Redbox 2013 Annual Report Download - page 107

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NOTE 21: SUBSEQUENT EVENTS
Pre-Arranged Stock Trading Plan
During January 2014, we repurchased 736,000 shares of our common stock with an average price of $67.93 per share for $50.0
million. The repurchases were made under a pre-arranged stock trading plan in accordance with guidelines specified under Rule
10b5-1 of the Securities Exchange Act of 1934, as amended, and our policies regarding stock transactions (the “10b5-1 Plan”).
The shares repurchased under the 10b5-1 Plan were recorded as treasury shares and made in accordance with current share
repurchase authorizations of the Board.
Additional repurchase authorization and tender offer
On January 30, 2014, Outerwall’s Board of Directors authorized additional common stock repurchases of up to $500.0 million
plus the cash proceeds received from the exercise of stock options by our officers, directors, and employees, bringing the total
available for repurchases as of February 3, 2014 to approximately $650.0 million, inclusive of the impact of the 10b5-1 Plan
repurchases. In connection with this increased authorization, the Board also authorized a tender offer for up to $350.0 million
with the option to increase the tender by up to 2% of outstanding shares. We expect to launch with a price range based on a 5%
to 20% premium over the last reported sale price on February 6, 2014. Repurchases under the tender offer would come from
this existing repurchase authorization.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure 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.
Changes in Internal Control over Financial Reporting
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 year-to-date period ended
December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in the Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting as of December 31, 2013 as required by the Exchange Act Rule 13a-15(c). In making this assessment,
we used the criteria set forth in the framework in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission issued in 1992 and amended in 1994.
We acquired ecoATM during 2013. Management excluded ecoATM from its assessment of the effectiveness of our internal
control over financial reporting as of December 31, 2013, ecoATM’s internal control over financial reporting associated with
total assets of $44.3 million and total revenues of $31.8 million included in the consolidated financial statements of Outerwall
Inc. and subsidiaries as of and for the year ended December 31, 2013.
Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our
internal control over financial reporting was effective as of December 31, 2013.