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DELUXE CORP

For the period ended Mar 31, 2024. Filed May 3, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 3, 2024

DLX$26.59+2.5%Stored close · as of Nov 10, 2026

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Item 1. FINANCIAL STATEMENTS

DELUXE CORPORATIONCONSOLIDATED BALANCE SHEETS(unaudited)

(in thousands, except share par value)March 31,2024December 31,2023
ASSETS
Current assets:
Cash and cash equivalents, including securities carried at fair value of $22,000 as of December 31, 2023$23,544$71,962
Trade accounts receivable, net of allowance for credit losses171,269191,005
Inventories and supplies, net of reserve38,66542,088
Funds held for customers108,227383,134
Prepaid expenses35,05430,116
Revenue in excess of billings31,94626,107
Other current assets21,50516,576
Total current assets430,210760,988
Deferred income taxes8,1778,694
Long-term investments62,27861,924
Property, plant and equipment, net of accumulated depreciation of $340,233 and $334,101, respectively111,094116,539
Operating lease assets55,07358,961
Intangibles, net of accumulated amortization of $743,140 and $775,190, respectively374,013391,744
Goodwill1,430,5581,430,590
Other non-current assets257,193251,182
Total assets$2,728,596$3,080,622
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$159,306$154,863
Funds held for customers108,883386,622
Accrued liabilities154,884191,427
Current portion of long-term debt21,55086,153
Total current liabilities444,623819,065
Long-term debt1,538,5431,506,698
Operating lease liabilities55,38958,840
Deferred income taxes18,17322,649
Other non-current liabilities63,47668,754
Commitments and contingencies (Note 13)
Shareholders' equity:
Common shares $1 par value (authorized: 500,000 shares; outstanding: March 31, 2024 – 44,046; December 31, 2023 – 43,743)44,04643,743
Additional paid-in capital101,31799,141
Retained earnings488,317491,238
Accumulated other comprehensive loss(25,837)(30,028)
Non-controlling interest549522
Total shareholders’ equity608,392604,616
Total liabilities and shareholders’ equity$2,728,596$3,080,622

DELUXE CORPORATIONCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Quarter EndedMarch 31,
(in thousands, except per share amounts)20242023
Product revenue$300,312$310,226
Service revenue234,643235,139
Total revenue534,955545,365
Cost of products(114,336)(118,436)
Cost of services(137,082)(132,227)
Total cost of revenue(251,418)(250,663)
Gross profit283,537294,702
Selling, general and administrative expense(234,093)(247,630)
Restructuring and integration expense(13,804)(12,941)
Gain on sale of businesses and long-lived assets8,581—
Operating income44,22134,131
Interest expense(30,809)(30,016)
Other income, net2,9402,424
Income before income taxes16,3526,539
Income tax provision(5,522)(3,759)
Net income10,8302,780
Net income attributable to non-controlling interest(27)(28)
Net income attributable to Deluxe$10,803$2,752
Total comprehensive income$15,021$37
Comprehensive income attributable to Deluxe14,9949
Basic earnings per share0.250.06
Diluted earnings per share0.240.06

DELUXE CORPORATIONCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(unaudited)

(in thousands)Common sharesCommon sharespar valueAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossNon-controlling interestTotal
Balance, December 31, 202343,743$43,743$99,141$491,238$(30,028)$522$604,616
Net income———10,803—2710,830
Cash dividends ($0.30 per share)———(13,724)——(13,724)
Common shares issued, net of tax withholding303303(2,993)———(2,690)
Employee share-based compensation——5,169———5,169
Other comprehensive income————4,191—4,191
Balance, March 31, 202444,046$44,046$101,317$488,317$(25,837)$549$608,392
(in thousands)Common sharesCommon sharespar valueAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossNon-controlling interestTotal
Balance, December 31, 202243,204$43,204$79,234$518,635$(37,264)$415$604,224
Net income———2,752—282,780
Cash dividends ($0.30 per share)———(13,395)——(13,395)
Common shares issued, net of tax withholding217217(1,310)———(1,093)
Employee share-based compensation——5,876———5,876
Other comprehensive loss————(2,743)—(2,743)
Balance, March 31, 202343,421$43,421$83,800$507,992$(40,007)$443$595,649

DELUXE CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)

Quarter EndedMarch 31,
(in thousands)20242023
Cash flows from operating activities:
Net income$10,830$2,780
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation6,0495,303
Amortization of intangibles35,69838,217
Amortization of prepaid product discounts8,1808,513
Employee share-based compensation expense5,1215,866
Operating lease expense5,3675,389
Amortization of cloud computing arrangement implementation costs4,1193,268
Gain on sale of businesses and long-lived assets(8,581)—
Deferred income taxes(6,040)(6,934)
Other non-cash items, net10,1537,305
Changes in assets and liabilities:
Trade accounts receivable16,655(18,355)
Inventories and supplies1,942(2,972)
Payments for cloud computing arrangement implementation costs(75)(3,701)
Other current and non-current assets(21,597)(502)
Accounts payable6,2175,193
Prepaid product discount payments(10,503)(7,383)
Other accrued and non-current liabilities(36,945)(48,693)
Net cash provided (used) by operating activities26,590(6,706)
Cash flows from investing activities:
Purchases of capital assets(20,442)(25,518)
Other(116)34
Net cash used by investing activities(20,558)(25,484)
Cash flows from financing activities:
Proceeds from issuing long-term debt and swingline loans, net of debt issuance costs165,557217,500
Payments on long-term debt and swingline loans(200,125)(175,938)
Net change in customer funds obligations(272,806)(145,621)
Cash dividends paid to shareholders(13,956)(13,616)
Other(5,249)(4,613)
Net cash used by financing activities(326,579)(122,288)
Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents(2,642)612
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents(323,189)(153,866)
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of year458,033337,415
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period (Note 3)$134,844$183,549

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

NOTE 1: CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheet as of March 31, 2024, the consolidated statements of comprehensive income for the quarters ended March 31, 2024 and 2023, the consolidated statements of shareholders’ equity for the quarters ended March 31, 2024 and 2023 and the consolidated statements of cash flows for the quarters ended March 31, 2024 and 2023 are unaudited. The consolidated balance sheet as of December 31, 2023 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles ("GAAP"). 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 items discussed in the notes below. Interim results are not necessarily indicative of results for a full year or future results. 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, 2023 (the "2023 Form 10-K").

The preparation of our consolidated financial statements requires us to make certain estimates and assumptions affecting the amounts reported in the consolidated financial statements and related notes. We base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of our assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Actual results may differ significantly from our estimates and assumptions.

Comparability–The consolidated statement of cash flows for the quarter ended March 31, 2023 has been modified to conform to the current year presentation. Within net cash provided by operating activities, other current and other non-current assets have been combined. In addition, amortization of cloud computing arrangement implementation costs is presented separately. Previously, this amount was included in other non-cash items, net. Within net cash used by financing activities, employee taxes paid for shares withheld is included in other. Previously, this amount was presented separately. The consolidated statement of shareholders' equity for the quarter ended March 31, 2023 has also been modified to conform to the current year presentation. Common shares retired are included in common shares issued, net of tax withholding. Previously, these amounts were presented separately.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

ASU No. 2023-07 – In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Improvements to Reportable Segment Disclosures. which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on the related disclosures within our consolidated financial statements.

ASU No. 2023-09 – In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which modifies the required income tax disclosures to include specific categories in the income tax rate reconciliation and to require the disclosure of income tax payments by jurisdiction, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The standard is required to be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on the related disclosures within our consolidated financial statements.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

NOTE 3: SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

Trade accounts receivable–Net trade accounts receivable was comprised of the following:

(in thousands)March 31,2024December 31,2023
Trade accounts receivable – gross$178,829$197,546
Allowance for credit losses(7,560)(6,541)
Trade accounts receivable – net(1)$171,269$191,005

(1) Includes unbilled receivables of $51,408 as of March 31, 2024 and $43,673 as of December 31, 2023.

Changes in the allowance for credit losses for the quarters ended March 31, 2024 and 2023 were as follows:

Quarter EndedMarch 31,
(in thousands)20242023
Balance, beginning of year$6,541$4,182
Bad debt expense2,9601,466
Write-offs and other(1,941)(824)
Balance, end of period$7,560$4,824

Inventories and supplies – Inventories and supplies were comprised of the following:

(in thousands)March 31,2024December 31,2023
Finished and semi-finished goods$32,646$34,194
Raw materials and supplies16,76217,339
Reserve for excess and obsolete items(10,743)(9,445)
Inventories and supplies, net of reserve$38,665$42,088

Available-for-sale debt securities – We did not hold any available for sale debt securities as of March 31, 2024. Available-for-sale debt securities held as of December 31, 2023 were comprised of the following:

(in thousands)CostGross unrealized gainsGross unrealized lossesFair value
Cash equivalents:
Domestic money market fund$22,000$—$—$22,000
Available-for-sale debt securities$22,000$—$—$22,000

The domestic money market fund held highly liquid, short-term investments managed by the financial institution. Further information regarding the fair value of available-for-sale debt securities can be found in Note 8.

Revenue in excess of billings – Revenue in excess of billings was comprised of the following:

(in thousands)March 31,2024December 31,2023
Conditional right to receive consideration$21,855$20,680
Unconditional right to receive consideration(1)10,0915,427
Revenue in excess of billings$31,946$26,107

(1)Represents revenues that are earned but not currently billable under the related contract terms.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Intangibles – Intangibles were comprised of the following:

March 31, 2024December 31, 2023
(in thousands)Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Internal-use software$571,949$(433,475)$138,474$554,825$(412,364)$142,461
Customer lists/relationships359,375(242,420)116,955363,298(235,557)127,741
Partner relationships74,562(14,557)60,00574,911(14,031)60,880
Technology-based intangibles65,700(23,721)41,97997,633(54,251)43,382
Trade names39,367(24,317)15,05039,367(23,792)15,575
Software to be sold6,200(4,650)1,55036,900(35,195)1,705
Intangibles$1,117,153$(743,140)$374,013$1,166,934$(775,190)$391,744

Amortization of intangibles was $35,698 for the quarter ended March 31, 2024 and $38,217 for the quarter ended March 31, 2023. Based on the intangibles in service as of March 31, 2024, estimated future amortization expense is as follows:

(in thousands)Estimatedamortizationexpense
Remainder of 2024$85,055
202587,044
202658,798
202737,871
202829,071

In the normal course of business, we acquire and develop internal-use software. We also, at times, purchase customer list and partner relationship assets. During the quarter ended March 31, 2024, we acquired or developed internal-use software of $17,095 with a weighted-average useful life of 3 years. Other intangibles acquired during the quarter were not material.

Goodwill – In conjunction with the realignment of our reportable business segments during the quarter ended March 31, 2024 (Note 15), the goodwill amounts by reportable segment as of December 31, 2023 have been recast to reflect our new segment structure. No goodwill impairment charges were recorded in conjunction with the segment realignment. Changes in goodwill by reportable segment and in total were as follows for the quarter ended March 31, 2024:

(in thousands)Merchant ServicesB2B PaymentsData Solutions(1)Print(1)All OtherTotal
Balance, December 31, 2023$727,688$160,431$40,804$493,924$7,743$1,430,590
Currency translation adjustment———(32)—(32)
Balance, March 31, 2024$727,688$160,431$40,804$493,892$7,743$1,430,558

(1) The Data Solutions and Print balances are net of accumulated impairment charges of $145,584 and $193,699, respectively, for each period.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Other non-current assets – Other non-current assets were comprised of the following:

(in thousands)March 31,2024December 31,2023
Postretirement benefit plan asset$96,859$94,939
Cloud computing arrangement implementation costs52,25259,234
Prepaid product discounts(1)43,69040,376
Deferred contract acquisition costs(2)21,52721,103
Loans and notes receivable from distributors, net of allowance for credit losses(3)12,77312,443
Other30,09223,087
Other non-current assets$257,193$251,182

(1) Amortization of prepaid product discounts was $8,180 for the quarter ended March 31, 2024 and $8,513 for the quarter ended March 31, 2023.

(2)Amortization of deferred contract acquisition costs was $3,091 for the quarter ended March 31, 2024 and $2,367 for the quarter ended March 31, 2023.

(3)Amount includes the non-current portion of loans and notes receivable. The current portion of these receivables is included in other current assets on the consolidated balance sheets and was $1,317 as of March 31, 2024 and $987 as of December 31, 2023.

Changes in the allowance for credit losses related to loans and notes receivable from distributors were as follows for the quarters ended March 31, 2024 and 2023:

Quarter EndedMarch 31,
(in thousands)20242023
Balance, beginning of year$928$1,024
Bad debt expense (benefit)54(28)
Balance, end of period$982$996

Past due receivables and those on non-accrual status were not material as of March 31, 2024 or December 31, 2023.

We categorize loans and notes receivable into risk categories based on information about the ability of borrowers to service their debt, including current financial information, historical payment experience, current economic trends and other factors. The highest quality receivables are assigned a 1-2 internal grade. Those that have a potential weakness requiring management's attention are assigned a 3-4 internal grade.

The following table presents loans and notes receivable from distributors, including the current portion, by credit quality indicator and by year of origination, as of March 31, 2024. There wereno write-offs or recoveries recorded during the quarter ended March 31, 2024.

Loans and notes receivable from distributors amortized cost basis by origination year
(in thousands)2024202320202019PriorTotal
Risk rating:
1-2 internal grade$991$361$961$355$12,404$15,072
3-4 internal grade——————
Loans and notes receivable$991$361$961$355$12,404$15,072

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Accrued liabilities – Accrued liabilities were comprised of the following:

(in thousands)March 31,2024December 31,2023
Deferred revenue(1)$30,586$35,343
Employee bonuses, including sales incentives15,73949,446
Interest15,30810,481
Operating lease liabilities13,38813,562
Customer rebates9,69912,718
Wages and payroll liabilities, including vacation9,5598,605
Restructuring7,4369,689
Prepaid product discounts5,5424,477
Other47,62747,106
Accrued liabilities$154,884$191,427

(1)Revenue recognized for amounts included in deferred revenue at the beginning of the period was $14,644 for the quarter ended March 31, 2024 and $18,683 for the quarter ended March 31, 2023.

Supplemental cash flow information – The reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the consolidated balance sheets was as follows:

(in thousands)March 31,2024March 31,2023
Cash and cash equivalents$23,544$24,622
Restricted cash and restricted cash equivalents included in funds held for customers108,227149,010
Cash and cash equivalents included in other current assets(1)—7,325
Non-current restricted cash included in other non-current assets3,0732,592
Total cash, cash equivalents, restricted cash and restricted cash equivalents$134,844$183,549
Non-cash investing activities:
Investment in joint venture(2)$—$18,392

(1) Represents the cash and cash equivalents of our former North American web hosting and logo design business, which was classified as held for sale as of March 31, 2023.

(2) In February 2023, we entered into a joint venture focused on launching and marketing a business payment distribution technology platform. We committed to invest $20,000 over a 3-year period and we have option rights to acquire additional non-controlling ownership interest. During the quarter ended March 31, 2023, we recorded $18,392 for our investment in the joint venture and option rights.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

NOTE 4: EARNINGS PER SHARE

The following table reflects the calculation of basic and diluted earnings per share. During each period, certain share-based awards, as noted below, were excluded from the calculation of diluted earnings per share because their effect would have been antidilutive.

Quarter EndedMarch 31,
(in thousands, except per share amounts)20242023
Earnings per share – basic:
Net income$10,830$2,780
Net income attributable to non-controlling interest(27)(28)
Net income attributable to Deluxe10,8032,752
Income allocated to participating securities(9)(10)
Income attributable to Deluxe available to common shareholders$10,794$2,742
Weighted-average shares outstanding43,91743,317
Earnings per share – basic$0.25$0.06
Earnings per share – diluted:
Net income$10,830$2,780
Net income attributable to non-controlling interest(27)(28)
Net income attributable to Deluxe10,8032,752
Income allocated to participating securities(9)(10)
Re-measurement of share-based awards classified as liabilities(37)(19)
Income attributable to Deluxe available to common shareholders$10,757$2,723
Weighted-average shares outstanding43,91743,317
Dilutive impact of potential common shares570344
Weighted-average shares and potential common shares outstanding44,48743,661
Earnings per share – diluted$0.24$0.06
Antidilutive potential common shares excluded from calculation1,3501,644

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

NOTE 5: OTHER COMPREHENSIVE INCOME (LOSS)

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 EndedMarch 31,
(in thousands) · 2024 · 2023
Amortization of postretirement benefit plan items:
Prior service credit$355$355Other income
Net actuarial loss(334)(568)Other income
Total amortization21(213)Other income
Tax (expense) benefit(43)16Income tax provision
Amortization of postretirement benefit plan items, net of tax(22)(197)Net income
Realized gain on cash flow hedges915570Interest expense
Tax expense(247)(152)Income tax provision
Realized gain on cash flow hedges, net of tax668418Net income
Total reclassifications, net of tax$646$221

Accumulated other comprehensive loss –Changes in the components of accumulated other comprehensive loss for the quarters ended March 31, 2024 and 2023 were as follows:

(in thousands)Postretirement benefit plansNet unrealized gain on cash flow hedges(1)Currency translation adjustmentAccumulated other comprehensive loss
Balance, December 31, 2023$(19,824)$(286)$(9,918)$(30,028)
Other comprehensive income (loss) before reclassifications—5,864(1,027)4,837
Amounts reclassified from accumulated other comprehensive loss22(668)—(646)
Net current-period other comprehensive income (loss)225,196(1,027)4,191
Balance, March 31, 2024$(19,802)$4,910$(10,945)$(25,837)

(1) Other comprehensive income before reclassifications is net of income tax expense of $2,169.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

(in thousands)Postretirement benefit plansNet unrealized loss on debt securities(1)Net unrealized gain (loss) on cash flow hedges(2)Currency translation adjustmentAccumulated other comprehensive loss
Balance, December 31, 2022$(26,872)$(909)$2,593$(12,076)$(37,264)
Other comprehensive income (loss) before reclassifications—123(2,872)227(2,522)
Amounts reclassified from accumulated other comprehensive loss197—(418)—(221)
Net current-period other comprehensive income (loss)197123(3,290)227(2,743)
Balance, March 31, 2023$(26,675)$(786)$(697)$(11,849)$(40,007)

(1) Other comprehensive income before reclassifications is net of income tax expense of $43.

(2) Other comprehensive loss before reclassifications is net of an income tax benefit of $1,045.

NOTE 6: DIVESTITURES

In September and December 2023, we executed agreements allowing for the conversion of our U.S. and Canadian payroll and human resources services customers to other service providers. During the quarter ended March 31, 2024, we recognized related income of $7,581, which is included in gain on sale of businesses and long-lived assets on the consolidated statement of comprehensive income. Recognition of the remaining income will be based on actual customer conversion and retention activity, which we expect to be completed during 2024. These businesses generated annual revenue of approximately $27,000 during 2023. Our U.S. and Canadian payroll and human resources businesses comprise a reporting unit that had a goodwill balance of $7,743 as of March 31, 2024. We evaluated this goodwill for impairment as of March 31, 2024, and, based on our quantitative analysis, we concluded that it was not impaired as of that date. In conjunction with our phased transition out of these businesses, we expect that this goodwill will be fully impaired during 2024, at the point when the remaining cash flows generated by these businesses in 2024 no longer support the carrying value of the reporting unit. During the quarter ended March 31, 2024, we also recognized a gain of $1,000 on the sale of a small business distributor customer list.

In June 2023, we completed the sale of our North American web hosting and logo design businesses. These businesses generated revenue of approximately $28,000 during 2023, through the sale date. Further information regarding this sale can be found under the caption "Note 6: Acquisition and Divestitures" in the Notes to Consolidated Financial Statements appearing in the 2023 Form 10-K.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

NOTE 7: DERIVATIVE FINANCIAL INSTRUMENTS

As part of our interest rate risk management strategy, we have entered into interest rate swaps, which we designated as cash flow hedges, to mitigate variability in interest payments on a portion of our variable-rate debt (Note 12). Our derivative instruments were comprised of the following:

March 31, 2024 · December 31, 2023
(in thousands) · Notional amount · Interest rate · Maturity · Balance sheet location · Fair valueasset / (liability) · Fair valueasset / (liability)
June 2023 amortizing interest rate swap:
$255,4174.249%June 2026Other non-current assets and other non-current liabilities$887$(2,158)
March 2023interest rate swap:
200,0004.003%March 2026Other non-current assets2,289287
September 2022 interest rate swap:
300,0003.990%September 2025Other non-current assets3,5901,519

Changes in the fair values of the interest rate swaps are recorded in accumulated other comprehensive loss on the consolidated balance sheets and are subsequently reclassified to interest expense as interest payments are made on the variable-rate debt. The fair values of the derivatives are calculated based on the applicable reference rate curve on the date of measurement. The cash flow hedges were fully effective as of March 31, 2024 and December 31, 2023, and their impact on consolidated net income and the consolidated statements of cash flows was not material. We also expect that the amount that will be reclassified to interest expense during the next 12 months will not be material.

NOTE 8: FAIR VALUE MEASUREMENTS

Recurring fair value measurements– Cash and cash equivalents included available-for-sale debt securities at December 31, 2023 (Note 3), which consisted of a domestic money market fund. The cost of the fund, which was traded in an active market, approximated its fair value because of the short-term nature of the underlying investments. The fair value of derivative instruments (Note 7) is calculated based on the applicable reference rate curve on the date of measurement.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Information regarding the fair values of our financial instruments was as follows:

Fair value measurements using
March 31, 2024 · Quoted prices in active markets for identical assets(Level 1) · Significant other observable inputs(Level 2) · Significant unobservable inputs(Level 3)
(in thousands) · Balance sheet location · Carrying value · Fair value
Measured at fair value through comprehensive income:
Derivative assets (Note 7)Other non-current assets$6,766$6,766$—$6,766$—
Amortized cost:
CashCash and cash equivalents23,54423,54423,544——
CashFunds held for customers108,227108,227108,227——
CashOther non-current assets3,0733,0733,073——
Loans and notes receivable from distributorsOther current assets and other non-current assets14,09014,159——14,159
Long-term debtCurrent portion of long-term debt and long-term debt1,560,0931,531,878—1,531,878—

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Fair value measurements using
December 31, 2023 · Quoted prices in active markets for identical assets(Level 1) · Significant other observable inputs(Level 2) · Significant unobservable inputs(Level 3)
(in thousands) · Balance sheet location · Carrying value · Fair value
Measured at fair value through comprehensive income:
Available-for-sale debt securitiesCash and cash equivalents$22,000$22,000$22,000$—$—
Derivative assets (Note 7)Other non-current assets1,8061,806—1,806—
Derivative liability (Note 7)Other non-current liabilities(2,158)(2,158)—(2,158)—
Amortized cost:
CashCash and cash equivalents49,96249,96249,962——
CashFunds held for customers383,134383,134383,134——
CashOther non-current assets2,9372,9372,937——
Loans and notes receivable from distributorsOther current assets and other non-current assets13,43013,249——13,249
Long-term debtCurrent portion of long-term debt and long-term debt1,592,8511,554,028—1,554,028—

NOTE 9: RESTRUCTURING AND INTEGRATION EXPENSE

Restructuring and integration expense consists of costs related to initiatives to drive earnings and cash flow growth and also includes costs related to the consolidation and migration of certain applications and processes. These costs consist primarily of consulting, project management services and internal labor, as well as other costs associated with our initiatives, such as costs related to facility closures and consolidations. In addition, we have recorded employee severance costs across functional areas. Restructuring and integration expense is not allocated to our reportable business segments.

We are currently pursuing several initiatives designed to support our growth strategy and to increase our efficiency, including several initiatives that we collectively refer to as our North Star program. The goal of these initiatives is to further drive shareholder value by (1) expanding our earnings before interest, taxes, depreciation and amortization ("EBITDA") growth trajectory, (2) increasing cash flow, (3) paying down debt, and (4) improving our leverage ratio. Our various initiatives include a balanced mix of structural cost reductions focused on organizational structure, processes and operational improvements, in addition to workstreams to drive revenue growth. We have already combined like-for-like capabilities, reduced management layers and consolidated core operations to run more efficiently and to create the ability to invest in high impact talent to accelerate our growth businesses of payments and data. The associated expense, which consisted primarily of consulting costs, was approximately $12,000 during the quarter ended March 31, 2024. To date, we have incurred expense of approximately $60,000, and we anticipate that we will incur an additional $60,000 to $80,000 of North Star restructuring and integration expense through 2025.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Restructuring and integration expense is reflected on the consolidated statements of comprehensive income as follows:

Quarter EndedMarch 31,
(in thousands)20242023
Total cost of revenue$933$1,153
Operating expenses13,80412,941
Restructuring and integration expense$14,737$14,094

Restructuring and integration expense for each period was comprised of the following:

Quarter EndedMarch 31,
(in thousands)20242023
External consulting and other costs$7,969$7,692
Employee severance benefits1,972186
Internal labor8382,122
Other3,9584,094
Restructuring and integration expense$14,737$14,094

Our restructuring and integration accruals are included in accrued liabilities on the consolidated balance sheets and represent expected cash payments required to satisfy the remaining severance obligations to those employees already terminated and those expected to be terminated under our various initiatives. The majority of the employee reductions, as well as the related severance payments, are expected to be completed by the end of 2024.

Changes in our restructuring and integration accruals were as follows:

(in thousands)Employee severance benefits
Balance, December 31, 2023$9,689
Charges2,042
Reversals(70)
Payments(4,225)
Balance, March 31, 2024$7,436

The charges and reversals presented in the rollforward of our restructuring and integration accruals do not include items charged directly to expense as incurred, as those items are not reflected in accrued liabilities on the consolidated balance sheets.

NOTE 10: INCOME TAX PROVISION

The effective income tax rate for the quarter ended March 31, 2024 was 33.8%, consistent with the effective tax rate of 34.1% for the year ended December 31, 2023. The reconciliation of our effective tax rate for 2023 to the U.S. federal statutory tax rate can be found under the caption "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements appearing in the 2023 Form 10-K.

NOTE 11: POSTRETIREMENT BENEFITS

We have historically provided certain health care benefits for eligible retired U.S. employees. In addition to our retiree health care plan, we also have a U.S. supplemental executive retirement plan. 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 2023 Form 10-K.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Postretirement benefit income is included in other income on the consolidated statements of comprehensive income and consisted of the following components:

Quarter EndedMarch 31,
(in thousands)20242023
Interest cost$435$496
Expected return on plan assets(2,099)(1,830)
Amortization of prior service credit(355)(355)
Amortization of net actuarial losses334568
Net periodic benefit income$(1,685)$(1,121)

NOTE 12: DEBT

Debt outstanding was comprised of the following:

(in thousands)March 31,2024December 31, 2023
Senior, secured term loan facility$790,562$877,187
Senior, unsecured notes475,000475,000
Amounts drawn on senior, secured revolving credit facility239,750252,000
Securitization obligations64,969—
Total principal amount1,570,2811,604,187
Less: unamortized discount and debt issuance costs(10,188)(11,336)
Total debt, net of discount and debt issuance costs1,560,0931,592,851
Less: current portion of long-term debt, net of debt issuance costs(21,550)(86,153)
Long-term debt$1,538,543$1,506,698

Maturities of long-term debt were as follows as of March 31, 2024:

(in thousands)Debt obligations
2025$101,062
2026929,250
202764,969
2028—
2029475,000
Total principal amount$1,570,281

Credit facility –In June 2021, we executed a senior, secured credit facility consisting of a revolving credit facility with commitments of $500,000 and a $1,155,000 term loan facility. The revolving credit facility includes a $40,000 swingline sub-facility and a $25,000 letter of credit sub-facility. Loans under the revolving credit facility may be borrowed, repaid and re-borrowed until June 1, 2026, at which time all amounts borrowed must be repaid. The term loan facility is required to be repaid in equal quarterly installments of $21,656 through June 30, 2025 and $28,875 from September 30, 2025 through March 31, 2026. The remaining balance is due on June 1, 2026. The term loan facility also includes mandatory prepayment requirements related to asset sales, new debt (other than permitted debt) and excess cash flow, subject to certain limitations. No premium or penalty is payable in connection with any mandatory or voluntary prepayment of the term loan facility.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Interest is payable on the credit facility at a fluctuating rate of interest determined by reference to the Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging from 1.5% to 2.5%, depending on our consolidated total leverage ratio, as defined in the credit agreement, and a commitment fee is payable on the unused portion of the revolving credit facility. Amounts outstanding under the credit facility had a weighted-average interest rate of 6.71% as of March 31, 2024 and 6.83% as of December 31, 2023, including the impact of interest rate swaps that effectively convert a portion of our variable-rate debt to fixed-rate debt. Further information regarding the interest rate swaps can be found in Note 7.

Borrowings under the credit facility are collateralized by substantially all of the present and future tangible and intangible personal property held by us and our subsidiaries that have guaranteed our obligations under the credit facility, subject to certain exceptions. The credit agreement contains customary covenants regarding limits on levels of indebtedness, liens, mergers, certain asset dispositions, changes in business, advances, investments, loans and restricted payments. The covenants are subject to a number of limitations and exceptions set forth in the credit agreement.

The credit agreement also includes requirements regarding our consolidated total leverage ratio and our consolidated secured leverage ratio, as defined in the credit agreement. During each remaining quarterly period, the consolidated total leverage ratio may not equal or exceed 4.25 to 1:00 and the consolidated secured leverage ratio may not equal or exceed 3.50 to 1:00. In addition, we must maintain a minimum interest coverage ratio of at least 3.00 to 1.00 throughout the remaining term of the credit facility. Failure to meet any of the above requirements would result in an event of default that would allow lenders to declare amounts outstanding immediately due and payable and would allow the lenders to enforce their interests against collateral pledged if we are unable to settle the amounts outstanding. We were in compliance with all debt covenants as of March 31, 2024.

The credit agreement contains customary representations and warranties and, as a condition to borrowing, requires that all such representations and warranties be true and correct in all material respects on the date of each borrowing, including representations as to no material adverse change in our business, assets, operations or financial condition. If our consolidated total leverage ratio exceeds 2.75 to 1.00, the aggregate annual amount of permitted dividends and share repurchases in connection with incentive-based equity and compensation is limited to $60,000.

As of March 31, 2024, amounts available for borrowing under our revolving credit facility were as follows:

(in thousands)Available borrowings
Revolving credit facility commitment$500,000
Amounts drawn on revolving credit facility(239,750)
Outstanding letters of credit(1)(8,036)
Net available for borrowing as of March 31, 2024$252,214

(1)We use standby letters of credit primarily to collateralize certain obligations related 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 revolving credit facility.

Senior unsecured notes – In June 2021, we issued $500,000 of 8.0% senior, unsecured notes that mature in June 2029. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. Proceeds from the offering, net of discount and offering costs, were $490,741, resulting in an effective interest rate of 8.3%. The net proceeds from the notes were used to fund the acquisition of First American in June 2021. Interest payments are due each June and December. During 2022, we settled $25,000 of these notes via open market purchases.

The indenture governing the notes contains covenants that limit our ability and the ability of our restricted subsidiaries to, among other things, incur additional indebtedness and liens, issue redeemable stock and preferred stock, pay dividends and distributions, make loans and investments and consolidate or merge or sell all or substantially all of our assets.

Securitization facility – In March 2024, Deluxe Receivables LLC, a wholly-owned subsidiary, entered into a receivables financing agreement (the “Securitization Facility”) with a group of financial institutions with a termination date of March 12, 2027, unless extended in accordance with its terms. The maximum amount available under the Securitization Facility is $80,000, subject to certain borrowing base adjustments. Under the agreement, we sold and will continue to automatically sell certain of our accounts receivable to the subsidiary as collateral for borrowings under the facility. Borrowings bear interest at SOFR plus an applicable margin, and a commitment fee is payable on the unused portion of the facility. Interest and fees are due monthly. As of March 31, 2024, $64,969 was outstanding under the facility at an interest rate of 6.87%. We utilized the proceeds from these borrowings to prepay amounts due under our secured term loan facility.

The Securitization Facility is accounted for as a collateralized financing activity, rather than the sale of assets. As such, the subsidiary is consolidated, and the receivable balances pledged as collateral are presented as accounts receivable on the

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

consolidated balance sheet, and the borrowings are presented as long-term debt. Cash receipts related to the underlying receivables are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within the consolidated statement of cash flows.

NOTE 13: OTHER COMMITMENTS AND CONTINGENCIES

Indemnifications – In the normal course of business, we periodically enter into agreements that incorporate general indemnification language. These indemnification provisions generally 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 matters 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. These liabilities were not material as of March 31, 2024 or December 31, 2023.

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 $9,319 as of March 31, 2024 and $9,024 as of December 31, 2023. These accruals are included in accrued liabilities and other non-current liabilities on the consolidated balance sheets. Our workers' compensation liability is recorded at present value. The difference between the discounted and undiscounted liability was not material as of March 31, 2024 or December 31, 2023.

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 – Recorded liabilities for legal matters, as well as related charges recorded in each period, were not material to our financial position, results of operations or liquidity during the periods presented, 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 in the period in which the ruling occurs or in future periods.

NOTE 14: SHAREHOLDERS' EQUITY

In October 2018, our board of directors authorized the repurchase of up to $500,000 of our common stock. This authorization has no expiration date. No shares were repurchased under this authorization during the quarters ended March 31, 2024 or March 31, 2023, and $287,452 remained available for repurchase as of March 31, 2024.

NOTE 15: BUSINESS SEGMENT INFORMATION

Effective January 1, 2024, we reorganized our reportable business segments to align with structural and management reporting changes that better reflect our portfolio mix and offerings. We now operate the following reportable segments, generally organized by product type:

Merchant Services– provides electronic credit and debit card authorization and payment systems and processing services primarily to small and medium-sized retail and service businesses.

B2B Payments– provides treasury management solutions, including remittance and lockbox processing, remote deposit capture, receivables management, payment processing and paperless treasury management, as well as fraud and security services and Deluxe Payment Exchange.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

Data Solutions – provides data-driven marketing solutions, including digital engagement, financial institution profitability reporting and account switching tools, and business incorporation services.

Print– provides printed personal and business checks, printed business forms, business accessories and promotional products.

The accounting policies of the segments are the same as those described in the Notes to Consolidated Financial Statements included in the 2023 Form 10-K. We allocate corporate costs for our shared services functions to our business segments when the costs are directly attributable to a segment. This includes certain sales and marketing, supply chain, real estate, finance, information technology and legal costs. Costs that are not directly attributable to a business segment are reported as Corporate operations and consist primarily of marketing, accounting, information technology, human resources, facilities, executive management and legal, tax and treasury costs that support the corporate function. Corporate operations also includes other income. All of our segments operate primarily in the U.S., with some operations in Canada. Until June 2023, we also had web hosting business operations in portions of Europe and partners in Central and South America.

Our chief operating decision maker (i.e., our Chief Executive Officer) reviews EBITDA on an adjusted basis for each segment when deciding how to allocate resources and to assess segment operating performance. Adjusted EBITDA for each segment excludes depreciation and amortization expense, interest expense, income tax expense and certain other amounts, which may include, from time to time: asset impairment charges; restructuring and integration expense; share-based compensation expense; acquisition transaction costs; certain legal-related expense; and gains or losses on sales of businesses and long-lived assets. Our Chief Executive Officer does not review segment asset information when making investment or operating decisions regarding our reportable business segments.

The following is our segment information for the quarters ended March 31, 2024 and 2023. The segment information for 2023 has been recast to reflect our current segment structure.

Quarter Ended March 31,
(in thousands)20242023
Merchant Services:
Revenue$96,477$89,105
Adjusted EBITDA21,43718,427
B2B Payments:
Revenue69,41875,196
Adjusted EBITDA13,26113,475
Data Solutions:
Revenue59,71244,353
Adjusted EBITDA14,86910,256
Print:
Revenue303,334314,040
Adjusted EBITDA90,95695,201
Total reportable segments:
Revenue$528,941$522,694
Adjusted EBITDA140,523137,359
All other:(1)
Revenue6,01422,671
Adjusted EBITDA3,6369,803
Total:
Revenue$534,955$545,365
Adjusted EBITDA144,159147,162

(1) Includes our North American web hosting and logo design businesses, which were sold in June 2023, and our payroll and human resources services business, which we are in the process of exiting (Note 6).

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts)

The following table presents a reconciliation of total segment adjusted EBITDA to consolidated income before income taxes:

Quarter EndedMarch 31,
(in thousands)20242023
Total segment adjusted EBITDA$144,159$147,162
Corporate operations(43,701)(46,726)
Depreciation and amortization expense(41,747)(43,520)
Interest expense(30,809)(30,016)
Net income attributable to non-controlling interest2728
Restructuring and integration expense(14,737)(14,094)
Share-based compensation expense(5,121)(5,866)
Certain legal-related expense(300)(429)
Gain on sale of businesses and long-lived assets8,581—
Income before income taxes$16,352$6,539

The following tables present revenue disaggregated by our product and service offerings:

(in thousands)Merchant ServicesB2BPaymentsDataSolutionsPrintAllOtherConsolidated
Checks$—$—$—$178,484$—$178,484
Merchant services96,477————96,477
Forms and other business products———63,792—63,792
Promotional solutions———61,058—61,058
Treasury management solutions—55,077———55,077
Data-driven marketing——54,325——54,325
Other—14,3415,387—6,01425,742
Total revenue$96,477$69,418$59,712$303,334$6,014$534,955
(in thousands)Merchant ServicesB2BPaymentsDataSolutionsPrintAllotherConsolidated
Checks$—$—$—$178,647$—$178,647
Merchant services89,105————89,105
Forms and other business products———65,490—65,490
Promotional solutions———69,90374870,651
Treasury management solutions—60,474———60,474
Data-driven marketing——39,282——39,282
Other—14,7225,071—21,92341,716
Total revenue$89,105$75,196$44,353$314,040$22,671$545,365
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