e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended June 30, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 000-22555
COINSTAR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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94-3156448 |
(State or other jurisdiction of
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(IRS Employer |
incorporation or organization)
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Identification No.) |
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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) |
(425) 943-8000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check
mark whether the
registrant is a
large accelerated filer, an accelerated filer, a non-accelerated
filer, or a
smaller reporting company.
See the definitions of large accelerated
filer, accelerated
filer
and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
þ |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company
o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act): Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Class |
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Outstanding at July 25, 2008 |
Common Stock, $0.001 par value
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28,233,140 |
COINSTAR, INC.
FORM 10-Q
Index
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COINSTAR, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
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June 30, |
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December 31, |
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2008 |
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2007 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
55,985 |
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$ |
18,497 |
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Cash in machine or in transit |
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35,394 |
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78,097 |
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Cash being processed |
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130,931 |
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99,998 |
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Accounts receivable, net of allowance for doubtful accounts of $1,827 and $1,489
at June 30, 2008 and December 31, 2007, respectively |
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72,791 |
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49,809 |
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Inventory |
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76,010 |
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33,360 |
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Deferred income taxes |
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3,286 |
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|
3,459 |
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Prepaid expenses and other current assets |
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32,938 |
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18,747 |
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Total current assets |
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407,335 |
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301,967 |
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PROPERTY AND EQUIPMENT, NET |
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292,667 |
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146,041 |
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DEFERRED INCOME TAXES |
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9,125 |
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16,447 |
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OTHER ASSETS |
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8,920 |
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15,150 |
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EQUITY INVESTMENTS |
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33,052 |
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INTANGIBLE ASSETS, NET |
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48,286 |
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34,457 |
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GOODWILL |
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291,678 |
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221,459 |
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TOTAL ASSETS |
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$ |
1,058,011 |
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$ |
768,573 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
103,292 |
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$ |
49,829 |
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Accrued payable to retailers and agents |
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130,931 |
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99,998 |
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Other accrued liabilities |
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71,782 |
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40,911 |
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Current portion of long-term debt and capital lease obligations |
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37,602 |
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6,505 |
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Total current liabilities |
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343,607 |
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197,243 |
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LONG-TERM DEBT, CAPITAL LEASE OBLIGATIONS AND OTHER |
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353,005 |
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266,146 |
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DEFERRED TAX LIABILITY |
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62 |
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54 |
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MINORITY INTEREST |
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32,477 |
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TOTAL LIABILITIES |
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729,151 |
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463,443 |
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STOCKHOLDERS EQUITY: |
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Preferred stock, $0.001 par valueAuthorized, 5,000,000 shares; no shares issued
and outstanding at June 30, 2008 and December 31, 2007 |
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Common stock, $0.001 par valueAuthorized, 45,000,000 shares; 30,159,221 and
29,665,125 issued and 28,233,140 and 27,739,044 shares outstanding at
June 30, 2008 and December 31, 2007, respectively |
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|
367,158 |
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354,509 |
|
Accumulated deficit |
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|
(11,403 |
) |
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|
(16,784 |
) |
Treasury stock |
|
|
(40,831 |
) |
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(40,831 |
) |
Accumulated other comprehensive income |
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|
13,936 |
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8,236 |
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Total stockholders equity |
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328,860 |
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305,130 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
1,058,011 |
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$ |
768,573 |
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See notes to consolidated financial statements
3
COINSTAR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Six Month Periods |
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Three Month Periods |
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Ended June 30, |
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Ended June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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REVENUE |
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$ |
410,422 |
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$ |
269,692 |
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$ |
219,903 |
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$ |
137,356 |
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EXPENSES: |
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Direct operating |
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284,619 |
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184,209 |
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152,009 |
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92,570 |
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Marketing |
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6,618 |
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4,240 |
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3,815 |
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2,614 |
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Research and development |
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2,421 |
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2,686 |
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1,175 |
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1,345 |
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General and administrative |
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43,002 |
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25,651 |
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23,206 |
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13,404 |
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Depreciation and other |
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35,826 |
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29,017 |
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18,855 |
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14,549 |
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Amortization of intangible assets |
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4,640 |
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3,556 |
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2,298 |
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1,817 |
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Proxy, write-off of acquisition costs,
and litigation settlement |
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3,084 |
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3,084 |
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Income from operations |
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30,212 |
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20,333 |
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15,461 |
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11,057 |
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OTHER INCOME (EXPENSE): |
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Interest income and other (expense), net |
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(1,133 |
) |
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248 |
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|
(264 |
) |
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173 |
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Interest expense |
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(10,822 |
) |
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(8,099 |
) |
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|
(5,906 |
) |
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(4,125 |
) |
(Loss) Income from equity investments |
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(337 |
) |
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|
(1,356 |
) |
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243 |
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|
(1,101 |
) |
Minority interest |
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(7,442 |
) |
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(4,269 |
) |
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Income before income taxes |
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10,478 |
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|
11,126 |
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5,265 |
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|
6,004 |
|
Income tax expense |
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|
(5,097 |
) |
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|
(5,222 |
) |
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|
(2,585 |
) |
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|
(2,656 |
) |
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NET INCOME |
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$ |
5,381 |
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|
$ |
5,904 |
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$ |
2,680 |
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$ |
3,348 |
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NET INCOME PER SHARE: |
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Basic |
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$ |
0.19 |
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$ |
0.21 |
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$ |
0.10 |
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$ |
0.12 |
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Diluted |
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$ |
0.19 |
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$ |
0.21 |
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$ |
0.09 |
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$ |
0.12 |
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WEIGHTED SHARES OUTSTANDING: |
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Basic |
|
|
27,903 |
|
|
|
27,772 |
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|
|
28,022 |
|
|
|
27,766 |
|
Diluted |
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|
28,418 |
|
|
|
28,301 |
|
|
|
28,600 |
|
|
|
28,314 |
|
See notes to consolidated financial statements
4
COINSTAR, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
Six Month Period Ended June 30, 2008
(in thousands, except share data)
(unaudited)
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Accumulated |
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Other |
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|
|
|
|
|
|
Common Stock |
|
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|
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Comprehensive |
|
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Comprehensive |
|
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|
Shares |
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Amount |
|
|
Accumulated Deficit |
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|
Treasury Stock |
|
|
Income (Loss) |
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|
Total |
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|
Income (Loss) |
|
BALANCE, December 31, 2007 |
|
|
27,739,044 |
|
|
$ |
354,509 |
|
|
$ |
(16,784 |
) |
|
$ |
(40,831 |
) |
|
$ |
8,236 |
|
|
$ |
305,130 |
|
|
|
|
|
Proceeds from exercise of stock
options, net |
|
|
403,480 |
|
|
|
8,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,161 |
|
|
|
|
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Stock-based compensation expense |
|
|
90,616 |
|
|
|
3,191 |
|
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|
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|
|
|
|
|
|
|
|
3,191 |
|
|
|
|
|
Tax benefit on share-based
compensation |
|
|
|
|
|
|
1,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,297 |
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
5,381 |
|
|
|
|
|
|
|
|
|
|
|
5,381 |
|
|
$ |
5,381 |
|
Loss on short-term investments
net of tax benefit of $11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20 |
) |
|
|
(20 |
) |
|
|
(20 |
) |
Foreign currency translation
adjustments
net of tax benefit of $4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,442 |
|
|
|
4,442 |
|
|
|
4,442 |
|
Interest rate hedges on
long-term debt
net of tax expense of $1,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,278 |
|
|
|
1,278 |
|
|
|
1,278 |
|
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|
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|
|
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Total comprehensive income |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,081 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
BALANCE, June 30, 2008 |
|
|
28,233,140 |
|
|
$ |
367,158 |
|
|
$ |
(11,403 |
) |
|
$ |
(40,831 |
) |
|
$ |
13,936 |
|
|
$ |
328,860 |
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements
5
COINSTAR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Six Month Periods |
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|
Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,381 |
|
|
$ |
5,904 |
|
Adjustments to reconcile income from operations to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and other |
|
|
35,826 |
|
|
|
29,017 |
|
Amortization of intangible assets and deferred financing fees |
|
|
4,923 |
|
|
|
3,931 |
|
Write-off of acquisition related fees |
|
|
1,004 |
|
|
|
|
|
Non-cash stock-based compensation |
|
|
3,984 |
|
|
|
3,279 |
|
Excess tax benefit on share-based awards |
|
|
(531 |
) |
|
|
(1,754 |
) |
Deferred income taxes |
|
|
5,276 |
|
|
|
4,032 |
|
Loss from equity investments and other |
|
|
3,449 |
|
|
|
750 |
|
Minority interest |
|
|
7,442 |
|
|
|
|
|
Other |
|
|
575 |
|
|
|
(110 |
) |
Cash (used) provided by changes in operating assets and liabilities, net of
effects of business acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
5,418 |
|
|
|
(117 |
) |
Inventory |
|
|
(16,308 |
) |
|
|
1,726 |
|
Prepaid expenses and other current assets |
|
|
(4,031 |
) |
|
|
(2,467 |
) |
Other assets |
|
|
(311 |
) |
|
|
(2,108 |
) |
Accounts payable |
|
|
24,494 |
|
|
|
(7,283 |
) |
Accrued payable to retailers and agents |
|
|
2,192 |
|
|
|
(6,014 |
) |
Other accrued liabilities |
|
|
(17,021 |
) |
|
|
(1,291 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
61,762 |
|
|
|
27,495 |
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(72,793 |
) |
|
|
(42,449 |
) |
Acquisitions, net of cash acquired of $40,277 in 2008 |
|
|
(24,834 |
) |
|
|
(81 |
) |
Loan to equity investee |
|
|
|
|
|
|
(10,000 |
) |
Proceeds from sale of fixed assets |
|
|
1,898 |
|
|
|
399 |
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(95,729 |
) |
|
|
(52,131 |
) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Principal payments on revolving line of credit and capital lease obligations |
|
|
(205,448 |
) |
|
|
(4,744 |
) |
Additional borrowings on credit facility |
|
|
254,500 |
|
|
|
7,000 |
|
Excess tax benefit on share-based awards |
|
|
531 |
|
|
|
1,754 |
|
Repurchase of common stock |
|
|
|
|
|
|
(3,495 |
) |
Proceeds from exercise of stock options |
|
|
8,149 |
|
|
|
2,743 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
57,732 |
|
|
|
3,258 |
|
Effect of exchange rate changes on cash |
|
|
1,953 |
|
|
|
729 |
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, CASH IN
MACHINE OR IN TRANSIT, AND CASH BEING PROCESSED |
|
|
25,718 |
|
|
|
(20,649 |
) |
CASH AND CASH EQUIVALENTS, CASH IN MACHINE OR IN TRANSIT, AND
CASH BEING PROCESSED: |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
196,592 |
|
|
|
178,164 |
|
|
|
|
|
|
|
|
End of period |
|
$ |
222,310 |
|
|
$ |
157,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
|
$ |
6,297 |
|
|
$ |
7,766 |
|
Cash paid during the period for income taxes |
|
|
4,963 |
|
|
|
1,868 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of vehicles financed by capital lease obligations |
|
$ |
727 |
|
|
$ |
4,105 |
|
Accrued acquisition costs |
|
|
10,039 |
|
|
|
71 |
|
See notes to consolidated financial statements
6
COINSTAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Six and Three Month Periods Ended June 30, 2008 and 2007
(unaudited)
NOTE 1: ORGANIZATION, BUSINESS, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of company: Incorporated as a Delaware company in 1993, Coinstar, Inc. (the
Company) is a multi-national company offering a range of 4th Wall solutions for retailers
storefronts. Our services consist of self-service coin counting, entertainment services such as
skill-crane machines, bulk vending machines and kiddie rides, self-service DVD kiosks where
consumers can rent or purchase movies, money transfer services, and electronic payment
(E-payment) services such as stored value cards, payroll cards, prepaid debit cards and prepaid
wireless products via point-of-sale terminals and stored value kiosks. Our services, in one form or
another, are offered in supermarkets, mass merchandisers, warehouse clubs, drugstores,
universities, shopping malls and convenience stores in the United States, Canada, Mexico, Puerto
Rico, Ireland, the United Kingdom and other countries. As of June 30, 2008, we had an approximate
total of:
|
|
|
|
|
Coin-counting machines |
|
|
16,500 |
|
Entertainment services machines |
|
|
160,000 |
|
DVD kiosks |
|
|
9,600 |
|
Money transfer services locations |
|
|
36,000 |
|
E-payment point-of-sale terminals |
|
|
18,900 |
|
E-payment enabled coin-counting kiosks |
|
|
10,900 |
|
Basis of presentation: The unaudited consolidated financial statements of the Company
included herein reflect all adjustments, consisting only of normal recurring adjustments which, in
the opinion of management, are necessary to present fairly our consolidated financial position,
results of operations and cash flows for the periods presented.
These financial statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the SEC) and in accordance with United States generally
accepted accounting principles (GAAP) for interim financial information. Certain information and
footnote disclosures normally included in annual financial statements prepared in accordance with
GAAP have been condensed or omitted pursuant to such SEC rules and regulations. These financial
statements should be read in conjunction with our audited financial statements and the accompanying
notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed
with the SEC. The results of operations for the six and three month periods ended June 30, 2008,
are not necessarily indicative of the results to be expected for any future quarter or for the
entire fiscal year. Acquisitions are recorded and included in our results of operations as of the
date acquired.
Principles of consolidation: The accompanying consolidated financial statements include the
accounts of Coinstar, Inc., our wholly-owned subsidiaries and companies in which we have a
controlling interest. Investments in companies of which we have influence, but not a controlling
interest, are accounted for under equity method accounting. All significant intercompany balances
and transactions have been eliminated in consolidation.
In January 2008, we exercised our option to acquire a majority ownership interest in the
voting equity of Redbox Automated Retail, LLC (Redbox) and our ownership interest increased from
47.3% to 51.0%. Since our initial investment in Redbox, we have accounted for our 47.3% ownership
interest under the equity method in our Consolidated Financial Statements. Effective with the close
of this transaction on January 18, 2008, we began consolidating Redboxs financial results into our
Consolidated Financial Statements.
Use of estimates: The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. These
judgments are difficult as matters that are inherently uncertain directly impact their valuation
and accounting. Actual results may vary from managements estimates and assumptions.
7
Revenue recognition: We recognize revenue as follows:
|
|
|
Coin-counting revenue is recognized at the time the consumers coins are counted by
our coin-counting machines. Our revenue represents the fee charged for coin-counting; |
|
|
|
|
DVD revenue is recognized during the term of a customers rental transaction; |
|
|
|
|
Money transfer revenue represents the commissions earned on a money transfer
transaction and is recognized at the time the customer completes the transaction; |
|
|
|
|
Entertainment revenue is recognized at the time cash is deposited in our machines.
Cash deposited in the machines that has not yet been collected is referred to as cash in
machine and is estimated at period end and reported on the balance sheet under the caption
Cash in machine or in transit. This estimate is based on the average daily revenue per
machine, multiplied by the number of days since the coin in the machine has been
collected. The estimated value of our entertainment services coin-in-machine was
approximately $4.3 million and $8.4 million at June 30, 2008 and December 31, 2007,
respectively; |
|
|
|
|
E-payment revenue is recognized at the point of sale based on our commissions earned,
net of retailer fees. |
Recent accounting pronouncements: In September 2006, the FASB issued FASB Statement No. 157,
Fair Value Measures (SFAS 157), which defines fair value, establishes a framework for measuring
fair value and enhances disclosures about fair value measures. Effective January 1, 2008, we
implemented SFAS 157 for our financial assets and liabilities that are re-measured and reported at
fair value at each reporting period. In accordance with the provisions of FSP No. FAS 157-2,
Effective Date of FASB Statement No. 157, we elected to defer implementation of SFAS 157 related to
our non-financial assets and non-financial liabilities that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis until January 1, 2009. We are currently
reviewing this provision of SFAS 157 to determine the impact on our non-financial assets and
liabilities that are recognized or disclosed at fair value on a nonrecurring basis.
The adoption of SFAS 157 with respect to financial assets and liabilities that are re-measured
and reported at fair value did not have a material impact on our financial results in the first
half of 2008. SFAS No. 157 establishes a hierarchy that prioritizes fair value measurements based
on the types of inputs used for the various valuation techniques. The levels of the hierarchy are
described below:
|
|
|
Level 1: Observable inputs such as quoted prices in active markets for identical
assets or liabilities |
|
|
|
|
Level 2: Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly; these include quoted prices for similar assets
or liabilities in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not active |
|
|
|
|
Level 3: Unobservable inputs that reflect the reporting entitys own assumptions |
The following table presents our financial assets that have been measured at fair value as of
June 30, 2008 and indicates the fair value hierarchy of the valuation inputs utilized to determine
such fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2008 |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
Short-term investment |
|
$ |
2,321 |
|
|
|
|
|
|
|
|
|
Interest rate swap asset |
|
|
|
|
|
$ |
2,517 |
|
|
|
|
|
In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations
(SFAS 141R). SFAS 141R retains the fundamental requirements of Statement No. 141 to account for
all business combinations using the acquisition method (formerly the purchase method) and for an
acquiring entity to be identified in all business combinations. However, the new standard requires
the acquiring entity in a business combination to recognize all the assets acquired and liabilities
assumed in the transaction; establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose
the information needed to evaluate and understand the nature and financial effect of the business
combination. SFAS 141R is effective for acquisitions made on or after the first day of annual
periods beginning on or after December 15, 2008. We are currently reviewing the provisions of SFAS
141R to determine the impact to our Consolidated Financial Statements.
8
In December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial StatementsAn Amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes
new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 is effective for annual periods beginning on or after
December 15, 2008. We are currently reviewing the provisions of SFAS 160 to determine the impact to
our Consolidated Financial Statements.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161,
Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 requires
enhanced disclosures about how and why companies use derivatives, how derivative instruments and
related hedged items are accounted for and how derivative instruments and related hedged items
affect a companys financial position, financial performance and cash flows. The provisions of SFAS
161 are effective for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008. We are in the process of determining the impact the adoption of SFAS 161
will have on our financial statement disclosures.
Contingency: In April 2007, we received a request for arbitration filed by ScanCoin AB
(ScanCoin) before the Arbitration Institute of the Stockholm Chamber of Commerce regarding
ownership of intellectual property related to an agreement between Coinstar and ScanCoin dated
April 23, 1993. The parties have selected arbitrators, and we advanced partial payment for the
arbitration. In August 2007, we received ScanCoins statement of claim and we responded with our
statement of defense in November 2007. ScanCoin seeks a declaration of ownership of over 70 of our
patents and patent applications related to our coin-counting machines, as well as monetary damages
of approximately $8 million, plus interest. The arbitration is scheduled for the fourth quarter of
2008. We believe that ScanCoins claims against us are without merit and intend to defend
ourselves vigorously in this arbitration. In October 2007, we filed a claim in United States
District Court for the Northern District of Illinois against ScanCoin North America alleging that
it is infringing on a patent we own relating to self-service coin machines. ScanCoin North America
has moved to stay the case pending resolution of the arbitration.
NOTE 2: ACQUISITIONS
Groupex
On January 1, 2008, we acquired GroupEx Financial Corporation, JRJ Express Inc. and Kimeco,
LLC (collectively, GroupEx), for an aggregate purchase price of $70.0 million. The purchase price
included a $60.0 million cash payment (subject to a customary working capital adjustment) at
closing. In addition, there is an additional payment of up to $10.0 million should certain
performance conditions be met in the fifteen months following the closing. As of June 30, 2008, we
believe this payout is probable as the performance conditions have been met. Further, we incurred
an estimated $2.1 million in transaction costs, including legal, accounting, and other directly
related charges. The total purchase price, net of cash acquired, was $45.3 million. The results of
operations of GroupEx from January 1, 2008 are included in Coinstars Consolidated Statement of
Operations.
The acquisition was recorded under the purchase method of accounting and the purchase price
was allocated based on the fair value of the assets acquired and the liabilities assumed.
The total purchase price consideration consists of the following:
|
|
|
|
|
|
|
(in thousands) |
|
Cash paid for acquisition of GroupEx |
|
$ |
60,000 |
|
Estimated additional payout |
|
|
10,000 |
|
Estimated acquisition related costs |
|
|
2,100 |
|
|
|
|
|
|
|
$ |
72,100 |
|
|
|
|
|
The total purchase consideration has been allocated to the assets acquired and liabilities
assumed, including identifiable intangible assets, based on their respective fair values at the
acquisition date. The accounting for the purchase price allocation is preliminary and is subject to
possible adjustments in the future, based on our final analysis of certain liabilities. The
following unaudited condensed balance sheet data presents the preliminary determination of the fair
value of the assets acquired and liabilities assumed.
9
|
|
|
|
|
|
|
(in thousands) |
|
Assets acquired: |
|
|
|
|
Cash and cash equivalents |
|
$ |
26,807 |
|
Trade accounts receivable |
|
|
13,531 |
|
Prepaid expenses and other assets |
|
|
2,053 |
|
Property and equipment |
|
|
4,015 |
|
Intangible assets |
|
|
15,300 |
|
Goodwill |
|
|
55,730 |
|
|
|
|
|
|
|
|
117,436 |
|
|
|
|
|
|
Liabilities assumed: |
|
|
|
|
Accounts payable and accrued liabilities |
|
|
45,336 |
|
|
|
|
|
|
|
$ |
72,100 |
|
|
|
|
|
Goodwill of $55.7 million, representing the excess of the purchase price paid over the fair
value of the tangible and identifiable intangible assets acquired, will not be amortized,
consistent with the guidance in FASB Statement No. 142, Goodwill and Other Intangible Assets. An
election pursuant to Internal Revenue Code Section 338(h)(10) is being made for tax purposes so the
entire amount of intangibles and goodwill will be amortized and deducted over 15 years. Included in
the liabilities assumed, is an estimated additional payment of $10.0 million which represents our
best estimate that certain performance conditions as defined in the agreement, would be met in the
fifteen months following the closing. As of June 30, 2008, we believe the estimated payout is
probable as the performance conditions have been met and the payment will be made in 2009.
We used forecasted future cash flows to estimate the fair value of the acquired intangible
assets and a portion of the purchase price was allocated to the following identifiable intangible
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
Fair value |
|
|
Useful Lives |
|
|
|
(in thousands) |
|
|
(in years) |
|
Intangible assets: |
|
|
|
|
|
|
|
|
Internal use software |
|
$ |
1,600 |
|
|
|
5 |
|
Agent relationships |
|
|
12,300 |
|
|
|
10 |
|
Trademark |
|
|
1,400 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for the six months ended June 30, 2008, relating to this acquisition was
approximately $1.0 million. Based on identified intangible assets recorded as of June 30, 2008, and
assuming no subsequent impairment of the underlying assets, the estimated aggregate amortization
expense will be as follows:
|
|
|
|
|
|
|
(in thousands) |
|
2008 |
|
$ |
2,017 |
|
2009 |
|
|
2,017 |
|
2010 |
|
|
2,017 |
|
2011 |
|
|
1,550 |
|
2012 |
|
|
1,550 |
|
Thereafter |
|
|
6,149 |
|
|
|
|
|
|
|
$ |
15,300 |
|
|
|
|
|
Redbox
In January 2008, we exercised our option to acquire a majority ownership interest in the
voting equity of Redbox and our ownership interest increased from 47.3% to 51.0%. Since our initial
investment in Redbox, we have accounted for our 47.3% ownership interest under the equity method in
our Consolidated Financial Statements. Effective with the close of this
10
transaction on January 18,
2008, we began consolidating Redboxs financial results into our Consolidated Financial Statements.
The total purchase price consideration consists of the following:
|
|
|
|
|
|
|
(in thousands) |
|
Cash paid for the initial Redbox investment of 47.3% ownership in December 2005 |
|
$ |
32,000 |
|
Cash paid for the additional investment of 3.7% ownership in January 2008 |
|
|
5,106 |
|
Estimated acquisition related costs |
|
|
392 |
|
Equity investment (loss) from December 2005 to January 2008 |
|
|
(3,689 |
) |
|
|
|
|
Total investment in Redbox at the acquisition date |
|
$ |
33,809 |
|
|
|
|
|
The acquisition was recorded under the purchase method of accounting and the purchase price
was allocated based on the fair value of the assets acquired and the liabilities assumed to the
extent of the 51% ownership interest acquired as of the various dates the payments were made under
step acquisition accounting. The remaining 49% portion of acquired net assets represents the
minority interest ownership in Redbox. The following unaudited condensed balance sheet presents
assets and liabilities of Redbox, consolidated on January 18, 2008, resulting from our step
acquisitions of Redbox.
|
|
|
|
|
|
|
(in thousands) |
|
Assets acquired: |
|
|
|
|
Cash and cash equivalents |
|
$ |
13,470 |
|
Trade accounts receivable |
|
|
10,175 |
|
Inventory |
|
|
27,072 |
|
Prepaid expenses and other assets |
|
|
7,142 |
|
Property and equipment |
|
|
100,691 |
|
Intangible assets |
|
|
1,905 |
|
Goodwill |
|
|
11,898 |
|
|
|
|
|
|
|
|
172,353 |
|
|
|
|
|
|
Liabilities assumed: |
|
|
|
|
Accounts payable and accrued liabilities |
|
|
112,521 |
|
Deferred tax liability |
|
|
2,101 |
|
Minority
interest |
|
|
23,922 |
|
|
|
|
|
Total investment in Redbox |
|
$ |
33,809 |
|
|
|
|
|
The calculation and recognition of goodwill is consistent with the step acquisition guidance
in FASB Statement No. 141, Business Combination and ARB No. 51, Consolidated Financial Statement.
Goodwill of $11.9 million represents primarily the excess of purchase paid over the fair of value
of the tangible and identifiable intangible assets acquired, and is not amortized. The goodwill of
$2.5 million recognized as a result of the additional ownership of 3.7% is expected to be
deductible for tax purposes.
We used forecasted future cash flows to estimate the fair value of Redbox intangible assets.
Intangible assets of $1.9 million represent the internal-use software and customer relations
acquired when payments were made under step acquisition accounting and are amortized over 5 years.
The amortization expense for the six months ended June 30, 2008 was approximately $0.2 million.
Based on intangible assets recorded as of June 30, 2008, and assuming no subsequent impairment of
the underlying assets, the annual estimated amortization expense will be as follows:
|
|
|
|
|
|
|
(in thousands) |
|
2008 |
|
$ |
489 |
|
2009 |
|
|
496 |
|
2010 |
|
|
415 |
|
2011 |
|
|
192 |
|
2012 |
|
|
192 |
|
Thereafter |
|
|
121 |
|
|
|
|
|
|
|
$ |
1,905 |
|
|
|
|
|
11
The following unaudited pro forma information represents the results of operations for
Coinstar, Inc. inclusive of Redbox for the six and three month periods ended June 30, 2008 and
2007, as if the acquisition had been consummated as of January 1, 2008 and January 1, 2007. Such
pro forma information is not provided for our Groupex acquisition as the impact to our consolidated
financial statements is not material. This pro forma information does not purport to be indicative
of what may occur in the future:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods |
|
|
Three Month Periods |
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
Revenue |
|
$ |
421,432 |
|
|
$ |
316,222 |
|
|
$ |
219,903 |
|
|
$ |
163,991 |
|
Net income |
|
$ |
5,393 |
|
|
$ |
5,874 |
|
|
$ |
2,680 |
|
|
$ |
3,311 |
|
Net income per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.19 |
|
|
$ |
0.21 |
|
|
$ |
0.10 |
|
|
$ |
0.12 |
|
Diluted |
|
$ |
0.19 |
|
|
$ |
0.21 |
|
|
$ |
0.09 |
|
|
$ |
0.12 |
|
NOTE 3: PROPERTY AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
Machines |
|
$ |
557,475 |
|
|
$ |
364,564 |
|
Computers |
|
|
26,968 |
|
|
|
15,238 |
|
Office furniture and equipment |
|
|
11,713 |
|
|
|
10,119 |
|
Vehicles |
|
|
21,957 |
|
|
|
24,655 |
|
Leasehold improvements |
|
|
3,057 |
|
|
|
2,548 |
|
|
|
|
|
|
|
|
|
|
|
621,170 |
|
|
|
417,124 |
|
Accumulated depreciation and amortization |
|
|
(328,503 |
) |
|
|
(271,083 |
) |
|
|
|
|
|
|
|
|
|
$ |
292,667 |
|
|
$ |
146,041 |
|
|
|
|
|
|
|
|
NOTE 4: STOCK-BASED COMPENSATION
Stock-based compensation: Stock-based compensation is accounted for in accordance with the
provisions of FASB Statement No. 123 (revised 2004), Share-Based Payment (SFAS 123R). Under SFAS
123R, the fair value of stock awards is estimated at the date of grant using the
Black-Scholes-Merton (BSM) option valuation model. Stock-based compensation expense is reduced
for estimated forfeitures and is amortized over the vesting period.
The following summarizes the weighted average valuation assumptions and grant date fair value
of options granted during the periods shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods |
|
Three Month Periods |
|
|
Ended June 30, |
|
Ended June 30, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
Expected term (in years) |
|
|
3.7 |
|
|
|
3.7 |
|
|
|
3.7 |
|
|
|
3.7 |
|
Expected stock price volatility |
|
|
35 |
% |
|
|
41 |
% |
|
|
35 |
% |
|
|
41 |
% |
Risk-free interest rate |
|
|
2.5 |
% |
|
|
4.5 |
% |
|
|
3.1 |
% |
|
|
5.0 |
% |
Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Estimated fair value per option granted |
|
$ |
9.54 |
|
|
$ |
11.11 |
|
|
$ |
9.80 |
|
|
$ |
11.75 |
|
The expected term of the options represents the estimated period of time from grant until
exercise and is based on historical experience of similar awards, giving consideration to the
contractual terms, vesting schedules and expectations of future employee behavior. Expected stock
price volatility is based on historical volatility of our stock for a period at least equal to the
expected term. The risk-free interest rate is based on the implied yield available on United States
Treasury zero-coupon issues with an equivalent remaining term. We have not paid dividends in the
past and do not plan to pay any dividends in the foreseeable future.
12
The following table summarizes stock-based compensation expense, and the related deferred tax
benefit for stock option and award expense, which excludes stock-based compensation for Redbox in
the amount of $297,000 and $793,000 for the three and six months ended June 30, 2008, respectively,
during the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods |
|
Three Month Periods |
|
|
Ended June 30, |
|
Ended June 30, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
|
(in thousands) |
|
(in thousands) |
Stock-based compensation expense |
|
$ |
3,191 |
|
|
$ |
3,279 |
|
|
$ |
1,572 |
|
|
$ |
1,595 |
|
Related deferred tax benefit |
|
|
877 |
|
|
|
855 |
|
|
|
443 |
|
|
|
418 |
|
Stock options: Stock options are granted to employees under the 2000 Amended and Restated
Equity Incentive Plan (the 2000 Plan) and the 1997 Amended and Restated Equity Incentive Plan
(the 1997 Plan). Options awarded vest annually over 4 years and expire after 5 years. Shares of
common stock are issued upon exercise of stock options.
The following table presents a summary of the stock option activity for the six months ended
June 30, 2008 (shares in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average exercise |
|
|
|
Shares |
|
|
price |
|
OUTSTANDING, December 31, 2007 |
|
|
2,668 |
|
|
$ |
23.07 |
|
Granted |
|
|
414 |
|
|
|
32.00 |
|
Exercised |
|
|
(412 |
) |
|
|
20.42 |
|
Cancelled, expired or forfeited |
|
|
(11 |
) |
|
|
26.79 |
|
|
|
|
|
|
|
|
|
OUTSTANDING, June 30, 2008 |
|
|
2,659 |
|
|
|
24.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXERCISABLE, June 30, 2008 |
|
|
1,646 |
|
|
|
22.22 |
|
|
|
|
|
|
|
|
|
As of June 30, 2008, total unrecognized stock-based compensation expense related to unvested
stock options was approximately $7.7 million. This expense is expected to be recognized over a
weighted average period of approximately 1.7 years. During the six month period ended June 30,
2008, the total intrinsic value of stock options exercised was approximately $5.5 million. At June
30, 2008, there were 4.8 million shares of unissued common stock reserved for issuance under all
the stock plans of which 2.1 million shares were available for future grants.
Restricted stock awards: Restricted stock awards are granted to certain employees and
non-employee directors under the 1997 Plan and vest annually over 4 years and one year,
respectively. The restricted shares require no payment from the grantee. The fair value of the
awards is based on the market price on the grant date and is recorded on a straight-line basis over
the vesting period.
The following table presents a summary of the restricted stock award activity for the six
months ended June 30, 2008 (shares in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
grant date |
|
|
|
Shares |
|
|
fair value |
|
NON-VESTED, December 31, 2007 |
|
|
105 |
|
|
$ |
28.25 |
|
Granted |
|
|
91 |
|
|
|
33.67 |
|
Vested |
|
|
(42 |
) |
|
|
29.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-VESTED, June 30, 2008 |
|
|
154 |
|
|
|
31.13 |
|
|
|
|
|
|
|
|
|
Compensation expense related to our restricted stock awards totaled approximately $0.5 million
and $1.0 million for the three and six month periods ended June 30, 2008, respectively.
Compensation expense related to our restricted stock awards totaled approximately $0.5 million and
$0.3 million for the six and three month periods ended June 30, 2007, respectively. As of June
30, 2008 total unrecognized stock-based compensation expense related to unvested restricted stock
13
awards was approximately $3.7 million. This expense is expected to be recognized over a weighted
average period of approximately 1.6 years. During the six month period ended June 30, 2008, the
total fair value of restricted stock awards vested was approximately $1.2 million.
NOTE 5: INCOME PER SHARE
Basic net income per share is computed by dividing the net income available to common
stockholders for the period by the weighted average number of common shares outstanding during the
period. Diluted net income per share is computed by dividing the net income for the period by the
weighted average number of common and potential common shares outstanding (if dilutive) during the
period. Potential common shares, composed of incremental common shares issuable upon the exercise
of stock options and vesting of non-vested restricted stock awards, are included in the calculation
of diluted net income per share to the extent such shares are dilutive.
The following table sets forth the computation of basic and diluted net income per share for
the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods |
|
|
Three Month Periods |
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,381 |
|
|
$ |
5,904 |
|
|
$ |
2,680 |
|
|
$ |
3,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares for basic calculation |
|
|
27,903 |
|
|
|
27,772 |
|
|
|
28,022 |
|
|
|
27,766 |
|
Incremental shares from employee stock options and awards |
|
|
515 |
|
|
|
529 |
|
|
|
578 |
|
|
|
548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares for diluted calculation |
|
|
28,418 |
|
|
|
28,301 |
|
|
|
28,600 |
|
|
|
28,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six and three month periods ended June 30, 2008, options and restricted stock awards
totaling approximately 845,000 and 769,000, respectively, shares of common stock were excluded from
the computation of net income per common share because their impact would be antidilutive. For the
six and three month periods ended June 30, 2007, options and restricted stock awards totaling
approximately 783,000 and 822,000, respectively, shares of common stock were excluded from the
computation of net income per common share because their impact would be antidilutive.
NOTE 6: BUSINESS SEGMENT INFORMATION
FASB Statement No. 131, Disclosure about Segments of an Enterprise and Related Information,
requires that companies report, on an interim basis, separately in the financial statements certain
financial and descriptive information about segment revenues, income and assets. The method for
determining what information is reported is based on the way that management organizes the
operating segments for making operational decisions and assessments of financial performance. Our
chief operating decision maker is considered to be the Chief Executive Officer (CEO). We are
currently organized into four reportable business segments: Coin and Entertainment services,
E-payment services, Money transfer services and DVD services. Prior to January 1, 2008 we were
organized into two reportable business segments: the North American business (which included the
United States, Canada, Mexico and Puerto Rico) and the International business (which primarily
included the United Kingdom as well as other European operations of our Constar Money Transfer
subsidiary).
The following table summarizes our revenue by segment for the periods indicated:
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods |
|
|
Three Month Periods |
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coin and entertainment services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coin revenue |
|
$ |
123,744 |
|
|
$ |
117,208 |
|
|
$ |
64,502 |
|
|
$ |
62,412 |
|
Entertainment revenue |
|
|
80,057 |
|
|
|
126,061 |
|
|
|
35,831 |
|
|
|
61,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
203,801 |
|
|
|
243,269 |
|
|
|
100,333 |
|
|
|
123,435 |
|
DVD services |
|
|
150,469 |
|
|
|
5,666 |
|
|
|
89,956 |
|
|
|
3,064 |
|
Money transfer services |
|
|
44,256 |
|
|
|
10,490 |
|
|
|
23,786 |
|
|
|
5,706 |
|
E-payment services |
|
|
11,896 |
|
|
|
10,267 |
|
|
|
5,828 |
|
|
|
5,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated revenue |
|
$ |
410,422 |
|
|
$ |
269,692 |
|
|
$ |
219,903 |
|
|
$ |
137,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs included in our shared service functions, which consist primarily of field
operations, sales, finance, legal, human resources, and information technology, are allocated to
our four segments. We will continually evaluate the shared service allocations for segment
reporting purposes, which may result in changes to segment allocations in future periods. Because
our field operations are fully integrated with our Coin and Entertainment services, our CEO
allocates resources and evaluates Coin and Entertainment services results, as well as makes
strategic decisions, on a combined basis. Therefore, our Coin and Entertainment services are one
segment for reporting purposes. In addition, our CEO focuses on the segment profitability before
depreciation and amortization when evaluating our segment performance. Stock-based compensation
expense and depreciation and amortization expenses are not allocated to our four segments. As we
changed our internal organization structure during the first quarter of 2008, resulting in the
change of reportable segments, we did not restate the prior period under the new basis because it
was not practical to do so.
The following table summarizes our income from operations, by segment for the period
indicated:
|
|
|
|
|
|
|
|
|
|
|
Six Month Period |
|
|
Three Month Period |
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
|
|
2008 |
|
|
2008 |
|
|
|
(in thousands) |
|
Operating income before depreciation/amortization and unallocated expenses: |
|
|
|
|
|
|
|
|
Coin and entertainment services |
|
$ |
46,814 |
|
|
$ |
21,983 |
|
DVD services |
|
|
32,074 |
|
|
|
19,205 |
|
Money transfer services |
|
|
(5,944 |
) |
|
|
(4,121 |
) |
E-payment services |
|
|
1,798 |
|
|
|
1,469 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
74,742 |
|
|
|
38,536 |
|
|
|
|
|
|
|
|
|
|
Depreciation/amortization and unallocated corporate expenses: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(40,546 |
) |
|
|
(21,205 |
) |
Unallocated expense stock-based compensation |
|
|
(3,984 |
) |
|
|
(1,870 |
) |
|
|
|
|
|
|
|
Subtotal |
|
|
(44,530 |
) |
|
|
(23,075 |
) |
|
|
|
|
|
|
|
Consolidated income from operations |
|
$ |
30,212 |
|
|
$ |
15,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2008 |
|
|
|
(in thousands) |
|
Total assets: |
|
|
|
|
Coin and entertainment services |
|
$ |
489,459 |
|
DVD services |
|
|
221,276 |
|
Money transfer services |
|
|
214,472 |
|
E-payment services |
|
|
41,425 |
|
Unallocated corporate assets |
|
|
91,379 |
|
|
|
|
|
Consolidated assets |
|
$ |
1,058,011 |
|
|
|
|
|
The unallocated corporate assets are primarily cash and cash equivalents.
15
The following tables represent information by geographic area. North America includes the
United States, Canada, Mexico and Puerto Rico and International primarily includes the United
Kingdom, Ireland and other European countries in which our money transfer subsidiary, Coinstar
Money Transfer, operates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods |
|
|
Three Month Periods |
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
376,655 |
|
|
$ |
244,527 |
|
|
$ |
202,281 |
|
|
$ |
123,835 |
|
International |
|
|
33,767 |
|
|
|
25,165 |
|
|
|
17,622 |
|
|
|
13,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
410,422 |
|
|
$ |
269,692 |
|
|
$ |
219,903 |
|
|
$ |
137,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
11,211 |
|
|
$ |
10,393 |
|
|
$ |
5,793 |
|
|
$ |
5,217 |
|
International |
|
|
(5,830 |
) |
|
|
(4,489 |
) |
|
|
(3,113 |
) |
|
|
(1,869 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net income |
|
$ |
5,381 |
|
|
$ |
5,904 |
|
|
$ |
2,680 |
|
|
$ |
3,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
Total assets: |
|
|
|
|
|
|
|
|
North America |
|
$ |
993,361 |
|
|
$ |
726,098 |
|
International |
|
|
149,842 |
|
|
|
129,092 |
|
Intercompany eliminations |
|
|
(85,192 |
) |
|
|
(86,617 |
) |
|
|
|
|
|
|
|
Total assets |
|
$ |
1,058,011 |
|
|
$ |
768,573 |
|
|
|
|
|
|
|
|
Our Coin and Entertainment, DVD, Money Transfer and E-payment services are primarily located
within retailers. The following retailers accounted for 10% or more of our consolidated revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods |
|
Three Month Periods |
|
|
Ended June 30, |
|
Ended June 30, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
Wal-Mart Stores Inc |
|
|
16.9 |
% |
|
|
26.3 |
% |
|
|
16.3 |
% |
|
|
25.0 |
% |
McDonalds |
|
|
10.1 |
% |
|
|
|
|
|
|
11.2 |
% |
|
|
|
|
The Kroger Company |
|
|
8.1 |
% |
|
|
11.6 |
% |
|
|
7.7 |
% |
|
|
12.0 |
% |
NOTE 7: RELATED PARTY AND OTHER TRANSACTIONS
During the second quarter of 2008, we entered into a settlement agreement with Incomm Holding,
Inc. and certain of its affiliates (Incomm). As a result, we and Incomm have agreed to dissolve a
related party of our E-payment subsidiary of which we own 49%. A previous liability owed to the
related party was relieved. The net settlement, after attorney fees, was approximately $2.0 million
of income.
In the second quarter of 2008 we settled the proxy contest which resulted in one additional
member to our Board of Directors, and one additional independent director to be added by March 1,
2009. Expenses related to this proxy contest, including the solicitation of stockholders, were
approximately $4.1 million. We also incurred expenses associated with the write-off of in-process
acquisition expenses of $1.0 million for due diligence and professional service costs in connection
with acquisitions that were being considered in the past and for which discussions have now been
terminated.
16
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated
Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q.
Except for the consolidated historical information, the following discussion contains
forward-looking statements that involve risks and uncertainties, such as our objectives,
expectations and intentions. Our actual results could differ materially from results that may be
anticipated by such forward-looking statements and discussed elsewhere herein. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed below and
those discussed under Risk Factors in Item IA of Part II of this Quarterly Report on Form 10-Q
and in Item IA of Part I of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. We undertake no obligation to revise
any forward-looking statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various disclosures made in this
report and in our other reports filed with the SEC that attempt to advise interested parties of the
risks and factors that may affect our business, prospects and results of operations.
Overview
We are a multi-national company offering a range of 4th Wall solutions for
retailers storefronts. Our services consists of self-service coin counting, entertainment
services such as skill-crane machines, bulk vending machines and kiddie rides, self-service DVD
kiosks where consumers can rent or purchase movies, money transfer services, and electronic payment
(E-payment) services such as stored value cards, payroll cards, prepaid debit cards and prepaid
wireless products via point-of-sale terminals and stored value kiosks. Our services, in one form or
another, are offered in supermarkets, mass merchandisers, warehouse clubs, drugstores,
universities, shopping malls and convenience stores in the United States, Canada, Mexico, Puerto
Rico, Ireland, the United Kingdom and other countries.
Coin and entertainment services
We are the leader in the self-service coin-counting services market and are the leading owner
and operator of skill-crane and bulk vending machines in the United States. We own and operate the
only multi-national fully automated network of self-service coin-counting machines across the
United States, Canada, Puerto Rico, Ireland and in the United Kingdom. We estimate that at any one
time, there is more than $10.5 billion worth of coin sitting idle in households in the United
States. In 2007, consumers processed more than $2.9 billion worth of coin through our coin-counting
machines.
We own and service all of our coin-counting and entertainment services machines, providing a
convenient and trouble free service to retailers. Coin-counting revenues are generated through
transaction fees from our customers and business partners. Consumers feed loose change into the
machines, which count the change and then dispense vouchers or, in some cases, issue e-payment
products, at the consumers election. Each voucher lists the dollar value of coins counted, less
our transaction fee, which is typically 8.9% of the value of coins counted. In certain cases when
our e-payment product is issued instead of a voucher, the consumer does not pay a fee.
Since inception, our coin-counting machines have counted and processed more than 368 billion
coins worth more than $20.0 billion in more than 542 million self-service coin-counting
transactions. We own and operate more than 16,500 coin-counting machines in the United States,
Canada, Puerto Rico, Ireland and the United Kingdom (approximately 10,900 of which are E-payment
enabled).
Our entertainment services machines consist primarily of skill-crane machines, bulk vending
and kiddie rides, which are installed in more than 20,000 retail locations, totaling more than
160,000 pieces of equipment. We generate revenue from money deposited in our machines that dispense
plush toys, novelties and other items.
DVD services
Through our acquisition of DVDXpress and our majority ownership interest in Redbox, we offer
self-service DVD rentals through 9,600 kiosks where consumers can rent or purchase movies. Our DVD
kiosks supply all the functionality of a traditional video rental store, yet occupy an area of less
than ten square feet. Consumers use a touch screen to select their DVD, swipe a valid credit or
debit card, and go. The process is designed to be fast, efficient and fully automated with no
upfront or membership fees. Typically, the DVD rental price is a flat fee plus tax for one night
and if the consumer chooses to keep the DVD for additional nights, they are automatically charged
for the fee. Our DVD kiosks are available in all states in the continental United States, Puerto
Rico and the United Kingdom and offer our consumers with a more convenient home entertainment
solution. We generate revenue primarily through fees charged to rent or purchase a DVD, and pay
our retail partners a percentage of our revenues.
17
Money transfer services
Through our acquisitions of Coinstar Money Transfer (CMT) and GroupEx Financial Corporation,
JRJ Express Inc. and Kimeco, LLC (collectively, GroupEx) we offer money transfer services
primarily in the United Kingdom, European countries, North America, and Central America. Our money
transfer services provide an easy to use, reliable and cost
effective way to send money around the world; it has become one of the leading independent
providers of electronic money transfer services, with over 36,000 locations and operations in over
140 countries worldwide. Our services are specially suited for individuals away from home who need
to send money to their family and friends or to manage their personal finances.
E-payment services
We offer E-payment services, including activating and reloading value on prepaid wireless
accounts, selling stored value cards, loading and reloading prepaid debit cards and prepaid phone
cards, prepaid phones and providing payroll card services. We believe these and other E-payment
services represent a significant growth opportunity for us. We offer various E-payment services in
the United States and the United Kingdom through 18,900 point-of-sale terminals, 400 stand-alone
E-payment kiosks and 10,900 E-payment-enabled coin-counting machines in supermarkets, drugstores,
universities, shopping malls and convenience stores.
We have relationships with national wireless carriers, such as Sprint, Verizon, T-Mobile,
Virgin Mobile and AT&T. We generate revenue primarily through commissions or fees charged per
E-payment transaction and pay our retailers a fee based on commissions earned on the sales of
E-payment services.
Strategy
Our strategy, embodied in our 4th Wall concept, is based on cross-selling our full
range of products and services to our retailers. In addition, we believe that we will continue to
increase operating efficiencies by combining and concentrating our products and services in our
retailers storefront.
In addition, we expect to continue devoting significant resources to building our sales
organization in connection with our 4th Wall cross-selling strategy, adding
administrative and compliance personnel to support our growing organization and developing the
information technology systems and technology infrastructure necessary to support our products and
services. We expect to continue evaluating new marketing and promotional programs to increase
consumer utilization of our services.
Results of Operations Six and Three Month Periods Ended June 30, 2008 and 2007
Revenue
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|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Coin revenues |
|
$ |
123.7 |
|
|
$ |
117.2 |
|
|
$ |
6.5 |
|
|
|
5.5 |
% |
|
$ |
64.5 |
|
|
$ |
62.4 |
|
|
$ |
2.1 |
|
|
|
3.4 |
% |
Entertainment revenues |
|
|
80.1 |
|
|
|
126.1 |
|
|
|
(46.0 |
) |
|
|
-36.5 |
% |
|
|
35.8 |
|
|
|
61.0 |
|
|
|
(25.2 |
) |
|
|
-41.3 |
% |
DVD revenues |
|
|
150.4 |
|
|
|
5.6 |
|
|
|
144.8 |
|
|
|
2585.7 |
% |
|
|
90.0 |
|
|
|
3.1 |
|
|
|
86.9 |
|
|
|
2803.2 |
% |
Money transfer revenues |
|
|
44.3 |
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|
10.5 |
|
|
|
33.8 |
|
|
|
321.9 |
% |
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|
23.8 |
|
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|
5.7 |
|
|
|
18.1 |
|
|
|
317.5 |
% |
E-payment revenues |
|
|
11.9 |
|
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|
10.3 |
|
|
|
1.6 |
|
|
|
15.5 |
% |
|
|
5.8 |
|
|
|
5.2 |
|
|
|
0.6 |
|
|
|
11.5 |
% |
|
|
|
|
|
Total Revenue |
|
$ |
410.4 |
|
|
$ |
269.7 |
|
|
$ |
140.7 |
|
|
|
52.2 |
% |
|
$ |
219.9 |
|
|
$ |
137.4 |
|
|
$ |
82.5 |
|
|
|
60.0 |
% |
Our coin revenues increased in the six and three month periods ended June 30, 2008 compared to
the six and three month periods ended June 30, 2007 as a result of an increase in the number of
transactions, an increase in the number of coin-counting machines, and the volume of coins
processed by our coin-counting machines. The total dollar value of coins processed through our
network for the six and three month periods ended June 30, 2008 was approximately $1.4 billion and
$732 million, compared to $1.3 billion and $710 million, respectively, for the six and three month
period ended June 30, 2007. The installed base of coin-counting machines increased to approximately
16,500 at June 30, 2008, from approximately 14,200 at June 30, 2007.
Our entertainment revenues decreased for the six and three month period ended June 30, 2008
compared to the six and three month period ended June 30, 2007 primarily as a result of a reduced
number of machines installed in Walmart locations and our decision to resign lower performing
accounts, decreased foot traffic at our retailers locations, softness of the economy, increased
fuel prices, and a deflated housing market. While we are watching these trends closely, we believe
macro-economic issues will continue to negatively affect retailer foot traffic for the foreseeable
future. The installed base of
18
entertainment machines decreased to approximately 160,000 at June 30, 2008, from approximately
297,000 at June 30, 2007 primarily due to our agreement with Wal-Mart to significantly expand our
installed coin-counting and DVD machines while reducing our installed entertainment machines. In
addition, we are also reducing our installed base as a result of strategic decisions to resign from
lower performing accounts.
Our DVD revenues increased in the six and three month period ended June 30, 2008 compared to
the six and three month period ended June 30, 2007 primarily as a result of our increased ownership
percentage of Redbox, which, as a result required the consolidation of Redboxs results from the
effective date of January 18, 2008. Revenue for Redbox for the period from January 18 to June 30,
2008 was $144.7 million and $86.9 million for the second quarter of 2008. In the first half and
the second quarter of 2008, we had approximately 2,600 and 1,700 net installs, respectively. In
addition, solid unit economics, strong movie titles, a television writers strike early in the year,
and the counter-cyclical nature of DVD rentals to the economy contributed a better than expected
performance.
Our Money transfer revenues increased in the six and three month periods ended June 30, 2008
compared to the six and three month periods ended June 30, 2007 primarily as a result of the
acquisition of GroupEx effective January 1, 2008, an increase in the number of money transfer
transactions, and an increase in the average amount per transaction. Revenues for GroupEx for the
six and three month period ended June 30, 2008 was $27.6 million and $15.0 million, respectively.
The remaining increase in money transfer revenues is due to organic growth.
Our E-payment revenues increased in the six and three month periods ended June 30, 2008
compared to the six and three month periods ended June 30, 2007 as a result of an increase in the
amount of transactions and the number of locations offering our E-payment services from the prior
year periods.
Direct Operating Expenses
Our direct operating expenses consist primarily of the cost of (1) the percentage of
transaction fees and commissions we pay to our retailers and agents, (2) coin pick-up,
transportation and processing expenses, (3) the cost of plush toys and other products dispensed
from the skill-crane and bulk-vending machines, (4) field operations support and (5) the amortized
cost of our DVD inventory. Variations in the percentage of transaction fees we pay to our retailers
and agents may result in increased expenses. Such variations are based on our evaluation of certain
factors, such as total revenue, E-payment capabilities, long-term non-cancelable contracts,
installation of our machines in high traffic and/or urban or rural locations, new product
commitments, co-op marketing incentive, or other criteria.
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|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Direct operating expenses |
|
$ |
284.6 |
|
|
$ |
184.2 |
|
|
$ |
100.4 |
|
|
|
54.5 |
% |
|
$ |
152.0 |
|
|
$ |
92.6 |
|
|
$ |
59.4 |
|
|
|
64.1 |
% |
as a % of Total Revenue |
|
|
69.3 |
% |
|
|
68.3 |
% |
|
|
|
|
|
|
|
|
|
|
69.1 |
% |
|
|
67.4 |
% |
|
|
|
|
|
|
|
|
Direct operating expenses increased in the six and three month periods ended June 30, 2008
compared to the six and three month periods ended June 30, 2007 primarily as a result of the
consolidation of Redboxs results, which runs at a higher direct operating costs percentage than
our historical business, our acquisition of GroupEx in January, increased freight and handling
costs and increased transportation costs due to rising fuel prices. The increase in direct
operating expenses for DVD and Money Transfer were $98.0 million and $28.9 million, respectively,
for the six month period ended June 30, 2008, and $58.7 million and $15.7 million for the three
month period ended June 30, 2008. This increase was offset by the decrease from our Coin and
Entertainment direct operating expenses in the amount of $28.0 million and $15.7 million for the
six and three month periods ended June 30, 2008. This decrease was primarily related to our
agreement with Wal-Mart to significantly expand our installed coin-counting and DVD machines while
reducing our installed entertainment machines. The remaining increase was from our E-payment
services due to the increase in revenues as the majority of E-payment expenses are variable in
nature.
Marketing
Our marketing expenses represent our cost of advertising, marketing and public relation
efforts in national and regional advertising and the major international markets in which we
operate our Money transfer services. For example, we have been using advertising to introduce
e-payment features on our coin-counting machines and other e-payment product channels such as our
stored value card offerings. This directed marketing and advertising approach, which we expect to
continue through 2008, continues driving increased trial and repeat use of both our coin services
offerings and e-payment products.
19
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|
|
|
|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Marketing |
|
$ |
6.6 |
|
|
$ |
4.2 |
|
|
$ |
2.4 |
|
|
|
57.1 |
% |
|
$ |
3.8 |
|
|
$ |
2.6 |
|
|
$ |
1.2 |
|
|
|
46.2 |
% |
as a % of Total Revenue |
|
|
1.6 |
% |
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
1.7 |
% |
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
Marketing expenses increased in the six and three month period ended June 30, 2008 compared to
the six and three month periods ended June 30, 2007 primarily as a result of the consolidation of
Redboxs results, and our acquisition of GroupEx in January 2008. The increase in marketing
expenses for DVD and Money Transfer were $1.9 million and $0.5 million, respectively, for the six
month period ended June 30, 2008, and $1.2 million and $0.2 million for the three month period
ended June 30, 2008. The marketing spending for our other services have remained relatively flat
compared to the prior year.
Research and Development
Our research and development expenses consist primarily of development costs of our
coin-counting machine software, network applications, machine improvements and new product
development. Research and development expenses represent expenditures to support development and
design of our complementary new product ideas and to continue our ongoing efforts to enhance our
existing products and services, primarily our coin-counting system.
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|
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|
|
|
|
|
|
|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Research and development |
|
$ |
2.4 |
|
|
$ |
2.7 |
|
|
$ |
(0.3 |
) |
|
|
-11.1 |
% |
|
$ |
1.2 |
|
|
$ |
1.3 |
|
|
$ |
(0.1 |
) |
|
|
-7.7 |
% |
as a % of Total Revenue |
|
|
0.6 |
% |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
0.5 |
% |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
Research and development expenses have remained relatively consistent for the six and three
month periods ended June 30, 2008 and June 30, 2007. We intend to continue to invest at these
levels in research and development in the coming years.
General and Administrative
Our general and administrative expenses consist primarily of administrative support for field
operations, customer service, systems and engineering support, computer network operations,
finance, human resources, occupancy expenses, legal expenses and insurance.
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|
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|
|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
General and administrative |
|
$ |
43.0 |
|
|
$ |
25.7 |
|
|
$ |
17.3 |
|
|
|
67.3 |
% |
|
$ |
23.2 |
|
|
$ |
13.4 |
|
|
$ |
9.8 |
|
|
|
73.1 |
% |
as a % of Total Revenue |
|
|
10.5 |
% |
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
10.6 |
% |
|
|
9.8 |
% |
|
|
|
|
|
|
|
|
General and administrative expenses increased in the six and three month periods ended June 30,
2008 compared to the six and three month periods ended June 30, 2007 as a result of the
consolidation of Redboxs results and our acquisition of GroupEx in January 2008. General and
administrative expenses increased for DVD and Money Transfer by $13.6 million and $2.5 million,
respectively, for the six month period ended June 30, 2008, and $8.1 million and $1.6 million for
the three month period ended June 30, 2008. The remaining increase was mainly from additional
costs of corporate shared resources due to compliance as a result of additional legal cost and
growth of the company.
Proxy, write-off of acquisition costs, and litigation settlement
During the second quarter of 2008 there were unique events resulting in expenses for a proxy
contest and the write-off of acquisition costs as well as income from the litigation settlement
agreement with InComm Holding Inc.
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|
|
|
|
|
|
|
|
|
|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Proxy, write-off of acquisition costs, and litigation settlement |
|
$ |
3.1 |
|
|
$ |
|
|
|
$ |
3.1 |
|
|
|
100.0 |
% |
|
$ |
3.1 |
|
|
$ |
|
|
|
$ |
3.1 |
|
|
|
100.0 |
% |
as a % of Total Revenue |
|
|
0.8 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
1.4 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
Proxy, write-off acquisition costs, and litigation settlement expenses totaled $3.1 million
combined for the second quarter of 2008:
20
|
|
|
We settled the proxy contest which resulted in one additional member to our Board of
Directors and one additional independent director to be added by March 1, 2009. Expenses
related to this proxy contest, including the solicitation of stockholders, were
approximately $4.1 million. |
|
|
|
|
We incurred expenses associated with the write-off of in-process acquisition expenses of
$1.0 million for due diligence and professional service costs in connection with
acquisitions that were being considered in the past and discussions have now been
terminated. |
|
|
|
|
We entered into a settlement agreement with Incomm Holding, Inc. and certain of its
affiliates (Incomm). As a result, we and Incomm have agreed to dissolve a related party
of our E-payment subsidiary of which we own 49%. A previous liability owed to the related
party was relieved. The net settlement, after attorney fees, was approximately $2.0
million of income. |
Depreciation and Other
Our depreciation and other expenses consist primarily of depreciation charges on our installed
service machines as well as on computer equipment and leased automobiles.
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|
|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Depreciation and other |
|
$ |
35.8 |
|
|
$ |
29.0 |
|
|
$ |
6.8 |
|
|
|
23.4 |
% |
|
$ |
18.9 |
|
|
$ |
14.5 |
|
|
$ |
4.4 |
|
|
|
30.3 |
% |
as a % of Total Revenue |
|
|
8.7 |
% |
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
8.6 |
% |
|
|
10.6 |
% |
|
|
|
|
|
|
|
|
Depreciation and other expenses increased in the six and three month periods ended June 30, 2008
compared to the six and three month periods ended June 30, 2007 primarily as a result of the
consolidation of Redboxs results and our acquisition of GroupEx in January 2008. Depreciation and
other expenses for Redbox were $11.0 million and $6.6 million for the six and three month periods
ended June 30, 2008, respectively. Depreciation and other expenses for GroupEx were $0.4 million
and $0.2 million, respectively, for the six and three month periods ended June 30, 2008,
respectively. The increase of depreciation and other expenses from the acquisitions were offset by
the decrease in our Coin and Entertainment services in the amount of $5.6 million and $3.1 million
for the six and three month periods, primarily due to the write-off of fixed assets in connection
with our asset impairment charge in the fourth quarter of 2007. The remaining increases were from
our E-payment services and Money Transfer service due to the increase in installed base of the
machines.
Amortization of Intangible Assets
Our amortization expense consists of amortization of intangible assets, which are mainly
comprised of the value assigned to our acquired retailer relationships and, to a lesser extent,
internally developed software.
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|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Amortization of intangible assets |
|
$ |
4.6 |
|
|
$ |
3.6 |
|
|
$ |
1.0 |
|
|
|
27.8 |
% |
|
$ |
2.3 |
|
|
$ |
1.8 |
|
|
$ |
0.5 |
|
|
|
27.8 |
% |
as a % of Total Revenue |
|
|
1.1 |
% |
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
1.0 |
% |
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
Amortization expense increased in the six and three month periods ended June 30, 2008 compared
to the six and three month periods ended June 30, 2007 primarily as a result of intangible assets
derived from our acquisitions.
Other Income and Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month Periods Ended June 30, |
|
Three Month Periods Ended June 30, |
(In millions, except percentages) |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
2008 |
|
2007 |
|
$ Chng |
|
% Chng |
|
|
|
Interest income and other (expense), net |
|
$ |
(1.1 |
) |
|
$ |
0.2 |
|
|
$ |
(1.3 |
) |
|
|
-650.0 |
% |
|
$ |
(0.3 |
) |
|
$ |
0.2 |
|
|
$ |
(0.5 |
) |
|
|
-250.0 |
% |
Interest expense |
|
$ |
(10.8 |
) |
|
$ |
(8.1 |
) |
|
$ |
(2.7 |
) |
|
|
33.3 |
% |
|
$ |
(5.9 |
) |
|
$ |
(4.1 |
) |
|
$ |
(1.8 |
) |
|
|
43.9 |
% |
Loss (Income) from equity investments |
|
$ |
(0.3 |
) |
|
$ |
(1.4 |
) |
|
$ |
1.1 |
|
|
|
-78.6 |
% |
|
$ |
0.2 |
|
|
$ |
(1.1 |
) |
|
$ |
1.3 |
|
|
|
-118.2 |
% |
Minority interest |
|
$ |
(7.4 |
) |
|
$ |
|
|
|
$ |
(7.4 |
) |
|
|
100.0 |
% |
|
$ |
(4.3 |
) |
|
$ |
|
|
|
$ |
(4.3 |
) |
|
|
100.0 |
% |
Interest income and other expense, net decreased in the six and three month periods ended June 30,
2008 as compared to the six and three month periods ended June 30, 2007 primarily due to the impact
from the unfavorable movement of foreign exchange rates in our foreign subsidiaries during 2008.
Interest expense increased in the six and three month periods ended June 30, 2008 as compared
to the six and three month periods ended June 30, 2007 primarily due to higher outstanding debt
balances.
21
Loss from equity investments decreased in the six and three month periods ended June 30, 2008
as compared to the six and three month periods ended June 30, 2007 primarily as a result of the
consolidation of Redboxs results beginning in the first quarter of 2008.
Minority interest for the six and three month periods ended June 30, 2008 represents the
operating results for the 49% stake in Redbox that we do not own.
Income Tax Expense
The income tax provision for the six month periods ended June 30, 2008 and 2007 reflects an
effective tax rate of 48.6% and 46.9%, respectively. These rates differ from the federal statutory
rate primarily due to the effect of U.S. state taxes and losses in the United Kingdom that do not
provide tax benefits currently. The effective rate also includes implications from the application
of SFAS 123R with respect to incentive stock options.
Liquidity and Capital Resources
Cash and Liquidity
Our business involves collecting and processing large volumes of cash, most of it in the form
of coins. We present three categories of cash on our balance sheet: cash and cash equivalents, cash
in machine or in transit, and cash being processed.
As of June 30, 2008, we had cash and cash equivalents, cash in machine or in transit, and cash
being processed totaling $222.3 million. This consisted of cash and cash equivalents immediately
available to fund our operations of $56.0 million, cash in machine or in transit of $35.4 million
and cash being processed of $130.9 million (which relates to our partner payable liability and
payable to our money transfer agents as recorded in accrued payable to retailers and agents in
the Consolidated Balance Sheet). Working capital was $63.7 million as of June 30, 2008, compared
with $104.7 million as of December 31, 2007. The decrease in working capital was primarily the
result of our acquisition of GroupEx and our increased ownership percentage of Redbox, which, as a
result required the consolidation of Redboxs results from the effective date of January 18, 2008.
In addition, the decrease is due to the timing of payments to our vendors and retailers.
Net cash provided by operating activities was $61.8 million for the six months ended June 30,
2008, compared to net cash provided by operating activities of $27.5 million for the six months
ended June 30, 2007. Cash provided by operating activities increased primarily as a result of an
increase in income net of non-cash transactions on our Consolidated
Statement of Operations of $22.3 million. The increase of $22.3 million resulted mostly from
increases in depreciation and other, amortization, deferred income taxes, write-off of acquisition
costs, and minority interest of $7.4 million resulting from the acquisition of Redbox. In addition,
cash used by our operating assets and liabilities of $5.6 million for the six months ended June 30,
2008 decreased compared to cash used by operating assets and
liabilities of $17.6 million for the six
months ended June 30, 2007. Cash used by our operating assets and liabilities decreased mainly due
to the timing of payments to our retailers and the collection of our telecommunication fee refund
that was recorded in 2007 but not collected until 2008.
Net cash used by investing activities for the six months ended June 30, 2008 was $95.7 million
compared to $52.1 million in the comparable prior year period. Net cash used by investing
activities consisted primarily of capital expenditures and the acquisitions of GroupEx and Redbox
in January 2008. The increase in capital expenditures year-over-year is primarily a result of the
installation of coin and DVD machines, upgrades to our machines, and other corporate infrastructure
costs.
Net cash provided by financing activities for the three months ended June 30, 2008 was $57.7
million compared to cash provided of $3.3 million in the comparable prior year period. In 2008,
net cash provided by financing activities represented the borrowings on our credit facility of
$254.5 million, proceeds of employee stock option exercises of $8.1 million, and the excess tax
benefit from exercise of stock options of $0.5 million, offset by cash used to make principal
payments on debt of $205.4 million. Net cash provided by financing activities for the six months
ended June 30, 2007, was $3.3 million. This amount represented cash used to make a scheduled
principal payment of $1.0 million on our term loan, our capital lease payments of $3.7 million and
repurchase of our common stock of $3.5 million, offset by net proceeds from the exercise of stock
options of $2.7 million, additional borrowings on our credit facility of $7.0 million, and the
excess tax benefit from exercise of stock options of $1.8 million.
Credit Facility
On November 20, 2007, we entered into a senior secured revolving line of credit facility,
which replaced a prior credit facility, providing advances up to $400.0 million for (i) revolving
loans, (ii) swingline advances subject to a sublimit of $25.0
22
million, and (iii) the issuance of
letters of credit in our behalf subject to a sublimit of $50.0 million. We may, subject to
applicable conditions, request an increase in the revolving line of credit facility up to an
aggregate of an additional $50.0 million. Fees for this facility of approximately $1.7 million are
being amortized over the 5-year life of the revolving line of credit facility. We amortize deferred
financing fees on a straight-line basis which approximates the effective interest method. The
credit facility matures on November 20, 2012, at which time all outstanding borrowings must be
repaid and all outstanding letters of credit must have been cash collateralized. Our obligations
under the revolving line of credit facility are secured by a first priority security interest in
substantially all of our assets and the assets of our domestic subsidiaries, as well as a pledge of
a substantial portion of our subsidiaries capital stock. As of June 30, 2008, our outstanding
revolving line of credit balance was $314.0 million.
During the first quarter of 2008, we entered into an interest rate swap agreement with Wells
Fargo bank for a notional amount of $150 million to hedge against the potential impact on earnings
from the increase in market interest rates associated with the interest payments on our
variable-rate revolving credit facility. Under the interest rate swap agreement, we receive or
make payments on a quarterly basis, based on the differential between a specific interest rate and
three-month LIBOR. This interest rate swap is accounted for as a cash flow hedge in accordance
with FAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. As of June 30, 2008, the change in the fair value of the
swap, which was $2.5 million, was recorded in other comprehensive income, net of tax of $1.2
million, with the corresponding adjustment to the other current asset in our consolidated financial
statements. The swap will mature on March 20, 2011.
Subject to applicable conditions, we may elect interest rates on our revolving borrowings
calculated by reference to (i) the British Bankers Association LIBOR rate (the BBA LIBOR Rate)
fixed for given interest periods or (ii) Bank of Americas prime rate (or, if greater, the average
rate on overnight federal funds plus one half of one percent) (the Base Rate), plus a margin
determined by our consolidated leverage ratio. For swing line borrowings, we will pay interest at
the Base Rate, plus a margin determined by our consolidated leverage ratio. For borrowings made
with the BBA LIBOR Rate, the margin ranges from 75 to 175 basis points, while for borrowings made
with the Base Rate, the margin ranges from 0 to 50 basis points. As of June 30, 2008, our weighted
average interest rate on the revolving line of credit facility was 4.1%.
The credit facility contains standard negative covenants and restrictions on actions
including, without limitation, restrictions on indebtedness, liens, fundamental changes or
dispositions of our assets, payments of dividends or common stock repurchases, capital
expenditures, investments, and mergers, dispositions and acquisitions, among other restrictions. In
addition, the credit agreement requires that we meet certain financial covenants, ratios and tests,
including maintaining a maximum consolidated leverage ratio and a minimum interest coverage ratio,
as defined in the credit agreement. As of June 30, 2008, we were in compliance with all covenants.
As of June 30, 2008, we had five irrevocable standby letters of credit that totaled $11.9
million. These standby letters of credit, which expire at various times through December 2008, are
used to collateralize certain obligations to third parties. Prior to and as of June 30, 2008, no
amounts have been, or are outstanding under these standby letters of credit.
We believe our existing cash, cash equivalents and amounts available to us under our credit
facility will be sufficient to fund our cash requirements and capital expenditure needs for at
least the next 12 months. After that time, the extent of additional financing needed, if any, will
depend on the success of our business. If we significantly increase installations beyond planned
levels or if coin-counting machine volumes generated or entertainment services machine plays are
lower than historical levels, our cash needs may increase. Furthermore, our future capital
requirements will depend on a number of factors, including cash required by future acquisitions,
consumer use of our services, the timing and number of machine installations, the number of
available installable machines, the type and scope of service enhancements and the cost of
developing potential new product and service offerings and enhancements.
Redbox Debt
As of June 30, 2008, included in our consolidated financial statements was debt associated with
Redbox totaling $36.8 million, of which $11.3 million was a promissory note owed to GetAMovie, Inc.
(GAM), a third party vendor, and $25.5 million related to a Rollout Purchase, License and Service
Agreement (the Rollout Agreement) with McDonalds USA. This debt is not contractually guaranteed
by Coinstar, Inc.
In May 2007, Redbox entered into the individual promissory note agreement with GAM. The promissory
note provided Redbox with $10.0 million and carried an effective interest rate of 11.0% per year.
Accrued interest of $1.3 million at June 30, 2008 becomes payable to GAM on May 1, 2009, and
thereafter, will be paid quarterly, in arrears, with a final payment consisting of the principal
and any accrued interest on May 1, 2010.
In November 2006, Redbox and McDonalds USA entered into the Rollout agreement for which they
subsequently received proceeds. The proceeds under the Rollout agreement are classified as debt
and the interest rate is based on similar rates that Redbox has with its kiosk sale-leaseback
transactions. Future payments made to McDonalds USA over the contractual term of the agreement,
which is 5 years, will reduce the accrued interest liability and principal.
Off-Balance Sheet Arrangements
As of June 30, 2008, off-balance sheet arrangements are comprised of our operating leases and
letters of credit as disclosed in Note 8 to our Consolidated Financial Statements included in our
Fiscal 2007 Annual Report on Form 10-K. We have no other off-balance sheet arrangements that have
had or are reasonably likely to have a material current or future effect on our financial condition
or consolidated financial statements.
Contractual Obligations
There have been no material changes during the period covered by this report, outside of the
ordinary course of our business, to the contractual obligations specified in the table of
contractual obligations included in the section Managements Discussion and Analysis of Financial
Condition and Results of Operations included in our Fiscal 2007
Annual Report on Form 10-K with the exception of $25.9 million in
total capital lease obligations and $36.8 million in total debt
obligations for Redbox.
23
Quarterly Financial Results
The following table sets forth selected unaudited quarterly financial information for the last
eight quarters. This information has been prepared on the same basis as our audited consolidated
financial statements and includes, in the opinion of management, all normal and recurring
adjustments that management considers necessary for a fair presentation of the quarterly results
for the periods. The operating results for any quarter are not necessarily indicative of the
results for future periods. Certain reclassifications have been made to the prior year balances to
conform to the current year presentation.
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|
|
|
|
|
|
|
|
|
|
|
|
|
Three Month Periods Ended |
|
|
|
June 30, |
|
|
March 31, |
|
|
Dec. 31, |
|
|
Sept. 30, |
|
|
June 30, |
|
|
March 31, |
|
|
Dec. 31, |
|
|
Sept. 30, |
|
|
|
2008 |
|
|
2008 (1) |
|
|
2007 (2) |
|
|
2007 (3) |
|
|
2007 |
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
(in thousands, except per share data) |
|
|
|
(unaudited) |
|
Consolidated Statement of Operations: |
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|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
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|
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|
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Revenue |
|
$ |
219,903 |
|
|
$ |
190,519 |
|
|
$ |
133,314 |
|
|
$ |
143,291 |
|
|
$ |
137,356 |
|
|
$ |
132,336 |
|
|
$ |
138,047 |
|
|
$ |
140,036 |
|
Expenses: |
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating |
|
|
152,009 |
|
|
|
132,610 |
|
|
|
85,112 |
|
|
|
86,721 |
|
|
|
92,570 |
|
|
|
91,639 |
|
|
|
92,792 |
|
|
|
91,389 |
|
Marketing |
|
|
3,815 |
|
|
|
2,803 |
|
|
|
2,009 |
|
|
|
5,650 |
|
|
|
2,614 |
|
|
|
1,626 |
|
|
|
5,481 |
|
|
|
4,626 |
|
Research and development |
|
|
1,175 |
|
|
|
1,246 |
|
|
|
1,070 |
|
|
|
1,397 |
|
|
|
1,345 |
|
|
|
1,341 |
|
|
|
1,155 |
|
|
|
1,457 |
|
General and administrative |
|
|
23,206 |
|
|
|
19,796 |
|
|
|
13,857 |
|
|
|
15,685 |
|
|
|
13,404 |
|
|
|
12,247 |
|
|
|
13,033 |
|
|
|
13,984 |
|
Depreciation and other |
|
|
18,855 |
|
|
|
16,971 |
|
|
|
14,724 |
|
|
|
15,100 |
|
|
|
14,549 |
|
|
|
14,468 |
|
|
|
13,272 |
|
|
|
13,410 |
|
Amortization of intangible assets |
|
|
2,298 |
|
|
|
2,342 |
|
|
|
1,962 |
|
|
|
1,813 |
|
|
|
1,817 |
|
|
|
1,739 |
|
|
|
1,722 |
|
|
|
1,661 |
|
Impairment and excess inventory charges |
|
|
|
|
|
|
|
|
|
|
65,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proxy, write-off of acquisition costs,
and litigation settlement |
|
|
3,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
15,461 |
|
|
|
14,751 |
|
|
|
(50,640 |
) |
|
|
16,925 |
|
|
|
11,057 |
|
|
|
9,276 |
|
|
|
10,592 |
|
|
|
13,509 |
|
Interest income and other (expense), net |
|
|
(264 |
) |
|
|
(869 |
) |
|
|
292 |
|
|
|
1,808 |
|
|
|
173 |
|
|
|
75 |
|
|
|
165 |
|
|
|
487 |
|
Interest expense |
|
|
(5,906 |
) |
|
|
(4,916 |
) |
|
|
(4,605 |
) |
|
|
(4,365 |
) |
|
|
(4,125 |
) |
|
|
(3,974 |
) |
|
|
(3,910 |
) |
|
|
(4,120 |
) |
(Loss) income from equity investments and other... |
|
|
243 |
|
|
|
(580 |
) |
|
|
472 |
|
|
|
2,217 |
|
|
|
(1,101 |
) |
|
|
(255 |
) |
|
|
(118 |
) |
|
|
(443 |
) |
Minority interest |
|
|
(4,269 |
) |
|
|
(3,173 |
) |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Early retirement of debt |
|
|
|
|
|
|
|
|
|
|
(1,794 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Income (loss) before income taxes |
|
|
5,265 |
|
|
|
5,213 |
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|
|
(56,275 |
) |
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|
16,585 |
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|
|
6,004 |
|
|
|
5,122 |
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|
|
6,729 |
|
|
|
9,433 |
|
Income taxes |
|
|
(2,585 |
) |
|
|
(2,512 |
) |
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|
19,053 |
|
|
|
(7,520 |
) |
|
|
(2,656 |
) |
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|
(2,566 |
) |
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|
(1,689 |
) |
|
|
(4,144 |
) |
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|
Net income (loss) |
|
$ |
2,680 |
|
|
$ |
2,701 |
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|
$ |
(37,222 |
) |
|
$ |
9,065 |
|
|
$ |
3,348 |
|
|
$ |
2,556 |
|
|
$ |
5,040 |
|
|
$ |
5,289 |
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|
|
|
Net income (loss) per share: |
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Basic |
|
$ |
0.10 |
|
|
$ |
0.10 |
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|
$ |
(1.34 |
) |
|
$ |
0.33 |
|
|
$ |
0.12 |
|
|
$ |
0.09 |
|
|
$ |
0.18 |
|
|
$ |
0.19 |
|
Diluted |
|
$ |
0.09 |
|
|
$ |
0.10 |
|
|
$ |
(1.34 |
) |
|
$ |
0.32 |
|
|
$ |
0.12 |
|
|
$ |
0.09 |
|
|
$ |
0.18 |
|
|
$ |
0.19 |
|
|
|
|
(1) |
|
In the first quarter of 2008, we acquired GroupEx and the majority ownership interest of
Redbox. |
|
(2) |
|
In the fourth quarter of 2007, we recorded an impairment and excess inventory charge.
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|
(3) |
|
In the third quarter of 2007, we recognized a telecommunication fee refund. |
Seasonality
We have historically experienced seasonality in our revenues with higher revenues in the
second half of the year than in the first half of the year. Our Coin services generally experiences
its highest revenues in the third calendar quarter, followed by the fourth calendar quarter, and
relatively lower revenues in the first half of the year. Our Money Transfer and E-payment services
generally provide its highest revenue in the fourth quarter. Our DVD services generate lower
revenues in the second quarter due in part to improved weather and daylight saving time. We have
not experienced significant seasonality in our entertainment services. We expect our results of
operations will continue to fluctuate as a result of seasonal fluctuations and our revenue mix
between relatively higher margin Coin and Entertainment and DVD services, and relatively lower
margin E-payment and Money Transfer services.
24
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with United States
generally accepted accounting principles (GAAP). Preparation of these statements requires
management to make judgments and estimates. We base our estimates on historical experience and on
other assumptions that we believe to be reasonable under the present circumstances. A summary of
significant accounting policies and a description of accounting policies that are considered
critical may be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007
at Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations.
There have been no material changes to the critical accounting policies previously disclosed in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The following discussion about our market risk involves forward-looking statements. Actual
results could differ from those projected in our forward-looking statements.
We are subject to the risk of fluctuating interest rates in the normal course of business,
primarily as a result of our credit agreement with a syndicate of lenders led by Bank of America,
N.A. and investment activities that generally bear interest at variable rates. Because our
investments have maturities of three months or less, and our credit facility interest rates are
based upon either the LIBOR, prime rate or base rate plus an applicable margin, we believe that the
risk of material loss is low and that the carrying amount of these balances approximates fair
value.
Based on our outstanding revolving line of credit obligations of $314.0 million as of June 30,
2008, an increase of 1.0% in interest rates over the next year would increase our annualized
interest expense by approximately $1.6 million, net of a $1.5 million offset resulting from our
interest rate swap agreement; a decrease of 1.0% in interest rates over the next year would
decrease our annualized interest expense by approximately $1.6 million, net of a $1.5 million
offset resulting from our interest rate swap agreement. Such potential increases or decreases are
based on certain simplified assumptions, including an immediate, across-the-board increase or
decrease in the level of interest rates with no other subsequent changes for the remainder of the
periods. In 2008, we have hedged a portion of our interest rate risk by entering into an interest
rate swap with a notional amount of $150 million. This interest rate swap converts a portion of
our variable 3-month LIBOR rate financing into a fixed interest rate financing. This fixed
interest rate swap reduces the effect of fluctuations in the market interest rates. The agreement
matures on March 20, 2011.
We are further subject to the risk of foreign exchange rate fluctuation in the normal course
of business as a result of our operations in the United Kingdom, Ireland, Europe, Canada and
Mexico.
Item 4. Controls and Procedures
We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Management,
with the participation of our chief executive officer and chief financial officer, has evaluated
the effectiveness of the design and operation of our disclosure controls and procedures as of the
end of the period covered by this report and has determined that such disclosure controls and
procedures are effective.
We also maintain a system of internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act). No changes in our internal control over financial
reporting occurred during the quarter ended June 30, 2008, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In April 2007, we received a request for arbitration filed by ScanCoin AB (ScanCoin) before
the Arbitration Institute of the Stockholm Chamber of Commerce regarding ownership of intellectual
property related to an agreement between Coinstar and ScanCoin dated April 23, 1993. The parties
have selected arbitrators, and we advanced partial payment for the arbitration. In August 2007, we
received ScanCoins statement of claim and we responded with our statement of defense in November
2007. ScanCoin seeks a declaration of ownership of over 70 of our patents and patent applications
related to our coin-counting machines, as well as monetary damages of approximately $8 million,
plus interest. The arbitration is scheduled for November 2008. We believe that ScanCoins claims
against us are without merit and intend to defend ourselves
25
vigorously in this arbitration. In
October 2007, we filed a claim in United States District Court for the Northern District of
Illinois against ScanCoin North America alleging that it is infringing on a patent we own
relating to self-service coin machines. ScanCoin North America has moved to stay the case pending
resolution of the arbitration.
Item 1A. Risk Factors
There have been no material changes from risk factors previously disclosed in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007 and our Quarterly Report on Form
10-Q for the quarter ended March 31, 2008.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Under the terms of our credit facility, we are permitted to repurchase up to (i) $25.0 million
of our common stock plus (ii) proceeds received after November 20, 2007, from the issuance of new
shares of capital stock under our employee equity compensation plans. Subsequent to November 20,
2007 and as of June 30, 2008, the authorized cumulative proceeds received from option exercises or
other equity purchases under our equity compensation plans totaled $8.7 million bringing the total
authorized for purchase under our credit facility to $33.7 million. After taking into consideration
our share repurchases of $6.5 million subsequent to November 20, 2007, the remaining amount
authorized for repurchase under our credit facility is $27.2 million as of June 30, 2008, however
we will not exceed our repurchase limit authorized by the board of directors as outlined below.
Apart from our credit facility limitations, our board of directors authorized the repurchase
of up to $22.5 million of our common stock plus additional shares equal to the aggregate amount of
net proceeds received after January 1, 2003, from our employee equity compensation plans. As of
June 30, 2008, this authorization allows us to repurchase up to $23.4 million of our common stock.
Item 4. Submission of Matters to a Vote of Security Holders
At our Annual Meeting of Stockholders held on June 3, 2008, the following actions were taken:
1. Election of Directors.
|
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|
|
|
|
|
|
|
For |
|
Withheld |
Deborah L. Bevier |
|
|
22,716,690 |
|
|
|
62,764 |
|
David M. Eskenazy |
|
|
22,725,190 |
|
|
|
54,264 |
|
Robert L. Sznewajs |
|
|
22,724,690 |
|
|
|
54,764 |
|
2. To ratify the appointment of KPMG LLP as our independent auditors for the fiscal year
ending December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Withheld |
|
Abstain |
|
|
|
24,389,091 |
|
|
|
44,142 |
|
|
|
4,337 |
|
Item 5. Other Information
In May 2008, Coinstar announced it will commence prior to the end of 2008 a director selection
process pursuant to which Coinstar will increase the size of its Board of Directors by one member
and, to fill that vacancy, appoint an independent director selected by the Board no later than
March 1, 2009.
Coinstar will solicit its major stockholders for submissions of, and input regarding,
candidates to be considered for nomination as a new independent director on the Board. The
Nominating and Governance Committee, which is comprised solely of independent directors, will
review the resumes and qualifications of all candidates submitted for nomination. The Nominating
and Governance Committee will consider, among other things, the director candidates overall
qualifications and background, as well as any specialized experience serving as an independent
director of a public company or having executive or board positions in the chain retail store
environment, other significant areas of Coinstars customer base, electronic money transfer, or
other businesses that are part of, or complementary with, the 4th Wall businesses. The Nominating
and Governance Committee will select one person from the pool of candidates who will be presented
to the Board for consideration for appointment as a new independent director.
26
The Board will evaluate the person selected for appointment and, taking into consideration the
recommendation of the Nominating and Governance Committee, either appoint the person to the Board
or direct the Nominating and Governance Committee to identify another candidate from the same pool
submitted by the major stockholders. The Board shall nominate and support the new independent
director for re-election to the Board at the 2009 Annual Meeting as a director whose term shall
expire at the 2012 Annual Meeting of Stockholders (or if Coinstar destaggers the Board at any time
prior to the 2012 Annual Meeting, it shall include the new director in its slate of nominees at
every meeting of stockholders at which directors are elected prior to the 2012 Annual Meeting).
Item 6. Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
3.1
|
|
Amended and Restated Bylaws of Coinstar, Inc. (effective April 3, 2008). (1) |
|
|
|
4.1
|
|
Amendment to the Rights Agreement, dated as of April 17, 2008, between Coinstar, Inc. and
Computershare Trust Company N.A. (2) |
|
|
|
10. 1
|
* |
Form of Employment Agreement to be effective April 7, 2008 between Coinstar, Inc. and Paul Davis. (3) |
|
|
|
10. 2
|
* |
Employment Offer Letter for Paul Davis dated March 20, 2008. (3) |
|
|
|
10. 3
|
* |
Form of Change of Control Agreement to be effective April 7, 2008 between Coinstar, Inc. and Paul
Davis. (3) |
|
|
|
10. 4
|
|
Agreement dated May 28, 2008 by and among Coinstar and the Shamrock Group. (4) |
|
|
|
10.5
|
* |
2008 Incentive Compensation Plan. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
* |
|
Indicates a management contract or compensatory plan or arrangement. |
|
(1) |
|
Incorporated by reference to the Registrants Form 8-K filed on April 3, 2008 (File Number
000-22555) |
|
(2) |
|
Incorporated by reference to the Registrants Form 8-K filed on April 22, 2008 (File Number
000-22555) |
|
(3) |
|
Incorporated by reference to the Registrants Form 8-K filed on April 4, 2008 (File Number
000-22555) |
|
(4) |
|
Incorporated by reference to the Registrants Form 8-K filed on May 29, 2008 (File Number
000-22555) |
27
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 thereunto duly authorized.
|
|
|
|
|
|
Coinstar, Inc.
|
|
|
By: |
/s/ BRIAN V. TURNER
|
|
|
|
Brian V. Turner |
|
|
|
Chief Financial Officer August 7, 2008 |
|
|
28