Guarantor Subsidiaries (Notes) | 9 Months Ended |
Sep. 30, 2013 |
Guarantor Subsidiaries Disclosure [Abstract] | |
Guarantor Subsidiaries [Text Block] | GUARANTOR SUBSIDIARIES |
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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: |
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CONSOLIDATED BALANCE SHEETS |
(in thousands) |
As of September 30, 2013 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Assets | | | | | | | | | |
Current Assets: | | | | | | | | | |
Cash and cash equivalents | $ | 163,679 | | | $ | 14,057 | | | $ | 37,494 | | | $ | — | | | $ | 215,230 | |
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Accounts receivable, net of allowances | 1,284 | | | 54,395 | | | 2,945 | | | — | | | 58,624 | |
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Content library | 488 | | | 164,884 | | | 2,591 | | | — | | | 167,963 | |
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Deferred income taxes | 3,682 | | | — | | | — | | | (3,682 | ) | | — | |
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Prepaid expenses and other current assets | 34,349 | | | 30,465 | | | 855 | | | (69 | ) | | 65,600 | |
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Intercompany receivables | 233,523 | | | 229,212 | | | 4,241 | | | (466,976 | ) | | — | |
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Total current assets | 437,005 | | | 493,013 | | | 48,126 | | | (470,727 | ) | | 507,417 | |
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Property and equipment, net | 183,957 | | | 339,821 | | | 36,297 | | | — | | | 560,075 | |
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Notes receivable | 23,877 | | | — | | | — | | | — | | | 23,877 | |
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Deferred income taxes | — | | | — | | | 5,466 | | | — | | | 5,466 | |
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Goodwill and other intangible assets | 251,709 | | | 390,851 | | | — | | | 54 | | | 642,614 | |
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Other long-term assets | 11,714 | | | 33,191 | | | 13 | | | — | | | 44,918 | |
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Investment in related parties | 748,684 | | | 23,230 | | | — | | | (771,914 | ) | | — | |
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Total assets | $ | 1,656,946 | | | $ | 1,280,106 | | | $ | 89,902 | | | $ | (1,242,587 | ) | | $ | 1,784,367 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 15,273 | | | $ | 148,276 | | | $ | 1,561 | | | $ | — | | | $ | 165,110 | |
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Accrued payable to retailers | 69,303 | | | 43,241 | | | 15,991 | | | — | | | 128,535 | |
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Other accrued liabilities | 42,697 | | | 76,392 | | | 3,838 | | | (69 | ) | | 122,858 | |
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Current callable convertible debt | 51,625 | | | — | | | — | | | — | | | 51,625 | |
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Current portion of long-term debt and other | 18,594 | | | 5 | | | — | | | — | | | 18,599 | |
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Current portion of capital lease obligations | 13,023 | | | — | | | 363 | | | — | | | 13,386 | |
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Deferred income taxes | — | | | 16,377 | | | 17 | | | (3,682 | ) | | 12,712 | |
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Intercompany payables | 194,971 | | | 217,590 | | | 54,415 | | | (466,976 | ) | | — | |
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Total current liabilities | 405,486 | | | 501,881 | | | 76,185 | | | (470,727 | ) | | 512,825 | |
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Long-term debt and other long-term liabilities | 586,504 | | | 18,874 | | | 315 | | | — | | | 605,693 | |
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Capital lease obligations | 10,885 | | | — | | | 460 | | | — | | | 11,345 | |
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Deferred income taxes | 44,255 | | | 21,071 | | | 35 | | | — | | | 65,361 | |
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Total liabilities | 1,047,130 | | | 541,826 | | | 76,995 | | | (470,727 | ) | | 1,195,224 | |
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Commitments and contingencies | | | | | | | | | | | | | | |
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Debt conversion feature | 2,080 | | | — | | | — | | | — | | | 2,080 | |
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Stockholders’ Equity: | | | | | | | | | |
Preferred stock | — | | | — | | | — | | | — | | | — | |
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Common stock | 545,783 | | | 512,521 | | | 12,393 | | | (595,293 | ) | | 475,404 | |
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Treasury stock | (377,510 | ) | | — | | | — | | | — | | | (377,510 | ) |
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Retained earnings | 440,435 | | | 225,759 | | | 1,469 | | | (176,567 | ) | | 491,096 | |
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Accumulated other comprehensive loss | (972 | ) | | — | | | (955 | ) | | — | | | (1,927 | ) |
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Total stockholders’ equity | 607,736 | | | 738,280 | | | 12,907 | | | (771,860 | ) | | 587,063 | |
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Total liabilities and stockholders’ equity | $ | 1,656,946 | | | $ | 1,280,106 | | | $ | 89,902 | | | $ | (1,242,587 | ) | | $ | 1,784,367 | |
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CONSOLIDATED BALANCE SHEETS |
(in thousands) |
As of December 31, 2012 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Assets | | | | | | | | | |
Current Assets: | | | | | | | | | |
Cash and cash equivalents | $ | 242,489 | | | $ | — | | | $ | 40,759 | | | $ | (354 | ) | | $ | 282,894 | |
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Accounts receivable, net of allowances | 887 | | | 56,293 | | | 1,151 | | | — | | | 58,331 | |
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Content library | 1,130 | | | 173,339 | | | 2,940 | | | — | | | 177,409 | |
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Deferred income taxes | 27,372 | | | — | | | 899 | | | (21,084 | ) | | 7,187 | |
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Prepaid expenses and other current assets | 11,748 | | | 17,504 | | | 434 | | | — | | | 29,686 | |
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Intercompany receivables | 119,848 | | | 76,878 | | | 3,581 | | | (200,307 | ) | | — | |
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Total current assets | 403,474 | | | 324,014 | | | 49,764 | | | (221,745 | ) | | 555,507 | |
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Property and equipment, net | 188,251 | | | 368,620 | | | 29,253 | | | — | | | 586,124 | |
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Notes receivable | 26,731 | | | — | | | — | | | — | | | 26,731 | |
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Deferred income taxes | — | | | — | | | 1,334 | | | 39 | | | 1,373 | |
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Goodwill and other intangible assets | 253,395 | | | 90,614 | | | — | | | 54 | | | 344,063 | |
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Other long-term assets | 18,992 | | | 28,906 | | | 29 | | | — | | | 47,927 | |
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Investment in related parties | 90,828 | | | 24,395 | | | — | | | (115,223 | ) | | — | |
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Total assets | $ | 981,671 | | | $ | 836,549 | | | $ | 80,380 | | | $ | (336,875 | ) | | $ | 1,561,725 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 21,368 | | | $ | 225,463 | | | $ | 4,111 | | | $ | (354 | ) | | $ | 250,588 | |
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Accrued payable to retailers | 77,266 | | | 46,493 | | | 14,654 | | | — | | | 138,413 | |
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Other accrued liabilities | 50,314 | | | 92,724 | | | 3,087 | | | — | | | 146,125 | |
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Current portion of long-term debt and other | 15,312 | | | 217 | | | — | | | — | | | 15,529 | |
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Current portion of capital lease obligations | 13,002 | | | — | | | 348 | | | — | | | 13,350 | |
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Deferred income taxes | — | | | 21,084 | | | — | | | (21,084 | ) | | — | |
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Intercompany payables | 56,473 | | | 108,347 | | | 35,487 | | | (200,307 | ) | | — | |
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Total current liabilities | 233,735 | | | 494,328 | | | 57,687 | | | (221,745 | ) | | 564,005 | |
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Long-term debt and other long-term liabilities | 322,279 | | | 18,724 | | | 176 | | | — | | | 341,179 | |
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Capital lease obligations | 15,180 | | | — | | | 522 | | | — | | | 15,702 | |
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Deferred income taxes | 54,855 | | | 36,857 | | | — | | | 39 | | | 91,751 | |
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Total liabilities | 626,049 | | | 549,909 | | | 58,385 | | | (221,706 | ) | | 1,012,637 | |
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Commitments and contingencies | | | | | | | | | | | | | | |
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Stockholders’ Equity: | | | | | | | | | |
Preferred stock | — | | | — | | | — | | | — | | | — | |
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Common stock | 574,842 | | | 145,425 | | | 12,444 | | | (227,830 | ) | | 504,881 | |
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Treasury stock | (293,149 | ) | | — | | | — | | | — | | | (293,149 | ) |
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Retained earnings | 74,985 | | | 141,215 | | | 10,118 | | | 112,661 | | | 338,979 | |
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Accumulated other comprehensive loss | (1,056 | ) | | — | | | (567 | ) | | — | | | (1,623 | ) |
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Total stockholders’ equity | 355,622 | | | 286,640 | | | 21,995 | | | (115,169 | ) | | 549,088 | |
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Total liabilities and stockholders’ equity | $ | 981,671 | | | $ | 836,549 | | | $ | 80,380 | | | $ | (336,875 | ) | | $ | 1,561,725 | |
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
(in thousands) |
Three Months Ended September 30, 2013 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
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Revenue | $ | 68,301 | | | $ | 505,101 | | | $ | 13,951 | | | $ | — | | | $ | 587,353 | |
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Expenses: | | | | | | | | | |
Direct operating | 38,641 | | | 358,224 | | | 15,393 | | | (3,545 | ) | | 408,713 | |
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Marketing | 1,971 | | | 6,465 | | | 687 | | | — | | | 9,123 | |
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Research and development | 2,103 | | | 1,716 | | | — | | | — | | | 3,819 | |
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General and administrative | 12,269 | | | 45,483 | | | 533 | | | 3,553 | | | 61,838 | |
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Depreciation and other | 10,033 | | | 40,867 | | | 1,350 | | | — | | | 52,250 | |
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Amortization of intangible assets | 569 | | | 2,622 | | | — | | | — | | | 3,191 | |
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Total expenses | 65,586 | | | 455,377 | | | 17,963 | | | 8 | | | 538,934 | |
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Operating income (loss) | 2,715 | | | 49,724 | | | (4,012 | ) | | (8 | ) | | 48,419 | |
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Other income (expense), net: | | | | | | | | | |
Income (loss) from equity method investments, net | 67,069 | | | (9,135 | ) | | — | | | — | | | 57,934 | |
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Interest expense, net | (8,246 | ) | | (115 | ) | | (41 | ) | | — | | | (8,402 | ) |
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Other, net | (2,352 | ) | | 8 | | | (66 | ) | | 8 | | | (2,402 | ) |
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Total other income (expense), net | 56,471 | | | (9,242 | ) | | (107 | ) | | 8 | | | 47,130 | |
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Income (loss) before income taxes | 59,186 | | | 40,482 | | | (4,119 | ) | | — | | | 95,549 | |
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Income tax benefit (expense) | 564 | | | (14,962 | ) | | 1,505 | | | — | | | (12,893 | ) |
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Equity in income (losses) of subsidiaries | 20,214 | | | (2,614 | ) | | — | | | (17,600 | ) | | — | |
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Net income (loss) | 79,964 | | | 22,906 | | | (2,614 | ) | | (17,600 | ) | | 82,656 | |
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Foreign currency translation adjustment | 63 | | | — | | | 1,789 | | | — | | | 1,852 | |
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Comprehensive income (loss) | $ | 80,027 | | | $ | 22,906 | | | $ | (825 | ) | | $ | (17,600 | ) | | $ | 84,508 | |
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
(in thousands) |
Three Months Ended September 30, 2012 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
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Revenue | $ | 66,449 | | | $ | 458,834 | | | $ | 12,279 | | | $ | — | | | $ | 537,562 | |
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Expenses: | | | | | | | | | |
Direct operating | 36,187 | | | 308,259 | | | 9,830 | | | (2,735 | ) | | 351,541 | |
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Marketing | 1,742 | | | 5,366 | | | 405 | | | — | | | 7,513 | |
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Research and development | 2,697 | | | 443 | | | — | | | — | | | 3,140 | |
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General and administrative | 9,625 | | | 43,338 | | | 320 | | | 2,727 | | | 56,010 | |
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Depreciation and other | 9,628 | | | 39,956 | | | 886 | | | — | | | 50,470 | |
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Amortization of intangible assets | 570 | | | 1,449 | | | — | | | — | | | 2,019 | |
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Total expenses | 60,449 | | | 398,811 | | | 11,441 | | | (8 | ) | | 470,693 | |
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Operating income | 6,000 | | | 60,023 | | | 838 | | | 8 | | | 66,869 | |
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Other income (expense), net: | | | | | | | | | |
Income (loss) from equity method investments, net | (484 | ) | | (5,537 | ) | | — | | | — | | | (6,021 | ) |
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Interest income (expense), net | (4,345 | ) | | 466 | | | (13 | ) | | — | | | (3,892 | ) |
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Other, net | 41 | | | (66 | ) | | 12 | | | (8 | ) | | (21 | ) |
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Total other income (expense), net | (4,788 | ) | | (5,137 | ) | | (1 | ) | | (8 | ) | | (9,934 | ) |
Income before income taxes | 1,212 | | | 54,886 | | | 837 | | | — | | | 56,935 | |
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Income tax benefit (expense) | (287 | ) | | (20,123 | ) | | 249 | | | — | | | (20,161 | ) |
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Equity in income (losses) of subsidiaries | 35,849 | | | 1,086 | | | — | | | (36,935 | ) | | — | |
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Net income | 36,774 | | | 35,849 | | | 1,086 | | | (36,935 | ) | | 36,774 | |
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Foreign currency translation adjustment | 39 | | | — | | | 1,438 | | | — | | | 1,477 | |
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Comprehensive income | $ | 36,813 | | | $ | 35,849 | | | $ | 2,524 | | | $ | (36,935 | ) | | $ | 38,251 | |
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
(in thousands) |
Nine Months Ended September 30, 2013 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
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Revenue | $ | 189,923 | | | $ | 1,488,842 | | | $ | 37,504 | | | $ | — | | | $ | 1,716,269 | |
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Expenses: | | | | | | | | | |
Direct operating | 111,805 | | | 1,040,581 | | | 39,483 | | | (8,256 | ) | | 1,183,613 | |
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Marketing | 5,002 | | | 17,777 | | | 1,840 | | | — | | | 24,619 | |
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Research and development | 10,386 | | | 1,719 | | | — | | | — | | | 12,105 | |
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General and administrative | 31,899 | | | 131,388 | | | 1,249 | | | 8,264 | | | 172,800 | |
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Depreciation and other | 27,351 | | | 118,440 | | | 3,644 | | | — | | | 149,435 | |
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Amortization of intangible assets | 1,708 | | | 5,377 | | | — | | | — | | | 7,085 | |
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Total expenses | 188,151 | | | 1,315,282 | | | 46,216 | | | 8 | | | 1,549,657 | |
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Operating income (loss) | 1,772 | | | 173,560 | | | (8,712 | ) | | (8 | ) | | 166,612 | |
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Other income (expense), net: | | | | | | | | | |
Income (loss) from equity method investments, net | 65,050 | | | (23,770 | ) | | — | | | — | | | 41,280 | |
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Interest income (expense), net | (26,200 | ) | | 338 | | | (91 | ) | | — | | | (25,953 | ) |
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Other, net | (3,442 | ) | | 219 | | | (108 | ) | | 8 | | | (3,323 | ) |
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Total other income (expense), net | 35,408 | | | (23,213 | ) | | (199 | ) | | 8 | | | 12,004 | |
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Income (loss) before income taxes | 37,180 | | | 150,347 | | | (8,911 | ) | | — | | | 178,616 | |
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Income tax benefit (expense) | 27,314 | | | (56,767 | ) | | 2,954 | | | — | | | (26,499 | ) |
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Equity in income (losses) of subsidiaries | 90,313 | | | (3,266 | ) | | — | | | (87,047 | ) | | — | |
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Net income (loss) | 154,807 | | | 90,314 | | | (5,957 | ) | | (87,047 | ) | | 152,117 | |
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Foreign currency translation adjustment | 84 | | | — | | | (388 | ) | | — | | | (304 | ) |
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Comprehensive income (loss) | $ | 154,891 | | | $ | 90,314 | | | $ | (6,345 | ) | | $ | (87,047 | ) | | $ | 151,813 | |
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
(in thousands) |
Nine Months Ended September 30, 2012 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
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Revenue | $ | 185,701 | | | $ | 1,419,678 | | | $ | 32,582 | | | $ | — | | | $ | 1,637,961 | |
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Expenses: | | | | | | | | | |
Direct operating | 104,508 | | | 975,729 | | | 23,751 | | | (5,238 | ) | | 1,098,750 | |
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Marketing | 4,976 | | | 13,794 | | | 1,310 | | | — | | | 20,080 | |
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Research and development | 8,940 | | | 1,744 | | | — | | | — | | | 10,684 | |
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General and administrative | 28,984 | | | 121,539 | | | 856 | | | 5,230 | | | 156,609 | |
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Depreciation and other | 23,485 | | | 107,626 | | | 2,468 | | | — | | | 133,579 | |
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Amortization of intangible assets | 1,776 | | | 1,554 | | | — | | | — | | | 3,330 | |
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Total expenses | 172,669 | | | 1,221,986 | | | 28,385 | | | (8 | ) | | 1,423,032 | |
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Operating income | 13,032 | | | 197,692 | | | 4,197 | | | 8 | | | 214,929 | |
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Other income (expense), net: | | | | | | | | | |
Income (loss) from equity method investments, net | (1,580 | ) | | 5,674 | | | — | | | — | | | 4,094 | |
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Interest income (expense), net | (13,181 | ) | | 2,167 | | | (19 | ) | | | | | (11,033 | ) |
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Other, net | 175 | | | (199 | ) | | (5 | ) | | (8 | ) | | (37 | ) |
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Total other income (expense), net | (14,586 | ) | | 7,642 | | | (24 | ) | | (8 | ) | | (6,976 | ) |
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Income (loss) before income taxes | (1,554 | ) | | 205,334 | | | 4,173 | | | — | | | 207,953 | |
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Income tax benefit (expense) | (970 | ) | | (80,084 | ) | | 446 | | | — | | | (80,608 | ) |
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Equity in income of subsidiaries | 129,869 | | | 4,619 | | | — | | | (134,488 | ) | | — | |
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Net income | 127,345 | | | 129,869 | | | 4,619 | | | (134,488 | ) | | 127,345 | |
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Foreign currency translation adjustment | (184 | ) | | — | | | 1,526 | | | — | | | 1,342 | |
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Comprehensive income | $ | 127,161 | | | $ | 129,869 | | | $ | 6,145 | | | $ | (134,488 | ) | | $ | 128,687 | |
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CONSOLIDATED STATEMENT OF CASH FLOWS |
(in thousands) |
Nine Months Ended September 30, 2013 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
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Operating Activities: | | | | | | | | | |
Net income | $ | 154,807 | | | $ | 90,314 | | | $ | (5,957 | ) | | $ | (87,047 | ) | | $ | 152,117 | |
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Adjustments to reconcile net income to net cash flows from operating activities: | | | | | | | | | |
Depreciation and other | 27,351 | | | 118,440 | | | 3,644 | | | — | | | 149,435 | |
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Amortization of intangible assets and deferred financing fees | 3,590 | | | 5,377 | | | — | | | — | | | 8,967 | |
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Share-based payments expense | 7,206 | | | 4,248 | | | — | | | — | | | 11,454 | |
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Excess tax benefits on share-based payments | (3,347 | ) | | — | | | — | | | — | | | (3,347 | ) |
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Deferred income taxes | 17,698 | | | (26,759 | ) | | (3,037 | ) | | — | | | (12,098 | ) |
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(Income) loss from equity method investments, net | (65,050 | ) | | 23,770 | | | — | | | — | | | (41,280 | ) |
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Non-cash interest on convertible debt | 3,323 | | | — | | | — | | | — | | | 3,323 | |
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Loss from extinguishments of callable convertible debt | 5,950 | | | — | | | — | | | — | | | 5,950 | |
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Other | 1,195 | | | (175 | ) | | — | | | — | | | 1,020 | |
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Equity in (income) losses of subsidiaries | (90,313 | ) | | 3,266 | | | — | | | 87,047 | | | — | |
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Cash flows from changes in operating assets and liabilities: | | | | | | | | | |
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Accounts receivable | (398 | ) | | 1,916 | | | (1,824 | ) | | — | | | (306 | ) |
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Content library | 641 | | | 8,455 | | | 350 | | | — | | | 9,446 | |
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Prepaid expenses and other current assets | (22,600 | ) | | (8,511 | ) | | (414 | ) | | 69 | | | (31,456 | ) |
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Other assets | 163 | | | 91 | | | 15 | | | — | | | 269 | |
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Accounts payable | 18 | | | (84,145 | ) | | (1,137 | ) | | 354 | | | (84,910 | ) |
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Accrued payable to retailers | (7,963 | ) | | (3,252 | ) | | 1,574 | | | — | | | (9,641 | ) |
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Other accrued liabilities | (5,366 | ) | | (21,857 | ) | | 740 | | | (69 | ) | | (26,552 | ) |
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Net cash flows from operating activities | 26,905 | | | 111,178 | | | (6,046 | ) | | 354 | | | 132,391 | |
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Investing Activities: | | | | | | | | | |
Acquisition of ecoATM, net of cash acquired | (244,036 | ) | | — | | | — | | | — | | | (244,036 | ) |
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Purchases of property and equipment | (46,496 | ) | | (49,928 | ) | | (12,192 | ) | | — | | | (108,616 | ) |
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Proceeds from sale of property and equipment | 12,078 | | | 803 | | | 7 | | | — | | | 12,888 | |
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Receipt of note receivable principal | 95 | | | — | | | — | | | — | | | 95 | |
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Cash paid for equity investments | — | | | (28,000 | ) | | — | | | — | | | (28,000 | ) |
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Investments in and advances to affiliates | 4,031 | | | (19,782 | ) | | 15,751 | | | — | | | — | |
|
Net cash flows from investing activities | (274,328 | ) | | (96,907 | ) | | 3,566 | | | — | | | (367,669 | ) |
|
Financing Activities: | | | | | | | | | |
Proceeds from issuance of senior unsecured notes | 343,769 | | | — | | | — | | | — | | | 343,769 | |
|
Proceeds from new borrowing of credit facility | 150,000 | | | — | | | — | | | — | | | 150,000 | |
|
Principal payments on credit facility | (60,938 | ) | | — | | | — | | | — | | | (60,938 | ) |
|
Financing costs associated with senior unsecured notes | (444 | ) | | — | | | — | | | — | | | (444 | ) |
|
Repurchase of convertible debt | (169,664 | ) | | — | | | — | | | — | | | (169,664 | ) |
|
Repurchases of common stock | (95,004 | ) | | — | | | — | | | — | | | (95,004 | ) |
|
Principal payments on capital lease obligations and other debt | (10,300 | ) | | (214 | ) | | (310 | ) | | — | | | (10,824 | ) |
|
Excess tax benefits related to share-based payments | 3,347 | | | — | | | — | | | — | | | 3,347 | |
|
Proceeds from exercise of stock options, net | 7,763 | | | — | | | — | | | — | | | 7,763 | |
|
Net cash flows from financing activities | 168,529 | | | (214 | ) | | (310 | ) | | — | | | 168,005 | |
|
Effect of exchange rate changes on cash | 84 | | | — | | | (475 | ) | | — | | | (391 | ) |
|
Increase (decrease) in cash and cash equivalents | (78,810 | ) | | 14,057 | | | (3,265 | ) | | 354 | | | (67,664 | ) |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 242,489 | | | — | | | 40,759 | | | (354 | ) | | 282,894 | |
|
End of period | $ | 163,679 | | | $ | 14,057 | | | $ | 37,494 | | | $ | — | | | $ | 215,230 | |
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENT OF CASH FLOWS |
(in thousands) |
Nine Months Ended September 30, 2012 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
|
Operating Activities: | | | | | | | | | |
Net income | $ | 127,345 | | | $ | 129,869 | | | $ | 4,619 | | | $ | (134,488 | ) | | $ | 127,345 | |
|
Adjustments to reconcile net income to net cash flows from operating activities: | | | | | | | | | |
|
Depreciation and other | 23,485 | | | 107,626 | | | 2,468 | | | — | | | 133,579 | |
|
Amortization of intangible assets and deferred financing fees | 3,371 | | | 1,554 | | | — | | | — | | | 4,925 | |
|
Share-based payments expense | 7,933 | | | 5,211 | | | — | | | — | | | 13,144 | |
|
Excess tax benefits on share-based payments | (5,673 | ) | | — | | | — | | | — | | | (5,673 | ) |
|
Deferred income taxes | 23,371 | | | 49,597 | | | 222 | | | — | | | 73,190 | |
|
(Income) loss from equity method investments, net | 1,580 | | | (5,674 | ) | | — | | | — | | | (4,094 | ) |
|
Non-cash interest on convertible debt | 5,270 | | | — | | | — | | | — | | | 5,270 | |
|
Other | (1,905 | ) | | (2,202 | ) | | — | | | — | | | (4,107 | ) |
|
Equity in (income) losses of subsidiaries | (129,869 | ) | | (4,619 | ) | | — | | | 134,488 | | | — | |
|
Cash flows from changes in operating assets and liabilities: | | | | | | | | | |
Accounts receivable | (162 | ) | | (2,275 | ) | | (555 | ) | | — | | | (2,992 | ) |
|
Content library | (190 | ) | | 8,674 | | | (2,083 | ) | | — | | | 6,401 | |
|
Prepaid expenses and other current assets | (2,339 | ) | | (7,351 | ) | | (342 | ) | | 24 | | | (10,008 | ) |
|
Other assets | 364 | | | 872 | | | (44 | ) | | (771 | ) | | 421 | |
|
Accounts payable | (2,844 | ) | | (37,910 | ) | | 1,780 | | | (1,228 | ) | | (40,202 | ) |
|
Accrued payable to retailers | 5,734 | | | (520 | ) | | (42 | ) | | — | | | 5,172 | |
|
Other accrued liabilities | (2,649 | ) | | 12,293 | | | (1,068 | ) | | 747 | | | 9,323 | |
|
Net cash flows from operating activities | 52,822 | | | 255,145 | | | 4,955 | | | (1,228 | ) | | 311,694 | |
|
Investing Activities: | | | | | | | | | |
Purchases of property and equipment | (43,301 | ) | | (81,727 | ) | | (8,153 | ) | | — | | | (133,181 | ) |
|
Proceeds from sale of property and equipment | 270 | | | 494 | | | 55 | | | — | | | 819 | |
|
Acquisition of NCR DVD kiosk business | — | | | (100,000 | ) | | — | | | — | | | (100,000 | ) |
|
Cash paid for equity investments | (10,877 | ) | | (28,850 | ) | | — | | | — | | | (39,727 | ) |
|
Investments in and advances to affiliates | 35,149 | | | (37,772 | ) | | 2,623 | | | — | | | — | |
|
Net cash flows from investing activities | (18,759 | ) | | (247,855 | ) | | (5,475 | ) | | — | | | (272,089 | ) |
|
Financing Activities: | | | | | | | | | |
|
Principal payments on credit facility | (7,668 | ) | | — | | | — | | | — | | | (7,668 | ) |
|
Repurchases of common stock | (63,070 | ) | | — | | | — | | | — | | | (63,070 | ) |
|
Principal payments on capital lease obligations and other debt | (5,652 | ) | | (7,290 | ) | | (260 | ) | | — | | | (13,202 | ) |
|
Excess tax benefits related to share-based payments | 5,673 | | | — | | | — | | | — | | | 5,673 | |
|
Proceeds from exercise of stock options, net | 4,034 | | | — | | | — | | | — | | | 4,034 | |
|
Net cash flows from financing activities | (66,683 | ) | | (7,290 | ) | | (260 | ) | | — | | | (74,233 | ) |
|
Effect of exchange rate changes on cash | (181 | ) | | — | | | 1,412 | | | — | | | 1,231 | |
|
Increase (decrease) in cash and cash equivalents | (32,801 | ) | | — | | | 632 | | | (1,228 | ) | | (33,397 | ) |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 310,259 | | | — | | | 31,766 | | | (170 | ) | | 341,855 | |
|
End of period | $ | 277,458 | | | $ | — | | | $ | 32,398 | | | $ | (1,398 | ) | | $ | 308,458 | |
|
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