EX-99.1 2 exhibit991-pressreleaseq42.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

News Release


Blackhawk Announces Fourth Quarter and Full Year 2017 Financial Results


Pleasanton, California, February 27, 2018— Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) (the "Company" or "Blackhawk") today announced financial results for the fourth quarter and full year ended December 30, 2017.

Merger Agreement – On January 15, 2018, Silver Lake and P2 Capital Partners agreed to acquire Blackhawk in an all-cash transaction for a total consideration of approximately $3.5 billion, which includes Blackhawk’s debt. Under the terms of the merger agreement, Blackhawk stockholders will receive $45.25 per share in cash upon closing of the transaction. Blackhawk currently expects the transaction, which is subject to stockholder and regulatory approvals, and other customary closing conditions, to close mid-2018. For further information on the transaction and related merger agreement, please refer to Blackhawk’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 16, 2018, and Blackhawk’s preliminary proxy statement filed with the SEC on February 16, 2018.
 
Non-cash charges related to the Company's income tax provision as well as goodwill impairment contributed to the net loss for 2017.
GAAP Results
Q4'17
Q4'16
 
FY'17
FY'16
$ in millions except per share amounts
 
 
 
 
 
Operating Revenues

$942.0


$780.6

 

$2,231.6


$1,899.8

Net Income (Loss)

($128.2
)

$24.7

 

($155.8
)

$4.7

Diluted Earnings (Loss) per Share

($2.28
)

$0.43

 

($2.77
)

$0.08


During the fourth quarter of 2017, adjusted operating revenues grew 20% and adjusted EBITDA and adjusted net income each grew 34%.
Non-GAAP Results
Q4'17
Q4'16
 
FY'17
FY'16
$ in millions except per share amounts
 
 
 
 
 
Adjusted Operating Revenues
$423.2
$352.0
 
$1,079.7
$889.3
Adjusted EBITDA
$143.9
$107.3
 
$224.9
$189.2
Adjusted Net Income
$76.5
$57.1
 
$94.9
$82.0
Adjusted Diluted Earnings per Share
$1.32
$1.00
 
$1.64
$1.43

GAAP and Non-GAAP results in the tables above include Cardpool and Grass Roots Meetings and Events businesses which were both assets held for sale in 2017. In December 2017 the Grass Roots Meetings and Events business was sold for a total consideration of $45.2 million. Cardpool remains an asset held for sale which the Company intends to divest in 2018.
Grass Roots Meetings & Events Results
For Q4 2017, Grass Roots Meetings & Events contributed $12.0 million of operating revenues, $2.3 million of pre-tax income and $2.4 million of adjusted EBITDA. For fiscal 2017, Grass Roots Meetings & Events contributed $54.9 million of operating revenues, $3.5 million of pre-tax income and $3.9 million of adjusted EBITDA.
Cardpool Results
For Q4 2017, Cardpool contributed $15.3 million of operating revenues, $25.1 million of pre-tax loss and a $2.6 million adjusted EBITDA loss. For fiscal 2017, Cardpool contributed $59.3 million of operating revenues, $39.9 million of pre-tax loss, including a $31.5 million non-cash goodwill impairment charge, and a $7.4 million adjusted EBITDA loss.






GAAP financial results for the fourth quarter of 2017 compared to the fourth quarter of 2016

Operating revenues totaled $942.0 million, an increase of $161.4 million from $780.6 million for the quarter ended December 31, 2016. This increase was due to a 23% increase in operating revenues from the U.S. Retail segment driven by the addition of Target as a distribution partner and the acquisition of CashStar; a 17% increase in operating revenues from the international segment which includes the acquisition of Grass Roots in late 2016; and an 18% increase in operating revenues from the incentives and rewards segment primarily due to growth in Achievers and the loyalty business.
Net loss totaled $128.2 million compared to net income of $24.7 million for the quarter ended December 31, 2016. The decline was driven primarily by a $125.1 million non-cash write-down of the Company's deferred tax asset resulting from tax reform and a $68.5 million non-cash goodwill impairment charge related to the Incentives and Cardpool businesses, partially offset by top line growth in each of the Company's three operating segments.
Loss per diluted share was $2.28 compared to earnings per diluted share of $0.43 for the quarter ended December 31, 2016. Diluted shares outstanding decreased 1.5% to 56.1 million following the Company's 1.2 million share repurchase in October 2017.


Non-GAAP financial results for the fourth quarter of 2017 compared to the fourth quarter of 2016 (see Table 2 for Reconciliation of Non-GAAP Measures)

Adjusted operating revenues totaled $423.2 million, an increase of 20% from $352.0 million for the quarter ended December 31, 2016. The increase was driven by growth in all three of the Company's operating segments as described in the GAAP financial results section above.
Adjusted EBITDA totaled $143.9 million, an increase of 34% from $107.3 million for the quarter ended December 31, 2016.
Adjusted net income totaled $76.5 million, an increase of 34% from $57.1 million for the quarter ended December 31, 2016.
Adjusted diluted EPS was $1.32, an increase of 32% from $1.00 for the quarter ended December 31, 2016.


Deferred Tax Asset Write-down

As a result of the U.S. Tax Cuts and Jobs Act, Blackhawk remeasured its net deferred tax assets in the fourth quarter which resulted in a $125.1 million income tax expense.  There should be no immediate impact on cash taxes paid as a result of the reduction in rate due to the continued utilization of the asset, but at a lower tax rate.  The long term benefits of the rate reduction are expected to benefit the company due to the significant domestic earnings stream.

Goodwill Impairment Charge

During the fourth quarter of 2017, Cardpool’s results were less than forecasted, and the Company performed a full assessment of goodwill impairment. The assessment determined that the carrying value of the net assets of the Cardpool gift card exchange business to be sold was higher than the expected selling price less the costs to sell the business. Accordingly, the Company recorded an additional impairment charge of $22.5 million in the fourth quarter of 2017. For the Blackhawk Engagement Solutions U.S. (“BES”) reporting unit, included within the Incentives and Rewards segment, the Company performed a full assessment of goodwill impairment and determined that BES had an elevated risk of goodwill impairment due to lower expectations of sales volume, operating income and cash flows. As a result of the lower valuation, the Company recorded an impairment charge of $46.0 million in the fourth quarter of 2017.

Conference Call

As a result of the proposed merger, the Company will not host an earnings conference call, provide earnings guidance or publish supplemental earnings presentation slides.







About Blackhawk Network

Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) is a global financial technology company and a leader in connecting brands and people through branded value solutions. Blackhawk platforms and solutions enable the management of stored value products, promotions and incentive programs in retail, ecommerce, financial services and mobile wallets. Blackhawk's Hawk Commerce division offers technology solutions to businesses and direct to consumers. The Hawk Incentives division offers enterprise, SMB and reseller partners an array of platforms and branded value products to incent and reward consumers, employees and sales channels. Headquartered in Pleasanton, Calif., Blackhawk operates in the United States and 26 other countries. For more information, please visit blackhawknetwork.com, hawkcommerce.com, hawkincentives.com or our product websites giftcards.com, giftcardmall.com, cardpool.com, giftcardlab.com, omnicard.com and CashStar.com.


Non-GAAP Financial Measures
Blackhawk regards the non-GAAP financial measures provided in this press release as useful measures of the operational and financial performance of its business. Adjusted EBITDA, Adjusted net income and Adjusted diluted earnings per share measures are prepared and presented to eliminate the effect of items from EBITDA, Net income and Diluted earnings per share that the Company does not consider indicative of its core operating performance within the period presented. Adjusted operating revenues are prepared and presented to offset the distribution commissions paid and other compensation to distribution partners and business clients. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of Adjusted operating revenues. Adjusted operating revenues, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income and Adjusted diluted earnings per share may not be comparable to similarly titled measures of other organizations because other organizations may not calculate these measures in the same manner as Blackhawk. Investors are encouraged to evaluate our adjustments and the reasons we consider them appropriate.
The Company believes Adjusted operating revenues, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted diluted earnings per share and Reduction in income taxes payable are useful to evaluate the Company's operating performance for the following reasons:

Adjusting operating revenues for distribution commissions paid and other compensation to retail distribution partners and business clients is useful to understanding the Company's operating margin;
Adjusting operating revenues for marketing revenue and other pass-through revenues, which has offsetting expense, is useful for understanding the Company's operating margin;
EBITDA and Adjusted EBITDA are widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired;
Adjusted EBITDA margin provides a measure of operating efficiency based on Adjusted operating revenues and without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired;
in a business combination, a company records an adjustment to reduce the carrying values of deferred revenue and deferred expenses to their fair values and reduces the company’s revenues and expenses from what it would have recorded otherwise, and as such the Company does not believe is indicative of its core operating performance;
non-cash equity grants made to employees and distribution partners at a certain price and point in time do not necessarily reflect how the Company's business is performing at any particular time and the related expenses are not key measures of the Company's core operating performance;
the net gain on the transaction to transition our program-managed GPR business to another program manager, the gain on the sale of our member interest in Visa Europe, legal and accounting costs incurred in conjunction with the sale of Grass Roots Meetings and Events and other non-recurring gains / (losses) related to our acquisitions is not reflective of our core operating performance;
asset impairment charges related to the write-down of technology assets as part of our post-acquisition integration efforts are not key measures of the Company's core operating performance;
non-cash goodwill impairment charges related to our Cardpool and BES businesses is not an indicator of the Company's core operating performance;
intangible asset amortization expenses can vary substantially from company to company and from period to period depending upon the applicable financing and accounting methods, the fair value and average expected life of the





acquired intangible assets, the capital structure and the method by which the intangible assets were acquired and, as such, the Company does not believe that these adjustments are reflective of its core operating performance;
non-cash fair value adjustments to contingent business acquisition liability do not directly reflect how the Company is performing at any particular time and the related expense adjustment amounts are not key measures of the Company's core operating performance;
reduction in income taxes payable from the step-up in tax basis of our assets resulting from the Section 336(e) election due to our Spin-Off and the Safeway Merger and reduction in income taxes payable from amortization of goodwill and other intangibles or utilization of net operating loss carryforwards from business acquisitions represent significant tax savings that are useful for understanding the Company's overall operating results; and
reduction in income taxes payable resulting from the tax deductibility of stock-based compensation is useful for understanding the Company's overall operating results. The Company generally realizes these tax deductions when restricted stock vest, an option is exercised, and, in the case of warrants, after the warrant is exercised but amortized over remaining service period, and such timing differs from the GAAP treatment of expense recognition

Additional Information and Where to Find It
In connection with the proposed merger, the Company filed a preliminary proxy statement on Schedule 14A with the SEC on February 16, 2018. When completed, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to the Company’s stockholders. The Company also plans to file other relevant materials with the SEC regarding the proposed merger. This communication is not a substitute for the definitive proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, www.blackhawknetwork.com. In addition, the documents (when available) may be obtained free of charge by directing a request to Patrick Cronin by email at patrick.cronin@bhnetwork.com or by calling (925) 226-9939.


Cautionary Statements Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as “guidance,” “believes,” “expects,” “intends,” “forecasts,” “can,” “could,” “may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” “would,” “outlook,” “continuing,” “ongoing,” and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which are, in many instances, beyond our control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain the Company’s stockholders’ approval of the transaction; the failure to obtain certain required regulatory approvals to the completion of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; the effect of the announcement of the transaction on our ability to retain and hire key personnel and maintain relationships with our partners, clients, customers, providers, advertisers, and others with whom we do business, or on our operating results and businesses generally; risks associated with the disruption of management’s attention from ongoing business operations due to the transaction; our ability to meet expectations regarding the timing and completion of the merger; our ability to grow adjusted operating revenues and adjusted net income as anticipated; our ability to grow at historic rates or at all; the consequences should we lose one or more of our top distribution partners, fail to maintain or renew existing relationships with our distribution partners on the same or similar economic terms or fail to attract new distribution partners to our network or if the financial performance of our distribution partners’ businesses decline; our reliance on our content providers; the demand for their products and our exclusivity arrangements with them; our reliance on relationships with card issuing banks; the consequences to our future growth if our distribution partners fail to actively and effectively promote our products and services; changes in consumer behavior away from our distribution partners or our products resulting from limits or controls implemented by our distribution partners during their transition to EMV compliance; our ability to successfully integrate our acquisitions; our ability to generate adequate taxable income to enable us to fully utilize the tax benefits referred to in this release; changes in applicable tax law that preclude us from fully utilizing the tax benefits referred to in this release; the requirement that we comply with applicable laws and regulations, including increasingly stringent anti-money laundering





rules and regulations; and other risks and uncertainties described in our reports and filings with the SEC. These risks, as well as other risks associated with the proposed merger, are more fully discussed in Item 1A under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 30, 2017 which is expected to be filed on February 28, 2018 and other periodic reports we file with the SEC, which are available at www.sec.gov and the Company’s website at www.blackhawknetwork.com. We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so other than as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.




  INVESTORS/ANALYSTS:
  Patrick Cronin
  (925) 226-9939
  patrick.cronin@bhnetwork.com






BLACKHAWK NETWORK HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
16 Weeks Ended
 
16 Weeks Ended
 
52 Weeks Ended
 
52 Weeks Ended
 
December 30, 2017
 
December 31, 2016
 
December 30, 2017
 
December 31, 2016
OPERATING REVENUES:
 
 
 
 
 
 
 
Commissions and fees
$
661,291

 
$
565,062

 
$
1,468,867

 
$
1,315,755

Program and other fees
173,468

 
128,599

 
477,884

 
336,317

Marketing
49,387

 
42,200

 
102,841

 
94,298

Product sales
57,819

 
44,689

 
182,014

 
153,408

Total operating revenues
941,965

 
780,550

 
2,231,606

 
1,899,778

OPERATING EXPENSES:
 
 
 
 
 
 
 
Partner distribution expense
462,672

 
391,393

 
1,040,306

 
933,142

Processing and services
144,828

 
128,634

 
448,657

 
355,268

Sales and marketing
130,765

 
108,623

 
329,983

 
274,799

Costs of products sold
52,611

 
40,104

 
170,493

 
143,267

General and administrative
34,911

 
31,601

 
113,621

 
99,428

Transition and acquisition
5,776

 
7,305

 
7,797

 
11,465

Amortization of acquisition intangibles
22,217

 
21,527

 
62,794

 
57,060

Change in fair value of contingent consideration
(9,840
)
 

 
(14,937
)
 
2,100

Goodwill impairment
68,500

 

 
77,500

 

Total operating expenses
912,440

 
729,187

 
2,236,214

 
1,876,529

OPERATING INCOME (LOSS)
29,525

 
51,363

 
(4,608
)
 
23,249

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest income and other income (expense), net
(2,524
)
 
(3,707
)
 
(390
)
 
(449
)
Interest expense
(10,724
)
 
(7,996
)
 
(32,092
)
 
(21,864
)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
16,277

 
39,660

 
(37,090
)
 
936

INCOME TAX EXPENSE (BENEFIT)
144,024

 
14,782

 
117,800

 
(4,102
)
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS
(127,747
)
 
24,878

 
(154,890
)
 
5,038

Income attributable to non-controlling interests, net of tax
(418
)
 
(228
)
 
(878
)
 
(380
)
NET INCOME (LOSS) ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC.
$
(128,165
)
 
$
24,650

 
$
(155,768
)
 
$
4,658

EARNINGS (LOSS) PER SHARE:
 
 
 
 
 
 
 
Basic
$
(2.28
)
 
$
0.44

 
$
(2.77
)
 
$
0.08

Diluted
$
(2.28
)
 
$
0.43

 
$
(2.77
)
 
$
0.08

Weighted average shares outstanding—basic
56,126

 
55,474

 
56,287

 
55,734

Weighted average shares outstanding—diluted
56,126

 
56,966

 
56,287

 
57,260







BLACKHAWK NETWORK HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 
Year-end
2017
 
Year-end
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,096,195

 
$
1,008,125

Restricted cash
135,345

 
10,793

Settlement receivables, net
1,038,347

 
641,691

Accounts receivable, net
184,994

 
262,672

Other current assets
165,374

 
131,375

Total current assets
2,620,255

 
2,054,656

Property, equipment and technology, net
172,607

 
172,381

Intangible assets, net
431,681

 
350,185

Goodwill
563,405

 
570,398

Deferred income taxes
236,496

 
362,302

Other assets
115,236

 
85,856

TOTAL ASSETS
$
4,139,680

 
$
3,595,778

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Settlement payables
$
2,074,673

 
$
1,626,827

Consumer and customer deposits
252,822

 
173,344

Accounts payable and accrued operating expenses
156,182

 
153,885

Deferred revenue
179,684

 
150,582

Note payable, current portion
10,662

 
9,856

Notes payable to Safeway
3,941

 
3,163

Other current liabilities
102,823

 
51,176

Total current liabilities
2,780,787

 
2,168,833

Deferred income taxes
28,083

 
27,887

Note payable
202,441

 
137,984

Convertible notes payable
441,655

 
429,026

Other liabilities
16,747

 
39,653

Total liabilities
3,469,713

 
2,803,383

Stockholders’ equity:
 
 
 
Preferred stock

 

Common stock
56

 
56

Additional paid-in capital
649,546

 
608,568

Treasury stock
(40,023
)
 

Accumulated other comprehensive loss
(16,049
)
 
(48,877
)
Retained earnings
72,571

 
228,451

Total Blackhawk Network Holdings, Inc. equity
666,101

 
788,198

Non-controlling interests
3,866

 
4,197

Total stockholders’ equity
669,967

 
792,395

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
4,139,680

 
$
3,595,778







BLACKHAWK NETWORK HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
52 Weeks Ended
 
52 Weeks Ended
 
December 30, 2017
 
December 31, 2016
OPERATING ACTIVITIES:
 
 
 
Net income (loss) before allocation to non-controlling interests
$
(154,890
)
 
$
5,038

Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
 
Depreciation and amortization of property, equipment and technology
55,419

 
48,379

Goodwill impairment
77,500

 

Amortization of intangibles
67,912

 
62,045

Amortization of deferred program and contract costs
30,584

 
29,015

Amortization of deferred financing costs and debt discount
13,837

 
6,506

Employee stock-based compensation expense
32,708

 
32,592

Change in fair value of contingent consideration
(14,937
)
 
2,100

Loss on property, equipment and technology disposal / write-down
6,802

 
9,838

Deferred income taxes
110,276

 
(8,899
)
Other
(1,805
)
 
5,093

Changes in operating assets and liabilities:
 
 
 
Settlement receivables
(350,138
)
 
6,076

Settlement payables
411,248

 
19,907

Accounts receivable, current and long-term
44,857

 
(13,012
)
Other current assets
(14,914
)
 
(13,891
)
Other assets
(40,490
)
 
(24,690
)
Restricted cash related to operating activities
(56,279
)
 

Consumer and customer deposits
46,931

 
13,772

Accounts payable and accrued operating expenses
8,703

 
(14,835
)
Deferred revenue
31,458

 
33,362

Other current and long-term liabilities
35,422

 
(21,707
)
Income taxes, net
5,297

 
8,542

Net cash provided by operating activities
345,501

 
185,231

INVESTING ACTIVITIES:
 
 
 
Expenditures for property, equipment and technology
(64,599
)
 
(52,332
)
Business acquisitions, net of cash acquired
(168,995
)
 
(220,605
)
Proceeds from divestiture of business, net of cash sold
13,779

 

Investments in unconsolidated entities
(6,201
)
 
(10,541
)
Change in restricted cash
(59,838
)
 
(7,691
)
Other
(3,244
)
 
1,408

Net cash used in investing activities
(289,098
)
 
(289,761
)
 
 
 
 
Continued on next page





BLACKHAWK NETWORK HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
52 Weeks Ended
 
52 Weeks Ended
 
December 30, 2017
 
December 31, 2016
FINANCING ACTIVITIES:
 
 
 
Payments for acquisition liability
(5,503
)
 

Proceeds from issuance of note payable
75,000

 
250,000

Repayment of note payable
(10,000
)
 
(463,750
)
Payments of financing costs
(1,025
)
 
(16,544
)
Borrowings under revolving bank line of credit
3,011,270

 
2,985,490

Repayments on revolving bank line of credit
(3,011,270
)
 
(2,985,490
)
Repayments on notes payable to Safeway
(253
)
 
(890
)
Repayment of debt assumed in business acquisitions
(8,585
)
 
(8,964
)
Proceeds from convertible debt

 
500,000

Payments for note hedges

 
(75,750
)
Proceeds from warrants

 
47,000

Proceeds from issuance of common stock from exercise of employee stock options and employee stock purchase plans
16,782

 
10,302

Other stock-based compensation related
(10,551
)
 
(2,284
)
Repurchase of common stock
(40,023
)
 
(34,843
)
Other
(343
)
 
(156
)
Net cash provided by financing activities
15,499

 
204,121

Effect of exchange rate changes on cash and cash equivalents
16,168

 
(6,042
)
Increase in cash and cash equivalents
88,070

 
93,549

Cash and cash equivalents—beginning of year
1,008,125

 
914,576

Cash and cash equivalents—end of year
$
1,096,195

 
$
1,008,125

 
 
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
 
 
Cash payments during the year for:
 
 
 
Interest paid (net of amounts capitalized)
$
18,008

 
$
12,756

Income taxes paid (refunds received)
$
2,587

 
$
(2,854
)
Spin-Off income taxes paid (refunds received) funded by (remitted to) Safeway
$
(253
)
 
$
(890
)
 
 
 
 
Noncash investing and financing activities:
 
 
 
Financing of business acquisition with contingent consideration
$
1,640

 
$
21,652

Forgiveness of notes receivable and accrued interest as part of business acquisition and divestiture
$
973

 
$
5,445

Intangible assets recognized for the issuance of fully vested warrants
$
20,000

 
$

Conversion of income tax payable and deferred taxes to (from) additional paid-in capital
$
(91
)
 
$







BLACKHAWK NETWORK HOLDINGS, INC.
SUPPLEMENTAL INFORMATION
(Tables 1 & 2 in thousands except percentages and per share amounts)
(Unaudited)
TABLE 1: OTHER OPERATIONAL DATA
 
16 Weeks Ended
 
16 Weeks Ended
 
52 Weeks Ended
 
52 Weeks Ended
 
December 30,
2017
 
December 31,
2016
 
December 30,
2017
 
December 31,
2016
Transaction dollar volume
$
8,614,618

 
$
6,947,031

 
$
19,397,056

 
$
16,717,834

Prepaid and processing revenues
$
834,759

 
$
693,661

 
$
1,946,751

 
$
1,652,072

Prepaid and processing revenues as a % of transaction dollar volume
9.7
%
 
10
%
 
10
%
 
9.9
%
Partner distribution expense as a % of prepaid and processing revenues
55.4
%
 
56.4
%
 
53.4
%
 
56.5
%





TABLE 2: RECONCILIATION OF NON-GAAP MEASURES
 
16 Weeks Ended
 
16 Weeks Ended
 
52 Weeks Ended
 
52 Weeks Ended
 
December 30,
2017
 
December 31,
2016
 
December 30,
2017
 
December 31,
2016
Prepaid and processing revenues:
 
 
 
 
 
 
 
Commissions and fees
$
661,291

 
$
565,062

 
$
1,468,867

 
$
1,315,755

Program and other fees
173,468

 
128,599

 
477,884

 
336,317

Total prepaid and processing revenues
$
834,759

 
$
693,661

 
$
1,946,751

 
$
1,652,072

Adjusted operating revenues:
 
 
 
 
 
 
 
Total operating revenues
$
941,965

 
$
780,550

 
$
2,231,606

 
$
1,899,778

Revenue adjustments from purchase accounting
1,104

 
5,055

 
5,558

 
16,930

Marketing and other pass-through revenues
(57,220
)
 
(42,200
)
 
(117,189
)
 
(94,298
)
Partner distribution expense
(462,672
)
 
(391,393
)
 
(1,040,306
)
 
(933,142
)
Adjusted operating revenues
$
423,177

 
$
352,012

 
$
1,079,669

 
$
889,268

Adjusted EBITDA:
 
 
 
 
 
 
 
Net income (loss) before allocation to non-controlling interests
$
(127,747
)
 
$
24,878

 
$
(154,890
)
 
$
5,038

Interest and other (income) expense, net
2,524

 
3,707

 
390

 
449

Interest expense
10,724

 
7,996

 
32,092

 
21,864

Income tax expense (benefit)
144,024

 
14,782

 
117,800

 
(4,102
)
Depreciation and amortization
41,397

 
38,340

 
123,331

 
110,424

EBITDA
70,922

 
89,703

 
118,723

 
133,673

Adjustments to EBITDA:
 
 
 
 
 
 
 
Employee stock-based compensation
8,148

 
7,727

 
32,708

 
32,592

Acquisition-related employee compensation expense
(110
)
 
(155
)
 
438

 
465

Goodwill impairment
68,500

 

 
77,500

 

Revenue adjustments from purchase accounting, net
1,048

 
4,510

 
5,257

 
15,624

Other (gain)/losses, net
5,189

 
5,500

 
5,189

 
4,746

Change in fair value of contingent consideration
(9,840
)
 

 
(14,937
)
 
2,100

Adjusted EBITDA
$
143,857

 
$
107,285

 
$
224,878

 
$
189,200

Adjusted EBITDA margin:
 
 
 
 
 
 
 
Total operating revenues
$
941,965

 
$
780,550

 
$
2,231,606

 
$
1,899,778

Operating income (loss)
29,525

 
51,363

 
(4,608
)
 
23,249

Operating margin
3.1
%
 
6.6
%
 
(0.2
)%
 
1.2
%
Adjusted operating revenues
$
423,177

 
$
352,012

 
$
1,079,669

 
$
889,268

Adjusted EBITDA
143,857

 
107,285

 
224,878

 
189,200

Adjusted EBITDA margin
34.0
%
 
30.5
%
 
20.8
 %
 
21.3
%
Adjusted net income:
 
 
 
 
 
 
 
Income (loss) before income tax expense
$
16,277

 
$
39,660

 
$
(37,090
)
 
$
936

Employee stock-based compensation expense
8,148

 
7,727

 
32,708

 
32,592

Acquisition-related employee compensation expense
(110
)
 
(155
)
 
438

 
465

Goodwill impairment
68,500

 

 
77,500

 

Revenue adjustments from purchase accounting, net
1,048

 
4,510

 
5,257

 
15,624

Other (gains)/losses, net
6,025

 
7,875

 
6,025

 
5,177

Change in fair value of contingent consideration
(9,840
)
 

 
(14,937
)
 
2,100

Amortization of intangibles
23,496

 
23,057

 
67,912

 
62,045

Adjusted income before income tax expense
113,544

 
82,674

 
137,813

 
118,939

Income tax expense (benefit)
144,024

 
14,782

 
117,800

 
(4,102
)
Tax expense (benefit) on adjustments
(107,424
)
 
10,586

 
(75,726
)
 
40,691

Adjusted income tax expense
36,600

 
25,368

 
42,074

 
36,589

Adjusted net income before allocation to non-controlling interests
76,944

 
57,306

 
95,739

 
82,350

Net loss (income) attributable to non-controlling interests, net of tax
(418
)
 
(228
)
 
(878
)
 
(380
)
Adjusted net income attributable to Blackhawk Network Holdings, Inc.
$
76,526

 
$
57,078

 
$
94,861

 
$
81,970






TABLE 2: RECONCILIATION OF NON-GAAP MEASURES (continued)
 
16 Weeks Ended
 
16 Weeks Ended
 
52 Weeks Ended
 
52 Weeks Ended
 
December 30,
2017
 
December 31,
2016
 
December 30,
2017
 
December 31,
2016
Adjusted diluted earnings per share:
 
 
 
 
 
 
 
Net income (loss) attributable to Blackhawk Network Holdings, Inc.
$
(128,165
)
 
$
24,650

 
$
(155,768
)
 
$
4,658

Distributed and undistributed earnings allocated to participating securities

 
(13
)
 

 
(28
)
Net income (loss) available for common shareholders
$
(128,165
)
 
$
24,637

 
$
(155,768
)
 
$
4,630

Diluted weighted average shares outstanding
56,126

 
56,966

 
56,287

 
57,260

Diluted earnings (loss) per share
$
(2.28
)
 
$
0.43

 
$
(2.77
)
 
$
0.08

Adjusted net income attributable to Blackhawk Network Holdings, Inc.
$
76,526

 
$
57,078

 
$
94,861

 
$
81,970

Adjusted distributed and undistributed earnings allocated to participating securities

 
(51
)
 

 
(108
)
Adjusted net income available for common shareholders
$
76,526

 
$
57,027

 
$
94,861

 
$
81,862

Diluted weighted average shares outstanding
56,126

 
56,966

 
56,287

 
57,260

Increase in common share equivalents
1,656

 

 
1,707

 

Adjusted diluted weighted average shares outstanding
57,782

 
56,966

 
57,994

 
57,260

Adjusted diluted earnings per share
$
1.32

 
$
1.00

 
$
1.64

 
$
1.43

Reduction in income taxes payable:
 
 
 
 
 
 
 
Reduction in income taxes payable resulting from amortization of spin-off tax basis step-up
9,547

 
9,424

 
29,338

 
29,191

Reduction in cash taxes payable from amortization of acquisition intangibles and utilization of acquired NOLs
15,705

 
1,301

 
22,110

 
13,907

Reduction in cash taxes payable from deductible stock-based compensation and convertible debt
3,683

 
3,793

 
20,619

 
15,196

Reduction in income taxes payable
$
28,935

 
$
14,518

 
$
72,067

 
$
58,294

Adjusted diluted weighted average shares outstanding
57,782

 
56,966

 
57,994

 
57,260

Reduction in income taxes payable per share
$
0.50

 
$
0.25

 
$
1.24

 
$
1.02