Consolidating Guarantor Financial Information |
Consolidating Guarantor Financial Information
The Senior Notes were issued by MONI (the "Parent Issuer") and are fully and unconditionally guaranteed, on a joint and several basis, by all of the Company's existing domestic subsidiaries ("Subsidiary Guarantors"). Ascent Capital has not guaranteed any of the Company's obligations under the Senior Notes. The consolidating financial information for the Parent Issuer, the subsidiary Guarantors and the non-guarantors are as follows (amounts in thousands):
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheet
Amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016 |
|
|
Parent Issuer |
|
Subsidiary Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,739 |
|
|
1,438 |
|
|
— |
|
|
— |
|
|
$ |
3,177 |
|
Restricted cash |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Trade receivables, net |
|
13,265 |
|
|
604 |
|
|
— |
|
|
— |
|
|
13,869 |
|
Prepaid and other current assets |
|
51,251 |
|
|
2,171 |
|
|
— |
|
|
(44,062 |
) |
|
9,360 |
|
Total current assets |
|
66,255 |
|
|
4,213 |
|
|
— |
|
|
(44,062 |
) |
|
26,406 |
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
|
22,533 |
|
|
— |
|
|
— |
|
|
(22,533 |
) |
|
— |
|
Property and equipment, net |
|
26,652 |
|
|
1,618 |
|
|
— |
|
|
— |
|
|
28,270 |
|
Subscriber accounts, net |
|
1,349,285 |
|
|
37,475 |
|
|
— |
|
|
— |
|
|
1,386,760 |
|
Dealer network and other intangible assets, net |
|
15,762 |
|
|
1,062 |
|
|
— |
|
|
— |
|
|
16,824 |
|
Goodwill |
|
527,191 |
|
|
36,358 |
|
|
— |
|
|
— |
|
|
563,549 |
|
Other assets, net |
|
11,889 |
|
|
19 |
|
|
— |
|
|
— |
|
|
11,908 |
|
Total assets |
|
$ |
2,019,567 |
|
|
80,745 |
|
|
— |
|
|
(66,595 |
) |
|
$ |
2,033,717 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholder's Equity |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
9,919 |
|
|
1,542 |
|
|
— |
|
|
— |
|
|
$ |
11,461 |
|
Accrued payroll and related liabilities |
|
3,731 |
|
|
337 |
|
|
— |
|
|
— |
|
|
4,068 |
|
Other accrued liabilities |
|
25,951 |
|
|
49,690 |
|
|
— |
|
|
(44,062 |
) |
|
31,579 |
|
Deferred revenue |
|
13,807 |
|
|
1,340 |
|
|
— |
|
|
— |
|
|
15,147 |
|
Holdback liability |
|
13,434 |
|
|
482 |
|
|
— |
|
|
— |
|
|
13,916 |
|
Current portion of long-term debt |
|
11,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
11,000 |
|
Total current liabilities |
|
77,842 |
|
|
53,391 |
|
|
— |
|
|
(44,062 |
) |
|
87,171 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
1,687,778 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,687,778 |
|
Long-term holdback instruments |
|
2,645 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,645 |
|
Derivative financial instruments |
|
16,948 |
|
|
— |
|
|
— |
|
|
— |
|
|
16,948 |
|
Deferred income tax liability, net |
|
15,649 |
|
|
1,681 |
|
|
— |
|
|
— |
|
|
17,330 |
|
Other liabilities |
|
3,760 |
|
|
3,140 |
|
|
— |
|
|
— |
|
|
6,900 |
|
Total liabilities |
|
1,804,622 |
|
|
58,212 |
|
|
— |
|
|
(44,062 |
) |
|
1,818,772 |
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholder's equity |
|
214,945 |
|
|
22,533 |
|
|
— |
|
|
(22,533 |
) |
|
214,945 |
|
Total liabilities and stockholder's equity |
|
2,019,567 |
|
|
80,745 |
|
|
— |
|
|
(66,595 |
) |
|
2,033,717 |
|
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheet
Amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of Balance at December 31, 2015 |
|
|
Parent Issuer |
|
Subsidiary Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,513 |
|
|
1,067 |
|
|
— |
|
|
— |
|
|
2,580 |
|
Restricted cash |
|
55 |
|
|
— |
|
|
— |
|
|
— |
|
|
55 |
|
Trade receivables, net |
|
13,224 |
|
|
398 |
|
|
— |
|
|
— |
|
|
13,622 |
|
Prepaid and other current assets |
|
30,542 |
|
|
1,807 |
|
|
— |
|
|
(22,459 |
) |
|
9,890 |
|
Total current assets |
|
45,334 |
|
|
3,272 |
|
|
— |
|
|
(22,459 |
) |
|
26,147 |
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
|
43,920 |
|
|
— |
|
|
— |
|
|
(43,920 |
) |
|
— |
|
Property and equipment, net |
|
25,842 |
|
|
812 |
|
|
— |
|
|
— |
|
|
26,654 |
|
Subscriber accounts, net |
|
1,390,493 |
|
|
33,045 |
|
|
— |
|
|
— |
|
|
1,423,538 |
|
Dealer network and other intangible assets, net |
|
25,462 |
|
|
1,192 |
|
|
— |
|
|
— |
|
|
26,654 |
|
Goodwill |
|
527,191 |
|
|
36,358 |
|
|
— |
|
|
— |
|
|
563,549 |
|
Other assets, net |
|
3,718 |
|
|
7 |
|
|
— |
|
|
— |
|
|
3,725 |
|
Total assets |
|
$ |
2,061,960 |
|
|
74,686 |
|
|
— |
|
|
(66,379 |
) |
|
2,070,267 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholder's Equity |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
7,383 |
|
|
1,238 |
|
|
— |
|
|
— |
|
|
$ |
8,621 |
|
Accrued payroll and related liabilities |
|
2,894 |
|
|
585 |
|
|
— |
|
|
— |
|
|
3,479 |
|
Other accrued liabilities |
|
32,224 |
|
|
22,757 |
|
|
— |
|
|
(22,459 |
) |
|
32,522 |
|
Deferred revenue |
|
15,151 |
|
|
1,056 |
|
|
— |
|
|
— |
|
|
16,207 |
|
Holdback liability |
|
15,986 |
|
|
400 |
|
|
— |
|
|
— |
|
|
16,386 |
|
Current portion of long-term debt |
|
5,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,500 |
|
Total current liabilities |
|
79,138 |
|
|
26,036 |
|
|
— |
|
|
(22,459 |
) |
|
82,715 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
1,739,147 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,739,147 |
|
Long-term holdback instruments |
|
3,786 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,786 |
|
Derivative financial instruments |
|
13,470 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,470 |
|
Deferred income tax liability, net |
|
12,391 |
|
|
800 |
|
|
— |
|
|
— |
|
|
13,191 |
|
Other liabilities |
|
12,963 |
|
|
3,930 |
|
|
— |
|
|
— |
|
|
16,893 |
|
Total liabilities |
|
1,860,895 |
|
|
30,766 |
|
|
— |
|
|
(22,459 |
) |
|
1,869,202 |
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholder's equity |
|
201,065 |
|
|
43,920 |
|
|
— |
|
|
(43,920 |
) |
|
201,065 |
|
Total liabilities and stockholder's equity |
|
$ |
2,061,960 |
|
|
74,686 |
|
|
— |
|
|
(66,379 |
) |
|
2,070,267 |
|
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidating Statement of Operations and Comprehensive Income (Loss)
Amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016 |
|
|
Parent Issuer |
|
Subsidiary Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
543,181 |
|
|
27,191 |
|
|
— |
|
|
— |
|
|
$ |
570,372 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
101,940 |
|
|
13,296 |
|
|
— |
|
|
— |
|
|
115,236 |
|
Selling, general, and administrative, including stock-based compensation |
|
86,670 |
|
|
27,482 |
|
|
— |
|
|
— |
|
|
114,152 |
|
Radio conversion costs |
|
18,204 |
|
|
218 |
|
|
— |
|
|
— |
|
|
18,422 |
|
Amortization of subscriber accounts, dealer network and other intangible assets |
|
240,568 |
|
|
6,185 |
|
|
— |
|
|
— |
|
|
246,753 |
|
Depreciation |
|
7,784 |
|
|
376 |
|
|
— |
|
|
— |
|
|
8,160 |
|
Gain on disposal of operating assets |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
455,166 |
|
|
47,557 |
|
|
— |
|
|
— |
|
|
502,723 |
|
Operating income (loss) |
|
88,015 |
|
|
(20,366 |
) |
|
— |
|
|
— |
|
|
67,649 |
|
|
|
|
|
|
|
|
|
|
|
|
Other expense: |
|
|
|
|
|
|
|
|
|
|
Equity in loss of subsidiaries |
|
21,387 |
|
|
— |
|
|
— |
|
|
(21,387 |
) |
|
— |
|
Interest expense |
|
127,290 |
|
|
18 |
|
|
— |
|
|
— |
|
|
127,308 |
|
Refinancing expense |
|
9,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,500 |
|
|
|
158,177 |
|
|
18 |
|
|
— |
|
|
(21,387 |
) |
|
136,808 |
|
Loss before income taxes |
|
(70,162 |
) |
|
(20,384 |
) |
|
— |
|
|
21,387 |
|
|
(69,159 |
) |
Income tax expense |
|
6,145 |
|
|
1,003 |
|
|
— |
|
|
— |
|
|
7,148 |
|
Net loss |
|
(76,307 |
) |
|
(21,387 |
) |
|
— |
|
|
21,387 |
|
|
(76,307 |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
Unrealized loss on derivative contracts |
|
4,589 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,589 |
|
Total other comprehensive loss |
|
(71,718 |
) |
|
(21,387 |
) |
|
— |
|
|
21,387 |
|
|
(71,718 |
) |
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidating Statement of Operations and Comprehensive Income (Loss)
Amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015 |
|
|
Parent Issuer |
|
Subsidiary Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
546,597 |
|
|
16,759 |
|
|
— |
|
|
— |
|
|
$ |
563,356 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
100,233 |
|
|
10,013 |
|
|
— |
|
|
— |
|
|
110,246 |
|
Selling, general, and administrative, including stock-based compensation |
|
86,683 |
|
|
19,604 |
|
|
— |
|
|
— |
|
|
106,287 |
|
Radio conversion costs |
|
14,369 |
|
|
— |
|
|
— |
|
|
— |
|
|
14,369 |
|
Amortization of subscriber accounts, dealer network and other intangible assets |
|
253,773 |
|
|
4,895 |
|
|
— |
|
|
— |
|
|
258,668 |
|
Depreciation |
|
9,960 |
|
|
106 |
|
|
— |
|
|
— |
|
|
10,066 |
|
Gain on disposal of operating assets |
|
(5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(5 |
) |
|
|
465,013 |
|
|
34,618 |
|
|
— |
|
|
— |
|
|
499,631 |
|
Operating income (loss) |
|
81,584 |
|
|
(17,859 |
) |
|
— |
|
|
— |
|
|
63,725 |
|
|
|
|
|
|
|
|
|
|
|
|
Other expense: |
|
|
|
|
|
|
|
|
|
|
Equity in loss of subsidiaries |
|
18,689 |
|
|
— |
|
|
— |
|
|
(18,689 |
) |
|
— |
|
Interest expense |
|
125,394 |
|
|
21 |
|
|
— |
|
|
— |
|
|
125,415 |
|
Refinancing expense |
|
4,468 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,468 |
|
|
|
148,551 |
|
|
21 |
|
|
— |
|
|
(18,689 |
) |
|
129,883 |
|
Loss before income taxes |
|
(66,967 |
) |
|
(17,880 |
) |
|
— |
|
|
18,689 |
|
|
(66,158 |
) |
Income tax expense |
|
5,481 |
|
|
809 |
|
|
— |
|
|
— |
|
|
6,290 |
|
Net loss |
|
(72,448 |
) |
|
(18,689 |
) |
|
— |
|
|
18,689 |
|
|
(72,448 |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
Unrealized loss on derivative contracts |
|
(8,741 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(8,741 |
) |
Total other comprehensive loss |
|
(81,189 |
) |
|
(18,689 |
) |
|
— |
|
|
18,689 |
|
|
(81,189 |
) |
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidating Statements of Cash flows
Amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016 |
|
|
Parent Issuer |
|
Subsidiary Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net cash provided by operating activities |
|
$ |
181,384 |
|
|
9,143 |
|
|
— |
|
|
— |
|
|
$ |
190,527 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(7,997 |
) |
|
(1,181 |
) |
|
— |
|
|
— |
|
|
(9,178 |
) |
Cost of subscriber accounts acquired |
|
(193,790 |
) |
|
(7,591 |
) |
|
— |
|
|
— |
|
|
(201,381 |
) |
Increase in restricted cash |
|
55 |
|
|
— |
|
|
— |
|
|
— |
|
|
55 |
|
Net cash used in investing activities |
|
(201,732 |
) |
|
(8,772 |
) |
|
— |
|
|
— |
|
|
(210,504 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
1,280,700 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,280,700 |
|
Payments on long-term debt |
|
(1,238,059 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,238,059 |
) |
Refinance costs |
|
(16,946 |
) |
|
|
|
|
|
|
|
(16,946 |
) |
Value of shares withheld for share-based compensation |
|
(121 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(121 |
) |
Dividend to Ascent Capital |
|
(5,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(5,000 |
) |
|
|
20,574 |
|
|
— |
|
|
— |
|
|
— |
|
|
20,574 |
|
Net increase in cash and cash equivalents |
|
226 |
|
|
371 |
|
|
— |
|
|
— |
|
|
597 |
|
Cash and cash equivalents at beginning of period |
|
1,513 |
|
|
1,067 |
|
|
— |
|
|
— |
|
|
2,580 |
|
Cash and cash equivalents at end of period |
|
$ |
1,739 |
|
|
1,438 |
|
|
— |
|
|
— |
|
|
$ |
3,177 |
|
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidating Statements of Cash flows
Amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015 |
|
|
Parent Issuer |
|
Subsidiary Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net cash provided by operating activities |
|
$ |
201,477 |
|
|
7,685 |
|
|
— |
|
|
— |
|
|
$ |
209,162 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(11,866 |
) |
|
(556 |
) |
|
— |
|
|
— |
|
|
(12,422 |
) |
Cost of subscriber accounts acquired |
|
(260,256 |
) |
|
(6,302 |
) |
|
— |
|
|
— |
|
|
(266,558 |
) |
Cash paid for acquisition, net of cash acquired |
|
(56,778 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(56,778 |
) |
Increase in restricted cash |
|
(37 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(37 |
) |
Proceeds from sale of assets |
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
Net cash used in investing activities |
|
(328,932 |
) |
|
(6,858 |
) |
|
— |
|
|
— |
|
|
(335,790 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
778,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
778,000 |
|
Payments on long-term debt |
|
(666,640 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(666,640 |
) |
Refinance costs |
|
(6,477 |
) |
|
|
|
|
|
|
|
(6,477 |
) |
Value of shares withheld for share-based compensation |
|
(318 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(318 |
) |
Contributions from Ascent Capital |
|
22,690 |
|
|
|
|
|
|
|
|
22,690 |
|
|
|
127,255 |
|
|
— |
|
|
— |
|
|
— |
|
|
127,255 |
|
Net increase in cash and cash equivalents |
|
(200 |
) |
|
827 |
|
|
— |
|
|
— |
|
|
627 |
|
Cash and cash equivalents at beginning of period |
|
1,713 |
|
|
240 |
|
|
— |
|
|
— |
|
|
1,953 |
|
Cash and cash equivalents at end of period |
|
$ |
1,513 |
|
|
1,067 |
|
|
— |
|
|
— |
|
|
$ |
2,580 |
|
|