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. |