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DELUXE CORP

For the period ended Mar 31, 2025. Filed May 2, 2025.

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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, 2025 · Filed May 2, 2025

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

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Consolidated Statements of Cash Flows

DELUXE CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)

Quarter EndedMarch 31,
(in thousands)20252024
Cash flows from operating activities:
Net income$14,048$10,830
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation5,6046,049
Amortization of intangibles29,67535,698
Amortization of prepaid product discounts8,2688,180
Employee share-based compensation expense5,4595,121
Operating lease expense3,6745,367
Amortization of cloud computing arrangement implementation costs4,2114,119
Gain on sale of businesses and long-lived assets—(8,581)
Deferred income taxes(4,768)(6,040)
Other non-cash items, net4,60510,153
Changes in assets and liabilities:
Trade accounts receivable(1,371)16,655
Inventories and supplies2,2331,942
Other current and non-current assets(2,588)(21,672)
Accounts payable11,3236,217
Prepaid product discount payments(8,518)(10,503)
Other accrued and non-current liabilities(21,574)(36,945)
Net cash provided by operating activities50,28126,590
Cash flows from investing activities:
Purchases of capital assets(25,968)(20,442)
Proceeds from sale of businesses and long-lived assets1,968—
Other(595)(116)
Net cash used by investing activities(24,595)(20,558)
Cash flows from financing activities:
Proceeds from issuing long-term debt and swingline loans, net of debt issuance costs167,680165,557
Payments on long-term debt and swingline loans(179,287)(200,125)
Net change in settlement processing obligations(237,037)(272,806)
Cash dividends paid to shareholders(14,531)(13,956)
Other(5,464)(5,249)
Net cash used by financing activities(268,639)(326,579)
Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents1,085(2,642)
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents(241,868)(323,189)
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year309,153458,033
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period (Note 3)$67,285$134,844

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, 2025, the consolidated statements of comprehensive income for the quarters ended March 31, 2025 and 2024, the consolidated statements of shareholders’ equity for the quarters ended March 31, 2025 and 2024, and the consolidated statements of cash flows for the quarters ended March 31, 2025 and 2024 are unaudited. The consolidated balance sheet as of December 31, 2024 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, 2024 (the "2024 Form 10-K").

The process of preparing our consolidated financial statements involves making various estimates and assumptions that impact the reported amounts in the consolidated financial statements and accompanying notes. These estimates are derived from our historical experience and other relevant factors and assumptions that we consider reasonable. These factors and assumptions form the foundation for our judgments regarding the carrying values of our assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities. It is important to note that actual results may vary significantly from these estimates and assumptions.

Comparability – The consolidated statement of cash flows for the quarter ended March 31, 2024 has been modified to conform to the current year presentation. Within net cash provided by operating activities, the immaterial payments for cloud computing arrangement implementation costs are no longer presented separately. Instead, they are included in other current and non-current assets.

NOTE 2:NEW ACCOUNTING PRONOUNCEMENTS

ASU No. 2023-09 – In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Improvements to Income Tax Disclosures. This standard modifies the required income tax disclosures to include specific categories in the income tax rate reconciliation and requires the disclosure of income tax payments by jurisdiction, among other changes. The guidance is effective for our annual consolidated financial statements for the year ending December 31, 2025. Both prospective and retrospective application of the standard is permitted upon adoption. We are currently evaluating the potential effects of adopting this new guidance on the disclosures within our consolidated financial statements.

ASU No. 2024-03 – In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This standard does not change the expense captions presented on the face of the income statement. Instead, it requires the disaggregation of certain expense captions into specified categories within the footnotes to the consolidated financial statements. This standard is effective for our annual consolidated financial statements for the year ending December 31, 2027. Both prospective and retrospective application of the standard is permitted upon adoption. We are currently evaluating the potential effects of adopting this new guidance on the disclosures within our consolidated financial statements.

NOTE 3:SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

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

(in thousands)March 31,2025December 31,2024
Trade accounts receivable – gross$182,837$183,196
Allowance for credit losses(9,147)(9,120)
Trade accounts receivable – net(1)$173,690$174,076

(1) Includes unbilled receivables of $59,785 as of March 31, 2025 and $47,341 as of December 31, 2024.

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

Changes in the allowance for credit losses for the quarters ended March 31, 2025 and March 31, 2024 were as follows:

Quarter EndedMarch 31,
(in thousands)20252024
Balance, beginning of year$9,120$6,541
Bad debt expense1,7702,960
Write-offs and other(1,743)(1,941)
Balance, end of period$9,147$7,560

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

(in thousands)March 31,2025December 31,2024
Finished and semi-finished goods$28,335$31,146
Raw materials and supplies17,19116,787
Reserve for excess and obsolete items(11,017)(11,540)
Inventories and supplies, net of reserve$34,509$36,393

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

(in thousands)March 31,2025December 31,2024
Conditional right to receive consideration$14,703$16,943
Unconditional right to receive consideration(1)13,9259,798
Revenue in excess of billings$28,628$26,741

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

Intangibles – Intangibles were comprised of the following:

March 31, 2025December 31, 2024
(in thousands)Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Internal-use software$508,947$(357,609)$151,338$488,840$(339,683)$149,157
Customer lists/relationships311,066(231,158)79,908311,578(223,272)88,306
Partner relationships76,200(19,874)56,32676,252(19,632)56,620
Technology-based intangibles65,000(31,146)33,85465,000(29,115)35,885
Software to be sold6,200(5,270)9306,200(5,115)1,085
Intangibles$967,413$(645,057)$322,356$947,870$(616,817)$331,053

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

Amortization of intangibles was $29,675 for the quarter ended March 31, 2025 and $35,698 for the quarter ended March 31, 2024. Based on the intangibles in service as of March 31, 2025, estimated future amortization expense is as follows:

(in thousands)Estimatedamortizationexpense
Remainder of 2025$76,913
202677,306
202748,964
202828,754
202916,108

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, 2025, we acquired or developed internal-use software of $19,133 with a weighted-average useful life of 3 years. Other intangibles acquired during the period were not material.

Goodwill – Changes in goodwill by reportable segment and in total were as follows for the quarter ended March 31, 2025:

(in thousands)Merchant ServicesB2B PaymentsData Solutions(1)Print(1)Total
Balance, December 31, 2024$727,688$160,431$40,804$493,814$1,422,737
Currency translation adjustment———44
Balance, March 31, 2025$727,688$160,431$40,804$493,818$1,422,741

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

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

(in thousands)March 31,2025December 31,2024
Postretirement benefit plan asset$109,279$107,524
Cloud computing arrangement implementation costs38,78742,470
Prepaid product discounts(1)38,59132,847
Deferred contract acquisition costs(2)19,00818,780
Loans and notes receivable from distributors, net of allowance for credit losses(3)10,57010,789
Other22,74324,234
Other non-current assets$238,978$236,644

(1) Amortization of prepaid product discounts was $8,268 for the quarter ended March 31, 2025 and $8,180 for the quarter ended March 31, 2024.

(2)Amortization of deferred contract acquisition costs was $2,857 for the quarter ended March 31, 2025 and $3,091 for the quarter ended March 31, 2024.

(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 $1,387 as of March 31, 2025 and $1,753 as of December 31, 2024. The allowance for credit losses was not material in either period.

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. Past due receivables and those on non-accrual status were not material as of March 31, 2025 or December 31, 2024.

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

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, 2025. There wereno write-offs or recoveries recorded during the quarter ended March 31, 2025.

Loans and notes receivable from distributors amortized cost basis by origination year
(in thousands)202420232020PriorTotal
Risk rating:
1-2 internal grade$893$300$827$10,748$12,768
3-4 internal grade—————
Loans and notes receivable$893$300$827$10,748$12,768

Accrued liabilities – Accrued liabilities were comprised of the following:

(in thousands)March 31,2025December 31,2024
Deferred revenue(1)$28,250$31,605
Employee cash bonuses, including sales incentives15,64333,422
Interest14,6109,493
Operating lease liabilities12,05712,406
Customer rebates9,38210,100
Prepaid product discounts8,0712,583
Wages and payroll liabilities, including vacation7,84310,321
Restructuring and integration (Note 8)6,3633,755
Other46,61735,908
Accrued liabilities$148,836$149,593

(1)Revenue recognized for amounts included in deferred revenue at the beginning of the period was $12,318 for the quarter ended March 31, 2025 and $14,644 for the quarter ended March 31, 2024.

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

(in thousands)March 31,2025March 31,2024
Cash and cash equivalents$30,316$23,544
Restricted cash and restricted cash equivalents included in settlement processing assets34,019108,227
Non-current restricted cash included in other non-current assets2,9503,073
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$67,285$134,844

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)20252024
Earnings per share – basic:
Net income$14,048$10,830
Net income attributable to non-controlling interest(35)(27)
Net income attributable to Deluxe14,01310,803
Income allocated to participating securities(3)(9)
Income attributable to Deluxe available to common shareholders$14,010$10,794
Weighted-average shares outstanding44,55143,917
Earnings per share – basic$0.31$0.25
Earnings per share – diluted:
Net income$14,048$10,830
Net income attributable to non-controlling interest(35)(27)
Net income attributable to Deluxe14,01310,803
Income allocated to participating securities(3)(9)
Re-measurement of share-based awards classified as liabilities(66)(37)
Income attributable to Deluxe available to common shareholders$13,944$10,757
Weighted-average shares outstanding44,55143,917
Dilutive impact of potential common shares729570
Weighted-average shares and potential common shares outstanding45,28044,487
Earnings per share – diluted$0.31$0.24
Antidilutive potential common shares excluded from calculation1,1971,350

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) · 2025 · 2024
Amortization of postretirement benefit plan items:
Prior service credit$355$355Other income, net
Net actuarial loss(212)(334)Other income, net
Total amortization14321Other income, net
Tax expense(75)(43)Income tax provision
Amortization of postretirement benefit plan items, net of tax68(22)Net income
Cash flow hedges:
Realized gain on cash flow hedges—915Interest expense
Tax expense—(247)Income tax provision
Realized gain on cash flow hedges, net of tax—668Net income
Total reclassifications, net of tax$68$646

Accumulated other comprehensive loss –Changes in the components of accumulated other comprehensive loss for the quarters ended March 31, 2025 and March 31, 2024 were as follows:

(in thousands)Postretirement benefit plansCurrency translation adjustmentAccumulated other comprehensive loss
Balance, December 31, 2024$(16,566)$(13,350)$(29,916)
Other comprehensive loss before reclassifications—(48)(48)
Amounts reclassified from accumulated other comprehensive loss(68)—(68)
Net current-period other comprehensive loss(68)(48)(116)
Balance, March 31, 2025$(16,634)$(13,398)$(30,032)
(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)

NOTE 6:DIVESTITURES

In recent years, we decided to exit certain businesses and dispose of other assets. We believe these actions have enabled us to concentrate our resources on our growth businesses, while optimizing our operations.

In September and December 2023, we executed agreements to transition our U.S. and Canadian payroll and human resources services customers to other service providers. The recognition of income from this business exit was based on the timing of customer conversion and retention activities, which were substantially completed during 2024. The remaining cash proceeds from this business exit were received during the quarter ended March 31, 2025. The results of this business are reported as All other in Note 13.

Business exits and asset sales were as follows for the quarters ended March 31, 2025 and March 31, 2024:

(in thousands)Gain on sale of businesses and long-lived assetsProceeds from sale of businesses and long-lived assets
Quarter ended March 31, 2025:
Payroll and human resources services business$—$1,968
Quarter ended March 31, 2024:
Payroll and human resources services business$7,581$—
Small business distributor customer list(1)1,000—
Total$8,581$—

(1) A note receivable was executed in conjunction with this sale. No cash proceeds were received.

NOTE 7:FAIR VALUE MEASUREMENTS

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

Fair value measurements using
March 31, 2025 · 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
Amortized cost:
Loans and notes receivable from distributorsOther current and other non-current assets$11,957$13,320$—$—$13,320
Long-term debtCurrent portion of long-term debt and long-term debt1,492,5451,470,714—1,470,714—

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

Fair value measurements using
December 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
Amortized cost:
Loans and notes receivable from distributorsOther current and other non-current assets$12,541$13,013$—$—$13,013
Long-term debtCurrent portion of long-term debt and long-term debt1,503,1511,508,347—1,508,347—
NOTE 8:RESTRUCTURING AND INTEGRATION EXPENSE

Restructuring and integration expense consists of costs related to initiatives aimed at driving earnings and cash flow growth, including costs related to the consolidation and migration of certain applications and processes. These costs consist primarily of consulting, project management services, internal labor, and other items such as facility closure and consolidation costs. Additionally, 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 this program is to enhance shareholder value by (1) accelerating our adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) growth, (2) increasing cash flow, (3) reducing debt, and (4) improving our leverage ratio. North Star is a comprehensive, multi-year plan that balances cost reduction and growth opportunities. On the cost side, we are focused on refining our organizational structure and transforming our infrastructure and operations. We have successfully completed the material elements of our organizational redesign, which included consolidating similar roles, reducing hierarchical layers, and expanding spans of control. We are also leveraging technology and process automation to digitize and streamline our operations. Additionally, we are scaling our operations by consolidating back-office functions and tapping into the global labor market. The associated restructuring and integration expense, which consisted primarily of consulting and employee severance costs, was approximately $8,000 during the quarter ended March 31, 2025 and $12,000 during the quarter ended March 31, 2024. To date, we have incurred expense of approximately $103,000, and we anticipate that we will incur approximately $7,000 of additional North Star restructuring and integration expense in 2025.

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

Quarter EndedMarch 31,
(in thousands)20252024
Total cost of revenue$752$933
Operating expenses7,66813,804
Restructuring and integration expense$8,420$14,737

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

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

Quarter EndedMarch 31,
(in thousands)20252024
Employee severance benefits$4,453$1,972
External consulting and other costs2,5237,969
Internal labor988838
Other4563,958
Restructuring and integration expense$8,420$14,737

Our restructuring and integration accruals are included in accrued liabilities on the consolidated balance sheets. These accruals represent the anticipated cash payments necessary to fulfill the remaining severance obligations for employees who have already been terminated, as well as those expected to be terminated under our various initiatives. We expect that the majority of employee reductions and the associated severance payments will be completed by the end of 2025.

Changes in our restructuring and integration accruals were as follows:

(in thousands)Employee severance benefits
Balance, December 31, 2024$3,755
Charges4,644
Reversals(191)
Payments(1,845)
Balance, March 31, 2025$6,363

The charges and reversals shown in the rollforward of our restructuring and integration accruals exclude items that are expensed as incurred, as these items are not included in accrued liabilities on the consolidated balance sheets.

NOTE 9:INCOME TAX PROVISION

Our effective income tax rate was 27.1% for the quarter ended March 31, 2025, while our effective income tax rate for the year ended December 31, 2024 was 30.8%. Compared to our 2024 annual rate, the 2025 tax rate benefited from lower tax impacts for our foreign operations, changes in the deferred income tax valuation allowance, and share-based compensation, partly offset by a benefit from return-to-provision adjustments recorded in 2024 that did not recur in 2025. For comparison, the reconciliation of our annual effective income tax rate for 2024 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 located in the 2024 Form 10-K.

Our effective income tax rate for the first quarter of 2025 decreased compared to the effective income tax rate of 33.8% for the first quarter of 2024. This reduction was primarily due to lower tax rate impacts in 2025 from our foreign operations, share-based compensation, and non-deductible executive compensation, partially offset by an increase in our effective state income tax rate.

NOTE 10:POSTRETIREMENT BENEFITS

We have historically offered certain health care benefits to a large number of our eligible retired U.S. employees. In addition to our retiree health care plan, we also maintain an inactive 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 located in the 2024 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, net on the consolidated statements of comprehensive income and consisted of the following components:

Quarter EndedMarch 31,
(in thousands)20252024
Interest cost$397$435
Expected return on plan assets(2,137)(2,099)
Amortization of prior service credit(355)(355)
Amortization of net actuarial losses212334
Net periodic benefit income$(1,883)$(1,685)
NOTE 11:DEBT

Debt outstanding was comprised of the following:

(in thousands)March 31,2025December 31, 2024
Senior secured term loan facility$490,625$500,000
Senior unsecured notes475,000475,000
Senior secured notes450,000450,000
Securitization obligations70,68678,917
Amounts drawn on senior secured revolving credit facility24,00018,000
Total principal amount1,510,3111,521,917
Less: unamortized discount and debt issuance costs(17,766)(18,766)
Total debt, net of discount and debt issuance costs1,492,5451,503,151
Less: current portion of long-term debt, net of debt issuance costs(37,163)(37,130)
Long-term debt$1,455,382$1,466,021

Maturities of long-term debt were as follows as of March 31, 2025:

(in thousands)Debt obligations
Remainder of 2025$28,125
202637,500
2027108,186
202850,000
20291,286,500
Total principal amount$1,510,311

Credit facility –In December 2024, we executed a $900,000 senior secured credit facility, which includes commitments of $400,000 under a revolving credit facility and $500,000 under a 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 can be borrowed, repaid, and re-borrowed until February 1, 2029, at which point all outstanding amounts must be repaid. The term loan facility is structured to be repaid in equal quarterly installments of $9,375 through December 2027 and $12,500 from March 2028 to December 2028, with the remaining balance due on February 1, 2029. The term loan facility includes mandatory prepayment requirements related to asset sales, certain casualty or other insured damage to assets, and new debt (excluding permitted debt), subject to certain limitations. No premium or penalty is incurred for 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 on the credit facility is payable at a fluctuating rate, as outlined in the credit agreement. A commitment fee is also payable on the unused portion of the revolving credit facility. Amounts outstanding under the credit facility had a weighted-average interest rate of 6.92% as of March 31, 2025 and 7.23% as of December 31, 2024.

Borrowings under the credit facility are secured 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 includes customary covenants that limit levels of indebtedness, liens, mergers, certain asset dispositions, changes in business, advances, investments, loans, and restricted payments. These covenants are subject to various limitations and exceptions outlined in the credit agreement. Additionally, the credit agreement imposes requirements on our consolidated total leverage ratio and our consolidated secured leverage ratio. The consolidated total leverage ratio is calculated as (i) consolidated indebtedness minus unrestricted cash and cash equivalents in excess of $15,000 to (ii) consolidated EBITDA for the period, as defined in the agreement. The consolidated secured leverage ratio is defined as (i) consolidated secured indebtedness minus unrestricted cash and cash equivalents in excess of $15,000 to (ii) consolidated EBITDA for the period, as defined in the agreement. These ratios may not equal or exceed the following amounts during the periods indicated:

Fiscal Quarter EndingConsolidated total leverage ratioConsolidated secured leverage ratio
March 31, 2025 through March 31, 20264.25 to 1.003.50 to 1.00
June 30, 2026 and each fiscal quarter thereafter4.00 to 1.003.25 to 1.00

Furthermore, we are required to maintain a minimum interest coverage ratio of at least 3.00 to 1.00 for the duration of the credit facility. This ratio is calculated as (i) consolidated EBITDA, as defined in the agreement, for the trailing four quarters to (ii) consolidated interest expense for the same period. In addition, if our consolidated total leverage exceeds 2.75 to 1.00, the aggregate amount of permitted dividends, incentive-based share repurchases, and repurchases under an open market repurchase program is limited to an annual amount of $60,000, provided that the amount of any share repurchases made under an open market repurchase program does not exceed $30,000 in a fiscal year.

Failure to comply with any of these requirements would constitute an event of default, which would enable the lenders to declare all amounts outstanding immediately due and payable. In such a scenario, the lenders would also have the right to enforce their interests against the collateral pledged if we are unable to settle the outstanding amounts. As of March 31, 2025, we were in compliance with all debt covenants.

The credit agreement includes customary representations and warranties. As a condition for borrowing, it requires that all such representations and warranties be true and correct in all material respects on the date of each borrowing. This includes representations affirming that there has been no material adverse change in our business, assets, operations, or financial condition.

As of March 31, 2025, amounts were available for borrowing under our revolving credit facility as follows:

(in thousands)Total available
Revolving credit facility commitment$400,000
Amounts drawn on revolving credit facility(24,000)
Outstanding letters of credit(1)(7,698)
Net available for borrowing as of March 31, 2025$368,302

(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 and secured notes – In June 2021, we issued $500,000 of 8.0% senior unsecured notes that mature in June 2029. These 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 were utilized to finance the acquisition of First American Payment Systems, L.P. Interest payments are due each June and December. During 2022, we repurchased $25,000 of these notes on the open market.

In December 2024, we issued $450,000 of 8.125% senior secured notes that mature in September 2029. However, if any of the senior unsecured notes issued in 2021 remain outstanding as of February 1, 2029, the 2024 senior secured notes will mature on February 1, 2029. These notes were also issued via a private placement under Rule 144A of the Securities Act of

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

  1. The proceeds from this offering, net of discount and offering costs, were $441,481, resulting in an effective interest rate of 8.6%. The net proceeds, along with borrowings under the credit facility executed in December 2024, were used to refinance our previous senior secured term loan facility and revolving credit facility. Interest payments for these notes are due each March and September.

The indentures governing these notes include covenants that restrict our ability, and that of our restricted subsidiaries to undertake certain actions. These restrictions include limitations on incurring additional debt and liens, issuing redeemable and preferred stock, paying dividends and distributions, making loans and investments, and consolidating, merging, or selling all or substantially all of our assets.

Securitization facility – In March 2024, Deluxe Receivables LLC, a wholly-owned subsidiary, established a receivables financing agreement (the “Securitization Facility”). This agreement terminates in March 2027, unless extended per its terms. The maximum borrowing capacity under the Securitization Facility is $80,000, subject to certain borrowing base adjustments. Under this agreement, we have sold and will continue to automatically sell certain accounts receivable to the subsidiary, which serve as collateral for borrowings under the facility and which totaled approximately $120,000 as of March 31, 2025. The initial proceeds from these borrowings were used to prepay amounts due under our former secured term loan facility. Borrowings accrue interest at a commercial paper rate for borrowings funded by a conduit lender through the issuance of notes, and for other borrowings, at the Secured Overnight Financing Rate plus an applicable margin. A commitment fee is charged on the unused portion of the facility, and interest and fees are payable monthly. Amounts outstanding under the facility had an interest rate of 5.87% as of March 31, 2025 and 6.22% as of December 31, 2024.

The Securitization Facility is treated as a collateralized financing activity rather than a sale of assets. Consequently, the subsidiary is consolidated, and the receivable balances pledged as collateral are reported as accounts receivable on the consolidated balance sheets while the borrowings are classified as long-term debt. Cash receipts from the underlying receivables are reflected as operating cash flows on the consolidated statements of cash flows, and borrowings and repayments under the collateralized loans are reflected as financing cash flows.

NOTE 12: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. This includes, but is not limited to, service failures, breaches of security, intellectual property rights, compliance with governmental regulations, and employment-related matters. Performance under these indemnities would generally be triggered by our breach of the terms of the contract.

When disposing of assets or businesses, we often provide representations, warranties, and indemnities to cover various risks. These risks may include 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, 2025 or December 31, 2024.

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, as well as those incurred, but not reported. These liabilities totaled $10,016 as of March 31, 2025 and $8,200 as of December 31, 2024, and are included in accrued liabilities and other non-current liabilities on the consolidated balance sheets. Our workers' compensation liability is recorded at present value, and the difference between the discounted and undiscounted liability was not material as of March 31, 2025 or December 31, 2024.

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 – The liabilities recorded for legal matters, along with the related charges recorded in each period, did not have a material impact on our financial position, results of operations, or liquidity during the periods presented. We do not anticipate that any of the currently identified claims or litigation will materially affect our financial position, results of operations, or liquidity upon resolution. However, it is important to note that litigation carries inherent uncertainties, and unfavorable rulings are possible.

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

Should an unfavorable ruling occur, it could have a material adverse effect on our financial position, results of operations, or liquidity in the period of the ruling or in future periods.

NOTE 13:BUSINESS SEGMENT INFORMATION

We operate the following reportable segments, generally organized by product and service 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, cash application, and payment acceptance solutions, as well as integrated accounts payable disbursements, such as eChecks, Medical Payment Exchange, and Deluxe Payment Exchange+, as well as fraud and security services.

Data Solutions – provides data, analytics, and marketing services for both business-to-business and business-to-consumer marketing, as well as financial institution profitability reporting and business incorporation services.

Print– provides printed personal and business checks, business essentials, including printed business forms and business accessories, as well as branded promotional, print, apparel, and digital storefront solutions.

The accounting policies applied to our segments are consistent with those outlined in the Notes to Consolidated Financial Statements included in the 2024 Form 10-K. We allocate corporate costs for shared services functions to our business segments when the costs are directly attributable to a specific segment. This allocation includes certain expenses related to sales and marketing, supply chain, real estate, finance, information technology, and legal services. Costs that cannot be directly attributed to a specific business segment are reported under Corporate operations. These costs primarily include marketing, accounting, information technology, human resources, facilities, executive management, and the legal, tax, and treasury functions that support the overall corporate structure.

Our segments operate primarily within the U.S., with some activities in Canada. The revenue and long-lived assets associated with our foreign operations were not material to our consolidated financial statements for the periods covered by this report. No single customer contributed more than 10% of our consolidated revenue during the quarters ended March 31, 2025 and March 31, 2024.

Our Chief Executive Officer serves as our chief operating decision maker (CODM). In this role, he evaluates the performance of each segment and makes resources allocation decisions based on adjusted EBITDA. Adjusted EBITDA for each segment excludes depreciation and amortization expense, interest expense, income tax expense, and certain other amounts that can vary from period to period. These amounts may include asset impairment charges, restructuring and integration expense, share-based compensation expense, certain legal and environmental expenses that fall outside the normal course of business, and gains or losses on the sale of businesses and long-lived assets.

The CODM uses adjusted EBITDA in both the annual planning and interim forecasting processes. On a monthly basis, the CODM reviews variances between actual results and plan, forecast, and prior year results, using this analysis to guide resource distribution and strategic adjustments. Additionally, the CODM compares segment adjusted EBITDA margins to those of competitors. This benchmarking is essential for evaluating the relative performance of our segments within the industry, ensuring that we remain competitive, and identifying areas for improvement. Furthermore, adjusted EBITDA plays a significant role in establishing employee performance-based compensation, aligning employee incentives with our financial goals. The CODM does not review segment asset information when making investment or operating decisions regarding our reportable segments.

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

The following is our segment information for the quarters ended March 31, 2025 and March 31, 2024:

Quarter Ended March 31,
(in thousands)20252024
Merchant Services:
Revenue$97,769$96,477
Other segment items(76,391)(75,040)
Adjusted EBITDA21,37821,437
B2B Payments:
Revenue70,15569,418
Other segment items(56,833)(56,157)
Adjusted EBITDA13,32213,261
Data Solutions:
Revenue77,22759,712
Other segment items(57,534)(44,843)
Adjusted EBITDA19,69314,869
Print:
Revenue291,304303,334
Other segment items(200,470)(212,378)
Adjusted EBITDA90,83490,956
Total reportable segments:
Revenue$536,455$528,941
Other segment items(391,228)(388,418)
Adjusted EBITDA145,227140,523
All other:(1)
Revenue166,014
Other segment items(52)(2,378)
Adjusted EBITDA(36)3,636
Total:
Revenue$536,471$534,955
Other segment items(391,280)(390,796)
Adjusted EBITDA145,191144,159

(1) Includes the payroll and human resources services business, which we substantially exited during 2024 (Note 6).

The CODM does not review segment expense information. Instead, he receives commentary that discusses variances between planned, forecasted, or prior year adjusted EBITDA amounts. This commentary may include discussion of relevant expense categories, which can vary from period to period based on the drivers of the variances. Additionally, the CODM reviews consolidated expense information as presented in our consolidated financial statements, as well as consolidated expenses for our various shared services support functions.

For all our segments, other segment items primarily consist of cost of revenue, selling expenses, and allocated costs of our shared services functions, including information technology, real estate, and finance costs. For our digital businesses, which include Merchant Services, B2B Payments, and Data Solutions, cost of revenue includes information technology costs, payroll and related expenses, and related overhead. For the Print segment, cost of revenue includes raw materials used to manufacture products, shipping and handling costs, third-party costs for outsourced products, payroll and related expenses, information technology costs, and related overhead. Selling expenses for all segments include costs associated with our sales organization and certain marketing and advertising expenses. They also encompass the costs of our call center operations for the Merchant Services, B2B Payments, and Print segments, as well as external commissions for the B2B Payments and Print segments.

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

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

Quarter EndedMarch 31,
(in thousands)20252024
Total segment adjusted EBITDA$145,191$144,159
Corporate operations(45,021)(43,701)
Depreciation and amortization expense(35,279)(41,747)
Interest expense(31,266)(30,809)
Net income attributable to non-controlling interest3527
Restructuring and integration expense(8,420)(14,737)
Share-based compensation expense(5,459)(5,121)
Certain legal and environmental expense(512)(300)
Gain on sale of businesses and long-lived assets—8,581
Income before income taxes$19,269$16,352

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

(in thousands)Merchant ServicesB2BPaymentsDataSolutionsPrintAllOtherConsolidated
Checks$—$—$—$175,209$—$175,209
Merchant services97,769————97,769
Data-driven marketing——71,994——71,994
Forms and other business products———60,530—60,530
Promotional solutions———55,565—55,565
Treasury management solutions—54,312———54,312
Other payment solutions—15,843———15,843
Other web-based solutions——5,233——5,233
Other————1616
Total revenue$97,769$70,155$77,227$291,304$16$536,471

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

(in thousands) · Merchant Services · B2BPayments · DataSolutions · Print · Allother · Consolidated
Checks$—$—$—$178,484$—$178,484
Merchant services96,477————96,477
Data-driven marketing——54,325——54,325
Forms and other business products———63,792—63,792
Promotional solutions———61,058—61,058
Treasury management solutions—55,077———55,077
Other payment solutions14,341—14,341
Other web-based solutions5,387—5,387
Other————6,0146,014
Total revenue$96,477$69,418$59,712$303,334$6,014$534,955
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