EX-99.1 2 q32014earningsreleaseex991.htm EX-99.1 Q3 2014 Earnings Release Ex 99.1

Exhibit 99.1
News Release

  INVESTORS/ANALYSTS:
MEDIA:
  Patrick Cronin
Teri Llach
  (925) 226-9973
(925) 226-9028
  investor.relations@bhnetwork.com
teri.llach@bhnetwork.com




Blackhawk Announces Third Quarter 2014 Financial Results
Adjusted Operating Revenues Rise 30%; Adjusted Net Income increases 17%



Pleasanton, California, October 8, 2014 — Blackhawk Network Holdings, Inc. (NASDAQ: HAWK and HAWKB) today announced financial results for the third quarter ended September 6, 2014.
“Adjusted operating revenue growth was 30% during the third quarter, consistent with the first two fiscal quarters. Revenue growth has continued to be driven by strong sales of open loop gift cards in the U.S., the acquisitions of InteliSpend and Retailo and sales of digital media products in Japan," CEO Bill Tauscher commented. Worldwide load value grew 46%, or 34% excluding acquisitions, and international accounted for 23% of total load value during the third quarter.
CFO Jerry Ulrich added, “Load value growth outpaced adjusted operating revenue growth because of several fast growing programs where the average revenue to load value ratio is lower. While these programs, coupled with changes in product mix, are causing the overall revenue to load value ratio to decline, we’re very pleased with the Company’s revenue growth rate of 30%. During the quarter we also completed two contract amendments with our open loop gift issuing banks in Australia and Canada that favorably impacted year-to-date pre-tax income by $2.1 million. We had originally expected to complete these amendments during the fourth quarter of 2014.”

GAAP financial results for the third quarter of 2014 compared to the third quarter of 2013

Operating revenues totaled $269.0 million, an increase of 31% from $206.0 million for the quarter ended September 7, 2013. This increase was due to a 28% increase in commissions and fees driven primarily by higher closed loop gift card sales, a 73% increase in program, interchange, marketing and other fees due to strong open loop gift card sales in the U.S., issuing bank contract amendments and the acquisition of InteliSpend, and a 4% increase in product sales. Cardpool revenues grew 34% during the quarter.
Net income totaled $0.6 million compared to net income of $2.4 million for the quarter ended September 7, 2013. The decline was driven primarily by intangibles asset amortization expense and interest expense related to the InteliSpend and Retailo acquisitions.
Earnings per diluted share was $0.01 compared to earnings per diluted share of $0.04 for the quarter ended September 7, 2013. Diluted shares outstanding increased 2% to 54.3 million.











Non-GAAP financial results for the third quarter of 2014 compared to the third quarter of 2013 (see Table 2 for Reconciliation of Non-GAAP Measures)

Adjusted operating revenues totaled $130.4 million, an increase of 30% from $100.6 million for the quarter ended September 7, 2013.
Adjusted EBITDA totaled $14.7 million, an increase of 28% from $11.5 million for the quarter ended September 7, 2013.
Adjusted net income totaled $4.7 million, an increase of 17% from $4.0 million for the quarter ended September 7, 2013 which was less than the Adjusted EBITDA growth rate primarily due to higher interest expense related to debt incurred for acquisitions.
Adjusted diluted EPS was $0.09, an increase of 13% from $0.08 for the quarter ended September 7, 2013.



Conference Call

The Company will provide additional details on Q3 2014 performance and its outlook for Q4 2014 during a conference call scheduled for Wednesday, October 8, 2014 at 6:00 a.m. PDT / 9:00 a.m. EDT. Joining the call will be Blackhawk’s CEO, William Tauscher; President, Talbott Roche; and Chief Financial & Administrative Officer, Jerry Ulrich. Participants may listen to a real time audio webcast of the call by visiting the Company’s investor relations website located at ir.blackhawknetwork.com. Following the call, an archived webcast will be available on the Company’s investor relations website, or the replay can be accessed by dialing (888) 286-8010 and entering the participant passcode 53600356. The replay will be available until Wednesday, October 15, 2014.


About Blackhawk Network

Blackhawk Network Holdings, Inc. is a prepaid payment network which supports the physical and digital distribution of a variety of prepaid products. Blackhawk Network utilizes proprietary technology to provide consumers a wide selection of gift cards, prepaid telecom handsets, airtime cards and general purpose reloadable cards across a global network totaling over 180,000 stores. Through Blackhawk’s digital platform, the Company supports prepaid products and offers across a growing network of digital distribution partners including leading etailers, financial service providers, social apps, mobile wallets and other integrated physical-to-digital channels. Founded in 2001, Blackhawk Network is headquartered in Pleasanton, California, and offers products and services in the United States and 21 other countries. For more information, please visit www.blackhawknetwork.com and www.giftcardmall.com.


Use of 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. Reconciliations of non-GAAP financial measures to Blackhawk’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. The use of non-GAAP financial measures has certain limitations as they do not reflect all items of income, expense, or cash flows that affect Blackhawk’s financial performance under GAAP. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. In addition, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Blackhawk encourages investors and others to review Blackhawk’s financial information in its entirety and not rely on any single financial measure.












Forward Looking Statements

This press release may contain certain 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," "anticipates," "estimates," "plans," "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: 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 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, the requirement that we comply with applicable laws and regulations, including increasingly stringent money-laundering rules and regulations, risks related to our ongoing relationship with Safeway and other risks and uncertainties described in our reports and filings with the Securities and Exchange Commission, including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in our recent Annual Report on Form 10-K. 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.




BLACKHAWK NETWORK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
12 Weeks Ended
 
36 Weeks Ended
 
September 6, 2014
 
September 7, 2013
 
September 6, 2014
 
September 7, 2013
OPERATING REVENUES:
 
 
 
 
 
 
 
Commissions and fees
$
201,888

 
$
158,270

 
$
596,324

 
$
479,564

Program, interchange, marketing and other fees
43,895

 
25,352

 
119,981

 
78,617

Product sales
23,244

 
22,374

 
69,781

 
58,727

Total operating revenues
269,027

 
205,996

 
786,086

 
616,908

OPERATING EXPENSES:
 
 
 
 
 
 
 
Distribution partner commissions
137,506

 
105,361

 
400,123

 
319,496

Processing and services
46,715

 
34,927

 
133,654

 
101,321

Sales and marketing
41,704

 
30,486

 
126,274

 
98,743

Costs of products sold
21,946

 
21,423

 
66,745

 
55,782

General and administrative
16,163

 
10,320

 
41,700

 
33,115

Business acquisition expense (benefit) and amortization of acquisition intangibles
3,330

 
(255
)
 
11,199

 
(962
)
Total operating expenses
267,364

 
202,262

 
779,695

 
607,495

OPERATING INCOME
1,663

 
3,734

 
6,391

 
9,413

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest income and other income (expense), net
182

 
59

 
126

 
432

Interest expense
(1,080
)
 

 
(2,081
)
 

INCOME BEFORE INCOME TAX EXPENSE
765

 
3,793

 
4,436

 
9,845

INCOME TAX EXPENSE
352

 
1,544

 
1,844

 
5,332

NET INCOME BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS
413

 
2,249

 
2,592

 
4,513

Add: Net loss attributable to non-controlling interests (net of tax)
142

 
106

 
238

 
319

NET INCOME ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC.
$
555

 
$
2,355

 
$
2,830

 
$
4,832

EARNINGS PER SHARE:
 
 
 
 
 
 
 
Basic – Class A and Class B
$
0.01

 
$
0.05

 
$
0.05

 
$
0.09

Diluted – Class A and Class B
$
0.01

 
$
0.04

 
$
0.05

 
$
0.09

Weighted average shares outstanding—basic
52,609

 
51,615

 
52,450

 
50,811

Weighted average shares outstanding—diluted
54,304

 
53,074

 
54,035

 
51,982





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

 
September 6,
2014
 
December 28, 2013
 
September 7,
2013
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
219,851

 
$
550,380

 
$
103,453

Restricted cash
5,000

 

 

Overnight cash advances to Safeway

 

 
9,000

Settlement receivables, net
272,912

 
813,448

 
167,945

Accounts receivable, net
125,976

 
126,369

 
91,634

Deferred income taxes
20,145

 
20,145

 
10,499

Prepaid expenses and other current assets
71,802

 
67,474

 
57,674

Total current assets
715,686

 
1,577,816

 
440,205

Property, equipment and technology, net
95,368

 
79,663

 
71,384

Intangible assets, net
85,083

 
98,689

 
22,198

Goodwill
172,866

 
133,521

 
42,729

Deferred income taxes
727

 
727

 
983

Other assets
86,590

 
90,678

 
70,473

TOTAL ASSETS
$
1,156,320

 
$
1,981,094

 
$
647,972

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Settlement payables
$
472,629

 
$
1,484,047

 
$
351,938

Consumer and customer deposits
65,607

 
54,915

 
8,670

Accounts payable and accrued operating expenses
89,633

 
99,499

 
59,448

Current portion of note payable
8,708

 

 

Note payable to Safeway
8,473

 

 

Other current liabilities
49,695

 
81,270

 
41,817

Total current liabilities
694,745

 
1,719,731

 
461,873

Deferred income taxes
23,312

 
24,488

 
9,959

Note payable
165,446

 

 

Other liabilities
29,115

 
8,711

 
15,986

Total liabilities
912,618

 
1,752,930

 
487,818

Stockholders’ equity:
 
 
 
 
 
Class A common stock
13

 
12

 
11

Class B common stock
41

 
41

 
41

Additional paid-in capital
125,267

 
107,139

 
95,225

Treasury stock
(508
)
 
(126
)
 
(50
)
Accumulated other comprehensive loss
(7,556
)
 
(2,873
)
 
(2,930
)
Retained earnings
119,730

 
116,975

 
67,713

Total Blackhawk Network Holdings, Inc. equity
236,987

 
221,168

 
160,010

Non-controlling interests
6,715

 
6,996

 
144

Total stockholders’ equity
243,702

 
228,164

 
160,154

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
1,156,320

 
$
1,981,094

 
$
647,972




BLACKHAWK NETWORK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
36 Weeks Ended
 
September 6, 2014
 
September 7, 2013
OPERATING ACTIVITIES:
 
 
 
Net income before allocation to non-controlling interests
$
2,592

 
$
4,513

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Depreciation and amortization
32,153

 
16,963

Program development cost amortization
17,779

 
13,259

Provision for doubtful accounts and sales adjustments
2,678

 
2,764

Employee stock-based compensation expense
9,769

 
5,279

Distribution partner mark-to-market expense
(88
)
 
6,961

Change in fair value of contingent consideration

 
(1,255
)
Reversal of reserve for patent litigation
(3,852
)
 

Excess tax benefit from stock-based awards
(1,364
)
 
(588
)
Other
1,174

 
80

Changes in operating assets and liabilities:
 
 
 
Settlement receivables
535,183

 
338,568

Settlement payables
(1,006,128
)
 
(877,287
)
Accounts receivable, current and long-term
8,721

 
15,132

Prepaid expenses and other current assets
1,450

 
(4,624
)
Other assets
(21,466
)
 
(19,894
)
Consumer and customer deposits
6,542

 
(294
)
Accounts payable and accrued operating expenses
(13,345
)
 
(4,767
)
Other current and long-term liabilities
(12,733
)
 
(16,803
)
Income taxes, net
(22,474
)
 
(15,596
)
Net cash used in operating activities
(463,409
)
 
(537,589
)
INVESTING ACTIVITIES:
 
 
 
Change in overnight cash advances to Safeway

 
486,000

Expenditures for property, equipment and technology
(25,960
)
 
(21,349
)
Business acquisitions, net of cash received
(16,710
)
 

Payment for working capital adjustment for business acquisitions, net
(1,366
)
 

Cash received for assumption of liabilities from prior business acquisition
3,917

 

Change in restricted cash
(5,000
)
 
8,968

Other

 
(250
)
Net cash provided by (used in) investing activities
(45,119
)
 
473,369

 
 
 
 
Continued on next page



BLACKHAWK NETWORK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
36 Weeks Ended
 
September 6, 2014
 
September 7, 2013
FINANCING ACTIVITIES:
 
 
 
Proceeds from issuance of note payable
175,000

 

Payments of costs for issuance of note payable
(2,451
)
 

Proceeds from note payable to Safeway
8,473

 

Repayment of debt assumed in business acquisition
(7,474
)
 

Payments for acquisition liability

 
(2,281
)
Payments for initial public offering costs

 
(4,694
)
Reimbursements for initial public offering costs

 
5,540

Proceeds from issuance of common stock from exercise of employee stock options and employee stock purchase plans
5,895

 
359

Excess tax benefit from stock-based awards
1,364

 
588

Other
(778
)
 
(872
)
Net cash provided by (used in) financing activities
180,029

 
(1,360
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(2,030
)
 
(3,632
)
DECREASE IN CASH AND CASH EQUIVALENTS
(330,529
)
 
(69,212
)
CASH AND CASH EQUIVALENTS—Beginning of year
550,380

 
172,665

CASH AND CASH EQUIVALENTS—End of period
$
219,851

 
$
103,453

 
 
 
 
Noncash investing and financing activities:
 
 
 
Financing of business acquisition with stock
$
1,595

 
$

Financing of business acquisition with contingent consideration
$
24,100

 
$




BLACKHAWK NETWORK HOLDINGS, INC.
SUPPLEMENTAL INFORMATION
(In thousands except percentages, average transaction value and per share amounts)
(Unaudited)
TABLE 1: OTHER OPERATIONAL DATA
 
12 Weeks Ended
 
36 Weeks Ended
 
September 6, 2014
 
September 7, 2013
 
September 6, 2014
 
September 7, 2013
Load value
$
2,514,561

 
$
1,727,753

 
$
7,321,923

 
$
5,256,978

Commissions and fees as a % of load value
8.0
%
 
9.2
%
 
8.1
%
 
9.1
%
Distribution partner commissions paid as a % of commissions and fees
68.1
%
 
66.6
%
 
67.1
%
 
66.6
%
Number of load transactions
52,380

 
40,929

 
154,556

 
124,375

Average load transaction value
$
48.01

 
$
42.21

 
$
47.37

 
$
42.27


TABLE 2: RECONCILIATION OF NON-GAAP MEASURES
 
12 Weeks Ended
 
36 Weeks Ended
 
September 6, 2014
 
September 7, 2013
 
September 6, 2014
 
September 7, 2013
Adjusted operating revenues:
 
 
 
 
 
 
 
Total operating revenues
$
269,027

 
$
205,996

 
$
786,086

 
$
616,908

Issuing bank contract amendment
(1,093
)
 

 

 

Distribution partner commissions
(137,506
)
 
(105,361
)
 
(400,123
)
 
(319,496
)
Adjusted operating revenues
$
130,428

 
$
100,635

 
$
385,963

 
$
297,412

Adjusted EBITDA:
 
 
 
 
 
 
 
Net income before allocation to non-controlling interests
$
413

 
$
2,249

 
$
2,592

 
$
4,513

Interest income and other income (expense), net
(182
)
 
(59
)
 
(126
)
 
(432
)
Interest expense
1,080

 

 
2,081

 

Income tax expense
352

 
1,544

 
1,844

 
5,332

Depreciation and amortization
10,465

 
6,312

 
32,153

 
16,963

EBITDA
12,128

 
10,046

 
38,544

 
26,376

Adjustments to EBITDA:
 
 
 
 
 
 
 
Employee stock-based compensation
3,679

 
1,817

 
9,769

 
5,279

Distribution partner mark-to-market expense

 
(34
)
 
(88
)
 
6,961

Issuing bank contract amendment adjustment
(1,093
)
 

 

 

Change in fair value of contingent consideration

 
(352
)
 

 
(1,255
)
Adjusted EBITDA
$
14,714

 
$
11,477

 
$
48,225

 
$
37,361

Adjusted EBITDA margin:
 
 
 
 
 
 
 
Total operating revenues
$
269,027

 
$
205,996

 
$
786,086

 
$
616,908

Operating income
$
1,663

 
$
3,734

 
$
6,391

 
$
9,413

Operating margin
0.6
%
 
1.8
%
 
0.8
%
 
1.5
%
Adjusted operating revenues
$
130,428

 
$
100,635

 
$
385,963

 
$
297,412

Adjusted EBITDA
$
14,714

 
$
11,477

 
$
48,225

 
$
37,361

Adjusted EBITDA margin
11.3
%
 
11.4
%
 
12.5
%
 
12.6
%
Adjusted net income:
 
 
 
 
 
 
 
Income before income tax expense
$
765

 
$
3,793

 
$
4,436

 
$
9,845

Employee stock-based compensation
3,679

 
1,817

 
9,769

 
5,279

Distribution partner mark-to-market expense

 
(34
)
 
(88
)
 
6,961

Issuing bank contract amendment adjustment
(1,093
)
 

 

 

Change in fair value of contingent consideration

 
(352
)
 

 
(1,255
)
Amortization of intangibles
4,085

 
1,206

 
14,202

 
2,284

Adjusted income before income tax expense
7,436

 
6,430

 
28,319

 
23,114

Income tax expense
352

 
1,544

 
1,844

 
5,332

Tax expense on adjustments
2,538

 
987

 
9,020

 
3,398

Adjusted income tax expense
2,890

 
2,531

 
10,864

 
8,730

Adjusted net income before allocation to non-controlling interests
4,546

 
3,899

 
17,455

 
14,384

Add: Net loss attributable to non-controlling interests (net of tax)
142

 
106

 
238

 
319

Adjusted net income attributable to Blackhawk Network Holdings, Inc.
$
4,688

 
$
4,005

 
$
17,693

 
$
14,703




TABLE 2: RECONCILIATION OF NON-GAAP MEASURES (continued)
 
12 Weeks Ended
 
36 Weeks Ended
 
September 6, 2014
 
September 7, 2013
 
September 6, 2014
 
September 7, 2013
Adjusted EPS:
 
 
 
 
 
 
 
Net income attributable to Blackhawk Network Holdings, Inc.
$
555

 
$
2,355

 
$
2,830

 
$
4,832

Income allocated to participating securities
(1
)
 
(14
)
 
(47
)
 
(151
)
Net income available for common shareholders
$
554

 
$
2,341

 
$
2,783

 
$
4,681

Diluted weighted average shares outstanding
54,304

 
53,074

 
54,035

 
51,982

Diluted earnings per share
$
0.01

 
$
0.04

 
$
0.05

 
$
0.09

Adjusted net income attributable to Blackhawk Network Holdings, Inc.
$
4,688

 
$
4,005

 
$
17,693

 
$
14,703

Adjusted income attributable to participating securities
(7
)
 
(24
)
 
(74
)
 
(312
)
Adjusted net income available for common shareholders
$
4,681

 
$
3,981

 
$
17,619

 
$
14,391

Diluted weighted average shares outstanding
54,304

 
53,074

 
54,035

 
51,982

Adjusted diluted earnings per share
$
0.09

 
$
0.08

 
$
0.33

 
$
0.28


TABLE 3: RECONCILIATION OF GAAP CASH FLOW TO FREE CASH FLOW

A significant portion of gift card sales occurs in late December of each year as a result of the holiday selling season. The timing of December holiday sales, cash inflows from our distribution partners and cash outflows to our content providers results in significant but temporary increases in our Cash, cash equivalents and restricted cash, Overnight cash advances to Safeway, Settlement receivables and Settlement payables balances at the end of each fiscal year relative to normal daily balances. As a result, the year over year comparison of cash generated by operating activities and total changes in cash can vary significantly. In light of this effect on interim periods, set forth below is a calculation of “free cash flow” which we calculate as the net cash flow from operating activities adjusted to exclude the impact from changes in Settlement payables and Settlement receivables, less expenditures for property, equipment and technology. Cash from the sale of prepaid products is held for a short period of time and then remitted, less our commissions, to our content providers, and is significantly impacted by the portion of gift card sales that occur in late December. Because this cash flow is temporary and highly seasonal, it is not available for other uses, and it is therefore excluded from our calculation of free cash flow. Free cash flow provides information regarding the cash that our business generates in interim periods without the fluctuations resulting from the timing of cash inflows and outflows from gift card sales in late December, which we believe is useful to understanding our business.

 
36 Weeks Ended
 
September 6, 2014
 
September 7, 2013
Net cash flow used in operating activities, as reported
$
(463,409
)
 
$
(537,589
)
Decrease in settlement payables, net of settlement receivables
470,945

 
538,719

Net cash provided by operating activities, as adjusted
7,536

 
1,130

Expenditures for property, equipment and technology
(25,960
)
 
(21,349
)
Free cash flow
$
(18,424
)
 
$
(20,219
)