Guarantor Subsidiaries | 6 Months Ended |
Jun. 30, 2014 |
Guarantor Subsidiaries Disclosure [Abstract] | ' |
Guarantor Subsidiaries [Text Block] | ' |
Note 18: 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: |
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CONSOLIDATING BALANCE SHEETS |
(unaudited) |
| As of June 30, 2014 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Assets | | | | | | | | | |
Current Assets: | | | | | | | | | |
Cash and cash equivalents | $ | 174,853 | | | $ | 11,423 | | | $ | 46,950 | | | $ | — | | | $ | 233,226 | |
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Accounts receivable, net of allowances | 1,501 | | | 41,158 | | | 2,309 | | | — | | | 44,968 | |
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Content library | — | | | 149,659 | | | 2,723 | | | — | | | 152,382 | |
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Prepaid expenses and other current assets | 42,508 | | | 26,448 | | | 894 | | | (6,205 | ) | | 63,645 | |
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Intercompany receivables | 141,001 | | | 389,994 | | | 5,899 | | | (536,894 | ) | | — | |
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Total current assets | 359,863 | | | 618,682 | | | 58,775 | | | (543,099 | ) | | 494,221 | |
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Property and equipment, net | 152,670 | | | 286,271 | | | 36,799 | | | — | | | 475,740 | |
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Deferred income taxes | — | | | — | | | 8,277 | | | — | | | 8,277 | |
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Goodwill and other intangible assets, net | 250,078 | | | 380,917 | | | — | | | — | | | 630,995 | |
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Other long-term assets | 7,276 | | | 2,032 | | | 417 | | | — | | | 9,725 | |
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Investment in related parties | 866,658 | | | 3,354 | | | — | | | (870,012 | ) | | — | |
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Total assets | $ | 1,636,545 | | | $ | 1,291,256 | | | $ | 104,268 | | | $ | (1,413,111 | ) | | $ | 1,618,958 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 13,620 | | | $ | 144,395 | | | $ | 2,071 | | | $ | — | | | $ | 160,086 | |
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Accrued payable to retailers | 75,232 | | | 34,666 | | | 17,875 | | | — | | | 127,773 | |
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Other accrued liabilities | 57,046 | | | 70,746 | | | 3,434 | | | (182 | ) | | 131,044 | |
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Current portion of long-term debt and other long-term liabilities | 52,604 | | | — | | | 404 | | | — | | | 53,008 | |
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Deferred income taxes | — | | | 37,451 | | | 4 | | | (6,023 | ) | | 31,432 | |
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Intercompany payables | 335,204 | | | 129,446 | | | 72,244 | | | (536,894 | ) | | — | |
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Total current liabilities | 533,706 | | | 416,704 | | | 96,032 | | | (543,099 | ) | | 503,343 | |
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Long-term debt and other long-term liabilities | 962,161 | | | 18,348 | | | 1,208 | | | — | | | 981,717 | |
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Deferred income taxes | 36,727 | | | 175 | | | 35 | | | — | | | 36,937 | |
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Total liabilities | 1,532,594 | | | 435,227 | | | 97,275 | | | (543,099 | ) | | 1,521,997 | |
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Commitments and contingencies | | | | | | | | | |
Debt conversion feature | 163 | | | — | | | — | | | — | | | 163 | |
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Stockholders’ Equity: | | | | | | | | | |
Preferred stock | — | | | — | | | — | | | — | | | — | |
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Common stock | 594,007 | | | 225,729 | | | 12,393 | | | (352,635 | ) | | 479,494 | |
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Treasury stock | (941,167 | ) | | — | | | — | | | — | | | (941,167 | ) |
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Retained earnings | 452,079 | | | 630,300 | | | (6,303 | ) | | (517,377 | ) | | 558,699 | |
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Accumulated other comprehensive income (loss) | (1,131 | ) | | — | | | 903 | | | — | | | (228 | ) |
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Total stockholders’ equity | 103,788 | | | 856,029 | | | 6,993 | | | (870,012 | ) | | 96,798 | |
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Total liabilities and stockholders’ equity | $ | 1,636,545 | | | $ | 1,291,256 | | | $ | 104,268 | | | $ | (1,413,111 | ) | | $ | 1,618,958 | |
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CONSOLIDATING BALANCE SHEETS |
(unaudited) |
| 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 | |
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Accounts receivable, net of allowances | 2,029 | | | 45,672 | | | 2,595 | | | — | | | 50,296 | |
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Content library | 37 | | | 196,695 | | | 3,136 | | | — | | | 199,868 | |
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Prepaid expenses and other current assets | 67,664 | | | 28,234 | | | 960 | | | (12,149 | ) | | 84,709 | |
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Intercompany receivables | 180,100 | | | 355,418 | | | 5,093 | | | (540,611 | ) | | — | |
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Total current assets | 565,080 | | | 635,658 | | | 58,332 | | | (552,760 | ) | | 706,310 | |
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Property and equipment, net | 163,747 | | | 320,296 | | | 36,822 | | | — | | | 520,865 | |
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Deferred income taxes | — | | | — | | | 6,412 | | | 31 | | | 6,443 | |
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Goodwill and other intangible assets, net | 251,150 | | | 387,540 | | | — | | | — | | | 638,690 | |
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Other long-term assets | 7,156 | | | 11,499 | | | 420 | | | — | | | 19,075 | |
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Investment in related parties | 815,243 | | | 4,825 | | | — | | | (820,068 | ) | | — | |
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Total assets | $ | 1,802,376 | | | $ | 1,359,818 | | | $ | 101,986 | | | $ | (1,372,797 | ) | | $ | 1,891,383 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 17,336 | | | $ | 215,703 | | | $ | 2,979 | | | $ | — | | | $ | 236,018 | |
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Accrued payable to retailers | 71,085 | | | 48,126 | | | 14,929 | | | — | | | 134,140 | |
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Other accrued liabilities | 59,444 | | | 71,607 | | | 3,076 | | | — | | | 134,127 | |
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Current portion of long-term debt and other long-term liabilities | 103,519 | | | 3 | | | 367 | | | — | | | 103,889 | |
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Deferred income taxes | — | | | 35,292 | | | — | | | (12,149 | ) | | 23,143 | |
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Intercompany payables | 315,615 | | | 154,565 | | | 70,432 | | | (540,612 | ) | | — | |
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Total current liabilities | 566,999 | | | 525,296 | | | 91,783 | | | (552,761 | ) | | 631,317 | |
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Long-term debt and other long-term liabilities | 661,627 | | | 18,748 | | | 1,028 | | | — | | | 681,403 | |
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Deferred income taxes | 45,307 | | | 13,190 | | | — | | | 31 | | | 58,528 | |
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Total liabilities | 1,273,933 | | | 557,234 | | | 92,811 | | | (552,730 | ) | | 1,371,248 | |
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Commitments and contingencies | | | | | | | | | | | | | |
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Debt conversion feature | 1,446 | | | — | | | — | | | — | | | 1,446 | |
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Stockholders’ Equity: | | | | | | | | | |
Preferred stock | — | | | — | | | — | | | — | | | — | |
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Common stock | 596,995 | | | 225,016 | | | 12,393 | | | (351,923 | ) | | 482,481 | |
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Treasury stock | (476,796 | ) | | — | | | — | | | — | | | (476,796 | ) |
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Retained earnings | 407,959 | | | 577,568 | | | (3,612 | ) | | (468,144 | ) | | 513,771 | |
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Accumulated other comprehensive income (loss) | (1,161 | ) | | — | | | 394 | | | — | | | (767 | ) |
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Total stockholders’ equity | 526,997 | | | 802,584 | | | 9,175 | | | (820,067 | ) | | 518,689 | |
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Total liabilities and stockholders’ equity | $ | 1,802,376 | | | $ | 1,359,818 | | | $ | 101,986 | | | $ | (1,372,797 | ) | | $ | 1,891,383 | |
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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
(unaudited) |
| Three Months Ended June 30, 2014 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Revenue | $ | 68,085 | | | $ | 466,639 | | | $ | 14,446 | | | $ | — | | | $ | 549,170 | |
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Expenses: | | | | | | | | | |
Direct operating | 35,401 | | | 340,591 | | | 10,067 | | | — | | | 386,059 | |
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Marketing | 1,651 | | | 7,351 | | | 781 | | | — | | | 9,783 | |
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Research and development | 832 | | | 2,580 | | | — | | | — | | | 3,412 | |
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General and administrative | 10,365 | | | 38,067 | | | 542 | | | — | | | 48,974 | |
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Depreciation and other | 9,469 | | | 37,732 | | | 1,979 | | | — | | | 49,180 | |
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Amortization of intangible assets | 536 | | | 3,311 | | | — | | | — | | | 3,847 | |
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Total expenses | 58,254 | | | 429,632 | | | 13,369 | | | — | | | 501,255 | |
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Operating income | 9,831 | | | 37,007 | | | 1,077 | | | — | | | 47,915 | |
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Other income (expense), net: | | | | | | | | | |
Loss from equity method investments, net | (224 | ) | | (10,317 | ) | | — | | | — | | | (10,541 | ) |
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Interest income (expense), net | (12,971 | ) | | 91 | | | (49 | ) | | — | | | (12,929 | ) |
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Other, net | 4,114 | | | 491 | | | (1,703 | ) | | — | | | 2,902 | |
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Total other expense, net | (9,081 | ) | | (9,735 | ) | | (1,752 | ) | | — | | | (20,568 | ) |
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Income (loss) from continuing operations before income taxes | 750 | | | 27,272 | | | (675 | ) | | — | | | 27,347 | |
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Income tax benefit (expense) | 920 | | | (6,873 | ) | | 416 | | | — | | | (5,537 | ) |
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Income (loss) from continuing operations | 1,670 | | | 20,399 | | | (259 | ) | | — | | | 21,810 | |
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Loss from discontinued operations, net of tax | (94 | ) | | 37 | | | — | | | — | | | (57 | ) |
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Equity in income (loss) of subsidiaries | 20,177 | | | (259 | ) | | — | | | (19,918 | ) | | — | |
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Net Income (loss) | 21,753 | | | 20,177 | | | (259 | ) | | (19,918 | ) | | 21,753 | |
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Foreign currency translation adjustment(1) | 297 | | | — | | | (633 | ) | | — | | | (336 | ) |
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Comprehensive income (loss) | $ | 22,050 | | | $ | 20,177 | | | $ | (892 | ) | | $ | (19,918 | ) | | $ | 21,417 | |
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-1 | Foreign currency translation adjustment had no tax effect in 2014. | | | | | | | | | | | | | | | | | | |
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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
(unaudited) |
| Three Months Ended June 30, 2013 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Revenue | $ | 63,504 | | | $ | 477,012 | | | $ | 12,534 | | | $ | — | | | $ | 553,050 | |
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Expenses: | | | | | | | | | |
Direct operating | 34,990 | | | 318,774 | | | 12,640 | | | (2,454 | ) | | 363,950 | |
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Marketing | 1,058 | | | 5,376 | | | 688 | | | — | | | 7,122 | |
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Research and development | 2,042 | | | 312 | | | — | | | — | | | 2,354 | |
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General and administrative | 9,091 | | | 42,383 | | | 366 | | | 2,454 | | | 54,294 | |
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Depreciation and other | 7,252 | | | 38,833 | | | 1,246 | | | — | | | 47,331 | |
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Amortization of intangible assets | 569 | | | 1,308 | | | — | | | — | | | 1,877 | |
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Total expenses | 55,002 | | | 406,986 | | | 14,940 | | | — | | | 476,928 | |
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Operating income (loss) | 8,502 | | | 70,026 | | | (2,406 | ) | | — | | | 76,122 | |
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Other income (expense), net: | | | | | | | | | |
Loss from equity method investments, net | (1,435 | ) | | (8,194 | ) | | — | | | — | | | (9,629 | ) |
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Interest expense, net | (12,010 | ) | | (4 | ) | | (4 | ) | | — | | | (12,018 | ) |
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Other, net | (2,981 | ) | | 2,015 | | | (14 | ) | | — | | | (980 | ) |
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Total other expense, net | (16,426 | ) | | (6,183 | ) | | (18 | ) | | — | | | (22,627 | ) |
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Income (loss) from continuing operations before income taxes | (7,924 | ) | | 63,843 | | | (2,424 | ) | | — | | | 53,495 | |
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Income tax benefit (expense) | 19,455 | | | (23,278 | ) | | 741 | | | — | | | (3,082 | ) |
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Income (loss) from continuing operations | 11,531 | | | 40,565 | | | (1,683 | ) | | — | | | 50,413 | |
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Loss from discontinued operations, net of tax | (3,304 | ) | | (252 | ) | | — | | | — | | | (3,556 | ) |
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Equity in income (loss) of subsidiaries | 38,630 | | | (1,683 | ) | | — | | | (36,947 | ) | | — | |
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Net income (loss) | 46,857 | | | 38,630 | | | (1,683 | ) | | (36,947 | ) | | 46,857 | |
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Foreign currency translation adjustment(1) | 188 | | | — | | | (430 | ) | | — | | | (242 | ) |
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Comprehensive income (loss) | $ | 47,045 | | | $ | 38,630 | | | $ | (2,113 | ) | | $ | (36,947 | ) | | $ | 46,615 | |
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-1 | Foreign currency translation adjustment had no tax effect in 2013. | | | | | | | | | | | | | | | | | | |
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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
(unaudited) |
| Six Months Ended June 30, 2014 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Revenue | $ | 126,262 | | | $ | 995,633 | | | $ | 27,644 | | | $ | — | | | $ | 1,149,539 | |
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Expenses: | | | | | | | | | |
Direct operating | 68,469 | | | 722,102 | | | 20,133 | | | — | | | 810,704 | |
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Marketing | 2,778 | | | 13,161 | | | 1,441 | | | — | | | 17,380 | |
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Research and development | 1,728 | | | 5,158 | | | — | | | — | | | 6,886 | |
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General and administrative | 20,640 | | | 80,416 | | | 909 | | | — | | | 101,965 | |
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Depreciation and other | 18,571 | | | 75,912 | | | 3,792 | | | — | | | 98,275 | |
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Amortization of intangible assets | 1,072 | | | 6,623 | | | — | | | — | | | 7,695 | |
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Total expenses | 113,258 | | | 903,372 | | | 26,275 | | | — | | | 1,042,905 | |
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Operating income (loss) | 13,004 | | | 92,261 | | | 1,369 | | | — | | | 106,634 | |
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Other income (expense), net: | | | | | | | | | |
Loss from equity method investments, net | (448 | ) | | (19,461 | ) | | — | | | — | | | (19,909 | ) |
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Interest income (expense), net | (22,602 | ) | | 123 | | | (95 | ) | | — | | | (22,574 | ) |
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Other, net | 5,721 | | | 836 | | | (5,399 | ) | | — | | | 1,158 | |
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Total other expense, net | (17,329 | ) | | (18,502 | ) | | (5,494 | ) | | — | | | (41,325 | ) |
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Income (loss) from continuing operations before income taxes | (4,325 | ) | | 73,759 | | | (4,125 | ) | | — | | | 65,309 | |
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Income tax benefit (expense) | 3,248 | | | (24,295 | ) | | 1,434 | | | — | | | (19,613 | ) |
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Income (loss) from continuing operations | (1,077 | ) | | 49,464 | | | (2,691 | ) | | — | | | 45,696 | |
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Loss from discontinued operations, net of tax | (803 | ) | | 35 | | | — | | | — | | | (768 | ) |
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Equity in income (loss) of subsidiaries | 46,808 | | | (2,691 | ) | | — | | | (44,117 | ) | | — | |
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Net income (loss) | 44,928 | | | 46,808 | | | (2,691 | ) | | (44,117 | ) | | 44,928 | |
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Foreign currency translation adjustment(1) | 30 | | | — | | | 509 | | | — | | | 539 | |
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Comprehensive income (loss) | $ | 44,958 | | | $ | 46,808 | | | $ | (2,182 | ) | | $ | (44,117 | ) | | $ | 45,467 | |
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-1 | Foreign currency translation adjustment had no tax effect in 2014. | | | | | | | | | | | | | | | | | | |
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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
(unaudited) |
| Six Months Ended June 30, 2013 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Revenue | $ | 119,080 | | | $ | 983,724 | | | $ | 23,553 | | | $ | — | | | $ | 1,126,357 | |
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Expenses: | | | | | | | | | |
Direct operating | 67,750 | | | 681,716 | | | 24,090 | | | (4,711 | ) | | 768,845 | |
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Marketing | 2,192 | | | 11,163 | | | 1,153 | | | — | | | 14,508 | |
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Research and development | 4,658 | | | 3 | | | — | | | — | | | 4,661 | |
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General and administrative | 16,802 | | | 85,526 | | | 716 | | | 4,711 | | | 107,755 | |
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Depreciation and other | 14,044 | | | 77,573 | | | 2,294 | | | — | | | 93,911 | |
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Amortization of intangible assets | 1,139 | | | 2,755 | | | — | | | — | | | 3,894 | |
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Total expenses | 106,585 | | | 858,736 | | | 28,253 | | | — | | | 993,574 | |
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Operating income (loss) | 12,495 | | | 124,988 | | | (4,700 | ) | | — | | | 132,783 | |
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Other income (expense), net: | | | | | | | | | |
Loss from equity method investments, net | (2,019 | ) | | (14,635 | ) | | — | | | — | | | (16,654 | ) |
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Interest income (expense), net | (17,954 | ) | | 453 | | | (50 | ) | | — | | | (17,551 | ) |
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Other, net | (1,090 | ) | | 211 | | | (42 | ) | | — | | | (921 | ) |
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Total other expense, net | (21,063 | ) | | (13,971 | ) | | (92 | ) | | — | | | (35,126 | ) |
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Income (loss) from continuing operations before income taxes | (8,568 | ) | | 111,017 | | | (4,792 | ) | | — | | | 97,657 | |
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Income tax benefit (expense) | 21,563 | | | (42,249 | ) | | 1,449 | | | — | | | (19,237 | ) |
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Income (loss) from continuing operations | 12,995 | | | 68,768 | | | (3,343 | ) | | — | | | 78,420 | |
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Loss from discontinued operations, net of tax | (8,251 | ) | | (708 | ) | | — | | | — | | | (8,959 | ) |
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Equity in income (loss) of subsidiaries | 64,717 | | | (3,343 | ) | | — | | | (61,374 | ) | | — | |
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Net income (loss) | 69,461 | | | 64,717 | | | (3,343 | ) | | (61,374 | ) | | 69,461 | |
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Foreign currency translation adjustment(1) | 21 | | | — | | | (2,177 | ) | | — | | | (2,156 | ) |
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Comprehensive income (loss) | $ | 69,482 | | | $ | 64,717 | | | $ | (5,520 | ) | | $ | (61,374 | ) | | $ | 67,305 | |
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-1 | Foreign currency translation adjustment had no tax effect in 2013. | | | | | | | | | | | | | | | | | | |
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CONSOLIDATING STATEMENTS OF CASH FLOWS |
(unaudited) |
| Six Months Ended June 30, 2014 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Operating Activities: | | | | | | | | | |
Net income (loss) | $ | 44,928 | | | $ | 46,808 | | | $ | (2,691 | ) | | $ | (44,117 | ) | | $ | 44,928 | |
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Adjustments to reconcile net income to net cash flows from operating activities: | | | | | | | | | |
Depreciation and other | 18,554 | | | 75,912 | | | 3,792 | | | — | | | 98,258 | |
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Amortization of intangible assets | 1,072 | | | 6,623 | | | — | | | — | | | 7,695 | |
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Share-based payments expense | 5,451 | | | 1,393 | | | — | | | — | | | 6,844 | |
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Windfall excess tax benefits related to share-based payments | (1,953 | ) | | — | | | — | | | — | | | (1,953 | ) |
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Deferred income taxes | (2,451 | ) | | (10,855 | ) | | (1,698 | ) | | — | | | (15,004 | ) |
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Impairment Expense(1) | — | | | — | | | — | | | — | | | — | |
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Loss from equity method investments, net | 448 | | | 19,461 | | | — | | | — | | | 19,909 | |
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Amortization of deferred financing fees and debt discount | 2,522 | | | — | | | — | | | — | | | 2,522 | |
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Loss from early extinguishment of debt | 1,963 | | | — | | | — | | | — | | | 1,963 | |
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Other | (1,011 | ) | | (180 | ) | | 27 | | | — | | | (1,164 | ) |
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Equity in (income) losses of subsidiaries | (46,808 | ) | | 2,691 | | | — | | | 44,117 | | | — | |
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Cash flows from changes in operating assets and liabilities: | | | | | | | | | |
Accounts receivable, net | 528 | | | 4,514 | | | 289 | | | — | | | 5,331 | |
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Content library | 36 | | | 47,037 | | | 413 | | | — | | | 47,486 | |
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Prepaid expenses and other current assets | 20,618 | | | 1,105 | | | 98 | | | 182 | | | 22,003 | |
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Other assets | 42 | | | 979 | | | 15 | | | — | | | 1,036 | |
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Accounts payable | (3,201 | ) | | (67,218 | ) | | (576 | ) | | — | | | (70,995 | ) |
|
Accrued payable to retailers | 4,146 | | | (13,460 | ) | | 2,591 | | | — | | | (6,723 | ) |
|
Other accrued liabilities | (3,874 | ) | | (978 | ) | | 318 | | | (182 | ) | | (4,716 | ) |
|
Net cash flows from operating activities(1) | 41,010 | | | 113,832 | | | 2,578 | | | — | | | 157,420 | |
|
Investing Activities: | | | | | | | | | |
Purchases of property and equipment | (17,458 | ) | | (31,412 | ) | | (4,146 | ) | | — | | | (53,016 | ) |
|
Proceeds from sale of property and equipment | 750 | | | 1,043 | | | — | | | — | | | 1,793 | |
|
Cash paid for equity investments | — | | | (10,500 | ) | | — | | | — | | | (10,500 | ) |
|
Investments in and advances to affiliates | 69,392 | | | (71,176 | ) | | 1,784 | | | — | | | — | |
|
Net cash flows from (used in) investing activities(1) | 52,684 | | | (112,045 | ) | | (2,362 | ) | | — | | | (61,723 | ) |
|
Financing Activities: | | | | | | | | | |
Proceeds from issuance of senior unsecured notes | 295,500 | | | — | | | — | | | — | | | 295,500 | |
|
Proceeds from new borrowing of Credit Facility | 505,000 | | | — | | | — | | | — | | | 505,000 | |
|
Principal payments on Credit Facility | (534,375 | ) | | — | | | — | | | — | | | (534,375 | ) |
|
Financing costs associated with Credit Facility and senior unsecured notes | (2,082 | ) | | — | | | — | | | — | | | (2,082 | ) |
|
Conversion of convertible debt | (17,724 | ) | | — | | | — | | | — | | | (17,724 | ) |
|
Repurchases of common stock | (474,480 | ) | | — | | | — | | | — | | | (474,480 | ) |
|
Principal payments on capital lease obligations and other debt | (6,863 | ) | | (3 | ) | | (215 | ) | | — | | | (7,081 | ) |
|
Windfall excess tax benefits related to share-based payments | 1,953 | | | — | | | — | | | — | | | 1,953 | |
|
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | (1,025 | ) | | — | | | — | | | — | | | (1,025 | ) |
|
Net cash flows from (used in) financing activities(1) | (234,096 | ) | | (3 | ) | | (215 | ) | | — | | | (234,314 | ) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2014 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Effect of exchange rate changes on cash | 5 | | | — | | | 401 | | | — | | | 406 | |
|
Increase (decrease) in cash and cash equivalents | (140,397 | ) | | 1,784 | | | 402 | | | — | | | (138,211 | ) |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 315,250 | | | 9,639 | | | 46,548 | | | — | | | 371,437 | |
|
End of period | $ | 174,853 | | | $ | 11,423 | | | $ | 46,950 | | | $ | — | | | $ | 233,226 | |
|
| | | | | | | | | | | | | | | | | | | |
-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. | | | | | | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF CASH FLOWS |
(unaudited) |
| Six Months Ended June 30, 2013 |
(in thousands) | Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Operating Activities: | | | | | | | | | |
Net income (loss) | $ | 69,461 | | | $ | 64,717 | | | $ | (3,343 | ) | | $ | (61,374 | ) | | $ | 69,461 | |
|
Adjustments to reconcile net income to net cash flows from operating activities: | | | | | | | | | |
Depreciation and other | 14,642 | | | 77,573 | | | 2,294 | | | — | | | 94,509 | |
|
Amortization of intangible assets | 1,139 | | | 2,755 | | | — | | | — | | | 3,894 | |
|
Share-based payments expense | 5,063 | | | 3,617 | | | — | | | — | | | 8,680 | |
|
Windfall excess tax benefits related to share-based payments | (3,029 | ) | | — | | | — | | | — | | | (3,029 | ) |
|
Deferred income taxes | 10,915 | | | (46,283 | ) | | (1,543 | ) | | — | | | (36,911 | ) |
|
Impairment Expense | 2,676 | | | — | | | — | | | — | | | 2,676 | |
|
Loss from equity method investments, net | 2,019 | | | 14,635 | | | — | | | — | | | 16,654 | |
|
Amortization of deferred financing fees and debt discount | 4,047 | | | — | | | — | | | — | | | 4,047 | |
|
Loss from early extinguishment of debt | 5,949 | | | — | | | — | | | — | | | 5,949 | |
|
Other | (1,536 | ) | | (272 | ) | | (3 | ) | | — | | | (1,811 | ) |
|
Equity in (income) losses of subsidiaries | (64,717 | ) | | 3,343 | | | — | | | 61,374 | | | — | |
|
Cash flows from changes in operating assets and liabilities: | | | | | | | | | |
Accounts receivable, net | (555 | ) | | (791 | ) | | (1,304 | ) | | — | | | (2,650 | ) |
|
Content library | 680 | | | 5,459 | | | (1,227 | ) | | — | | | 4,912 | |
|
Prepaid expenses and other current assets | (3,176 | ) | | (6,951 | ) | | (484 | ) | | — | | | (10,611 | ) |
|
Other assets | 145 | | | 744 | | | 13 | | | — | | | 902 | |
|
Accounts payable | 3,221 | | | (59,380 | ) | | 347 | | | 354 | | | (55,458 | ) |
|
Accrued payable to retailers | 2,869 | | | (5,097 | ) | | 1,955 | | | — | | | (273 | ) |
|
Other accrued liabilities | 1,542 | | | (16,177 | ) | | (128 | ) | | — | | | (14,763 | ) |
|
Net cash flows from (used in) operating activities(1) | 51,355 | | | 37,892 | | | (3,423 | ) | | 354 | | | 86,178 | |
|
Investing Activities: | | | | | | | | | |
Purchases of property and equipment | (32,037 | ) | | (40,988 | ) | | (11,219 | ) | | — | | | (84,244 | ) |
|
Proceeds from sale of property and equipment | 12,079 | | | 750 | | | 3 | | | — | | | 12,832 | |
|
Net sales (purchases) of short term investments | (10,000 | ) | | — | | | — | | | — | | | (10,000 | ) |
|
Receipt of note receivable principal | 95 | | | — | | | — | | | — | | | 95 | |
|
Cash paid for equity investments | — | | | (14,000 | ) | | — | | | — | | | (14,000 | ) |
|
Investments in and advances to affiliates | (31,177 | ) | | 20,373 | | | 10,804 | | | — | | | — | |
|
Net cash flows used in investing activities(1) | (61,040 | ) | | (33,865 | ) | | (412 | ) | | — | | | (95,317 | ) |
|
Financing Activities: | | | | | | | | | |
Proceeds from issuance of senior unsecured notes | 343,769 | | | — | | | — | | | — | | | 343,769 | |
|
Proceeds from new borrowing on Credit Facility | — | | | — | | | — | | | — | | | — | |
|
Principal payments on Credit Facility | (6,562 | ) | | — | | | — | | | — | | | (6,562 | ) |
|
Financing costs associated with Credit Facility and senior unsecured notes | (444 | ) | | — | | | — | | | — | | | (444 | ) |
|
Conversion of convertible debt | (169,634 | ) | | — | | | — | | | — | | | (169,634 | ) |
|
Repurchases of common stock | (71,388 | ) | | — | | | — | | | — | | | (71,388 | ) |
|
Principal payments on capital lease obligations and other debt | (7,053 | ) | | (203 | ) | | (195 | ) | | — | | | (7,451 | ) |
|
Windfall excess tax benefits related to share-based payments | 3,029 | | | — | | | — | | | — | | | 3,029 | |
|
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options | 6,745 | | | — | | | — | | | — | | | 6,745 | |
|
Net cash flows from (used in) financing activities(1) | 98,462 | | | (203 | ) | | (195 | ) | | — | | | 98,064 | |
|
|
| | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2013 |
| Outerwall Inc. | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations and Consolidation Reclassifications | | Total |
Effect of exchange rate changes on cash | 21 | | | — | | | (1,595 | ) | | — | | | (1,574 | ) |
|
Increase (decrease) in cash and cash equivalents | 88,798 | | | 3,824 | | | (5,625 | ) | | 354 | | | 87,351 | |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 242,489 | | | — | | | 40,759 | | | (354 | ) | | 282,894 | |
|
End of period | $ | 331,287 | | | $ | 3,824 | | | $ | 35,134 | | | $ | — | | | $ | 370,245 | |
|
| | | | | | | | | | | | | | | | | | | |
-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. | | | | | | | | | | | | | | | | | | |