Guarantor Subsidiaries | 12 Months Ended |
Dec. 31, 2013 |
Guarantor Subsidiaries Disclosure [Abstract] | ' |
Guarantor Subsidiaries [Text Block] | ' |
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 |
|
| As of December 31, 2013 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Assets | | | | | | | | | |
Current Assets: | | | | | | | | | |
Cash and cash equivalents | $ | 315,250 | | | $ | 9,639 | | | $ | 46,548 | | | $ | — | | | $ | 371,437 | |
|
Accounts receivable, net of allowances | 2,029 | | | 45,672 | | | 2,595 | | | — | | | 50,296 | |
|
Content library | 37 | | | 196,695 | | | 3,136 | | | — | | | 199,868 | |
|
Deferred income taxes | 12,152 | | | — | | | 8 | | | (12,149 | ) | | 11 | |
|
Prepaid expenses and other current assets | 55,512 | | | 28,234 | | | 952 | | | — | | | 84,698 | |
|
Intercompany receivables | 180,100 | | | 355,418 | | | 5,093 | | | (540,611 | ) | | — | |
|
Total current assets | 565,080 | | | 635,658 | | | 58,332 | | | (552,760 | ) | | 706,310 | |
|
Property and equipment, net | 163,747 | | | 320,296 | | | 36,822 | | | — | | | 520,865 | |
|
Deferred income taxes | — | | | — | | | 6,412 | | | 31 | | | 6,443 | |
|
Goodwill and other intangible assets | 251,150 | | | 387,540 | | | — | | | — | | | 638,690 | |
|
Other long-term assets | 12,473 | | | 11,499 | | | 420 | | | — | | | 24,392 | |
|
Investment in related parties | 815,243 | | | 4,825 | | | — | | | (820,068 | ) | | — | |
|
Total assets | $ | 1,807,693 | | | $ | 1,359,818 | | | $ | 101,986 | | | $ | (1,372,797 | ) | | $ | 1,896,700 | |
|
Liabilities and Stockholders’ Equity | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 17,336 | | | $ | 215,703 | | | $ | 2,979 | | | $ | — | | | $ | 236,018 | |
|
Accrued payable to retailers | 71,085 | | | 48,126 | | | 14,929 | | | — | | | 134,140 | |
|
Other accrued liabilities | 59,444 | | | 71,607 | | | 3,076 | | | — | | | 134,127 | |
|
Current callable convertible debt | 49,702 | | | — | | | — | | | — | | | 49,702 | |
|
Current portion of long-term debt and other | 42,187 | | | 3 | | | — | | | — | | | 42,190 | |
|
Current portion of capital lease obligations | 11,630 | | | — | | | 367 | | | — | | | 11,997 | |
|
Deferred income taxes | — | | | 35,292 | | | — | | | (12,149 | ) | | 23,143 | |
|
Intercompany payables | 315,615 | | | 154,565 | | | 70,432 | | | (540,612 | ) | | — | |
|
Total current liabilities | 566,999 | | | 525,296 | | | 91,783 | | | (552,761 | ) | | 631,317 | |
|
Long-term debt and other long-term liabilities | 658,032 | | | 18,748 | | | 576 | | | — | | | 677,356 | |
|
Capital lease obligations | 8,912 | | | — | | | 452 | | | — | | | 9,364 | |
|
Deferred income taxes | 45,307 | | | 13,190 | | | — | | | 31 | | | 58,528 | |
|
Total liabilities | 1,279,250 | | | 557,234 | | | 92,811 | | | (552,730 | ) | | 1,376,565 | |
|
Commitments and contingencies | | | | | | | | | | | | | | |
|
Debt conversion feature | 1,446 | | | — | | | — | | | — | | | 1,446 | |
|
Stockholders’ Equity: | | | | | | | | | |
Preferred stock | — | | | — | | | — | | | — | | | — | |
|
Common stock | 596,995 | | | 225,016 | | | 12,393 | | | (351,923 | ) | | 482,481 | |
|
Treasury stock | (476,796 | ) | | — | | | — | | | — | | | (476,796 | ) |
|
Retained earnings | 407,959 | | | 577,568 | | | (3,612 | ) | | (468,144 | ) | | 513,771 | |
|
Accumulated other comprehensive loss | (1,161 | ) | | — | | | 394 | | | — | | | (767 | ) |
|
Total stockholders’ equity | 526,997 | | | 802,584 | | | 9,175 | | | (820,067 | ) | | 518,689 | |
|
Total liabilities and stockholders’ equity | $ | 1,807,693 | | | $ | 1,359,818 | | | $ | 101,986 | | | $ | (1,372,797 | ) | | $ | 1,896,700 | |
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATING BALANCE SHEETS |
|
| As of December 31, 2012 |
(in thousands) | 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 | |
|
Accounts receivable, net of allowances | 887 | | | 56,293 | | | 1,151 | | | — | | | 58,331 | |
|
Content library | 1,130 | | | 173,339 | | | 2,940 | | | — | | | 177,409 | |
|
Deferred income taxes | 27,372 | | | — | | | 899 | | | (21,084 | ) | | 7,187 | |
|
Prepaid expenses and other current assets | 11,748 | | | 17,504 | | | 434 | | | — | | | 29,686 | |
|
Intercompany receivables | 119,848 | | | 76,878 | | | 3,581 | | | (200,307 | ) | | — | |
|
Total current assets | 403,474 | | | 324,014 | | | 49,764 | | | (221,745 | ) | | 555,507 | |
|
Property and equipment, net | 188,251 | | | 368,620 | | | 29,253 | | | — | | | 586,124 | |
|
Notes receivable | 26,731 | | | — | | | — | | | — | | | 26,731 | |
|
Deferred income taxes | — | | | — | | | 1,334 | | | 39 | | | 1,373 | |
|
Goodwill and other intangible assets | 253,395 | | | 90,614 | | | — | | | 54 | | | 344,063 | |
|
Other long-term assets | 18,992 | | | 28,906 | | | 29 | | | — | | | 47,927 | |
|
Investment in related parties | 90,828 | | | 24,395 | | | — | | | (115,223 | ) | | — | |
|
Total assets | $ | 981,671 | | | $ | 836,549 | | | $ | 80,380 | | | $ | (336,875 | ) | | $ | 1,561,725 | |
|
Liabilities and Stockholders’ Equity | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 21,368 | | | $ | 225,463 | | | $ | 4,111 | | | $ | (354 | ) | | $ | 250,588 | |
|
Accrued payable to retailers | 77,266 | | | 46,493 | | | 14,654 | | | — | | | 138,413 | |
|
Other accrued liabilities | 50,314 | | | 92,724 | | | 3,087 | | | — | | | 146,125 | |
|
Current portion of long-term debt and other | 15,312 | | | 217 | | | — | | | — | | | 15,529 | |
|
Current portion of capital lease obligations | 13,002 | | | — | | | 348 | | | — | | | 13,350 | |
|
Deferred income taxes | — | | | 21,084 | | | — | | | (21,084 | ) | | — | |
|
Intercompany payables | 56,473 | | | 108,347 | | | 35,487 | | | (200,307 | ) | | — | |
|
Total current liabilities | 233,735 | | | 494,328 | | | 57,687 | | | (221,745 | ) | | 564,005 | |
|
Long-term debt and other long-term liabilities | 322,279 | | | 18,724 | | | 176 | | | — | | | 341,179 | |
|
Capital lease obligations | 15,180 | | | — | | | 522 | | | — | | | 15,702 | |
|
Deferred income taxes | 54,855 | | | 36,857 | | | — | | | 39 | | | 91,751 | |
|
Total liabilities | 626,049 | | | 549,909 | | | 58,385 | | | (221,706 | ) | | 1,012,637 | |
|
Commitments and contingencies | | | | | | | | | | | | | | |
|
Stockholders’ Equity: | | | | | | | | | |
Preferred stock | — | | | — | | | — | | | — | | | — | |
|
Common stock | 574,842 | | | 145,425 | | | 12,444 | | | (227,830 | ) | | 504,881 | |
|
Treasury stock | (293,149 | ) | | — | | | — | | | — | | | (293,149 | ) |
|
Retained earnings | 74,985 | | | 141,215 | | | 10,118 | | | 112,661 | | | 338,979 | |
|
Accumulated other comprehensive loss | (1,056 | ) | | — | | | (567 | ) | | — | | | (1,623 | ) |
|
Total stockholders’ equity | 355,622 | | | 286,640 | | | 21,995 | | | (115,169 | ) | | 549,088 | |
|
Total liabilities and stockholders’ equity | $ | 981,671 | | | $ | 836,549 | | | $ | 80,380 | | | $ | (336,875 | ) | | $ | 1,561,725 | |
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
|
| Year Ended December 31, 2013 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Revenue | $ | 255,251 | | | $ | 1,999,539 | | | $ | 51,811 | | | $ | — | | | $ | 2,306,601 | |
|
Expenses: | | | | | | | | | |
Direct operating | 138,859 | | | 1,394,932 | | | 54,433 | | | (12,947 | ) | | 1,575,277 | |
|
Marketing | 6,540 | | | 23,269 | | | 2,593 | | | — | | | 32,402 | |
|
Research and development | 8,973 | | | 4,111 | | | — | | | — | | | 13,084 | |
|
General and administrative | 33,747 | | | 171,505 | | | 3,569 | | | 12,955 | | | 221,776 | |
|
Depreciation and other | 28,101 | | | 158,801 | | | 5,259 | | | — | | | 192,161 | |
|
Amortization of intangible assets | 2,245 | | | 8,688 | | | — | | | — | | | 10,933 | |
|
Total expenses | 218,465 | | | 1,761,306 | | | 65,854 | | | 8 | | | 2,045,633 | |
|
Operating income (loss) | 36,786 | | | 238,233 | | | (14,043 | ) | | (8 | ) | | 260,968 | |
|
Other income (expense), net: | | | | | | | | | |
Income (loss) from equity method investments, net | 65,063 | | | (45,135 | ) | | — | | | — | | | 19,928 | |
|
Interest expense, net | (32,930 | ) | | 257 | | | (128 | ) | | — | | | (32,801 | ) |
|
Other, net | (3,868 | ) | | 258 | | | (1,925 | ) | | 8 | | | (5,527 | ) |
|
Total other income (expense), net | 28,265 | | | (44,620 | ) | | (2,053 | ) | | 8 | | | (18,400 | ) |
|
Income (loss) from continuing operations before income taxes | 65,051 | | | 193,613 | | | (16,096 | ) | | — | | | 242,568 | |
|
Income tax benefit (expense) | 30,893 | | | (70,429 | ) | | 5,059 | | | — | | | (34,477 | ) |
|
Income from continuing operations | 95,944 | | | 123,184 | | | (11,037 | ) | | — | | | 208,091 | |
|
Loss from discontinued operations, net of tax | (30,834 | ) | | (2,465 | ) | | — | | | — | | | (33,299 | ) |
|
Equity in income (loss) of subsidiaries | 109,682 | | | (11,037 | ) | | — | | | (98,645 | ) | | — | |
|
Net Income (loss) | 174,792 | | | 109,682 | | | (11,037 | ) | | (98,645 | ) | | 174,792 | |
|
Foreign currency translation adjustment(1) | (105 | ) | | — | | | 961 | | | — | | | 856 | |
|
Comprehensive income (loss) | $ | 174,687 | | | $ | 109,682 | | | $ | (10,076 | ) | | $ | (98,645 | ) | | $ | 175,648 | |
|
| | | | | | | | | | | | | | | | | | | |
-1 | Foreign currency translation adjustment had no tax effect in 2013. | | | | | | | | | | | | | | | | | | |
|
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
|
| Year Ended December 31, 2012 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Revenue | $ | 247,906 | | | $ | 1,907,037 | | | $ | 44,941 | | | $ | — | | | $ | 2,199,884 | |
|
Expenses: | | | | | | | | | |
Direct operating | 137,092 | | | 1,334,227 | | | 45,838 | | | (18,338 | ) | | 1,498,819 | |
|
Marketing | 5,020 | | | 18,676 | | | 2,283 | | | — | | | 25,979 | |
|
Research and development | 6,018 | | | 739 | | | — | | | — | | | 6,757 | |
|
General and administrative | 23,442 | | | 161,814 | | | 931 | | | 18,332 | | | 204,519 | |
|
Depreciation and other | 30,716 | | | 144,805 | | | 3,506 | | | — | | | 179,027 | |
|
Amortization of intangible assets | 2,346 | | | 3,032 | | | — | | | — | | | 5,378 | |
|
Total expenses | 204,634 | | | 1,663,293 | | | 52,558 | | | (6 | ) | | 1,920,479 | |
|
Operating income (loss) | 43,272 | | | 243,744 | | | (7,617 | ) | | 6 | | | 279,405 | |
|
Other income (expense), net: | | | | | | | | | |
Loss from equity method investments, net | (2,179 | ) | | (3,005 | ) | | — | | | — | | | (5,184 | ) |
|
Interest income (expense), net | (18,161 | ) | | 2,554 | | | (41 | ) | | — | | | (15,648 | ) |
|
Other, net | 98 | | | (264 | ) | | (8 | ) | | (6 | ) | | (180 | ) |
|
Total other income (expense), net | (20,242 | ) | | (715 | ) | | (49 | ) | | (6 | ) | | (21,012 | ) |
Income (loss) from continuing operations before income taxes | 23,030 | | | 243,029 | | | (7,666 | ) | | — | | | 258,393 | |
|
Income tax benefit (expense) | (5,518 | ) | | (93,734 | ) | | 1,311 | | | — | | | (97,941 | ) |
|
Income (loss) from continuing operations | 17,512 | | | 149,295 | | | (6,355 | ) | | — | | | $ | 160,452 | |
|
Loss from discontinued operations, net of tax | (8,609 | ) | | (1,613 | ) | | — | | | — | | | $ | (10,222 | ) |
|
Equity in income (loss) of subsidiaries | 141,327 | | | (6,355 | ) | | — | | | (134,972 | ) | | — | |
|
Net income (loss) | 150,230 | | | 141,327 | | | (6,355 | ) | | (134,972 | ) | | 150,230 | |
|
Foreign currency translation adjustment(1) | (196 | ) | | — | | | 1,244 | | | — | | | 1,048 | |
|
Comprehensive income (loss) | $ | 150,034 | | | $ | 141,327 | | | $ | (5,111 | ) | | $ | (134,972 | ) | | $ | 151,278 | |
|
| | | | | | | | | | | | | | | | | | | |
-1 | Foreign currency translation adjustment had no tax effect in 2012. | | | | | | | | | | | | | | | | | | |
|
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
|
| Year Ended December 31, 2011 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Revenue | $ | 239,043 | | | $ | 1,561,982 | | | $ | 43,021 | | | $ | — | | | $ | 1,844,046 | |
|
Expenses: | | | | | | | | | |
Direct operating | 123,975 | | | 1,135,194 | | | 24,621 | | | (3,553 | ) | | 1,280,237 | |
|
Marketing | 5,784 | | | 22,300 | | | 366 | | | — | | | 28,450 | |
|
Research and development | 7,466 | | | 85 | | | — | | | — | | | 7,551 | |
|
General and administrative | 19,554 | | | 125,358 | | | 8,957 | | | 3,553 | | | 157,422 | |
|
Depreciation and other | 25,524 | | | 116,106 | | | 3,002 | | | — | | | 144,632 | |
|
Amortization of intangible assets | 2,548 | | | 192 | | | — | | | — | | | 2,740 | |
|
Total expenses | 184,851 | | | 1,399,235 | | | 36,946 | | | — | | | 1,621,032 | |
|
Operating income | 54,192 | | | 162,747 | | | 6,075 | | | — | | | 223,014 | |
|
Other income (expense): | | | | | | | | | |
Loss from equity method investments, net | (1,591 | ) | | — | | | — | | | — | | | (1,591 | ) |
|
Interest expense, net | (21,564 | ) | | (2,245 | ) | | (13 | ) | | — | | | (23,822 | ) |
|
Other, net | (1,179 | ) | | 316 | | | 1,119 | | | — | | | 256 | |
|
Total other income (expense) | (24,334 | ) | | (1,929 | ) | | 1,106 | | | — | | | (25,157 | ) |
|
Income from continuing operations before income taxes | 29,858 | | | 160,818 | | | 7,181 | | | — | | | 197,857 | |
|
Income tax expense | (9,901 | ) | | (64,123 | ) | | (899 | ) | | — | | | (74,923 | ) |
|
Income from continuing operations | 19,957 | | | 96,695 | | | 6,282 | | | — | | | 122,934 | |
|
Income (loss) from discontinued operations, net of tax | (19,164 | ) | | 177 | | | (64 | ) | | — | | | (19,051 | ) |
|
Equity in income (loss) of subsidiaries | 103,090 | | | 5,149 | | | — | | | (108,239 | ) | | — | |
|
Net income (loss) | 103,883 | | | 102,021 | | | 6,218 | | | (108,239 | ) | | 103,883 | |
|
Other comprehensive income (Note 15): | | | | | | | | | |
Foreign currency translation adjustment(1) | 320 | | | (102 | ) | | (376 | ) | | (97 | ) | | (255 | ) |
|
Reclassification of interest rate hedges to interest expense | 896 | | | — | | | — | | | — | | | 896 | |
|
Loss on short-term investments | (20 | ) | | — | | | — | | | — | | | (20 | ) |
|
Income tax expense related to items of other comprehensive income | (342 | ) | | — | | | — | | | — | | | (342 | ) |
|
Other comprehensive income (loss), net of tax | 854 | | | (102 | ) | | (376 | ) | | (97 | ) | | 279 | |
|
Comprehensive income | $ | 104,737 | | | $ | 101,919 | | | $ | 5,842 | | | $ | (108,336 | ) | | $ | 104,162 | |
|
| | | | | | | | | | | | | | | | | | | |
-1 | Foreign currency translation adjustment had no tax effect in 2011. | | | | | | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| Year Ended December 31, 2013 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Operating Activities: | | | | | | | | | |
Net income | $ | 174,792 | | | $ | 109,682 | | | $ | (11,037 | ) | | $ | (98,645 | ) | | $ | 174,792 | |
|
Adjustments to reconcile net income to net cash flows: | | | | | | | | | |
Depreciation and other | 29,640 | | | 158,801 | | | 5,259 | | | — | | | 193,700 | |
|
Amortization of intangible assets and deferred financing fees | 4,773 | | | 8,688 | | | — | | | — | | | 13,461 | |
|
Share-based payments expense | 9,903 | | | 6,928 | | | — | | | — | | | 16,831 | |
|
Excess tax benefits on share-based payments | (3,698 | ) | | — | | | — | | | — | | | (3,698 | ) |
|
Deferred income taxes | 9,228 | | | (15,727 | ) | | (4,434 | ) | | — | | | (10,933 | ) |
|
Impairment expense(1) | 32,444 | | | 288 | | | — | | | — | | | 32,732 | |
|
(Income) loss from equity method investments, net | (65,063 | ) | | 45,135 | | | — | | | — | | | (19,928 | ) |
|
Non-cash interest on convertible debt | 3,866 | | | — | | | — | | | — | | | 3,866 | |
|
Loss from extinguishments of callable convertible debt | 6,013 | | | — | | | — | | | — | | | 6,013 | |
|
Other | 827 | | | (2,951 | ) | | 31 | | | 54 | | | (2,039 | ) |
|
Equity in (income) losses of subsidiaries | (109,682 | ) | | 11,037 | | | — | | | 98,645 | | | — | |
|
Cash flows from changes in operating assets and liabilities: | | | | | | | | | |
|
Accounts receivable, net | (1,144 | ) | | 10,639 | | | (1,517 | ) | | — | | | 7,978 | |
|
Content library | 1,093 | | | (23,357 | ) | | (195 | ) | | — | | | (22,459 | ) |
|
Prepaid expenses and other current assets | (43,762 | ) | | (6,280 | ) | | (500 | ) | | — | | | (50,542 | ) |
|
Other assets | 201 | | | 400 | | | (371 | ) | | — | | | 230 | |
|
Accounts payable | 1,319 | | | (4,151 | ) | | 226 | | | 354 | | | (2,252 | ) |
|
Accrued payable to retailers | (6,181 | ) | | 1,633 | | | 460 | | | — | | | (4,088 | ) |
|
Other accrued liabilities | 13,184 | | | (22,751 | ) | | (6 | ) | | — | | | (9,573 | ) |
|
Net cash flows from operating activities | 57,753 | | | 278,014 | | | (12,084 | ) | | 408 | | | 324,091 | |
|
Investing Activities: | | | | | | | | | |
Acquisition of ecoATM, net of cash acquired | (244,036 | ) | | — | | | — | | | — | | | (244,036 | ) |
|
Purchases of property and equipment | (58,763 | ) | | (84,688 | ) | | (14,218 | ) | | — | | | (157,669 | ) |
|
Proceeds from sale of property and equipment | 12,147 | | | 1,189 | | | 8 | | | — | | | 13,344 | |
|
Receipt of note receivable principal | 22,913 | | | — | | | — | | | — | | | 22,913 | |
|
Cash paid for equity investments | — | | | (28,000 | ) | | — | | | — | | | (28,000 | ) |
|
Investments in and advances to affiliates | 125,856 | | | (156,659 | ) | | 30,857 | | | (54 | ) | | — | |
|
Net cash flows from investing activities | (141,883 | ) | | (268,158 | ) | | 16,647 | | | (54 | ) | | (393,448 | ) |
|
Financing Activities: | | | | | | | | | |
Proceeds from issuance of senior unsecured notes | 343,769 | | | — | | | — | | | — | | | 343,769 | |
|
Proceeds from new borrowing of Credit Facility | 400,000 | | | — | | | — | | | — | | | 400,000 | |
|
Principal payments on Credit Facility | (215,313 | ) | | — | | | — | | | — | | | (215,313 | ) |
|
Financing costs associated with Credit Facility and senior unsecured notes | (2,203 | ) | | — | | | — | | | — | | | (2,203 | ) |
|
Repurchase of convertible debt | (172,211 | ) | | — | | | — | | | — | | | (172,211 | ) |
|
Repurchases of common stock | (195,004 | ) | | — | | | — | | | — | | | (195,004 | ) |
|
Principal payments on capital lease obligations and other debt | (14,200 | ) | | (217 | ) | | (417 | ) | | — | | | (14,834 | ) |
|
Excess tax benefits related to share-based payments | 3,698 | | | — | | | — | | | — | | | 3,698 | |
|
Proceeds from exercise of stock options, net | 8,460 | | | — | | | — | | | — | | | 8,460 | |
|
Net cash flows from financing activities | 156,996 | | | (217 | ) | | (417 | ) | | — | | | 156,362 | |
|
Effect of exchange rate changes on cash | (105 | ) | | — | | | 1,643 | | | — | | | 1,538 | |
|
Increase (decrease) in cash and cash equivalents(1) | 72,761 | | | 9,639 | | | 5,789 | | | 354 | | | 88,543 | |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 242,489 | | | — | | | 40,759 | | | (354 | ) | | 282,894 | |
|
End of period | $ | 315,250 | | | $ | 9,639 | | | $ | 46,548 | | | $ | — | | | $ | 371,437 | |
|
| | | | | | | | | | | | | | | | | | | |
-1 | During 2013 we discontinued four ventures previously included in our New Ventures operating segment, Orango, Rubi, Crisp Market, and Star Studio. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented because they were not material. | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
| Year Ended December 31, 2012 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Operating Activities: | | | | | | | | | |
Net income | $ | 150,230 | | | $ | 141,327 | | | $ | (6,355 | ) | | $ | (134,972 | ) | | $ | 150,230 | |
|
Adjustments to reconcile net income to net cash flows: | | | | | | | | | |
|
Depreciation and other | 30,836 | | | 144,805 | | | 3,506 | | | — | | | 179,147 | |
|
Amortization of intangible assets and deferred financing fees | 4,472 | | | 3,032 | | | — | | | — | | | 7,504 | |
|
Share-based payments expense | 10,998 | | | 8,364 | | | — | | | — | | | 19,362 | |
|
Excess tax benefits on share-based payments | (5,740 | ) | | — | | | — | | | — | | | (5,740 | ) |
|
Deferred income taxes | 18,578 | | | 70,607 | | | (1,612 | ) | | — | | | 87,573 | |
|
(Income) loss from equity method investments, net | 2,179 | | | 3,005 | | | — | | | — | | | 5,184 | |
|
Non-cash interest on convertible debt | 7,109 | | | — | | | — | | | — | | | 7,109 | |
|
Other | (1,390 | ) | | (2,720 | ) | | 10 | | | — | | | (4,100 | ) |
|
Equity in (income) losses of subsidiaries | (141,327 | ) | | 6,355 | | | — | | | 134,972 | | | — | |
|
Cash flows from changes in operating assets and liabilities: | | | | | | | | | |
Accounts receivable, net | (371 | ) | | (15,787 | ) | | (903 | ) | | — | | | (17,061 | ) |
|
Content library | (673 | ) | | (27,079 | ) | | (2,941 | ) | | — | | | (30,693 | ) |
|
Prepaid expenses and other current assets | 1,386 | | | (8,159 | ) | | (190 | ) | | — | | | (6,963 | ) |
|
Other assets | 39 | | | 848 | | | (29 | ) | | — | | | 858 | |
|
Accounts payable | 815 | | | 55,671 | | | 1,946 | | | (184 | ) | | 58,248 | |
|
Accrued payable to retailers | 7,432 | | | 1,025 | | | 2,004 | | | — | | | 10,461 | |
|
Other accrued liabilities | (5,008 | ) | | 7,520 | | | 275 | | | — | | | 2,787 | |
|
Net cash flows from operating activities | 79,565 | | | 388,814 | | | (4,289 | ) | | (184 | ) | | 463,906 | |
|
Investing Activities: | | | | | | | | | |
Purchases of property and equipment | (64,423 | ) | | (130,672 | ) | | (12,959 | ) | | — | | | (208,054 | ) |
|
Proceeds from sale of property and equipment | 302 | | | 782 | | | 47 | | | — | | | 1,131 | |
|
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 | 96,990 | | | (122,272 | ) | | 25,282 | | | — | | | — | |
|
Net cash flows from investing activities | 21,992 | | | (381,012 | ) | | 12,370 | | | — | | | (346,650 | ) |
|
Financing Activities: | | | | | | | | | |
|
Principal payments on Credit Facility | (10,938 | ) | | — | | | — | | | — | | | (10,938 | ) |
|
Repurchase of convertible debt | (20,575 | ) | | — | | | — | | | — | | | (20,575 | ) |
|
Repurchases of common stock | (139,724 | ) | | — | | | — | | | — | | | (139,724 | ) |
|
Principal payments on capital lease obligations and other debt | (8,226 | ) | | (7,802 | ) | | (364 | ) | | — | | | (16,392 | ) |
|
Excess tax benefits related to share-based payments | 5,740 | | | — | | | — | | | — | | | 5,740 | |
|
Proceeds from exercise of stock options, net | 4,592 | | | — | | | — | | | — | | | 4,592 | |
|
Net cash flows from financing activities | (169,131 | ) | | (7,802 | ) | | (364 | ) | | — | | | (177,297 | ) |
|
Effect of exchange rate changes on cash | (196 | ) | | — | | | 1,276 | | | — | | | 1,080 | |
|
Increase (decrease) in cash and cash equivalents(1) | (67,770 | ) | | — | | | 8,993 | | | (184 | ) | | (58,961 | ) |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 310,259 | | | — | | | 31,766 | | | (170 | ) | | 341,855 | |
|
End of period | $ | 242,489 | | | $ | — | | | $ | 40,759 | | | $ | (354 | ) | | $ | 282,894 | |
|
| | | | | | | | | | | | | | | | | | | |
-1 | During 2013 we discontinued four ventures previously included in our New Ventures operating segment, Orango, Rubi, Crisp Market, and Star Studio. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented because they were not material. | | | | | | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
| Year Ended December 31, 2011 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Operating Activities: | | | | | | | | | |
Net income | $ | 103,883 | | | $ | 102,021 | | | $ | 6,218 | | | $ | (108,239 | ) | | $ | 103,883 | |
|
Adjustments to reconcile net income to net cash flows from operating activities from continuing operations: | | | | | | | | | |
Depreciation and other | 26,370 | | | 116,106 | | | 3,002 | | | — | | | 145,478 | |
|
Amortization of intangible assets and deferred financing fees | 4,990 | | | 192 | | | — | | | — | | | 5,182 | |
|
Share-based payments expense | 8,498 | | | 7,713 | | | — | | | — | | | 16,211 | |
|
Excess tax benefits on share-based payments | (2,471 | ) | | — | | | — | | | — | | | (2,471 | ) |
|
Deferred income taxes | 14,057 | | | 44,362 | | | 1,657 | | | — | | | 60,076 | |
|
Loss from discontinued operations, net of tax(1) | 11,733 | | | (729 | ) | | 64 | | | — | | | 11,068 | |
|
Loss from equity method investments, net | 1,591 | | | — | | | — | | | — | | | 1,591 | |
|
Non-cash interest on convertible debt | 6,551 | | | — | | | — | | | — | | | 6,551 | |
|
Other | (684 | ) | | 589 | | | — | | | — | | | (95 | ) |
|
Equity in (income) losses of subsidiaries | (103,090 | ) | | (5,149 | ) | | — | | | 108,239 | | | — | |
|
Cash flows from changes in operating assets and liabilities: | | | | | | | | | |
Accounts receivable, net | 432 | | | (15,504 | ) | | (217 | ) | | — | | | (15,289 | ) |
|
Content library | (436 | ) | | (1,626 | ) | | — | | | — | | | (2,062 | ) |
|
Prepaid expenses and other current assets | (2,718 | ) | | (2,178 | ) | | 27 | | | — | | | (4,869 | ) |
|
Other assets | 358 | | | 1,411 | | | — | | | — | | | 1,769 | |
|
Accounts payable | 5,977 | | | 6,915 | | | (172 | ) | | (170 | ) | | 12,550 | |
|
Accrued payable to retailers | 7,968 | | | 17,993 | | | 4,865 | | | — | | | 30,826 | |
|
Other accrued liabilities | 7,132 | | | 26,002 | | | 2,983 | | | — | | | 36,117 | |
|
Net cash flows from operating activities | 90,141 | | | 298,118 | | | 18,427 | | | (170 | ) | | 406,516 | |
|
Investing Activities: | | | | | | | | | |
Purchases of property and equipment | (67,409 | ) | | (109,492 | ) | | (2,335 | ) | | — | | | (179,236 | ) |
|
Proceeds from sale of property and equipment | 193 | | | 445 | | | 57 | | | — | | | 695 | |
|
Proceeds from sale of businesses, net | 8,220 | | | — | | | — | | | — | | | 8,220 | |
|
Cash paid for equity investments | (4,912 | ) | | — | | | — | | | — | | | (4,912 | ) |
|
Investments in and advances to affiliates | 184,264 | | | (173,452 | ) | | (10,812 | ) | | — | | | — | |
|
Net cash flows from investing activities | 120,356 | | | (282,499 | ) | | (13,090 | ) | | — | | | (175,233 | ) |
|
Financing Activities: | | | | | | | | | |
Principal payments on capital lease obligations and other debt | (5,396 | ) | | (22,480 | ) | | (326 | ) | | — | | | (28,202 | ) |
|
Borrowings from term loan | 175,000 | | | — | | | — | | | — | | | 175,000 | |
|
Principal payments on credit facility | (154,375 | ) | | — | | | — | | | — | | | (154,375 | ) |
|
Financing costs associated with Credit Facility and senior unsecured notes | (4,196 | ) | | — | | | — | | | — | | | (4,196 | ) |
|
Excess tax benefits related to share-based payments | 2,471 | | | — | | | — | | | — | | | 2,471 | |
|
Repurchases of common stock | (63,349 | ) | | — | | | — | | | — | | | (63,349 | ) |
|
Proceeds from exercise of stock options | 3,261 | | | — | | | — | | | — | | | 3,261 | |
|
Net cash flows from financing activities | (46,584 | ) | | (22,480 | ) | | (326 | ) | | — | | | (69,390 | ) |
|
Effect of exchange rate changes on cash | 78 | | | (102 | ) | | (430 | ) | | — | | | (454 | ) |
|
Increase (decrease) in cash and cash equivalents | 163,991 | | | (6,963 | ) | | 4,581 | | | (170 | ) | | 161,439 | |
|
Cash flows from discontinued operations:(1) | | | | | | | | | |
Operating cash flows | — | | | — | | | 9,678 | | | — | | | 9,678 | |
|
Investing cash flows | — | | | — | | | (12,678 | ) | | — | | | (12,678 | ) |
|
Net cash flows from discontinued operations | — | | | — | | | (3,000 | ) | | — | | | (3,000 | ) |
|
Increase (decrease) in cash and cash equivalents | 163,991 | | | (6,963 | ) | | 1,581 | | | (170 | ) | | 158,439 | |
|
|
| | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2011 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Total |
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 146,268 | | | 6,963 | | | 30,185 | | | — | | | 183,416 | |
|
End of period | $ | 310,259 | | | $ | — | | | $ | 31,766 | | | $ | (170 | ) | | $ | 341,855 | |
|
| | | | | | | | | | | | | | | | | | | |
-1 | During 2013 we discontinued four ventures previously included in our New Ventures operating segment, Orango, Rubi, Crisp Market, and Star Studio. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented because they were not material. | | | | | | | | | | | | | | | | | | |