Document and Entity Information
Document and Entity Information - shares shares in Thousands | 8 Months Ended | |
Sep. 12, 2015 | Oct. 13, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 12, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BLACKHAWK NETWORK HOLDINGS, INC | |
Entity Central Index Key | 1,411,488 | |
Current Fiscal Year End Date | --01-02 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 54,641 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 214,722 | $ 911,615 | $ 219,851 |
Restricted cash | 43,043 | 5,000 | 5,000 |
Settlement receivables, net | 240,273 | 526,587 | 272,912 |
Accounts receivable, net | 188,912 | 181,431 | 125,976 |
Deferred income taxes | 33,722 | 38,456 | 20,145 |
Other current assets | 107,950 | 95,658 | 71,802 |
Total current assets | 828,622 | 1,758,747 | 715,686 |
Property, equipment and technology, net | 154,085 | 130,008 | 94,971 |
Intangible assets, net | 230,213 | 170,957 | 84,973 |
Goodwill | 382,803 | 331,265 | 162,373 |
Deferred income taxes | 328,417 | 1,678 | 727 |
Other assets | 78,294 | 93,086 | 86,590 |
TOTAL ASSETS | 2,002,434 | 2,485,741 | 1,145,320 |
Current liabilities: | |||
Settlement payables | 469,590 | 1,383,481 | 472,629 |
Consumer and customer deposits | 102,633 | 133,772 | 65,607 |
Accounts payable and accrued operating expenses | 112,753 | 117,118 | 89,633 |
Deferred revenue | 91,474 | 48,114 | 23,934 |
Note payable, current portion | 37,378 | 11,211 | 8,708 |
Notes payable to Safeway | 13,129 | 27,678 | 8,473 |
Bank line of credit | 100,000 | 0 | 0 |
Other current liabilities | 43,320 | 54,238 | 23,551 |
Total current liabilities | 970,277 | 1,775,612 | 692,535 |
Deferred income taxes | 15,590 | 45,375 | 23,312 |
Note payable | 325,151 | 362,543 | 165,446 |
Other liabilities | 4,867 | 14,432 | 20,325 |
Total liabilities | $ 1,315,885 | $ 2,197,962 | $ 901,618 |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Preferred stock: $0.001 par value; 10,000 shares authorized; no shares outstanding | $ 0 | $ 0 | $ 0 |
Common stock: $0.001 par value; 210,000 shares authorized; 54,641, 53,505 and 52,975 shares outstanding, respectively | 55 | 54 | 54 |
Additional paid-in capital | 547,230 | 137,916 | 124,759 |
Accumulated other comprehensive loss | (31,535) | (19,470) | (7,556) |
Retained earnings | 166,370 | 162,439 | 119,730 |
Total Blackhawk Network Holdings, Inc. equity | 682,120 | 280,939 | 236,987 |
Non-controlling interests | 4,429 | 6,840 | 6,715 |
Total stockholders’ equity | 686,549 | 287,779 | 243,702 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 2,002,434 | $ 2,485,741 | $ 1,145,320 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Unaudited (Parenthetical) - $ / shares | Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Preferred Stock | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Stock | |||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 210,000,000 | ||
Common stock, shares outstanding | 54,641,000 | 53,505,000 | 52,975,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - Unaudited - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Sep. 12, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 | |
OPERATING REVENUES: | ||||
Commissions and fees | $ 231,492 | $ 201,888 | $ 709,339 | $ 596,324 |
Program, interchange, marketing and other fees | 77,727 | 43,895 | 231,054 | 119,981 |
Product sales | 43,446 | 23,244 | 104,251 | 69,781 |
Total operating revenues | 352,665 | 269,027 | 1,044,644 | 786,086 |
OPERATING EXPENSES: | ||||
Partner distribution expense | 161,852 | 142,542 | 494,193 | 415,277 |
Processing and services | 68,246 | 46,715 | 198,272 | 133,654 |
Sales and marketing | 49,954 | 36,668 | 156,653 | 111,120 |
Costs of products sold | 40,577 | 21,946 | 97,593 | 66,745 |
General and administrative | 22,136 | 16,163 | 62,186 | 41,700 |
Transition and acquisition | 5,275 | 326 | 6,091 | 360 |
Amortization of acquisition intangibles | 6,875 | 3,004 | 18,352 | 10,839 |
Change in fair value of contingent consideration | 0 | 0 | (7,567) | 0 |
Total operating expenses | 354,915 | 267,364 | 1,025,773 | 779,695 |
OPERATING INCOME (LOSS) | (2,250) | 1,663 | 18,871 | 6,391 |
OTHER INCOME (EXPENSE): | ||||
Interest income and other income (expense), net | (1,421) | 182 | (1,938) | 126 |
Interest expense | (3,231) | (1,080) | (8,566) | (2,081) |
INCOME (LOSS) BEFORE INCOME TAX EXPENSE | (6,902) | 765 | 8,367 | 4,436 |
INCOME TAX EXPENSE (BENEFIT) | (3,290) | 352 | 4,435 | 1,844 |
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS | (3,612) | 413 | 3,932 | 2,592 |
Loss (income) attributable to non-controlling interests, net of tax | (3) | 142 | 63 | 238 |
NET INCOME (LOSS) ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC. | $ (3,615) | $ 555 | $ 3,995 | $ 2,830 |
EARNINGS (LOSS) PER SHARE: | ||||
Basic (in usd per share) | $ (0.07) | $ 0.01 | $ 0.07 | $ 0.05 |
Diluted (in usd per share) | $ (0.07) | $ 0.01 | $ 0.07 | $ 0.05 |
Weighted average shares outstanding—basic (in shares) | 54,467 | 52,609 | 53,941 | 52,450 |
Weighted average shares outstanding—diluted (in shares) | 54,467 | 54,304 | 55,994 | 54,035 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - Unaudited - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Sep. 12, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS | $ (3,612) | $ 413 | $ 3,932 | $ 2,592 |
Other comprehensive loss: | ||||
Currency translation adjustments | (7,104) | (4,163) | (12,386) | (4,682) |
COMPREHENSIVE LOSS BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS | (10,716) | (3,750) | (8,454) | (2,090) |
Comprehensive loss attributable to non-controlling interests (net of tax) | 361 | 145 | 384 | 237 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC. | $ (10,355) | $ (3,605) | $ (8,070) | $ (1,853) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 8 Months Ended | |
Sep. 12, 2015 | Sep. 06, 2014 | |
OPERATING ACTIVITIES: | ||
Net income before allocation to non-controlling interests | $ 3,932 | $ 2,592 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization of property, equipment and technology | 27,765 | 17,951 |
Amortization of intangibles | 21,634 | 14,202 |
Amortization of program development costs | 20,032 | 17,779 |
Employee stock-based compensation expense | 19,856 | 9,769 |
Distribution partner mark-to-market expense | 0 | (88) |
Change in fair value of contingent consideration | (7,567) | 0 |
Reversal of reserve for patent litigation | 0 | (3,852) |
Excess tax benefit from stock-based awards | (5,018) | (1,364) |
Deferred income taxes | 13,371 | 0 |
Other | 5,496 | 3,852 |
Changes in operating assets and liabilities: | ||
Settlement receivables | 274,941 | 535,183 |
Settlement payables | (906,181) | (1,006,128) |
Accounts receivable, current and long-term | (3,573) | 8,721 |
Other current assets | (20,562) | 1,450 |
Other assets | (9,996) | (21,466) |
Consumer and customer deposits | (31,140) | 6,542 |
Accounts payable and accrued operating expenses | (9,695) | (13,345) |
Deferred revenue | (8,105) | (6,606) |
Other current and long-term liabilities | 4,385 | (6,127) |
Income taxes, net | (15,492) | (22,474) |
Net cash used in operating activities | (625,917) | (463,409) |
INVESTING ACTIVITIES: | ||
Expenditures for property, equipment and technology | (37,310) | (25,960) |
Business acquisitions, net of cash acquired | (78,394) | (14,159) |
Change in restricted cash | (38,043) | (5,000) |
Other | (561) | 0 |
Net cash used in investing activities | (154,308) | (45,119) |
FINANCING ACTIVITIES: | ||
Dividends paid | (65) | (75) |
Payments for acquisition liability | (1,811) | 0 |
Proceeds from issuance of note payable | 0 | 175,000 |
Payments of financing costs | (724) | (2,451) |
Repayment of note payable | (11,250) | 0 |
Borrowings under revolving bank line of credit | 1,536,083 | 0 |
Repayments on revolving bank line of credit | (1,436,083) | 0 |
Proceeds from notes payable to Safeway | 0 | 8,473 |
Repayment on notes payable to Safeway | (6,320) | 0 |
Repayment of debt assumed in business acquisitions | 0 | (7,474) |
Proceeds from issuance of common stock from exercise of employee stock options and employee stock purchase plans | 8,055 | 5,895 |
Other stock-based compensation related | (610) | (659) |
Excess tax benefit from stock-based awards | 5,018 | 1,364 |
Other | (1,494) | (44) |
Net cash provided by financing activities | 90,799 | 180,029 |
Effect of exchange rate changes on cash and cash equivalents | (7,467) | (2,030) |
Decrease in cash and cash equivalents | (696,893) | (330,529) |
Cash and cash equivalents—beginning of period | 911,615 | 550,380 |
Cash and cash equivalents—end of period | 214,722 | 219,851 |
NONCASH FINANCING AND INVESTING ACTIVITIES | ||
Net deferred tax assets recognized for tax basis step-up with offset to Additional paid-in capital | 366,306 | 0 |
Note payable to Safeway contributed to Additional paid-in capital | 8,229 | 0 |
Intangible assets recognized for warrants issued | 3,147 | 0 |
Financing of business acquisition with contingent consideration | $ 0 | $ 13,100 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 8 Months Ended |
Sep. 12, 2015 | |
Accounting Policies [Abstract] | |
The Company and Significant Accounting Policies | The Company and Significant Accounting Policies The Company Blackhawk Network Holdings, Inc., together with its subsidiaries (we, us, our), is a leading prepaid payment network utilizing proprietary technology to offer a broad range of prepaid gift, telecom and debit cards, in physical and electronic forms, as well as related prepaid products and payment services in the United States and 23 other countries . Our product offerings include single-use gift cards; loyalty, incentive and reward products and services; prepaid telecom products and prepaid financial services products, including general purpose reloadable (GPR) cards, and our reload network (collectively, prepaid products). We offer gift cards from leading consumer brands (known as closed loop) as well as branded gift and incentive cards from leading payment network card associations such as American Express, Discover, MasterCard and Visa (known as open loop) and prepaid telecom products offered by prepaid wireless telecom carriers. We also distribute GPR cards, including Green Dot and NetSpend branded cards, as well as PayPower, our proprietary GPR card. We operate a proprietary reload network named Reloadit, which allows consumers to reload funds onto their previously purchased GPR cards. We distribute products across multiple high-traffic channels such as grocery, convenience, specialty and online retailers (referred to as retail distribution partners) in the Americas, Europe, Africa, Australia and Asia. Spin-Off Before April 14, 2014, we were a majority-owned subsidiary of Safeway Inc. (Safeway). On April 14, 2014, Safeway distributed its remaining 37.8 million shares of our Class B common stock to Safeway stockholders (the Spin-Off). As a result of the Spin-Off, we became a stand-alone entity separate from Safeway. See Note 9 — Income Taxes for disclosures regarding this relationship. Conversion of Class B Common Stock On May 21, 2015, following approval of our Board of Directors and stockholders, we amended our Certificate of Incorporation to eliminate our dual-class common stock structure by converting all outstanding shares of our Class B common stock into shares of Class A common stock on a one-for-one basis and renaming Class A common stock as common stock (collectively, the Conversion). As a result of the Conversion, we have retrospectively presented Class A and Class B common stock as common stock in our condensed consolidated financial statements and related notes for all periods presenting, including within earnings per share. This retrospective presentation had no impact on previously reported amounts of earnings per share as Class A and Class B common stock had equal rights to dividends as declared by our Board of Directors. Basis of Presentation The accompanying condensed consolidated financial statements of Blackhawk Network Holdings, Inc. are unaudited. We have prepared our unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. We have condensed or omitted certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP pursuant to such rules and regulations. Accordingly, our interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K, filed with the SEC on March 4, 2015 (the Annual Report). We have prepared our condensed consolidated financial statements on the same basis as our annual audited consolidated financial statements and, in the opinion of management, have reflected all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position and results of operations for the interim periods presented. Our results for the interim periods are not necessarily reflective of the results to be expected for the year ending January 2, 2016 or for any other interim period or other future year. Our condensed consolidated balance sheet as of January 3, 2015 , included herein was derived from our audited consolidated financial statements as of that date but does not include all disclosures required by GAAP for annual financial statements, including notes to the financial statements. Our condensed consolidated financial statements include those of Blackhawk Network Holdings, Inc., a Delaware corporation, and its wholly- or majority-owned domestic and foreign subsidiaries. All intercompany transactions and balances among us and our subsidiaries have been eliminated in consolidation. Our condensed consolidated financial statements have been prepared as if we existed on a stand-alone basis separate from Safeway for the periods presented, but may not necessarily reflect the results of operations, financial position or cash flows that would have been achieved if we had existed on a stand-alone basis separate from Safeway during the periods presented. Prior to the Spin-Off, our condensed consolidated financial statements included an allocation of expenses arising from certain shared services and infrastructure provided by Safeway. These expenses primarily related to facilities rental and tax services and were allocated using actual costs or estimates based on the portion of services used by us. Management believes that the allocation methodology was reasonable and considers the charges to be a reasonable reflection of the cost of benefits received. Following the Spin-Off, Safeway continues to rent facilities to us and provide certain tax services (related to tax periods through the date of the Spin-Off) based on similar pricing terms as prior to the Spin-Off. Significant Accounting Policies There have been no material changes to our significant accounting policies, as compared to the significant accounting policies described in the audited consolidated financial statements and related notes included in the Annual Report. As a result of our acquisition of Achievers Corp. and its subsidiaries, we provide below our revenue recognition policy with respect to its revenues. Revenue Recognition—Achievers Our Achievers business earns revenue from its business clients for use of our employee reward platform and redemption of employee rewards. We allocate the total consideration received from our business clients between these two elements based on their relative stand-alone fair value. We recognize revenue related to the software platform over the service period in Program, interchange, marketing and other , and we recognize revenue for the reward redemptions when the employee receives the reward. For the redemption of rewards, we evaluate whether we act as the principal or agent in providing the reward to the employee. We have concluded that we act as the principal for closed loop gift cards and merchandise rewards and present such revenue in Product sales and as the agent for open loop gift cards and present such revenue, net of the amounts paid to the supplier, in Program, interchange, marketing and other . Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes. We generally base our estimates and assumptions on a combination of historical factors, current circumstances, and the experience and judgment of management. Significant estimates and assumptions include, among other things, allowances for doubtful accounts and sales adjustments, useful lives of assets, card redemption patterns and lives, delivery timing for product sales and valuation assumptions with respect to acquisition liabilities, goodwill, other intangible assets, stock-based compensation and income taxes. Actual results could differ from our estimates. Seasonality A significant portion of gift card sales occurs in late December of each year during the holiday selling season. As a result, we earn a significant portion of revenues, net income and cash inflows during the fourth fiscal quarter of each year and remit the majority of the cash, less commissions, to our content providers in January of the following year. The timing of our fiscal year-end, December holiday sales and the related January cash settlement with content providers significantly increases our Cash and cash equivalents , Settlement receivables and Settlement payables balances at the end of each fiscal year relative to normal daily balances. The cash settlement with our content providers in January accounts for the majority of the use of cash from operating activities in our condensed consolidated statements of cash flows during our first three fiscal quarters. Additionally, our operating income may fluctuate significantly during our first three fiscal quarters due to lower revenues and timing of certain expenses during such fiscal periods. As a result, quarterly financial results are not necessarily reflective of the results to be expected for the year, any other interim period or other future year. Recently Issued Accounting Pronouncements In April 2015 and August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , respectively. ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt liability on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-15 provides the SEC’s guidance to permit an entity to present debt issuance costs related to line-of-credit arrangements as an asset on the balance sheet. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 on a retrospective basis. We do not expect the adoption of ASU 2015-03 and ASU 2015-15 to materially affect our consolidated balance sheets. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires an entity to measure inventory, other than inventory accounted for under last-in, first-out method or retail inventory method, at the lower of cost or net realizable value. ASU 2015-11 is effective for annual and interim periods beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to materially affect our consolidated financial statements. In August 2015, the FASB issued ASU 2015-14 R evenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2015-14 deferred the effective date of ASU 2014-09 Revenue from Contracts with Customers (Topic 606) from annual and interim periods beginning after December 15, 2016 to December 15, 2017. As discussed in our Annual Report, management continues to evaluate the impact of ASU 2014-09. In September 2015, the FASB issued ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, to record an acquisition-to-date adjustment, in the same period’s financial statements, for the effect on earnings of changes in depreciation, amortization, or other income and to disclose the amount of such adjustment that related to prior periods. ASU 2015-16 is effective prospectively for annual and interim periods beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-16 to materially affect our consolidated financial statements. Reclassifications and Measurement Period Adjustment In our condensed consolidated statements of income, we have reclassified amounts within operating expenses in the prior year period to conform with the current presentation, reclassifying compensation to our retail distribution partners from Sales and marketing to Partner distribution expense and presenting the components of Business acquisition expense (benefit) and amortization of acquisition intangibles as separate line items. In our condensed consolidated balance sheets, we have reclassified Deferred revenue as a separate line item from previously reported amounts in Other current liabilities and made the corresponding reclassification in our condensed consolidated statements of cash flows. We have also combined certain immaterial line items in our condensed consolidated statements of cash flows. We have retrospectively adjusted our balance sheet as of September 6, 2014 from previously reported amounts for a measurement period adjustment to the initial purchase price allocation of CardLab by reducing our contingent consideration liability by $11.0 million , goodwill by $10.4 million and identifiable intangible and technology assets by $0.6 million . |
Business Acquisitions
Business Acquisitions | 8 Months Ended |
Sep. 12, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions 2015 Acquisition On June 30, 2015, we acquired Achievers Corp. and its subsidiaries (collectively, Achievers), a leading provider of employee recognition and rewards solutions designed to help companies increase employee engagement primarily in the U.S. and Canada, for purchase consideration of $103.5 million in cash through a merger. The acquisition has allowed us to deliver expanded capabilities and products in the employee rewards market. We accounted for this acquisition as a business combination and have included its results of operations in our consolidated financial statements starting on the acquisition date. The following table summarizes the initial purchase price allocation, and we may make adjustments to these amounts through the one year measurement period as we finalize information regarding our forecasts, valuation assumptions, income taxes and contingencies (in thousands): Cash $ 24,367 Assumed liabilities, net (10,725 ) Deferred revenue (52,339 ) Deferred income taxes (12,698 ) Identifiable technology and intangible assets 97,780 Goodwill 57,107 Total purchase consideration $ 103,492 Deferred income taxes include $24.3 million of deferred tax assets for net operating loss carryforwards, partially offset by a reserve of $4.6 million , $31.5 million of deferred tax liabilities for nondeductible amortization of identifiable technology and intangible assets and $0.9 million for other deferred tax liabilities, net. Goodwill includes the estimated value of the future cash flows from new customers and the value of the assembled workforce. Goodwill is not expected to be deductible for income tax purposes. The follow table presents the components of the identifiable technology and intangible assets and their estimated useful lives at the acquisition date (dollars in thousands): Fair Value Useful Life Customer relationships $ 74,430 15 years Backlog 6,410 4 years Technology 16,940 6 years Total identifiable technology and intangible assets $ 97,780 Customer relationships represent the estimated fair value of the underlying relationships and agreements with Achievers’ business clients. Back-log represents the estimated fair value for committed spending from these clients. Technology represents the fair value of Achievers’ employee recognition and reward platform. We valued customer relationships, back-log, and technology using the income approach. Significant assumptions include forecasts of revenues, costs of revenue and development costs and the estimated attrition rates for clients of 8% . We discounted the cash flows at various rates from 12.0% to 16.0% , reflecting the different risk profiles of the assets. Acquisition-related costs totaled $0.9 million and $1.7 million for the 12 and 36 weeks ended September 12, 2015 , respectively, which we present in Transition and acquisition expense. Additionally, we incurred $3.2 million of employee compensation costs for certain payments that were deducted from the sellers’ consideration under the terms of the merger agreement but which we reflect in our post-combination financial statements in Transition and acquisition expense. The following table presents revenue and net income for Achievers for both the 12 weeks and 36 weeks ended September 12, 2015 included in our condensed consolidated statements of income (in thousands): Total revenues $ 9,415 Net loss attributable to Blackhawk Network Holdings, Inc. (4,971 ) The net loss excludes pre-tax revenue of $2.6 million resulting from the step down in basis of deferred revenue from its book value to its fair value (which were also excluded from total revenues). The net loss includes pre-tax charges of $3.2 million for the employee compensation charges described above and $1.7 million for the amortization of customer relationships and backlog (included in Amortization of acquisition intangibles ). Collectively, these resulted in an after-tax net loss of $4.8 million . The following pro forma financial information summarizes the combined results of operations of us and Achievers as though we had been combined as of the beginning of fiscal 2014 (in thousands): 12 weeks ended 36 weeks ended September 12, 2015 September 6, 2014 September 12, 2015 September 6, 2014 Total revenues $ 354,998 $ 280,056 $ 1,072,638 $ 814,768 Net income (loss) attributable to Blackhawk Network Holdings, Inc. 616 (5,982 ) (1,130 ) (21,159 ) Earnings (loss) per share—basic $ 0.01 $ (0.11 ) $ (0.02 ) $ (0.40 ) Earnings (loss) per share—diluted $ 0.01 $ (0.11 ) $ (0.02 ) $ (0.40 ) The pro forma financial information includes adjustments to reclassify acquisition-related costs and acquisition-related employee compensation costs (as discussed above) from the third quarter of 2015 to the first quarter of 2014, to amortize the identifiable technology and intangible assets starting at the beginning of 2014, to reflect the impact on revenue resulting from the step down in basis of deferred revenue from its book value to fair value as of the beginning of 2014 and to reflect incremental interest expense that we would have incurred under our Credit Agreement. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2014. 2014 Acquisitions As discussed in our Annual Report, in the fourth quarter of 2014, we acquired Parago, Inc. and its subsidiaries (Parago). We accounted for this acquisition as a business combination and have included its results of operations in our consolidated financial statements starting on the acquisition date. The following pro forma financial information summarizes the combined results of operations of us and Parago as though we had been combined as of the beginning of fiscal 2013 (in thousands): 12 Weeks Ended September 6, 2014 36 Weeks Ended September 6, 2014 Total revenues $ 296,589 $ 863,702 Net income attributable to Blackhawk Network Holdings, Inc. 1,967 3,830 The pro forma financial information includes adjustments to amortize the identifiable technology and intangible assets starting at the beginning of 2013. The pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2013. We do not present pro forma financial information for CardLab and Incentec as such amounts are immaterial to our condensed consolidated financial statements. During the third quarter of 2015, we made adjustments to the acquisition-date balances of deferred income taxes for CardLab, Incentec and Parago, which we acquired in 2014, with an offset to goodwill (see Note 6 — Goodwill ) . We have finalized income tax balances related to our acquisitions of CardLab and Incentec, and the measurement periods for the acquisitions are closed. We have not finalized income tax balances and certain liabilities related to our acquisition of Parago in 2014, and the measurement period for such amounts remains open. |
Financing
Financing | 8 Months Ended |
Sep. 12, 2015 | |
Debt Disclosure [Abstract] | |
Financing | Financing On June 19, 2015, we amended our credit agreement with a group of lenders led by Wells Fargo, NA (the Credit Agreement) to increase amounts available under our revolving credit facility by $50 million from $250 million to $300 million . Additionally, the amendment modified certain of our financial covenants under the Credit Agreement. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Sep. 12, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We measure certain assets and liabilities at fair value on a recurring basis. The table below summarizes the fair values of these assets and liabilities as of September 12, 2015 , January 3, 2015 and September 6, 2014 (in thousands): September 12, 2015 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 5,070 $ — $ — $ 5,070 Liabilities Contingent consideration $ — $ — $ — $ — January 3, 2015 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 618,200 $ — $ — $ 618,200 Liabilities Contingent consideration $ — $ — $ 7,567 $ 7,567 September 6, 2014 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 86,100 $ — $ — $ 86,100 Liabilities Contingent consideration $ — $ — $ 13,100 $ 13,100 Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities. Level 1 investments include money market mutual funds. Level 2 — Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable. Level 2 investments include commercial paper. In the 36 weeks ended September 12, 2015 , there were no transfers between Level 1 and Level 2. Level 3 — Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing. Level 3 includes the estimated fair value of our contingent consideration liabilities. Contingent Consideration —We estimate the fair value of the contingent consideration based on our estimates of the probability of achieving the relevant targets and discount rates reflecting the risk of meeting these targets. A significant increase in our estimated probability could materially increase the fair value of contingent consideration. The changes in fair value of contingent consideration for the 36 weeks ended September 12, 2015 and September 6, 2014 are as follows (in thousands): September 12, 2015 September 6, 2014 Contingent Consideration Balance – beginning of period $ 7,567 $ — Issuance of contingent consideration for acquisition of CardLab — 13,100 Decrease in fair value of contingent consideration (7,567 ) — Balance – end of period $ — $ 13,100 We present the decrease in the fair value of contingent consideration in Change in fair value of contingent consideration and as a non-cash adjustment to net income in our condensed consolidated statements of cash flows. The decrease primarily reflects changes in our estimates of amounts payable for and probability of achieving the relevant targets. As of September 12, 2015 , we estimated the fair value of the remaining CardLab contingent consideration to be $0 although we are responsible for a payment of up to $46.5 million if the relevant targets are met. The decrease in fair value during the 36 weeks ended September 12, 2015 resulted from the projected failure of financial targets to be met relating to the launch of incentive programs during the contingent earn-out measurement period. During the 36 weeks ended September 12, 2015 , we paid $1.8 million resulting from the achievement of relevant targets during 2014, which we reflect as Payments for acquisition liability in our condensed consolidated statements of cash flows, with an offsetting inflow presented as Change in restricted cash as we had previously placed the funds in an escrow account. |
Consolidated Financial Statemen
Consolidated Financial Statement Details | 8 Months Ended |
Sep. 12, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Financial Statement Details | Consolidated Financial Statement Details Other Current Assets Other current assets as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Inventory $ 51,588 $ 37,061 $ 37,634 Deferred expenses 10,854 16,339 6,970 Income tax receivables 20,632 30,997 14,292 Other 24,876 11,261 12,906 Total other current assets $ 107,950 $ 95,658 $ 71,802 Other Assets Other assets as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Program development costs $ 52,428 $ 59,889 $ 59,729 Other receivables 4,734 9,324 9,737 Income taxes receivable 6,368 6,368 6,376 Deferred financing costs 2,002 2,003 1,330 Other 12,762 15,502 9,418 Total other assets $ 78,294 $ 93,086 $ 86,590 Other Current Liabilities Other current liabilities as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Income taxes payable 2,122 22,784 3,269 Payroll and related liabilities 23,103 24,131 15,398 Acquisition liability 607 1,811 2,140 Other payables and accrued liabilities 17,488 5,512 2,744 Total other current liabilities $ 43,320 $ 54,238 $ 23,551 Acquisition liability represents the amounts due under our CardLab contingent liability at January 3, 2015 . Other Liabilities Other liabilities as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Acquisition liability $ — $ 7,567 $ 10,960 Payable to content provider 825 2,476 6,555 Taxes payable 2,418 1,599 906 Deferred revenue and other liabilities 1,624 2,790 1,904 Total other liabilities $ 4,867 $ 14,432 $ 20,325 The acquisition liability at September 12, 2015 and January 3, 2015 represents the estimated fair value of our CardLab contingent consideration liability (see Note 4 — Fair Value Measurements ). |
Goodwill
Goodwill | 8 Months Ended |
Sep. 12, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill We have assigned goodwill to our US Retail, International Retail and Incentives & Rewards segments. To date, we have not recorded any impairment charges against or disposed of any reporting units with goodwill. A summary of changes in goodwill during the 36 weeks ended September 12, 2015 is as follows (in thousands): September 12, 2015 US Retail International Retail Incentives & Rewards Total Balance, beginning of year $ 42,729 $ 32,150 $ 256,386 $ 331,265 Acquisition of Achievers — — 57,107 57,107 Measurement period adjustments — — (2,770 ) (2,770 ) Foreign currency translation adjustments — (1,386 ) (1,413 ) (2,799 ) Balance, end of period $ 42,729 $ 30,764 $ 309,310 $ 382,803 |
Stock Based Compensation
Stock Based Compensation | 8 Months Ended |
Sep. 12, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation During the 36 weeks ended September 12, 2015 our Board of Directors granted 928,561 restricted stock units, 197,300 performance stock units and 626,000 stock options at a weighted-average exercise price of $38.89 per share. The awards granted in 2015 contain a retirement provision that permits the employee, after the employee has met certain age or tenure requirements to be considered retirement eligible, to continue to receive the benefits of the award according to its original vesting schedule upon retirement from us, provided that the employee has provided at least one year of service from the grant date. For grant recipients who are or will have become retirement eligible prior to the end of the vesting period of the award, we recognize expense over the greater of one year or when the employee becomes retirement eligible. Total Employee Stock-Based Compensation The following table presents total stock-based compensation expense according to the income statement line in our condensed consolidated statements of income (loss) for the 12 and 36 weeks ended September 12, 2015 and September 6, 2014 (in thousands): 12 weeks ended 36 weeks ended September 12, 2015 September 6, 2014 September 12, 2015 September 6, 2014 Processing and services $ 1,530 $ 917 $ 4,366 $ 2,291 Sales and marketing 2,038 1,194 5,523 3,274 Cost of products sold 13 18 25 43 General and administrative 3,536 1,550 9,942 4,161 Total stock-based compensation expense $ 7,117 $ 3,679 $ 19,856 $ 9,769 |
Equity Awards Issued to Distrib
Equity Awards Issued to Distribution Partners | 8 Months Ended |
Sep. 12, 2015 | |
Equity Awards Issued to Distribution Partners [Abstract] | |
Equity Awards Issued To Distribution Partners | Equity Awards Issued to Distribution Partners In April 2015, in conjunction with extending our marketing and distribution services agreement with one of our retail distribution partners, we increased the shares issuable under the warrant from 383,748 to 550,000 at an exercise price of $16.30 per share. We capitalized the fair value of the incremental 166,252 shares issuable of $3.1 million as an intangible asset with an offset to Additional paid-in capital and amortize the intangible asset over the term of the extended marketing and distribution services agreement. |
Income Taxes
Income Taxes | 8 Months Ended |
Sep. 12, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Section 336(e) Election On January 30, 2015, Safeway announced that its merger with Albertsons (the Merger) had closed. In connection with the closing of the Merger, Safeway’s distribution of shares of our common stock on April 14, 2014 (the Spin-Off) is taxable to Safeway and Safeway’s shareholders. In connection with the Spin-Off, we entered into a second Amended and Restated Tax Sharing Agreement (the SARTSA) with Safeway on April 11, 2014. Under the terms of the SARTSA, since the Spin-Off is treated as taxable, we and Safeway intend to continue to file a consolidated federal tax return and certain state and local tax returns through the date of the Spin-Off. Under the SARTSA, any corporate-level income tax incurred as a result of the Spin-Off on completion of the Merger will be borne by Safeway, except that, pursuant to a separate letter agreement entered into by Safeway and us in August 2014, we will bear any incremental taxes that result from certain elections requested by us with respect to certain of our foreign subsidiaries in connection with the Spin-Off. We are not able to quantify the impact of such incremental taxes at this time, but we believe any amounts due will be immaterial to our consolidated financial statements. The SARTSA also provides that we and Safeway will make an election that is intended to give rise to a step-up in the tax basis of our assets (the Section 336(e) Election). Although the Merger was completed during the year 2015, the Section 336(e) Election would be effective as of the date of Spin-Off, April 14, 2014, for tax purposes. However, under GAAP, we did not reflect the effects of the Merger in our 2014 financial statements. As a result of the completion of the Merger during the first quarter of 2015, we recorded deferred tax assets of $374.6 million as a result of our step up in tax basis, of which $366.3 million was offset to Additional paid-in capital and $8.2 million was reclassified from prepaid taxes related to tax payments previously remitted to certain states. We had received funding from Safeway for tax payments of $27.7 million to these states in exchange for notes payable to Safeway. As a result of the completion of the Merger, we reclassified prepaid taxes of $8.2 million to deferred tax assets, and the offsetting $8.2 million of notes payable to Safeway were contributed to Additional paid-in capital . During the second and third quarters of 2015, we repaid $6.3 million of our notes payable to Safeway since we had collected the related refunds from the states, and we will repay the outstanding notes payable balance as of September 12, 2015 of $13.1 million to Safeway, resulting from overpayments to those states, when we collect the related refunds from those states. Additionally, during the first quarter of 2015, we recognized a reduction in deferred tax assets of $13.4 million resulting from the amortization of our tax basis step-up related to our 2014 tax year, with an offset to income taxes payable. The following table presents the components of our deferred tax assets (liabilities) as of September 12, 2015 and January 3, 2015 (in thousands): September 12, 2015 January 3, 2015 Deferred tax assets: Depreciation and amortization $ 261,242 $ — Net operating loss carryforwards 54,048 33,128 Accrued expenses 10,651 8,736 Non-deductible reserves 1,852 6,617 Deferred revenue 11,982 11,739 Stock-based compensation 8,625 11,156 Other 926 931 Deferred tax assets 349,326 72,307 Valuation allowance (1,393 ) (1,633 ) Total deferred tax assets 347,933 70,674 Deferred tax liabilities: Depreciation and amortization — (75,915 ) Prepaid expenses (1,384 ) — Total deferred tax liabilities (1,384 ) (75,915 ) Net deferred tax assets (liabilities) $ 346,549 $ (5,241 ) Effective Tax Rates Our effective tax rates were 47.7% and 46.0% for the 12 weeks ended September 12, 2015 and September 6, 2014 , respectively, and 53.0% and 41.6% for the 36 weeks ended September 12, 2015 and September 6, 2014 , respectively. The effective rate for the 12 weeks ended September 12, 2015 is reflective of pre-tax loss compared to pre-tax income in the 12 weeks ended September 6, 2014 . The effective rate for the 12 weeks ended September 12, 2015 was higher due to a release of an income tax reserve due to lapse of statute of limitations (which resulted in an increase to the effective tax rate due to a loss for the quarter), partially offset by nontaxable income from the noncash credit for the change in fair value of contingent consideration. The effective rate for the 36 weeks ended September 12, 2015 was higher due to a net reduction in the value of our deferred tax assets from changes in certain state tax apportionment laws (which resulted in a lower blended rate applicable to the deferred tax assets), partially offset by nontaxable income from the noncash credit for the change in fair value of contingent consideration and release of an income tax reserve due to lapse of statute of limitations. |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Sep. 12, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies From time to time, we enter into contracts containing provisions that require us to indemnify various parties against certain potential claims from third parties. Under contracts with certain issuing banks, we are responsible to the banks for any unrecovered overdrafts on cardholders’ accounts. Under contracts with certain content providers, retail distribution partners and issuing banks, we are responsible for potential losses resulting from certain claims from third parties. Because the indemnity amounts associated with these agreements are not explicitly stated, the maximum amount of the obligation cannot be reasonably estimated. Historically, we have paid immaterial amounts pursuant to these indemnification provisions. We are subject to audits related to various indirect taxes, including, but not limited to, sales and use taxes, value-added tax, and goods and services tax, in various foreign and state jurisdictions. We evaluate our exposure related to these audits and potential audits and do not believe that it is probable that any audit would hold us liable for any material amounts due. Legal Matters There are various claims and lawsuits arising in the normal course of business pending against us, including the matter described below, some of which seek damages and other relief which, if granted, may require future cash expenditures. Management does not believe that it is probable that the resolution of these matters would result in any liability that would materially affect our results of operations or financial condition. On March 30, 2015, Greg Haney in his capacity as Seller Representative for CardLab, Inc. filed a lawsuit against us in the Delaware Chancery Court (CardLab, Inc. v. Blackhawk Network Holdings, Inc., Case No. 10851). The complaint generally alleges that we failed to disclose material information relating to a potential earn-out payment in connection with our acquisition of CardLab, Inc. in 2014. Following analysis, we believe that the suit is without merit and that the likelihood of loss is remote, and we intend to vigorously defend ourselves against these claims. On June 8, 2015, we filed a motion to dismiss the complaint. On June 22, 2015, the plaintiff filed an amended complaint. We believe that the amended complaint has no impact on our evaluation of the merits of this lawsuit. On July 7, 2015, we filed a motion to dismiss the case in its entirety. All briefing has been completed and the motion is scheduled for hearing on November 4, 2015. |
Noncontrolling Interest
Noncontrolling Interest | 8 Months Ended |
Sep. 12, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling interest During the 12 weeks ended September 12, 2015 , we purchased the outstanding noncontrolling interest from one of the subsidiaries of Retailo, which we had acquired in 2013, for $1.4 million , which we present as an outflow from financing activities in our condensed consolidated statements of cash flows. We recorded the excess of the carrying amount of $1.9 million over the purchase price as an increase to Additional paid-in capital in our condensed consolidated balance sheets. |
Segment Reporting
Segment Reporting | 8 Months Ended |
Sep. 12, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Our three reportable segments are US Retail, International Retail and Incentives & Rewards. In January 2015, we moved to align our various Incentives & Rewards businesses acquired in 2013 and 2014 and drive synergies by restructuring them into Blackhawk Engagement Solutions, which provides software, services and prepaid products to business clients for their loyalty, incentive and reward programs. As a result, we evaluated our internal reporting structure in consideration of the way management views the Company and its impact on segment reporting. Based on this assessment, we have increased the number of reportable segments from two to three . In our Annual Report, we reported US Retail and Incentives & Rewards as a single segment. We reflect the revised segment reporting throughout this report for all periods presented and present historical figures in a manner consistent with this revised segment reporting. The US Retail segment consists of the various operating segments, including our US retail products, online channel and secondary card market and derives revenues primarily from sales of prepaid products to consumers at our US retail distribution partners, online and through our card exchange. Our International Retail segment consists of the various operating segments of our geographic regions and derives revenues primarily from sales of prepaid products to consumers at our international retail distribution partners. Our Incentives and Rewards segment consists of our single global incentive and reward solutions segment and derives revenues primarily from the sale of prepaid products and related services to business clients. We do not assess performance based on assets and do not provide information on the assets of our reportable segments to our Chief Operating Decision Maker (CODM). The key metrics used by our CODM to assess segment performance include Operating revenues , Operating revenues, net of Partner distribution expense and segment profit. Accordingly, we present only Total operating revenues , Operating revenues, net of Partner distribution expense and segment profit for our three reportable segments. We exclude from the determination of segment profit and report in Corporate and Unallocated: i) certain US operations, account management and marketing personnel who primarily support our US Retail segment (as these costs are not included in segment profit reviewed by the CODM), ii) the substantial majority of our technology personnel and related depreciation and amortization of technology and related hardware which support our US Retail and International Retail segments, iii) US accounting, finance, legal, human resources and other administrative functions which may support all segments and iv) noncash charges including amortization of acquisition intangibles, stock-based compensation and change in fair value of contingent consideration, as we do not include these costs in segment profit reviewed by our CODM. Segment profit for our International Retail segment includes all sales, marketing, operations, legal, accounting, finance and other administrative personnel in such international regions, and segment profit for our Incentives & Rewards segment includes all sales, marketing, technology, operations, legal, certain accounting, finance and other administrative personnel supporting that segment, as well as substantially all depreciation and amortization specifically related to that segment. The following tables present the key metrics used by our CODM for the evaluation of segment performance and reconciliations to our consolidated financial statements (in thousands): 12 weeks ended September 12, 2015 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 214,941 $ 83,671 $ 54,053 $ — $ 352,665 Partner distribution expense 101,890 56,972 2,990 — 161,852 Operating revenues, net of Partner distribution expense 113,051 26,699 51,063 — 190,813 Other operating expenses 69,877 22,751 46,674 53,761 193,063 Segment profit (loss) / Operating loss $ 43,174 $ 3,948 $ 4,389 $ (53,761 ) (2,250 ) Other income (expense) (4,652 ) (4,652 ) Loss before income tax expense $ (6,902 ) 12 weeks ended September 6, 2014 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 186,941 $ 69,174 $ 12,912 $ — $ 269,027 Partner distribution expense 93,443 47,095 2,004 — 142,542 Operating revenues, net of Partner distribution expense 93,498 22,079 10,908 — 126,485 Other operating expenses 58,475 19,048 9,485 37,814 124,822 Segment profit (loss) / Operating income $ 35,023 $ 3,031 $ 1,423 $ (37,814 ) 1,663 Other income (expense) (898 ) (898 ) Income before income tax expense $ 765 36 weeks ended September 12, 2015 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 659,984 $ 251,249 $ 133,411 $ — $ 1,044,644 Partner distribution expense 313,628 169,578 10,987 — 494,193 Operating revenues, net of Partner distribution expense 346,356 81,671 122,424 — 550,451 Other operating expenses 209,856 73,665 110,462 137,597 531,580 Segment profit (loss) / Operating income $ 136,500 $ 8,006 $ 11,962 $ (137,597 ) 18,871 Other income (expense) (10,504 ) (10,504 ) Income before income tax expense $ 8,367 36 weeks ended September 6, 2014 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 554,654 $ 195,981 $ 35,451 $ — $ 786,086 Partner distribution expense 280,234 129,657 5,386 — 415,277 Operating revenues, net of Partner distribution expense 274,420 66,324 30,065 — 370,809 Other operating expenses 169,220 61,101 26,763 107,334 364,418 Segment profit (loss) / Operating income $ 105,200 $ 5,223 $ 3,302 $ (107,334 ) 6,391 Other income (expense) (1,955 ) (1,955 ) Income before income tax expense $ 4,436 |
Earnings Per Share
Earnings Per Share | 8 Months Ended |
Sep. 12, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We compute basic earnings per share (EPS) by dividing net income available to common stockholders by the weighted average common shares outstanding during the period and compute diluted EPS by dividing earnings available to common stockholders by the weighted average shares outstanding during the period and the impact of securities that if exercised, would have a dilutive effect on EPS. We compute EPS under the two-class method, which is a method of computing EPS when an entity has both common stock and participating securities. We consider nonvested stock as a participating security if it contains rights to receive nonforfeitable dividends at the same rate as common stock. Under the two-class method, we exclude the income and distributions attributable to participating securities from the calculation of basic and diluted EPS and exclude the participating securities from the weighted average shares outstanding. The following table provides reconciliations of net income and shares used in calculating basic EPS to those used in calculating diluted EPS (in thousands, except per share amounts): 12 weeks ended September 12, 2015 September 6, 2014 Basic Diluted Basic Diluted Net income (loss) attributable to Blackhawk Network Holdings, Inc. $ (3,615 ) $ (3,615 ) $ 555 $ 555 Distributed and undistributed earnings allocated to participating securities — — (1 ) (1 ) Net income (loss) attributable to common stockholders $ (3,615 ) $ (3,615 ) $ 554 $ 554 Weighted-average common shares outstanding 54,467 54,467 52,609 52,609 Common share equivalents — 1,695 Weighted-average shares outstanding 54,467 54,304 Earnings (loss) per share $ (0.07 ) $ (0.07 ) $ 0.01 $ 0.01 36 weeks ended September 12, 2015 September 6, 2014 Basic Diluted Basic Diluted Net income attributable to Blackhawk Network Holdings, Inc. $ 3,995 $ 3,995 $ 2,830 $ 2,830 Distributed and undistributed earnings allocated to participating securities (46 ) (46 ) (47 ) (47 ) Net income attributable to common stockholders $ 3,949 $ 3,949 $ 2,783 $ 2,783 Weighted-average common shares outstanding 53,941 53,941 52,450 52,450 Common share equivalents 2,053 1,585 Weighted-average shares outstanding 55,994 54,035 Earnings per share $ 0.07 $ 0.07 $ 0.05 $ 0.05 The weighted-average common shares outstanding for diluted EPS for the 12 weeks ended September 12, 2015 excluded approximately 5,020,000 potential common shares outstanding due to the net loss attributable to common shareholders. Also excluded were approximately 576,000 and 569,000 potential common stock outstanding for the 12 weeks ended September 12, 2015 and September 6, 2014 , respectively and 555,000 and 488,000 potential common stock outstanding for the 36 weeks ended September 12, 2015 and September 6, 2014 , respectively, because the effect would have been anti-dilutive. Potential common stock outstanding results in fewer common share equivalents as a result of the treasury stock method. |
Subsequent Event
Subsequent Event | 8 Months Ended |
Sep. 12, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On September 14, 2015, we acquired the outstanding stock of Didix Gifting & Promotions B.V. and its subsidiaries (collectively, Didix) for total purchase consideration of €36.5 million in cash, which totaled $41.4 million based on the foreign currency rate at the acquisition date. Didix provides prepaid gift cards that can be redeemed at many merchants within a category such as dining or cinema. Didix currently offers its products in the Netherlands, Belgium, Germany and the UK. Didix also distributes third-party gift cards through retail distribution partners in the Netherlands. We will account for this acquisition as a business combination. We are still gathering information related to estimating the fair value of identifiable net tangible and intangible assets and therefore do not yet have sufficient information to provide our initial estimates. On September 11, 2015, we remitted a portion of cash for the acquisition to the notary and present such cash as Restricted cash in our condensed consolidated balance sheet and as Change in restricted cash in our condensed consolidated statements of cash flows. We incurred acquisition-related costs during the third quarter of 2015 of $0.5 million , which we present in Transition and acquisition expense. Subsequent to September 12, 2015, we acquired a noncontrolling interest in an entity to distribute prepaid products in China. |
The Company and Significant A21
The Company and Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 12, 2015 | |
Accounting Policies [Abstract] | |
The Company | The Company Blackhawk Network Holdings, Inc., together with its subsidiaries (we, us, our), is a leading prepaid payment network utilizing proprietary technology to offer a broad range of prepaid gift, telecom and debit cards, in physical and electronic forms, as well as related prepaid products and payment services in the United States and 23 other countries . Our product offerings include single-use gift cards; loyalty, incentive and reward products and services; prepaid telecom products and prepaid financial services products, including general purpose reloadable (GPR) cards, and our reload network (collectively, prepaid products). We offer gift cards from leading consumer brands (known as closed loop) as well as branded gift and incentive cards from leading payment network card associations such as American Express, Discover, MasterCard and Visa (known as open loop) and prepaid telecom products offered by prepaid wireless telecom carriers. We also distribute GPR cards, including Green Dot and NetSpend branded cards, as well as PayPower, our proprietary GPR card. We operate a proprietary reload network named Reloadit, which allows consumers to reload funds onto their previously purchased GPR cards. We distribute products across multiple high-traffic channels such as grocery, convenience, specialty and online retailers (referred to as retail distribution partners) in the Americas, Europe, Africa, Australia and Asia. |
Spin-Off | Spin-Off Before April 14, 2014, we were a majority-owned subsidiary of Safeway Inc. (Safeway). On April 14, 2014, Safeway distributed its remaining 37.8 million shares of our Class B common stock to Safeway stockholders (the Spin-Off). As a result of the Spin-Off, we became a stand-alone entity separate from Safeway. See Note 9 — Income Taxes for disclosures regarding this relationship. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Blackhawk Network Holdings, Inc. are unaudited. We have prepared our unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. We have condensed or omitted certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP pursuant to such rules and regulations. Accordingly, our interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K, filed with the SEC on March 4, 2015 (the Annual Report). We have prepared our condensed consolidated financial statements on the same basis as our annual audited consolidated financial statements and, in the opinion of management, have reflected all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position and results of operations for the interim periods presented. Our results for the interim periods are not necessarily reflective of the results to be expected for the year ending January 2, 2016 or for any other interim period or other future year. Our condensed consolidated balance sheet as of January 3, 2015 , included herein was derived from our audited consolidated financial statements as of that date but does not include all disclosures required by GAAP for annual financial statements, including notes to the financial statements. Our condensed consolidated financial statements include those of Blackhawk Network Holdings, Inc., a Delaware corporation, and its wholly- or majority-owned domestic and foreign subsidiaries. All intercompany transactions and balances among us and our subsidiaries have been eliminated in consolidation. Our condensed consolidated financial statements have been prepared as if we existed on a stand-alone basis separate from Safeway for the periods presented, but may not necessarily reflect the results of operations, financial position or cash flows that would have been achieved if we had existed on a stand-alone basis separate from Safeway during the periods presented. Prior to the Spin-Off, our condensed consolidated financial statements included an allocation of expenses arising from certain shared services and infrastructure provided by Safeway. These expenses primarily related to facilities rental and tax services and were allocated using actual costs or estimates based on the portion of services used by us. Management believes that the allocation methodology was reasonable and considers the charges to be a reasonable reflection of the cost of benefits received. Following the Spin-Off, Safeway continues to rent facilities to us and provide certain tax services (related to tax periods through the date of the Spin-Off) based on similar pricing terms as prior to the Spin-Off. |
Revenue Recognition - Achievers | Revenue Recognition—Achievers Our Achievers business earns revenue from its business clients for use of our employee reward platform and redemption of employee rewards. We allocate the total consideration received from our business clients between these two elements based on their relative stand-alone fair value. We recognize revenue related to the software platform over the service period in Program, interchange, marketing and other , and we recognize revenue for the reward redemptions when the employee receives the reward. For the redemption of rewards, we evaluate whether we act as the principal or agent in providing the reward to the employee. We have concluded that we act as the principal for closed loop gift cards and merchandise rewards and present such revenue in Product sales and as the agent for open loop gift cards and present such revenue, net of the amounts paid to the supplier, in Program, interchange, marketing and other . |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes. We generally base our estimates and assumptions on a combination of historical factors, current circumstances, and the experience and judgment of management. Significant estimates and assumptions include, among other things, allowances for doubtful accounts and sales adjustments, useful lives of assets, card redemption patterns and lives, delivery timing for product sales and valuation assumptions with respect to acquisition liabilities, goodwill, other intangible assets, stock-based compensation and income taxes. Actual results could differ from our estimates. |
Seasonality | Seasonality A significant portion of gift card sales occurs in late December of each year during the holiday selling season. As a result, we earn a significant portion of revenues, net income and cash inflows during the fourth fiscal quarter of each year and remit the majority of the cash, less commissions, to our content providers in January of the following year. The timing of our fiscal year-end, December holiday sales and the related January cash settlement with content providers significantly increases our Cash and cash equivalents , Settlement receivables and Settlement payables balances at the end of each fiscal year relative to normal daily balances. The cash settlement with our content providers in January accounts for the majority of the use of cash from operating activities in our condensed consolidated statements of cash flows during our first three fiscal quarters. Additionally, our operating income may fluctuate significantly during our first three fiscal quarters due to lower revenues and timing of certain expenses during such fiscal periods. As a result, quarterly financial results are not necessarily reflective of the results to be expected for the year, any other interim period or other future year. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2015 and August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , respectively. ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt liability on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-15 provides the SEC’s guidance to permit an entity to present debt issuance costs related to line-of-credit arrangements as an asset on the balance sheet. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 on a retrospective basis. We do not expect the adoption of ASU 2015-03 and ASU 2015-15 to materially affect our consolidated balance sheets. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires an entity to measure inventory, other than inventory accounted for under last-in, first-out method or retail inventory method, at the lower of cost or net realizable value. ASU 2015-11 is effective for annual and interim periods beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to materially affect our consolidated financial statements. In August 2015, the FASB issued ASU 2015-14 R evenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2015-14 deferred the effective date of ASU 2014-09 Revenue from Contracts with Customers (Topic 606) from annual and interim periods beginning after December 15, 2016 to December 15, 2017. As discussed in our Annual Report, management continues to evaluate the impact of ASU 2014-09. In September 2015, the FASB issued ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, to record an acquisition-to-date adjustment, in the same period’s financial statements, for the effect on earnings of changes in depreciation, amortization, or other income and to disclose the amount of such adjustment that related to prior periods. ASU 2015-16 is effective prospectively for annual and interim periods beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-16 to materially affect our consolidated financial statements. |
Reclassifications and Measurement Period Adjustment | Reclassifications and Measurement Period Adjustment In our condensed consolidated statements of income, we have reclassified amounts within operating expenses in the prior year period to conform with the current presentation, reclassifying compensation to our retail distribution partners from Sales and marketing to Partner distribution expense and presenting the components of Business acquisition expense (benefit) and amortization of acquisition intangibles as separate line items. In our condensed consolidated balance sheets, we have reclassified Deferred revenue as a separate line item from previously reported amounts in Other current liabilities and made the corresponding reclassification in our condensed consolidated statements of cash flows. We have also combined certain immaterial line items in our condensed consolidated statements of cash flows. We have retrospectively adjusted our balance sheet as of September 6, 2014 from previously reported amounts for a measurement period adjustment to the initial purchase price allocation of CardLab by reducing our contingent consideration liability by $11.0 million , goodwill by $10.4 million and identifiable intangible and technology assets by $0.6 million . |
Earnings Per Share | We compute basic earnings per share (EPS) by dividing net income available to common stockholders by the weighted average common shares outstanding during the period and compute diluted EPS by dividing earnings available to common stockholders by the weighted average shares outstanding during the period and the impact of securities that if exercised, would have a dilutive effect on EPS. We compute EPS under the two-class method, which is a method of computing EPS when an entity has both common stock and participating securities. We consider nonvested stock as a participating security if it contains rights to receive nonforfeitable dividends at the same rate as common stock. Under the two-class method, we exclude the income and distributions attributable to participating securities from the calculation of basic and diluted EPS and exclude the participating securities from the weighted average shares outstanding. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Business Combinations [Abstract] | |
Schedule of Initial Purchase Price Allocation | The following table summarizes the initial purchase price allocation, and we may make adjustments to these amounts through the one year measurement period as we finalize information regarding our forecasts, valuation assumptions, income taxes and contingencies (in thousands): Cash $ 24,367 Assumed liabilities, net (10,725 ) Deferred revenue (52,339 ) Deferred income taxes (12,698 ) Identifiable technology and intangible assets 97,780 Goodwill 57,107 Total purchase consideration $ 103,492 |
Summary of Identifiable Technology and Intangible Assets at Date of Acquisition | The follow table presents the components of the identifiable technology and intangible assets and their estimated useful lives at the acquisition date (dollars in thousands): Fair Value Useful Life Customer relationships $ 74,430 15 years Backlog 6,410 4 years Technology 16,940 6 years Total identifiable technology and intangible assets $ 97,780 |
Summary of Unaudited Pro Forma Financial Information | The following pro forma financial information summarizes the combined results of operations of us and Parago as though we had been combined as of the beginning of fiscal 2013 (in thousands): 12 Weeks Ended September 6, 2014 36 Weeks Ended September 6, 2014 Total revenues $ 296,589 $ 863,702 Net income attributable to Blackhawk Network Holdings, Inc. 1,967 3,830 The following pro forma financial information summarizes the combined results of operations of us and Achievers as though we had been combined as of the beginning of fiscal 2014 (in thousands): 12 weeks ended 36 weeks ended September 12, 2015 September 6, 2014 September 12, 2015 September 6, 2014 Total revenues $ 354,998 $ 280,056 $ 1,072,638 $ 814,768 Net income (loss) attributable to Blackhawk Network Holdings, Inc. 616 (5,982 ) (1,130 ) (21,159 ) Earnings (loss) per share—basic $ 0.01 $ (0.11 ) $ (0.02 ) $ (0.40 ) Earnings (loss) per share—diluted $ 0.01 $ (0.11 ) $ (0.02 ) $ (0.40 ) The following table presents revenue and net income for Achievers for both the 12 weeks and 36 weeks ended September 12, 2015 included in our condensed consolidated statements of income (in thousands): Total revenues $ 9,415 Net loss attributable to Blackhawk Network Holdings, Inc. (4,971 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Assets, Liabilities and Equity Instruments on Recurring Basis | The table below summarizes the fair values of these assets and liabilities as of September 12, 2015 , January 3, 2015 and September 6, 2014 (in thousands): September 12, 2015 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 5,070 $ — $ — $ 5,070 Liabilities Contingent consideration $ — $ — $ — $ — January 3, 2015 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 618,200 $ — $ — $ 618,200 Liabilities Contingent consideration $ — $ — $ 7,567 $ 7,567 September 6, 2014 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 86,100 $ — $ — $ 86,100 Liabilities Contingent consideration $ — $ — $ 13,100 $ 13,100 |
Summary of Changes in Fair Value of Contingent Consideration Classified as Level 3 | The changes in fair value of contingent consideration for the 36 weeks ended September 12, 2015 and September 6, 2014 are as follows (in thousands): September 12, 2015 September 6, 2014 Contingent Consideration Balance – beginning of period $ 7,567 $ — Issuance of contingent consideration for acquisition of CardLab — 13,100 Decrease in fair value of contingent consideration (7,567 ) — Balance – end of period $ — $ 13,100 |
Consolidated Financial Statem24
Consolidated Financial Statement Details (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | Other current assets as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Inventory $ 51,588 $ 37,061 $ 37,634 Deferred expenses 10,854 16,339 6,970 Income tax receivables 20,632 30,997 14,292 Other 24,876 11,261 12,906 Total other current assets $ 107,950 $ 95,658 $ 71,802 |
Schedule of Other Assets | Other assets as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Program development costs $ 52,428 $ 59,889 $ 59,729 Other receivables 4,734 9,324 9,737 Income taxes receivable 6,368 6,368 6,376 Deferred financing costs 2,002 2,003 1,330 Other 12,762 15,502 9,418 Total other assets $ 78,294 $ 93,086 $ 86,590 |
Schedule of Other Current Liabilities | Other current liabilities as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Income taxes payable 2,122 22,784 3,269 Payroll and related liabilities 23,103 24,131 15,398 Acquisition liability 607 1,811 2,140 Other payables and accrued liabilities 17,488 5,512 2,744 Total other current liabilities $ 43,320 $ 54,238 $ 23,551 |
Schedule of Other Liabilities | Other liabilities as of September 12, 2015 , January 3, 2015 and September 6, 2014 consisted of the following (in thousands): September 12, 2015 January 3, 2015 September 6, 2014 Acquisition liability $ — $ 7,567 $ 10,960 Payable to content provider 825 2,476 6,555 Taxes payable 2,418 1,599 906 Deferred revenue and other liabilities 1,624 2,790 1,904 Total other liabilities $ 4,867 $ 14,432 $ 20,325 |
Goodwill (Tables)
Goodwill (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | A summary of changes in goodwill during the 36 weeks ended September 12, 2015 is as follows (in thousands): September 12, 2015 US Retail International Retail Incentives & Rewards Total Balance, beginning of year $ 42,729 $ 32,150 $ 256,386 $ 331,265 Acquisition of Achievers — — 57,107 57,107 Measurement period adjustments — — (2,770 ) (2,770 ) Foreign currency translation adjustments — (1,386 ) (1,413 ) (2,799 ) Balance, end of period $ 42,729 $ 30,764 $ 309,310 $ 382,803 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table presents total stock-based compensation expense according to the income statement line in our condensed consolidated statements of income (loss) for the 12 and 36 weeks ended September 12, 2015 and September 6, 2014 (in thousands): 12 weeks ended 36 weeks ended September 12, 2015 September 6, 2014 September 12, 2015 September 6, 2014 Processing and services $ 1,530 $ 917 $ 4,366 $ 2,291 Sales and marketing 2,038 1,194 5,523 3,274 Cost of products sold 13 18 25 43 General and administrative 3,536 1,550 9,942 4,161 Total stock-based compensation expense $ 7,117 $ 3,679 $ 19,856 $ 9,769 |
Income Taxes (Tables)
Income Taxes (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Deferred Tax Assets (Liabilities) | The following table presents the components of our deferred tax assets (liabilities) as of September 12, 2015 and January 3, 2015 (in thousands): September 12, 2015 January 3, 2015 Deferred tax assets: Depreciation and amortization $ 261,242 $ — Net operating loss carryforwards 54,048 33,128 Accrued expenses 10,651 8,736 Non-deductible reserves 1,852 6,617 Deferred revenue 11,982 11,739 Stock-based compensation 8,625 11,156 Other 926 931 Deferred tax assets 349,326 72,307 Valuation allowance (1,393 ) (1,633 ) Total deferred tax assets 347,933 70,674 Deferred tax liabilities: Depreciation and amortization — (75,915 ) Prepaid expenses (1,384 ) — Total deferred tax liabilities (1,384 ) (75,915 ) Net deferred tax assets (liabilities) $ 346,549 $ (5,241 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables present the key metrics used by our CODM for the evaluation of segment performance and reconciliations to our consolidated financial statements (in thousands): 12 weeks ended September 12, 2015 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 214,941 $ 83,671 $ 54,053 $ — $ 352,665 Partner distribution expense 101,890 56,972 2,990 — 161,852 Operating revenues, net of Partner distribution expense 113,051 26,699 51,063 — 190,813 Other operating expenses 69,877 22,751 46,674 53,761 193,063 Segment profit (loss) / Operating loss $ 43,174 $ 3,948 $ 4,389 $ (53,761 ) (2,250 ) Other income (expense) (4,652 ) (4,652 ) Loss before income tax expense $ (6,902 ) 12 weeks ended September 6, 2014 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 186,941 $ 69,174 $ 12,912 $ — $ 269,027 Partner distribution expense 93,443 47,095 2,004 — 142,542 Operating revenues, net of Partner distribution expense 93,498 22,079 10,908 — 126,485 Other operating expenses 58,475 19,048 9,485 37,814 124,822 Segment profit (loss) / Operating income $ 35,023 $ 3,031 $ 1,423 $ (37,814 ) 1,663 Other income (expense) (898 ) (898 ) Income before income tax expense $ 765 36 weeks ended September 12, 2015 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 659,984 $ 251,249 $ 133,411 $ — $ 1,044,644 Partner distribution expense 313,628 169,578 10,987 — 494,193 Operating revenues, net of Partner distribution expense 346,356 81,671 122,424 — 550,451 Other operating expenses 209,856 73,665 110,462 137,597 531,580 Segment profit (loss) / Operating income $ 136,500 $ 8,006 $ 11,962 $ (137,597 ) 18,871 Other income (expense) (10,504 ) (10,504 ) Income before income tax expense $ 8,367 36 weeks ended September 6, 2014 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 554,654 $ 195,981 $ 35,451 $ — $ 786,086 Partner distribution expense 280,234 129,657 5,386 — 415,277 Operating revenues, net of Partner distribution expense 274,420 66,324 30,065 — 370,809 Other operating expenses 169,220 61,101 26,763 107,334 364,418 Segment profit (loss) / Operating income $ 105,200 $ 5,223 $ 3,302 $ (107,334 ) 6,391 Other income (expense) (1,955 ) (1,955 ) Income before income tax expense $ 4,436 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 8 Months Ended |
Sep. 12, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliations of Net Income and Shares Used in Calculating Basic and Diluted EPS | The following table provides reconciliations of net income and shares used in calculating basic EPS to those used in calculating diluted EPS (in thousands, except per share amounts): 12 weeks ended September 12, 2015 September 6, 2014 Basic Diluted Basic Diluted Net income (loss) attributable to Blackhawk Network Holdings, Inc. $ (3,615 ) $ (3,615 ) $ 555 $ 555 Distributed and undistributed earnings allocated to participating securities — — (1 ) (1 ) Net income (loss) attributable to common stockholders $ (3,615 ) $ (3,615 ) $ 554 $ 554 Weighted-average common shares outstanding 54,467 54,467 52,609 52,609 Common share equivalents — 1,695 Weighted-average shares outstanding 54,467 54,304 Earnings (loss) per share $ (0.07 ) $ (0.07 ) $ 0.01 $ 0.01 36 weeks ended September 12, 2015 September 6, 2014 Basic Diluted Basic Diluted Net income attributable to Blackhawk Network Holdings, Inc. $ 3,995 $ 3,995 $ 2,830 $ 2,830 Distributed and undistributed earnings allocated to participating securities (46 ) (46 ) (47 ) (47 ) Net income attributable to common stockholders $ 3,949 $ 3,949 $ 2,783 $ 2,783 Weighted-average common shares outstanding 53,941 53,941 52,450 52,450 Common share equivalents 2,053 1,585 Weighted-average shares outstanding 55,994 54,035 Earnings per share $ 0.07 $ 0.07 $ 0.05 $ 0.05 |
The Company and Significant A30
The Company and Significant Accounting Policies (Detail) $ in Thousands, shares in Millions | May. 21, 2015 | Sep. 06, 2014USD ($) | Sep. 12, 2015USD ($)country | Sep. 06, 2014USD ($) | Apr. 14, 2014shares |
Accounting Policies | |||||
Common stock conversion ratio | 1 | ||||
Decrease in fair value of contingent consideration | $ 7,567 | $ 0 | |||
Decrease in goodwill | $ 2,770 | ||||
United States | |||||
Accounting Policies | |||||
Number of countries in which entity operates | country | 1 | ||||
Foreign Countries | |||||
Accounting Policies | |||||
Number of countries in which entity operates | country | 23 | ||||
Class B Common Stock | Safeway Inc. | Spinoff | |||||
Accounting Policies | |||||
Tax free distribution, shares | shares | 37.8 | ||||
CardLab | |||||
Accounting Policies | |||||
Decrease in fair value of contingent consideration | $ 11,000 | ||||
Decrease in goodwill | 10,400 | ||||
Decrease in identifiable technology and intangible assets | $ 600 |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 12, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 |
Business Acquisition | |||||
Transition and acquisition | $ 5,275 | $ 326 | $ 6,091 | $ 360 | |
Pre-tax charge included in net loss | 2,600 | ||||
Amortization of customer relationships and backlog | 21,634 | $ 14,202 | |||
Achievers | |||||
Business Acquisition | |||||
Total purchase consideration (in cash) | $ 103,500 | ||||
Net operating loss carryforwards | 24,300 | ||||
Valuation allowance | 4,600 | ||||
Nondeductible amortization expense | 31,500 | ||||
Other deferred tax liabilities | $ 900 | ||||
Transition and acquisition | 900 | 1,700 | |||
Pre-tax charge included in net loss | 2,600 | ||||
Amortization of customer relationships and backlog | 1,700 | 1,700 | |||
After-tax net loss | 4,800 | 4,800 | |||
Employee compensation costs | $ 3,200 | $ 3,200 | |||
Income Approach Valuation Technique | Achievers | |||||
Business Acquisition | |||||
Estimated attrition rate (percentage) | 8.00% | ||||
Income Approach Valuation Technique | Minimum | Achievers | |||||
Business Acquisition | |||||
Discount rate (percentage) | 12.00% | ||||
Income Approach Valuation Technique | Maximum | Achievers | |||||
Business Acquisition | |||||
Discount rate (percentage) | 16.00% |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Initial Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 12, 2015 | Jun. 30, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Business Acquisition | ||||
Goodwill | $ 382,803 | $ 331,265 | $ 162,373 | |
Achievers | ||||
Business Acquisition | ||||
Cash | $ 24,367 | |||
Assumed liabilities, net | (10,725) | |||
Deferred revenue | (52,339) | |||
Deferred income taxes | (12,698) | |||
Identifiable technology and intangible assets | 97,780 | |||
Goodwill | 57,107 | |||
Total purchase consideration | $ 103,492 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Identifiable Technology and Intangible Assets at Date of Acquisition (Details) - Achievers $ in Thousands | Jun. 30, 2015USD ($) |
Business Acquisition | |
Total identifiable technology and intangible assets | $ 97,780 |
Customer Relationships | |
Business Acquisition | |
Total identifiable technology and intangible assets | $ 74,430 |
Weighted average useful life | 15 years |
Backlog | |
Business Acquisition | |
Total identifiable technology and intangible assets | $ 6,410 |
Weighted average useful life | 4 years |
Technology | |
Business Acquisition | |
Total identifiable technology and intangible assets | $ 16,940 |
Weighted average useful life | 6 years |
Business Acquisitions - Summa34
Business Acquisitions - Summary of Revenue and Net Income of Acquiree (Details) - Achievers - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended |
Sep. 12, 2015 | Sep. 12, 2015 | |
Business Acquisition | ||
Total revenues | $ 9,415 | $ 9,415 |
Net loss attributable to Blackhawk Network Holdings, Inc. | $ (4,971) | $ (4,971) |
Business Acquisitions - Summa35
Business Acquisitions - Summary of Unaudited Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Sep. 12, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 | |
Achievers | ||||
Business Acquisition | ||||
Total revenues | $ 354,998 | $ 280,056 | $ 1,072,638 | $ 814,768 |
Net income attributable to Blackhawk Network Holdings, Inc. | $ 616 | $ (5,982) | $ (1,130) | $ (21,159) |
Earnings (loss) per share—basic (in usd per share) | $ 0.01 | $ (0.11) | $ (0.02) | $ (0.40) |
Earnings (loss) per share—diluted (in usd per share) | $ 0.01 | $ (0.11) | $ (0.02) | $ (0.40) |
Parago, Inc. | ||||
Business Acquisition | ||||
Total revenues | $ 296,589 | $ 863,702 | ||
Net income attributable to Blackhawk Network Holdings, Inc. | $ 1,967 | $ 3,830 |
Financing (Details)
Financing (Details) - Revolving Credit Facility - USD ($) | Jun. 19, 2015 | Jun. 18, 2015 |
Amended Credit Agreement | ||
Debt Instrument | ||
Increased borrowing capacity under revolving credit facility | $ 50,000,000 | |
Maximum borrowing capacity | $ 300,000,000 | |
2014 Credit Agreement | ||
Debt Instrument | ||
Maximum borrowing capacity | $ 250,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Assets, Liabilities and Equity Instruments on Recurring Basis (Detail) - Fair Value Measurements, Recurring - USD ($) $ in Thousands | Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Liabilities | |||
Contingent consideration | $ 0 | $ 7,567 | $ 13,100 |
Money Market Mutual Funds | |||
Assets | |||
Cash and cash equivalents | 5,070 | 618,200 | 86,100 |
Level 1 | |||
Liabilities | |||
Contingent consideration | 0 | 0 | 0 |
Level 1 | Money Market Mutual Funds | |||
Assets | |||
Cash and cash equivalents | 5,070 | 618,200 | 86,100 |
Level 2 | |||
Liabilities | |||
Contingent consideration | 0 | 0 | 0 |
Level 2 | Money Market Mutual Funds | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | 0 |
Level 3 | |||
Liabilities | |||
Contingent consideration | 0 | 7,567 | 13,100 |
Level 3 | Money Market Mutual Funds | |||
Assets | |||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sum38
Fair Value Measurements - Summary of Changes in Fair Value of Contingent Consideration Classified as Level 3 (Detail) - USD ($) $ in Thousands | 8 Months Ended | |
Sep. 12, 2015 | Sep. 06, 2014 | |
Contingent Consideration | ||
Balance – beginning of period | $ 7,567 | $ 0 |
Issuance of contingent consideration for acquisition of CardLab | 0 | 13,100 |
Decrease in fair value of contingent consideration | (7,567) | 0 |
Balance – end of period | $ 0 | $ 13,100 |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) - USD ($) | 8 Months Ended | ||
Sep. 12, 2015 | Sep. 06, 2014 | Jan. 03, 2015 | |
Business Acquisition | |||
Payments for acquisition liability | $ 1,811,000 | $ 0 | |
CardLab | |||
Business Acquisition | |||
Contingent consideration liability, range high | 46,500,000 | ||
Fair Value Measurements, Recurring | |||
Business Acquisition | |||
Contingent consideration liability | 0 | 13,100,000 | $ 7,567,000 |
Fair Value Measurements, Recurring | CardLab | |||
Business Acquisition | |||
Contingent consideration liability | 0 | ||
Fair Value Measurements, Recurring | Level 2 | |||
Business Acquisition | |||
Contingent consideration liability | $ 0 | $ 0 | $ 0 |
Consolidated Financial Statem40
Consolidated Financial Statement Details - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory | $ 51,588 | $ 37,061 | $ 37,634 |
Deferred expenses | 10,854 | 16,339 | 6,970 |
Income tax receivables | 20,632 | 30,997 | 14,292 |
Other | 24,876 | 11,261 | 12,906 |
Total other current assets | $ 107,950 | $ 95,658 | $ 71,802 |
Consolidated Financial Statem41
Consolidated Financial Statement Details - Schedule of Other Assets (Detail) - USD ($) $ in Thousands | Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Program development costs | $ 52,428 | $ 59,889 | $ 59,729 |
Other receivables | 4,734 | 9,324 | 9,737 |
Income taxes receivable | 6,368 | 6,368 | 6,376 |
Deferred financing costs | 2,002 | 2,003 | 1,330 |
Other | 12,762 | 15,502 | 9,418 |
Total other assets | $ 78,294 | $ 93,086 | $ 86,590 |
Consolidated Financial Statem42
Consolidated Financial Statement Details - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Income taxes payable | $ 2,122 | $ 22,784 | $ 3,269 |
Payroll and related liabilities | 23,103 | 24,131 | 15,398 |
Acquisition liability | 607 | 1,811 | 2,140 |
Other payables and accrued liabilities | 17,488 | 5,512 | 2,744 |
Total other current liabilities | $ 43,320 | $ 54,238 | $ 23,551 |
Consolidated Financial Statem43
Consolidated Financial Statement Details - Schedule of Other Liabilities (Detail) - USD ($) $ in Thousands | Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Acquisition liability | $ 0 | $ 7,567 | $ 10,960 |
Payable to content provider | 825 | 2,476 | 6,555 |
Taxes payable | 2,418 | 1,599 | 906 |
Deferred revenue and other liabilities | 1,624 | 2,790 | 1,904 |
Total other liabilities | $ 4,867 | $ 14,432 | $ 20,325 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Goodwill (Detail) - USD ($) $ in Thousands | Sep. 06, 2014 | Sep. 12, 2015 |
Goodwill [Roll Forward] | ||
Balance, beginning of year | $ 331,265 | |
Acquisition of Achievers | 57,107 | |
Measurement period adjustments | (2,770) | |
Foreign currency translation adjustments | (2,799) | |
Balance, end of period | $ 162,373 | 382,803 |
US Retail | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 42,729 | |
Acquisition of Achievers | 0 | |
Measurement period adjustments | 0 | |
Foreign currency translation adjustments | 0 | |
Balance, end of period | 42,729 | |
International Retail | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 32,150 | |
Acquisition of Achievers | 0 | |
Measurement period adjustments | 0 | |
Foreign currency translation adjustments | (1,386) | |
Balance, end of period | 30,764 | |
Incentives & Rewards | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 256,386 | |
Acquisition of Achievers | 57,107 | |
Measurement period adjustments | (2,770) | |
Foreign currency translation adjustments | (1,413) | |
Balance, end of period | $ 309,310 |
Stock Based Compensation (Detai
Stock Based Compensation (Detail) | 8 Months Ended |
Sep. 12, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Weighted average exercise price (in usd per share) | $ / shares | $ 38.89 |
Minimum service period for retirement eligible employees (in years) | 1 year |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Stock awards and stock units granted during period (in shares) | 928,561 |
Performance Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Stock awards and stock units granted during period (in shares) | 197,300 |
Employee Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Stock options granted during period | 626,000 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Sep. 12, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | $ 7,117 | $ 3,679 | $ 19,856 | $ 9,769 |
Processing and Services | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | 1,530 | 917 | 4,366 | 2,291 |
Sales and Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | 2,038 | 1,194 | 5,523 | 3,274 |
Cost of Products Sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | 13 | 18 | 25 | 43 |
General and Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | $ 3,536 | $ 1,550 | $ 9,942 | $ 4,161 |
Equity Awards Issued to Distr47
Equity Awards Issued to Distribution Partners (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 8 Months Ended | ||
Apr. 30, 2015 | Sep. 12, 2015 | Sep. 06, 2014 | Mar. 28, 2015 | |
Equity Awards Issued to Distribution Partners [Abstract] | ||||
Shares issuable under warrant | 550,000 | 383,748 | ||
Strike price | $ 16.30 | |||
Capitalized number of incremental shares issuable | 166,252 | |||
Intangible assets recognized for warrants issued | $ 3,100 | $ 3,147 | $ 0 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | ||||
Sep. 12, 2015 | Mar. 28, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 | Jan. 03, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
Deferred tax assets recorded as a result of step-up basis | $ 374,600 | |||||
Deferred tax assets offset against Additional paid-in capital | 366,306 | $ (366,306) | $ 0 | |||
Prepaid taxes reclassified to deferred taxes for tax basis step-up | 8,200 | |||||
Notes payable to Safeway | $ 13,129 | $ 8,473 | 13,129 | 8,473 | $ 27,678 | |
Note payable to Safeway contributed to Additional paid-in capital | 8,229 | 8,229 | 0 | |||
Repayment on notes payable to Safeway | 6,320 | 0 | ||||
Deferred income taxes | $ 13,371 | $ 13,371 | $ 0 | |||
Effective income tax rate (percentage) | 47.70% | 46.00% | 53.00% | 41.60% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Sep. 12, 2015 | Jan. 03, 2015 |
Deferred tax assets: | ||
Depreciation and amortization | $ 261,242 | $ 0 |
Net operating loss carryforwards | 54,048 | 33,128 |
Accrued expenses | 10,651 | 8,736 |
Non-deductible reserves | 1,852 | 6,617 |
Deferred revenue | 11,982 | 11,739 |
Stock-based compensation | 8,625 | 11,156 |
Other | 926 | 931 |
Deferred tax assets | 349,326 | 72,307 |
Valuation allowance | (1,393) | (1,633) |
Total deferred tax assets | 347,933 | 70,674 |
Deferred tax liabilities: | ||
Depreciation and amortization | 0 | (75,915) |
Prepaid expenses | (1,384) | 0 |
Total deferred tax liabilities | (1,384) | (75,915) |
Net deferred tax assets (liabilities) | $ 346,549 | $ (5,241) |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 12, 2015 | Jan. 03, 2015 | Sep. 06, 2014 | |
Noncontrolling Interest | |||
Non-controlling interests | $ 4,429 | $ 6,840 | $ 6,715 |
Noncontrolling Interest | |||
Noncontrolling Interest | |||
Purchase of additional noncontrolling interest | 1,400 | ||
Additional Paid-in Capital | |||
Noncontrolling Interest | |||
Non-controlling interests | $ 1,900 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information (Detail) $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Sep. 12, 2015USD ($) | Sep. 06, 2014USD ($) | Sep. 12, 2015USD ($)segment | Sep. 06, 2014USD ($) | Jan. 03, 2015segment | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | segment | 3 | 2 | |||
Segment Reporting Information | |||||
Total operating revenues | $ 352,665 | $ 269,027 | $ 1,044,644 | $ 786,086 | |
Partner distribution expense | 161,852 | 142,542 | 494,193 | 415,277 | |
Operating revenues, net of Partner distribution expense | 190,813 | 126,485 | 550,451 | 370,809 | |
Other operating expenses | 193,063 | 124,822 | 531,580 | 364,418 | |
OPERATING INCOME (LOSS) | (2,250) | 1,663 | 18,871 | 6,391 | |
Other income (expense) | (4,652) | (898) | (10,504) | (1,955) | |
INCOME (LOSS) BEFORE INCOME TAX EXPENSE | (6,902) | 765 | 8,367 | 4,436 | |
Operating Segments | US Retail | |||||
Segment Reporting Information | |||||
Total operating revenues | 214,941 | 186,941 | 659,984 | 554,654 | |
Partner distribution expense | 101,890 | 93,443 | 313,628 | 280,234 | |
Operating revenues, net of Partner distribution expense | 113,051 | 93,498 | 346,356 | 274,420 | |
Other operating expenses | 69,877 | 58,475 | 209,856 | 169,220 | |
OPERATING INCOME (LOSS) | 43,174 | 35,023 | 136,500 | 105,200 | |
Operating Segments | International Retail | |||||
Segment Reporting Information | |||||
Total operating revenues | 83,671 | 69,174 | 251,249 | 195,981 | |
Partner distribution expense | 56,972 | 47,095 | 169,578 | 129,657 | |
Operating revenues, net of Partner distribution expense | 26,699 | 22,079 | 81,671 | 66,324 | |
Other operating expenses | 22,751 | 19,048 | 73,665 | 61,101 | |
OPERATING INCOME (LOSS) | 3,948 | 3,031 | 8,006 | 5,223 | |
Operating Segments | Incentives & Rewards | |||||
Segment Reporting Information | |||||
Total operating revenues | 54,053 | 12,912 | 133,411 | 35,451 | |
Partner distribution expense | 2,990 | 2,004 | 10,987 | 5,386 | |
Operating revenues, net of Partner distribution expense | 51,063 | 10,908 | 122,424 | 30,065 | |
Other operating expenses | 46,674 | 9,485 | 110,462 | 26,763 | |
OPERATING INCOME (LOSS) | 4,389 | 1,423 | 11,962 | 3,302 | |
Corporate and Unallocated | |||||
Segment Reporting Information | |||||
Total operating revenues | 0 | 0 | 0 | 0 | |
Partner distribution expense | 0 | 0 | 0 | 0 | |
Operating revenues, net of Partner distribution expense | 0 | 0 | 0 | 0 | |
Other operating expenses | 53,761 | 37,814 | 137,597 | 107,334 | |
OPERATING INCOME (LOSS) | (53,761) | (37,814) | (137,597) | (107,334) | |
Other income (expense) | $ (4,652) | $ (898) | $ (10,504) | $ (1,955) |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 8 Months Ended | ||
Sep. 12, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share | 576 | 569 | 555 | 488 |
Potential Common Shares Excluded Due to Net Loss | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share | 5,020 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliations of Net Income and Shares Used in Calculating Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Sep. 12, 2015 | Sep. 06, 2014 | Sep. 12, 2015 | Sep. 06, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Blackhawk Network Holdings, Inc. | $ (3,615) | $ 555 | $ 3,995 | $ 2,830 |
Basic | ||||
Distributed and undistributed earnings allocated to participating securities - Basic | 0 | (1) | (46) | (47) |
Net income (loss) attributable to common stockholders, Basic | $ (3,615) | $ 554 | $ 3,949 | $ 2,783 |
Weighted-average common shares outstanding-Basic (in shares) | 54,467 | 52,609 | 53,941 | 52,450 |
Basic earnings (loss) per share (in usd per share) | $ (0.07) | $ 0.01 | $ 0.07 | $ 0.05 |
Diluted | ||||
Distributed and undistributed earnings allocated to participating securities - Diluted | $ 0 | $ (1) | $ (46) | $ (47) |
Net Income (Loss) attributable to common stockholders, Diluted | $ (3,615) | $ 554 | $ 3,949 | $ 2,783 |
Common share equivalents (in shares) | 0 | 1,695 | 2,053 | 1,585 |
Weighted-average common shares outstanding-Diluted (in shares) | 54,467 | 54,304 | 55,994 | 54,035 |
Diluted earnings (loss) per share (in usd per share) | $ (0.07) | $ 0.01 | $ 0.07 | $ 0.05 |
Subsequent Event (Detail)
Subsequent Event (Detail) $ in Thousands, € in Millions | Sep. 14, 2015USD ($) | Sep. 14, 2015EUR (€) | Sep. 12, 2015USD ($) | Sep. 06, 2014USD ($) | Sep. 12, 2015USD ($) | Sep. 06, 2014USD ($) |
Business Acquisition | ||||||
Acquisition related costs | $ 5,275 | $ 326 | $ 6,091 | $ 360 | ||
Didix | ||||||
Business Acquisition | ||||||
Acquisition related costs | $ 500 | |||||
Subsequent Event | Didix | ||||||
Business Acquisition | ||||||
Total purchase consideration | $ 41,400 | € 36.5 |