Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | HSN, Inc. | |
Trading Symbol | HSNI | |
Entity Central Index Key | 1434729 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 52,472,334 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net sales | $841,887 | $777,420 |
Cost of sales | 541,681 | 501,646 |
Gross profit | 300,206 | 275,774 |
Operating expenses: | ||
Selling and marketing | 175,358 | 167,240 |
General and administrative | 56,590 | 55,910 |
Depreciation and amortization | 11,249 | 10,756 |
Total operating expenses | 243,197 | 233,906 |
Operating income | 57,009 | 41,868 |
Other income (expense): | ||
Interest income | 40 | 69 |
Interest expense | -3,337 | -1,768 |
Total other expense, net | -3,297 | -1,699 |
Income before income taxes | 53,712 | 40,169 |
Income tax provision | -20,023 | -15,987 |
Net income | $33,689 | $24,182 |
Net income per share: | ||
Basic (usd per share) | $0.64 | $0.45 |
Diluted (usd per share) | $0.63 | $0.45 |
Shares used in computing earnings per share: | ||
Basic (shares) | 52,573 | 53,160 |
Diluted (shares) | 53,760 | 54,165 |
Dividends declared per share | $10.35 | $0.25 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income | $33,689 | $24,182 |
Other comprehensive loss: | ||
Change in fair value of derivative instrument, net of tax | -499 | -20 |
Other comprehensive loss, net of tax | -499 | -20 |
Comprehensive income | $33,190 | $24,162 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |||
Current assets: | |||
Cash and cash equivalents | $77,547 | $159,985 | $160,868 |
Accounts receivable, net of allowance of $16,997, $18,824 and $17,378, respectively | 218,651 | 317,785 | 206,857 |
Inventories | 435,902 | 398,705 | 365,847 |
Deferred income taxes | 31,055 | 32,668 | 28,309 |
Prepaid expenses and other current assets | 57,547 | 44,728 | 56,454 |
Total current assets | 820,702 | 953,871 | 818,335 |
Property and equipment, net | 194,023 | 193,889 | 175,798 |
Intangible assets, net | 261,864 | 261,962 | 262,198 |
Goodwill | 9,858 | 9,858 | 9,858 |
Other non-current assets | 17,499 | 12,614 | 19,643 |
TOTAL ASSETS | 1,303,946 | 1,432,194 | 1,285,832 |
Current liabilities: | |||
Accounts payable, trade | 211,553 | 255,287 | 211,160 |
Current maturities of long-term debt | 6,250 | 17,188 | 12,500 |
Accrued expenses and other current liabilities | 221,596 | 241,074 | 196,755 |
Total current liabilities | 439,399 | 513,549 | 420,415 |
Long-term debt, less current maturities | 668,750 | 210,938 | 225,000 |
Deferred income taxes | 84,944 | 88,787 | 84,533 |
Other long-term liabilities | 18,124 | 16,579 | 15,089 |
Total liabilities | 1,211,217 | 829,853 | 745,037 |
Commitments and contingencies (Note 12) | |||
SHAREHOLDERS’ EQUITY: | |||
Preferred stock $0.01 par value; 25,000,000 authorized shares; no issued shares | 0 | 0 | 0 |
Common stock $0.01 par value; 300,000,000 authorized shares; 52,565,318, 52,425,895 and 53,188,408 issued shares at March 31, 2015, December 31, 2014 and March 31, 2014, respectively | 526 | 524 | 532 |
Additional paid-in capital | 1,167,777 | 1,710,581 | 1,797,622 |
Accumulated deficit | -1,075,202 | -1,108,891 | -1,257,693 |
Accumulated other comprehensive (loss) income | -372 | 127 | 334 |
Total shareholders’ equity | 92,729 | 602,341 | 540,795 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $1,303,946 | $1,432,194 | $1,285,832 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | |||
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowance | $16,997 | $18,824 | $17,378 |
Preferred stock, par value (usd per share) | $0.01 | $0.01 | $0.01 |
Preferred stock, authorized shares (shares) | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, issued shares (shares) | 0 | 0 | 0 |
Common stock, par value (usd per share) | $0.01 | $0.01 | $0.01 |
Common stock, authorized shares (shares) | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, issued shares (shares) | 52,565,318 | 52,425,895 | 53,188,408 |
Consolidated_Statements_Of_Sha
Consolidated Statements Of Shareholders' Equity (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] |
In Thousands, unless otherwise specified | ||||||
Balance, value at Dec. 31, 2013 | $529,081 | $0 | $530 | $1,810,072 | ($1,281,875) | $354 |
Balance, shares at Dec. 31, 2013 | 0 | 53,002 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock from stock-based compensation awards, including tax benefit, shares | 435 | |||||
Repurchases of common stock, shares | -1,011 | |||||
Net income | 172,984 | 172,984 | ||||
Other comprehensive income (loss) | -227 | -227 | ||||
Stock-based compensation expense for equity awards | 15,606 | 15,606 | ||||
Cash dividends declared on common stock | -57,824 | -57,824 | ||||
Issuance of common stock from stock-based compensation awards, including tax benefit | -1,812 | 4 | -1,816 | |||
Repurchases of common stock | -55,467 | -10 | -55,457 | |||
Balance, value at Dec. 31, 2014 | 602,341 | 0 | 524 | 1,710,581 | -1,108,891 | 127 |
Balance, shares at Dec. 31, 2014 | 0 | 52,426 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock from stock-based compensation awards, including tax benefit, shares | 257 | |||||
Repurchases of common stock, shares | -118 | |||||
Net income | 33,689 | 33,689 | ||||
Other comprehensive income (loss) | -499 | -499 | ||||
Stock-based compensation expense for equity awards | 4,657 | 4,657 | ||||
Cash dividends declared on common stock | -542,748 | -542,748 | ||||
Issuance of common stock from stock-based compensation awards, including tax benefit | 3,184 | 3 | 3,181 | |||
Repurchases of common stock | -7,895 | -1 | -7,894 | |||
Balance, value at Mar. 31, 2015 | $92,729 | $0 | $526 | $1,167,777 | ($1,075,202) | ($372) |
Balance, shares at Mar. 31, 2015 | 0 | 52,565 |
Consolidated_Statements_Of_Sha1
Consolidated Statements Of Shareholders' Equity (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common stock from stock-based compensation awards, tax benefit | $3,919 | $8,293 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $33,689 | $24,182 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 11,249 | 10,756 |
Stock-based compensation expense | 4,657 | 4,026 |
Amortization of debt issuance costs | 831 | 275 |
Deferred income taxes | -1,925 | -2,031 |
Bad debt expense | 5,415 | 4,594 |
Excess tax benefits from stock-based awards | -3,905 | -3,583 |
Other | 235 | -5 |
Changes in current assets and liabilities: | ||
Accounts receivable | 93,717 | 53,679 |
Inventories | -37,197 | -38,528 |
Prepaid expenses and other assets | -12,159 | -7,603 |
Accounts payable, accrued expenses and other current liabilities | -58,258 | -54,461 |
Net cash provided by (used in) operating activities | 36,349 | -8,699 |
Cash flows from investing activities: | ||
Capital expenditures | -13,145 | -7,262 |
Other | 0 | -540 |
Net cash used in investing activities | -13,145 | -7,802 |
Cash flows from financing activities: | ||
Borrowings under term loan | 500,000 | 0 |
Repayment of term loan | -228,125 | -3,125 |
Borrowings under revolving credit facility | 200,000 | 0 |
Repayment of revolving credit facility | -25,000 | 0 |
Repurchase of common stock | -6,987 | -1,467 |
Payments of debt issuance costs | -6,584 | 0 |
Cash dividends paid | -542,748 | -13,292 |
Proceeds from issuance of common stock | 3,816 | 715 |
Tax withholdings related to stock-based awards | -3,919 | -5,478 |
Excess tax benefits from stock-based awards | 3,905 | 3,583 |
Net cash used in financing activities | -105,642 | -19,064 |
Net decrease in cash and cash equivalents | -82,438 | -35,565 |
Cash and cash equivalents at beginning of period | 159,985 | 196,433 |
Cash and cash equivalents at end of period | $77,547 | $160,868 |
Organization_Note
Organization (Note) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION |
Company Overview | |
HSN, Inc. (“HSNi”) is an interactive multi-channel retailer that markets and sells a wide range of third party and proprietary merchandise directly to consumers through various platforms including (i) television home shopping programming broadcast on the HSN television networks and other direct-response television marketing; (ii) catalogs, consisting primarily of the Cornerstone portfolio of leading print catalogs which includes Ballard Designs, Chasing Fireflies, Frontgate, Garnet Hill, Grandin Road, Improvements and TravelSmith; (iii) websites, which consist primarily of HSN.com and the seven branded websites operated by Cornerstone; (iv) mobile applications; and (v) retail and outlet stores. HSNi’s television home shopping business, related digital sales and outlet stores are referred to herein as “HSN” and all catalog operations, including related digital sales and stores, are collectively referred to herein as “Cornerstone.” | |
HSN offerings primarily consist of jewelry, fashion (apparel & accessories), beauty & health, and home & other (including household, home design, electronics and culinary). Merchandise offered by Cornerstone primarily consists of home furnishings (including indoor/outdoor furniture, home décor, tabletop, textiles and other home related goods) and apparel & accessories. | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of HSNi's management, all normal recurring adjustments considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with HSNi's audited consolidated financial statements and notes thereto for the year ended December 31, 2014. The consolidated balance sheet as of December 31, 2014 and the consolidated statement of shareholders' equity for the year ended December 31, 2014 were derived from the audited consolidated financial statements at that date but may not include all disclosures required by GAAP. Intercompany transactions and accounts have been eliminated in consolidation. | |
Recent Accounting Developments | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods within that annual period. HSNi is in the process of assessing the impact of the adoption of ASU 2014-09 to its consolidated financial statements. | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, including interim periods within that annual period. HSNi will adopt ASU 2015-03 in the first quarter of 2016. |
Significant_Accounting_Policie
Significant Accounting Policies Significant Accounting Policies (Note) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES |
Accounting Estimates | |
HSNi prepares its financial statements in conformity with GAAP. These principles require management to make certain estimates and assumptions during the preparation of its consolidated financial statements. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. In the opinion of HSNi's management, the assumptions underlying these interim unaudited financial statements are reasonable. | |
Significant estimates underlying the accompanying consolidated financial statements include: the determination of the lower of cost or market adjustment for inventory; sales returns and other revenue allowances; the allowance for doubtful accounts; the recoverability of long-lived assets; the impairment of intangible assets; the annual expected effective tax rate; the determination of deferred income taxes, including related valuation allowances; the accrual for actual, pending or threatened litigation, claims and assessments; and assumptions related to the determination of incentive compensation and contingent consideration. |
Property_And_Equipment_Note
Property And Equipment (Note) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property And Equipment | PROPERTY AND EQUIPMENT | ||||||||||||
The balance of property and equipment, net, is as follows (in thousands): | |||||||||||||
March 31, | December 31, | March 31, | |||||||||||
2015 | 2014 | 2014 | |||||||||||
Capitalized software | $ | 225,455 | $ | 223,436 | $ | 219,537 | |||||||
Computer and broadcast equipment | 90,821 | 89,739 | 85,602 | ||||||||||
Buildings and leasehold improvements | 105,940 | 105,086 | 103,561 | ||||||||||
Furniture and other equipment | 91,106 | 88,174 | 87,651 | ||||||||||
Projects in progress | 34,549 | 30,794 | 8,472 | ||||||||||
Land and land improvements | 10,542 | 10,541 | 10,460 | ||||||||||
558,413 | 547,770 | 515,283 | |||||||||||
Less: accumulated depreciation and amortization | (364,390 | ) | (353,881 | ) | (339,485 | ) | |||||||
Total property and equipment, net | $ | 194,023 | $ | 193,889 | $ | 175,798 | |||||||
Segment_Information_Note
Segment Information (Note) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||||||||||||||||||||
Segment Information | SEGMENT INFORMATION | |||||||||||||||||||||||
HSNi presents its operating segments and related financial information in a manner consistent with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered and/or the target market. HSNi has two operating segments, HSN and Cornerstone. The accounting policies of the segments are the same as those described in Note 2 – Summary of Significant Accounting Policies included in HSNi's Annual Report on Form 10-K for the year ended December 31, 2014. Intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||||||||||||||||
HSNi’s primary performance metric is Adjusted EBITDA, which is defined as operating income excluding, if applicable: (1) non-cash charges including: (a) stock-based compensation expense, (b) amortization of intangibles, (c) depreciation and gains and losses on asset dispositions, and (d) goodwill, long-lived asset and intangible asset impairments; (2) pro forma adjustments for significant acquisitions; and (3) other significant items. Significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, thereby affecting the comparability of results. Adjusted EBITDA is not a measure determined in accordance with GAAP, and should not be considered in isolation or as a substitute for operating income, net income or any other measure determined in accordance with GAAP. Adjusted EBITDA is used as a measurement of operating efficiency and overall financial performance and HSNi believes it to be a helpful measure for those evaluating companies in the retail and media industries. Adjusted EBITDA has certain limitations in that it does not take into account the impact to HSNi’s consolidated statements of operations of certain expenses, gains and losses; including stock-based compensation, amortization of intangibles, depreciation, gains and losses on asset dispositions, asset impairment charges, acquisition-related accounting expenses and other significant items. | ||||||||||||||||||||||||
The following tables reconcile Adjusted EBITDA to operating income for HSNi’s operating segments and to HSNi’s consolidated net income (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||||||||||
HSN | Cornerstone | Total | HSN | Cornerstone | Total | |||||||||||||||||||
Adjusted EBITDA | $ | 66,190 | $ | 6,961 | $ | 73,151 | $ | 59,142 | $ | 615 | $ | 59,757 | ||||||||||||
Stock-based compensation expense | (3,607 | ) | (1,050 | ) | (4,657 | ) | (3,145 | ) | (881 | ) | (4,026 | ) | ||||||||||||
Depreciation and amortization | (7,419 | ) | (3,830 | ) | (11,249 | ) | (7,436 | ) | (3,320 | ) | (10,756 | ) | ||||||||||||
CPSC settlement (a) | — | — | — | — | (3,100 | ) | (3,100 | ) | ||||||||||||||||
Loss on disposition of fixed assets | (236 | ) | — | (236 | ) | — | (7 | ) | (7 | ) | ||||||||||||||
Operating income (loss) | $ | 54,928 | $ | 2,081 | 57,009 | $ | 48,561 | $ | (6,693 | ) | 41,868 | |||||||||||||
Total other expense, net | (3,297 | ) | (1,699 | ) | ||||||||||||||||||||
Income before income taxes | 53,712 | 40,169 | ||||||||||||||||||||||
Income tax provision | (20,023 | ) | (15,987 | ) | ||||||||||||||||||||
Net income | $ | 33,689 | $ | 24,182 | ||||||||||||||||||||
(a) In the first quarter of 2014, Cornerstone recorded a $3.1 million settlement of a civil penalty assessed by the Consumer Product Safety Commission. | ||||||||||||||||||||||||
The net sales for each of HSNi's reportable segments are as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Net sales: | ||||||||||||||||||||||||
HSN | $ | 600,492 | $ | 544,487 | ||||||||||||||||||||
Cornerstone | 241,395 | 232,933 | ||||||||||||||||||||||
Total | $ | 841,887 | $ | 777,420 | ||||||||||||||||||||
Earnings_Per_Share_Note
Earnings Per Share (Note) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share | EARNINGS PER SHARE | |||||||
HSNi computes basic earnings per share using the weighted average number of common shares outstanding for the period. HSNi computes diluted earnings per share using the treasury stock method, which includes the weighted average number of common shares outstanding for the period plus the potential dilution that could occur if various equity awards to issue common stock were exercised or restricted equity awards were vested resulting in the issuance of common stock that could share in HSNi’s earnings. | ||||||||
The following table presents HSNi’s basic and diluted earnings per share (in thousands, except per share data): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income | $ | 33,689 | $ | 24,182 | ||||
Weighted average number of shares outstanding: | ||||||||
Basic | 52,573 | 53,160 | ||||||
Dilutive effect of stock-based compensation awards | 1,187 | 1,005 | ||||||
Diluted | 53,760 | 54,165 | ||||||
Net income per share: | ||||||||
Basic | $ | 0.64 | $ | 0.45 | ||||
Diluted | $ | 0.63 | $ | 0.45 | ||||
Unexercised employee stock options and stock appreciation rights and unvested restricted stock units excluded from the diluted EPS calculation because their effect would have been antidilutive | 527 | 746 | ||||||
LongTerm_Debt_Note
Long-Term Debt (Note) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Long-term Debt, Unclassified [Abstract] | |||||||||||||
Long-Term Debt | LONG-TERM DEBT | ||||||||||||
The balance of long-term debt, including current maturities, is as follows (in thousands): | |||||||||||||
March 31, | December 31, | March 31, | |||||||||||
2015 | 2014 | 2014 | |||||||||||
Secured credit agreement terminated January 27, 2015: | |||||||||||||
Term loan | $ | — | $ | 228,126 | $ | 237,500 | |||||||
Revolving credit facility | — | — | — | ||||||||||
Secured credit agreement expiring January 27, 2020: | |||||||||||||
Term loan | 500,000 | — | — | ||||||||||
Revolving credit facility | 175,000 | — | — | ||||||||||
Total long-term debt | 675,000 | 228,126 | 237,500 | ||||||||||
Less: current maturities | (6,250 | ) | (17,188 | ) | (12,500 | ) | |||||||
Long-term debt, less current maturities | $ | 668,750 | $ | 210,938 | $ | 225,000 | |||||||
On January 27, 2015, HSNi entered into a $1.25 billion five-year syndicated credit agreement ("Credit Agreement") which is secured by 100% of the voting equity securities of HSNi's U.S. subsidiaries and 65% of HSNi's first-tier foreign subsidiaries. This Credit Agreement replaced the credit agreement that was set to expire in April 2017. Certain HSNi subsidiaries have unconditionally guaranteed HSNi's obligations under the Credit Agreement. The Credit Agreement, which includes a $750 million revolving credit facility and a $500 million term loan, may be increased up to $1.75 billion subject to certain conditions and expires January 27, 2020. HSNi drew $200 million from its term loan under the Credit Agreement on January 27, 2015 to repay in full its existing term loan of $228.1 million. HSNi drew the remaining $300 million from the term loan and $200 million under the revolving credit facility, both under the Credit Agreement, on February 18, 2015 to fund a $524 million special cash dividend that was paid on February 19, 2015. | |||||||||||||
In connection with the termination of the prior credit agreement, $0.5 million of the $2.4 million of unamortized deferred financing costs were expensed in the first quarter of 2015 and are included in "Interest expense" in the consolidated statements of operations. The remaining balance of $1.9 million and the $6.6 million in capitalized financing costs related to the Credit Agreement will be amortized to interest expense over the five-year term of the Credit Agreement. | |||||||||||||
The Credit Agreement includes various covenants, limitations and events of default customary for similar facilities including a maximum leverage ratio of 3.50x and a minimum interest coverage ratio of 3.00x. HSNi was in compliance with all such covenants as of March 31, 2015 with a leverage ratio of 1.91x and an interest coverage ratio of 49.06x. The Credit Agreement also contains covenants that limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, pay dividends or make other distributions to third parties, repurchase or redeem our stock, make investments, sell assets, incur liens, enter into agreements restricting our subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of our assets. Dividends, loans or advances to HSNi by its subsidiaries are not restricted by the Credit Agreement. | |||||||||||||
Loans under the Credit Agreement bear interest at a per annum rate equal to LIBOR plus a predetermined margin that ranges from 1.25% to 2.25% or the Base Rate (as defined in the Credit Agreement) plus a predetermined margin that ranges from 0.25% to 1.25%. HSNi can elect to borrow at either LIBOR or the Base Rate plus a predetermined margin which is determined by HSNi's leverage ratio. The interest rate on the $675 million outstanding long-term debt balance as of March 31, 2015 was 1.68%. HSNi pays a commitment fee ranging from 0.20% to 0.40% (based on the leverage ratio) on the unused portion of the revolving credit facility. | |||||||||||||
The amount available to HSNi under the revolving credit facility portion of the Credit Agreement is reduced by the amount of outstanding letters of credit issued under the revolving credit facility, which totaled $4.6 million as of March 31, 2015. The ability to draw funds under the revolving credit facility is dependent upon meeting the aforementioned financial covenants. As of March 31, 2015, the amount that could be borrowed under the revolving credit facility, after consideration of the financial covenants and the outstanding letters of credit, was approximately $570.4 million. |
Derivative_Instruments_Note
Derivative Instruments (Note) | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS |
HSNi uses derivatives in the management of its interest rate risk with respect to its variable rate debt. HSNi's strategy is to eliminate the cash flow risk on a portion of its variable rate debt caused by changes in the benchmark interest rate (LIBOR). Derivative instruments are not entered into for speculative purposes. | |
HSNi entered into a forward-starting interest rate swap agreement on December 20, 2012 with a notional amount of $187.5 million at a fixed rate of 0.8525%, resulting in an all-in fixed rate of 2.3525% based on HSNi's leverage ratio as of March 31, 2015. The interest rate swap took effect on January 31, 2014 with a maturity date in April 2017. Under this swap, HSNi pays at a fixed rate and receives payments at a variable rate based on one-month LIBOR. The swap effectively fixes the floating LIBOR-based interest of our outstanding LIBOR-based debt. The interest rate swap was designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair value is recorded in accumulated other comprehensive income (loss). Any ineffective portions of the changes in fair value of the interest rate swap will be immediately recognized in earnings in the consolidated statements of operations. The changes in fair value of the interest rate swap (inclusive of reclassifications to net income and net of tax) for the three months ended March 31, 2015 and 2014 were losses of approximately $0.5 million and less than $0.1 million, respectively, and were included in other comprehensive loss. | |
The fair value of the interest rate swap at March 31, 2015 was a liability of $0.6 million and was recorded in "Other long-term liabilities" in the consolidated balance sheet. The fair value of the interest rate swap at December 31, 2014 and March 31, 2014 was an asset of $0.2 million and $0.5 million, respectively, and was recorded in "Other non-current assets" in the consolidated balance sheets. HSNi estimates that approximately $1.0 million of unrealized losses included in accumulated other comprehensive loss related to this swap will be realized and reported in earnings within the next twelve months. See Note 8 for discussion of the fair value measurements concerning this interest rate swap. |
Fair_Value_Measurements_Note
Fair Value Measurements (Note) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS | ||||||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value assumptions are made at a specific point in time and changes in underlying assumptions could significantly affect these estimates. HSNi applies the following framework for measuring fair value which is based on a three-level hierarchy: | |||||||||||||||||||||
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. | |||||||||||||||||||||
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | |||||||||||||||||||||
Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. | |||||||||||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these items. The following table summarizes the fair value of HSNi's other financial assets and liabilities which are measured at fair value on a recurring basis in the consolidated balance sheets (in thousands): | |||||||||||||||||||||
March 31, 2015 | |||||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Interest rate swap | $ | 596 | $ | — | $ | 596 | $ | — | |||||||||||||
December 31, 2014 | |||||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Interest rate swap | $ | 208 | $ | — | $ | 208 | $ | — | |||||||||||||
March 31, 2014 | |||||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Interest rate swap | $ | 534 | $ | — | $ | 534 | $ | — | |||||||||||||
HSNi's interest rate swap is carried on the balance sheet at fair value. The swap was entered into in December 2012 for the purpose of hedging the variability of interest expense and interest payments on HSNi's long-term variable rate debt. The fair value is based on a valuation model which utilizes interest rate yield curves and credit spreads as the significant inputs to the model. These inputs are observable in active markets (level 2 criteria). HSNi considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. | |||||||||||||||||||||
The following table summarizes the fair value of HSNi’s financial assets and liabilities which are carried at cost (in thousands): | |||||||||||||||||||||
31-Mar-15 | |||||||||||||||||||||
Carrying | Fair Value | Fair Value Measurement Category | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Term loan expiring January 27, 2020 | $ | 500,000 | $ | 500,000 | $ | — | $ | 500,000 | $ | — | |||||||||||
Revolving credit facility | $ | 175,000 | $ | 175,000 | $ | — | $ | 175,000 | $ | — | |||||||||||
December 31, 2014 | |||||||||||||||||||||
Carrying | Fair Value | Fair Value Measurement Category | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Term loan terminated January 27, 2015 | $ | 228,126 | $ | 228,126 | $ | — | $ | 228,126 | $ | — | |||||||||||
March 31, 2014 | |||||||||||||||||||||
Carrying | Fair Value | Fair Value Measurement Category | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Term loan terminated January 27, 2015 | $ | 237,500 | $ | 237,500 | $ | — | $ | 237,500 | $ | — | |||||||||||
The fair value of the term loan was estimated by discounting expected cash flows at the rates currently offered to HSNi for debt of the same remaining maturities (level 2 criteria). | |||||||||||||||||||||
HSNi measures certain assets, such as property and equipment and intangible assets, at fair value on a nonrecurring basis. These assets are remeasured at fair value if they are deemed to be impaired. During the quarters ended March 31, 2015 and 2014, none of these assets were deemed to be impaired. |
Income_Taxes_Note
Income Taxes (Note) | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES |
HSNi calculates its interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, HSNi makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date income or loss. The tax or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. | |
In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the realizability of beginning-of-the-year deferred taxes in future years is recognized in the interim period in which the change occurs. | |
The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter. | |
For the three months ended March 31, 2015, HSNi recorded a tax provision of $20.0 million which represents an effective tax rate of 37.3%. For the three months ended March 31, 2014, HSNi recorded a tax provision of $16.0 million, which represents effective tax rates of 39.8% . The change in the effective tax rate for the current year compared to the prior year period was primarily due to the non-deductibility of the $3.1 million settlement with the Consumer Product Safety Commission in the first quarter of 2014. | |
The Internal Revenue Service ("IRS") has concluded its examination of HSNi's consolidated federal income tax return for the year ended December 31, 2010 and its limited scope examination of HSNi's consolidated federal income tax return for the year ended December 31, 2011. No material adjustments resulted from these IRS examinations. There are currently no income tax examinations in progress. | |
HSNi and several companies previously owned by IAC/InterActiveCorp, or IAC, were spun-off from IAC on August 20, 2008. In connection with the spin-off, HSNi entered into a Tax Sharing Agreement with IAC pursuant to which, among other things, each of the companies included in the spin-off (the "Spincos") has indemnified IAC and the other Spincos for any taxes resulting from the spin-off of such Spinco (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related shareholder litigation or controversies) to the extent such amounts result from (i) any act or failure to act by such Spinco described in the covenants in the Tax Sharing Agreement, (ii) any acquisition of equity securities or assets of such Spinco or a member of its group, and (iii) any breach by such Spinco or any member of its group of any representation or covenant contained in the separation documents or in the documents relating to the IRS private letter ruling and/or tax opinions. As a result, the Tax Sharing Agreement could subject HSNi to tax contingencies. In the event an adjustment with respect to a pre-spin-off period for which IAC is responsible results in a tax benefit to HSNi in a post-spin-off period, HSNi will be required to pay such tax benefit to IAC. In general, IAC controls all audits and administrative matters and other tax proceedings relating to the consolidated federal income tax return of the IAC group and any other tax returns for which the IAC group is responsible. | |
No IAC consolidated or combined federal or state tax returns for years including HSNi operations are under examination. By virtue of the Tax Sharing Agreement with IAC, HSNi is indemnified with respect to additional tax liabilities for consolidated or combined federal and state tax returns prepared and filed by IAC prior to the spin-off, but is liable for any additional tax liabilities for HSNi separately filed state income tax returns. |
StockBased_Awards_Note
Stock-Based Awards (Note) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Share-based Compensation [Abstract] | |||||||||||||||||
Stock-Based Awards | STOCK-BASED AWARDS | ||||||||||||||||
Stock-based compensation expense is included in the following line items in the accompanying consolidated statements of operations (in thousands): | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Selling and marketing | $ | 1,554 | $ | 1,193 | |||||||||||||
General and administrative | 3,103 | 2,833 | |||||||||||||||
Stock-based compensation expense before income taxes | 4,657 | 4,026 | |||||||||||||||
Income tax benefit | (1,651 | ) | (1,436 | ) | |||||||||||||
Stock-based compensation expense after income taxes | $ | 3,006 | $ | 2,590 | |||||||||||||
As of March 31, 2015, there was approximately $33.5 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards which is currently expected to be recognized on a straight-line basis over a weighted average period of approximately 2.2 years. | |||||||||||||||||
The Second Amended and Restated 2008 Stock and Annual Incentive Plan, as amended (the “Plan”), authorizes the issuance of 8.0 million shares (8.8 million shares after giving effect to the special cash dividend) of HSNi common stock for new awards granted by HSNi. The purpose of the Plan is to assist HSNi in attracting, retaining and motivating officers, employees, directors and consultants, and to provide HSNi with the ability to provide incentives more directly linked to the profitability of HSNi’s business and increases in shareholder value. | |||||||||||||||||
In connection with the special cash dividend of $10.00 per common share paid on February 19, 2015, and as required by the anti-dilution provisions of the Plan, adjustments were made to outstanding equity awards as of the ex-dividend date to preserve their value following the dividend, as follows: (i) the number of shares subject to outstanding restricted stock units was increased as a result of the reinvestment of the dividend; and (ii) the exercise prices of outstanding stock options and stock appreciation rights and the grant date fair value of market stock units were reduced and the number of shares subject to such awards was increased. These adjustments did not result in additional stock-based compensation expense as the fair value of the outstanding awards did not change. As further required by the Plan, the maximum number of shares issuable under the Plan was also proportionally adjusted, which resulted in approximately 0.8 million additional shares available to be issued. As of March 31, 2015, after adjustment for the special dividend, there were approximately 2.5 million shares of common stock available for grants under the Plan. | |||||||||||||||||
A summary of the stock-based awards granted during the three months ended March 31, 2015 is as follows: | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Number of Awards Granted | Weighted Average per Share Fair Value | ||||||||||||||||
Stock appreciation rights | 508,420 | $13.65 | |||||||||||||||
Restricted stock units | 168,510 | $65.81 | |||||||||||||||
Employee stock purchase plan options | 18,428 | $15.45 | |||||||||||||||
Stock appreciation rights and stock options due to special dividend | 343,485 | - | |||||||||||||||
Restricted stock unit dividend equivalents due to special dividend and quarterly dividend | 94,351 | - | |||||||||||||||
Market stock units related to special dividend | 15,078 | - | |||||||||||||||
The fair values of the options granted under the HSN, Inc. 2010 Employee Stock Purchase Plan and the stock appreciation rights are estimated on the grant date using the Black-Scholes option pricing model. The weighted average assumptions used in the valuation of each for the three months ended March 31, 2015 are as follows: | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Stock Appreciation Rights | Employee Stock Purchase Plan Options | ||||||||||||||||
Volatility factor | 29.2 | % | 21.1 | % | |||||||||||||
Risk-free interest rate | 1.49 | % | 0.11 | % | |||||||||||||
Expected term | 4.4 | 0.5 | |||||||||||||||
Dividend yield | 2.2 | % | 1.9 | % | |||||||||||||
As a result of the special cash dividend, the exercise prices of outstanding stock options and stock appreciation rights were reduced and the number of shares subject as of the ex-dividend date. The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable (after giving effect to the special cash dividend) as of March 31, 2015: | |||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||
Number | Weighted | Weighted | Number | Weighted | |||||||||||||
Outstanding at | Average | Average | Exercisable at | Average | |||||||||||||
March 31, | Exercise Price | Remaining | March 31, | Exercise Price | |||||||||||||
2015 | Contractual | 2015 | |||||||||||||||
Term in Years | |||||||||||||||||
$0.00 to $9.99 | 110,525 | $ | 4.92 | 3.7 | 110,525 | $ | 4.92 | ||||||||||
$10.00 to $19.99 | 136,476 | 15.62 | 3.6 | 136,476 | 15.62 | ||||||||||||
$20.00 to $29.99 | 442,407 | 28.85 | 1.4 | 442,407 | 28.85 | ||||||||||||
$30.00 to $39.99 | 1,042,977 | 34.63 | 4.7 | 1,036,087 | 34.64 | ||||||||||||
$40.00 to $49.99 | 430,238 | 47.73 | 8.9 | 129,400 | 47.73 | ||||||||||||
$50.00 to $59.99 | 312,883 | 51.57 | 8 | 188,557 | 51.58 | ||||||||||||
$60.00 to $69.99 | 508,420 | 65.24 | 9.9 | — | — | ||||||||||||
2,983,926 | 2,043,452 | ||||||||||||||||
Shareholders_Equity_Note
Shareholders' Equity (Note) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stockholders' Equity Note [Abstract] | |||||||||
Shareholders' Equity | SHAREHOLDERS’ EQUITY | ||||||||
Share Repurchase Program | |||||||||
Effective September 27, 2011, HSNi's Board of Directors approved a share repurchase program which allowed HSNi to purchase 10 million shares of its common stock from time to time through privately negotiated and/or open market transactions. During the three months ended March 31, 2014, HSNi acquired approximately 27,000 shares of its outstanding common stock for $1.5 million at an average price of $54.10. In July 2014, HSNi completed this share repurchase program at an aggregate cost of $451.0 million, representing an average cost of $45.10 per share. All shares were retired immediately following purchase. | |||||||||
Effective January 27, 2015, HSNi’s Board of Directors approved a new share repurchase program which allows HSNi to purchase up to 4 million shares of its common stock from time to time through privately negotiated and/or open market transactions. The timing of repurchases and actual number of shares repurchased depends on a variety of factors, including the stock price, corporate and regulatory requirements, restrictions under HSNi’s debt obligations and other market and economic conditions. During the three months ended March 31, 2015, HSNi acquired approximately 118,000 shares of its outstanding common stock for $7.9 million at an average price of $66.70. All shares were retired immediately following purchase. | |||||||||
Dividend Policy | |||||||||
Effective January 27, 2015, HSNi's Board of Directors approved a special cash dividend of $10.00 per common share resulting in a payment of $524.3 million on February 19, 2015 to HSNi shareholders of record as of February 9, 2015. The special cash dividend was part of a leveraged recapitalization transaction. The special cash dividend was financed through a combination of existing cash and proceeds from the debt financing disclosed in Note 6-Long-Term Debt that was completed during the three months ended March 31, 2015. | |||||||||
In the first quarter of 2015, HSNi's Board of Directors approved a quarterly cash dividend of $0.35 per common share resulting in a payment of $18.4 million on March 25, 2015 to HSNi's shareholders of record as of March 11, 2015. In the first quarter of 2014, HSNi's Board of Directors approved a quarterly cash dividend of $0.25 per common share resulting in a payment of $13.3 million on March 19, 2014 to HSNi's shareholders of record as of March 5, 2014. | |||||||||
In the second quarter of 2015, HSNi's Board of Directors approved a quarterly cash dividend of $0.35 per common share. The dividend will be paid on June 17, 2015 to HSNi's shareholders of record as of June 3, 2015. | |||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||
Accumulated other comprehensive income (loss) includes the cumulative gains and losses of derivative instruments that qualify as cash flow hedges. The following table provides a rollforward of accumulated other comprehensive income (loss) for the three months ended March 31, 2015 and 2014 (in thousands): | |||||||||
2015 | 2014 | ||||||||
Accumulated other comprehensive income as of January 1, | $ | 127 | $ | 354 | |||||
Other comprehensive loss before reclassifications | (1,124 | ) | (253 | ) | |||||
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations | 320 | 214 | |||||||
Income tax benefit | 305 | 19 | |||||||
Other comprehensive loss, net of tax | (499 | ) | (20 | ) | |||||
Accumulated other comprehensive (loss) income as of March 31, | $ | (372 | ) | $ | 334 | ||||
Commitments_And_Contingencies_
Commitments And Contingencies (Note) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES |
In the ordinary course of business, HSNi is a party to various audits, claims and lawsuits. These audits or litigation may relate to claims involving property, personal injury, contract, intellectual property (including patent infringement), sales tax, product recalls, regulatory compliance, employment matters and other claims. HSNi has established reserves for specific legal or tax compliance matters for which it has determined the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that an unfavorable resolution of claims against HSNi, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on its liquidity, results of operations, financial condition or cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future and an unfavorable resolution of such a proceeding could have a material impact. Moreover, any claims or regulatory actions against HSNi, whether meritorious or not, could be time-consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. | |
HSNi also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 9 for discussion related to income tax contingencies. |
Organization_Recent_Accounting
Organization Recent Accounting Developments (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Developments |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods within that annual period. HSNi is in the process of assessing the impact of the adoption of ASU 2014-09 to its consolidated financial statements. | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, including interim periods within that annual period. HSNi will adopt ASU 2015-03 in the first quarter of 2016. |
Significant_Accounting_Policie1
Significant Accounting Policies Signficant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Accounting Estimates |
HSNi prepares its financial statements in conformity with GAAP. These principles require management to make certain estimates and assumptions during the preparation of its consolidated financial statements. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. In the opinion of HSNi's management, the assumptions underlying these interim unaudited financial statements are reasonable. | |
Significant estimates underlying the accompanying consolidated financial statements include: the determination of the lower of cost or market adjustment for inventory; sales returns and other revenue allowances; the allowance for doubtful accounts; the recoverability of long-lived assets; the impairment of intangible assets; the annual expected effective tax rate; the determination of deferred income taxes, including related valuation allowances; the accrual for actual, pending or threatened litigation, claims and assessments; and assumptions related to the determination of incentive compensation and contingent consideration. |
Property_And_Equipment_Tables
Property And Equipment (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Schedule Of Property And Equipment | The balance of property and equipment, net, is as follows (in thousands): | ||||||||||||
March 31, | December 31, | March 31, | |||||||||||
2015 | 2014 | 2014 | |||||||||||
Capitalized software | $ | 225,455 | $ | 223,436 | $ | 219,537 | |||||||
Computer and broadcast equipment | 90,821 | 89,739 | 85,602 | ||||||||||
Buildings and leasehold improvements | 105,940 | 105,086 | 103,561 | ||||||||||
Furniture and other equipment | 91,106 | 88,174 | 87,651 | ||||||||||
Projects in progress | 34,549 | 30,794 | 8,472 | ||||||||||
Land and land improvements | 10,542 | 10,541 | 10,460 | ||||||||||
558,413 | 547,770 | 515,283 | |||||||||||
Less: accumulated depreciation and amortization | (364,390 | ) | (353,881 | ) | (339,485 | ) | |||||||
Total property and equipment, net | $ | 194,023 | $ | 193,889 | $ | 175,798 | |||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||||||||||||||||||||
Adjusted EBITDA To Operating Income (Loss) And Consolidated Net Income | The following tables reconcile Adjusted EBITDA to operating income for HSNi’s operating segments and to HSNi’s consolidated net income (in thousands): | |||||||||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||||||||||
HSN | Cornerstone | Total | HSN | Cornerstone | Total | |||||||||||||||||||
Adjusted EBITDA | $ | 66,190 | $ | 6,961 | $ | 73,151 | $ | 59,142 | $ | 615 | $ | 59,757 | ||||||||||||
Stock-based compensation expense | (3,607 | ) | (1,050 | ) | (4,657 | ) | (3,145 | ) | (881 | ) | (4,026 | ) | ||||||||||||
Depreciation and amortization | (7,419 | ) | (3,830 | ) | (11,249 | ) | (7,436 | ) | (3,320 | ) | (10,756 | ) | ||||||||||||
CPSC settlement (a) | — | — | — | — | (3,100 | ) | (3,100 | ) | ||||||||||||||||
Loss on disposition of fixed assets | (236 | ) | — | (236 | ) | — | (7 | ) | (7 | ) | ||||||||||||||
Operating income (loss) | $ | 54,928 | $ | 2,081 | 57,009 | $ | 48,561 | $ | (6,693 | ) | 41,868 | |||||||||||||
Total other expense, net | (3,297 | ) | (1,699 | ) | ||||||||||||||||||||
Income before income taxes | 53,712 | 40,169 | ||||||||||||||||||||||
Income tax provision | (20,023 | ) | (15,987 | ) | ||||||||||||||||||||
Net income | $ | 33,689 | $ | 24,182 | ||||||||||||||||||||
(a) In the first quarter of 2014, Cornerstone recorded a $3.1 million settlement of a civil penalty assessed by the Consumer Product Safety Commission. | ||||||||||||||||||||||||
Financial Information By Segment | The net sales for each of HSNi's reportable segments are as follows (in thousands): | |||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Net sales: | ||||||||||||||||||||||||
HSN | $ | 600,492 | $ | 544,487 | ||||||||||||||||||||
Cornerstone | 241,395 | 232,933 | ||||||||||||||||||||||
Total | $ | 841,887 | $ | 777,420 | ||||||||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Basic And Diluted Earnings Per Share | The following table presents HSNi’s basic and diluted earnings per share (in thousands, except per share data): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income | $ | 33,689 | $ | 24,182 | ||||
Weighted average number of shares outstanding: | ||||||||
Basic | 52,573 | 53,160 | ||||||
Dilutive effect of stock-based compensation awards | 1,187 | 1,005 | ||||||
Diluted | 53,760 | 54,165 | ||||||
Net income per share: | ||||||||
Basic | $ | 0.64 | $ | 0.45 | ||||
Diluted | $ | 0.63 | $ | 0.45 | ||||
Unexercised employee stock options and stock appreciation rights and unvested restricted stock units excluded from the diluted EPS calculation because their effect would have been antidilutive | 527 | 746 | ||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Long-term Debt, Unclassified [Abstract] | |||||||||||||
Schedule Of Long-Term Debt | The balance of long-term debt, including current maturities, is as follows (in thousands): | ||||||||||||
March 31, | December 31, | March 31, | |||||||||||
2015 | 2014 | 2014 | |||||||||||
Secured credit agreement terminated January 27, 2015: | |||||||||||||
Term loan | $ | — | $ | 228,126 | $ | 237,500 | |||||||
Revolving credit facility | — | — | — | ||||||||||
Secured credit agreement expiring January 27, 2020: | |||||||||||||
Term loan | 500,000 | — | — | ||||||||||
Revolving credit facility | 175,000 | — | — | ||||||||||
Total long-term debt | 675,000 | 228,126 | 237,500 | ||||||||||
Less: current maturities | (6,250 | ) | (17,188 | ) | (12,500 | ) | |||||||
Long-term debt, less current maturities | $ | 668,750 | $ | 210,938 | $ | 225,000 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||
Fair Value For Other Financial Liabilities | The following table summarizes the fair value of HSNi's other financial assets and liabilities which are measured at fair value on a recurring basis in the consolidated balance sheets (in thousands): | ||||||||||||||||||||
March 31, 2015 | |||||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Interest rate swap | $ | 596 | $ | — | $ | 596 | $ | — | |||||||||||||
December 31, 2014 | |||||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Interest rate swap | $ | 208 | $ | — | $ | 208 | $ | — | |||||||||||||
March 31, 2014 | |||||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Interest rate swap | $ | 534 | $ | — | $ | 534 | $ | — | |||||||||||||
Fair Value Of Assets And Liabilities | The following table summarizes the fair value of HSNi’s financial assets and liabilities which are carried at cost (in thousands): | ||||||||||||||||||||
31-Mar-15 | |||||||||||||||||||||
Carrying | Fair Value | Fair Value Measurement Category | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Term loan expiring January 27, 2020 | $ | 500,000 | $ | 500,000 | $ | — | $ | 500,000 | $ | — | |||||||||||
Revolving credit facility | $ | 175,000 | $ | 175,000 | $ | — | $ | 175,000 | $ | — | |||||||||||
December 31, 2014 | |||||||||||||||||||||
Carrying | Fair Value | Fair Value Measurement Category | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Term loan terminated January 27, 2015 | $ | 228,126 | $ | 228,126 | $ | — | $ | 228,126 | $ | — | |||||||||||
March 31, 2014 | |||||||||||||||||||||
Carrying | Fair Value | Fair Value Measurement Category | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Term loan terminated January 27, 2015 | $ | 237,500 | $ | 237,500 | $ | — | $ | 237,500 | $ | — | |||||||||||
StockBased_Awards_Tables
Stock-Based Awards (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Share-based Compensation [Abstract] | |||||||||||||||||
Stock-Based Compensation Expense | Stock-based compensation expense is included in the following line items in the accompanying consolidated statements of operations (in thousands): | ||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Selling and marketing | $ | 1,554 | $ | 1,193 | |||||||||||||
General and administrative | 3,103 | 2,833 | |||||||||||||||
Stock-based compensation expense before income taxes | 4,657 | 4,026 | |||||||||||||||
Income tax benefit | (1,651 | ) | (1,436 | ) | |||||||||||||
Stock-based compensation expense after income taxes | $ | 3,006 | $ | 2,590 | |||||||||||||
Summary of Stock-Based Awards Granted | A summary of the stock-based awards granted during the three months ended March 31, 2015 is as follows: | ||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Number of Awards Granted | Weighted Average per Share Fair Value | ||||||||||||||||
Stock appreciation rights | 508,420 | $13.65 | |||||||||||||||
Restricted stock units | 168,510 | $65.81 | |||||||||||||||
Employee stock purchase plan options | 18,428 | $15.45 | |||||||||||||||
Stock appreciation rights and stock options due to special dividend | 343,485 | - | |||||||||||||||
Restricted stock unit dividend equivalents due to special dividend and quarterly dividend | 94,351 | - | |||||||||||||||
Market stock units related to special dividend | 15,078 | - | |||||||||||||||
Weighted Average Assumptions Used In Black-Scholes Option Pricing Model | The weighted average assumptions used in the valuation of each for the three months ended March 31, 2015 are as follows: | ||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Stock Appreciation Rights | Employee Stock Purchase Plan Options | ||||||||||||||||
Volatility factor | 29.2 | % | 21.1 | % | |||||||||||||
Risk-free interest rate | 1.49 | % | 0.11 | % | |||||||||||||
Expected term | 4.4 | 0.5 | |||||||||||||||
Dividend yield | 2.2 | % | 1.9 | % | |||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable (after giving effect to the special cash dividend) as of March 31, 2015: | ||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||
Number | Weighted | Weighted | Number | Weighted | |||||||||||||
Outstanding at | Average | Average | Exercisable at | Average | |||||||||||||
March 31, | Exercise Price | Remaining | March 31, | Exercise Price | |||||||||||||
2015 | Contractual | 2015 | |||||||||||||||
Term in Years | |||||||||||||||||
$0.00 to $9.99 | 110,525 | $ | 4.92 | 3.7 | 110,525 | $ | 4.92 | ||||||||||
$10.00 to $19.99 | 136,476 | 15.62 | 3.6 | 136,476 | 15.62 | ||||||||||||
$20.00 to $29.99 | 442,407 | 28.85 | 1.4 | 442,407 | 28.85 | ||||||||||||
$30.00 to $39.99 | 1,042,977 | 34.63 | 4.7 | 1,036,087 | 34.64 | ||||||||||||
$40.00 to $49.99 | 430,238 | 47.73 | 8.9 | 129,400 | 47.73 | ||||||||||||
$50.00 to $59.99 | 312,883 | 51.57 | 8 | 188,557 | 51.58 | ||||||||||||
$60.00 to $69.99 | 508,420 | 65.24 | 9.9 | — | — | ||||||||||||
2,983,926 | 2,043,452 | ||||||||||||||||
Shareholders_Equity_Shareholde
Shareholders' Equity Shareholders' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stockholders' Equity Note [Abstract] | |||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table provides a rollforward of accumulated other comprehensive income (loss) for the three months ended March 31, 2015 and 2014 (in thousands): | ||||||||
2015 | 2014 | ||||||||
Accumulated other comprehensive income as of January 1, | $ | 127 | $ | 354 | |||||
Other comprehensive loss before reclassifications | (1,124 | ) | (253 | ) | |||||
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations | 320 | 214 | |||||||
Income tax benefit | 305 | 19 | |||||||
Other comprehensive loss, net of tax | (499 | ) | (20 | ) | |||||
Accumulated other comprehensive (loss) income as of March 31, | $ | (372 | ) | $ | 334 | ||||
Property_And_Equipment_Schedul
Property And Equipment (Schedule Of Property And Equipment) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |||
Property, Plant and Equipment [Abstract] | |||
Capitalized software | $225,455 | $223,436 | $219,537 |
Computer and broadcast equipment | 90,821 | 89,739 | 85,602 |
Buildings and leasehold improvements | 105,940 | 105,086 | 103,561 |
Furniture and other equipment | 91,106 | 88,174 | 87,651 |
Projects in progress | 34,549 | 30,794 | 8,472 |
Land and land improvements | 10,542 | 10,541 | 10,460 |
Property and equipment, gross | 558,413 | 547,770 | 515,283 |
Less: accumulated depreciation and amortization | -364,390 | -353,881 | -339,485 |
Total property and equipment, net | $194,023 | $193,889 | $175,798 |
Segment_Information_Adjusted_E
Segment Information (Adjusted EBITDA To Operating Income (Loss) And Consolidated Net Income) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $73,151 | $59,757 | |
Stock-based compensation expense | -4,657 | -4,026 | |
Depreciation and amortization | -11,249 | -10,756 | |
CPSC settlement (a) | 0 | -3,100 | |
Loss on disposition of fixed assets | -236 | -7 | |
Operating income | 57,009 | 41,868 | |
Total other expense, net | -3,297 | -1,699 | |
Income before income taxes | 53,712 | 40,169 | |
Income tax provision | -20,023 | -15,987 | |
Net income | 33,689 | 24,182 | 172,984 |
HSN [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 66,190 | 59,142 | |
Stock-based compensation expense | -3,607 | -3,145 | |
Depreciation and amortization | -7,419 | -7,436 | |
CPSC settlement (a) | 0 | 0 | |
Loss on disposition of fixed assets | -236 | 0 | |
Operating income | 54,928 | 48,561 | |
Cornerstone [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 6,961 | 615 | |
Stock-based compensation expense | -1,050 | -881 | |
Depreciation and amortization | -3,830 | -3,320 | |
CPSC settlement (a) | 0 | -3,100 | |
Loss on disposition of fixed assets | 0 | -7 | |
Operating income | $2,081 | ($6,693) |
Segment_Information_Financial_
Segment Information (Financial Information By Segment) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Net sales | $841,887 | $777,420 |
HSN [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 600,492 | 544,487 |
Cornerstone [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | $241,395 | $232,933 |
Earnings_Per_Share_Basic_And_D
Earnings Per Share (Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Net income: | |||
Net income | $33,689 | $24,182 | $172,984 |
Weighted average number of shares outstanding: | |||
Basic | 52,573 | 53,160 | |
Dilutive effect of stock-based compensation awards | 1,187 | 1,005 | |
Diluted | 53,760 | 54,165 | |
Net income per share: | |||
Basic (usd per share) | $0.64 | $0.45 | |
Diluted (usd per share) | $0.63 | $0.45 | |
Unexercised employee stock options and stock appreciation rights and unvested restricted stock units excluded from the diluted EPS calculation because their effect would have been antidilutive | 527 | 746 |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | Mar. 31, 2015 | Jan. 27, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $675,000 | $228,126 | $237,500 | |
Less: current maturities | -6,250 | -17,188 | -12,500 | |
Long-term debt, less current maturities | 668,750 | 210,938 | 225,000 | |
Revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit | 175,000 | |||
Credit Agreement Terminated January 27, 2015 [Member] | Long-term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit | 0 | 228,126 | 237,500 | |
Credit Agreement Terminated January 27, 2015 [Member] | Revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit | 0 | 0 | 0 | |
Credit Agreement 1.25B [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit | 1,250,000 | |||
Credit Agreement 1.25B [Member] | Long-term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit | 500,000 | 500,000 | 0 | 0 |
Credit Agreement 1.25B [Member] | Revolving credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit | $175,000 | $0 | $0 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
Feb. 19, 2015 | Mar. 31, 2015 | Jan. 27, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Dividends, Cash | $524,000,000 | ||||
Long-term Debt | 675,000,000 | 228,126,000 | 237,500,000 | ||
Revolving credit facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured credit | 175,000,000 | ||||
Credit Agreement Terminated January 27, 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Write off of Deferred Debt Issuance Cost | 500,000 | ||||
Deferred Finance Costs, Noncurrent, Net | 1,900,000 | 2,400,000 | |||
Credit Agreement Terminated January 27, 2015 [Member] | Revolving credit facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured credit | 0 | 0 | 0 | ||
Credit Agreement Terminated January 27, 2015 [Member] | Long-term Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured credit | 0 | 228,126,000 | 237,500,000 | ||
Credit Agreement 1.25B [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured credit | 1,250,000,000 | ||||
Term of debt | 5 years | ||||
Maximum borrowing capacity | 1,750,000,000 | ||||
Deferred Finance Costs, Noncurrent, Net | 6,600,000 | ||||
Maximum leverage ratio, required | 3.5 | ||||
Minimum interest coverage ratio, required | 3 | ||||
Actual leverage ratio | 1.91 | ||||
Actual interest coverage ratio | 49.06 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 1.68% | ||||
Credit Agreement 1.25B [Member] | Revolving credit facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured credit | 175,000,000 | 0 | 0 | ||
Revolving credit facility | 750,000,000 | ||||
Proceeds from Issuance of Debt | 200,000,000 | ||||
Letters of Credit Outstanding, Amount | 4,600,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 570,400,000 | ||||
Credit Agreement 1.25B [Member] | Long-term Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured credit | 500,000,000 | 500,000,000 | 0 | 0 | |
Proceeds from Issuance of Debt | $300,000,000 | $200,000,000 | |||
Credit Agreement 1.25B [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.25% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 0.25% | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | ||||
Credit Agreement 1.25B [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 1.25% | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | ||||
HSNi Subsidiaries [Member] | Credit Agreement 1.25B [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured rate | 100.00% | ||||
First Tier Subsidiaries [Member] | Credit Agreement 1.25B [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured rate | 65.00% |
Derivative_Instruments_Details
Derivative Instruments (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 20, 2012 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative, notional amount | $187,500,000 | |||
Derivative, fixed interest rate | 0.85% | |||
Interest rate, all inclusive | 2.35% | |||
Change in fair value of derivative instrument, net of tax | -499,000 | -20,000 | ||
Interest Rate Derivative Liabilities, at Fair Value | 596,000 | |||
Interest Rate Derivative Assets, at Fair Value | 534,000 | 208,000 | ||
Estimated unrealized loss to be realized in the next twelve months | $1,000,000 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value Of Other Financial Liabilities) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Liabilities, at Fair Value | $596 | ||
Interest Rate Derivative Assets, at Fair Value | 208 | 534 | |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Liabilities, at Fair Value | 0 | ||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Liabilities, at Fair Value | 596 | ||
Interest Rate Derivative Assets, at Fair Value | 208 | 534 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Liabilities, at Fair Value | 0 | ||
Interest Rate Derivative Assets, at Fair Value | $0 | $0 |
Fair_Value_Measurements_Fair_V1
Fair Value Measurements (Fair Value Of Assets And Liabilities) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |||
Term Loan [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, carrying value | $500,000 | $228,126 | $237,500 |
Term loan, fair value | 500,000 | 228,126 | 237,500 |
Term Loan [Member] | Level 1 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, fair value | 0 | 0 | 0 |
Term Loan [Member] | Level 2 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, fair value | 500,000 | 228,126 | 237,500 |
Term Loan [Member] | Level 3 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, fair value | 0 | 0 | 0 |
Revolving Credit Facility [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, carrying value | 175,000 | ||
Term loan, fair value | 175,000 | ||
Revolving Credit Facility [Member] | Level 1 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, fair value | 0 | ||
Revolving Credit Facility [Member] | Level 2 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, fair value | 175,000 | ||
Revolving Credit Facility [Member] | Level 3 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Term loan, fair value | $0 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Expense (Benefit) | $20,023,000 | $15,987,000 |
Effective Income Tax Rate, Continuing Operations | 37.30% | 39.80% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | $3,100,000 |
StockBased_Awards_StockBased_C
Stock-Based Awards (Stock-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense before income taxes | $4,657 | $4,026 |
Income tax benefit | -1,651 | -1,436 |
Stock-based compensation expense after income taxes | 3,006 | 2,590 |
Selling And Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based compensation expense | 1,554 | 1,193 |
General And Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based compensation expense | $3,103 | $2,833 |
StockBased_Awards_Narrative_De
Stock-Based Awards (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Mar. 25, 2015 | Feb. 19, 2015 | Mar. 19, 2014 | Mar. 31, 2015 |
Share-based Compensation [Abstract] | ||||
Unrecognized compensation cost | $33.50 | |||
Weighted average period of recognition of unrecognized compensation cost, years | 2 years 2 months 0 days | |||
New awards authorized | 8 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized After Special Dividend | 8.8 | |||
Common Stock, Dividends, Per Share, Cash Paid | $0.35 | $10 | $0.25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant due to Special Dividend | 0.8 | |||
Available for grants | 2.5 |
StockBased_Awards_StockBased_A
Stock-Based Awards Stock-Based Awards (Summary of Stock-Based Awards Granted) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock appreciation rights | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Awards Granted | 508,420 |
Weighted Average per Share Fair Value | $13.65 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Awards Granted | 168,510 |
Weighted Average per Share Fair Value | $65.81 |
Employee stock purchase plan options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Awards Granted | 18,428 |
Weighted Average per Share Fair Value | $15.45 |
Stock appreciation rights and stock options due to special dividend | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Awards Granted | 343,485 |
Restricted stock unit dividend equivalents due to special dividend and quarterly dividend | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Awards Granted | 94,351 |
Market stock units related to special dividend | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Awards Granted | 15,078 |
StockBased_Awards_Weighted_Ave
Stock-Based Awards (Weighted Average Assumptions Used In Black-Scholes Option Pricing Model) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Options And Stock Appreciation Rights [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility factor | 29.20% |
Risk-free interest rate | 1.49% |
Expected term | 4 years 5 months 0 days |
Dividend yield | 2.20% |
ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility factor | 21.10% |
Risk-free interest rate | 0.11% |
Expected term | 0 years 6 months 0 days |
Dividend yield | 1.90% |
StockBased_Awards_Sharebased_C
Stock-Based Awards Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 2,983,926 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 2,043,452 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 110,525 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $4.92 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 8 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 110,525 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $4.92 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $0 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $9.99 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 136,476 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $15.62 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 7 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 136,476 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $15.62 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $10 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $19.99 |
Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 442,407 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $28.85 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 1 year 5 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 442,407 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $28.85 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $20 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $29.99 |
Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 1,042,977 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $34.63 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 8 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 1,036,087 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $34.64 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $30 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $39.99 |
Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 430,238 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $47.73 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 8 years 11 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 129,400 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $47.73 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $40 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $49.99 |
Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 312,883 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $51.57 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 8 years |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 188,557 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $51.58 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $50 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $59.99 |
Range Seven [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 508,420 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $65.24 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 9 years 11 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 0 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $0 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $60 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $69.99 |
Shareholders_Equity_Narrative_
Shareholders' Equity (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 34 Months Ended | |||||
Mar. 25, 2015 | Feb. 19, 2015 | Mar. 19, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 31, 2014 | Sep. 27, 2011 | Jan. 27, 2015 | |
Share Repurchase Program [Line Items] | |||||||||
Share repurchased and retired | 118,000 | 27,000 | |||||||
Value of shares repurchased and retired | $7,900,000 | $1,500,000 | $451,000,000 | ||||||
Outstanding common stock acquired, average price | $66.70 | $54.10 | $45.10 | ||||||
Dividends, Common Stock, Cash | $18,400,000 | $524,300,000 | $13,300,000 | $542,748,000 | $57,824,000 | ||||
Common Stock, Dividends, Per Share, Cash Paid | $0.35 | $10 | $0.25 | ||||||
10 Million Share Program Approved 9/27/2011 [Member] | |||||||||
Share Repurchase Program [Line Items] | |||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 10,000,000 | ||||||||
4 Million Share Program Approved 1/27/2015 [Member] | |||||||||
Share Repurchase Program [Line Items] | |||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 4,000,000 |
Shareholders_Equity_Shareholde1
Shareholders' Equity Shareholders' Equity (Schedule of Accumulated Other Comprehensive Income(Loss)) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||
Accumulated other comprehensive income as of January 1, | $127 | $354 | ||
Other comprehensive loss before reclassifications | -1,124 | -253 | ||
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations | 320 | 214 | ||
Income tax benefit | 305 | 19 | ||
Other comprehensive loss, net of tax | -499 | -20 | ||
Accumulated other comprehensive (loss) income | ($372) | $334 | $127 |
Shareholders_Equity_Dividend_P
Shareholders' Equity Dividend Policy (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Mar. 25, 2015 | Feb. 19, 2015 | Mar. 19, 2014 | Jun. 30, 2015 | |
Dividends Payable [Line Items] | ||||
Common Stock, Dividends, Per Share, Cash Paid | $0.35 | $10 | $0.25 | |
Subsequent Event [Member] | ||||
Dividends Payable [Line Items] | ||||
Common Stock, Dividends, Per Share, Cash Paid | $0.35 |
Commitments_And_Contingencies_1
Commitments And Contingencies (Narrative) (Details) (USD $) | Mar. 31, 2015 |
Commitments And Contingencies [Abstract] | |
Contingency reserve | $0 |