10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2016
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________________________ to ________________________
 
Commission file number: 1-7945

 

DELUXE CORPORATION
(Exact name of registrant as specified in its charter) 
Minnesota
(State or other jurisdiction of incorporation or organization)
41-0216800
(I.R.S. Employer Identification No.)
3680 Victoria St. N., Shoreview, Minnesota
(Address of principal executive offices)
55126-2966
(Zip Code)

(651) 483-7111
(Registrant’s telephone number, including area code) 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes   o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).
þYes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer þ   
Accelerated filer o
 
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ  No

The number of shares outstanding of registrant’s common stock, par value $1.00 per share, at April 20, 2016 was 48,914,993.

1


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
DELUXE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share par value)
(Unaudited)
 
 
March 31,
2016
 
December 31,
2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
71,010

 
$
62,427

Trade accounts receivable (net of allowances for uncollectible accounts of $4,127 and $4,816, respectively)
 
105,919

 
123,654

Inventories and supplies
 
39,953

 
41,956

Funds held for customers
 
53,270

 
53,343

Other current assets
 
42,421

 
44,608

Total current assets
 
312,573

 
325,988

Deferred income taxes
 
1,316

 
1,238

Long-term investments (including $1,647 and $2,091 of investments at fair value, respectively)
 
41,936

 
41,691

Property, plant and equipment (net of accumulated depreciation of $348,317 and $344,785, respectively)
 
84,121

 
85,732

Assets held for sale
 
13,968

 
13,969

Intangibles (net of accumulated amortization of $426,069 and $407,747, respectively)
 
282,646

 
285,311

Goodwill
 
976,508

 
976,415

Other non-current assets
 
119,689

 
111,809

Total assets
 
$
1,832,757

 
$
1,842,153

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
78,777

 
$
87,575

Accrued liabilities
 
210,818

 
228,423

Short-term borrowings
 
416,000

 
434,000

Long-term debt due within one year
 
1,040

 
1,045

Total current liabilities
 
706,635

 
751,043

Long-term debt
 
198,027

 
193,973

Deferred income taxes
 
80,947

 
81,076

Other non-current liabilities
 
63,282

 
70,992

Commitments and contingencies (Notes 11 and 12)
 


 


Shareholders’ equity:
 
 

 
 

Common shares $1 par value (authorized: 500,000 shares; outstanding: 2016 – 48,910; 2015 – 49,019)
 
48,910

 
49,019

Retained earnings
 
785,069

 
751,253

Accumulated other comprehensive loss
 
(50,113
)
 
(55,203
)
Total shareholders’ equity
 
783,866

 
745,069

Total liabilities and shareholders’ equity
 
$
1,832,757

 
$
1,842,153


See Condensed Notes to Unaudited Consolidated Financial Statements

2


DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share amounts)
(Unaudited)

 
 
Quarter Ended
March 31,
 
 
2016
 
2015
Product revenue
 
$
366,185

 
$
355,013

Service revenue
 
93,113

 
78,604

Total revenue
 
459,298

 
433,617

Cost of products
 
(130,594
)
 
(123,739
)
Cost of services
 
(33,711
)
 
(28,942
)
Total cost of revenue
 
(164,305
)
 
(152,681
)
Gross profit
 
294,993

 
280,936

Selling, general and administrative expense
 
(201,471
)
 
(195,378
)
Net restructuring charges
 
(879
)
 
(267
)
Operating income
 
92,643


85,291

Loss on early debt extinguishment
 

 
(8,917
)
Interest expense
 
(5,243
)
 
(6,515
)
Other income
 
150

 
430

Income before income taxes
 
87,550

 
70,289

Income tax provision
 
(29,448
)
 
(24,349
)
Net income
 
$
58,102

 
$
45,940

Comprehensive income
 
$
63,192

 
$
40,183

Basic earnings per share
 
1.18

 
0.92

Diluted earnings per share
 
1.18

 
0.91

Cash dividends per share
 
0.30

 
0.30


See Condensed Notes to Unaudited Consolidated Financial Statements


3


DELUXE CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands)
(Unaudited)

 
 
Common shares
 
Common shares
par value
 
Additional paid-in capital
 
Retained earnings
 
Accumulated other comprehensive loss
 
Total
Balance, December 31, 2015
 
49,019

 
$
49,019

 
$

 
$
751,253

 
$
(55,203
)
 
$
745,069

Net income
 

 

 

 
58,102

 

 
58,102

Cash dividends
 

 

 

 
(14,740
)
 

 
(14,740
)
Common shares issued
 
214

 
214

 
4,655

 

 

 
4,869

Common shares repurchased
 
(278
)
 
(278
)
 
(5,180
)
 
(9,546
)
 

 
(15,004
)
Other common shares retired
 
(45
)
 
(45
)
 
(2,468
)
 

 

 
(2,513
)
Fair value of share-based compensation
 

 

 
2,993

 

 

 
2,993

Other comprehensive income
 

 

 

 

 
5,090

 
5,090

Balance, March 31, 2016
 
48,910

 
$
48,910

 
$

 
$
785,069

 
$
(50,113
)
 
$
783,866



See Condensed Notes to Unaudited Consolidated Financial Statements


4


DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
 
Quarter Ended
March 31,
 
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
Net income
 
$
58,102

 
$
45,940

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation
 
3,731

 
3,933

Amortization of intangibles
 
18,148

 
13,750

Amortization of contract acquisition costs
 
4,607

 
4,831

Deferred income taxes
 
(360
)
 
(1,215
)
Employee share-based compensation expense
 
3,424

 
3,155

Loss on early debt extinguishment
 

 
8,917

Other non-cash items, net
 
1,600

 
808

Changes in assets and liabilities, net of effect of acquisitions:
 
 

 
 

Trade accounts receivable
 
17,153

 
16,395

Inventories and supplies
 
2,015

 
1,409

Other current assets
 
(45
)
 
5,082

Non-current assets
 
(414
)
 
1,215

Accounts payable
 
(8,409
)
 
(10,851
)
Contract acquisition payments
 
(9,259
)
 
(2,947
)
Other accrued and non-current liabilities
 
(17,625
)
 
(11,892
)
Net cash provided by operating activities
 
72,668

 
78,530

Cash flows from investing activities:
 
 

 
 

Purchases of capital assets
 
(10,189
)
 
(9,512
)
Payments for acquisitions, net of cash acquired
 
(6,667
)
 
(7,584
)
Other
 
(4,152
)
 
463

Net cash used by investing activities
 
(21,008
)
 
(16,633
)
Cash flows from financing activities:
 
 

 
 

Net (payments) proceeds from short-term borrowings
 
(18,000
)
 
158,000

Payments on long-term debt, including costs of debt reacquisition
 
(268
)
 
(207,242
)
Payments for debt issue costs
 
(41
)
 
(97
)
Proceeds from issuing shares under employee plans
 
2,585

 
3,389

Excess tax benefit from share-based employee awards
 

 
1,260

Employee taxes paid for shares withheld
 
(851
)
 
(827
)
Payments for common shares repurchased
 
(15,004
)
 

Cash dividends paid to shareholders
 
(14,740
)
 
(15,011
)
Other
 
(376
)
 
(150
)
Net cash used by financing activities
 
(46,695
)
 
(60,678
)
Effect of exchange rate change on cash
 
3,618

 
(4,441
)
Net change in cash and cash equivalents
 
8,583

 
(3,222
)
Cash and cash equivalents, beginning of year
 
62,427

 
61,541

Cash and cash equivalents, end of period
 
$
71,010

 
$
58,319


See Condensed Notes to Unaudited Consolidated Financial Statements

5


DELUXE CORPORATION
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)


Note 1: Consolidated financial statements

The consolidated balance sheet as of March 31, 2016, the consolidated statements of comprehensive income for the quarters ended March 31, 2016 and 2015, the consolidated statement of shareholders’ equity for the quarter ended March 31, 2016, and the consolidated statements of cash flows for the quarters ended March 31, 2016 and 2015 are unaudited. The consolidated balance sheet as of December 31, 2015 was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles (GAAP) in the United States of America. In the opinion of management, all adjustments necessary for a fair statement of the consolidated financial statements are included. Adjustments consist only of normal recurring items, except for any discussed in the notes below. Interim results are not necessarily indicative of results for a full year. The consolidated financial statements and notes are presented in accordance with instructions for Form 10-Q, and do not contain certain information included in our annual consolidated financial statements and notes. The consolidated financial statements and notes appearing in this report should be read in conjunction with the consolidated audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”).


Note 2: New accounting pronouncements

Recently adopted accounting pronouncements – In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. We adopted this standard on January 1, 2016. As our accounting treatment for these awards was in compliance with the new guidance, adoption of this standard had no impact on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the consolidated balance sheets as a direct reduction from the carrying amount of the debt liability. We adopted this standard on January 1, 2016, applying it retrospectively. The consolidated balance sheet as of December 31, 2015 reflects the reclassification of debt issuance costs of $2,249 from other non-current assets to long-term debt. The amount of debt issuance costs included in long-term debt as of March 31, 2016 was $2,135. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements – Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting. This standard adds SEC paragraphs pursuant to the SEC Staff announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Under this guidance, the SEC Staff would not object to presenting such costs as an asset and subsequently amortizing the deferred costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the arrangement. As of December 31, 2015, debt issuance costs of $2,003 related to our line-of-credit arrangement were included within other current assets. We continue to include these costs within other current assets, amortizing them over the term of the arrangement.

In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If the arrangement does include a software license, the software license element of the arrangement should be accounted for in the same manner as the acquisition of other software licenses. We adopted this standard on January 1, 2016, applying it prospectively to all arrangements entered into or materially modified on or after January 1, 2016. Adoption of this standard did not have a significant impact on our results of operations or financial position.

In May 2015, the FASB issued ASU No. 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent). Under the standard, investments measured at net asset value (NAV) as a practical expedient for fair value are excluded from the fair value hierarchy. As such, they are not assigned a fair value measurement level in financial statement disclosures of fair value. This standard was effective for us on January 1, 2016. It impacts the disclosures included in our Annual Report on Form 10-K regarding the plan assets of our postretirement benefit plan. As such,

6


we will reflect this new guidance in the disclosures included in our Form 10-K for the year ending December 31, 2016, applying the guidance retrospectively to all periods presented.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The standard requires that inventory within the scope of the guidance be measured at the lower of cost or net realizable value. Previously, inventory was measured at the lower of cost or market. We elected to early adopt this standard on January 1, 2016, applying it prospectively. Application of this standard did not have a significant impact on our results of operations or financial position.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. When recording the purchase price allocation for a business combination in the financial statements, an acquirer may record preliminary amounts when measurements are incomplete as of the end of a reporting period. When the required information is received to finalize the purchase price allocation, the preliminary amounts are adjusted. These adjustments are referred to as measurement-period adjustments. This standard eliminates the requirement to restate prior period financial statements for measurement-period adjustments. Instead, it requires that the cumulative impact of a measurement-period adjustment be recognized in the reporting period in which the adjustment is identified. We adopted this standard on January 1, 2016, applying it prospectively. Application of this standard did not have a significant impact on our results of operations or financial position.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify various aspects of the accounting and presentation of share-based payments. We elected to early adopt this standard as of January 1, 2016. Adoption of this standard had the following impacts on our consolidated financial statements:

Consolidated statements of comprehensive income – The new standard requires that the tax effects of share-based compensation be recognized in the income tax provision. Previously, these amounts were recognized in additional paid-in capital. For the quarter ended March 31, 2016, net tax benefits of $491 related to share-based compensation awards were recognized as a reduction of income tax expense in the consolidated statement of comprehensive income. In addition, in calculating potential common shares used to determine diluted earnings per share, GAAP requires us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were applied on a prospective basis and resulted in a $0.01 increase in basic and diluted earnings per share for the quarter ended March 31, 2016.

In recording share-based compensation expense, the standard allows companies to make a policy election as to whether they will include an estimate of awards expected to be forfeited or whether they will account for forfeitures as they occur. We have elected to include an estimate of forfeitures in the computation of our share-based compensation expense. As this treatment is consistent with previous guidance, this election had no impact on our consolidated financial statements.

Consolidated statements of cash flows – The standard requires that excess tax benefits from share-based employee awards be reported as operating activities in the consolidated statements of cash flows. Previously, these cash flows were included in financing activities. We elected to apply this change on a prospective basis, resulting in an increase in net cash provided by operating activities and in net cash used by financing activities of $599 for the quarter ended March 31, 2016.

The standard requires that employee taxes paid when an employer withholds shares for tax-withholding purposes be reported as financing activities in the consolidated statements of cash flows. Previously, these cash flows were included in operating activities. This change was required to be applied on a retrospective basis. As such, the consolidated statement of cash flows for the prior period was restated. This change resulted in an increase in net cash provided by operating activities and in net cash used by financing activities of $851 for the quarter ended March 31, 2016 and $827 for the quarter ended March 31, 2015.

Accounting pronouncements not yet adopted – In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard provides revenue recognition guidance for any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other accounting standards. The standard also expands the required financial statement disclosures regarding revenue recognition. The new guidance is effective for us on January 1, 2018. In addition, in March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), and in April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing. Both of these standards are intended to

7


clarify aspects of ASU No. 2014-09 and are effective for us upon adoption of ASU No. 2014-09. We are currently assessing the impact of these standards on our consolidated financial statements, as well as the method of transition that we will use in adopting the new guidance.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The standard is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. The guidance is effective for us on January 1, 2018. We do not expect the application of this standard to have a significant impact on our results of operations or financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leasing. The standard is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities for virtually all leases and by requiring the disclosure of key information about leasing arrangements. The guidance is effective for us on January 1, 2019, and requires adoption using a modified retrospective approach. We are currently assessing the impact of this standard on our consolidated financial statements.


Note 3: Supplemental balance sheet information

Inventories and supplies – Inventories and supplies were comprised of the following:
(in thousands)
 
March 31,
2016
 
December 31,
2015
Raw materials
 
$
5,903

 
$
5,719

Semi-finished goods
 
8,039

 
8,208

Finished goods
 
22,974

 
24,955

Supplies
 
3,037

 
3,074

Inventories and supplies
 
$
39,953

 
$
41,956


Available-for-sale securities – Available-for-sale securities included within funds held for customers and other current assets were comprised of the following:
 
 
March 31, 2016
(in thousands)
 
Cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair value
Funds held for customers:(1)
 
 
 
 
 
 
 
 
Canadian and provincial government securities
 
$
8,493

 
$

 
$
(95
)
 
$
8,398

Canadian guaranteed investment certificates
 
7,690

 

 

 
7,690

Available-for-sale securities
 
$
16,183

 
$

 
$
(95
)
 
$
16,088


(1) Funds held for customers, as reported on the consolidated balance sheet as of March 31, 2016, also included cash of $37,182.
 
 
December 31, 2015
(in thousands)
 
Cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair value
Canadian and provincial government securities
 
$
7,932

 
$

 
$
(91
)
 
$
7,841

Canadian guaranteed investment certificates
 
7,226

 

 

 
7,226

Available-for-sale securities (funds held for customers)(1)
 
15,158




(91
)

15,067

Canadian money market fund (other current assets)
 
1,616

 

 

 
1,616

Available-for-sale securities
 
$
16,774

 
$

 
$
(91
)
 
$
16,683

 
(1) Funds held for customers, as reported on the consolidated balance sheet as of December 31, 2015, also included cash of $38,276.
 

8


Expected maturities of available-for-sale securities as of March 31, 2016 were as follows:
(in thousands)
 
Fair value
Due in one year or less
 
$
8,580

Due in two to five years
 
4,199

Due in six to ten years
 
3,309

Available-for-sale securities
 
$
16,088


Further information regarding the fair value of available-for-sale securities can be found in Note 8.

Assets held for sale – Assets held for sale as of March 31, 2016 and December 31, 2015 included the operations of one small business distributor that we previously acquired. The distributor is included in our Small Business Services segment and the assets acquired consisted primarily of a customer list intangible asset. We are actively marketing this distributor and expect the selling price will exceed its carrying value. Net assets held for sale consisted of the following:
(in thousands)
 
March 31,
2016
 
December 31,
2015
 
Balance sheet caption
Current assets
 
$
4

 
$
3

 
Other current assets
Intangibles
 
13,533

 
13,533

 
Assets held for sale
Other non-current assets
 
435

 
436

 
Assets held for sale
Accrued liabilities
 
(118
)
 
(366
)
 
Accrued liabilities
Deferred income tax liabilities
 
(5,772
)
 
(5,777
)
 
Other non-current liabilities
Net assets held for sale
 
$
8,082

 
$
7,829

 
 

Intangibles – Intangibles were comprised of the following:
 
 
March 31, 2016
 
December 31, 2015
(in thousands)
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Indefinite-lived intangibles:
 
 
 
 
 
 
 
 
 
 
 
 
Trade name
 
$
19,100

 
$

 
$
19,100

 
$
19,100

 
$

 
$
19,100

Amortizable intangibles:
 
 

 
 

 
 

 
 

 
 

 
 

Internal-use software
 
383,463

 
(319,260
)
 
64,203

 
375,037

 
(310,665
)
 
64,372

Customer lists/relationships
 
209,912

 
(62,567
)
 
147,345

 
202,682

 
(54,990
)
 
147,692

Trade names
 
64,881

 
(37,556
)
 
27,325

 
64,881

 
(36,325
)
 
28,556

Software to be sold
 
28,500

 
(4,557
)
 
23,943

 
28,500

 
(3,765
)
 
24,735

Other
 
2,859

 
(2,129
)
 
730

 
2,858

 
(2,002
)
 
856

Amortizable intangibles
 
689,615

 
(426,069
)

263,546


673,958


(407,747
)

266,211

Intangibles
 
$
708,715

 
$
(426,069
)

$
282,646


$
693,058


$
(407,747
)

$
285,311


Amortization of intangibles was $18,148 for the quarter ended March 31, 2016 and $13,750 for the quarter ended March 31, 2015. Based on the intangibles in service as of March 31, 2016, estimated future amortization expense is as follows:
(in thousands)
 
Estimated
amortization
expense
Remainder of 2016
 
$
49,804

2017
 
53,575

2018
 
39,544

2019
 
28,717

2020
 
23,978



9


During the quarter ended March 31, 2016, we acquired internal-use software in the normal course of business. We also acquired other intangible assets in conjunction with acquisitions (Note 6). The following intangible assets were acquired during the quarter ended March 31, 2016:
(in thousands)
 
Amount
 
Weighted-average amortization period
(in years)
Internal-use software
 
$
8,150

 
3
Customer lists/relationships
 
6,997

 
7
Acquired intangibles
 
$
15,147

 
5

Goodwill – Changes in goodwill during the quarter ended March 31, 2016 were as follows:
(in thousands)
 
Small
Business
Services
 
Financial
Services
 
Direct
Checks
 
Total
Balance, December 31, 2015:
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
671,295

 
$
176,614

 
$
148,506

 
$
996,415

Accumulated impairment charges
 
(20,000
)
 

 

 
(20,000
)
Goodwill, net of accumulated impairment charges
 
651,295

 
176,614


148,506


976,415

Currency translation adjustment
 
93

 

 

 
93

Balance, March 31, 2016:
 
 

 
 

 
 

 
 

Goodwill, gross
 
671,388

 
176,614

 
148,506

 
996,508

Accumulated impairment charges
 
(20,000
)
 

 

 
(20,000
)
Goodwill, net of accumulated impairment charges
 
$
651,388

 
$
176,614


$
148,506


$
976,508


Other non-current assets – Other non-current assets were comprised of the following:
(in thousands)
 
March 31,
2016
 
December 31,
2015
Contract acquisition costs
 
$
60,952

 
$
58,792

Loans and notes receivable from distributors
 
23,663

 
23,957

Postretirement benefit plan asset
 
17,236

 
16,250

Deferred advertising costs
 
6,962

 
7,500

Restricted cash
 
5,951

 

Other
 
4,925

 
5,310

Other non-current assets
 
$
119,689

 
$
111,809


Restricted cash as of March 31, 2016 related to funds held in escrow for the acquisition of a small business distributor that closed in April 2016. Changes in restricted cash are included within other investing activities in the consolidated statement of cash flows for the quarter ended March 31, 2016.


10


Changes in contract acquisition costs during the quarters ended March 31, 2016 and 2015 were as follows:
 
 
Quarter Ended
March 31,
(in thousands)
 
2016
 
2015
Balance, beginning of year
 
$
58,792

 
$
74,101

Additions(1)
 
6,792

 
1,907

Amortization
 
(4,607
)
 
(4,831
)
Other
 
(25
)
 
(2,259
)
Balance, end of period
 
$
60,952

 
$
68,918

 
(1) Contract acquisition costs are accrued upon contract execution. Cash payments made for contract acquisition costs were $9,259 for the quarter ended March 31, 2016 and $2,947 for the quarter ended March 31, 2015.

Accrued liabilities – Accrued liabilities were comprised of the following:
(in thousands)
 
March 31,
2016
 
December 31,
2015
Funds held for customers
 
$
52,120

 
$
52,366

Deferred revenue
 
41,458

 
48,119

Income taxes
 
26,212

 
6,573

Customer rebates
 
16,017

 
18,900

Employee profit sharing/cash bonus
 
11,475

 
40,683

Contract acquisition costs due within one year
 
8,096

 
9,045

Restructuring due within one year (Note 9)
 
2,764

 
3,864

Other
 
52,676

 
48,873

Accrued liabilities
 
$
210,818

 
$
228,423




11


Note 4: Earnings per share

The following table reflects the calculation of basic and diluted earnings per share. During each period, certain stock options, as noted below, were excluded from the calculation of diluted earnings per share because their effect would have been antidilutive. 
 
 
Quarter Ended
March 31,
(dollars and shares in thousands, except per share amounts)
 
2016
 
2015
Earnings per share – basic:
 
 
 
 
Net income
 
$
58,102

 
$
45,940

Income allocated to participating securities
 
(461
)
 
(293
)
Income available to common shareholders
 
$
57,641

 
$
45,647

Weighted-average shares outstanding
 
48,780

 
49,699

Earnings per share – basic
 
$
1.18

 
$
0.92

 
 
 
 
 
Earnings per share – diluted:
 
 

 
 

Net income
 
$
58,102

 
$
45,940

Income allocated to participating securities
 
(459
)
 
(291
)
Re-measurement of share-based awards classified as liabilities
 
205

 
179

Income available to common shareholders
 
$
57,848

 
$
45,828

Weighted-average shares outstanding
 
48,780

 
49,699

Dilutive impact of potential common shares
 
395

 
408

Weighted-average shares and potential common shares outstanding
 
49,175

 
50,107

Earnings per share – diluted
 
$
1.18

 
$
0.91

Antidilutive options excluded from calculation
 
693

 
265





12


Note 5: Other comprehensive income

Reclassification adjustments Information regarding amounts reclassified from accumulated other comprehensive loss to net income was as follows:
Accumulated other comprehensive loss components
 
Amounts reclassified from accumulated other comprehensive loss
 
Affected line item in consolidated statements of comprehensive income
 
 
Quarter Ended
March 31,
 
 
(in thousands)
 
2016
 
2015
 
 
Amortization of postretirement benefit plan items:
 
 
 
 
 
 
Prior service credit
 
$
355

 
$
355

 
(1) 
Net actuarial loss
 
(949
)
 
(780
)
 
(1) 
Total amortization
 
(594
)
 
(425
)
 
(1) 
Tax benefit
 
181

 
114

 
(1) 
Total reclassifications, net of tax
 
$
(413
)
 
$
(311
)
 
 

(1) Amortization of postretirement benefit plan items is included in the computation of net periodic benefit income. Additional details can be found in Note 10.

Accumulated other comprehensive loss Changes in the components of accumulated other comprehensive loss during the quarter ended March 31, 2016 were as follows:
(in thousands)
 
Postretirement benefit plans, net of tax
 
Net unrealized loss on marketable securities,
net of tax
 
Currency translation adjustment
 
Accumulated other comprehensive loss
Balance, December 31, 2015
 
$
(38,822
)
 
$
(114
)
 
$
(16,267
)
 
$
(55,203
)
Other comprehensive income before reclassifications
 

 
1

 
4,676

 
4,677

Amounts reclassified from accumulated other comprehensive loss
 
413

 

 

 
413

Net current-period other comprehensive income
 
413

 
1

 
4,676

 
5,090

Balance, March 31, 2016
 
$
(38,409
)
 
$
(113
)
 
$
(11,591
)
 
$
(50,113
)


Note 6: Acquisitions

We periodically complete business combinations that align with our business strategy. The assets and liabilities acquired are recorded at their estimated fair values and the results of operations of each acquired business are included in our consolidated statements of comprehensive income from their acquisition dates. Transaction costs related to acquisitions were expensed as incurred and were not significant to the consolidated statements of comprehensive income for the quarters ended March 31, 2016 and 2015. During the quarter ended March 31, 2016, we completed the following acquisitions:
In February 2016, we acquired selected assets of Category 99, Inc., doing business as MacHighway®, a web hosting and domain registration service provider. The results of this business are included in our Small Business Services segment. We expect to finalize the allocation of the purchase price by the third quarter of 2016 when our valuation of all of the acquired assets and liabilities is completed, including the estimated useful life of the acquired customer list.
In March 2016, we acquired selected assets of New England Art Publishers, Inc., doing business as Birchcraft Studios, a supplier of personalized invitations, holiday cards, all-occasion cards and social announcements. The results of this business are included in our Small Business Services segment. We expect to finalize the allocation of the purchase price by the third quarter of 2016 when our valuation of all of the acquired assets and liabilities is completed, including the estimated useful life of the acquired customer list.
During the quarter ended March 31, 2016, we acquired the operations of four small business distributors. The results of these businesses are included in our Small Business Services segment. As these distributors were previously part of

13


our Safeguard® distributor network, our revenue was not impacted by these acquisitions and the impact to our costs was not significant. We expect to finalize the allocations of the purchase price by the third quarter of 2016 when our valuations of the acquired customer lists are completed, including the determination of the related estimated useful lives.

As our acquisitions were immaterial to our operating results both individually and in the aggregate, pro forma results of operations are not provided. The following illustrates the preliminary allocation as of March 31, 2016 of the aggregate purchase price for the above acquisitions to the assets acquired:
(in thousands)
 
2016 acquisitions
Customer list intangible assets
 
$
6,997

Liabilities for holdback payments
 
(1,194
)
Non-cash consideration(1)
 
(277
)
Net cash paid for 2016 acquisitions
 
5,526

Holdback payments for prior year acquisitions
 
1,141

Payments for acquisitions, net of cash acquired
 
$
6,667


(1) Consists of pre-acquisition amounts owed to us by certain of the acquired businesses.

Further information regarding the calculation of the estimated fair values of the intangibles acquired can be found in Note 8.
During the quarter ended March 31, 2015, we acquired selected assets of Range, Inc., a marketing services provider; selected assets of Verify Valid LLC, a provider of electronic check payment services; and the operations of one small business distributor that was previously part of our Safeguard distributor network. The assets acquired consisted primarily of customer list intangible assets and goodwill. Payments for acquisitions, net of cash acquired, as presented on the consolidated statement of cash flows for the quarter ended March 31, 2015, included payments of $7,558 for these acquisitions and $26 for holdback payments for prior year acquisitions. Further information regarding our 2015 acquisitions can be found under the caption “Note 5: Acquisitions” in the Notes to Consolidated Financial Statements appearing in the 2015 Form 10-K.


Note 7: Derivative financial instruments

We have entered into interest rate swaps, which we designated as fair value hedges, to hedge against changes in the fair value of our long-term debt. At the time we entered into these swaps in 2012, we were targeting a mix of fixed and variable rate debt, where we receive a fixed rate and pay a variable rate based on the London Interbank Offered Rate (LIBOR). The interest rate swaps related to our long-term debt due in 2020 have a notional amount of $200,000 and meet the criteria for using the short-cut method for a fair value hedge based on the structure of the hedging relationship. As such, changes in the fair value of the derivatives and the related long-term debt are equal. The fair value of these interest rate swaps was included in other non-current liabilities in the consolidated balance sheets and was $714 as of March 31, 2016 and $4,842 as of December 31, 2015. As the short-cut method is being used to account for these hedges, the decrease in long-term debt due to fair value adjustments was also $714 as of March 31, 2016 and $4,842 as of December 31, 2015.


Note 8: Fair value measurements

2016 acquisitions – For all acquisitions, we are required to measure the fair value of the net identifiable tangible and intangible assets and liabilities acquired, excluding goodwill and deferred income taxes. Information regarding the acquisitions completed during the quarter ended March 31, 2016 can be found in Note 6. The identifiable net assets acquired during the quarter ended March 31, 2016 were comprised of customer lists associated with the acquisitions of MacHighway and Birchcraft, as well as the acquisition of four small business distributors. The aggregate fair value of the acquired customer lists was $6,997 and was estimated by discounting the estimated cash flows expected to be generated by the assets. Assumptions used in the calculations included same-customer revenue growth rates and estimated customer retention rates based on the acquirees' historical information. Information regarding the useful lives of acquired intangibles can be found in Note 3.

Recurring fair value measurements – Funds held for customers included available-for-sale marketable securities (Note 3). These securities consisted of a mutual fund investment that invests in Canadian and provincial government securities and

14


investments in Canadian guaranteed investment certificates (GICs) with maturities of one year or less. The mutual fund is not traded in an active market and its fair value is determined by obtaining quoted prices in active markets for the underlying securities held by the fund. The fair value of the GICs approximated cost due to their relatively short duration. Unrealized gains and losses, net of tax, are included in accumulated other comprehensive loss in the consolidated balance sheets. The cost of securities sold is determined using the average cost method. Realized gains and losses are included in revenue in the consolidated statements of comprehensive income and were not significant for the quarters ended March 31, 2016 and 2015.

Other current assets as of December 31, 2015 included available-for-sale marketable securities (Note 3). These securities were sold during the quarter ended March 31, 2016, and consisted of a Canadian money market fund that was not traded in an active market. As such, the fair value of this investment was determined by obtaining quoted prices in active markets for the underlying securities held by the fund. Because of the short-term nature of the underlying investments, the cost of these securities approximated their fair value. No gains or losses on sales of these marketable securities were realized during the quarters ended March 31, 2016 and 2015.

We have elected to account for a long-term investment in domestic mutual funds under the fair value option for financial assets and financial liabilities. The fair value option provides companies an irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The investment is included in long-term investments in the consolidated balance sheets. Long-term investments also include the cash surrender values of company-owned life insurance policies. Realized and unrealized gains and losses, as well as dividends earned by the mutual fund investment, are included in selling, general and administrative (SG&A) expense in the consolidated statements of comprehensive income. This investment corresponds to a liability under an officers’ deferred compensation plan that is not available to new participants and is fully funded by the investment in mutual funds. The liability under the plan equals the fair value of the investment in mutual funds. Thus, as the value of the investment changes, the value of the liability changes accordingly. As changes in the liability are reflected within SG&A expense in the consolidated statements of comprehensive income, the fair value option of accounting for the investment in mutual funds allows us to net changes in the investment and the related liability in the statements of comprehensive income. The cost of securities sold is determined using the average cost method. During the quarters ended March 31, 2016 and 2015, net realized gains were not significant. We recognized net unrealized losses of $377 during the quarter ended March 31, 2016 and $187 during the quarter ended March 31, 2015.

The fair value of interest rate swaps (Note 7) is determined at each reporting date by means of a pricing model utilizing readily observable market interest rates. The change in fair value is determined as the change in the present value of estimated future cash flows discounted using the LIBOR rate. Our interest rate swaps relate to our long-term debt due in 2020 and meet the criteria for using the short-cut method for a fair value hedge based on the structure of the hedging relationship. As such, the changes in the fair value of the derivative and related long-term debt are equal.

Liabilities for contingent consideration related to acquisitions completed during 2015. Information concerning these acquisitions can be found under the caption "Note 5: Acquisitions" in the Notes to Consolidated Financial Statements included in the 2015 Form 10-K. Under the agreement related to the acquisition of Verify Valid, we are required to make annual contingent payments over a period of up to eight years, based on the revenue generated by the business. A specified payment percentage for each year is applied to the revenue generated by the business in that year to determine the amount of the payment. There is no maximum amount of contingent payments specified in the agreement. Under the agreement related to the acquisition of a small business distributor, we are required to make annual contingent payments over a period of up to three years, based on the gross profit generated by the business. A specified payment percentage for each year is applied to the gross profit generated by the business in that year to determine the amount of the payment. The maximum contingent payment in any year of the agreement is $925. The fair value of the liabilities for contingent payments is estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in the calculations include the discount rate, projected revenue or gross profit based on our most recent internal forecast, and factors indicating the probability of achieving the forecasted revenue or gross profit. The liabilities are remeasured each reporting period. Increases or decreases in projected revenue or gross profit and the related probabilities may result in a higher or lower fair value measurement. Changes in fair value resulting from changes in the timing, amount of, or likelihood of contingent payments are included in SG&A expense in the consolidated statements of comprehensive income. Changes in fair value resulting from accretion for the passage of time are included in interest expense in the consolidated statements of comprehensive income.


15


Information regarding recurring fair value measurements completed during each period was as follows:
 
 
 
 
Fair value measurements using
 
 
Fair value as of
 March 31, 2016
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
(in thousands)
 
 
(Level 1)
 
 (Level 2)
 
(Level 3)
Available-for-sale marketable securities (funds held for customers)
 
$
16,088


$

 
$
16,088

 
$

Long-term investment in mutual funds
 
1,647

 
1,647

 

 

Derivative liabilities
 
(714
)
 

 
(714
)
 

Accrued contingent consideration
 
(5,669
)
 

 

 
(5,669
)
 
 
 
 
Fair value measurements using
 
 
Fair value as of
December 31, 2015
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
(in thousands)
 
 
(Level 1)
 
(Level 2)
 
(Level 3)
Available-for-sale marketable securities (funds held for customers)
 
$
15,067

 
$

 
$
15,067

 
$

Available-for-sale marketable securities (other current assets)
 
1,616

 

 
1,616

 

Long-term investment in mutual funds
 
2,091

 
2,091

 

 

Derivative liabilities
 
(4,842
)
 

 
(4,842
)
 

Accrued contingent consideration
 
(5,861
)
 

 

 
(5,861
)

Our policy is to recognize transfers between fair value levels as of the end of the reporting period in which the transfer occurred. There were no transfers between fair value levels during the quarter ended March 31, 2016.

Changes in accrued contingent consideration during the quarter ended March 31, 2016 were as follows:
(in thousands)
 
Quarter Ended
March 31, 2016
Balance, December 31, 2015
 
$
5,861

Change in fair value
 
184

Payments
 
(376
)
Balance, March 31, 2016
 
$
5,669


Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

Cash, short-term borrowings, and cash included within funds held for customers – The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.

Loans and notes receivable from distributors – We have receivables for loans made to certain of our Safeguard distributors. In addition, we have acquired the operations of several small business distributors, which we then sold to our Safeguard distributors. In most cases, we entered into notes receivable upon the sale of the assets to the distributors. The fair value of these loans and notes receivable is calculated as the present value of expected future cash flows, discounted using an estimated interest rate based on published bond yields for companies of similar risk.

Long-term debt – The fair value of long-term debt is based on significant observable market inputs other than quoted prices in active markets. The fair value of long-term debt included in the table below does not reflect the impact of hedging activity or debt issuance costs. The carrying amount of long-term debt includes the change in fair value of hedged long-term debt, as well as unamortized debt issuance costs (Note 11).


16


The estimated fair values of these financial instruments were as follows:
 
 
 
 
Fair value measurements using
 
 
March 31, 2016
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
(in thousands)
 
Carrying value
 
Fair value
 
(Level 1)
 
(Level 2)
 
(Level 3)
Cash
 
$
71,010

 
$
71,010

 
$
71,010

 
$

 
$

Cash (funds held for customers)
 
37,182

 
37,182

 
37,182

 

 

Loans and notes receivable from distributors
 
25,756

 
23,057

 

 

 
23,057

Short-term borrowings
 
416,000

 
416,000

 
416,000

 

 

Long-term debt(1)
 
197,151

 
210,756

 

 
210,756

 


(1) Amounts exclude capital lease obligations.
 
 
 
 
Fair value measurements using
 
 
December 31, 2015
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
(in thousands)
 
Carrying value
 
Fair value
 
(Level 1)
 
(Level 2)
 
(Level 3)
Cash
 
$
62,427

 
$
62,427

 
$
62,427

 
$

 
$

Cash (funds held for customers)
 
38,276

 
38,276

 
38,276

 

 

Loans and notes receivable from distributors
 
25,745

 
23,383

 

 

 
23,383

Short-term borrowings
 
434,000

 
434,000

 
434,000

 

 

Long-term debt(1)
 
192,909

 
207,000

 

 
207,000

 


(1) Amounts exclude capital lease obligations.


Note 9: Restructuring charges

Net restructuring charges for each period consisted of the following components:
 
 
Quarter Ended
March 31,
(in thousands, except number of employees)
 
2016
 
2015
Severance accruals
 
$
891

 
$
743

Severance reversals
 
(372
)
 
(524
)
Operating lease obligations
 
59

 

Net restructuring accruals
 
578

 
219

Other costs
 
290

 
45

Net restructuring charges
 
$
868

 
$
264

Number of employees included in severance accruals
 
25

 
40



17


The net restructuring charges are reflected in the consolidated statements of comprehensive income as follows:
 
 
Quarter Ended
March 31,
(in thousands)
 
2016
 
2015
Total cost of revenue
 
$
(11
)
 
$
(3
)
Operating expenses
 
879

 
267

Net restructuring charges
 
$
868

 
$
264


During the quarters ended March 31, 2016 and March 31, 2015, the net restructuring accruals included severance charges related to employee reductions across functional areas as we continue to reduce costs, primarily within our sales and marketing, information technology and fulfillment functions. These charges were reduced by the reversal of restructuring accruals recorded in previous periods, as fewer employees received severance benefits than originally estimated. Other restructuring costs, which were expensed as incurred, included items such as information technology costs, employee and equipment moves, training and travel related to our restructuring activities.

Restructuring accruals of $2,764 as of March 31, 2016 and $3,864 as of December 31, 2015 are included in accrued liabilities in the consolidated balance sheets. The majority of the employee reductions are expected to be completed by mid-2016, and we expect most of the related severance payments to be paid by the end of 2016, utilizing cash from operations. The remaining payments due under operating lease obligations will paid by the end of 2016. As of March 31, 2016, approximately 10 employees had not yet started to receive severance benefits.

Accruals for our restructuring initiatives, summarized by year, were as follows:
(in thousands)
 
2014
 initiatives
 
2015
 initiatives
 
2016
initiatives
 
Total
Balance, December 31, 2015
 
$
176

 
$
3,688

 
$

 
$
3,864

Restructuring charges
 

 
5

 
945

 
950

Restructuring reversals
 
(111
)
 
(261
)
 

 
(372
)
Payments
 
(58
)
 
(1,494
)
 
(126
)
 
(1,678
)
Balance, March 31, 2016
 
$
7

 
$
1,938

 
$
819

 
$
2,764

Cumulative amounts:
 
 

 
 
 
 
 
 

Restructuring charges
 
$
8,242

 
$
6,132

 
$
945

 
$
15,319

Restructuring reversals
 
(1,444
)
 
(719
)
 

 
(2,163
)
Payments
 
(6,791
)
 
(3,475
)
 
(126
)
 
(10,392
)
Balance, March 31, 2016
 
$
7


$
1,938

 
$
819

 
$
2,764



18


The components of our restructuring accruals, by segment, were as follows:
 
 
Employee severance benefits
 
Operating lease obligations
 
 
(in thousands)
 
Small Business Services
 
Financial Services
 
Direct Checks
 
 
Corporate
 
Small Business Services
 
Financial Services
 
Total
Balance, December 31, 2015
 
$
1,023

 
$
884

 
$

 
$
1,859

 
$
56

 
$
42

 
$
3,864

Restructuring charges
 
481

 
56

 

 
354

 
59

 

 
950

Restructuring reversals
 
(80
)
 
(37
)
 

 
(255
)
 

 

 
(372
)
Payments
 
(641
)
 
(305
)
 

 
(682
)
 
(34
)
 
(16
)
 
(1,678
)
Balance, March 31, 2016
 
$
783

 
$
598


$


$
1,276


$
81

 
$
26


$
2,764

Cumulative amounts(1):
 
 

 
 

 
 

 
 

 
 

 
 
 
 

Restructuring charges
 
$
6,206

 
$
4,315

 
$
36

 
$
4,365

 
$
344

 
$
53

 
$
15,319

Restructuring reversals
 
(1,280
)
 
(348
)
 
(2
)
 
(533
)
 

 

 
(2,163
)
Inter-segment transfer
 
41

 
(14
)
 

 
(27
)
 

 

 

Payments
 
(4,184
)
 
(3,355
)
 
(34
)
 
(2,529
)
 
(263
)
 
(27
)
 
(10,392
)
Balance, March 31, 2016
 
$
783

 
$
598


$


$
1,276


$
81

 
$
26


$
2,764


(1) Includes accruals related to our cost reduction initiatives for 2014 through 2016.


Note 10: Postretirement benefits

We have historically provided certain health care benefits for a portion of our retired U.S. employees. In addition to our retiree health care plan, we also have a supplemental executive retirement plan in the United States. Further information regarding our postretirement benefit plans can be found under the caption “Note 12: Postretirement benefits” in the Notes to Consolidated Financial Statements appearing in the 2015 Form 10-K.

Postretirement benefit income for each period consisted of the following components:
 
 
Quarter Ended
March 31,
(in thousands)
 
2016
 
2015
Interest cost
 
$
780

 
$
859

Expected return on plan assets
 
(1,834
)
 
(1,958
)
Amortization of prior service credit
 
(355
)
 
(355
)
Amortization of net actuarial losses
 
949

 
780

Net periodic benefit income
 
$
(460
)
 
$
(674
)



19


Note 11: Debt

Debt outstanding was comprised of the following:
(in thousands)
 
March 31,
2016
 
December 31,
2015
6.0% senior notes due November 15, 2020, principal amount
 
$
200,000

 
$
200,000

Less unamortized debt issuance costs
 
(2,135
)
 
(2,249
)
Cumulative change in fair value of hedged debt (Note 7)
 
(714
)
 
(4,842
)
6.0% senior notes, carrying value
 
197,151

 
192,909

Long-term portion of capital lease obligations
 
876

 
1,064

Long-term portion of debt
 
198,027

 
193,973

Amount drawn on credit facility
 
416,000

 
434,000

Capital lease obligations due within one year
 
1,040

 
1,045

Total debt
 
$
615,067

 
$
629,018


Our senior notes due in 2020 include covenants that place certain restrictions on the issuance of additional debt and limitations on certain liens. If our ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to interest expense, as defined in such instruments, falls below two to one, there would be additional limitations on our ability to issue additional debt. The notes due in 2020 also include limitations on our ability to issue redeemable stock and preferred stock, make loans and investments, and consolidate, merge or sell all or substantially all of our assets. Absent certain defined events of default under our debt instruments, and as long as our ratio of EBITDA to interest expense is in excess of two to one, our debt covenants do not restrict our ability to pay cash dividends at our current rate. There are currently no limitations on the amount of dividends and share repurchases under the terms of our credit facility agreement. However, if our leverage ratio, defined as total debt less unrestricted cash to EBITDA, should exceed 2.75 to one, there would be an annual limitation on the amount of dividends and share repurchases under the terms of this agreement.

Long-term debt – In November 2012, we issued $200,000 of 6.0% senior notes maturing on November 15, 2020. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. These notes were subsequently registered with the Securities and Exchange Commission (SEC) via a registration statement that became effective on April 3, 2013. Interest payments are due each May and November. The notes are guaranteed by certain of our subsidiaries and place a limitation on restricted payments, including share repurchases and increases in dividend levels. The limitation on restricted payments does not apply if the notes are upgraded to an investment-grade credit rating. Financial information for the guarantor subsidiaries can be found in Note 15. At any time prior to November 15, 2016, we may redeem some or all of the notes at a price equal to 100% of the principal amount plus accrued and unpaid interest and a make-whole premium. At any time on or after November 15, 2016, we may redeem some or all of the notes at prices ranging from 100% to 103% of the principal amount. If at any time we sell certain of our assets or experience specific types of changes in control, we must offer to purchase all of the outstanding notes at 101% of the principal amount. We classify payments for early redemption premiums as financing activities in our consolidated statements of cash flows. Proceeds from the offering, net of offering costs, were $196,340. These proceeds were used to retire our senior notes that were due in June 2015. The fair value of the notes issued in November 2012 was $210,756 as of March 31, 2016, based on quoted prices that are directly observable. As discussed in Note 7, we have entered into interest rate swaps to hedge these notes.

In March 2011, we issued $200,000 of 7.0% senior notes that were schedule to mature on March 15, 2019. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. These notes were subsequently registered with the SEC via a registration statement that became effective on January 10, 2012. Proceeds from the offering, net of offering costs, were $196,195. These proceeds were used to retire a portion of our senior, unsecured notes due in 2012. In March 2015, we retired all of these notes, realizing a loss on early debt extinguishment of $8,917 during the quarter ended March 31, 2015, consisting of a contractual call premium and the write-off of related debt issuance costs. This retirement was funded utilizing our credit facility and a short-term bank loan that we have since repaid.

We had capital lease obligations of $1,916 as of March 31, 2016 and $2,109 as of December 31, 2015 related to information technology hardware. The lease obligations will be paid through December 2019. The related assets are included in property, plant and equipment in the consolidated balance sheets. Depreciation of the leased assets is included in depreciation expense in the consolidated statements of cash flows.


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Short-term borrowings – As of March 31, 2016, we had a $525,000 credit facility, which is scheduled to expire in February 2019. Our quarterly commitment fee ranges from 0.20% to 0.40% based on our leverage ratio. Borrowings under the credit facility are collateralized by substantially all of our personal and intangible property. As of March 31, 2016, $416,000 was drawn on our credit facility at a weighted-average interest rate of 1.89%. As of December 31, 2015, $434,000 was drawn on our credit facility at a weighted-average interest rate of 1.89%.

The credit agreement governing our credit facility contains customary covenants regarding limits on levels of subsidiary indebtedness and capital expenditures, liens, investments, acquisitions, certain mergers, certain asset sales outside the ordinary course of business, and change in control as defined in the agreement. The agreement also contains financial covenants regarding our leverage ratio, interest coverage and liquidity.

In March 2015, we entered into a $75,000 short-term variable rate bank loan. Proceeds from this loan, net of related costs, were $74,880 and were used, along with a draw on our credit facility, to retire all $200,000 of our 7.0% senior notes that were scheduled to mature on March 15, 2019. During December 2015, we elected to repay this loan in full.

Daily average amounts outstanding under our short-term borrowing arrangements were as follows:
(in thousands)
 
Quarter Ended
March 31, 2016
 
Year Ended
December 31, 2015
Credit facility:
 
 
 
 
Daily average amount outstanding
 
$
431,264

 
$
270,063

Weighted-average interest rate
 
1.81
%
 
1.66
%
Short-term bank loan:
 
 
 
 
Daily average amount outstanding
 
$

 
$
47,178

Weighted-average interest rate
 

 
1.59
%

As of March 31, 2016, amounts were available for borrowing under our credit facility as follows:
(in thousands)
 
Total
available
Credit facility commitment
 
$
525,000

Amount drawn on credit facility
 
(416,000
)
Outstanding letters of credit(1)
 
(12,737
)
Net available for borrowing as of March 31, 2016
 
$
96,263


(1) We use standby letters of credit to collateralize certain obligations related primarily to our self-insured workers’ compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our credit facility.


Note 12:  Other commitments and contingencies

Indemnifications – In the normal course of business, we periodically enter into agreements that incorporate general indemnification language. These indemnifications encompass third-party claims arising from our products and services, including, without limitation, service failures, breach of security, intellectual property rights, governmental regulations and/or employment-related matters. Performance under these indemnities would generally be triggered by our breach of the terms of the contract. In disposing of assets or businesses, we often provide representations, warranties and/or indemnities to cover various risks, including, for example, unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, we do not believe that any liability under these indemnities would have a material adverse effect on our financial position, annual results of operations or annual cash flows. We have recorded liabilities for known indemnifications related to environmental matters.

Environmental matters – We are currently involved in environmental compliance, investigation and remediation activities at some of our current and former sites, primarily printing facilities of our Financial Services and Small Business Services segments that have been sold. Remediation costs are accrued on an undiscounted basis when the obligations are either known or considered probable and can be reasonably estimated. Remediation or testing costs that result directly from the sale

21


of an asset and which we would not have otherwise incurred are considered direct costs of the sale of the asset. As such, they are included in our measurement of the carrying value of the asset sold.

Accruals for environmental matters were $5,649 as of March 31, 2016 and $5,952 as of December 31, 2015, primarily related to facilities that have been sold. These accruals are included in accrued liabilities and other non-current liabilities in the consolidated balance sheets. Accrued costs consist of direct costs of the remediation activities, primarily fees that will be paid to outside engineering and consulting firms. Although recorded accruals include our best estimates, our total costs cannot be predicted with certainty due to various factors such as the extent of corrective action that may be required, evolving environmental laws and regulations and advances in environmental technology. Where the available information is sufficient to estimate the amount of the liability, that estimate is used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range is recorded. We do not believe that the range of possible outcomes could have a material effect on our financial condition, results of operations or liquidity. Expense reflected in the consolidated statements of comprehensive income for environmental matters was $171 for the quarter ended March 31, 2016 and $293 for the quarter ended March 31, 2015.

We purchased an insurance policy during 2002 that covers up to $10,000 of third-party claims through 2032 at certain owned, leased and divested sites, as well as any conditions discovered at certain owned or leased sites through 2012. We also have an additional environmental site liability insurance policy providing coverage on facilities that we acquired subsequent to 2002. This policy covers liability for claims of bodily injury or property damage arising from pollution events at the covered facilities. The policy also provides remediation coverage should we be required by a governing authority to perform remediation activities at the covered sites. The policy provides coverage of up to $15,000 through April 2019. No accruals have been recorded in our consolidated financial statements for any of the events contemplated in these insurance policies. We do not anticipate significant net cash outlays for environmental matters during 2016.

Self-insurance – We are self-insured for certain costs, primarily workers' compensation claims and medical and dental benefits for active employees and those employees on long-term disability. The liabilities associated with these items represent our best estimate of the ultimate obligations for reported claims plus those incurred, but not reported, and totaled $6,328 as of March 31, 2016 and $6,457 as of December 31, 2015. These accruals are included in accrued liabilities and other non-current liabilities in the consolidated balance sheets. Our workers' compensation liability is accounted for on a present value basis. The difference between the discounted and undiscounted liability was not significant as of March 31, 2016 or December 31, 2015.

Our self-insurance liabilities are estimated, in part, by considering historical claims experience, demographic factors and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future events and claims differ from these assumptions and historical trends.

Litigation – On September 2, 2014, one of our suppliers filed a petition for binding arbitration under the Commercial Rules of the American Arbitration Association, alleging that it is entitled to additional payment from us under our reseller agreement and seeking damages of up to approximately $43,000. We did not record a liability for damages in connection with this matter in our consolidated balance sheets. In March 2016, the arbitrator rejected all of the supplier's claims and ruled in our favor.

Recorded liabilities for legal matters were not material to our financial position, results of operations or liquidity, and we do not believe that any of the currently identified claims or litigation will materially affect our financial position, results of operations or liquidity upon resolution. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on our financial position, results of operations or liquidity for the period in which the ruling occurs or in future periods.


Note 13: Shareholders’ equity

We have an outstanding authorization from our board of directors to purchase up to 10,000 shares of our common stock. This authorization has no expiration date, and 688 shares remained available for purchase under this authorization as of March 31, 2016. During the quarter ended March 31, 2016, we repurchased 278 shares for $15,004.

In May 2016, our board of directors approved an additional authorization for the repurchase of up to $300,000 of our common stock. This authorization has no expiration date.



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Note 14: Business segment information

We operate three reportable business segments: Small Business Services, Financial Services and Direct Checks. Our business segments are generally organized by type of customer served and reflect the way we manage the company. Small Business Services promotes and sells products and services to small businesses via direct response mail and internet advertising; referrals from financial institutions, telecommunications clients and other partners; our networks of distributors and independent dealers; a direct sales force that focuses on selling to and through major accounts; and an outbound telemarketing group. Financial Services' products and services are sold primarily through a direct sales force, which executes product and service supply contracts with our financial institution clients nationwide, including banks, credit unions and financial services companies. In the case of check supply contracts, once the financial institution relationship is established, consumers may submit their check orders through their financial institution or over the phone or internet. Direct Checks sells products and services directly to consumers using direct marketing, including print advertising and search engine marketing and optimization strategies. All three segments operate primarily in the United States. Small Business Services also has operations in Canada and portions of Europe.

Our product and service offerings are comprised of the following:

Checks – We remain one of the largest providers of checks in the United States. During 2015, checks represented 40.1% of our Small Business Services segment's revenue, 59.7% of our Financial Services segment's revenue and 84.6% of our Direct Checks segment's revenue.

Marketing solutions and other services – We offer products and services that help small businesses and/or financial institutions promote their businesses and acquire customers, as well as various other service offerings. Our Small Business Services segment offers services designed to fulfill the marketing and sales needs of small businesses, including logo and web design; hosting and other web services; search engine optimization; marketing programs, including email, mobile, social media and other self-service marketing solutions; and digital printing services. In addition, Small Business Services offers specialized services, including fraud protection and security, payroll services and electronic checks, as well as promotional solutions such as postcards, brochures, retail packaging supplies, apparel, greeting cards and business cards. Financial Services offers a suite of financial technology ("FinTech") solutions focused on enabling financial institutions to better manage the customer life cycle for their retail and commercial customers. These FinTech solutions include outsourced marketing campaign targeting and execution, digital channel onboarding, loyalty and rewards, technology-enabled treasury services, financial performance management, and fraud protection and security services. Our Direct Checks segment provides fraud protection and security services, as well as package insert programs under which companies' marketing materials are included in our check packages.

Forms – Our Small Business Services segment provides printed forms to small businesses, including deposit tickets, billing forms, work orders, job proposals, purchase orders, invoices and personnel forms. This segment also offers computer forms compatible with accounting software packages commonly used by small businesses. Forms sold by our Financial Services and Direct Checks segments include deposit tickets and check registers.

Accessories and other products – Small Business Services offers products designed to supply small business owners with the customized documents necessary to efficiently manage their business, including envelopes, office supplies, stamps and labels. Our Financial Services and Direct Checks segments offer checkbook covers and stamps.

The accounting policies of the segments are the same as those described in the Notes to Consolidated Financial Statements included in the 2015 Form 10-K. We allocate corporate costs for our shared services functions to our business segments, including costs of our executive management, human resources, supply chain, finance, information technology and legal functions. Generally, where costs incurred are directly attributable to a business segment, primarily within the areas of information technology, supply chain, finance and legal, those costs are charged directly to that segment. Because we use a shared services approach for many of our functions, certain costs are not directly attributable to a business segment. These costs are allocated to our business segments based on segment revenue, as revenue is a measure of the relative size and magnitude of each segment and indicates the level of corporate shared services consumed by each segment. Corporate assets are not allocated to the segments and consist of property, plant and equipment; internal-use software; and inventories and supplies related to our corporate shared services functions of manufacturing, information technology and real estate, as well as long-term investments.

We are an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations and the sharing of assets. Therefore, we do not represent that these segments, if operated independently, would report the operating income and other financial information shown.


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The following is our segment information as of and for the quarters ended March 31, 2016 and 2015:
 
 
 
 
Reportable Business Segments
 
 
 
 
(in thousands)
 
 
 
Small Business Services
 
Financial Services
 
Direct Checks
 
Corporate
 
Consolidated
Total revenue from external
 
2016
 
$
290,271

 
$
127,248

 
$
41,779

 
$

 
$
459,298

customers:
 
2015
 
276,966

 
111,540

 
45,111

 

 
433,617

Operating income:
 
2016
 
51,151

 
26,725

 
14,767

 

 
92,643

 
 
2015
 
49,448

 
20,410

 
15,433

 

 
85,291

Depreciation and amortization
 
2016
 
12,071

 
8,938

 
870

 

 
21,879

expense:
 
2015
 
10,209

 
5,990

 
1,484

 

 
17,683

Total assets:
 
2016
 
1,000,452

 
418,437

 
160,984

 
252,884

 
1,832,757

 
 
2015
 
953,165

 
277,994

 
163,301

 
268,587

 
1,663,047

Capital asset purchases:
 
2016
 

 

 

 
10,189

 
10,189

 
 
2015
 

 

 

 
9,512

 
9,512



Note 15: Supplemental guarantor financial information

Our long-term notes due in 2020 (Note 11), as well as obligations under our credit facility, are jointly and severally guaranteed on a full and unconditional basis, subject to the release provisions described herein, by certain 100%-owned subsidiaries. The subsidiary guarantees with respect to our long-term notes are subject to release upon the occurrence of certain events: the sale of all or substantially all of a subsidiary's assets, when the requirements for defeasance of the guaranteed securities have been satisfied, when the subsidiary is declared an unrestricted subsidiary, or upon satisfaction and discharge of the indenture.

The following supplemental condensed consolidating financial information reflects the summarized financial information of Deluxe Corporation, the guarantors on a combined basis and the non-guarantor subsidiaries on a combined basis. Separate financial statements of the guarantors are not presented because the guarantors are jointly, severally, fully and unconditionally liable under the guarantees, subject to the release provisions described herein, and we believe that the condensed consolidating financial statements presented are sufficient to provide an understanding of the financial position, results of operations and cash flows of the guarantors.

We are an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations and the sharing of assets. Therefore, we do not represent that the financial information presented is indicative of the financial position, results of operations or cash flows that the entities would have reported if they had operated independently. The condensed consolidating financial statements should be read in conjunction with our consolidated financial statements.


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Deluxe Corporation
Condensed Consolidating Balance Sheet
(Unaudited)

 
 
March 31, 2016
(in thousands)
 
Deluxe Corporation
 
Guarantor subsidiaries
 
Non-guarantor subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
10,474

 
$
487

 
$
60,437

 
$
(388
)
 
$
71,010

Trade accounts receivable, net
 

 
98,149

 
7,770

 

 
105,919

Inventories and supplies
 

 
37,662

 
2,291

 

 
39,953

Funds held for customers
 

 
57

 
53,213

 

 
53,270

Other current assets
 
8,757

 
31,678

 
1,986

 

 
42,421

Total current assets
 
19,231

 
168,033

 
125,697

 
(388
)
 
312,573

Deferred income taxes
 
13,978

 

 
1,316

 
(13,978
)
 
1,316

Long-term investments
 
34,201

 
7,735

 

 

 
41,936

Property, plant and equipment, net
 
9,729

 
69,719

 
4,673

 

 
84,121

Assets held for sale
 

 

 
13,968

 

 
13,968

Intangibles, net
 
12,897

 
266,315

 
3,434

 

 
282,646

Goodwill
 

 
974,973

 
1,535

 

 
976,508

Investments in consolidated subsidiaries
 
1,314,583

 
88,123

 

 
(1,402,706
)
 

Intercompany receivable
 
60,681

 

 
452

 
(61,133
)
 

Other non-current assets
 
3,946

 
115,641

 
102

 

 
119,689

Total assets
 
$
1,469,246

 
$
1,690,539

 
$
151,177

 
$
(1,478,205
)
 
$
1,832,757

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
15,271

 
$
61,857

 
$
2,037

 
$
(388
)
 
$
78,777

Accrued liabilities
 
39,477

 
116,144

 
55,197

 

 
210,818

Short-term borrowings
 
416,000