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DELUXE CORP

For the period ended Jun 30, 2025. Filed Aug 7, 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.

Jun 30, 2025 · Filed Aug 7, 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)

Six Months EndedJune 30,
(in thousands)20252024
Cash flows from operating activities:
Net income$36,469$31,327
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation11,18110,375
Amortization of intangibles57,57573,064
Amortization of prepaid product discounts16,44216,354
Employee share-based compensation expense11,63110,130
Operating lease expense7,3109,279
Amortization of cloud computing arrangement implementation costs8,2288,247
Gain on sale of businesses and long-lived assets—(23,982)
Deferred income taxes(9,564)(11,887)
Other non-cash items, net11,42121,871
Changes in assets and liabilities:
Trade accounts receivable(6,400)6,682
Inventories and supplies2,9692,029
Other current and non-current assets(1,871)(27,093)
Accounts payable(2,331)8,059
Prepaid product discount payments(16,021)(14,497)
Other accrued and non-current liabilities(25,665)(53,736)
Net cash provided by operating activities101,37466,222
Cash flows from investing activities:
Purchases of capital assets(49,260)(48,626)
Proceeds from sale of businesses and long-lived assets1,9684,738
Other3,017(50)
Net cash used by investing activities(44,275)(43,938)
Cash flows from financing activities:
Proceeds from issuing long-term debt and swingline loans, net of debt issuance costs254,793466,937
Payments on long-term debt and swingline loans(289,044)(504,306)
Net change in settlement processing obligations(258,372)(328,376)
Cash dividends paid to shareholders(28,068)(27,469)
Other(5,566)(5,395)
Net cash used by financing activities(326,257)(398,609)
Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents1,484(3,704)
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents(267,674)(380,029)
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)$41,479$78,004

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 June 30, 2025, the consolidated statements of comprehensive income for the quarters and six months ended June 30, 2025 and 2024, the consolidated statements of shareholders’ equity for the quarters and six months ended June 30, 2025 and 2024, and the consolidated statements of cash flows for the six months ended June 30, 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 six months ended June 30, 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) 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 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.

ASU No. 2025-05 – In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard introduces a practical expedient that companies can choose to apply when determining allowances for credit losses. Specifically, it permits companies to assume that the current conditions as of the balance sheet date remain unchanged throughout the remaining life of the assets. This standard is effective for us on January 1, 2026, and requires prospective application. We are currently assessing whether to adopt this practical expedient.

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

NOTE 3: SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

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

(in thousands)June 30,2025December 31,2024
Trade accounts receivable – gross$186,672$183,196
Allowance for credit losses(9,723)(9,120)
Trade accounts receivable – net(1)$176,949$174,076

(1) Includes unbilled receivables of $55,242 as of June 30, 2025 and $47,341 as of December 31, 2024.

Changes in the allowance for credit losses for the six months ended June 30, 2025 and June 30, 2024 were as follows:

Six Months EndedJune 30,
(in thousands)20252024
Balance, beginning of year$9,120$6,541
Bad debt expense3,7058,980
Write-offs and other(3,102)(5,937)
Balance, end of period$9,723$9,584

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

(in thousands)June 30,2025December 31,2024
Finished and semi-finished goods$26,786$31,146
Raw materials and supplies17,94316,787
Reserve for excess and obsolete items(10,990)(11,540)
Inventories and supplies, net of reserve$33,739$36,393

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

(in thousands)June 30,2025December 31,2024
Conditional right to receive consideration$19,022$16,943
Unconditional right to receive consideration(1)10,0819,798
Revenue in excess of billings$29,103$26,741

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

Intangibles – Intangibles were comprised of the following:

June 30, 2025December 31, 2024
(in thousands)Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Internal-use software$528,338$(373,868)$154,470$488,840$(339,683)$149,157
Customer lists/relationships310,150(238,209)71,941311,578(223,272)88,306
Partner relationships76,405(21,304)55,10176,252(19,632)56,620
Technology-based intangibles65,000(33,177)31,82365,000(29,115)35,885
Software to be sold6,200(5,425)7756,200(5,115)1,085
Intangibles$986,093$(671,983)$314,110$947,870$(616,817)$331,053

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

Amortization of intangibles was $27,900 for the quarter ended June 30, 2025, $37,366 for the quarter ended June 30, 2024, $57,575 for the six months ended June 30, 2025, and $73,064 for the six months ended June 30, 2024. During the quarter ended June 30, 2024, we modified the useful life of a trade name asset that we retired in the fourth quarter of 2024. This change resulted in incremental amortization expense of $6,674 during the second quarter of 2024.

Based on the intangibles in service as of June 30, 2025, estimated future amortization expense is as follows:

(in thousands)Estimatedamortizationexpense
Remainder of 2025$50,765
202677,726
202749,550
202828,858
202916,142

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 June 30, 2025, we acquired or developed internal-use software of $38,521 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 six months ended June 30, 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———6363
Balance, June 30, 2025$727,688$160,431$40,804$493,877$1,422,800

(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)June 30,2025December 31,2024
Postretirement benefit plan asset$111,148$107,524
Prepaid product discounts(1)36,84332,847
Cloud computing arrangement implementation costs34,86342,470
Deferred contract acquisition costs(2)18,75518,780
Loans and notes receivable from distributors, net of allowance for credit losses(3)9,93110,789
Other20,87824,234
Other non-current assets$232,418$236,644

(1) Amortization of prepaid product discounts was $16,442 for the six months ended June 30, 2025 and $16,354 for the six months ended June 30, 2024.

(2)Amortization of deferred contract acquisition costs was $5,844 for the six months ended June 30, 2025 and $6,298 for the six months ended June 30, 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 $1,652 as of June 30, 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 June 30, 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 June 30, 2025. There wereno write-offs or recoveries recorded during the six months ended June 30, 2025.

Loans and notes receivable from distributors amortized cost basis by origination year
(in thousands)202420232020PriorTotal
Risk rating:
1-2 internal grade$868$291$792$10,397$12,348
3-4 internal grade—————
Loans and notes receivable$868$291$792$10,397$12,348

Accrued liabilities – Accrued liabilities were comprised of the following:

(in thousands)June 30,2025December 31,2024
Deferred revenue(1)$27,305$31,605
Employee cash bonuses, including sales incentives23,86033,422
Interest13,9999,493
Customer rebates13,01010,100
Operating lease liabilities12,02712,406
Wages and payroll liabilities, including vacation7,14710,321
Prepaid product discounts6,8982,583
Restructuring and integration (Note 8)5,0103,755
Other45,89135,908
Accrued liabilities$155,147$149,593

(1)Revenue recognized for amounts included in deferred revenue at the beginning of the period was $20,252 for the six months ended June 30, 2025 and $24,333 for the six months ended June 30, 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)June 30,2025June 30,2024
Cash and cash equivalents$26,000$23,077
Restricted cash and restricted cash equivalents included in settlement processing assets12,36450,937
Non-current restricted cash included in other non-current assets3,1153,990
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$41,479$78,004

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 EndedJune 30,Six Months EndedJune 30,
(in thousands, except per share amounts)2025202420252024
Earnings per share – basic:
Net income$22,422$20,497$36,469$31,327
Net income attributable to non-controlling interest(37)(38)(72)(65)
Net income attributable to Deluxe22,38520,45936,39731,262
Income allocated to participating securities—(5)(3)(14)
Income attributable to Deluxe available to common shareholders$22,385$20,454$36,394$31,248
Weighted-average shares outstanding44,84244,16244,69044,039
Earnings per share – basic$0.50$0.46$0.81$0.71
Earnings per share – diluted:
Net income$22,422$20,497$36,469$31,327
Net income attributable to non-controlling interest(37)(38)(72)(65)
Net income attributable to Deluxe22,38520,45936,39731,262
Income allocated to participating securities——(3)(11)
Re-measurement of share-based awards classified as liabilities——(65)(37)
Income attributable to Deluxe available to common shareholders$22,385$20,459$36,329$31,214
Weighted-average shares outstanding44,84244,16244,69044,039
Dilutive impact of potential common shares365524547547
Weighted-average shares and potential common shares outstanding45,20744,68645,23744,586
Earnings per share – diluted$0.50$0.46$0.80$0.70
Antidilutive potential common shares excluded from calculation2,0171,2952,0171,295

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 EndedJune 30, · Six Months EndedJune 30,
(in thousands) · 2025 · 2024 · 2025 · 2024
Amortization of postretirement benefit plan items:
Prior service credit$355$355$711$711Other income, net
Net actuarial loss(212)(334)(424)(667)Other income, net
Total amortization1432128744Other income, net
Tax expense(76)(44)(152)(89)Income tax provision
Amortization of postretirement benefit plan items, net of tax67(23)135(45)Net income
Cash flow hedges:
Realized gain on cash flow hedges—895—1,810Interest expense
Tax expense—(242)—(489)Income tax provision
Realized gain on cash flow hedges, net of tax—653—1,321Net income
Total reclassifications, net of tax$67$630$135$1,276

Accumulated other comprehensive loss –Changes in the components of accumulated other comprehensive loss for the six months ended June 30, 2025 and June 30, 2024 were as follows:

(in thousands)Postretirement benefit plansCurrency translation adjustmentAccumulated other comprehensive loss
Balance, December 31, 2024$(16,566)$(13,350)$(29,916)
Other comprehensive income before reclassifications—1,1041,104
Amounts reclassified from accumulated other comprehensive loss(135)—(135)
Net current-period other comprehensive (loss) income(135)1,104969
Balance, June 30, 2025$(16,701)$(12,246)$(28,947)
(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—6,903(1,499)5,404
Amounts reclassified from accumulated other comprehensive loss45(1,321)—(1,276)
Net current-period other comprehensive income (loss)455,582(1,499)4,128
Balance, June 30, 2024$(19,779)$5,296$(11,417)$(25,900)

(1) Other comprehensive income before reclassifications is net of income tax expense of $2,553.

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

NOTE 6: ACQUISITION AND DIVESTITURES

Acquisition –On August 6, 2025, we acquired certain assets of JPMorgan Chase Bank’s CheckMatch electronic check conveyance service business for cash payments totaling $25,000, half of which was paid at closing and the remainder to be paid in the first quarter of 2026. The acquisition is expected to enhance our market position and extend the scale of our B2B Payments segment. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is currently being finalized.

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 six months ended June 30, 2025 and June 30, 2024:

(in thousands)Gain on sale of businesses and long-lived assetsProceeds from sale of businesses and long-lived assets
Six months ended June 30, 2025:
Payroll and human resources services business$—$1,968
Six months ended June 30, 2024:
Payroll and human resources services business$22,982$4,738
Small business distributor customer list(1)1,000—
Total$23,982$4,738

(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
June 30, 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$11,583$12,821$—$—$12,821
Long-term debtCurrent portion of long-term debt and long-term debt1,470,6481,485,587—1,485,587—

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 actively pursuing 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 $13,000 during the six months ended June 30, 2025 and approximately $22,000 during the six months ended June 30, 2024. To date, we have incurred expense of approximately $108,000, and we anticipate that we will incur approximately $5,000 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 EndedJune 30,Six Months EndedJune 30,
(in thousands)2025202420252024
Total cost of revenue$189$(35)$941$898
Operating expenses4,04711,06411,71524,868
Restructuring and integration expense$4,236$11,029$12,656$25,766

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 EndedJune 30,Six Months EndedJune 30,
(in thousands)2025202420252024
Employee severance benefits$1,618$(415)$6,071$1,557
External consulting and other costs7379,1503,26017,119
Internal labor7113841,7001,222
Other1,1701,9101,6255,868
Restructuring and integration expense$4,236$11,029$12,656$25,766

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 early 2026.

Changes in our restructuring and integration accruals were as follows:

(in thousands)Employee severance benefits
Balance, December 31, 2024$3,755
Charges6,379
Reversals(308)
Payments(4,816)
Balance, June 30, 2025$5,010

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 for interim periods is based on the estimated annual effective tax rate, adjusted for discrete items occurring within the period. For the six months ended June 30, 2025, our effective income tax rate of 28.4% differed from the federal statutory tax rate of 21.0% mainly due to the impact of foreign income tax expense, including the impact of the repatriation of foreign earnings, as well as corporate state income taxes, the tax impact of non-deductible executive compensation expense, and the benefit of the federal R&D tax credit.

For the six months ended June 30, 2025, our effective income tax rate decreased from 33.7% for the same period in 2024. The 2025 rate benefited from lower tax impacts for our foreign operations, non-deductible compensation, and share-based compensation. These benefits were partially offset by an increase in our effective state income tax rate. For the second quarter of 2025, our effective income tax rate was 29.2%, a decrease from 33.7% for the second quarter of 2024, with similar factors contributing to the reduction as those affecting the six-month period.

In July 2025, the One Big Beautiful Bill Act, officially titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14", was signed into law. The legislation is a comprehensive tax and spending bill that primarily extends provisions of the 2017 Tax Cuts and Jobs Act that were set to expire and introduces certain tax changes for businesses. Although we are currently evaluating the specific impacts of the legislation on our financial statements, our preliminary evaluation indicates that the impact to our income tax provision and deferred tax assets and liabilities will not be material to the consolidated financial statements.

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

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

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.

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

Quarter EndedJune 30,Six Months EndedJune 30,
(in thousands)2025202420252024
Interest cost$397$435$794$871
Expected return on plan assets(2,137)(2,099)(4,273)(4,197)
Amortization of prior service credit(355)(355)(711)(711)
Amortization of net actuarial losses212334424667
Net periodic benefit income$(1,883)$(1,685)$(3,766)$(3,370)

NOTE 11: DEBT

Debt outstanding was comprised of the following:

(in thousands)June 30,2025December 31, 2024
Senior secured term loan facility$480,167$500,000
Senior unsecured notes475,000475,000
Senior secured notes450,000450,000
Securitization obligations80,00078,917
Amounts drawn on senior secured revolving credit facility2,50018,000
Total principal amount1,487,6671,521,917
Less: unamortized discount and debt issuance costs(17,019)(18,766)
Total debt, net of discount and debt issuance costs1,470,6481,503,151
Less: current portion of long-term debt, net of debt issuance costs(37,189)(37,130)
Long-term debt$1,433,459$1,466,021

Maturities of long-term debt were as follows as of June 30, 2025:

(in thousands)Debt obligations
Remainder of 2025$18,750
202637,500
2027117,500
202850,000
20291,263,917
Total principal amount$1,487,667

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 June 30, 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
June 30, 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 June 30, 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 June 30, 2025, amounts available for borrowing under our revolving credit facility were as follows:

(in thousands)Total available
Revolving credit facility commitment$400,000
Amounts drawn on revolving credit facility(2,500)
Outstanding letters of credit(1)(7,398)
Net available for borrowing as of June 30, 2025$390,102

(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 $129,000 as of June 30, 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 5.88% as of June 30, 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 June 30, 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 $9,985 as of June 30, 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 June 30, 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 six months ended June 30, 2025 and June 30, 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 resource 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 and six months ended June 30, 2025 and June 30, 2024:

Quarter Ended June 30,Six Months Ended June 30,
(in thousands)2025202420252024
Merchant Services:
Revenue$101,404$98,527$199,173$195,004
Other segment items(79,667)(79,339)(156,058)(154,379)
Adjusted EBITDA21,73719,18843,11540,625
B2B Payments:
Revenue$70,98270,230$141,137139,648
Other segment items(55,367)(56,218)(112,200)(112,375)
Adjusted EBITDA15,61514,01228,93727,273
Data Solutions:
Revenue$67,82957,393$145,056117,104
Other segment items(47,462)(41,597)(104,996)(86,439)
Adjusted EBITDA20,36715,79640,06030,665
Print:
Revenue$281,047308,745$572,351612,079
Other segment items(190,695)(214,882)(391,165)(427,260)
Adjusted EBITDA90,35293,863181,186184,819
Total reportable segments:
Revenue$521,262$534,895$1,057,717$1,063,835
Other segment items(373,191)(392,036)(764,419)(780,453)
Adjusted EBITDA148,071142,859293,298283,382
All other:(1)
Revenue$—2,921$168,935
Other segment items—(1,333)(52)(3,710)
Adjusted EBITDA—1,588(36)5,225
Total:
Revenue$521,262$537,816$1,057,733$1,072,770
Other segment items(373,191)(393,369)(764,471)(784,163)
Adjusted EBITDA148,071144,447293,262288,607

(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 EndedJune 30,Six Months EndedJune 30,
(in thousands)2025202420252024
Total segment adjusted EBITDA$148,071$144,447$293,262$288,607
Corporate operations(41,609)(41,061)(86,630)(84,763)
Depreciation and amortization expense(33,477)(41,692)(68,756)(83,439)
Interest expense(30,944)(30,197)(62,210)(61,006)
Net income attributable to non-controlling interest37387265
Restructuring and integration expense(4,236)(11,029)(12,656)(25,766)
Share-based compensation expense(6,172)(5,009)(11,631)(10,130)
Certain legal and environmental expense——(512)(300)
Gain on sale of businesses and long-lived assets—15,401—23,982
Income before income taxes$31,670$30,898$50,939$47,250

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

(in thousands)Merchant ServicesB2BPaymentsDataSolutionsPrintAllOtherConsolidated
Checks$—$—$—$173,674$—$173,674
Merchant services101,404————101,404
Data-driven marketing——62,988——62,988
Treasury management solutions—54,484———54,484
Forms and other business products———54,178—54,178
Promotional solutions———53,195—53,195
Other payment solutions—16,498———16,498
Other web-based solutions——4,841——4,841
Total revenue$101,404$70,982$67,829$281,047$—$521,262
(in thousands) · Merchant Services · B2BPayments · DataSolutions · Print · Allother · Consolidated
Checks$—$—$—$179,360$—$179,360
Merchant services98,527————98,527
Data-driven marketing——52,495——52,495
Treasury management solutions—55,349———55,349
Forms and other business products———58,364—58,364
Promotional solutions———71,021—71,021
Other payment solutions14,881—14,881
Other web-based solutions4,898—4,898
Other————2,9212,921
Total revenue$98,527$70,230$57,393$308,745$2,921$537,816

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

(in thousands)Merchant ServicesB2BPaymentsDataSolutionsPrintAllOtherConsolidated
Checks$—$—$—$348,883$—$348,883
Merchant services199,173————199,173
Data-driven marketing——134,982——134,982
Forms and other business products———114,708—114,708
Treasury management solutions—108,796———108,796
Promotional solutions———108,760—108,760
Other payment solutions—32,341———32,341
Other web-based solutions——10,074——10,074
Other————1616
Total revenue$199,173$141,137$145,056$572,351$16$1,057,733
(in thousands)Merchant ServicesB2BPaymentsDataSolutionsPrintAllOtherConsolidated
Checks$—$—$—$357,844$—$357,844
Merchant services195,004————195,004
Data-driven marketing——106,819——106,819
Forms and other business products———122,156—122,156
Treasury management solutions—110,426———110,426
Promotional solutions———132,079—132,079
Other payment solutions—29,222———29,222
Other web-based solutions——10,285——10,285
Other————8,9358,935
Total revenue$195,004$139,648$117,104$612,079$8,935$1,072,770
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