Brinks Home Security Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Prior to the Merger, the Company had one thousand shares of common stock issued and outstanding to Ascent Capital. Upon completion of the Merger, these shares were cancelled. Pursuant to the Company's certificate of incorporation adopted in accordance with the Plan, the Company is authorized to issue an aggregate of 50,000,000 shares of stock consisting of: (i) 45,000,000 shares of Common Stock and (ii) 5,000,000 shares of Preferred Stock.

Successor Common Stock

Holders of Common Stock are entitled to one vote for each share held. Common Stock will vote as a single class on all matters on which stockholders are entitled to vote, except as otherwise provided in the certificate of incorporation or as required by law. Generally, all matters to be voted on by stockholders, other than the election of directors, must be approved by a majority of the Common Stock, then-issued and outstanding. Subject to the rights of the holders of any series of Preferred Stock to elect directors under certain circumstances, directors shall be elected by a plurality of the voting power present in person or represented by proxy and entitled to vote generally in the election of directors. No stockholder shall be entitled to exercise the right of cumulative voting.

In connection with the Company’s emergence from Chapter 11 and in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 1145 of the Bankruptcy Code, the Company issued a total of 22,500,000 shares of Common Stock on August 30, 2019.

As of December 31, 2020, the Company had 22,500,000 issued and outstanding shares of Common Stock.

Successor Preferred Stock

The board of directors of the Company has the authority, without action by its stockholders, to designate and issue preferred stock of the Company in one or more series and to designate the rights, powers, preferences and privileges of each series and any qualifications, limitations or restrictions thereof, which may be greater or less than the rights of the Common Stock. As of December 31, 2020, no shares of preferred stock were issued.

Accumulated Other Comprehensive Income (Loss)

The following table provides a summary of the changes in Accumulated other comprehensive income (loss) for the periods presented (amounts in thousands):


	Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2017 (Predecessor Company)	$	(7,375)
Impact of adoption of ASU 2017-12	605
Adjusted balance at January 1, 2018 (Predecessor Company)	$	(6,770)
Unrealized gain on derivatives recognized through Accumulated other comprehensive income (loss), net of income tax of $0 (a)	12,882
Reclassifications of unrealized loss on derivatives into Net loss, net of income tax of $0 (b)	1,496
Net period other comprehensive income	14,378
Balance at December 31, 2018 (Predecessor Company)	$	7,608
Reclassifications of unrealized loss on derivatives into Net loss, net of income tax of $0 (b)	(940)
Balance at August 31, 2019 (Predecessor Company)	$	6,668
Impact of fresh start accounting (c)	(6,668)
Balance at August 31, 2019 (Successor Company)	$	—
Unrealized loss on interest rate cap recognized through Accumulated other comprehensive income (loss), net of income tax of $0 (a)	(62)
Interest cost of interest rate cap reclassified into Net loss, net of income tax of $0 (b)	71
Net period other comprehensive income	9
Balance at December 31, 2019 (Successor Company)	$	9
Unrealized loss on interest rate cap recognized through Accumulated other comprehensive income (loss), net of income tax of $0 (a)	(2,842)
Interest cost of interest rate cap reclassified into Net loss, net of income tax of $0 (b)	740
Net period other comprehensive loss	(2,102)
Balance at December 31, 2020 (Successor Company)	$	(2,093)

(a) No income taxes were recorded on the unrealized gain / (loss) on derivative instrument amounts for 2020, 2019 and 2018 because the Company is subject to a full valuation allowance.

(b) Amounts reclassified into Net loss are included in Interest expense on the consolidated statements of operations and comprehensive income (loss). See Note 11, Derivatives for further information.

(c) The remaining amount recognized in Accumulated other comprehensive income (loss) was evaluated to have no fair value upon the application of fresh start accounting pursuant to the Plan. See Note 4, Fresh Start Accounting for further information.