UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2015
OUTERWALL INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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000-22555 |
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94-3156448 |
(State or other jurisdiction
of incorporation) |
|
(Commission
file number) |
|
(I.R.S. Employer
Identification Number) |
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1800 - 114th Avenue SE
Bellevue, Washington |
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98004 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (425) 943-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On March 31, 2015, Outerwall
Inc. (the Company or we) completed the disposal of Redbox Canada operations. As previously disclosed, in late January 2015, the Company made the decision to shut down its Redbox Canada operations as that business was not
meeting the Companys performance expectations. The value of the Redbox Canada content library and certain capitalized property and equipment consisting primarily of installation costs were amortized over the wind-down period ending on the
effective disposal date of March 31, 2015. Redbox Canada kiosks were transferred to Redbox U.S. as partial satisfaction for intercompany debt. The kiosks will be utilized by the consolidated Company for future deployment into the Redbox U.S.
network of kiosks. We estimate future cash expenditures after March 31, 2015 related to the disposition to be approximately $1.0 million. The shut down of Redbox Canada will be accounted for as discontinued operations in our financial
statements.
The Company has included certain unaudited pro forma financial information giving effect to the disposal of Redbox Canada
operations in Exhibit 99.1 hereto.
Item 2.05 |
Costs Associated with Exit or Disposal Activities. |
On March 31, 2015, Redbox
Automated Retail, LLC (Redbox), a wholly owned subsidiary of the Company, exercised its option to early terminate its lease of certain floors, representing 92,291 square feet of office space, of the premises located at One Tower Lane,
Oak Brook Terrace, Illinois 60181, pursuant to the lease agreement (the Lease) between Redbox and Long Ridge Office Portfolio, L.P., dated December 22, 2009, as amended. The effective date of the early termination is
July 31, 2016. The Lease is scheduled to expire in July 2021 with respect to the remaining premises subject to the Lease. The decision to early terminate certain floors is the result of the Companys ongoing cost-savings initiatives and
the shift of additional functions to our Los Angeles, California office to be closer to our studio partners.
In accordance with
accounting for these exit and disposal activities regarding the Lease, the Company recorded pre-tax charges totaling $11.0 million as of March 31, 2015, the cease-use date. These pre-tax charges are comprised of $6.6 million in impairments of
lease-related assets and $4.4 million as the estimated fair value of the remaining lease obligations through the effective date of the termination, including an early termination payment. We estimate future cash expenditures, net of tax benefits,
after March 31, 2015 related to the termination of the Lease to be approximately $4.8 million.
Item 2.06 |
Material Impairments. |
The information set forth in Item 2.05 of this Current
Report on Form 8-K regarding asset impairments associated with the early Lease termination is incorporated herein by reference.
Certain statements in this Current Report on Form 8-K are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as will and expect, and variations of such words, and similar expressions
identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this Current Report on Form 8-K include statements regarding the Lease and the disposition and future
use of assets related to Redbox Canada operations, including financial and accounting consequences. Forward-looking statements are not guarantees of future performance, actions, or results, which may vary materially from those expressed or implied
in such statements. Differences may result from, among other things, actions taken by the Company or its management, including those beyond the Companys control. Such risks and uncertainties include, but are not limited to, actions by the
Companys board and management, changes in strategic and financial objectives, and the ability to attract new retailers, penetrate new markets and distribution channels, and react to changing business demands. The foregoing list of risks and
uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect future performance, actions, or results, please review Risk Factors described in our most recent Annual Report on Form 10-K and
any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. These forward-looking statements reflect the Companys expectations as of the date hereof. The Company undertakes no obligation to update the
information provided herein.
Item 9.01 |
Financial Statements and Exhibits. |
(b) |
Pro forma financial information. |
Unaudited pro forma condensed consolidated financial information required
pursuant to Article 11 of Regulation S-X of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The unaudited pro forma condensed consolidated financial information should be
read in conjunction with the historical consolidated financial statements and the related notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on
February 5, 2015.
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|
Exhibit
No. |
|
Description |
|
|
99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial Information |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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OUTERWALL INC. |
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Date: April 6, 2015 |
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By: |
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/s/ Galen C. Smith |
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Galen C. Smith |
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Chief Financial Officer |
Exhibit Index
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Exhibit
No. |
|
Description |
|
|
99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial Information |
Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
On March 31, 2015, Outerwall Inc. (the Company) completed the disposal of its Redbox Canada operations. The Redbox Canada
operations will be reported as discontinued operations in the Companys consolidated financial statements starting with the Companys Quarterly Report on Form 10-Q for the three months ended March 31, 2015.
The following Unaudited Pro Forma Condensed Consolidated Financial Information should be read in conjunction with the Companys
historical audited consolidated financial statements and related notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on February 5, 2015.
The following Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Income for the twelve months ended December 31,
2014, 2013, and 2012 are prepared as though the disposal of the Redbox Canada operations occurred as of January 1, 2012 and the operating results of the Redbox Canada operations are excluded from our condensed consolidated financial statements.
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2014 is prepared as if the disposition of the Redbox Canada operations occurred as of December 31, 2014. Pro forma adjustments are described in the
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information, and are based upon available information and certain assumptions that we believe are reasonable.
The following Unaudited Pro Forma Condensed Consolidated Financial Information is presented for illustrative and informational purposes only
and is not intended to represent or be indicative of the financial condition or results of operations that would actually have been recorded if the disposition of the Redbox Canada operations had occurred as of or during the periods presented. In
addition, the Unaudited Pro Forma Condensed Consolidated Financial Information is not intended to represent our financial position or results of operations for any future date or period.
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2014
(in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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As Reported |
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|
Redbox Canada Adjustment |
|
|
Pro Forma Adjustments |
|
|
Pro Forma Outerwall Inc. |
|
Revenue |
|
$ |
2,303,003 |
|
|
$ |
(11,417 |
) |
|
$ |
|
|
|
$ |
2,291,586 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating |
|
|
1,601,748 |
|
|
|
(20,027 |
) |
|
|
|
|
|
|
1,581,721 |
|
Marketing |
|
|
38,240 |
|
|
|
(2,947 |
) |
|
|
|
|
|
|
35,293 |
|
Research and development |
|
|
13,047 |
|
|
|
|
|
|
|
|
|
|
|
13,047 |
|
General and administrative |
|
|
191,721 |
|
|
|
(1,078 |
) |
|
|
|
|
|
|
190,643 |
|
Depreciation and other |
|
|
195,178 |
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|
|
(7,354 |
) |
|
|
|
|
|
|
187,824 |
|
Amortization of intangible assets |
|
|
14,692 |
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|
|
(38 |
) |
|
|
|
|
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|
14,654 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total expenses |
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|
2,054,626 |
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|
(31,444 |
) |
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|
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|
2,023,182 |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
248,377 |
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|
|
20,027 |
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|
|
|
|
|
|
268,404 |
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Other income (expense), net: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from equity method investments, net |
|
|
(28,734 |
) |
|
|
|
|
|
|
|
|
|
|
(28,734 |
) |
Interest expense, net |
|
|
(47,636 |
) |
|
|
(8 |
) |
|
|
|
|
|
|
(47,644 |
) |
Other, net |
|
|
(4,873 |
) |
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|
3,688 |
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|
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|
(1,185 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net |
|
|
(81,243 |
) |
|
|
3,680 |
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|
|
|
|
|
|
(77,563 |
) |
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|
|
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|
|
|
|
|
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|
Income from continuing operations before income taxes |
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|
167,134 |
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|
|
23,707 |
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|
|
|
|
|
|
190,841 |
|
Income tax expense |
|
|
(59,748 |
) |
|
|
(6,416 |
) |
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|
|
|
|
|
(66,164 |
) |
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
107,386 |
|
|
$ |
17,291 |
|
|
$ |
|
|
|
$ |
124,677 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per share basic |
|
$ |
5.32 |
|
|
|
|
|
|
|
|
|
|
$ |
6.17 |
|
Income from continuing operations per share diluted |
|
$ |
5.19 |
|
|
|
|
|
|
|
|
|
|
$ |
6.02 |
|
|
|
|
|
|
Weighted average number of shares basic |
|
|
20,192 |
|
|
|
|
|
|
|
|
|
|
|
20,192 |
|
Weighted average number of shares diluted |
|
|
20,699 |
|
|
|
|
|
|
|
|
|
|
|
20,699 |
|
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2013
(in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Redbox Canada Adjustment |
|
|
Pro Forma Adjustments |
|
|
Pro Forma Outerwall Inc. |
|
Revenue |
|
$ |
2,306,601 |
|
|
$ |
(6,816 |
) |
|
$ |
|
|
|
$ |
2,299,785 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating |
|
|
1,575,277 |
|
|
|
(18,278 |
) |
|
|
|
|
|
|
1,556,999 |
|
Marketing |
|
|
32,402 |
|
|
|
(2,175 |
) |
|
|
|
|
|
|
30,227 |
|
Research and development |
|
|
13,084 |
|
|
|
(2 |
) |
|
|
|
|
|
|
13,082 |
|
General and administrative |
|
|
221,776 |
|
|
|
(3,088 |
) |
|
|
|
|
|
|
218,688 |
|
Depreciation and other |
|
|
192,161 |
|
|
|
(2,760 |
) |
|
|
|
|
|
|
189,401 |
|
Amortization of intangible assets |
|
|
10,933 |
|
|
|
(26 |
) |
|
|
|
|
|
|
10,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
2,045,633 |
|
|
|
(26,329 |
) |
|
|
|
|
|
|
2,019,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
260,968 |
|
|
|
19,513 |
|
|
|
|
|
|
|
280,481 |
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from equity method investments, net |
|
|
19,928 |
|
|
|
|
|
|
|
|
|
|
|
19,928 |
|
Interest expense, net |
|
|
(32,801 |
) |
|
|
(6 |
) |
|
|
|
|
|
|
(32,807 |
) |
Other, net |
|
|
(5,527 |
) |
|
|
323 |
|
|
|
|
|
|
|
(5,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net |
|
|
(18,400 |
) |
|
|
317 |
|
|
|
|
|
|
|
(18,083 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
242,568 |
|
|
|
19,830 |
|
|
|
|
|
|
|
262,398 |
|
Income tax expense |
|
|
(34,477 |
) |
|
|
(5,233 |
) |
|
|
|
|
|
|
(39,710 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
208,091 |
|
|
$ |
14,597 |
|
|
$ |
|
|
|
$ |
222,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per share basic |
|
$ |
7.65 |
|
|
|
|
|
|
|
|
|
|
$ |
8.18 |
|
Income from continuing operations per share diluted |
|
$ |
7.33 |
|
|
|
|
|
|
|
|
|
|
$ |
7.85 |
|
|
|
|
|
|
Weighted average number of shares basic |
|
|
27,216 |
|
|
|
|
|
|
|
|
|
|
|
27,216 |
|
Weighted average number of shares diluted |
|
|
28,381 |
|
|
|
|
|
|
|
|
|
|
|
28,381 |
|
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2012
(in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Redbox Canada Adjustment |
|
|
Pro Forma Adjustments |
|
|
Pro Forma Outerwall Inc. |
|
Revenue |
|
$ |
2,199,884 |
|
|
$ |
(1,733 |
) |
|
$ |
|
|
|
$ |
2,198,151 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating |
|
|
1,498,819 |
|
|
|
(6,297 |
) |
|
|
|
|
|
|
1,492,522 |
|
Marketing |
|
|
25,979 |
|
|
|
(1,822 |
) |
|
|
|
|
|
|
24,157 |
|
Research and development |
|
|
6,757 |
|
|
|
|
|
|
|
|
|
|
|
6,757 |
|
General and administrative |
|
|
204,519 |
|
|
|
(987 |
) |
|
|
|
|
|
|
203,532 |
|
Depreciation and other |
|
|
179,027 |
|
|
|
(694 |
) |
|
|
|
|
|
|
178,333 |
|
Amortization of intangible assets |
|
|
5,378 |
|
|
|
(21 |
) |
|
|
|
|
|
|
5,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
1,920,479 |
|
|
|
(9,821 |
) |
|
|
|
|
|
|
1,910,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
279,405 |
|
|
|
8,088 |
|
|
|
|
|
|
|
287,493 |
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from equity method investments, net |
|
|
(5,184 |
) |
|
|
|
|
|
|
|
|
|
|
(5,184 |
) |
Interest expense, net |
|
|
(15,648 |
) |
|
|
8 |
|
|
|
|
|
|
|
(15,640 |
) |
Other, net |
|
|
(180 |
) |
|
|
25 |
|
|
|
|
|
|
|
(155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net |
|
|
(21,012 |
) |
|
|
33 |
|
|
|
|
|
|
|
(20,979 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
258,393 |
|
|
|
8,121 |
|
|
|
|
|
|
|
266,514 |
|
Income tax expense |
|
|
(97,941 |
) |
|
|
(2,270 |
) |
|
|
|
|
|
|
(100,211 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
160,452 |
|
|
$ |
5,851 |
|
|
$ |
|
|
|
$ |
166,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per share basic |
|
$ |
5.30 |
|
|
|
|
|
|
|
|
|
|
$ |
5.49 |
|
Income from continuing operations per share diluted |
|
$ |
4.99 |
|
|
|
|
|
|
|
|
|
|
$ |
5.17 |
|
|
|
|
|
|
Weighted average number of shares basic |
|
|
30,305 |
|
|
|
|
|
|
|
|
|
|
|
30,305 |
|
Weighted average number of shares diluted |
|
|
32,174 |
|
|
|
|
|
|
|
|
|
|
|
32,174 |
|
OUTERWALL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 2014
(in thousands, except share data)
(unaudited)
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As Reported |
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Redbox Canada Adjustment |
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Pro Forma Adjustments |
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Pro Forma Outerwall Inc. |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
|
$ |
242,696 |
|
|
$ |
(1,042 |
) |
|
$ |
|
|
|
$ |
241,654 |
|
Accounts receivable, net of allowances |
|
|
48,590 |
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|
|
(1,085 |
) |
|
|
|
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|
47,505 |
|
Content library |
|
|
180,121 |
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(3,631 |
) |
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176,490 |
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Prepaid expenses and other current assets |
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|
39,837 |
|
|
|
(297 |
) |
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|
5,483 |
(a) |
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|
45,023 |
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Total current assets |
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|
511,244 |
|
|
|
(6,055 |
) |
|
|
5,483 |
|
|
|
510,672 |
|
Property and equipment, net |
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428,468 |
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(14,826 |
) |
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|
9,378 |
(b) |
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|
423,020 |
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Deferred income taxes |
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|
11,378 |
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|
(9,160 |
)(a) |
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|
2,218 |
|
Goodwill and other intangible assets, net |
|
|
623,998 |
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|
|
(43 |
) |
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|
|
|
|
|
623,955 |
|
Other long-term assets |
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|
8,231 |
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(67 |
) |
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|
8,164 |
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Total assets |
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$ |
1,583,319 |
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|
$ |
(20,991 |
) |
|
$ |
5,701 |
|
|
$ |
1,568,029 |
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Liabilities and Stockholders Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
168,633 |
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|
$ |
(2,673 |
) |
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$ |
|
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$ |
165,960 |
|
Accrued payable to retailers |
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|
126,290 |
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(165 |
) |
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|
|
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|
126,125 |
|
Other accrued liabilities |
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|
137,126 |
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|
(870 |
) |
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(9,440 |
)(a) |
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|
126,816 |
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Current portion of long-term debt and other long-term liabilities |
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|
20,416 |
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|
20,416 |
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Deferred income taxes |
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|
21,432 |
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(28 |
)(a) |
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|
21,404 |
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Total current liabilities |
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|
473,897 |
|
|
|
(3,708 |
) |
|
|
(9,468 |
) |
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|
460,721 |
|
Long-term debt and other long-term liabilities |
|
|
973,669 |
|
|
|
(790 |
) |
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|
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|
|
|
972,879 |
|
Deferred income taxes |
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|
38,375 |
|
|
|
|
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|
(590 |
)(a) |
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|
37,785 |
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Total liabilities |
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|
1,485,941 |
|
|
|
(4,498 |
) |
|
|
(10,058 |
) |
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|
1,471,385 |
|
Total stockholders equity |
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|
97,378 |
|
|
|
(16,493 |
) |
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|
15,759 |
|
|
|
96,644 |
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Total liabilities and stockholders equity |
|
$ |
1,583,319 |
|
|
$ |
(20,991 |
) |
|
$ |
5,701 |
|
|
$ |
1,568,029 |
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Notes To Unaudited Pro Forma Condensed Consolidated Financial Information
Note A Pro Forma Adjustments
The following is a
summary of the pro forma adjustments reflected in the Unaudited Pro Forma Condensed Consolidated Financial Information based on preliminary estimates, which may change as additional information is obtained:
(a) - Income Taxes
Reflects the adjustments to
income tax payables, receivables, deferred tax assets, and deferred tax liabilities including the estimated benefit arising from a bad debt expense deduction associated with intercompany loan forgiveness which will be retained by the consolidated
Company related to the shut-down of Redbox Canada GP.
(b) - Redbox Kiosks
Reflects the adjustments to transfer Redbox Canada kiosks to Redbox U.S. as partial satisfaction for intercompany debt. The kiosks will be utilized by the
consolidated Company for future deployment into the Redbox U.S. network of kiosks.
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