Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Statements
On September 8, 2009, we sold our subsidiaries comprising our entertainment services business (the “Entertainment Business”) to National Entertainment Network, Inc. (“National”) for a nominal consideration. National has assumed the operations of the Entertainment Business, including substantially all of the Entertainment Business’s related assets and liabilities. We anticipate that the disposition will be reported under discontinued operations in our Consolidated Statement of Operations for the third quarter of 2009 in our Quarterly Report on Form 10-Q.
The following unaudited pro forma condensed consolidated financial statements are based on and should be read in conjunction with our historical consolidated financial statements and related notes included in our Current Report on Form 8-K filed with the SEC on August 24, 2009 for the recast of our 2008 financial statements and our unaudited consolidated financial statements included in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2009 and June 30, 2008.
The following unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2009 and June 30, 2008 as well as the twelve months ended December 31, 2008, 2007 and 2006 are prepared as though the sale of the Entertainment Business occurred as of the beginning of each of the periods presented and the operating results from the Entertainment Business are excluded from our condensed consolidated financial statements. The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2009 is prepared as if the sale of the Entertainment Business occurred as of June 30, 2009. Pro forma adjustments are described in the Notes to Unaudited Pro Forma Condensed Consolidated Statements, and are based upon available information and certain assumptions that we believe are reasonable. The allocations are preliminary in nature and subject to change following the transaction based on refinements as actual data become available.
The following unaudited pro forma condensed consolidated financial statements are presented for illustrative and informational purposes only and are not intended to represent or be indicative of the financial condition or results of operations that would actually have been recorded if the sale of the Entertainment Business had occurred as of or during the periods presented. In addition, the unaudited pro forma condensed consolidated financial statements are not intended to represent our financial position or results of operations for any future date or period.
COINSTAR, INC.
Pro Forma Condensed Consolidated Balance Sheet
June 30, 2009
(in thousands)
(unaudited)
| | | | | | | | | | |
| | Coinstar Consolidated Historical | | Pro Forma Adjustments | | | Pro Forma |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 58,407 | | $ | (2,500 | )(2) | | $ | 55,907 |
Cash in machine or in transit | | | 48,712 | | | (1,956 | )(1) | | | 46,756 |
Cash being processed | | | 81,133 | | | (4,667 | )(1) | | | 76,466 |
Accounts receivable, net | | | 60,468 | | | (1,010 | )(1) | | | 59,458 |
Inventory | | | 97,438 | | | (15,583 | )(1) | | | 81,855 |
Deferred income taxes | | | 7,191 | | | (1,244 | )(1) | | | 5,947 |
Prepaid expenses and other current assets | | | 27,407 | | | (2,512 | )(1) | | | 24,895 |
| | | | | | | | | | |
Total current assets | | | 380,756 | | | (29,472 | ) | | | 351,284 |
Property and equipment, net | | | 384,912 | | | (33,443 | )(1) | | | 351,469 |
Deferred income taxes | | | 41,713 | | | 83,965 | (1), (2), (3) | | | 125,678 |
Other assets | | | 12,494 | | | (2,915 | )(1) | | | 9,579 |
Intangible assets, net | | | 39,038 | | | (4,500 | )(1), (4) | | | 34,538 |
Goodwill | | | 290,300 | | | — | | | | 290,300 |
| | | | | | | | | | |
Total assets | | $ | 1,149,213 | | $ | 13,635 | | | $ | 1,162,848 |
| | | | | | | | | | |
LIABILITIESAND EQUITY | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | |
Account payable | | $ | 109,697 | | $ | (5,966 | )(1) | | $ | 103,731 |
Accrued payable to retailers and agents | | | 129,687 | | | (4,667 | )(1) | | | 125,020 |
Other accrued liabilities | | | 78,186 | | | (3,127 | )(1), (2) | | | 75,059 |
Current portion of long-term debt | | | 6,545 | | | — | | | | 6,545 |
Current portion of capital lease obligations | | | 19,374 | | | (2,583 | )(1) | | | 16,791 |
| | | | | | | | | | |
Total current liabilities | | | 343,489 | | | (16,343 | ) | | | 327,146 |
Long-term debt and other | | | 459,144 | | | (389 | )(1) | | | 458,755 |
Capital lease obligations | | | 15,641 | | | (818 | )(1) | | | 14,823 |
Deferred tax liability | | | 1,750 | | | — | | | | 1,750 |
| | | | | | | | | | |
Total liabilities | | | 820,024 | | | (17,550 | ) | | | 802,474 |
Total equity | | | 329,189 | | | 31,185 | (1), (2), (3) | | | 360,374 |
| | | | | | | | | | |
Total liabilities and equity | | $ | 1,149,213 | | $ | 13,635 | | | $ | 1,162,848 |
| | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
COINSTAR, INC.
Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2009
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | |
| | Coinstar Consolidated Historical | | | Pro Forma Adjustments | | | Pro Forma | |
Revenue | | $ | 585,123 | | | $ | (64,307 | )(1) | | $ | 520,816 | |
Expenses: | | | | | | | | | | | | |
Direct operating | | | 416,179 | | | | (60,775 | )(1) | | | 355,404 | |
Marketing | | | 10,849 | | | | (77 | )(1) | | | 10,772 | |
Research and development | | | 2,556 | | | | — | | | | 2,556 | |
General and administrative | | | 67,385 | | | | (3,431 | )(1) | | | 63,954 | |
Depreciation and other | | | 48,858 | | | | (5,426 | )(1) | | | 43,432 | |
Amortization of intangible assets | | | 4,372 | | | | (460 | )(1)(7) | | | 3,912 | |
| | | | | | | | | | | | |
Income from operations | | | 34,924 | | | | 5,862 | | | | 40,786 | |
Other income (expense): | | | | | | | | | | | | |
Foreign currency loss and other, net | | | (63 | ) | | | (6 | )(1) | | | (69 | ) |
Interest income | | | 161 | | | | (7 | )(1) | | | 154 | |
Interest expense | | | (15,186 | ) | | | 48 | (1) | | | (15,138 | ) |
| | | | | | | | | | | | |
Income before income taxes | | | 19,836 | | | | 5,897 | | | | 25,733 | |
Income tax expense | | | (7,288 | ) | | | (2,182 | )(1) | | | (9,470 | )(5) |
| | | | | | | | | | | | |
Net income before non-controlling interests | | | 12,548 | | | | 3,715 | | | | 16,263 | |
Less: Net income attributable to non-controlling interests | | | (3,627 | ) | | | — | | | | (3,627 | ) |
| | | | | | | | | | | | |
Net income attributable to Coinstar, Inc. | | $ | 8,921 | | | $ | 3,715 | | | $ | 12,636 | |
| | | | | | | | | | | | |
Earning per share: | | | | | | | | | | | | |
Basic | | $ | 0.30 | | | | | | | $ | 0.43 | |
Diluted | | $ | 0.30 | | | | | | | $ | 0.42 | |
Weighted shares outstanding: | | | | | | | | | | | | |
Basic | | | 29,525 | | | | | | | | 29,525 | |
Diluted | | | 29,893 | | | | | | | | 29,893 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
COINSTAR, INC.
Pro Forma Condensed Statement of Operations
Six Months Ended June 30, 2008
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | |
| | Coinstar Consolidated Historical | | | Pro Forma Adjustments | | | Pro Forma | |
REVENUE | | $ | 410,422 | | | $ | (80,057 | )(1) | | $ | 330,365 | |
| | | |
EXPENSES | | | | | | | | | | | | |
Direct operating | | | 281,819 | | | | (71,930 | )(1) | | | 209,889 | |
Marketing | | | 6,618 | | | | (44 | )(1) | | | 6,574 | |
Research and development | | | 2,421 | | | | — | | | | 2,421 | |
General and administrative | | | 45,802 | | | | (3,010 | )(1) | | | 42,792 | |
Depreciation and other | | | 35,826 | | | | (9,214 | )(1) | | | 26,612 | |
Amortization of intangible assets | | | 4,640 | | | | (458 | )(1)(7) | | | 4,182 | |
Proxy, write-off of acquisition costs and litigation settlement | | | 3,084 | | | | — | | | | 3,084 | |
| | | | | | | | | | | | |
Income from operations | | | 30,212 | | | | 4,599 | | | | 34,811 | |
| | | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | |
Foreign currency loss and other, net | | | (2,018 | ) | | | (40 | )(1) | | | (2,058 | ) |
Interest income | | | 885 | | | | (2 | )(1) | | | 883 | |
Interest expense | | | (10,822 | ) | | | 143 | (1) | | | (10,679 | ) |
Loss from equity investments | | | (337 | ) | | | — | | | | (337 | ) |
| | | | | | | | | | | | |
Income before income taxes | | | 17,920 | | | | 4,700 | | | | 22,620 | |
Income tax expense | | | (5,097 | ) | | | (1,818 | )(1) | | | (6,915 | )(5) |
| | | | | | | | | | | | |
NET INCOME before non-controlling interests | | | 12,823 | | | | 2,882 | | | | 15,705 | |
Less: Net income attributable to non-controlling interests | | | (7,442 | ) | | | — | | | | (7,442 | ) |
| | | | | | | | | | | | |
NET INCOME attributable to Coinstar, Inc | | $ | 5,381 | | | $ | 2,882 | | | $ | 8,263 | |
| | | | | | | | | | | | |
| | | |
EARNINGS PER SHARE: | | | | | | | | | | | | |
Basic | | $ | 0.19 | | | | | | | $ | 0.30 | |
Diluted | | $ | 0.19 | | | | | | | $ | 0.29 | |
| | | |
WEIGHTED SHARES OUTSTANDING: | | | | | | | | | | | | |
Basic | | | 27,903 | | | | | | | | 27,903 | |
Diluted | | | 28,418 | | | | | | | | 28,418 | |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
COINSTAR, INC.
Pro Forma Condensed Consolidated Statement of Operations
Twelve Months Ended December 31, 2008
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | |
| | Coinstar Consolidated Historical | | | Pro Forma Adjustments | | | Pro Forma | |
Revenue | | $ | 911,900 | | | $ | (150,219 | )(1) | | $ | 761,681 | |
Expenses: | | | | | | | | | | | | |
Direct operating | | | 634,285 | | | | (134,474 | )(1) | | | 499,811 | |
Marketing | | | 19,303 | | | | (106 | )(1) | | | 19,197 | |
Research and development | | | 4,758 | | | | — | | | | 4,758 | |
General and administrative | | | 95,234 | | | | (6,442 | )(1) | | | 88,792 | |
Depreciation and other | | | 76,661 | | | | (15,192 | )(1) | | | 61,469 | |
Amortization of intangible assets | | | 9,124 | | | | (918 | )(1)(7) | | | 8,206 | |
Proxy, write-off of acquisition costs and litigation settlement | | | 3,084 | | | | — | | | | 3,084 | |
| | | | | | | | | | | | |
Income from operations | | | 69,451 | | | | 6,913 | | | | 76,364 | |
Other income (expenses): | | | | | | | | | | | | |
Foreign currency loss and other, net | | | (3,876 | ) | | | (52 | )(1) | | | (3,928 | ) |
Interest income | | | 1,220 | | | | (2 | )(1) | | | 1,218 | |
Interest expense | | | (21,716 | ) | | | 190 | (1) | | | (21,526 | ) |
Loss from equity investments | | | (337 | ) | | | — | | | | (337 | ) |
| | | | | | | | | | | | |
Income before income taxes | | | 44,742 | | | | 7,049 | | | | 51,791 | |
Income tax expense | | | (16,194 | ) | | | (2,096 | )(1) | | | (18,290 | )(6) |
| | | | | | | | | | | | |
Net income before non-controlling interests | | | 28,548 | | | | 4,953 | | | | 33,501 | |
Less: Net income attributable to non-controlling interests | | | (14,436 | ) | | | — | | | | (14,436 | ) |
| | | | | | | | | | | | |
Net income attributable to Coinstar, Inc. | | $ | 14,112 | | | $ | 4,953 | | | $ | 19,065 | |
| | | | | | | | | | | | |
Earning per share: | | | | | | | | | | | | |
Basic | | $ | 0.50 | | | | | | | $ | 0.68 | |
Diluted | | $ | 0.50 | | | | | | | $ | 0.67 | |
Weighted shares outstanding: | | | | | | | | | | | | |
Basic | | | 28,041 | | | | | | | | 28,041 | |
Diluted | | | 28,464 | | | | | | | | 28,464 | |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
COINSTAR, INC.
Pro Forma Condensed Statement of Operations
Twelve Months Ended December 31, 2007
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | |
| | Coinstar Consolidated Historical | | | Pro Forma Adjustments | | | Pro Forma | |
REVENUE | | $ | 546,297 | | | $ | (238,912 | )(1) | | $ | 307,385 | |
| | | |
EXPENSES | | | | | | | | | | | | |
Direct operating | | | 356,042 | | | | (203,241 | )(1) | | | 152,801 | |
Marketing | | | 11,899 | | | | (427 | )(1) | | | 11,472 | |
Research and development | | | 5,153 | | | | — | | | | 5,153 | |
General and administrative | | | 55,193 | | | | (11,826 | )(1) | | | 43,367 | |
Depreciation and other | | | 58,841 | | | | (29,023 | )(1) | | | 29,818 | |
Amortization of intangible assets | | | 7,331 | | | | (2,123 | )(1)(7) | | | 5,208 | |
Impairment loss and excess inventory charge | | | 65,220 | | | | (65,220 | )(1) | | | — | |
| | | | | | | | | | | | |
Income (loss) from operations | | | (13,382 | ) | | | 72,948 | | | | 59,566 | |
| | | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | |
Foreign currency loss and other, net | | | 650 | | | | (16 | )(1) | | | 634 | |
Interest income | | | 1,698 | | | | (24 | )(1) | | | 1,674 | |
Interest expense | | | (17,069 | ) | | | 569 | (1) | | | (16,500 | ) |
Loss from equity investments | | | 1,333 | | | | — | | | | 1,333 | |
Early retirement of debt | | | (1,794 | ) | | | — | | | | (1,794 | ) |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | (28,564 | ) | | | 73,477 | | | | 44,913 | |
Income tax expense | | | 6,311 | | | | (28,429 | )(1) | | | (22,118 | )(6) |
| | | | | | | | | | | | |
NET INCOME (LOSS) before non-controlling interests | | | (22,253 | ) | | | 45,048 | | | | 22,795 | |
| | | |
Less: Net income attributable to non-controlling interests. | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
NET INCOME (LOSS) attributable to Coinstar, Inc. | | $ | (22,253 | ) | | $ | 45,048 | | | $ | 22,795 | |
| | | | | | | | | | | | |
| | | |
EARNINGS PER SHARE: | | | | | | | | | | | | |
Basic | | $ | (0.80 | ) | | | | | | $ | 0.82 | |
Diluted | | $ | (0.80 | ) | | | | | | $ | 0.82 | |
| | | |
WEIGHTED SHARES OUTSTANDING: | | | | | | | | | | | | |
Basic | | | 27,805 | | | | | | | | 27,805 | |
Diluted | | | 27,805 | | | | | | | | 27,805 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
Coinstar, Inc.
Pro Forma Condensed Statement of Operations
Twelve Months Ended December 31, 2006
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | |
| | Coinstar Consolidated Historical | | | Pro Forma Adjustments | | | Pro Forma | |
REVENUE | | $ | 534,442 | | | $ | (273,490 | )(1) | | $ | 260,952 | |
| | | |
EXPENSES | | | | | | | | | | | | |
Direct operating | | | 359,534 | | | | (216,782 | )(1) | | | 142,752 | |
Marketing | | | 14,420 | | | | (309 | )(1) | | | 14,111 | |
Research and development | | | 5,246 | | | | — | | | | 5,246 | |
General and administrative | | | 50,977 | | | | (17,213 | )(1) | | | 33,764 | |
Depreciation and other | | | 52,836 | | | | (25,301 | )(1) | | | 27,535 | |
Amortization of intangible assets | | | 6,220 | | | | (2,142 | )(1)(7) | | | 4,078 | |
| | | | | | | | | | | | |
Income from operations | | | 45,209 | | | | (11,743 | ) | | | 33,466 | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | |
Foreign currency loss and other, net | | | 161 | | | | (48 | )(1) | | | 113 | |
Interest income | | | 1,382 | | | | (39 | )(1) | | | 1,343 | |
Interest expense | | | (15,748 | ) | | | 442 | (1) | | | (15,306 | ) |
Loss from equity investments | | | (66 | ) | | | — | | | | (66 | ) |
Early retirement of debt | | | (238 | ) | | | — | | | | (238 | ) |
| | | | | | | | | | | | |
Income before income taxes | | | 30,700 | | | | (11,388 | ) | | | 19,312 | |
Income tax expense | | | (12,073 | ) | | | 4,531 | (1) | | | (7,542 | )(6) |
| | | | | | | | | | | | |
NET INCOME before non-controlling interests | | | 18,627 | | | | (6,857 | ) | | | 11,770 | |
| | | |
Less: Net income attributable to non-controlling interests | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
NET INCOME attributable to Coinstar, Inc | | $ | 18,627 | | | $ | (6,857 | ) | | $ | 11,770 | |
| | | | | | | | | | | | |
| | | |
EARNINGS PER SHARE: | | | | | | | | | | | | |
Basic | | $ | 0.67 | | | | | | | $ | 0.43 | |
Diluted | | $ | 0.66 | | | | | | | $ | 0.42 | |
| | | |
WEIGHTED SHARES OUTSTANDING: | | | | | | | | | | | | |
Basic | | | 27,686 | | | | | | | | 27,686 | |
Diluted | | | 28,028 | | | | | | | | 28,028 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
COINSTAR, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| 1. | | Reflects the elimination of the financial operations, assets, liabilities and accumulated other comprehensive income amounts associated with the Entertainment Business. |
| 2. | | Reflects the cash contribution and accrued costs related to the sale of the Entertainment Business. |
| 3. | | Reflects (a) the elimination of deferred taxes related to the assets and liabilities of the Entertainment Business offset by (b) the anticipated tax loss carryforward to be realized upon the disposition of the Entertainment Business. |
| 4. | | Represents the value of our customer relationship intangible assets attributable from those customers who have contracts with the Entertainment Business exclusively. |
| 5. | | The pro forma income tax expense for the six months ended June 30, 2009 and 2008 is calculated based on our consolidated results with and without the Entertainment Business’s results of operations. This results in an effective tax rate attributable to Coinstar, Inc. of 42.8% and 45.6%, respectively. |
| 6. | | The pro forma income tax expense for the twelve months ended December 31, 2008, 2007 and 2006 is calculated based on our consolidated results with and without the Entertainment Business’s results of operations. This results in an effective tax rate attributable to Coinstar, Inc. of 49.0%, 49.2% and 39.1%, respectively. |
| 7. | | The pro forma adjustment for the amortization of the intangible assets is related to the intangible assets of the Entertainment Business as described in note 3 above. |