Guarantor Subsidiaries | Note 15: 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 March 31, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Assets Current Assets: Cash and cash equivalents $ 139,285 $ 21,445 $ 38,120 $ — $ 198,850 Accounts receivable, net of allowances 2,064 28,422 1,197 — 31,683 Content library — 156,352 — — 156,352 Prepaid expenses and other current assets 12,397 33,619 373 — 46,389 Intercompany receivables 33,494 586,159 304 (619,957 ) — Total current assets 187,240 825,997 39,994 (619,957 ) 433,274 Property and equipment, net 91,542 185,369 13,849 — 290,760 Deferred income taxes — — 2,508 — 2,508 Goodwill and other intangible assets, net 249,699 287,025 — — 536,724 Other long-term assets 583 1,150 141 — 1,874 Investment in related parties 946,069 29,001 — (975,070 ) — Total assets $ 1,475,133 $ 1,328,542 $ 56,492 $ (1,595,027 ) $ 1,265,140 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 11,269 $ 133,934 $ 184 $ — $ 145,387 Accrued payable to retailers 52,268 27,182 11,022 — 90,472 Other accrued liabilities 74,513 83,434 1,835 — 159,782 Dividend payable 10,463 — — — 10,463 Current portion of long-term debt and other long-term liabilities 17,651 5 256 — 17,912 Intercompany payables 501,456 104,468 14,033 (619,957 ) — Total current liabilities 667,620 349,023 27,330 (619,957 ) 424,016 Long-term debt and other long-term liabilities 794,301 19,529 137 — 813,967 Deferred income taxes 11,011 13,922 24 — 24,957 Total liabilities 1,472,932 382,474 27,491 (619,957 ) 1,262,940 Commitments and contingencies Stockholders’ Equity: Preferred stock — — 3,000 (3,000 ) — Common stock 599,684 252,512 4,635 (371,660 ) 485,171 Treasury stock (1,149,261 ) — — — (1,149,261 ) Retained earnings 552,800 693,556 20,519 (600,410 ) 666,465 Accumulated other comprehensive income (loss) (1,022 ) — 847 — (175 ) Total stockholders’ equity 2,201 946,068 29,001 (975,070 ) 2,200 Total liabilities and stockholders’ equity $ 1,475,133 $ 1,328,542 $ 56,492 $ (1,595,027 ) $ 1,265,140 CONSOLIDATING BALANCE SHEETS (unaudited) 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 747 1,293 167 — 2,207 Investment in related parties 921,456 27,798 — (949,254 ) — Total assets $ 1,487,089 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,362,211 Liabilities and Stockholders’ Equity (Deficit) 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 873,476 19,882 159 — 893,517 Deferred income taxes 13,965 19,083 44 — 33,092 Total liabilities 1,509,161 404,704 34,496 (564,076 ) 1,384,285 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock — — 3,000 (3,000 ) — Common stock 599,675 252,727 4,636 (371,875 ) 485,163 Treasury stock (1,151,063 ) — — — (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 (deficit) $ 1,487,089 $ 1,326,159 $ 62,293 $ (1,513,330 ) $ 1,362,211 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended March 31, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 62,246 $ 463,577 $ 10,133 $ — $ 535,956 Expenses: Direct operating 34,356 336,941 4,670 — 375,967 Marketing 799 8,423 — — 9,222 Research and development — 1,045 — — 1,045 General and administrative 10,914 36,664 192 — 47,770 Restructuring and related costs 462 2,813 — — 3,275 Depreciation and other 6,414 28,713 991 — 36,118 Amortization of intangible assets 3 3,787 — — 3,790 Total expenses 52,948 418,386 5,853 — 477,187 Operating income 9,298 45,191 4,280 — 58,769 Other income (expense), net: Loss from equity method investments, net (207 ) — — — (207 ) Interest income (expense), net 7,947 (8,142 ) (47 ) — (242 ) Other, net 2,766 387 (1,924 ) — 1,229 Total other income (expense), net 10,506 (7,755 ) (1,971 ) — 780 Income from continuing operations before income taxes 19,804 37,436 2,309 — 59,549 Income tax expense (7,822 ) (12,686 ) (590 ) — (21,098 ) Income from continuing operations 11,982 24,750 1,719 — 38,451 Equity in income of subsidiaries 26,469 1,719 — (28,188 ) — Net income 38,451 26,469 1,719 (28,188 ) 38,451 Foreign currency translation adjustment (1) (198 ) — (351 ) — (549 ) Comprehensive income $ 38,253 $ 26,469 $ 1,368 $ (28,188 ) $ 37,902 (1) Foreign currency translation adjustment had no tax effect for the three months ended March 31, 2016 . CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended March 31, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Revenue $ 58,810 $ 539,281 $ 10,545 $ — $ 608,636 Expenses: Direct operating 33,726 366,411 5,047 — 405,184 Marketing 1,514 6,906 — — 8,420 Research and development (84 ) 2,168 — — 2,084 General and administrative 12,056 36,295 205 — 48,556 Restructuring and related costs 550 15,301 — — 15,851 Depreciation and other 4,649 36,983 1,054 — 42,686 Amortization of intangible assets 3 3,306 — — 3,309 Total expenses 52,414 467,370 6,306 — 526,090 Operating income 6,396 71,911 4,239 — 82,546 Other income (expense), net: Loss from equity method investments, net (132 ) — — — (132 ) Interest income (expense), net (12,396 ) 375 (50 ) — (12,071 ) Other, net 2,436 (16 ) (4,766 ) — (2,346 ) Total other income (expense), net (10,092 ) 359 (4,816 ) — (14,549 ) Income (loss) from continuing operations before income taxes (3,696 ) 72,270 (577 ) — 67,997 Income tax benefit (expense) (548 ) (25,310 ) 16 — (25,842 ) Income (loss) from continuing operations (4,244 ) 46,960 (561 ) — 42,155 Income (loss) from discontinued operations, net of tax 1,524 (29,054 ) 20,974 — (6,556 ) Equity in income of subsidiaries 38,319 20,413 — (58,732 ) — Net income 35,599 38,319 20,413 (58,732 ) 35,599 Foreign currency translation adjustment (1) (64 ) — 2,918 — 2,854 Comprehensive income $ 35,535 $ 38,319 $ 23,331 $ (58,732 ) $ 38,453 (1) Foreign currency translation adjustment had no tax effect for the three months ended March 31, 2015 . CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2016 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income $ 38,451 $ 26,469 $ 1,719 $ (28,188 ) $ 38,451 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 6,414 28,713 991 — 36,118 Amortization of intangible assets 3 3,787 — — 3,790 Share-based payments expense 3,146 1,184 — — 4,330 Deferred income taxes (2,928 ) (5,161 ) 267 — (7,822 ) Restructuring, impairment and related costs 57 304 — — 361 Loss from equity method investment, net 207 — — — 207 Amortization of deferred financing fees and debt discount 638 — — — 638 Gain from early extinguishment of debt (11,028 ) — — — (11,028 ) Other (112 ) 76 — — (36 ) Equity in income of subsidiaries (26,469 ) (1,719 ) — 28,188 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net 1,919 4,846 98 — 6,863 Content library — 33,126 — — 33,126 Prepaid expenses and other current assets 5,278 465 279 — 6,022 Other assets — 143 20 — 163 Accounts payable (2,121 ) (33,280 ) (4 ) — (35,405 ) Accrued payable to retailers (19,678 ) (2,975 ) (1,993 ) — (24,646 ) Other accrued liabilities 15,994 331 (252 ) — 16,073 Net cash flows from operating activities 9,771 56,309 1,125 — 67,205 Investing Activities: Purchases of property and equipment (7,428 ) (5,504 ) (521 ) — (13,453 ) Proceeds from sale of property and equipment — 74 — — 74 Investments in and advances to affiliates 53,614 (48,806 ) (4,808 ) — — Net cash flows from (used in) investing activities 46,186 (54,236 ) (5,329 ) — (13,379 ) Financing Activities: Proceeds from new borrowing of Credit Facility 85,000 — — — 85,000 Principal payments on Credit Facility (108,313 ) — — — (108,313 ) Repurchases of notes (45,328 ) — — — (45,328 ) Dividends paid (5,038 ) — — — (5,038 ) Principal payments on capital lease obligations and other debt (1,537 ) — (89 ) — (1,626 ) Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (1,425 ) — — — (1,425 ) Net cash flows used in financing activities (76,641 ) — (89 ) — (76,730 ) Effect of exchange rate changes on cash (198 ) — (597 ) — (795 ) Increase (decrease) in cash and cash equivalents (20,882 ) 2,073 (4,890 ) — (23,699 ) Cash and cash equivalents: Beginning of period 160,167 19,372 43,010 — 222,549 End of period $ 139,285 $ 21,445 $ 38,120 $ — $ 198,850 CONSOLIDATING STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2015 (in thousands) Outerwall Inc. Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations and Consolidation Reclassifications Total Operating Activities: Net income $ 35,599 $ 38,319 $ 20,413 $ (58,732 ) $ 35,599 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and other 4,649 38,828 5,066 — 48,543 Amortization of intangible assets 3 3,306 44 — 3,353 Share-based payments expense 1,916 1,987 — — 3,903 Windfall excess tax benefits related to share-based payments (526 ) — — — (526 ) Deferred income taxes (6,070 ) (6,347 ) 9,870 — (2,547 ) Restructuring, impairment and related costs 136 1,544 — — 1,680 Loss from equity method investments, net 132 — — — 132 Amortization of deferred financing fees and debt discount 693 — — — 693 Other (149 ) (322 ) (727 ) — (1,198 ) Equity in income of subsidiaries (38,319 ) (20,413 ) — 58,732 — Cash flows from changes in operating assets and liabilities: Accounts receivable, net 712 14,518 (3,407 ) — 11,823 Content library — 6,663 3,293 — 9,956 Prepaid expenses and other current assets (2,759 ) (591 ) 244 — (3,106 ) Other assets 15 122 31 — 168 Accounts payable 2,895 1,202 (1,177 ) — 2,920 Accrued payable to retailers (10,800 ) (5,730 ) (1,911 ) — (18,441 ) Other accrued liabilities 9,718 3,994 (592 ) — 13,120 Net cash flows from (used in) operating activities (1) (2,155 ) 77,080 31,147 — 106,072 Investing Activities: Purchases of property and equipment (5,607 ) (14,721 ) (381 ) — (20,709 ) Proceeds from sale of property and equipment — 123 — — 123 Investments in and advances to affiliates 106,713 (65,229 ) (41,484 ) — — Net cash flows from (used in) investing activities (1) 101,106 (79,827 ) (41,865 ) — (20,586 ) Financing Activities: Proceeds from new borrowing on Credit Facility 35,000 — — — 35,000 Principal payments on Credit Facility (116,875 ) — — — (116,875 ) Dividends paid (5,602 ) — — — (5,602 ) Repurchases of common stock (40,708 ) — — — (40,708 ) Principal payments on capital lease obligations and other debt (3,143 ) — (102 ) — (3,245 ) Windfall excess tax benefits related to share-based payments 526 — — — 526 Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options (3,088 ) — — — (3,088 ) Net cash flows used in financing activities (1) (133,890 ) — (102 ) — (133,992 ) Effect of exchange rate changes on cash (36 ) — 3,780 — 3,744 Decrease in cash and cash equivalents (34,975 ) (2,747 ) (7,040 ) — (44,762 ) Cash and cash equivalents: Beginning of period 180,889 17,939 43,868 — 242,696 End of period $ 145,914 $ 15,192 $ 36,828 $ — $ 197,934 (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 10: Discontinued Operations for cash flow disclosures related to our discontinued Redbox operations in Canada. |