Guarantor Subsidiaries | Note 17: Guarantor Subsidiaries Certain of our wholly-owned subsidiaries have, jointly and severally, fully and unconditionally guaranteed the 2019 Notes and 2021 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, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 160,167 $ 19,372 $ 43,010 $ — $ 222,549 Accounts receivable, net of allowances 3,983 33,269 1,212 — 38,464 Content library — 188,490 — — 188,490 Prepaid expenses and other current assets 17,720 33,049 599 — 51,368 Intercompany receivables 35,654 527,996 426 (564,076 ) — Total current assets 217,524 802,176 45,247 (564,076 ) 500,871 Property and equipment, net 97,659 204,081 14,273 — 316,013 Deferred income taxes — — 2,606 — 2,606 Goodwill and other intangible assets, net 249,703 290,811 — — 540,514 Other long-term assets 4,596 1,293 167 — 6,056 Investment in related parties 921,456 27,798 — (949,254 ) — Total assets $ 1,490,938 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,366,060 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 16,127 $ 167,694 $ 189 $ — $ 184,010 Accrued payable to retailers 71,947 30,157 12,994 — 115,098 Other accrued liabilities 57,025 82,401 2,011 — 141,437 Current portion of long-term debt and other long-term liabilities 16,832 — 299 — 17,131 Intercompany payables 459,789 85,487 18,800 (564,076 ) — Total current liabilities 621,720 365,739 34,293 (564,076 ) 457,676 Long-term debt and other long-term liabilities 877,325 19,882 159 — 897,366 Deferred income taxes 13,965 19,083 44 — 33,092 Total liabilities 1,513,010 404,704 34,496 (564,076 ) 1,388,134 Commitments and contingencies Stockholders’ Equity: Preferred stock — — — — — Common stock 599,675 252,727 4,636 (371,875 ) 485,163 Treasury stock (1,151,063 ) — 3,000 (3,000 ) (1,151,063 ) Retained earnings 530,140 668,728 18,963 (574,379 ) 643,452 Accumulated other comprehensive income (loss) (824 ) — 1,198 — 374 Total stockholders’ equity (deficit) (22,072 ) 921,455 27,797 (949,254 ) (22,074 ) Total liabilities and stockholders’ equity $ 1,490,938 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,366,060 CONSOLIDATING BALANCE SHEETS 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 14,884 23,923 1,012 — 39,819 Intercompany receivables 40,762 467,181 — (507,943 ) — Total current assets 239,738 729,407 50,024 (507,943 ) 511,226 Property and equipment, net 133,923 263,412 31,133 — 428,468 Deferred income taxes — — 11,363 — 11,363 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 $ 1,547,277 $ 1,363,217 $ 92,855 $ (1,420,063 ) $ 1,583,286 Liabilities and Stockholders’ Equity 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 Intercompany payables 309,932 121,015 76,996 (507,943 ) — Total current liabilities 471,810 391,788 96,810 (507,943 ) 452,465 Long-term debt and other long-term liabilities 949,588 22,946 1,135 — 973,669 Deferred income taxes 28,500 31,249 25 — 59,774 Total liabilities 1,449,898 445,983 97,970 (507,943 ) 1,485,908 Commitments and contingencies Stockholders’ Equity: 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 97,379 917,234 (5,115 ) (912,120 ) 97,378 Total liabilities and stockholders’ equity $ 1,547,277 $ 1,363,217 $ 92,855 $ (1,420,063 ) $ 1,583,286 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 271,430 $ 1,874,457 $ 47,324 $ — $ 2,193,211 Expenses: Direct operating 143,429 1,328,269 21,390 — 1,493,088 Marketing 6,485 28,916 273 — 35,674 Research and development (83 ) 7,281 — — 7,198 General and administrative 47,699 142,012 682 — 190,393 Restructuring and related costs 2,926 24,227 — — 27,153 Depreciation and other 32,643 134,522 4,225 — 171,390 Amortization of intangible assets 14 13,536 — — 13,550 Goodwill impairment — 85,890 — — 85,890 Total expenses 233,113 1,764,653 26,570 — 2,024,336 Operating income 38,317 109,804 20,754 — 168,875 Other income (expense), net: Loss from equity method investments, net (800 ) — — — (800 ) Interest income (expense) 30,177 (72,164 ) (366 ) — (42,353 ) Other, net 15,273 1,354 (19,284 ) — (2,657 ) Total other income (expense), net 44,650 (70,810 ) (19,650 ) — (45,810 ) Income from continuing operations before income taxes 82,967 38,994 1,104 — 123,065 Income tax expense (31,603 ) (41,785 ) (231 ) — (73,619 ) Income (loss) from continuing operations 51,364 (2,791 ) 873 — 49,446 Income (loss) from discontinued operations, net of tax 640 (28,068 ) 22,319 — (5,109 ) Equity in income (loss) of subsidiaries (7,667 ) 23,192 — (15,525 ) — Net income (loss) 44,337 (7,667 ) 23,192 (15,525 ) 44,337 Foreign currency translation adjustment (1) (31 ) — 715 — 684 Comprehensive income (loss) $ 44,306 $ (7,667 ) $ 23,907 $ (15,525 ) $ 45,021 (1) Foreign currency translation adjustment had no tax effect in 2015 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2014 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 266,848 $ 1,975,905 $ 48,833 $ — $ 2,291,586 Expenses: Direct operating 142,472 1,415,132 23,707 — 1,581,311 Marketing 7,227 27,631 435 — 35,293 Research and development 3,456 9,591 — — 13,047 General and administrative 39,412 150,211 873 — 190,496 Restructuring and related costs 23 534 — — 557 Depreciation and other 35,155 148,217 4,452 — 187,824 Amortization of intangible assets 1,433 13,221 — — 14,654 Total expenses 229,178 1,764,537 29,467 — 2,023,182 Operating income 37,670 211,368 19,366 — 268,404 Other income (expense), net: Loss from equity method investments, net (530 ) (28,204 ) — — (28,734 ) Interest income (expense), net (48,007 ) 572 (209 ) — (47,644 ) Other, net 14,077 1,334 (16,596 ) — (1,185 ) Total other income (expense), net (34,460 ) (26,298 ) (16,805 ) — (77,563 ) Income from continuing operations before income taxes 3,210 185,070 2,561 — 190,841 Income tax expense (618 ) (64,989 ) (557 ) — (66,164 ) Income from continuing operations 2,592 120,081 2,004 — 124,677 Loss from discontinued operations, net of tax (803 ) (874 ) (16,382 ) — (18,059 ) Equity in income (loss) of subsidiaries 104,829 (14,378 ) — (90,451 ) — Net income (loss) 106,618 104,829 (14,378 ) (90,451 ) 106,618 Foreign currency translation adjustment (1) 368 — 89 — 457 Comprehensive income (loss) $ 106,986 $ 104,829 $ (14,289 ) $ (90,451 ) $ 107,075 (1) Foreign currency translation adjustment had no tax effect in 2014 . CONSOLIDATING 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 $ 44,995 $ — $ 2,299,785 Expenses: Direct operating 138,859 1,394,932 36,155 (12,947 ) 1,556,999 Marketing 6,540 23,269 418 — 30,227 Research and development 8,973 4,111 (2 ) — 13,082 General and administrative 33,023 169,099 721 12,955 215,798 Restructuring and related costs 724 3,771 — — 4,495 Depreciation and other 28,101 157,292 4,008 — 189,401 Amortization of intangible assets 2,245 8,662 — — 10,907 Total expenses 218,465 1,761,136 41,300 8 2,020,909 Operating income (loss) 36,786 238,403 3,695 (8 ) 278,876 Other income (expense), net: Income (loss) from equity method investments, net 65,063 (45,135 ) — — 19,928 Interest income (expense), net (32,930 ) 257 (134 ) — (32,807 ) Other, net (3,868 ) 479 (218 ) 8 (3,599 ) Total other income (expense), net 28,265 (44,399 ) (352 ) 8 (16,478 ) Income from continuing operations before income taxes 65,051 194,004 3,343 — 262,398 Income tax benefit (expense) 30,893 (70,577 ) (26 ) — (39,710 ) Income from continuing operations 95,944 123,427 3,317 — 222,688 Loss from discontinued operations, net of tax (30,834 ) (2,708 ) (14,354 ) — (47,896 ) 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 . CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income (loss) $ 44,337 $ (7,667 ) $ 23,192 $ (15,525 ) $ 44,337 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 32,643 136,367 8,237 — 177,247 Amortization of intangible assets 14 13,536 44 — 13,594 Share-based payments expense 10,323 6,917 — — 17,240 Windfall excess tax benefits related to share-based payments (739 ) — — — (739 ) Deferred income taxes (14,533 ) (12,730 ) 7,644 — (19,619 ) Restructuring, impairment and related costs 509 1,545 — — 2,054 Loss from equity method investments, net 800 — — — 800 Amortization of deferred financing fees and debt discount 2,761 — — — 2,761 Gain from early extinguishment of debt (5,854 ) — — — (5,854 ) Gain on purchase of Gazelle — (989 ) — — (989 ) Goodwill impairment — 85,890 — — 85,890 Other (539 ) 295 (728 ) — (972 ) Equity in loss (income) of subsidiaries 7,667 (23,192 ) — 15,525 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net (781 ) 10,673 119 — 10,011 Content library — (11,951 ) 3,631 — (8,320 ) Prepaid expenses and other current assets (2,826 ) (7,599 ) 360 — (10,065 ) Other assets 66 (62 ) 158 — 162 Accounts payable (1,316 ) 21,447 (2,188 ) — 17,943 Accrued payable to retailers 2,758 (12,820 ) 94 — (9,968 ) Other accrued liabilities (391 ) 11,337 (374 ) — 10,572 Net cash flows from operating activities (1) 74,899 210,997 40,189 — 326,085 Investing Activities: Purchases of property and equipment (26,861 ) (49,071 ) (1,659 ) — (77,591 ) Proceeds from sale of property and equipment 17 3,208 — — 3,225 Acquisitions, net of cash acquired — (17,980 ) — — (17,980 ) Investments in and advances to affiliates 187,538 (145,721 ) (41,817 ) — — Net cash flows from (used in) investing activities (1) 160,694 (209,564 ) (43,476 ) — (92,346 ) Financing Activities: Proceeds from new borrowing of Credit Facility 310,500 — — — 310,500 Principal payments on Credit Facility (339,375 ) — — — (339,375 ) Repurchases of common stock (159,800 ) — — — (159,800 ) Repurchase of Notes (34,589 ) — — — (34,589 ) Dividends paid (21,210 ) — — — (21,210 ) Principal payments on capital lease obligations and other debt (11,110 ) — (400 ) — (11,510 ) Financing costs associated with Credit Facility and senior unsecured notes (9 ) — — — (9 ) Windfall excess tax benefits related to share-based payments 739 — — — 739 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,461 ) — — — (1,461 ) Net cash flows used in financing activities (1) (256,315 ) — (400 ) — (256,715 ) Year Ended December 31, 2015 Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Effect of exchange rate changes on cash — — 2,829 — 2,829 Increase (decrease) in cash and cash equivalents (20,722 ) 1,433 (858 ) — (20,147 ) Cash and cash equivalents: Beginning of period 180,889 17,939 43,868 — 242,696 End of period $ 160,167 $ 19,372 $ 43,010 $ — $ 222,549 (1) During 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 Year Ended December 31, 2014 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income (loss) $ 106,618 $ 104,829 $ (14,378 ) $ (90,451 ) $ 106,618 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 35,139 150,904 9,119 — 195,162 Amortization of intangible assets 1,433 13,259 — — 14,692 Share-based payments expense 9,693 3,691 — — 13,384 Windfall excess tax benefits related to share-based payments (1,964 ) — — — (1,964 ) Deferred income taxes 304 (17,232 ) (5,683 ) — (22,611 ) Loss from equity method investments, net 530 28,204 — — 28,734 Amortization of deferred financing fees and debt discount 4,116 — — — 4,116 Loss from early extinguishment of debt 2,018 — — — 2,018 Other (1,250 ) (548 ) 48 — (1,750 ) Equity in loss (income) of subsidiaries (104,829 ) 14,378 — 90,451 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net (1,130 ) 8,787 1,014 — 8,671 Content library 36 20,206 (495 ) — 19,747 Prepaid expenses and other current assets 40,826 3,753 (297 ) — 44,282 Other assets 75 1,558 69 — 1,702 Accounts payable (3,017 ) (65,737 ) (158 ) — (68,912 ) Accrued payable to retailers (1,896 ) (5,149 ) 198 — (6,847 ) Other accrued liabilities (840 ) 1,988 161 — 1,309 Net cash flows from (used in) operating activities (1) 85,862 262,891 (10,402 ) — 338,351 Investing Activities: Purchases of property and equipment (33,602 ) (57,909 ) (6,413 ) — (97,924 ) Proceeds from sale of property and equipment 750 1,227 — — 1,977 Cash paid for equity investments — (24,500 ) — — (24,500 ) Extinguishment payment received from equity investment — 5,000 — — 5,000 Investments in and advances to affiliates 166,145 (178,406 ) 12,261 — — Net cash flows from (used in) investing activities (1) 133,293 (254,588 ) 5,848 — (115,447 ) Financing Activities: Proceeds from issuance of senior unsecured notes 295,500 — — — 295,500 Proceeds from new borrowing of Credit Facility 642,000 — — — 642,000 Principal payments on Credit Facility (680,125 ) — — — (680,125 ) Financing costs associated with Credit Facility and senior unsecured notes (2,911 ) — — — (2,911 ) Settlement and conversion of convertible debt (51,149 ) — — — (51,149 ) Repurchases of common stock (545,091 ) — — — (545,091 ) Principal payments on capital lease obligations and other debt (13,552 ) (3 ) (441 ) — (13,996 ) Windfall excess tax benefits related to share-based payments 1,964 — — — 1,964 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (520 ) — — — (520 ) Net cash flows from (used in) financing activities (1) (353,884 ) (3 ) (441 ) — (354,328 ) Year Ended December 31, 2014 Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Effect of exchange rate changes on cash 368 — 2,315 — 2,683 Increase (decrease) in cash and cash equivalents (134,361 ) 8,300 (2,680 ) — (128,741 ) Cash and cash equivalents: Beginning of period 315,250 9,639 46,548 — 371,437 End of period $ 180,889 $ 17,939 $ 43,868 $ — $ 242,696 (1) During the first quarter of 2015, we discontinued our Redbox operations in Canada and during 2013, we discontinued four ventures, 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. See Note 12: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2013 Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income (loss) $ 174,792 $ 109,682 $ (11,037 ) $ (98,645 ) $ 174,792 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 29,640 158,801 5,259 — 193,700 Amortization of intangible assets 2,245 8,688 — — 10,933 Share-based payments expense 9,903 6,928 — — 16,831 Windfall excess tax benefits related to share-based payments (3,698 ) — — — (3,698 ) Deferred income taxes 9,228 (15,727 ) (4,434 ) — (10,933 ) Restructuring, impairment and related costs 32,444 288 — — 32,732 Loss (income) from equity method investments, net (65,063 ) 45,135 — — (19,928 ) Amortization of deferred financing fees and debt discount 6,394 — — — 6,394 Loss from early extinguishment of 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 (408 ) 226 354 1,491 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 (used in) operating activities (1) 57,753 281,757 (12,084 ) 408 327,834 Investing Activities: Purchases of property and equipment (58,763 ) (88,431 ) (14,218 ) — (161,412 ) Proceeds from sale of property and equipment 12,147 1,189 8 — 13,344 Acquisition of ecoATM, net of cash acquired (244,036 ) — — — (244,036 ) 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 (used in) investing activities (1) (141,883 ) (271,901 ) 16,647 (54 ) (397,191 ) 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 ) Conversion 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 ) Windfall excess tax benefits related to share-based payments 3,698 — — — 3,698 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options 8,460 — — — 8,460 Net cash flows from (used in) financing activities (1) 156,996 (217 ) (417 ) — 156,362 Year Ended December 31, 2013 Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Effect of exchange rate changes on cash (105 ) — 1,643 — 1,538 Increase (decrease) in cash and cash equivalents 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 the first quarter of 2015, we discontinued our Redbox operations in Canada and during 2013, we discontinued four ventures, 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. See Note 12: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. |