8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 2, 2013

ASCENT CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34176	26-2735737
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

5251 DTC Parkway, Suite 1000

Greenwood Village, Colorado 80111

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (303) 628-5600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

To supplement the historical and pro forma financial information that has been provided in Ascent Capital Group, Inc.’s (“Ascent”) Quarterly Report on Form 10-Q, filed on November 12, 2013 (File No. 001-34176), Ascent has determined to furnish the additional financial information set forth in Exhibit 99.1 hereto.

The information furnished pursuant to this Item 2.02. Results of Operations and Financial Condition/Item 7.01. Regulation FD Disclosure (including Exhibit 99.1 hereto) is being furnished to the SEC in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Supplemental Financial Information

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 2, 2013

ASCENT CAPITAL GROUP, INC.
By:	/s/ WILLIAM E. NILES
	Name:	William E. Niles
	Title:	Executive Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Supplemental Financial Information

4

EX-99.1

Exhibit 99.1

Monitronics generally defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization (including the amortization of subscriber accounts) and realized and unrealized loss on derivative instruments, and other non-cash or non-recurring charges such as acquisition related professional fees, write off of deferred financing costs, and stock-based and other non-cash long-term incentive compensation. Adjusted EBITDA does not represent cash flow from operations as defined by generally accepted accounting principles, should not be construed as an alternative to net income or loss and is indicative neither of Monitronics’ operating performance nor of cash flows available to fund all of its cash needs. It is, however, a measurement Monitronics believes is useful to investors to evaluate its operating performance. Adjusted EBITDA is also a measure that Monitronics believes 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 adjustments, by which Monitronics’ covenants are calculated under the agreements governing its debt obligations. For purposes of this presentation, Monitronics has applied the same definitions of Adjusted EBITDA to the financial information of Security Networks. Adjusted EBITDA Definition

Source: Company filings. (1) In accordance with US GAAP, pro-forma adjustments include those adjustments necessary for the three months ended September 30, 2013 had the acquisition of Security Networks occurred on January 1, 2012. Accordingly, these pro-forma adjustments include an increase in adjusted EBITDA associated with the reversal of a $2.5 million fair value adjustment that reduced deferred revenue acquired in the Security Networks acquisition. Adjusted EBITDA Reconciliations Monitronics Security Networks ($ in Thousands) For the Quarter Ended September 30, For the 12 Months Ended December 31, 2013 2012 2012 2011 Actual As Reported PF Adjustments (1) PF Adjusted Actual Actual Actual Net Income (Loss) ($9,310) $3,040 ($6,270) ($5,095) ($16,030) ($6,010) Amortization of subscriber accounts and dealer network 55,746 5,520 61,266 40,815 163,468 159,619 Depreciation 1,910 (212) 1,698 1,368 5,286 4,704 Restructuring charges 402 - 402 - Stock-based compensation expense 361 50 411 389 1,384 393 Security Networks acquisition-related costs 1,032 - 1,032 - - - Security Networks integration-related costs 535 - 535 - Realized/unrealized loss on derivative instruments - - - - 2,044 10,601 Refinancing costs - - - - 6,245 - Interest expense 25,732 4,384 30,116 19,243 71,328 42,655 Income tax expense 1,241 146 1,387 700 2,616 2,523 Adjusted EBITDA $77,649 $12,928 $90,577 $57,420 $236,341 $214,485 ($ in Thousands) For the 12 Months Ended December 31, 2012 Actual Net Income (Loss) $3,576 Amortization of subscriber accounts and dealer network 24,470 Depreciation 1,138 Stock-based compensation expense 388 Acquisition-related costs - Interest expense 15,816 Income tax expense 100 Contingent consideration earnout expense 982 Adjusted EBITDA $46,470