XML 131 R114.htm IDEA: XBRL DOCUMENT v3.3.1.900
Guarantor Subsidiaries (Condensed Consolidating Statements of Cash Flows) (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Nov. 10, 2015
Jun. 30, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Operating Activities:          
Net income     $ 44,337 $ 106,618 $ 174,792
Adjustments to reconcile net income to net cash flows from operating activities:          
Depreciation and other     177,247 195,162 193,700
Amortization of intangible assets     13,594 14,692 10,933
Share-based payments expense     17,240 13,384 16,831
Windfall excess tax benefits related to share-based payments     (739) (1,964) (3,698)
Deferred income taxes     (19,619) (22,611) (10,933)
Impairment expense, restructuring and lease termination costs [1]     2,054 0 32,732
(Income) loss from equity method investments, net     800 28,734 (19,928)
Amortization of deferred financing fees and debt discount     2,761 4,116 6,394
(Gain) loss from early extinguishment of debt     (5,854) 2,018 6,013
Gain on purchase of Gazelle (Note 3) $ (989)   (989) 0 0
Goodwill impairment   $ 85,900 85,890 0 0
Other     (972) (1,750) (2,039)
Equity in income (loss) of subsidiaries     0 0 0
Cash flows from changes in operating assets and liabilities:          
Accounts receivable, net     10,011 8,671 7,978
Content library     (8,320) 19,747 (22,459)
Prepaid expenses and other current assets     (10,065) 44,282 (50,542)
Other assets     162 1,702 230
Accounts payable     17,943 (68,912) 1,491
Accrued payable to retailers     (9,968) (6,847) (4,088)
Other accrued liabilities     10,572 1,309 (9,573)
Net Cash Provided by (Used in) Operating Activities     326,085 [2] 338,351 [3] 327,834 [4]
Investing Activities:          
Purchases of property and equipment     (77,591) (97,924) (161,412)
Proceeds from sale of property and equipment     3,225 1,977 13,344
Acquisitions, net of cash acquired     (17,980) 0 (244,036)
Receipt of note receivable principal     0 0 22,913
Cash paid for equity investments     0 (24,500) (28,000)
Extinguishment payment received from equity investment     0 5,000 0
Investments in and advances to affiliates     0 0 0
Net Cash Provided by (Used in) Investing Activities     (92,346) [2] (115,447) [3] (397,191) [4]
Financing Activities:          
Proceeds from issuance of senior unsecured notes     0 295,500 343,769
Proceeds from new borrowing on Credit Facility     310,500 642,000 400,000
Principal payments on Credit Facility     (339,375) (680,125) (215,313)
Settlement and conversion of convertible debt     0 (51,149) (172,211)
Repurchases of common stock [5]     (159,800) (545,091) (195,004)
Repurchase of Notes (Note 9)     (34,589) 0 0
Dividends paid     (21,210) 0 0
Principal payments on capital lease obligations and other debt     (11,510) (13,996) (14,834)
Financing costs associated with Credit Facility and senior unsecured notes [6]     (9) (2,911) (2,203)
Windfall excess tax benefits related to share-based payments     739 1,964 3,698
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options     (1,461) (520) 8,460
Net cash flows from (used in) financing activities [7]     (256,715) [2] (354,328) [3] 156,362 [4]
Effect of exchange rate changes on cash     2,829 2,683 1,538
Increase (decrease) in cash and cash equivalents     (20,147) (128,741) 88,543
Cash and cash equivalents:          
Beginning of period     242,696 371,437 282,894
End of period     222,549 242,696 371,437
Reportable Legal Entities | Outerwall Inc.          
Operating Activities:          
Net income     44,337 106,618 174,792
Adjustments to reconcile net income to net cash flows from operating activities:          
Depreciation and other     32,643 35,139 29,640
Amortization of intangible assets     14 1,433 2,245
Share-based payments expense     10,323 9,693 9,903
Windfall excess tax benefits related to share-based payments     (739) (1,964) (3,698)
Deferred income taxes     (14,533) 304 9,228
Impairment expense, restructuring and lease termination costs     509   32,444
(Income) loss from equity method investments, net     800 530 (65,063)
Amortization of deferred financing fees and debt discount     2,761 4,116 6,394
(Gain) loss from early extinguishment of debt     (5,854) 2,018 6,013
Gain on purchase of Gazelle (Note 3)     0    
Goodwill impairment     0    
Other     (539) (1,250) 827
Equity in income (loss) of subsidiaries     7,667 (104,829) (109,682)
Cash flows from changes in operating assets and liabilities:          
Accounts receivable, net     (781) (1,130) (1,144)
Content library     0 36 1,093
Prepaid expenses and other current assets     (2,826) 40,826 (43,762)
Other assets     66 75 201
Accounts payable     (1,316) (3,017) 1,319
Accrued payable to retailers     2,758 (1,896) (6,181)
Other accrued liabilities     (391) (840) 13,184
Net Cash Provided by (Used in) Operating Activities     74,899 [2] 85,862 [3] 57,753 [4]
Investing Activities:          
Purchases of property and equipment     (26,861) (33,602) (58,763)
Proceeds from sale of property and equipment     17 750 12,147
Acquisitions, net of cash acquired     0   (244,036)
Receipt of note receivable principal         22,913
Cash paid for equity investments       0 0
Extinguishment payment received from equity investment       0  
Investments in and advances to affiliates     187,538 166,145 125,856
Net Cash Provided by (Used in) Investing Activities     160,694 [2] 133,293 [3] (141,883) [4]
Financing Activities:          
Proceeds from issuance of senior unsecured notes       295,500 343,769
Proceeds from new borrowing on Credit Facility     310,500 642,000 400,000
Principal payments on Credit Facility     (339,375) (680,125) (215,313)
Settlement and conversion of convertible debt       (51,149) (172,211)
Repurchases of common stock     (159,800) (545,091) (195,004)
Repurchase of Notes (Note 9)     (34,589)    
Dividends paid     (21,210)    
Principal payments on capital lease obligations and other debt     (11,110) (13,552) (14,200)
Financing costs associated with Credit Facility and senior unsecured notes     (9) (2,911) (2,203)
Windfall excess tax benefits related to share-based payments     739 1,964 3,698
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options     (1,461) (520) 8,460
Net cash flows from (used in) financing activities     (256,315) [2] (353,884) [3] 156,996 [4]
Effect of exchange rate changes on cash     0 368 (105)
Increase (decrease) in cash and cash equivalents     (20,722) (134,361) 72,761
Cash and cash equivalents:          
Beginning of period     180,889 315,250 242,489
End of period     160,167 180,889 315,250
Reportable Legal Entities | Combined Guarantor Subsidiaries          
Operating Activities:          
Net income     (7,667) 104,829 109,682
Adjustments to reconcile net income to net cash flows from operating activities:          
Depreciation and other     136,367 150,904 158,801
Amortization of intangible assets     13,536 13,259 8,688
Share-based payments expense     6,917 3,691 6,928
Windfall excess tax benefits related to share-based payments     0 0 0
Deferred income taxes     (12,730) (17,232) (15,727)
Impairment expense, restructuring and lease termination costs     1,545   288
(Income) loss from equity method investments, net     0 28,204 45,135
Amortization of deferred financing fees and debt discount     0 0 0
(Gain) loss from early extinguishment of debt     0 0 0
Gain on purchase of Gazelle (Note 3)     (989)    
Goodwill impairment     85,890    
Other     295 (548) (2,951)
Equity in income (loss) of subsidiaries     (23,192) 14,378 11,037
Cash flows from changes in operating assets and liabilities:          
Accounts receivable, net     10,673 8,787 10,639
Content library     (11,951) 20,206 (23,357)
Prepaid expenses and other current assets     (7,599) 3,753 (6,280)
Other assets     (62) 1,558 400
Accounts payable     21,447 (65,737) (408)
Accrued payable to retailers     (12,820) (5,149) 1,633
Other accrued liabilities     11,337 1,988 (22,751)
Net Cash Provided by (Used in) Operating Activities     210,997 [2] 262,891 [3] 281,757 [4]
Investing Activities:          
Purchases of property and equipment     (49,071) (57,909) (88,431)
Proceeds from sale of property and equipment     3,208 1,227 1,189
Acquisitions, net of cash acquired     (17,980)   0
Receipt of note receivable principal         0
Cash paid for equity investments       (24,500) (28,000)
Extinguishment payment received from equity investment       5,000  
Investments in and advances to affiliates     (145,721) (178,406) (156,659)
Net Cash Provided by (Used in) Investing Activities     (209,564) [2] (254,588) [3] (271,901) [4]
Financing Activities:          
Proceeds from issuance of senior unsecured notes       0 0
Proceeds from new borrowing on Credit Facility     0 0 0
Principal payments on Credit Facility     0 0 0
Settlement and conversion of convertible debt       0 0
Repurchases of common stock     0 0 0
Repurchase of Notes (Note 9)     0    
Dividends paid     0    
Principal payments on capital lease obligations and other debt     0 (3) (217)
Financing costs associated with Credit Facility and senior unsecured notes     0 0 0
Windfall excess tax benefits related to share-based payments     0 0 0
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options     0 0 0
Net cash flows from (used in) financing activities     0 [2] (3) [3] (217) [4]
Effect of exchange rate changes on cash     0 0 0
Increase (decrease) in cash and cash equivalents     1,433 8,300 9,639
Cash and cash equivalents:          
Beginning of period     17,939 9,639 0
End of period     19,372 17,939 9,639
Reportable Legal Entities | Combined Non-Guarantor Subsidiaries          
Operating Activities:          
Net income     23,192 (14,378) (11,037)
Adjustments to reconcile net income to net cash flows from operating activities:          
Depreciation and other     8,237 9,119 5,259
Amortization of intangible assets     44 0 0
Share-based payments expense     0 0 0
Windfall excess tax benefits related to share-based payments     0 0 0
Deferred income taxes     7,644 (5,683) (4,434)
Impairment expense, restructuring and lease termination costs     0   0
(Income) loss from equity method investments, net     0 0 0
Amortization of deferred financing fees and debt discount     0 0 0
(Gain) loss from early extinguishment of debt     0 0 0
Gain on purchase of Gazelle (Note 3)     0    
Goodwill impairment     0    
Other     (728) 48 31
Equity in income (loss) of subsidiaries     0 0 0
Cash flows from changes in operating assets and liabilities:          
Accounts receivable, net     119 1,014 (1,517)
Content library     3,631 (495) (195)
Prepaid expenses and other current assets     360 (297) (500)
Other assets     158 69 (371)
Accounts payable     (2,188) (158) 226
Accrued payable to retailers     94 198 460
Other accrued liabilities     (374) 161 (6)
Net Cash Provided by (Used in) Operating Activities     40,189 [2] (10,402) [3] (12,084) [4]
Investing Activities:          
Purchases of property and equipment     (1,659) (6,413) (14,218)
Proceeds from sale of property and equipment     0 0 8
Acquisitions, net of cash acquired     0   0
Receipt of note receivable principal         0
Cash paid for equity investments       0 0
Extinguishment payment received from equity investment       0  
Investments in and advances to affiliates     (41,817) 12,261 30,857
Net Cash Provided by (Used in) Investing Activities     (43,476) [2] 5,848 [3] 16,647 [4]
Financing Activities:          
Proceeds from issuance of senior unsecured notes       0 0
Proceeds from new borrowing on Credit Facility     0 0 0
Principal payments on Credit Facility     0 0 0
Settlement and conversion of convertible debt       0 0
Repurchases of common stock     0 0 0
Repurchase of Notes (Note 9)     0    
Dividends paid     0    
Principal payments on capital lease obligations and other debt     (400) (441) (417)
Financing costs associated with Credit Facility and senior unsecured notes     0 0 0
Windfall excess tax benefits related to share-based payments     0 0 0
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options     0 0 0
Net cash flows from (used in) financing activities     (400) [2] (441) [3] (417) [4]
Effect of exchange rate changes on cash     2,829 2,315 1,643
Increase (decrease) in cash and cash equivalents     (858) (2,680) 5,789
Cash and cash equivalents:          
Beginning of period     43,868 46,548 40,759
End of period     43,010 43,868 46,548
Eliminations and Consolidation Reclassifications          
Operating Activities:          
Net income     (15,525) (90,451) (98,645)
Adjustments to reconcile net income to net cash flows from operating activities:          
Depreciation and other     0 0 0
Amortization of intangible assets     0 0 0
Share-based payments expense     0 0 0
Windfall excess tax benefits related to share-based payments     0 0 0
Deferred income taxes     0 0 0
Impairment expense, restructuring and lease termination costs     0   0
(Income) loss from equity method investments, net     0 0 0
Amortization of deferred financing fees and debt discount     0 0 0
(Gain) loss from early extinguishment of debt     0 0 0
Gain on purchase of Gazelle (Note 3)     0    
Goodwill impairment     0    
Other     0 0 54
Equity in income (loss) of subsidiaries     15,525 90,451 98,645
Cash flows from changes in operating assets and liabilities:          
Accounts receivable, net     0 0 0
Content library     0 0 0
Prepaid expenses and other current assets     0 0 0
Other assets     0 0 0
Accounts payable     0 0 354
Accrued payable to retailers     0 0 0
Other accrued liabilities     0 0 0
Net Cash Provided by (Used in) Operating Activities     0 [2] 0 [3] 408 [4]
Investing Activities:          
Purchases of property and equipment     0 0 0
Proceeds from sale of property and equipment     0 0 0
Acquisitions, net of cash acquired     0   0
Receipt of note receivable principal         0
Cash paid for equity investments       0 0
Extinguishment payment received from equity investment       0  
Investments in and advances to affiliates     0 0 (54)
Net Cash Provided by (Used in) Investing Activities     0 [2] 0 [3] (54) [4]
Financing Activities:          
Proceeds from issuance of senior unsecured notes       0 0
Proceeds from new borrowing on Credit Facility     0 0 0
Principal payments on Credit Facility     0 0 0
Settlement and conversion of convertible debt       0 0
Repurchases of common stock     0 0 0
Repurchase of Notes (Note 9)     0    
Dividends paid     0    
Principal payments on capital lease obligations and other debt     0 0 0
Financing costs associated with Credit Facility and senior unsecured notes     0 0 0
Windfall excess tax benefits related to share-based payments     0 0 0
Withholding tax paid on vesting of restricted stock net of proceeds from exercise of stock options     0 0 0
Net cash flows from (used in) financing activities     0 [2] 0 [3] 0 [4]
Effect of exchange rate changes on cash     0 0 0
Increase (decrease) in cash and cash equivalents     0 0 354
Cash and cash equivalents:          
Beginning of period     0 0 (354)
End of period     $ 0 $ 0 $ 0
[1] The non-cash restructuring, impairment and related costs in 2015 of $2.1 million is composed of $7.4 million in impairments of lease related assets partially offset by a $5.3 million benefit resulting from the lease termination. The 2013 non-cash charge represents asset impairments of $32.7 million related to our four ventures previously included in our former New Ventures segment, Orango, Rubi, Crisp Market, and Star Studio, which were discontinued during 2013.
[2] 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.
[3] 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.
[4] 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.
[5] The total cost of repurchases of common stock in 2014 was $545.1 million, which includes $3.7 million in fees and expenses relating to the tender offer recorded as part of the cost of treasury stock in our Consolidated Balance Sheets. The cash payments for the tender offer fees in 2014 were $3.7 million.
[6] Total financing costs associated with the Credit Facility and senior unsecured notes issued in 2014 were $8.2 million composed of non-cash debt issue costs of $4.5 million recorded as debt discount associated with our issuance of $300.0 million senior unsecured notes due 2021, $1.5 million in deferred financing fees associated with the senior unsecured notes, and $2.2 million in deferred financing fees associated with the refinancing of our Credit Facility. The cash payments for financing costs associated with the Credit Facility and senior unsecured notes in 2014 were $2.9 million.
[7] During 2015 we discontinued our Redbox operations in Canada. 2014 also includes the wind-down process of certain new ventures that were discontinued during 2013. 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.