronics under the Plan, the stockholders of Ascent will receive a proportionately lower percentage of shares of Monitronics common stock, and certain participants in the equity rights offering have agreed to contribute the shortfall. If Ascent is expected to hold less than $20 million in cash as of the date of completion of the reorganization of Monitronics under the Plan, the Merger will not be consummated, and certain participants in the equity rights offering have agreed to contribute the full Target Cash Amount. Additional information regarding the exchange ratio to be applied in the Merger and the potential consequences of Ascent failing to participate in the Merger will be set forth in a proxy statement/prospectus related to the Merger to be filed with the Securities and Exchange Commission (the “SEC”).

     

    Under the terms of the Support Agreement, Ascent must obtain approval for the Merger from its stockholders within 65 days following the date on which Monitronics commences the Chapter 11 Cases (“Petition Date”). If the Merger is not approved within 65 days following the Petition Date or the Merger is not completed on the effective date of the Plan for any reason (including as a result of the occurrence of certain circumstances described in the Support Agreement), the Merger will not occur, and the restructuring of Monitronics will be completed without the participation of Ascent. Further, if the restructuring of Monitronics occurs without the participation of Ascent, Ascent’s equity interests in Monitronics will be, pursuant to the Plan, cancelled without Ascent recovering any property or value on account of such equity interests.

     

    William Niles, Chief Executive Officer and General Counsel of Ascent, stated, “It was important to us to retain value for the Ascent stockholders, and the proposed Plan allows us to achieve this objective. If the restructuring is completed with the participation of Ascent, we believe Ascent stockholders will be able to benefit from their investment in what will then be a financially stronger and more competitive Monitronics.”

     

    A new Monitronics Board of Directors will be appointed at the completion of the reorganization.

     

    The shares of Series A common stock of Ascent are currently traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “ASCMA,” and the shares of Series B common stock of Ascent are quoted on the OTC Markets under the symbol “ASCMB.” There is no current trading market for Monitronics’ common stock. However, Monitronics expects to seek the quotation of its common stock on the OTC Markets following completion of the reorganization and the Merger.


    It is expected that shares of Ascent Series A common stock will continue to trade through the completion of the Merger, subject to applicable Nasdaq listing requirements. Ascent previously disclosed in 8-Ks filed with the SEC, that it had received letters from Nasdaq indicating that it was not in compliance with certain public float and minimum bid price requirements necessary for continued listing. Ascent is currently in the 180 day grace  period during which it could regain compliance. If upon expiration of this grace period (which will occur during the restructuring period), Ascent remains in non-compliance and is unsuccessful in securing an extension of the grace period, the Ascent Series A common stock will be delisted.

     

    Monitronics is represented in this matter by Latham & Watkins LLP, Hunton Andrews Kurth LLP, Moelis & Company LLC and FTI Consulting Inc. Ascent is represented in this matter by Baker Botts L.L.P. and B. Riley FBR, Inc.

     

    Forward Looking Statements

     

    This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “forward” or “continue” and similar

    expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements concerning management’s expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, financial prospects; anticipated sources and uses of capital; the transactions contemplated by the Support Agreement, including the proposed merger of Ascent and Monitronics (the “proposed merger”) and the restructuring of Monitronics, including the expected benefits of these transactions, continued listing of Ascent’s Series A common stock on the Nasdaq, quotation of Monitronics common stock on the OTC  Markets following the restructuring and proposed merger, business strategies, anticipated sources and uses of capital, future financial prospects and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the inability to complete the proposed merger due to the failure to obtain the requisite approvals or the failure to satisfy other conditions to completion of the proposed merger, including that a  governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed merger, the Plan, or the restructuring; risks related to disruption of management’s attention from ongoing business operations due to the proposed merger, the Chapter 11 Cases to be filed by Monitronics and its domestic subsidiaries or the restructuring; and the effects of future litigation, including litigation relating to the proposed merger, the Chapter 11 Cases or the restructuring. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These forward-looking statements speak only as of the date of this communication, and Ascent and Monitronics expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward- looking statement contained herein to reflect any change in Ascent's or Monitronics’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent and Monitronics, including the most recent Forms 10-K and 10-Q for additional information about Ascent and Monitronics and about the risks and uncertainties related to  Ascent's and Monitronics’ respective business which may affect the statements made in this communication.

     

    Additional Information

     

    Nothing in this communication shall constitute a solicitation to buy or an offer to sell any securities of Ascent or Monitronics. Ascent stockholders and other investors are urged to read the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 regarding the proposed merger of Ascent and Monitronics and any other relevant documents to be filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed merger and the transactions contemplated by the Support Agreement. Copies of Ascent’s and Monitronics’  SEC filings are available free of charge at the SEC’s website ( http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Monitronics International, Inc.,  1990 Wittington Place, Farmers Branch, TX, Telephone: (972) 243-7443, or to Ascent Capital Group, Inc., 5251 DTC Parkway. Suite 1000,  Greenwood Village, CO 80111, Telephone: (303) 628-5600.

     

    Participants in the Solicitation

     

    The directors and executive officers of Ascent and Monitronics and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed merger of Ascent and Monitronics. Information regarding the directors and executive officers of Ascent is available in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2018, which has been filed with the SEC, and certain of its Current Reports on Form 8-K. Information regarding the directors and executive officers of Monitronics will be available in the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 regarding the proposed merger and other transactions contemplated by the Support Agreement to be filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the foregoing to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

     

    About Ascent and Monitronics

     

    Ascent Capital Group, Inc. (Nasdaq: ASCMA) is a holding company whose primary subsidiary is Monitronics, one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products. For more information on Ascent, see http://ir.ascentcapitalgroupinc.com.

     

    Investor Contact

     

    Erica Bartsch Sloane & Company 212-446-1875

    ebartsch@sloanepr.com

     

    Media Contact


    Sarah Rosselet FTI Consulting Inc. 312-428-2638

    Sarah.Rosselet@fticonsulting.com

    Source: Ascent Capital Group

    Go comment!

    Ascent Capital Group Announces Financial Results for the Three Months Ended March 31, 2019

    by User Not Found | Aug 29, 2019

    May 21, 2019

     

    ENGLEWOOD, Colo., May 21, 2019 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary Monitronics International, Inc. (“Monitronics” or “the Company”) has entered into a Restructuring Support Agreement (the “Support Agreement”) with its largest creditors that will eliminate approximately  $885 million in debt.

     

    Under the terms of the Support Agreement, up to approximately $685 million of debt will be converted to equity, including up to approximately $585 million of the Company’s 9.125% Senior Notes due in 2020 and $100 million of the Company’s term loans. The Company will also receive an additional $200 million in cash from the Company’s noteholders through an equity rights offering and, subject to certain conditions, from Ascent in connection with the proposed merger with Monitronics (that is described in more detail below), which cash will be used to, among other things, repay remaining term loan debt.

     

    Following the completion of the restructuring, the Company is currently expected to have approximately $990 million of total debt. Recurring Monthly Revenue (“RMR”) as of  March 31, 2019, was $40.8 million.

     

    Under the terms of the Support Agreement, Monitronics and its subsidiaries would effectuate the proposed transactions through a partial

    pre-packaged plan of reorganization (the “Plan”) under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”). The Company has already obtained support for the proposed transactions from holders of approximately 83 percent of its secured term loans and approximately 72 percent of its senior unsecured notes.

     

    The Company is confident, based on the Support Agreement reached with its largest creditors, that it will be able to meet its financial commitments and otherwise continue to operate its business as usual throughout the restructuring period, including paying its employees, dealers and suppliers in the normal course of business and providing best-in-class home security to all of its customers. As part of the anticipated Chapter 11 process, the Company has secured a commitment for $245 million in debtor-in-possession (DIP) financing that will be replaced by $295 million in exit financing at the completion of the reorganization. The Support Agreement contemplates that all trade claims (whether arising prior to or after the commencement of the voluntary Chapter 11 Cases (“Chapter 11 Cases”)) will be paid in full in the ordinary course of business, and that the Company will continue operating its business without disruption to its customers, vendors, partners or employees.

     

    “The restructuring announced today will give our Company the strongest balance sheet in our industry and, in doing so, will make us an even stronger competitor and partner,” said Jeffery Gardner, President and Chief Executive Officer of Monitronics. “With the support of our largest creditors now solidly behind us, we look forward to efficiently and definitively completing this debt restructuring, so we may realize our full potential for long-term growth and success.”

     

    Concurrent with the completion of the reorganization of Monitronics under the Plan, Ascent will, subject to, among other things, the receipt of the requisite approval of Ascent’s stockholders, merge into Monitronics (the “Merger”). As a result of the Merger, all assets of Ascent, including an anticipated approximately $23 million in cash (the “Target Cash Amount”), will become assets of Monitronics. Ascent’s stockholders are expected to receive approximately up to 5.82% of the total shares of Monitronics common stock expected to be issued and outstanding immediately following completion of the reorganization and Merger, but subject to dilution by certain shares issued under a management incentive plan for the Company, in exchange for all then issued and outstanding shares of Ascent common stock. If, however, Ascent is expected to hold cash equal to or in excess of

    $20 million but less than the Target Cash Amount as of the date of completion of the reorganization of Monitronics under the Plan, the stockholders of Ascent will receive a proportionately lower percentage of shares of Monitronics common stock, and certain participants in the equity rights offering have agreed to contribute the shortfall. If Ascent is expected to hold less than $20 million in cash as of the date of completion of the reorganization of Monitronics under the Plan, the Merger will not be consummated, and certain participants in the equity rights offering have agreed to contribute the full Target Cash Amount. Additional information regarding the exchange ratio to be applied in the Merger and the potential consequences of Ascent failing to participate in the Merger will be set forth in a proxy statement/prospectus related to the Merger to be filed with the Securities and Exchange Commission (the “SEC”).

     

    Under the terms of the Support Agreement, Ascent must obtain approval for the Merger from its stockholders within 65 days following the date on which Monitronics commences the Chapter 11 Cases (“Petition Date”). If the Merger is not approved within 65 days following the Petition Date or the Merger is not completed on the effective date of the Plan for any reason (including as a result of the occurrence of certain circumstances described in the Support Agreement), the Merger will not occur, and the restructuring of Monitronics will be completed without the participation of Ascent. Further, if the restructuring of Monitronics occurs without the participation of Ascent, Ascent’s equity interests in Monitronics will be, pursuant to the Plan, cancelled without Ascent recovering any property or value on account of such equity interests.

     

    William Niles, Chief Executive Officer and General Counsel of Ascent, stated, “It was important to us to retain value for the Ascent stockholders, and the proposed Plan allows us to achieve this objective. If the restructuring is completed with the participation of Ascent, we believe Ascent stockholders will be able to benefit from their investment in what will then be a financially stronger and more competitive Monitronics.”

     

    A new Monitronics Board of Directors will be appointed at the completion of the reorganization.

     

    The shares of Series A common stock of Ascent are currently traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “ASCMA,” and the shares of Series B common stock of Ascent are quoted on the OTC Markets under the symbol “ASCMB.” There is no current trading market for Monitronics’ common stock. However, Monitronics expects to seek the quotation of its common stock on the OTC Markets following completion of the reorganization and the Merger.


    It is expected that shares of Ascent Series A common stock will continue to trade through the completion of the Merger, subject to applicable Nasdaq listing requirements. Ascent previously disclosed in 8-Ks filed with the SEC, that it had received letters from Nasdaq indicating that it was not in compliance with certain public float and minimum bid price requirements necessary for continued listing. Ascent is currently in the 180 day grace  period during which it could regain compliance. If upon expiration of this grace period (which will occur during the restructuring period), Ascent remains in non-compliance and is unsuccessful in securing an extension of the grace period, the Ascent Series A common stock will be delisted.

     

    Monitronics is represented in this matter by Latham & Watkins LLP, Hunton Andrews Kurth LLP, Moelis & Company LLC and FTI Consulting Inc. Ascent is represented in this matter by Baker Botts L.L.P. and B. Riley FBR, Inc.

     

    Forward Looking Statements

     

    This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “forward” or “continue” and similar

    expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements concerning management’s expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, financial prospects; anticipated sources and uses of capital; the transactions contemplated by the Support Agreement, including the proposed merger of Ascent and Monitronics (the “proposed merger”) and the restructuring of Monitronics, including the expected benefits of these transactions, continued listing of Ascent’s Series A common stock on the Nasdaq, quotation of Monitronics common stock on the OTC  Markets following the restructuring and proposed merger, business strategies, anticipated sources and uses of capital, future financial prospects and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the inability to complete the proposed merger due to the failure to obtain the requisite approvals or the failure to satisfy other conditions to completion of the proposed merger, including that a  governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed merger, the Plan, or the restructuring; risks related to disruption of management’s attention from ongoing business operations due to the proposed merger, the Chapter 11 Cases to be filed by Monitronics and its domestic subsidiaries or the restructuring; and the effects of future litigation, including litigation relating to the proposed merger, the Chapter 11 Cases or the restructuring. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These forward-looking statements speak only as of the date of this communication, and Ascent and Monitronics expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward- looking statement contained herein to reflect any change in Ascent's or Monitronics’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent and Monitronics, including the most recent Forms 10-K and 10-Q for additional information about Ascent and Monitronics and about the risks and uncertainties related to  Ascent's and Monitronics’ respective business which may affect the statements made in this communication.

     

    Additional Information

     

    Nothing in this communication shall constitute a solicitation to buy or an offer to sell any securities of Ascent or Monitronics. Ascent stockholders and other investors are urged to read the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 regarding the proposed merger of Ascent and Monitronics and any other relevant documents to be filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed merger and the transactions contemplated by the Support Agreement. Copies of Ascent’s and Monitronics’  SEC filings are available free of charge at the SEC’s website ( http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Monitronics International, Inc.,  1990 Wittington Place, Farmers Branch, TX, Telephone: (972) 243-7443, or to Ascent Capital Group, Inc., 5251 DTC Parkway. Suite 1000,  Greenwood Village, CO 80111, Telephone: (303) 628-5600.

     

    Participants in the Solicitation

     

    The directors and executive officers of Ascent and Monitronics and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed merger of Ascent and Monitronics. Information regarding the directors and executive officers of Ascent is available in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2018, which has been filed with the SEC, and certain of its Current Reports on Form 8-K. Information regarding the directors and executive officers of Monitronics will be available in the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 regarding the proposed merger and other transactions contemplated by the Support Agreement to be filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the foregoing to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

     

    About Ascent and Monitronics

     

    Ascent Capital Group, Inc. (Nasdaq: ASCMA) is a holding company whose primary subsidiary is Monitronics, one of the largest home security and alarm monitoring companies in the U.S. Headquartered in the Dallas-Fort Worth area, Monitronics secures approximately 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has the nation’s largest network of independent authorized dealers – providing products and support to customers in the U.S., Canada and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products. For more information on Ascent, see http://ir.ascentcapitalgroupinc.com.

     

    Investor Contact

     

    Erica Bartsch Sloane & Company 212-446-1875

    ebartsch@sloanepr.com

     

    Media Contact


    Sarah Rosselet FTI Consulting Inc. 312-428-2638

    Sarah.Rosselet@fticonsulting.com

    Source: Ascent Capital Group

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    Ascent Capital Group Announces Financial Results for the Three and Twelve Months Ended December 31, 2018

    by User Not Found | Apr 03, 2019

    ENGLEWOOD, Colo., April 01, 2019 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three and twelve months ended December 31, 2018. Ascent is a holding company that owns Brinks Home Security™, one of the nation’s largest home security alarm monitoring companies.

    Headquartered in the Dallas-Fort Worth area, Brinks Home Security provides security alarm monitoring services to approximately 922,000 residential and commercial customers as of December 31, 2018. Brinks Home Security’s long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent’s net revenue for the three and twelve months ended December 31, 2018 totaled $134.4 million and $540.4 million, respectively
    • Ascent’s net loss for the three and twelve months ended December 31, 2018 totaled $382.7 million and $698.0 million, respectively. Brinks Home Security’s net loss for the three and twelve months ended December 31, 2018 totaled $376.9 million and $678.8 million, respectively. Net loss for the three and twelve months ended December 31, 2018 includes goodwill impairment charges of $349.1 million and $563.5 million, respectively. 
    • Ascent’s Adjusted EBITDA for the three and twelve months ended December 31, 2018 totaled $75.6 million and $280.8 million, respectively. Brinks Home Security’s Adjusted EBITDA for the three and twelve months ended December 31, 2018 totaled $76.0 million and $289.4 million, respectively

    Results for the Three and Twelve Months Ended December 31, 2018

    For the three months ended December 31, 2018, Ascent reported net revenue of $134.4 million, an increase of 0.7%. The increase in revenue for the three months ended December 31, 2018 included a $1.1 million favorable impact of the adoption of Topic 606, discussed below. For the twelve months ended December 31, 2018, net revenue totaled $540.4 million, a decrease of 2.4%. The reduction in revenue for the twelve months ended December 31, 2018 is due to the lower average number of subscribers in 2018. This decrease was partially offset by an increase in average recurring monthly revenue (“RMR”) per subscriber to $45.27 due to certain price increases enacted during the past twelve months. In addition, the Company recognized an $8.1 million increase in revenue for the twelve months ended December 31, 2018 from the favorable impact of the new revenue recognition guidance, Topic 606, adopted effective January 1, 2018. All revenues of Ascent are generated by its wholly-owned subsidiary, Brinks Home Security.

    Ascent’s total cost of services, which are all incurred by Brinks Home Security, for the three months ended December 31, 2018 decreased 4.3% to $28.1 million. The decrease in cost of services for the three months ended December 31, 2018 is attributable to lower production volume in the direct to consumer sales channel which reduced expensed subscriber acquisition costs to $2.2 million for the three months ended December 31, 2018 as compared to $3.4 million for the three months ended December 31, 2017. Expensed subscriber acquisition costs include equipment and labor costs associated with the creation of new subscribers. Further contributing to the decrease in cost of services for the three months ended December 31, 2018 was fewer field service retention jobs, which reduced certain field service costs, and favorable impacts from a lower headcount. These decreases are partially offset by expensing $1.5 million of direct and incremental field service costs on new alarm monitoring agreements obtained in connection with a subscriber move (“Moves Costs”) for the three months ended December 31, 2018. Moves Costs, net, for the three months ended December 31, 2017 of $2.6 million were capitalized to the balance sheet, as discussed further below.

    For the twelve months ended December 31, 2018, Ascent’s total cost of services increased 8.2% to $128.9 million. The increase for the twelve months ended December 31, 2018 is primarily due to expensing Moves Costs of $8.6 million for the twelve months ended December 31, 2018. Upon adoption of the new revenue recognition guidance, 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 twelve months ended December 31, 2017 were $14.4 million. Subscriber acquisition costs in cost of services increased to $14.7 million for the twelve months ended December 31, 2018 as compared to $12.2 million for the twelve months ended December 31, 2017, which is attributable to increased production volume in the direct to consumer sales channel year-over-year. These increases were offset by reduced salary and wage expense due to lower headcount for the full year ended December 31, 2018.

    Ascent’s selling, general & administrative ("SG&A") costs for the three months ended December 31, 2018, decreased 33.6% to $20.6 million which included an aggregate of $12.5 million in insurance receivable settlements reached with multiple carriers in connection with the 2017 legal settlement for class action litigation of alleged violation of telemarketing laws. Additionally, subscriber acquisition costs in SG&A decreased to $6.8 million for the three months ended December 31, 2018 as compared to $7.2 million for the three months ended December 31, 2017 on lower production volume in the direct to consumer sales channel. Offsetting these decreases were approximately $1.1 million in expenses associated with the Brinks Home Security rebranding and severance expense of $1.0 million related to a reduction in headcount event at Brinks Home Security. 

    Ascent’s SG&A costs for the twelve months ended December 31, 2018, decreased 22.2% to $130.6 million. The decrease in SG&A for the twelve month period is primarily attributable to a $28.0 million legal settlement recognized in the second quarter of 2017 for class action litigation of alleged violation of telemarketing laws and the 2018 recognition of an aggregate of $12.5 million in related insurance receivable settlements as discussed above. Additionally, there were decreases in stock based compensation expense, consulting fees related to Brinks Home Security cost reduction initiatives and general and administrative headcount. These decreases were offset by year over year increases in subscriber acquisition costs associated with the creation of new subscribers at Brinks Home Security. Subscriber acquisition costs in SG&A increased to $33.2 million for the twelve months ended December 31, 2018, as compared to $28.2 million for the twelve months ended December 31, 2017. Other increases in SG&A year-over-year included increased professional legal fees at Ascent, Brinks Home Security rebranding expense and severance expense related to transitioning Ascent executive leadership and a reduction in headcount at Brinks Home Security.

    Brinks Home Security SG&A costs for the three and twelve months ended December 31, 2018 were $20.0 million and $118.9 million, respectively, as compared to $29.1 million and $155.9 million, respectively, for the three and twelve months ended December 31, 2017.

    Ascent reported a net loss from continuing operations for the three and twelve months ended December 31, 2018 of $382.7 million and $698.0 million, respectively, compared to net loss from continuing operations of $16.0 million and $107.7 million in the prior year periods. The increase in net loss from continuing operations is primarily related to a goodwill impairment of $214.4 million recognized in the second quarter of 2018 and a further goodwill impairment of $349.1 million recognized in the fourth quarter of 2018, combined with the decreases in operating income discussed above.

    Brinks Home Security reported a net loss for the three and twelve months ended December 31, 2018 of $376.9 million and $678.8 million, respectively, compared to a net loss of $14.6 million and $111.3 million in the prior year periods.

    Ascent’s Adjusted EBITDA increased 3.8% to $75.6 million for the three months ended December 31, 2018. Ascent’s Adjusted EBITDA for the twelve months ended December 31, 2018 decreased 8.3% to $280.8 million. Brinks Home Security’s Adjusted EBITDA increased 3.0% to $76.0 million for the three months ended December 31, 2018. This increase is attributable to reduced subscriber acquisition costs, net of creation revenue, of $7.8 million for the three months ended December 31, 2018, as compared to $9.4 million for the three months ended December 31, 2017 and the increase in net revenue for the three months ended December 31, 2018 as discussed above. Brinks Home Security’s Adjusted EBITDA decreased 7.7% to $289.4 million in the twelve months ended December 31, 2018. This decrease is due to lower revenues, the expensing of Moves Costs, and higher subscriber acquisition costs, net of related revenue. Total subscriber acquisition costs, net of related revenue, for the year ended December 31, 2018 increased to $43.2 million, as compared to $35.5 million for the year ended December 31, 2017. Brinks Home Security’s Adjusted EBITDA as a percentage of net revenue for the three and twelve months ended December 31, 2018 was 56.5% and 53.6%, respectively, as compared to 55.2% and 56.7% in the prior year periods.

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    Ascent Capital Group Announces Financial Results for the Three and Nine Months Ended September 30, 2018

    by User Not Found | Nov 07, 2018

    Ascent Capital Group, Inc. ("Ascent" or the "Company") has reported results for the three and nine months ended September 30, 2018. Ascent is a holding company that owns Brinks Home Security [TM] , one of the nation's largest home security alarm monitoring companies. 

    Headquartered in the Dallas-Fort Worth area, Brinks Home Security provides security alarm monitoring services to approximately 942,000 residential and commercial customers as of September 30, 2018. Brinks Home Security's long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Highlights:

    -- Ascent's net revenue for the three and nine months ended September 30, 2018 totaled $137.2 million and $405.9 million, respectively.

    -- Ascent's net loss for the three and nine months ended September 30, 2018 totaled $40.1 million and $315.3 million, respectively. Brinks Home Security's net loss for the three and nine months ended September 30, 2018 totaled $33.8 million and $301.8 million, respectively.

    -- Ascent's Adjusted EBITDA for the three and nine months ended September 30, 2018 totaled $66.9 million and $205.2 million, respectively. Brinks Home Security's Adjusted EBITDA for the three and nine months ended September 30, 2018 totaled $71.3 million and $213.5 million, respectively.

    -- On October 30, 2018, Ascent and Brinks Home Security entered into an amended and restated transaction support agreement with creditors representing a majority of each of its Term B-2 Loan lenders and holders of Brinks Home Security's outstanding 9.125% Senior Notes due 2020 ("Senior Notes"). Pursuant to the agreement, Brinks Home Security expects to commence an exchange offer for its Senior Notes and a consent solicitation for certain proposed amendments to its Credit Facility and its Senior Notes.

    -- Brinks Home Security recently ranked #1 in customer satisfaction among home security brands as part of the J.D. Power 2018 Home Security Satisfaction Study

    Ascent's Chief Executive Officer, William Niles stated, "The Brinks Home Security team continued to make meaningful progress against its strategic operational initiatives in the third quarter. I am also pleased with our execution around the recent amended and restated transaction support agreement. Strengthening the balance sheet and providing the Brinks Home Security management team continued runway to execute on its business objectives remains a key priority, and I am encouraged by our progress."

    Jeffery Gardner, President and Chief Executive Officer of Brinks Home Security said, "We continued to advance our business objectives in the third quarter. Total account additions, excluding a large bulk purchase of 6,650 accounts, were up 24% year-over-year, with consistent year-over-year growth in both our Dealer and Direct to Consumer channels. The third quarter was the first full quarter under the Brinks Home Security brand, and we will continue to actively refine our sales and marketing strategies utilizing the brand. Additionally, I am pleased to note that Brinks Home Security was recently ranked #1 in customer satisfaction among home security brands as part of the J.D. Power 2018 Home Security Satisfaction Study, a testament to our continued focus on providing the highest level of support and service to all of our customers."

    216 Comments

    Ascent Capital Group Announces Financial Results for the Three and Six Months Ended June 30, 2018

    by Paul Jacobson | Aug 07, 2018

    ENGLEWOOD, Colo., Aug. 2, 2018 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three and six months ended June 30, 2018. Ascent is a holding company that owns Brinks Home Security, one of the nation’s largest home security alarm monitoring companies.

    Headquartered in the Dallas / Fort Worth area, Brinks Home Security provides security alarm monitoring services to over 950,000 residential and commercial customers as of June 30, 2018. Brinks Home Security’s long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Highlights:

    • Ascent’s net revenue for the three and six months ended June 30, 2018 totaled $135.0 million and $268.8 million, respectively.
    • Ascent’s net loss for the three and six months ended June 30, 2018 totaled $244.4 million and $275.2 million, respectively. Brinks Home Security’s net loss for the three and six months ended June 30, 2018 totaled $241.8 millionand $268.0 million, respectively
    • Ascent’s adjusted EBITDA for the three and six months ended June 30, 2018 totaled $69.4 million and $138.3 million, respectively. Brinks Home Security’s adjusted EBITDA for the three and six months ended June 30, 2018 totaled $72.2 million and $142.2 million, respectively
    • The Brinks Home Security brand name was officially launched on May 28, 2018 with the Company’s Direct to Consumer and Dealer channels now going to market under one, unified brand name

    Ascent Chief Executive Officer William Niles stated: “I am pleased with our execution in the quarter. The team’s continued progress toward strengthening its operating performance and the launch of the Brinks Home Security brand give me confidence in the long term prospects for the business.”

    Jeffery Gardner, President and Chief Executive Officer of Brinks Home Security said, “We continued to build momentum around our strategic operating initiatives in the second quarter. New subscribers grew 40 percent year-over-year and 73 percent sequentially, bolstered by an improved performance in our Direct to Consumer channel and a 10,250 bulk account purchase. Improved consolidated creation costs of 34.3 times resulted from favorable economics in our bulk purchase combined with solid performance in our Direct to Consumer channel. We also made incremental progress on RMR attrition, which improved 30 basis points sequentially to 13.6 percent. We will continue to focus on driving improvements in all of our attrition metrics.”

    “Finally, we officially launched the Brinks Home Security brand name in late May. Our Direct to Consumer and Dealer channels are now going to market under one unified brand and initial feedback from partners and customers has been positive. We are encouraged by our progress and remain committed to executing against our strategic initiatives to drive long term shareholder value.”

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    Ascent Capital Group Announced Financial Results for the Three Months Ended March 31, 2018

    by Paul Jacobson | May 11, 2018

    ENGLEWOOD, Colo., May 08, 2018 -- Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq: ASCMA) has reported results for the three months ended March 31, 2018. Ascent is a holding company that owns MONI, one of the nation's largest home security alarm monitoring companies.

    Headquartered in the Dallas-Fort Worth area, MONI provides security alarm monitoring services to approximately 1 million residential and commercial customers as of March 31, 2018. MONI's long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent's net revenue for the three months ended March 31, 2018 totaled $133.8 million.
    • Ascent's net loss for the three months ended March 31, 2018 totaled $30.8 million. MONI's net loss for the three months ended March 31, 2018 totaled $26.2 million.
    • Ascent's Adjusted EBITDA for the three months ended March 31, 2018 totaled $68.9 million. MONI's Adjusted EBITDA for the three months ended March 31, 2018 totaled $70.0 million.
    • The Company expects to formally launch the Brinks Home Security™ brand in May 2018.
    • The Company's partnership with Nest is off to a solid start with approximately 3,000 accounts activated since the launch of professional monitoring on December 5, 2017.
    • The Company's Direct Channel grew 21% year-over-year and 16% sequentially.
    • Consolidated creation costs totaled 34.6 times in the three months ended March 31, 2018, down 1.0 times year-over-year and down 1.4 times sequentially, due to improved efficiency in the Company's Direct Channel.

    Ascent Chief Executive Officer, Bill Niles stated, "The MONI team continues to remain focused on improving key operating metrics.  MONI delivered significant year over year growth in the direct to consumer sales channel and they have positioned the business to launch all of its operations, marketing and sales efforts under the Brinks Home Security™ brand in the second quarter.  We are pleased with the progress."  

    Jeffery Gardner, President and Chief Executive Officer of MONI said, "In the first quarter we made solid progress against several of our operational initiatives, including improvements in account growth and creation multiples. On a sequential basis, we delivered a 17% and 16% improvement in customer additions in our Dealer and Direct Channels, respectively, in the quarter.  Our largest dealer, Skyline, improved performance in each month of the quarter since launching with MONI on January 1st. Our partnership with Nest is also ramping up with approximately 3,000 accounts activated since the launch of professional monitoring on December 5, 2017. Further, consolidated creation costs dropped in the first quarter to 34.6 times. While we saw some sequential improvement in RMR attrition, we still have more work to do on both unit and RMR attrition, leveraging pricing strategies while taking a balanced approach to contract extensions."

    "Our efforts around the BRINKS rebrand are also progressing. We are on track to officially launch the full rebranding in May. We are excited for this new chapter in the Company's evolution and look forward to the opportunities ahead."

    394 Comments

    Ascent Capital Group Announces Financial Results for the Three Months and Full Year Ended December 31, 2017

    by User Not Found | Mar 07, 2018

    ENGLEWOOD, Colo., March 01, 2018 -- Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq: ASCMA) has reported results for the three months and full year ended December 31, 2017. Ascent is a holding company that owns MONI, one of the nation's largest home security alarm monitoring companies.

    Headquartered in the Dallas Fort-Worth area, MONI provides security alarm monitoring services to approximately one million residential and commercial customers as of December 31, 2017. MONI's long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Highlights:

    • Ascent's net revenue for the three and twelve months ended December 31, 2017 totaled $133.5 million and $553.5 million, respectively
    • Ascent's net loss for the three and twelve months ended December 31, 2017 totaled $16.0 million and $107.6 million, respectively. MONI's net loss for the three and twelve months ended December 31, 2017 totaled $14.6 million and $111.3 million, respectively
    • Ascent's Adjusted EBITDA for the three and twelve months ended December 31, 2017 totaled $72.9 million and $306.3 million, respectively. MONI's Adjusted EBITDA for the three and twelve months ended December 31, 2017 totaled $73.8 million and $313.6 million, respectively
    • On February 26, 2018 MONI announced an exclusive, long-term, trademark licensing agreement with The Brink's Company (NYSE:BCO), which will result in a complete rebranding of MONI and LiveWatch as BRINKS Home Security. The rebrand is expected to be completed in the second quarter of 2018
    • MONI launched its professional monitoring services for the Nest Secure alarm system through its direct to consumer channel on December 5, 2017, and through the Nest Secure app on February 20, 2018

    Ascent Chairman and Chief Executive Officer, Bill Fitzgerald stated, "The MONI team continued to work hard toward its objective of creating a broader, more diversified distribution platform in 2017, and building a solid foundation for a stronger, more competitive organization in an evolving smart home security market. I also believe that the recently announced rebranding to BRINKS Home Security is a critical step in our continuing transition to reach customers more effectively and I am confident that the work being done today will create a more reliable path to improved performance and long-term value to our shareholders."

    Jeffery Gardner, President and Chief Executive Officer of MONI said, "2017 was a transformational year for the MONI business. In addition to successfully launching and diversifying our direct-to-consumer sales channel, we announced a meaningful new partnership with Nest, drove tangible reductions in operating expenses, and made solid progress stabilizing dealer economics.  Capping this off, we recently partnered with Brinks to license the rights to the BRINKS Home Security brand name, an iconic, 150 year old brand with national recognition and broad consumer awareness. In a crowded smart home security market, it is increasingly important to have a heavy-weight brand that consumers nationwide can identify with and trust. Going to market with the #2 nationally recognized name in home security will provide us with a more dynamic growth profile and strengthens MONI's position as a leader in the smart-home security market."

    138 Comments

    ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017

    by User Not Found | Nov 03, 2017

    Englewood, CO – November 2, 2017 – Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three months ended September 30, 2017. Ascent is a holding company that owns MONI, one of the nation’s largest home security alarm monitoring companies.

    Headquartered in the Dallas Fort-Worth area, MONI provides security alarm monitoring services to approximately one million residential and commercial customers as of September 30, 2017. MONI’s long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Operational Highlights:

    • MONI announces important new partnership with Nest to provide professional monitoring to Nest Secure customers
    • MONI implements headcount reductions delivering $7 million of annualized cost savings
    • Realized first sequential improvement in Core Unit Attrition since 2015

       

      Key Financial Results1:

    • Ascent’s net revenue for the three and nine months ended September 30, 2017 totaled $138.2 million and $419.9 million, respectively
    • Ascent’s net loss for the three and nine months ended September 30, 2017 totaled $29.2 million and $91.5 million, respectively
    • Ascent's Pre-SAC Adjusted EBITDA, which adjusts for the expensed portion of subscriber acquisition costs, for the three and nine months ended September 30, 2017 totaled $85.9 million and $259.5 million, respectively
    • MONI’s net loss for the three and nine months ended September 30, 2017 totaled $25.5 million and $96.7 million, respectively
    • MONI’s Pre-SAC Adjusted EBITDA for the three and nine months ended September 30, 2017 totaled $87.1 million and $265.9 million, respectively

    Ascent Chairman and Chief Executive Officer, Bill Fitzgerald stated, “The MONI team continued to make meaningful progress in the third quarter toward its strategic agenda of diversifying its distribution channels, developing key partner relationships, and improving certain of the core performance metrics of the business. While there is certainly more work ahead of us, I believe we are focusing on the right initiatives to benefit the long term prospects of the business and drive improved shareholder value.”

    Jeffery Gardner, President and Chief Executive Officer of MONI said, “I am encouraged by our continued execution in the third quarter.  We are making positive strides stabilizing dealer economics and attrition metrics as well as reducing operating costs and generating new sales and marketing leads for our direct channel.  Notably, our recently announced partnership with Nest is set to be a transformative opportunity for the business. We believe it will provide a unique opportunity to expand our addressable market beyond traditional homeowners, drive greater penetration into the growing connected home market and elevate MONI’s brand awareness nationally. We are also making strategic improvements to our operating cost structure through headcount reductions principally in Dallas as well as reorganizing our sales and marketing platforms to consolidate both MONI Direct and LiveWatch under a single sales platform. All of this is being done with an eye towards continuing to provide our customers with the highest levels of customer service while driving greater efficiencies across all areas of the business.”


    1 Comparisons are year-over-year unless otherwise specified.

    184 Comments

    Ascent Capital Group Announces Financial Results for the Three Months Ended June 30, 2017

    by User Not Found | Aug 11, 2017

    ENGLEWOOD, Colo., Aug. 9, 2017 (GLOBE NEWSWIRE) -- Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq:ASCMA) has reported results for the three months ended June 30, 2017. Ascent is a holding company that owns MONI, one of the nation's largest home security alarm monitoring companies.

    Headquartered in the Dallas Fort-Worth area, MONI provides security alarm monitoring services to more than 1 million residential and commercial customers as of June 30, 2017. MONI's long-term monitoring contracts provide high-margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent's net revenue for the three and six months ended June 30, 2017 totaled $140.5 million and $281.7 million, respectively.
    • Ascent's net loss for the three and six months ended June 30, 2017 totaled $43.5 million and $62.4 million, respectively.
    • Ascent's Pre-SAC Adjusted EBITDA, which adjusts for the expensed portion of subscriber acquisition costs, for the three and six months ended June 30, 2017 totaled $85.9 million and $173.6 million, respectively.
    • MONI's net loss for the three and six months ended June 30, 2017 totaled $50.1 million and $71.1 million, respectively.
    • MONI's Pre-SAC Adjusted EBITDA for the three and six months ended June 30, 2017 totaled $88.9 million and $178.7 million, respectively.
    • Appointed Fred Graffam as Senior Vice President and Chief Financial Officer of Ascent and MONI who will be succeeding Michael Meyers, the Company's current CFO, who announced his retirement in January 2017.

    Ascent Chairman and Chief Executive Officer Bill Fitzgerald stated, "The business performed consistent with expectations in the quarter as the MONI team continued to work hard executing against its key operational initiatives.

    "I am also pleased to welcome Fred Graffam to the Ascent and MONI executive teams this September. With strong financial and public company experience along with a background in the technology and telecom industries, I am confident that Fred will play an integral role in accelerating MONI's transformation."

    Jeffery Gardner, President and Chief Executive Officer of MONI, said: "We are pleased with our operational progress in the second quarter. We continued to drive improvements in dealer economics, generated solid new marketing sales leads through our MONI direct and LiveWatch platforms and have a growing funnel of partnership opportunities that we are considering for the second half of the year. We are also making progress on attrition, taking proactive measures to retain high-risk customers and reduce operating costs in the long term. While account growth out of our dealer channel continues to be soft and will take time to stabilize, I am confident we are making the right investments in sales training, recruitment support and lead generation now that will benefit the long term growth of this channel and the business."

    1Comparisons are year-over-year unless otherwise specified.

    Read the entire press release

    293 Comments

    Ascent Capital Group Announces Financial Results for the Three Months Ended March 31, 2017

    by User Not Found | May 12, 2017

    ENGLEWOOD, Colo., May 9, 2017 -- Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq:ASCMA) has reported results for the three months ended March 31, 2017. Ascent is a holding company that owns MONI, one of the nation's largest home security alarm monitoring companies.

    Headquartered in the Dallas Fort-Worth area, MONI provides security alarm monitoring services to more than one million residential and commercial customers as of March 31, 2017. MONI's long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent's net revenue for the three months ended March 31, 2017 totaled $141.2 million and net loss for the three months ended March 31, 2017 totaled $18.9 million
    • Ascent's Pre-SAC Adjusted EBITDA, which adjusts for the expensed portion of subscriber acquisition costs, for the three months ended March 31, 2017 totaled $87.6 million
    • MONI's Pre-SAC Adjusted EBITDA for the three months ended March 31, 2017 totaled $89.9 million
    • Launched MONI's direct sales and installation sales channel in the first quarter

    Ascent Chairman and Chief Executive Officer, Bill Fitzgerald stated, "Jeff and his team continue to make good progress in advancing the business and driving operational efficiences across the MONI platform. I remain encouraged by the work he and his team are doing and believe the steps he is taking will serve to strengthen the business for the long term."

    Jeffery Gardner, President and Chief Executive Officer of MONI said, "We are off to a solid start in 2017, executing against out key operational initiatives and laying the groundwork for profitable growth. During the quarter, we successfully launched our direct sales channel, an important first step as we continue to diversify our distribution. Our commitment to enabling the success of our dealers is also bearing fruit with marketing generated leads increasing a solid 23% year-over-year. Through the use of our predictive churn analytics we have also doubled the number of touch points we have with at-risk customers, helping us extend contracts for over 10,000 customers in the first quarter. Finally, our Livewatch business continues to scale nicely with strong revenue and RMR growth. While there is still more ahead of us, I am pleased with our efforts and results to date and believe we are well positioned for the future."

    _______________________
    1 Comparisons are year-over-year unless otherwise specified

    Read the full press release.
    155 Comments

    Ascent Capital Group Announces Financial Results for the Three and Twelve Months Ended December 31, 2016

    by User Not Found | Mar 21, 2017

    ENGLEWOOD, Colo., Feb. 28, 2017 -- Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq:ASCMA) has reported results for the three and twelve months ended December 31, 2016. Ascent is a holding company that owns MONI, one of the nation's largest home security alarm monitoring companies.

    Headquartered in the Dallas Fort-Worth area, MONI provides security alarm monitoring services to more than one million residential and commercial customers as of December 31, 2016. MONI's long-term monitoring contracts provide high margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent's net revenue for the three and twelve months ended December 31, 2016 totaled $140.7 million and $570.4 million, respectively, and net loss for the three and twelve months ended December 31, 2016 totaled $18.8 million and $91.2 million, respectively
    • Ascent's Pre-SAC Adjusted EBITDA, which adjusts for the expensed portion of LiveWatch subscriber acquisition costs, for the three and twelve months ended December 31, 2016 totaled $88.7 million and $360.9 million, respectively
    • MONI's Pre-SAC Adjusted EBITDA for the three and twelve months ended December 31, 2016 totaled $88.9 million and $366.5 million, respectively
    • RMR attrition declined in the twelve months ended December 31, 2016 to 12.2%, versus 13.4% in the twelve months ended December 31, 2015
    • MONI launched its new interactive messaging hub, ASAPer, designed to alert both customers and emergency contacts "as soon as possible" when an alarm is triggered, in the fourth quarter

    Ascent Chairman and Chief Executive Officer, Bill Fitzgerald stated, "2016 capped off a very productive year for the business and I am pleased with the hard work Jeff and his team have done executing on our operational objectives.  I remain confident that the strong underlying fundamentals of the business are sound and that Jeff and his team are taking the right steps to drive the performance of MONI and improve long term shareholder value.  The business is well positioned for a solid 2017."

    Jeffery Gardner, President and Chief Executive Officer of MONI said, "I am pleased with our efforts in the fourth quarter and full year. We made significant progress delivering against our key operational initiatives, including reductions in creation costs, improved customer retention metrics and strengthened account growth. Our success is the result of continued improvements in dealer economics; a razor sharp focus on customer service and branding; and ongoing sales, marketing and lead generation support across our entire dealer network. Our pricing strategies are also continuing to bear fruit with RMR attrition declining 120 basis points year over year. Further, our LiveWatch business remains on a solid trajectory with strong revenue growth and average monthly RMR per new customer increasing to $40.

    "Finally, in our ongoing effort to identify new ways to keep our customers safe and offer peace of mind, we recently launched our new interactive messaging hub, ASAPer, that allows alarm users and their emergency contacts to quickly communicate and determine the validity of an alarm. Launched to our entire customer base in the fourth quarter, we expect this service to serve as a real differentiator, helping to reduce false alarms, mitigate the risk of unnecessary emergency dispatches and ultimately keep our customers safer."

    _______________________
    1 Comparisons are year-over-year unless otherwise specified

    Read the full press release.

    189 Comments

    Ascent Capital Group Announces Financial Results for the Three and Nine Months Ended September 30, 2016

    by User Not Found | Nov 11, 2016

    ENGLEWOOD, Colo., Nov. 7, 2016 – Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq: ASCMA) (OTCMKTS: ASCMB) has reported results for the three and six months ended Sept. 30, 2016. Ascent is a holding company that owns MONI, one of the nation's largest home security alarm monitoring companies.

    Headquartered in Dallas, Texas, MONI provides security alarm monitoring services to more than 1 million residential and commercial customers as of Sept. 30, 2016. MONI's long-term monitoring contracts provide high-margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent's net revenue for the three and nine months ended September 30, 2016 increased 0.6% and 1.9% to $142.8 million and $429.7 million, respectively, and net loss for the three and nine months ended September 30, 2016 totaled $27.0 million and $72.5 million, respectively.
    • Ascent's Pre-SAC Adjusted EBITDA, which adjusts for the expensed portion of LiveWatch subscriber acquisition costs, for the three and nine months ended September 30, 2016 totaled $90.5 million and $272.2 million, respectively
    • MONI's Pre-SAC Adjusted EBITDA for the three and nine months ended September 30, 2016 totaled $92.3 million and 277.6 million, respectively
    • On September 29, 2016, Monitronics began a new era of smart home security, announcing the rebranding of the business as MONI
    • On September 30, 2016, MONI completed a refinancing of its existing Credit Facility

    Ascent Chairman and Chief Executive Officer, Bill Fitzgerald stated, "I am pleased with the steps Jeff and his team are taking to strengthen MONI's operating performance and to keep pace in an evolving home security market. The MONI rebranding and the completion of the Credit Facility refinancing are both integral steps in our continued evolution and I am confident that the efforts we are taking today will position the business well for the long term."

    Jeffery Gardner , President and Chief Executive Officer of MONI said, "It was another busy quarter for our business as we continued to make meaningful progress against our operational initiatives. Most notably, we completed a rebranding of the Monitronics business to MONI, placing an even greater emphasis on customer-centric personalization in a changing smart home security market. J.D. Power & Associates also recently ranked MONI highest in overall customer satisfaction, a nod to our continued efforts to provide the best in customer service to those we serve. We also are seeing the benefits of our price increase initiatives across our base with average RMR per subscriber increasing to $42.84, while RMR attrition came down year-over-year 120 basis points to 12.2%. Finally, we successfully completed the refinancing of our credit facility, providing us with greater financial flexibility over the long term."

    1 Comparisons are year-over-year unless otherwise specified.

    Results for the Three Months and Nine Months Ended Sept. 30, 2016

    For the three months ended September 30, 2016, Ascent reported net revenue of $142.8 million, an increase of 0.6%. For the nine months ended September 30, 2016, Ascent reported net revenue of $429.7 million, an increase of 1.9%. The increases in net revenue are attributable to an increase in MONI's average RMR per subscriber to $42.84 as of September 30, 2016 from $41.63 as of September 30, 2015 and the inclusion of a full first quarter's impact of LiveWatch revenue for the nine months ended September 30, 2016.

    Ascent's total cost of services for the three months ended September 30, 2016 increased 2.8% to $29.0 million. The increase for the three months ended September 30, 2016 is attributable to increases in field service costs. Ascent's total cost of services for the nine months ended September 30, 2016 increased 6.4% to $86.2 million.  The increase for the nine months ended September 30, 2016 is attributable to higher cellular service costs, increased lead generation fees at MONI and the inclusion of a full first quarter's impact of LiveWatch's cost of services. LiveWatch's cost of services includes expensed equipment costs associated with the creation of new subscribers of $2.1 million and $6.5 million for three and nine months ended September 30, 2016, respectively, as compared to $2.2 million and $4.7 million for the three and nine months ended September 30, 2015, respectively.

    Ascent's selling, general & administrative ("SG&A") costs for the three months ended September 30, 2016, increased 4.9% to $32.9 million and increased 9.6% to $97.1 million for the nine months ended September 30, 2016. The increases in SG&A are attributable to an increase in new account production at LiveWatch, increased salaries, wages, benefits and rebranding expense at MONI and, for the nine months ended September 30, 2016, the impact of a full first quarter of LiveWatch SG&A costs. Subscriber acquisition costs, which consist of LiveWatch marketing and sales expense, were $4.5 million and $12.0 million in the three and nine months ended September 30, 2016, respectively, as compared to $3.3 million and $7.1 million in the three and nine months ended September 30, 2015, respectively.

    Ascent reported a net loss from continuing operations for the three and nine months ended September 30, 2016 of $27.0 million and $72.5 million, respectively, compared to net loss from continuing operations of $27.3 million and $55.5 million in the respective prior year periods.

    MONI reported a net loss for the three and nine months ended September 30, 2016 of $23.0 million and $59.7 million, respectively, compared to a net loss of $21.4 million and $45.7 million in the prior year periods.

    Ascent's Adjusted EBITDA decreased 1.6% to $84.9 million for the three months ended September 30, 2016 and decreased 2.9% to $257.0 million for the nine months ended September 30, 2016. MONI's Adjusted EBITDA decreased 1.7% to $86.8 million during the three months ended September 30, 2016 and decreased 2.8% to $262.5 million in the nine months ended September 30, 2016. MONI's Adjusted EBITDA as a percentage of net revenue for the three and nine months ended September 30, 2016 was 60.8% and 61.1%, respectively, compared to 62.2% and 64.0% for the three and nine months ended September 30, 2015, respectively. The decline is primarily attributable to the higher expensed creation costs within LiveWatch associated with growth in new RMR production.

    Ascent's Pre-SAC Adjusted EBITDA for the three months ended September 30, 2016 decreased 0.2% to $90.5 million and decreased 0.5% to $272.2 million in the nine months ended September 30, 2016. MONI's Pre-SAC Adjusted EBITDA for the three and nine months ended September 30, 2016 totaled $92.3 million and $277.6 million, compared to $92.6 million and $278.8 million for the three and nine months ended September 30, 2015, respectively. MONI's Pre-SAC Adjusted EBITDA as a percentage of Pre-SAC net revenue for the three and nine months ended September 30, 2016 was 65.2% and 65.1%, respectively, compared to 65.8% and 66.6% in the three and nine months ended September 30, 2015, respectively. For a reconciliation of net loss from continuing operations to Adjusted EBITDA to Pre-SAC Adjusted EBITDA for MONI, please see the Appendix of this release.

     


    Twelve Months Ended Sept. 30

    2016

    2015

    Beginning balance of accounts

    1,091,627

     

    1,056,734

    Accounts acquired

    136,414

    189,590

    Accounts canceled

    (150,091)

    (142,181)

    Canceled accounts guaranteed by dealer and other adjustments (a)

    (18,316) (b)

    (9,516)

    Ending balance of accounts

    1,059,634

    1,091,627

    Monthly weighted average accounts

    1,079,100

    1,078,367

    Attrition rate - Unit

    13.9%

    13.5%

    Attrition rate - RMR (c)

    12.2%

    13.4%

    Core attrition (d)

    13.3%

    12.5%


    (a) Includes canceled accounts that are contractually guaranteed to be refunded from holdback.

    (b) Includes an estimated 10.488 accounts included in our 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.

    (d) Core Attrition reflects the long-term attrition characteristics of MONI's base by excluding the one-time bulk buy of 113,000 accounts from Pinnacle Security in 2012 and 2013.

    MONI's core account portfolio unit attrition rate for the twelve months ended September 30, 2016, which excludes attrition of the Pinnacle Security accounts, was 13.3%, compared to 12.5% for the twelve months ended September 30, 2015. An increase in the number of subscriber accounts reaching the end of their initial contract term contributed to the increase in attrition in the period. Overall unit attrition increased from 13.5% for the twelve months ended September 30, 2015 to 13.9% for the twelve months ended September 30, 2016.  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. We believe core attrition best reflects the long run characteristics of our customer base.

    During the three months ended September 30, 2016 and 2015, MONI acquired 32,570 and 44,776 subscriber accounts, respectively.

    Ascent Liquidity and Capital Resources

    At September 30, 2016, on a consolidated basis, Ascent had $112.1 million of cash, cash equivalents and marketable securities. A portion of these assets may be used to decrease debt obligations or fund stock repurchases, strategic acquisitions or investment opportunities.

    At September 30, 2016, the existing long-term debt includes the principal balance of $1.8 billion under the MONI Senior Notes, Credit Facility term loans, Credit Facility revolver and Ascent's Convertible Notes. 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.  Amendment No. 6 provided for, among other things, the issuance of a $1.1 billion six year senior secured Term B-2 loans.   Amendment No. 6 also provides for a new $295.0 million super priority revolver.

    MONI used the net proceeds to retire $403.8 million of its existing Term B loans, which were due March 2018, and $543.1 million of its existing Term B-1 Loan which was due April 2022.  Additionally, the Company retired its $315.0 million revolving credit facility in the amount of $138.9 million.

    The Convertible Notes have an outstanding principal balance of $96.8 million as of September 30, 2016 and mature July 15, 2020. The Senior Notes have an outstanding principal balance of $585.0 million as of September 30, 2016 and mature on April 1, 2020. The Credit Facility term loan has an outstanding principal balance of $1.1 billion as of September 30, 2016 and requires principal payments of approximately $2.8 million per quarter with the remaining amount becoming due on September 30, 2022.  As of September 30, 2016, the Credit Facility revolver has an outstanding balance of $48.4 million and becomes due on September 30, 2021.

    Changes to the Board of Directors

    Ascent announced that it has named Jeffery Gardner , Executive Vice President at Ascent Capital Group and President and Chief Executive Officer of MONI, to its Board of Directors, effective November 4, 2016. The Company also announced that Rana Kashyap has resigned from the Company's Board of Directors, effective immediately. Mr. Kashyap joined Ascent's Board in March of 2016, with his term originally expiring at the Company's 2017 Annual Meeting of Stockholders.

    Bill Fitzgerald , Ascent's Chairman and Chief Executive Officer commented, "I am thrilled to have Jeff join the Ascent Board of Directors.  As CEO of MONI, Jeff has proven himself to be a tremendous leader. In addition to driving operational efficiencies in key areas of the business, he is continually identifying opportunities that serve to position MONI as a leading player in the evolving smart home security market.  I look forward to Jeff's continued contributions."

    Mr. Gardner joined MONI as CEO in August, 2015, bringing with him more than 25 years of experience in the telecommunications industry. Mr. Gardner currently serves on the Board of Directors of Qorvo, a provider of innovative RF solutions and CalAmp, a provider of wireless products, services and solutions.

    Mr. Fitzgerald continued, "On behalf of the Board of Directors, I would like to thank Mr. Kashyap for his contribution and service to the company and we look forward to his continued support."

    Mr. Kashyap commented, "During my time as a member of Ascent's Board, MONI has made significant progress to create value for shareholders. Between completing an attractive refinancing, moderating creation multiples and executing on several new initiatives to support future growth, I am pleased with the current direction of the business and have full confidence in the management team going forward. As a result, I have decided now is an appropriate time to resign from my duties as a Director of Ascent and look forward to my continued involvement as a supportive shareholder."

    Conference Call

    Ascent hosted a call on Monday, Nov. 7, 2016 at 5 p.m. ET. A replay of the call can be accessed through Dec. 7, 2016 by dialing (800) 585-8367 from the U.S., or (404) 537-3406 from outside the U.S. The conference call I.D. number is 7713097.

    Forward Looking Statements

    This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, including development of and access to multiple sales channels, market potential and expansion, consumer demand for interactive and home automation services, account creation and related costs, subscriber attrition, anticipated account generation at LiveWatch, future financial prospects, and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, continued access to capital on terms acceptable to Ascent and/or MONI, our ability to capitalize on acquisition opportunities, general market and economic conditions and changes in law and government regulations. These forward-looking statements speak only as of the date of this press release, and Ascent expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent, including the most recent Forms 10-K and 10-Q for additional information about Ascent and about the risks and uncertainties related to Ascent's business which may affect the statements made in this press release.

    About Ascent Capital Group, Inc.

    Ascent Capital Group, Inc., (NASDAQ:ASCMA) is a holding company that owns 100 percent of its operating subsidiary, MONI, and through MONI, LiveWatch Security, LLC. Ascent also retains ownership of certain commercial real estate assets. MONI, headquartered in the Dallas Fort-Worth area, secures more than one million residential customers and commercial client accounts with monitored home and business security system services. MONI is supported by the nation's largest network of independent Authorized Dealers, providing products and support to customers in the U.S., Canada and Puerto Rico.  LiveWatch Security, LLC ®, is a Do-It-Yourself ("DIY") home security firm, offering professionally monitored security services through a direct-to-consumer sales channel. For more information on Ascent, see
     http://ascentcapitalgroupinc.com/

    1 Comparisons are year-over-year unless otherwise specified.

    ###

    Contact:

    Erica Bartsch
    Sloane & Company
    212-446-1875

    ebartsch@sloanepr.com

     
    79 Comments

    Ascent Capital Group Announces Financial Results for the Three and Six Months Ended June 30, 2016

    by User Not Found | Aug 09, 2016

    Englewood, CO – Aug. 9, 2016 – Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq: ASCMA) (OTCMKTS: ASCMB) has reported results for the three and six months ended June 30, 2016. Ascent is a holding company that owns Monitronics International, Inc. ("Monitronics"). Headquartered in Dallas, Texas, Monitronics provides security alarm monitoring services to nearly 1.1 million residential and commercial customers as of March 31, 2016. Monitronics' long-term monitoring contracts provide high-margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent's net revenue for the 12 months ended June 30, 2016 increased 1.5%, to $143.3 million.
    • Ascent's Pre-SAC Adjusted EBITDA*, which adjusts for the expensed portion of LiveWatch subscriber acquisition costs, for the three months ended June 30, 2016, increased 0.9% to $91.8 million.
    • Monitronics Pre-SAC Adjusted EBITDA* for the three months ended June 30, 2016, totaled $93.4 million, flat with the year ago period.
    • Monitronics announced new exclusive co-marketing relationships with AARP and AAA Alliance Club.
    • Delivered meaningful improvements in dealer economics through reductions in certain costs.

    Ascent Chairman and Chief Executive Officer, Bill Fitzgerald stated, “The business performed consistent with expectations in the quarter and I continue to be pleased with Jeff’s progress with the business; building out his team, refining his operating goals and strategies, and driving improved performance metrics.

    “During the quarter Ascent purchased 389,179 shares or 3.2% of our equity, evidencing our continued belief in the long range prospects of the business.”

    Jeffery Gardner, President and Chief Executive Officer of Monitronics, said, “We continued to execute against our operational objectives in the second quarter, further strengthening our free cash flow profile and delivering meaningful improvements in dealer economics through continued reductions in creation costs. We also made great strides in lead generation opportunities, most notably with Monitronics announcing an exclusive partnership with the AAA Alliance Club as well as being named the exclusive AARP-branded provider for professionally installed residential security systems. Our LiveWatch business also continues to scale nicely, delivering solid growth at lower creation multiples. Finally, we continue to place a unique focus on providing the highest levels of customer service and also made several strategic hires in the first half of the year that add depth and experience to our team. I remain confident that we are taking the right steps through the initiatives we are implementing and the foundation we have already built, there is great opportunity ahead.”

    1 Comparisons are year-over-year unless otherwise specified.

    Results for the Three Months Ended June 30, 2016

    For the three months ended June 30, 2016, Ascent reported net revenue of $143.7 million, an increase of 1.5%. For the six months ended June 30, 2016, Ascent reported net revenue of $286.9 million, an increase of 2.5%. The increases in net revenue are attributable to an increase in Monitronics’ average RMR per subscriber to $42.70 as of June 30, 2016 and the inclusion of a full first quarter’s impact of LiveWatch revenue for the six months ended June 30, 2016.

    Ascent’s total cost of services for the three months ended June 30, 2016 was flat at $27.6 million. Ascent’s total cost of services for the six months ended June 30, 2016 increased 8.2% to $57.1 million.  The increase for the six months ended June 30, 2016 is attributable to higher cellular service costs, increased lead generation fees at Monitronics and the inclusion of a full first quarter’s impact of LiveWatch’s cost of services. LiveWatch's cost of services includes expensed equipment costs associated with the creation of new subscribers of $2.1 million and $4.3 million for three and six months ended June 30, 2016, respectively, as compared to $1.8 million and $2.5 million for the three and six months ended June 30, 2015, respectively.

    Ascent’s selling, general & administrative ("SG&A") costs for the three months ended June 30, 2016, increased 8.2% to $32.1 million and increased 12.2% to $64.3 million for the six months ended June 30, 2016. The increases in SG&A is attributable to higher subscriber acquisition costs incurred at LiveWatch, increased salaries, wages and benefits at Monitronics and, for the six months ended June 30, 2016, the impact of a full first quarter of LiveWatch SG&A costs not related to account creation. Subscriber acquisition costs, which consist of LiveWatch marketing and sales expense, were $3.7 million and $7.5 million in the three and six months ended June 30, 2016, respectively, as compared to $2.8 million and $3.8 million in the three and six months ended June 30, 2015, respectively.

    Ascent’s Adjusted EBITDA decreased 0.6% to $87.0 million for the three months ended June 30, 2016 and decreased 3.5% to $172.1 million for the six months ended June 30, 2016. Monitronics’ Adjusted EBITDA decreased 1.5% to $88.6 million during the three months ended June 30, 2016 and decreased 3.3% to $175.7 million in the six months ended June 30, 2016. Monitronics' Adjusted EBITDA as a percentage of net revenue for the three and six months ended June 30, 2016 was 61.7% and 61.2%, respectively, compared to 63.6% and 64.9% for the three and six months ended June 30, 2015, respectively. The decline is primarily attributable to the higher expensed creation costs within LiveWatch.

    Ascent's Pre-SAC Adjusted EBITDA for the three months ended June 30, 2016 increased 0.9% to $91.8 million and decreased 0.6% to $181.7 million in the six months ended June 30, 2016. Monitronics' Pre-SAC Adjusted EBITDA for the three and six months ended June 30, 2016 totaled $93.4 million and $185.3 million, compared to $93.4 million and $186.3 million for the three and six months ended June 30, 2015, respectively. Monitronics' Pre-SAC Adjusted EBITDA as a percentage of Pre-SAC net revenue for the three and six months ended June 30, 2016 was 65.5% and 65.1%, respectively, compared to 66.6% and 66.9% in the three and six months ended June 30, 2015, respectively. For a reconciliation of Adjusted EBITDA to Pre-SAC Adjusted EBITDA for Monitronics, please see the Appendix of this release.

    Ascent reported a net loss from continuing operations for the three and six months ended June 30, 2016 of $22.2 million and $45.4 million, respectively, compared to net loss from continuing operations of $18.5 million and $28.2 million in the respective prior year periods.

    Monitronics reported a net loss for the three and six months ended June 30, 2016 of $16.5 million and $36.7 million, respectively, compared to a net loss of $16.0 million and $24.3 million in the prior year periods.

    The table below presents subscriber data for the twelve months ended June 30, 2016 and 2015:


    Twelve Months Ended June 30

    2016

    2015

    Beginning balance of accounts

    1,092,083

    1,055,701

    Accounts acquired

    148,620

    188,416

    Accounts canceled

    (150,703)

    (142,951)

    Canceled accounts guaranteed by dealer and other adjustments (a)

    (15,078) (b)

    (9,083)

    Ending balance of accounts

    1,074,922

    1,092,083

    Monthly weighted average accounts

    1,085,600

    1,069,860

    Attrition rate - Unit

    13.9%

    13.4%

    Attrition rate - RMR (c)

    12.5%

    13.2%

    Core attrition (d)

    13.2%

    12.6%


    (a) Includes canceled accounts that are contractually guaranteed to be refunded from holdback.

    (b) Includes an estimated 7,200 accounts included in our 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.

    (d) Core Attrition reflects the long-term attrition characteristics of Monitronics base by excluding the one-time bulk buy of 113,000 accounts from Pinnacle Security in 2012 and 2013.

    Monitronics’ core account portfolio unit attrition rate for the twelve months ended June 30, 2016, which excludes attrition of the Pinnacle Security accounts and 2G cancellations, was 13.2%, compared to 12.6% for the twelve months ended June 30, 2015. Overall unit attrition increased from 13.4% for the twelve months ended June 30, 2015 to 13.9% for the twelve months ended June 30, 2016. The increase in attrition is primarily the result of an increase in the number of subscriber accounts reaching the end of their initial contract term in the period.  Overall attrition reflects the impact of the Pinnacle Security bulk buys, where Monitronics purchased approximately 113,000 accounts from Pinnacle Security in 2012 and 2013, which are now experiencing normal end-of-term attrition. We believe core attrition best reflects the long run characteristics of our customer base.

    During the three months ended June 30, 2016 and 2015, Monitronics acquired 37,284 and 40,742 subscriber accounts, respectively. Accounts acquired for the three months ended June 30, 2016 reflect bulk buys of approximately 6,300 accounts.

    Ascent Liquidity and Capital Resources

    At June 30, 2016, on a consolidated basis, Ascent had $86.3 million of cash, cash equivalents and marketable securities. A portion of these assets may be used to decrease debt obligations or fund stock repurchases, strategic acquisitions or investment opportunities.

    At June 30, 2016, the existing long-term debt includes the principal balance of $1.8 billion under the Monitronics’ Senior Notes, Credit Facility term loans, Credit Facility revolver and Ascent’s Convertible Notes. The Convertible Notes have an outstanding principal balance of $96.8 million as of June 30, 2016 and mature July 15, 2020. The Senior Notes have an outstanding principal balance of $585.0 million as of June 30, 2016 and mature on April 1, 2020. The Credit Facility term loans have an outstanding principal balance of $946.9 million as of June 30, 2016 and require principal payments of approximately $1.4 million per quarter with $403.8 million becoming due on March 23, 2018 and the remaining amount becoming due April 9, 2022. As of June 30, 2016, the Credit Facility revolver has an outstanding balance of $154.5 million which becomes due on December 22, 2017 and unused availability of $160.5 million.

    Conference Call

    Ascent hosted a call on Monday, Aug. 9, 2016 at 10 a.m. ET. A replay of the call can be accessed through Sept. 9, 2016 by dialing (800) 585-8367 from the U.S., or (404) 537-3406 from outside the U.S. The conference call I.D. number is 59285579.

    Forward Looking Statements

    This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, including development of and access to multiple sales channels, market potential and expansion, consumer demand for interactive and home automation services, account creation and related costs, subscriber attrition, anticipated account generation at LiveWatch, future financial prospects, and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, continued access to capital on terms acceptable to Ascent and/or Monitronics, our ability to capitalize on acquisition opportunities, general market and economic conditions and changes in law and government regulations. These forward-looking statements speak only as of the date of this press release, and Ascent expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent, including the most recent Forms 10-K and 10-Q for additional information about Ascent and about the risks and uncertainties related to Ascent's business which may affect the statements made in this press release.

    About Ascent Capital Group, Inc.

    Ascent Capital Group, Inc., (Nasdaq:ASCMA) is a holding company that owns 100 percent of its operating subsidiary, Monitronics International Inc., and through Monitronics, LiveWatch Security, LLC. Ascent also retains ownership of certain commercial real estate assets. Monitronics, headquartered in Dallas, TX, is the nation's second largest home security alarm monitoring company, providing security alarm monitoring services to more than one million residential and commercial customers in the United States, Canada and Puerto Rico through its network of nationwide, independent Authorized Dealers. LiveWatch Security, LLC ®, is a Do-It-Yourself ("DIY") home security firm, offering professionally monitored security services through a direct-to-consumer sales channel. For more information on Ascent, see http://ascentcapitalgroupinc.com/

    1 Comparisons are year-over-year unless otherwise specified.

    ###

    Contact:

    Erica Bartsch
    Sloane & Company
    212-446-1875

    ebartsch@sloanepr.com

    58 Comments

    Ascent Capital Group Announces Financial Results for the Three Months Ended March 31, 2016

    by User Not Found | May 09, 2016

    Englewood, CO – May 9, 2016 – Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq: ASCMA) (OTCMKTS: ASCMB) has reported results for the three months ended March 31, 2016. Ascent is a holding company that owns Monitronics International, Inc. ("Monitronics"). Headquartered in Dallas, Texas, Monitronics provides security alarm monitoring services to nearly 1.1 million residential and commercial customers as of March 31, 2016. Monitronics' long-term monitoring contracts provide high-margin recurring revenue that results in predictable and stable cash flow.

    Highlights1:

    • Ascent's net revenue for the 12 months ended March 31, 2016 increased 3.5%, to $143.3 million.
    • Ascent's Pre-SAC Adjusted EBITDA*, which adjusts for the expensed portion of LiveWatch subscriber acquisition costs, for the three months ended March 31, 2016, totaled $89.9 million.
    • Monitronics Pre-SAC Adjusted EBITDA* for the three months ended March 31, 2016, totaled $91.9 million.
    • Delivered meaningful improvements in dealer economics through reductions in certain costs.

    *LiveWatch is a direct-to-consumer business, and as such recognizes certain revenue and expenses associated with subscriber acquisition (subscriber acquisition costs, or "SAC"). This is in contrast to Monitronics, which capitalizes payments to dealers to acquire accounts.  Because Pre-SAC Adjusted EBITDA accounts for the different treatment for LiveWatch, the Company believes that it is a meaningful measure of Monitronics' financial performance in servicing its customer base.  Please see the Appendix to this release for additional information about the non-GAAP measures included herein.

    Ascent Chairman and Chief Executive Officer, Bill Fitzgerald stated, "I am pleased with the progress we made in the first quarter executing against our operational objectives. I am as confident as ever that the strong underlying fundamentals of the business are sound and that Jeff and his team are taking the right actions that will serve to create value for our shareholders."

    Jeffery Gardner, President and Chief Executive Officer of Monitronics, said, "Monitronics is off to a solid start in 2016. Execution by our team strengthened our free cash flow profile and helped drive improvements in our operational performance. Notably, we made meaningful progress in improving the economics of our dealer relationships through reductions in creation costs and streamlining our operations in Dallas.

    "We also continued to identify initiatives that we believe will enhance customer satisfaction and ultimately lead to reduced attrition in the long term. Finally, our focus on customer service continues to drive service levels to all-time highs at both the LiveWatch and Monitronics call centers. I am excited about the opportunities ahead and remain confident that the operational initiatives we have implemented will strengthen Monitronics over the long term."

    1 Comparisons are year-over-year unless otherwise specified.

    Results for the Three Months Ended March 31, 2016

    For the three months ended March 31, 2016, Ascent reported net revenue of $143.3 million, an increase of 3.5%. The increase in net revenue is primarily attributable to the inclusion of a full quarter's impact of LiveWatch revenue and an increase in Monitronics' average RMR per subscriber to $42.17 as of March 31, 2016.

    Ascent's total cost of services for the three months ended March 31, 2016 increased 17.1% to $29.5 million. $2.2 million of the increase is attributable to the inclusion of a full quarter's impact of LiveWatch's cost of services. LiveWatch's cost of services includes expensed equipment costs associated with the creation of new subscribers of $2.3 million and $643,000 for three months ended March 31, 2016 and 2015, respectively. The increase also reflects higher cellular and field service costs at Monitronics related to the increase in the number of subscribers with interactive and home automation services.

    Ascent's selling, general & administrative ("SG&A") costs for the three months ended March 31, 2016, increased 16.4% to $32.1 million. The primary driver of the increase in SG&A expense for the three months ended March 31, 2016 is attributable to $3.7 million of LiveWatch marketing and sales expense related to the creation of new subscribers. LiveWatch SG&A also includes the accrual of $900,000 and $519,000 for the three months ended March 31, 2016 and 2015, respectively, related to certain contingent bonuses payable in the future to key members of LiveWatch management in accordance with their employment agreements. The increase in SG&A is also attributable to increased salaries, wages, and benefits at Monitronics, as compared to the prior year. In connection with certain cost cutting initiatives, Monitronics executed a reduction in force in March 2016. This action resulted in one-time termination benefits of $245,000 being expensed for the three months ended March 31, 2016.

    Ascent's Adjusted EBITDA decreased 6.3% to $85.0 million and Monitronics' Adjusted EBITDA decreased 5.1% to $87.0 million during the three months ended March 31, 2016. Monitronics' Adjusted EBITDA as a percentage of revenue was 60.7% in the first quarter of 2016, compared to 66.2% for the three months ended March 31, 2015. The decline is primarily attributable to the higher expensed creation costs within LiveWatch.

    Ascent's Pre-SAC Adjusted EBITDA for the three months ended March 31, 2016 decreased 2.1% to $89.9 million. Monitronics' Pre-SAC Adjusted EBITDA decreased 1.0% to $91.9 million for the three months ended March 31, 2016. Monitronics' Pre-SAC Adjusted EBITDA as a percentage of Pre-SAC net revenue for the three months ended March 31, 2016 was 64.6%. For a reconciliation of Adjusted EBITDA to Pre-SAC Adjusted EBITDA for Monitronics, please see the Appendix of this release.

    Ascent reported a net loss from continuing operations for the three months ended March 31, 2016 of $23.2 million, compared to net loss from continuing operations of $9.7 million in the prior year period.

    Monitronics reported a net loss for the three months ended March 31, 2016 of $20.2 million compared to a net loss of $8.3 million in the prior year period.

    The table below presents subscriber data for the twelve months ended March 31, 2016 and 2015:


    Twelve Months Ended March 31

    2016

    2015

    Beginning balance of accounts

    1,090,612

    1,046,785

    Accounts acquired

    152,078

    190,525

    Accounts canceled

    (148,787)

    (139,605)

    Canceled accounts guaranteed by dealer and acquisition adjustment (a)

    (13,177) (b)

    (7,093) (c)

    Ending balance of accounts

    1,080,726

    1,090,612

    Monthly weighted average accounts

    1,089,346

    1,060,206

    Attrition rate - Unit

    (13.7)%

    (13.2)%

    Attrition rate - RMR (d)

    (13.4)%

    (13.0)%

    Core attrition (e)

    (12.9)%

    (12.6)%


    (a) Includes canceled accounts that are contractually guaranteed to be refunded from holdback.

    (b) Includes an estimated 3,170 accounts included in our Radio Conversion Program that canceled in excess of their expected attrition.

    (c) Includes a favorable adjustment of 1,101 accounts associated with multi-site subscribers that were considered single accounts prior to the completion of the Security Networks integration in April 2014.

    (d) 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.

    (e) Core Attrition reflects the long-term attrition characteristics of Monitronics base by excluding the one-time bulk buy of 113,000 accounts from Pinnacle Security in 2012 and 2013.

    Monitronics' core account portfolio unit attrition rate for the twelve months ended March 31, 2016 was 12.9%, compared to 12.6% for the twelve months ended March 31, 2015. Overall unit attrition increased from 13.2% for the twelve months ended March 31, 2015 to 13.7% for the twelve months ended March 31, 2016. The increase in attrition is primarily associated with approximately 113,000 accounts acquired in the Pinnacle Security bulk purchases in 2012 and 2013, which are now experiencing normal end-of-term attrition. We believe core attrition best reflects the long run characteristics of our customer base.

    During the three months ended March 31, 2016 and 2015, Monitronics acquired 29,211 and 66,074 subscriber accounts, respectively. Accounts acquired for the three months ended March 31, 2016 reflect bulk buys of approximately 400 accounts. Accounts acquired for the three months ended March 31, 2015 include approximately 1,100 of bulk buys and 31,919 accounts from the LiveWatch Acquisition in February 2015.

    Ascent Liquidity and Capital Resources

    At March 31, 2016, on a consolidated basis, Ascent had $120.2 million of cash, cash equivalents and marketable securities. A portion of these assets may be used to decrease debt obligations or fund stock repurchases, strategic acquisitions or investment opportunities.

    At March 31, 2016, the existing long-term debt includes the principal balance of $1.8 billion under the Monitronics' Senior Notes, Credit Facility term loans, and Credit Facility revolver and Ascent's Convertible Notes. The Convertible Notes have an outstanding principal balance of $96.8 million as of March 31, 2016 and mature July 15, 2020. The Senior Notes have an outstanding principal balance of $585.0 million as of March 31, 2016 and mature on April 1, 2020. The Credit Facility term loans have an outstanding principal balance of $948.3 million as of March 31, 2016 and require principal payments of approximately $1.4 million per quarter with $403.8 million becoming due on March 23, 2018 and the remaining amount becoming due April 9, 2022. The Credit Facility revolver has an outstanding balance of $155.2 million as of March 31, 2016, unused availability of $159.8 million and becomes due on December 22, 2017.

    Conference Call

    Ascent hosted a call on Monday, May 9, 2016 at 10 a.m. ET. A replay of the call can be accessed through June 9, 2016 by dialing (800) 585-8367 from the U.S., or (404) 537-3406 from outside the U.S. The conference call I.D. number is 2663456.

    Forward Looking Statements

    This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, consumer demand for interactive and home automation services, the anticipated benefits of the LiveWatch acquisition, future financial prospects, and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, continued access to capital on terms acceptable to Ascent, our ability to capitalize on acquisition opportunities, general market and economic conditions and changes in law and government regulations. These forward-looking statements speak only as of the date of this press release, and Ascent expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent, including the most recent Forms 10-K and 10-Q for additional information about Ascent and about the risks and uncertainties related to Ascent's business which may affect the statements made in this press release.

    About Ascent Capital Group, Inc.

    Ascent Capital Group, Inc., (Nasdaq:ASCMA) is a holding company that owns 100 percent of its operating subsidiary, Monitronics International Inc., and through Monitronics, LiveWatch Security, LLC. Ascent also retains ownership of certain commercial real estate assets. Monitronics, headquartered in Dallas, TX, is the nation's second largest home security alarm monitoring company, providing security alarm monitoring services to more than one million residential and commercial customers in the United States, Canada and Puerto Rico through its network of nationwide, independent Authorized Dealers. LiveWatch Security, LLC ®, is a Do-It-Yourself ("DIY") home security firm, offering professionally monitored security services through a direct-to-consumer sales channel. For more information on Ascent, see http://ascentcapitalgroupinc.com/

    1 Comparisons are year-over-year unless otherwise specified.

    ###

    Contact:

    Erica Bartsch
    Sloane & Company
    212-446-1875

    ebartsch@sloanepr.com



    97 Comments