Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]



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

Condensed Consolidating Statement of Comprehensive Income



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.

Condensed Consolidating Statement of Cash Flows



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

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