Blackhawk Network 10-Q 4 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares shares in Thousands	3 Months Ended
	Mar. 26, 2016	Apr. 27, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 26, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Registrant Name	BLACKHAWK NETWORK HOLDINGS, INC
Entity Central Index Key	1,411,488
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		56,139

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands	Mar. 26, 2016	Jan. 02, 2016	Mar. 28, 2015
Current assets:
Cash and cash equivalents	$ 212,950	$ 914,576	$ 219,416
Restricted cash	3,189	3,189	3,189
Settlement receivables, net	317,585	626,077	237,233
Accounts receivable, net	224,559	241,729	176,620
Other current assets	100,361	103,319	93,860
Total current assets	858,644	1,888,890	730,318
Property, equipment and technology, net	166,223	159,357	132,014
Intangible assets, net	278,734	240,898	161,040
Goodwill	486,472	402,489	328,510
Deferred income taxes	351,161	339,558	363,601
Other assets	80,083	81,764	86,285
TOTAL ASSETS	2,221,317	3,112,956	1,801,768
Current liabilities:
Settlement payables	532,419	1,605,021	462,346
Consumer and customer deposits	97,100	84,761	103,575
Accounts payable and accrued operating expenses	105,492	119,087	103,887
Deferred revenue	110,560	113,458	35,755
Note payable, current portion	155,851	37,296	37,384
Notes payable to Safeway	4,129	4,129	19,449
Bank line of credit	114,672	0	10,000
Other current liabilities	40,583	57,342	22,128
Total current liabilities	1,160,806	2,021,094	794,524
Deferred income taxes	19,534	18,652	7,303
Note payable	268,584	324,412	325,208
Other liabilities	15,062	14,700	10,096
Total liabilities	$ 1,463,986	$ 2,378,858	$ 1,137,131
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; 56,131, 55,794 and 53,871 shares outstanding, respectively	57	56	54
Additional paid-in capital	569,728	561,939	519,668
Accumulated other comprehensive loss	(35,139)	(40,195)	(29,059)
Retained earnings	218,258	207,973	167,081
Total Blackhawk Network Holdings, Inc. equity	752,904	729,773	657,744
Non-controlling interests	4,427	4,325	6,893
Total stockholders’ equity	757,331	734,098	664,637
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 2,221,317	$ 3,112,956	$ 1,801,768

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets - Unaudited (Parenthetical) - $ / shares	Mar. 26, 2016	Jan. 02, 2016	Mar. 28, 2015
Preferred Stock
Preferred stock, par value (in usd per share)	$ 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 (in usd per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	210,000,000	210,000,000	210,000,000
Common stock, shares outstanding	56,131,000	55,794,000	53,871,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (Loss) - Unaudited - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
OPERATING REVENUES:
Commissions and fees	$ 239,624	$ 220,402
Program and other fees	75,442	58,373
Marketing	13,459	14,731
Product sales	37,937	26,225
Total operating revenues	366,462	319,731
OPERATING EXPENSES:
Partner distribution expense	172,155	155,354
Processing and services	73,107	64,208
Sales and marketing	53,338	43,593
Costs of products sold	35,732	24,903
General and administrative	24,331	18,748
Transition and acquisition	945	175
Amortization of acquisition intangibles	9,898	5,974
Change in fair value of contingent consideration	0	(4,139)
Total operating expenses	369,506	308,816
OPERATING INCOME (LOSS)	(3,044)	10,915
OTHER INCOME (EXPENSE):
Interest income and other income (expense), net	412	(801)
Interest expense	(4,066)	(2,757)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE	(6,698)	7,357
INCOME TAX EXPENSE (BENEFIT)	(3,237)	2,620
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS	(3,461)	4,737
Loss (income) attributable to non-controlling interests, net of tax	(92)	(31)
NET INCOME (LOSS) ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC.	$ (3,553)	$ 4,706
EARNINGS (LOSS) PER SHARE:
Basic (in usd per share)	$ (0.06)	$ 0.09
Diluted (in usd per share)	$ (0.06)	$ 0.08
Weighted average shares outstanding—basic (in shares)	55,752	53,323
Weighted average shares outstanding—diluted (in shares)	55,752	55,416

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income (Loss) - Unaudited - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Statement of Comprehensive Income [Abstract]
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS	$ (3,461)	$ 4,737
Other comprehensive income (loss):
Currency translation adjustments	5,066	(9,567)
COMPREHENSIVE INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS	1,605	(4,830)
Comprehensive loss (income) attributable to non-controlling interests, net of tax	(102)	(53)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC.	$ 1,503	$ (4,883)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
OPERATING ACTIVITIES:
Net income (loss) before allocation to non-controlling interests	$ (3,461)	$ 4,737
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of property, equipment and technology	9,915	8,395
Amortization of intangibles	11,048	6,999
Amortization of deferred program and contract costs	7,166	6,454
Employee stock-based compensation expense	8,000	4,989
Change in fair value of contingent consideration	0	(4,139)
Deferred income taxes	0	13,371
Other	479	1,308
Changes in operating assets and liabilities:
Settlement receivables	311,722	284,100
Settlement payables	(1,072,424)	(914,632)
Accounts receivable, current and long-term	18,053	4,934
Other current assets	7,355	(4,027)
Other assets	(4,476)	(529)
Consumer and customer deposits	14,690	(30,198)
Accounts payable and accrued operating expenses	(27,404)	(10,507)
Deferred revenue	(7,745)	(12,358)
Other current and long-term liabilities	(16,332)	(9,045)
Income taxes, net	(4,271)	(22,583)
Net cash used in operating activities	(747,685)	(672,731)
INVESTING ACTIVITIES:
Expenditures for property, equipment and technology	(9,160)	(13,843)
Business acquisitions, net of cash acquired	(113,114)	0
Change in restricted cash	0	1,811
Net cash used in investing activities	(122,274)	(12,032)
FINANCING ACTIVITIES:
Payments for acquisition liability	0	(1,811)
Proceeds from issuance of note payable	100,000	0
Repayment of note payable	(37,500)	(11,250)
Borrowings under revolving bank line of credit	636,445	387,500
Repayments on revolving bank line of credit	(521,773)	(377,500)
Repayment of debt assumed in business acquisitions	(8,964)	0
Proceeds from issuance of common stock from exercise of employee stock options and employee stock purchase plans	432	1,441
Other stock-based compensation related	(1,752)	(550)
Net cash provided by (used in) financing activities	166,888	(2,170)
Effect of exchange rate changes on cash and cash equivalents	1,445	(5,266)
Decrease in cash and cash equivalents	(701,626)	(692,199)
Cash and cash equivalents—beginning of period	914,576	911,615
Cash and cash equivalents—end of period	212,950	219,416
NONCASH FINANCING AND INVESTING ACTIVITIES
Net deferred tax assets recognized for tax basis step-up with offset to Additional paid-in capital	0	366,306
Note payable to Safeway contributed to Additional paid-in capital	$ 0	$ 8,229

The Company and Significant Acc

The Company and Significant Accounting Policies	3 Months Ended
	Mar. 26, 2016
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, the Company), 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 and operate a proprietary reload network named Reloadit, which allows consumers to reload funds onto their previously purchased GPR cards. We distribute these prepaid 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 and provide these prepaid products and related services to business clients for their loyalty, incentive and reward programs. 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 2, 2016 (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 December 31, 2016 or for any other interim period or other future year. Our condensed consolidated balance sheet as of January 2, 2016 , 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. 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 or Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-04 Liabilities—Extinguishment of Liabilities (Subtopic 405-20) : Recognition of Breakage for Certain Prepaid Stored-Value Cards, effective for fiscal years beginning after December 15, 2017. ASU 2016-04 defines liabilities related to the sale of certain prepaid stored-value cards as financial liabilities and provides guidance for the derecognition of liabilities and recognition of revenue related to the portion of the stored value that ultimately is not redeemed by customers (breakage). Early adoption is permitted and the standard shall be applied using either a modified retrospective basis or a retrospective basis. We early adopted ASU 2016-04 during our first quarter of 2016 on a modified retrospective basis because we believe that derecognition of these liabilities more accurately reflects the economics of such transactions. Accordingly, we recognized a cumulative adjustment benefit of $4.1 million , net of income taxes, to beginning retained earnings as of January 2, 2016. In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Compensation—Stock Compensation (Topic 718). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. We early adopted ASU 2016-09 during our first quarter of 2016 on a modified retrospective basis for the income statement impact of forfeitures and income taxes and have retrospectively applied ASU 2016-09 to our condensed consolidated statements of cash flows for the impact of excess tax benefits. Accordingly, we recognized a cumulative adjustment charge of $0.3 million for the adoption of the impact of forfeitures, net of income taxes, and a cumulative adjustment benefit of $10.1 million for the excess tax benefit for the exercise of warrants from prior fiscal years to beginning retained earnings as of January 2, 2016. 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 early adopting ASU 2016-04 and ASU 2016-09 (discussed above), we provide below our policies with respect to breakage and stock-based compensation. Breakage Revenue We refer to the portion of the dollar value of prepaid-stored value cards that consumers do not ultimately redeem as breakage. Where we expect to be entitled to a breakage amount, we recognize revenue using estimated breakage rates ratably over the estimated card life. We estimate breakage rates based on historical redemption patterns, market-specific trends, escheatment rules and existing economic conditions for each program. In card programs where we do not expect to be entitled to a breakage amount or are unable to reliably estimate breakage rates, we recognize breakage revenue when we consider redemption remote or we are legally defeased of the obligation, if applicable. Stock-based Compensation As a result of our adoption of ASU 2016-09, we recognize the impact of forfeitures when they occur with no adjustment for estimated forfeitures and recognize excess tax benefits as a reduction of income tax expense regardless of whether the benefit reduces income taxes payable. Additionally, we recognize the cash flow impact of such excess tax benefits in operating activities in our condensed consolidated statements of cash flows. Reclassification In our condensed consolidated statements of income (loss), we have reclassified Marketing revenue to a separate line item, previously reported in Program, interchange, marketing and other fees and have renamed such line as Program and other fees . As a result of our retrospective adoption ASU 2015-17 in the fourth quarter of 2015, we have retrospectively applied the guidance to our deferred income taxes as of March 28, 2015 .

Business Acquisitions

Business Acquisitions	3 Months Ended
	Mar. 26, 2016
Business Combinations [Abstract]
Business Acquisitions	Business Acquisitions 2016 Acquisitions Omni Prepaid On January 5, 2016, we acquired Omni Prepaid, LLC and its subsidiaries GiftCards.com, LLC, which sells digital and physical prepaid gift card solutions to consumers through a high-trafficked gift card U.S. website, and OmniCard, LLC, which sells customized prepaid incentive and reward solutions for business clients (collectively, GiftCards). The new sites and customers will expand our e-commerce businesses. The purchase consideration totaled $103.8 million in cash which we funded using a combination of cash on hand and borrowings under our Credit Agreement. The following table presents our initial estimates of the 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 $ 3,985 Consumer and customer deposits (5,429 ) Accounts payable and accrued operating expenses (9,860 ) Other tangible assets, net 1,770 Debt (5,807 ) Identifiable technology and intangible assets 47,800 Goodwill 71,341 Total purchase consideration $ 103,800 At closing, we repaid the assumed debt, which we present in financing activities in our condensed consolidated statements of cash flows, and paid $8.1 million of GiftCards' transaction expenses included above within accounts payable and accrued operating expenses, which we present in operating activities in our condensed consolidated statements of cash flows. Goodwill primarily represents the value of cash flows from future customers. We expect to deduct goodwill and the identifiable technology and intangible assets for tax purposes. The following table presents the components of the identifiable technology and intangible assets and the estimated useful lives (in thousands): Fair Value Useful Life Customer relationships $ 19,540 10 years Backlog 13,670 3 years Domain name 11,000 10 years Technology 3,590 5 years Total identifiable technology and intangible assets $ 47,800 Customer relationships represent the estimated fair value of the underlying relationships and agreements with GiftCards' business clients and consumers. Backlog represents the estimated fair value resulting from cards issued before the acquisition date, resulting from revenues, including interchange and account service fees. Domain name represents the estimated fair value of the giftcards.com domain name. Technology represents internal-use software used for the order, fulfillment and management of customer orders. We valued customer relationships, backlog and domain name using the income approach and the technology using the cost approach. Significant assumptions include forecasts of revenues, costs of revenue, development costs and sales, general and administrative expenses and estimated attrition rates for business clients and consumers. We discounted the cash flows at various rates from 9.0% to 11.0% , reflecting the different risk profiles of the assets. Acquisition-related expenses totaled $0.1 million , which we report in Transition and acquisition expense. We do not present pro forma financial information and results of operations since closing as they are immaterial to our condensed consolidated financial statements. NimbleCommerce On February 3, 2016, we acquired NimbleCommerce, a digital commerce platform and network for promotions. NimbleCommerce also allows merchants and brands to manage their own prepaid offer and gift card programs, or resell through a network of retailer and publisher branded sites. The purchase price totaled $13.2 million in cash. Our preliminary purchase price allocation includes goodwill of $10.7 million , technology of $3.7 million , customer relationship intangibles of $1.8 million , deferred income tax assets of $2.7 million and assumed debt of $3.2 million , which we repaid at closing. We do not expect to deduct goodwill for income tax purposes. Goodwill primarily represents the value of cash flows from future customers. We do not present pro forma financial information and results of operations since closing as they are immaterial to our condensed consolidated financial statements. Extrameasures After the end of the first quarter of 2016, on March 31, 2016, we acquired substantially all of the net assets of Extrameasures, a prepaid consumer promotions and incentives company. Through its customized rebate programs, Extrameasures offers Visa prepaid cards and private label merchant-specific reward and gift cards with a proprietary platform to help businesses drive consumer acquisition, engagement and loyalty. The purchase consideration includes $45 million in cash and a contingent earnout payable in cash for up to $45 million based on Extrameasures' operating results over the next three years. We are still gathering information for the purchase price allocation for this acquisition. Acquisition-related expenses totaled $0.7 million , which we include in Transition and acquisition expense. 2015 Acquisitions The measurement period for our acquisition of Achievers remains open with respect to certain valuation and forecast assumptions and income taxes. The measurement period for our acquisition of Didix remains open with respect to income taxes.

Financing

Financing	3 Months Ended
	Mar. 26, 2016
Debt Disclosure [Abstract]
Financing	Financing On January 25, 2016, in conjunction with our acquisition of GiftCards (see Note 2 — Business Acquisitions ), we exercised our option to draw down an incremental $100 million on our term loan.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 26, 2016
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 March 26, 2016 , January 2, 2016 and March 28, 2015 (in thousands): March 26, 2016 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 5,100 $ — $ — $ 5,100 January 2, 2016 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 370,070 $ — $ — $ 370,070 Liabilities Contingent consideration $ — $ — $ — $ — March 28, 2015 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 2,100 $ — $ — $ 2,100 Liabilities Contingent consideration $ — $ — $ 3,428 $ 3,428 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 12 weeks ended March 26, 2016 , 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. Loan and line of credit payable —As of March 26, 2016 , using Level 2 inputs, we estimate the fair value of our term loan and line of credit payable to be approximately $540.5 million .

Consolidated Financial Statemen

Consolidated Financial Statement Details	3 Months Ended
	Mar. 26, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Consolidated Financial Statement Details	Consolidated Financial Statement Details The following tables represent the components of Other current assets , Other assets , Other current liabilities and Other liabilities as of March 26, 2016 , January 2, 2016 and March 28, 2015 consisted of the following (in thousands): March 26, 2016 January 2, 2016 March 28, 2015 Other Current Assets: Inventory $ 40,506 $ 36,528 $ 37,095 Deferred expenses 11,833 18,182 11,228 Income tax receivables 18,259 14,831 25,173 Other 29,763 33,778 20,364 Total other current assets $ 100,361 $ 103,319 $ 93,860 Other Assets: Deferred program and contract costs $ 46,103 $ 50,717 $ 56,216 Other receivables 3,239 2,281 9,077 Income taxes receivable 6,155 6,155 6,368 Deferred financing costs 1,888 2,100 1,860 Other 22,698 20,511 12,764 Total other assets $ 80,083 $ 81,764 $ 86,285 Other Current Liabilities : Payroll and related liabilities 23,444 34,530 17,206 Income taxes payable 1,822 3,216 1,527 Other payables and accrued liabilities 15,317 19,596 3,395 Total other current liabilities $ 40,583 $ 57,342 $ 22,128 Other Liabilities: Acquisition liability $ — $ — $ 3,428 Payable to content provider — — 2,476 Income taxes payable 4,839 4,249 1,405 Deferred income and other liabilities 10,223 10,451 2,787 Total other liabilities $ 15,062 $ 14,700 $ 10,096

Goodwill

Goodwill	3 Months Ended
	Mar. 26, 2016
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. During the first quarter of 2016, as a result of changes in reporting financial results to our Chief Operating Decision Maker, we concluded that we should split our historical e-Commerce operating segment, which we had reported in Incentives & Rewards reportable segment, into two operating segments: e-Commerce Retail, which we now report in US Retail reportable segment, and e-Commerce Incentives, which we continue to report in Incentives & Rewards reportable segment. Accordingly, we allocated the goodwill from the historical e-Commerce segment between these two segments based on their relative fair values. We allocated the goodwill from our acquisition of GiftCards between these two segments. A summary of changes in goodwill during the 12 weeks ended March 26, 2016 is as follows (in thousands): March 26, 2016 US Retail International Retail Incentives & Rewards Total Balance, beginning of period $ 42,729 $ 49,156 $ 310,604 $ 402,489 Re-allocation of e-Commerce goodwill 2,671 — (2,671 ) — Acquisition of GiftCards 33,861 — 37,480 71,341 Acquisition of NimbleCommerce 10,681 — — 10,681 Foreign currency translation adjustments — 1,367 594 1,961 Balance, end of period $ 89,942 $ 50,523 $ 346,007 $ 486,472

Stock Based Compensation

Stock Based Compensation	3 Months Ended
	Mar. 26, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Based Compensation	Stock Based Compensation During the 12 weeks ended March 26, 2016 , our Board of Directors granted 853,942 restricted stock units, 172,300 performance stock units and 499,100 stock options at a weighted-average exercise price of $38.70 per share. 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 weeks ended March 26, 2016 and March 28, 2015 (in thousands): 12 weeks ended March 26, 2016 March 28, 2015 Processing and services $ 1,409 $ 1,350 Sales and marketing 2,814 1,199 Cost of products sold 16 (5 ) General and administrative 3,761 2,445 Total stock-based compensation expense $ 8,000 $ 4,989

Income Taxes

Income Taxes	3 Months Ended
	Mar. 26, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our effective tax rates were 48.3% and 35.6% for the 12 weeks ended March 26, 2016 and March 28, 2015 , respectively. The effective rate for the 12 weeks ended March 26, 2016 is reflective of pre-tax loss compared to pre-tax income in the 12 weeks ended March 28, 2015 . The effective rate for the 12 weeks ended March 26, 2016 was higher due to excess tax benefits for employee stock based compensation (which resulted in an increase to the effective tax rate due to a loss for the quarter).

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 26, 2016
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 matters 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. We believe that the suit is without merit, and are vigorously defending 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. On July 7, 2015, we filed a motion to dismiss the case in its entirety. On February 26, 2016, the Court granted the motion to dismiss in part, dismissing two claims of the amended complaint. On March 25, 2016 we filed our answer denying the remaining claims and a counterclaim for attorneys’ fees pursuant to the merger agreement between the parties. The plaintiff has filed a declaratory judgment action to dismiss the counterclaim. We believe the likelihood of loss is remote. In addition, we transact business in non-U.S. markets and may, from time to time, be subject to disputes and tax audits by foreign tax authorities related to indirect taxes typically on commissions or fees we receive from non-resident content providers. As a result of an indemnification that we received, our exposure has decreased from $12 million as reported in our Annual Report to approximately $5 million primarily in a single jurisdiction. In that jurisdiction, we have lost an appeal over a dispute related to a certain period. Even if we were to be assessed for other periods, which we currently estimate could be up to approximately $5 million , we believe it is more likely than not that we will prevail.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 26, 2016
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting Our three reportable segments are US Retail, International Retail and Incentives & Rewards. During the first quarter of 2016, as a result of changes in reporting financial results to our Chief Operating Decision Maker, we concluded that we should split our historical e-Commerce segment, which we had reported in Incentives & Rewards, into two segments: e-Commerce Retail, which we report in US Retail, and e-Commerce Incentives, which we report in Incentives & Rewards. We have not retroactively adjusted 2015 segment information as the results of the e-Commerce Retail segment were immaterial. 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. 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, including certain significant noncash charges (consisting of certain depreciation and amortization of property, equipment and technology and distribution partner stock-based compensation expense) which have been deducted from the segment profit amounts shown below, and reconciliations of these amounts to our consolidated financial statements (in thousands): 12 weeks ended March 26, 2016 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 216,271 $ 88,915 $ 61,276 $ — $ 366,462 Partner distribution expense 105,684 63,679 2,792 — 172,155 Operating revenues, net of Partner distribution expense 110,587 25,236 58,484 — 194,307 Other operating expenses 66,621 21,678 50,548 58,504 197,351 Segment profit (loss) / Operating loss $ 43,966 $ 3,558 $ 7,936 $ (58,504 ) (3,044 ) Other income (expense) (3,654 ) Loss before income tax expense $ (6,698 ) Non-cash charges 1,354 441 3,697 12 weeks ended March 28, 2015 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 199,909 $ 79,423 $ 40,399 $ — $ 319,731 Partner distribution expense 94,184 56,609 4,561 — 155,354 Operating revenues, net of Partner distribution expense 105,725 22,814 35,838 — 164,377 Other operating expenses 62,492 19,727 31,398 39,845 153,462 Segment profit (loss) / Operating income $ 43,233 $ 3,087 $ 4,440 $ (39,845 ) 10,915 Other income (expense) (3,558 ) Income before income tax expense $ 7,357 Non-cash charges 1,227 207 2,405

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 26, 2016
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share 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 March 26, 2016 March 28, 2015 Basic Diluted Basic Diluted Net income (loss) attributable to Blackhawk Network Holdings, Inc. $ (3,553 ) $ (3,553 ) $ 4,706 $ 4,706 Distributed and undistributed earnings allocated to participating securities (15 ) (15 ) (52 ) (51 ) Net income (loss) attributable to common stockholders $ (3,568 ) $ (3,568 ) $ 4,654 $ 4,655 Weighted-average common shares outstanding 55,752 55,752 53,323 53,323 Common share equivalents — 2,093 Weighted-average shares outstanding 55,752 55,416 Earnings (loss) per share $ (0.06 ) $ (0.06 ) $ 0.09 $ 0.08 The weighted-average common shares outstanding for diluted EPS for the 12 weeks ended March 26, 2016 excluded approximately 3,952,000 potential common shares outstanding due to the net loss attributable to common shareholders. Also excluded were approximately 1,158,000 and 595,000 potential common stock outstanding for the 12 weeks ended March 26, 2016 and March 28, 2015 , respectively, because the effect would have reduced weighted-average shares outstanding. Potential common stock outstanding results in fewer common share equivalents as a result of the treasury stock method.

The Company and Significant A18

The Company and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 26, 2016
Accounting Policies [Abstract]
The Company	The Company Blackhawk Network Holdings, Inc., together with its subsidiaries (we, us, our, the Company), 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 and operate a proprietary reload network named Reloadit, which allows consumers to reload funds onto their previously purchased GPR cards. We distribute these prepaid 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 and provide these prepaid products and related services to business clients for their loyalty, incentive and reward programs.
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 2, 2016 (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 December 31, 2016 or for any other interim period or other future year. Our condensed consolidated balance sheet as of January 2, 2016 , 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.
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 or Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-04 Liabilities—Extinguishment of Liabilities (Subtopic 405-20) : Recognition of Breakage for Certain Prepaid Stored-Value Cards, effective for fiscal years beginning after December 15, 2017. ASU 2016-04 defines liabilities related to the sale of certain prepaid stored-value cards as financial liabilities and provides guidance for the derecognition of liabilities and recognition of revenue related to the portion of the stored value that ultimately is not redeemed by customers (breakage). Early adoption is permitted and the standard shall be applied using either a modified retrospective basis or a retrospective basis. We early adopted ASU 2016-04 during our first quarter of 2016 on a modified retrospective basis because we believe that derecognition of these liabilities more accurately reflects the economics of such transactions. Accordingly, we recognized a cumulative adjustment benefit of $4.1 million , net of income taxes, to beginning retained earnings as of January 2, 2016. In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Compensation—Stock Compensation (Topic 718). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. We early adopted ASU 2016-09 during our first quarter of 2016 on a modified retrospective basis for the income statement impact of forfeitures and income taxes and have retrospectively applied ASU 2016-09 to our condensed consolidated statements of cash flows for the impact of excess tax benefits. Accordingly, we recognized a cumulative adjustment charge of $0.3 million for the adoption of the impact of forfeitures, net of income taxes, and a cumulative adjustment benefit of $10.1 million for the excess tax benefit for the exercise of warrants from prior fiscal years to beginning retained earnings as of January 2, 2016.
Breakage Revenue	Breakage Revenue We refer to the portion of the dollar value of prepaid-stored value cards that consumers do not ultimately redeem as breakage. Where we expect to be entitled to a breakage amount, we recognize revenue using estimated breakage rates ratably over the estimated card life. We estimate breakage rates based on historical redemption patterns, market-specific trends, escheatment rules and existing economic conditions for each program. In card programs where we do not expect to be entitled to a breakage amount or are unable to reliably estimate breakage rates, we recognize breakage revenue when we consider redemption remote or we are legally defeased of the obligation, if applicable.
Stock-based Compensation	Stock-based Compensation As a result of our adoption of ASU 2016-09, we recognize the impact of forfeitures when they occur with no adjustment for estimated forfeitures and recognize excess tax benefits as a reduction of income tax expense regardless of whether the benefit reduces income taxes payable. Additionally, we recognize the cash flow impact of such excess tax benefits in operating activities in our condensed consolidated statements of cash flows.
Reclassification	Reclassification In our condensed consolidated statements of income (loss), we have reclassified Marketing revenue to a separate line item, previously reported in Program, interchange, marketing and other fees and have renamed such line as Program and other fees . As a result of our retrospective adoption ASU 2015-17 in the fourth quarter of 2015, we have retrospectively applied the guidance to our deferred income taxes as of March 28, 2015 .

Business Acquisitions (Tables)

Business Acquisitions (Tables)	3 Months Ended
	Mar. 26, 2016
Business Combinations [Abstract]
Schedule of Initial Purchase Price Allocation	The following table presents our initial estimates of the 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 $ 3,985 Consumer and customer deposits (5,429 ) Accounts payable and accrued operating expenses (9,860 ) Other tangible assets, net 1,770 Debt (5,807 ) Identifiable technology and intangible assets 47,800 Goodwill 71,341 Total purchase consideration $ 103,800
Summary of Identifiable Technology and Intangible Assets at Date of Acquisition	The following table presents the components of the identifiable technology and intangible assets and the estimated useful lives (in thousands): Fair Value Useful Life Customer relationships $ 19,540 10 years Backlog 13,670 3 years Domain name 11,000 10 years Technology 3,590 5 years Total identifiable technology and intangible assets $ 47,800

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 26, 2016
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 March 26, 2016 , January 2, 2016 and March 28, 2015 (in thousands): March 26, 2016 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 5,100 $ — $ — $ 5,100 January 2, 2016 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 370,070 $ — $ — $ 370,070 Liabilities Contingent consideration $ — $ — $ — $ — March 28, 2015 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market mutual funds $ 2,100 $ — $ — $ 2,100 Liabilities Contingent consideration $ — $ — $ 3,428 $ 3,428

Consolidated Financial Statem21

Consolidated Financial Statement Details (Tables)	3 Months Ended
	Mar. 26, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Other Current Assets	The following tables represent the components of Other current assets , Other assets , Other current liabilities and Other liabilities as of March 26, 2016 , January 2, 2016 and March 28, 2015 consisted of the following (in thousands): March 26, 2016 January 2, 2016 March 28, 2015 Other Current Assets: Inventory $ 40,506 $ 36,528 $ 37,095 Deferred expenses 11,833 18,182 11,228 Income tax receivables 18,259 14,831 25,173 Other 29,763 33,778 20,364 Total other current assets $ 100,361 $ 103,319 $ 93,860 Other Assets: Deferred program and contract costs $ 46,103 $ 50,717 $ 56,216 Other receivables 3,239 2,281 9,077 Income taxes receivable 6,155 6,155 6,368 Deferred financing costs 1,888 2,100 1,860 Other 22,698 20,511 12,764 Total other assets $ 80,083 $ 81,764 $ 86,285 Other Current Liabilities : Payroll and related liabilities 23,444 34,530 17,206 Income taxes payable 1,822 3,216 1,527 Other payables and accrued liabilities 15,317 19,596 3,395 Total other current liabilities $ 40,583 $ 57,342 $ 22,128 Other Liabilities: Acquisition liability $ — $ — $ 3,428 Payable to content provider — — 2,476 Income taxes payable 4,839 4,249 1,405 Deferred income and other liabilities 10,223 10,451 2,787 Total other liabilities $ 15,062 $ 14,700 $ 10,096
Schedule of Other Assets	The following tables represent the components of Other current assets , Other assets , Other current liabilities and Other liabilities as of March 26, 2016 , January 2, 2016 and March 28, 2015 consisted of the following (in thousands): March 26, 2016 January 2, 2016 March 28, 2015 Other Current Assets: Inventory $ 40,506 $ 36,528 $ 37,095 Deferred expenses 11,833 18,182 11,228 Income tax receivables 18,259 14,831 25,173 Other 29,763 33,778 20,364 Total other current assets $ 100,361 $ 103,319 $ 93,860 Other Assets: Deferred program and contract costs $ 46,103 $ 50,717 $ 56,216 Other receivables 3,239 2,281 9,077 Income taxes receivable 6,155 6,155 6,368 Deferred financing costs 1,888 2,100 1,860 Other 22,698 20,511 12,764 Total other assets $ 80,083 $ 81,764 $ 86,285 Other Current Liabilities : Payroll and related liabilities 23,444 34,530 17,206 Income taxes payable 1,822 3,216 1,527 Other payables and accrued liabilities 15,317 19,596 3,395 Total other current liabilities $ 40,583 $ 57,342 $ 22,128 Other Liabilities: Acquisition liability $ — $ — $ 3,428 Payable to content provider — — 2,476 Income taxes payable 4,839 4,249 1,405 Deferred income and other liabilities 10,223 10,451 2,787 Total other liabilities $ 15,062 $ 14,700 $ 10,096
Schedule of Other Current Liabilities	The following tables represent the components of Other current assets , Other assets , Other current liabilities and Other liabilities as of March 26, 2016 , January 2, 2016 and March 28, 2015 consisted of the following (in thousands): March 26, 2016 January 2, 2016 March 28, 2015 Other Current Assets: Inventory $ 40,506 $ 36,528 $ 37,095 Deferred expenses 11,833 18,182 11,228 Income tax receivables 18,259 14,831 25,173 Other 29,763 33,778 20,364 Total other current assets $ 100,361 $ 103,319 $ 93,860 Other Assets: Deferred program and contract costs $ 46,103 $ 50,717 $ 56,216 Other receivables 3,239 2,281 9,077 Income taxes receivable 6,155 6,155 6,368 Deferred financing costs 1,888 2,100 1,860 Other 22,698 20,511 12,764 Total other assets $ 80,083 $ 81,764 $ 86,285 Other Current Liabilities : Payroll and related liabilities 23,444 34,530 17,206 Income taxes payable 1,822 3,216 1,527 Other payables and accrued liabilities 15,317 19,596 3,395 Total other current liabilities $ 40,583 $ 57,342 $ 22,128 Other Liabilities: Acquisition liability $ — $ — $ 3,428 Payable to content provider — — 2,476 Income taxes payable 4,839 4,249 1,405 Deferred income and other liabilities 10,223 10,451 2,787 Total other liabilities $ 15,062 $ 14,700 $ 10,096
Schedule of Other Liabilities	The following tables represent the components of Other current assets , Other assets , Other current liabilities and Other liabilities as of March 26, 2016 , January 2, 2016 and March 28, 2015 consisted of the following (in thousands): March 26, 2016 January 2, 2016 March 28, 2015 Other Current Assets: Inventory $ 40,506 $ 36,528 $ 37,095 Deferred expenses 11,833 18,182 11,228 Income tax receivables 18,259 14,831 25,173 Other 29,763 33,778 20,364 Total other current assets $ 100,361 $ 103,319 $ 93,860 Other Assets: Deferred program and contract costs $ 46,103 $ 50,717 $ 56,216 Other receivables 3,239 2,281 9,077 Income taxes receivable 6,155 6,155 6,368 Deferred financing costs 1,888 2,100 1,860 Other 22,698 20,511 12,764 Total other assets $ 80,083 $ 81,764 $ 86,285 Other Current Liabilities : Payroll and related liabilities 23,444 34,530 17,206 Income taxes payable 1,822 3,216 1,527 Other payables and accrued liabilities 15,317 19,596 3,395 Total other current liabilities $ 40,583 $ 57,342 $ 22,128 Other Liabilities: Acquisition liability $ — $ — $ 3,428 Payable to content provider — — 2,476 Income taxes payable 4,839 4,249 1,405 Deferred income and other liabilities 10,223 10,451 2,787 Total other liabilities $ 15,062 $ 14,700 $ 10,096

Goodwill (Tables)

Goodwill (Tables)	3 Months Ended
	Mar. 26, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Changes in Goodwill	A summary of changes in goodwill during the 12 weeks ended March 26, 2016 is as follows (in thousands): March 26, 2016 US Retail International Retail Incentives & Rewards Total Balance, beginning of period $ 42,729 $ 49,156 $ 310,604 $ 402,489 Re-allocation of e-Commerce goodwill 2,671 — (2,671 ) — Acquisition of GiftCards 33,861 — 37,480 71,341 Acquisition of NimbleCommerce 10,681 — — 10,681 Foreign currency translation adjustments — 1,367 594 1,961 Balance, end of period $ 89,942 $ 50,523 $ 346,007 $ 486,472

Stock Based Compensation (Table

Stock Based Compensation (Tables)	3 Months Ended
	Mar. 26, 2016
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 weeks ended March 26, 2016 and March 28, 2015 (in thousands): 12 weeks ended March 26, 2016 March 28, 2015 Processing and services $ 1,409 $ 1,350 Sales and marketing 2,814 1,199 Cost of products sold 16 (5 ) General and administrative 3,761 2,445 Total stock-based compensation expense $ 8,000 $ 4,989

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 26, 2016
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	12 weeks ended March 26, 2016 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 216,271 $ 88,915 $ 61,276 $ — $ 366,462 Partner distribution expense 105,684 63,679 2,792 — 172,155 Operating revenues, net of Partner distribution expense 110,587 25,236 58,484 — 194,307 Other operating expenses 66,621 21,678 50,548 58,504 197,351 Segment profit (loss) / Operating loss $ 43,966 $ 3,558 $ 7,936 $ (58,504 ) (3,044 ) Other income (expense) (3,654 ) Loss before income tax expense $ (6,698 ) Non-cash charges 1,354 441 3,697 12 weeks ended March 28, 2015 US Retail International Retail Incentives & Rewards Corporate and Unallocated Consolidated Total operating revenues $ 199,909 $ 79,423 $ 40,399 $ — $ 319,731 Partner distribution expense 94,184 56,609 4,561 — 155,354 Operating revenues, net of Partner distribution expense 105,725 22,814 35,838 — 164,377 Other operating expenses 62,492 19,727 31,398 39,845 153,462 Segment profit (loss) / Operating income $ 43,233 $ 3,087 $ 4,440 $ (39,845 ) 10,915 Other income (expense) (3,558 ) Income before income tax expense $ 7,357 Non-cash charges 1,227 207 2,405

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 26, 2016
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 March 26, 2016 March 28, 2015 Basic Diluted Basic Diluted Net income (loss) attributable to Blackhawk Network Holdings, Inc. $ (3,553 ) $ (3,553 ) $ 4,706 $ 4,706 Distributed and undistributed earnings allocated to participating securities (15 ) (15 ) (52 ) (51 ) Net income (loss) attributable to common stockholders $ (3,568 ) $ (3,568 ) $ 4,654 $ 4,655 Weighted-average common shares outstanding 55,752 55,752 53,323 53,323 Common share equivalents — 2,093 Weighted-average shares outstanding 55,752 55,416 Earnings (loss) per share $ (0.06 ) $ (0.06 ) $ 0.09 $ 0.08

The Company and Significant A26

The Company and Significant Accounting Policies (Detail) $ in Millions	Mar. 26, 2016country	Jan. 02, 2016USD ($)
United States
New Accounting Pronouncement, Early Adoption [Line Items]
Number of countries in which entity operates | country	1
Foreign Countries
New Accounting Pronouncement, Early Adoption [Line Items]
Number of countries in which entity operates | country	23
Retained Earnings | Accounting Standards Update 2016-04 | New Accounting Pronouncement, Early Adoption, Effect
New Accounting Pronouncement, Early Adoption [Line Items]
Cumulative effect of new accounting principle in period of adoption		$ 4.1
Retained Earnings | Accounting Standards Update 2016-09, Forfeiture Rate Component | New Accounting Pronouncement, Early Adoption, Effect
New Accounting Pronouncement, Early Adoption [Line Items]
Cumulative effect of new accounting principle in period of adoption		(0.3)
Retained Earnings | Accounting Standards Update 2016-09, Tax Benefits Of Warrants | New Accounting Pronouncement, Early Adoption, Effect
New Accounting Pronouncement, Early Adoption [Line Items]
Cumulative effect of new accounting principle in period of adoption		$ 10.1

Business Acquisitions (Details)

Business Acquisitions (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Feb. 03, 2016	Jan. 05, 2016	Mar. 26, 2016	Mar. 28, 2015	Jan. 02, 2016
Business Acquisition
Transition and acquisition expenses				$ 945	$ 175
Goodwill				486,472	$ 328,510	$ 402,489
Omni Prepaid
Business Acquisition
Total purchase consideration (in cash)			$ 103,800
Repayment of acquisition-related transaction expenses				$ 8,100
Transition and acquisition expenses			100
Goodwill			71,341
Identifiable technology and intangible assets			47,800
Debt			5,807
Omni Prepaid | Technology
Business Acquisition
Identifiable technology and intangible assets			3,590
Omni Prepaid | Customer relationships
Business Acquisition
Identifiable technology and intangible assets			$ 19,540
Omni Prepaid | Income Approach Valuation Technique | Finite-Lived Intangible Assets | Minimum
Business Acquisition
Discount rate (percentage)			9.00%
Omni Prepaid | Income Approach Valuation Technique | Finite-Lived Intangible Assets | Maximum
Business Acquisition
Discount rate (percentage)			11.00%
NimbleCommerce
Business Acquisition
Total purchase consideration (in cash)		$ 13,200
Goodwill		10,700
Deferred income tax assets		2,700
Debt		3,200
NimbleCommerce | Technology
Business Acquisition
Identifiable technology and intangible assets		3,700
NimbleCommerce | Customer relationships
Business Acquisition
Identifiable technology and intangible assets		$ 1,800
Extrameasures | Subsequent Event
Business Acquisition
Total purchase consideration (in cash)	$ 45,000
Transition and acquisition expenses	700
Contingent earnout payable	$ 45,000

Business Acquisitions - Schedul

Business Acquisitions - Schedule of Initial Purchase Price Allocation (Details) - USD ($) $ in Thousands	Mar. 26, 2016	Jan. 05, 2016	Jan. 02, 2016	Mar. 28, 2015
Business Acquisition
Goodwill	$ 486,472		$ 402,489	$ 328,510
Omni Prepaid
Business Acquisition
Cash		$ 3,985
Consumer and customer deposits		(5,429)
Accounts payable and accrued operating expenses		(9,860)
Other tangible assets, net		1,770
Debt		(5,807)
Identifiable technology and intangible assets		47,800
Goodwill		71,341
Total purchase consideration		$ 103,800

Business Acquisitions - Summary

Business Acquisitions - Summary of Identifiable Technology and Intangible Assets at Date of Acquisition (Details) - Omni Prepaid $ in Thousands	Jan. 05, 2016USD ($)
Business Acquisition
Total identifiable technology and intangible assets	$ 47,800
Customer relationships
Business Acquisition
Total identifiable technology and intangible assets	$ 19,540
Weighted average useful life	10 years
Backlog
Business Acquisition
Total identifiable technology and intangible assets	$ 13,670
Weighted average useful life	3 years
Domain name
Business Acquisition
Total identifiable technology and intangible assets	$ 11,000
Weighted average useful life	10 years
Technology
Business Acquisition
Total identifiable technology and intangible assets	$ 3,590
Weighted average useful life	5 years

Financing (Details)

Financing (Details) - USD ($) $ in Thousands	Jan. 25, 2016	Mar. 26, 2016	Mar. 28, 2015
Debt Disclosure [Abstract]
Proceeds from issuance of note payable	$ 100,000	$ 100,000	$ 0

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	Mar. 26, 2016	Jan. 02, 2016	Mar. 28, 2015
Liabilities
Contingent consideration		$ 0	$ 3,428
Money Market Mutual Funds
Assets
Cash and cash equivalents	$ 5,100	370,070	2,100
Level 1
Liabilities
Contingent consideration		0	0
Level 1 | Money Market Mutual Funds
Assets
Cash and cash equivalents	5,100	370,070	2,100
Level 2
Liabilities
Contingent consideration		0	0
Level 2 | Money Market Mutual Funds
Assets
Cash and cash equivalents	0	0	0
Level 3
Liabilities
Contingent consideration		0	3,428
Level 3 | Money Market Mutual Funds
Assets
Cash and cash equivalents	$ 0	$ 0	$ 0

Fair Value Measurements (Detail

Fair Value Measurements (Detail) $ in Millions	Mar. 26, 2016USD ($)
Level 2
Business Acquisition
Fair value of term loan and line of credit payable	$ 540.5

Consolidated Financial Statem33

Consolidated Financial Statement Details (Detail) - USD ($) $ in Thousands	Mar. 26, 2016	Jan. 02, 2016	Mar. 28, 2015
Other Current Assets:
Inventory	$ 40,506	$ 36,528	$ 37,095
Deferred expenses	11,833	18,182	11,228
Income tax receivables	18,259	14,831	25,173
Other	29,763	33,778	20,364
Total other current assets	100,361	103,319	93,860
Other Assets:
Deferred program and contract costs	46,103	50,717	56,216
Other receivables	3,239	2,281	9,077
Income taxes receivable	6,155	6,155	6,368
Deferred financing costs	1,888	2,100	1,860
Other	22,698	20,511	12,764
Total other assets	80,083	81,764	86,285
Other Current Liabilities:
Payroll and related liabilities	23,444	34,530	17,206
Income taxes payable	1,822	3,216	1,527
Other payables and accrued liabilities	15,317	19,596	3,395
Total other current liabilities	40,583	57,342	22,128
Other Liabilities:
Acquisition liability	0	0	3,428
Payable to content provider	0	0	2,476
Income taxes payable	4,839	4,249	1,405
Deferred income and other liabilities	10,223	10,451	2,787
Total other liabilities	$ 15,062	$ 14,700	$ 10,096

Goodwill - Summary of Changes i

Goodwill - Summary of Changes in Goodwill (Detail) $ in Thousands	3 Months Ended
	Mar. 26, 2016USD ($)segment
Goodwill
Balance, beginning of period	$ 402,489
Balance, end of period	486,472
Operating Segments
Goodwill
Balance, beginning of period	402,489
Re-allocation of e-Commerce goodwill	0
Foreign currency translation adjustments	1,961
Balance, end of period	486,472
Operating Segments | GiftCards
Goodwill
Goodwill acquired during period	71,341
Operating Segments | NimbleCommerce
Goodwill
Goodwill acquired during period	10,681
Operating Segments | US Retail
Goodwill
Balance, beginning of period	42,729
Re-allocation of e-Commerce goodwill	2,671
Foreign currency translation adjustments	0
Balance, end of period	89,942
Operating Segments | US Retail | GiftCards
Goodwill
Goodwill acquired during period	33,861
Operating Segments | US Retail | NimbleCommerce
Goodwill
Goodwill acquired during period	10,681
Operating Segments | International Retail
Goodwill
Balance, beginning of period	49,156
Re-allocation of e-Commerce goodwill	0
Foreign currency translation adjustments	1,367
Balance, end of period	50,523
Operating Segments | International Retail | GiftCards
Goodwill
Goodwill acquired during period	0
Operating Segments | International Retail | NimbleCommerce
Goodwill
Goodwill acquired during period	0
Operating Segments | Incentives & Rewards
Goodwill
Balance, beginning of period	310,604
Re-allocation of e-Commerce goodwill	(2,671)
Foreign currency translation adjustments	594
Balance, end of period	346,007
Operating Segments | Incentives & Rewards | GiftCards
Goodwill
Goodwill acquired during period	37,480
Operating Segments | Incentives & Rewards | NimbleCommerce
Goodwill
Goodwill acquired during period	$ 0
ECommerce
Goodwill
Number of operating segments | segment	2

Stock Based Compensation (Detai

Stock Based Compensation (Detail)	3 Months Ended
	Mar. 26, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average exercise price (in usd per share) | $ / shares	$ 38.70
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award
Stock awards and stock units granted during period (in shares)	853,942
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award
Stock awards and stock units granted during period (in shares)	172,300
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock options granted during period (in shares)	499,100

Stock Based Compensation - Sche

Stock Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
Stock-based compensation expense	$ 8,000	$ 4,989
Processing and services
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
Stock-based compensation expense	1,409	1,350
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
Stock-based compensation expense	2,814	1,199
Cost of products sold
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
Stock-based compensation expense	16	(5)
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
Stock-based compensation expense	$ 3,761	$ 2,445

Income Taxes (Detail)

Income Taxes (Detail)	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Income Tax Disclosure [Abstract]
Effective income tax rate (percentage)	48.30%	35.60%

Commitments and Contingencies C

Commitments and Contingencies Commitments and Contingencies (Details) $ in Millions	Feb. 26, 2016claim	Mar. 26, 2016USD ($)	Jan. 02, 2016USD ($)
Foreign Tax Jurisdiction
Loss Contingencies [Line Items]
Estimate of possible loss, tax liability			$ 12
Foreign Tax Jurisdiction | Maximum
Loss Contingencies [Line Items]
Estimate of possible loss, tax liability		$ 5
Pending Litigation | CardLab, Inc. v. Blackhawk Network Holdings, Inc., Case No. 10851
Loss Contingencies [Line Items]
Number of claims dismissed | claim	2

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting Information (Detail) $ in Thousands	3 Months Ended
	Mar. 26, 2016USD ($)segment	Mar. 28, 2015USD ($)
Segment Reporting Information
Number of reportable segments | segment	3
Total operating revenues	$ 366,462	$ 319,731
Partner distribution expense	172,155	155,354
Operating revenues, net of Partner distribution expense	194,307	164,377
Other operating expenses	197,351	153,462
OPERATING INCOME (LOSS)	(3,044)	10,915
Other income (expense)	(3,654)	(3,558)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE	(6,698)	7,357
Operating Segments | US Retail
Segment Reporting Information
Total operating revenues	216,271	199,909
Partner distribution expense	105,684	94,184
Operating revenues, net of Partner distribution expense	110,587	105,725
Other operating expenses	66,621	62,492
OPERATING INCOME (LOSS)	43,966	43,233
Non-cash charges	1,354	1,227
Operating Segments | International Retail
Segment Reporting Information
Total operating revenues	88,915	79,423
Partner distribution expense	63,679	56,609
Operating revenues, net of Partner distribution expense	25,236	22,814
Other operating expenses	21,678	19,727
OPERATING INCOME (LOSS)	3,558	3,087
Non-cash charges	441	207
Operating Segments | Incentives & Rewards
Segment Reporting Information
Total operating revenues	61,276	40,399
Partner distribution expense	2,792	4,561
Operating revenues, net of Partner distribution expense	58,484	35,838
Other operating expenses	50,548	31,398
OPERATING INCOME (LOSS)	7,936	4,440
Non-cash charges	3,697	2,405
Corporate and Unallocated
Segment Reporting Information
Total operating revenues	0	0
Partner distribution expense	0	0
Operating revenues, net of Partner distribution expense	0	0
Other operating expenses	58,504	39,845
OPERATING INCOME (LOSS)	$ (58,504)	$ (39,845)
ECommerce
Segment Reporting Information
Number of operating segments | segment	2

Earnings Per Share (Detail)

Earnings Per Share (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	1,158	595
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 (in shares)	3,952

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
	Mar. 26, 2016	Mar. 28, 2015
Earnings Per Share [Abstract]
Net income (loss) attributable to Blackhawk Network Holdings, Inc.	$ (3,553)	$ 4,706
Basic
Distributed and undistributed earnings allocated to participating securities - Basic	(15)	(52)
Net income (loss) attributable to common stockholders, Basic	$ (3,568)	$ 4,654
Weighted-average common shares outstanding-Basic (in shares)	55,752	53,323
Basic earnings (loss) per share (in usd per share)	$ (0.06)	$ 0.09
Diluted
Distributed and undistributed earnings allocated to participating securities - Diluted	$ (15)	$ (51)
Net Income (Loss) attributable to common stockholders, Diluted	$ (3,568)	$ 4,655
Weighted-average common shares outstanding-Basic (in shares)	55,752	53,323
Common share equivalents (in shares)	0	2,093
Weighted-average common shares outstanding-Diluted (in shares)	55,752	55,416
Diluted earnings (loss) per share (in usd per share)	$ (0.06)	$ 0.08