EX-99.1 2 q22017earningsreleaseex991.htm EX-99.1 Exhibit


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 Second Quarter 2017 Financial Results;
Reaffirms Annual 2017 Guidance

Pleasanton, California, July 19, 2017— Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) today announced financial results for the second quarter ended June 17, 2017.


$ in millions except per share amounts
 
Q2'17
 
Q2'16
 
% Change
(unaudited)
 
 
 
 
 
 
Operating Revenues
 
$
463.1

 
$
391.2

 
18%
Net Income (Loss)
 
$
(6.4
)
 
$
(11.3
)
 
44%
Diluted Earnings (Loss) Per Share
 
$
(0.11
)
 
$
(0.20
)
 
45%


Non-GAAP Measures (see Table 2)
$ in millions except per share amounts
 
Q2'17
 
Q2'16
 
% Change
(unaudited)
 
 
 
 
 
 
Adjusted Operating Revenues
 
$
235.5

 
$
183.7

 
28%
Adjusted EBITDA
 
$
29.8

 
$
26.4

 
13%
Adjusted Net Income
 
$
6.7

 
$
7.2

 
(7)%
Adjusted Diluted EPS
 
$
0.12

 
$
0.13

 
(8)%


CEO and president Talbott Roche commented, "The Company's second quarter 2017 financial results exceeded expectations. We were pleased with the strong performance in both the international and incentives segments. Additionally, U.S. retail, transaction dollar volume (TDV) from closed and open loop gift products met expectations. Our grocery distribution partner locations impacted by EMV(1) continue to show productivity improvement in line with expectations. Finally, we completed our preparations to launch Target as a new distribution partner at the beginning of the third quarter." Roche continued, "We're making excellent progress on our margin expansion initiatives with full year 2017 adjusted EBITDA margins projected to expand approximately 60 basis points."

Assets Held for Sale:

During the second quarter of 2017, Grass Roots Meetings & Events contributed $20 million of operating revenues and adjusted operating revenues, $0.8 million of pre-tax income and $0.9 million of adjusted EBITDA. For the first two quarters of 2017, Grass Roots Meetings & Events contributed $35 million of operating revenues and adjusted operating revenues, $0.2 million of pre-tax income and $0.4 million of adjusted EBITDA.










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

Operating revenues totaled $463.1 million, an increase of 18% from $391.2 million for the quarter ended June 18, 2016. This increase was due to an 8% increase in commissions and fees driven primarily by international growth, including the addition of Grass Roots which was acquired during the fourth quarter of 2016, and higher U.S. retail TDV; a 60% increase in program and other fees primarily due to international growth including the acquisition of Grass Roots, higher U.S. retail TDV and growth in the incentives segment; a 20% increase in marketing revenues primarily due to international growth; and a 19% increase in product sales due to higher incentives and rewards sales, partially offset by declines at Cardpool.
Net loss totaled $6.4 million compared to net loss of $11.3 million for the quarter ended June 18, 2016. The year-over-year improvement was driven primarily by growth in the incentives and international segments and lower non-cash acquisition-related expenses, partially offset by increased interest expense.
Net loss per diluted share was $0.11 compared to a net loss per diluted share of $0.20 for the quarter ended June 18, 2016. Diluted shares outstanding increased 0.6% to 56.4 million.


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

Adjusted operating revenues totaled $235.5 million, a 28% increase from $183.7 million for the quarter ended June 18, 2016. The increase was primarily in international due to strong organic revenue growth in each region coupled with the addition of Grass Roots and growth in the incentives segment, partially offset by a decline in Cardpool adjusted operating revenues. Excluding Cardpool, U.S. retail adjusted operating revenues grew 10%.
Adjusted EBITDA totaled $29.8 million, an increase of 13% from $26.4 million for the quarter ended June 18, 2016.
Adjusted net income totaled $6.7 million, a decrease of 7% from $7.2 million for the quarter ended June 18, 2016. The decrease was driven primarily by increased interest expense, partially offset by a lower effective tax rate. Income tax on adjusted income before taxes was 31.4% for the second quarter 2017 compared to 34.0% for the comparable 2016 period due to a shift in jurisdictional mix of earnings and a favorable return-to-provision adjustment.
Adjusted diluted EPS was $0.12, a decrease of 8% from $0.13 for the quarter ended June 18, 2016.


(1) Reference to “EMV impact” refers to our estimates of the impact on our revenues and earnings of measures taken by some U.S. retail distribution partners related to their delay in implementing the new secure payment card requirements from Europay, Mastercard and Visa (“EMV” mandate). The failure to implement EMV in their point of sale systems by October 2015 transferred the liability for fraudulent credit card payments from card issuers to the retailers. In order to limit chargebacks related to fraudulent credit cards used to purchase certain prepaid products in their stores, some of our distribution partners began taking measures in late January 2016 to limit or control the sale of high value prepaid cards and, in particular, open loop products. While the type of restrictive measures varied by distribution partner, the following types of restrictions were in place during 2016: establishment of limits on using credit cards to purchase gift cards, a move to cash or debit only for purchases of certain gift cards and removal of high denomination open loop products from store shelves.















2017 Guidance

Guidance for fiscal 2017 provided in the table below is unchanged compared to the guidance provided on April 26, 2017.
 
Further details regarding the Company’s guidance including a breakdown of guidance for the third fiscal quarter 2017 will be provided on the July 19, 2017 earnings call.

Annual GAAP Guidance
$ in millions except per share amounts
 
2017 Guidance
 
2016 Actual
 
% Change
 
 
 
 
 
 
 
Operating Revenues
 
 
$2,148 to $2,312
 
$
1,900

 
13% to 22%
Net Income
 
 
$22 to $26
 
$
5

 
337% to 416%
Diluted EPS
 
 
$0.35 to $0.44
 
$
0.08

 
333% to 444%

Annual Non-GAAP Guidance
$ in millions except per share amounts
 
2017 Guidance
 
2016 Actual
 
% Change
 
 
 
 
 
 
 
Adjusted Operating Revenues
 
 
$1,028 to $1,141

 
$
889

 
16% to 28%
Adjusted EBITDA
 
 
$225 to $250

 
$
189

 
19% to 32%
Adjusted Net Income
 
 
$91 to $100

 
$
82

 
11% to 22%
Adjusted Diluted EPS
 
 
$1.56 to $1.70

 
$
1.43

 
9% to 19%
 
 
 
 
 
 
 
 
 
Reduction in income taxes payable
 
 
$
58

 
$
58

 
Reduction in income taxes payable per share (diluted)
 
 
$
0.98

 
$
1.02

 
(3)%

The Company's 2017 annual free cash flow projection remains in the range of $115 million to $135 million.

The guidance above does not account for the impact of any future acquisitions, dispositions, partnerships or similar transactions, any changes to the Company’s existing capital structure or business model or any adverse outcome to any litigation or government investigation, and any such developments could have an impact on the Company’s guidance. Also see “Forward Looking Statements” below.


Conference Call/Webcast

On Wednesday, July 19, 2017 at 2:00 p.m. PDT / 5:00 p.m. EDT, the Company will host a conference call and webcast presentation to discuss second quarter 2017 financial results and share additional guidance for the remainder of 2017. A copy of the webcast presentation slides will be posted to the presentations tab of the Company’s investor relations website at approximately 1:30 p.m. PDT on July 19, 2017. Hosting the call will be Talbott Roche, Chief Executive Officer and President; Jerry Ulrich, Chief Financial & Administrative Officer; and Bill Tauscher, Executive Chairman. Participants may access the live webcast by visiting the Company’s investor relations website at ir.blackhawknetwork.com. An audio replay of the webcast will be available on the Company’s investor relations website until Friday, August 11, 2017.


















About Blackhawk Network

Blackhawk Network Holdings, Inc. is a leading prepaid and payments global company that supports the program management and distribution of gift cards, prepaid telecom products and financial service products in a number of different retail, digital, loyalty and incentive channels. Blackhawk’s digital platform supports prepaid products across a network of digital distribution partners including retailers, financial service providers, and mobile wallets. For more information, please visit www.blackhawknetwork.com or product websites Cardpool, Gift Card Lab, Gift Card Mall, GiftCards.com and OmniCard.




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, Reduction in income taxes payable and Adjusted free cash flow 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, which has offsetting marketing 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 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;
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;
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; and
Adjusted free cash flow - the Company receives funds from consumers or business clients for prepaid products that the Company issues or holds on their behalf prior to the issuance of prepaid products. The Company views this cash flow as temporary and not indicative of the cash flows generated by its operating activities, and therefore excludes it from calculations of Adjusted free cash flow. Adjusted free cash flow provides information regarding the cash that the Company generates without the fluctuations resulting from the timing of cash inflows and outflows from these settlement activities, which is useful to understanding the Company's business and its ability to fund capital expenditures and repay amounts borrowed under its term loan. The Company also may use Adjusted free cash flow for, among other things, making investment decisions and managing its capital structure.


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: 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 existing relationship with our 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; 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 Securities and Exchange Commission (the “SEC”), including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016, our Quarterly Report on Form 10-Q for the fiscal quarter ended on June 17, 2017 which is expected to be filed prior to or on July 27, 2017 and other subsequent periodic reports we file with the SEC. 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 (LOSS)
(In thousands, except per share amounts)
(Unaudited)
 
12 weeks ended
 
24 weeks ended
 
June 17,
2017
 
June 18,
2016
 
June 17,
2017
 
June 18,
2016
OPERATING REVENUES:
 
 
 
 
 
 
 
Commissions and fees
$
282,633

 
$
262,931

 
$
537,839

 
$
502,555

Program and other fees
107,914

 
67,419

 
208,824

 
142,861

Marketing
24,825

 
20,696

 
39,106

 
34,155

Product sales
47,774

 
40,160

 
84,613

 
78,097

Total operating revenues
463,146

 
391,206

 
870,382

 
757,668

OPERATING EXPENSES:
 
 
 
 
 
 
 
Partner distribution expense
201,525

 
191,231

 
381,001

 
363,386

Processing and services
107,680

 
76,875

 
209,952

 
150,816

Sales and marketing
77,722

 
60,511

 
140,507

 
113,849

Costs of products sold
44,541

 
38,309

 
80,734

 
74,041

General and administrative
25,563

 
22,557

 
54,588

 
46,054

Transition and acquisition
905

 
641

 
1,356

 
1,586

Amortization of acquisition intangibles
13,648

 
15,259

 
26,673

 
25,157

Change in fair value of contingent consideration
(4,037
)
 
800

 
(2,997
)
 
800

Total operating expenses
467,547

 
406,183

 
891,814

 
775,689

OPERATING INCOME (LOSS)
(4,401
)
 
(14,977
)
 
(21,432
)
 
(18,021
)
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest income and other income (expense), net
667

 
486

 
1,503

 
898

Interest expense
(7,051
)
 
(4,118
)
 
(13,994
)
 
(8,184
)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
(10,785
)
 
(18,609
)
 
(33,923
)
 
(25,307
)
INCOME TAX EXPENSE (BENEFIT)
(4,591
)
 
(7,290
)
 
(14,366
)
 
(10,527
)
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS
(6,194
)
 
(11,319
)
 
(19,557
)
 
(14,780
)
Loss (income) attributable to non-controlling interests, net of tax
(157
)
 
(18
)
 
(280
)
 
(110
)
NET INCOME (LOSS) ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC.
$
(6,351
)
 
$
(11,337
)
 
$
(19,837
)
 
$
(14,890
)
EARNINGS (LOSS) PER SHARE:
 
 
 
 
 
 
 
Basic
$
(0.11
)
 
$
(0.20
)
 
$
(0.35
)
 
$
(0.27
)
Diluted
$
(0.11
)
 
$
(0.20
)
 
$
(0.35
)
 
$
(0.27
)
Weighted average shares outstanding—basic
56,448

 
56,134

 
56,176

 
55,944

Weighted average shares outstanding—diluted
56,448

 
56,134

 
56,176

 
55,944







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

 
June 17,
2017
 
December 31,
2016
 
June 18,
2016
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
295,071

 
$
1,008,125

 
$
263,988

Restricted cash
67,322

 
10,793

 
2,500

Settlement receivables, net
401,758

 
641,691

 
340,925

Accounts receivable, net
262,616

 
262,672

 
226,929

Other current assets
180,925

 
131,375

 
103,061

Total current assets
1,207,692

 
2,054,656

 
937,403

Property, equipment and technology, net
174,314

 
172,381

 
165,246

Intangible assets, net
327,763

 
350,185

 
302,435

Goodwill
572,855

 
570,398

 
511,808

Deferred income taxes
361,584

 
362,302

 
349,286

Other assets
82,223

 
85,856

 
67,597

TOTAL ASSETS
$
2,726,431

 
$
3,595,778

 
$
2,333,775

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Settlement payables
$
622,653

 
$
1,626,827

 
$
607,463

Consumer and customer deposits
226,727

 
173,344

 
132,662

Accounts payable and accrued operating expenses
146,893

 
153,885

 
97,717

Deferred revenue
151,037

 
150,582

 
111,941

Note payable, current portion
9,890

 
9,856

 
156,091

Notes payable to Safeway
4,201

 
3,163

 
3,753

Bank line of credit

 

 
100,000

Other current liabilities
91,101

 
51,176

 
48,259

Total current liabilities
1,252,502

 
2,168,833

 
1,257,886

Deferred income taxes
28,877

 
27,887

 
20,168

Note payable
177,924

 
137,984

 
268,571

Convertible notes payable
434,855

 
429,026

 

Other liabilities
27,672

 
39,653

 
24,196

Total liabilities
1,921,830

 
2,803,383

 
1,570,821

Stockholders’ equity:
 
 
 
 
 
Preferred stock

 

 

Common stock
56

 
56

 
56

Additional paid-in capital
626,693

 
608,568

 
581,712

Accumulated other comprehensive loss
(34,893
)
 
(48,877
)
 
(32,065
)
Retained earnings
208,513

 
228,451

 
208,895

Total Blackhawk Network Holdings, Inc. equity
800,369

 
788,198

 
758,598

Non-controlling interests
4,232

 
4,197

 
4,356

Total stockholders’ equity
804,601

 
792,395

 
762,954

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,726,431

 
$
3,595,778

 
$
2,333,775







BLACKHAWK NETWORK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
24 weeks ended
 
52 weeks ended
 
June 17,
2017
 
June 18,
2016
 
June 17,
2017
 
June 18,
2016
OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net income (loss) before allocation to non-controlling interests
$
(19,557
)
 
$
(14,780
)
 
$
261

 
$
23,485

Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
 
 
 
 
 
Depreciation and amortization of property, equipment and technology
25,020

 
21,684

 
51,715

 
44,723

Amortization of intangibles
29,160

 
27,459

 
63,746

 
46,297

Amortization of deferred program and contract costs
14,044

 
12,544

 
30,515

 
28,385

Amortization of deferred financing costs and debt discount
6,344

 
880

 
11,970

 
1,604

Loss on property, equipment and technology disposal/write-down
606

 
3,094

 
7,350

 
4,209

Employee stock-based compensation expense
16,451

 
16,572

 
32,471

 
33,963

Change in fair value of contingent consideration
(2,997
)
 
800

 
(1,697
)
 
800

Deferred income taxes

 

 
(8,899
)
 
16,439

Other
(68
)
 
(3,011
)
 
8,036

 
(296
)
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Settlement receivables
252,160

 
293,441

 
(35,205
)
 
(27,610
)
Settlement payables
(1,010,431
)
 
(1,005,723
)
 
15,199

 
48,266

Accounts receivable, current and long-term
(10,664
)
 
16,964

 
(40,640
)
 
(46,093
)
Other current assets
3,579

 
16,914

 
(27,226
)
 
9,599

Other assets
(5,357
)
 
(2,544
)
 
(27,503
)
 
(18,419
)
Consumer and customer deposits
764

 
31,974

 
(17,438
)
 
(1,874
)
Accounts payable and accrued operating expenses
2,098

 
(33,574
)
 
20,837

 
(34,344
)
Deferred revenue
4,356

 
493

 
37,225

 
26,354

Other current and long-term liabilities
14,670

 
(21,742
)
 
14,705

 
(3,692
)
Income taxes, net
(14,467
)
 
(4,722
)
 
(1,203
)
 
4,850

Net cash (used in) provided by operating activities
(694,289
)
 
(643,277
)
 
134,219

 
156,646

INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Expenditures for property, equipment and technology
(30,178
)
 
(20,281
)
 
(62,229
)
 
(47,397
)
Business acquisitions, net of cash acquired
(10,260
)
 
(144,477
)
 
(86,388
)
 
(259,958
)
Investments in unconsolidated entities
(5,601
)
 

 
(16,142
)
 
(5,877
)
Change in restricted cash
(10,580
)
 
689

 
(18,960
)
 
689

Other
(4,487
)
 
(2,500
)
 
(579
)
 
(2,598
)
Net cash (used in) provided by investing activities
(61,106
)
 
(166,569
)
 
(184,298
)
 
(315,141
)





BLACKHAWK NETWORK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
(Unaudited)
 
24 weeks ended
 
52 weeks ended
 
June 17,
2017
 
June 18,
2016
 
June 17,
2017
 
June 18,
2016
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Payments for acquisition liability
(5,503
)
 

 
(5,503
)
 

Repayment of debt assumed in business acquisitions
(300
)
 
(8,964
)
 
(300
)
 
(8,964
)
Proceeds from issuance of note payable
50,000

 
100,000

 
200,000

 
100,000

Repayment of note payable
(10,000
)
 
(37,500
)
 
(436,250
)
 
(37,500
)
Payments of financing costs
(619
)
 

 
(17,163
)
 
(2,063
)
Borrowings under revolving bank line of credit
1,198,597

 
1,502,675

 
2,681,412

 
3,072,704

Repayments on revolving bank line of credit
(1,198,597
)
 
(1,402,675
)
 
(2,781,412
)
 
(2,972,704
)
Repayment on notes payable to Safeway
(254
)
 
(376
)
 
(768
)
 
(10,144
)
Proceeds from issuance of common stock from exercise of employee stock options and employee stock purchase plans
10,371

 
3,452

 
17,221

 
9,690

Other stock-based compensation related
(9,705
)
 
(2,002
)
 
(9,987
)
 
(2,941
)
Repurchase of common stock

 

 
(34,843
)
 

Proceeds from convertible debt

 

 
500,000

 

Payments for note hedges

 

 
(75,750
)
 

Proceeds from warrants

 

 
47,000

 

Other

 

 
(156
)
 
(1,295
)
Net cash (used in) provided by financing activities
33,990

 
154,610

 
83,501

 
146,783

Effect of exchange rate changes on cash and cash equivalents
8,351

 
4,648

 
(2,339
)
 
(1,033
)
Increase (decrease) in cash and cash equivalents
(713,054
)
 
(650,588
)
 
31,083

 
(12,745
)
Cash and cash equivalents—beginning of period
1,008,125

 
914,576

 
263,988

 
276,733

Cash and cash equivalents—end of period
$
295,071

 
$
263,988

 
$
295,071

 
$
263,988

 
 
 
 
 
 
 
 
NONCASH FINANCING AND INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Forgiveness of notes receivable and accrued interest as part of business acquisition
$

 
$

 
$
5,445

 
$

Financing of business acquisition with contingent consideration
$
1,640

 
$
20,100

 
$
3,192

 
$
20,100







BLACKHAWK NETWORK HOLDINGS, INC.
SUPPLEMENTAL INFORMATION
(Tables 1, 2 & 3 in thousands except percentages and per share amounts)
(Unaudited)
TABLE 1: OTHER OPERATIONAL DATA
 
12 weeks ended
 
24 weeks ended
 
June 17, 2017
 
June 18, 2016
 
June 17, 2017
 
June 18, 2016
Prepaid and processing revenues
$
390,547

 
$
330,350

 
$
746,663

 
$
645,416

Partner distribution expense as a % of prepaid and processing revenues
51.6
%
 
57.9
%
 
51.0
%
 
56.3
%

TABLE 2: RECONCILIATION OF NON-GAAP MEASURES
 
12 weeks ended
 
24 weeks ended
 
June 17, 2017
 
June 18, 2016
 
June 17, 2017
 
June 18, 2016
Prepaid and processing revenues:
 
 
 
 
 
 
 
Commissions and fees
$
282,633

 
$
262,931

 
$
537,839

 
$
502,555

Program and other fees
107,914

 
67,419

 
208,824

 
142,861

Total prepaid and processing revenues
$
390,547

 
$
330,350

 
$
746,663

 
$
645,416

Adjusted operating revenues:
 
 
 
 
 
 
 
Total operating revenues
$
463,146

 
$
391,206

 
$
870,382

 
$
757,668

Revenue adjustment from purchase accounting
1,505

 
4,439

 
3,489

 
8,209

Marketing and other pass-through revenues
(27,653
)
 
(20,696
)
 
(44,633
)
 
(34,155
)
Partner distribution expense
(201,525
)
 
(191,231
)
 
(381,001
)
 
(363,386
)
Adjusted operating revenues
$
235,473

 
$
183,718

 
$
448,237

 
$
368,336

Adjusted EBITDA:
 
 
 
 
 
 
 
Net income (loss) before allocation to non-controlling interests
$
(6,194
)
 
$
(11,319
)
 
$
(19,557
)
 
$
(14,780
)
Interest and other (income) expense, net
(667
)
 
(486
)
 
(1,503
)
 
(898
)
Interest expense
7,051

 
4,118

 
13,994

 
8,184

Income tax expense (benefit)
(4,591
)
 
(7,290
)
 
(14,366
)
 
(10,527
)
Depreciation and amortization
28,362

 
28,180

 
54,180

 
49,143

EBITDA
23,961

 
13,203

 
32,748

 
31,122

Adjustments to EBITDA:
 
 
 
 
 
 
 
Employee stock-based compensation
8,050

 
8,572

 
16,451

 
16,572

Acquisition-related employee compensation expense
423

 
200

 
562

 
200

Revenue adjustment from purchase accounting, net
1,427

 
4,364

 
3,304

 
7,449

Other (gains)/losses, net

 
(754
)
 

 
(754
)
Change in fair value of contingent consideration
(4,037
)
 
800

 
(2,997
)
 
800

Adjusted EBITDA
$
29,824

 
$
26,385

 
$
50,068

 
$
55,389

Adjusted EBITDA margin:
 
 
 
 
 
 
 
Total operating revenues
463,146

 
391,206

 
870,382

 
757,668

Operating income (loss)
(4,401
)
 
(14,977
)
 
(21,432
)
 
(18,021
)
Operating margin
(1.0
)%
 
(3.8
)%
 
(2.5
)%
 
(2.4
)%
Adjusted operating revenues
$
235,473

 
$
183,718

 
$
448,237

 
$
368,336

Adjusted EBITDA
$
29,824

 
$
26,385

 
$
50,068

 
$
55,389

Adjusted EBITDA margin
12.7
 %
 
14.4
 %
 
11.2
 %
 
15.0
 %








TABLE 2: RECONCILIATION OF NON-GAAP MEASURES (continued)
 
12 weeks ended
 
24 weeks ended
 
June 17, 2017
 
June 18, 2016
 
June 17, 2017
 
June 18, 2016
Adjusted net income:
 
 
 
 
 
 
 
Income (loss) before income tax expense
$
(10,785
)
 
$
(18,609
)
 
$
(33,923
)
 
$
(25,307
)
Employee stock-based compensation
8,050

 
8,572

 
16,451

 
16,572

Acquisition-related employee compensation expense
423

 
200

 
562

 
200

Revenue adjustment from purchase accounting, net
1,427

 
4,364

 
3,304

 
7,449

Other (gains)/losses, net

 
(754
)
 

 
(754
)
Change in fair value of contingent consideration
(4,037
)
 
800

 
(2,997
)
 
800

Amortization of intangibles
14,942

 
16,411

 
29,160

 
27,459

Adjusted income before income tax expense
$
10,020

 
$
10,984

 
$
12,557

 
$
26,419

Income tax expense (benefit)
(4,591
)
 
(7,290
)
 
(14,366
)
 
(10,527
)
Tax expense on adjustments
7,738

 
11,025

 
18,536

 
19,769

Adjusted income tax expense
3,147

 
3,735

 
4,170

 
9,242

Adjusted net income before allocation to non-controlling interests
6,873

 
7,249

 
8,387

 
17,177

Net loss (income) attributable to non-controlling interests, net of tax
(157
)
 
(18
)
 
(280
)
 
(110
)
Adjusted net income attributable to Blackhawk Network Holdings, Inc.
$
6,716

 
$
7,231

 
$
8,107

 
$
17,067

Adjusted diluted earnings per share:
 
 
 
 
 
 
 
Net income (loss) attributable to Blackhawk Network Holdings, Inc.
$
(6,351
)
 
$
(11,337
)
 
$
(19,837
)
 
$
(14,890
)
Distributed and undistributed earnings allocated to participating securities

 

 

 
(15
)
Net income (loss) available for common shareholders
$
(6,351
)
 
$
(11,337
)
 
$
(19,837
)
 
$
(14,905
)
Diluted weighted average shares outstanding
56,448

 
56,134

 
56,176

 
55,944

Diluted earnings (loss) per share
$
(0.11
)
 
$
(0.20
)
 
$
(0.35
)
 
$
(0.27
)
Adjusted net income attributable to Blackhawk Network Holdings, Inc.
$
6,716

 
$
7,231

 
$
8,107

 
$
17,067

Adjusted distributed and undistributed earnings allocated to participating securities

 
(6
)
 

 
(38
)
Adjusted net income available for common shareholders
$
6,716

 
$
7,225

 
$
8,107

 
$
17,029

Diluted weighted-average shares outstanding
56,448

 
56,134

 
56,176

 
55,944

Increase in common share equivalents
1,458

 
1,229

 
1,600

 
1,503

Adjusted diluted weighted-average shares outstanding
57,906

 
57,363

 
57,776

 
57,447

Adjusted diluted earnings per share
$
0.12

 
$
0.13

 
$
0.14

 
$
0.30

Reduction in income taxes payable:
 
 
 
 
 
 
 
Reduction in income taxes payable resulting from amortization of spin-off tax basis step-up
$
6,597

 
$
6,593

 
$
13,194

 
$
13,187

Reduction in cash taxes payable from amortization of acquisition intangibles and utilization of acquired NOLs
2,146

 
4,227

 
4,738

 
8,179

Reduction in cash taxes payable from deductible stock-based compensation and convertible debt
4,038

 
2,937

 
13,642

 
8,911

Reduction in income taxes payable
$
12,781

 
$
13,757

 
$
31,574

 
$
30,277

Adjusted diluted weighted average shares outstanding
57,906

 
57,363

 
57,776

 
57,447

Reduction in income taxes payable per share
$
0.22

 
$
0.24

 
$
0.55

 
$
0.53







TABLE 3: RECONCILIATION OF GAAP CASH FLOW TO ADJUSTED FREE CASH FLOW
 
 
52 weeks ended
 
 
June 17, 2017
 
June 18, 2016
Net cash flow provided by operating activities
 
$
134,219

 
$
156,646

Changes in settlement payables and consumer and customer deposits, net of settlement receivables
 
37,444

 
(18,782
)
Benefit from settlement timing
 
16,495

 
20,669

Adjust for: Safeway cash tax payment reimbursed (refunded)
 
(768
)
 
(10,144
)
Adjusted net cash flow provided by operating activities
 
187,390

 
148,389

Expenditures for property, equipment and technology
 
(62,229
)
 
(47,397
)
Adjusted free cash flow
 
$
125,161

 
$
100,992

Reconciliation of Adjusted EBITDA to Adjusted free cash flow
 


 


Adjusted EBITDA
 
$
183,879

 
$
191,573

Less: Expenditures for property, equipment and technology
 
(62,229
)
 
(47,397
)
Less: Interest paid
 
(13,336
)
 
(12,965
)
Less: Cash taxes (paid) refunded
 
(3,680
)
 
3,224

Less: Revenue adjustment from purchase price accounting, net
 
(11,479
)
 
(14,522
)
Change in working capital and other
 
15,511

 
(39,590
)
Benefit from settlement timing
 
16,495

 
20,669

Adjusted free cash flow
 
$
125,161

 
$
100,992









TABLE 4: FULL YEAR 2017 GUIDANCE - RECONCILIATION OF NON-GAAP MEASURES
(In millions except per share amounts)
 
 
 
Adjusted operating revenues:
Low
 
High
Total operating revenues
$
2,148

 
$
2,312

Partner distribution expense
(1,052
)
 
(1,095
)
Marketing and other pass-through revenues
(72
)
 
(80
)
Revenue adjustment from purchase accounting
4

 
4

Adjusted operating revenues
$
1,028

 
$
1,141

 
 
 
 
Adjusted EBITDA:
 
 
 
Net income before allocation to non-controlling interests
$
22

 
$
26

Interest (income) expense and other (income) expense, net
32

 
41

Income tax expense
13

 
17

Depreciation and amortization
116

 
121

EBITDA
183

 
205

Adjustments to EBITDA:
 
 
 
Employee stock-based compensation
38

 
41

Other adjustments
4

 
4

Adjusted EBITDA
$
225

 
$
250

 
 
 
 
Adjusted net income:
 
 
 
Income before income tax expense
$
33

 
$
43

Employee stock-based compensation
38

 
41

Amortization of intangibles
62

 
64

Other
4

 
4

Adjusted income before income tax expense
137

 
152

 
 
 
 
Income tax expense
13

 
17

Tax expense on adjustments
33

 
35

Adjusted income tax expense
46

 
52

Adjusted net income
$
91

 
$
100

 
 
 
 
Adjusted diluted earnings per share:
 
 
 
Diluted earnings per share
$
0.35

 
$
0.44

Employee stock-based compensation
0.46

 
0.50

Amortization of intangibles
0.71

 
0.72

Other
0.04

 
0.04

Adjusted diluted earnings per share
$
1.56

 
$
1.70