Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
On March 31, 2015, Outerwall Inc. (the “Company”) completed the disposal of its Redbox Canada operations. The Redbox Canada operations will be reported as discontinued operations in the Company’s consolidated financial statements starting with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015.
The following Unaudited Pro Forma Condensed Consolidated Financial Information should be read in conjunction with the Company’s historical audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on February 5, 2015.
The following Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 2014, 2013, and 2012 are prepared as though the disposal of the Redbox Canada operations occurred as of January 1, 2012 and the operating results of the Redbox Canada operations are excluded from our condensed consolidated financial statements. The following Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2014 is prepared as if the disposition of the Redbox Canada operations occurred as of December 31, 2014. Pro forma adjustments are described in the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information, and are based upon available information and certain assumptions that we believe are reasonable.
The following Unaudited Pro Forma Condensed Consolidated Financial Information is presented for illustrative and informational purposes only and is not intended to represent or be indicative of the financial condition or results of operations that would actually have been recorded if the disposition of the Redbox Canada operations had occurred as of or during the periods presented. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Information is not intended to represent our financial position or results of operations for any future date or period.
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2014
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | As Reported | | | Redbox Canada Adjustment | | | Pro Forma Adjustments | | | Pro Forma Outerwall Inc. | |
Revenue | | $ | 2,303,003 | | | $ | (11,417 | ) | | $ | — | | | $ | 2,291,586 | |
Expenses: | | | | | | | | | | | | | | | | |
Direct operating | | | 1,601,748 | | | | (20,027 | ) | | | — | | | | 1,581,721 | |
Marketing | | | 38,240 | | | | (2,947 | ) | | | — | | | | 35,293 | |
Research and development | | | 13,047 | | | | — | | | | — | | | | 13,047 | |
General and administrative | | | 191,721 | | | | (1,078 | ) | | | — | | | | 190,643 | |
Depreciation and other | | | 195,178 | | | | (7,354 | ) | | | — | | | | 187,824 | |
Amortization of intangible assets | | | 14,692 | | | | (38 | ) | | | — | | | | 14,654 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 2,054,626 | | | | (31,444 | ) | | | — | | | | 2,023,182 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 248,377 | | | | 20,027 | | | | — | | | | 268,404 | |
Other income (expense), net: | | | | | | | | | | | | | | | | |
Loss from equity method investments, net | | | (28,734 | ) | | | — | | | | — | | | | (28,734 | ) |
Interest expense, net | | | (47,636 | ) | | | (8 | ) | | | — | | | | (47,644 | ) |
Other, net | | | (4,873 | ) | | | 3,688 | | | | — | | | | (1,185 | ) |
| | | | | | | | | | | | | | | | |
Total other income (expense), net | | | (81,243 | ) | | | 3,680 | | | | — | | | | (77,563 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 167,134 | | | | 23,707 | | | | — | | | | 190,841 | |
Income tax expense | | | (59,748 | ) | | | (6,416 | ) | | | — | | | | (66,164 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 107,386 | | | $ | 17,291 | | | $ | — | | | $ | 124,677 | |
| | | | | | | | | | | | | | | | |
| | | | |
Income from continuing operations per share – basic | | $ | 5.32 | | | | | | | | | | | $ | 6.17 | |
Income from continuing operations per share – diluted | | $ | 5.19 | | | | | | | | | | | $ | 6.02 | |
| | | | |
Weighted average number of shares – basic | | | 20,192 | | | | | | | | | | | | 20,192 | |
Weighted average number of shares – diluted | | | 20,699 | | | | | | | | | | | | 20,699 | |
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2013
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | As Reported | | | Redbox Canada Adjustment | | | Pro Forma Adjustments | | | Pro Forma Outerwall Inc. | |
Revenue | | $ | 2,306,601 | | | $ | (6,816 | ) | | $ | — | | | $ | 2,299,785 | |
Expenses: | | | | | | | | | | | | | | | | |
Direct operating | | | 1,575,277 | | | | (18,278 | ) | | | — | | | | 1,556,999 | |
Marketing | | | 32,402 | | | | (2,175 | ) | | | — | | | | 30,227 | |
Research and development | | | 13,084 | | | | (2 | ) | | | — | | | | 13,082 | |
General and administrative | | | 221,776 | | | | (3,088 | ) | | | — | | | | 218,688 | |
Depreciation and other | | | 192,161 | | | | (2,760 | ) | | | — | | | | 189,401 | |
Amortization of intangible assets | | | 10,933 | | | | (26 | ) | | | — | | | | 10,907 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 2,045,633 | | | | (26,329 | ) | | | — | | | | 2,019,304 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 260,968 | | | | 19,513 | | | | — | | | | 280,481 | |
Other income (expense), net: | | | | | | | | | | | | | | | | |
Income from equity method investments, net | | | 19,928 | | | | — | | | | — | | | | 19,928 | |
Interest expense, net | | | (32,801 | ) | | | (6 | ) | | | — | | | | (32,807 | ) |
Other, net | | | (5,527 | ) | | | 323 | | | | — | | | | (5,204 | ) |
| | | | | | | | | | | | | | | | |
Total other income (expense), net | | | (18,400 | ) | | | 317 | | | | — | | | | (18,083 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 242,568 | | | | 19,830 | | | | — | | | | 262,398 | |
Income tax expense | | | (34,477 | ) | | | (5,233 | ) | | | — | | | | (39,710 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 208,091 | | | $ | 14,597 | | | $ | — | | | $ | 222,688 | |
| | | | | | | | | | | | | | | | |
| | | | |
Income from continuing operations per share – basic | | $ | 7.65 | | | | | | | | | | | $ | 8.18 | |
Income from continuing operations per share – diluted | | $ | 7.33 | | | | | | | | | | | $ | 7.85 | |
| | | | |
Weighted average number of shares – basic | | | 27,216 | | | | | | | | | | | | 27,216 | |
Weighted average number of shares – diluted | | | 28,381 | | | | | | | | | | | | 28,381 | |
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2012
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | As Reported | | | Redbox Canada Adjustment | | | Pro Forma Adjustments | | | Pro Forma Outerwall Inc. | |
Revenue | | $ | 2,199,884 | | | $ | (1,733 | ) | | $ | — | | | $ | 2,198,151 | |
Expenses: | | | | | | | | | | | | | | | | |
Direct operating | | | 1,498,819 | | | | (6,297 | ) | | | — | | | | 1,492,522 | |
Marketing | | | 25,979 | | | | (1,822 | ) | | | — | | | | 24,157 | |
Research and development | | | 6,757 | | | | — | | | | — | | | | 6,757 | |
General and administrative | | | 204,519 | | | | (987 | ) | | | — | | | | 203,532 | |
Depreciation and other | | | 179,027 | | | | (694 | ) | | | — | | | | 178,333 | |
Amortization of intangible assets | | | 5,378 | | | | (21 | ) | | | — | | | | 5,357 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 1,920,479 | | | | (9,821 | ) | | | — | | | | 1,910,658 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 279,405 | | | | 8,088 | | | | — | | | | 287,493 | |
Other income (expense), net: | | | | | | | | | | | | | | | | |
Loss from equity method investments, net | | | (5,184 | ) | | | — | | | | — | | | | (5,184 | ) |
Interest expense, net | | | (15,648 | ) | | | 8 | | | | — | | | | (15,640 | ) |
Other, net | | | (180 | ) | | | 25 | | | | — | | | | (155 | ) |
| | | | | | | | | | | | | | | | |
Total other income (expense), net | | | (21,012 | ) | | | 33 | | | | — | | | | (20,979 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 258,393 | | | | 8,121 | | | | — | | | | 266,514 | |
Income tax expense | | | (97,941 | ) | | | (2,270 | ) | | | — | | | | (100,211 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 160,452 | | | $ | 5,851 | | | $ | — | | | $ | 166,303 | |
| | | | | | | | | | | | | | | | |
| | | | |
Income from continuing operations per share – basic | | $ | 5.30 | | | | | | | | | | | $ | 5.49 | |
Income from continuing operations per share – diluted | | $ | 4.99 | | | | | | | | | | | $ | 5.17 | |
| | | | |
Weighted average number of shares – basic | | | 30,305 | | | | | | | | | | | | 30,305 | |
Weighted average number of shares – diluted | | | 32,174 | | | | | | | | | | | | 32,174 | |
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 2014
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | As Reported | | | Redbox Canada Adjustment | | | Pro Forma Adjustments | | | Pro Forma Outerwall Inc. | |
Assets | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 242,696 | | | $ | (1,042 | ) | | $ | — | | | $ | 241,654 | |
Accounts receivable, net of allowances | | | 48,590 | | | | (1,085 | ) | | | — | | | | 47,505 | |
Content library | | | 180,121 | | | | (3,631 | ) | | | — | | | | 176,490 | |
Prepaid expenses and other current assets | | | 39,837 | | | | (297 | ) | | | 5,483 | (a) | | | 45,023 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 511,244 | | | | (6,055 | ) | | | 5,483 | | | | 510,672 | |
Property and equipment, net | | | 428,468 | | | | (14,826 | ) | | | 9,378 | (b) | | | 423,020 | |
Deferred income taxes | | | 11,378 | | | | — | | | | (9,160 | )(a) | | | 2,218 | |
Goodwill and other intangible assets, net | | | 623,998 | | | | (43 | ) | | | — | | | | 623,955 | |
Other long-term assets | | | 8,231 | | | | (67 | ) | | | — | | | | 8,164 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 1,583,319 | | | $ | (20,991 | ) | | $ | 5,701 | | | $ | 1,568,029 | |
| | | | | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 168,633 | | | $ | (2,673 | ) | | $ | — | | | $ | 165,960 | |
Accrued payable to retailers | | | 126,290 | | | | (165 | ) | | | — | | | | 126,125 | |
Other accrued liabilities | | | 137,126 | | | | (870 | ) | | | (9,440 | )(a) | | | 126,816 | |
Current portion of long-term debt and other long-term liabilities | | | 20,416 | | | | — | | | | — | | | | 20,416 | |
Deferred income taxes | | | 21,432 | | | | — | | | | (28 | )(a) | | | 21,404 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 473,897 | | | | (3,708 | ) | | | (9,468 | ) | | | 460,721 | |
Long-term debt and other long-term liabilities | | | 973,669 | | | | (790 | ) | | | — | | | | 972,879 | |
Deferred income taxes | | | 38,375 | | | | — | | | | (590 | )(a) | | | 37,785 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,485,941 | | | | (4,498 | ) | | | (10,058 | ) | | | 1,471,385 | |
Total stockholders’ equity | | | 97,378 | | | | (16,493 | ) | | | 15,759 | | | | 96,644 | |
| | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,583,319 | | | $ | (20,991 | ) | | $ | 5,701 | | | $ | 1,568,029 | |
| | | | | | | | | | | | | | | | |
Notes To Unaudited Pro Forma Condensed Consolidated Financial Information
Note A – Pro Forma Adjustments
The following is a summary of the pro forma adjustments reflected in the Unaudited Pro Forma Condensed Consolidated Financial Information based on preliminary estimates, which may change as additional information is obtained:
(a) - Income Taxes
Reflects the adjustments to income tax payables, receivables, deferred tax assets, and deferred tax liabilities including the estimated benefit arising from a bad debt expense deduction associated with intercompany loan forgiveness which will be retained by the consolidated Company related to the shut-down of Redbox Canada GP.
(b) - Redbox Kiosks
Reflects the adjustments to transfer Redbox Canada kiosks to Redbox U.S. as partial satisfaction for intercompany debt. The kiosks will be utilized by the consolidated Company for future deployment into the Redbox U.S. network of kiosks.