Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 22, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Entity Registrant Name | OUTERWALL INC | |
Entity Central Index Key | 941,604 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | OUTR | |
Entity Common Stock, Shares Outstanding | 17,215,600 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||||||
Cash and cash equivalents | $ 199,048 | $ 198,850 | $ 222,549 | $ 237,708 | $ 197,934 | $ 242,696 |
Accounts receivable, net of allowances of $806 and $1,272 | 25,386 | 38,464 | ||||
Content library | 147,815 | 188,490 | ||||
Prepaid expenses and other current assets | 47,122 | 51,368 | ||||
Total current assets | 419,371 | 500,871 | ||||
Property and equipment, net | 270,414 | 316,013 | ||||
Deferred income taxes | 2,456 | 2,606 | ||||
Goodwill and other intangible assets, net | 532,934 | 540,514 | ||||
Other long-term assets | 1,489 | 2,207 | ||||
Total assets | 1,226,664 | 1,362,211 | ||||
Current Liabilities: | ||||||
Accounts payable | 126,654 | 184,010 | ||||
Accrued payable to retailers | 100,332 | 115,098 | ||||
Other accrued liabilities | 155,347 | 141,437 | ||||
Current portion of long-term debt and other long-term liabilities | 18,418 | 17,131 | ||||
Total current liabilities | 400,751 | 457,676 | ||||
Long-term debt and other long-term liabilities (Note 7) | 766,570 | 893,517 | ||||
Deferred income taxes | 13,442 | 33,092 | ||||
Total liabilities | 1,180,763 | 1,384,285 | ||||
Commitments and contingencies (Note 14) | ||||||
Stockholders’ Equity (Deficit): | ||||||
Preferred stock, $0.001 par value - 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 | ||||
Common Stock, Value, Outstanding | 489,879 | 485,163 | ||||
Treasury stock | (1,149,261) | (1,151,063) | ||||
Retained earnings | 707,138 | 643,452 | ||||
Accumulated other comprehensive income (loss) | (1,855) | 374 | ||||
Total stockholders’ equity (deficit) | 45,901 | $ 2,200 | (22,074) | |||
Total liabilities and stockholders’ equity (deficit) | $ 1,226,664 | $ 1,362,211 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 806 | $ 1,272 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 37,272,647 | 36,720,579 |
Common stock, shares outstanding | 17,209,584 | 16,607,516 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||||||
Statement of Comprehensive Income [Abstract] | |||||||||
Revenue | $ 518,027 | $ 545,369 | $ 1,053,983 | $ 1,154,005 | |||||
Expenses: | |||||||||
Direct operating | [1] | 351,581 | 369,619 | 727,548 | 774,803 | ||||
Marketing | 7,422 | 8,047 | 16,644 | 16,467 | |||||
Research and development | 1,317 | 2,039 | 2,362 | 4,123 | |||||
General and administrative | 47,681 | 48,783 | 95,451 | 97,339 | |||||
Restructuring and related costs (Note 9) | 401 | 0 | 3,676 | 15,851 | |||||
Depreciation and other | 33,988 | 45,174 | 70,106 | 87,860 | |||||
Amortization of intangible assets | 3,790 | 3,309 | 7,580 | 6,618 | |||||
Goodwill impairment | 0 | 85,890 | 0 | 85,890 | |||||
Total expenses | 446,180 | 562,861 | 923,367 | 1,088,951 | |||||
Operating income (loss) | 71,847 | (17,492) | 130,616 | 65,054 | |||||
Other income (expense), net: | |||||||||
Loss from equity method investments, net | (208) | (133) | (415) | (265) | |||||
Interest expense, net | (10,301) | (12,183) | (10,543) | (24,254) | |||||
Other, net | 223 | 642 | 1,452 | (1,704) | |||||
Total other income (expense), net | (10,286) | (11,674) | (9,506) | (26,223) | |||||
Income (loss) from continuing operations before income taxes | 61,561 | (29,166) | 121,110 | 38,831 | |||||
Income tax expense | (21,013) | (18,185) | (42,111) | (44,027) | |||||
Income (loss) from continuing operations | 40,548 | (47,351) | 78,999 | (5,196) | |||||
Income (loss) from discontinued operations, net of tax | 0 | 1,735 | 0 | (4,821) | |||||
Net income (loss) | 40,548 | (45,616) | 78,999 | (10,017) | |||||
Foreign currency translation adjustment | [2] | (1,680) | [3],[4] | 473 | [5] | (2,229) | [6],[7] | 3,327 | [8] |
Comprehensive income (loss) | 38,868 | (45,143) | 76,770 | (6,690) | |||||
Income (loss) from continuing operations attributable to common shares (Note 11): | |||||||||
Basic | 38,615 | (47,472) | 75,665 | (5,465) | |||||
Diluted | $ 38,626 | $ (47,472) | $ 75,681 | $ (5,465) | |||||
Basic earnings (loss) per common share (Note 11): | |||||||||
Continuing operations (in usd per share) | $ 2.39 | $ (2.66) | $ 4.69 | $ (0.30) | |||||
Discontinued operations (in usd per share) | 0 | 0.10 | 0 | (0.27) | |||||
Basic earnings (loss) per common share (in usd per share) | 2.39 | (2.56) | 4.69 | (0.57) | |||||
Diluted earnings (loss) per common share (Note 11): | |||||||||
Continuing operations (in usd per share) | 2.38 | (2.66) | 4.67 | (0.30) | |||||
Discontinued operations (in usd per share) | 0 | 0.10 | 0 | (0.27) | |||||
Diluted earnings (loss) per common share (in usd per share) | $ 2.38 | $ (2.56) | $ 4.67 | $ (0.57) | |||||
Weighted average common shares used in basic and diluted per share calculations (Note 11): | |||||||||
Weighted average common shares - basic (in shares) | 16,149 | 17,848 | 16,122 | 18,057 | |||||
Weighted average common shares - diluted (in shares) | [9] | 16,244 | 17,848 | 16,216 | 18,057 | ||||
Dividends paid per common share (in usd per share) | $ 0.60 | $ 0.30 | $ 0.90 | $ 0.60 | |||||
[1] | “Direct operating” excludes depreciation and other of $24.9 million and $51.1 million for the three and six months ended June 30, 2016, respectively, and $29.6 million and $58.0 million for the three and six months ended June 30, 2015, respectively. | ||||||||
[2] | Foreign currency translation adjustment had no tax effect for the three and six months ended June 30, 2016 and 2015, respectively. | ||||||||
[3] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016. | ||||||||
[4] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016. | ||||||||
[5] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2015. | ||||||||
[6] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016. | ||||||||
[7] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016. | ||||||||
[8] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2015. | ||||||||
[9] | Participating securities were included in the calculation of diluted earnings per share using the two-class method, as this calculation was more dilutive than the calculation using the treasury stock method. |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Income (Footnote) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Depreciation and other excluded from direct operating expenses | $ 24,900,000 | $ 29,600,000 | $ 51,100,000 | $ 58,000,000 |
Foreign currency translation adjustment, tax effect | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | ||
BALANCE (in shares) at Dec. 31, 2015 | 16,607,516 | 16,607,516 | |||||
BALANCE at Dec. 31, 2015 | $ (22,074,000) | $ 485,163,000 | $ (1,151,063,000) | $ 643,452,000 | $ 374,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments related to tax withholding for share-based compensation (in shares) | (48,483) | ||||||
Adjustments related to tax withholding for share-based compensation | (1,472,000) | $ (1,472,000) | |||||
Share-based payments expense (in shares) | 650,551 | ||||||
Share-based payments expense | 9,678,000 | $ 7,876,000 | 1,802,000 | ||||
Tax benefit (deficiency) on share-based compensation expense | (1,688,000) | $ (1,688,000) | |||||
Net income (loss) | 78,999,000 | 78,999,000 | |||||
Dividends | (15,313,000) | (15,313,000) | |||||
Foreign currency translation adjustment | [1] | $ (2,229,000) | [2],[3] | (2,229,000) | |||
BALANCE (in shares) at Jun. 30, 2016 | 17,209,584 | 17,209,584 | |||||
BALANCE at Jun. 30, 2016 | $ 45,901,000 | $ 489,879,000 | (1,149,261,000) | 707,138,000 | (1,855,000) | ||
Statement of Stockholders' Equity (Footnote) [Abstract] | |||||||
Foreign currency translation adjustment, tax effect | 0 | ||||||
BALANCE (in shares) at Mar. 31, 2016 | 17,228,741 | ||||||
BALANCE at Mar. 31, 2016 | 2,200,000 | $ 485,171,000 | (1,149,261,000) | 666,465,000 | (175,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments related to tax withholding for share-based compensation (in shares) | (1,174) | ||||||
Adjustments related to tax withholding for share-based compensation | (47,000) | $ (47,000) | |||||
Share-based payments expense (in shares) | (17,983) | ||||||
Share-based payments expense | 4,360,000 | $ 4,360,000 | 0 | ||||
Tax benefit (deficiency) on share-based compensation expense | 395,000 | $ 395,000 | |||||
Net income (loss) | 40,548,000 | 40,548,000 | |||||
Dividends | 125,000 | 125,000 | |||||
Foreign currency translation adjustment | [4] | $ (1,680,000) | [3],[5] | (1,680,000) | |||
BALANCE (in shares) at Jun. 30, 2016 | 17,209,584 | 17,209,584 | |||||
BALANCE at Jun. 30, 2016 | $ 45,901,000 | $ 489,879,000 | $ (1,149,261,000) | $ 707,138,000 | $ (1,855,000) | ||
Statement of Stockholders' Equity (Footnote) [Abstract] | |||||||
Foreign currency translation adjustment, tax effect | $ 0 | ||||||
[1] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016. | ||||||
[2] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016. | ||||||
[3] | Foreign currency translation adjustment had no tax effect for the three and six months ended June 30, 2016 and 2015, respectively. | ||||||
[4] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016. | ||||||
[5] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016. |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Operating Activities: | ||||||
Net income (loss) | $ 40,548 | $ (45,616) | $ 78,999 | $ (10,017) | ||
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
Depreciation and other | 33,988 | 45,174 | 70,106 | 93,718 | ||
Amortization of intangible assets | 3,790 | 3,309 | 7,580 | 6,662 | ||
Share-based payments expense | 5,174 | 3,289 | 9,504 | 7,192 | ||
Windfall excess tax benefits related to share-based payments | 0 | (160) | 0 | (686) | ||
Deferred income taxes | (10,736) | (1,392) | (18,558) | (3,939) | ||
Restructuring, impairment and related costs | [1] | 0 | 0 | 361 | 1,680 | |
Loss from equity method investments, net | 208 | 133 | 415 | 265 | ||
Amortization of deferred financing fees and debt discount | 613 | 692 | 1,251 | 1,385 | ||
Gain from early extinguishment of debt | (418) | 0 | (11,446) | 0 | ||
Goodwill impairment | 0 | 85,890 | 0 | 85,890 | ||
Other | (244) | 383 | (280) | (816) | ||
Cash flows from changes in operating assets and liabilities: | ||||||
Accounts receivable, net | 6,322 | 3,254 | 13,185 | 15,077 | ||
Content library | 7,723 | 24,703 | 40,849 | 34,659 | ||
Prepaid expenses and other current assets | (759) | (18,976) | 5,263 | (22,082) | ||
Other assets | 170 | 154 | 333 | 322 | ||
Accounts payable | (17,055) | (20,617) | (52,460) | (17,697) | ||
Accrued payable to retailers | 10,248 | 6,931 | (14,398) | (11,510) | ||
Other accrued liabilities | (4,552) | (12,008) | 11,521 | 1,112 | ||
Net cash flows from (used in) operating activities | [2] | 75,020 | 75,143 | 142,225 | 181,215 | [3] |
Investing Activities: | ||||||
Purchases of property and equipment | (14,921) | (19,508) | (28,374) | (40,217) | ||
Proceeds from sale of property and equipment | 18 | 2,817 | 92 | 2,940 | ||
Net cash flows from (used in) investing activities | [2] | (14,903) | (16,691) | (28,282) | (37,277) | [3] |
Financing Activities: | ||||||
Proceeds from new borrowing on Credit Facility | 91,000 | 77,000 | 176,000 | 112,000 | ||
Principal payments on Credit Facility | (135,687) | (68,875) | (244,000) | (185,750) | ||
Repurchases of notes (Note 7) | (2,179) | 0 | (47,507) | 0 | ||
Repurchases of common stock | 0 | (22,023) | 0 | (62,731) | ||
Dividends paid | (10,084) | (5,417) | (15,122) | (11,019) | ||
Principal payments on capital lease obligations and other debt | (1,451) | (3,033) | (3,077) | (6,278) | ||
Windfall excess tax benefits related to share-based payments | 0 | 160 | 0 | 686 | ||
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | (47) | 1,887 | (1,472) | (1,201) | ||
Net cash flows from (used in) financing activities | [2] | (58,448) | (20,301) | (135,178) | (154,293) | [3] |
Effect of exchange rate changes on cash | (1,471) | 1,623 | (2,266) | 5,367 | ||
Change in cash and cash equivalents | 198 | 39,774 | (23,501) | (4,988) | ||
Cash and cash equivalents: | ||||||
Beginning of period | 198,850 | 197,934 | 222,549 | 242,696 | ||
End of period | 199,048 | 237,708 | 199,048 | 237,708 | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid during the period for interest | 8,620 | 10,933 | 20,670 | 22,846 | ||
Cash paid during the period for income taxes, net | 38,890 | 53,905 | 40,951 | 66,896 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Purchases of property and equipment financed by capital lease obligations | 1,146 | 257 | 2,902 | 977 | ||
Purchases of property and equipment included in ending accounts payable | 654 | 4,436 | 654 | 4,436 | ||
Additional cash flow information | ||||||
Restructuring, impairment and related costs | [1] | 0 | 0 | 361 | 1,680 | |
Impairment of lease related assets | $ 0 | $ 0 | $ 0 | 6,940 | ||
Benefit from lease termination | $ 5,200 | |||||
[1] | The non-cash restructuring, impairment and related costs in the six months ended June 30, 2015 of $1.7 million is composed of $6.9 million in impairments of lease related assets partially offset by a $5.2 million benefit resulting from the lease termination. | |||||
[2] | During the first quarter of 2015 we discontinued our Redbox operations in Canada. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in the 2015 periods presented. See Note 10: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. | |||||
[3] | During the first quarter of 2015 we discontinued our Redbox operations in Canada. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented. See Note 10: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Note 1: Basis of Presentation and Principles of Consolidation The unaudited consolidated financial information included herein has been prepared by Outerwall Inc., pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated financial statements of Outerwall Inc. included herein reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of management, are necessary to present fairly our consolidated financial position, results of operations, and cash flows for the periods presented. The financial information as of December 31, 2015, is derived from our 2015 Annual Report on Form 10-K. The consolidated financial statements included within this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2015 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying consolidated financial statements include the accounts of Outerwall Inc. and our wholly owned subsidiaries. Investments in companies of which we may have significant influence, but not a controlling interest, are accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation. Accounting Pronouncements Adopted During the Current Year In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) . This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, instead of as a deferred charge. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Subtopic 835-30) . This ASU provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted this guidance on January 1, 2016, which resulted in the reclassification of $3.8 million of unamortized discount and deferred financing fees as of December 31, 2015, from other non-current assets to long-term debt in our Consolidated Balance Sheets . Other than this reclassification, our adoption of ASU 2015-03 and ASU 2015-15 did not have a material impact to our consolidated financial statements and related disclosures. See Note 7: Debt and Other Long-Term Liabilities for more information. In April 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. We adopted this ASU on January 1, 2016. Our adoption of this ASU did not have a material impact on our consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) : Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . This ASU describes how an entity’s management should assess whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management should consider both quantitative and qualitative factors in making its assessment. If after considering management’s plans, substantial doubt about an entity’s going concern is alleviated, an entity shall disclose information in the footnotes that enables the users of the financial statements to understand the events that raised the going concern and how management’s plan alleviated this concern. If after considering management’s plans, substantial doubt about an entity’s going concern is not alleviated, the entity shall disclose in the footnotes indicating that a substantial doubt about the entity’s going concern exists within one year of the date of the issued financial statements. Additionally, the entity shall disclose the events that led to this going concern and management’s plans to mitigate them. We adopted this ASU on January 1, 2016. Our adoption of this ASU did not have a material impact on our consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements, from those disclosed in our 2015 Annual Report on Form 10-K, except for the following: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . The amendments in this ASU do not change the core revenue recognition principles, but provide guidance on certain narrow areas and add practical expedients. Early adoption is permitted to the original effective date of annual reporting periods beginning after December 15, 2016 for ASU 2014-09 and the related amendments and may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We are currently in the process of evaluating the impact of ASU 2014-09 and the related amendments. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) . This ASU changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. We are currently evaluating the impact of adopting this ASU and expect this standard to not have a significant impact on our consolidated financial statements and related disclosures, which is effective for us in our fiscal year beginning January 1, 2017. Early adoption is permitted. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The ASU requires lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. We are currently evaluating the impact of adopting this ASU and expect this standard to have a significant impact on our consolidated financial statements and related disclosures, which is effective for us in our fiscal year beginning January 1, 2019. Early adoption is permitted. |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization And Business [Abstract] | |
Organization and Business | Note 2: Organization and Business Description of Business We are a leading provider of automated retail solutions offering convenient products and services that benefit consumers and drive incremental retail traffic and revenue for retailers. Our core offerings in automated retail include our Redbox, Coinstar and ecoATM segments. Our Redbox segment consists of self-service kiosks where consumers can rent or purchase movies and video games. Our Coinstar segment consists of self-service coin-counting kiosks where consumers can convert their coins to cash or stored value products. We also offer self-service kiosks that exchange gift cards for cash under our Coinstar™ Exchange brand. Our ecoATM segment consists of self-service kiosks and an online solution where consumers can sell electronic devices for cash and generates revenue through the sale of devices collected to third party resellers, through online marketplaces and through the Gazelle direct-to-consumer storefront. In addition to our three reportable segments, we may also conduct business activities through other self-service concepts, where we identify, evaluate, build or acquire and develop new self-service retail concepts and regularly assess these concepts to determine whether continued funding or other alternatives are appropriate. Our kiosks are located primarily in supermarkets, drug stores, mass merchants, convenience stores, financial institutions, malls and restaurants. Our kiosk and location counts as of June 30, 2016 , are as follows: Kiosks Locations Redbox 39,970 32,710 Coinstar 20,810 19,560 ecoATM 2,460 2,230 Total 63,240 54,500 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 3: Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Our cash and cash equivalents were $199.0 million and $222.5 million at June 30, 2016 , and December 31, 2015 , respectively. Of this total, cash equivalents were $5.1 million and $2.7 million , respectively, and consisted of money market demand accounts and investment grade fixed income securities such as money market funds, certificate of deposits, and commercial paper. Our cash balances with financial institutions may exceed the deposit insurance limits. Included in our cash and cash equivalents at June 30, 2016 , and December 31, 2015 , were $74.7 million and $83.3 million , respectively that we identified for settling our accrued payables to our retailer partners in relation to our Coinstar kiosks. Separately included in our cash and cash equivalents at June 30, 2016 , and December 31, 2015 , were $41.7 million and $46.2 million , respectively in cash and cash equivalents held in financial institutions domestically and $7.7 million and $9.0 million , respectively in cash and cash equivalents held in foreign financial institutions. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets and Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Prepaid Expenses and Other Current Assets and Other Accrued Liabilities | Note 4: Prepaid Expenses and Other Current Assets and Other Accrued Liabilities Prepaid expenses and other current assets: Dollars in thousands June 30, December 31, Spare parts $ 11,616 $ 9,780 Licenses 5,744 6,394 Electronic devices inventory 10,427 7,846 Income taxes receivable 1,953 9,517 Prepaid rent 1,365 1,043 DVD cases and labels 1,648 1,371 Other 14,369 15,417 Total prepaid and other current assets $ 47,122 $ 51,368 Other accrued liabilities consist of the following: Dollars in thousands June 30, December 31, Payroll related expenses $ 34,779 $ 40,676 Studio revenue share and other content related expenses 36,052 28,964 Business taxes 15,591 16,080 Insurance 13,549 13,594 Deferred revenue 12,498 11,201 Income taxes payable 13,372 16 Accrued interest expense 6,192 6,913 Accrued early lease termination and sublease expenses 3,859 4,991 Service contract provider expenses 5,288 4,070 Deferred rent expense 2,044 1,728 Other 12,123 13,204 Total other accrued liabilities $ 155,347 $ 141,437 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5: Property and Equipment Dollars in thousands June 30, December 31, Kiosks and components $ 1,162,872 $ 1,163,210 Computers, servers, and software 195,809 193,507 Leasehold improvements 22,497 22,663 Office furniture and equipment 7,248 7,047 Vehicles 4,585 5,118 Property and equipment, at cost 1,393,011 1,391,545 Accumulated depreciation and amortization (1,122,597 ) (1,075,532 ) Property and equipment, net $ 270,414 $ 316,013 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 6: Goodwill and Other Intangible Assets Goodwill The carrying amount of goodwill was as follow: Dollars in thousands June 30, December 31, Goodwill $ 473,417 $ 473,417 During the second quarter of 2015, we recognized a goodwill impairment charge of $85.9 million related to ecoATM. The goodwill was originally recognized as part of our acquisition of ecoATM in 2013. During the three months ended June 30, 2015, it became evident that revenue and profitability trends in our ecoATM reporting unit were not being achieved as expected. As a result, we revised our internal expectations for future revenue growth and profitability lower than our previous estimates. The expected future cash flows of our ecoATM reporting unit include key assumptions with inherent uncertainty which may change in future periods and may have a negative effect on the fair value resulting in potential future impairments, the most significant of which is our estimate of future cash flows predicated on estimated growth in kiosks, revenue and profitability measures. Additionally, fair value may be negatively impacted by changes in our strategy related to the ecoATM reporting unit and factors outside of our control such as increased competition from companies whose primary business consists of the purchase of used electronics and with companies in other businesses who also have buyback programs. To evaluate whether it is more likely than not that the fair value of each of our reporting units are less than their respective carrying amounts as of June 30, 2016, we considered all relevant events and circumstances including, but not limited to, the performance of our reporting units compared to the estimates used in our most recent quantitative analysis, changes in our average market capitalization, and the excess of fair value for each of our reporting units over the carrying amounts of each of our reporting units as indicated by the first step of the goodwill impairment test completed in the fourth quarter of 2015. There have not been any events or changes in circumstances that we believe would more likely than not reduce the fair value of any of our reporting units below their carrying amounts. On March 14, 2016, we announced that our Board of Directors has initiated a process to explore strategic and financial alternatives to maximize shareholder value. As a result of the exploration of strategic and financial alternatives, on July 24, 2016, the company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with affiliates of certain funds (the “Apollo Funds”) managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”), a leading global alternative investment manager, pursuant to which the Apollo Funds will acquire all of the outstanding shares of Outerwall common stock for $52.00 per share in cash. The transaction will be completed through an all-cash tender offer. See Note 17: Subsequent Events for additional information. Through this process we did not obtain any additional information regarding the fair value of our reporting units that would indicate the fair value of any of our reporting units were individually below their carrying amounts. Other Intangible Assets The gross amount of our other intangible assets and the related accumulated amortization were as follows: Dollars in thousands Amortization June 30, December 31, Retailer relationships 5 - 10 years $ 53,295 $ 53,295 Accumulated amortization (29,217 ) (27,212 ) Retailer relationships, net 24,078 26,083 Developed technology 3 - 5 years 36,000 36,000 Accumulated amortization (20,277 ) (16,544 ) Developed technology, net 15,723 19,456 Trade names 5 - 10 years 20,000 20,000 Accumulated amortization (4,433 ) (3,133 ) Trade names, net 15,567 16,867 Other 1 - 40 years 10,800 10,800 Accumulated amortization (6,651 ) (6,109 ) Other, net 4,149 4,691 Total intangible assets, net $ 59,517 $ 67,097 Amortization expense was as follows: Three Months Ended Six Months Ended June 30, June 30, Dollars in thousands 2016 2015 2016 2015 Retailer relationships $ 1,002 $ 1,003 $ 2,005 $ 2,006 Developed technology 1,867 1,700 3,733 3,400 Trade names 650 300 1,300 600 Other 271 306 542 656 Total amortization of intangible assets 3,790 3,309 7,580 6,662 Less: amortization included in discontinued operations — — — (44 ) Total amortization of intangible assets from continuing operations $ 3,790 $ 3,309 $ 7,580 $ 6,618 Assuming no future impairment, the expected future amortization as of June 30, 2016 , is as follows: Dollars in thousands Total Remainder of 2016 $ 7,580 2017 15,160 2018 11,598 2019 6,213 2020 5,819 Thereafter 13,147 Total expected amortization $ 59,517 |
Debt and Other Long-Term Liabil
Debt and Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Debt and Other Long-Term Liabilities | Note 7: Debt and Other Long-Term Liabilities Debt Other Liabilities Total Senior Notes Credit Facility Total Debt Capital Lease Obligations Asset Retirement Obligations Other Long-term Liabilities Dollars in thousands Senior Unsecured Notes due 2019 Senior Unsecured Notes due 2021 Term Loans Revolving Line of Credit As of June 30, 2016: Principal $ 320,614 $ 228,598 $ 129,375 $ 80,000 $ 758,587 Unamortized discount and deferred financing fees (1) (2,922 ) (3,234 ) (224 ) (1,968 ) (8,348 ) Total 317,692 225,364 129,151 78,032 750,239 $ 5,531 $ 9,438 $ 19,780 $ 784,988 Less: current portion — — (15,000 ) — (15,000 ) (3,418 ) — — (18,418 ) Total long-term portion $ 317,692 $ 225,364 $ 114,151 $ 78,032 $ 735,239 $ 2,113 $ 9,438 $ 19,780 $ 766,570 Debt Other Liabilities Total Senior Notes Credit Facility Total Debt Capital Lease Obligations Asset Retirement Obligations Other Long-term Liabilities Dollars in thousands Senior Unsecured Notes due 2019 Senior Unsecured Notes due 2021 Term Loans Revolving Line of Credit As of December 31, 2015: Principal $ 350,000 $ 258,908 $ 136,875 $ 140,500 $ 886,283 Unamortized discount and deferred financing fees (1) (3,770 ) (4,083 ) (260 ) (2,300 ) (10,413 ) Total 346,230 254,825 136,615 138,200 875,870 $ 5,889 $ 9,412 $ 19,477 $ 910,648 Less: current portion — — (13,125 ) — (13,125 ) (4,006 ) — — (17,131 ) Total long-term portion $ 346,230 $ 254,825 $ 123,490 $ 138,200 $ 862,745 $ 1,883 $ 9,412 $ 19,477 $ 893,517 (1) As described in Note 1: Basis of Presentation and Principles of Consolidation , we adopted ASU 2015-03 and 2015-15 in the first quarter of 2016 and have applied the guidance to our Senior Notes and Credit Facility. Under this guidance, we are now presenting unamortized deferred financing fees as a direct deduction from the associated debt liability. Historically, unamortized deferred financing fees were included in other non-current assets. This adoption resulted in the reclassification of $3.8 million of unamortized deferred financing fees as of December 31, 2015, from other non-current assets to long-term debt in our Consolidated Balance Sheets. Deferred financing fees are amortized on a straight line basis over the life of the related loan. Interest Expense Dollars in thousands Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Cash interest expense $ 10,141 $ 11,499 $ 20,795 $ 22,894 Amortization of debt discount and deferred financing fees 613 692 1,251 1,385 Total cash and non-cash interest expense 10,754 12,191 22,046 24,279 Gain from early extinguishment of debt (418 ) — (11,446 ) — Total interest expense $ 10,336 $ 12,191 $ 10,600 $ 24,279 2019 Notes On March 12, 2013 , we entered into an indenture pursuant to which we issued $350.0 million principal amount of 6.000% Senior Notes due 2019 (the “2019 Notes”) at par for proceeds, net of expenses, of $343.8 million . Each of our direct and indirect U.S. subsidiaries guarantees the 2019 Notes. During the second quarter of 2016, no notes were repurchased. During the six months ended June 30, 2016 , we repurchased 29,386 notes, or $29.4 million in face value of notes, for $23.4 million in cash. The gain from early extinguishment of these notes was approximately $5.6 million and is included in interest expense, net on our Consolidated Statements of Comprehensive Income. As of June 30, 2016 , we were in compliance with the covenants of the related indenture. 2021 Notes On June 9, 2014, we entered into an indenture pursuant to which we issued $300.0 million principal amount of 5.875% Senior Notes due 2021 (the “2021 Notes”) at par for proceeds, net of expenses, of $294.0 million . Each of our direct and indirect U.S. subsidiaries guarantees the 2021 Notes. During the second quarter of 2016, we repurchased 2,635 notes, or $2.6 million in face value of notes, for $2.2 million in cash. The gain from early extinguishment of these notes was approximately $0.4 million and is included in interest expense, net on our Consolidated Statements of Comprehensive Income. During the six months ended June 30, 2016 , we repurchased 30,310 notes, or $30.3 million in face value of notes, for $24.1 million in cash. The gain from early extinguishment of these notes was approximately $5.8 million and is included in interest expense, net on our Consolidated Statements of Comprehensive Income. As of June 30, 2016 , we were in compliance with the covenants of the related indenture. Revolving Line of Credit and Term Loan Our senior secured credit facility (the “Credit Facility”) consists of (a) a $150.0 million amortizing term loan (the “Term Loan”) and (b) a $600.0 million revolving line of credit (the “Revolving Line”), which includes (i) a $75.0 million sublimit for the issuance of letters of credit, (ii) a $50.0 million sublimit for swing line loans and (iii) a $75.0 million sublimit for loans in certain foreign currencies available to us and certain wholly owned Company foreign subsidiaries (the “Foreign Borrowers”). We may, subject to applicable conditions and subject to obtaining commitments from lenders, request an increase in the Revolving Line of up to $200.0 million in aggregate (the “Accordion”). As of June 30, 2016 , the interest rate on amounts outstanding under the Credit Facility was 2.20% and we were in compliance with the covenants of the Credit Facility. Required principal amortization payments under the Term Loan are as follows: Dollars in thousands Repayment Amount Remainder of 2016 $ 7,500 2017 15,000 2018 20,625 2019 86,250 Total $ 129,375 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Share-Based Payments | Note 8: Share-Based Payments We currently grant share-based awards to our executives, non-employee directors and employees under our 2011 Incentive Plan (the “Plan”). The Plan permits the granting of stock options, restricted stock, restricted stock units, and performance-based restricted stock. Certain information regarding our share-based payments is as follows: Three Months Ended Six Months Ended June 30, June 30, Dollars in thousands 2016 2015 2016 2015 Share-based payments expense: Share-based compensation - stock options $ 33 $ 40 $ 80 $ 181 Share-based compensation - restricted stock 4,452 2,039 7,982 4,598 Share-based payments for content arrangements 813 1,241 1,628 2,482 Total share-based payments expense $ 5,298 $ 3,320 $ 9,690 $ 7,261 Tax benefit on share-based payments expense $ 2,066 $ 1,289 $ 3,774 $ 2,807 June 30, 2016 Dollars in thousands Unrecognized Share-Based Payments Expense Weighted-Average Remaining Life Unrecognized share-based payments expense: Share-based compensation - stock options $ 83 0.7 years Share-based compensation - restricted stock 18,349 2.4 years Share-based payments for content arrangements 1,264 0.4 years Total unrecognized share-based payments expense $ 19,696 Share-Based Compensation Stock options No stock options were granted in 2016. Restricted stock and performance based restricted stock awards Restricted stock awards are granted to eligible executives, non-employee directors and employees. Awards granted to employees and executives in 2016 vest annually in installments over three years ( 25% of the award vests one year from the grant date, 25% of the award vests two years from the grant date, and the remaining 50% of the award vests three years from the grant date). Non-employee director awards vest one year after the grant date. The fair value of non-performance-based awards is based on the market price on the grant date. Performance-based restricted stock awards are granted to executives only, with established performance criteria approved by the Compensation Committee of the Board of Directors. Awards of performance-based restricted stock made in 2016, once earned, vest annually in equal installments over three years from the date of grant. The restricted shares require no payment from the grantee. The fair value of performance-based awards is based on achieving specific performance conditions and is recognized over the vesting period. We estimate forfeitures for restricted stock awards and recognize share-based compensation expense for only those awards expected to vest. The following table presents a summary of restricted stock award activity for 2016 : Shares in thousands Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested, December 31, 2015 556 $ 65.86 Granted 746 26.86 Vested (155 ) 64.45 Forfeited (148 ) 50.73 Non-vested, June 30, 2016 999 39.21 Share-Based Payments for Content Arrangements We have granted restricted stock as part of content license agreements with certain movie studios. The expense related to these agreements is included within direct operating expenses in our Consolidated Statements of Comprehensive Income and is adjusted based on the number of unvested shares and market price of our common stock each reporting period. During the first quarter of 2016, 50,000 shares of restricted stock were granted and immediately vested pursuant to a revenue sharing agreement with Paramount. Rights to Receive Cash As a part of the acquisition of ecoATM, we issued replacement awards for unvested restricted stock and options in ecoATM with rights to receive cash equal to the per share merger consideration for restricted stock and net of the exercise price for options. The replacement awards vest in accordance with the terms of the original replaced award. The replacement awards are considered liability classified as they represent rights to receive cash. Expense associated with the post-combination awards is recognized net of forfeitures, and cash payments are made in accordance with the awards' vesting schedule, generally on a monthly basis. We recognized $0.8 million in expense associated with the issuance of rights to receive cash for the six months ended June 30, 2016 . The expected future recognition of expense associated with the rights to receive cash as of June 30, 2016 is as follows: Dollars in thousands Expected Expense Remainder of 2016 $ 594 2017 146 Remaining total expected expense $ 740 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 9: Restructuring 2016 Restructuring During the first half of 2016, we recorded restructuring charges arising from implementing actions to further align costs with revenues in our continuing operations primarily through workforce reductions across the company. We do not expect significant future restructuring charges related to our first half 2016 restructuring activities. 2015 Restructuring During the first quarter of 2015, we recorded restructuring charges arising from the following activities: • Discontinuing our Redbox operations in Canada. The disposal was completed on March 31, 2015. See Note 10: Discontinued Operations for further information; • Reducing the size of our Redbox headquarters facility in Oakbrook Terrace, Illinois through early termination of operating leases for certain floors. We ceased using the office space on March 31, 2015 and the effective date of the early termination is July 31, 2016. Prior to exercising our early termination option, the leases had been scheduled to expire in July 2021; and • Implementing actions to further align costs with revenues in our continuing operations primarily through workforce reductions across the company and subleasing a floor of a corporate facility. The total amount incurred for restructuring and related costs from continuing operations is as follows: Three Months Ended Six Months Ended June 30, June 30, Dollars in thousands 2016 2015 2016 2015 Redbox Severance $ 14 $ — $ 2,125 $ 3,701 Lease termination and related costs (excluding related asset impairments) — — 297 4,567 Total Redbox restructuring costs 14 — 2,422 8,268 Coinstar Severance 3 — 408 492 Lease termination and related costs (excluding related asset impairments) — — 57 24 Total Coinstar restructuring costs 3 — 465 516 ecoATM Severance 384 — 782 127 Lease termination and related costs (excluding related asset impairments) — — 7 — Total ecoATM restructuring costs 384 — 789 127 Total restructuring costs in continuing operations 401 — 3,676 8,911 Impairment of lease related assets — — — 6,940 Total restructuring and related costs from continuing operations $ 401 $ — $ 3,676 $ 15,851 A reconciliation of the beginning and ending liability balance by expense type is as follows: Dollars in thousands Severance Expense Lease Termination Costs Beginning Balance - January 1, 2016 $ 1,385 $ 4,991 Costs charged to expense 3,315 361 Costs paid or otherwise settled (4,629 ) (1,493 ) Ending Balance - June 30, 2016 $ 71 $ 3,859 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 10: Discontinued Operations Summary Financial Information On January 23, 2015, we made the decision to shut down our Redbox Canada operations as the business was not meeting the company's performance expectations. This represents a strategic shift which has a major effect on our operations as it represents a significant geographical area for our Redbox segment and the losses generated were significant to our total operations. On March 31, 2015, we completed the disposal of the Redbox Canada operations. As a result, we updated certain estimates used in the preparation of the financial statements and the remaining value of the content library and certain capitalized property and equipment consisting primarily of installation costs were amortized over the wind-down period ending March 31, 2015. We have reclassified the results of Redbox Canada to discontinued operations for all periods presented in our Consolidated Statements of Comprehensive Income . The following table sets forth the components of discontinued operations included in our Consolidated Statements of Comprehensive Income: Three Months Ended Six Months Ended Dollars in thousands June 30, 2015 June 30, 2015 Major classes of line items constituting pretax loss of discontinued operations: Revenue $ — $ 1,557 Direct operating 35 4,304 Marketing (17 ) 112 General and administrative 35 154 Restructuring and related costs — 522 Depreciation and other — 5,858 Amortization of intangible assets — 44 Other expense, net 166 (4,329 ) Pretax gain (loss) of discontinued operations related to major classes of pretax loss 113 (13,766 ) Income tax benefit (1) 1,622 8,945 Net income (loss) on discontinued operations $ 1,735 $ (4,821 ) (1) The income tax benefit for the three months and six months ended June 30, 2015 includes a benefit on the rate differential between the U.S. and Canada. Significant operating and investing cash flows of Redbox Canada were as follows: Three Months Ended Six Months Ended Dollars in thousands June 30, 2015 June 30, 2015 Net income (loss) on discontinued operations $ 1,735 $ (4,821 ) Adjustments to reconcile net gain (loss) to net cash flows from operating activities: Depreciation and amortization — 5,902 Content library 148 3,212 Prepaid and other current assets 690 1,234 Accounts payable (1,095 ) (2,716 ) Accrued payables to retailers — (155 ) Other accrued liabilities (585 ) (617 ) Net cash flows from operating activities $ 893 $ 2,039 Investing activities: Purchase of property, plant and equipment — (278 ) Total cash flows used in investing activities $ — $ (278 ) |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11: Earnings Per Share The Two-Class Method is an earnings allocation formula that treats a participating security, as having rights to earnings that otherwise would have been available to common shareholders and assumes all earnings for the period are distributed. Our unvested restricted stock awards granted are participating securities as they entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. Basic and diluted weighted average shares were the same for the three and six month periods ended June 30, 2015, as the effects of potentially dilutive securities were antidilutive due to our net loss position. Our calculation of basic and diluted earnings per share is as follows: Three Months Ended Six Months Ended June 30, June 30, In thousands, except per share data 2016 2015 2016 2015 Numerator Income (loss) from continuing operations $ 40,548 $ (47,351 ) $ 78,999 $ (5,196 ) Income (loss) from discontinued operations, net of tax — 1,735 — (4,821 ) Net income (loss) $ 40,548 $ (45,616 ) $ 78,999 $ (10,017 ) Income from continuing operations $ 40,548 $ (47,351 ) $ 78,999 $ (5,196 ) Dividends and undistributed income allocated to participating shares (1,933 ) (121 ) (3,334 ) (269 ) Income from continuing operations to common shares - basic 38,615 (47,472 ) 75,665 (5,465 ) Effect of reallocating undistributed income from continuing operations to participating shares 11 — 16 — Income from continuing operations to common shares - diluted $ 38,626 $ (47,472 ) $ 75,681 $ (5,465 ) Denominator Weighted average common shares - basic 16,149 17,848 16,122 18,057 Dilutive effect of share-based payment awards 95 — 94 — Weighted average common shares - diluted (1) 16,244 17,848 16,216 18,057 Basic earnings (loss) per common share: Continuing operations $ 2.39 $ (2.66 ) $ 4.69 $ (0.30 ) Discontinued operations — 0.10 — (0.27 ) Basic earnings (loss) per common share $ 2.39 $ (2.56 ) $ 4.69 $ (0.57 ) Diluted earnings (loss) per common share: Continuing operations $ 2.38 $ (2.66 ) $ 4.67 $ (0.30 ) Discontinued operations — 0.10 — (0.27 ) Diluted earnings (loss) per common share $ 2.38 $ (2.56 ) $ 4.67 $ (0.57 ) Stock options and share-based awards not included in diluted EPS calculation because their effect would have be antidilutive 248 14 121 16 (1) Participating securities were included in the calculation of diluted earnings per share using the two-class method, as this calculation was more dilutive than the calculation using the treasury stock method. |
Business Segments and Enterpris
Business Segments and Enterprise-Wide Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Business Segments and Enterprise-Wide Information | Note 12: Business Segments and Enterprise-Wide Information Management, including our chief operating decision maker, who is our CEO, evaluates the performances of our business segments primarily on segment revenue and segment operating income (loss) before depreciation, amortization and other, and share-based compensation granted to executives, non-employee directors and employees (“segment operating income (loss)”). Segment operating income (loss) contains internally allocated costs of our shared service support functions, including but not limited to, corporate executive management, business development, sales, finance, legal, human resources, information technology and risk management. We also review depreciation and amortization allocated to each segment. Share-based payments expense related to share-based compensation granted to executives, non-employee directors and employees and expense related to the rights to receive cash issued in connection with our acquisition of ecoATM are not allocated to our segments and are included in the Corporate Unallocated column in the analysis and reconciliation below; however, share-based payments expense related to our content arrangements with certain movie studios has been allocated to our Redbox segment and is included within direct operating expenses. Our performance evaluation does not include segment assets. Comparability of Results We regularly assess the performance of our concepts to determine whether continued funding or other alternatives are appropriate and as a result, we discontinued operating SAMPLE it in the fourth quarter of 2015. As SAMPLE it did not represent a major component of our operations or financial results, the results of SAMPLE it did not qualify to be reported as a discontinued operation and remain in our All Other reporting category. On November 10, 2015, we acquired certain assets and liabilities of Gazelle, Inc. ("Gazelle"). Results of operations for Gazelle are included in ecoATM for the three and six months ended June 30, 2016. Our analysis and reconciliation of our segment information to the consolidated financial statements that follows covers our results of operations, which consists of our Redbox, Coinstar and ecoATM segments, Corporate Unallocated expenses and All Other. All Other includes the results of other self-service concepts, which we regularly assess to determine whether continued funding or other alternatives are appropriate. Dollars in thousands Three Months Ended June 30, 2016 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 389,059 $ 84,168 $ 44,800 $ — $ — $ 518,027 Expenses: Direct operating 271,731 42,095 37,291 83 381 351,581 Marketing 3,919 399 3,058 7 39 7,422 Research and development — — 1,194 — 123 1,317 General and administrative 31,325 8,494 3,573 2 4,287 47,681 Restructuring and related costs (Note 9) 14 3 384 — — 401 Segment operating income (loss) 82,070 33,177 (700 ) (92 ) (4,830 ) 109,625 Less: depreciation, amortization and other (21,806 ) (7,595 ) (8,398 ) 21 — (37,778 ) Operating income (loss) 60,264 25,582 (9,098 ) (71 ) (4,830 ) 71,847 Loss from equity method investments, net — — — — (208 ) (208 ) Interest expense, net — — — — (10,301 ) (10,301 ) Other, net — — — — 223 223 Income (loss) from continuing operations before income taxes $ 60,264 $ 25,582 $ (9,098 ) $ (71 ) $ (15,116 ) $ 61,561 Dollars in thousands Three Months Ended June 30, 2015 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 438,976 $ 80,279 $ 26,062 $ 52 $ — $ 545,369 Expenses: Direct operating 301,444 39,358 27,227 1,078 512 369,619 Marketing 4,266 1,232 2,149 258 142 8,047 Research and development — — 1,549 1 489 2,039 General and administrative 34,336 7,768 2,094 2,644 1,941 48,783 Goodwill impairment — — 85,890 — — 85,890 Segment operating income (loss) 98,930 31,921 (92,847 ) (3,929 ) (3,084 ) 30,991 Less: depreciation, amortization and other (33,063 ) (8,437 ) (6,305 ) (678 ) — (48,483 ) Operating income (loss) 65,867 23,484 (99,152 ) (4,607 ) (3,084 ) (17,492 ) Loss from equity method investments, net — — — — (133 ) (133 ) Interest expense, net — — — — (12,183 ) (12,183 ) Other, net — — — — 642 642 Income (loss) from continuing operations before income taxes $ 65,867 $ 23,484 $ (99,152 ) $ (4,607 ) $ (14,758 ) $ (29,166 ) Dollars in thousands Six Months Ended June 30, 2016 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 810,547 $ 156,547 $ 86,889 $ — $ — $ 1,053,983 Expenses: Direct operating 570,732 80,740 75,185 169 722 727,548 Marketing 7,743 1,174 7,638 12 77 16,644 Research and development — — 2,129 — 233 2,362 General and administrative 63,354 16,358 7,575 349 7,815 95,451 Restructuring and related costs (Note 9) 2,422 465 789 — — 3,676 Segment operating income (loss) 166,296 57,810 (6,427 ) (530 ) (8,847 ) 208,302 Less: depreciation, amortization and other (46,101 ) (15,004 ) (16,602 ) 21 — (77,686 ) Operating income (loss) 120,195 42,806 (23,029 ) (509 ) (8,847 ) 130,616 Loss from equity method investments, net — — — — (415 ) (415 ) Interest expense, net — — — — (10,543 ) (10,543 ) Other, net — — — — 1,452 1,452 Income (loss) from continuing operations before income taxes $ 120,195 $ 42,806 $ (23,029 ) $ (509 ) $ (18,353 ) $ 121,110 Dollars in thousands Six Months Ended June 30, 2015 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 958,509 $ 149,609 $ 45,811 $ 76 $ — $ 1,154,005 Expenses: Direct operating 644,379 76,621 50,033 2,269 1,501 774,803 Marketing 9,091 2,410 3,879 578 509 16,467 Research and development — — 3,005 (84 ) 1,202 4,123 General and administrative 68,071 15,563 4,062 5,151 4,492 97,339 Restructuring and related costs (Note 9) 15,174 550 127 — — 15,851 Goodwill impairment — — 85,890 — — 85,890 Segment operating income (loss) 221,794 54,465 (101,185 ) (7,838 ) (7,704 ) 159,532 Less: depreciation, amortization and other (64,670 ) (16,255 ) (12,207 ) (1,346 ) — (94,478 ) Operating income (loss) 157,124 38,210 (113,392 ) (9,184 ) (7,704 ) 65,054 Loss from equity method investments, net — — — — (265 ) (265 ) Interest expense, net — — — — (24,254 ) (24,254 ) Other, net — — — — (1,704 ) (1,704 ) Income (loss) from continuing operations before income taxes $ 157,124 $ 38,210 $ (113,392 ) $ (9,184 ) $ (33,927 ) $ 38,831 Significant Retailer Relationships Kiosks at the following retailers accounted for 10% or more of our consolidated revenue: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Wal-Mart Stores Inc. 16.7 % 16.4 % 16.4 % 16.4 % Walgreen Co. 12.4 % 13.5 % 13.1 % 14.0 % The Kroger Company 9.6 % 10.0 % 9.6 % 9.9 % |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 13: Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; or • Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Assets and Liabilities Measured and Reported at Fair Value on a Recurring Basis Money Market Demand Accounts and Investment Grade Fixed Income Securities The fair value for our money market demand accounts and investment grade fixed income securities falls under Level 1 of the fair value hierarchy based on quoted market prices. The fair value of these assets is included in cash and cash equivalents on our Consolidated Balance Sheets on a recurring basis. The following table presents the fair values of our money market demand accounts and investment grade fixed income securities as of the dates specified below: Level 1 Dollars in thousands June 30, 2016 December 31, 2015 Money market demand accounts and investment grade fixed income securities $ 5,056 $ 2,743 Assets and Liabilities Measured and Reported at Fair Value on a Nonrecurring Basis We recognize or disclose the fair value of certain assets such as non-financial assets, primarily long-lived assets, goodwill, intangible assets and certain other assets in connection with impairment evaluations. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. Fair Value of Other Financial Instruments The carrying value of our term loans approximates their fair value and falls under Level 2 of the fair value hierarchy. We estimated the fair value of our senior unsecured notes due 2019 and 2021 outstanding using quoted market prices by independent dealers. We have reported the carrying value, face value less the unamortized debt discount and deferred financing fees, of our senior unsecured notes, issued at par, in our Consolidated Balance Sheets. The following table presents the approximate fair values of the 2019 Notes and 2021 Notes as of the dates specified below: Level 2 Dollars in thousands June 30, 2016 December 31, 2015 2019 Notes $ 293,000 $ 312,000 2021 Notes $ 194,000 $ 213,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14: Commitments and Contingencies Content License Agreements We have entered into certain license agreements to obtain content for movie and video game rentals. Total estimated movie content commitments as of June 30, 2016 , is presented in the following table: Dollars in thousands Total Remaining in 2016 2017 2018 Total estimated movie content commitments $ 460,681 $ 226,902 $ 224,136 $ 9,643 Legal Matters In October 2009, an Illinois resident, Laurie Piechur, individually and on behalf of all others similarly situated, filed a putative class action complaint against our Redbox subsidiary in the Circuit Court for the Twentieth Judicial Circuit, St. Clair County, Illinois. The plaintiff alleged that, among other things, Redbox charges consumers illegal and excessive late fees in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act, and that Redbox's rental terms violate the Illinois Rental Purchase Agreement Act or the Illinois Automatic Contract Renewal Act and the plaintiff is seeking monetary damages and other relief. In November 2009, Redbox removed the case to the U.S. District Court for the Southern District of Illinois. In February 2010, the District Court remanded the case to the Circuit Court for the Twentieth Judicial Circuit, St. Clair County, Illinois. In May 2010, the court denied Redbox's motion to dismiss the plaintiff's complaint. In November 2011, the plaintiff moved for class certification, and Redbox moved for summary judgment. The court denied Redbox's motion for summary judgment in February 2012. The plaintiff filed an amended complaint on April 19, 2012, and an amended motion for class certification on June 5, 2012. The court denied Redbox's motion to dismiss the amended complaint. The amended class certification motion was briefed and argued. At the hearing on plaintiff's amended motion for class certification, the plaintiff dismissed all claims but two and is pursuing only her claims under the Illinois Rental Purchase Agreement Act and the Illinois Automatic Contract Renewal Act. On May 21, 2013, the court denied plaintiff's amended class action motion. On January 29, 2014, the Illinois Supreme Court denied plaintiff’s petition for leave to appeal the trial court’s denial of class certification. Redbox moved to dismiss all remaining claims on mootness grounds, and the Court granted Redbox’s motion on December 11, 2014. The plaintiffs appealed on January 7, 2015. Oral argument was held November 10, 2015. The Appellate Court affirmed the trial court’s rulings on January 11, 2016. Plaintiffs filed a petition for review with the Illinois Supreme Court on February 16, 2016, and Redbox filed an answer on March 8, 2016. The Illinois Supreme Court denied Plaintiffs petition on May 25, 2016. We continue to believe that the claims against us are without merit and intend to defend ourselves vigorously in this matter should plaintiff seek further appellate review. Currently, no accrual has been established as it was not possible to estimate the possible loss or range of loss because this matter had not advanced to a stage where we could make any such estimate. |
Guarantor Subsidiaries
Guarantor Subsidiaries | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Guarantor Subsidiaries | Note 15: Guarantor Subsidiaries Certain of our wholly owned subsidiaries have, jointly and severally, fully and unconditionally guaranteed the Senior Notes. Pursuant to SEC regulations, we have presented in columnar format the condensed consolidating financial information for Outerwall Inc., the guarantor subsidiaries on a combined basis, and all non-guarantor subsidiaries on a combined basis in the following tables: CONSOLIDATING BALANCE SHEETS (unaudited) As of June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 152,729 $ 17,455 $ 28,864 $ — $ 199,048 Accounts receivable, net of allowances 1,640 23,663 83 — 25,386 Content library — 147,815 — — 147,815 Prepaid expenses and other current assets 12,501 34,291 330 — 47,122 Intercompany receivables 15,212 636,566 1,207 (652,985 ) — Total current assets 182,082 859,790 30,484 (652,985 ) 419,371 Property and equipment, net 87,236 170,440 12,738 — 270,414 Deferred income taxes — — 2,456 — 2,456 Goodwill and other intangible assets, net 249,696 283,238 — — 532,934 Other long-term assets 377 1,001 111 — 1,489 Investment in related parties 974,379 28,373 — (1,002,752 ) — Total assets $ 1,493,770 $ 1,342,842 $ 45,789 $ (1,655,737 ) $ 1,226,664 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 8,857 $ 117,574 $ 223 $ — $ 126,654 Accrued payable to retailers 68,924 25,048 6,360 — 100,332 Other accrued liabilities 65,424 89,249 674 — 155,347 Current portion of long-term debt and other long-term liabilities 18,193 5 220 — 18,418 Intercompany payables 527,722 115,511 9,752 (652,985 ) — Total current liabilities 689,120 347,387 17,229 (652,985 ) 400,751 Long-term debt and other long-term liabilities 747,114 19,294 162 — 766,570 Deferred income taxes 11,634 1,784 24 — 13,442 Total liabilities 1,447,868 368,465 17,415 (652,985 ) 1,180,763 Commitments and contingencies Stockholders’ Equity: Preferred stock — — 3,000 (3,000 ) — Common stock 604,392 252,512 4,635 (371,660 ) 489,879 Treasury stock (1,149,261 ) — — — (1,149,261 ) Retained earnings 591,844 721,865 21,521 (628,092 ) 707,138 Accumulated other comprehensive income (loss) (1,073 ) — (782 ) — (1,855 ) Total stockholders’ equity 45,902 974,377 28,374 (1,002,752 ) 45,901 Total liabilities and stockholders’ equity $ 1,493,770 $ 1,342,842 $ 45,789 $ (1,655,737 ) $ 1,226,664 CONSOLIDATING BALANCE SHEETS (unaudited) As of December 31, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 160,167 $ 19,372 $ 43,010 $ — $ 222,549 Accounts receivable, net of allowances 3,983 33,269 1,212 — 38,464 Content library — 188,490 — — 188,490 Prepaid expenses and other current assets 17,720 33,049 599 — 51,368 Intercompany receivables 35,654 527,996 426 (564,076 ) — Total current assets 217,524 802,176 45,247 (564,076 ) 500,871 Property and equipment, net 97,659 204,081 14,273 — 316,013 Deferred income taxes — — 2,606 — 2,606 Goodwill and other intangible assets, net 249,703 290,811 — — 540,514 Other long-term assets 747 1,293 167 — 2,207 Investment in related parties 921,456 27,798 — (949,254 ) — Total assets $ 1,487,089 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,362,211 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 16,127 $ 167,694 $ 189 $ — $ 184,010 Accrued payable to retailers 71,947 30,157 12,994 — 115,098 Other accrued liabilities 57,025 82,401 2,011 — 141,437 Current portion of long-term debt and other long-term liabilities 16,832 — 299 — 17,131 Intercompany payables 459,789 85,487 18,800 (564,076 ) — Total current liabilities 621,720 365,739 34,293 (564,076 ) 457,676 Long-term debt and other long-term liabilities 873,476 19,882 159 — 893,517 Deferred income taxes 13,965 19,083 44 — 33,092 Total liabilities 1,509,161 404,704 34,496 (564,076 ) 1,384,285 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock — — 3,000 (3,000 ) — Common stock 599,675 252,727 4,636 (371,875 ) 485,163 Treasury stock (1,151,063 ) — — — (1,151,063 ) Retained earnings 530,140 668,728 18,963 (574,379 ) 643,452 Accumulated other comprehensive income (loss) (824 ) — 1,198 — 374 Total stockholders’ equity (deficit) (22,072 ) 921,455 27,797 (949,254 ) (22,074 ) Total liabilities and stockholders’ equity (deficit) $ 1,487,089 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,362,211 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 73,700 $ 433,859 $ 10,468 $ — $ 518,027 Expenses: Direct operating 37,633 309,105 4,843 — 351,581 Marketing 410 7,010 2 — 7,422 Research and development — 1,317 — — 1,317 General and administrative 11,949 35,529 203 — 47,681 Restructuring and related costs 3 398 — — 401 Depreciation and other 6,547 26,417 1,024 — 33,988 Amortization of intangible assets 4 3,786 — — 3,790 Total expenses 56,546 383,562 6,072 — 446,180 Operating income 17,154 50,297 4,396 — 71,847 Other income (expense), net: Loss from equity method investments, net (208 ) — — — (208 ) Interest income (expense), net (2,715 ) (7,539 ) (47 ) — (10,301 ) Other, net 3,229 122 (3,128 ) — 223 Total other income (expense), net 306 (7,417 ) (3,175 ) — (10,286 ) Income from continuing operations before income taxes 17,460 42,880 1,221 — 61,561 Income tax expense (6,850 ) (13,944 ) (219 ) — (21,013 ) Income from continuing operations 10,610 28,936 1,002 — 40,548 Equity in income of subsidiaries 29,938 1,002 — (30,940 ) — Net income (loss) 40,548 29,938 1,002 (30,940 ) 40,548 Foreign currency translation adjustment (1) (51 ) — (1,629 ) — (1,680 ) Comprehensive income (loss) $ 40,497 $ 29,938 $ (627 ) $ (30,940 ) $ 38,868 (1) Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended June 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 68,687 $ 465,039 $ 11,643 $ — $ 545,369 Expenses: Direct operating 35,397 328,952 5,270 — 369,619 Marketing 1,477 6,543 27 — 8,047 Research and development 1 2,038 — — 2,039 General and administrative 11,767 36,820 196 — 48,783 Restructuring and related costs — — — — — Depreciation and other 8,051 36,063 1,060 — 45,174 Amortization of intangible assets 4 3,305 — — 3,309 Goodwill impairment — 85,890 — — 85,890 Total expenses 56,697 499,611 6,553 — 562,861 Operating income 11,990 (34,572 ) 5,090 — (17,492 ) Other income (expense), net: Loss from equity method investments, net (133 ) — — — (133 ) Interest income (expense), net (12,485 ) 317 (15 ) — (12,183 ) Other, net 3,142 80 (2,580 ) — 642 Total other income (expense), net (9,476 ) 397 (2,595 ) — (11,674 ) Income (loss) from continuing operations before income taxes 2,514 (34,175 ) 2,495 — (29,166 ) Income tax benefit (expense) 5,981 (23,736 ) (430 ) — (18,185 ) Income (loss) from continuing operations 8,495 (57,911 ) 2,065 — (47,351 ) Income (loss) from discontinued operations, net of tax (856 ) 1,221 1,370 — 1,735 Equity in income of subsidiaries (53,255 ) 3,435 — 49,820 — Net income (loss) (45,616 ) (53,255 ) 3,435 49,820 (45,616 ) Foreign currency translation adjustment (1) 638 — (165 ) — 473 Comprehensive income (loss) $ (44,978 ) $ (53,255 ) $ 3,270 $ 49,820 $ (45,143 ) (1) Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2015 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Six Months Ended June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 135,946 $ 897,436 $ 20,601 $ — $ 1,053,983 Expenses: Direct operating 71,989 646,046 9,513 — 727,548 Marketing 1,209 15,433 2 — 16,644 Research and development — 2,362 — — 2,362 General and administrative 22,863 72,193 395 — 95,451 Restructuring and related costs 465 3,211 — — 3,676 Depreciation and other 12,961 55,130 2,015 — 70,106 Amortization of intangible assets 7 7,573 — — 7,580 Total expenses 109,494 801,948 11,925 — 923,367 Operating income 26,452 95,488 8,676 — 130,616 Other income (expense), net: Loss from equity method investments, net (415 ) — — — (415 ) Interest income (expense), net 5,232 (15,681 ) (94 ) — (10,543 ) Other, net 5,995 509 (5,052 ) — 1,452 Total other income (expense), net 10,812 (15,172 ) (5,146 ) — (9,506 ) Income from continuing operations before income taxes 37,264 80,316 3,530 — 121,110 Income tax expense (14,672 ) (26,630 ) (809 ) — (42,111 ) Income from continuing operations 22,592 53,686 2,721 — 78,999 Equity in income of subsidiaries 56,407 2,721 — (59,128 ) — Net income (loss) 78,999 56,407 2,721 (59,128 ) 78,999 Foreign currency translation adjustment (1) (249 ) — (1,980 ) — (2,229 ) Comprehensive income $ 78,750 $ 56,407 $ 741 $ (59,128 ) $ 76,770 (1) Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Six Months Ended June 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 127,497 $ 1,004,320 $ 22,188 $ — $ 1,154,005 Expenses: Direct operating 69,123 695,363 10,317 — 774,803 Marketing 2,991 13,449 27 — 16,467 Research and development (83 ) 4,206 — — 4,123 General and administrative 23,823 73,115 401 — 97,339 Restructuring and related costs 551 15,300 — — 15,851 Depreciation and other 12,700 73,046 2,114 — 87,860 Amortization of intangible assets 7 6,611 — — 6,618 Goodwill impairment — 85,890 — — 85,890 Total expenses 109,112 966,980 12,859 — 1,088,951 Operating income 18,385 37,340 9,329 — 65,054 Other income (expense), net: Loss from equity method investments, net (265 ) — — — (265 ) Interest income (expense), net (24,881 ) 692 (65 ) — (24,254 ) Other, net 5,578 64 (7,346 ) — (1,704 ) Total other income (expense), net (19,568 ) 756 (7,411 ) — (26,223 ) Income (loss) from continuing operations before income taxes (1,183 ) 38,096 1,918 — 38,831 Income tax benefit (expense) 5,433 (49,046 ) (414 ) — (44,027 ) Income (loss) from continuing operations 4,250 (10,950 ) 1,504 — (5,196 ) Income (loss) from discontinued operations, net of tax 668 (27,833 ) 22,344 — (4,821 ) Equity in income of subsidiaries (14,935 ) 23,848 — (8,913 ) — Net income (loss) (10,017 ) (14,935 ) 23,848 (8,913 ) (10,017 ) Foreign currency translation adjustment (1) 574 — 2,753 — 3,327 Comprehensive income (loss) $ (9,443 ) $ (14,935 ) $ 26,601 $ (8,913 ) $ (6,690 ) (1) Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2015 . CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income $ 78,999 $ 56,407 $ 2,721 $ (59,128 ) $ 78,999 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 12,961 55,130 2,015 — 70,106 Amortization of intangible assets 7 7,573 — — 7,580 Share-based payments expense 6,984 2,520 — — 9,504 Deferred income taxes (1,559 ) (17,300 ) 301 — (18,558 ) Restructuring, impairment and related costs 57 304 — — 361 Loss from equity method investment, net 415 — — — 415 Amortization of deferred financing fees and debt discount 1,251 — — — 1,251 Gain from early extinguishment of debt (11,446 ) — — — (11,446 ) Other (242 ) (38 ) — — (280 ) Equity in income of subsidiaries (56,407 ) (2,721 ) — 59,128 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net 2,343 9,605 1,237 — 13,185 Content library — 40,849 — — 40,849 Prepaid expenses and other current assets 5,229 (207 ) 241 — 5,263 Other assets — 291 42 — 333 Accounts payable (2,539 ) (49,970 ) 49 — (52,460 ) Accrued payable to retailers (3,022 ) (5,109 ) (6,267 ) — (14,398 ) Other accrued liabilities 6,872 5,993 (1,344 ) — 11,521 Net cash flows from (used in) operating activities 39,903 103,327 (1,005 ) — 142,225 Investing Activities: Purchases of property and equipment (16,424 ) (10,989 ) (961 ) — (28,374 ) Proceeds from sale of property and equipment — 92 — — 92 Investments in and advances to affiliates 104,336 (94,347 ) (9,989 ) — — Net cash flows from (used in) investing activities 87,912 (105,244 ) (10,950 ) — (28,282 ) Financing Activities: Proceeds from new borrowing on Credit Facility 176,000 — — — 176,000 Principal payments on Credit Facility (244,000 ) — — — (244,000 ) Repurchases of notes (47,507 ) — — — (47,507 ) Dividends paid (15,122 ) — — — (15,122 ) Principal payments on capital lease obligations and other debt (2,902 ) — (175 ) — (3,077 ) Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,472 ) — — — (1,472 ) Net cash flows used in financing activities (135,003 ) — (175 ) — (135,178 ) Effect of exchange rate changes on cash (250 ) — (2,016 ) — (2,266 ) Increase (decrease) in cash and cash equivalents (7,438 ) (1,917 ) (14,146 ) — (23,501 ) Cash and cash equivalents: Beginning of period 160,167 19,372 43,010 — 222,549 End of period $ 152,729 $ 17,455 $ 28,864 $ — $ 199,048 CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income $ (10,017 ) $ (14,935 ) $ 23,848 $ (8,913 ) $ (10,017 ) Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 12,700 74,892 6,126 — 93,718 Amortization of intangible assets 7 6,611 44 — 6,662 Share-based payments expense 3,681 3,511 — — 7,192 Windfall excess tax benefits related to share-based payments (686 ) — — — (686 ) Deferred income taxes (8,029 ) (3,903 ) 7,993 — (3,939 ) Restructuring, impairment and related costs 136 1,544 — — 1,680 Loss from equity method investments, net 265 — — — 265 Amortization of deferred financing fees and debt discount 1,385 — — — 1,385 Goodwill impairment — 85,890 — — 85,890 Other (265 ) 176 (727 ) — (816 ) Equity in income of subsidiaries 14,935 (23,848 ) — 8,913 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net (357 ) 14,773 661 — 15,077 Content library — 31,236 3,423 — 34,659 Prepaid expenses and other current assets (17,957 ) (4,455 ) 330 — (22,082 ) Other assets 47 245 30 — 322 Accounts payable (2,022 ) (13,438 ) (2,237 ) — (17,697 ) Accrued payable to retailers 479 (10,682 ) (1,307 ) — (11,510 ) Other accrued liabilities 1,674 426 (988 ) — 1,112 Net cash flows from (used in) operating activities (1) (4,024 ) 148,043 37,196 — 181,215 Investing Activities: Purchases of property and equipment (13,869 ) (25,818 ) (530 ) — (40,217 ) Proceeds from sale of property and equipment 17 2,923 — — 2,940 Investments in and advances to affiliates 161,753 (119,126 ) (42,627 ) — — Net cash flows from (used in) investing activities (1) 147,901 (142,021 ) (43,157 ) — (37,277 ) Financing Activities: Proceeds from new borrowing on Credit Facility 112,000 — — — 112,000 Principal payments on Credit Facility (185,750 ) — — — (185,750 ) Dividends paid (11,019 ) — — — (11,019 ) Repurchases of common stock (62,731 ) — — — (62,731 ) Principal payments on capital lease obligations and other debt (6,080 ) — (198 ) — (6,278 ) Windfall excess tax benefits related to share-based payments 686 — — — 686 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,201 ) — — — (1,201 ) Net cash flows used in financing activities (1) (154,095 ) — (198 ) — (154,293 ) Effect of exchange rate changes on cash 574 — 4,793 — 5,367 Decrease in cash and cash equivalents (9,644 ) 6,022 (1,366 ) — (4,988 ) Cash and cash equivalents: Beginning of period 180,889 17,939 43,868 — 242,696 End of period $ 171,245 $ 23,961 $ 42,502 $ — $ 237,708 (1) During the first quarter of 2015 we discontinued our Redbox operations in Canada. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented. See Note 10: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. |
Income Taxes From Continuing Op
Income Taxes From Continuing Operations | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes From Continuing Operations | Note 16: Income Taxes From Continuing Operations Our effective tax rate from continuing operations was 34.1% and (62.4)% for the three months ended June 30, 2016 and 2015 , respectively, and 34.8% and 113.4% for the six months ended June 30, 2016 and 2015 , respectively. Our effective tax rate for the three months ended June 30, 2016 , was lower than the U.S. Federal statutory rate of 35.0% primarily due to the domestic production activities deduction, partially offset by state income taxes. Our effective tax rate for the three months ended June 30, 2015 , was lower than the U.S. Federal statutory rate of 35.0% primarily due to an $85.9 million non-tax deductible goodwill impairment charge that was recorded in the second quarter of 2015 and state income taxes, partially offset by the domestic production activities deduction and a net decrease in valuation allowances related to capital loss carryforwards and state tax credit carryforwards. Our effective tax rate for the six months ended June 30, 2016 , was lower than the U.S. Federal statutory rate of 35.0% primarily due to the domestic production activities deduction, partially offset by state income taxes. Our effective tax rate for the six months ended June 30, 2015 , was higher than the U.S. Federal statutory rate of 35.0% primarily due to an $85.9 million non-tax deductible goodwill impairment charge that was recorded in the second quarter of 2015 and state income taxes, partially offset by the domestic production activities deduction. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17: Subsequent Events On July 24, 2016 , the Board declared a quarterly cash dividend of $0.60 per share to be paid on September 6, 2016 , to all stockholders of record as of the close of business on August 23, 2016 . Merger Agreement On July 24, 2016, the company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aspen Parent, Inc., a Delaware corporation (“Parent”), Aspen Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Outerwall Merger Sub”), Redwood Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Redbox Merger Sub”), and Redbox Automated Retail, LLC, a Delaware limited liability company and wholly-owned subsidiary of the company (“Redbox”), providing for the acquisition of the company by Parent in an all cash transaction, consisting of a tender offer, followed by a subsequent back-end merger of Outerwall Merger Sub with and into the company (the “Outerwall Merger”), followed by the merger of Redbox Merger Sub with and into Redbox (the “Redbox Merger” and, together with the Outerwall Merger, the “Mergers”). Parent and Merger Sub are affiliates of certain funds (the “Apollo Funds”) managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”). Under the terms of the Merger Agreement, Parent will cause Outerwall Merger Sub to commence a cash tender offer (the “Offer”) for all of the company’s outstanding shares of common stock at a purchase price of $52.00 per share net to the seller in cash (the “Offer Price”), without interest and subject to any withholding taxes. The consummation of the Offer is conditioned on, among other things, (1) shares of common stock having been validly tendered and not properly withdrawn that represent, together with the shares of common stock then owned by Outerwall Merger Sub, at least a majority of the then outstanding shares, (2) the expiration or early termination of the Hart-Scott-Rodino antitrust waiting period, (3) the accuracy of the company’s representations and warranties in the Merger Agreement, (4) compliance by the company with its obligations, agreements and covenants in the Merger Agreement, (5) other than the company’s regular quarterly cash dividend for the third quarter of 2016, the absence of any declaration or payment of any dividend or distribution on shares of capital stock of the company following the date of the Merger Agreement, (6) the absence of any authorization or making of any purchases of capital stock of the company, and (7) other customary conditions. Following the consummation of the Offer, subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, the Outerwall Merger will be effected under Delaware law without a meeting or vote of the Company’s stockholders (the “Effective Time”). At the Effective Time, each share of common stock issued and outstanding immediately prior to the Effective Time (other than shares (1) owned by the company or any of its subsidiaries, (2) owned by Parent or Outerwall Merger Sub or (3) owned by any stockholder who is entitled to demand and properly demands the appraisal of such shares) will be automatically cancelled and converted into the right to receive the Offer Price, without interest and subject to any withholding taxes. After the closing of the Outerwall Merger, the company will be a wholly owned subsidiary of Parent and will cease to be a publicly-traded company. |
Basis of Presentation and Pri25
Basis of Presentation and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Pronouncements Adopted and Not Adopted During the Current Year, Policy | Accounting Pronouncements Adopted During the Current Year In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) . This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, instead of as a deferred charge. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Subtopic 835-30) . This ASU provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted this guidance on January 1, 2016, which resulted in the reclassification of $3.8 million of unamortized discount and deferred financing fees as of December 31, 2015, from other non-current assets to long-term debt in our Consolidated Balance Sheets . Other than this reclassification, our adoption of ASU 2015-03 and ASU 2015-15 did not have a material impact to our consolidated financial statements and related disclosures. See Note 7: Debt and Other Long-Term Liabilities for more information. In April 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. We adopted this ASU on January 1, 2016. Our adoption of this ASU did not have a material impact on our consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) : Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . This ASU describes how an entity’s management should assess whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management should consider both quantitative and qualitative factors in making its assessment. If after considering management’s plans, substantial doubt about an entity’s going concern is alleviated, an entity shall disclose information in the footnotes that enables the users of the financial statements to understand the events that raised the going concern and how management’s plan alleviated this concern. If after considering management’s plans, substantial doubt about an entity’s going concern is not alleviated, the entity shall disclose in the footnotes indicating that a substantial doubt about the entity’s going concern exists within one year of the date of the issued financial statements. Additionally, the entity shall disclose the events that led to this going concern and management’s plans to mitigate them. We adopted this ASU on January 1, 2016. Our adoption of this ASU did not have a material impact on our consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements, from those disclosed in our 2015 Annual Report on Form 10-K, except for the following: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . The amendments in this ASU do not change the core revenue recognition principles, but provide guidance on certain narrow areas and add practical expedients. Early adoption is permitted to the original effective date of annual reporting periods beginning after December 15, 2016 for ASU 2014-09 and the related amendments and may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We are currently in the process of evaluating the impact of ASU 2014-09 and the related amendments. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) . This ASU changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. We are currently evaluating the impact of adopting this ASU and expect this standard to not have a significant impact on our consolidated financial statements and related disclosures, which is effective for us in our fiscal year beginning January 1, 2017. Early adoption is permitted. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The ASU requires lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. We are currently evaluating the impact of adopting this ASU and expect this standard to have a significant impact on our consolidated financial statements and related disclosures, which is effective for us in our fiscal year beginning January 1, 2019. Early adoption is permitted. |
Earnings Per Share, Policy | The Two-Class Method is an earnings allocation formula that treats a participating security, as having rights to earnings that otherwise would have been available to common shareholders and assumes all earnings for the period are distributed. Our unvested restricted stock awards granted are participating securities as they entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. |
Segment Reporting, Policy | Management, including our chief operating decision maker, who is our CEO, evaluates the performances of our business segments primarily on segment revenue and segment operating income (loss) before depreciation, amortization and other, and share-based compensation granted to executives, non-employee directors and employees (“segment operating income (loss)”). Segment operating income (loss) contains internally allocated costs of our shared service support functions, including but not limited to, corporate executive management, business development, sales, finance, legal, human resources, information technology and risk management. We also review depreciation and amortization allocated to each segment. Share-based payments expense related to share-based compensation granted to executives, non-employee directors and employees and expense related to the rights to receive cash issued in connection with our acquisition of ecoATM are not allocated to our segments and are included in the Corporate Unallocated column in the analysis and reconciliation below; however, share-based payments expense related to our content arrangements with certain movie studios has been allocated to our Redbox segment and is included within direct operating expenses. Our performance evaluation does not include segment assets. |
Fair Value of Financial Instruments, Policy | To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; or • Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. |
Organization and Business (Tabl
Organization and Business (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization And Business [Abstract] | |
Schedule Of Kiosk And Location Count | Our kiosk and location counts as of June 30, 2016 , are as follows: Kiosks Locations Redbox 39,970 32,710 Coinstar 20,810 19,560 ecoATM 2,460 2,230 Total 63,240 54,500 |
Prepaid Expenses and Other Cu27
Prepaid Expenses and Other Current Assets and Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets: Dollars in thousands June 30, December 31, Spare parts $ 11,616 $ 9,780 Licenses 5,744 6,394 Electronic devices inventory 10,427 7,846 Income taxes receivable 1,953 9,517 Prepaid rent 1,365 1,043 DVD cases and labels 1,648 1,371 Other 14,369 15,417 Total prepaid and other current assets $ 47,122 $ 51,368 |
Schedule of Other Accrued Liabilities | Other accrued liabilities consist of the following: Dollars in thousands June 30, December 31, Payroll related expenses $ 34,779 $ 40,676 Studio revenue share and other content related expenses 36,052 28,964 Business taxes 15,591 16,080 Insurance 13,549 13,594 Deferred revenue 12,498 11,201 Income taxes payable 13,372 16 Accrued interest expense 6,192 6,913 Accrued early lease termination and sublease expenses 3,859 4,991 Service contract provider expenses 5,288 4,070 Deferred rent expense 2,044 1,728 Other 12,123 13,204 Total other accrued liabilities $ 155,347 $ 141,437 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Dollars in thousands June 30, December 31, Kiosks and components $ 1,162,872 $ 1,163,210 Computers, servers, and software 195,809 193,507 Leasehold improvements 22,497 22,663 Office furniture and equipment 7,248 7,047 Vehicles 4,585 5,118 Property and equipment, at cost 1,393,011 1,391,545 Accumulated depreciation and amortization (1,122,597 ) (1,075,532 ) Property and equipment, net $ 270,414 $ 316,013 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amount of goodwill was as follow: Dollars in thousands June 30, December 31, Goodwill $ 473,417 $ 473,417 |
Schedule of Finite-Lived Intangible Assets | The gross amount of our other intangible assets and the related accumulated amortization were as follows: Dollars in thousands Amortization June 30, December 31, Retailer relationships 5 - 10 years $ 53,295 $ 53,295 Accumulated amortization (29,217 ) (27,212 ) Retailer relationships, net 24,078 26,083 Developed technology 3 - 5 years 36,000 36,000 Accumulated amortization (20,277 ) (16,544 ) Developed technology, net 15,723 19,456 Trade names 5 - 10 years 20,000 20,000 Accumulated amortization (4,433 ) (3,133 ) Trade names, net 15,567 16,867 Other 1 - 40 years 10,800 10,800 Accumulated amortization (6,651 ) (6,109 ) Other, net 4,149 4,691 Total intangible assets, net $ 59,517 $ 67,097 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense was as follows: Three Months Ended Six Months Ended June 30, June 30, Dollars in thousands 2016 2015 2016 2015 Retailer relationships $ 1,002 $ 1,003 $ 2,005 $ 2,006 Developed technology 1,867 1,700 3,733 3,400 Trade names 650 300 1,300 600 Other 271 306 542 656 Total amortization of intangible assets 3,790 3,309 7,580 6,662 Less: amortization included in discontinued operations — — — (44 ) Total amortization of intangible assets from continuing operations $ 3,790 $ 3,309 $ 7,580 $ 6,618 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Assuming no future impairment, the expected future amortization as of June 30, 2016 , is as follows: Dollars in thousands Total Remainder of 2016 $ 7,580 2017 15,160 2018 11,598 2019 6,213 2020 5,819 Thereafter 13,147 Total expected amortization $ 59,517 |
Debt and Other Long-Term Liab30
Debt and Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Debt and Other Long Term Liabilities | Debt Other Liabilities Total Senior Notes Credit Facility Total Debt Capital Lease Obligations Asset Retirement Obligations Other Long-term Liabilities Dollars in thousands Senior Unsecured Notes due 2019 Senior Unsecured Notes due 2021 Term Loans Revolving Line of Credit As of June 30, 2016: Principal $ 320,614 $ 228,598 $ 129,375 $ 80,000 $ 758,587 Unamortized discount and deferred financing fees (1) (2,922 ) (3,234 ) (224 ) (1,968 ) (8,348 ) Total 317,692 225,364 129,151 78,032 750,239 $ 5,531 $ 9,438 $ 19,780 $ 784,988 Less: current portion — — (15,000 ) — (15,000 ) (3,418 ) — — (18,418 ) Total long-term portion $ 317,692 $ 225,364 $ 114,151 $ 78,032 $ 735,239 $ 2,113 $ 9,438 $ 19,780 $ 766,570 Debt Other Liabilities Total Senior Notes Credit Facility Total Debt Capital Lease Obligations Asset Retirement Obligations Other Long-term Liabilities Dollars in thousands Senior Unsecured Notes due 2019 Senior Unsecured Notes due 2021 Term Loans Revolving Line of Credit As of December 31, 2015: Principal $ 350,000 $ 258,908 $ 136,875 $ 140,500 $ 886,283 Unamortized discount and deferred financing fees (1) (3,770 ) (4,083 ) (260 ) (2,300 ) (10,413 ) Total 346,230 254,825 136,615 138,200 875,870 $ 5,889 $ 9,412 $ 19,477 $ 910,648 Less: current portion — — (13,125 ) — (13,125 ) (4,006 ) — — (17,131 ) Total long-term portion $ 346,230 $ 254,825 $ 123,490 $ 138,200 $ 862,745 $ 1,883 $ 9,412 $ 19,477 $ 893,517 (1) As described in Note 1: Basis of Presentation and Principles of Consolidation , we adopted ASU 2015-03 and 2015-15 in the first quarter of 2016 and have applied the guidance to our Senior Notes and Credit Facility. Under this guidance, we are now presenting unamortized deferred financing fees as a direct deduction from the associated debt liability. Historically, unamortized deferred financing fees were included in other non-current assets. This adoption resulted in the reclassification of $3.8 million of unamortized deferred financing fees as of December 31, 2015, from other non-current assets to long-term debt in our Consolidated Balance Sheets. Deferred financing fees are amortized on a straight line basis over the life of the related loan. |
Interest Expense Disclosure | Interest Expense Dollars in thousands Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Cash interest expense $ 10,141 $ 11,499 $ 20,795 $ 22,894 Amortization of debt discount and deferred financing fees 613 692 1,251 1,385 Total cash and non-cash interest expense 10,754 12,191 22,046 24,279 Gain from early extinguishment of debt (418 ) — (11,446 ) — Total interest expense $ 10,336 $ 12,191 $ 10,600 $ 24,279 |
Schedule of Maturities of Term Loan | Required principal amortization payments under the Term Loan are as follows: Dollars in thousands Repayment Amount Remainder of 2016 $ 7,500 2017 15,000 2018 20,625 2019 86,250 Total $ 129,375 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Summary Of Share Based Payments | Certain information regarding our share-based payments is as follows: Three Months Ended Six Months Ended June 30, June 30, Dollars in thousands 2016 2015 2016 2015 Share-based payments expense: Share-based compensation - stock options $ 33 $ 40 $ 80 $ 181 Share-based compensation - restricted stock 4,452 2,039 7,982 4,598 Share-based payments for content arrangements 813 1,241 1,628 2,482 Total share-based payments expense $ 5,298 $ 3,320 $ 9,690 $ 7,261 Tax benefit on share-based payments expense $ 2,066 $ 1,289 $ 3,774 $ 2,807 June 30, 2016 Dollars in thousands Unrecognized Share-Based Payments Expense Weighted-Average Remaining Life Unrecognized share-based payments expense: Share-based compensation - stock options $ 83 0.7 years Share-based compensation - restricted stock 18,349 2.4 years Share-based payments for content arrangements 1,264 0.4 years Total unrecognized share-based payments expense $ 19,696 |
Summary of Restricted Stock Award Activity | The following table presents a summary of restricted stock award activity for 2016 : Shares in thousands Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested, December 31, 2015 556 $ 65.86 Granted 746 26.86 Vested (155 ) 64.45 Forfeited (148 ) 50.73 Non-vested, June 30, 2016 999 39.21 |
Schedule of Expected Amortization Expense of Share-Based Compensation | The expected future recognition of expense associated with the rights to receive cash as of June 30, 2016 is as follows: Dollars in thousands Expected Expense Remainder of 2016 $ 594 2017 146 Remaining total expected expense $ 740 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The total amount incurred for restructuring and related costs from continuing operations is as follows: Three Months Ended Six Months Ended June 30, June 30, Dollars in thousands 2016 2015 2016 2015 Redbox Severance $ 14 $ — $ 2,125 $ 3,701 Lease termination and related costs (excluding related asset impairments) — — 297 4,567 Total Redbox restructuring costs 14 — 2,422 8,268 Coinstar Severance 3 — 408 492 Lease termination and related costs (excluding related asset impairments) — — 57 24 Total Coinstar restructuring costs 3 — 465 516 ecoATM Severance 384 — 782 127 Lease termination and related costs (excluding related asset impairments) — — 7 — Total ecoATM restructuring costs 384 — 789 127 Total restructuring costs in continuing operations 401 — 3,676 8,911 Impairment of lease related assets — — — 6,940 Total restructuring and related costs from continuing operations $ 401 $ — $ 3,676 $ 15,851 |
Schedule of Restructuring Reserve by Type of Cost | A reconciliation of the beginning and ending liability balance by expense type is as follows: Dollars in thousands Severance Expense Lease Termination Costs Beginning Balance - January 1, 2016 $ 1,385 $ 4,991 Costs charged to expense 3,315 361 Costs paid or otherwise settled (4,629 ) (1,493 ) Ending Balance - June 30, 2016 $ 71 $ 3,859 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Components of Discontinued Operations Included in Statements of Comprehensive Income | The following table sets forth the components of discontinued operations included in our Consolidated Statements of Comprehensive Income: Three Months Ended Six Months Ended Dollars in thousands June 30, 2015 June 30, 2015 Major classes of line items constituting pretax loss of discontinued operations: Revenue $ — $ 1,557 Direct operating 35 4,304 Marketing (17 ) 112 General and administrative 35 154 Restructuring and related costs — 522 Depreciation and other — 5,858 Amortization of intangible assets — 44 Other expense, net 166 (4,329 ) Pretax gain (loss) of discontinued operations related to major classes of pretax loss 113 (13,766 ) Income tax benefit (1) 1,622 8,945 Net income (loss) on discontinued operations $ 1,735 $ (4,821 ) (1) The income tax benefit for the three months and six months ended June 30, 2015 includes a benefit on the rate differential between the U.S. and Canada. |
Significant Operating and Investing Cash Flows - Discontinued Operations | Significant operating and investing cash flows of Redbox Canada were as follows: Three Months Ended Six Months Ended Dollars in thousands June 30, 2015 June 30, 2015 Net income (loss) on discontinued operations $ 1,735 $ (4,821 ) Adjustments to reconcile net gain (loss) to net cash flows from operating activities: Depreciation and amortization — 5,902 Content library 148 3,212 Prepaid and other current assets 690 1,234 Accounts payable (1,095 ) (2,716 ) Accrued payables to retailers — (155 ) Other accrued liabilities (585 ) (617 ) Net cash flows from operating activities $ 893 $ 2,039 Investing activities: Purchase of property, plant and equipment — (278 ) Total cash flows used in investing activities $ — $ (278 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | Our calculation of basic and diluted earnings per share is as follows: Three Months Ended Six Months Ended June 30, June 30, In thousands, except per share data 2016 2015 2016 2015 Numerator Income (loss) from continuing operations $ 40,548 $ (47,351 ) $ 78,999 $ (5,196 ) Income (loss) from discontinued operations, net of tax — 1,735 — (4,821 ) Net income (loss) $ 40,548 $ (45,616 ) $ 78,999 $ (10,017 ) Income from continuing operations $ 40,548 $ (47,351 ) $ 78,999 $ (5,196 ) Dividends and undistributed income allocated to participating shares (1,933 ) (121 ) (3,334 ) (269 ) Income from continuing operations to common shares - basic 38,615 (47,472 ) 75,665 (5,465 ) Effect of reallocating undistributed income from continuing operations to participating shares 11 — 16 — Income from continuing operations to common shares - diluted $ 38,626 $ (47,472 ) $ 75,681 $ (5,465 ) Denominator Weighted average common shares - basic 16,149 17,848 16,122 18,057 Dilutive effect of share-based payment awards 95 — 94 — Weighted average common shares - diluted (1) 16,244 17,848 16,216 18,057 Basic earnings (loss) per common share: Continuing operations $ 2.39 $ (2.66 ) $ 4.69 $ (0.30 ) Discontinued operations — 0.10 — (0.27 ) Basic earnings (loss) per common share $ 2.39 $ (2.56 ) $ 4.69 $ (0.57 ) Diluted earnings (loss) per common share: Continuing operations $ 2.38 $ (2.66 ) $ 4.67 $ (0.30 ) Discontinued operations — 0.10 — (0.27 ) Diluted earnings (loss) per common share $ 2.38 $ (2.56 ) $ 4.67 $ (0.57 ) Stock options and share-based awards not included in diluted EPS calculation because their effect would have be antidilutive 248 14 121 16 (1) Participating securities were included in the calculation of diluted earnings per share using the two-class method, as this calculation was more dilutive than the calculation using the treasury stock method. |
Business Segments and Enterpr35
Business Segments and Enterprise-Wide Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Dollars in thousands Three Months Ended June 30, 2016 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 389,059 $ 84,168 $ 44,800 $ — $ — $ 518,027 Expenses: Direct operating 271,731 42,095 37,291 83 381 351,581 Marketing 3,919 399 3,058 7 39 7,422 Research and development — — 1,194 — 123 1,317 General and administrative 31,325 8,494 3,573 2 4,287 47,681 Restructuring and related costs (Note 9) 14 3 384 — — 401 Segment operating income (loss) 82,070 33,177 (700 ) (92 ) (4,830 ) 109,625 Less: depreciation, amortization and other (21,806 ) (7,595 ) (8,398 ) 21 — (37,778 ) Operating income (loss) 60,264 25,582 (9,098 ) (71 ) (4,830 ) 71,847 Loss from equity method investments, net — — — — (208 ) (208 ) Interest expense, net — — — — (10,301 ) (10,301 ) Other, net — — — — 223 223 Income (loss) from continuing operations before income taxes $ 60,264 $ 25,582 $ (9,098 ) $ (71 ) $ (15,116 ) $ 61,561 Dollars in thousands Three Months Ended June 30, 2015 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 438,976 $ 80,279 $ 26,062 $ 52 $ — $ 545,369 Expenses: Direct operating 301,444 39,358 27,227 1,078 512 369,619 Marketing 4,266 1,232 2,149 258 142 8,047 Research and development — — 1,549 1 489 2,039 General and administrative 34,336 7,768 2,094 2,644 1,941 48,783 Goodwill impairment — — 85,890 — — 85,890 Segment operating income (loss) 98,930 31,921 (92,847 ) (3,929 ) (3,084 ) 30,991 Less: depreciation, amortization and other (33,063 ) (8,437 ) (6,305 ) (678 ) — (48,483 ) Operating income (loss) 65,867 23,484 (99,152 ) (4,607 ) (3,084 ) (17,492 ) Loss from equity method investments, net — — — — (133 ) (133 ) Interest expense, net — — — — (12,183 ) (12,183 ) Other, net — — — — 642 642 Income (loss) from continuing operations before income taxes $ 65,867 $ 23,484 $ (99,152 ) $ (4,607 ) $ (14,758 ) $ (29,166 ) Dollars in thousands Six Months Ended June 30, 2016 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 810,547 $ 156,547 $ 86,889 $ — $ — $ 1,053,983 Expenses: Direct operating 570,732 80,740 75,185 169 722 727,548 Marketing 7,743 1,174 7,638 12 77 16,644 Research and development — — 2,129 — 233 2,362 General and administrative 63,354 16,358 7,575 349 7,815 95,451 Restructuring and related costs (Note 9) 2,422 465 789 — — 3,676 Segment operating income (loss) 166,296 57,810 (6,427 ) (530 ) (8,847 ) 208,302 Less: depreciation, amortization and other (46,101 ) (15,004 ) (16,602 ) 21 — (77,686 ) Operating income (loss) 120,195 42,806 (23,029 ) (509 ) (8,847 ) 130,616 Loss from equity method investments, net — — — — (415 ) (415 ) Interest expense, net — — — — (10,543 ) (10,543 ) Other, net — — — — 1,452 1,452 Income (loss) from continuing operations before income taxes $ 120,195 $ 42,806 $ (23,029 ) $ (509 ) $ (18,353 ) $ 121,110 Dollars in thousands Six Months Ended June 30, 2015 Redbox Coinstar ecoATM All Other Corporate Unallocated Total Revenue $ 958,509 $ 149,609 $ 45,811 $ 76 $ — $ 1,154,005 Expenses: Direct operating 644,379 76,621 50,033 2,269 1,501 774,803 Marketing 9,091 2,410 3,879 578 509 16,467 Research and development — — 3,005 (84 ) 1,202 4,123 General and administrative 68,071 15,563 4,062 5,151 4,492 97,339 Restructuring and related costs (Note 9) 15,174 550 127 — — 15,851 Goodwill impairment — — 85,890 — — 85,890 Segment operating income (loss) 221,794 54,465 (101,185 ) (7,838 ) (7,704 ) 159,532 Less: depreciation, amortization and other (64,670 ) (16,255 ) (12,207 ) (1,346 ) — (94,478 ) Operating income (loss) 157,124 38,210 (113,392 ) (9,184 ) (7,704 ) 65,054 Loss from equity method investments, net — — — — (265 ) (265 ) Interest expense, net — — — — (24,254 ) (24,254 ) Other, net — — — — (1,704 ) (1,704 ) Income (loss) from continuing operations before income taxes $ 157,124 $ 38,210 $ (113,392 ) $ (9,184 ) $ (33,927 ) $ 38,831 |
Significant Retailer Relationships | Kiosks at the following retailers accounted for 10% or more of our consolidated revenue: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Wal-Mart Stores Inc. 16.7 % 16.4 % 16.4 % 16.4 % Walgreen Co. 12.4 % 13.5 % 13.1 % 14.0 % The Kroger Company 9.6 % 10.0 % 9.6 % 9.9 % |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured and Reported at Fair Value on a Recurring Basis | The following table presents the fair values of our money market demand accounts and investment grade fixed income securities as of the dates specified below: Level 1 Dollars in thousands June 30, 2016 December 31, 2015 Money market demand accounts and investment grade fixed income securities $ 5,056 $ 2,743 |
Fair Value of the 2019 Notes and 2021 Notes | The following table presents the approximate fair values of the 2019 Notes and 2021 Notes as of the dates specified below: Level 2 Dollars in thousands June 30, 2016 December 31, 2015 2019 Notes $ 293,000 $ 312,000 2021 Notes $ 194,000 $ 213,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | Total estimated movie content commitments as of June 30, 2016 , is presented in the following table: Dollars in thousands Total Remaining in 2016 2017 2018 Total estimated movie content commitments $ 460,681 $ 226,902 $ 224,136 $ 9,643 |
Guarantor Subsidiaries (Tables)
Guarantor Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Balance Sheets | CONSOLIDATING BALANCE SHEETS (unaudited) As of June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 152,729 $ 17,455 $ 28,864 $ — $ 199,048 Accounts receivable, net of allowances 1,640 23,663 83 — 25,386 Content library — 147,815 — — 147,815 Prepaid expenses and other current assets 12,501 34,291 330 — 47,122 Intercompany receivables 15,212 636,566 1,207 (652,985 ) — Total current assets 182,082 859,790 30,484 (652,985 ) 419,371 Property and equipment, net 87,236 170,440 12,738 — 270,414 Deferred income taxes — — 2,456 — 2,456 Goodwill and other intangible assets, net 249,696 283,238 — — 532,934 Other long-term assets 377 1,001 111 — 1,489 Investment in related parties 974,379 28,373 — (1,002,752 ) — Total assets $ 1,493,770 $ 1,342,842 $ 45,789 $ (1,655,737 ) $ 1,226,664 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 8,857 $ 117,574 $ 223 $ — $ 126,654 Accrued payable to retailers 68,924 25,048 6,360 — 100,332 Other accrued liabilities 65,424 89,249 674 — 155,347 Current portion of long-term debt and other long-term liabilities 18,193 5 220 — 18,418 Intercompany payables 527,722 115,511 9,752 (652,985 ) — Total current liabilities 689,120 347,387 17,229 (652,985 ) 400,751 Long-term debt and other long-term liabilities 747,114 19,294 162 — 766,570 Deferred income taxes 11,634 1,784 24 — 13,442 Total liabilities 1,447,868 368,465 17,415 (652,985 ) 1,180,763 Commitments and contingencies Stockholders’ Equity: Preferred stock — — 3,000 (3,000 ) — Common stock 604,392 252,512 4,635 (371,660 ) 489,879 Treasury stock (1,149,261 ) — — — (1,149,261 ) Retained earnings 591,844 721,865 21,521 (628,092 ) 707,138 Accumulated other comprehensive income (loss) (1,073 ) — (782 ) — (1,855 ) Total stockholders’ equity 45,902 974,377 28,374 (1,002,752 ) 45,901 Total liabilities and stockholders’ equity $ 1,493,770 $ 1,342,842 $ 45,789 $ (1,655,737 ) $ 1,226,664 CONSOLIDATING BALANCE SHEETS (unaudited) As of December 31, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 160,167 $ 19,372 $ 43,010 $ — $ 222,549 Accounts receivable, net of allowances 3,983 33,269 1,212 — 38,464 Content library — 188,490 — — 188,490 Prepaid expenses and other current assets 17,720 33,049 599 — 51,368 Intercompany receivables 35,654 527,996 426 (564,076 ) — Total current assets 217,524 802,176 45,247 (564,076 ) 500,871 Property and equipment, net 97,659 204,081 14,273 — 316,013 Deferred income taxes — — 2,606 — 2,606 Goodwill and other intangible assets, net 249,703 290,811 — — 540,514 Other long-term assets 747 1,293 167 — 2,207 Investment in related parties 921,456 27,798 — (949,254 ) — Total assets $ 1,487,089 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,362,211 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 16,127 $ 167,694 $ 189 $ — $ 184,010 Accrued payable to retailers 71,947 30,157 12,994 — 115,098 Other accrued liabilities 57,025 82,401 2,011 — 141,437 Current portion of long-term debt and other long-term liabilities 16,832 — 299 — 17,131 Intercompany payables 459,789 85,487 18,800 (564,076 ) — Total current liabilities 621,720 365,739 34,293 (564,076 ) 457,676 Long-term debt and other long-term liabilities 873,476 19,882 159 — 893,517 Deferred income taxes 13,965 19,083 44 — 33,092 Total liabilities 1,509,161 404,704 34,496 (564,076 ) 1,384,285 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock — — 3,000 (3,000 ) — Common stock 599,675 252,727 4,636 (371,875 ) 485,163 Treasury stock (1,151,063 ) — — — (1,151,063 ) Retained earnings 530,140 668,728 18,963 (574,379 ) 643,452 Accumulated other comprehensive income (loss) (824 ) — 1,198 — 374 Total stockholders’ equity (deficit) (22,072 ) 921,455 27,797 (949,254 ) (22,074 ) Total liabilities and stockholders’ equity (deficit) $ 1,487,089 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,362,211 |
Consolidating Statements of Comprehensive Income | CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 73,700 $ 433,859 $ 10,468 $ — $ 518,027 Expenses: Direct operating 37,633 309,105 4,843 — 351,581 Marketing 410 7,010 2 — 7,422 Research and development — 1,317 — — 1,317 General and administrative 11,949 35,529 203 — 47,681 Restructuring and related costs 3 398 — — 401 Depreciation and other 6,547 26,417 1,024 — 33,988 Amortization of intangible assets 4 3,786 — — 3,790 Total expenses 56,546 383,562 6,072 — 446,180 Operating income 17,154 50,297 4,396 — 71,847 Other income (expense), net: Loss from equity method investments, net (208 ) — — — (208 ) Interest income (expense), net (2,715 ) (7,539 ) (47 ) — (10,301 ) Other, net 3,229 122 (3,128 ) — 223 Total other income (expense), net 306 (7,417 ) (3,175 ) — (10,286 ) Income from continuing operations before income taxes 17,460 42,880 1,221 — 61,561 Income tax expense (6,850 ) (13,944 ) (219 ) — (21,013 ) Income from continuing operations 10,610 28,936 1,002 — 40,548 Equity in income of subsidiaries 29,938 1,002 — (30,940 ) — Net income (loss) 40,548 29,938 1,002 (30,940 ) 40,548 Foreign currency translation adjustment (1) (51 ) — (1,629 ) — (1,680 ) Comprehensive income (loss) $ 40,497 $ 29,938 $ (627 ) $ (30,940 ) $ 38,868 (1) Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended June 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 68,687 $ 465,039 $ 11,643 $ — $ 545,369 Expenses: Direct operating 35,397 328,952 5,270 — 369,619 Marketing 1,477 6,543 27 — 8,047 Research and development 1 2,038 — — 2,039 General and administrative 11,767 36,820 196 — 48,783 Restructuring and related costs — — — — — Depreciation and other 8,051 36,063 1,060 — 45,174 Amortization of intangible assets 4 3,305 — — 3,309 Goodwill impairment — 85,890 — — 85,890 Total expenses 56,697 499,611 6,553 — 562,861 Operating income 11,990 (34,572 ) 5,090 — (17,492 ) Other income (expense), net: Loss from equity method investments, net (133 ) — — — (133 ) Interest income (expense), net (12,485 ) 317 (15 ) — (12,183 ) Other, net 3,142 80 (2,580 ) — 642 Total other income (expense), net (9,476 ) 397 (2,595 ) — (11,674 ) Income (loss) from continuing operations before income taxes 2,514 (34,175 ) 2,495 — (29,166 ) Income tax benefit (expense) 5,981 (23,736 ) (430 ) — (18,185 ) Income (loss) from continuing operations 8,495 (57,911 ) 2,065 — (47,351 ) Income (loss) from discontinued operations, net of tax (856 ) 1,221 1,370 — 1,735 Equity in income of subsidiaries (53,255 ) 3,435 — 49,820 — Net income (loss) (45,616 ) (53,255 ) 3,435 49,820 (45,616 ) Foreign currency translation adjustment (1) 638 — (165 ) — 473 Comprehensive income (loss) $ (44,978 ) $ (53,255 ) $ 3,270 $ 49,820 $ (45,143 ) (1) Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2015 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Six Months Ended June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 135,946 $ 897,436 $ 20,601 $ — $ 1,053,983 Expenses: Direct operating 71,989 646,046 9,513 — 727,548 Marketing 1,209 15,433 2 — 16,644 Research and development — 2,362 — — 2,362 General and administrative 22,863 72,193 395 — 95,451 Restructuring and related costs 465 3,211 — — 3,676 Depreciation and other 12,961 55,130 2,015 — 70,106 Amortization of intangible assets 7 7,573 — — 7,580 Total expenses 109,494 801,948 11,925 — 923,367 Operating income 26,452 95,488 8,676 — 130,616 Other income (expense), net: Loss from equity method investments, net (415 ) — — — (415 ) Interest income (expense), net 5,232 (15,681 ) (94 ) — (10,543 ) Other, net 5,995 509 (5,052 ) — 1,452 Total other income (expense), net 10,812 (15,172 ) (5,146 ) — (9,506 ) Income from continuing operations before income taxes 37,264 80,316 3,530 — 121,110 Income tax expense (14,672 ) (26,630 ) (809 ) — (42,111 ) Income from continuing operations 22,592 53,686 2,721 — 78,999 Equity in income of subsidiaries 56,407 2,721 — (59,128 ) — Net income (loss) 78,999 56,407 2,721 (59,128 ) 78,999 Foreign currency translation adjustment (1) (249 ) — (1,980 ) — (2,229 ) Comprehensive income $ 78,750 $ 56,407 $ 741 $ (59,128 ) $ 76,770 (1) Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Six Months Ended June 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 127,497 $ 1,004,320 $ 22,188 $ — $ 1,154,005 Expenses: Direct operating 69,123 695,363 10,317 — 774,803 Marketing 2,991 13,449 27 — 16,467 Research and development (83 ) 4,206 — — 4,123 General and administrative 23,823 73,115 401 — 97,339 Restructuring and related costs 551 15,300 — — 15,851 Depreciation and other 12,700 73,046 2,114 — 87,860 Amortization of intangible assets 7 6,611 — — 6,618 Goodwill impairment — 85,890 — — 85,890 Total expenses 109,112 966,980 12,859 — 1,088,951 Operating income 18,385 37,340 9,329 — 65,054 Other income (expense), net: Loss from equity method investments, net (265 ) — — — (265 ) Interest income (expense), net (24,881 ) 692 (65 ) — (24,254 ) Other, net 5,578 64 (7,346 ) — (1,704 ) Total other income (expense), net (19,568 ) 756 (7,411 ) — (26,223 ) Income (loss) from continuing operations before income taxes (1,183 ) 38,096 1,918 — 38,831 Income tax benefit (expense) 5,433 (49,046 ) (414 ) — (44,027 ) Income (loss) from continuing operations 4,250 (10,950 ) 1,504 — (5,196 ) Income (loss) from discontinued operations, net of tax 668 (27,833 ) 22,344 — (4,821 ) Equity in income of subsidiaries (14,935 ) 23,848 — (8,913 ) — Net income (loss) (10,017 ) (14,935 ) 23,848 (8,913 ) (10,017 ) Foreign currency translation adjustment (1) 574 — 2,753 — 3,327 Comprehensive income (loss) $ (9,443 ) $ (14,935 ) $ 26,601 $ (8,913 ) $ (6,690 ) (1) Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2015 . |
Consolidating Statements of Cash Flows | CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income $ 78,999 $ 56,407 $ 2,721 $ (59,128 ) $ 78,999 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 12,961 55,130 2,015 — 70,106 Amortization of intangible assets 7 7,573 — — 7,580 Share-based payments expense 6,984 2,520 — — 9,504 Deferred income taxes (1,559 ) (17,300 ) 301 — (18,558 ) Restructuring, impairment and related costs 57 304 — — 361 Loss from equity method investment, net 415 — — — 415 Amortization of deferred financing fees and debt discount 1,251 — — — 1,251 Gain from early extinguishment of debt (11,446 ) — — — (11,446 ) Other (242 ) (38 ) — — (280 ) Equity in income of subsidiaries (56,407 ) (2,721 ) — 59,128 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net 2,343 9,605 1,237 — 13,185 Content library — 40,849 — — 40,849 Prepaid expenses and other current assets 5,229 (207 ) 241 — 5,263 Other assets — 291 42 — 333 Accounts payable (2,539 ) (49,970 ) 49 — (52,460 ) Accrued payable to retailers (3,022 ) (5,109 ) (6,267 ) — (14,398 ) Other accrued liabilities 6,872 5,993 (1,344 ) — 11,521 Net cash flows from (used in) operating activities 39,903 103,327 (1,005 ) — 142,225 Investing Activities: Purchases of property and equipment (16,424 ) (10,989 ) (961 ) — (28,374 ) Proceeds from sale of property and equipment — 92 — — 92 Investments in and advances to affiliates 104,336 (94,347 ) (9,989 ) — — Net cash flows from (used in) investing activities 87,912 (105,244 ) (10,950 ) — (28,282 ) Financing Activities: Proceeds from new borrowing on Credit Facility 176,000 — — — 176,000 Principal payments on Credit Facility (244,000 ) — — — (244,000 ) Repurchases of notes (47,507 ) — — — (47,507 ) Dividends paid (15,122 ) — — — (15,122 ) Principal payments on capital lease obligations and other debt (2,902 ) — (175 ) — (3,077 ) Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,472 ) — — — (1,472 ) Net cash flows used in financing activities (135,003 ) — (175 ) — (135,178 ) Effect of exchange rate changes on cash (250 ) — (2,016 ) — (2,266 ) Increase (decrease) in cash and cash equivalents (7,438 ) (1,917 ) (14,146 ) — (23,501 ) Cash and cash equivalents: Beginning of period 160,167 19,372 43,010 — 222,549 End of period $ 152,729 $ 17,455 $ 28,864 $ — $ 199,048 CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income $ (10,017 ) $ (14,935 ) $ 23,848 $ (8,913 ) $ (10,017 ) Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 12,700 74,892 6,126 — 93,718 Amortization of intangible assets 7 6,611 44 — 6,662 Share-based payments expense 3,681 3,511 — — 7,192 Windfall excess tax benefits related to share-based payments (686 ) — — — (686 ) Deferred income taxes (8,029 ) (3,903 ) 7,993 — (3,939 ) Restructuring, impairment and related costs 136 1,544 — — 1,680 Loss from equity method investments, net 265 — — — 265 Amortization of deferred financing fees and debt discount 1,385 — — — 1,385 Goodwill impairment — 85,890 — — 85,890 Other (265 ) 176 (727 ) — (816 ) Equity in income of subsidiaries 14,935 (23,848 ) — 8,913 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net (357 ) 14,773 661 — 15,077 Content library — 31,236 3,423 — 34,659 Prepaid expenses and other current assets (17,957 ) (4,455 ) 330 — (22,082 ) Other assets 47 245 30 — 322 Accounts payable (2,022 ) (13,438 ) (2,237 ) — (17,697 ) Accrued payable to retailers 479 (10,682 ) (1,307 ) — (11,510 ) Other accrued liabilities 1,674 426 (988 ) — 1,112 Net cash flows from (used in) operating activities (1) (4,024 ) 148,043 37,196 — 181,215 Investing Activities: Purchases of property and equipment (13,869 ) (25,818 ) (530 ) — (40,217 ) Proceeds from sale of property and equipment 17 2,923 — — 2,940 Investments in and advances to affiliates 161,753 (119,126 ) (42,627 ) — — Net cash flows from (used in) investing activities (1) 147,901 (142,021 ) (43,157 ) — (37,277 ) Financing Activities: Proceeds from new borrowing on Credit Facility 112,000 — — — 112,000 Principal payments on Credit Facility (185,750 ) — — — (185,750 ) Dividends paid (11,019 ) — — — (11,019 ) Repurchases of common stock (62,731 ) — — — (62,731 ) Principal payments on capital lease obligations and other debt (6,080 ) — (198 ) — (6,278 ) Windfall excess tax benefits related to share-based payments 686 — — — 686 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,201 ) — — — (1,201 ) Net cash flows used in financing activities (1) (154,095 ) — (198 ) — (154,293 ) Effect of exchange rate changes on cash 574 — 4,793 — 5,367 Decrease in cash and cash equivalents (9,644 ) 6,022 (1,366 ) — (4,988 ) Cash and cash equivalents: Beginning of period 180,889 17,939 43,868 — 242,696 End of period $ 171,245 $ 23,961 $ 42,502 $ — $ 237,708 (1) During the first quarter of 2015 we discontinued our Redbox operations in Canada. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented. See Note 10: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. |
Basis of Presentation and Pri39
Basis of Presentation and Principles of Consolidation (Narrative) (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassification of unamortized deferred financing fees | $ 3.8 |
Organization and Business (Deta
Organization and Business (Details) | Jun. 30, 2016locationKiosk |
Organization And Business [Line Items] | |
Kiosks | Kiosk | 63,240 |
Locations | location | 54,500 |
Redbox | |
Organization And Business [Line Items] | |
Kiosks | Kiosk | 39,970 |
Locations | location | 32,710 |
Coinstar | |
Organization And Business [Line Items] | |
Kiosks | Kiosk | 20,810 |
Locations | location | 19,560 |
ecoATM | |
Organization And Business [Line Items] | |
Kiosks | Kiosk | 2,460 |
Locations | location | 2,230 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | $ 199,048 | $ 198,850 | $ 222,549 | $ 237,708 | $ 197,934 | $ 242,696 |
Cash equivalents, at carrying value | 5,100 | 2,700 | ||||
Cash identified for settling accrued payable to retailer partners | 74,700 | 83,300 | ||||
United States | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | 41,700 | 46,200 | ||||
Foreign Financial Institutions | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | $ 7,700 | $ 9,000 |
Prepaid Expenses and Other Cu42
Prepaid Expenses and Other Current Assets and Other Accrued Liabilities (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Spare parts | $ 11,616 | $ 9,780 |
Licenses | 5,744 | 6,394 |
Electronic devices inventory | 10,427 | 7,846 |
Income taxes receivable | 1,953 | 9,517 |
Prepaid rent | 1,365 | 1,043 |
DVD cases and labels | 1,648 | 1,371 |
Other | 14,369 | 15,417 |
Total prepaid and other current assets | $ 47,122 | $ 51,368 |
Prepaid Expenses and Other Cu43
Prepaid Expenses and Other Current Assets and Other Accrued Liabilities (Schedule of Other Accrued Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Payroll related expenses | $ 34,779 | $ 40,676 |
Studio revenue share and other content related expenses | 36,052 | 28,964 |
Business taxes | 15,591 | 16,080 |
Insurance | 13,549 | 13,594 |
Deferred revenue | 12,498 | 11,201 |
Income taxes payable | 13,372 | 16 |
Accrued interest expense | 6,192 | 6,913 |
Accrued early lease termination and sublease expenses | 3,859 | 4,991 |
Service contract provider expenses | 5,288 | 4,070 |
Deferred rent expense | 2,044 | 1,728 |
Other | 12,123 | 13,204 |
Total other accrued liabilities | $ 155,347 | $ 141,437 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,393,011 | $ 1,391,545 |
Accumulated depreciation and amortization | (1,122,597) | (1,075,532) |
Property and equipment, net | 270,414 | 316,013 |
Kiosks and components | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,162,872 | 1,163,210 |
Computers, servers, and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 195,809 | 193,507 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 22,497 | 22,663 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 7,248 | 7,047 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 4,585 | $ 5,118 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 473,417 | $ 473,417 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets (Gross Amount Of Other Intangible Assets And The Related Accumulated Amortization) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 59,517 | $ 67,097 |
Retailer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 53,295 | 53,295 |
Accumulated amortization | (29,217) | (27,212) |
Intangible assets, net | $ 24,078 | 26,083 |
Retailer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Retailer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 10 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 36,000 | 36,000 |
Accumulated amortization | (20,277) | (16,544) |
Intangible assets, net | $ 15,723 | 19,456 |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | |
Developed technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 20,000 | 20,000 |
Accumulated amortization | (4,433) | (3,133) |
Intangible assets, net | $ 15,567 | 16,867 |
Trade names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Trade names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 10 years | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 10,800 | 10,800 |
Accumulated amortization | (6,651) | (6,109) |
Intangible assets, net | $ 4,149 | $ 4,691 |
Other | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 1 year | |
Other | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 40 years |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Amortization Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 3,790 | $ 3,309 | $ 7,580 | $ 6,662 |
Less: amortization included in discontinued operations | 0 | 0 | 0 | (44) |
Amortization of intangible assets | 3,790 | 3,309 | 7,580 | 6,618 |
Retailer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 1,002 | 1,003 | 2,005 | 2,006 |
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 1,867 | 1,700 | 3,733 | 3,400 |
Trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 650 | 300 | 1,300 | 600 |
Other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 271 | $ 306 | $ 542 | $ 656 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets (Future Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 7,580 | |
2,017 | 15,160 | |
2,018 | 11,598 | |
2,019 | 6,213 | |
2,020 | 5,819 | |
Thereafter | 13,147 | |
Intangible assets, net | $ 59,517 | $ 67,097 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | $ 85,890 | $ 0 | $ 85,890 |
Debt and Other Long-Term Liab50
Debt and Other Long-Term Liabilities (Schedule Of Debt And Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Debt | |||
Principal | $ 758,587 | $ 886,283 | |
Unamortized discount and deferred financing fees | [1] | (8,348) | (10,413) |
Total | 750,239 | 875,870 | |
Less: current portion | (15,000) | (13,125) | |
Total long-term portion | 735,239 | 862,745 | |
Other Liabilities | |||
Capital Lease Obligations | 5,531 | 5,889 | |
Capital Lease Obligations, Current | (3,418) | (4,006) | |
Capital Lease Obligations, Noncurrent | 2,113 | 1,883 | |
Asset Retirement Obligations | 9,438 | 9,412 | |
Asset Retirement Obligation, Current | 0 | 0 | |
Asset Retirement Obligations, Noncurrent | 9,438 | 9,412 | |
Other Long-term Liabilities | 19,780 | 19,477 | |
Other Long-term Liabilities, Current | 0 | 0 | |
Other Long-term Liabilities, Noncurrent | 19,780 | 19,477 | |
Long-term debt and other long-term liabilities | 784,988 | 910,648 | |
Current portion of long-term debt and other long-term liabilities | (18,418) | (17,131) | |
Long-term debt and other long-term liabilities | 766,570 | 893,517 | |
Senior Notes | Senior Unsecured Notes due 2019 | |||
Debt | |||
Principal | 320,614 | 350,000 | |
Unamortized discount and deferred financing fees | [1] | (2,922) | (3,770) |
Total | 317,692 | 346,230 | |
Less: current portion | 0 | 0 | |
Total long-term portion | 317,692 | 346,230 | |
Senior Notes | Senior Unsecured Notes due 2021 | |||
Debt | |||
Principal | 228,598 | 258,908 | |
Unamortized discount and deferred financing fees | [1] | (3,234) | (4,083) |
Total | 225,364 | 254,825 | |
Less: current portion | 0 | 0 | |
Total long-term portion | 225,364 | 254,825 | |
Term Loans | Credit Facility | |||
Debt | |||
Principal | 129,375 | 136,875 | |
Unamortized discount and deferred financing fees | [1] | (224) | (260) |
Total | 129,151 | 136,615 | |
Less: current portion | (15,000) | (13,125) | |
Total long-term portion | 114,151 | 123,490 | |
Revolving Line of Credit | Credit Facility | |||
Debt | |||
Principal | 80,000 | 140,500 | |
Unamortized discount and deferred financing fees | [1] | (1,968) | (2,300) |
Total | 78,032 | 138,200 | |
Less: current portion | 0 | 0 | |
Total long-term portion | $ 78,032 | $ 138,200 | |
[1] | As described in Note 1: Basis of Presentation and Principles of Consolidation, we adopted ASU 2015-03 and 2015-15 in the first quarter of 2016 and have applied the guidance to our Senior Notes and Credit Facility. Under this guidance, we are now presenting unamortized deferred financing fees as a direct deduction from the associated debt liability. Historically, unamortized deferred financing fees were included in other non-current assets. This adoption resulted in the reclassification of $3.8 million of unamortized deferred financing fees as of December 31, 2015, from other non-current assets to long-term debt in our Consolidated Balance Sheets. Deferred financing fees are amortized on a straight line basis over the life of the related loan. |
Debt and Other Long-Term Liab51
Debt and Other Long-Term Liabilities (Schedule Of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Long-term Debt, Unclassified [Abstract] | ||||
Cash interest expense | $ 10,141 | $ 11,499 | $ 20,795 | $ 22,894 |
Amortization of debt discount and deferred financing fees | 613 | 692 | 1,251 | 1,385 |
Total cash and non-cash interest expense | 10,754 | 12,191 | 22,046 | 24,279 |
Gain from early extinguishment of debt | (418) | 0 | (11,446) | 0 |
Total interest expense | $ 10,336 | $ 12,191 | $ 10,600 | $ 24,279 |
Debt and Other Long-Term Liab52
Debt and Other Long-Term Liabilities (Schedule of Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total | $ 758,587 | $ 886,283 |
Credit Facility | Term Loans | ||
Line of Credit Facility [Line Items] | ||
Remainder of 2016 | 7,500 | |
2,017 | 15,000 | |
2,018 | 20,625 | |
2,019 | 86,250 | |
Total | $ 129,375 | $ 136,875 |
Debt and Other Long-Term Liab53
Debt and Other Long-Term Liabilities (Narrative) (Details) $ in Thousands | Jun. 09, 2014USD ($) | Mar. 12, 2013USD ($) | Jun. 30, 2016USD ($)note | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)note | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Reclassification of unamortized deferred financing fees | $ 3,800 | |||||
Gains (losses) from early extinguishment of debt | $ 418 | $ 0 | $ 11,446 | $ 0 | ||
Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate on amounts outstanding under the credit facility | 2.20% | 2.20% | ||||
Credit Facility | Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 150,000 | $ 150,000 | ||||
Credit Facility | Revolving Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 600,000 | 600,000 | ||||
Sublimit for issuance of letters of credit | 75,000 | 75,000 | ||||
Sublimit for swingline loans | 50,000 | 50,000 | ||||
Sublimit for loans in certain foreign countries | 75,000 | 75,000 | ||||
Line of credit facility, option to increase borrowing capacity | $ 200,000 | $ 200,000 | ||||
Senior Unsecured Notes due 2019 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt | $ 350,000 | |||||
Interest rate | 6.00% | |||||
Proceeds from issuance of senior unsecured notes | $ 343,800 | |||||
Number of senior notes repurchased | note | 0 | 29,386 | ||||
Face value of debt extinguished | $ 29,400 | |||||
Repurchase amount in cash | $ 23,400 | |||||
Gains (losses) from early extinguishment of debt | $ 5,600 | |||||
Senior Unsecured Notes due 2021 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt | $ 300,000 | |||||
Interest rate | 5.875% | |||||
Proceeds from issuance of senior unsecured notes | $ 294,000 | |||||
Number of senior notes repurchased | note | 2,635 | 30,310 | ||||
Face value of debt extinguished | $ 2,600 | $ 30,300 | ||||
Repurchase amount in cash | 2,200 | 24,100 | ||||
Gains (losses) from early extinguishment of debt | $ 400 | $ 5,800 |
Share-Based Payments (Schedule
Share-Based Payments (Schedule Of Information Regarding Share-Based Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payments expense | $ 5,298 | $ 3,320 | $ 9,690 | $ 7,261 |
Tax benefit on share-based payments expense | 2,066 | 1,289 | 3,774 | 2,807 |
Share-based compensation - stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payments expense | 33 | 40 | 80 | 181 |
Share-based compensation - restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payments expense | 4,452 | 2,039 | 7,982 | 4,598 |
Share-based payments for content arrangements | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payments expense | $ 813 | $ 1,241 | $ 1,628 | $ 2,482 |
Share-Based Payments (Schedul55
Share-Based Payments (Schedule Of Unrecognized Compensation Cost And Weighted-Average Remaining Life) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Share-Based Payments Expense | $ 19,696 |
Share-based compensation - stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Share-Based Payments Expense | $ 83 |
Weighted-Average Remaining Life | 8 months 13 days |
Share-based compensation - restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Share-Based Payments Expense | $ 18,349 |
Weighted-Average Remaining Life | 2 years 4 months 23 days |
Share-based payments for content arrangements | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Share-Based Payments Expense | $ 1,264 |
Weighted-Average Remaining Life | 4 months 23 days |
Share-Based Payments (Summary O
Share-Based Payments (Summary Of Restricted Stock Award Activity) (Details) - Share-based compensation - restricted stock shares in Thousands | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested, beginning of year (in shares) | shares | 556 |
Granted (in shares) | shares | 746 |
Vested (in shares) | shares | (155) |
Forfeited (in shares) | shares | (148) |
Non-vested, end of period (in shares) | shares | 999 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
NON-VESTED, Beginning of year, weighted average grant date fair value (in usd per share) | $ / shares | $ 65.86 |
Per share weighted average grant date fair value of restricted stock granted (in usd per share) | $ / shares | 26.86 |
Vested, weighted average grant date fair value (in usd per share) | $ / shares | 64.45 |
Forfeited, weighted average grant date fair value (in usd per share) | $ / shares | 50.73 |
NON-VESTED, end of period, weighted average grant date fair value (in usd per share) | $ / shares | $ 39.21 |
Share-Based Payments (Rights to
Share-Based Payments (Rights to Receive Cash) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remaining total expected expense | $ 19,696 |
ecoATM | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remainder of 2016 | 594 |
2,017 | 146 |
Remaining total expected expense | $ 740 |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2016 | Jun. 30, 2016 | |
ecoATM | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Expense associated with the issuance of rights to receive cash | $ 0.8 | |
Share-based compensation - stock options | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based compensation - stock option granted | 0 | |
Share-based compensation - restricted stock | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Granted (in shares) | 746,000 | |
Paramount | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Granted (in shares) | 50,000 | |
Awards Granted To Employees And Executives | Share-based compensation - restricted stock | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based payment award vesting period, years | 3 years | |
Awards Granted To Employees And Executives | Share-based compensation - restricted stock | Award vests one year from the grant date | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based payment award, percentage | 25.00% | |
Awards Granted To Employees And Executives | Share-based compensation - restricted stock | Award vests two years from the grant date | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based payment award, percentage | 25.00% | |
Awards Granted To Employees And Executives | Share-based compensation - restricted stock | Award vests three years from the grant date | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based payment award, percentage | 50.00% | |
Awards Granted To Non Employee Directors | Share-based compensation - restricted stock | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based payment award vesting period, years | 1 year | |
Performance-based Restricted Stock Awards Granted to Executives | Share-based compensation - restricted stock | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based payment award vesting period, years | 3 years |
Restructuring (Components of Re
Restructuring (Components of Restructuring Charges) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring costs in continuing operations | $ 401 | $ 0 | $ 3,676 | $ 8,911 |
Impairment of lease related assets | 0 | 0 | 0 | 6,940 |
Total restructuring and lease termination costs from continuing operations | 401 | 0 | 3,676 | 15,851 |
Redbox | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | 14 | 0 | 2,125 | 3,701 |
Lease termination and related costs (excluding related asset impairments) | 0 | 0 | 297 | 4,567 |
Total restructuring costs in continuing operations | 14 | 0 | 2,422 | 8,268 |
Coinstar | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | 3 | 0 | 408 | 492 |
Lease termination and related costs (excluding related asset impairments) | 0 | 0 | 57 | 24 |
Total restructuring costs in continuing operations | 3 | 0 | 465 | 516 |
ecoATM | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | 384 | 0 | 782 | 127 |
Lease termination and related costs (excluding related asset impairments) | 0 | 0 | 7 | 0 |
Total restructuring costs in continuing operations | $ 384 | $ 0 | $ 789 | $ 127 |
Restructuring (Schedule of Begi
Restructuring (Schedule of Beginning and End Liability Balance and Expense by Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Costs charged to expense | $ 401 | $ 0 | $ 3,676 | $ 8,911 |
Severance Expense | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 1,385 | |||
Costs charged to expense | 3,315 | |||
Costs paid or otherwise settled | (4,629) | |||
Restructuring reserve, ending balance | 71 | 71 | ||
Lease Termination Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 4,991 | |||
Costs charged to expense | 361 | |||
Costs paid or otherwise settled | (1,493) | |||
Restructuring reserve, ending balance | $ 3,859 | $ 3,859 |
Discontinued Operations (Income
Discontinued Operations (Income Statement Disclosures of Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Amortization of intangible assets | $ 0 | $ 0 | $ 0 | $ 44 | |
Net income (loss) on discontinued operations | $ 0 | 1,735 | $ 0 | (4,821) | |
Redbox Canada | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | 0 | 1,557 | |||
Direct operating | 35 | 4,304 | |||
Marketing | (17) | 112 | |||
General and administrative | 35 | 154 | |||
Restructuring and related costs | 0 | 522 | |||
Depreciation and other | 0 | 5,858 | |||
Amortization of intangible assets | 0 | 44 | |||
Other expense, net | 166 | (4,329) | |||
Pretax gain (loss) of discontinued operations related to major classes of pretax loss | 113 | (13,766) | |||
Income tax benefit | [1] | 1,622 | 8,945 | ||
Net income (loss) on discontinued operations | $ 1,735 | $ (4,821) | |||
[1] | The income tax benefit for the three months and six months ended June 30, 2015 includes a benefit on the rate differential between the U.S. and Canada. |
Discontinued Operations (Signif
Discontinued Operations (Significant Operating and Investing Cash Flow Activity of Discontinued Operations) (Details) - Redbox Canada - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net income (loss) on discontinued operations | $ 1,735 | $ (4,821) |
Depreciation and amortization | 0 | 5,902 |
Content library | 148 | 3,212 |
Prepaid and other current assets | 690 | 1,234 |
Accounts payable | (1,095) | (2,716) |
Accrued payables to retailers | 0 | (155) |
Other accrued liabilities | (585) | (617) |
Net cash flows from operating activities | 893 | 2,039 |
Purchase of property, plant and equipment | 0 | (278) |
Total cash flows used in investing activities | $ 0 | $ (278) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Earnings Per Share [Abstract] | |||||
Income (loss) from continuing operations | $ 40,548 | $ (47,351) | $ 78,999 | $ (5,196) | |
Income (loss) from discontinued operations, net of tax | 0 | 1,735 | 0 | (4,821) | |
Net income (loss) | 40,548 | (45,616) | 78,999 | (10,017) | |
Dividends and undistributed income allocated to participating shares | (1,933) | (121) | (3,334) | (269) | |
Income from continuing operations to common shares - basic | 38,615 | (47,472) | 75,665 | (5,465) | |
Effect of reallocating undistributed income from continuing operations to participating shares | 11 | 0 | 16 | 0 | |
Income from continuing operations to common shares - diluted | $ 38,626 | $ (47,472) | $ 75,681 | $ (5,465) | |
Weighted average common shares - basic (in shares) | 16,149 | 17,848 | 16,122 | 18,057 | |
Dilutive effect of share-based payment awards (in shares) | 95 | 0 | 94 | 0 | |
Weighted average common shares - diluted (in shares) | [1] | 16,244 | 17,848 | 16,216 | 18,057 |
Basic earnings (loss) per common share: | |||||
Continuing operations (in usd per share) | $ 2.39 | $ (2.66) | $ 4.69 | $ (0.30) | |
Discontinued operations (in usd per share) | 0 | 0.10 | 0 | (0.27) | |
Basic earnings (loss) per common share (in usd per share) | 2.39 | (2.56) | 4.69 | (0.57) | |
Diluted earnings (loss) per common share: | |||||
Continuing operations (in usd per share) | 2.38 | (2.66) | 4.67 | (0.30) | |
Discontinued operations (in usd per share) | 0 | 0.10 | 0 | (0.27) | |
Diluted earnings (loss) per common share (in usd per share) | $ 2.38 | $ (2.56) | $ 4.67 | $ (0.57) | |
Stock options and share-based awards not included in diluted EPS calculation because their effect would have be antidilutive (in shares) | 248 | 14 | 121 | 16 | |
[1] | Participating securities were included in the calculation of diluted earnings per share using the two-class method, as this calculation was more dilutive than the calculation using the treasury stock method. |
Business Segments and Enterpr64
Business Segments and Enterprise-Wide Information (Schedule Of Segment Performance) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 518,027 | $ 545,369 | $ 1,053,983 | $ 1,154,005 | |
Expenses: | |||||
Direct operating | [1] | 351,581 | 369,619 | 727,548 | 774,803 |
Marketing | 7,422 | 8,047 | 16,644 | 16,467 | |
Research and development | 1,317 | 2,039 | 2,362 | 4,123 | |
General and administrative | 47,681 | 48,783 | 95,451 | 97,339 | |
Restructuring and related costs (Note 9) | 401 | 0 | 3,676 | 15,851 | |
Goodwill impairment | 0 | 85,890 | 0 | 85,890 | |
Segment operating income (loss) | 109,625 | 30,991 | 208,302 | 159,532 | |
Less: depreciation, amortization and other | (37,778) | (48,483) | (77,686) | (94,478) | |
Operating income (loss) | 71,847 | (17,492) | 130,616 | 65,054 | |
Loss from equity method investments, net | (208) | (133) | (415) | (265) | |
Interest expense, net | (10,301) | (12,183) | (10,543) | (24,254) | |
Other, net | 223 | 642 | 1,452 | (1,704) | |
Income (loss) from continuing operations before income taxes | 61,561 | (29,166) | 121,110 | 38,831 | |
Operating Segments | Redbox | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 389,059 | 438,976 | 810,547 | 958,509 | |
Expenses: | |||||
Direct operating | 271,731 | 301,444 | 570,732 | 644,379 | |
Marketing | 3,919 | 4,266 | 7,743 | 9,091 | |
Research and development | 0 | 0 | 0 | 0 | |
General and administrative | 31,325 | 34,336 | 63,354 | 68,071 | |
Restructuring and related costs (Note 9) | 14 | 2,422 | 15,174 | ||
Goodwill impairment | 0 | 0 | |||
Segment operating income (loss) | 82,070 | 98,930 | 166,296 | 221,794 | |
Less: depreciation, amortization and other | (21,806) | (33,063) | (46,101) | (64,670) | |
Operating income (loss) | 60,264 | 65,867 | 120,195 | 157,124 | |
Loss from equity method investments, net | 0 | 0 | 0 | 0 | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Other, net | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations before income taxes | 60,264 | 65,867 | 120,195 | 157,124 | |
Operating Segments | Coinstar | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 84,168 | 80,279 | 156,547 | 149,609 | |
Expenses: | |||||
Direct operating | 42,095 | 39,358 | 80,740 | 76,621 | |
Marketing | 399 | 1,232 | 1,174 | 2,410 | |
Research and development | 0 | 0 | 0 | 0 | |
General and administrative | 8,494 | 7,768 | 16,358 | 15,563 | |
Restructuring and related costs (Note 9) | 3 | 465 | 550 | ||
Goodwill impairment | 0 | 0 | |||
Segment operating income (loss) | 33,177 | 31,921 | 57,810 | 54,465 | |
Less: depreciation, amortization and other | (7,595) | (8,437) | (15,004) | (16,255) | |
Operating income (loss) | 25,582 | 23,484 | 42,806 | 38,210 | |
Loss from equity method investments, net | 0 | 0 | 0 | 0 | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Other, net | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations before income taxes | 25,582 | 23,484 | 42,806 | 38,210 | |
Operating Segments | ecoATM | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 44,800 | 26,062 | 86,889 | 45,811 | |
Expenses: | |||||
Direct operating | 37,291 | 27,227 | 75,185 | 50,033 | |
Marketing | 3,058 | 2,149 | 7,638 | 3,879 | |
Research and development | 1,194 | 1,549 | 2,129 | 3,005 | |
General and administrative | 3,573 | 2,094 | 7,575 | 4,062 | |
Restructuring and related costs (Note 9) | 384 | 789 | 127 | ||
Goodwill impairment | 85,890 | 85,890 | |||
Segment operating income (loss) | (700) | (92,847) | (6,427) | (101,185) | |
Less: depreciation, amortization and other | (8,398) | (6,305) | (16,602) | (12,207) | |
Operating income (loss) | (9,098) | (99,152) | (23,029) | (113,392) | |
Loss from equity method investments, net | 0 | 0 | 0 | 0 | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Other, net | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations before income taxes | (9,098) | (99,152) | (23,029) | (113,392) | |
Operating Segments | All Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 52 | 0 | 76 | |
Expenses: | |||||
Direct operating | 83 | 1,078 | 169 | 2,269 | |
Marketing | 7 | 258 | 12 | 578 | |
Research and development | 0 | 1 | 0 | (84) | |
General and administrative | 2 | 2,644 | 349 | 5,151 | |
Restructuring and related costs (Note 9) | 0 | 0 | 0 | ||
Goodwill impairment | 0 | 0 | |||
Segment operating income (loss) | (92) | (3,929) | (530) | (7,838) | |
Less: depreciation, amortization and other | 21 | (678) | 21 | (1,346) | |
Operating income (loss) | (71) | (4,607) | (509) | (9,184) | |
Loss from equity method investments, net | 0 | 0 | 0 | 0 | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Other, net | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations before income taxes | (71) | (4,607) | (509) | (9,184) | |
Corporate Unallocated | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Expenses: | |||||
Direct operating | 381 | 512 | 722 | 1,501 | |
Marketing | 39 | 142 | 77 | 509 | |
Research and development | 123 | 489 | 233 | 1,202 | |
General and administrative | 4,287 | 1,941 | 7,815 | 4,492 | |
Restructuring and related costs (Note 9) | 0 | 0 | 0 | ||
Goodwill impairment | 0 | 0 | |||
Segment operating income (loss) | (4,830) | (3,084) | (8,847) | (7,704) | |
Less: depreciation, amortization and other | 0 | 0 | 0 | 0 | |
Operating income (loss) | (4,830) | (3,084) | (8,847) | (7,704) | |
Loss from equity method investments, net | (208) | (133) | (415) | (265) | |
Interest expense, net | (10,301) | (12,183) | (10,543) | (24,254) | |
Other, net | 223 | 642 | 1,452 | (1,704) | |
Income (loss) from continuing operations before income taxes | $ (15,116) | $ (14,758) | $ (18,353) | $ (33,927) | |
[1] | “Direct operating” excludes depreciation and other of $24.9 million and $51.1 million for the three and six months ended June 30, 2016, respectively, and $29.6 million and $58.0 million for the three and six months ended June 30, 2015, respectively. |
Business Segments and Enterpr65
Business Segments and Enterprise-Wide Information (Schedule Of Contributions By Major Customers) (Details) - Customer Concentration Risk - Sales Revenue, Net | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Wal-Mart Stores Inc. | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue contributed by major customers | 16.70% | 16.40% | 16.40% | 16.40% |
Walgreen Co. | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue contributed by major customers | 12.40% | 13.50% | 13.10% | 14.00% |
The Kroger Company | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue contributed by major customers | 9.60% | 10.00% | 9.60% | 9.90% |
Fair Value (Assets And Liabilit
Fair Value (Assets And Liabilities Measured At Fair Value) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market demand accounts and investment grade fixed income securities | $ 5,100 | $ 2,700 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market demand accounts and investment grade fixed income securities | $ 5,056 | $ 2,743 |
Fair Value (Fair Value of the 2
Fair Value (Fair Value of the 2019 Notes and 2021 Notes) (Details) - Senior Notes - Level 2 - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Senior Unsecured Notes due 2019 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Estimated fair value of senior unsecured notes | $ 293,000 | $ 312,000 |
Senior Unsecured Notes due 2021 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Estimated fair value of senior unsecured notes | $ 194,000 | $ 213,000 |
Commitments and Contingencies68
Commitments and Contingencies (Estimated Commitments from License Agreements) (Details) - Licensing Agreements $ in Thousands | Jun. 30, 2016USD ($) |
Total Estimated Movie Content Commitments [Line Items] | |
Total estimated movie content commitments | $ 460,681 |
Remaining in 2016 | 226,902 |
2,017 | 224,136 |
2,018 | $ 9,643 |
Commitments and Contingencies69
Commitments and Contingencies (Narrative) (Details) | Jun. 30, 2016USD ($) |
Pending Litigation | |
Long-term Purchase Commitment [Line Items] | |
Loss contingency accrual | $ 0 |
Guarantor Subsidiaries (Condens
Guarantor Subsidiaries (Condensed Consolidating Balance Sheets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||||||
Cash and cash equivalents | $ 199,048 | $ 198,850 | $ 222,549 | $ 237,708 | $ 197,934 | $ 242,696 |
Accounts receivable, net of allowances | 25,386 | 38,464 | ||||
Content library | 147,815 | 188,490 | ||||
Prepaid expenses and other current assets | 47,122 | 51,368 | ||||
Intercompany receivables | 0 | 0 | ||||
Total current assets | 419,371 | 500,871 | ||||
Property and equipment, net | 270,414 | 316,013 | ||||
Deferred income taxes | 2,456 | 2,606 | ||||
Goodwill and other intangible assets, net | 532,934 | 540,514 | ||||
Other long-term assets | 1,489 | 2,207 | ||||
Investment in related parties | 0 | 0 | ||||
Total assets | 1,226,664 | 1,362,211 | ||||
Current Liabilities: | ||||||
Accounts payable | 126,654 | 184,010 | ||||
Accrued payable to retailers | 100,332 | 115,098 | ||||
Other accrued liabilities | 155,347 | 141,437 | ||||
Current portion of long-term debt and other long-term liabilities | 18,418 | 17,131 | ||||
Intercompany payables | 0 | 0 | ||||
Total current liabilities | 400,751 | 457,676 | ||||
Long-term debt and other long-term liabilities | 766,570 | 893,517 | ||||
Deferred income taxes | 13,442 | 33,092 | ||||
Total liabilities | 1,180,763 | 1,384,285 | ||||
Commitments and contingencies | ||||||
Stockholders’ Equity (Deficit): | ||||||
Preferred Stock | 0 | 0 | ||||
Common stock | 489,879 | 485,163 | ||||
Treasury stock | (1,149,261) | (1,151,063) | ||||
Retained earnings | 707,138 | 643,452 | ||||
Accumulated other comprehensive income (loss) | (1,855) | 374 | ||||
Total stockholders’ equity (deficit) | 45,901 | $ 2,200 | (22,074) | |||
Total liabilities and stockholders’ equity (deficit) | 1,226,664 | 1,362,211 | ||||
Eliminations and Consolidation Reclassifications | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||
Accounts receivable, net of allowances | 0 | 0 | ||||
Content library | 0 | 0 | ||||
Prepaid expenses and other current assets | 0 | 0 | ||||
Intercompany receivables | (652,985) | (564,076) | ||||
Total current assets | (652,985) | (564,076) | ||||
Property and equipment, net | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Goodwill and other intangible assets, net | 0 | 0 | ||||
Other long-term assets | 0 | 0 | ||||
Investment in related parties | (1,002,752) | (949,254) | ||||
Total assets | (1,655,737) | (1,513,330) | ||||
Current Liabilities: | ||||||
Accounts payable | 0 | 0 | ||||
Accrued payable to retailers | 0 | 0 | ||||
Other accrued liabilities | 0 | 0 | ||||
Current portion of long-term debt and other long-term liabilities | 0 | 0 | ||||
Intercompany payables | (652,985) | (564,076) | ||||
Total current liabilities | (652,985) | (564,076) | ||||
Long-term debt and other long-term liabilities | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Total liabilities | (652,985) | (564,076) | ||||
Stockholders’ Equity (Deficit): | ||||||
Preferred Stock | (3,000) | (3,000) | ||||
Common stock | (371,660) | (371,875) | ||||
Treasury stock | 0 | 0 | ||||
Retained earnings | (628,092) | (574,379) | ||||
Accumulated other comprehensive income (loss) | 0 | 0 | ||||
Total stockholders’ equity (deficit) | (1,002,752) | (949,254) | ||||
Total liabilities and stockholders’ equity (deficit) | (1,655,737) | (1,513,330) | ||||
Outerwall Inc. | Reportable Legal Entities | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 152,729 | 160,167 | 171,245 | 180,889 | ||
Accounts receivable, net of allowances | 1,640 | 3,983 | ||||
Content library | 0 | 0 | ||||
Prepaid expenses and other current assets | 12,501 | 17,720 | ||||
Intercompany receivables | 15,212 | 35,654 | ||||
Total current assets | 182,082 | 217,524 | ||||
Property and equipment, net | 87,236 | 97,659 | ||||
Deferred income taxes | 0 | 0 | ||||
Goodwill and other intangible assets, net | 249,696 | 249,703 | ||||
Other long-term assets | 377 | 747 | ||||
Investment in related parties | 974,379 | 921,456 | ||||
Total assets | 1,493,770 | 1,487,089 | ||||
Current Liabilities: | ||||||
Accounts payable | 8,857 | 16,127 | ||||
Accrued payable to retailers | 68,924 | 71,947 | ||||
Other accrued liabilities | 65,424 | 57,025 | ||||
Current portion of long-term debt and other long-term liabilities | 18,193 | 16,832 | ||||
Intercompany payables | 527,722 | 459,789 | ||||
Total current liabilities | 689,120 | 621,720 | ||||
Long-term debt and other long-term liabilities | 747,114 | 873,476 | ||||
Deferred income taxes | 11,634 | 13,965 | ||||
Total liabilities | 1,447,868 | 1,509,161 | ||||
Stockholders’ Equity (Deficit): | ||||||
Preferred Stock | 0 | 0 | ||||
Common stock | 604,392 | 599,675 | ||||
Treasury stock | (1,149,261) | (1,151,063) | ||||
Retained earnings | 591,844 | 530,140 | ||||
Accumulated other comprehensive income (loss) | (1,073) | (824) | ||||
Total stockholders’ equity (deficit) | 45,902 | (22,072) | ||||
Total liabilities and stockholders’ equity (deficit) | 1,493,770 | 1,487,089 | ||||
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 17,455 | 19,372 | 23,961 | 17,939 | ||
Accounts receivable, net of allowances | 23,663 | 33,269 | ||||
Content library | 147,815 | 188,490 | ||||
Prepaid expenses and other current assets | 34,291 | 33,049 | ||||
Intercompany receivables | 636,566 | 527,996 | ||||
Total current assets | 859,790 | 802,176 | ||||
Property and equipment, net | 170,440 | 204,081 | ||||
Deferred income taxes | 0 | 0 | ||||
Goodwill and other intangible assets, net | 283,238 | 290,811 | ||||
Other long-term assets | 1,001 | 1,293 | ||||
Investment in related parties | 28,373 | 27,798 | ||||
Total assets | 1,342,842 | 1,326,159 | ||||
Current Liabilities: | ||||||
Accounts payable | 117,574 | 167,694 | ||||
Accrued payable to retailers | 25,048 | 30,157 | ||||
Other accrued liabilities | 89,249 | 82,401 | ||||
Current portion of long-term debt and other long-term liabilities | 5 | 0 | ||||
Intercompany payables | 115,511 | 85,487 | ||||
Total current liabilities | 347,387 | 365,739 | ||||
Long-term debt and other long-term liabilities | 19,294 | 19,882 | ||||
Deferred income taxes | 1,784 | 19,083 | ||||
Total liabilities | 368,465 | 404,704 | ||||
Stockholders’ Equity (Deficit): | ||||||
Preferred Stock | 0 | 0 | ||||
Common stock | 252,512 | 252,727 | ||||
Treasury stock | 0 | 0 | ||||
Retained earnings | 721,865 | 668,728 | ||||
Accumulated other comprehensive income (loss) | 0 | 0 | ||||
Total stockholders’ equity (deficit) | 974,377 | 921,455 | ||||
Total liabilities and stockholders’ equity (deficit) | 1,342,842 | 1,326,159 | ||||
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 28,864 | 43,010 | $ 42,502 | $ 43,868 | ||
Accounts receivable, net of allowances | 83 | 1,212 | ||||
Content library | 0 | 0 | ||||
Prepaid expenses and other current assets | 330 | 599 | ||||
Intercompany receivables | 1,207 | 426 | ||||
Total current assets | 30,484 | 45,247 | ||||
Property and equipment, net | 12,738 | 14,273 | ||||
Deferred income taxes | 2,456 | 2,606 | ||||
Goodwill and other intangible assets, net | 0 | 0 | ||||
Other long-term assets | 111 | 167 | ||||
Investment in related parties | 0 | 0 | ||||
Total assets | 45,789 | 62,293 | ||||
Current Liabilities: | ||||||
Accounts payable | 223 | 189 | ||||
Accrued payable to retailers | 6,360 | 12,994 | ||||
Other accrued liabilities | 674 | 2,011 | ||||
Current portion of long-term debt and other long-term liabilities | 220 | 299 | ||||
Intercompany payables | 9,752 | 18,800 | ||||
Total current liabilities | 17,229 | 34,293 | ||||
Long-term debt and other long-term liabilities | 162 | 159 | ||||
Deferred income taxes | 24 | 44 | ||||
Total liabilities | 17,415 | 34,496 | ||||
Stockholders’ Equity (Deficit): | ||||||
Preferred Stock | 3,000 | 3,000 | ||||
Common stock | 4,635 | 4,636 | ||||
Treasury stock | 0 | 0 | ||||
Retained earnings | 21,521 | 18,963 | ||||
Accumulated other comprehensive income (loss) | (782) | 1,198 | ||||
Total stockholders’ equity (deficit) | 28,374 | 27,797 | ||||
Total liabilities and stockholders’ equity (deficit) | $ 45,789 | $ 62,293 |
Guarantor Subsidiaries (Conde71
Guarantor Subsidiaries (Condensed Consolidating Statements of Comprehensive Income) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||||||
Condensed Statement of Income Captions [Line Items] | |||||||||
Revenue | $ 518,027,000 | $ 545,369,000 | $ 1,053,983,000 | $ 1,154,005,000 | |||||
Expenses: | |||||||||
Direct operating | [1] | 351,581,000 | 369,619,000 | 727,548,000 | 774,803,000 | ||||
Marketing | 7,422,000 | 8,047,000 | 16,644,000 | 16,467,000 | |||||
Research and development | 1,317,000 | 2,039,000 | 2,362,000 | 4,123,000 | |||||
General and administrative | 47,681,000 | 48,783,000 | 95,451,000 | 97,339,000 | |||||
Restructuring and related costs | 401,000 | 0 | 3,676,000 | 15,851,000 | |||||
Depreciation and other | 33,988,000 | 45,174,000 | 70,106,000 | 87,860,000 | |||||
Amortization of intangible assets | 3,790,000 | 3,309,000 | 7,580,000 | 6,618,000 | |||||
Goodwill impairment | 0 | 85,890,000 | 0 | 85,890,000 | |||||
Total expenses | 446,180,000 | 562,861,000 | 923,367,000 | 1,088,951,000 | |||||
Operating income (loss) | 71,847,000 | (17,492,000) | 130,616,000 | 65,054,000 | |||||
Other income (expense), net: | |||||||||
Loss from equity method investments, net | (208,000) | (133,000) | (415,000) | (265,000) | |||||
Interest income (expense), net | (10,301,000) | (12,183,000) | (10,543,000) | (24,254,000) | |||||
Other, net | 223,000 | 642,000 | 1,452,000 | (1,704,000) | |||||
Total other income (expense), net | (10,286,000) | (11,674,000) | (9,506,000) | (26,223,000) | |||||
Income (loss) from continuing operations before income taxes | 61,561,000 | (29,166,000) | 121,110,000 | 38,831,000 | |||||
Income tax benefit (expense) | (21,013,000) | (18,185,000) | (42,111,000) | (44,027,000) | |||||
Income (loss) from continuing operations | 40,548,000 | (47,351,000) | 78,999,000 | (5,196,000) | |||||
Income (loss) from discontinued operations, net of tax | 0 | 1,735,000 | 0 | (4,821,000) | |||||
Equity in income (loss) of subsidiaries | 0 | 0 | 0 | 0 | |||||
Net income (loss) | 40,548,000 | (45,616,000) | 78,999,000 | (10,017,000) | |||||
Foreign currency translation adjustment | [2] | (1,680,000) | [3],[4] | 473,000 | [5] | (2,229,000) | [6],[7] | 3,327,000 | [8] |
Comprehensive income (loss) | 38,868,000 | (45,143,000) | 76,770,000 | (6,690,000) | |||||
Foreign currency translation adjustment, tax effect | 0 | 0 | 0 | 0 | |||||
Eliminations and Consolidation Reclassifications | |||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||
Revenue | 0 | 0 | 0 | 0 | |||||
Expenses: | |||||||||
Direct operating | 0 | 0 | 0 | 0 | |||||
Marketing | 0 | 0 | 0 | 0 | |||||
Research and development | 0 | 0 | 0 | 0 | |||||
General and administrative | 0 | 0 | 0 | 0 | |||||
Restructuring and related costs | 0 | 0 | 0 | 0 | |||||
Depreciation and other | 0 | 0 | 0 | 0 | |||||
Amortization of intangible assets | 0 | 0 | 0 | 0 | |||||
Goodwill impairment | 0 | 0 | |||||||
Total expenses | 0 | 0 | 0 | 0 | |||||
Operating income (loss) | 0 | 0 | 0 | 0 | |||||
Other income (expense), net: | |||||||||
Loss from equity method investments, net | 0 | 0 | 0 | 0 | |||||
Interest income (expense), net | 0 | 0 | 0 | 0 | |||||
Other, net | 0 | 0 | 0 | 0 | |||||
Total other income (expense), net | 0 | 0 | 0 | 0 | |||||
Income (loss) from continuing operations before income taxes | 0 | 0 | 0 | 0 | |||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | |||||
Income (loss) from continuing operations | 0 | 0 | 0 | 0 | |||||
Income (loss) from discontinued operations, net of tax | 0 | 0 | |||||||
Equity in income (loss) of subsidiaries | (30,940,000) | 49,820,000 | (59,128,000) | (8,913,000) | |||||
Net income (loss) | (30,940,000) | 49,820,000 | (59,128,000) | (8,913,000) | |||||
Foreign currency translation adjustment | 0 | [4] | 0 | [5] | 0 | [7] | 0 | [8] | |
Comprehensive income (loss) | (30,940,000) | 49,820,000 | (59,128,000) | (8,913,000) | |||||
Outerwall Inc. | Reportable Legal Entities | |||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||
Revenue | 73,700,000 | 68,687,000 | 135,946,000 | 127,497,000 | |||||
Expenses: | |||||||||
Direct operating | 37,633,000 | 35,397,000 | 71,989,000 | 69,123,000 | |||||
Marketing | 410,000 | 1,477,000 | 1,209,000 | 2,991,000 | |||||
Research and development | 0 | 1,000 | 0 | (83,000) | |||||
General and administrative | 11,949,000 | 11,767,000 | 22,863,000 | 23,823,000 | |||||
Restructuring and related costs | 3,000 | 0 | 465,000 | 551,000 | |||||
Depreciation and other | 6,547,000 | 8,051,000 | 12,961,000 | 12,700,000 | |||||
Amortization of intangible assets | 4,000 | 4,000 | 7,000 | 7,000 | |||||
Goodwill impairment | 0 | 0 | |||||||
Total expenses | 56,546,000 | 56,697,000 | 109,494,000 | 109,112,000 | |||||
Operating income (loss) | 17,154,000 | 11,990,000 | 26,452,000 | 18,385,000 | |||||
Other income (expense), net: | |||||||||
Loss from equity method investments, net | (208,000) | (133,000) | (415,000) | (265,000) | |||||
Interest income (expense), net | (2,715,000) | (12,485,000) | 5,232,000 | (24,881,000) | |||||
Other, net | 3,229,000 | 3,142,000 | 5,995,000 | 5,578,000 | |||||
Total other income (expense), net | 306,000 | (9,476,000) | 10,812,000 | (19,568,000) | |||||
Income (loss) from continuing operations before income taxes | 17,460,000 | 2,514,000 | 37,264,000 | (1,183,000) | |||||
Income tax benefit (expense) | (6,850,000) | 5,981,000 | (14,672,000) | 5,433,000 | |||||
Income (loss) from continuing operations | 10,610,000 | 8,495,000 | 22,592,000 | 4,250,000 | |||||
Income (loss) from discontinued operations, net of tax | (856,000) | 668,000 | |||||||
Equity in income (loss) of subsidiaries | 29,938,000 | (53,255,000) | 56,407,000 | (14,935,000) | |||||
Net income (loss) | 40,548,000 | (45,616,000) | 78,999,000 | (10,017,000) | |||||
Foreign currency translation adjustment | (51,000) | [4] | 638,000 | [5] | (249,000) | [7] | 574,000 | [8] | |
Comprehensive income (loss) | 40,497,000 | (44,978,000) | 78,750,000 | (9,443,000) | |||||
Combined Guarantor Subsidiaries | Reportable Legal Entities | |||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||
Revenue | 433,859,000 | 465,039,000 | 897,436,000 | 1,004,320,000 | |||||
Expenses: | |||||||||
Direct operating | 309,105,000 | 328,952,000 | 646,046,000 | 695,363,000 | |||||
Marketing | 7,010,000 | 6,543,000 | 15,433,000 | 13,449,000 | |||||
Research and development | 1,317,000 | 2,038,000 | 2,362,000 | 4,206,000 | |||||
General and administrative | 35,529,000 | 36,820,000 | 72,193,000 | 73,115,000 | |||||
Restructuring and related costs | 398,000 | 0 | 3,211,000 | 15,300,000 | |||||
Depreciation and other | 26,417,000 | 36,063,000 | 55,130,000 | 73,046,000 | |||||
Amortization of intangible assets | 3,786,000 | 3,305,000 | 7,573,000 | 6,611,000 | |||||
Goodwill impairment | 85,890,000 | 85,890,000 | |||||||
Total expenses | 383,562,000 | 499,611,000 | 801,948,000 | 966,980,000 | |||||
Operating income (loss) | 50,297,000 | (34,572,000) | 95,488,000 | 37,340,000 | |||||
Other income (expense), net: | |||||||||
Loss from equity method investments, net | 0 | 0 | 0 | 0 | |||||
Interest income (expense), net | (7,539,000) | 317,000 | (15,681,000) | 692,000 | |||||
Other, net | 122,000 | 80,000 | 509,000 | 64,000 | |||||
Total other income (expense), net | (7,417,000) | 397,000 | (15,172,000) | 756,000 | |||||
Income (loss) from continuing operations before income taxes | 42,880,000 | (34,175,000) | 80,316,000 | 38,096,000 | |||||
Income tax benefit (expense) | (13,944,000) | (23,736,000) | (26,630,000) | (49,046,000) | |||||
Income (loss) from continuing operations | 28,936,000 | (57,911,000) | 53,686,000 | (10,950,000) | |||||
Income (loss) from discontinued operations, net of tax | 1,221,000 | (27,833,000) | |||||||
Equity in income (loss) of subsidiaries | 1,002,000 | 3,435,000 | 2,721,000 | 23,848,000 | |||||
Net income (loss) | 29,938,000 | (53,255,000) | 56,407,000 | (14,935,000) | |||||
Foreign currency translation adjustment | 0 | [4] | 0 | [5] | 0 | [7] | 0 | [8] | |
Comprehensive income (loss) | 29,938,000 | (53,255,000) | 56,407,000 | (14,935,000) | |||||
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||
Revenue | 10,468,000 | 11,643,000 | 20,601,000 | 22,188,000 | |||||
Expenses: | |||||||||
Direct operating | 4,843,000 | 5,270,000 | 9,513,000 | 10,317,000 | |||||
Marketing | 2,000 | 27,000 | 2,000 | 27,000 | |||||
Research and development | 0 | 0 | 0 | 0 | |||||
General and administrative | 203,000 | 196,000 | 395,000 | 401,000 | |||||
Restructuring and related costs | 0 | 0 | 0 | 0 | |||||
Depreciation and other | 1,024,000 | 1,060,000 | 2,015,000 | 2,114,000 | |||||
Amortization of intangible assets | 0 | 0 | 0 | 0 | |||||
Goodwill impairment | 0 | 0 | |||||||
Total expenses | 6,072,000 | 6,553,000 | 11,925,000 | 12,859,000 | |||||
Operating income (loss) | 4,396,000 | 5,090,000 | 8,676,000 | 9,329,000 | |||||
Other income (expense), net: | |||||||||
Loss from equity method investments, net | 0 | 0 | 0 | 0 | |||||
Interest income (expense), net | (47,000) | (15,000) | (94,000) | (65,000) | |||||
Other, net | (3,128,000) | (2,580,000) | (5,052,000) | (7,346,000) | |||||
Total other income (expense), net | (3,175,000) | (2,595,000) | (5,146,000) | (7,411,000) | |||||
Income (loss) from continuing operations before income taxes | 1,221,000 | 2,495,000 | 3,530,000 | 1,918,000 | |||||
Income tax benefit (expense) | (219,000) | (430,000) | (809,000) | (414,000) | |||||
Income (loss) from continuing operations | 1,002,000 | 2,065,000 | 2,721,000 | 1,504,000 | |||||
Income (loss) from discontinued operations, net of tax | 1,370,000 | 22,344,000 | |||||||
Equity in income (loss) of subsidiaries | 0 | 0 | 0 | 0 | |||||
Net income (loss) | 1,002,000 | 3,435,000 | 2,721,000 | 23,848,000 | |||||
Foreign currency translation adjustment | (1,629,000) | [4] | (165,000) | [5] | (1,980,000) | [7] | 2,753,000 | [8] | |
Comprehensive income (loss) | $ (627,000) | $ 3,270,000 | $ 741,000 | $ 26,601,000 | |||||
[1] | “Direct operating” excludes depreciation and other of $24.9 million and $51.1 million for the three and six months ended June 30, 2016, respectively, and $29.6 million and $58.0 million for the three and six months ended June 30, 2015, respectively. | ||||||||
[2] | Foreign currency translation adjustment had no tax effect for the three and six months ended June 30, 2016 and 2015, respectively. | ||||||||
[3] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016. | ||||||||
[4] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2016. | ||||||||
[5] | Foreign currency translation adjustment had no tax effect for the three months ended June 30, 2015. | ||||||||
[6] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016. | ||||||||
[7] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2016. | ||||||||
[8] | Foreign currency translation adjustment had no tax effect for the six months ended June 30, 2015. |
Guarantor Subsidiaries (Conde72
Guarantor Subsidiaries (Condensed Consolidating Statements of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Operating Activities: | ||||||
Net income (loss) | $ 40,548 | $ (45,616) | $ 78,999 | $ (10,017) | ||
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
Depreciation and other | 33,988 | 45,174 | 70,106 | 93,718 | ||
Amortization of intangible assets | 3,790 | 3,309 | 7,580 | 6,662 | ||
Share-based payments expense | 5,174 | 3,289 | 9,504 | 7,192 | ||
Windfall excess tax benefits related to share-based payments | 0 | (160) | 0 | (686) | ||
Deferred income taxes | (10,736) | (1,392) | (18,558) | (3,939) | ||
Restructuring, impairment and related costs | [1] | 0 | 0 | 361 | 1,680 | |
Loss from equity method investment, net | 208 | 133 | 415 | 265 | ||
Amortization of deferred financing fees and debt discount | 613 | 692 | 1,251 | 1,385 | ||
Goodwill impairment | 0 | 85,890 | 0 | 85,890 | ||
Gain from early extinguishment of debt | (418) | 0 | (11,446) | 0 | ||
Other | (244) | 383 | (280) | (816) | ||
Equity in income (loss) of subsidiaries | 0 | 0 | 0 | 0 | ||
Cash flows from changes in operating assets and liabilities: | ||||||
Accounts receivable, net | 6,322 | 3,254 | 13,185 | 15,077 | ||
Content library | 7,723 | 24,703 | 40,849 | 34,659 | ||
Prepaid expenses and other current assets | (759) | (18,976) | 5,263 | (22,082) | ||
Other assets | 170 | 154 | 333 | 322 | ||
Accounts payable | (17,055) | (20,617) | (52,460) | (17,697) | ||
Accrued payable to retailers | 10,248 | 6,931 | (14,398) | (11,510) | ||
Other accrued liabilities | (4,552) | (12,008) | 11,521 | 1,112 | ||
Net cash flows from (used in) operating activities | [2] | 75,020 | 75,143 | 142,225 | 181,215 | [3] |
Investing Activities: | ||||||
Purchases of property and equipment | (14,921) | (19,508) | (28,374) | (40,217) | ||
Proceeds from sale of property and equipment | 18 | 2,817 | 92 | 2,940 | ||
Investments in and advances to affiliates | 0 | 0 | ||||
Net cash flows from (used in) investing activities | [2] | (14,903) | (16,691) | (28,282) | (37,277) | [3] |
Financing Activities: | ||||||
Proceeds from new borrowing on Credit Facility | 91,000 | 77,000 | 176,000 | 112,000 | ||
Principal payments on Credit Facility | (135,687) | (68,875) | (244,000) | (185,750) | ||
Repurchases of notes | (2,179) | 0 | (47,507) | 0 | ||
Dividends paid | (10,084) | (5,417) | (15,122) | (11,019) | ||
Repurchases of common stock | 0 | (22,023) | 0 | (62,731) | ||
Principal payments on capital lease obligations and other debt | (1,451) | (3,033) | (3,077) | (6,278) | ||
Windfall excess tax benefits related to share-based payments | 0 | 160 | 0 | 686 | ||
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | (47) | 1,887 | (1,472) | (1,201) | ||
Net cash flows from (used in) financing activities | [2] | (58,448) | (20,301) | (135,178) | (154,293) | [3] |
Effect of exchange rate changes on cash | (1,471) | 1,623 | (2,266) | 5,367 | ||
Increase (decrease) in cash and cash equivalents | 198 | 39,774 | (23,501) | (4,988) | ||
Cash and cash equivalents: | ||||||
Beginning of period | 198,850 | 197,934 | 222,549 | 242,696 | ||
End of period | 199,048 | 237,708 | 199,048 | 237,708 | ||
Eliminations and Consolidation Reclassifications | ||||||
Operating Activities: | ||||||
Net income (loss) | (30,940) | 49,820 | (59,128) | (8,913) | ||
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
Depreciation and other | 0 | 0 | ||||
Amortization of intangible assets | 0 | 0 | ||||
Share-based payments expense | 0 | 0 | ||||
Windfall excess tax benefits related to share-based payments | 0 | |||||
Deferred income taxes | 0 | 0 | ||||
Restructuring, impairment and related costs | 0 | 0 | ||||
Loss from equity method investment, net | 0 | 0 | 0 | 0 | ||
Amortization of deferred financing fees and debt discount | 0 | 0 | ||||
Goodwill impairment | 0 | 0 | ||||
Gain from early extinguishment of debt | 0 | |||||
Other | 0 | 0 | ||||
Equity in income (loss) of subsidiaries | 30,940 | (49,820) | 59,128 | 8,913 | ||
Cash flows from changes in operating assets and liabilities: | ||||||
Accounts receivable, net | 0 | 0 | ||||
Content library | 0 | 0 | ||||
Prepaid expenses and other current assets | 0 | 0 | ||||
Other assets | 0 | 0 | ||||
Accounts payable | 0 | 0 | ||||
Accrued payable to retailers | 0 | 0 | ||||
Other accrued liabilities | 0 | 0 | ||||
Net cash flows from (used in) operating activities | 0 | 0 | [3] | |||
Investing Activities: | ||||||
Purchases of property and equipment | 0 | 0 | ||||
Proceeds from sale of property and equipment | 0 | 0 | ||||
Investments in and advances to affiliates | 0 | 0 | ||||
Net cash flows from (used in) investing activities | 0 | 0 | [3] | |||
Financing Activities: | ||||||
Proceeds from new borrowing on Credit Facility | 0 | 0 | ||||
Principal payments on Credit Facility | 0 | 0 | ||||
Repurchases of notes | 0 | |||||
Dividends paid | 0 | 0 | ||||
Repurchases of common stock | 0 | |||||
Principal payments on capital lease obligations and other debt | 0 | 0 | ||||
Windfall excess tax benefits related to share-based payments | 0 | |||||
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | 0 | 0 | ||||
Net cash flows from (used in) financing activities | 0 | 0 | [3] | |||
Effect of exchange rate changes on cash | 0 | 0 | ||||
Increase (decrease) in cash and cash equivalents | 0 | 0 | ||||
Cash and cash equivalents: | ||||||
Beginning of period | 0 | 0 | ||||
End of period | 0 | 0 | 0 | 0 | ||
Outerwall Inc. | Reportable Legal Entities | ||||||
Operating Activities: | ||||||
Net income (loss) | 40,548 | (45,616) | 78,999 | (10,017) | ||
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
Depreciation and other | 12,961 | 12,700 | ||||
Amortization of intangible assets | 7 | 7 | ||||
Share-based payments expense | 6,984 | 3,681 | ||||
Windfall excess tax benefits related to share-based payments | (686) | |||||
Deferred income taxes | (1,559) | (8,029) | ||||
Restructuring, impairment and related costs | 57 | 136 | ||||
Loss from equity method investment, net | 208 | 133 | 415 | 265 | ||
Amortization of deferred financing fees and debt discount | 1,251 | 1,385 | ||||
Goodwill impairment | 0 | 0 | ||||
Gain from early extinguishment of debt | (11,446) | |||||
Other | (242) | (265) | ||||
Equity in income (loss) of subsidiaries | (29,938) | 53,255 | (56,407) | 14,935 | ||
Cash flows from changes in operating assets and liabilities: | ||||||
Accounts receivable, net | 2,343 | (357) | ||||
Content library | 0 | 0 | ||||
Prepaid expenses and other current assets | 5,229 | (17,957) | ||||
Other assets | 0 | 47 | ||||
Accounts payable | (2,539) | (2,022) | ||||
Accrued payable to retailers | (3,022) | 479 | ||||
Other accrued liabilities | 6,872 | 1,674 | ||||
Net cash flows from (used in) operating activities | 39,903 | (4,024) | [3] | |||
Investing Activities: | ||||||
Purchases of property and equipment | (16,424) | (13,869) | ||||
Proceeds from sale of property and equipment | 0 | 17 | ||||
Investments in and advances to affiliates | 104,336 | 161,753 | ||||
Net cash flows from (used in) investing activities | 87,912 | 147,901 | [3] | |||
Financing Activities: | ||||||
Proceeds from new borrowing on Credit Facility | 176,000 | 112,000 | ||||
Principal payments on Credit Facility | (244,000) | (185,750) | ||||
Repurchases of notes | (47,507) | |||||
Dividends paid | (15,122) | (11,019) | ||||
Repurchases of common stock | (62,731) | |||||
Principal payments on capital lease obligations and other debt | (2,902) | (6,080) | ||||
Windfall excess tax benefits related to share-based payments | 686 | |||||
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | (1,472) | (1,201) | ||||
Net cash flows from (used in) financing activities | (135,003) | (154,095) | [3] | |||
Effect of exchange rate changes on cash | (250) | 574 | ||||
Increase (decrease) in cash and cash equivalents | (7,438) | (9,644) | ||||
Cash and cash equivalents: | ||||||
Beginning of period | 160,167 | 180,889 | ||||
End of period | 152,729 | 171,245 | 152,729 | 171,245 | ||
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Operating Activities: | ||||||
Net income (loss) | 29,938 | (53,255) | 56,407 | (14,935) | ||
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
Depreciation and other | 55,130 | 74,892 | ||||
Amortization of intangible assets | 7,573 | 6,611 | ||||
Share-based payments expense | 2,520 | 3,511 | ||||
Windfall excess tax benefits related to share-based payments | 0 | |||||
Deferred income taxes | (17,300) | (3,903) | ||||
Restructuring, impairment and related costs | 304 | 1,544 | ||||
Loss from equity method investment, net | 0 | 0 | 0 | 0 | ||
Amortization of deferred financing fees and debt discount | 0 | 0 | ||||
Goodwill impairment | 85,890 | 85,890 | ||||
Gain from early extinguishment of debt | 0 | |||||
Other | (38) | 176 | ||||
Equity in income (loss) of subsidiaries | (1,002) | (3,435) | (2,721) | (23,848) | ||
Cash flows from changes in operating assets and liabilities: | ||||||
Accounts receivable, net | 9,605 | 14,773 | ||||
Content library | 40,849 | 31,236 | ||||
Prepaid expenses and other current assets | (207) | (4,455) | ||||
Other assets | 291 | 245 | ||||
Accounts payable | (49,970) | (13,438) | ||||
Accrued payable to retailers | (5,109) | (10,682) | ||||
Other accrued liabilities | 5,993 | 426 | ||||
Net cash flows from (used in) operating activities | 103,327 | 148,043 | [3] | |||
Investing Activities: | ||||||
Purchases of property and equipment | (10,989) | (25,818) | ||||
Proceeds from sale of property and equipment | 92 | 2,923 | ||||
Investments in and advances to affiliates | (94,347) | (119,126) | ||||
Net cash flows from (used in) investing activities | (105,244) | (142,021) | [3] | |||
Financing Activities: | ||||||
Proceeds from new borrowing on Credit Facility | 0 | 0 | ||||
Principal payments on Credit Facility | 0 | 0 | ||||
Repurchases of notes | 0 | |||||
Dividends paid | 0 | 0 | ||||
Repurchases of common stock | 0 | |||||
Principal payments on capital lease obligations and other debt | 0 | 0 | ||||
Windfall excess tax benefits related to share-based payments | 0 | |||||
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | 0 | 0 | ||||
Net cash flows from (used in) financing activities | 0 | 0 | [3] | |||
Effect of exchange rate changes on cash | 0 | 0 | ||||
Increase (decrease) in cash and cash equivalents | (1,917) | 6,022 | ||||
Cash and cash equivalents: | ||||||
Beginning of period | 19,372 | 17,939 | ||||
End of period | 17,455 | 23,961 | 17,455 | 23,961 | ||
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Operating Activities: | ||||||
Net income (loss) | 1,002 | 3,435 | 2,721 | 23,848 | ||
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
Depreciation and other | 2,015 | 6,126 | ||||
Amortization of intangible assets | 0 | 44 | ||||
Share-based payments expense | 0 | 0 | ||||
Windfall excess tax benefits related to share-based payments | 0 | |||||
Deferred income taxes | 301 | 7,993 | ||||
Restructuring, impairment and related costs | 0 | 0 | ||||
Loss from equity method investment, net | 0 | 0 | 0 | 0 | ||
Amortization of deferred financing fees and debt discount | 0 | 0 | ||||
Goodwill impairment | 0 | 0 | ||||
Gain from early extinguishment of debt | 0 | |||||
Other | 0 | (727) | ||||
Equity in income (loss) of subsidiaries | 0 | 0 | 0 | 0 | ||
Cash flows from changes in operating assets and liabilities: | ||||||
Accounts receivable, net | 1,237 | 661 | ||||
Content library | 0 | 3,423 | ||||
Prepaid expenses and other current assets | 241 | 330 | ||||
Other assets | 42 | 30 | ||||
Accounts payable | 49 | (2,237) | ||||
Accrued payable to retailers | (6,267) | (1,307) | ||||
Other accrued liabilities | (1,344) | (988) | ||||
Net cash flows from (used in) operating activities | (1,005) | 37,196 | [3] | |||
Investing Activities: | ||||||
Purchases of property and equipment | (961) | (530) | ||||
Proceeds from sale of property and equipment | 0 | 0 | ||||
Investments in and advances to affiliates | (9,989) | (42,627) | ||||
Net cash flows from (used in) investing activities | (10,950) | (43,157) | [3] | |||
Financing Activities: | ||||||
Proceeds from new borrowing on Credit Facility | 0 | 0 | ||||
Principal payments on Credit Facility | 0 | 0 | ||||
Repurchases of notes | 0 | |||||
Dividends paid | 0 | 0 | ||||
Repurchases of common stock | 0 | |||||
Principal payments on capital lease obligations and other debt | (175) | (198) | ||||
Windfall excess tax benefits related to share-based payments | 0 | |||||
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | 0 | 0 | ||||
Net cash flows from (used in) financing activities | (175) | (198) | [3] | |||
Effect of exchange rate changes on cash | (2,016) | 4,793 | ||||
Increase (decrease) in cash and cash equivalents | (14,146) | (1,366) | ||||
Cash and cash equivalents: | ||||||
Beginning of period | 43,010 | 43,868 | ||||
End of period | $ 28,864 | $ 42,502 | $ 28,864 | $ 42,502 | ||
[1] | The non-cash restructuring, impairment and related costs in the six months ended June 30, 2015 of $1.7 million is composed of $6.9 million in impairments of lease related assets partially offset by a $5.2 million benefit resulting from the lease termination. | |||||
[2] | During the first quarter of 2015 we discontinued our Redbox operations in Canada. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in the 2015 periods presented. See Note 10: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. | |||||
[3] | During the first quarter of 2015 we discontinued our Redbox operations in Canada. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented. See Note 10: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. |
Income Taxes From Continuing 73
Income Taxes From Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate from continuing operations | 34.10% | (62.40%) | 34.80% | 113.40% |
Federal statutory rate | 35.00% | 35.00% | 35.00% | 35.00% |
Non-tax deductible goodwill impairment charge | $ 0 | $ 85,890 | $ 0 | $ 85,890 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 24, 2016$ / shares |
Subsequent Event [Line Items] | |
Dividends payable, date declared | Jul. 24, 2016 |
Common stock, dividends declared per share (in usd per share) | $ 0.60 |
Dividends payable, date to be paid | Sep. 6, 2016 |
Dividends payable, date of record | Aug. 23, 2016 |
Merger agreement, price per share | $ 52 |