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DELUXE CORP

For the period ended Jun 30, 2024. Filed Aug 2, 2024.

View on SEC.gov

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.

Jun 30, 2024 · Filed Aug 2, 2024

DLX$26.56-4.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-03.

0000027996-24-000120

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-02.

0000027996-24-000141

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 112 previous paragraphs and 121 current paragraphs.

68 unchanged; 41 reworded; 11 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 23 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

•a $15.8 million decrease in restructuring and integration expense;

Current report

•a $13.5 million decrease in acquisition amortization, excluding the impact of accelerated amortization resulting from changes in the estimated useful lives of certain intangible assets; and

Current report

•the elimination of the earnings generated by exited businesses;

Current report

•accelerated amortization of $9.9 million in 2024 related to brand consolidation within the Merchant Services segment and assets utilized by the payroll and human resources business we are currently exiting; and

Current report

•an increase in bad debt expense of $6.2 million, primarily related to certain specific accounts receivable reserve adjustments in the Print segment.

Current report

We also monitor trends in small business sentiment and consumer discretionary spending. We review many data sources, including information from the credit card brands, the Federal Reserve and other economic forecast providers, as well as our own proprietary data. These trends impact multiple areas of our portfolio, most notably our Merchant Services segment. Our year-to-date performance reflected the generally stable economic environment, despite some signs of continued pressure on the average consumer. In Merchant Services, ratios of non-discretionary spend compared with discretionary spend have remained a bit elevated, and in certain market verticals we have seen some flattening of same store sales. Similarly, demand for some of our discretionary promotional products has also softened. These data points, combined with some lingering macroeconomic uncertainty for the balance of the year, are reflected in our 2024 revenue outlook.

Current report

Total cost of revenue as a percentage of total revenue for the second quarter of 2024 decreased as compared to the second quarter of 2023, as the benefit of our pricing and cost optimization actions, the lower restructuring and integration expense and changes in campaign timing and client mix in Data Solutions more than offset the inflationary impacts. For the first half of 2024, total cost of revenue as a percentage of total revenue was the same as the first half of 2023, as these factors, along with the accelerated amortization expense, offset each other.

Current report

The effective income tax rate decreased for the first half of 2024, as compared to the first half of 2023, as the business exit activity in 2023 was more than offset by lower tax impacts in 2024 from share-based compensation.

Current report

The increases in net income and diluted EPS for the second quarter of 2024, as compared to the second quarter of 2023, were driven by our pricing and cost optimization actions, a $16 million reduction in restructuring and integration expense and a $7 million reduction in acquisition amortization, excluding the impact of accelerated amortization resulting from changes in the estimated useful lives of certain intangible assets, as certain of our intangible assets are amortized using accelerated methods. Growth in Merchant Services and a $2 million reduction in interest expense also contributed to the increases. Partially offsetting these increases in net income and diluted EPS was the continuing secular decline in checks, business forms and some business accessories and a decrease of approximately $0.11 per share due to our business exits. In addition, the decreases were driven by inflationary pressures on hourly wages, materials and delivery; accelerated amortization of $7 million related to brand consolidation within Merchant Services; a decrease in gain on sale of businesses and long-lived assets of $7 million; and an increase in bad debt expense of $5 million for the second quarter of 2024. The decrease in adjusted diluted EPS for the second quarter of 2024, as compared to the second quarter of 2023, was driven by the continuing secular decline in checks, business forms and some business accessories, as well as the impact of business exits, inflationary pressures on our cost structure, and increased bad debt expense. Partially offsetting these decreases in adjusted EPS were our pricing and cost optimization actions, growth in Merchant Services and lower interest expense.

Current report

The decreases in adjusted EBITDA for the second quarter and first half of 2024, as compared to the same periods in 2023, were due to the continuing secular decline in checks, business forms and some business accessories; inflationary pressures on hourly wages, materials and delivery; and for the first half of 2024, investments in our technology infrastructure. In addition, adjusted EBITDA decreased $7 million for the second quarter of 2024 and $13 million for the first half of 2024 due to the business exits discussed under Executive Overview, and increased bad debt expense also contributed to the decrease. Partially offsetting these decreases in adjusted EBITDA were the benefits of our pricing and cost optimization actions, growth in Merchant Services, and for the first half of 2024, growth in Data Solutions.

Current report

Reconciliations to the comparable GAAP financial measures for adjusted EBITDA, adjusted diluted EPS and free cash flow for the year ended December 31, 2023 can be found in the MD&A section of the 2023 Form 10-K, under the caption entitled Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section.
Removed paragraphs (3)

Previous report

•gains of $8.6 million from sales of businesses and long-lived assets; and

Previous report

Adjusted EBITDA was flat for the first quarter of 2024, as compared to the first quarter of 2023. Adjusted EBITDA benefited from our pricing and cost optimization actions and growth in our Data Solutions and Merchant Services business. Offsetting these increases in adjusted EBITDA were the continuing secular decline in checks, business forms and some business accessories; a reduction of approximately $6 million related to the business exits discussed under Executive Overview; continued inflationary pressures on hourly wages, materials and delivery; and investments in our technology infrastructure.
Reworded paragraphs (41)

Previous wording

•Executive Overview that discusses what we do, our operating results at a high level and our financial outlook for the upcoming year;

Current wording

•Executive Overview that discusses what we do, our operating results at a high level and our financial outlook for the year;

Previous wording

A detailed discussion of our strategy can be found in Part I, Item 1 of the 2023 Form 10-K. Having substantially completed our infrastructure modernization initiatives, we have shifted our focus to growth investments, primarily in our payments and data businesses, so that we can continue to drive scale, with the goal of growing profits faster than revenue. Our operations continue to benefit from our disciplined pricing actions and overall cost management. During the third quarter of 2023, we announced our North Star program, the goal of which is to further drive shareholder value by (1) expanding our EBITDA growth trajectory, (2) driving increased cash flow, (3) paying down debt, and (4) improving our leverage ratio. Further information can be found in Restructuring and Integration Expense.

Current wording

A detailed discussion of our strategy can be found in Part I, Item 1 of the 2023 Form 10-K. Having substantially completed our infrastructure modernization initiatives, we have shifted our focus to growth investments, primarily in our payments and data businesses, so that we can continue to drive scale, with the goal of growing profits faster than revenue. Our operations continue to benefit from our disciplined pricing actions and overall cost management. During the third quarter of 2023, we announced our North Star program, the goal of which is to further drive shareholder value by (1) expanding our EBITDA growth trajectory, (2) driving increased cash flow, (3) paying down debt, and (4) improving our leverage ratio. We have begun to see the benefits of our North Star initiatives, with both adjusted EBITDA and adjusted EBITDA margin for the first half of the year improving over 2023, excluding the impact of business exits. Further information can be found in Restructuring and Integration Expense.

Previous wording

Realignment – During the first quarter of 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment structure during 2023. Information regarding our realigned reportable segments for the first quarter of 2024 and 2023 can be found under the caption "Note 15: Business Segment Information" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part 1, Item 1 of this report.

Current wording

Realignment – Effective January 1, 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment structure during 2023. Information regarding our realigned reportable segments for the second quarter and first half of 2024 and 2023 can be found under the caption "Note 15: Business Segment Information" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part 1, Item 1 of this report.

Previous wording

2024 earnings vs. 2023 – Multiple factors drove the increase in net income for the first quarter of 2024, as compared to the first quarter of 2023, including:

Current wording

2024 earnings vs. 2023 – Multiple factors drove the increase in net income for the first half of 2024, as compared to the first half of 2023, including:

Previous wording

•price increases in response to the continued inflationary environment;

Current wording

•price increases in response to the inflationary environment;

Previous wording

•continued inflationary pressures on hourly wages, materials and delivery; and

Current wording

•inflationary pressures on hourly wages, materials and delivery;

Previous wording

Diluted EPS of $0.24 for the first quarter of 2024, as compared to $0.06 for the first quarter of 2023, reflects the increase in net income as described in the preceding paragraphs. Adjusted diluted EPS for the first quarter of 2024 was $0.76 compared to $0.80 for the first quarter of 2023, and excludes the impact of non-cash items or items that we believe are not indicative of our current period operating performance. The decrease in adjusted diluted EPS was driven by the continuing secular decline in checks, business forms and some business accessories, continued inflationary pressures on our cost structure, and the impact of business exits, which we estimate reduced adjusted diluted EPS by approximately $0.07 year-over-year. These decreases in adjusted diluted EPS were partially offset by price increases in response to the continued inflationary environment, the benefit of various cost optimization actions across functional areas, and growth in the Data Solutions and Merchant Services segments. A reconciliation of diluted EPS to adjusted diluted EPS can be found in Consolidated Results of Operations.

Current wording

Diluted EPS of $0.70 for the first half of 2024, as compared to $0.44 for the first half of 2023, reflects the increase in net income as described in the preceding paragraphs, partially offset by higher shares outstanding in 2024. Adjusted diluted EPS for the first half of 2024 was $1.62 compared to $1.73 for the first half of 2023, and excludes the impact of non-cash items or items that we believe are not indicative of our current period operating performance. The decrease in adjusted diluted EPS was driven by the continuing secular decline in checks, business forms and some business accessories, as well as the impact of business exits, which we estimate reduced adjusted diluted EPS by approximately $0.18 year-over-year, and inflationary pressures on our cost structure. These decreases in adjusted diluted EPS were partially offset by price increases in response to the inflationary environment, the benefit of various cost optimization actions across functional areas, and growth in the Data Solutions and Merchant Services segments. A reconciliation of diluted EPS to adjusted diluted EPS can be found in Consolidated Results of Operations.

Previous wording

Cash flows and liquidity – Net cash provided by operating activities increased $33.3 million for the first quarter of 2024, as compared to the first quarter of 2023, driven, in large part, by positive working capital changes as we focus on optimizing cash flows from accounts receivable, inventory and accounts payable. In addition, payments for income taxes decreased $6.1 million due to the timing of payments and performance-based compensation payments decreased $5.0 million compared to the prior year. Partially offsetting these increases in operating cash flow was the impact of our business exits and a $5.1 million increase in interest payments as a result of rising interest rates. Free cash flow increased $38.4 million for the first quarter of 2024, as compared to the first quarter of 2023. Total debt was $1.56 billion and net debt was $1.54 billion as of March 31, 2024. We held cash and cash equivalents of $23.5 million as of March 31, 2024, and liquidity was $275.8 million. Our capital allocation priorities are to reduce our debt and net leverage, deliver high return internal investments and pay our dividend. We continue to responsibly invest the free cash flow generated by our Print business into our growth businesses. A reconciliation of free cash flow, net debt and liquidity to the comparable GAAP financial measures can be found in Consolidated Results of Operations.

Current wording

Cash flows and liquidity – Net cash provided by operating activities increased $18.9 million for the first half of 2024, as compared to the first half of 2023, driven, in large part, by our pricing and cost management initiatives and a reduction in restructuring costs in 2024. In addition, payments for income taxes decreased $9.1 million due to the timing of payments, payments for cloud computing implementation costs decreased $5.8 million related to costs incurred in 2023 for the implementation of our enterprise resource planning ("ERP") system, and performance-based compensation payments decreased $5.3 million compared to the prior year. Partially offsetting these increases in operating cash flow was the continuing secular decline in checks, business forms and some business accessories, as well as the impact of our business exits and inflationary pressures on our cost structure. Free cash flow increased $26.2 million for the first half of 2024, as compared to the first half of 2023. Total debt was $1.56 billion and net debt was $1.53 billion as of June 30, 2024. We held cash and cash equivalents of $23.1 million as of June 30, 2024, and liquidity was $292.4 million. Our capital allocation priorities are to reduce our debt and net leverage, deliver high return internal investments and pay our dividend. We continue to responsibly invest the free cash flow generated by our Print business into our growth businesses. A reconciliation of free cash flow, net debt and liquidity to the comparable GAAP financial measures can be found in Consolidated Results of Operations.

Previous wording

Recent market conditions – Interest expense has increased in recent quarters as a result of the rising interest rate environment. As of March 31, 2024, we held interest rate swaps that effectively convert $755.4 million of our variable-rate debt to a fixed rate. As a result, 78% of our debt had a fixed rate of 7.0% as of March 31, 2024, which partially insulates us from future interest rate increases.

Current wording

Recent market conditions – We continually monitor the interest rate environment and its impact on our outstanding debt. As of June 30, 2024, we held interest rate swaps that effectively convert $739.2 million of our variable-rate debt to a fixed rate. As a result, 77% of our debt had a weighted-average fixed rate of 7.0% as of June 30, 2024, which partially insulates us from future interest rate increases.

Previous wording

We continue to monitor inflationary pressures on our labor, delivery and material costs. In response to the inflationary environment, we implemented targeted price increases, primarily in our Print segment. Despite the price changes, we continue to experience healthy revenue volumes, demonstrating the strength of our business and continued demand for our products. We have, at times, experienced some supply disruptions impacting certain printed products in our Print segment. We continuously monitor our supply chain to avoid delays or disruptions. We have also experienced labor supply issues in certain portions of our business. It remains difficult to estimate the severity and duration of the current inflationary environment or supply chain and labor issues on our business, financial position or results of operations.

Current wording

We continue to monitor inflationary pressures on our labor, delivery and material costs. In response to the inflationary environment, we implemented targeted price increases, primarily in our Print segment and more recently in Merchant Services. Despite the price changes, we continue to experience healthy revenue volumes, demonstrating the strength of our business and continued demand for our products. We have, at times, experienced some supply disruptions impacting certain printed products in our Print segment. We continuously monitor our supply chain to avoid delays or disruptions. We have also experienced labor supply issues in portions of our business. It remains difficult to estimate the severity and duration of inflation or supply chain and labor issues on our business, financial position or results of operations.

Previous wording

We expect that revenue for 2024 will be between $2.14 billion and $2.18 billion, excluding revenue from the payroll and human resources services business that we are currently in the process of exiting, compared to 2023 revenue of $2.19 billion. The 2023 amount included revenue of approximately $56 million from our various business exits. We expect that adjusted EBITDA for the full year will be between $400 million and $420 million, excluding the payroll and human resources services business that we are currently in the process of exiting, as compared to $417 million for 2023. The 2023 amount included adjusted EBITDA of approximately $26 million from our business exits. These estimates are subject to, among other things, prevailing macroeconomic conditions, global unrest, labor supply issues, inflation and the impact of business exits. Information regarding our revenue and Adjusted EBITDA outlook information can be found in Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section.

Current wording

We expect that revenue for 2024 will be between $2.12 billion and $2.16 billion, compared to 2023 revenue of $2.19 billion, which included revenue of approximately $56 million from our various business exits. We expect that adjusted EBITDA for the full year will be between $400 million and $420 million, compared to $417 million for 2023, which included adjusted EBITDA of approximately $26 million from our business exits. We expect that adjusted diluted EPS for 2024 will be between $3.10 and $3.40, compared to $3.32 for 2023, which included approximately $0.30 from our business exits, and we expect that free cash flow for the full year will be between $80 million and $100 million, compared to $98 million for 2023. Our outlook ranges exclude the payroll and human resources services business that we are currently in the process of exiting. These estimates are subject to, among other things, prevailing macroeconomic conditions, global unrest, labor supply issues, inflation and the impact of business exits. Information regarding our outlook information can be found in Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section.

Previous wording

As of March 31, 2024, we held cash and cash equivalents of $23.5 million and $252.2 million was available for borrowing under our revolving credit facility. We anticipate that capital expenditures will be approximately $100 million for the full year, as compared to $101 million for 2023, as we continue with important innovation investments and building scale across our product categories. We also expect that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months, as well as our long-term capital requirements. We were in compliance with our debt covenants as of March 31, 2024, and we anticipate that we will remain in compliance with our debt covenants throughout the next 12 months.

Current wording

As of June 30, 2024, we held cash and cash equivalents of $23.1 million and $269.3 million was available for borrowing under our revolving credit facility. We anticipate that capital expenditures will be approximately $100 million for the full year, as compared to $101 million for 2023, as we continue with important innovation investments and building scale across our product categories. We also expect that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months, as well as our long-term capital requirements. We were in compliance with our debt covenants as of June 30, 2024, and we anticipate that we will remain in compliance with our debt covenants throughout the next 12 months.

Previous wording

The decrease in total revenue for the first quarter of 2024, as compared to the first quarter of 2023, was driven, in part, by the business exits discussed in Executive Overview, which resulted in a decrease in revenue of approximately $17 million for the first quarter of 2024. Also contributing to the decrease in revenue was the continuing secular decline in order volumes for checks, business forms and some business accessories, as well as a $5.4 million decrease in treasury management revenue due to reduced lockbox processing volumes and the transition from our dependency on one-time, non-recurring revenue to a recurring revenue model. Partially offsetting these decreases in revenue was growth in our Data Solutions and Merchant Services segments and price increases in response to the continued inflationary environment, primarily in our Print segment.

Current wording

The decreases in total revenue for the second quarter and first half of 2024, as compared to the same periods in 2023, were driven, in part, by the business exits discussed in Executive Overview, which resulted in a decrease in revenue of approximately $17 million for the second quarter of 2024 and $34 million for the first half of 2024. Also contributing to the decrease in revenue was the continuing secular decline in order volumes for checks, business forms and some business accessories, as well as a decrease in treasury management revenue due to reduced lockbox processing volumes and the transition from our dependency on one-time, non-recurring revenue to a recurring revenue model. Partially offsetting these decreases in revenue were price increases in response to the inflationary environment, primarily in the Print and Merchant Services segments, as well as growth in the Merchant Services segment driven by both increased volume and new customers. In addition, for the first half of 2024, strong demand for our data-driven marketing services drove a $13 million increase in revenue.

Previous wording

The slight increase in total cost of revenue for the first quarter of 2024, as compared to the first quarter of 2023, was driven by the revenue growth from new business, primarily in our Data Solutions and Merchant Services segments, as well as continued inflationary pressure on hourly wages, materials and delivery. In addition, cost of revenue for the first quarter of 2024 included additional amortization expense of $3.1 million related to the acceleration of amortization on the assets of our payroll and human resources business, which we are currently in the process of exiting. Almost entirely offsetting these increases in total cost of revenue was reduced revenue volume from the continuing secular decline in checks, business forms and some business accessories, as well as the benefit of our various cost optimization initiatives. In addition, total cost of revenue decreased approximately $6 million due to the business exits discussed under Executive Overview. Total cost of revenue as a percentage of total revenue for the first quarter of 2024 increased as compared to the first quarter of 2023, as the inflationary impacts, changes in marketing campaign and client mix in Data Solutions, and the accelerated amortization expense more than offset the benefit of our pricing and cost optimization actions.

Current wording

The decreases in total cost of revenue for the second quarter and first half of 2024, as compared to the same periods in 2023, were driven by reduced revenue volume from the continuing secular decline in checks, business forms and some business accessories, as well as the benefit of our various cost optimization initiatives and the decrease in treasury management revenue. In addition, total cost of revenue decreased approximately $7 million for the second quarter of 2024 and $13 million for the first half of 2024 due to the business exits discussed under Executive Overview, and restructuring and integration expense included in cost of revenue decreased $3 million for the second quarter of 2024 and $4 million for the first half of 2024. Partially offsetting these decreases in cost of revenue was the revenue growth in Merchant Services and inflationary pressure on hourly wages, materials and delivery. In addition, for the first half of 2024, strong demand for our data-driven marketing services drove an increase in cost of revenue, and we recorded additional amortization expense of $3 million related to the acceleration of amortization on the assets of our payroll and human resources business, which we are currently in the process of exiting.

Previous wording

The decrease in SG&A expense for the first quarter of 2024, as compared to the first quarter of 2023, was driven, in part, by various cost optimization actions, including workforce adjustments, marketing optimization and real estate rationalization, as well as a decrease related to the business exits discussed under Executive Overviewof approximately $3 million for the first quarter of 2024. Additionally, acquisition amortization decreased $5.6 million for the first quarter of 2024, as certain of our intangible assets are amortized using accelerated methods. These decreases in SG&A expense were partially offset by increased costs related to investments in our technology infrastructure.

Current wording

The decreases in SG&A expense for the second quarter and first half of 2024, as compared to the same periods in 2023, were driven, in large part, by our various cost management actions, including workforce adjustments, marketing optimization and real estate rationalization, as well as a decrease related to the business exits discussed under Executive Overviewof approximately $4 million for the second quarter of 2024 and $9 million for the first half of 2024. Additionally, acquisition amortization, excluding the impact of accelerated amortization resulting from changes in the estimated useful lives of certain intangible assets, decreased $6 million for the second quarter of 2024 and $12 million for the first half of 2024, as certain of our intangible assets are amortized using accelerated methods. These decreases in SG&A expense were partially offset by accelerated amortization of $7 million in the second quarter and first half of 2024 related to brand consolidation within the Merchant Services segment, and bad debt expense increased $5 million for the second quarter of 2024 and $6 million for the first half of 2024, primarily related to certain specific accounts receivable reserve adjustments. We do not expect this magnitude of accounts receivable reserve adjustments to continue over the last half of 2024. In addition, for the first half of 2024, we incurred increased costs related to investments in our technology infrastructure.

Previous wording

As discussed in Executive Overview, we are currently in the process of exiting our payroll and human resources services business, and we recognized related income of $7.6 million during the first quarter of 2024. Further information regarding this business exit can be found under the caption "Note 6: Divestitures" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part 1, Item 1 of this report.

Current wording

As discussed in Executive Overview, we are currently in the process of exiting our payroll and human resources services business, and we recognized income of $15.4 million during the second quarter of 2024 and $23.0 million during the first half of 2024 related to conversion agreements executed in 2023. In June 2023, we completed the sale of our North American web hosting and logo design businesses. Further information regarding these business exits can be found under the caption "Note 6: Divestitures" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part 1, Item 1 of this report.

Previous wording

The increase in interest expense for the first quarter of 2024, as compared to the first quarter of 2023, was primarily due to the increase in our weighted-average interest rate driven by the rising interest rate environment. The decrease in our average debt outstanding partially offset the impact of the higher interest rate. Based on the amount of variable-rate debt outstanding as of March 31, 2024, a one percentage point change in the weighted-average interest rate would result in a change in interest expense of approximately $3 million for the remainder of 2024.

Current wording

The decreases in interest expense for the second quarter and first half of 2024, as compared to the same periods in 2023, were primarily due to the decrease in average debt outstanding. For the first half of 2024, this decrease was partially offset by the impact of higher interest rates. Based on the amount of variable-rate debt outstanding as of June 30, 2024, a one percentage point change in the weighted-average interest rate would result in a change in interest expense of approximately $2 million for the remainder of 2024.

Previous wording

The change in our effective income tax rate for the first quarter of 2024, as compared to the first quarter of 2023, was driven primarily by the tax impact of share-based compensation in each period, partially offset by an increase in our foreign and state effective income tax rates compared to the first quarter of 2023.

Current wording

The change in our effective income tax rate for the second quarter of 2024, as compared to the second quarter of 2023, was driven primarily by the impact of business exit activities on the 2023 income tax rate.

Previous wording

The increases in net income and diluted EPS and the decrease in adjusted diluted EPS for the first quarter of 2024, as compared to the first quarter of 2023, were driven by the factors outlined in Executive Overview - 2024 earnings vs. 2023.

Current wording

The increases in net income and diluted EPS and the decrease in adjusted diluted EPS for the first half of 2024, as compared to the first half of 2023, were driven by the factors outlined in Executive Overview - 2024 earnings vs. 2023.

Previous wording

Adjusted EBITDA margin increased for the first quarter of 2024, as compared to the first quarter of 2023, as the pricing and cost optimization actions more than offset the inflationary pressures and our infrastructure investments.

Current wording

Adjusted EBITDA margin increased for the second quarter and first half of 2024, as compared to the same periods in 2023, as pricing and cost optimization actions more than offset the inflationary pressures, our infrastructure investments and the increase in bad debt expense.

Previous wording

Free cash flow – We define free cash flow as net cash provided by operating activities less purchases of capital assets. We believe that free cash flow is an important indicator of cash available for debt service and for shareholders, after making capital investments to maintain or expand our asset base. A limitation of using the free cash flow measure is that not all of our free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. We believe that the measure of free cash flow provides an additional metric to compare cash generated by operations on a consistent basis and to provide insight into the cash flow available to fund items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases.

Current wording

Free cash flow – We define free cash flow as net cash provided by operating activities less purchases of capital assets. We believe that free cash flow is an important indicator of cash available for debt service and for shareholders, after making capital investments to maintain or expand our asset base. A limitation of using the free cash flow measure is that not all of our free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our available cash. We believe that the measure of free cash flow provides an additional metric to compare cash generated by operations on a consistent basis and to provide insight into the cash flow available to fund items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases.

Previous wording

2024 outlook– Our revenue and adjusted EBITDA outlook for 2024 excludes the operations of the payroll and human resources business that we are currently in the process of exiting. Because the revenue from this business will gradually decrease as customers elect to convert to other service providers, we are unable to estimate the revenue or adjusted EBITDA that this business will generate in 2024. In addition, we do not reconcile our adjusted EBITDA outlook to the directly comparable GAAP financial measure because we do not provide outlook guidance for net income or the reconciling items between net income and adjusted EBITDA. Because of the substantial uncertainty and variability surrounding certain of the forward-looking reconciling items, including asset impairment charges, restructuring and integration costs, gains and losses on sales of businesses and long-lived assets, and certain legal-related expenses, a reconciliation of the non-GAAP financial measure outlook guidance to the corresponding GAAP measure is not available without unreasonable effort. The probable significance of certain of these reconciling items is high and, based on historical experience, could be material.

Current wording

2024 outlook– Our outlook information for 2024 excludes the operations of the payroll and human resources services business that we are currently in the process of exiting. Because the revenue from this business will gradually decrease as customers elect to convert to other service providers, we are unable to estimate the results of operations for this business for 2024. In addition, we do not reconcile our adjusted EBITDA, adjusted diluted EPS or free cash flow outlook to the directly comparable GAAP financial measures because we do not provide outlook guidance for the reconciling items between net income, adjusted net income and adjusted EBITDA, and certain of these reconciling items impact cash flows from operating activities. Because of the substantial uncertainty and variability surrounding certain of the forward-looking reconciling items, including asset impairment charges, restructuring and integration expense, gains and losses on sales of businesses and long-lived assets, and certain legal-related expenses, a reconciliation of the non-GAAP financial measure outlook guidance to the corresponding GAAP measure is not available without unreasonable effort. The probable significance of certain of these reconciling items is high and, based on historical experience, could be material.

Previous wording

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 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. Further information regarding our restructuring and integration expense, including expenses related to our North Star program, can be found under the caption "Note 9: Restructuring and Integration Expense" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part I, Item 1 of this report.

Current wording

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 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. We have made meaningful progress on all of the North Star initiatives, and we expect we will continue to see the benefits in our results of operations for the second half of this year and throughout 2025. For example, during the second quarter of 2024, we began the consolidation into one unified brand of all six brands acquired in 2021 as part of the First American acquisition. We expect that this will improve our marketing effectiveness and lower our costs over time. Further information regarding our restructuring and integration expense, including expenses related to our North Star program, can be found under the caption "Note 9: Restructuring and Integration Expense" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part I, Item 1 of this report.

Previous wording

We expect that the benefits of the various North Star initiatives will continue to ramp up over the coming quarters. The overall program targets a $100 million run-rate improvement in free cash flow and an $80 million run-rate improvement in adjusted EBITDA by 2026. Through March 31, 2024, we have incurred related restructuring and integration expense of approximately $60 million, and we expect to incur an additional $60 million to $80 million through 2025. These charges will include employee severance, professional services fees and other restructuring-related charges.

Current wording

We expect that the benefits of the various North Star initiatives will continue to ramp up over the coming quarters. The overall program targets a $100 million run-rate improvement in free cash flow and an $80 million run-rate improvement in adjusted EBITDA by 2026. Through June 30, 2024, we have incurred related restructuring and integration expense of approximately $70 million, and we anticipate that we will incur additional North Star restructuring and integration expense of approximately $50 million through 2025. These charges will include professional services fees, employee severance and other restructuring-related charges.

Previous wording

The majority of the employee reductions included in our restructuring and integration accruals as of March 31, 2024, as well as the related severance payments, are expected to be completed by the end of 2024. As a result of these employee reductions, including those related to our North Star program, we expect to realize annual cost savings of approximately $10 million in cost of sales and $25 million in SG&A expense in 2024, in comparison to our 2023 results of operations. In addition, we anticipate cost savings from facility closures of approximately $3 million in 2024, in comparison to our 2023 results of operations. Note that these savings may be offset by increased labor and other costs, including inflationary impacts and investments in the business.

Current wording

The majority of the employee reductions included in our restructuring and integration accruals as of June 30, 2024, as well as the related severance payments, are expected to be completed within the next year. As a result of these employee reductions, including those related to our North Star program, we expect to realize annual cost savings of approximately $10 million in cost of sales and $25 million in SG&A expense in 2024, in comparison to our 2023 results of operations. In addition, we anticipate cost savings from facility closures of approximately $3 million in 2024, in comparison to our 2023 results of operations. Note that these savings may be offset by increased labor and other costs, including inflationary impacts and investments in the business.

Previous wording

During the first quarter of 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment structure during 2023. Information regarding our realigned reportable segments for the first quarter of 2024 and 2023 can be found under the caption "Note 15: Business Segment Information" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part 1, Item 1 of this report, where information regarding revenue from our various product and service offerings can also be found.

Current wording

Effective January 1, 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment structure during 2023. Information regarding our realigned reportable segments can be found under the caption "Note 15: Business Segment Information" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part 1, Item 1 of this report, where information regarding revenue from our various product and service offerings can also be found.

Previous wording

The increase in total revenue for the first quarter of 2024, as compared to the first quarter of 2023, was driven by customer wins spanning our market channels, including our bank partner relationships and increasing penetration with integrated software vendors, or ISVs. In addition, revenue also benefited from favorable seasonal volumes for our government channel. For the full year, we anticipate mid-to-high single digit revenue growth.

Current wording

The increases in total revenue for the second quarter and first half of 2024, as compared to the same periods in 2023, were driven by customer wins spanning our market channels, including our bank partner relationships and increasing penetration with integrated software vendors, or ISVs. In addition, revenue also benefited from favorable volume, most notably in our government channel, as well as pricing actions in the second quarter of 2024 in response to the inflationary environment. For the full year, we anticipate mid to high single-digit revenue growth. Year-over-year comparisons in the fourth quarter of 2024, in particular, will be negatively impacted by a large customer conversion that we completed in the fourth quarter of 2023.

Previous wording

The increase in adjusted EBITDA for the first quarter of 2024, as compared to the first quarter of 2023, was driven primarily by the revenue growth. Adjusted EBITDA margin increased for the first quarter of 2024, as compared to the first quarter of 2023, driven, in large part, by the scalability of this business. For the full year, we expect adjusted EBITDA margin to be in the low 20% range.

Current wording

The increases in adjusted EBITDA for the second quarter and first half of 2024, as compared to the same periods in 2023, were driven primarily by the revenue growth and price increases. Adjusted EBITDA margin increased for the second quarter and first half of 2024, as compared to the same periods in 2023, driven by the scalability of this business and the pricing actions. For the full year, we expect adjusted EBITDA margin to be in the low 20% range.

Previous wording

Total revenue decreased for the first quarter of 2024, as compared to the first quarter of 2023, driven primarily by reduced lockbox processing volumes and some non-recurring hardware and other sales during the first quarter of 2023. We are in the midst of a transition from our dependency on one-time, non-recurring revenue to a recurring revenue model. As such, we are deliberately reducing focus on selling lower-margin products such as check imaging devices and one-time software licenses. We currently have a number of new remittance processing customers in the implementation phase, and we expect them to go live later this year. Partially offsetting these decreases in revenue was the benefit of a modest price increase implemented in response to the continued inflationary environment. For the full year, we anticipate flat to low single digit percentage revenue growth.

Current wording

Total revenue decreased for the second quarter and first half of 2024, as compared to the same periods in 2023, driven primarily by reduced lockbox processing volumes and some non-recurring hardware and other sales during 2023. We are in the midst of a transition from our dependency on one-time, non-recurring revenue to a recurring revenue model. As such, we are deliberately reducing focus on selling lower-margin products such as check imaging devices and one-time software licenses. We currently have a number of new remittance processing customers in the implementation phase, and we expect them to go live later this year. Partially offsetting these decreases in revenue was the benefit of a modest price increase implemented in response to the inflationary environment. For the full year, we anticipate that revenue will decline in the low single-digit percentage range as we continue to transition to recurring revenue.

Previous wording

Adjusted EBITDA decreased for the first quarter of 2024, as compared to the first quarter of 2023, driven primarily by the revenue decline and continued inflationary pressures on labor costs. Partially offsetting these decreases in adjusted EBITDA was the benefit of continued cost optimization initiatives, including the consolidation of our lockbox processing operations, which also drove the increase in adjusted EBITDA margin as compared to the first quarter of 2023. For the full year, we expect that adjusted EBITDA margin will be in the low- to mid-20% range.

Current wording

Adjusted EBITDA decreased for the second quarter and first half of 2024, as compared to the same periods in 2023, driven primarily by the revenue decline and inflationary pressures on labor costs. Partially offsetting these decreases in adjusted EBITDA was the benefit of continued cost optimization initiatives, including the consolidation of our lockbox processing operations, which also drove the increases in adjusted EBITDA margin as compared to 2023. Adjusted EBITDA margins are expected to improve to the low to mid-20% range for the full year.

Previous wording

The increase in total revenue for the first quarter of 2024, as compared to the first quarter of 2023, was driven primarily by strong demand for customer acquisition marketing activities across both our base of core financial institution partners, as well as our growing portfolio of other clients. In addition, as we noted a year ago, the data-driven marketing business saw several customers accelerate campaigns into the fourth quarter of 2022, pulling planned spend from the first quarter of 2023. This business does experience some quarter-to-quarter volatility driven by the timing of our customers' marketing campaigns, which presents a challenge when forecasting revenue. We do not anticipate that the first quarter 2024 growth rate will continue for the remainder of the year, but believe that our mid- to high-single digit longer term growth outlook remains appropriate from a full year perspective.

Current wording

The increase in total revenue for the first half of 2024, as compared to the first half of 2023, was driven primarily by strong demand for customer acquisition marketing activities across both our base of core financial institution partners, as well as our growing portfolio of other clients. New campaign activity remains strong, and we anticipate that our mid- to high single-digit longer term growth outlook remains appropriate from a full year perspective.

Previous wording

Adjusted EBITDA for the first quarter of 2024 increased compared to the first quarter of 2023, driven primarily by the increased data-driven marketing volume. Adjusted EBITDA margin increased for the first quarter of 2024, as compared to the first quarter of 2023, driven primarily by changes in campaign and client mix. For the full year, we anticipate that adjusted EBITDA will be in the low- to mid-20% range.

Current wording

Adjusted EBITDA for the second quarter and first half of 2024 increased compared to the same periods in 2023, driven primarily by changes in campaign timing and client mix and our cost optimization actions. For first half of 2024, adjusted EBITDA also benefited from the increase in data-driven marketing volume. Adjusted EBITDA margin increased for the second quarter and first half of 2024, as compared to the same periods in 2023, driven primarily by changes in campaign timing and client mix and cost optimization actions. For the full year, we anticipate that adjusted EBITDA will be in the low to mid-20% range.

Previous wording

The decrease in total revenue for the first quarter of 2024, as compared to the first quarter of 2023, was driven primarily by the continuing secular decline in order volumes for checks, business forms and some business accessories, as well as some demand softness for our promotional products. These decreases in revenue were partially offset by pricing actions in response to the continued inflationary environment. For the full year, we expect the percentage revenue decline to be in the low-to-mid single digits.

Current wording

The decreases in total revenue for the second quarter and first half of 2024, as compared to the same periods in 2023, were driven primarily by the continuing secular decline in order volumes for checks, business forms and some business accessories, as well as some demand softness for our promotional products. For the second quarter of 2024, the decrease was also partially attributable to benefits in the second quarter of 2023 from a revenue shift related to the implementation of our ERP system in the first quarter of 2023. These decreases in revenue were partially offset by pricing actions in response to the inflationary environment. For the full year, we expect that the percentage revenue decline will be in the low to mid-single digits.

Previous wording

The decrease in adjusted EBITDA for the first quarter of 2024, as compared to the first quarter of 2023, was driven by the secular decline in order volumes, reduced volume for our promotional products, and continued inflationary pressures on delivery and materials. These decreases in adjusted EBITDA were partially offset by pricing actions in response to the continued inflationary environment, as well as the benefit of various cost optimization initiatives. Adjusted EBITDA margin for the first quarter of 2024 decreased slightly as compared to the first quarter of 2023, as the the impact of inflationary cost pressures and the lower order volumes more than offset the benefit of pricing and cost optimization actions. For the full year, we expect adjusted EBITDA margin to remain in the low 30% range.

Current wording

The decreases in adjusted EBITDA for the second quarter and first half of 2024, as compared to the same periods in 2023, were driven by the secular decline in order volumes, reduced volume for our promotional products, and inflationary pressures on delivery and materials. In addition, adjusted EBITDA was impacted by increased bad debt expense, primarily related to certain specific accounts receivable reserve adjustments that we do not expect to continue over the last half of 2024. These decreases in adjusted EBITDA were partially offset by pricing actions in response to the inflationary environment, as well as the benefit of various cost optimization initiatives. We remain focused on operating expense discipline and overall efficiency in this segment. Adjusted EBITDA margin for the second quarter and first half of 2024 decreased as compared to the same periods in 2023, as the impact of inflationary cost pressures, the lower order volumes and the increased bad debt expense more than offset the benefit of pricing and cost optimization actions. For the full year, we continue to expect adjusted EBITDA margin in the low 30% range.

Previous wording

As of March 31, 2024, we held cash and cash equivalents of $23.5 million and restricted cash and restricted cash equivalents included in funds held for customers and other non-current assets of $111.3 million. The following table shows our cash flow activity for the quarters ended March 31, 2024 and 2023 and should be read in conjunction with the consolidated statements of cash flows appearing in Part I, Item 1 of this report.

Current wording

As of June 30, 2024, we held cash and cash equivalents of $23.1 million and restricted cash and restricted cash equivalents included in funds held for customers and other non-current assets of $54.9 million. The following table shows our cash flow activity for the six months ended June 30, 2024 and 2023 and should be read in conjunction with the consolidated statements of cash flows appearing in Part I, Item 1 of this report.

Previous wording

Net cash provided by operating activities increased $33.3 million for the first quarter of 2024, as compared to the first quarter of 2023, driven, in large part, by positive working capital changes as we focus on optimizing cash flows from accounts receivable, inventory and accounts payable. In addition, payments for income taxes decreased $6.1 million due to the timing of payments and performance-based compensation payments decreased $5.0 million compared to the prior year. Partially offsetting these increases in operating cash flows was the impact of our business exits and a $5.1 million increase in interest payments as a result of rising interest rates.

Current wording

Net cash provided by operating activities increased $18.9 million for the first half of 2024, as compared to the first half of 2023, driven, in large part, by our pricing and cost management initiatives and a reduction in restructuring costs in 2024. In addition, payments for income taxes decreased $9.1 million due to the timing of payments, payments for cloud computing implementation costs decreased $5.8 million related to costs incurred in 2023 for the implementation of our ERP system, and performance-based compensation payments decreased $5.3 million compared to the prior year. Partially offsetting these increases in operating cash flow was the continuing secular decline in checks, business forms and some business accessories, as well as the impact of our business exits and inflationary pressures on our cost structure.

Previous wording

Net cash used by investing activities for the first quarter of 2024 was $4.9 million less than the first quarter of 2023, driven by a $5.1 million decrease in capital expenditures in 2024.

Current wording

Net cash used by investing activities for the first half of 2024 was $6.0 million higher than the first half of 2023, driven by lower proceeds from business exit activities in 2024 and payments of $10 million in 2023 related to a joint venture focused on launching and marketing a business payment distribution technology platform. Partially offsetting these increases in net cash used by investing activities was a $7.3 million decrease in capital expenditures in 2024.

Previous wording

Net cash used by financing activities for the first quarter of 2024 was $204.3 million higher than the first quarter of 2023, driven primarily by the net change in customer fund obligations in each period. This activity in the first quarter of each year is driven by the seasonal nature of a portion of our Merchant Services segment under which property tax payments are collected in December and are paid on behalf of customers the following year. In addition, payments on long-term debt increased for the first quarter of 2024, as compared to net borrowings in the first quarter of 2023, driven by the favorable operating cash flow and the use of cash on hand at December 31, 2023.

Current wording

Net cash used by financing activities for the first half of 2024 was $237.9 million higher than the first half of 2023, driven primarily by the net change in customer fund obligations in each period. In the first quarter of each year, we see a significant decrease in customer fund obligations driven by the seasonal nature of a portion of our Merchant Services segment. Property tax payments are collected in December and are paid on behalf of customers the following year. In addition, our customer fund obligations decreased due to our exit from the payroll business as discussed under Executive Overview. Also contributing to the increase in net cash used by financing activities were net payments on long-term debt during the first half of 2024, as compared to net borrowings in the first half of 2023, driven by the favorable operating cash flow and the use of cash on hand at December 31, 2023.

Previous wording

As of March 31, 2024, $252.2 million was available for borrowing under our revolving credit facility. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months, as well as our long-term capital requirements. We anticipate that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change.

Current wording

As of June 30, 2024, $269.3 million was available for borrowing under our revolving credit facility. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months, as well as our long-term capital requirements. We anticipate that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change.

Previous wording

In March 2024, we entered into an accounts receivable financing facility with a capacity of up to $80 million. Through March 31, 2023, we had drawn $65 million on this facility, directing these funds toward prepayments against our secured term loan facility. As such, we have no remaining payments due under this facility in 2024. Further information regarding the terms and maturities of our debt, as well as our debt covenants, can be found under the caption "Note 12: Debt" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part I, Item 1 of this report. We were in compliance with our debt covenants as of March 31, 2024, and we anticipate that we will remain in compliance with our debt covenants throughout the next 12 months.

Current wording

In March 2024, we entered into an accounts receivable financing facility with a capacity of up to $80 million. As of June 30, 2024, $79 million was outstanding under the facility. We utilized the proceeds from these borrowings to prepay amounts due under our secured term loan facility. As such, we have no remaining payments due under the term loan facility in 2024. We were in compliance with our debt covenants as of June 30, 2024, and we anticipate that we will remain in compliance with our debt covenants throughout the next 12 months.

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Current report — wording carried from elsewhere

The decrease in total revenue for the second quarter of 2024, as compared to the second quarter of 2023, was driven primarily by campaign timing dynamics during 2023. This business experiences some quarter-to-quarter volatility driven by the timing of our customers' marketing campaigns, which presents a challenge when forecasting revenue.