Guarantor Subsidiaries | Note 17: 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 (unaudited) As of September 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 139,233 $ 14,453 $ 41,917 $ — $ 195,603 Accounts receivable, net of allowances 2,484 20,459 805 — 23,748 Content library — 126,769 — — 126,769 Prepaid expenses and other current assets 23,577 25,021 797 (6,989 ) 42,406 Intercompany receivables 31,137 563,167 428 (594,732 ) — Total current assets 196,431 749,869 43,947 (601,721 ) 388,526 Property and equipment, net 106,173 219,614 15,215 — 341,002 Deferred income taxes — 6,331 2,712 (6,331 ) 2,712 Goodwill and other intangible assets, net 249,706 278,432 — — 528,138 Other long-term assets 5,232 1,017 194 — 6,443 Investment in related parties 942,221 30,105 — (972,326 ) — Total assets $ 1,499,763 $ 1,285,368 $ 62,068 $ (1,580,378 ) $ 1,266,821 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 12,168 $ 106,782 $ 198 $ — $ 119,148 Accrued payable to retailers 62,765 26,517 11,819 — 101,101 Other accrued liabilities 66,040 77,712 2,336 1,820 147,908 Current portion of long-term debt and other long-term liabilities 17,530 — 338 — 17,868 Deferred income taxes — 18,310 — (8,809 ) 9,501 Intercompany payables 484,166 93,511 17,055 (594,732 ) — Total current liabilities 642,669 322,832 31,746 (601,721 ) 395,526 Long-term debt and other long-term liabilities 835,771 20,315 189 — 856,275 Deferred income taxes 23,373 — 28 (6,330 ) 17,071 Total liabilities 1,501,813 343,147 31,963 (608,051 ) 1,268,872 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock — — 3,000 (3,000 ) — Common stock 595,795 234,729 18,393 (367,636 ) 481,281 Treasury stock (1,116,205 ) — — — (1,116,205 ) Retained earnings 519,027 707,492 6,679 (601,691 ) 631,507 Accumulated other comprehensive income (loss) (667 ) — 2,033 — 1,366 Total stockholders’ equity (deficit) (2,050 ) 942,221 30,105 (972,327 ) (2,051 ) Total liabilities and stockholders’ equity (deficit) $ 1,499,763 $ 1,285,368 $ 62,068 $ (1,580,378 ) $ 1,266,821 CONSOLIDATING BALANCE SHEETS (unaudited) As of December 31, 2014 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 180,889 $ 17,939 $ 43,868 $ — $ 242,696 Accounts receivable, net of allowances 3,203 43,874 1,513 — 48,590 Content library — 176,490 3,631 — 180,121 Prepaid expenses and other current assets 21,442 23,923 1,030 (6,558 ) 39,837 Intercompany receivables 40,762 467,181 — (507,943 ) — Total current assets 246,296 729,407 50,042 (514,501 ) 511,244 Property and equipment, net 133,923 263,412 31,133 — 428,468 Deferred income taxes — — 11,378 — 11,378 Goodwill and other intangible assets, net 249,717 374,281 — — 623,998 Other long-term assets 6,665 1,231 335 — 8,231 Investment in related parties 917,234 (5,114 ) — (912,120 ) — Total assets $ 1,553,835 $ 1,363,217 $ 92,888 $ (1,426,621 ) $ 1,583,319 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 12,899 $ 153,260 $ 2,474 $ — $ 168,633 Accrued payable to retailers 69,189 42,977 14,124 — 126,290 Other accrued liabilities 59,770 74,536 2,820 — 137,126 Current portion of long-term debt and other long-term liabilities 20,020 — 396 — 20,416 Deferred income taxes — 27,961 29 (6,558 ) 21,432 Intercompany payables 309,932 121,015 76,996 (507,943 ) — Total current liabilities 471,810 419,749 96,839 (514,501 ) 473,897 Long-term debt and other long-term liabilities 949,588 22,946 1,135 — 973,669 Deferred income taxes 35,058 3,288 29 — 38,375 Total liabilities 1,456,456 445,983 98,003 (514,501 ) 1,485,941 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock — — — — — Common stock 588,105 225,729 12,393 (352,635 ) 473,592 Treasury stock (996,293 ) — — — (996,293 ) Retained earnings 506,360 691,505 (17,991 ) (559,485 ) 620,389 Accumulated other comprehensive income (loss) (793 ) — 483 — (310 ) Total stockholders’ equity (deficit) 97,379 917,234 (5,115 ) (912,120 ) 97,378 Total liabilities and stockholders’ equity (deficit) $ 1,553,835 $ 1,363,217 $ 92,888 $ (1,426,621 ) $ 1,583,319 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) Three Months Ended September 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 72,992 $ 426,337 $ 12,726 $ — $ 512,055 Expenses: Direct operating 36,657 297,857 5,685 — 340,199 Marketing 1,592 5,414 125 — 7,131 Research and development — 1,514 — — 1,514 General and administrative 11,745 35,843 230 — 47,818 Depreciation and other 7,573 31,236 1,071 — 39,880 Amortization of intangible assets 3 3,305 — — 3,308 Total expenses 57,570 375,169 7,111 — 439,850 Operating income 15,422 51,168 5,615 — 72,205 Other income (expense), net: Loss from equity method investments, net (328 ) — — — (328 ) Interest income (expense), net 23,448 (35,164 ) (257 ) — (11,973 ) Other, net 3,412 8 (4,804 ) — (1,384 ) Total other income (expense), net 26,532 (35,156 ) (5,061 ) — (13,685 ) Income from continuing operations before income taxes 41,954 16,012 554 — 58,520 Income tax benefit (expense) (31,826 ) 10,604 294 — (20,928 ) Income from continuing operations 10,128 26,616 848 — 37,592 Income (loss) from discontinued operations, net of tax 6 (235 ) (27 ) — (256 ) Equity in income (loss) of subsidiaries 27,202 821 — (28,023 ) — Net income 37,336 27,202 821 (28,023 ) 37,336 Foreign currency translation adjustment (1) (448 ) — (1,203 ) — (1,651 ) Comprehensive income (loss) $ 36,888 $ 27,202 $ (382 ) $ (28,023 ) $ 35,685 (1) Foreign currency translation adjustment had no tax effect for the three months ended September 30, 2015 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) Three Months Ended September 30, 2014 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 71,616 $ 464,814 $ 13,469 $ — $ 549,899 Expenses: Direct operating 36,930 335,780 6,732 — 379,442 Marketing 1,945 7,059 139 — 9,143 Research and development 861 2,138 — — 2,999 General and administrative 10,789 36,558 239 — 47,586 Depreciation and other 8,173 36,983 1,224 — 46,380 Amortization of intangible assets 358 3,307 — — 3,665 Total expenses 59,056 421,825 8,334 — 489,215 Operating income 12,560 42,989 5,135 — 60,684 Other income (expense), net: Loss from equity method investments, net (224 ) (11,128 ) — — (11,352 ) Interest income (expense), net (12,570 ) 163 (58 ) — (12,465 ) Other, net 1,941 344 (3,637 ) — (1,352 ) Total other expense, net (10,853 ) (10,621 ) (3,695 ) — (25,169 ) Income from continuing operations before income taxes 1,707 32,368 1,440 — 35,515 Income tax benefit (expense) (1,915 ) (10,957 ) (520 ) — (13,392 ) Income from continuing operations (208 ) 21,411 920 — 22,123 Loss from discontinued operations, net of tax — (176 ) (4,057 ) — (4,233 ) Equity in income (loss) of subsidiaries 18,098 (3,137 ) — (14,961 ) — Net income (loss) 17,890 18,098 (3,137 ) (14,961 ) 17,890 Foreign currency translation adjustment (1) (680 ) — (15 ) — (695 ) Comprehensive income (loss) $ 17,210 $ 18,098 $ (3,152 ) $ (14,961 ) $ 17,195 (1) Foreign currency translation adjustment had no tax effect for the three months ended September 30, 2014 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) Nine Months Ended September 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 200,489 $ 1,430,657 $ 34,914 $ — $ 1,666,060 Expenses: Direct operating 105,780 993,220 16,002 — 1,115,002 Marketing 4,583 18,863 152 — 23,598 Research and development (83 ) 5,720 — — 5,637 General and administrative 35,568 108,958 631 — 145,157 Restructuring and lease termination costs 551 15,300 — — 15,851 Depreciation and other 20,273 104,282 3,185 — 127,740 Amortization of intangible assets 10 9,916 — — 9,926 Goodwill impairment (Note 6) — 85,890 — — 85,890 Total expenses 166,682 1,342,149 19,970 — 1,528,801 Operating income 33,807 88,508 14,944 — 137,259 Other income (expense), net: Loss from equity method investments, net (593 ) — — — (593 ) Interest income (expense), net (1,433 ) (34,472 ) (322 ) — (36,227 ) Other, net 8,990 72 (12,150 ) — (3,088 ) Total other income (expense), net 6,964 (34,400 ) (12,472 ) — (39,908 ) Income from continuing operations before income taxes 40,771 54,108 2,472 — 97,351 Income tax expense (26,393 ) (38,442 ) (120 ) — (64,955 ) Income from continuing operations 14,378 15,666 2,352 — 32,396 Income (loss) from discontinued operations, net of tax 674 (28,068 ) 22,317 — (5,077 ) Equity in income (loss) of subsidiaries 12,267 24,669 — (36,936 ) — Net income 27,319 12,267 24,669 (36,936 ) 27,319 Foreign currency translation adjustment (1) 126 — 1,550 — 1,676 Comprehensive income $ 27,445 $ 12,267 $ 26,219 $ (36,936 ) $ 28,995 (1) Foreign currency translation adjustment had no tax effect for the nine months ended September 30, 2015 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) Nine Months Ended September 30, 2014 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 197,878 $ 1,460,447 $ 35,863 $ — $ 1,694,188 Expenses: Direct operating 105,399 1,057,472 17,947 — 1,180,818 Marketing 4,723 20,220 329 — 25,272 Research and development 2,589 7,296 — — 9,885 General and administrative 31,406 116,705 679 — 148,790 Restructuring and lease termination costs 23 534 — — 557 Depreciation and other 26,744 111,944 3,446 — 142,134 Amortization of intangible assets 1,430 9,917 — — 11,347 Total expenses 172,314 1,324,088 22,401 — 1,518,803 Operating income 25,564 136,359 13,462 — 175,385 Other income (expense), net: Loss from equity method investments, net (672 ) (30,589 ) — — (31,261 ) Interest income (expense), net (35,172 ) 286 (159 ) — (35,045 ) Other, net 7,662 466 (8,514 ) — (386 ) Total other expense, net (28,182 ) (29,837 ) (8,673 ) — (66,692 ) Income (loss) from continuing operations before income taxes (2,618 ) 106,522 4,789 — 108,693 Income tax benefit (expense) 1,333 (35,407 ) (1,057 ) — (35,131 ) Income (loss) from continuing operations (1,285 ) 71,115 3,732 — 73,562 Loss from discontinued operations, net of tax (803 ) (381 ) (9,560 ) — (10,744 ) Equity in income (loss) of subsidiaries 64,906 (5,828 ) — (59,078 ) — Net income (loss) 62,818 64,906 (5,828 ) (59,078 ) 62,818 Foreign currency translation adjustment (1) (650 ) — 494 — (156 ) Comprehensive income (loss) $ 62,168 $ 64,906 $ (5,334 ) $ (59,078 ) $ 62,662 (1) Foreign currency translation adjustment had no tax effect for the nine months ended September 30, 2014 . CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended September 30, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income $ 27,319 $ 12,267 $ 24,669 $ (36,936 ) $ 27,319 Adjustments to reconcile net income to net cash flows from (used in) operating activities: Depreciation and other 20,273 106,127 7,198 — 133,598 Amortization of intangible assets 10 9,916 44 — 9,970 Share-based payments expense 6,500 5,521 — — 12,021 Windfall excess tax benefits related to share-based payments (715 ) — — — (715 ) Deferred income taxes (13,932 ) (19,271 ) 7,523 — (25,680 ) Restructuring and lease termination costs 136 1,544 — — 1,680 Loss from equity method investment, net 593 — — — 593 Amortization of deferred financing fees and debt discount 2,078 — — — 2,078 Goodwill impairment (Note 6) — 85,890 — — 85,890 Other (409 ) 636 (728 ) — (501 ) Equity in (income) losses of subsidiaries (12,267 ) (24,669 ) — 36,936 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net 717 23,416 599 — 24,732 Content library — 49,573 3,632 — 53,205 Prepaid expenses and other current assets (1,693 ) (3,394 ) 193 — (4,894 ) Other assets 56 214 136 — 406 Accounts payable (2,677 ) (41,218 ) (2,185 ) — (46,080 ) Accrued payable to retailers (6,423 ) (16,460 ) (1,404 ) — (24,287 ) Other accrued liabilities 10,391 7,509 (461 ) — 17,439 Net cash flows from (used in) operating activities (1) 29,957 197,601 39,216 — 266,774 Investing Activities: Purchases of property and equipment (18,837 ) (40,123 ) (1,204 ) — (60,164 ) Proceeds from sale of property and equipment 17 3,051 — — 3,068 Investments in and advances to affiliates 207,470 (164,015 ) (43,455 ) — — Net cash flows from (used in) investing activities (1) 188,650 (201,087 ) (44,659 ) — (57,096 ) Financing Activities: Proceeds from new borrowing of Credit Facility 147,000 — — — 147,000 Principal payments on Credit Facility (258,563 ) — — — (258,563 ) Repurchases of common stock (123,489 ) — — — (123,489 ) Dividends paid (Note 19) (16,158 ) — — — (16,158 ) Principal payments on capital lease obligations and other debt (8,640 ) — (298 ) — (8,938 ) Financing costs associated with Credit Facility and senior unsecured notes (9 ) — — — (9 ) Windfall excess tax benefits related to share-based payments 715 — — — 715 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,246 ) — — — (1,246 ) Net cash flows from (used in) financing activities (1) (260,390 ) — (298 ) — (260,688 ) Effect of exchange rate changes on cash 127 — 3,790 — 3,917 Increase (decrease) in cash and cash equivalents (41,656 ) (3,486 ) (1,951 ) — (47,093 ) Cash and cash equivalents: Beginning of period 180,889 17,939 43,868 — 242,696 End of period $ 139,233 $ 14,453 $ 41,917 $ — $ 195,603 (1) During the first quarter of 2015 we discontinued our Redbox operations in Canada. Cash flows from these discontinued operations are not segregated from cash flows from continuing operations in all periods presented. See Note 12: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended September 30, 2014 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income (loss) $ 62,818 $ 64,906 $ (5,828 ) $ (59,078 ) $ 62,818 Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation and other 26,728 113,408 6,020 — 146,156 Amortization of intangible assets 1,430 9,936 — — 11,366 Share-based payments expense 8,227 1,866 — — 10,093 Windfall excess tax benefits related to share-based payments (1,988 ) — — — (1,988 ) Deferred income taxes 5,746 (13,965 ) (3,105 ) (6,084 ) (17,408 ) Loss from equity method investments, net 672 30,589 — — 31,261 Amortization of deferred financing fees and debt discount 3,423 — — — 3,423 Loss from early extinguishment of debt 2,018 — — — 2,018 Other (1,149 ) (368 ) 40 — (1,477 ) Equity in (income) losses of subsidiaries (64,906 ) 5,828 — 59,078 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net 395 16,157 912 — 17,464 Content library 36 48,988 (224 ) — 48,800 Prepaid expenses and other current assets 16,024 1,026 (87 ) 6,084 23,047 Other assets 55 1,546 46 — 1,647 Accounts payable (2,427 ) (94,130 ) (449 ) — (97,006 ) Accrued payable to retailers (11,177 ) (15,003 ) (1,642 ) — (27,822 ) Other accrued liabilities (5,049 ) (331 ) 35 — (5,345 ) Net cash flows from (used in) operating activities (1) 40,876 170,453 (4,282 ) — 207,047 Investing Activities: Purchases of property and equipment (24,933 ) (41,663 ) (5,715 ) — (72,311 ) Proceeds from sale of property and equipment 750 1,085 — — 1,835 Cash paid for equity investments — (24,500 ) — — (24,500 ) Investments in and advances to affiliates 98,892 (101,884 ) 2,992 — — Net cash flows from (used in) investing activities (1) 74,709 (166,962 ) (2,723 ) — (94,976 ) Financing Activities: Proceeds from issuance of senior unsecured notes 295,500 — — — 295,500 Proceeds from new borrowing on Credit Facility 635,000 — — — 635,000 Principal payments on Credit Facility (621,250 ) — — — (621,250 ) Financing costs associated with Credit Facility and senior unsecured notes (2,906 ) — — — (2,906 ) Settlement and conversion of convertible debt (51,149 ) — — — (51,149 ) Repurchases of common stock (545,078 ) — — — (545,078 ) Principal payments on capital lease obligations and other debt (10,263 ) (3 ) (331 ) — (10,597 ) Windfall excess tax benefits related to share-based payments 1,988 — — — 1,988 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,084 ) — — — (1,084 ) Net cash flows from (used in) financing activities (1) (299,242 ) (3 ) (331 ) — (299,576 ) (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Effect of exchange rate changes on cash (650 ) — 1,619 — 969 Increase (decrease) in cash and cash equivalents (184,307 ) 3,488 (5,717 ) — (186,536 ) Cash and cash equivalents: Beginning of period 315,250 9,639 46,548 — 371,437 End of period $ 130,943 $ 13,127 $ 40,831 $ — $ 184,901 (1) 2014 includes the wind-down process of certain new ventures that were discontinued during 2013. Cash flows from these discontinued operations were not significant and are not segregated from cash flows from continuing operations in all periods presented. |