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8-K - FORM 8-K - OUTERWALL INCd340149d8k.htm
EX-99.2 - PREPARED REMARKS FROM THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - OUTERWALL INCd340149dex992.htm
EX-99.3 - INVESTOR UPDATE AS OF APRIL 26, 2012 - OUTERWALL INCd340149dex993.htm

Exhibit 99.1

COINSTAR, INC. ANNOUNCES 2012 FIRST QUARTER RESULTS

Company Reports Revenue Growth of 34% and EPS Growth Over 200%;

Reaffirms Higher 2012 Guidance

BELLEVUE, Wash.—April 26, 2012—Coinstar, Inc. (Nasdaq: CSTR) today announced financial results for the first quarter ended March 31, 2012.

“Coinstar delivered strong financial results in the first quarter demonstrating the strength of our core businesses and the value we offer consumers,” said Paul Davis, chief executive officer of Coinstar, Inc. “As we move forward in 2012, we continue to execute on a number of important initiatives including the launch of our Redbox digital solution with Verizon via our joint venture and the rollout of one to two of our new venture businesses.”

Coinstar’s 2012 first quarter financial highlights included:

 

•     Consolidated revenue

   $    568.2    million

•     Operating income

   $    78.3    million

•     Core adjusted EBITDA from continuing operations* (See Appendix A)

   $    129.1    million

•     Diluted earnings per share from continuing operations

   $    1.65   

•     Core diluted earnings per share from continuing operations* (See Appendix A)

   $    1.39   

•     Net cash flows from operating activities from continuing operations

   $    54.9    million

•     Free cash flow from continuing operations* (See Appendix A)

   $    16.9    million

“Solid execution and operational excellence across Coinstar drove top and bottom line growth,” said J. Scott Di Valerio, chief financial officer of Coinstar, Inc. “Our performance underscores the ability to generate profitable growth and simultaneously invest in the future of our core businesses and new automated retail concepts.”

Revenue for the first quarter of 2012 increased 34.0% to $568.2 million compared with the first quarter of 2011, driven primarily by Redbox revenue growth of 38.8% to $502.9 million, reflecting growth in same store sales, new kiosk installations, strong performance of new release titles, and consumer acceptance of the price increase implemented on October 31, 2011. Coin revenue grew 5.6% to $64.8 million, reflecting growth in transactions, transaction size and same store sales.

Operating income for the first quarter of 2012 was $78.3 million, which resulted in an operating margin of 13.8%, compared with operating income of $31.4 million and an operating margin of 7.4% in the first quarter of 2011.

Income from continuing operations for the first quarter of 2012 was $53.7 million, or diluted earnings per share from continuing operations of $1.65, an increase in diluted earnings per share of 258.7% compared with $14.8 million, or $0.46 per share, in the first quarter of 2011.

Net cash flows from operating activities from continuing operations in the first quarter of 2012 was $54.9 million, compared with $60.0 million in the first quarter of 2011. Cash paid for capital expenditures for continuing operations for the first quarter of 2012 was $38.0 million, compared with $38.5 million in the first quarter of 2011. Free cash flow from continuing operations for the first quarter of 2012 was $16.9 million, compared with $21.5 million in the first quarter of 2011.

 

* Refer to Appendix A for a discussion of non-GAAP financial measures, including the exclusion of certain non-core items.


Guidance

For the 2012 full year, Coinstar management expects:

 

   

Consolidated revenue between $2.155 billion and $2.280 billion;

 

   

Core adjusted EBITDA from continuing operations* between $465 million and $495 million;

 

   

Core diluted EPS from continuing operations* between $4.40 and $4.80 on a fully diluted basis; and

 

   

Free cash flow from continuing operations* between $130 million and $155 million.

For the 2012 second quarter, Coinstar management expects:

 

   

Consolidated revenue between $525 million and $550 million;

 

   

Core adjusted EBITDA from continuing operations* between $114 million and $124 million; and

 

   

Core diluted EPS from continuing operations* between $1.09 and $1.24 on a fully diluted basis.

Additional Information

Coinstar has provided additional comments on guidance in prepared remarks that also review the company’s 2012 first quarter operating and financial results. The prepared remarks are posted on the Investor Relations section of the corporate website at www.coinstarinc.com along with this press release and the 2012 first quarter Investor Update.

Conference Call

Paul Davis and J. Scott Di Valerio will host a conference call today at 2:00 p.m. PDT (5:00 p.m. EDT) to answer questions related to the company’s performance and guidance. The conference call will be webcast live and archived on the Investor Relations section of Coinstar’s website at www.coinstarinc.com. A recording of the call will be available two hours after the call through May 10, 2012, at 1-888-286-8010 or 1-617-801-6888, passcode 71453847.

About Coinstar, Inc.

Coinstar, Inc. (Nasdaq: CSTR) is a leading provider of automated retail solutions offering convenient services that make life easier for consumers and drive incremental traffic and revenue for retailers. The company’s core automated retail businesses include the well-known Redbox® self-service DVD and video game rental and Coinstar® self-service coin-counting brands. The company has approximately 36,800 DVD kiosks and 20,200 coin-counting kiosks in supermarkets, drug stores, mass merchants, financial institutions, convenience stores, and restaurants. For more information, visit www.coinstarinc.com.

Safe Harbor for Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “goals,” 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 release include statements regarding Coinstar, Inc.’s anticipated growth and future operating results, including 2012 second quarter and 2012 full year results. Forward-looking statements are not guarantees of future performance and actual results may vary materially from the results expressed or implied in such statements.

 

* Refer to Appendix A for a discussion of non-GAAP financial measures, including the exclusion of certain non-core items.


Differences may result from actions taken by Coinstar, Inc. and Redbox, as well as from risks and uncertainties beyond Coinstar, Inc.’s control. Such risks and uncertainties include, but are not limited to,

 

   

competition from other digital entertainment providers,

 

   

the ability to achieve the strategic and financial objectives for our entry into a new business,

 

   

our limited ability to direct the management or policies of the new joint venture with Verizon Communications,

 

   

failure to receive the expected benefits of the NCR relationship,

 

   

the termination, non-renewal or renegotiation on materially adverse terms of our contracts with our significant retailers and suppliers,

 

   

payment of increased fees to retailers, suppliers and other third-party providers, including financial service providers,

 

   

the inability to receive delivery of DVDs on the date of their initial release to the general public, or shortly thereafter, or in sufficient quantity, for home entertainment viewing,

 

   

noteholders electing to convert our convertible notes,

 

   

the effective management of our content library,

 

   

the ability to attract new retailers, penetrate new markets and distribution channels and react to changing consumer demands,

 

   

the ability to achieve the strategic and financial objectives for our entry into or expansion of new businesses, the ability to adequately protect our intellectual property, and

 

   

the application of substantial federal, state, local and foreign laws and regulations specific to our business.

The foregoing list of risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect future performance, 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 Coinstar, Inc.’s expectations as of the date of this release. Coinstar, Inc. undertakes no obligation to update the information provided herein.

###

(Financial Statements Follow)

Contacts:

Media:

Marci Maule

Director of Public Relations

425-943-8277

marci.maule@coinstar.com

Financial Analysts and Investors:

Rosemary Moothart

Director of Investor Relations

425-943-8140

rosemary.moothart@coinstar.com


Appendix A

Use of Non-GAAP Financial Measures

Non-GAAP measures may be provided as a complement to results provided in accordance with United States generally accepted accounting principles ("GAAP").

Non-GAAP Financial Measures

We use the following non-GAAP financial measures to evaluate our financial results:

 

   

Core adjusted EBITDA from continuing operations;

 

   

Core diluted earnings per share from continuing operations; and

 

   

Free cash flow from continuing operations.

These measures, the definitions of which are presented below, are non-GAAP because they exclude certain amounts which are included in the most directly comparable measure calculated and presented in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for our GAAP financial measures and may not be comparable with similarly titled measures of other companies. We believe investors should consider our core results because they are more indicative of our ongoing performance and trends and are more consistent with how management evaluates our operational results and trends.

Core Adjusted EBITDA from Continuing Operations

Our non-GAAP financial measure core adjusted EBITDA from continuing operations is defined as earnings before depreciation, amortization and other; interest expense, net; income taxes; share-based payments expense; and non-core adjustments, including i) deal fees primarily related to the acquisition of certain assets of NCR’s self-service entertainment DVD kiosk business, ii) loss from equity method investments, which represents our share of income or loss from entities we do not consolidate or control, and iii) a gain on the grant of a license to use certain Redbox trademarks to our joint venture with Verizon Communications (the “Joint Venture”).

A reconciliation of core adjusted EBITDA from continuing operations to income from continuing operations, the most comparable GAAP financial measure, is presented in the following table:

 

      Three Months Ended
March 31,
 

Dollars in thousands

   2012     2011  

Income from continuing operations

   $ 53,696     $ 14,842  

Depreciation, amortization and other

     40,791       34,644  

Interest expense, net

     4,114       7,306  

Income taxes

     35,672       9,261  

Share-based payments expense(1)

     8,792       3,040  
  

 

 

   

 

 

 

Adjusted EBITDA from continuing operations

     143,065       69,093  

Non-core adjustments:

    

Deal fees

     1,203       168  

Loss from equity method investments

     4,341       150  

Gain on formation of the Joint Venture

     (19,500     —     
  

 

 

   

 

 

 

Core Adjusted EBITDA from continuing operations

   $ 129,109     $ 69,411  
  

 

 

   

 

 

 

 

(1) Includes both non-cash share-based compensation for executives, non-employee directors and employees as well as share-based payments for content arrangements.


Core Diluted EPS from Continuing Operations

Our non-GAAP financial measure core diluted EPS from continuing operations is defined as diluted earnings per share from continuing operations excluding non-core adjustments, net of applicable taxes, which include i) deal fees primarily related to the acquisition of certain assets of NCR’s self-service entertainment DVD kiosk business, ii) loss from equity method investments, which represents our share of income or loss from entities we do not consolidate or control, and iii) a gain on the grant of a license to use certain Redbox trademarks to the Joint Venture.

A reconciliation of core diluted EPS from continuing operations to diluted EPS from continuing operations, the most comparable GAAP financial measure, is presented in the following table:

 

      Three Months Ended
March 31,
 
     2012     2011  

Diluted EPS from continuing operations

   $ 1.65     $ 0.46  

Non-core adjustments, net of tax:(1)

    

Deal fees

     0.02       —     

Loss from equity method investments

     0.08       —     

Gain on formation of the Joint Venture

     (0.36     —     
  

 

 

   

 

 

 

Core diluted EPS from continuing operations

   $ 1.39     $ 0.46  
  

 

 

   

 

 

 

 

(1)

Non-core adjustments are presented after-tax using an estimated tax rate of 40.0%.

Free Cash Flow from Continuing Operations

Our non-GAAP financial measure, free cash flow from continuing operations is defined as net cash provided by operating activities from continuing operations after capital expenditures. We believe free cash flow from continuing operations is an important non-GAAP measure as it provides additional information to users of the financial statements regarding our ability to service, incur or pay down indebtedness and repurchase our common stock. The table below provides a reconciliation of net cash flows from operating activities from continuing operations, the most comparable GAAP financial measure, to free cash flow from continuing operations:

 

     Three Months Ended
March 31,
 

Dollars in thousands

   2012     2011  

Net cash provided by operating activities

   $ 54,918     $ 59,995  

Purchase of property and equipment

     (38,007     (38,472
  

 

 

   

 

 

 

Free cash flow from continuing operations

   $ 16,911     $ 21,523  
  

 

 

   

 

 

 


COINSTAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

 

      Three Months Ended
March 31,
 
     2012     2011  

Revenue

   $ 568,179     $ 424,072  

Expenses:

    

Direct operating

     390,410       315,073  

Marketing

     6,957       5,117  

Research and development

     3,930       2,207  

General and administrative

     47,811       35,662  

Depreciation and other

     40,104       33,959  

Amortization of intangible assets

     687       685  
  

 

 

   

 

 

 

Total expenses

     489,899       392,703  
  

 

 

   

 

 

 

Operating income

     78,280       31,369  

Other income (expense):

    

Income (loss) from equity method investments

     15,159       (150

Interest expense, net

     (4,114     (7,306

Other, net

     43       190  
  

 

 

   

 

 

 

Total other income (expense)

     11,088       (7,266

Income from continuing operations before income taxes

     89,368       24,103  

Income tax expense

     (35,672     (9,261
  

 

 

   

 

 

 

Income from continuing operations

     53,696       14,842  

Loss from discontinued operations, net of tax

     —          (6,346
  

 

 

   

 

 

 

Net income

     53,696       8,496  

Other comprehensive income, before tax:

    

Foreign currency translation adjustment

     727       745  

Interest rate hedges on long-term debt

     —          896  

Gain on short-term investments

     —          4  

Income tax expense related to items of other comprehensive income

     —          (351
  

 

 

   

 

 

 

Other comprehensive income, net of tax

     727       1,294  
  

 

 

   

 

 

 

Comprehensive income

   $ 54,423     $ 9,790  
  

 

 

   

 

 

 

Basic earnings (loss) per share attributable to Coinstar, Inc.:

    

Continuing operations

   $ 1.76     $ 0.47  

Discontinued operations

     —          (0.20
  

 

 

   

 

 

 

Basic earnings per share attributable to Coinstar, Inc.

   $ 1.76     $ 0.27  
  

 

 

   

 

 

 

Diluted earnings (loss) per share attributable to Coinstar, Inc.:

    

Continuing operations

   $ 1.65     $ 0.46  

Discontinued operations

     —          (0.20
  

 

 

   

 

 

 

Diluted earnings per share attributable to Coinstar, Inc.

   $ 1.65     $ 0.26  
  

 

 

   

 

 

 

Weighted average shares used in basic per share calculations

     30,590       31,067  

Weighted average shares used in diluted per share calculations

     32,628       32,142  


COINSTAR, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

     March 31,
2012
    December 31,
2011
 

Assets

    

Current Assets:

    

Cash and cash equivalents

   $ 329,628     $ 341,855  

Accounts receivable, net of allowances of $1,863 and $1,586

     43,035       41,246  

Content library

     145,704       142,386  

Deferred income taxes

     80,089       101,341  

Prepaid expenses and other current assets

     30,858       25,274  
  

 

 

   

 

 

 

Total current assets

     629,314       652,102  

Property and equipment, net

     498,302       499,178  

Notes receivable

     25,444       24,374  

Deferred income taxes

     485       647  

Goodwill and other intangible assets

     274,025       274,583  

Other long-term assets

     59,254       17,066  
  

 

 

   

 

 

 

Total assets

   $ 1,486,824     $ 1,467,950  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current Liabilities:

    

Accounts payable

   $ 137,979     $ 175,550  

Accrued payable to retailers

     113,795       127,450  

Other accrued liabilities

     147,396       148,996  

Current callable convertible debt

     181,415       —     

Current portion of long-term debt

     14,007       13,986  

Current portion of capital lease obligations

     10,573       12,057  
  

 

 

   

 

 

 

Total current liabilities

     605,165       478,039  

Long-term debt and other long-term liabilities

     176,616       359,288  

Capital lease obligations

     11,007       11,768  

Deferred tax liabilities

     94,264       87,840  
  

 

 

   

 

 

 

Total liabilities

     887,052       936,935  

Commitments and contingencies

     —          —     

Debt conversion feature

     18,585       —     

Stockholders’ Equity:

    

Preferred stock, $0.001 par value—5,000,000 shares authorized; no shares issued or outstanding

     —          —     

Common stock, $0.001 par value—60,000,000 and 45,000,000 authorized; 35,670,257 and 35,251,932 shares issued; 31,297,299 and 30,879,778 shares outstanding

     476,998       481,249  

Treasury stock

     (153,425     (153,425

Retained earnings

     259,558       205,862  

Accumulated other comprehensive loss

     (1,944     (2,671
  

 

 

   

 

 

 

Total stockholders’ equity

     581,187       531,015  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 1,486,824     $ 1,467,950  
  

 

 

   

 

 

 


COINSTAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended
March 31,
 
     2012     2011  

Operating Activities:

    

Net income

   $ 53,696     $ 8,496  

Adjustments to reconcile net income to net cash flows from operating activities from continuing operations:

    

Depreciation and other

     40,104       33,959  

Amortization of intangible assets and deferred financing fees

     1,219       1,193  

Share-based payments expense

     8,792       3,040  

Excess tax benefits on share-based payments

     (3,139     (2,128

Deferred income taxes

     31,184       6,356  

Loss from discontinued operations, net of tax

     —          6,346  

(Income) loss from equity method investments

     (15,159     150  

Non-cash interest on convertible debt

     1,717       1,583  

Other

     (1,511     (12

Cash flows from changes in operating assets and liabilities from continuing operations

     (61,985     1,012  
  

 

 

   

 

 

 

Net cash flows from operating activities from continuing operations

     54,918       59,995  

Investing Activities:

    

Purchases of property and equipment

     (38,007     (38,472

Proceeds from sale of property and equipment

     144       176  

Equity investments

     (28,350     (2,320
  

 

 

   

 

 

 

Net cash flows from investing activities from continuing operations

     (66,213     (40,616

Financing Activities:

    

Principal payments on capital lease obligations and other debt

     (4,683     (12,141

Principal payments on term loan

     (2,188     —     

Excess tax benefits related to share-based payments

     3,139       2,128  

Repurchases of common stock and ASR program

     —          (63,349

Proceeds from exercise of stock options, net

     2,213       260  
  

 

 

   

 

 

 

Net cash flows from financing activities from continuing operations

     (1,519     (73,102

Effect of exchange rate changes on cash

     587       667  
  

 

 

   

 

 

 

Decrease in cash and cash equivalents from continuing operations

     (12,227     (53,056

Cash flows from discontinued operations:

    

Operating cash flows

     —          6,726  

Investing cash flows

     —          774  

Financing cash flows

     —          —     
  

 

 

   

 

 

 

Net cash flows from discontinued operations

     —          7,500  

Decrease in cash and cash equivalents

     (12,227     (45,556

Cash and cash equivalents:

    

Beginning of period

     341,855       183,416  
  

 

 

   

 

 

 

End of period

   $ 329,628     $ 137,860  
  

 

 

   

 

 

 


Coinstar, Inc.

Business Segment Information

(in thousands)

(unaudited)

As a complement to our Consolidated Statements of Comprehensive Income, we are providing the following information related to our business segments, which includes segment operating income (loss). Management, including our chief executive officer, evaluates the performances of our business segments primarily on segment revenue and segment operating income from continuing operations before depreciation, amortization and other, and certain share-based payments (“segment operating income”). We utilize segment revenue and segment operating income because we believe they provide useful information for effectively allocating resources among business segments, evaluating the health of our business segments based on metrics that management can actively influence, and gauging our investments and our ability to service, incur or pay down debt.

 

     Three Months Ended
March 31,
 

Dollars in thousands

   2012      2011  

Revenue:

     

Redbox

   $ 502,942      $ 362,344  

Coin

     64,826        61,363  

New Ventures

     411        365  
  

 

 

    

 

 

 

Consolidated revenue

   $ 568,179      $ 424,072  
  

 

 

    

 

 

 

Segment operating income reconciled to GAAP operating income

 

      Three Months Ended
March 31,
 

Dollars in thousands

   2012     2011  

Segment operating income (loss)(1)

    

Redbox(2)

   $ 108,818     $ 50,821  

Coin

     19,319       20,609  

New Ventures

     (5,617     (2,555
  

 

 

   

 

 

 

Subtotal

     122,520       68,875  

Depreciation, amortization and other:

    

Redbox

     32,443       27,098  

Coin

     8,341       7,371  

New Ventures

     7       175  
  

 

 

   

 

 

 

Total depreciation, amortization and other

     40,791       34,644  

Share-based compensation expense

     3,449       2,862  

Operating income (loss):

    

Redbox

     76,375       23,723  

Coin

     10,978       13,238  

New Ventures

     (5,624     (2,730

Share-based compensation expense

     (3,449     (2,862
  

 

 

   

 

 

 

Total operating income

   $ 78,280     $ 31,369  
  

 

 

   

 

 

 

 

(1) Operating income (loss) before depreciation, amortization and other, and share-based compensation expense.
(2) Share-based payments expense related to our content arrangements have been allocated to our Redbox segment.