Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - BLACKHAWK NETWORK HOLDINGS, INC | hawkachievers8-ka.htm |
| EX-23.1 - EXHIBIT 23.1 - BLACKHAWK NETWORK HOLDINGS, INC | hawkachievers8-kaxex231.htm |
| EX-99.1 - EXHIBIT 99.1 - BLACKHAWK NETWORK HOLDINGS, INC | hawkachievers8-kaxex991.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On June 30, 2015, Blackhawk Network Holdings, Inc. (we, us, our) completed the acquisition (the Acquisition) of Achievers Corp. and its subsidiaries (collectively, Achievers). We derived the following unaudited pro forma condensed combined balance sheet as of March 28, 2015 from our historical unaudited condensed consolidated balance sheet as of March 28, 2015 and the historical unaudited condensed consolidated balance sheet of Achievers as of March 31, 2015, giving effect to the Acquisition as if it had occurred on March 28, 2015. The unaudited pro forma condensed combined statements of operations for the 12 weeks ended March 28, 2015 and for the fiscal year ended January 3, 2015 combine the historical consolidated statements of operations of us and Achievers, giving effect to the Acquisition as if it had occurred on December 29, 2013. We derived the condensed consolidated statements of operations of Achievers for the fiscal year ended January 3, 2015 from Achievers' audited consolidated statement of operations for the year-end September 30, 2014, which we adjusted by subtracting the results for the three months ended December 31, 2013 and adding the results for the three months ended December 31, 2014. We derived the unaudited condensed consolidated statements of operations of Achievers for the 12 weeks ended March 28, 2015 from Achievers' unaudited condensed consolidated statement of operations for the six months ended March 31, 2015 and subtracting the results for the three months ended December 31, 2014. We adjusted the historical condensed consolidated financial statements of Achievers to reflect certain reclassifications to conform with our financial statement presentation (see Note 2—Reclassifications in the notes to the unaudited pro forma condensed combined financial statements).
The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with our historical consolidated financial statements and accompanying notes contained in our Annual Report on Form 10-K for our fiscal year ended January 3, 2015 and Quarterly Report on Form 10-Q for our quarter ended March 28, 2015 and Achievers historical audited consolidated financial statements and accompanying notes for its fiscal year ended September 30, 2014 and interim unaudited condensed consolidated financial statements as of March 31, 2015 and for the six months ended March 31, 2015 and March 31, 2014 which are included as Exhibit 99.1 to our Current Report on Form 8-K/A to which this pro forma information is attached as Exhibit 99.2.
We prepared these unaudited pro forma condensed combined financial statements for informational purposes only in accordance with Article 11 of Regulation S-X, and they are not necessarily indicative of future results or of actual results that would have been achieved had the Acquisition been consummated as of the dates presented, and should not be taken as representative of our future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and/or cost savings that we may achieve, or any additional expenses that we may incur, with respect to the combined companies.
We have accounted for the Acquisition in accordance with Accounting Standards Codification 805, Business Combinations. Accordingly, we have allocated the total estimated purchase price, calculated as described in Note 1—Basis of Pro Forma Presentation to these unaudited pro forma condensed combined financial statements, on a preliminary basis to intangible assets acquired and net liabilities assumed in connection with the Acquisition based on their estimated fair values on the acquisition date. These allocations reflect various preliminary estimates that are available at the time of the preparation of our Current Report on Form 8-K/A to which this pro forma information is attached as Exhibit 99.2, and are subject to change during the purchase price allocation period (generally one year from the acquisition date) as we finalize our estimates of fair value.
BLACKHAWK NETWORK HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 28, 2015
(In thousands)
Historical | |||||||||||||||||
Blackhawk | Achievers | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 219,416 | $ | 20,283 | $ | (109,690 | ) | (a) | $ | 130,009 | |||||||
Restricted cash | 3,189 | — | — | 3,189 | |||||||||||||
Settlement receivables, net | 237,233 | — | — | 237,233 | |||||||||||||
Accounts receivable, net | 176,620 | 18,801 | — | 195,421 | |||||||||||||
Deferred income taxes | 33,713 | — | — | 33,713 | |||||||||||||
Other current assets | 93,860 | 3,050 | — | 96,910 | |||||||||||||
Total current assets | 764,031 | 42,134 | (109,690 | ) | 696,475 | ||||||||||||
Property, equipment and technology, net | 132,014 | 2,176 | 16,940 | (b) | 151,130 | ||||||||||||
Intangible assets, net | 161,040 | — | 80,350 | (b) | 241,390 | ||||||||||||
Goodwill | 328,510 | — | 54,970 | (b) | 383,480 | ||||||||||||
Deferred income taxes | 330,686 | — | 1,211 | (e) | 331,897 | ||||||||||||
Other assets | 86,285 | — | — | 86,285 | |||||||||||||
TOTAL ASSETS | $ | 1,802,566 | $ | 44,310 | $ | 43,781 | $ | 1,890,657 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Settlement payables | $ | 462,346 | $ | — | $ | — | $ | 462,346 | |||||||||
Consumer and customer deposits | 103,575 | — | — | 103,575 | |||||||||||||
Accounts payable and accrued operating expenses | 103,887 | 930 | 559 | (a) | 105,376 | ||||||||||||
Deferred revenue | 35,755 | 80,101 | (8,154 | ) | (c) | 107,702 | |||||||||||
Note payable, current portion | 37,384 | — | — | 37,384 | |||||||||||||
Notes payable to Safeway | 19,449 | — | — | 19,449 | |||||||||||||
Bank line of credit | 10,000 | — | — | 10,000 | |||||||||||||
Other current liabilities | 22,128 | 7,625 | 1,270 | (a) | 31,023 | ||||||||||||
Total current liabilities | 794,524 | 88,656 | (6,325 | ) | 876,855 | ||||||||||||
Deferred income taxes | 8,101 | — | 6,316 | (e) | 14,417 | ||||||||||||
Note payable | 325,208 | — | — | 325,208 | |||||||||||||
Other liabilities | 10,096 | 1,874 | (1,871 | ) | (c) | 10,099 | |||||||||||
Total liabilities | 1,137,929 | 90,530 | (1,880 | ) | 1,226,579 | ||||||||||||
Total stockholders’ equity | 664,637 | (46,220 | ) | 45,661 | (a) (f) | 664,078 | |||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 1,802,566 | $ | 44,310 | $ | 43,781 | $ | 1,890,657 | |||||||||
The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.
2
BLACKHAWK NETWORK HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE WEEKS ENDED MARCH 28, 2015
(In thousands, except for per share amounts)
Historical | |||||||||||||||||
Blackhawk | Achievers | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||
OPERATING REVENUES: | |||||||||||||||||
Commissions and fees | $ | 220,402 | $ | — | $ | — | $ | 220,402 | |||||||||
Program, interchange, marketing and other fees | 73,104 | 3,724 | — | 76,828 | |||||||||||||
Product sales | 26,225 | 8,171 | (1,225 | ) | (c) | 33,171 | |||||||||||
Total operating revenues | 319,731 | 11,895 | (1,225 | ) | 330,401 | ||||||||||||
OPERATING EXPENSES: | |||||||||||||||||
Partner distribution expense | 155,354 | — | — | 155,354 | |||||||||||||
Processing and services | 64,208 | 2,347 | 651 | (b) | 67,206 | ||||||||||||
Sales and marketing | 43,593 | 5,192 | — | 48,785 | |||||||||||||
Costs of products sold | 24,903 | 6,122 | — | 31,025 | |||||||||||||
General and administrative | 18,748 | 1,571 | — | 20,319 | |||||||||||||
Transition and acquisition | 175 | — | — | 175 | |||||||||||||
Amortization of acquisition intangibles | 5,974 | — | 1,871 | (b) | 7,845 | ||||||||||||
Change in fair value of contingent consideration | (4,139 | ) | — | — | (4,139 | ) | |||||||||||
Total operating expenses | 308,816 | 15,232 | 2,522 | 326,570 | |||||||||||||
OPERATING INCOME (LOSS) | 10,915 | (3,337 | ) | (3,747 | ) | 3,831 | |||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||||||
Interest income and other income (expense), net | (801 | ) | (205 | ) | — | (1,006 | ) | ||||||||||
Interest expense | (2,757 | ) | (33 | ) | (869 | ) | (d) | (3,659 | ) | ||||||||
INCOME (LOSS) BEFORE INCOME TAX EXPENSE | 7,357 | (3,575 | ) | (4,616 | ) | (834 | ) | ||||||||||
INCOME TAX EXPENSE (BENEFIT) | 2,620 | — | (2,790 | ) | (e) | (170 | ) | ||||||||||
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS | 4,737 | (3,575 | ) | (1,826 | ) | (664 | ) | ||||||||||
Net income attributable to non-controlling interests, net of tax | (31 | ) | — | — | (31 | ) | |||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS | $ | 4,706 | $ | (3,575 | ) | $ | (1,826 | ) | $ | (695 | ) | ||||||
EARNINGS (LOSS) PER SHARE: | |||||||||||||||||
Basic – Class A and Class B | $ | 0.09 | $ | (0.01 | ) | ||||||||||||
Diluted – Class A and Class B | $ | 0.08 | $ | (0.01 | ) | ||||||||||||
Weighted average shares outstanding—basic | 53,323 | 53,323 | |||||||||||||||
Weighted average shares outstanding—diluted | 55,416 | 53,323 | |||||||||||||||
The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.
3
BLACKHAWK NETWORK HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JANUARY 3, 2015
(In thousands, except for per share amounts)
Historical | |||||||||||||||||
Blackhawk | Achievers | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||
OPERATING REVENUES: | |||||||||||||||||
Commissions and fees | $ | 1,107,782 | $ | — | $ | — | $ | 1,107,782 | |||||||||
Program, interchange, marketing and other fees | 220,257 | 11,528 | — | 231,785 | |||||||||||||
Product sales | 116,924 | 36,698 | (5,494 | ) | (c) | 148,128 | |||||||||||
Total operating revenues | 1,444,963 | 48,226 | (5,494 | ) | 1,487,695 | ||||||||||||
OPERATING EXPENSES: | |||||||||||||||||
Partner distribution expense | 762,245 | — | — | 762,245 | |||||||||||||
Processing and services | 218,674 | 11,069 | 2,823 | (b) | 232,566 | ||||||||||||
Sales and marketing | 189,408 | 23,299 | — | 212,707 | |||||||||||||
Costs of products sold | 110,917 | 26,516 | — | 137,433 | |||||||||||||
General and administrative | 66,856 | 9,163 | — | 76,019 | |||||||||||||
Transition and acquisition | 2,134 | — | — | 2,134 | |||||||||||||
Amortization of acquisition intangibles | 19,705 | — | 8,107 | (b) | 27,812 | ||||||||||||
Change in fair value of contingent consideration | (3,722 | ) | — | — | (3,722 | ) | |||||||||||
Total operating expenses | 1,366,217 | 70,047 | 10,930 | 1,447,194 | |||||||||||||
OPERATING INCOME (LOSS) | 78,746 | (21,821 | ) | (16,424 | ) | 40,501 | |||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||||||
Interest income and other income (expense), net | (184 | ) | (142 | ) | — | (326 | ) | ||||||||||
Interest expense | (5,647 | ) | (25 | ) | (1,967 | ) | (d) | (7,639 | ) | ||||||||
INCOME (LOSS) BEFORE INCOME TAX EXPENSE | 72,915 | (21,988 | ) | (18,391 | ) | 32,536 | |||||||||||
INCOME TAX EXPENSE (BENEFIT) | 27,490 | — | (13,787 | ) | (e) | 13,703 | |||||||||||
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS | 45,425 | (21,988 | ) | (4,604 | ) | 18,833 | |||||||||||
Net loss attributable to non-controlling interests (net of tax) | 122 | — | — | 122 | |||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS | $ | 45,547 | $ | (21,988 | ) | $ | (4,604 | ) | $ | 18,955 | |||||||
EARNINGS PER SHARE: | |||||||||||||||||
Basic – Class A and Class B | $ | 0.86 | $ | 0.36 | |||||||||||||
Diluted – Class A and Class B | $ | 0.83 | $ | 0.35 | |||||||||||||
Weighted average shares outstanding—basic | 52,531 | 52,531 | |||||||||||||||
Weighted average shares outstanding—diluted | 54,309 | 54,309 | |||||||||||||||
The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.
4
BLACKHAWK NETWORK HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. Basis of Pro Forma Presentation
Purchase Price Allocation
On June 30, 2015, we completed the acquisition (the Acquisition) of Achievers Corp. and its subsidiaries (collectively, Achievers), and Achievers Corp. became our wholly owned subsidiary. We paid cash of $102.8 million with a final adjustment for working capital. If we had consummated the Acquisition on March 28, 2015, we would have owed $1.3 million for such working capital adjustment. The following table summarizes the components of the purchase consideration (in thousands):
Cash paid at closing | $ | 102,761 | |
Due to sellers for working capital adjustment | 1,270 | ||
Total purchase consideration | $ | 104,031 | |
The following table presents the preliminary allocation of the purchase consideration. We based the allocation included in this pro forma financial information on the balance sheet of Achievers as of March 31, 2015. We will revise the actual purchase accounting allocation to reflect the net tangible assets, deferred income taxes and estimated fair value of deferred revenue of Achievers that existed on the acquisition date (in thousands):
Cash | $ | 20,283 | |
Accounts receivable | 18,801 | ||
Other tangible liabilities, net | (10,257 | ) | |
Deferred revenue | (71,951 | ) | |
Deferred taxes | (5,105 | ) | |
Identifiable technology and intangible assets | 97,290 | ||
Goodwill | 54,970 | ||
Total purchase consideration | $ | 104,031 | |
Of the total purchase price, we allocated a preliminary estimate of $97.3 million to amortizable intangible assets. We reflect the depreciation and amortization effect of the fair value adjustment to the amortizable intangible assets as pro forma adjustments to the unaudited pro forma condensed combined statements of operations as described in Note 3—Pro Forma Adjustments.
The follows table presents the components of the identifiable technology and intangible assets and their estimated useful lives at the acquisition date (in thousands):
Fair Value | Useful Lives | ||||
Customer relationships | $ | 73,890 | 15 years | ||
Developed technology | 16,940 | 6 years | |||
Backlog | 6,460 | 4 years | |||
Total purchase consideration | $ | 97,290 | |||
We will amortize customer relationships and backlog on a straight-line basis for the first 5.5 years and 2.5 years after the Acquisition, respectively, and on an accelerated basis thereafter, reflecting our estimates of the cash flows related to these assets.
We continue to evaluate certain pre-acquisition tax contingencies relating to Achievers that existed as of the acquisition date. If we conclude that we should record these pre-acquisition contingencies during the remainder of the purchase price allocation period, we will record these amounts to goodwill. If we record amounts related to these pre-acquisition contingencies after the end of the purchase price allocation period, we will record such amounts to our consolidated statements of income.
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2. Reclassifications
Due to the material increase in our deferred revenue as a result of the Acquisition, we will begin to report Deferred revenue as a separate line item from Other current liabilities. As such, in our historical condensed consolidated balance sheet, we have reclassified Deferred revenue from previously reported amounts in Other current liabilities.
We have also made certain reclassifications to conform Achievers historical results to our presentation. These adjustments primarily relate to reclassifying:
i. | Prepaid and other current assets and Inventory to Other current assets |
ii. | Accrued liabilities, Current portion of capital lease obligation and Current portion of deferred lease inducement as Other current liabilities |
iii. | Deferred revenue (long-term) and Long-term portion of deferred lease inducement as Other long-term liabilities |
iv. | Product development and certain amounts within Operations as Processing and services |
v. | Certain amounts within Operations as Cost of products sold |
vi. | Foreign currency exchange loss as Interest income and other income (expense), net |
3. Pro Forma Adjustments
The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:
(a) Acquisition-Related Payments and Related Liabilities—The following table presents the cash we paid at the acquisition date for Achievers and for acquisition-related liabilities of Achievers at the acquisition date, which we present as a pro forma decrease to Cash and cash equivalents (in thousands):
Cash paid at closing | $ | (102,761 | ) |
Payments for Achievers' acquisition-related liabilities | (6,929 | ) | |
Total pro forma decrease in cash and cash equivalents | $ | (109,690 | ) |
As discussed in Note 1—Basis of Pro Forma Presentation, we would owe $1.3 million as a working capital adjustment if we had acquired Achievers on March 28, 2015, which we reflect as a pro forma increase to Other current liabilities. Additionally, we incurred $0.6 million of acquisition-related expenses in connection with the Acquisition, which we reflect as a pro forma increase in Accounts payable and accrued operating expenses and pro forma decrease to Total stockholders’ equity.
(b) Intangible Assets and Amortization Expense—As discussed in Note 1—Basis of Pro Forma Presentation, we recognized intangible assets consisting of $80.4 million of customer relationships and backlog (which we present as Intangible assets, net), $55.0 million of goodwill and $16.9 million of developed technology (which we present as Property, equipment and technology, net). The pro forma adjustment for Property, equipment and technology, net equaled the fair value of developed technology because there was no book value for such technology, and the fair value for the remainder of Achievers’ Property, equipment and technology equaled its book value. The following table presents the amortization expense related to the amortization of customer relations and backlog, which we present in Amortization of acquisition intangibles, and amortization expense related to developed technology, which we present in Processing and services for the 12-weeks ended March 28, 2015 and the fiscal year ended January 3, 2015 (in thousands):
Twelve Weeks Ended March 28, 2015 | Fiscal Year Ended January 3, 2015 | ||||||
Amortization of customer relationships and backlog | $ | 1,871 | $ | 8,107 | |||
Amortization of developed technology | 651 | 2,823 | |||||
Total pro forma increase in amortization expense | $ | 2,522 | $ | 10,930 | |||
(c) Deferred Revenue—We estimated the fair value of Achievers' deferred revenue as of the acquisition date as cost to perform plus a reasonable profit margin to fulfill the remaining obligation. As a result, in allocating the purchase price, an adjustment was recorded to reduce the $88.1 million carrying amount of the deferred revenue to $76.8 million, which represents the estimated fair value of the obligation assumed. As customers purchase additional goods and services, we will record deferred revenue for the full value of the goods and services purchased.
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We used the ratio of the fair value of deferred revenue to the book value of deferred revenue by obligation type to estimate the write-down in deferred revenue as of March 31, 2015 for our pro forma condensed combined balance sheets and as of December 31, 2013 to estimate the decrease in revenues for our pro forma condensed combined statements of operations.
The following table presents the estimated decrease in fair value of deferred revenue as of March 31, 2015 and December 31, 2013 (in thousands):
March 31, 2015 | December 31, 2013 | ||||||
Write-down of short-term portion of deferred revenue | $ | (8,154 | ) | $ | (6,388 | ) | |
Write-down of long-term portion of deferred revenue | (1,871 | ) | (1,530 | ) | |||
Total pro forma decrease in deferred revenue | $ | (10,025 | ) | $ | (7,918 | ) | |
The following table presents the reduction of Product sales revenue as a result of the estimated pro forma decrease in deferred revenue as of December 31, 2013 for the 12-weeks ended March 28, 2015 and the fiscal year ended January 3, 2015 (in thousands):
Twelve Weeks Ended March 28, 2015 | Fiscal Year Ended January 3, 2015 | ||||||
Pro forma decrease in revenue | $ | (1,225 | ) | $ | (5,494 | ) | |
(d) Interest Expense—If we had consummated the Acquisition, we would have increased borrowings under our credit agreement with a groups of banks led by Wells Fargo, N.A. that we entered into on March 28, 2014, as amended, and our applicable margin on our borrowings would have increased as well. The following table presents the estimated increase in interest expense for the 12-weeks ended March 28, 2015 and the fiscal year ended January 3, 2015 (in thousands):
Twelve Weeks Ended March 28, 2015 | Fiscal Year Ended January 3, 2015 | ||||||
Pro forma increase in interest expense | $ | (869 | ) | $ | (1,967 | ) | |
(e) Income Taxes—As discussed in Note 1—Basis of Pro Forma Presentation, we recognized deferred tax liabilities of $5.1 million, which consisted of $25.9 million of deferred tax assets for net operating loss carryforwards and $31.0 million for deferred tax liabilities for nondeductible amortization of identifiable technology and intangible assets.
The pro forma combined provision for income taxes reflects i) the income tax benefit for Achievers’ pre-tax loss resulting from a) Achievers' filing consolidated income tax returns with us and/or b) the ability to recognize deferred tax assets for such losses due to deferred tax liabilities recognized for nondeductible amortization of identifiable technology and intangible assets that exceeded such deferred tax assets and ii) the income tax benefit related to pro forma adjustments (dollars in thousands):
Twelve Weeks Ended March 28, 2015 | Year Ended January 3, 2015 | |||||||
Achievers' pre tax loss | $ | (3,575 | ) | $ | (21,988 | ) | ||
Estimated provision for income tax rates applicable to Achievers pre-tax loss | 35.7 | % | 35.6 | % | ||||
Pro forma provision for income taxes for Achievers pre-tax loss | $ | (1,276 | ) | $ | (7,828 | ) | ||
Total pro forma adjustments recorded to decrease income before provision for income taxes | $ | (4,616 | ) | $ | (18,391 | ) | ||
Estimated provision for income tax rates applicable to pro forma adjustments | 32.8 | % | 32.4 | % | ||||
Pro forma provision for income taxes related to pro forma adjustments | $ | (1,514 | ) | $ | (5,959 | ) | ||
Total pro forma provision for income taxes | $ | (2,790 | ) | $ | (13,787 | ) | ||
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(f) Stockholders’ equity—To remove the historical balances of Achievers’ stockholders’ equity balance:
Common stock | $ | — | |
Preferred stock | (33,702 | ) | |
Warrants | (77 | ) | |
Additional paid-in capital | (4,808 | ) | |
Accumulated deficit | 88,900 | ||
Accumulated other comprehensive income | (4,093 | ) | |
Total stockholders’ equity | $ | 46,220 | |
4. Earnings Per Share
The pro forma basic and diluted earnings per share (EPS) amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the weighted-average number of our common shares outstanding.
We compute EPS under the two-class method, which is a method of computing EPS when an entity has both common stock and participating securities. We consider nonvested stock as a participating security if it contains rights to receive nonforfeitable dividends at the same rate as common stock. Under the two-class method, we exclude the income and distributions attributable to participating securities from the calculation of basic and diluted EPS and exclude the participating securities from the weighted average shares outstanding.
The following table provides reconciliations of net income and pro forma net income and shares used in calculating basic EPS and pro forma basic EPS to those used in calculating diluted EPS and pro forma diluted EPS (in thousands, except per share amounts):
12 Weeks Ended March 28, 2015 | |||||||||||||||
Historical | Pro Forma | ||||||||||||||
Basic | Diluted | Basic | Diluted | ||||||||||||
Net income attributable to Blackhawk Network Holdings, Inc. | $ | 4,706 | $ | 4,706 | $ | (695 | ) | $ | (695 | ) | |||||
Distributed and undistributed earnings allocated to participating securities | (52 | ) | (51 | ) | (34 | ) | (34 | ) | |||||||
Net income attributable to common stockholders | $ | 4,654 | $ | 4,655 | $ | (729 | ) | $ | (729 | ) | |||||
Weighted-average common shares outstanding | 53,323 | 53,323 | 53,323 | 53,323 | |||||||||||
Common share equivalents | 2,093 | — | |||||||||||||
Weighted-average shares outstanding | 55,416 | 53,323 | |||||||||||||
Earnings per share | $ | 0.09 | $ | 0.08 | $ | (0.01 | ) | $ | (0.01 | ) | |||||
Fiscal Year Ended January 3, 2015 | |||||||||||||||
Historical | Pro Forma | ||||||||||||||
Basic | Diluted | Basic | Diluted | ||||||||||||
Net income attributable to Blackhawk Network Holdings, Inc. | $ | 45,547 | $ | 45,547 | $ | 18,955 | $ | 18,955 | |||||||
Distributed and undistributed earnings allocated to participating securities | (232 | ) | (226 | ) | (122 | ) | (119 | ) | |||||||
Net income attributable to common stockholders | $ | 45,315 | $ | 45,321 | $ | 18,833 | $ | 18,836 | |||||||
Weighted-average common shares outstanding | 52,531 | 52,531 | 52,531 | 52,531 | |||||||||||
Common share equivalents | 1,778 | 1,778 | |||||||||||||
Weighted-average shares outstanding | 54,309 | 54,309 | |||||||||||||
Earnings per share | $ | 0.86 | $ | 0.83 | $ | 0.36 | $ | 0.35 | |||||||
8