Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Feb. 23, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | |
Document And Entity Information [Abstract] | ||||
Entity Registrant Name | HSN, Inc. | |||
Trading Symbol | HSNI | |||
Entity Central Index Key | 1,434,729 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Filer Category | Large Accelerated Filer | |||
Document Type | 10-K | |||
Document Period End Date | Dec. 31, 2016 | |||
Document Fiscal Year Focus | 2,016 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Entity Well-known Seasoned Issuer | Yes | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Public Float | $ 1,559,375,075 | |||
Stock Price | $ 48.93 | |||
Entity Common Stock, Shares Outstanding | 52,367,930 | |||
Common stock, par value | $ 0.01 | $ 0.01 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 3,567,485 | $ 3,690,575 | $ 3,587,995 |
Cost of sales | 2,350,817 | 2,376,012 | 2,314,933 |
Gross profit | 1,216,668 | 1,314,563 | 1,273,062 |
Operating expenses: | |||
Selling and marketing | 743,468 | 763,070 | 737,424 |
General and administrative | 193,449 | 217,381 | 207,095 |
Depreciation and amortization | 42,712 | 43,418 | 43,934 |
Loss on sale of businesses and asset impairments | 31,232 | 6,660 | 0 |
Total operating expenses | 1,010,861 | 1,030,529 | 988,453 |
Operating income | 205,807 | 284,034 | 284,609 |
Other income (expense): | |||
Interest income | 95 | 136 | 184 |
Interest expense | (16,174) | (15,316) | (7,266) |
Total other expense, net | (16,079) | (15,180) | (7,082) |
Income before income taxes | 189,728 | 268,854 | 277,527 |
Income tax provision | (71,020) | (99,615) | (104,543) |
Net income | $ 118,708 | $ 169,239 | $ 172,984 |
Net income per share: | |||
Basic (usd per share) | $ 2.27 | $ 3.22 | $ 3.28 |
Diluted (usd per share) | $ 2.25 | $ 3.16 | $ 3.23 |
Shares used in computing earnings per share: | |||
Basic (shares) | 52,359 | 52,627 | 52,736 |
Diluted (shares) | 52,863 | 53,505 | 53,633 |
Dividends declared per common share | $ 1.40 | $ 11.40 | $ 1.1 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income | $ 118,708 | $ 169,239 | $ 172,984 |
Other comprehensive income (loss), net of tax: | |||
Other comprehensive income (loss), net of tax | 2,315 | (222) | (227) |
Comprehensive income | 121,023 | 169,017 | 172,757 |
Accumulated Deficit [Member] | |||
Net income | 169,239 | 172,984 | |
Accumulated Other Comprehensive (Loss) Income [Member] | |||
Other comprehensive income (loss), net of tax: | |||
Change in fair value of derivative instruments | $ 2,315 | $ (222) | $ (227) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 42,734 | $ 63,926 |
Accounts receivable, net of allowance of $19,086 and $20,631, respectively | 335,005 | 306,575 |
Inventories | 391,106 | 428,025 |
Prepaid expenses and other current assets | 44,173 | 45,402 |
Total current assets | 813,018 | 843,928 |
Property and equipment, net | 211,106 | 211,793 |
Intangible assets, net | 253,623 | 255,268 |
Goodwill | 9,858 | 9,858 |
Other non-current assets | 16,928 | 13,724 |
TOTAL ASSETS | 1,304,533 | 1,334,571 |
Current liabilities: | ||
Accounts payable, trade | 293,816 | 254,704 |
Current maturities of long-term debt | 25,000 | 25,000 |
Accrued expenses and other current liabilities | 225,265 | 235,042 |
Total current liabilities | 544,081 | 514,746 |
Long-term debt, less current maturities | 484,878 | 608,108 |
Deferred income taxes | 59,760 | 44,498 |
Other long-term liabilities | 20,328 | 20,657 |
Total liabilities | 1,109,047 | 1,188,009 |
SHAREHOLDERS’ EQUITY: | ||
Preferred stock $0.01 par value; 25,000,000 authorized shares; no issued shares | 0 | 0 |
Common stock $0.01 par value; 300,000,000 authorized shares; 52,239,795 and 52,377,798 issued shares at December 31, 2016 and 2015, respectively | 522 | 524 |
Additional paid-in capital | 1,013,688 | 1,085,785 |
Accumulated deficit | (820,944) | (939,652) |
Accumulated other comprehensive income | 2,220 | (95) |
Total shareholders’ equity | 195,486 | 146,562 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,304,533 | $ 1,334,571 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 19,086 | $ 20,631 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 25,000,000 | 25,000,000 |
Preferred stock, issued shares | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 300,000,000 | 300,000,000 |
Common stock, issued shares | 52,239,795 | 52,377,798 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares, Outstanding | 0 | 53,002 | ||||
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) | |||||
Shares, Outstanding | 0 | 53,002 | ||||
Balance, value at Dec. 31, 2013 | $ 529,081 | $ 0 | $ 530 | $ 1,810,072 | $ (1,281,875) | $ 354 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 172,984 | 172,984 | ||||
Other comprehensive income (loss), net of tax | (227) | |||||
Stock-based compensation expense for equity awards | 15,606 | 15,606 | ||||
Payments of Dividends | 57,824 | |||||
Cash dividend declared on common stock | (57,824) | (57,824) | ||||
Issuance of common stock from stock-based compensation awards | (1,812) | 4 | (1,816) | |||
Repurchases of common stock | (55,467) | (10) | (55,457) | |||
Change in fair value of derivative instruments | (227) | |||||
Balance, value at Dec. 31, 2014 | 602,341 | $ 0 | $ 524 | 1,710,581 | (1,108,891) | 127 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares, Outstanding | 0 | 52,426 | ||||
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) | 900 | |||||
Repurchases of common stock (shares) | (948) | |||||
Shares, Outstanding | 0 | 52,426 | ||||
Net income | 169,239 | 169,239 | ||||
Other comprehensive income (loss), net of tax | (222) | |||||
Stock-based compensation expense for equity awards | 18,408 | 18,408 | ||||
Payments of Dividends | 597,864 | |||||
Cash dividend declared on common stock | (597,864) | (597,864) | ||||
Issuance of common stock from stock-based compensation awards | 13,170 | $ 9 | 13,161 | |||
Repurchases of common stock | (58,510) | (9) | (58,501) | |||
Change in fair value of derivative instruments | (222) | |||||
Balance, value at Dec. 31, 2015 | 146,562 | $ 0 | $ 524 | 1,085,785 | (939,652) | (95) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares, Outstanding | 0 | 52,378 | ||||
Balance, shares at Dec. 31, 2015 | 0 | 52,378 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock from stock-based compensation awards, including tax benefit (shares) | 219 | |||||
Repurchases of common stock (shares) | (357) | |||||
Shares, Outstanding | 0 | 52,378 | ||||
Net income | 118,708 | |||||
Other comprehensive income (loss), net of tax | 2,315 | |||||
Stock-based compensation expense for equity awards | 19,233 | 19,233 | ||||
Payments of Dividends | 73,151 | |||||
Cash dividend declared on common stock | (73,151) | |||||
Issuance of common stock from stock-based compensation awards | (1,614) | $ 2 | (1,616) | |||
Repurchases of common stock | (16,567) | (4) | (16,563) | |||
Change in fair value of derivative instruments | 2,315 | |||||
Balance, value at Dec. 31, 2016 | $ 195,486 | $ 0 | $ 522 | $ 1,013,688 | $ (820,944) | $ 2,220 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares, Outstanding | 0 | 52,240 |
Consolidated Statements Of Sha7
Consolidated Statements Of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of common stock from stock-based compensation awards, tax benefit | $ (658) | $ 12,526 | $ 8,293 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities attributable to continuing operations: | |||
Net income | $ 118,708 | $ 169,239 | $ 172,984 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations: | |||
Depreciation and amortization | 42,712 | 43,418 | 43,934 |
Stock-based compensation expense | 19,233 | 18,408 | 15,606 |
Loss on sale of businesses and asset impairments | 27,768 | 6,660 | 0 |
Amortization of debt issuance costs | 1,770 | 1,700 | 1,107 |
Deferred income taxes | 13,851 | (10,710) | (2,045) |
Bad debt expense | 22,768 | 34,012 | 23,986 |
Excess tax benefits from stock-based awards | (324) | (13,011) | (8,397) |
Other | 11 | 231 | 48 |
Changes in current assets and liabilities: | |||
Accounts receivable | (51,727) | (22,804) | (76,654) |
Inventories | 7,630 | (29,319) | (71,386) |
Prepaid expenses and other assets | (2,696) | (3,101) | 2,243 |
Accounts payable, accrued expenses and other current liabilities | 36,814 | 8,805 | 37,285 |
Net cash provided by operating activities | 236,518 | 203,528 | 138,711 |
Cash flows from investing activities attributable to continuing operations: | |||
Capital expenditures | (41,742) | (60,692) | (47,316) |
Other | (619) | (1,428) | (320) |
Net cash used in investing activities attributable to continuing operations | (42,361) | (62,120) | (47,636) |
Cash flows from financing activities attributable to continuing operations: | |||
Borrowing under term loan | 0 | 500,000 | 0 |
Repayments of long-term debt | (25,000) | (228,125) | (12,500) |
Borrowings under revolving credit facility | 162,000 | 280,000 | 0 |
Repayments of revolving credit facility | (262,000) | (140,000) | 0 |
Payments of debt issuance costs | 0 | (6,624) | 0 |
Repurchase of common stock | (16,567) | (58,510) | (55,467) |
Cash dividends paid | (73,151) | (597,864) | (57,824) |
Proceeds from issuance of common stock | 2,369 | 17,387 | 2,599 |
Tax withholdings related to stock-based awards | (3,324) | (16,742) | (12,707) |
Excess tax benefits from stock-based awards | 324 | 13,011 | 8,397 |
Net cash used in financing activities attributable to continuing operations | (215,349) | (237,467) | (127,502) |
Total cash used in continuing operations | (21,192) | (96,059) | (36,427) |
Cash flows from discontinued operations: | |||
Total cash used in discontinued operations | 0 | 0 | (21) |
Net decrease in cash and cash equivalents | (21,192) | (96,059) | (36,448) |
Cash and cash equivalents at beginning of period | 63,926 | 159,985 | 196,433 |
Cash and cash equivalents at end of period | $ 42,734 | $ 63,926 | $ 159,985 |
Organization (Note)
Organization (Note) | 12 Months Ended |
Dec. 31, 2016 | |
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, Frontgate, Garnet Hill, Grandin Road, and Improvements; (iii) websites, which consist primarily of HSN.com, joymangano.com and the five branded websites operated by Cornerstone; (iv) mobile devices; (v) retail and outlet stores; and (vi) wholesale distribution of certain proprietary products to other retailers. HSNi’s television home shopping business, related digital sales, outlet stores and wholesale distribution are referred to herein as “HSN” and all catalog operations, including related digital sales and stores, are collectively referred to herein as “Cornerstone.” Chasing Fireflies and TravelSmith, two of the apparel brands in the Cornerstone portfolio, were sold in September 2016. See Note 20 for further discussion. HSN offerings primarily consist of jewelry, fashion (apparel & accessories), beauty & health (including beauty, wellness and fitness), and home & other (including home, electronics, culinary and other). 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 HSNi was incorporated in Delaware in May 2008 in connection with the spin-off of several businesses previously owned by IAC/InterActiveCorp ("IAC"). The spin-off from IAC ("Spin-off") occurred August 20, 2008 and in connection with the Spin-off, HSNi's shares began trading on the NASDAQ Global Select Market under the symbol “HSNI.” The consolidated financial statements include the accounts of HSN, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated. Recent Accounting Developments Recently Adopted Accounting Standard Updates In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 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. The new standard is limited to the presentation of debt issuance costs and does not affect their recognition and measurement. ASU 2015-03 is effective for periods beginning after December 15, 2015, including interim periods within that annual period. HSNi retrospectively adopted ASU 2015-03 in the first quarter of 2016 resulting in the reclassification of its debt issuance costs from "Other non-current assets" to a deduction from "Long-term debt, less current maturities and net of unamortized deferred financing costs" in the consolidated balance sheets. See Note 7 for additional information regarding the deferred issuance costs. In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"), which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. HSNi prospectively adopted ASU 2015-05 on January 1, 2016 and applies this guidance to all arrangements entered into or materially modified after the effective date. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) ("ASU 2016-15"). The standard is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for HSNi beginning in fiscal 2019. Early adoption is permitted with retrospective application. HSNi adopted ASU 2016-15 retrospectively in the fourth quarter of 2016. Adoption of this guidance did not have a material impact on HSNi's financial statements or disclosures. Accounting Standard Updates Not Yet Adopted In May 2014, the FASB issued ASU 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. Additionally, ASU 2014-09 will disallow the capitalization of direct-response advertising costs which will impact the timing of recognition of Cornerstone's catalog production and distribution costs. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09. This standard will now become effective for HSNi in the first quarter of 2018. Early adoption is permitted in the first quarter of 2017. In 2015, HSNi established an implementation team (“team”) to assess the overall impact the adoption of ASU 2014-09 will have on its consolidated financial statements, processes, systems and controls. The team is in the process of developing its conclusions and assessing the impact of several aspects of the standard including principal versus agent considerations, identification of performance obligations and the determination of when control of goods transfers to the company’s customers. HSNi will adopt ASU 2014-09 on January 1, 2018. HSNi is still evaluating the accounting, transition method and disclosure requirements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330) ("ASU 2015-11"). The amendments, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and should be applied on a prospective basis; however, early adoption is permitted. HSNi will adopt ASU 2015-11 on January 1, 2017. HSNi does not expect ASU 2015-11 to have a material impact to its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The standard is to be applied on a modified retrospective method. HSNi is currently assessing the timing of adoption of ASU 2016-02 and the impact it will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) ("ASU 2016-09"). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The effective date for the standard is for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. HSNi will adopt ASU 2016-09 on January 1, 2017. HSNi has elected to continue estimating forfeitures each period rather than record them as they occur. Additionally, ASU 2016-09 could cause volatility in HSNi's future effective tax rates and diluted earnings per share due to the tax effects related to share-based payments being recorded to the statement of operations. The volatility in future periods will depend on HSNi's stock price when the awards vest and/or are exercised. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. ASU No. 2017-04 is effective for HSNi in the first quarter of 2020, with early adoption permitted on or after January 1, 2017, and is to be applied on a prospective basis. The adoption of the provisions of ASU No. 2017-04 would not materially impact HSNi's consolidated financial position or results of operations unless the first step of the annual goodwill impairment test fails. Fiscal Year HSNi’s consolidated financial results are reported on a calendar year basis ending on December 31. HSN’s reporting period is the same as HSNi. Cornerstone has a 4-4-5 week accounting cycle with the fiscal year ending on the Saturday on or immediately preceding December 31. Cornerstone’s 2016 fiscal year included 53 weeks while 2015 and 2014 each included 52 weeks. Reclassifications Reclassifications were made to prior period amounts to conform to the current year's presentation. Changes included the reclassification of certain operating expenses in the consolidated statement of operations to conform to the current year's presentation and deferred financing costs in the consolidated balance sheets due to the implementation of ASU 2015-3. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition Revenue primarily consists of merchandise sales and is reduced by incentive discounts and sales returns to arrive at net sales. Revenue is recorded when delivery to the customer has occurred. Delivery is considered to have occurred when the customer takes title and assumes the risks and rewards of ownership, which is on the date of shipment. HSNi's sales policy allows customers to return merchandise for a full refund or exchange, subject to pre-established time restrictions. Allowances for returned merchandise and other adjustments (including reimbursed shipping and handling costs) are provided based upon past experience. Actual returns of product sales have not materially varied from estimates in any of the periods presented. HSNi's estimated return rates were 15.3% , 15.9% , and 16.3% in 2016 , 2015 , and 2014 , respectively. Sales taxes collected are not included in revenue. HSN issues customer credits primarily for products returned outside of HSN’s normal return policy. Revenues from these credits are recognized when (1) redeemed by the customer, or (2) it is determined that it is not probable the Company has an obligation to escheat the value of the unredeemed credit to relevant jurisdictions and the likelihood of the credit being redeemed by the customer is remote (“breakage”). During the year ended December 31, 2014, the Company recognized $5.0 million of revenue for customer credit breakage. This was the first period during which the Company recognized customer credit breakage and, therefore, it included breakage income related to customer credits issued since inception of this program. Customer credit breakage recognized for the years ended December 31, 2016 and 2015 were $2.3 million and $0.5 million , respectively. Customer credit breakage is estimated based upon an analysis of actual historical redemption patterns and is included in "Net sales" in the accompanying consolidated statements of operations. Shipping and Handling Fees and Costs Shipping and handling fees billed to customers are recorded as revenue. The costs associated with shipping goods to customers are recorded as cost of sales. Cash and Cash Equivalents Cash and cash equivalents include cash and money market instruments with an original maturity of three months or less when purchased and are stated at cost. Accounts Receivable Accounts receivable are principally comprised of amounts due from customers and credit card companies, net of an allowance for doubtful accounts. HSNi accepts most credit and select debit cards. HSN provides extended payment terms to its qualified customers known as Flexpay. Revenue is recorded when delivery to the customer has occurred, at which time HSN collects the first payment, sales tax and all shipping and handling fees. Subsequent collections are due from customers in 30 -day increments, payable automatically upon authorization of the customer’s method of payment. HSN offers Flexpay programs ranging from two to six interest-free monthly payments. Flexpay receivables consist of outstanding balances owed by customers, less a reserve for uncollectible balances. The balance of accounts receivable, net of allowances, is as follows (in thousands): December 31, 2016 2015 Flexpay and other customer-related $ 281,780 $ 260,197 Credit card companies 27,101 19,248 Other 26,124 27,130 Accounts receivable, net $ 335,005 $ 306,575 Accounts receivable outstanding longer than the contractual payment terms are considered past due. HSNi determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, HSNi’s previous loss history and the condition of the general economy. HSNi writes off accounts receivable when they are deemed uncollectible. Inventories Inventories, which primarily consist of finished goods, are valued at the lower of cost or market, with the cost being determined based upon the first-in, first-out method. Cost includes inbound freight and duties and, in the case of HSN, certain allocable costs, including certain warehouse costs. Inventories include approximately $7.2 million and $6.9 million of these allocable general and administrative overhead costs at December 31, 2016 and 2015 , respectively, and approximately $25.7 million , $25.2 million , and $24.0 million of such costs were included in the accompanying consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively. Market is determined on the basis of net realizable value, giving consideration to obsolescence and other factors. Property and Equipment Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance and any gains or losses on dispositions are included in the consolidated statement of operations. Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over the shorter of the estimated service life or lease period. Asset Category Depreciation Period Computer and broadcast equipment and capitalized software 3 to 20 Years Buildings, leasehold improvements and land improvements 3 to 40 Years Furniture and other equipment 2 to 30 Years HSNi capitalizes certain qualified costs incurred in connection with the development of internal use software. Capitalization of internal use software costs begins when the preliminary project stage is completed; management with the relevant authority authorizes and commits to the funding of the software project; and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized internal use software is amortized on a straight-line basis over the estimated useful life of the software. Capitalized software costs, net of accumulated amortization, totaled $36.3 million and $32.8 million at December 31, 2016 and 2015 , respectively, and are included in “Property and equipment, net” in the accompanying consolidated balance sheets. Amortization expense related to the capitalized software costs was $19.2 million , $18.9 million and $18.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and is included in "Depreciation and amortization" expense in the accompanying consolidated statements of operations. Goodwill and Indefinite-Lived Intangible Assets Goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill and indefinite-lived intangible assets, primarily trade names and trademarks, are assessed annually for impairment as of October 1 or upon the occurrence of certain events or substantive changes in circumstances. See Note 3 for a further discussion on goodwill and indefinite-lived intangible assets. Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, including property and equipment and intangible assets with definite lives, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is generally recorded on a straight-line or accelerated basis over their estimated lives. Cable and Satellite Distribution Fees Cable and satellite distribution fees relate to fees paid in connection with cable and satellite contracts for carriage of HSN’s programming. Fees that are paid upfront for annual contracts are included in "Prepaid expenses and other current assets" in the accompanying consolidated balance sheets and are amortized on a straight-line basis over the terms of the respective contracts. Unpaid fees are accrued and included in the line item “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheets. Cable and satellite distribution fees and amortization are included in “Selling and marketing" expense in the accompanying consolidated statements of operations. Advertising Advertising costs include catalog production and distribution costs. Advertising costs are expensed in the period incurred, except for Cornerstone’s direct costs of producing and distributing its catalogs, which are capitalized. These capitalized costs are amortized over the expected future revenue stream, which is generally three months from the date catalogs are mailed. Such capitalized costs totaled $16.5 million and $19.1 million as of December 31, 2016 and 2015 , respectively, and are included in “Prepaid expenses and other current assets” in the accompanying consolidated balance sheets. Of these amounts, $10.5 million and $15.2 million as of December 31, 2016 and 2015 , respectively, related to catalogs that had not yet been mailed. Advertising expense was $272.9 million , $288.5 million , and $279.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and were included in "Selling and marketing" expense in the accompanying consolidated statements of operations. Income Taxes HSNi accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. HSNi records interest and penalties on potential tax contingencies as a component of income tax expense and records interest net of any applicable related income tax benefit. HSNi recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on its technical merits. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. Stock-Based Compensation HSNi recognizes compensation expense for stock-based awards, reduced for estimated forfeitures, on a straight-line basis over the requisite service period for awards with service conditions and on a graded-vested basis for awards with market or performance conditions. Tax benefits resulting from tax deductions in excess of the stock-based compensation expense recognized in the consolidated statements of cash flows are reported as a component of financing cash flows. HSNi issues new shares to satisfy equity vestings and exercises. See Note 11 for a further description of our stock compensation plans. Earnings Per Share HSNi computes basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the treasury stock method. Derivative Instruments HSNi uses derivatives in the management of interest rate risk with respect to interest expense on variable rate debt. Such instruments are not held or used for trading purposes. HSNi is party to interest rate swap agreements with major financial institutions that fix the variable benchmark component (LIBOR) of HSNi's interest rate on a portion of its variable-rate debt. See Note 8 for further discussion of derivative instruments. Share Repurchases Shares repurchased pursuant to HSNi's share repurchase program are immediately retired upon purchase. Repurchased common stock is reflected as a reduction of shareholders' equity. HSNi's accounting policy related to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its capital surplus for the excess of the repurchase price over the par value. Since inception of its share repurchase program in September 2011, HSNi has had an accumulated deficit balance; therefore, the excess over the par value has been applied to additional paid-in capital. Once HSNi has retained earnings, the excess will be charged entirely to retained earnings. Private Label Credit Card HSN's credit card program offers eligible customers a private label credit card. All cardholders receive certain rewards and benefits which are designed to recognize and promote client loyalty. HSN designs, executes and administers marketing programs to promote usage of the card to current and potential customers. These marketing programs are funded largely by the sponsoring bank. HSN also saves on interchange fees that it would incur if its customers used third-party cards. Purchases made through the private label credit card represented 36% , 34% and 31% of HSN's sales in 2016 , 2015 and 2014 , respectively. Certain brands in the Cornerstone portfolio also offer their customers private label credit cards with purchases representing approximately 4% of Cornerstone's sales in 2016 and less than 1% in 2015. In November 2013, HSN extended its agreement with the sponsoring bank through 2020. As with the original agreement, HSN received an upfront signing bonus from the sponsoring bank which is being amortized over the term of the agreement and also receives ongoing payments for new accounts activated as well as a share of net sales collected by the sponsoring bank. For the years ended December 31, 2016 , 2015 and 2014 , HSN recognized approximately $16.9 million , $16.9 million , and $16.5 million , respectively, of income from the sponsoring bank that was used to offset credit card fees included in costs of goods sold. Accounting Estimates HSNi prepares its financial statements in conformity with generally accepted accounting principles in the United States (“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. 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; the breakage of customer credits; and assumptions related to the determination of stock-based compensation and contingent consideration related to acquisitions. Certain Risks and Concentrations HSNi’s business is subject to certain risks and concentrations including dependence on third-party technology providers and shipping companies, exposure to risks associated with online commerce security, consumer credit risk and credit card fraud. HSNi also depends on third-party service providers for processing certain fulfillment services. |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets And Goodwill | INTANGIBLE ASSETS AND GOODWILL HSNi assesses the impairment of goodwill and indefinite-lived identifiable intangible assets, principally trademarks and trade names, at least annually during the fourth quarter and whenever events or circumstances indicate that the carrying value may not be fully recoverable. In performing this review, HSNi has the option of performing a qualitative assessment to determine whether it is more likely than not that the fair values of the reporting unit and/or indefinite-lived intangible assets are less than the carrying values. If HSNi determines that it is not more likely that the fair value is less than its carrying value, then the goodwill and/or the indefinite-lived intangible assets are deemed to be not impaired and no further testing is required until the next annual test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business). If HSNi determines that it is more likely than not that the fair value is less than its carrying value, then the quantitative goodwill and/or indefinite-lived intangible asset impairment tests (as discussed below) must be completed. If necessary, HSNi performs a quantitative assessment of the fair values of its goodwill and intangible assets. If it is determined that the implied fair value of goodwill and/or indefinite-lived intangible assets is less than the carrying amount, an impairment charge, equal to the excess, is recorded. The implied fair value of goodwill is determined in the same manner as in a business combination. The estimated fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the estimated fair value of the reporting unit was the purchase price paid. The fair value of the reporting unit is determined by using a discounted cash flow analysis with consideration of an equity analysis based on the trading value of its common stock. The discounted cash flow analysis indicates the fair value of the reporting units based on the present value of the cash flows expected to be generated in the future. The equity analysis is based on the trading value of its common stock as of the valuation date or the average stock price over a range of dates prior to the valuation date, plus an estimated control premium. HSNi utilizes a relief from royalty method to assess the fair values of its trademarks and trade names. In assessing fair value, HSNi considers, among other indicators, differences between estimated and actual cash flows and revenue streams; changes in the related discount, royalty and terminal growth rate; and the relationship between the trading price of its common stock and its per-share book value. Determining fair value requires the exercise of significant judgments. These factors used in the determination of fair value are sensitive to, among other things, changes in the retail consumer market and the general economy. Intangible Assets Intangible assets with indefinite lives relate principally to trade names and trademarks. Definite-lived intangible assets consist primarily of patents which are amortized on a straight-line basis over their term. When definite-lived intangible assets are sold or expire, the cost of the asset and the related accumulated amortization are eliminated and any gain or loss is recognized at such time. The total balance of HSNi's intangible assets, net, is as follows (in thousands): December 31, 2016 2015 Intangible assets with indefinite lives $ 253,449 $ 255,148 Intangible assets with definite lives, net 174 120 Total intangible assets, net $ 253,623 $ 255,268 During the third quarter of 2015, as a result of declines in operating performances at certain Cornerstone brands, HSNi performed a quantitative assessment of certain intangible assets and concluded a fair value adjustment was necessary. An impairment charge of $5.0 million was recorded related to its acquisition of Chasing Fireflies. During the fourth quarter of 2015, in connection with its annual assessment of impairment, HSNi performed qualitative and quantitative assessments of its intangible assets and wrote off the remaining identified intangible assets of Chasing Fireflies. An impairment charge of $1.7 million was recorded in the fourth quarter of 2015. The impairment charges were recorded within the Cornerstone segment and are included in "Loss on sale of businesses and asset impairments" expense in the accompanying consolidated statements of operations. Amortization expense for the definite-lived intangible assets was not material for all periods presented. Goodwill The following tables present the balance of goodwill by reporting unit, including changes in the carrying amount of goodwill, for the years ended December 31, 2016 and 2015 (in thousands): Gross Balance as of January 1, 2016 Accumulated Impairment Net Balance as of January 1, 2016 Additions Impairment Net Balance as of December 31, 2016 HSN $ 2,391,594 $ (2,391,594 ) $ — $ — $ — $ — Cornerstone 502,464 (492,606 ) 9,858 — — 9,858 Total $ 2,894,058 $ (2,884,200 ) $ 9,858 $ — $ — $ 9,858 Gross Balance as of January 1, 2015 Accumulated Impairment Net Balance as of January 1, 2015 Additions Impairment Net Balance as of December 31, 2015 HSN $ 2,391,594 $ (2,391,594 ) $ — $ — $ — $ — Cornerstone 502,464 (492,606 ) 9,858 — — 9,858 Total $ 2,894,058 $ (2,884,200 ) $ 9,858 $ — $ — $ 9,858 Based on the quantitative assessments performed in the fourth quarters of 2016 and 2015 , HSNi concluded there was no impairment of its goodwill. |
Property And Equipment (Note)
Property And Equipment (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment | PROPERTY AND EQUIPMENT The balance of property and equipment, net, is as follows (in thousands): December 31, 2016 2015 Capitalized software $ 252,741 $ 234,249 Computer and broadcast equipment 91,119 91,533 Buildings and leasehold improvements 113,731 108,656 Furniture and other equipment 124,518 96,512 Projects in progress 27,666 55,294 Land and land improvements 10,584 10,597 620,359 596,841 Less: accumulated depreciation and amortization (409,253 ) (385,048 ) Total property and equipment, net $ 211,106 $ 211,793 Long-lived assets, including projects in progress, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. There were no impairment charges related to HSNi's long-lived assets in fiscal 2016 or 2015 . As we periodically reassess estimated future cash flows and asset fair values, changes in our estimates and assumptions may cause us to realize impairment charges in the future. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses And Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2016 2015 Accrued sales returns $ 38,904 $ 39,649 Accrued cable and satellite distribution fees 43,129 35,081 Accrued freight and fulfillment expenses 44,188 35,342 Accrued compensation and benefits 21,108 38,616 Other accrued expenses and current liabilities 77,936 86,354 Total accrued expenses and other current liabilities $ 225,265 $ 235,042 |
Segment Information (Note)
Segment Information (Note) | 12 Months Ended |
Dec. 31, 2016 | |
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 reportable segments, HSN and Cornerstone. The accounting policies of the segments are the same as those described in Note 2 – Summary of Significant Accounting Policies. 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 consolidated net income to operating income for HSNi's operating segments and Adjusted EBITDA (in thousands): Year Ended December 31, 2016 HSN Cornerstone Total Net income $ 118,708 Income tax provision 71,020 Income before income taxes 189,728 Interest expense, net 16,079 Operating income (loss) $ 216,301 $ (10,494 ) $ 205,807 Stock-based compensation expense 15,073 4,160 19,233 Depreciation and amortization 29,328 13,384 42,712 Loss on sale of businesses and asset impairments (a) — 31,232 31,232 Loss on disposition of fixed assets 134 38 172 Adjusted EBITDA $ 260,836 $ 38,320 $ 299,156 ( a ) Non-GAAP results for the year ended December 31, 2016 exclude a loss on sale and asset impairment charges of $31.2 million for the divestitures of TravelSmith and Chasing Fireflies. Year Ended December 31, 2015 HSN Cornerstone Total Net income $ 169,239 Income tax provision 99,615 Income before income taxes 268,854 Interest expense, net 15,180 Operating income $ 253,622 $ 30,412 $ 284,034 Stock-based compensation expense 13,889 4,519 18,408 Depreciation and amortization 29,371 14,047 43,418 Asset impairments (a) — 5,568 5,568 Exit and reorganization costs (b) 5,208 — 5,208 Loss on disposition of fixed assets 791 15 806 Adjusted EBITDA $ 302,881 $ 54,561 $ 357,442 (a) Non-GAAP results for the year ended December 31, 2015 exclude $6.7 million of charges for the impairment of intangible assets and $1.1 million of other non-cash adjustments. (b) Non-GAAP results for 2015 exclude $2.0 million of severance costs associated with a reorganization at HSN and $3.2 million for certain costs associated with the planned closure of one of HSN's distribution centers. Year Ended December 31, 2014 HSN Cornerstone Total Net income $ 172,984 Income tax provision 104,543 Income before income taxes 277,527 Interest expense, net 7,082 Operating income $ 252,098 $ 32,511 $ 284,609 Stock-based compensation expense 12,224 3,382 15,606 Depreciation and amortization 29,762 14,172 43,934 Breakage income (a) (4,962 ) — (4,962 ) CPSC settlement (b) — 3,100 3,100 Loss on disposition of fixed assets 19 34 53 Adjusted EBITDA $ 289,141 $ 53,199 $ 342,340 (a) Non-GAAP results for the year ended December 31, 2014 exclude $5.0 million of breakage income related to the initial reversal of certain customer credits that had accumulated over many years. (b) Non-GAAP results for the year ended December 31, 2014 exclude a $3.1 million settlement with the Consumer Product Safety Commission ("CPSC"). Financial information by segment is as follows (thousands): Year Ended December 31, 2016 2015 2014 Net sales: HSN $ 2,474,554 $ 2,542,107 $ 2,476,088 Cornerstone 1,092,931 1,148,468 1,111,907 Total $ 3,567,485 $ 3,690,575 $ 3,587,995 Identifiable assets: HSN $ 1,020,531 $ 1,029,475 $ 1,107,932 Cornerstone 284,002 305,096 289,154 Total 1,304,533 1,334,571 1,397,086 Capital expenditures: HSN $ 25,089 $ 44,844 $ 32,307 Cornerstone 16,653 15,848 15,009 Total $ 41,742 $ 60,692 $ 47,316 HSNi does not report revenue from external customers for each product or each group of similar products as it is impracticable to do so. HSNi maintains operations principally in the United States with no long-lived assets and insignificant net sales in all other countries. |
Long-Term Debt (Note)
Long-Term Debt (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt consists of the following (in thousands): December 31, 2016 2015 Secured credit agreement expiring January 27, 2020: Term loan $ 475,000 $ 500,000 Revolving credit facility 40,000 140,000 Long-term debt 515,000 640,000 Unamortized deferred financing costs (5,122 ) (6,892 ) Long-term debt, net of unamortized deferred financing costs 509,878 633,108 Less: current maturities (25,000 ) (25,000 ) Long-term debt, less current maturities and net of unamortized deferred financing costs $ 484,878 $ 608,108 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 existing 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 $500 million from its term loan and $200 million under the revolving credit facility, both under the new Credit Agreement, in the first quarter of 2015 to repay its outstanding term loan of $228.1 million and 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. The remaining balance of $1.9 million along with the $6.6 million in capitalized financing costs related to the Credit Agreement are being 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 3.50 x and a minimum interest coverage ratio of 3.00 x (both as defined in the Credit Agreement). HSNi was in compliance with all such covenants as of December 31, 2016 with a leverage ratio of 1.7 x and an interest coverage ratio of 20.6 x. 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. The Credit Agreement also contains provisions that limit the ability of HSNi to make Restricted Payments, defined as cash dividends, distribution of other property, repurchase of the Company’s common stock, prepayment or redemption of debt, etc., however, so long as the Company’s leverage ratio is below 3.00 x after giving pro forma effect to any proposed Restricted Payments, the amount of such Restricted Payments are not limited. In the event the Company’s leverage ratio is equal to or greater than 3.00 x or after giving pro forma effect to any proposed Restricted Payments, then such Restricted Payments are limited to $150 million in any such fiscal year. The current cash dividend of $1.40 annually per share represents a Restricted Payment of approximately $73.2 million . 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 a LIBOR rate 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 a LIBOR or the Base Rate and the predetermined margin is based on HSNi's leverage ratio. The interest rate on the $515.0 million outstanding long-term debt balance as of December 31, 2016 was 2.75% . 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 under the revolving credit facility portion of the Credit Agreement is reduced by the amount of commercial and standby letters of credit issued under the revolving credit facility, which totaled $10.2 million as of December 31, 2016. The ability to draw funds under the revolving credit facility is dependent upon meeting the aforementioned financial covenants, which may limit HSNi’s ability to draw the full amount of the facility. As of December 31, 2016, the additional amount that could be borrowed under the revolving credit facility in consideration of the financial covenants and outstanding letters of credit, was approximately $522.7 million . Aggregate contractual maturities of long-term debt are as follows (in thousands): Years Ending December 31, 2017 $ 25,000 2018 37,500 2019 37,500 2020 415,000 2021 — $ 515,000 |
Derivative Instruments (Note)
Derivative Instruments (Note) | 12 Months Ended |
Dec. 31, 2016 | |
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 uses interest rate swap contracts to eliminate the cash flow risk on a portion of its variable rate debt. HSNi pays at a fixed rate and receives payments at a variable rate based on one-month LIBOR. The swaps effectively fix the floating LIBOR-based interest of our outstanding LIBOR-based debt. The interest rate swaps were designated and qualified as cash flow hedges; therefore, the effective portions of the changes in fair value are recorded in accumulated other comprehensive income (loss). Any ineffective portions of the changes in fair value of the interest rate swaps will be immediately recognized in earnings in the consolidated statements of operations. The interest rate swaps effectively convert $187.5 million of our variable rate term loan to a fixed rate of 0.8525% through April 2017, and then increases to $250.0 million in April 2017 with a maturity date in January 2020 with a fixed rate of 1.05% (in both cases the swapped fixed rate is exclusive of the credit spread under the Credit Agreement). Based on HSNi's leverage ratio as of December 31, 2016 , the all-in fixed rate was 2.3525% . The changes in fair value of the interest rate swap (inclusive of reclassifications to net income) were income of $2.3 million and a loss of $0.2 million , net of tax, for the years ended December 2016 and 2015 , and were included in other comprehensive income (loss). The fair value of the interest rate swaps at December 31, 2016 was $3.6 million and was recorded in "Other non-current assets." The fair value of the interest rate swap liability as of December 31, 2015 was $0.2 million and was recorded in "Other long-term liabilities" in the consolidated balance sheets. As of December 31, 2016 , HSNi estimates that less than $0.1 million of unrealized losses included in accumulated other comprehensive income (loss) related to these swaps will be realized and reported in earnings within the next twelve months. See Note 9 for discussion of the fair value measurements concerning these interest rate swaps. |
Fair Value Measurements (Note)
Fair Value Measurements (Note) | 12 Months Ended |
Dec. 31, 2016 | |
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): December 31, 2016 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Interest rate swaps $ 3,577 $ — $ 3,577 $ — December 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 $ 169 $ — $ 169 $ — HSNi's interest rate swaps were carried on the balance sheet at fair value as of December 31, 2016 and December 31, 2015 . The swaps were entered into 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): December 31, 2016 Carrying Value Fair Value Fair Value Measurement Category Level 1 Level 2 Level 3 Term loan expiring January 27, 2020 $ 475,000 $ 475,000 $ — $ 475,000 $ — Revolving credit facility $ 40,000 $ 40,000 $ — $ 40,000 $ — December 31, 2015 Carrying Value Fair Value Fair Value Measurement Category Level 1 Level 2 Level 3 Term loan expiring January 27, 2020 $ 500,000 $ 500,000 $ — $ 500,000 $ — Revolving credit facility $ 140,000 $ 140,000 $ — $ 140,000 $ — 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 assesses the impairment of goodwill and indefinite-lived intangible assets at fair value at least annually during the fourth quarter and whenever events or circumstances indicate that the carrying value may not be fully recoverable. HSNi also measures certain assets, such as property and equipment and definite-lived intangible assets, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. At June 30, 2016, the assets and liabilities of Chasing Fireflies and TravelSmith were considered to be a disposal group held for sale. Therefore, the disposal group was measured at its fair value less the estimated costs to sell which resulted in a non-cash asset impairment charge of $20.4 million that was recognized during the second quarter. On September 8, 2016, Cornerstone completed the divestitures of Chasing Fireflies and TravelSmith and recorded a loss on sale of $10.8 million during the year ended December 31, 2016. The impairment charge and loss on sale were recorded within the Cornerstone segment and are included in "Loss on sale of businesses and asset impairments" expense in the accompanying consolidated statements of operations. See Note 20 for further discussion. During the third and fourth quarters of 2015, as a result of declines in operating performances at certain Cornerstone brands, HSNi performed quantitative assessments of certain intangible assets and concluded fair value adjustments were necessary. HSNi wrote off the remaining identified intangible assets related to its 2012 acquisition of Chasing Fireflies resulting in impairment charges totaling $6.7 million . The impairment charges were recorded within the Cornerstone segment and are included in "Loss on sale of businesses and asset impairments" expense in the accompanying consolidated statements of operations. The fair value of the intangible assets, consisting of trademarks and tradenames, was determined using the relief from royalty method. Key inputs used in this calculation included revenue growth, discount, royalty and terminal growth rates. |
Earnings Per Share (Note)
Earnings Per Share (Note) | 12 Months Ended |
Dec. 31, 2016 | |
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. Basic Earnings Per Share For the years ended December 31, 2016 , 2015 and 2014 , basic earnings per share was computed using the number of weighted average shares of common stock outstanding and assumed to be outstanding for the period. Diluted Earnings Per Share For the years ended December 31, 2016 , 2015 and 2014 , diluted earnings per share was computed using the number of shares of common stock outstanding and assumed to be outstanding for the year and, if dilutive, the incremental common stock that HSNi would issue upon the assumed exercise of stock options and stock appreciation rights and the vesting of restricted stock units using the treasury stock method. The following table presents HSNi’s basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Net income $ 118,708 $ 169,239 $ 172,984 Weighted average number of shares outstanding: Basic 52,359 52,627 52,736 Dilutive effect of stock-based compensation awards 504 878 897 Diluted 52,863 53,505 53,633 Net income per share: Basic $ 2.27 $ 3.22 $ 3.28 Diluted $ 2.25 $ 3.16 $ 3.23 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 2,076 560 763 |
Stock-Based Awards (Note)
Stock-Based Awards (Note) | 12 Months Ended |
Dec. 31, 2016 | |
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): Year Ended December 31, 2016 2015 2014 Selling and marketing $ 6,412 $ 6,171 $ 4,736 General and administrative 12,821 12,237 10,870 Stock-based compensation expense before income taxes 19,233 18,408 15,606 Income tax benefit (6,734 ) (6,563 ) (5,685 ) Stock-based compensation expense after income taxes $ 12,499 $ 11,845 $ 9,921 As of December 31, 2016 , there was approximately $22.9 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 1.9 years. Second Amended and Restated 2008 Stock and Annual Incentive Plan 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 anti-dilution provisions of the Plan related 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 December 31, 2016 , there were approximately 1.7 million shares of common stock available for grants under the Plan. HSNi can grant restricted stock, restricted stock units ("RSUs"), market stock units ("MSUs"), performance share units ("PSUs"), stock options, stock appreciation rights (“SARs”), dividend equivalents and other stock-based awards under the Plan. Stock-based awards have a maximum term of 10 years . The exercise price of options and SARs granted under the Plan is required to be at, or above, the fair market value of HSNi’s stock on the date of grant. RSUs and PSUs have rights to receive dividend equivalents that vest at the same time the underlying awards vest once the requisite service has been rendered. HSNi elects to issue shares of its common stock for RSU vestings and SAR exercises net of the employees’ minimum tax withholding obligation. The payments made by HSNi to the taxing authorities for these taxes were $3.3 million , $16.7 million and $12.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Restricted Stock Units RSUs are awards that are denominated in a hypothetical equivalent number of shares of HSNi’s common stock. At the time of grant, HSNi determines if the RSUs will be settled in cash, stock or both. The value to the holder of the RSU is based upon the market value of HSNi’s stock when the RSUs vest. Compensation expense for RSUs granted under the Plan is measured at the grant date as the fair market value of HSNi’s common stock and expensed ratably over the vesting term. The RSUs are generally subject to service-based vesting over a term of 3 years to 5 years . A summary of the status of the nonvested RSUs and dividend equivalents, as of December 31, 2016 and changes during the year ended December 31, 2016 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Nonvested at January 1, 2016 (including 83,132 outstanding dividend equivalents) 674,894 $ 57.92 Granted 318,228 44.16 Additional units granted related to dividend equivalents due to quarterly dividends 24,602 — Vested (152,252 ) 58.45 Forfeited (102,843 ) 56.01 Nonvested at December 31, 2016 (including 74,181 outstanding dividend equivalents) 762,629 51.86 The weighted average per share fair value of RSUs granted during the years ended December 31, 2016 , 2015 and 2014 based on market prices of HSNi’s common stock on the grant date was $44.16 , $65.89 and $55.06 , respectively. The total fair value of RSUs that vested during the years ended December 31, 2016 , 2015 and 2014 and settled in HSNi common stock was $6.6 million , $12.0 million and $10.9 million , respectively. HSNi realizes a tax benefit for RSUs held by its employees in the year in which the award vests. The tax benefit realized by HSNi related to RSUs was approximately $3.4 million , $5.4 million and $4.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , there was approximately $16.7 million of unrecognized compensation cost, net of estimated forfeitures, related to RSUs, which is currently expected to be recognized on a straight-line basis over a weighted average period of approximately 2.1 years. Stock Options and SARs SARs are similar to traditional stock options, except, upon exercise, holders of SARs will only receive a value equal to the spread between the current market price per share of the common stock and the exercise price. The SARs granted by HSNi may be settled in cash or common stock of HSNi, in the sole discretion of HSNi. All SARs exercised by employees of HSNi have been settled in stock. For all SARs currently outstanding, HSNi intends to settle these awards in stock upon exercise. The exercise price for awards granted under the Plan is required to be priced at, or above, the fair market value of HSNi’s stock at the date of grant. Awards typically vest ratably over a term of 3 years . A summary of the status of the outstanding stock options and SARs as of December 31, 2016 is as follows: Number of options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2016 1,810,973 $ 45.80 Granted 928,990 44.86 Exercised (39,054 ) 23.27 Forfeited (101,675 ) 49.41 Expired (19,017 ) 46.25 Outstanding at December 31, 2016 2,580,217 45.66 6.6 $ 4,430,444 Vested and expected to vest at December 31, 2016 2,437,355 45.47 6.5 $ 4,430,444 Exercisable at December 31, 2016 1,308,868 41.69 4.6 $ 4,430,444 The aggregate intrinsic value in the table above represents the pre-tax difference between the closing price of HSNi’s common stock on December 31, 2016 of $34.30 and the exercise price for all “in the money” awards at December 31, 2016 . This amount changes based on the fair market value of HSNi’s common stock. The intrinsic value of the stock options and SARs exercised during the years ended December 31, 2016 , 2015 and 2014 was approximately $0.8 million , $44.4 million and $23.4 million , respectively. Cash received from stock option exercises for the years ended December 31, 2016 , 2015 and 2014 was $0.2 million , $15.0 million , and $0.6 million , respectively. The tax benefit realized from stock option exercises for the years ended December 31, 2016 , 2015 and 2014 was $0.3 million , $12.2 million , and $8.8 million , respectively. The fair value of each stock option and SAR award, which HSNi intends to settle in stock, is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, including expected volatility and expected term. Expected stock price volatilities are estimated based on HSNi's historical volatility and the historical and implied volatilities of comparable publicly-traded companies. The risk-free interest rates are based on U.S. Treasury yields for notes with comparable terms as the awards in effect at the grant date. The expected term of options and SARs granted is based on an analysis of historical employee termination rates and option exercise patterns, giving consideration to expectations of future employee behavior. Dividends yields are estimated based on HSNi's historical and anticipated dividend payments. The weighted average assumptions used in the Black-Scholes option pricing model are as follows: Year Ended December 31, 2016 2015 2014 Volatility factor 26.3 % 29.2 % 36.4 % Risk-free interest rate 1.23 % 1.49 % 1.55 % Expected term 4.5 4.4 4.7 Dividend yield 3.1 % 2.1 % 1.8 % The weighted average fair values of stock options and SARs granted from the Plan during the years ended December 31, 2016 , 2015 and 2014 at market prices equal to HSNi’s common stock on the grant date were $7.31 , $13.65 , and $15.24 , respectively. At the date of the Spin-off, HSNi granted stock options to its Chief Executive Officer at exercise prices greater than market value on the date of grant with a term of 10 years . The weighted average exercise price and the weighted average fair value for the 373,000 stock options that were outstanding as of December 31, 2016 were $38.89 and $3.01 , respectively. All other awards granted under the Plan have exercise prices based on the fair market value of HSNi’s common stock at the date of grant. As of December 31, 2016 , there was approximately $6.2 million of unrecognized compensation cost, net of estimated forfeitures, related to stock options and SARs, which is currently expected to be recognized on a straight-line basis over a weighted average period of approximately 1.3 years. The following table summarizes the information about stock options and SARs outstanding and exercisable as of December 31, 2016 : Outstanding Exercisable Number Outstanding at December 31, 2016 Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Number Exercisable at December 31, 2016 Weighted Average Exercise Price $0.00 to $9.99 95,202 $ 4.91 2.0 95,202 $ 4.91 $10.00 to $19.99 48,873 16.11 2.3 48,873 16.11 $20.00 to $29.99 57,541 25.86 4.1 57,541 25.86 $30.00 to $39.99 450,822 37.52 2.2 450,822 37.52 $40.00 to $49.99 1,216,719 45.72 8.5 236,836 47.73 $50.00 to $59.99 283,116 51.56 6.2 275,666 51.57 $60.00 to $69.99 427,944 65.24 8.1 143,928 65.24 2,580,217 1,308,868 Performance-Based Awards During the third quarter of 2013, HSNi granted approximately 116,000 MSUs (after giving effect to the anti-dilution provisions of the Plan related to the special cash dividend) to its Chief Executive Officer. The MSUs vest over performance periods of 3 years and 5 years ( 50% for each period). Payout percentages range between 0% and 200% of the target award depending on the awards' market condition, the future price of HSNi's stock at the end of each performance period as compared to HSNi's stock price at the date of grant (as defined in the MSU agreement). The fair value of the MSUs at the grant date was $8.3 million , or an average of $82.67 per unit, and is recognized on a graded-vested basis over the performance periods. The fair value was measured on the grant date by applying a Monte Carlo simulation pricing model which estimates the potential outcome of reaching the market condition based on simulated future stock prices. The weighted average assumptions used in the valuation of the MSUs were the following: volatility factor of 39.7% , risk-free interest rate of 1.00% , expected term of 4.0 years and dividend yield of 1.1% . The fair value of the MSUs that vested during the year ended December 31, 2016 and settled in HSNi common stock was $2.4 million . During the years ended December 31, 2016 , 2015 and 2014 , HSNi granted performance-based awards to certain executive employees which vest over a three -year performance period. The awards vest between 0% and 200% of the target award based on the company's Total Shareholder Return relative to an indexed peer group. For the year ended December 31, 2016 , HSNi granted these awards using PSUs which represent a right to receive shares of HSNi common stock. For the years ended December 31, 2015 and 2014 , HSNi granted these awards using a similar performance metric but they will be settled in cash. The aggregate target value of the performance-based awards granted during the years ended December 31, 2016 , 2015 and 2014 was $5.0 million , $5.2 million and $4.4 million , respectively, with grant date fair value of $5.0 million , $4.9 million and $3.8 million , respectively, measured using a Monte-Carlo simulation. The compensation expense for these PSUs is based on the fair value of the awards measured at the grant date and is expensed ratably over the vesting term. Performance cash awards are accounted for as liability-based awards as they will be settled in cash. The compensation expense for the cash awards is remeasured at the end of each reporting period. As of December 31, 2016 and 2015 , a liability of $0.7 million and $2.3 million , respectively, was recorded for these awards. A summary of the status of the nonvested MSUs, PSUs and dividend equivalents, as of December 31, 2016 and changes during the year ended December 31, 2016 is as follows: Number of MSUs and PSUs (a) Weighted Average Grant Date Fair Value Nonvested at January 1, 2016 231,602 $ 82.67 Granted (a) 184,580 54.06 Additional units granted related to quarterly dividend equivalents 5,810 — Vested (57,049 ) 78.04 Forfeited (69,557 ) 74.31 Nonvested at December 31, 2016 295,386 67.35 (a) Shares granted are based on the achievement of certain performance criteria and represent the maximum number of shares that can vest ( 200% ). Employee Stock Purchase Plan The HSN, Inc. 2010 Employee Stock Purchase Plan (“ESPP”) was approved May 2010 and 750,000 shares of HSNi common stock were reserved for issuance under the ESPP. The ESPP permits employees to purchase shares of HSNi’s common stock during semi-annual purchase periods. Under the terms of the ESPP, eligible employees accumulate funds through payroll deductions and purchase shares at a price equal to the lesser of 85% of the fair market value of the common stock at the grant date or purchase date. All shares purchased under the ESPP must be held for a period of 6 months. For the year ended December 31, 2016 , HSNi granted approximately 62,000 options under the ESPP. The fair value of each option granted under the ESPP is determined on the grant date using the Black-Scholes option pricing model. The following are the weighted average assumptions used in the valuation of the ESPP options for the years ended December 31, 2016 and 2015 : Year Ended December 31, 2016 2015 2014 Volatility factor 32.0 % 21.7 % 22.0 % Risk-free interest rate 0.42 % 0.12 % 0.08 % Expected term 0.5 0.5 0.5 Dividend yield 2.8 % 1.9 % 1.7 % For the years ended December 31, 2016 , 2015 and 2014 , approximately $0.6 million , $0.6 million and $0.5 million , respectively, of expenses related to the ESPP were included in the consolidated statements of operations. For the years ended December 31, 2016 , 2015 and 2014 , HSNi received cash proceeds from the participating employees of approximately $2.2 million , $2.4 million and $2.0 million , respectively. Restricted Common Equity in Cornerstone Brands In connection with the acquisition of Cornerstone Brands by IAC in 2005 certain members of Cornerstone Brand’s management were granted restricted common equity in Cornerstone Brands. These awards were granted on April 1, 2005 and were initially measured at fair value, which was amortized to expense over the vesting period. These awards vested ratably over 4 years , or earlier based upon the occurrence of certain prescribed events. The awards vested in non-voting restricted common shares of Cornerstone Brands. As of December 31, 2016 , these awards were significantly out of the money and are not expected to result in any cost should HSNi exercise its call right. |
Income Taxes (Note)
Income Taxes (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
Income Taxes | INCOME TAXES The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current income tax (provision) benefit: Federal $ (51,616 ) $ (98,496 ) $ (96,269 ) State (5,552 ) (11,829 ) (10,289 ) Current income tax (provision) benefit (57,168 ) (110,325 ) (106,558 ) Deferred income tax benefit (provision): Federal (12,195 ) 9,188 1,468 State (1,657 ) 1,522 547 Deferred income tax benefit (provision) (13,852 ) 10,710 2,015 Income tax (provision) benefit $ (71,020 ) $ (99,615 ) $ (104,543 ) Current income taxes payable has been reduced by $3.8 million , $17.5 million , and $12.9 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, for tax deductions attributable to stock-based compensation. The related income tax benefits of this stock-based compensation were recorded as amounts charged or credited to the income tax provision and additional paid-in capital. The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 are presented below (in thousands). The valuation allowance is related to items for which it is more likely than not that the tax benefit will not be realized. December 31, 2016 2015 Deferred tax assets: Provision for accrued expenses $ 31,659 $ 38,472 Inventories 15,166 14,996 Stock-based compensation 15,667 14,132 Net operating losses 556 652 Other 3,556 4,160 Total deferred tax assets 66,604 72,412 Less valuation allowance (533 ) (528 ) Net deferred tax assets 66,071 71,884 Deferred tax liabilities: Intangible assets (96,627 ) (91,051 ) Prepaid expenses (10,682 ) (11,170 ) Property and equipment (18,522 ) (14,161 ) Total deferred tax liabilities (125,831 ) (116,382 ) Net deferred tax liability $ (59,760 ) $ (44,498 ) At December 31, 2016 , HSNi had $5.3 million of net operating loss carryforwards which begin expiring in 2017. HSNi had a valuation allowance of approximately $0.5 million as of December 31, 2016 and 2015. Valuation allowances are recorded for deferred tax assets related to separate state net operating losses. A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows (in thousands): Year Ended December 31, 2016 2015 2014 Income tax provision at the federal statutory rate of 35% $ (66,405 ) $ (94,099 ) $ (97,135 ) State income taxes, net of effect of federal tax benefit (4,686 ) (6,730 ) (6,306 ) Other, net 71 1,214 (1,102 ) Income tax provision $ (71,020 ) $ (99,615 ) $ (104,543 ) A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows (in thousands): 2016 2015 2014 Balance at beginning of year $ 3,418 $ 2,011 $ 910 Additions based on tax positions related to the current year 648 630 525 Additions for tax positions of prior years 536 777 576 Reductions for tax positions of prior years (34 ) — — Balance at end of year $ 4,568 $ 3,418 $ 2,011 As of December 31, 2016 and 2015 , the unrecognized tax benefits, including interest, were $5.4 million and $4.1 million , respectively. At December 31, 2016 and 2015 , there are approximately $4.6 million and $3.3 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. HSNi recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. There is no material interest on unrecognized tax benefits included in income tax expense for the years ended December 31, 2016 , 2015 and 2014 . At December 31, 2016 and 2015 , HSNi has no material accrual for the payment of interest or penalties. HSNi believes that it is reasonably possible that its unrecognized tax benefits could decrease by an immaterial amount within twelve months of the current reporting date due to settlement with the taxing authority. HSNi is routinely under audit by federal, state, local and foreign tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by HSNi are recorded in the period they become known. The Internal Revenue Service ("IRS") has examined HSNi's consolidated federal income tax return for the year ended December 31, 2010 and performed a 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. New York State has completed it’s examination of income tax returns for the periods ended December 31, 2011 through December 31, 2013 without a material adjustment. The State of Florida has begun an income tax examination of HSNi’s tax returns for the years ended December 31, 2013 through December 31, 2015. HSNi does not anticipate any material adjustments to our tax liabilities resulting from this examination. 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 this agreement, each of the companies included in the Spin-off ("Spincos") was indemnified by IAC for additional tax liabilities related to consolidated or combined federal and state tax returns prepared and filed by IAC prior to the Spin-off. However, each Spinco agreed to, among other things, assume any additional tax liabilities related to their separately filed state income tax returns. All examinations have concluded or statutes of limitations have expired related to IAC's consolidated or combined federal and state tax returns for years including HSNi operations prior to the Spin-off. The Tax Sharing Agreement also provides, among other things, that each Spinco indemnifies 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 any post Spin-off (i) act or failure to act by such Spinco described in the covenants in the Tax Sharing Agreement, (ii) acquisition of equity, securities, or assets of such Spinco or a member of its group, and (iii) 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. This indemnification remains effective until IAC's tax returns for the two year period after the Spin-off are no longer subject to examination. |
Commitments And Contingencies (
Commitments And Contingencies (Note) | 12 Months Ended |
Dec. 31, 2016 | |
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, regulatory compliance, employment matters and other claims. HSNi establishes reserves for specific legal, tax or other compliance matters that it has determined the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain legal, tax or other 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 leases a satellite transponder, warehouse, stores and office space, equipment and services used in connection with its operations under various operating leases, many of which contain escalation clauses. Future minimum payments under operating lease agreements are as follows (in thousands): Years Ending December 31, 2017 $ 28,391 2018 23,878 2019 21,060 2020 13,838 2021 9,563 Thereafter 38,214 Total $ 134,944 Expenses charged under these agreements were $27.9 million , $27.1 million , and $25.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and were included in "General and administrative" expense in the accompanying consolidated statements of operations. HSNi also has funding commitments that could potentially require its performance in the event of demands by third parties or contingent events, as follows (in thousands): Amount of Commitments Expiration Per Period Total Amounts Committed Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Letters of credit and surety bonds $ 13,301 $ 13,241 $ 60 $ — $ — Purchase obligations 40,724 29,240 11,484 — — Total commercial commitments $ 54,025 $ 42,481 $ 11,544 $ — $ — The letters of credit (“LOCs”) primarily consist of trade LOCs, which are used for inventory purchases. Trade LOCs are guarantees of payment based upon the delivery of goods. The surety bonds primarily consist of customs bonds, which relate to the import of merchandise into the United States. The purchase obligations primarily relate to cable contracts and include obligations for future cable distribution and commission guarantees. |
Related Party Transactions (Not
Related Party Transactions (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Relationship Between Liberty Media Corporation and HSNi Spinco Agreement In connection with the Spin-off, pursuant to a Spinco Assignment and Assumption Agreement (the “Spinco Agreement”), dated as of August 20, 2008, among HSNi, IAC, Liberty Media Corporation (“Liberty”) and a subsidiary of Liberty that held shares of IAC common stock and IAC Class B common stock (together with Liberty, the “Liberty Parties”), HSNi (i) assumed from IAC all rights and obligations providing for post-Spin-off governance and other arrangements at HSNi under the Spinco Agreement, dated May 13, 2008, among IAC, Liberty and affiliates of Liberty that held shares of IAC common stock and/or Class B common stock at the time such Spinco Agreement was entered into, and (ii) as required by the Spinco Agreement, entered into a registration rights agreement with the Liberty Parties. Following is a summary of the material terms of the Spinco Agreement: Representation of Liberty on the Spinco Boards of Directors The Spinco Agreement generally provides that so long as Liberty beneficially owns securities of HSNi representing at least 20% of the total voting power of HSNi’s equity securities, Liberty has the right to nominate up to 20% of the directors serving on HSNi’s Board of Directors (rounded up to the nearest whole number). Any director nominated by Liberty must be reasonably acceptable to a majority of the directors on HSNi’s Board who were not nominated by Liberty. All but one of Liberty’s nominees serving on the Board of Directors must qualify as “independent” under applicable stock exchange rules. In addition, the Nominating Committee of the Board may include only “Qualified Directors,” namely directors other than any who were nominated by Liberty, are officers or employees of HSNi or were not nominated by the Nominating Committee of the HSNi Board in their initial election to the Board and for whose election any Liberty Party voted shares. Acquisition Restrictions The Liberty Parties have agreed not to acquire beneficial ownership of any equity securities of HSNi (with specified exceptions) unless: • the acquisition was approved by a majority of the Qualified Directors; • the acquisition is permitted under the provisions described in “Competing Offers” below; or • after giving effect to the acquisition, Liberty’s ownership percentage of the equity securities of HSNi, based on voting power, would not exceed the Applicable Percentage. The “Applicable Percentage” is Liberty’s ownership percentage upon the Spin-off of HSNi, based on voting power (approximately 30% ), plus 5% , but in no event more than 35% . Notwithstanding the foregoing, Liberty’s beneficial ownership may increase (and has increased) above the Applicable Percentage as a result of HSNi’s share repurchase program. Following the Spin-off, the Applicable Percentage for the Spinco is reduced for specified transfers of equity securities of the Spinco by the Liberty Parties. During the first two years following the Spin-off, acquisitions by the Liberty Parties were further limited to specified extraordinary transactions and, otherwise, to acquisitions representing no more than one-third of HSNi Common Stock received by the Liberty Parties in the Spin-off: • transfers pursuant to a third party tender or exchange offer or in connection with any merger or other business combination, which merger or business combination has been approved by HSNi; • transfers in a public offering in a manner designed to result in a wide distribution, provided that no such transfer is made, to the knowledge of the Liberty Parties, to any person whose ownership percentage (based on voting power) of HSNi’s equity securities, giving effect to the transfer, would exceed 15% ; • a transfer of all of the equity securities of HSNi beneficially owned by the Liberty Parties and their affiliates in a single transaction if the transferee’s ownership percentage (based on voting power), after giving effect to the transfer, would not exceed the Applicable Percentage and only if the transferee assumes all of the rights and obligations (subject to limited exceptions) of the Liberty Parties under the Spinco Agreement; • specified transfers in connection with changes in the beneficial ownership of the ultimate parent company of a Liberty Party or a distribution of the equity interests of a Liberty Party or certain similar events; and • specified transfers relating to certain hedging transactions or stock lending transactions in respect of the Liberty Parties’ equity securities in HSNi, subject to specified restrictions. Competing Offers During the period when Liberty continues to have the right to nominate directors to HSNi’s Board of Directors, if the Board of Directors determines to pursue certain types of transactions on a negotiated basis (either through an “auction” or with a single bidder), Liberty is granted certain rights to compete with the bidder or bidders, including the right to receive certain notices and information, subject to specified conditions and limitations. In connection with any such transaction that HSNi is negotiating with a single bidder, the Board of Directors must consider any offer for a transaction made in good faith by Liberty but is not obligated to accept any such offer or to enter into negotiations with Liberty. If a third party (x) commences a tender or exchange offer for at least 35% of the capital stock of HSNi other than pursuant to an agreement with HSNi or (y) publicly discloses that its ownership percentage (based on voting power) exceeds 20% and HSNi’s Board fails to take certain actions to block such third party from acquiring an ownership percentage of HSNi (based on voting power) exceeding the Applicable Percentage, the Liberty Parties generally will be relieved of the obligations described under “Standstill Restrictions” and “Acquisition Restrictions” above to the extent reasonably necessary to permit Liberty to commence and consummate a competing offer. If Liberty’s ownership percentage (based on voting power) as a result of the consummation of a competing offer in response to a tender or exchange offer described in (x) above exceeds 50% , any consent or approval requirements of the Qualified Directors in the Spinco Agreement will be terminated, and, following the later of the second anniversary of the Spin-off and the date that Liberty’s ownership percentage (based on voting power) exceeds 50% , the obligations described under “Acquisition Restrictions” will be terminated. Other Following the Spin-off, amendments to the Spinco Agreement and determinations required to be made thereunder (including approval of transactions between a Liberty Party and HSNi that would be reportable under the proxy rules) will require the approval of the Qualified Directors. Registration Rights Agreement Under the registration rights agreement, the Liberty Parties and their permitted transferees (the “Holders”) will be entitled to three demand registration rights (and unlimited piggyback registration rights) in respect of the shares of HSNi common stock received by the Liberty Parties as a result of the Spin-off and other shares of HSNi common stock acquired by the Liberty Parties consistent with the Spinco Agreement (collectively, the “Registrable Shares”). The Holders will be permitted to exercise their registration rights in connection with certain hedging transactions that they may enter into with respect to the Registrable Shares. HSNi will be obligated to indemnify the Holders, and each selling Holder will be obligated to indemnify HSNi, against specified liabilities in connection with misstatements or omissions in any registration statement. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Disclosure of Cash Flow Information: Year Ended December 31, 2016 2015 2014 (in thousands) Cash paid during the period for: Income tax payments $ 68,898 $ 99,012 $ 87,787 Income tax refunds (282 ) (102 ) (482 ) Interest payments 15,027 13,087 6,142 Non-cash investing activities: Capital expenditures incurred but paid in advance — — 9,100 Non-cash financing activities: Effective portion of change in interest rate swap 3,018 (1,620 ) (1,581 ) |
Shareholders' Equity (Note)
Shareholders' Equity (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY Stock Purchase Rights In December 2008, HSNi’s Board of Directors approved the creation of a Series A Junior Participating Preferred Stock, adopted a shareholders rights plan and declared a dividend of one right for each outstanding share of common stock held by our shareholders of record as of the close of business on January 5, 2009. The rights attached to any additional shares of common stock issued after January 5, 2009. Initially, these rights, which trade with the shares of HSNi’s common stock, will not be exercisable. Under the rights plan, these rights will be exercisable if a person or group acquires or commences a tender or exchange offer for 15% or more of HSNi’s common stock (except for certain grandfathered persons, such as Liberty, to which higher thresholds apply). If the rights become exercisable, each right will permit its holder, other than the “acquiring person,” to purchase from us shares of common stock at a 50% discount to the then prevailing market price. As a result, the rights will cause substantial dilution to a person or group that becomes an “acquiring person” on terms not approved by HSNi’s Board of Directors. Accumulated Other Comprehensive (Loss) Income 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 years ended December 31, 2016 , 2015 and 2014 (in thousands): 2016 2015 2014 Accumulated other comprehensive (loss) income as of January 1, $ (95 ) $ 127 $ 354 Other comprehensive income (loss) before reclassifications 3,018 (1,620 ) (1,581 ) Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations 707 1,263 1,215 Income tax (expense) benefit (1,410 ) 135 139 Other comprehensive income (loss), net of tax 2,315 (222 ) (227 ) Accumulated other comprehensive income (loss) as of December 31, $ 2,220 $ (95 ) $ 127 Share Repurchase Program On 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. In July 2014, HSNi completed its 10 million share repurchase program at an aggregate cost of $451.0 million , representing an average cost of $45.10 per share. All shares were immediately retired upon 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. As of December 31, 2016 , approximately 2.7 million shares remained authorized for repurchase under the program. The following table summarizes HSNi's share repurchase activity (in thousands, except per share data): 2016 2015 2014 Number of shares repurchased and retired 357 948 1,011 Average price per share $ 46.45 $ 61.73 $ 54.87 Total cost $ 16,567 $ 58,510 $ 55,467 Dividend Policy During the year ended December 31, 2016 , HSNi's Board of Directors approved four quarterly cash dividends totaling $1.40 per common share resulting in dividend payments of approximately $73.2 million . During the year ended December 31, 2015, HSNi’s Board of Directors approved four quarterly cash dividends totaling $1.40 per common share and a special cash dividend of $10.00 per common share that was payable February 19, 2015 resulting in aggregate dividend payments of approximately $597.9 million . In February 2017, HSNi's Board of Directors approved a quarterly cash dividend of $0.35 per common share. The dividend will be paid March 22, 2017 to HSNi's record holders as of March 8, 2017. |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Results (Unaudited) | QUARTERLY RESULTS (UNAUDITED) Quarter Ended (a) March 31, June 30, September 30, December 31, (b) (c) (d) (In thousands, except per share data) Year Ended December 31, 2016 Net sales $ 816,765 $ 854,308 $ 823,023 $ 1,073,389 Gross profit 289,478 311,824 280,076 335,290 Operating income 49,829 46,214 36,875 72,890 Net income 28,585 26,445 20,158 43,520 Net income per share: Basic $ 0.55 $ 0.50 $ 0.39 $ 0.83 Diluted $ 0.54 $ 0.50 $ 0.38 $ 0.82 Dividends declared per common share $ 0.35 $ 0.35 $ 0.35 $ 0.35 Year Ended December 31, 2015 Net sales $ 841,887 $ 885,642 $ 864,868 $ 1,098,178 Gross profit 300,206 336,537 306,274 371,546 Operating income 57,009 70,703 57,833 98,488 Net income 33,689 41,632 34,208 59,710 Net income per share: Basic $ 0.64 $ 0.79 $ 0.65 $ 1.14 Diluted $ 0.63 $ 0.78 $ 0.64 $ 1.12 Dividends declared per common share $ 10.35 $ 0.35 $ 0.35 $ 0.35 (a) The results of TravelSmith and Chasing Fireflies are included through the date of divestitures on September 8, 2016. (b) The second quarter of 2016 includes an asset impairment charge of $20.4 million , or $0.24 per diluted share, related to the TravelSmith and Chasing Fireflies disposal group. The second quarter of 2015 includes $3.0 million , or $0.03 per diluted share, for certain costs associated with the planned closure of one of HSN's distribution centers as part of its supply chain optimization initiative. (c) The third quarter of 2016 includes the loss on sale of $11.2 million , or $0.13 per diluted share, related to the divestitures of TravelSmith and Chasing Fireflies. The third quarter of 2015 includes a non-cash charge of $5.0 million , or $0.06 per diluted share, at Cornerstone for impairment of intangible assets related to Chasing Fireflies. (d) The fourth quarter of 2016 includes the impact of the supply chain optimization implementation issues which decreased gross profit by approximately $13.0 million and increased operating expenses by approximately $3.0 million , having a combined impact of $0.19 per diluted share. The fourth quarter of 2015 includes $2.0 million , or $0.02 per diluted share, of severance costs associated with a reorganization at HSN. (e) Cornerstone's fourth quarter of 2016 consisted of 14-weeks compared to 13-weeks in the prior year resulting in an additional $15 million in net sales in 2016. |
Retirement And Savings Plan (No
Retirement And Savings Plan (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement And Savings Plan | RETIREMENT AND SAVINGS PLANS Effective December 31, 2008, HSNi established the HSN, Inc. Retirement Savings Plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pretax salary, up to the statutory limits. For the years ended December 31, 2016 , 2015 and 2014 , HSNi contributed fifty cents for each dollar a participant contributed of the first 6% of a participant's deferrals. HSNi’s matching contributions were $5.1 million , $5.0 million and $4.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Effective January 1, 2014, HSNi initiated a nonqualified deferred compensation plan allowing salary and annual bonus deferrals for qualifying employees as permitted by the Internal Revenue Code. Participant deferrals earn investment returns based on a select number of investment options, including equity and debt mutual funds. HSNi invested comparable amounts in marketable securities through life insurance policies to mitigate the risk associated with the investment return on the employee deferrals. Assets related to the funded portion of the deferred compensation plan are held in a rabbi trust which remains subject to claims of HSNi's general creditors. HSNi remains liable to the participants for the unfunded portion of the plan. HSNi records changes in the fair value of the asset and liability in the statement of operations. As of December 31, 2016 and 2015 , the company-owned life insurance policies had a cash surrender value of $3.6 million and $1.9 million , respectively and were recorded in "Other non-current assets" in the consolidated balance sheet. The Plan's deferred compensation liability as of December 31, 2016 and 2015 was $3.6 million and $2.0 million , respectively and was recorded in "Other long-term liabilities" in the consolidated balance sheet. |
Costs Associated With An Exit A
Costs Associated With An Exit Activity (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Costs Associated with Exit Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | COSTS ASSOCIATED WITH AN EXIT ACTIVITY As part of its supply chain optimization initiative, HSNi announced in June 2015 its plan to close the HSN distribution center in Roanoke, Virginia and expand the capabilities of its distribution center in Piney Flats, Tennessee. The closure will involve the eventual elimination of approximately 350 positions at the Virginia facility. HSNi expects the closure to occur in accordance with a two-year transition plan and be substantially completed in 2017. HSN expects to incur approximately $4 million to $5 million in total charges related to the closure. These charges include approximately $3 million to $4 million in employee-related expenses, including severance payments and retention incentives. During the years ended December 31, 2016 and 2015, HSN recognized $0 and $3.2 million , respectively, in employee-related costs which are included in "General and administrative” operating expenses in the accompanying consolidated statements of operations. A summary of HSNi’s liability associated with exit activities, which is recorded in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheets, are presented in the following table (in thousands): Employee Related Costs 2016 2015 Balance at January 1, $ 3,221 $ — Provisions — 3,132 Payments (121 ) — Adjustments — 89 Balance at December 31, $ 3,100 $ 3,221 |
Divestitures (Notes)
Divestitures (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Divestitures [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | DIVESTITURES On September 8, 2016, HSNi completed the sale of substantially all of the assets and certain liabilities of Chasing Fireflies and TravelSmith, two of the apparel brands included within the Cornerstone segment. The sale price included $1 million in cash and $2 million of contingent consideration that was based on the achievement of certain performance metrics in 2016 which are not expected to be achieved. During the year ended December 31, 2016, Cornerstone recorded a pre-tax loss on sale of $10.8 million . The transaction included cash charges of approximately $3.5 million related to transactions costs and employee and lease liabilities. The assets and liabilities of the two brands were classified as held for sale as of June 30, 2016 which resulted in a non-cash asset impairment charge of $20.4 million recorded in the second quarter of 2016 within the Cornerstone segment and was included in "Loss on sale of businesses and asset impairments" expense in the accompanying consolidated statements of operations. The loss on sale and asset impairment charges related to this sale are recorded in the consolidated statements of operations in the line item “Loss on sale of businesses and asset impairments.” The assets sold were largely represented by $29.3 million of inventory and $8.4 million of other assets, and approximately $8.6 million of current liabilities. HSNi entered into a transition services agreement with the buyer to provide fulfillment services and various back office support services through February 2017. Charges by HSNi under this transition services agreement of approximately $4.7 million for the year ended December 31, 2016 are recorded in net sales in the consolidated statements of operations. HSNi determined the sale of these businesses would not represent a strategic shift in its business nor will it have a major effect on its consolidated results of operations, financial position or cash flows. Accordingly, the disposal group is not presented in the consolidated financial statements as a discontinued operation. |
Valuation And Qualifying Accoun
Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation And Qualifying Accounts | Description Balance at Beginning of Period Charges to Earnings Charges to Other Accounts Deductions Balance at End of Period 2016 Allowance for doubtful accounts $ 20,631 $ 22,768 $ 135 $ (24,448 ) (1) $ 19,086 Sales return accrual 39,649 595,991 — (596,736 ) 38,904 Deferred tax valuation allowance 528 5 — — $ 533 2015 Allowance for doubtful accounts $ 18,824 $ 34,012 $ (803 ) $ (31,402 ) (1) $ 20,631 Sales return accrual 40,789 659,481 — (660,621 ) 39,649 Deferred tax valuation allowance 1,577 (1,049 ) — — 528 2014 Allowance for doubtful accounts $ 16,863 $ 23,986 $ 1,874 $ (23,899 ) (1) $ 18,824 Sales return accrual 40,072 655,304 — (654,587 ) 40,789 Deferred tax valuation allowance 1,495 82 — — 1,577 (1) Write-off of uncollectible accounts receivable |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue primarily consists of merchandise sales and is reduced by incentive discounts and sales returns to arrive at net sales. Revenue is recorded when delivery to the customer has occurred. Delivery is considered to have occurred when the customer takes title and assumes the risks and rewards of ownership, which is on the date of shipment. HSNi's sales policy allows customers to return merchandise for a full refund or exchange, subject to pre-established time restrictions. Allowances for returned merchandise and other adjustments (including reimbursed shipping and handling costs) are provided based upon past experience. Actual returns of product sales have not materially varied from estimates in any of the periods presented. |
Revenue Recognition, Gift Cards | HSN issues customer credits primarily for products returned outside of HSN’s normal return policy. Revenues from these credits are recognized when (1) redeemed by the customer, or (2) it is determined that it is not probable the Company has an obligation to escheat the value of the unredeemed credit to relevant jurisdictions and the likelihood of the credit being redeemed by the customer is remote (“breakage”). |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs Shipping and handling fees billed to customers are recorded as revenue. The costs associated with shipping goods to customers are recorded as cost of sales. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and money market instruments with an original maturity of three months or less when purchased and are stated at cost. |
Accounts Receivable | Accounts Receivable Accounts receivable are principally comprised of amounts due from customers and credit card companies, net of an allowance for doubtful accounts. HSNi accepts most credit and select debit cards. HSN provides extended payment terms to its qualified customers known as Flexpay. Revenue is recorded when delivery to the customer has occurred, at which time HSN collects the first payment, sales tax and all shipping and handling fees. Subsequent collections are due from customers in 30 -day increments, payable automatically upon authorization of the customer’s method of payment. HSN offers Flexpay programs ranging from two to six interest-free monthly payments. Flexpay receivables consist of outstanding balances owed by customers, less a reserve for uncollectible balances. |
Inventories | Inventories Inventories, which primarily consist of finished goods, are valued at the lower of cost or market, with the cost being determined based upon the first-in, first-out method. Cost includes inbound freight and duties and, in the case of HSN, certain allocable costs, including certain warehouse costs. |
Property and Equipment | Property and Equipment Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance and any gains or losses on dispositions are included in the consolidated statement of operations. Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over the shorter of the estimated service life or lease period. Asset Category Depreciation Period Computer and broadcast equipment and capitalized software 3 to 20 Years Buildings, leasehold improvements and land improvements 3 to 40 Years Furniture and other equipment 2 to 30 Years |
Internal Use Software, Policy [Policy Text Block] | HSNi capitalizes certain qualified costs incurred in connection with the development of internal use software. Capitalization of internal use software costs begins when the preliminary project stage is completed; management with the relevant authority authorizes and commits to the funding of the software project; and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized internal use software is amortized on a straight-line basis over the estimated useful life of the software. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill and indefinite-lived intangible assets, primarily trade names and trademarks, are assessed annually for impairment as of October 1 or upon the occurrence of certain events or substantive changes in circumstances. See Note 3 for a further discussion on goodwill and indefinite-lived intangible assets. |
Long-Lived Assets and Intangible Assets with Definite Lives | Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, including property and equipment and intangible assets with definite lives, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is generally recorded on a straight-line or accelerated basis over their estimated lives. |
Cable and Satellite Distribution Fees | Cable and Satellite Distribution Fees Cable and satellite distribution fees relate to fees paid in connection with cable and satellite contracts for carriage of HSN’s programming. Fees that are paid upfront for annual contracts are included in "Prepaid expenses and other current assets" in the accompanying consolidated balance sheets and are amortized on a straight-line basis over the terms of the respective contracts. Unpaid fees are accrued and included in the line item “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheets. Cable and satellite distribution fees and amortization are included in “Selling and marketing" expense in the accompanying consolidated statements of operations. |
Advertising | Advertising Advertising costs include catalog production and distribution costs. Advertising costs are expensed in the period incurred, except for Cornerstone’s direct costs of producing and distributing its catalogs, which are capitalized. These capitalized costs are amortized over the expected future revenue stream, which is generally three months from the date catalogs are mailed. |
Income Taxes | Income Taxes HSNi accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. HSNi records interest and penalties on potential tax contingencies as a component of income tax expense and records interest net of any applicable related income tax benefit. HSNi recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on its technical merits. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. |
Stock-Based Compensation | Stock-Based Compensation HSNi recognizes compensation expense for stock-based awards, reduced for estimated forfeitures, on a straight-line basis over the requisite service period for awards with service conditions and on a graded-vested basis for awards with market or performance conditions. Tax benefits resulting from tax deductions in excess of the stock-based compensation expense recognized in the consolidated statements of cash flows are reported as a component of financing cash flows. HSNi issues new shares to satisfy equity vestings and exercises. See Note 11 for a further description of our stock compensation plans. |
Earnings Per Share | Earnings Per Share HSNi computes basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the treasury stock method. |
Derivatives Instruments | Derivative Instruments HSNi uses derivatives in the management of interest rate risk with respect to interest expense on variable rate debt. Such instruments are not held or used for trading purposes. HSNi is party to interest rate swap agreements with major financial institutions that fix the variable benchmark component (LIBOR) of HSNi's interest rate on a portion of its variable-rate debt. See Note 8 for further discussion of derivative instruments. |
Stockholders' Equity, Policy | Share Repurchases Shares repurchased pursuant to HSNi's share repurchase program are immediately retired upon purchase. Repurchased common stock is reflected as a reduction of shareholders' equity. HSNi's accounting policy related to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its capital surplus for the excess of the repurchase price over the par value. Since inception of its share repurchase program in September 2011, HSNi has had an accumulated deficit balance; therefore, the excess over the par value has been applied to additional paid-in capital. Once HSNi has retained earnings, the excess will be charged entirely to retained earnings. |
Private Label Credit Card [Policy Text Block] | As with the original agreement, HSN received an upfront signing bonus from the sponsoring bank which is being amortized over the term of the agreement and also receives ongoing payments for new accounts activated as well as a share of net sales collected by the sponsoring bank. |
Accounting Estimates | Accounting Estimates HSNi prepares its financial statements in conformity with generally accepted accounting principles in the United States (“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. 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; the breakage of customer credits; and assumptions related to the determination of stock-based compensation and contingent consideration related to acquisitions. |
Certain Risks and Concentrations | Certain Risks and Concentrations HSNi’s business is subject to certain risks and concentrations including dependence on third-party technology providers and shipping companies, exposure to risks associated with online commerce security, consumer credit risk and credit card fraud. HSNi also depends on third-party service providers for processing certain fulfillment services. |
Summary Of Significant Accoun31
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Accounts Receivable, Net | The balance of accounts receivable, net of allowances, is as follows (in thousands): December 31, 2016 2015 Flexpay and other customer-related $ 281,780 $ 260,197 Credit card companies 27,101 19,248 Other 26,124 27,130 Accounts receivable, net $ 335,005 $ 306,575 |
Schedule Of Property And Equipment | Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over the shorter of the estimated service life or lease period. Asset Category Depreciation Period Computer and broadcast equipment and capitalized software 3 to 20 Years Buildings, leasehold improvements and land improvements 3 to 40 Years Furniture and other equipment 2 to 30 Years |
Intangible Assets And Goodwil32
Intangible Assets And Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance Of Intangible Assets, Net | The total balance of HSNi's intangible assets, net, is as follows (in thousands): December 31, 2016 2015 Intangible assets with indefinite lives $ 253,449 $ 255,148 Intangible assets with definite lives, net 174 120 Total intangible assets, net $ 253,623 $ 255,268 |
Balance of Goodwill by Reporting Unit | The following tables present the balance of goodwill by reporting unit, including changes in the carrying amount of goodwill, for the years ended December 31, 2016 and 2015 (in thousands): Gross Balance as of January 1, 2016 Accumulated Impairment Net Balance as of January 1, 2016 Additions Impairment Net Balance as of December 31, 2016 HSN $ 2,391,594 $ (2,391,594 ) $ — $ — $ — $ — Cornerstone 502,464 (492,606 ) 9,858 — — 9,858 Total $ 2,894,058 $ (2,884,200 ) $ 9,858 $ — $ — $ 9,858 Gross Balance as of January 1, 2015 Accumulated Impairment Net Balance as of January 1, 2015 Additions Impairment Net Balance as of December 31, 2015 HSN $ 2,391,594 $ (2,391,594 ) $ — $ — $ — $ — Cornerstone 502,464 (492,606 ) 9,858 — — 9,858 Total $ 2,894,058 $ (2,884,200 ) $ 9,858 $ — $ — $ 9,858 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Property And Equipment | The balance of property and equipment, net, is as follows (in thousands): December 31, 2016 2015 Capitalized software $ 252,741 $ 234,249 Computer and broadcast equipment 91,119 91,533 Buildings and leasehold improvements 113,731 108,656 Furniture and other equipment 124,518 96,512 Projects in progress 27,666 55,294 Land and land improvements 10,584 10,597 620,359 596,841 Less: accumulated depreciation and amortization (409,253 ) (385,048 ) Total property and equipment, net $ 211,106 $ 211,793 |
Accrued Expenses And Other Cu34
Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses And Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2016 2015 Accrued sales returns $ 38,904 $ 39,649 Accrued cable and satellite distribution fees 43,129 35,081 Accrued freight and fulfillment expenses 44,188 35,342 Accrued compensation and benefits 21,108 38,616 Other accrued expenses and current liabilities 77,936 86,354 Total accrued expenses and other current liabilities $ 225,265 $ 235,042 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |
Adjusted EBITDA To Operating Income (Loss) And Consolidated Net Income [Table Text Block] | The following tables reconcile consolidated net income to operating income for HSNi's operating segments and Adjusted EBITDA (in thousands): Year Ended December 31, 2016 HSN Cornerstone Total Net income $ 118,708 Income tax provision 71,020 Income before income taxes 189,728 Interest expense, net 16,079 Operating income (loss) $ 216,301 $ (10,494 ) $ 205,807 Stock-based compensation expense 15,073 4,160 19,233 Depreciation and amortization 29,328 13,384 42,712 Loss on sale of businesses and asset impairments (a) — 31,232 31,232 Loss on disposition of fixed assets 134 38 172 Adjusted EBITDA $ 260,836 $ 38,320 $ 299,156 ( a ) Non-GAAP results for the year ended December 31, 2016 exclude a loss on sale and asset impairment charges of $31.2 million for the divestitures of TravelSmith and Chasing Fireflies. Year Ended December 31, 2015 HSN Cornerstone Total Net income $ 169,239 Income tax provision 99,615 Income before income taxes 268,854 Interest expense, net 15,180 Operating income $ 253,622 $ 30,412 $ 284,034 Stock-based compensation expense 13,889 4,519 18,408 Depreciation and amortization 29,371 14,047 43,418 Asset impairments (a) — 5,568 5,568 Exit and reorganization costs (b) 5,208 — 5,208 Loss on disposition of fixed assets 791 15 806 Adjusted EBITDA $ 302,881 $ 54,561 $ 357,442 (a) Non-GAAP results for the year ended December 31, 2015 exclude $6.7 million of charges for the impairment of intangible assets and $1.1 million of other non-cash adjustments. (b) Non-GAAP results for 2015 exclude $2.0 million of severance costs associated with a reorganization at HSN and $3.2 million for certain costs associated with the planned closure of one of HSN's distribution centers. Year Ended December 31, 2014 HSN Cornerstone Total Net income $ 172,984 Income tax provision 104,543 Income before income taxes 277,527 Interest expense, net 7,082 Operating income $ 252,098 $ 32,511 $ 284,609 Stock-based compensation expense 12,224 3,382 15,606 Depreciation and amortization 29,762 14,172 43,934 Breakage income (a) (4,962 ) — (4,962 ) CPSC settlement (b) — 3,100 3,100 Loss on disposition of fixed assets 19 34 53 Adjusted EBITDA $ 289,141 $ 53,199 $ 342,340 (a) Non-GAAP results for the year ended December 31, 2014 exclude $5.0 million of breakage income related to the initial reversal of certain customer credits that had accumulated over many years. (b) Non-GAAP results for the year ended December 31, 2014 exclude a $3.1 million settlement with the Consumer Product Safety Commission ("CPSC"). |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Financial information by segment is as follows (thousands): Year Ended December 31, 2016 2015 2014 Net sales: HSN $ 2,474,554 $ 2,542,107 $ 2,476,088 Cornerstone 1,092,931 1,148,468 1,111,907 Total $ 3,567,485 $ 3,690,575 $ 3,587,995 Identifiable assets: HSN $ 1,020,531 $ 1,029,475 $ 1,107,932 Cornerstone 284,002 305,096 289,154 Total 1,304,533 1,334,571 1,397,086 Capital expenditures: HSN $ 25,089 $ 44,844 $ 32,307 Cornerstone 16,653 15,848 15,009 Total $ 41,742 $ 60,692 $ 47,316 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule Of Long-Term Debt | Long-term debt consists of the following (in thousands): December 31, 2016 2015 Secured credit agreement expiring January 27, 2020: Term loan $ 475,000 $ 500,000 Revolving credit facility 40,000 140,000 Long-term debt 515,000 640,000 Unamortized deferred financing costs (5,122 ) (6,892 ) Long-term debt, net of unamortized deferred financing costs 509,878 633,108 Less: current maturities (25,000 ) (25,000 ) Long-term debt, less current maturities and net of unamortized deferred financing costs $ 484,878 $ 608,108 |
Aggregate Contractual Maturities Of Long-Term Debt | Aggregate contractual maturities of long-term debt are as follows (in thousands): Years Ending December 31, 2017 $ 25,000 2018 37,500 2019 37,500 2020 415,000 2021 — $ 515,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): December 31, 2016 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Interest rate swaps $ 3,577 $ — $ 3,577 $ — December 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 $ 169 $ — $ 169 $ — |
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): December 31, 2016 Carrying Value Fair Value Fair Value Measurement Category Level 1 Level 2 Level 3 Term loan expiring January 27, 2020 $ 475,000 $ 475,000 $ — $ 475,000 $ — Revolving credit facility $ 40,000 $ 40,000 $ — $ 40,000 $ — December 31, 2015 Carrying Value Fair Value Fair Value Measurement Category Level 1 Level 2 Level 3 Term loan expiring January 27, 2020 $ 500,000 $ 500,000 $ — $ 500,000 $ — Revolving credit facility $ 140,000 $ 140,000 $ — $ 140,000 $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): Year Ended December 31, 2016 2015 2014 Net income $ 118,708 $ 169,239 $ 172,984 Weighted average number of shares outstanding: Basic 52,359 52,627 52,736 Dilutive effect of stock-based compensation awards 504 878 897 Diluted 52,863 53,505 53,633 Net income per share: Basic $ 2.27 $ 3.22 $ 3.28 Diluted $ 2.25 $ 3.16 $ 3.23 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 2,076 560 763 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): Year Ended December 31, 2016 2015 2014 Selling and marketing $ 6,412 $ 6,171 $ 4,736 General and administrative 12,821 12,237 10,870 Stock-based compensation expense before income taxes 19,233 18,408 15,606 Income tax benefit (6,734 ) (6,563 ) (5,685 ) Stock-based compensation expense after income taxes $ 12,499 $ 11,845 $ 9,921 |
Summary Of Status Of Nonvested RSUs | A summary of the status of the nonvested RSUs and dividend equivalents, as of December 31, 2016 and changes during the year ended December 31, 2016 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Nonvested at January 1, 2016 (including 83,132 outstanding dividend equivalents) 674,894 $ 57.92 Granted 318,228 44.16 Additional units granted related to dividend equivalents due to quarterly dividends 24,602 — Vested (152,252 ) 58.45 Forfeited (102,843 ) 56.01 Nonvested at December 31, 2016 (including 74,181 outstanding dividend equivalents) 762,629 51.86 |
Summary Of Status Of Outstanding Stock Options And SARs | A summary of the status of the outstanding stock options and SARs as of December 31, 2016 is as follows: Number of options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2016 1,810,973 $ 45.80 Granted 928,990 44.86 Exercised (39,054 ) 23.27 Forfeited (101,675 ) 49.41 Expired (19,017 ) 46.25 Outstanding at December 31, 2016 2,580,217 45.66 6.6 $ 4,430,444 Vested and expected to vest at December 31, 2016 2,437,355 45.47 6.5 $ 4,430,444 Exercisable at December 31, 2016 1,308,868 41.69 4.6 $ 4,430,444 |
Weighted Average Assumptions Used In Black-Scholes Option Pricing Model | The weighted average assumptions used in the Black-Scholes option pricing model are as follows: Year Ended December 31, 2016 2015 2014 Volatility factor 26.3 % 29.2 % 36.4 % Risk-free interest rate 1.23 % 1.49 % 1.55 % Expected term 4.5 4.4 4.7 Dividend yield 3.1 % 2.1 % 1.8 % |
Summary Of Information About Stock Options And SARs Outstanding And Exercisable | The following table summarizes the information about stock options and SARs outstanding and exercisable as of December 31, 2016 : Outstanding Exercisable Number Outstanding at December 31, 2016 Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Number Exercisable at December 31, 2016 Weighted Average Exercise Price $0.00 to $9.99 95,202 $ 4.91 2.0 95,202 $ 4.91 $10.00 to $19.99 48,873 16.11 2.3 48,873 16.11 $20.00 to $29.99 57,541 25.86 4.1 57,541 25.86 $30.00 to $39.99 450,822 37.52 2.2 450,822 37.52 $40.00 to $49.99 1,216,719 45.72 8.5 236,836 47.73 $50.00 to $59.99 283,116 51.56 6.2 275,666 51.57 $60.00 to $69.99 427,944 65.24 8.1 143,928 65.24 2,580,217 1,308,868 |
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | A summary of the status of the nonvested MSUs, PSUs and dividend equivalents, as of December 31, 2016 and changes during the year ended December 31, 2016 is as follows: Number of MSUs and PSUs (a) Weighted Average Grant Date Fair Value Nonvested at January 1, 2016 231,602 $ 82.67 Granted (a) 184,580 54.06 Additional units granted related to quarterly dividend equivalents 5,810 — Vested (57,049 ) 78.04 Forfeited (69,557 ) 74.31 Nonvested at December 31, 2016 295,386 67.35 (a) Shares granted are based on the achievement of certain performance criteria and represent the maximum number of shares that can vest ( 200% ). |
Weighted Average Assumptions Used In Valuation Of ESPP Options | The following are the weighted average assumptions used in the valuation of the ESPP options for the years ended December 31, 2016 and 2015 : Year Ended December 31, 2016 2015 2014 Volatility factor 32.0 % 21.7 % 22.0 % Risk-free interest rate 0.42 % 0.12 % 0.08 % Expected term 0.5 0.5 0.5 Dividend yield 2.8 % 1.9 % 1.7 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
Components Of Provision For Income Taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current income tax (provision) benefit: Federal $ (51,616 ) $ (98,496 ) $ (96,269 ) State (5,552 ) (11,829 ) (10,289 ) Current income tax (provision) benefit (57,168 ) (110,325 ) (106,558 ) Deferred income tax benefit (provision): Federal (12,195 ) 9,188 1,468 State (1,657 ) 1,522 547 Deferred income tax benefit (provision) (13,852 ) 10,710 2,015 Income tax (provision) benefit $ (71,020 ) $ (99,615 ) $ (104,543 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 are presented below (in thousands). The valuation allowance is related to items for which it is more likely than not that the tax benefit will not be realized. December 31, 2016 2015 Deferred tax assets: Provision for accrued expenses $ 31,659 $ 38,472 Inventories 15,166 14,996 Stock-based compensation 15,667 14,132 Net operating losses 556 652 Other 3,556 4,160 Total deferred tax assets 66,604 72,412 Less valuation allowance (533 ) (528 ) Net deferred tax assets 66,071 71,884 Deferred tax liabilities: Intangible assets (96,627 ) (91,051 ) Prepaid expenses (10,682 ) (11,170 ) Property and equipment (18,522 ) (14,161 ) Total deferred tax liabilities (125,831 ) (116,382 ) Net deferred tax liability $ (59,760 ) $ (44,498 ) |
Reconciliation Of Income Tax Provision | A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows (in thousands): Year Ended December 31, 2016 2015 2014 Income tax provision at the federal statutory rate of 35% $ (66,405 ) $ (94,099 ) $ (97,135 ) State income taxes, net of effect of federal tax benefit (4,686 ) (6,730 ) (6,306 ) Other, net 71 1,214 (1,102 ) Income tax provision $ (71,020 ) $ (99,615 ) $ (104,543 ) |
Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows (in thousands): 2016 2015 2014 Balance at beginning of year $ 3,418 $ 2,011 $ 910 Additions based on tax positions related to the current year 648 630 525 Additions for tax positions of prior years 536 777 576 Reductions for tax positions of prior years (34 ) — — Balance at end of year $ 4,568 $ 3,418 $ 2,011 |
Commitments And Contingencies41
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Future Minimum Payments Under Operating Lease Agreements | Future minimum payments under operating lease agreements are as follows (in thousands): Years Ending December 31, 2017 $ 28,391 2018 23,878 2019 21,060 2020 13,838 2021 9,563 Thereafter 38,214 Total $ 134,944 |
Funding Commitments By Third Parties Or Contingent Events | HSNi also has funding commitments that could potentially require its performance in the event of demands by third parties or contingent events, as follows (in thousands): Amount of Commitments Expiration Per Period Total Amounts Committed Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Letters of credit and surety bonds $ 13,301 $ 13,241 $ 60 $ — $ — Purchase obligations 40,724 29,240 11,484 — — Total commercial commitments $ 54,025 $ 42,481 $ 11,544 $ — $ — |
Supplemental Cash Flow Inform42
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure Of Cash Flow Information | Supplemental Disclosure of Cash Flow Information: Year Ended December 31, 2016 2015 2014 (in thousands) Cash paid during the period for: Income tax payments $ 68,898 $ 99,012 $ 87,787 Income tax refunds (282 ) (102 ) (482 ) Interest payments 15,027 13,087 6,142 Non-cash investing activities: Capital expenditures incurred but paid in advance — — 9,100 Non-cash financing activities: Effective portion of change in interest rate swap 3,018 (1,620 ) (1,581 ) |
Shareholders' Equity Shareholde
Shareholders' Equity Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 years ended December 31, 2016 , 2015 and 2014 (in thousands): 2016 2015 2014 Accumulated other comprehensive (loss) income as of January 1, $ (95 ) $ 127 $ 354 Other comprehensive income (loss) before reclassifications 3,018 (1,620 ) (1,581 ) Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations 707 1,263 1,215 Income tax (expense) benefit (1,410 ) 135 139 Other comprehensive income (loss), net of tax 2,315 (222 ) (227 ) Accumulated other comprehensive income (loss) as of December 31, $ 2,220 $ (95 ) $ 127 |
Stock Repurchased and Retired During Period [Table Text Block] | The following table summarizes HSNi's share repurchase activity (in thousands, except per share data): 2016 2015 2014 Number of shares repurchased and retired 357 948 1,011 Average price per share $ 46.45 $ 61.73 $ 54.87 Total cost $ 16,567 $ 58,510 $ 55,467 |
Quarterly Results (Unaudited)44
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Schedule Of Quarterly Results | Quarter Ended (a) March 31, June 30, September 30, December 31, (b) (c) (d) (In thousands, except per share data) Year Ended December 31, 2016 Net sales $ 816,765 $ 854,308 $ 823,023 $ 1,073,389 Gross profit 289,478 311,824 280,076 335,290 Operating income 49,829 46,214 36,875 72,890 Net income 28,585 26,445 20,158 43,520 Net income per share: Basic $ 0.55 $ 0.50 $ 0.39 $ 0.83 Diluted $ 0.54 $ 0.50 $ 0.38 $ 0.82 Dividends declared per common share $ 0.35 $ 0.35 $ 0.35 $ 0.35 Year Ended December 31, 2015 Net sales $ 841,887 $ 885,642 $ 864,868 $ 1,098,178 Gross profit 300,206 336,537 306,274 371,546 Operating income 57,009 70,703 57,833 98,488 Net income 33,689 41,632 34,208 59,710 Net income per share: Basic $ 0.64 $ 0.79 $ 0.65 $ 1.14 Diluted $ 0.63 $ 0.78 $ 0.64 $ 1.12 Dividends declared per common share $ 10.35 $ 0.35 $ 0.35 $ 0.35 (a) The results of TravelSmith and Chasing Fireflies are included through the date of divestitures on September 8, 2016. (b) The second quarter of 2016 includes an asset impairment charge of $20.4 million , or $0.24 per diluted share, related to the TravelSmith and Chasing Fireflies disposal group. The second quarter of 2015 includes $3.0 million , or $0.03 per diluted share, for certain costs associated with the planned closure of one of HSN's distribution centers as part of its supply chain optimization initiative. (c) The third quarter of 2016 includes the loss on sale of $11.2 million , or $0.13 per diluted share, related to the divestitures of TravelSmith and Chasing Fireflies. The third quarter of 2015 includes a non-cash charge of $5.0 million , or $0.06 per diluted share, at Cornerstone for impairment of intangible assets related to Chasing Fireflies. (d) The fourth quarter of 2016 includes the impact of the supply chain optimization implementation issues which decreased gross profit by approximately $13.0 million and increased operating expenses by approximately $3.0 million , having a combined impact of $0.19 per diluted share. The fourth quarter of 2015 includes $2.0 million , or $0.02 per diluted share, of severance costs associated with a reorganization at HSN. (e) Cornerstone's fourth quarter of 2016 consisted of 14-weeks compared to 13-weeks in the prior year resulting in an additional $15 million in net sales in 2016. |
Costs Associated With An Exit45
Costs Associated With An Exit Activity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Costs Associated with Exit Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | A summary of HSNi’s liability associated with exit activities, which is recorded in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheets, are presented in the following table (in thousands): Employee Related Costs 2016 2015 Balance at January 1, $ 3,221 $ — Provisions — 3,132 Payments (121 ) — Adjustments — 89 Balance at December 31, $ 3,100 $ 3,221 |
Valuation And Qualifying Acco46
Valuation And Qualifying Accounts Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Schedule of Valuation and Qualifying Accounts Disclosure | Description Balance at Beginning of Period Charges to Earnings Charges to Other Accounts Deductions Balance at End of Period 2016 Allowance for doubtful accounts $ 20,631 $ 22,768 $ 135 $ (24,448 ) (1) $ 19,086 Sales return accrual 39,649 595,991 — (596,736 ) 38,904 Deferred tax valuation allowance 528 5 — — $ 533 2015 Allowance for doubtful accounts $ 18,824 $ 34,012 $ (803 ) $ (31,402 ) (1) $ 20,631 Sales return accrual 40,789 659,481 — (660,621 ) 39,649 Deferred tax valuation allowance 1,577 (1,049 ) — — 528 2014 Allowance for doubtful accounts $ 16,863 $ 23,986 $ 1,874 $ (23,899 ) (1) $ 18,824 Sales return accrual 40,072 655,304 — (654,587 ) 40,789 Deferred tax valuation allowance 1,495 82 — — 1,577 (1) Write-off of uncollectible accounts receivable |
Summary Of Significant Accoun47
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated return rates | 15.30% | 15.90% | 16.30% |
Revenue Recognition, Gift Cards, Breakage | $ 2,300 | $ 500 | $ 4,962 |
Collection period of receivables from customer, days | 30 days | ||
Accounts receivable, net | $ 335,005 | 306,575 | |
General and Administrative Costs in Inventory, Amount Remaining | 7,200 | 6,900 | |
General and administrative cost in inventory | 25,700 | 25,200 | 24,000 |
Capitalized software costs, net of accumulated amortization | 36,300 | 32,800 | |
Amortization expense related to the capitalized software costs | 19,200 | 18,900 | 18,300 |
Capitalized advertising costs | 16,500 | 19,100 | |
Advertising expense | $ 272,900 | 288,500 | 279,600 |
Percentage of likeliness of income tax being realized | 50.00% | ||
private label credit card income | $ 16,900 | 16,900 | 16,500 |
Unmailed Catalogs [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized advertising costs | $ 10,500 | $ 15,200 | |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of interest-free monthly payments | 2 months | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of interest-free monthly payments | 6 months | ||
HSN [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Revenue Recognition, Gift Cards, Breakage | $ 4,962 | ||
Private Label Credit Card Sales, percent of sales | 36.00% | 34.00% | 31.00% |
Cornerstone [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Revenue Recognition, Gift Cards, Breakage | $ 0 | ||
Private Label Credit Card Sales, percent of sales | 4.00% | 1.00% |
Summary Of Significant Accoun48
Summary Of Significant Accounting Policies Summary Of Significant Accounting Policies (Schedule Of Accounts Receivable, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 335,005 | $ 306,575 |
Other Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 26,124 | 27,130 |
Flexpay and other customer-related [Member] | Trade Accounts Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 281,780 | 260,197 |
Credit card companies [Member] | Trade Accounts Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 27,101 | $ 19,248 |
Summary Of Significant Accoun49
Summary Of Significant Accounting Policies (Depreciation Period Of Property Plant And Equipment) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | Computer and broadcast equipment and capitalized software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Buildings, leasehold improvements and land improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Furniture and other equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Maximum [Member] | Computer and broadcast equipment and capitalized software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Maximum [Member] | Buildings, leasehold improvements and land improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Maximum [Member] | Furniture and other equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 30 years |
Intangible Assets And Goodwil50
Intangible Assets And Goodwill (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Asset impairment | $ 1.7 | $ 5 | $ 6.7 |
Intangible Assets And Goodwil51
Intangible Assets And Goodwill (Balance Of Intangible Assets, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets with indefinite lives | $ 253,449 | $ 255,148 |
Intangible assets with definite lives, net | 174 | 120 |
Intangible Assets, Net (Excluding Goodwill) | $ 253,623 | $ 255,268 |
Intangible Assets And Goodwil52
Intangible Assets And Goodwill Intangible Assets And Goodwill (Balance of Goodwill by Reporting Unit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Gross Balance | $ 2,894,058 | $ 2,894,058 | |
Accumulated Impairment | (2,884,200) | (2,884,200) | |
Goodwill [Roll Forward] | |||
Beginning Balance | $ 9,858 | 9,858 | |
Additions | 0 | 0 | |
Impairment | 0 | 0 | |
Ending Balance | 9,858 | 9,858 | |
HSN [Member] | |||
Goodwill [Line Items] | |||
Gross Balance | 2,391,594 | 2,391,594 | |
Accumulated Impairment | (2,391,594) | (2,391,594) | |
Goodwill [Roll Forward] | |||
Beginning Balance | 0 | 0 | |
Additions | 0 | 0 | |
Impairment | 0 | 0 | |
Ending Balance | 0 | 0 | |
Cornerstone [Member] | |||
Goodwill [Line Items] | |||
Gross Balance | 502,464 | 502,464 | |
Accumulated Impairment | (492,606) | $ (492,606) | |
Goodwill [Roll Forward] | |||
Beginning Balance | 9,858 | 9,858 | |
Additions | 0 | 0 | |
Impairment | 0 | 0 | |
Ending Balance | $ 9,858 | $ 9,858 |
Property And Equipment (Schedul
Property And Equipment (Schedule Of Property And Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Capitalized software | $ 252,741 | $ 234,249 |
Computer and broadcast equipment | 91,119 | 91,533 |
Buildings and leasehold improvements | 113,731 | 108,656 |
Furniture and other equipment | 124,518 | 96,512 |
Projects in progress | 27,666 | 55,294 |
Land and land improvements | 10,584 | 10,597 |
Property and equipment, gross | 620,359 | 596,841 |
Less: accumulated depreciation and amortization | (409,253) | (385,048) |
Total property and equipment, net | $ 211,106 | $ 211,793 |
Accrued Expenses And Other Cu54
Accrued Expenses And Other Current Liabilities (Summary Of Accrued Expenses And Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Accrued sales returns | $ 38,904 | $ 39,649 |
Accrued cable and satellite distribution fees | 43,129 | 35,081 |
Accrued freight and fulfillment expenses | 44,188 | 35,342 |
Accrued compensation and benefits | 21,108 | 38,616 |
Other accrued expenses and current liabilities | 77,936 | 86,354 |
Total accrued expenses and other current liabilities | $ 225,265 | $ 235,042 |
Segment Information (Adjusted E
Segment Information (Adjusted EBITDA To Operating Income (Loss) And Consolidated Net Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net income | $ 43,520 | $ 20,158 | $ 26,445 | $ 28,585 | $ 59,710 | $ 34,208 | $ 41,632 | $ 33,689 | $ 118,708 | $ 169,239 | $ 172,984 |
Income tax provision | 71,020 | 99,615 | 104,543 | ||||||||
Income before income taxes | 189,728 | 268,854 | 277,527 | ||||||||
Interest expense, net | 16,079 | 15,180 | 7,082 | ||||||||
Operating Income (Loss) | $ 72,890 | $ 36,875 | $ 46,214 | $ 49,829 | 98,488 | $ 57,833 | 70,703 | $ 57,009 | 205,807 | 284,034 | 284,609 |
Stock-based compensation expense | 19,233 | 18,408 | 15,606 | ||||||||
Depreciation and amortization | 42,712 | 43,418 | 43,934 | ||||||||
Loss on sale of businesses and asset impairments | 31,232 | 6,660 | 0 | ||||||||
Asset Impairment Charges | 27,768 | 6,660 | 0 | ||||||||
Impairment of Intangible Assets, net of Contingent Consideration | 5,568 | ||||||||||
Severance Costs | $ 2,000 | ||||||||||
Business Exit Costs | $ 3,000 | 5,208 | |||||||||
Revenue Recognition, Gift Cards, Breakage | (2,300) | (500) | (4,962) | ||||||||
Gain (Loss) Related to Litigation Settlement | (3,100) | ||||||||||
Loss on disposition of fixed assets | 172 | 806 | 53 | ||||||||
Adjusted EBITDA | 299,156 | 357,442 | 342,340 | ||||||||
HSN [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | 216,301 | 253,622 | 252,098 | ||||||||
Stock-based compensation expense | 15,073 | 13,889 | 12,224 | ||||||||
Depreciation and amortization | 29,328 | 29,371 | 29,762 | ||||||||
Loss on sale of businesses and asset impairments | 0 | ||||||||||
Impairment of Intangible Assets, net of Contingent Consideration | 0 | ||||||||||
Severance Costs | 2,000 | ||||||||||
Business Exit Costs | 5,208 | ||||||||||
Revenue Recognition, Gift Cards, Breakage | (4,962) | ||||||||||
Gain (Loss) Related to Litigation Settlement | 0 | ||||||||||
Loss on disposition of fixed assets | 134 | 791 | 19 | ||||||||
Adjusted EBITDA | 260,836 | 302,881 | 289,141 | ||||||||
Cornerstone [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | (10,494) | 30,412 | 32,511 | ||||||||
Stock-based compensation expense | 4,160 | 4,519 | 3,382 | ||||||||
Depreciation and amortization | 13,384 | 14,047 | 14,172 | ||||||||
Loss on sale of businesses and asset impairments | 31,232 | ||||||||||
Asset Impairment Charges | 6,700 | ||||||||||
Impairment of Intangible Assets, net of Contingent Consideration | 5,568 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1,100 | ||||||||||
Business Exit Costs | 0 | ||||||||||
Revenue Recognition, Gift Cards, Breakage | 0 | ||||||||||
Gain (Loss) Related to Litigation Settlement | (3,100) | ||||||||||
Loss on disposition of fixed assets | 38 | 15 | 34 | ||||||||
Adjusted EBITDA | 38,320 | 54,561 | $ 53,199 | ||||||||
Employee Severance [Member] | HSN [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Business Exit Costs | $ 0 | $ 3,200 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting Information, By Segment) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Net sales: | ||||||||||||
Net sales | $ 15,000 | $ 1,073,389 | $ 823,023 | $ 854,308 | $ 816,765 | $ 1,098,178 | $ 864,868 | $ 885,642 | $ 841,887 | $ 3,567,485 | $ 3,690,575 | $ 3,587,995 |
Identifiable assets: | ||||||||||||
Identifiable assets: | 1,304,533 | 1,304,533 | 1,334,571 | 1,304,533 | 1,334,571 | 1,397,086 | ||||||
Capital expenditures: | ||||||||||||
Capital expenditures: | 41,742 | 60,692 | 47,316 | |||||||||
HSN [Member] | ||||||||||||
Net sales: | ||||||||||||
Net sales | 2,474,554 | 2,542,107 | 2,476,088 | |||||||||
Identifiable assets: | ||||||||||||
Identifiable assets: | 1,020,531 | 1,020,531 | 1,029,475 | 1,020,531 | 1,029,475 | 1,107,932 | ||||||
Capital expenditures: | ||||||||||||
Capital expenditures: | 25,089 | 44,844 | 32,307 | |||||||||
Cornerstone [Member] | ||||||||||||
Net sales: | ||||||||||||
Net sales | 1,092,931 | 1,148,468 | 1,111,907 | |||||||||
Identifiable assets: | ||||||||||||
Identifiable assets: | $ 284,002 | $ 284,002 | $ 305,096 | 284,002 | 305,096 | 289,154 | ||||||
Capital expenditures: | ||||||||||||
Capital expenditures: | $ 16,653 | $ 15,848 | $ 15,009 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Feb. 19, 2015USD ($)$ / shares | Jan. 27, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesRate | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Dividends, Cash | $ 524,000,000 | |||||
Current Fiscal Year End Date | --12-31 | |||||
Payments of Dividends | $ 73,151,000 | $ 597,864,000 | $ 57,824,000 | |||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 10 | |||||
Dividends, Common Stock, Cash | 73,151,000 | 597,864,000 | $ 57,824,000 | |||
Long-term Debt, Gross | 515,000,000 | 640,000,000 | ||||
Credit Agreement 1.25B [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt | $ 1,250,000,000 | |||||
Debt Instrument, Term | 5 years | |||||
Maximum borrowing capacity | $ 1,750,000,000 | |||||
Deferred Finance Costs, Net | 1,900,000 | $ 5,122,000 | 6,892,000 | |||
Deferred Finance Costs, Noncurrent, Net | $ 6,600,000 | |||||
Maximum leverage ratio, required | 3.50 | |||||
Minimum interest coverage ratio, required | 3 | |||||
Actual leverage ratio | 1.7 | |||||
Actual interest coverage ratio | 20.6 | |||||
Leverage Ratio | 3 | |||||
Payments of Dividends | $ 150,000,000 | |||||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 1.40 | |||||
Debt Instrument, Interest Rate, Effective Percentage | Rate | 2.75% | |||||
Letters of Credit Outstanding, Amount | $ 10,200,000 | |||||
Credit Agreement Terminated January 27, 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Write off of Deferred Debt Issuance Cost | $ 500,000 | |||||
Deferred Finance Costs, Net | $ 2,400,000 | |||||
Minimum [Member] | Credit Agreement 1.25B [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% | |||||
Maximum [Member] | Credit Agreement 1.25B [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% | |||||
Long-term Debt [Member] | Credit Agreement 1.25B [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt | $ 500,000,000 | 475,000,000 | 500,000,000 | |||
Proceeds from Issuance of Debt | 500,000,000 | |||||
Long-term Debt [Member] | Credit Agreement Terminated January 27, 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt | 228,100,000 | |||||
Revolving Credit Facility [Member] | Credit Agreement 1.25B [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt | 40,000,000 | $ 140,000,000 | ||||
Line of Credit Facility, Current Borrowing Capacity | 750,000,000 | |||||
Proceeds from Issuance of Debt | $ 200,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 522,700,000 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 27, 2015 |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 515,000,000 | $ 640,000,000 | |
Total long-term debt | 509,878,000 | 633,108,000 | |
Less: current maturities | (25,000,000) | (25,000,000) | |
Long-term debt, net of current maturities | 484,878,000 | 608,108,000 | |
Credit Agreement 1.25B [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | $ 1,250,000,000 | ||
Debt Issuance Costs, Net | (5,122,000) | (6,892,000) | (1,900,000) |
Credit Agreement Terminated January 27, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Net | (2,400,000) | ||
Long-term Debt [Member] | Credit Agreement 1.25B [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | 475,000,000 | 500,000,000 | 500,000,000 |
Long-term Debt [Member] | Credit Agreement Terminated January 27, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | $ 228,100,000 | ||
Revolving Credit Facility [Member] | Credit Agreement 1.25B [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | $ 40,000,000 | $ 140,000,000 |
Long-Term Debt (Aggregate Contr
Long-Term Debt (Aggregate Contractual Maturities Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term Debt, Unclassified [Abstract] | ||
Long-term Debt, Maturities, Repayments of Principal in Year One | $ 25,000 | |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 37,500 | |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 37,500 | |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 415,000 | |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 | |
Total long-term debt | $ 515,000 | $ 640,000 |
Derivative Instruments (Details
Derivative Instruments (Details) - Interest Rate Swap [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Apr. 24, 2017 | Dec. 20, 2012 | |
Derivative [Line Items] | ||||
Derivative, notional amount | $ 187,500,000 | |||
Derivative, fixed interest rate | 0.8525% | |||
Interest rate, all inclusive | 2.3525% | |||
Change in fair value of derivative instrument | $ (2,300,000) | $ 200,000 | ||
Price Risk Cash Flow Hedge Unrealized Gain (Loss) to be Reclassified During Next 12 Months | 100,000 | |||
Other Assets [Member] | ||||
Derivative [Line Items] | ||||
Derivative Asset | $ 3,600,000 | |||
Other Liabilities [Member] | ||||
Derivative [Line Items] | ||||
Derivative Liability | $ 200,000 | |||
Scenario, Forecast [Member] | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 250,000,000 | |||
Derivative, fixed interest rate | 1.05% |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 20.4 | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 11.2 | $ (10.8) | |||
Asset impairment | $ 1.7 | $ 5 | $ 6.7 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Of Other Financial Liabilities) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Derivative Assets, at Fair Value | $ 3,577,000 | |
Interest Rate Derivative Liabilities, at Fair Value | $ 169,000 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Derivative Assets, at Fair Value | 0 | |
Interest Rate Derivative Liabilities, at Fair Value | 0 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Derivative Assets, at Fair Value | 3,577,000 | |
Interest Rate Derivative Liabilities, at Fair Value | 169,000 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Derivative Assets, at Fair Value | $ 0 | |
Interest Rate Derivative Liabilities, at Fair Value | $ 0 |
Fair Value Measurements (Fair63
Fair Value Measurements (Fair Value Of Assets And Liabilities) (Details) - Credit Agreement 1.25B [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 27, 2015 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt | $ 1,250,000,000 | ||
Long-term Debt [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt | $ 475,000,000 | $ 500,000,000 | $ 500,000,000 |
Secured debt, fair value | 475,000,000 | 500,000,000 | |
Long-term Debt [Member] | Level 1 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt, fair value | 0 | 0 | |
Long-term Debt [Member] | Level 2 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt, fair value | 475,000,000 | 500,000,000 | |
Long-term Debt [Member] | Level 3 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt, fair value | 0 | 0 | |
Revolving Credit Facility [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt | 40,000,000 | 140,000,000 | |
Secured debt, fair value | 40,000,000 | 140,000,000 | |
Revolving Credit Facility [Member] | Level 1 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt, fair value | 0 | 0 | |
Revolving Credit Facility [Member] | Level 2 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt, fair value | 40,000,000 | 140,000,000 | |
Revolving Credit Facility [Member] | Level 3 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Secured debt, fair value | $ 0 | $ 0 |
Earnings Per Share (Basic And D
Earnings Per Share (Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income | |||||||||||
Net income | $ 43,520 | $ 20,158 | $ 26,445 | $ 28,585 | $ 59,710 | $ 34,208 | $ 41,632 | $ 33,689 | $ 118,708 | $ 169,239 | $ 172,984 |
Weighted average number of shares outstanding: | |||||||||||
Basic (shares) | 52,359 | 52,627 | 52,736 | ||||||||
Dilutive effect of stock-based compensation awards (shares) | 504 | 878 | 897 | ||||||||
Diluted (shares) | 52,863 | 53,505 | 53,633 | ||||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Basic (usd per share) | $ 0.83 | $ 0.39 | $ 0.50 | $ 0.55 | $ 1.14 | $ 0.65 | $ 0.79 | $ 0.64 | $ 2.27 | $ 3.22 | $ 3.28 |
Diluted (usd per share) | $ 0.82 | $ 0.38 | $ 0.50 | $ 0.54 | $ 1.12 | $ 0.64 | $ 0.78 | $ 0.63 | $ 2.25 | $ 3.16 | $ 3.23 |
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 | 2,076 | 560 | 763 |
Stock-Based Awards (Narrative)
Stock-Based Awards (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 19, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 22,900 | |||||
Weighted average period of recognition of unrecognized compensation cost, years | 1 year 10 months 24 days | |||||
New awards authorized | 8,800,000 | 8,000,000 | ||||
Common Stock, Dividends, Per Share, Cash Paid | $ 10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant due to Special Dividend | 800,000 | |||||
Available for grants | 1,700,000 | |||||
Expiration Period | 10 years | |||||
Payments Related to Tax Withholding for Share-based Compensation | $ 3,324 | $ 16,742 | $ 12,707 | |||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 6,734 | 6,563 | $ 5,685 | |||
Share Price | $ 48.93 | |||||
Deferred Compensation Liability, Current and Noncurrent | 3,600 | $ 2,000 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 16,700 | |||||
Weighted average period of recognition of unrecognized compensation cost, years | 2 years 1 month | |||||
Granted, weighted average grant date fair value (in usd per share) | $ 44.16 | $ 65.89 | $ 55.06 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 6,600 | $ 12,000 | $ 10,900 | |||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 3,400 | 5,400 | 4,200 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 318,228 | |||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, years | 3 years | |||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, years | 5 years | |||||
Stock Options And Stock Appreciation Rights [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 6,200 | |||||
Weighted average period of recognition of unrecognized compensation cost, years | 1 year 4 months | |||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 300 | 12,200 | 8,800 | |||
Share Price | $ 34.30 | |||||
Intrinsic value of the stock options and SARs exercised | $ 800 | $ 44,400 | $ 23,400 | |||
Weighted average fair values of stock options and SARs granted | $ 7.31 | $ 13.65 | $ 15.24 | |||
Weighted average exercise price of stock options and SARs | $ 44.86 | |||||
Volatility factor | 26.30% | 29.20% | 36.40% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.23% | 1.49% | 1.55% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 6 months | 4 years 5 months | 4 years 8 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 3.10% | 2.10% | 1.80% | |||
Stock options granted | 928,990 | |||||
Cash proceeds from the participating employees | $ 200 | $ 15,000 | $ 600 | |||
Stock Options And Stock Appreciation Rights [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, years | 3 years | |||||
Stock Options And Stock Appreciation Rights [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration Period | 10 years | |||||
Weighted average fair values of stock options and SARs granted | $ 3.01 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 373,000 | |||||
Weighted average exercise price of stock options and SARs | $ 38.89 | |||||
Market Stock Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, weighted average grant date fair value (in usd per share) | $ 82.67 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 116,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, total fair value | $ 8,300 | |||||
Volatility factor | 39.70% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 6 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 1.10% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 2,400 | |||||
Market Stock Units [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, years | 3 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | |||||
Market Stock Units [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, years | 5 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200.00% | |||||
Performance Cash [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, total fair value | 4,900 | 3,800 | ||||
Aggregate Target Value | 5,200 | $ 4,400 | ||||
Deferred Compensation Liability, Current and Noncurrent | $ 700 | $ 2,300 | ||||
Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, years | 3 years | |||||
Granted, weighted average grant date fair value (in usd per share) | $ 54.06 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 184,580 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, total fair value | $ 5,000 | |||||
Aggregate Target Value | $ 5,000 | |||||
Performance Shares [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | |||||
Performance Shares [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200.00% | |||||
Employee Stock Purchase Plan (ESPP) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
New awards authorized | 750,000 | |||||
Volatility factor | 32.00% | 21.70% | 22.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.42% | 0.12% | 0.08% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months | 6 months | 6 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 2.80% | 1.90% | 1.70% | |||
Stock options granted | 62,000 | |||||
Allocated Share-based Compensation Expense | $ 600 | $ 600 | $ 500 | |||
Cash proceeds from the participating employees | $ 2,200 | $ 2,400 | $ 2,000 | |||
Employee Stock Purchase Plan (ESPP) [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Period during which purchased shares must be held, months | 6 months | |||||
Employee Stock Purchase Plan (ESPP) [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value of the common stock at the grant date | 85.00% | |||||
Restricted Common Equity In Cornerstone Brands [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, years | 4 years |
Stock-Based Awards (Stock-Based
Stock-Based Awards (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 19,233 | $ 18,408 | $ 15,606 |
Income tax benefit | (6,734) | (6,563) | (5,685) |
Stock-based compensation expense after income taxes | 12,499 | 11,845 | 9,921 |
Selling And Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 6,412 | 6,171 | 4,736 |
General And Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 12,821 | $ 12,237 | $ 10,870 |
Stock-Based Awards (Summary Of
Stock-Based Awards (Summary Of Status Of Nonvested RSUs) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Current Fiscal Year End Date | --12-31 | ||
Dividend equivalents [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested RSUs, beginning balance (in shares) | 83,132 | ||
Nonvested RSUs, ending balance (in shares) | 74,181 | 83,132 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested RSUs, beginning balance (in shares) | 674,894 | ||
Granted, RSUs (in shares) | 318,228 | ||
Vested, RSUs (in shares) | (152,252) | ||
Forfeited, RSUs (in shares) | (102,843) | ||
Nonvested RSUs, ending balance (in shares) | 762,629 | 674,894 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested, beginning balance weighted average grant date fair value (in usd per share) | $ 57.92 | ||
Granted, weighted average grant date fair value (in usd per share) | 44.16 | $ 65.89 | $ 55.06 |
Vested, weighted average grant date fair value (in usd per share) | 58.45 | ||
Forfeited, weighted average grant date fair value (in usd per share) | 56.01 | ||
Nonvested, ending balance weighted average grant date fair value (in usd per share) | $ 51.86 | $ 57.92 | |
Dividend equivalents [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted, RSUs (in shares) | 24,602 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, weighted average grant date fair value (in usd per share) | $ 0 |
Stock-Based Awards (Summary O68
Stock-Based Awards (Summary Of Status Of Outstanding Stock Options And SARs) (Details) - Stock Options And Stock Appreciation Rights [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, beginning balance (in shares) | shares | 1,810,973 |
Granted (in shares) | shares | 928,990 |
Exercised (in shares) | shares | (39,054) |
Forfeited (in shares) | shares | (101,675) |
Expired (in shares) | shares | (19,017) |
Outstanding, ending balance (in shares) | shares | 2,580,217 |
Vested and expected to vest (in shares) | shares | 2,437,355 |
Exercisable at December (in shares) | shares | 1,308,868 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at January 1, weighted average exercise price (in usd per share) | $ / shares | $ 45.80 |
Granted, weighted average exercise price (in usd per share) | $ / shares | 44.86 |
Exercised, weighted average exercise price (in usd per share) | $ / shares | 23.27 |
Forfeited, weighted average exercise price (in usd per share) | $ / shares | 49.41 |
Expired, weighted average exercise price (in usd per share) | $ / shares | 46.25 |
Outstanding at December 31, weighted average exercise price (in usd per share) | $ / shares | 45.66 |
Vested and expected to vest at December 31, weighted average exercise price (in usd per share) | $ / shares | 45.47 |
Exercisable at December 31, weighted average exercise price (in usd per share) | $ / shares | $ 41.69 |
Outstanding at December 31, Weighted Average Remaining Contractual Term | 6 years 7 months |
Vested and expected to vest at December 31, Weighted Average Remaining Contractual Term | 6 years 6 months |
Exercisable at December 31, Weighted Average Remaining Contractual Term | 4 years 7 months |
Outstanding at December 31, Aggregate Intrinsic Value | $ | $ 4,430,444 |
Vested and expected to vest at December 31, Aggregate Intrinsic Value | $ | 4,430,444 |
Exercisable at December 31, Aggregate Intrinsic Value | $ | $ 4,430,444 |
Stock-Based Awards (Weighted Av
Stock-Based Awards (Weighted Average Assumptions Used In Black-Scholes Option Pricing Model) (Details) - Stock Options And Stock Appreciation Rights [Member] | 12 Months Ended | ||
Dec. 31, 2016Rate | Dec. 31, 2015Rate | Dec. 31, 2014Rate | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility factor | 26.30% | 29.20% | 36.40% |
Risk-free interest rate | 1.23% | 1.49% | 1.55% |
Expected term | 4 years 6 months | 4 years 5 months | 4 years 8 months |
Dividend yield | 3.10% | 2.10% | 1.80% |
Stock-Based Awards (Summary O70
Stock-Based Awards (Summary Of Information About Stock Options And SARs Outstanding And Exercisable) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31 | shares | 2,580,217 |
Number Exercisable at December 31 | shares | 1,308,868 |
$0.00 to $9.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | $ 0 |
Range of exercise prices, upper limit | $ 9.99 |
Number Outstanding at December 31 | shares | 95,202 |
Weighted Average Exercise Price | $ 4.91 |
Weighted Average Remaining Contractual Term in Years | 2 years |
Number Exercisable at December 31 | shares | 95,202 |
Weighted Average Exercise Price | $ 4.91 |
$10.00 to $19.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | 10 |
Range of exercise prices, upper limit | $ 19.99 |
Number Outstanding at December 31 | shares | 48,873 |
Weighted Average Exercise Price | $ 16.11 |
Weighted Average Remaining Contractual Term in Years | 2 years 4 months |
Number Exercisable at December 31 | shares | 48,873 |
Weighted Average Exercise Price | $ 16.11 |
$20.00 to $29.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | 20 |
Range of exercise prices, upper limit | $ 29.99 |
Number Outstanding at December 31 | shares | 57,541 |
Weighted Average Exercise Price | $ 25.86 |
Weighted Average Remaining Contractual Term in Years | 4 years 1 month |
Number Exercisable at December 31 | shares | 57,541 |
Weighted Average Exercise Price | $ 25.86 |
$30.00 to $39.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | 30 |
Range of exercise prices, upper limit | $ 39.99 |
Number Outstanding at December 31 | shares | 450,822 |
Weighted Average Exercise Price | $ 37.52 |
Weighted Average Remaining Contractual Term in Years | 2 years 2 months |
Number Exercisable at December 31 | shares | 450,822 |
Weighted Average Exercise Price | $ 37.52 |
$40.00 to $49.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | 40 |
Range of exercise prices, upper limit | $ 49.99 |
Number Outstanding at December 31 | shares | 1,216,719 |
Weighted Average Exercise Price | $ 45.72 |
Weighted Average Remaining Contractual Term in Years | 8 years 6 months |
Number Exercisable at December 31 | shares | 236,836 |
Weighted Average Exercise Price | $ 47.73 |
$50.00 to $59.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | 50 |
Range of exercise prices, upper limit | $ 59.99 |
Number Outstanding at December 31 | shares | 283,116 |
Weighted Average Exercise Price | $ 51.56 |
Weighted Average Remaining Contractual Term in Years | 6 years 2 months |
Number Exercisable at December 31 | shares | 275,666 |
Weighted Average Exercise Price | $ 51.57 |
$60.00 to $69.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | 60 |
Range of exercise prices, upper limit | $ 69.99 |
Number Outstanding at December 31 | shares | 427,944 |
Weighted Average Exercise Price | $ 65.24 |
Weighted Average Remaining Contractual Term in Years | 8 years 1 month |
Number Exercisable at December 31 | shares | 143,928 |
Weighted Average Exercise Price | $ 65.24 |
Stock-Based Awards Stock-Based
Stock-Based Awards Stock-Based Awards (Summary of Status of Nonvested PSUs) (Details) - Performance Shares [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 231,602 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 67.35 | $ 82.67 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 184,580 | |
Granted, weighted average grant date fair value (in usd per share) | $ 54.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (57,049) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 78.04 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (69,557) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 74.31 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 295,386 | |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 200.00% | |
Dividend equivalents [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,810 | |
Granted, weighted average grant date fair value (in usd per share) | $ 0 |
Stock-Based Awards Stock-Base72
Stock-Based Awards Stock-Based Awards (Weighted Average Assumptions Used in Valuation of ESPP Options)(Details) - Employee Stock [Member] | 12 Months Ended | ||
Dec. 31, 2016Rate | Dec. 31, 2015Rate | Dec. 31, 2014Rate | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility factor | 32.00% | 21.70% | 22.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.42% | 0.12% | 0.08% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months | 6 months | 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 2.80% | 1.90% | 1.70% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Reduction in current income taxes payable | $ 3,800 | $ 17,500 | $ 12,900 |
Net operating loss carryforwards | 5,300 | ||
Deferred Tax Assets, Valuation Allowance | 533 | 528 | |
Unrecognized tax benefits, including interest | 5,400 | 4,100 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 4,600 | $ 3,300 |
Income Taxes (Components Of Pro
Income Taxes (Components Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current income tax provision: | |||
Federal | $ (51,616) | $ (98,496) | $ (96,269) |
State | (5,552) | (11,829) | (10,289) |
Current income tax provision | (57,168) | (110,325) | (106,558) |
Federal | (12,195) | 9,188 | 1,468 |
State | (1,657) | 1,522 | 547 |
Deferred income tax (provision) benefit | (13,852) | 10,710 | 2,015 |
Income tax provision | $ (71,020) | $ (99,615) | $ (104,543) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets And Deferred Tax Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Provision for accrued expenses | $ 31,659 | $ 38,472 |
Inventories | 15,166 | 14,996 |
Stock-based compensation | 15,667 | 14,132 |
Net operating losses | 556 | 652 |
Other | 3,556 | 4,160 |
Total deferred tax assets | 66,604 | 72,412 |
Less valuation allowance | (533) | (528) |
Net deferred tax assets | 66,071 | 71,884 |
Deferred tax liabilities: | ||
Intangible and other assets | (96,627) | (91,051) |
Prepaid expenses | (10,682) | (11,170) |
Property and equipment | (18,522) | (14,161) |
Deferred Tax Liabilities, Gross | 125,831 | 116,382 |
Total deferred tax liabilities | $ (59,760) | $ (44,498) |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Income tax provision at the federal statutory rate of 35% | $ (66,405) | $ (94,099) | $ (97,135) |
State income taxes, net of effect of federal tax benefit | (4,686) | (6,730) | (6,306) |
Other, net | 71 | 1,214 | (1,102) |
Income tax provision | $ (71,020) | $ (99,615) | $ (104,543) |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Deferred Tax Assets, Valuation Allowance | $ 533 | $ 528 |
Income Taxes (Reconciliation 77
Income Taxes (Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Interest [Roll Forward] | |||
Balance at beginning of year | $ 3,418 | $ 2,011 | $ 910 |
Additions based on tax positions related to the current year | 648 | 630 | 525 |
Additions for tax positions of prior years | 536 | 777 | 576 |
Reductions for tax positions of prior years | (34) | 0 | 0 |
Balance at end of year | $ 4,568 | $ 3,418 | $ 2,011 |
Commitments And Contingencies78
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies [Abstract] | |||
Contingency reserve | $ 0 | ||
Expenses charged to operations | $ 27.9 | $ 27.1 | $ 25.1 |
Commitments And Contingencies79
Commitments And Contingencies (Future Minimum Payments Under Operating Lease Agreements) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies [Abstract] | |
2,017 | $ 28,391 |
2,018 | 23,878 |
2,019 | 21,060 |
2,020 | 13,838 |
2,021 | 9,563 |
Thereafter | 38,214 |
Total | $ 134,944 |
Commitments And Contingencies80
Commitments And Contingencies (Funding Commitments By Third Parties Or Contingent Events) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
Unrecorded Unconditional Purchase Obligation | $ 42,481 |
Purchase Obligation, Due in Second and Third Year | 11,544 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Purchase Obligation | 54,025 |
Letters Of Credit And Surety Bonds [Member] | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Unrecorded Unconditional Purchase Obligation | 13,241 |
Purchase Obligation, Due in Second and Third Year | 60 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Purchase Obligation | 13,301 |
Purchase Obligations [Member] | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Unrecorded Unconditional Purchase Obligation | 29,240 |
Purchase Obligation, Due in Second and Third Year | 11,484 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Purchase Obligation | $ 40,724 |
Related Party Transactions (Det
Related Party Transactions (Details) - Liberty Parties [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |
Voting power of equity securities held | 20.00% |
Percentage of nomination of director by the related party | 20.00% |
Percentage of ownership upon spin-off | 30.00% |
Maximum ownership percentage entitled after the transfer of equity securities | 15.00% |
Minimum value of tender offer as a percentage of capital stock which results in reliving of obligations | 35.00% |
Minimum ownership percentage held by third party that would result in reliving of obligations | 20.00% |
Minimum ownership interest after consummation of a competing offer that would result in termination of consent | 50.00% |
Minimum ownership interest held at second anniversary that would result in termination of obligations | 50.00% |
Minimum [Member] | |
Related Party Transaction [Line Items] | |
Additional percentage under the agreement | 5.00% |
Maximum [Member] | |
Related Party Transaction [Line Items] | |
Additional percentage under the agreement | 35.00% |
Supplemental Cash Flow Inform82
Supplemental Cash Flow Information (Supplemental Disclosure Of Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash paid during the period for: | |||
Income tax payments | $ 68,898 | $ 99,012 | $ 87,787 |
Income tax refunds | (282) | (102) | (482) |
Interest payments | 15,027 | 13,087 | 6,142 |
Non-cash financing activities: | |||
Capital expenditures incurred but paid in advance | 0 | 0 | 9,100 |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | $ 3,018 | $ (1,620) | $ (1,581) |
Shareholders' Equity Sharehol83
Shareholders' Equity Shareholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2017 | Feb. 28, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 16, 2014 | Jan. 27, 2015 | Sep. 27, 2011 |
Class of Stock [Line Items] | ||||||||||||||||
Dividends declared per common share | $ 10 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 10.35 | $ 1.40 | $ 11.40 | $ 1.1 | ||||
Payments of Dividends | $ 73,151 | $ 597,864 | $ 57,824 | |||||||||||||
Quarterly dividends | $ 1.40 | |||||||||||||||
Stock Repurchased and Retired During Period, Value | $ 16,567 | $ 58,510 | $ 55,467 | |||||||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 46.45 | $ 61.73 | $ 54.87 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1 | 1 | ||||||||||||||
Percentage of common stock to be acquired for the exercise of the rights | 15.00% | |||||||||||||||
Discount on market price common stock for the purchase of rights | 50.00% | |||||||||||||||
10 Million Share Program Approved 9/27/2011 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 10,000,000 | |||||||||||||||
Stock Repurchased and Retired During Period, Value | $ 451,000 | |||||||||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 45.10 | |||||||||||||||
4 Million Share Program Approved 1/27/2015 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 4,000,000 | |||||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 2,700,000 | 2,700,000 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Dividends declared per common share | $ 0.35 |
Shareholders' Equity Sharehol84
Shareholders' Equity Shareholders' Equity (Schedule of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shareholders' Equity Note (Schedule of Accumulated Other Comprehensive Income) [Abstract] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 2,220 | $ (95) | $ 127 | $ 354 |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | 3,018 | (1,620) | (1,581) | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | 707 | 1,263 | 1,215 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | (1,410) | 135 | 139 | |
Other Comprehensive Income (Loss), Net of Tax | $ 2,315 | $ (222) | $ (227) |
Shareholders' Equity Sharehol85
Shareholders' Equity Shareholders' Equity (Stock Repurchased and Retired) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shareholders' Equity (Stock Repurchased and Retired) [Abstract] | |||
Stock Repurchased and Retired During Period, Shares | 357 | 948 | 1,011 |
Treasury Stock Acquired, Average Cost Per Share | $ 46.45 | $ 61.73 | $ 54.87 |
Stock Repurchased and Retired During Period, Value | $ 16,567 | $ 58,510 | $ 55,467 |
Quarterly Results (Unaudited)86
Quarterly Results (Unaudited) (Schedule Of Quarterly Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Feb. 28, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Quarterly Financial Data [Abstract] | |||||||||||||
Net sales | $ 15,000 | $ 1,073,389 | $ 823,023 | $ 854,308 | $ 816,765 | $ 1,098,178 | $ 864,868 | $ 885,642 | $ 841,887 | $ 3,567,485 | $ 3,690,575 | $ 3,587,995 | |
Gross Profit | 335,290 | 280,076 | 311,824 | 289,478 | 371,546 | 306,274 | 336,537 | 300,206 | 1,216,668 | 1,314,563 | 1,273,062 | ||
Operating Income (Loss) | 72,890 | 36,875 | 46,214 | 49,829 | 98,488 | 57,833 | 70,703 | 57,009 | 205,807 | 284,034 | 284,609 | ||
Net income | $ 43,520 | $ 20,158 | $ 26,445 | $ 28,585 | $ 59,710 | $ 34,208 | $ 41,632 | $ 33,689 | $ 118,708 | $ 169,239 | $ 172,984 | ||
Basic (usd per share) | $ 0.83 | $ 0.39 | $ 0.50 | $ 0.55 | $ 1.14 | $ 0.65 | $ 0.79 | $ 0.64 | $ 2.27 | $ 3.22 | $ 3.28 | ||
Diluted (usd per share) | 0.82 | 0.38 | 0.50 | 0.54 | 1.12 | 0.64 | 0.78 | 0.63 | 2.25 | 3.16 | 3.23 | ||
Dividends declared per common share (usd per share) | $ 10 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 10.35 | $ 1.40 | $ 11.40 | $ 1.1 | |
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 20,400 | ||||||||||||
Business Exit Costs | $ 3,000 | $ 5,208 | |||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 11,200 | $ (10,800) | |||||||||||
Asset impairment | $ 1,700 | $ 5,000 | $ 6,700 | ||||||||||
Impairment Effect on Earnings Per Share, Pretax | $ 0.06 | ||||||||||||
Impact of SCO implementation on gross profit | $ 13,000 | ||||||||||||
Impact of SCO implementation on operating expenses | $ 3,000 | ||||||||||||
Severance Costs | $ 2,000 | ||||||||||||
Proforma adjustment, after tax, per share | $ 0.19 | $ 0.13 | $ 0.24 | $ 0.02 | $ 0.03 |
Retirement And Savings Plan (De
Retirement And Savings Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Percentage of employee contribution | 50.00% | ||
Contribution by employer, per dollar | $ 0.50 | $ 0.50 | |
Percentage of plan participant's deferrals | 6.00% | 6.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 5,100,000 | $ 5,000,000 | $ 4,600,000 |
Cash Surrender Value of Life Insurance | 3,600,000 | 1,900,000 | |
Deferred Compensation Liability, Current and Noncurrent | $ 3,600,000 | $ 2,000,000 |
Costs Associated With An Exit88
Costs Associated With An Exit Activity (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 350 | |||
Business Exit Costs | $ 3,000 | $ 5,208 | ||
HSN [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Business Exit Costs | 5,208 | |||
HSN [Member] | Minimum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | $ 4,000 | |||
HSN [Member] | Maximum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 5,000 | |||
Employee Severance [Member] | HSN [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Business Exit Costs | 0 | 3,200 | ||
Restructuring Reserve | 3,100 | 3,221 | $ 0 | |
Restructuring and Related Cost, Incurred Cost | 0 | 3,132 | ||
Payments for Restructuring | (121) | 0 | ||
Restructuring Reserve, Accrual Adjustment | 0 | $ 89 | ||
Employee Severance [Member] | HSN [Member] | Minimum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 3,000 | |||
Employee Severance [Member] | HSN [Member] | Maximum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | $ 4,000 |
Divestitures (Details)
Divestitures (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Sep. 08, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 11.2 | $ (10.8) | |||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 20.4 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1 | ||||
Gain Contingency, Unrecorded Amount | 2 | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | (10.8) | ||||
Transaction and Exit Costs | 3.5 | ||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 20.4 | ||||
Disposal Group, Including Discontinued Operation, Inventory, Current | 29.3 | ||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 8.4 | ||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | $ 8.6 | ||||
Administrative Services Revenue | $ 4.7 |
Valuation And Qualifying Acco90
Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance For Doubtful Accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 20,631 | $ 18,824 | $ 16,863 |
Charges to Earnings | (22,768) | (34,012) | (23,986) |
Charges to Other Accounts | (135) | 803 | (1,874) |
Deductions | (24,448) | (31,402) | (23,899) |
Balance at End of Period | 19,086 | 20,631 | 18,824 |
Sales Return Accrual [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 39,649 | 40,789 | 40,072 |
Charges to Earnings | (595,991) | (659,481) | (655,304) |
Charges to Other Accounts | 0 | 0 | 0 |
Deductions | (596,736) | (660,621) | (654,587) |
Balance at End of Period | 38,904 | 39,649 | 40,789 |
Deferred Tax Valuation Allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 528 | 1,577 | 1,495 |
Charges to Earnings | (5) | 1,049 | (82) |
Charges to Other Accounts | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ 533 | $ 528 | $ 1,577 |