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Exhibit 99.1


MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 2011

(With Independent Auditors' Report Thereon)

1



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 2011

Table of Contents

 
  Page

Independent Auditors' Report

  3

Consolidated Balance Sheet

 
4

Consolidated Statement of Operations

 
5

Consolidated Statement of Shareholder's Net Capital

 
6

Consolidated Statement of Cash Flows

 
7

Notes to Consolidated Financial Statements

 
8

2



Independent Auditors' Report

The Board of Directors
Ascent Capital Group, Inc.:

        We have audited the accompanying consolidated balance sheet of Monitronics International, Inc. and subsidiaries as of December 31, 2011, and the related consolidated statements of operations, shareholder's net capital, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Monitronics International, Inc. and subsidiaries as of December 31, 2011, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

March 9, 2012

3



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheet

December 31, 2011

(In thousands, except share data)

Assets

 

Current assets:

       

Cash and cash equivalents

  $ 2,110  

Restricted cash

    23,420  

Accounts receivable, net

    10,973  

Deferred income tax assets, net

    4,516  

Prepaid and other current assets

    13,387  
       

Total current assets

    54,406  

Restricted cash

   
28,000
 

Property and equipment, net

    19,977  

Subscriber accounts, net

    838,441  

Dealer networks, net

    39,933  

Goodwill

    349,227  

Other assets, net

    2,877  
       

Total assets

  $ 1,332,861  
       

Liabilities and Shareholder's Equity

 

Current liabilities:

       

Accounts payable

  $ 3,864  

Accrued payroll and related liabilities

    2,523  

Other accrued liabilities

    16,085  

Deferred revenue

    6,803  

Purchase holdbacks

    12,273  

Current portion of long-term debt

    60,000  
       

Total current liabilities

    101,548  

Noncurrent liabilities:

       

Long-term debt

    892,718  

Derivative financial instruments

    36,279  

Deferred income tax liability, net

    7,844  

Other liabilities

    5,099  
       

Total liabilities

    1,043,488  
       

Commitments and contingencies

       

Shareholder's net capital:

       

Common stock, $.01 par value. Authorized and issued 1 share

     

Additional paid-in capital

    299,613  

Accumulated deficit

    (10,240 )
       

Total shareholder's net capital

    289,373  
       

Total liabilities and shareholder's net capital

  $ 1,332,861  
       

   

See accompanying notes to consolidated financial statements.

4



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Statement of Operations

Year ended December 31, 2011

(In thousands)

Net revenue

  $ 311,898  

Cost of services

    40,553  
       

Gross Profit

    271,345  
       

Operating expenses:

       

Selling, general, and administrative

    57,170  

Amortization

    159,619  

Depreciation

    4,704  
       

    221,493  
       

Operating income

    49,852  
       

Other expenses:

       

Realized and unrealized loss on derivative instruments

    10,601  

Interest expense, net

    42,655  

Other expense, net

    83  
       

    53,339  
       

Net loss before income taxes

    (3,487 )

Provision for income taxes

    2,523  
       

Net loss

  $ (6,010 )
       

   

See accompanying notes to consolidated financial statements.

5



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Statement of Shareholder's Net Capital

Year ended December 31, 2011

(In thousands, except share data)

 
  Common stock    
   
   
 
 
  Additional
paid-in
capital
  Accumulated
deficit
  Total
shareholder's
net capital
 
 
  Shares   Amount  

Balances at December 31, 2010

    1   $     299,220     (4,230 )   294,990  

Contribution by Ascent Capital Group, Inc. 

            393         393  

Net loss

                (6,010 )   (6,010 )
                       

Balances at December 31, 2011

    1   $     299,613     (10,240 )   289,373  
                       

   

See accompanying notes to consolidated financial statements.

6



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

Year ended December 31, 2011

(In thousands)

Operating activities:

       

Net loss

  $ (6,010 )

Adjustments to reconcile net loss to net cash provided by operating activities:

       

Depreciation and amortization

    164,323  

Amortization of deferred financing costs

    977  

Accretion of debt discount

    16,985  

Provision for uncollectible accounts

    5,484  

Deferred income tax expense

    401  

Noncash stock-based compensation

    393  

Unrealized gain on derivative instruments

    (28,044 )

Other

    12  

Changes in operating assets and liabilities:

       

Accounts receivable (excluding provision for bad debt)

    (5,365 )

Prepaid expenses and other assets

    (8,651 )

Accounts payable

    533  

Other accrued liabilities

    5,247  

Deferred revenue

    3,420  
       

Net cash provided by operating activities

    149,705  
       

Investing activities

       

Increase in restricted cash

    (44 )

Purchases of property and equipment

    (4,003 )

Purchases of subscriber accounts

    (162,714 )
       

Net cash used in investing activities

    (166,761 )
       

Financing activities

       

Proceeds from long-term debt

    78,800  

Payments on long-term debt

    (59,800 )
       

Net cash provided by financing activities

    19,000  
       

Net increase in cash and cash equivalents

    1,944  

Cash and cash equivalents at beginning of period

   
166
 
       

Cash and cash equivalents at end of period

  $ 2,110  
       

Supplemental cash flow information:

       

State taxes paid

  $ 2,802  

Interest paid

    25,204  

   

See accompanying notes to consolidated financial statements.

7



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2011

(1) Description of Business

        Monitronics International, Inc. and subsidiaries (the Company or Monitronics) provide security alarm monitoring and related services to residential and business subscribers throughout the United States and parts of Canada. The Company monitors signals arising from burglaries, fires and other events through security systems installed by independent dealers at subscribers' premises.

        On December 17, 2010, Ascent Capital Group, Inc. (Ascent Capital) acquired 100% of the outstanding capital stock of the Company through the merger of Mono Lake Merger Sub, Inc. (Merger Sub), a direct wholly owned subsidiary of Ascent Capital established to consummate the merger, with and into the Company, with the Company as the surviving corporation in the merger (the Acquisition). The Acquisition was accounted for in accordance with accounting guidance for business combinations, and accordingly has resulted in the recognition of assets acquired and liabilities assumed at fair value as of the acquisition date.

(2) Summary of Significant Accounting Policies

    (a)    Consolidation Principles

    The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for the period presented and include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation.

    (b)    Cash, Cash Equivalents, and Restricted Cash

    Cash and cash equivalents include cash on hand, cash in banks and cash equivalents. The Company classifies all highly liquid investments with original maturities when purchased of three months or less as cash equivalents.

    Restricted cash is cash that is restricted for a specific purpose and cannot be included in the cash and cash equivalents account. At December 31, 2011, the Company had restricted cash of $51,420,000, including $28,000,000 that is classified as noncurrent, pursuant to the terms of Monitronics' debt obligations.

    (c)    Accounts Receivable

    Trade receivables consist primarily of amounts due from customers for recurring monthly monitoring services over a wide geographical base. The Company performs extensive credit evaluations on the portfolios of subscriber accounts prior to purchase and requires no collateral on the accounts that are acquired. The Company has established an allowance for doubtful accounts for estimated losses resulting from the inability of subscribers to make required payments. Factors such as historical-loss experience, recoveries and economic conditions are considered in determining the sufficiency of the allowance to cover potential losses.

8



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(2) Summary of Significant Accounting Policies (Continued)

    A summary of activity in the allowance for doubtful accounts is as follows (in thousands):

 
  Balance
beginning
of year
  Charged to
expense
  Write-offs
and other
  Balance
end
of year
 

2011

  $ 250     5,484     (3,919 )   1,815  

    (d)    Property and Equipment

    Property and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the underlying lease.

    Management reviews the realizability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the value and future benefits of long-term assets, their carrying value is compared to management's best estimate of undiscounted future cash flows over the remaining economic life. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the estimated fair value of the assets.

    (e)    Subscriber Accounts

    Subscriber accounts relate to the cost of acquiring monitoring service contracts from independent dealers. The subscriber accounts existing at the time of the Acquisition were recorded at fair value under the acquisition method of accounting. Subscriber accounts purchased subsequent to the Acquisition are recorded at cost. All direct external costs associated with the creation of subscriber accounts are capitalized. Internal costs, including all personnel and related support costs, incurred solely in connection with subscriber account acquisitions and transitions are expensed as incurred.

    The costs of subscriber accounts existing at the time of the Acquisition are amortized using the 14-year 235% declining balance method. The costs of subscriber accounts acquired subsequent to the Acquisition are amortized using the 15-year 220% declining balance method, beginning in the month following the date of purchase. The amortization methods were selected to provide an approximate matching of the amortization of the subscriber accounts intangible asset to estimated future subscriber revenues based on the projected lives of individual subscriber contracts. Amortization of subscriber accounts was $149,539,000 for the fiscal year ended December 31, 2011.

    Based on subscriber accounts held at December 31, 2011, estimated amortization of subscriber accounts in the succeeding five fiscal years ending December 31 is as follows (in thousands):

2012

  $ 135,027  

2013

    112,914  

2014

    94,476  

2015

    79,026  

2016

    64,597  
       

Total

  $ 486,040  
       

9



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(2) Summary of Significant Accounting Policies (Continued)

    The Company reviews the subscriber accounts for impairment or a change in amortization period whenever events or changes indicate that the carrying amount of the asset may not be recoverable or the life should be shortened. For purposes of recognition and measurement of an impairment loss, the Company views subscriber accounts as a single pool because of the assets' homogeneous characteristics, and the pool of subscriber accounts is the lowest level for which identifiable cash flows are largely independent of the cash flows of the other assets and liabilities.

    (f)    Dealer Networks

    Dealer networks is an intangible asset that relates to the dealer relationships that existed at the time of the Acquisition. This intangible asset will be amortized on a straight-line basis over its estimated useful life of five years. Amortization of dealer networks was $10,080,000 for the fiscal year ended December 31, 2011. Dealer networks intangible asset is reviewed for impairment in accordance with the Property, Plant and Equipment Topic of the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC).

    (g)    Goodwill

    The Company accounts for its goodwill pursuant to the provisions of the Intangibles—Goodwill and Other Topic of the FASB ASC. In accordance with the FASB ASC, goodwill is not amortized, but rather tested for impairment at least annually.

    The Company assesses the recoverability of the carrying value of goodwill during the fourth quarter of its fiscal year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. Recoverability is measured at the reporting unit level based on the provisions of FASB ASC Topic 350, Intangibles—Goodwill and Other.

    Recoverability of goodwill at a reporting unit level is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved, which is classified as a Level 3 measurement under FASB ASC Topic 820, Fair Value Measurements and Disclosures. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. If the calculated fair value is less than the current carrying value, impairment of the reporting unit may exist. When the recoverability test indicates potential impairment, the Company will calculate an implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in a manner similar to how goodwill is calculated in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recorded to write down the carrying value. An impairment loss cannot exceed the carrying value of goodwill assigned to the reporting unit but may indicate certain long-lived and amortizable intangible assets associated with the reporting unit may require additional impairment testing.

10



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(2) Summary of Significant Accounting Policies (Continued)

    (h)    Deferred Financing Costs

    Deferred financing costs are capitalized when the related debt is issued or when amendments to revolving credit lines increase the borrowing capacity. Deferred financing costs are amortized over the term of the related debt on an effective interest method.

    (i)    Purchase Holdbacks

    The Company typically withholds payment of a designated percentage of the purchase price when it purchases subscriber accounts from dealers. The withheld funds are recorded as a liability until the guarantee period provided by the dealer has expired. The holdback is used as a reserve to cover any terminated subscriber accounts that are not replaced by the dealer during the guarantee period. At the end of the guarantee period, which is typically one year from the date of purchase, the dealer is responsible for any deficit or is paid the balance of the holdback.

    (j)    Derivative Financial Instruments

    The Company uses derivative financial instruments to manage exposure to movement in interest rates. The use of these financial instruments modifies the exposure of these risks with the intention of reducing the risk or cost. The Company does not use derivatives for speculative or trading purposes. The Company recognizes the fair value of all derivative instruments as either assets or liabilities at fair value on the consolidated balance sheets. Fair value is based on market quotes for similar instruments with the same duration. Changes in the fair value of derivatives are reported in the consolidated statements of operations.

    (k)    Revenue Recognition

    Revenue is generated from security alarm monitoring and related services provided by the Company. Revenue related to alarm monitoring services is recognized ratably over the life of the contract. Revenue related to maintenance and other services is recognized as the services are rendered. Deferred revenue includes payments for monitoring services to be provided in future periods.

    (l)    Income Taxes

    The Company accounts for income taxes under the Income Taxes Topic of the FASB ASC, which prescribes an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than proposed changes in the tax law or rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

11



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(2) Summary of Significant Accounting Policies (Continued)

    (m)    Stock-Based Compensation

    The Company accounts for stock-based awards pursuant to the Stock Compensation Topic of the FASB ASC, which requires companies to measure the cost of employee services received in exchange for an award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the award, and to recognize that cost over the period during which the employee is required to provide service (usually the vesting period of the award).

    The grant-date fair value of the Ascent Capital stock options granted to Monitronics' employees was calculated using the Black-Scholes model. The expected term of the awards was calculated using the simplified method included in SEC Staff Accounting Bulletin No. 107. The volatility used in the calculation is based on the historical volatility of peer companies, the risk-free rate is based on Treasury Bonds with a term similar to that of the subject options and a dividend rate of zero was utilized.

    (n)    Concentration of Credit Risk

    Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable. The Company performs extensive credit evaluations on the portfolios of subscriber accounts prior to purchase and requires no collateral on the subscriber accounts that are acquired. Concentrations of credit risk with respect to trade accounts receivable are generally limited due to the large number of subscribers comprising the Company's customer base.

    (o)    Fair Value of Financial Instruments

    Fair values of cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate the carrying amounts because of their short-term nature. The securitization debt, net of debt discount, approximates fair value based on the terms of such debt in that it bears interest at variable market rates and requires the Company to maintain certain derivative financial instruments to fix the interest rate, and due to management's expectation that the Company will be able to refinance and/or repay the debt in full by July 2012. In addition, the credit facility approximates fair value based on the terms of such debt in that it bears interest at variable market rates, the term note matures in June 2012, and the revolver matures December 2013. See note 12 for further fair value information.

    (p)    Estimates

    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses for each reporting period. The significant estimates made in preparation of the Company's consolidated financial statements primarily relate to valuation of goodwill, other intangible assets, long-lived assets, deferred tax assets, derivative financial instruments, and the amount of the allowance for doubtful accounts. These estimates are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts them when facts and circumstances change. As

12



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(2) Summary of Significant Accounting Policies (Continued)

    the effects of future events cannot be determined with any certainty, actual results could differ from the estimates upon which the carrying values were based.

(3) Accounting Pronouncements

        In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, an amendment to FASB ASC Topic 350, Intangibles—Goodwill and Other. The update provides an entity with the option to first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the qualitative factors, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test as described in FASB ASC Topic 350. Entities have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step impairment test as well as resume performing the qualitative assessment in any subsequent period. The ASU is effective for the Company for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption was permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period had not yet been issued. The Company did not early adopt the provisions of this ASU; however, the Company's annual goodwill impairment testing did not result in an impairment charge. Accordingly, the Company does not expect the impact of adopting this ASU to be material to the Company's financial position, results of operations or cash flows.

        In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, an amendment to FASB ASC Topic 220, Comprehensive Income. The update gives companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in separate but consecutive statements. The amendments in the update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This amendment also required an entity to present on the face of the financial statements adjustments for items that are reclassified from accumulated other comprehensive income to net income, however, in December 2011 the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. The update defers the specific requirement to present items that are reclassified from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income. The Company does not expect the impact of adopting this ASU to be material to the Company's financial position, results of operations or cash flows.

        In May 2011, the FASB issued FASB ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, an amendment to FASB ASC Topic 820, Fair Value Measurement. The update revises the application of the valuation premise of highest and best use of an asset, the application of premiums and discounts for fair value determination, as well as the required disclosures for transfers between Level 1 and Level 2 fair value measures and the highest and best use of nonfinancial assets. The update provides additional disclosures regarding Level 3 fair

13



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(3) Accounting Pronouncements (Continued)

value measurements and clarifies certain other existing disclosure requirements. The ASU is effective for the Company for interim and annual periods beginning after December 15, 2011. The Company does not expect the impact of adopting this ASU to have a material effect on the Company's consolidated financial statements, but the adoption of this ASU may require additional disclosures.

(4) Property and Equipment

        Property and equipment consists of the following at December 31, 2011:

 
  Estimated
useful lives
   
 
 
   
  (In thousands)
 

Land

  Indefinite   $ 172  

Leasehold improvements

  Lease term     2,685  

Machinery and equipment

  3-5 years     22,023  
           

        24,880  

Less accumulated depreciation

        (4,903 )
           

      $ 19,977  
           

14



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(5) Long-Term Debt

        Long-term debt consisted of the following at December 31, 2011:

Class A-1a Term Notes (matures July 2027), LIBOR plus 1.8%(a)

  $ 345,577  

Class A-1b Term Notes (matures July 2027), LIBOR plus 1.7%(a)

    98,676  

Class A-2 Term Notes (matures July 2037), LIBOR plus 2.2%(a)

    98,978  

Class A-3 Variable Funding Note (matures July 2037), LIBOR plus 1.8%(a)

    256,558  

Class A-4 Variable Funding Note (matures July 2037), LIBOR plus 1.8%(a)

    27,629  

Term Loan (matures June 30, 2012)(b)

    60,000  

$115 million revolving credit facility (matures December 17, 2013) LIBOR plus 4%

    65,300  
       

    952,718  

Less current portion of long-term debt

    (60,000 )
       

Long-term debt

  $ 892,718  
       

(a)
The interest rate on the Term Notes and VFNs include 1.0% of other fees.

(b)
During 2011, the interest rate on the Term Loan was LIBOR plus 4.00%. As of January 1, 2012, the interest rate on the Term Loan is LIBOR plus 4.50%. The term loan matures on June 30, 2012, and requires two principal installments of $20,000,000 on the first business day occurring on or after December 31, 2011 and March 31, 2012. Ascent Capital has guaranteed $30 million of this Term Loan.

Securitization Debt

        The Company completed a financing transaction of the type commonly referred to as a contract securitization in August 2007. Under the securitization, Monitronics Funding LP (Funding), a wholly owned subsidiary of Monitronics, issued the following debt instruments, which are included in the table of long-term debt above (in thousands):

 
  Principal
amount
 

Class A-1a Term Notes

  $ 350,000  

Class A-1b Term Notes

    100,000  

Class A-2 Term Notes

    100,000  

Class A-3 Variable Funding Note

    260,000  

Class A-4 Variable Funding Note

    28,000  

        Principal payments under the Term Notes and Variable Funding Notes ('VFNs') are payable monthly beginning July 2012 in accordance with the priority of payments established in the securitization. Available cash remaining after paying items as established in the securitization is allocated ratably between the Class A Term Notes and the VFNs. Amounts allocated to the Class A Term Notes are paid first to the Class A-1 Term Notes until their outstanding amount has been paid in full, and second to the Class A-2 Term Notes. Amounts allocated to the VFNs are paid ratably between the Class A-3 VFN and the Class A-4 VFN.

15



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(5) Long-Term Debt (Continued)

        The Company is charged a commitment fee of 0.2% on the unused portion of the VFNs. Interest incurred on borrowings is payable monthly. The securitization debt has an expected repayment date of July 2012. If the securitization debt is not repaid at that time, contingent additional interest will accrue on the $550,000,000 notional amount of the interest rate swaps (see note 10) and $288,000,000 of VFNs at an annual rate of 5% per annum (including 0.5% of other fees), and will become due upon repayment of the securitization debt. Monitronics is currently exploring opportunities to refinance or amend the terms of its securitization. As of December 31, 2011, direct costs of $3,619,000 associated with a potential refinancing have been capitalized and are presented in Prepaids and other current assets on the consolidated balance sheet. If it becomes probable a new debt arrangement will not be executed, the related capitalized costs will be expensed.

        In connection with the 2007 securitization, the Company transferred substantially all of its then-existing subscriber assets, dealer alarm monitoring purchase agreements, and property and equipment related to its backup monitoring center, to Funding. The Company also transferred substantially all of its other property and equipment, dealer service agreements, contract monitoring agreements, and employees to Monitronics Security LP (Security), a wholly owned subsidiary of Monitronics. Following such transfers, Security assumed responsibility for the monitoring, customer service, billing, and collection functions of Funding and Monitronics. Funding and Security are distinct legal entities. Funding's assets are available only for payment of the debt and satisfaction of the other obligations arising under the securitization facility and are not available to pay Monitronics' other obligations or the claims of its other creditors. Security's assets are available only for the satisfaction of obligations arising under the securitization facility and are not available to pay Monitronics' other obligations or the claims of its other creditors; provided that, subject to compliance with applicable covenants, Security may distribute any excess cash to Monitronics greater than $1,000,000. In total, 88% of Monitronics subscriber account contracts, all of its wholesale monitoring contracts and $19,805,000 of its property and equipment are unavailable to pay Monitronics' other obligations or the claims of its other creditors.

        On the closing date of the securitization agreement, Funding also entered into several interest rate swap agreements with similar terms in an aggregate notional amount of $550,000,000 in order to reduce the financial risk related to changes in interest rates associated with the floating rate term notes (collectively the Swaps). The Swaps have an expected repayment date of August 2012 to match the expected refinancing of the securitization debt. The Company entered into three interest rate cap agreements with staggered durations with notional amounts of $100,000,000 effective August 15, 2008 through August 15, 2009, $260,000,000 effective August 15, 2009 through August 15, 2010, and $240,000,000 effective August 15, 2010 through May 15, 2014 and an interest rate floor with a notional amount of $260,000,000 effective from October 15, 2007 through May 15, 2014, to reduce the financial risk related to changes in interest rates associated with the floating rate variable funding notes. None of these derivative financial instruments are designated as hedges but, in effect, they act as hedges against the variable interest rate risk of the debt obligations. The Class A-1a Term Notes were effectively converted from floating to fixed with such derivative instruments at a rate of 7.5%. The Class A-1b Term Notes were effectively converted from floating to fixed with such derivative financial instruments at a rate of 7.0%. The Class A-2 Term Notes were effectively converted from floating to fixed with such derivative instruments at a rate of 7.6%. See note 7 for further information regarding these derivatives.

16



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(5) Long-Term Debt (Continued)

        As of December 31, 2011, the Company has $28,000,000 of the Class A-4 VFN held as restricted cash, which continues to be available to Monitronics under certain conditions as specified in the securitization agreement. No amounts are available to be drawn from the VFNs.

        The securitization debt has certain financial and nonfinancial covenants, which must be met on a monthly basis. These tests include maximum attrition rates, interest coverage, and minimum average recurring monthly revenue. Indebtedness under the securitization is secured by all of the assets of Funding. As of December 31, 2011, Monitronics was in compliance with all required covenants.

Credit Facility

        On December 17, 2010, in order to partially fund the cash consideration paid for the Acquisition of Monitronics by ACG and provide for growth capital, the Company entered into a Credit Agreement with the lenders party thereto and Bank of America, N.A., as administrative agent (the Credit Facility). The Credit Facility provides for a $60,000,000 term loan and a $115,000,000 revolving credit facility. There is a LIBOR floor of 1.50% and a commitment fee of 0.50% on unused portions of the revolving credit facility. Upon any refinancing of the notes issued by Funding, Monitronics must prepay the term loan. At any time after the occurrence of an event of default under the Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Credit Facility immediately due and payable and terminate any commitment to make further loans under the Credit Facility. In addition, failure to comply with restrictions contained in the existing securitization indebtedness could lead to an event of default. The obligations under the Credit Facility are secured by a security interest on substantially all of the assets of Monitronics and its wholly owned subsidiary, Monitronics Canada, Inc., as well as a pledge of the stock of Monitronics. ACG has guaranteed the term loan up to $30,000,000.

        The terms of the Credit Facility provide for certain financial and nonfinancial covenants which include maximum leverage ratios and minimum fixed charge coverage ratios. As of December 31, 2011, Monitronics was in compliance with all required covenants.

        Scheduled maturities of long-term debt at December 31, 2011, utilizing the required payment schedule of the securitization debt, are as follows for the fiscal years below (in thousands):

2012

  $ 60,000  

2013

     

2014

    65,300  

2015

     

2016

     

Thereafter

    838,000  
       

Total principal payments

    963,300  

Less discount

   
(10,582

)
       

Total debt, net of discount

  $ 952,718  
       

17



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(6) Derivatives

        The Company uses interest rate derivatives to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements.

        At December 31, 2011, derivative financial instruments include one interest rate cap with an aggregate fair value of $25,000, that constitutes an asset of the Company, an interest rate floor with a fair value of $19,320,000 that constitutes a liability of the Company, and three interest rate swaps (Swaps) with an aggregate fair value of $16,959,000 that constitute liabilities of the Company. The interest rate cap is included in Other assets on the consolidated balance sheet, while the interest rate floor and Swaps are included in Derivative financial instruments on the consolidated balance sheet. The interest rate cap, floor and Swaps have not been designated as hedges. For year ended December 31, 2011, the realized and unrealized loss on derivative financial instruments in the consolidated statements of operations includes settlement payments of $38,645,000 partially offset by a $28,044,000 unrealized gain related to the change in the fair value of these derivatives.

        For purposes of valuation of the Swaps, the Company has considered that certain provisions of the Term Notes and VFNs provide for significant adverse changes to interest rates and uses of cash flows if this debt is not repaid by July 2012. In addition, the Swaps can be terminated with no additional costs to the Company subject to compliance with certain make-whole obligations in accordance with the terms thereof in connection with any termination of the Swaps before April 2012. If the Term Notes and the VFNs are not repaid in full by July 2012, the Company would incur additional interest and other costs and be restricted from making subscriber account purchases at Funding, until the Term Notes and VFNs were repaid in full. Management expects that the Company will be able to refinance and/or repay the Term Notes and VFNs in full by July 2012, and the valuation considers adjustments for termination dates before and after July 2012 on a probability weighted basis. The valuation of the Swaps is based principally on a July 2012 maturity of the Term Notes less a credit valuation adjustment.

        All of the Company's debt obligations have variable interest rates. The objective of the Swaps was to reduce the risk associated with these variable interest rates. In effect, the Swaps convert variable interest rates into fixed interest rates on $550 million of borrowings. It is the Company's policy to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. As of December 31, 2011, no such amounts were offset.

18



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(6) Derivatives (Continued)

        The Company's Swaps are as follows (dollars in thousands):

Notional   Rate paid   Rate received
$ 350,000     6.56 % 1 mo. USD-LIBOR-BBA
  100,000     6.06   1 mo. USD-LIBOR-BBA
  100,000     6.64   1 mo. USD-LIBOR-BBA

        The Company has a single counterparty that it uses for its derivative contracts.

(7) Shareholder's Net Capital

        Pursuant to the Acquisition agreement, the Company deauthorized all shares of Class A and Class B common stock upon its merger with Merger Sub on December 17, 2010. The newly formed entity has one share of common stock issued and outstanding to Ascent Capital as of December 31, 2010.

(8) Restricted Stock and Stock Option Plans

        During 2011, certain employees of Monitronics were granted awards, under an Ascent Capital long-term incentive plan, including 63,793 shares of Ascent Capital restricted stock and 187,500 options to purchase Ascent Capital Series A common stock.

        The Ascent Capital Series A restricted stock vests over periods ranging from 2 to 4.25 years. The fair values for the restricted stock awards were the closing prices of the Ascent Capital Series A common stock on the applicable dates of grant. The weighted average fair value of the restricted stock on an aggregate basis for all such grants was $39.76 per share.

        The following table presents the number and weighted average fair value (WAFV) of unvested restricted stock awards.

 
  Ascent Capital
restricted
stock awards
  WAFV  

Outstanding at December 31, 2010

      $  

Granted

    63,793     39.76  

Vested

    (2,076 )   39.76  

Canceled

    (750 )   39.76  
             

Outstanding at December 31, 2011

    60,967   $ 39.76  
             

        The stock options granted in 2011 have an exercise price of $48.00 per share, which was the closing price on the date of grant. Such options vest over a period of 4.25 years, terminate on December 31, 2017, and had a weighted average fair value at the date of grant of $11.70 per share, as determined using the Black-Scholes Model. The assumptions used in the Black-Scholes Model to determine grant date fair value were a volatility factor of 42%, a risk-free interest rate of 0.96%, an expected life of five years, and a dividend yield of zero.

19



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(8) Restricted Stock and Stock Option Plans (Continued)

        The following table presents the number and weighted average exercise price (WAEP) of options to purchase Ascent Capital Series A common stock.

 
  Ascent Capital
common stock
  WAEP  

Outstanding at December 31, 2010

      $  

Granted

    187,500     48.00  

Forfeited

         

Canceled

         

Exercised

         
             

Outstanding at December 31, 2011

    187,500     48.00  
             

Exercisable at December 31, 2011

      $  

        The intrinsic value of outstanding stock option awards and exercisable stock option awards at December 31, 2011 was $510,000 and $0, respectively. The weighted average remaining contractual life of outstanding awards at December 31, 2011 was six years.

        As of December 31, 2011, the total compensation cost related to unvested equity awards was approximately $4,338,000. Such amount will be recognized in the consolidated statement of operations over a period of approximately 4 years. During year ended December 31, 2011, the Company recognized $393,000 of stock compensation expense.

(9) Income Taxes

        The provision for income taxes consists of the following for the year ending December 31, 2011 (in thousands):

Current:

       

Federal

  $  

State

    2,148  
       

Total current

    2,148  
       

Deferred:

       

Federal

    353  

State

    22  
       

Total deferred

    375  
       

Total provision for income taxes

  $ 2,523  
       

20



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(9) Income Taxes (Continued)

        The differences between the actual income tax expense and the amount computed by applying the statutory federal tax rate to income before income taxes result in the following (in thousands):

Benefit computed at federal statutory rate

  $ (1,220 )

Change in valuation allowance

    1,496  

State tax (net of federal benefit)

    2,163  

Other adjustments

    (75 )

Nondeductible expenses

    159  
       

Total provision for income taxes

  $ 2,523  
       

        Deferred income taxes are provided for the tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

        The components of deferred income taxes as of December 31, 2011 are as follows (in thousands):

Current deferred tax assets:

       

Accrued liabilities

  $ 3,102  

Allowance for doubtful accounts

    636  

Other

    1,004  
       

Total current deferred tax assets

    4,742  

Valuation allowance

    (226 )
       

Current deferred tax assets, net

    4,516  
       

Noncurrent deferred tax assets:

       

Mark-to-market valuation on derivative financial instruments

    12,718  

Net operating loss carryforwards

    59,708  

Business credits

    1,553  

Deferred financing fees

    9,056  

Other

    4,288  
       

Total noncurrent deferred tax assets

    87,323  

Valuation allowance

    (4,165 )
       

Noncurrent deferred tax assets, net

    83,158  
       

Total deferred tax assets, net

    87,674  
       

Noncurrent deferred tax liabilities:

       

Subscriber accounts

    (20,236 )

Intangible assets

    (64,054 )

Long-term debt

    (3,686 )

Property and equipment

    (3,026 )
       

Total deferred tax liabilities

    (91,002 )
       

Net deferred tax liabilities

  $ (3,328 )
       

21



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(9) Income Taxes (Continued)

        At December 31, 2011, the Company had available for federal income tax purposes an alternative minimum tax credit carryforward of $0.4 million, which is available for an indefinite period. The Company had $170.5 million of federal net operating loss carryforwards, which begin to expire, if unused, in 2024. The Company had available for state income tax purposes net operating loss carryforwards of $44.4 million as of December 31, 2011.

        The Company provides a valuation allowance for deferred tax assets when it is more likely than not that some portion or all of its deferred tax assets will not be realized. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company had a valuation allowance of $4.4 million at as of December 31, 2011. The Company maintains a valuation allowance primarily based on experiencing a cumulative loss before income taxes for the three-year period ended December 31, 2011. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including reversals of deferred tax liabilities) during the periods in which those temporary differences will become deductible.

        The Company accounts for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being recognized upon settlement. The Company has evaluated matters such as derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition, and has determined that there is no impact on the Company's consolidated financial statements for the year ended December 31, 2011. The only periods still subject to audit for the Company's federal tax return are the 2007 through 2011 tax years. The Company classifies interest and penalties in interest expense, net and other expenses, net, respectively, in the Consolidated Statements of Operations. The Company has determined that no accrual for interest related to uncertain tax positions is required at December 31, 2011.

(10) Employee Benefit Plan

        The Company maintains a tax-qualified, defined contribution plan that meets the requirements of Section 401(k) of the Internal Revenue Code (the Monitronics 401(k) Plan). During the year ended December 31, 2011, the Company, at its election, made contributions to the Monitronics 401(k) Plan. These contributions were allocated among participants based upon the respective contributions made by the participants through salary reductions during the applicable plan year. The Company also makes matching cash contributions under the Monitronics 401(k) Plan. For the year ended December 31, 2011, the Company made matching cash contributions to the Monitronics 401(k) Plan of approximately $74,000. The funds of the Monitronics 401(k) Plan are deposited with a trustee and invested at each participant's option in one or more investment funds.

(11) Commitments and Contingencies

        The Company leases certain office space and equipment under various noncancelable operating leases. The Company leases 122,880 square feet of total office space, of which 13,050, 11,830, and 98,000 square feet are currently under separate leases expiring on May 31, 2014, January 31, 2015, and

22



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(11) Commitments and Contingencies (Continued)

May 31, 2015, respectively. The lease expiring May 31, 2014, has rent escalation clauses associated with it, and the Company has the option to renew the lease for three additional terms of 60 months each following the expiration of the original lease agreement. The lease expiring January 31, 2015, has rent escalation clauses associated with it, and the Company has the option to renew the lease for an additional term of 36 months following the expiration of the original lease agreement. The lease expiring May 31, 2015, has rent escalation clauses associated with it, and the Company has the option to renew the lease for two additional terms of 60 months each following the expiration of the original lease agreement. All equipment leases are renewable at the option of the Company upon expiration.

        At December 31, 2011, future minimum payments under such leases are as follows (in thousands):

2012

  $ 1,837  

2013

    1,830  

2014

    1,797  

2015

    670  

2016

    5  

Thereafter

     
       

Total minimum lease payments

  $ 6,139  
       

        Rental expense during the year ended December 31, 2011 was $1,865,000.

        The Company is involved in litigation and similar claims incidental to the conduct of its business. In August 2009, a monitoring service subscriber filed suit against Monitronics and Tel-Star Alarms, Inc., a Monitronics authorized dealer, alleging negligence related to a home break-in. On November 16, 2011, a trial court awarded the plaintiff $8,600,000, of which $6,000,000 is expected to be covered by the Monitronics' general liability insurance policies. The Company intends to appeal the court ruling and vigorously defend its position. The Company recorded legal reserves of $8,600,000 and an insurance receivable of $6,000,000 in fiscal year 2011 related to this matter.

(12) Fair Value Measurements

        According to the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories:

    Level 1—Quoted prices for identical instruments in active markets.

    Level 2—Quoted prices for similar instruments in active or inactive markets and valuations derived from models where all significant inputs are observable in active markets.

    Level 3—Valuations derived from valuation techniques in which one or more significant inputs are unobservable in any market.

23



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(12) Fair Value Measurements (Continued)

        The following summarizes the fair value level of assets and liabilities that are measured on a recurring basis at December 31, 2011 (amounts in thousands):

 
  Quoted prices
in active
markets for
identical
assets and
liabilities
(Level 1)
  Significant
other
observable
inputs
(Level 2)
  Significant
unobservable
inputs
(Level 3)
  Total  

Derivative financial instruments—assets

  $     25         25  

Derivative financial instruments—liabilities

        (19,320 )   (16,959 )   (36,279 )
                   

Total

  $     (19,295 )   (16,959 )   (36,254 )
                   

        The Company has determined that the majority of the inputs used to value its interest rate caps and floor derivatives fall within Level 2 of the fair value hierarchy. The Company has determined that the majority of the inputs used to value its Swaps fall within Level 3 of the fair value hierarchy, as the valuation is based in part on management's estimates of the refinancing date of the Term Notes, which affects the termination date of the Swaps as the notional amount of the Swaps is directly linked to the outstanding principal balance of the Term Notes. However, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by its counterparties. For counterparties with publicly available credit information, the credit spreads over LIBOR used in the calculations represent implied credit default swap spreads obtained from a third-party credit data provider. However, as of December 31, 2011, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate caps and floor derivatives, but are significant for the Swaps. As a result, the Company has determined that its derivative valuations on its interest rate caps and floor are classified in Level 2 of the fair value hierarchy and its derivative valuation on its Swaps are classified in Level 3 of the fair-value hierarchy.

        The table below sets forth a summary of changes in the fair value of the Company's Level 3 liabilities for the year ended December 31, 2011 (in thousands):

Fair value at December 31, 2010

  $ (42,935 )

Change in unrealized gain related to the swaps

    25,976  
       

Fair value at December 31, 2011

  $ (16,959 )
       

        The Company's financial instruments, including cash and cash equivalents, accounts receivable and accounts payable are carried at cost, which approximates their fair value because of their short-term maturities.

24



MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(13) Subsequent Events

        The Company has evaluated events and transactions through March 9, 2012, the date that the financial statements were available to be issued. Based on requirements of the subsequent event guidance, the Company has not identified any events that require disclosure.

25




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MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2011 (With Independent Auditors' Report Thereon)
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2011 Table of Contents
Independent Auditors' Report
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated Balance Sheet December 31, 2011 (In thousands, except share data)
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated Statement of Operations Year ended December 31, 2011 (In thousands)
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated Statement of Shareholder's Net Capital Year ended December 31, 2011 (In thousands, except share data)
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated Statement of Cash Flows Year ended December 31, 2011 (In thousands)
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2011