BELLEVUE, Wash., Oct. 29, 2015 /PRNewswire/ -- Outerwall Inc. (Nasdaq: OUTR) today reported financial results for the third quarter ended September 30, 2015.

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"Our performance in the third quarter underscores our ability to drive the bottom-line," said Erik E. Prusch, Outerwall's chief executive officer. "Redbox was challenged by the lowest theatrical box office in four years for Redbox titles and revenue was lower than we expected. However, we continued to control costs and create efficiencies as our Redbox and Coinstar businesses generated solid margins and cash flow. We remain focused on moving ecoATM to profitability as quickly as possible and made progress in a number of key operational areas due to our deliberate efforts to reduce costs. We are also determined to prudently drive top-line performance and are working on multiple fronts to make that happen."



                            2015                    2014          Change

                  Third Quarter            Third Quarter                %
                  -------------            -------------               ---

    GAAP
     Results

    --
     Consolidated
     revenue                $512.1 million               $549.9 million    (6.9)%

    --
     Income
     from
     continuing
     operations              $37.6 million                $22.1 million     69.9%

    -- Net
     income                  $37.3 million                $17.9 million    108.7%

    --
     Diluted
     earnings
     from
     continuing
     operations
     per
     common
     share*                  $2.12                        $1.12             89.3%

    -- Net
     cash
     provided
     by
     operating
     activities              $85.6 million                $49.6 million     72.4%


    Core
     Results**

    --
     Core
     adjusted
     EBITDA
     from
     continuing
     operations             $119.7 million               $115.9 million      3.3%

    --
     Core
     diluted
     EPS
     from
     continuing
     operations*             $2.21                        $1.67             32.3%

    --
     Free
     cash
     flow                    $65.6 million                $30.3 million    116.3%



    *Beginning in the first quarter
     of 2015, the company applied
     the two-class method of
     calculating earnings per share
     for its GAAP results because
     the impact of unvested
     restricted shares as a
     percentage of total common
     shares outstanding became more
     dilutive given the level of
     stock repurchases over the
     prior year. Core diluted EPS
     from continuing operations
     continues to be reported under
     the treasury stock method.

    **Refer to Appendix A for a
     discussion of Use of Non-GAAP
     Financial Measures and Core and
     Non-Core Results.

Highlights from the third quarter 2015 include:


    --  The company continued to focus on effectively managing expenses across
        the enterprise, delivering 3.3% year-over-year growth in core adjusted
        EBITDA from continuing operations despite revenue decreasing 6.9%
    --  Core diluted EPS from continuing operations increased 32.3% to $2.21
        reflecting increased profitability and a lower share count
    --  Repurchased 938,586 shares of common stock for $60.8 million
    --  Generated 116.3% growth in free cash flow (FCF) to $65.6 million
        bringing the year-to-date total to $206.6 million

"Our continued focus on operational excellence drove strong third quarter results, with significant year-over-year increases in free cash flow, core adjusted EBITDA and core diluted EPS," said Galen C. Smith, Outerwall's chief financial officer. "We generated more than $65.6 million in free cash flow during the quarter, an increase of 116.3 percent from the third quarter last year. We continued our balanced approach to capital allocation and repurchased more than 900,000 shares in the quarter, or 5.2 percent of shares outstanding. We remain on track to uphold our commitment of returning 75 to 100 percent of annual free cash flow to shareholders directly through share repurchases and quarterly cash dividends."

Smith continued: "Our performance in the quarter demonstrates our ability to continue delivering strong financial results despite exceptionally weak content that impacted revenue and rentals in our Redbox business. We will continue driving Outerwall's financial performance, managing expenses and improving profitability to both reinvest in the business and enhance the bottom-line."

CONSOLIDATED RESULTS

GAAP Results

Consolidated revenue for the third quarter of 2015 was $512.1 million compared with $549.9 million in the third quarter of 2014. The $37.8 million decrease was due primarily to a $39.7 million decrease in revenue from Redbox driven by a decline in rentals and the removal of underperforming kiosks, partially offset by the price increases for movie content implemented in December 2014. Movie rentals were impacted primarily by lower total box office of movie titles released including seven fewer titles, the timing of the release slate, a higher impact from secular decline in the physical market and lower demand from price-sensitive customers following the price increases which is heightened in periods of weak content. Revenue from the ecoATM and Coinstar segments increased by $1.2 million and $0.6 million, respectively, in the third quarter of 2015 compared with the third quarter of 2014.

Income from continuing operations for the third quarter of 2015 was $37.6 million, or $2.12 of diluted earnings from continuing operations per common share, compared with income from continuing operations of $22.1 million, or $1.12 of diluted earnings from continuing operations per common share, in the third quarter of 2014. The increases were primarily due to an increase in operating income from the Redbox and Coinstar segments, as a result of lower direct operating expenses, lower kiosk related depreciation, and ongoing cost reduction initiatives.

Net cash provided by operating activities increased 72.4% to $85.6 million in the third quarter of 2015, compared with $49.6 million in the third quarter of 2014. The increase was primarily due to a decrease in net cash outflows from changes in working capital.

Cash capital expenditures for the third quarter of 2015 increased 3.4% to $19.9 million, compared with $19.3 million in the third quarter of 2014, as the result of timing of ongoing investments in the businesses.

Core Results

Core adjusted EBITDA from continuing operations for the third quarter of 2015 was $119.7 million, an increase of $3.8 million, or 3.3%, compared with $115.9 million for the third quarter of 2014. The increase was primarily due to increased segment operating income from the Redbox and Coinstar segments.

Core diluted EPS from continuing operations for the third quarter of 2015 was $2.21, an increase of 32.3% compared with $1.67 per diluted share in the third quarter of 2014. The increase was primarily attributable to increased segment operating income from the Redbox and Coinstar segments, and a reduction in the number of weighted average shares used in the diluted per share calculation due to stock repurchases. Non-core adjustments in the third quarter of 2015 totaled $0.05 compared with $0.51 in the third quarter of 2014.

Free cash flow for the third quarter of 2015 was $65.6 million, an increase of $35.3 million, or 116.3%, compared with $30.3 million in the third quarter of 2014, primarily driven by higher net operating cash flow.

SEGMENT RESULTS

Redbox

Redbox segment revenue for the third quarter of 2015 was $395.4 million compared with $435.1 million in the third quarter of 2014. The decrease of $39.7 million reflects $35.8 million attributed to a decline in total disc rentals and $3.9 million related to a decrease in revenue from kiosks removed subsequent to the third quarter of 2014 as a result of continued efforts to optimize the network by removing underperforming kiosks.

Redbox generated approximately 132.6 million rentals in the third quarter of 2015, down from approximately 170.8 million rentals in the third quarter of 2014. The decline in rentals was driven by several factors, including a substantially lower box office which was 45.3% lower and included seven fewer titles than the third quarter of 2014, the timing of the release slate, a higher impact from secular decline in the physical market, lower demand from price-sensitive customers following the price increases implemented in December 2014 and January 2015, which is heightened during periods of weak content, and a decline in video game rentals due to consumer transition to new generation platforms and the limited new release titles available for the new platforms.

Net revenue per rental was $2.96 in the third quarter of 2015, an increase of $0.42, or 16.5%, from $2.54 in the third quarter of 2014. The increase in net revenue per rental was primarily the result of the impact of the increase in daily rental prices, partially offset by the expected increase in single night rental activity and lower demand from price-sensitive customers as a result of the price increases; a decrease in Blu-ray revenue primarily as a result of fewer Blu-ray releases; and a decrease in video game revenue resulting from the consumer transition to new generation platforms and a lack of new release content availability related to the transition and seasonality of publisher release schedules.

Redbox segment operating income in the third quarter of 2015 was $90.4 million, an increase of $2.1 million or 2.4%, compared with $88.3 million in the third quarter of 2014. Segment operating margin increased 260 basis points to 22.9% in the third quarter of 2015, compared with segment operating margin of 20.3% in the third quarter of 2014, primarily attributable to an improvement in gross margin related to the price increases and lower spending on content in the third quarter of 2015 due to fewer movie releases and weak content, lower games purchases due to the consumer transition to new generation platforms, and lower cost per title driven by studio mix, as well as reductions in direct operating, general and administrative and marketing expenses as the business continues to focus on operating efficiencies and aligning its cost structure with physical rental demand.

Coinstar

Coinstar segment revenue was $85.7 million, an increase of $0.6 million compared with $85.1 million in the third quarter of 2014, primarily due to an increase in the number of Coinstar Exchange kiosks and transactions and higher revenue for Coinstar in the U.S. due to increased volume.

Coinstar revenue in the U.K. and Canada in the third quarter of 2015 was negatively impacted by unfavorable exchange rates due to the strengthening of the U.S. dollar versus the British pound and Canadian dollar compared with the prior year, and largely offset the impact of the increased coin voucher product transaction fee from 8.9% to 9.9% implemented in the U.K. in August 2014.

Coinstar segment operating income was $34.5 million in the third quarter of 2015, an increase of $1.1 million, or 3.1%, compared with $33.4 million in the third quarter of 2014. Coinstar segment operating margin increased 100 basis points to 40.3% for the third quarter of 2015, compared with 39.3% in the third quarter of 2014, as the business continues to actively manage expenses and identify additional opportunities to reduce costs.

ecoATM

Revenue in the ecoATM segment was $31.0 million in the third quarter of 2015, an increase of $1.2 million, or 4.1%, compared with $29.7 million in the third quarter of 2014. This increase was primarily due to an increase in the number of ecoATM installed kiosks, increased collections and an increase in the number of value devices sold, partially offset by a lower average selling price of value devices sold, primarily due to a lower mix of higher value devices and lower collections of value devices per kiosk due to sustained carrier marketing of alternative recycling options.

While the number of overall devices sold increased 38.5% and the number of value devices sold increased 35.1% in the third quarter of 2015 compared with the third quarter of 2014, the collection of value devices on a per kiosk basis, as well as the number of higher value devices collected, declined as a result of alternative recycling options marketed by the carriers. The average selling price of value devices sold was $59.15 in the third quarter of 2015 compared with $75.95 in the third quarter of 2014.

Segment operating loss increased to $3.1 million in the third quarter of 2015, compared with $2.0 million in the third quarter of 2014, primarily due to an increase in direct operating expenses related to costs associated with the increased installed ecoATM kiosk base.

The number of installed ecoATM kiosks were 2,210 in the third quarter of 2015, an increase of 700 compared with the third quarter of 2014. As a result of the company's optimization efforts in the third quarter of 2015, ecoATM removed approximately 250 underperforming kiosks, primarily from the grocery channel, and redeployed approximately 180 kiosks into retailer locations, with the majority in the mall and mass merchant channels, for a net reduction of 50 kiosks from the second quarter.

CAPITAL ALLOCATION

On October 27, 2015, the company's board of directors declared a quarterly cash dividend of $0.30 per share expected to be paid on December 8, 2015, to all stockholders of record as of the close of business on November 23, 2015.

During the third quarter of 2015, the company repurchased 938,586 shares of common stock at an average price per share of $64.73 for a total of $60.8 million. As of September 30, 2015, there was approximately $292.7 million remaining under the company's stock repurchase authorization.

2015 ANNUAL GUIDANCE

The following table presents Outerwall's updated full-year 2015 guidance and reflects the company's third quarter results and current outlook on the remainder of the year:



    2015 FULL-YEAR GUIDANCE                            As of

    Dollars in millions, except per share
     data                                         October 29, 2015
                                                  ----------------

    Consolidated results

    Revenue                                            $2,205 - $2,240

    Core adjusted EBITDA from continuing
     operations(1)                                         $490 - $510

    Core diluted EPS from continuing
     operations(1)(2)                                    $8.82 - $9.52

    Free cash flow(1)                                      $252 - $282

    Weighted average diluted shares
     outstanding(2)                                17.67 - 17.73

    Core effective tax rate                              35.5% - 37.5%

    Segment revenue

    Redbox                                             $1,790 - $1,815

    Coinstar                                               $315 - $320

    ecoATM                                                 $100 - $105

    Capital expenditures

    Redbox                                                   $15 - $18

    Coinstar                                                 $12 - $14

    ecoATM                                                   $25 - $31

    Corporate                                                $19 - $23

    Total CAPEX                                              $71 - $86
                                                             =========

    Net kiosk installations

    Redbox                                       (1,500) - (1,700)

    Coinstar                                       (150) - (175)

    ecoATM                                           400 - 450



    (1)          Refer to Appendix A for a
                 discussion of Use of Non-GAAP
                 Financial Measures and Core and
                 Non-Core Results

    (2)          Excludes the impact of any
                 potential share repurchases for
                 the remainder of 2015

ADDITIONAL INFORMATION

Additional information regarding the company's 2015 third quarter operating and financial results and guidance is included in the company's prepared remarks, which, as well as this press release, are posted on the Investor Relations section of the corporate website at ir.outerwall.com.

CONFERENCE CALL

The company will host a conference call today at 2:30 p.m. PDT (5:30 p.m. EDT) to discuss third quarter 2015 earnings results and an update to 2015 guidance. The conference call will be webcast live and archived on the Investor Relations section of Outerwall's website at ir.outerwall.com. A recording of the call will be available approximately two hours after the call ends through November 12, 2015, at 1-855-859-2056 or 1-404-537-3406, using conference ID 46780582.

ABOUT OUTERWALL INC.

Outerwall Inc. (Nasdaq: OUTR) has more than 20 years of experience creating some of the most profitable spaces for their retail partners. The company delivers breakthrough kiosk experiences that delight consumers and generate revenue for retailers. As the company that brought consumers Redbox(®) entertainment, Coinstar(®) money services, and ecoATM(®) electronics recycling kiosks, Outerwall is leading the next generation of automated retail and paving the way for inventive, scalable businesses. Outerwall(TM) kiosks are in neighborhood grocery stores, drug stores, mass merchants, malls, and other retail locations in the United States, Canada, Puerto Rico, the United Kingdom, and Ireland. Learn more at www.outerwall.com.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "estimate," "expect," "intend," "will," "anticipate," "goals," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this release include statements regarding Outerwall Inc.'s anticipated growth and future operating results, including 2015 full year results. Forward-looking statements are not guarantees of future performance and actual results may vary materially from the results expressed or implied in such statements. Differences may result from actions taken by Outerwall Inc. or its subsidiaries, as well as from risks and uncertainties beyond Outerwall Inc.'s control. Such risks and uncertainties include, but are not limited to,


    --  competition from other entertainment providers,
    --  the ability to achieve the strategic and financial objectives for our
        entry into new businesses, including ecoATM and SAMPLEit,
    --  our ability to repurchase stock and the availability of an open trading
        window,
    --  our declaration and payment of dividends, including our board's
        discretion to change the dividend policy,
    --  the termination, non-renewal or renegotiation on materially adverse
        terms of our contracts with our significant retailers and suppliers,
    --  payment of increased fees to retailers, suppliers and other third-party
        providers, including financial service providers,
    --  the timing of new DVD releases and the inability to receive delivery of
        DVDs on the date of their initial release to the general public, or
        shortly thereafter, or in sufficient quantity, for home entertainment
        viewing,
    --  the effective management of our content library,
    --  the timing of the release slate and the relative attractiveness of
        titles in a particular quarter or year,
    --  the ability to attract new retailers, penetrate new markets and
        distribution channels and react to changing consumer demands,
    --  loss of key personnel or the inability of replacements to quickly and
        successfully perform in those new roles,
    --  the ability to generate sufficient cash flow to timely and fully service
        indebtedness and adhere to certain covenants and restrictions,
    --  the ability to adequately protect our intellectual property, and
    --  the application of substantial federal, state, local and foreign laws
        and regulations specific to our business.

The foregoing list of risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect future performance, please review "Risk Factors" described in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. These forward-looking statements reflect Outerwall Inc.'s expectations as of the date of this press release. Outerwall Inc. undertakes no obligation to update the information provided herein.

(Consolidated Financial Statements, Business Segment Information and Appendix A Follow)




                                                                                              OUTERWALL INC.

                                                                              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                                                   (in thousands, except per share data)

                                                                                                (unaudited)


                                                          Three Months Ended                                           Nine Months Ended

                                                          September 30,                                           September 30,
                                                          -------------                                           -------------

                                                     2015                  2014                      2015                               2014
                                                     ----                  ----                      ----                               ----

    Revenue                                               $512,055                                          $549,899                         $1,666,060    $1,694,188

    Expenses:

    Direct operating(1)                           340,199                           379,442                             1,115,002              1,180,818

    Marketing                                       7,131                             9,143                                23,598                 25,272

    Research and development                        1,514                             2,999                                 5,637                  9,885

    General and administrative                     47,818                            47,586                               145,157                148,790

    Restructuring and lease
     termination costs                                  -                                -                               15,851                    557

    Depreciation and other                         39,880                            46,380                               127,740                142,134

    Amortization of intangible
     assets                                         3,308                             3,665                                 9,926                 11,347

    Goodwill impairment                                 -                                -                               85,890                      -
                                                      ---                              ---                               ------                    ---

    Total expenses                                439,850                           489,215                             1,528,801              1,518,803
                                                  -------                           -------                             ---------              ---------

    Operating income                               72,205                            60,684                               137,259                175,385

    Other expense, net:

    Loss from equity method
     investments, net                               (328)                         (11,352)                                (593)              (31,261)

    Interest expense, net                        (11,973)                         (12,465)                             (36,227)              (35,045)

    Other, net                                    (1,384)                          (1,352)                              (3,088)                 (386)
                                                   ------                            ------                                ------                   ----

    Total other expense, net                     (13,685)                         (25,169)                             (39,908)              (66,692)
                                                  -------                           -------                               -------                -------

    Income from continuing
     operations before income
     taxes                                         58,520                            35,515                                97,351                108,693

    Income tax expense                           (20,928)                         (13,392)                             (64,955)              (35,131)
                                                  -------                           -------                               -------                -------

    Income from continuing
     operations                                    37,592                            22,123                                32,396                 73,562

    Loss from discontinued
     operations, net of tax                         (256)                          (4,233)                              (5,077)              (10,744)

    Net income                                     37,336                            17,890                                27,319                 62,818

    Foreign currency
     translation adjustment(2)                    (1,651)                            (695)                                1,676                  (156)
                                                   ------                              ----                                 -----                   ----

    Comprehensive income                                   $35,685                                           $17,195                            $28,995       $62,662
                                                           =======                                           =======                            =======       =======


    Income from continuing operations
     attributable to common shares:

    Basic                                                  $36,462                                           $21,384                            $31,491       $71,268

    Diluted                                                $36,462                                           $21,392                            $31,491       $71,309


    Basic earnings (loss) per common share:

    Continuing operations                                    $2.12                                             $1.14                              $1.77         $3.43

    Discontinued operations                        (0.02)                           (0.23)                               (0.28)                (0.52)

    Basic earnings per common
     share                                                   $2.10                                             $0.91                              $1.49         $2.91
                                                             =====                                             =====                              =====         =====


    Diluted earnings (loss) per common share:

    Continuing operations                                    $2.12                                             $1.12                              $1.77         $3.37

    Discontinued operations                        (0.02)                           (0.22)                               (0.29)                (0.51)

    Diluted earnings per common
     share                                                   $2.10                                             $0.90                              $1.48         $2.86
                                                             =====                                             =====                              =====         =====


    Weighted average common shares used in basic
     and diluted per share calculations:

    Basic                                          17,220                            18,798                                17,775                 20,792

    Diluted                                        17,229                            19,021                                17,789                 21,186


    Dividends declared per
     common share                                            $0.30                                     $           -                             $0.90   $         -



    (1)              "Direct operating" excludes
                     "Depreciation and other" of $28.7
                     million and $86.7 million for the
                     three and nine months ended
                     September 30, 2015, respectively,
                     and $31.2 million and $94.3
                     million for the three and nine
                     months ended September 30, 2014,
                     respectively.


    (2)              Foreign currency translation
                     adjustment had no tax effect for
                     the three and nine months ended
                     September 30, 2015 and 2014,
                     respectively.


                                                            OUTERWALL INC.

                                                     CONSOLIDATED BALANCE SHEETS

                                                  (in thousands, except share data)

                                                             (unaudited)


                                                           September 30,               December 31,
                                                                    2015                          2014
                                                                    ----                          ----

    Assets

    Current Assets:

    Cash and cash equivalents                                                 $195,603                     $242,696

    Accounts receivable, net of
     allowances of $816 and $2,223                                23,748                          48,590

    Content library                                              126,769                         180,121

    Prepaid expenses and other current
     assets                                                       42,406                          39,837
                                                                  ------                          ------

    Total current assets                                         388,526                         511,244

    Property and equipment, net                                  341,002                         428,468

    Deferred income taxes                                          2,712                          11,378

    Goodwill and other intangible
     assets, net                                                 528,138                         623,998

    Other long-term assets                                         6,443                           8,231
                                                                   -----                           -----

    Total assets                                                            $1,266,821                   $1,583,319
                                                                            ==========                   ==========

    Liabilities and Stockholders' Equity (Deficit)

    Current Liabilities:

    Accounts payable                                                          $119,148                     $168,633

    Accrued payable to retailers                                 101,101                         126,290

    Other accrued liabilities                                    147,908                         137,126

    Current portion of long-term debt
     and other long-term liabilities                              17,868                          20,416

    Deferred income taxes                                          9,501                          21,432

    Total current liabilities                                    395,526                         473,897

    Long-term debt and other long-term
     liabilities                                                 856,275                         973,669

    Deferred income taxes                                         17,071                          38,375
                                                                  ------                          ------

    Total liabilities                                          1,268,872                       1,485,941

    Commitments and contingencies

    Stockholders' Equity (Deficit):

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

    Common stock, $0.001 par value - 60,000,000 authorized;

    36,710,717 and 36,600,166 shares issued;

     17,246,475 and 18,926,242 shares
      outstanding;                                               481,281                         473,592

    Treasury stock                                           (1,116,205)                      (996,293)

    Retained earnings                                            631,507                         620,389

    Accumulated other comprehensive
     income (loss)                                                 1,366                           (310)
                                                                   -----                            ----

    Total stockholders' equity (deficit)                         (2,051)                         97,378
                                                                  ------                          ------

    Total liabilities and stockholders'
     equity (deficit)                                                       $1,266,821                   $1,583,319
                                                                            ==========                   ==========


                                                                                                 OUTERWALL INC.

                                                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                 (in thousands)

                                                                                                  (unaudited)


                                                                Three Months Ended                                           Nine Months Ended

                                                                September 30,                                           September 30,
                                                                -------------                                           -------------

                                                         2015                    2014                      2015                     2014
                                                         ----                    ----                      ----                     ----

    Operating Activities:

    Net income                                                   $37,336                                           $17,890                            $27,319    $62,818

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

    Depreciation and other                             39,880                              47,898                               133,598                146,156

    Amortization of intangible
     assets                                             3,308                               3,671                                 9,970                 11,366

    Share-based payments expense                        4,829                               3,249                                12,021                 10,093

    Windfall excess tax benefits
     related to share-based
     payments                                            (29)                               (35)                                (715)               (1,988)

    Deferred income taxes                            (21,741)                            (2,404)                             (25,680)              (17,408)

    Restructuring and lease
     termination costs(2)                                   -                                  -                                1,680                      -

    Loss from equity method
     investments, net                                     328                              11,352                                   593                 31,261

    Amortization of deferred
     financing fees and debt
     discount                                             693                                 901                                 2,078                  3,423

    Loss from early extinguishment
     of debt                                                -                                 55                                     -                 2,018

    Goodwill impairment                                     -                                  -                               85,890                      -

    Other                                                 315                               (313)                                (501)               (1,477)

    Cash flows from changes in operating assets and
     liabilities:

    Accounts receivable, net                            9,655                              12,133                                24,732                 17,464

    Content library                                    18,546                               1,314                                53,205                 48,800

    Prepaid expenses and other
     current assets                                    17,188                               1,044                               (4,894)                23,047

    Other assets                                           84                                 611                                   406                  1,647

    Accounts payable                                 (28,383)                           (26,011)                             (46,080)              (97,006)

    Accrued payable to retailers                     (12,777)                           (21,099)                             (24,287)              (27,822)

    Other accrued liabilities                          16,327                               (629)                               17,439                (5,345)
                                                       ------                                ----                                ------                 ------

    Net cash flows from operating
     activities(1)                                     85,559                              49,627                               266,774                207,047

    Investing Activities:

    Purchases of property and
     equipment                                       (19,947)                           (19,295)                             (60,164)              (72,311)

    Proceeds from sale of property
     and equipment                                        128                                  42                                 3,068                  1,835

    Cash paid for equity
     investments                                            -                           (14,000)                                    -              (24,500)
                                                          ---                            -------                                   ---               -------

    Net cash flows used in
     investing activities(1)                         (19,819)                           (33,253)                             (57,096)              (94,976)

    Financing Activities:

    Proceeds from issuance of
     senior unsecured notes                                 -                                  -                                    -               295,500

    Proceeds from new borrowing on
     Credit Facility                                   35,000                             130,000                               147,000                635,000

    Principal payments on Credit
     Facility                                        (72,813)                           (86,875)                            (258,563)              (621,250)

    Financing costs associated
     with Credit Facility and
     senior unsecured notes                               (9)                              (824)                                  (9)               (2,906)

    Settlement and conversion of
     convertible debt                                       -                           (33,425)                                    -              (51,149)

    Repurchases of common stock                      (60,758)                           (70,598)                            (123,489)              (545,078)

    Dividends paid                                    (5,139)                                  -                             (16,158)                     -

    Principal payments on capital
     lease obligations and other
     debt                                             (2,660)                            (3,516)                              (8,938)              (10,597)

    Windfall excess tax benefits
     related to share-based
     payments                                              29                                  35                                   715                  1,988

    Withholding tax paid on
     vesting of restricted stock
     net of proceeds from exercise
     of stock options                                    (45)                               (59)                              (1,246)               (1,084)
                                                          ---                                 ---                                ------                 ------

    Net cash flows used in
     financing activities(1)                        (106,395)                           (65,262)                            (260,688)              (299,576)



                                                              Three Months Ended                                      Nine Months Ended

                                                                September 30,                                           September 30,
                                                                -------------                                           -------------

                                                         2015                    2014                      2015                     2014
                                                         ----                    ----                      ----                     ----

    Effect of exchange rate
     changes on cash                                  (1,450)                                563                                 3,917                    969
                                                       ------                                 ---                                 -----                    ---

    Change in cash and cash
     equivalents                                     (42,105)                           (48,325)                             (47,093)             (186,536)

    Cash and cash equivalents:

    Beginning of period                               237,708                             233,226                               242,696                371,437

    End of period                                               $195,603                                          $184,901                           $195,603   $184,901
                                                                ========                                          ========                           ========   ========

    Supplemental disclosure of cash flow
     information:

    Cash paid during the period
     for interest                                                $12,151                                           $12,614                            $34,997    $29,824

    Cash paid during the period
     for income taxes, net                                       $17,551                                           $14,594                            $84,447    $23,783

    Supplemental disclosure of non-cash investing
     and financing activities:

    Purchases of property and
     equipment financed by capital
     lease obligations                                              $994                                            $1,901                             $1,971     $7,414

    Purchases of property and
     equipment included in ending
     accounts payable                                             $3,422                                            $5,869                             $3,422     $5,869

    Common stock issued on
     conversion of callable
     convertible debt                                       $          -                                          $14,057                       $          -   $24,255

    Non-cash debt issue costs                               $          -                                    $           -                      $          -    $4,500



    (1)              During the first quarter of 2015 we
                     discontinued our Redbox operations
                     in Canada. 2014 also includes the
                     wind-down process of certain new
                     ventures that were discontinued
                     during 2013. Cash flows from these
                     discontinued operations are not
                     segregated from cash flows from
                     continuing operations in all
                     periods presented.


    (2)              The non-cash restructuring and
                     lease termination costs in the
                     nine months ended September 30,
                     2015 of $1.7 million is composed
                     of $6.9 million in impairments of
                     lease related assets partially
                     offset by a $5.2 million benefit
                     resulting from the lease
                     termination.

OUTERWALL INC.
BUSINESS SEGMENT AND ENTERPRISEWIDE INFORMATION
(unaudited)

Changes in our Organizational Structure

During the first quarter of 2015, we added ecoATM, our electronic device recycling business, as a separate reportable segment. Previously, the results of ecoATM along with those of other self-service concepts were included in our New Ventures segment. The combined results of the other self-service concepts, which include product sampling kiosk concept SAMPLEit, are now included in the All Other reporting category in the reconciliation below as they do not meet quantitative thresholds to be reported as a separate segment. All goodwill previously allocated to the New Ventures segment has been allocated to the ecoATM segment.

Comparability of Segment Results

We have recast prior period results for the following:


    --  Discontinued operations, consisting of our Redbox operations in Canada
        which we shut down during the first quarter of 2015; and
    --  The addition of our ecoATM segment and an All Other reporting category,
        which we added during the first quarter of 2015.

Our analysis and reconciliation of our segment information to the consolidated financial statements that follows covers our results of operations, which consists of our Redbox, Coinstar and ecoATM segments, Corporate Unallocated expenses and All Other. All Other includes the results of other self-service concepts, which we regularly assess to determine whether continued funding or other alternatives are appropriate.



                                                                                                            OUTERWALL INC.

                                                                                            BUSINESS SEGMENT AND ENTERPRISEWIDE INFORMATION

                                                                                                              (unaudited)


    Dollars in thousands

    Three Months Ended
     September 30, 2015        Redbox            Coinstar          ecoATM         All Other               Corporate                  Total
                                                                                                        Unallocated
                                                                                                                                         ---

    Revenue                             $395,372                          $85,677                                          $30,965                              $41               $           -  $512,055

    Expenses:

    Direct operating            269,022                     41,249                     28,583                                   786                   559                 340,199

    Marketing                     4,180                      1,439                      1,134                                   262                   116                   7,131

    Research and development          -                         -                     1,201                                     -                  313                   1,514

    General and administrative   31,788                      8,502                      3,105                                   933                 3,490                  47,818

    Goodwill impairment               -                         -                         -                                    -                    -                      -
                                    ---                       ---                       ---                                  ---                  ---                    ---

    Segment operating income
     (loss)                      90,382                     34,487                    (3,058)                              (1,940)              (4,478)                115,393

    Less: depreciation,
     amortization and other    (27,754)                   (7,942)                   (6,788)                                (704)                    -               (43,188)
                                -------                     ------                     ------                                  ----                   ---                -------

    Operating income (loss)      62,628                     26,545                    (9,846)                              (2,644)              (4,478)                 72,205

    Loss from equity method
     investments, net                 -                         -                         -                                    -                (328)                  (328)

    Interest expense, net             -                         -                         -                                    -             (11,973)               (11,973)

    Other, net                        -                         -                         -                                    -              (1,384)                (1,384)
                                    ---                       ---                       ---                                  ---               ------                  ------

    Income (loss) from
     continuing operations
     before income taxes                 $62,628                          $26,545                                         $(9,846)                        $(2,644)                  $(18,163)   $58,520
                                         =======                          =======                                          =======                          =======                    ========    =======


    Dollars in thousands

    Three Months Ended
     September 30, 2014        Redbox            Coinstar          ecoATM         All Other   Corporate             Total
                                                                                              Unallocated
                                                                                              -----------

    Revenue                             $435,083                          $85,074                          $29,733                            $9               $           -  $549,899

    Expenses:

    Direct operating            308,123                     42,428                     26,411                   577              1,903                 379,442

    Marketing                     5,419                      1,834                        973                   239                678                   9,143

    Research and development         15                         64                      1,360                   728                832                   2,999

    General and administrative   33,249                      7,313                      3,027                   858              3,139                  47,586
                                 ------

    Segment operating income
     (loss)                      88,277                     33,435                    (2,038)              (2,393)           (6,552)                110,729

    Less: depreciation,
     amortization and other    (36,685)                   (8,989)                   (4,297)                 (74)                 -               (50,045)
                                -------                     ------                     ------                   ---                ---                -------

    Operating income (loss)      51,592                     24,446                    (6,335)              (2,467)           (6,552)                 60,684

    Loss from equity method
     investments, net                 -                         -                         -                    -          (11,352)               (11,352)

    Interest expense, net             -                         -                         -                    -          (12,465)               (12,465)

    Other, net                        -                         -                         -                    -           (1,352)                (1,352)
                                    ---                       ---                       ---                  ---            ------                  ------

    Income (loss) from
     continuing operations
     before income taxes                 $51,592                          $24,446                         $(6,335)                     $(2,467)                  $(31,721)   $35,515
                                         =======                          =======                          =======                       =======                    ========    =======


                                                                                                                  OUTERWALL INC.

                                                                                                  BUSINESS SEGMENT AND ENTERPRISEWIDE INFORMATION

                                                                                                                    (unaudited)


    Dollars in thousands

    Nine Months Ended September
     30, 2015                   Redbox              Coinstar           ecoATM          All Other               Corporate                         Total
                                                                                                             Unallocated
                                                                                                                                                       ---

    Revenue                              $1,353,881                           $235,286                                            $76,776                                     $117                $           - $1,666,060

    Expenses:

    Direct operating             913,401                       117,870                      78,616                                   3,055                        2,060                 1,115,002

    Marketing                     13,271                         3,849                       5,013                                     840                          625                    23,598

    Research and development           -                            -                      4,206                                    (84)                       1,515                     5,637

    General and administrative    99,859                        24,065                       7,167                                   6,084                        7,982                   145,157

    Restructuring and lease
     termination costs            15,174                           550                         127                                       -                           -                   15,851

    Goodwill impairment                -                            -                     85,890                                       -                           -                   85,890
                                     ---                          ---                     ------                                     ---                         ---                   ------

    Segment operating income
     (loss)                      312,176                        88,952                   (104,243)                                 (9,778)                    (12,182)                  274,925

    Less: depreciation,
     amortization and other     (92,424)                     (24,197)                   (18,995)                                (2,050)                           -                (137,666)
                                 -------                       -------                     -------                                  ------                          ---                 --------

    Operating income (loss)      219,752                        64,755                   (123,238)                                (11,828)                    (12,182)                  137,259

    Loss from equity method
     investments, net                  -                            -                          -                                      -                       (593)                    (593)

    Interest expense, net              -                            -                          -                                      -                    (36,227)                 (36,227)

    Other, net                         -                            -                          -                                      -                     (3,088)                  (3,088)
                                     ---                          ---                        ---                                    ---                      ------                    ------

    Income (loss) from
     continuing operations
     before income taxes                   $219,752                            $64,755                                         $(123,238)                               $(11,828)                   $(52,090)    $97,351
                                           ========                            =======                                          =========                                 ========                     ========     =======


    Dollars in thousands

    Nine Months Ended September
     30, 2014                    Redbox              Coinstar           ecoATM          All Other   Corporate              Total
                                                                                                    Unallocated
                                                                                                    -----------

    Revenue                               $1,390,970                           $233,707                           $69,478                           $33                $           - $1,694,188

    Expenses:

    Direct operating              989,100                       120,354                      64,729                  1,421              5,214                1,180,818

    Marketing                      15,412                         4,397                       2,568                    620              2,275                   25,272

    Research and development           41                           486                       4,535                  2,035              2,788                    9,885

    General and administrative    105,642                        21,479                       9,470                  2,352              9,847                  148,790

    Restructuring and lease
     termination costs                534                            23                           -                     -                 -                     557
                                      ---                           ---                         ---                   ---               ---                     ---

    Segment operating income
     (loss)                       280,241                        86,968                    (11,824)               (6,395)          (20,124)                 328,866

    Less: depreciation,
     amortization and other     (114,872)                     (26,473)                   (11,821)                 (315)                 -               (153,481)
                                 --------                       -------                     -------                   ----                ---                --------

    Operating income (loss)       165,369                        60,495                    (23,645)               (6,710)          (20,124)                 175,385

    Loss from equity method
     investments, net                   -                            -                          -                     -          (31,261)                (31,261)

    Interest expense, net               -                            -                          -                     -          (35,045)                (35,045)

    Other, net                          -                            -                          -                     -             (386)                   (386)
                                      ---                          ---                        ---                   ---              ----                     ----

    Income (loss) from
     continuing operations
     before income taxes                    $165,369                            $60,495                         $(23,645)                     $(6,710)                   $(86,816)   $108,693
                                            ========                            =======                          ========                       =======                     ========    ========

APPENDIX A

Non-GAAP Financial Measures

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

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


    --  Core adjusted EBITDA from continuing operations;
    --  Core diluted earnings per share ("EPS") from continuing operations;
    --  Free cash flow; and
    --  Net debt and net leverage ratio.

These measures, the definitions of which are presented below, are non-GAAP because they exclude certain amounts which are included in the most directly comparable measure calculated and presented in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for our GAAP financial measures and may not be comparable with similarly titled measures of other companies.

Core and Non-Core Results

We distinguish our core activities, those associated with our primary operations which we directly control, from non-core activities. Non-core activities are primarily nonrecurring events or events we do not directly control. Our non-core adjustments for the periods presented include i) goodwill impairment, ii) restructuring costs (including severance and early lease termination costs and related impairment of assets) associated with actions to reduce costs in our continuing operations across the Company, iii) compensation expense for rights to receive cash issued in conjunction with our acquisition of ecoATM and attributable to post-combination services as they are fixed amount acquisition related awards and not indicative of the directly controllable future business results, iv) income or loss from equity method investments, which represents our share of income or loss from entities we do not consolidate or control, v) tax benefits related to a net operating loss adjustment, and vi) tax benefit related to worthless stock deduction ("Non-Core Adjustments").

We believe investors should consider our core results because they are more indicative of our ongoing performance and trends, are more consistent with how management evaluates our operational results and trends, provide meaningful supplemental information to investors through the exclusion of certain expenses which are either nonrecurring or may not be indicative of our directly controllable business operating results, allow for greater transparency in assessing our performance, help investors better analyze the results of our business and assist in forecasting future periods.

Core Adjusted EBITDA from continuing operations

Our non-GAAP financial measure core adjusted EBITDA from continuing operations is defined as earnings from continuing operations before depreciation, amortization and other; interest expense, net; income taxes; share-based payments expense; and Non-Core Adjustments.

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



                                            Three Months Ended                  Nine Months Ended

                                               September 30,                      September 30,
                                               -------------                      -------------

    Dollars in thousands               2015                     2014      2015                 2014
                                       ----                     ----      ----                 ----

    Net income from continuing
     operations                                $37,592                  $22,123                      $32,396   $73,562

    Depreciation, amortization and
     other                           43,188                     50,045             137,666            153,481

    Interest expense, net            11,973                     12,465              36,227             35,045

    Income taxes                     20,928                     13,392              64,955             35,131

    Share-based payments expense(1)   4,864                      3,249              12,125             10,093
                                      -----                      -----              ------             ------

    Adjusted EBITDA from continuing
     operations                     118,545                    101,274             283,369            307,312

    Non-Core Adjustments:

    Goodwill impairment                   -                         -             85,890                  -

    Restructuring costs                   -                         -             15,851                469

    Rights to receive cash issued
     in connection with the
     acquisition of ecoATM              854                      3,274               3,779             10,033

    Loss from equity method
     investments, net                   328                     11,352                 593             31,261
                                                                                     ---

    Core adjusted EBITDA from
     continuing operations                    $119,727                 $115,900                     $389,482  $349,075
                                              ========                 ========                     ========  ========



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

Core Diluted EPS from continuing operations

Our non-GAAP financial measure core diluted EPS from continuing operations is defined as diluted earnings per share from continuing operations utilizing the treasury stock method excluding non-core adjustments, net of applicable taxes.

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



                                                        Three Months Ended            Nine Months Ended

                                         September 30,                                             September 30,
                                         -------------                                             -------------

                                                       2015                2014        2015                  2014
                                                       ----                ----        ----                  ----

    Diluted EPS from continuing
     operations per common
     share (two-class method)                                  $2.12                          $1.12                  $1.77  $3.37

    Adjustment from
     participating securities
     allocation and share
     differential to treasury
     stock method(1)                                   0.04                      0.04                       0.03       0.07


    Diluted EPS from continuing
     operations (treasury stock
     method)                                           2.16                      1.16                       1.80       3.44

    Non-Core Adjustments, net of tax:(1)

    Goodwill impairment                                   -                        -                      4.78          -

    Restructuring costs                                   -                        -                      0.54       0.01

    Rights to receive cash
     issued in connection with
     the acquisition of ecoATM                         0.04                      0.14                       0.14       0.37

    Loss from equity method
     investments, net                                  0.01                      0.36                       0.02       0.89

    Tax benefit from net
     operating loss adjustment                            -                        -                         -    (0.04)

    Tax benefit of worthless
     stock deduction                                      -                     0.01                          -    (0.10)


    Core diluted EPS from
     continuing operations                                     $2.21                          $1.67                  $7.28  $4.57
                                                               =====                          =====                  =====  =====



    (1)              Non-Core Adjustments are
                     presented after-tax using the
                     applicable effective tax rate
                     for the respective periods.

A reconciliation of amounts used in calculating core diluted EPS from continuing operations in the table above is presented in the following table:



                             Three Months Ended                       Nine Months Ended

                       September 30,                                                    September 30,
                       -------------                                                    -------------

    In thousands       2015                  2014        2015                2014
                       ----                  ----        ----                ----

    Income from
     continuing
     operations
     attributable to
     common shares             $36,462                        $21,392                                 $31,491  $71,309

    Add: income from
     continuing
     operations
     allocated to
     participating
     securities       1,130                          731                     905                         2,253

    Income from
     continuing
     operations                $37,592                        $22,123                                 $32,396  $73,562
                               =======                        =======                                 =======  =======


    Weighted average
     diluted common
     shares          17,229                       19,021                  17,789                        21,186

    Add: diluted
     common
     equivalent
     shares of
     participating
     securities         142                          126                     182                           186

    Weighted average
     diluted shares
     (treasury stock
     method)         17,371                       19,147                  17,971                        21,372
                     ======                       ======                  ======                        ======

Free Cash Flow

Our non-GAAP financial measure free cash flow is defined as net cash provided by operating activities after capital expenditures. We believe free cash flow is an important non-GAAP measure as it provides additional information to users of the financial statements regarding our ability to service, incur or pay down indebtedness and repurchase our securities. A reconciliation of free cash flow to net cash provided by operating activities, the most comparable GAAP financial measure, is presented in the following table:



                         Three Months Ended                     Nine Months Ended

                           September 30,                          September 30,
                           -------------                          -------------

    Dollars in
     thousands         2015                 2014           2015                   2014
                       ----                 ----           ----                   ----

    Net cash
     provided by
     operating
     activities                $85,559                           $49,627                 $266,774  $207,047

    Purchase of
     property and
     equipment     (19,947)                      (19,295)                  (60,164)    (72,311)
                    -------                        -------                    -------      -------

    Free cash flow             $65,612                           $30,332                 $206,610  $134,736
                               =======                           =======                 ========  ========

Net Debt and Net Leverage Ratio

Our non-GAAP financial measure net debt is defined as the total face value of outstanding debt, including capital leases, less cash and cash equivalents held in financial institutions domestically. Our non-GAAP financial measure net leverage ratio is defined as net debt divided by core adjusted EBITDA from continuing operations for the last twelve months (LTM). We believe net debt and net leverage ratio are important non-GAAP measures because they:


    --  are used to assess the degree of leverage by management;
    --  provide additional information to users of the financial statements
        regarding our ability to service, incur or pay down indebtedness and
        repurchase our securities as well as additional information about our
        capital structure; and
    --  are reported quarterly to support covenant compliance under our credit
        agreement.

A reconciliation of net debt to total outstanding debt including capital leases, the most comparable GAAP financial measure, is presented in the following table:



                   September 30,          December 31,
                            2015                   2014
                            ----                   ----

    Dollars in
     thousands

    Senior
     unsecured
     notes                       $650,000                          $650,000

    Term loans           139,688                          146,250

    Revolving
     line of
     credit               55,000                          160,000

    Capital
     leases                8,177                           15,391
                           -----

    Total
     principal
     value of
     outstanding
     debt
     including
     capital
     leases              852,865                          971,641

    Less
     domestic
     cash and
     cash
     equivalents
     held in
     financial
     institutions       (33,909)                        (66,546)
                         -------

    Net debt             818,956                          905,095

    LTM Core
     adjusted
     EBITDA from
     continuing
     operations(1)               $537,227                          $496,820
                                                                  --------

    Net leverage
     ratio                  1.52                             1.82



    (1)              LTM Core Adjusted EBITDA from
                     continuing operations for the
                     twelve months ended September 30,
                     2015 and December 31, 2014 was
                     determined as follows:



    Dollars in thousands

    Core adjusted EBITDA from
     continuing operations for the
     nine months ended September
     30, 2015                                        $389,482

    Add: Core adjusted EBITDA from
     continuing operations for the
     twelve months ended December
     31, 2014(1)                          496,820

    Less: Core adjusted EBITDA from
     continuing operations for the
     nine months ended September
     30, 2014                           (349,075)

    LTM Core adjusted EBITDA from
     continuing operations for the
     twelve months ended September
     30, 2015                                        $537,227
                                                     ========



    (1)              Core adjusted EBITDA from
                     continuing operations for the
                     twelve months ended December
                     31, 2014 is obtained from our
                     Form 8-K filed on May 8, 2015
                     for the period ended December
                     31, 2014, where it is
                     reconciled to net income from
                     continuing operations, the
                     most comparable GAAP
                     financial measure, and
                     represents the LTM core
                     adjusted EBITDA from
                     continuing operations we use
                     in our calculation of net
                     leverage ratio as of December
                     31, 2014.

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SOURCE Outerwall Inc.