NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Note 1: Significant accounting policies
Nature of operations –
We employ a multi-channel strategy to provide a suite of customer life cycle management solutions to our customers. We offer a wide range of services and products to small businesses, including website development and hosting, email marketing, social media, search engine optimization and logo design, in addition to our checks and forms offerings. For financial institutions, we offer a portfolio of financial technology solutions including receivables management and data-driven marketing, as well as customer acquisition and loyalty programs, fraud prevention and profitability services and our check program solutions. We are also a leading printer of checks and accessories sold directly to consumers.
Consolidation –
The consolidated financial statements include the accounts of Deluxe Corporation and its wholly-owned subsidiaries. All intercompany accounts, transactions and profits have been eliminated.
Revision of previously issued financial statements –
During the quarter ended June 30, 2016, we identified an error in the balance sheet presentation of borrowings under our revolving credit facility and the related asset for debt issuance costs. These amounts were previously presented as current items in our consolidated balance sheets and we determined that they should have been presented as non-current due to the February 2019 maturity date for amounts borrowed under our revolving credit facility. This change also corrects the presentation of cash flows associated with these borrowings. Previously, these cash flows were presented on a net basis. The change in balance sheet presentation requires that they be presented on a gross basis.
We assessed the materiality of this error on prior periods' financial statements in accordance with the Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 99,
Materiality
, codified in Accounting Standards Codification (ASC) 250,
Presentation of Financial Statements
. We concluded that the error was not material to any prior annual or interim period and therefore, amendments of previously filed reports are not required. In accordance with ASC 250, we have corrected the error for all prior periods presented by revising the consolidated financial statements appearing herein. Periods not presented herein will be revised, as applicable, in future filings. The revisions had no impact on total assets, total liabilities, shareholders' equity, net income or net cash used by financing activities.
The impact of this revision on our consolidated balance sheet as of December 31, 2015 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
(in thousands)
|
|
As previously reported
|
|
Adjustment
|
|
As revised
|
Other current assets
|
|
$
|
44,608
|
|
|
$
|
(2,003
|
)
|
|
$
|
42,605
|
|
Total current assets
|
|
325,988
|
|
|
(2,003
|
)
|
|
323,985
|
|
Other non-current assets
|
|
111,809
|
|
|
2,003
|
|
|
113,812
|
|
Short-term borrowings
|
|
434,000
|
|
|
(434,000
|
)
|
|
—
|
|
Total current liabilities
|
|
751,043
|
|
|
(434,000
|
)
|
|
317,043
|
|
Long-term debt
|
|
193,973
|
|
|
434,000
|
|
|
627,973
|
|
The impact of this revision on our consolidated statements of cash flows for the years ended December 31, 2015 and 2014 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
As previously reported
|
|
Adjustment
|
|
As revised
|
2015:
|
|
|
|
|
|
|
Net proceeds from short-term borrowings
|
|
$
|
274,000
|
|
|
$
|
(274,000
|
)
|
|
$
|
—
|
|
Proceeds from issuing long-term debt
|
|
—
|
|
|
505,750
|
|
|
505,750
|
|
Payments on long-term debt, including costs of debt reacquisition
|
|
(208,062
|
)
|
|
(231,750
|
)
|
|
(439,812
|
)
|
2014:
|
|
|
|
|
|
|
Net proceeds from short-term borrowings
(1)
|
|
159,875
|
|
|
(160,000
|
)
|
|
(125
|
)
|
Proceeds from issuing long-term debt
|
|
—
|
|
|
246,500
|
|
|
246,500
|
|
Payments on long-term debt, including costs of debt reacquisition
|
|
(254,403
|
)
|
|
(86,500
|
)
|
|
(340,903
|
)
|
(1)
The As revised amount is included in other cash flows from financing activities in our consolidated statement of cash flows.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Use of estimates –
We have prepared the accompanying consolidated financial statements in conformity with generally accepted accounting principles (GAAP) in the United States. In this process, it is necessary for us to make certain assumptions and estimates affecting the amounts reported in the consolidated financial statements and related notes. These estimates and assumptions are developed based upon all available information. However, actual results can differ from assumed and estimated amounts.
Foreign currency translation
–
The financial statements of our foreign subsidiaries are measured in the respective subsidiaries' functional currencies, primarily Canadian dollars, and are translated into U.S. dollars. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rates during the year. The resulting translation gains and losses are reflected in accumulated other comprehensive loss in the shareholders' equity section of the consolidated balance sheets. Foreign currency transaction gains and losses are recorded in other income in the consolidated statements of income.
Cash and cash equivalents –
We consider all cash on hand and other highly liquid investments with original maturities of
3
months or less to be cash and cash equivalents. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate fair value. Checks issued by us but not presented to the banks for payment may create negative book cash balances. These book overdrafts are included in accounts payable on the consolidated balance sheets and totaled
$7,764
as of December 31, 2016 and
$2,166
as of December 31, 2015.
Marketable securities –
Marketable securities as of December 31, 2015 consisted of a Canadian money market fund that was sold during 2016. The investment was classified as available-for-sale and was carried at fair value within other current assets in the consolidated balance sheet. Because of the short-term nature of the underlying investments, the cost of these securities approximated their fair value.
Trade accounts receivable –
Trade accounts receivable are initially recorded at the invoiced amount upon the sale of goods or services to customers, and they do not bear interest. They are stated net of allowances for uncollectible accounts, which represent estimated losses resulting from the inability of customers to make the required payments. When determining the allowances for uncollectible accounts, we take several factors into consideration, including the overall composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers. Changes in the allowances for uncollectible accounts are included in selling, general and administrative (SG&A) expense in our consolidated statements of income. The point at which uncollected accounts are written off varies by type of customer, but generally does not exceed
1
year from the due date of the receivable.
Inventories and supplies –
Effective January 1, 2016, we adopted Accounting Standards Update (ASU) No. 2015-11,
Simplifying the Measurement of Inventory,
applying the new standard on a
prospective basis. This standard requires that inventory be measured at the lower of cost or net realizable value. As of December 31, 2015, inventories were stated at the lower of average cost or market. Cost is calculated on a first-in, first-out basis. Application of the new standard did not have a significant impact on our results of operations or financial position. Supplies consist of items not used directly in the production of goods, such as maintenance and other supplies utilized in the production area.
Funds held for customers –
Our payroll services businesses collect funds from clients to pay their payroll and related taxes. We hold these funds temporarily until payments are remitted to the clients' employees and the appropriate taxing authorities. In addition, our cash receipt processing business remits a portion of cash receipts to our clients the business day following receipt. These funds, consisting of cash and available-for-sale marketable securities, are reported as funds held for customers in the consolidated balance sheets. The corresponding liability for these obligations is included in accrued liabilities in the consolidated balance sheets. The available-for-sale marketable securities are carried at fair value, with unrealized gains and losses included in accumulated other comprehensive loss in the consolidated balance sheets. Realized gains and losses are included in revenue in our consolidated statements of income. Realized gains recognized during the past three years were not significant.
Long-term investments –
Long-term investments consist primarily of cash surrender values of company-owned life insurance policies. Certain of these policies fund amounts due under our deferred compensation plan and our inactive supplemental executive retirement plan. Further information regarding these plans can be found in Note 11 and Note 12. Additionally, long-term investments include investments in domestic mutual funds with a fair value of
$1,877
as of
December 31, 2016
and
$2,091
as of
December 31, 2015
. We have elected to account for these investments under the fair value option for financial assets and financial liabilities. The fair value option provides companies an irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. Realized and unrealized gains and losses, as well as dividends earned by the mutual fund investments are included in SG&A expense in the consolidated statements of income. These investments correspond to a liability under an officers' deferred compensation plan that is not available to new participants and is fully funded by the mutual fund investments. The liability under the plan equals the fair value of the mutual fund investments. Thus, as the value of the investments changes, the value of the liability changes accordingly. As changes in the liability are reflected within SG&A expense in the consolidated statements of income, the fair value option of
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
accounting for the mutual fund investments allows us to net changes in the investments and the related liability in the consolidated statements of income. The cost of securities sold is determined using the average cost method.
Property, plant and equipment –
Property, plant and equipment, including leasehold and other improvements that extend an asset's useful life or productive capabilities, are stated at historical cost less accumulated depreciation. Buildings have been assigned useful lives of
40
years and machinery and equipment are generally assigned useful lives ranging from
1
year to
11
years, with a weighted-average useful life of
7
years as of
December 31, 2016
. Buildings are depreciated using the 150% declining balance method, and machinery and equipment are depreciated using the sum-of-the-years' digits method. Leasehold and building improvements are depreciated on the straight-line basis over the estimated useful life of the property or the life of the lease, whichever is shorter. Maintenance and repairs are expensed as incurred.
Fully depreciated assets are retained in property, plant and equipment until disposal. Any gains or losses resulting from the disposition of property, plant and equipment are included in SG&A expense in the consolidated statements of income, with the exception of building sales. Such gains and losses are reported separately in the consolidated statements of income, if significant.
Assets held for sale
–
We record assets held for sale at the lower of their carrying value or fair value less costs to sell. Assets are classified as held for sale in our consolidated balance sheets when the following conditions are met: (1) management has the authority and commits to a plan to sell the assets; (2) the assets are available for immediate sale in their present condition; (3) there is an active program to locate a buyer and the plan to sell the assets has been initiated; (4) the sale of the assets is probable within one year; (5) the assets are being actively marketed at a reasonable sales price relative to their current fair value; and (6) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. Information regarding assets held for sale can be found in Note 2.
Intangibles –
Intangible assets are stated at historical cost less accumulated amortization. Amortization expense is generally determined on the straight-line basis over periods ranging from
1
year to
20
years, with a weighted-average useful life of
7
years as of
December 31, 2016
. Customer lists are generally amortized using accelerated methods that reflect the pattern in which we receive the economic benefit of the asset. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. If our estimate of an asset's remaining useful life is revised, the remaining carrying amount of the asset is amortized prospectively over the revised remaining useful life. As of
December 31, 2016
, we held a trade name asset that has been assigned an indefinite useful life. As such, this asset is not amortized, but is subject to impairment testing on at least an annual basis. Any gains or losses resulting from the disposition of intangibles are included in SG&A expense in the consolidated statements of income.
We capitalize costs of software developed or obtained for internal use, including website development costs, once the preliminary project stage has been completed, management commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized costs include only (1) external direct costs of materials and services consumed in developing or obtaining internal-use software, (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use software project, and (3) interest costs incurred, when significant, while developing internal-use software. Costs incurred in populating websites with information about the company or products are expensed as incurred. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. The carrying value of internal-use software is reviewed in accordance with our policy on impairment of long-lived assets and amortizable intangibles.
We incur costs in connection with the development of certain software products that we sell to our customers. Costs for the development of software products to be sold are expensed as incurred until technological feasibility is established, at which time, such costs are capitalized until the product is available for general release to customers.
Impairment of long-lived assets and amortizable intangibles –
We evaluate the recoverability of property, plant, equipment and amortizable intangibles not held for sale whenever events or changes in circumstances indicate that an asset's carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset. We compare the carrying amount of the asset to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the fair value of the asset. As quoted market prices are not available for the majority of our assets, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. During 2014, we recorded asset impairment charges related to Small Business Services intangible assets. Further information regarding the impairment charges can be found in Note 7.
We evaluate the recoverability of property, plant, equipment and intangibles held for sale by comparing the asset's carrying amount with its estimated fair value less costs to sell. Should the estimated fair value less costs to sell be less than the
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
carrying value of the long-lived asset, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the estimated fair value of the asset less costs to sell.
The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.
Impairment of indefinite-lived intangibles and goodwill –
We evaluate the carrying value of indefinite-lived intangibles and goodwill on July 31
st
of each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) an adverse action or assessment by a regulator, or (4) an adverse change in market conditions that are indicative of a decline in the fair value of the assets. Further information regarding our impairment analyses can be found in Note 7.
In completing the annual impairment analysis of our indefinite-lived trade name in each of the past three years, we elected to perform a quantitative assessment. This assessment compares the carrying amount of the asset to its estimated fair value. The estimate of fair value is based on the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the trade name. An assumed royalty rate is applied to forecasted revenue and the resulting cash flows are discounted. If the estimated fair value is less than the carrying value of the asset, an impairment loss would be recognized for the difference. The impairment analysis completed in each of the past three years indicated no impairment of our indefinite-lived trade name. In addition to the required impairment analysis, we regularly evaluate the remaining useful life of this asset to determine whether events and circumstances continue to support an indefinite useful life. If we were to determine that the asset has a finite useful life, we would test it for impairment and then amortize its remaining carrying value over its estimated remaining useful life.
To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.
When completing our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after this qualitative assessment, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step, quantitative impairment test is unnecessary. During 2016 and 2015, we elected to perform a qualitative assessment for all of our reporting units to which goodwill was assigned, with one exception. We elected to perform a quantitative analysis of our Financial Services Commercial reporting unit in 2016 as the previous quantitative analysis completed as of July 31, 2015 indicated that the estimated fair value of this reporting unit exceeded its carrying value by approximately
13%
. This relatively small percentage was primarily due to the fact that the reporting unit had been recently acquired in October 2014. In completing the 2016 and 2015 qualitative analyses, we noted no changes in events or circumstances which would have required us to complete the two-step quantitative goodwill impairment analysis for any of the reporting units analyzed. In addition, the quantitative analyses completed for the Financial Services Commercial reporting unit in 2016 and 2015 indicated no impairment. As such, no goodwill impairment charges were recorded as a result of our 2016 or 2015 annual goodwill impairment analyses.
In completing the 2016 and 2015 quantitative analyses for our Financial Services Commercial reporting unit and the 2014 quantitative analysis for all of our reporting units, we first calculated the estimated fair value of each reporting unit to which goodwill was assigned and compared this estimated fair value to the carrying amount of the reporting unit's net assets. In calculating the estimated fair value, we used the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair values of our reporting units, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. Because our 2014 quantitative analysis included all of our reporting units, the summation of our reporting units' fair values was compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. If the carrying amount of a reporting unit's net assets exceeds its estimated fair value, the second step of the goodwill impairment analysis requires us to measure the amount of the impairment loss. An impairment loss is calculated by comparing the implied fair value of the goodwill to its carrying amount. To calculate the implied fair value of goodwill, the fair value of the reporting unit's assets and liabilities, excluding goodwill, is estimated. The excess of the fair value of the reporting unit over the amount assigned to its assets and liabilities,
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
excluding goodwill, is the implied fair value of the reporting unit's goodwill. We were not required to complete the second step of the goodwill impairment analysis for any of our reporting units, and no goodwill impairment charges were recorded during 2014.
Contract acquisition costs –
We record contract acquisition costs when we sign or renew certain contracts with our financial institution clients. These costs, which are essentially pre-paid product discounts, consist of cash payments or accruals related to amounts owed to financial institution clients by our Financial Services segment. Contract acquisition costs are amortized as reductions of revenue over the related contract term, generally on the straight-line basis. Currently, these amounts are being amortized over periods ranging from
1
year to
10
years, with a weighted-average life of
6
years as of
December 31, 2016
. Whenever events or changes occur that impact the related contract, including significant declines in the anticipated profitability, we evaluate the carrying value of the contract acquisition costs to determine if impairment has occurred. Should a financial institution cancel a contract prior to the agreement's termination date, or should the volume of orders realized through a financial institution fall below contractually-specified minimums, we generally have a contractual right to a refund of the remaining unamortized contract acquisition costs. These costs are included in other non-current assets in the consolidated balance sheets.
Advertising costs –
Deferred advertising costs include materials, printing, labor and postage costs related to direct response advertising programs of our Direct Checks and Small Business Services segments. These costs are amortized as SG&A expense over periods (not exceeding
18
months) that correspond to the estimated revenue streams of the individual advertisements. The actual revenue streams are analyzed at least annually to monitor the propriety of the amortization periods. Judgment is required in estimating the future revenue streams, especially with regard to check re-orders, which can span an extended period of time. Significant changes in the actual revenue streams would require the amortization periods to be modified, thus impacting our results of operations during the period in which the change occurred and in subsequent periods. Within our Direct Checks segment, approximately
87%
of the costs of individual advertisements is expensed within 6 months of the advertisement. The deferred advertising costs of our Small Business Services segment are fully amortized within
6
months of the advertisement. Deferred advertising costs are included in other current assets and other non-current assets in the consolidated balance sheets.
Non-direct response advertising projects are expensed as incurred. Catalogs provided to financial institution clients of our Financial Services segment are accounted for as prepaid assets until they are shipped to financial institutions. The total amount of advertising expense was
$85,141
in
2016
,
$87,396
in
2015
and
$91,937
in
2014
.
Loans and notes receivable from distributors –
We have, at times, provided loans to certain of our Safeguard® distributors
to allow them to purchase the operations of other small business distributors. We have also sold the operations of distributors that we own in exchange for notes receivable. These loans and notes receivable are included in other current assets and other non-current assets in the consolidated balance sheets. Interest is accrued at market interest rates as earned. We generally withhold commissions payable to the distributors to settle the monthly payments due on the receivables. On a monthly basis, we evaluate the collectibility of the receivables based on the commissions earned by the distributors and their reported financial results. As of
December 31, 2016
and
December 31, 2015
, past due amounts, allowances for credit losses and receivables placed on non-accrual status were not significant. The determination to place receivables on non-accrual status is completed on a case-by-case basis, evaluating the specifics of each situation.
Restructuring charges –
Over the past several years, we have recorded restructuring charges as a result of various cost management efforts, including facility closings, the relocation of business activities, and fundamental changes in the manner in which certain business functions are conducted. These charges have consisted primarily of accruals for employee termination benefits payable under our ongoing severance benefit plan. We record accruals for employee termination benefits when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable. As such, judgment is involved in determining when it is appropriate to record restructuring accruals. Additionally, we are required to make estimates and assumptions in calculating the restructuring accruals as, on some occasions, employees choose to voluntarily leave the company prior to their termination date or they secure another position within the company. In these situations, the employees do not receive termination benefits. To the extent our assumptions and estimates differ from our actual costs, subsequent adjustments to restructuring accruals have been and will be required. Restructuring accruals are included in accrued liabilities in our consolidated balance sheets. In addition to employee termination benefits, we also typically incur other costs related to restructuring activities including, but not limited to, information technology costs, employee and equipment moves, training and travel. These costs are expensed as incurred.
Litigation –
We are party to legal actions and claims arising in the ordinary course of business. We record accruals for legal matters when the expected outcome of these matters is either known or considered probable and can be reasonably estimated. Our accruals do not include related legal and other costs expected to be incurred in defense of legal actions. Further information regarding litigation can be found in Note 14.
Income taxes –
Deferred income taxes result from temporary differences between the financial reporting basis of assets and liabilities and their respective tax reporting bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences reverse. Net deferred tax assets are recognized to the extent that realization of such benefits is more likely than not.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
We are subject to tax audits in numerous domestic and foreign tax jurisdictions. Tax audits are often complex and can require several years to complete. In the normal course of business, we are subject to challenges from the Internal Revenue Service and other tax authorities regarding the amount of taxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. We recognize the benefits of tax return positions in the financial statements when they are more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than
50%
likely to be realized. Accrued interest and penalties related to unrecognized tax positions are included in our provision for income taxes in the consolidated statements of income.
Derivative financial instruments –
Information regarding our derivative financial instruments is included in Note 6. As of December 31, 2016, we did not have any derivative instruments outstanding as we settled all of our interest rate swaps during 2016. These derivative financial instruments were included in other non-current liabilities in the consolidated balance sheet as of
December 31, 2015
.
We do not use derivative financial instruments for speculative or trading purposes. Our policy is that all derivative transactions must be linked to an existing balance sheet item or firm commitment, and the notional amount cannot exceed the value of the exposure being hedged.
We recognize all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are recognized periodically either in income or in shareholders' equity as a component of accumulated other comprehensive loss, depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or a cash flow hedge and whether the hedge is effective. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portion of the change in the fair value of the hedged items that relate to the hedged risk. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in accumulated other comprehensive loss, net of tax. We classify the cash flows from derivative instruments that have been designated as fair value or cash flow hedges in the same category as the cash flows from the items being hedged. Changes in fair values of derivatives not qualifying as hedges and the ineffective portion of hedges are reported in income.
Revenue recognition –
In general, revenue is recognized when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable, and (4) collectibility is reasonably assured. Revenue is presented in the consolidated statements of income net of rebates, discounts, amortization of contract acquisition costs, and sales tax.
The majority of our revenues are generated from the sale of products for which revenue is recognized upon shipment or customer receipt, based upon the transfer of title. Product revenue includes amounts billed to customers for shipping and handling and pass-through costs, such as marketing materials for which our financial institution clients reimburse us. Costs incurred for shipping and handling and pass-through costs are reflected in cost of products. For sales with a right of return, we record a reserve for estimated sales returns based on significant historical experience.
We enter into contractual agreements with financial institution clients for rebates on certain products we sell. We record these amounts as reductions of revenue in the consolidated statements of income and as accrued liabilities in the consolidated balance sheets when the related revenue is recorded. At times, we may also sell products at discounted prices or provide free products to customers when they purchase a specified product. Discounts are recorded as reductions of revenue when the related revenue is recorded. The cost of free products is recorded as cost of products when the revenue for the related order is recorded. Reported revenue for our Financial Services segment does not reflect the full retail price paid by end-consumers to their financial institutions. Instead, revenue reflects the amounts paid to us by our financial institution clients.
Our services consist primarily of web design, hosting and other web services; fraud prevention; marketing services, including email, mobile, social media and other self-service marketing solutions, as well as data-driven marketing solutions; financial technology solutions; financial institution customer acquisition and loyalty programs; payroll services; and logo design. We recognize the majority of these service revenues as the services are provided. In some situations, our web hosting and applications services are billed on a quarterly, semi-annual or annual basis. When a customer pays in advance for services, we defer the revenue and recognize it as the services are performed. Up-front set-up fees related to our web hosting, applications services and outsourcing services are deferred and recognized as revenue on the straight-line basis over the term of the customer relationship. Deferred revenue is included in accrued liabilities and other non-current liabilities in the consolidated balance sheets.
A portion of our financial technology solutions revenue results from the sale of bundled arrangements that may include hardware, software and professional services. As these arrangements involve customization and modification of the software, we recognize revenues from these contracts using the percentage-of-completion method of accounting, which involves calculating the percentage of services provided during the reporting period compared with the total estimated services to be provided over the duration of the contract. We record costs and earnings in excess of billings on uncompleted contracts within other current assets and billings in excess of costs and earnings on uncompleted contracts within other current liabilities in the consolidated
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
balance sheets. The amount included in other current assets related to these contracts was
$6,729
as of
December 31, 2016
and
$7,471
as of
December 31, 2015
. The amount included in other current liabilities related to these contracts was
$1,266
as of
December 31, 2016
and
$569
as of
December 31, 2015
.
At times, a financial institution client may terminate its contract with us prior to the end of the contract term. In substantially all of these cases, the financial institution is contractually required to remit a contract termination payment. Such payments are recorded as revenue when the termination agreement is executed, provided that we have no further service or contractual obligations, and collection of the funds is assured. If we have a continuing service obligation following the execution of a contract termination agreement, we record the related revenue over the remaining service period.
Employee share-based compensation
–
Our share-based compensation consists of non-qualified stock options, restricted stock units, restricted stock, performance share awards and an employee stock purchase plan. Employee share-based compensation expense is included in total cost of revenue and in SG&A expense in our consolidated statements of income, based on the functional areas of the employees receiving the awards, and is recognized as follows:
|
|
•
|
The fair value of stock options is measured on the grant date using the Black-Scholes option pricing model. The related compensation expense is recognized on the straight-line basis, net of estimated forfeitures, over the options' vesting periods.
|
|
|
•
|
The fair value of restricted stock and a portion of our restricted stock unit awards is measured on the grant date based on the market value of our common stock. The related compensation expense, net of estimated forfeitures, is recognized over the applicable service period.
|
|
|
•
|
Certain of our restricted stock unit awards may be settled in cash if an employee voluntarily chooses to leave the company. These awards are included in accrued liabilities and other non-current liabilities in the consolidated balance sheets and are re-measured at fair value as of each balance sheet date.
|
|
|
•
|
Compensation expense resulting from the
15%
discount provided under our employee stock purchase plan is recognized over the purchase period of
6
months.
|
|
|
•
|
The performance share awards specify certain performance/market-based conditions that must be achieved in order for the awards to vest. For the portion of the awards based on a performance condition, the performance target is not considered in determining the fair value of the awards and thus, fair value is measured on the grant date based on the market value of our common stock. The related compensation expense for this type of award is recognized, net of estimated forfeitures, over the related service period. The amount of compensation expense is dependent on our periodic assessment of the probability of the targets being achieved and our estimate, which may vary over time, of the number of shares that ultimately will be issued. For the portion of the awards based on a market condition, fair value is calculated on the grant date using the Monte Carlo simulation model. All compensation cost for these awards is recognized, net of estimated forfeitures, over the related service period, even if the market condition is never satisfied.
|
Earnings per share –
We calculate earnings per share using the two-class method as we have unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalent payments. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Basic earnings per share is based on the weighted-average number of common shares outstanding during the year. Diluted earnings per share is based on the weighted-average number of common shares outstanding during the year, adjusted to give effect to potential common shares such as stock options and shares to be issued under our employee stock purchase plan.
Comprehensive income –
Comprehensive income includes charges and credits to shareholders' equity that are not the result of transactions with shareholders. Our total comprehensive income consists of net income, amortization of gains and losses on derivative instruments, changes in the funded status and amortization of amounts related to our postretirement benefit plans, unrealized gains and losses on available-for-sale marketable securities, and foreign currency translation adjustments. The items of comprehensive income, with the exception of net income, are included in accumulated other comprehensive loss in the consolidated balance sheets and statements of shareholders' equity.
Recently adopted accounting pronouncements –
In June 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-12,
Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period
. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. We adopted this standard on January 1, 2016. As our accounting treatment for these awards was in compliance with the new guidance, adoption of this standard had no impact on our consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03,
Simplifying the Presentation of Debt Issuance Costs
. The standard requires that debt issuance costs related to a recognized debt liability be presented in the consolidated balance sheets as a direct reduction from the carrying amount of the debt liability. We adopted this standard on January 1, 2016, applying it retrospectively. The consolidated balance sheet as of December 31, 2015 reflects the reclassification of debt issuance costs of
$2,249
from other non-current assets to long-term debt. The amount of debt issuance costs included in long-term debt as of
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
December 31, 2016 was
$1,037
. In August 2015, the FASB issued ASU No. 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements – Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting
. This standard adds SEC paragraphs pursuant to the SEC Staff announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Under this guidance, the SEC Staff would not object to presenting such costs as an asset and subsequently amortizing the deferred costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the arrangement. Debt issuance costs of
$1,370
as of December 31, 2016 and
$2,003
as of December 31, 2015 related to our revolving line-of-credit arrangement. We continue to include these costs within other non-current assets, amortizing them over the term of the arrangement.
In April 2015, the FASB issued ASU No. 2015-05,
Customer's Accounting for Fees Paid in a Cloud Computing Arrangement
. The standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If the arrangement does include a software license, the software license element of the arrangement should be accounted for in the same manner as the acquisition of other software licenses. We adopted this standard on January 1, 2016, applying it prospectively to all arrangements entered into or materially modified on or after January 1, 2016. Adoption of this standard did not have a significant impact on our results of operations or financial position.
In May 2015, the FASB issued ASU No. 2015-07,
Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent)
. Under the standard, investments measured at net asset value (NAV) as a practical expedient for fair value are excluded from the fair value hierarchy. As such, they are not assigned a fair value measurement level in financial statement disclosures of fair value. This standard was effective for us on January 1, 2016. We have reflected the new guidance in our disclosures regarding the plan assets of our postretirement benefit plan presented in Note 12, applying the guidance retrospectively to all periods presented.
In July 2015, the FASB issued ASU No. 2015-11,
Simplifying the Measurement of Inventory
. The standard requires that inventory within the scope of the guidance be measured at the lower of cost or net realizable value. Previously, inventory was measured at the lower of cost or market. We elected to early adopt this standard on January 1, 2016, applying it prospectively. Application of this standard did not have a significant impact on our results of operations or financial position.
In September 2015, the FASB issued ASU No. 2015-16,
Simplifying the Accounting for Measurement-Period Adjustments.
When recording the purchase price allocation for a business combination in the financial statements, an acquirer may record preliminary amounts when measurements are incomplete as of the end of a reporting period. When the required information is received to finalize the purchase price allocation, the preliminary amounts are adjusted. These adjustments are referred to as measurement-period adjustments. This standard eliminates the requirement to restate prior period financial statements for measurement-period adjustments. Instead, it requires that the cumulative impact of a measurement-period adjustment be recognized in the reporting period in which the adjustment is identified. We adopted this standard on January 1, 2016, applying it prospectively. Application of this standard did not have a significant impact on our results of operations or financial position.
In March 2016, the FASB issued ASU No. 2016-09,
Improvements to Employee Share-Based Payment Accounting
. The standard is intended to simplify various aspects of the accounting and presentation of share-based payments. We elected to early adopt this standard as of January 1, 2016. Adoption of this standard had the following impacts on our consolidated financial statements:
|
|
•
|
Consolidated statements of income
– The new standard requires that the tax effects of share-based compensation be recognized in the income tax provision. Previously, these amounts were recognized in additional paid-in capital. Net tax benefits related to share-based compensation awards of
$4,008
were recognized as reductions of income tax expense in the 2016 consolidated statement of income. These tax benefits reduced our 2016 effective income tax rate
1.2
points. In addition, in calculating potential common shares used to determine diluted earnings per share, GAAP requires us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were applied on a prospective basis and resulted in an increase of
$0.08
per share in basic earnings per share and
$0.07
per share in diluted earnings per share during 2016.
|
In recording share-based compensation expense, the standard allows companies to make a policy election as to whether they will include an estimate of awards expected to be forfeited or whether they will account for forfeitures as they occur. We have elected to include an estimate of forfeitures in the computation of our share-based compensation expense. As this treatment is consistent with previous guidance, this election had no impact on our consolidated financial statements.
|
|
•
|
Consolidated statements of cash flows
– The standard requires that excess tax benefits from share-based employee awards be reported as operating activities in the consolidated statements of cash flows. Previously, these cash flows were included in financing activities. We elected to apply this change on a prospective basis, resulting in an increase in net cash provided by operating activities and a decrease in net cash provided by financing activities of
$4,651
for 2016.
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The standard requires that employee taxes paid when an employer withholds shares for tax-withholding purposes be reported as financing activities in the consolidated statements of cash flows. Previously, these cash flows were included in operating activities. This change was required to be applied on a retrospective basis. As such, the consolidated statement of cash flows for prior periods was revised, resulting in an increase in net cash provided by operating activities and in net cash used by financing activities of
$1,698
for 2015 and
$4,703
for 2014, compared to previously reported amounts. The amount of employee taxes paid for shares withheld was
$5,589
for 2016.
In August 2016, the FASB issued ASU No. 2016-15,
Classification of Certain Cash Receipts and Cash Payments
. The standard is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. We elected to early adopt this standard as of July 1, 2016. As our consolidated statement of cash flows presentation was in compliance with the new guidance, adoption of this standard had no impact on our consolidated financial statements.
Accounting pronouncements not yet adopted –
In May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers
. The standard provides revenue recognition guidance for any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other accounting standards. The standard also expands the required financial statement disclosures regarding revenue recognition. In addition, in March 2016, the FASB issued ASU No. 2016-08,
Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
, in April 2016, the FASB issued ASU No. 2016-10,
Identifying Performance Obligations and Licensing
, and in May 2016, the FASB issued ASU No. 2016-12,
Narrow-Scope Improvements and Practical Expedients
. These standards are intended to clarify aspects of ASU No. 2014-09 and are effective for us upon adoption of ASU No. 2014-09. The new guidance is effective for us on January 1, 2018 and we will not be early adopting these standards. We have identified over
100
revenue streams and we are currently in the process of analyzing each of these in accordance with the new guidance. We have completed the evaluation of our Direct Checks segment's revenue streams and we do not expect the application of this standard to those revenue streams to have a significant impact on our results of operations or financial position. When our evaluation is completed, we will determine the method of transition that we will use in adopting the new standards.
In January 2016, the FASB issued ASU No. 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities
. The standard is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. The guidance is effective for us on January 1, 2018. We do not expect the application of this standard to have a significant impact on our results of operations or financial position.
In February 2016, the FASB issued ASU No. 2016-02,
Leasing
. The standard is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities for virtually all leases and by requiring the disclosure of key information about leasing arrangements. The guidance is effective for us on January 1, 2019, and requires adoption using a modified retrospective approach. We are currently assessing the impact of this standard on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13,
Measurement of Credit Losses on Financial Instruments
. The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade and loans receivable and available-for-sale debt securities. The guidance is effective for us on January 1, 2020, and requires adoption using a modified retrospective approach. We do not expect the application of this standard to have a significant impact on our results of operations or financial position.
In October 2016, the FASB issued ASU No. 2016-16,
Intra-Entity Transfers of Assets Other Than Inventory
. The standard requires recognition of the tax effects resulting from the intercompany sale of an asset when the transfer occurs. Previously, the tax effects were deferred until the transferred asset was sold to a third party. The guidance is effective for us on January 1, 2018 and requires adoption using a modified retrospective approach. We are currently assessing the impact of this standard on our consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01,
Clarifying the Definition of a Business
. The standard revises the definition of a business, which affects many areas of accounting such as business combinations and disposals and goodwill impairment. The revised definition of a business will likely result in more acquisitions being accounted for as asset acquisitions, as opposed to business combinations. The guidance is effective for us on January 1, 2018 and is required to be applied prospectively to transactions occurring on or after the effective date.
In January 2017, the FASB issued ASU No. 2017-04,
Simplifying the Test for Goodwill Impairment
. The standard removes Step 2 of the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a goodwill impairment charge will now be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. We elected to early adopt this standard on January 1, 2017. As we have not been required to complete Step 2 of the goodwill impairment test for several years, we do not anticipate that this standard will have an impact on our consolidated financial statements.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Note 2: Supplemental balance sheet and cash flow information
Trade accounts receivable
– Net trade accounts receivable was comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
Trade accounts receivable – gross
|
|
$
|
155,477
|
|
|
$
|
128,470
|
|
Allowances for uncollectible accounts
|
|
(2,828
|
)
|
|
(4,816
|
)
|
Trade accounts receivable – net
|
|
$
|
152,649
|
|
|
$
|
123,654
|
|
Changes in the allowances for uncollectible accounts for the years ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Balance, beginning of year
|
|
$
|
4,816
|
|
|
$
|
4,335
|
|
|
$
|
3,861
|
|
Bad debt expense
|
|
2,539
|
|
|
4,858
|
|
|
3,994
|
|
Write-offs, net of recoveries
|
|
(4,527
|
)
|
|
(4,377
|
)
|
|
(3,520
|
)
|
Balance, end of year
|
|
$
|
2,828
|
|
|
$
|
4,816
|
|
|
$
|
4,335
|
|
Inventories and supplies
– Inventories and supplies were comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
Raw materials
|
|
$
|
5,861
|
|
|
$
|
5,719
|
|
Semi-finished goods
|
|
7,990
|
|
|
8,208
|
|
Finished goods
|
|
23,235
|
|
|
24,955
|
|
Supplies
|
|
3,096
|
|
|
3,074
|
|
Inventories and supplies
|
|
$
|
40,182
|
|
|
$
|
41,956
|
|
Available-for-sale securities –
Available-for-sale marketable securities included within funds held for customers and other current assets were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
(in thousands)
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
Funds held for customers:
(1)
|
|
|
|
|
|
|
|
|
Domestic money market fund
|
|
$
|
6,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,002
|
|
Canadian and provincial government securities
|
|
8,320
|
|
|
—
|
|
|
(228
|
)
|
|
8,092
|
|
Canadian guaranteed investment certificates
|
|
7,440
|
|
|
—
|
|
|
—
|
|
|
7,440
|
|
Available-for-sale securities
|
|
$
|
21,762
|
|
|
$
|
—
|
|
|
$
|
(228
|
)
|
|
$
|
21,534
|
|
(1)
Funds held for customers, as reported on the consolidated balance sheet as of
December 31, 2016
, also included cash of
$66,289
. This cash included amounts related to FISC Solutions, which was acquired in December 2015. This business provides cash receipt processing services. A portion of the cash receipts are remitted to our clients the business day following receipt. As such, the amounts on-hand are reported as funds held for customers in the consolidated balance sheets, with a corresponding liability included in accrued liabilities. The FISC Solutions asset and liability of
$18,743
were recorded as acquisition measurement-period balance sheet adjustments during 2016. In addition, this cash included
$12,287
related to Payce, Inc., a payroll services business acquired during 2016 (Note 5).
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
(in thousands)
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
Canadian and provincial government securities
|
|
$
|
7,932
|
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
|
$
|
7,841
|
|
Canadian guaranteed investment certificates
|
|
7,226
|
|
|
—
|
|
|
—
|
|
|
7,226
|
|
Available-for-sale securities (funds held for customers)
(1)
|
|
15,158
|
|
|
—
|
|
|
(91
|
)
|
|
15,067
|
|
Canadian money market fund (other current assets)
|
|
1,616
|
|
|
—
|
|
|
—
|
|
|
1,616
|
|
Available-for-sale securities
|
|
$
|
16,774
|
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
|
$
|
16,683
|
|
(1)
Funds held for customers, as reported on the consolidated balance sheet as of
December 31, 2015
, also included cash of
$38,276
.
Expected maturities of available-for-sale securities as of
December 31, 2016
were as follows:
|
|
|
|
|
|
(in thousands)
|
|
Fair value
|
Due in one year or less
|
|
$
|
13,620
|
|
Due in two to five years
|
|
5,066
|
|
Due in six to ten years
|
|
2,848
|
|
Available-for-sale securities
|
|
$
|
21,534
|
|
Further information regarding the fair value of available-for-sale marketable securities can be found in Note 7.
Property, plant and equipment
– Property, plant and equipment was comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
(in thousands)
|
|
Gross carrying amount
|
|
Accumulated depreciation
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated depreciation
|
|
Net carrying amount
|
Land and improvements
|
|
$
|
28,129
|
|
|
$
|
(7,951
|
)
|
|
$
|
20,178
|
|
|
$
|
28,118
|
|
|
$
|
(7,836
|
)
|
|
$
|
20,282
|
|
Buildings and improvements
|
|
113,976
|
|
|
(76,562
|
)
|
|
37,414
|
|
|
110,100
|
|
|
(73,052
|
)
|
|
37,048
|
|
Machinery and equipment
|
|
294,040
|
|
|
(264,736
|
)
|
|
29,304
|
|
|
292,299
|
|
|
(263,897
|
)
|
|
28,402
|
|
Property, plant and equipment
|
|
$
|
436,145
|
|
|
$
|
(349,249
|
)
|
|
$
|
86,896
|
|
|
$
|
430,517
|
|
|
$
|
(344,785
|
)
|
|
$
|
85,732
|
|
Assets held for sale/facility sale
– Assets held for sale as of December 31, 2016 included the operations of a small business distributor and a provider of printed and promotional products that we previously acquired. Assets held for sale as of December 31, 2015 included the operations of the same small business distributor. These businesses were included in the Small Business Services segment and the assets consisted primarily of customer list intangible assets. We are actively marketing these businesses and expect the selling prices will exceed their carrying values. Net assets held for sale consisted of the following at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
Balance sheet caption
|
Current assets
|
|
$
|
3
|
|
|
$
|
3
|
|
|
Other current assets
|
Intangibles
|
|
14,135
|
|
|
13,533
|
|
|
Assets held for sale
|
Other non-current assets
|
|
433
|
|
|
436
|
|
|
Assets held for sale
|
Accrued liabilities
|
|
(146
|
)
|
|
(366
|
)
|
|
Accrued liabilities
|
Non-current deferred income tax liabilities
|
|
(5,697
|
)
|
|
(5,777
|
)
|
|
Other non-current liabilities
|
Net assets held for sale
|
|
$
|
8,728
|
|
|
$
|
7,829
|
|
|
|
During 2014, we sold our Colorado Springs, Colorado facility and entered into an operating lease on a portion of the facility. We received cash proceeds of
$8,451
from the sale and recognized the full amount of the net pre-tax loss on the sale of
$735
.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Intangibles
– Intangibles were comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
(in thousands)
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade name
|
|
$
|
19,100
|
|
|
$
|
—
|
|
|
$
|
19,100
|
|
|
$
|
19,100
|
|
|
$
|
—
|
|
|
$
|
19,100
|
|
Amortizable intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internal-use software
|
|
385,293
|
|
|
(310,195
|
)
|
|
75,098
|
|
|
375,037
|
|
|
(310,665
|
)
|
|
64,372
|
|
Customer lists/relationships
|
|
308,375
|
|
|
(76,276
|
)
|
|
232,099
|
|
|
202,682
|
|
|
(54,990
|
)
|
|
147,692
|
|
Trade names
|
|
68,261
|
|
|
(40,857
|
)
|
|
27,404
|
|
|
64,881
|
|
|
(36,325
|
)
|
|
28,556
|
|
Software to be sold
|
|
34,700
|
|
|
(7,050
|
)
|
|
27,650
|
|
|
28,500
|
|
|
(3,765
|
)
|
|
24,735
|
|
Technology-based intangible
|
|
28,000
|
|
|
—
|
|
|
28,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
|
1,808
|
|
|
(1,378
|
)
|
|
430
|
|
|
2,858
|
|
|
(2,002
|
)
|
|
856
|
|
Amortizable intangibles
|
|
826,437
|
|
|
(435,756
|
)
|
|
390,681
|
|
|
673,958
|
|
|
(407,747
|
)
|
|
266,211
|
|
Intangibles
|
|
$
|
845,537
|
|
|
$
|
(435,756
|
)
|
|
$
|
409,781
|
|
|
$
|
693,058
|
|
|
$
|
(407,747
|
)
|
|
$
|
285,311
|
|
Amortization expense related to intangibles was as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Internal-use software
|
|
$
|
35,217
|
|
|
$
|
31,752
|
|
|
$
|
34,282
|
|
Software to be sold
|
|
3,285
|
|
|
3,164
|
|
|
601
|
|
Other amortizable intangibles
|
|
38,583
|
|
|
25,784
|
|
|
14,192
|
|
Amortization of intangibles
|
|
$
|
77,085
|
|
|
$
|
60,700
|
|
|
$
|
49,075
|
|
Based on the intangibles in service as of
December 31, 2016
, estimated amortization expense for each of the next five years ending December 31 is as follows:
|
|
|
|
|
|
(in thousands)
|
|
Estimated
amortization
expense
|
2017
|
|
$
|
89,000
|
|
2018
|
|
73,124
|
|
2019
|
|
56,410
|
|
2020
|
|
46,787
|
|
2021
|
|
39,043
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
In the normal course of business, we acquire internal-use software. In conjunction with acquisitions, we also acquire internal-use software and other amortizable intangible assets. The following intangible assets were acquired during the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
(in thousands)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
Internal-use software
|
|
$
|
45,780
|
|
|
4
|
|
$
|
35,945
|
|
|
4
|
|
$
|
33,867
|
|
|
4
|
Customer lists/relationships
(1)
|
|
118,415
|
|
|
8
|
|
101,867
|
|
|
8
|
|
45,869
|
|
|
9
|
Technology-based intangible
|
|
28,000
|
|
|
5
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Software to be sold
|
|
6,200
|
|
|
10
|
|
—
|
|
|
—
|
|
28,500
|
|
|
9
|
Trade names
|
|
3,800
|
|
|
4
|
|
1,400
|
|
|
2
|
|
2,000
|
|
|
3
|
Other
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
50
|
|
|
2
|
Acquired intangibles
|
|
$
|
202,195
|
|
|
6
|
|
$
|
139,212
|
|
|
7
|
|
$
|
110,286
|
|
|
7
|
(1)
Acquired customer lists/relationships for 2014 includes a
$2,200
increase in the estimated fair value of customer lists for the 2013 acquisition of Destination Rewards, as purchase accounting for this acquisition was finalized during 2014. Acquired customer lists/relationships for 2014 does not include intangible assets acquired in 2014 via the acquisition of small business distributors that were classified as held for sale upon purchase. Further information regarding acquisitions can be found in Note 5.
Goodwill
– Changes in goodwill by reportable segment and in total were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Small
Business
Services
|
|
Financial
Services
|
|
Direct
Checks
|
|
Total
|
Balance, December 31, 2014:
|
|
|
|
|
|
|
|
|
Goodwill, gross
|
|
$
|
654,007
|
|
|
$
|
85,863
|
|
|
$
|
148,506
|
|
|
$
|
888,376
|
|
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
Goodwill, net of accumulated impairment charges
|
|
634,007
|
|
|
85,863
|
|
|
148,506
|
|
|
868,376
|
|
Measurement-period adjustment for acquisition of Wausau Financial Systems, Inc.
|
|
—
|
|
|
(714
|
)
|
|
—
|
|
|
(714
|
)
|
Goodwill resulting from acquisitions
|
|
17,563
|
|
|
91,465
|
|
|
—
|
|
|
109,028
|
|
Currency translation adjustment
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
Balance, December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill, gross
|
|
671,295
|
|
|
176,614
|
|
|
148,506
|
|
|
996,415
|
|
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
Goodwill, net of accumulated impairment charges
|
|
651,295
|
|
|
176,614
|
|
|
148,506
|
|
|
976,415
|
|
Measurement-period adjustment for acquisition of Datamyx, LLC
|
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
Goodwill resulting from acquisitions
|
|
12,923
|
|
|
116,403
|
|
|
—
|
|
|
129,326
|
|
Currency translation adjustment
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
Balance, December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill, gross
|
|
684,261
|
|
|
293,189
|
|
|
148,506
|
|
|
1,125,956
|
|
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
Goodwill, net of accumulated impairment charges
|
|
$
|
664,261
|
|
|
$
|
293,189
|
|
|
$
|
148,506
|
|
|
$
|
1,105,956
|
|
Information regarding the businesses acquired can be found in Note 5.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Other non-current assets
– Other non-current assets were comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
Contract acquisition costs
|
|
$
|
65,792
|
|
|
$
|
58,792
|
|
Postretirement benefit plan asset (Note 12)
|
|
23,940
|
|
|
16,250
|
|
Loans and notes receivable from distributors
|
|
21,313
|
|
|
23,957
|
|
Deferred advertising costs
|
|
7,309
|
|
|
7,500
|
|
Other
|
|
6,708
|
|
|
7,313
|
|
Other non-current assets
|
|
$
|
125,062
|
|
|
$
|
113,812
|
|
Changes in contract acquisition costs were as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Balance, beginning of year
|
|
$
|
58,792
|
|
|
$
|
74,101
|
|
|
$
|
35,421
|
|
Additions
(1)
|
|
27,506
|
|
|
6,999
|
|
|
57,225
|
|
Amortization
|
|
(20,185
|
)
|
|
(18,741
|
)
|
|
(18,105
|
)
|
Other
|
|
(321
|
)
|
|
(3,567
|
)
|
|
(440
|
)
|
Balance, end of year
|
|
$
|
65,792
|
|
|
$
|
58,792
|
|
|
$
|
74,101
|
|
(1)
Contract acquisition costs are accrued upon contract execution. Cash payments made for contract acquisition costs were
$23,068
for
2016
,
$12,806
for
2015
and
$16,567
for
2014
.
Accrued liabilities
– Accrued liabilities were comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
Funds held for customers
|
|
$
|
86,799
|
|
|
$
|
52,366
|
|
Deferred revenue
|
|
48,049
|
|
|
48,119
|
|
Employee profit sharing/cash bonus
|
|
27,760
|
|
|
40,683
|
|
Income tax
|
|
19,708
|
|
|
6,573
|
|
Customer rebates
|
|
16,281
|
|
|
18,900
|
|
Acquisition-related liabilities
(1)
|
|
12,763
|
|
|
2,670
|
|
Contract acquisition costs due within one year
|
|
12,426
|
|
|
9,045
|
|
Restructuring due within one year (Note 8)
|
|
4,181
|
|
|
3,864
|
|
Other
|
|
45,082
|
|
|
46,203
|
|
Accrued liabilities
|
|
$
|
273,049
|
|
|
$
|
228,423
|
|
(1)
Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.
Other non-current liabilities
– Other non-current liabilities were comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
Contract acquisition costs
|
|
$
|
29,855
|
|
|
$
|
29,206
|
|
Acquisition-related liabilities
(1)
|
|
19,390
|
|
|
5,211
|
|
Other
|
|
30,461
|
|
|
36,575
|
|
Other non-current liabilities
|
|
$
|
79,706
|
|
|
$
|
70,992
|
|
(1)
Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Supplemental cash flow information
– Supplemental cash flow information was as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Income taxes paid
|
|
$
|
97,309
|
|
|
$
|
110,999
|
|
|
$
|
100,639
|
|
Interest paid
|
|
20,975
|
|
|
24,286
|
|
|
39,946
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
Acquisition-related liabilities
(1)
|
|
28,299
|
|
|
7,450
|
|
|
1,600
|
|
(1)
Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.
Note 3: Earnings per share
The following table reflects the calculation of basic and diluted earnings per share. During each period, certain stock options, as noted below, were excluded from the calculation of diluted earnings per share because their effect would have been antidilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars, shares and options in thousands, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
Earnings per share – basic:
|
|
|
|
|
|
|
Net income
|
|
$
|
229,382
|
|
|
$
|
218,629
|
|
|
$
|
199,794
|
|
Income allocated to participating securities
|
|
(1,870
|
)
|
|
(1,460
|
)
|
|
(1,075
|
)
|
Income available to common shareholders
|
|
$
|
227,512
|
|
|
$
|
217,169
|
|
|
$
|
198,719
|
|
Weighted-average shares outstanding
|
|
48,562
|
|
|
49,445
|
|
|
49,827
|
|
Earnings per share – basic
|
|
$
|
4.68
|
|
|
$
|
4.39
|
|
|
$
|
3.99
|
|
|
|
|
|
|
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
229,382
|
|
|
$
|
218,629
|
|
|
$
|
199,794
|
|
Income allocated to participating securities
|
|
(1,858
|
)
|
|
(1,453
|
)
|
|
(1,068
|
)
|
Re-measurement of share-based awards classified as liabilities
|
|
296
|
|
|
(89
|
)
|
|
183
|
|
Income available to common shareholders
|
|
$
|
227,820
|
|
|
$
|
217,087
|
|
|
$
|
198,909
|
|
Weighted-average shares outstanding
|
|
48,562
|
|
|
49,445
|
|
|
49,827
|
|
Dilutive impact of potential common shares
|
|
413
|
|
|
380
|
|
|
435
|
|
Weighted-average shares and potential common shares outstanding
|
|
48,975
|
|
|
49,825
|
|
|
50,262
|
|
Earnings per share – diluted
|
|
$
|
4.65
|
|
|
$
|
4.36
|
|
|
$
|
3.96
|
|
|
|
|
|
|
|
|
Antidilutive options excluded from calculation
|
|
214
|
|
|
354
|
|
|
7
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Note 4: Other comprehensive income
Reclassification adjustments –
Information regarding amounts reclassified from accumulated other comprehensive loss to net income was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss component
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
Affected line item in consolidated statements of income
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
|
Amortization of loss on interest rate locks
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,282
|
)
|
|
Interest expense
|
Tax benefit
|
|
—
|
|
|
—
|
|
|
501
|
|
|
Income tax provision
|
Amortization of loss on interest rate locks, net of tax
|
|
—
|
|
|
—
|
|
|
(781
|
)
|
|
Net income
|
Amortization of postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
Prior service credit
|
|
1,421
|
|
|
1,421
|
|
|
1,421
|
|
|
(2)
|
Net actuarial loss
|
|
(3,797
|
)
|
|
(3,120
|
)
|
|
(3,418
|
)
|
|
(2)
|
Total amortization
|
|
(2,376
|
)
|
|
(1,699
|
)
|
|
(1,997
|
)
|
|
(2)
|
Tax benefit
|
|
724
|
|
|
450
|
|
|
661
|
|
|
(2)
|
Amortization of postretirement benefit plan items, net of tax
|
|
(1,652
|
)
|
|
(1,249
|
)
|
|
(1,336
|
)
|
|
(2)
|
Total reclassifications, net of tax
|
|
$
|
(1,652
|
)
|
|
$
|
(1,249
|
)
|
|
$
|
(2,117
|
)
|
|
|
(1)
Relates to interest rate locks executed in 2004. Further information regarding these financial instruments can be found in Note 6.
(2)
Amortization of postretirement benefit plan items is included in the computation of net periodic benefit income as presented in Note 12. Net periodic benefit income is included in cost of revenue and in SG&A expense in the consolidated statements of income, based on the composition of our workforce. A portion of net periodic benefit income is capitalized as a component of labor costs and is included in inventories and intangibles in our consolidated balance sheets.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Accumulated other comprehensive loss –
The components of accumulated other comprehensive loss at December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Postretirement benefit plans, net of tax
|
|
Loss on derivatives, net of tax
(1)
|
|
Net unrealized (loss) gain on marketable securities, net of tax
|
|
Currency translation adjustment
|
|
Accumulated other comprehensive loss
|
Balance, December 31, 2013
|
|
$
|
(34,874
|
)
|
|
$
|
(781
|
)
|
|
$
|
(276
|
)
|
|
$
|
2,507
|
|
|
$
|
(33,424
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
1,133
|
|
|
—
|
|
|
151
|
|
|
(6,315
|
)
|
|
(5,031
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
1,336
|
|
|
781
|
|
|
—
|
|
|
—
|
|
|
2,117
|
|
Net current-period other comprehensive income (loss)
|
|
2,469
|
|
|
781
|
|
|
151
|
|
|
(6,315
|
)
|
|
(2,914
|
)
|
Balance, December 31, 2014
|
|
(32,405
|
)
|
|
—
|
|
|
(125
|
)
|
|
(3,808
|
)
|
|
(36,338
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(7,666
|
)
|
|
—
|
|
|
11
|
|
|
(12,459
|
)
|
|
(20,114
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
Net current-period other comprehensive (loss) income
|
|
(6,417
|
)
|
|
—
|
|
|
11
|
|
|
(12,459
|
)
|
|
(18,865
|
)
|
Balance, December 31, 2015
|
|
(38,822
|
)
|
|
—
|
|
|
(114
|
)
|
|
(16,267
|
)
|
|
(55,203
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
1,486
|
|
|
—
|
|
|
(99
|
)
|
|
1,793
|
|
|
3,180
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
1,652
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,652
|
|
Net current-period other comprehensive income (loss)
|
|
3,138
|
|
|
—
|
|
|
(99
|
)
|
|
1,793
|
|
|
4,832
|
|
Balance, December 31, 2016
|
|
$
|
(35,684
|
)
|
|
$
|
—
|
|
|
$
|
(213
|
)
|
|
$
|
(14,474
|
)
|
|
$
|
(50,371
|
)
|
(1)
Relates to interest rate locks executed in 2004. Further information regarding these financial instruments can be found in Note 6.
Note 5: Acquisitions
We periodically complete business combinations that align with our business strategy. The assets and liabilities acquired are recorded at their estimated fair values and the results of operations of each acquired business are included in our consolidated statements of income from their acquisition dates. Transaction costs related to acquisitions are expensed as incurred and are included in SG&A expense in the consolidated statements of income. Transaction costs totaled
$4,944
in 2016,
$2,210
in 2015 and
$1,329
in 2014. All of the acquisitions completed during the past 3 years were cash transactions, funded by net cash provided by operating activities and/or use of our credit facility. We completed these acquisitions to increase our mix of marketing solutions and other services revenue, to improve our product and service offerings and to reach new customers.
2016 acquisitions
– During 2016, we completed the following acquisitions which are included within our Small Business Services segment and for which the allocation of the purchase price to the assets acquired and liabilities assumed has been finalized:
|
|
•
|
In February 2016, we acquired selected assets of Category 99, Inc., doing business as MacHighway®, a web hosting and domain registration service provider.
|
|
|
•
|
In March 2016, we acquired selected assets of New England Art Publishers, Inc., doing business as Birchcraft Studios, a supplier of personalized invitations, holiday cards, all-occasion cards and social announcements.
|
|
|
•
|
In June 2016, we acquired selected assets of L.A.M. Enterprises, Inc., a provider of printed and promotional products.
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
|
|
•
|
In June 2016, we acquired selected assets of National Document Solutions, LLC, a provider of printing, promotional products, office products, scanning and document management solutions.
|
|
|
•
|
In June 2016, we acquired selected assets of Liquid Web, LLC, a web hosting services provider.
|
|
|
•
|
In July 2016, we acquired selected assets of Inkhead, Inc., a provider of customized promotional products. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$4,421
. The acquisition resulted in goodwill as the acquisition enables us to diversify our promotional product offerings and bring these offerings to our customer base.
|
During 2016, we completed several acquisitions which are included within our Small Business Services segment and for which we expect to finalize the allocation of the purchase price by mid-2017. Valuations for certain property, plant and equipment, intangible assets and goodwill remain subject to change, as does the estimated useful lives of the acquired long-lived assets. These acquisitions were as follows:
|
|
•
|
In April 2016, we acquired selected assets of 180 Fusion LLC, a digital marketing services provider. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$800
. The acquisition resulted in goodwill as we expect it will enhance our Small Business Services product set by providing valuable marketing tools to our customers, thus, enhancing customer acquisition and loyalty.
|
|
|
•
|
In August 2016, we acquired selected assets of BNBS, Inc., doing business as B&B Solutions, a provider of printing, promotional and office products and services. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$850
. The acquisition resulted in goodwill as the acquisition enables us to diversify our product offerings and bring these offerings to our customer base.
|
|
|
•
|
In September 2016, we acquired all of the outstanding capital stock of Payce, Inc., a provider of payroll processing, payroll tax filing and related payroll services. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$6,852
. The acquisition resulted in goodwill as we expect Payce's expertise, customer mix and operational strength to enhance our existing portfolio of small business services.
|
|
|
•
|
In October 2016, we acquired selected assets of Excel Graphic Services, Inc., a provider of printing, promotional products and document management services.
|
|
|
•
|
In October 2016, we acquired selected assets of PTM Document Systems, Inc., the exclusive source of the Print to Mail™ systems used in schools, hospitals and businesses.
|
|
|
•
|
In December 2016, we acquired selected assets of Digihost Ltd., a web services provider located in Ireland.
|
|
|
•
|
During 2016, we acquired the operations of several small business distributors. The assets acquired consisted primarily of customer list intangible assets. As these distributors were previously part of our Safeguard distributor network, our revenue was not impacted by these acquisitions and the impact to our costs was not significant.
|
During 2016, we completed two acquisitions which are included within our Financial Services segment and for which we expect to finalize the allocation of the purchase price by the third quarter of 2017 when our valuation of several of the acquired assets and liabilities is completed, as well as the determination of the estimated useful lives of the acquired intangibles. These acquisitions were as follows:
|
|
•
|
In October 2016, we acquired selected assets of Data Support Systems, Inc., a provider of image-based software for payment-related back-office case management. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$4,108
. The acquisition resulted in goodwill as Data Support Systems' solutions are complementary to those of our Wausau Financial Services business which creates significant cross-sell opportunities.
|
|
|
•
|
In December 2016, we acquired all of the equity of First Manhattan Consulting Group, LLC (FMCG Direct), a provider of data-driven marketing solutions for financial institutions. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$112,295
. The acquisition resulted in goodwill as we expect revenue synergies with our Datamyx business and to bring FMCG Direct's solutions to our clients. We also expect some cost synergies, for example leveraging common data sources.
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the FMCG Direct acquisition was as follows:
|
|
|
|
|
|
(in thousands)
|
|
FMCG Direct
|
Net tangible assets acquired and liabilities assumed
(1)
|
|
$
|
4,205
|
|
Identifiable intangible assets:
|
|
|
Customer list/relationships
|
|
55,000
|
|
Technology-based intangible
|
|
28,000
|
|
Trade name
|
|
3,000
|
|
Total intangible assets
(2)
|
|
86,000
|
|
Goodwill
|
|
112,295
|
|
Total aggregate purchase price
|
|
202,500
|
|
Liability for holdback payments
|
|
(18,500
|
)
|
Payment for acquisition, net of cash acquired
|
|
$
|
184,000
|
|
(1)
Net tangible assets acquired consisted primarily of accounts receivable outstanding as of the date of acquisition.
(2)
The preliminary useful lives of the acquired intangible assets were as follows: customer list/relationships –
7
years; technology-based intangible –
5
years; and trade name –
4
years.
2015 acquisitions
– During 2015, we completed the following acquisitions which are included within our Small Business Services segment and for which the allocation of the purchase price to the assets acquired and liabilities assumed was finalized during 2015:
|
|
•
|
In January 2015, we acquired selected assets of Range, Inc., a marketing services provider.
|
|
|
•
|
In February 2015, we acquired selected assets of Verify Valid LLC, a provider of electronic check payment services. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$5,650
. This acquisition resulted in goodwill as the acquired technology enabled us to diversify our payment product and service offerings and bring these offerings to our customer base.
|
|
|
•
|
In August 2015, we acquired selected assets of Tech Assets, Inc., a provider of shared hosting websites to small businesses using cPanel web hosting technology. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$2,628
. This acquisition resulted in goodwill as we expected to accelerate revenue growth by combining our capabilities with Tech Asset's tools and hosting technology.
|
|
|
•
|
In September 2015, we acquired selected assets of FMC Resource Management Corporation, a marketing services provider.
|
During 2015, we completed two acquisitions which are included within our Financial Services segment and for which we finalized the allocation of the purchase price during 2016. These acquisitions were as follows:
|
|
•
|
In October 2015, we acquired all of the equity of Datamyx LLC, a provider of risk-based, date-driven marketing solutions. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$91,637
. This acquisition resulted in goodwill as it enhances our Financial Services product set by providing valuable marketing tools and other analytical services our customers use to help them market their businesses.
|
|
|
•
|
In December 2015, we acquired substantially all of the assets of FISC Solutions, a provider of back-office treasury management and outsourcing solutions.
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The allocation of the purchase price to the assets acquired and liabilities assumed for the Datamyx LLC acquisition was as follows:
|
|
|
|
|
|
(in thousands)
|
|
Datamyx LLC
|
Net tangible assets acquired and liabilities assumed
(1)
|
|
$
|
4,392
|
|
Identifiable intangible assets:
|
|
|
Customer list/relationships
|
|
61,000
|
|
Internal-use software
|
|
2,000
|
|
Trade name
|
|
1,000
|
|
Total intangible assets
(2)
|
|
64,000
|
|
Goodwill
|
|
91,637
|
|
Payment for acquisition, net of cash acquired
|
|
$
|
160,029
|
|
(1)
Net tangible assets acquired consisted primarily of accounts receivable outstanding as of the date of acquisition.
(2)
The useful lives of the acquired intangible assets were as follows: customer list/relationships –
8
years; internal-use software –
5
years; and trade name –
2
years.
During 2015, we also acquired the operations of
8
small business distributors,
6
of which are included within our Small Business Services segment and
2
of which are included in our Financial Services segment, as their customers consist primarily of financial institutions. The assets acquired consisted primarily of customer list intangible assets. The acquired Financial Services distributors and all but
2
of the acquired Small Business Services distributors were previously part of our distributor network. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$9,285
related to one of the Small Business Services distributors. This acquisition resulted in goodwill as we expected to accelerate revenue growth in business and marketing communications solutions by adding an established customer base that gives us a larger presence in the western United States.
2014 acquisitions
– During 2014, we completed the following acquisitions which are included within our Small Business Services segment:
|
|
•
|
In January 2014, we acquired all of the outstanding capital stock of NetClime, Inc., a provider of website development software. The allocation of the purchase price based upon the estimated fair value of the assets acquired and liabilities assumed resulted in goodwill of
$1,615
. The acquisition resulted in goodwill as we expected to drive future revenue as we incorporated NetClime's software solution into our technology platform and the marketing solutions services we offer our customers.
|
|
|
•
|
I
n May 2014, we acquired selected assets of Gift Box Corporation of America (GBCA), a supplier of retail packaging solutions, including gift boxes, bags, bows, ribbons and wraps. We are operating this business under the name WholeStyle Packaging
TM
.
|
|
|
•
|
During 2014, we acquired the operations of several small business distributors,
1
of which was classified as held for sale upon acquisition. Further information regarding net assets held for sale can be found in Note 2.
|
During 2014, we completed the following acquisition which is included within our Financial Services segment:
|
|
•
|
In October 2014, we acquired all of the outstanding capital stock of Wausau Financial Systems, Inc. (Wausau), a provider of software-based solutions for receivables management, lockbox processing, remote deposit capture and paperless branch solutions to financial institutions, utilities, government agencies and telecommunications companies. The allocation of the purchase price based upon the estimated fair value of the assets acquired and liabilities assumed resulted in goodwill of
$44,807
. This acquisition resulted in goodwill as Wausau provides new access into the commercial and treasury side of financial institutions through a strong software-as-a-service (SaaS) technology offering.
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Aggregate information
– Information regarding the useful lives of acquired intangibles and goodwill by reportable business segment can be found in Note 2. As our acquisitions were immaterial to our reported operating results both individually and in the aggregate, pro forma results of operations are not provided. The following illustrates the allocation of the aggregate purchase price for the above acquisitions to the assets acquired and liabilities assumed, reduced for any cash or cash equivalents acquired with the acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016 acquisitions
(1)
|
|
2015 acquisitions
(2)
|
|
2014 acquisitions
(3)
|
Net tangible assets acquired and liabilities assumed
|
|
$
|
3,533
|
|
|
$
|
4,124
|
|
|
$
|
(17,091
|
)
|
Identifiable intangible assets:
|
|
|
|
|
|
|
Customer lists/relationships
|
|
118,415
|
|
|
101,946
|
|
|
45,022
|
|
Technology-based intangible
|
|
28,000
|
|
|
—
|
|
|
—
|
|
Internal-use software
|
|
10,450
|
|
|
4,902
|
|
|
1,300
|
|
Software to be sold
|
|
6,200
|
|
|
—
|
|
|
28,500
|
|
Trade names
|
|
3,800
|
|
|
1,400
|
|
|
2,000
|
|
Other
|
|
—
|
|
|
—
|
|
|
50
|
|
Total intangible assets
|
|
166,865
|
|
|
108,248
|
|
|
76,872
|
|
Goodwill
|
|
129,326
|
|
|
109,200
|
|
|
46,422
|
|
Total aggregate purchase price
|
|
299,724
|
|
|
221,572
|
|
|
106,203
|
|
Liabilities for holdback payments and contingent consideration
(4)
|
|
(28,299
|
)
|
|
(7,450
|
)
|
|
(1,600
|
)
|
Non-cash consideration
(5)
|
|
(2,020
|
)
|
|
(5,419
|
)
|
|
(371
|
)
|
Net cash paid for current year acquisitions
|
|
269,405
|
|
|
208,703
|
|
|
104,232
|
|
Holdback payments for prior year acquisitions
|
|
1,534
|
|
|
4,287
|
|
|
797
|
|
Payments for acquisitions, net of cash acquired
|
|
$
|
270,939
|
|
|
$
|
212,990
|
|
|
$
|
105,029
|
|
(1)
Net tangible assets acquired and liabilities assumed for 2016 included funds held for customers of
$12,532
and the corresponding liability for the same amount related to the acquisition of Payce, Inc.
(2)
Includes adjustments recorded in 2016 for the finalization of purchase accounting for the Datamyx and FISC Solutions acquisitions. These adjustments increased Datamyx goodwill
$172
from the preliminary amount recorded as of December 31, 2015, with the offset to to various assets and liabilities, primarily property, plant and equipment and other current assets. Acquisition measurement-period adjustments recorded in 2016 for the acquisition of FISC Solutions consisted of recording an asset for funds held for customers of
$18,743
and the corresponding liability for the same amount, as well as an increase of
$79
in the value of the acquired customer list.
(3)
Includes adjustments recorded in 2015 for the finalization of purchase accounting for the Wausau acquisition. These adjustments decreased goodwill
$714
from the preliminary amount recorded as of December 31, 2014, with the offset to certain income and sales tax accounts. Net tangible assets acquired and liabilities assumed for the 2014 acquisitions consisted primarily of a liability for deferred revenue of
$14,200
related to the Wausau acquisition. Further information regarding the calculation of the estimated fair value of this liability can be found in Note 7. The amount of intangible assets acquired includes assets classified as held for sale upon acquisition of
$1,353
.
(4)
Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.
(5)
Consists of pre-acquisition amounts owed to us by certain of the acquired businesses.
Note 6: Derivative financial instruments
Fair value hedges
– During 2011 and 2012, we entered into interest rate swaps, which we designated as fair value hedges, to hedge against changes in the fair value of a portion of our long-term debt. At the time we entered into these swaps, we were targeting a mix of fixed and variable rate debt, where we received a fixed rate and paid a variable rate based on the London Interbank Offered Rate (LIBOR). As of December 31, 2015, we had interest rate swaps with a notional amount of
$200,000
that related to our long-term debt due in 2020. This debt was retired during 2016 (Note 13) and we concurrently settled the interest rate swaps, resulting in a cash payment of
$2,842
. These swaps met the criteria for using the short-cut method for a fair value hedge based on the structure of the hedging relationship. As such, changes in the fair value of the derivatives and the related long-term debt were equal. The fair value of these interest rate swaps was
$4,842
as of
December 31, 2015
and was included in other non-current liabilities in the consolidated balance sheet. As the short-cut method was being used to account for these hedges, the decrease in long-term debt due to fair value adjustments was also
$4,842
as of
December 31, 2015
.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
During 2014, we also held interest rate swaps with a notional amount of
$198,000
related to our long-term debt that matured in October 2014. The short-cut method was not used for these interest rate swaps. As such, changes in the fair value of the interest rate swaps and the related long-term debt were not equal (i.e., hedge ineffectiveness) and were included in interest expense in the consolidated statements of income. Information regarding hedge ineffectiveness during 2014 is presented in Note 7.
Cash flow hedges
– During 2004, we entered into forward starting interest rate swaps to hedge, or lock-in, the interest rate on a portion of our long-term debt that matured in October 2014. The termination of the lock agreements in 2004 yielded a deferred pre-tax loss of
$17,877
. This loss was reflected, net of tax, in accumulated other comprehensive loss in the consolidated balance sheet and was reclassified ratably to the statements of income as an increase to interest expense through the related debt's maturity date of October 2014.
Note 7: Fair value measurements
Annual asset impairment analyses –
We evaluate the carrying value of goodwill and our indefinite-lived trade name as of July 31 of each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Our policy on impairment of indefinite-lived intangibles and goodwill, which is included in Note 1, explains our methodology for assessing impairment of these assets.
In completing the 2016 and 2015 annual goodwill impairment analyses, we elected to perform a qualitative assessment for all of our reporting units to which goodwill is assigned, with one exception. We elected to perform a quantitative analysis for our Financial Services Commercial reporting unit. This reporting unit was acquired subsequent to our 2014 annual impairment analysis and the quantitative analysis completed as of July 31, 2015 indicated that the estimated fair value of this reporting unit exceeded its carrying value by approximately
13%
. The quantitative assessment completed for this reporting unit as of July 31, 2016 indicated that its estimated fair value exceeded its carrying value by approximately
49%
. Total goodwill for this reporting unit was approximately
$45,000
as of the date of our 2016 assessment.
Our qualitative analyses completed during 2016 and 2015 evaluated factors including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the quantitative analysis we completed as of July 31, 2014. In completing these assessments, we noted no changes in events or circumstances which indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. In completing the 2016 annual impairment analysis of our indefinite-lived trade name, we elected to perform a quantitative assessment which indicated that the calculated fair value of the asset exceeded its carrying value of
$19,100
by approximately
$32,000
as of July 31, 2016. Based on the results of our annual impairment analyses, we recorded no impairment charges during 2016 or 2015.
In completing the 2014 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all of our reporting units to which goodwill was assigned, as our previous quantitative analysis was completed during 2010. Our 2014 analysis indicated that the estimated fair values of our reporting units' net assets exceeded their carrying values by approximate amounts between
$74,000
and
$1,128,000
, or by amounts between
47%
and
482%
above the carrying values of their net assets. We recorded no impairment charges during 2014 as a result of our annual impairment analyses.
Non-recurring asset impairment analyses
–
During the third quarter of 2014, we performed an impairment analysis related to our Small Business Services search engine marketing and optimization business. Revenue and the related cash flows from this business had been lower than previously projected, and as a result of our annual planning process completed during the third quarter of 2014, we decided to reduce the revenue base of this business in order to improve its financial performance. As such, we revised our estimates of future revenues and cash flows to reflect these decisions during the third quarter of 2014. We calculated the estimated fair values of the assets as the net present value of estimated future cash flows (level 3 fair value measurement). Our analysis resulted in an impairment charge of
$6,468
during 2014, which reflects writing down the net book value of the related intangible assets to zero.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Information regarding this nonrecurring fair value measurement completed during 2014 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
|
|
Fair value as of
measurement date
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
|
Asset impairment charge
|
(in thousands)
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Internal-use software
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,036
|
|
Customer relationships
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,952
|
|
Trade name
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
Total impairment charge
|
|
|
|
|
|
|
|
|
|
$
|
6,468
|
|
Acquisitions –
For all acquisitions, we are required to measure the fair value of the net identifiable tangible and intangible assets and liabilities acquired. Information regarding our acquisitions can be found in Note 5 and information regarding the useful lives of acquired intangibles can be found in Note 2. The identifiable net assets acquired during the past 3 years were comprised primarily of customer list intangible assets and software, as well as a technology-based intangible asset acquired during 2016. The estimated fair value of the more significant of our acquired customer lists was estimated using the multi-period excess earnings method. This valuation model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as a brand name or fixed assets, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the customer list asset, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The estimated fair value for the reminder of our acquired customer lists was estimated by discounting the estimated cash flows expected to be generated by the assets. Assumptions used in these calculations included same-customer revenue growth rates and estimated customer retention rates based on the acquirees' historical information.
The estimated fair value of a portion of the acquired software, as well as the technology-based intangible acquired during 2016, was estimated using the the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates were applied to projected revenue for the remaining useful life of the technology to estimate the royalty savings. The fair value of the remainder of the acquired software was estimated using the cost of reproduction method. The primary components of the software were identified and the estimated cost to reproduce the software was calculated based on historical data provided by the acquirees.
During 2014, we acquired a liability for deferred revenue of
$14,200
related to the Wausau acquisition. The fair value of this liability was estimated as the direct and incremental costs to provide the services required plus an estimated profit margin.
We determined the fair value of liabilities for contingent consideration as of the acquisition dates by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in these calculations included the discount rate; projected revenue, gross profit or operating income, as appropriate, based on our most recent internal forecast; and factors indicating the probability of achieving the forecasted revenue, gross profit or operating income. We recorded liabilities for contingent consideration related to certain of our acquisitions, primarily the acquisitions of Verify Valid and a small business distributor during 2015 and the acquisition of Data Support Systems during 2016. Under the Verify Valid and Data Support Systems agreements,
there are no maximum amounts of contingent payments specified
, although payments are based on a percentage of the revenue or operating income generated by the business.
Recurring fair value measurements –
Funds held for customers included cash equivalents and available-for-sale marketable securities (Note 2). The cash equivalents consisted of a money market fund investment which is traded in an active market. Because of the short-term nature of the underlying investments, the cost of this investment approximates its fair value. Available-for-sale securities consisted of a mutual fund investment that invests in Canadian and provincial government securities and investments in Canadian guaranteed investment certificates (GIC's) with maturities of
1
year or less. The mutual fund is not traded in an active market and its fair value is determined by obtaining quoted prices in active markets for the underlying securities held by the fund. The fair value of the GIC's approximated cost due to their relatively short duration. Unrealized gains and losses, net of tax, are included in accumulated other comprehensive loss in the consolidated balance sheets. The cost of securities sold is determined using the average cost method. Realized gains and losses are included in revenue in the consolidated statements of income and were not significant during the past three years.
Other current assets as of December 31, 2015 included available-for-sale marketable securities (Note 2). These securities were sold during the first quarter of 2016 and consisted of a Canadian money market fund that was not traded in an active market. As such, the fair value of this investment was determined by obtaining quoted prices in active markets for the underlying securities held by the fund. Because of the short-term nature of the underlying investments, the cost of these securities approximated their fair value.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
We have elected to account for long-term investments in domestic mutual funds under the fair value option for financial assets and financial liabilities. The fair value option provides companies an irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The investments are included in long-term investments in the consolidated balance sheets. Information regarding the accounting for these investments is provided in our long-term investments policy in Note 1. The fair value of the mutual fund investments is determined by obtaining quoted prices in active markets for the mutual funds. Realized gains recognized during the past three years were not significant, nor were unrealized losses recognized during 2014. We recognized net unrealized losses on the mutual fund investments of
$168
during 2016 and
$281
during 2015.
The fair value of accrued contingent consideration is remeasured each reporting period. Increases or decreases in projected revenue, gross profit or operating income, as appropriate, and the related probabilities of achieving the forecasted results, may result in a higher or lower fair value measurement. Changes in fair value resulting from changes in the timing, amount of, or likelihood of contingent payments are included in SG&A expense in the consolidated statements of income. Changes in fair value resulting from accretion for the passage of time are included in interest expense in the consolidated statements of income.
Changes in accrued contingent consideration were as follows:
|
|
|
|
|
|
(in thousands)
|
|
Accrued contingent consideration
|
Balance, December 31, 2014
|
|
$
|
409
|
|
Acquisition date fair value
|
|
5,575
|
|
Change in fair value
|
|
187
|
|
Payments
|
|
(310
|
)
|
Balance, December 31, 2015
|
|
5,861
|
|
Acquisition date fair value
|
|
1,132
|
|
Change in fair value
|
|
(1,174
|
)
|
Payments
|
|
(1,137
|
)
|
Balance, December 31, 2016
|
|
$
|
4,682
|
|
The fair value of interest rate swaps (Note 6) was determined at each reporting date by means of a pricing model utilizing readily observable market interest rates. The change in fair value was determined as the change in the present value of estimated future cash flows discounted using the LIBOR rate. The interest rate swaps related to our long-term debt due in 2020, which we settled during the fourth quarter of 2016, met the criteria for using the short-cut method for a fair value hedge based on the structure of the hedging relationship. As such, the changes in the fair value of the derivative and the related long-term debt were equal. The short-cut method was not being used for our other interest rate swaps, which terminated with the maturity of the related long-term debt in October 2014. Changes in the fair value of the interest rate swaps, as well as changes in the fair value of the hedged debt, are included in interest expense in the consolidated statements of income and were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Gain from derivatives
|
|
$
|
1,200
|
|
|
$
|
3,225
|
|
|
$
|
6,014
|
|
Loss from change in fair value of hedged debt
|
|
(1,200
|
)
|
|
(3,225
|
)
|
|
(6,603
|
)
|
Net increase in interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(589
|
)
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Information regarding recurring fair value measurements completed during each period was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
Fair value as of
December 31, 2016
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
(in thousands)
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Cash equivalents (funds held for customers)
|
|
$
|
6,002
|
|
|
$
|
6,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale marketable securities (funds held for customers)
|
|
15,532
|
|
|
—
|
|
|
15,532
|
|
|
—
|
|
Long-term investments in mutual funds
|
|
1,877
|
|
|
1,877
|
|
|
—
|
|
|
—
|
|
Accrued contingent consideration
|
|
(4,682
|
)
|
|
—
|
|
|
—
|
|
|
(4,682
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
Fair value as of
December 31, 2015
|
|
Quoted prices in active markets for identical assets
|
|
Significant other
observable
inputs
|
|
Significant unobservable inputs
|
(in thousands)
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Available-for-sale marketable securities (funds held for customers)
|
|
$
|
15,067
|
|
|
$
|
—
|
|
|
$
|
15,067
|
|
|
$
|
—
|
|
Available-for-sale marketable securities (other current assets)
|
|
1,616
|
|
|
—
|
|
|
1,616
|
|
|
—
|
|
Long-term investments in mutual funds
|
|
2,091
|
|
|
2,091
|
|
|
—
|
|
|
—
|
|
Accrued contingent consideration
|
|
(5,861
|
)
|
|
—
|
|
|
—
|
|
|
(5,861
|
)
|
Derivative liabilities
|
|
(4,842
|
)
|
|
—
|
|
|
(4,842
|
)
|
|
—
|
|
Our policy is to recognize transfers between fair value levels as of the end of the reporting period in which the transfer occurred. There were no transfers between fair value levels during
2016
or
2015
.
Fair value measurements of other financial instruments
– The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.
Cash and cash included within funds held for customers – The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.
Loans and notes receivable from distributors – We have receivables for loans made to certain of our Safeguard distributors. In addition, we have acquired the operations of several small business distributors which we then sold to our Safeguard distributors. In most cases, we entered into notes receivable upon the sale of the assets to the distributors. The fair value of these loans and notes receivables is calculated as the present value of expected future cash flows, discounted using an estimated interest rate based on published bond yields for companies of similar risk.
Long-term debt – Information regarding the composition of our long-term debt can be found in Note 13. The carrying amounts reported in the consolidated balance sheets for amounts drawn under our revolving credit facility and our term loan facility, excluding unamortized debt issuance costs, approximate fair value because our interest rates are variable and reflect current market rates. The fair value of our long-term notes due in 2020, which were retired during 2016, was based on significant observable market inputs other than quoted prices in active markets and does not reflect the impact of hedging activity.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The estimated fair values of these financial instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
December 31, 2016
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
(in thousands)
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Cash
|
|
$
|
76,574
|
|
|
$
|
76,574
|
|
|
$
|
76,574
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash (funds held for customers)
|
|
66,289
|
|
|
66,289
|
|
|
66,289
|
|
|
—
|
|
|
—
|
|
Loans and notes receivable from distributors
|
|
23,278
|
|
|
21,145
|
|
|
—
|
|
|
—
|
|
|
21,145
|
|
Long-term debt
(1)
|
|
756,963
|
|
|
758,000
|
|
|
—
|
|
|
758,000
|
|
|
—
|
|
(1)
Amounts exclude capital lease obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
December 31, 2015
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
(in thousands)
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Cash
|
|
$
|
62,427
|
|
|
$
|
62,427
|
|
|
$
|
62,427
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash (funds held for customers)
|
|
38,276
|
|
|
38,276
|
|
|
38,276
|
|
|
—
|
|
|
—
|
|
Loans and notes receivable from distributors
|
|
25,745
|
|
|
23,383
|
|
|
—
|
|
|
—
|
|
|
23,383
|
|
Long-term debt
(1)
|
|
626,909
|
|
|
641,000
|
|
|
—
|
|
|
641,000
|
|
|
—
|
|
(1)
Amounts exclude capital lease obligations.
Note 8: Restructuring charges
Net restructuring charges for the years ended December 31 consisted of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Severance accruals
|
|
$
|
7,217
|
|
|
$
|
5,891
|
|
|
$
|
8,411
|
|
Severance reversals
|
|
(864
|
)
|
|
(1,197
|
)
|
|
(1,513
|
)
|
Operating lease obligations
|
|
59
|
|
|
338
|
|
|
—
|
|
Net restructuring accruals
|
|
6,412
|
|
|
5,032
|
|
|
6,898
|
|
Other costs
|
|
1,359
|
|
|
1,202
|
|
|
2,757
|
|
Net restructuring charges
|
|
$
|
7,771
|
|
|
$
|
6,234
|
|
|
$
|
9,655
|
|
Number of employees included in severance accruals
|
|
265
|
|
|
290
|
|
|
260
|
|
The net restructuring charges for the years ended December 31 are reflected in the consolidated statements of income as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Total cost of revenue
|
|
$
|
647
|
|
|
$
|
1,816
|
|
|
$
|
879
|
|
Operating expenses
|
|
7,124
|
|
|
4,418
|
|
|
8,776
|
|
Net restructuring charges
|
|
$
|
7,771
|
|
|
$
|
6,234
|
|
|
$
|
9,655
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
In each of the past three years, the net restructuring accruals included severance charges related to employee reductions across functional areas as we continued to reduce costs, primarily within our sales and marketing, information technology and fulfillment functions. These charges were reduced by the reversal of restructuring accruals, as fewer employees received severance benefits than originally estimated. Other restructuring costs, which were expensed as incurred, included items such as information technology costs, employee and equipment moves, training and travel related to our restructuring activities.
Restructuring accruals of
$4,181
as of
December 31, 2016
and
$3,864
as of
December 31, 2015
are reflected in the consolidated balance sheets as accrued liabilities. The majority of the employee reductions are expected to be completed by mid-2017, and we expect most of the related severance payments to be paid by the third quarter of 2017, utilizing cash from operations. As of
December 31, 2016
, approximately
55
employees had not yet started to receive severance benefits.
Accruals for our restructuring initiatives, summarized by year, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2012/2013
initiatives
|
|
2014
initiatives
|
|
2015
initiatives
|
|
2016
initiatives
|
|
Total
|
Balance, December 31, 2013
|
|
$
|
5,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,638
|
|
Restructuring charges
|
|
271
|
|
|
8,140
|
|
|
—
|
|
|
—
|
|
|
8,411
|
|
Restructuring reversals
|
|
(871
|
)
|
|
(642
|
)
|
|
—
|
|
|
—
|
|
|
(1,513
|
)
|
Payments
|
|
(4,878
|
)
|
|
(3,382
|
)
|
|
—
|
|
|
—
|
|
|
(8,260
|
)
|
Balance, December 31, 2014
|
|
160
|
|
|
4,116
|
|
|
—
|
|
|
—
|
|
|
4,276
|
|
Restructuring charges
|
|
—
|
|
|
102
|
|
|
6,127
|
|
|
—
|
|
|
6,229
|
|
Restructuring reversals
|
|
(48
|
)
|
|
(691
|
)
|
|
(458
|
)
|
|
—
|
|
|
(1,197
|
)
|
Payments
|
|
(112
|
)
|
|
(3,351
|
)
|
|
(1,981
|
)
|
|
—
|
|
|
(5,444
|
)
|
Balance, December 31, 2015
|
|
—
|
|
|
176
|
|
|
3,688
|
|
|
—
|
|
|
3,864
|
|
Restructuring charges
|
|
—
|
|
|
—
|
|
|
78
|
|
|
7,198
|
|
|
7,276
|
|
Restructuring reversals
|
|
—
|
|
|
(111
|
)
|
|
(472
|
)
|
|
(281
|
)
|
|
(864
|
)
|
Payments
|
|
—
|
|
|
(65
|
)
|
|
(3,214
|
)
|
|
(2,816
|
)
|
|
(6,095
|
)
|
Balance, December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
4,101
|
|
|
$
|
4,181
|
|
Cumulative amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges
|
|
$
|
15,641
|
|
|
$
|
8,242
|
|
|
$
|
6,205
|
|
|
$
|
7,198
|
|
|
$
|
37,286
|
|
Restructuring reversals
|
|
(2,407
|
)
|
|
(1,444
|
)
|
|
(930
|
)
|
|
(281
|
)
|
|
(5,062
|
)
|
Payments
|
|
(13,234
|
)
|
|
(6,798
|
)
|
|
(5,195
|
)
|
|
(2,816
|
)
|
|
(28,043
|
)
|
Balance, December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
4,101
|
|
|
$
|
4,181
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The components of our restructuring accruals, by segment, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee severance benefits
|
|
Operating lease obligations
|
|
|
(in thousands)
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
(1)
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Total
|
Balance, December 31, 2013
|
|
$
|
1,624
|
|
|
$
|
1,991
|
|
|
$
|
365
|
|
|
$
|
1,508
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,638
|
|
Restructuring charges
|
|
3,566
|
|
|
2,897
|
|
|
36
|
|
|
1,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,411
|
|
Restructuring reversals
|
|
(858
|
)
|
|
(306
|
)
|
|
(37
|
)
|
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,513
|
)
|
Payments
|
|
(2,920
|
)
|
|
(2,734
|
)
|
|
(364
|
)
|
|
(2,124
|
)
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
|
(8,260
|
)
|
Balance, December 31, 2014
|
|
1,412
|
|
|
1,848
|
|
|
—
|
|
|
984
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
4,276
|
|
Restructuring charges
|
|
2,254
|
|
|
1,451
|
|
|
—
|
|
|
2,186
|
|
|
285
|
|
|
53
|
|
|
—
|
|
|
6,229
|
|
Restructuring reversals
|
|
(684
|
)
|
|
(235
|
)
|
|
—
|
|
|
(278
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,197
|
)
|
Inter-segment transfer
|
|
41
|
|
|
(14
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Payments
|
|
(2,000
|
)
|
|
(2,166
|
)
|
|
—
|
|
|
(1,006
|
)
|
|
(261
|
)
|
|
(11
|
)
|
|
—
|
|
|
(5,444
|
)
|
Balance, December 31, 2015
|
|
1,023
|
|
|
884
|
|
|
—
|
|
|
1,859
|
|
|
56
|
|
|
42
|
|
|
—
|
|
|
3,864
|
|
Restructuring charges
|
|
2,634
|
|
|
1,937
|
|
|
143
|
|
|
2,503
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
7,276
|
|
Restructuring reversals
|
|
(369
|
)
|
|
(64
|
)
|
|
(2
|
)
|
|
(429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(864
|
)
|
Payments
|
|
(2,105
|
)
|
|
(1,416
|
)
|
|
(134
|
)
|
|
(2,283
|
)
|
|
(115
|
)
|
|
(42
|
)
|
|
—
|
|
|
(6,095
|
)
|
Balance, December 31, 2016
|
|
$
|
1,183
|
|
|
$
|
1,341
|
|
|
$
|
7
|
|
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,181
|
|
Cumulative amounts
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges
|
|
$
|
13,331
|
|
|
$
|
10,173
|
|
|
$
|
728
|
|
|
$
|
12,045
|
|
|
$
|
786
|
|
|
$
|
53
|
|
|
$
|
170
|
|
|
$
|
37,286
|
|
Restructuring reversals
|
|
(2,352
|
)
|
|
(874
|
)
|
|
(61
|
)
|
|
(1,618
|
)
|
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
(5,062
|
)
|
Inter-segment transfer
|
|
41
|
|
|
(14
|
)
|
|
(25
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Payments
|
|
(9,837
|
)
|
|
(7,944
|
)
|
|
(635
|
)
|
|
(8,775
|
)
|
|
(629
|
)
|
|
(53
|
)
|
|
(170
|
)
|
|
(28,043
|
)
|
Balance, December 31, 2016
|
|
$
|
1,183
|
|
|
$
|
1,341
|
|
|
$
|
7
|
|
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,181
|
|
(1)
As discussed in Note 16, corporate costs are allocated to our business segments. As such, the net corporate restructuring charges are reflected in the business segment operating income presented in Note 16 in accordance with our allocation methodology.
(2)
Includes accruals related to our cost reduction initiatives for 2012 through 2016.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Note 9: Income tax provision
Income before income taxes was comprised of the following for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
United States
|
|
$
|
325,396
|
|
|
$
|
312,157
|
|
|
$
|
279,326
|
|
Foreign
|
|
14,990
|
|
|
15,790
|
|
|
17,855
|
|
Income before income taxes
|
|
$
|
340,386
|
|
|
$
|
327,947
|
|
|
$
|
297,181
|
|
The components of the income tax provision were as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Current tax provision:
|
|
|
|
|
|
|
Federal
|
|
$
|
93,261
|
|
|
$
|
98,000
|
|
|
$
|
91,630
|
|
State
|
|
12,006
|
|
|
10,632
|
|
|
8,674
|
|
Foreign
|
|
3,851
|
|
|
3,942
|
|
|
4,496
|
|
Total current tax provision
|
|
109,118
|
|
|
112,574
|
|
|
104,800
|
|
Deferred tax provision:
|
|
|
|
|
|
|
Federal
|
|
1,752
|
|
|
(3,591
|
)
|
|
(6,165
|
)
|
State
|
|
462
|
|
|
354
|
|
|
(1,491
|
)
|
Foreign
|
|
(328
|
)
|
|
(19
|
)
|
|
243
|
|
Total deferred tax provision
|
|
1,886
|
|
|
(3,256
|
)
|
|
(7,413
|
)
|
Income tax provision
|
|
$
|
111,004
|
|
|
$
|
109,318
|
|
|
$
|
97,387
|
|
The effective tax rate on pre-tax income reconciles to the U.S. federal statutory tax rate of 35% for the years ended December 31 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
Income tax at federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax expense, net of federal income tax benefit
|
|
2.4
|
%
|
|
2.3
|
%
|
|
2.3
|
%
|
Qualified production activities deduction
|
|
(2.8
|
%)
|
|
(2.9
|
%)
|
|
(2.8
|
%)
|
Adoption of ASU No. 2016-09 (Note 1)
|
|
(1.2
|
%)
|
|
—
|
|
|
—
|
|
Other
|
|
(0.8
|
%)
|
|
(1.1
|
%)
|
|
(1.7
|
%)
|
Effective tax rate
|
|
32.6
|
%
|
|
33.3
|
%
|
|
32.8
|
%
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding accrued interest and penalties and the federal benefit of deductible state income tax, is as follows:
|
|
|
|
|
|
(in thousands)
|
|
Unrecognized tax benefits
|
Balance, December 31, 2013
|
|
$
|
6,005
|
|
Additions for tax positions of current year
|
|
487
|
|
Additions for tax positions of prior years
|
|
500
|
|
Fair value of acquired tax positions
|
|
65
|
|
Reductions for tax positions of prior years
|
|
(902
|
)
|
Lapse of statutes of limitations
|
|
(214
|
)
|
Adoption of ASU No. 2013-11
(1)
|
|
(669
|
)
|
Balance, December 31, 2014
|
|
5,272
|
|
Additions for tax positions of current year
|
|
625
|
|
Additions for tax positions of prior years
|
|
802
|
|
Reductions for tax positions of prior years
|
|
(225
|
)
|
Settlements
|
|
(541
|
)
|
Lapse of statutes of limitations
|
|
(190
|
)
|
Balance, December 31, 2015
|
|
5,743
|
|
Additions for tax positions of current year
|
|
521
|
|
Additions for tax positions of prior years
|
|
1,428
|
|
Reductions for tax positions of prior years
|
|
(177
|
)
|
Lapse of statutes of limitations
|
|
(142
|
)
|
Balance, December 31, 2016
|
|
$
|
7,373
|
|
(1)
On January 1, 2014, we adopted ASU No. 2013-11,
Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
. Adoption of this standard resulted in an increase in non-current deferred income tax liabilities and a corresponding decrease in other non-current liabilities.
If the unrecognized tax benefits as of
December 31, 2016
were recognized in our consolidated financial statements, income tax expense would decrease
$7,373
. Accruals for interest and penalties, excluding the tax benefits of deductible interest, were
$1,330
as of
December 31, 2016
and
$1,151
as of
December 31, 2015
. Our income tax provision included expense for interest and penalties of
$179
in 2016,
$177
in 2015 and
$7
in 2014. Within the next 12 months, it is reasonably possible that our unrecognized tax benefits will change in the range of a decrease of
$4,100
to an increase of
$1,300
as we attempt to resolve certain federal and state tax matters or as federal and state statutes of limitations expire. Due to the nature of the underlying liabilities and the extended time frame often needed to resolve income tax uncertainties, we cannot provide reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities.
The statute of limitations for federal tax assessments for 2012 and prior years has expired. The audit of our 2013 federal income tax return by the Internal Revenue Service (IRS) was previously completed, and the audit of our 2014 and 2015 returns was completed in February 2017. Our 2016 return, when filed, will be subject to IRS examination. In general, income tax returns for the years 2012 through 2016 remain subject to examination by foreign, state and city tax jurisdictions.
In the event that we have determined not to file income tax returns with a particular state or city, all years remain subject to examination by the tax jurisdiction.
The ultimate outcome of tax matters may differ from our estimates and assumptions. Unfavorable settlement of any particular issue would require the use of cash and could result in increased income tax expense. Favorable resolution would result in reduced income tax expense.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Tax-effected temporary differences that gave rise to deferred tax assets and liabilities as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
(in thousands)
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
Goodwill
|
|
$
|
—
|
|
|
$
|
66,905
|
|
|
$
|
—
|
|
|
$
|
60,506
|
|
Intangible assets
|
|
—
|
|
|
30,983
|
|
|
—
|
|
|
37,842
|
|
Prepaid assets
|
|
—
|
|
|
4,692
|
|
|
—
|
|
|
4,285
|
|
Deferred advertising costs
|
|
—
|
|
|
3,461
|
|
|
—
|
|
|
3,786
|
|
Early extinguishment of debt
|
|
—
|
|
|
1,563
|
|
|
—
|
|
|
2,342
|
|
Employee benefit plans
|
|
9,677
|
|
|
—
|
|
|
14,279
|
|
|
—
|
|
Reserves and accruals
|
|
7,964
|
|
|
—
|
|
|
8,305
|
|
|
—
|
|
Net operating loss and capital loss carryforwards
|
|
5,152
|
|
|
—
|
|
|
5,793
|
|
|
—
|
|
Inventories
|
|
3,151
|
|
|
—
|
|
|
3,100
|
|
|
—
|
|
Federal benefit of state uncertain tax positions
|
|
2,677
|
|
|
—
|
|
|
2,201
|
|
|
—
|
|
All other
|
|
3,916
|
|
|
5,955
|
|
|
3,184
|
|
|
5,143
|
|
Total deferred taxes
|
|
32,537
|
|
|
113,559
|
|
|
36,862
|
|
|
113,904
|
|
Valuation allowances
|
|
(2,545
|
)
|
|
—
|
|
|
(2,796
|
)
|
|
—
|
|
Net deferred taxes
|
|
$
|
29,992
|
|
|
$
|
113,559
|
|
|
$
|
34,066
|
|
|
$
|
113,904
|
|
The valuation allowances as of
December 31, 2016
and
December 31, 2015
related primarily to capital loss carryforwards in Canada and net operating loss carryforwards in various state jurisdictions that we do not currently expect to fully realize. The provision for income taxes included benefits of
$302
for 2016 and
$37
for 2014 and charges of
$140
for 2015 related to changes in the valuation allowances. The remainder of the change in the valuation allowances was attributable to foreign currency translation.
As of
December 31, 2016
, undistributed earnings of our Canadian subsidiary companies totaled approximately
$101,000
. We intend to indefinitely reinvest these undistributed earnings outside of the U.S. and, therefore, no U.S. deferred income taxes have been recognized on these earnings. We would only repatriate these earnings if it were tax efficient to do so. If all or a portion of these earnings were to be distributed by dividend or loan, or upon sale of Canadian subsidiary company stock to a third party, our related U.S. income tax liability may be reduced by Canadian income taxes paid on those earnings. Our ability to reduce the related U.S. income tax liability using foreign tax credits is hampered by a tax attribute acquired with New England Business Service, Inc. in 2004. Determination of the amount of the unrecognized U.S. deferred income tax liability related to book-tax basis differences, primarily these undistributed foreign earnings, is not practical as the assumed timing of any distribution impacts the amount of the liability. As of
December 31, 2016
, the amount of cash and cash equivalents held by our Canadian subsidiaries was
$66,597
.
As of
December 31, 2016
, we had the following net operating loss and capital loss carryforwards:
|
|
•
|
State net operating loss carryforwards of
$63,723
, which expire at various dates up to 2036;
|
|
|
•
|
Capital loss carryforwards of
$4,787
in Canada which do not expire;
|
|
|
•
|
Federal net operating loss carryforwards of
$2,221
, which expire at various dates between 2025 and 2029; and
|
|
|
•
|
Net operating loss carryforwards of
$3,549
in Ireland which do not expire.
|
Note 10: Share-based compensation plans
Our employee share-based compensation plans consist of our employee stock purchase plan and our long-term incentive plan. Effective May 2, 2012, our shareholders approved the Deluxe Corporation 2012 Long-Term Incentive Plan, simultaneously terminating our previous plan. Under this plan,
5,000
shares of common stock plus any shares released as a result of the forfeiture or termination of awards issued under our prior plans are reserved for issuance, with
1,880
shares remaining available for issuance as of
December 31, 2016
. Full value awards such as restricted stock, restricted stock units and share-based performance awards reduce the number of shares available for issuance by a factor of
2.23
, or if such an award were forfeited or terminated without delivery of the shares, the number of shares that again become eligible for issuance would be multiplied by a factor of
2.23
. During the past three years, we had non-qualified stock options, restricted stock units and restricted share awards outstanding under our current and previous plans. Additionally, we began granting performance share awards during 2014. See the employee share-based compensation policy in Note 1 for our policies regarding the recognition of compensation expense for employee share-based awards.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The following amounts were recognized in our consolidated statements of income for share-based compensation awards for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Stock options
|
|
$
|
3,401
|
|
|
$
|
3,964
|
|
|
$
|
4,305
|
|
Restricted shares and restricted stock units
|
|
5,786
|
|
|
5,407
|
|
|
4,111
|
|
Performance share awards
|
|
2,806
|
|
|
2,115
|
|
|
966
|
|
Employee stock purchase plan
|
|
466
|
|
|
408
|
|
|
394
|
|
Total share-based compensation expense
|
|
$
|
12,459
|
|
|
$
|
11,894
|
|
|
$
|
9,776
|
|
Income tax benefit
|
|
$
|
(4,063
|
)
|
|
$
|
(3,965
|
)
|
|
$
|
(3,204
|
)
|
As of
December 31, 2016
, the total compensation expense for unvested awards not yet recognized in our consolidated statements of income was
$12,336
, net of the effect of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of
1.7
years.
Non-qualified stock options
–
All options allow for the purchase of shares of common stock at prices equal to the stock's market value at the date of grant. Options become exercisable beginning
1
year after the grant date, with one-third vesting each year over
3
years. Options may be exercised up to
7
years following the date of grant. Beginning
1
year after the grant date, in the case of qualified retirement, death or disability, options vest immediately and the period over which the options can be exercised is shortened. Beginning
1
year after the grant date, in the case of involuntary termination without cause, a pro-rata portion of the options vest immediately and the period over which the options can be exercised is shortened. For options granted prior to 2013, in the case of involuntary termination without cause, all options vest immediately and the period over which the options can be exercised is shortened. Employees forfeit unvested options when they voluntarily terminate their employment with the company, and they have up to
3
months to exercise vested options before they are canceled. In the case of involuntary termination with cause, the entire unexercised portion of the award is canceled. All options may vest immediately upon a change of control, as defined in the award agreement. The following weighted-average assumptions were used in the Black-Scholes option pricing model in determining the fair value of stock options granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
|
1.1
|
%
|
|
1.3
|
%
|
|
1.2
|
%
|
Dividend yield
|
|
2.2
|
%
|
|
1.8
|
%
|
|
2.0
|
%
|
Expected volatility
|
|
25.5
|
%
|
|
31.7
|
%
|
|
36.1
|
%
|
Weighted-average option life (in years)
|
|
4.0
|
|
|
4.0
|
|
|
4.3
|
|
The risk-free interest rate for periods within the expected option life is based on the U.S. Treasury yield curve in effect at the grant date. The dividend yield is estimated over the expected life of the option based on historical dividends paid. Expected volatility is based on the historical volatility of our stock over the most recent historical period equivalent to the expected life of the option. The expected life is the average length of time over which we expect the employee groups will exercise their options, based on historical experience with similar grants.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Each option is convertible into
1
share of common stock upon exercise. Information regarding options issued under the current and all previous plans was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of options
(in thousands)
|
|
Weighted-average exercise price per option
|
|
Aggregate intrinsic value
|
|
Weighted-average remaining contractual term
(in years)
|
Outstanding, December 31, 2013
|
|
1,640
|
|
|
$
|
27.22
|
|
|
|
|
|
Granted
|
|
290
|
|
|
50.48
|
|
|
|
|
|
Exercised
|
|
(552
|
)
|
|
23.81
|
|
|
|
|
|
Forfeited or expired
|
|
(66
|
)
|
|
37.53
|
|
|
|
|
|
Outstanding, December 31, 2014
|
|
1,312
|
|
|
33.28
|
|
|
|
|
|
Granted
|
|
268
|
|
|
67.02
|
|
|
|
|
|
Exercised
|
|
(186
|
)
|
|
27.36
|
|
|
|
|
|
Forfeited or expired
|
|
(40
|
)
|
|
55.13
|
|
|
|
|
|
Outstanding, December 31, 2015
|
|
1,354
|
|
|
40.11
|
|
|
|
|
|
Granted
|
|
458
|
|
|
54.44
|
|
|
|
|
|
Exercised
|
|
(476
|
)
|
|
30.80
|
|
|
|
|
|
Forfeited or expired
|
|
(85
|
)
|
|
58.06
|
|
|
|
|
|
Outstanding, December 31, 2016
|
|
1,251
|
|
|
47.68
|
|
|
$
|
29,934
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2014
|
|
645
|
|
|
$
|
25.76
|
|
|
|
|
|
Exercisable at December 31, 2015
|
|
820
|
|
|
29.99
|
|
|
|
|
|
Exercisable at December 31, 2016
|
|
624
|
|
|
38.50
|
|
|
$
|
20,672
|
|
|
3.0
|
The weighted-average grant-date fair value of options granted was
$9.16
per option for
2016
,
$14.97
per option for
2015
and
$12.97
per option for
2014
. The intrinsic value of a stock award is the amount by which the fair value of the underlying stock exceeds the exercise price of the award. The total intrinsic value of options exercised was
$16,043
for
2016
,
$6,882
for
2015
and
$17,074
for
2014
.
Restricted stock units
–
Certain management employees have the option to receive a portion of their bonus payment in the form of restricted stock units. When employees elect this payment method, we provide an additional matching amount of restricted stock units equal to
50%
of the restricted stock units earned under the bonus plan. These awards vest
2
years from the date of grant. In the case of approved retirement, death, disability or change of control, the units vest immediately. In the case of involuntary termination without cause or voluntary termination, employees receive a cash payment for the units earned under the bonus plan, but forfeit the company-provided matching amount.
In addition to awards granted to employees, non-employee members of our board of directors can elect to receive all or a portion of their fees in the form of restricted stock units. Directors are issued shares in exchange for the units upon the earlier of the tenth anniversary of February 1
st
of the year following the year in which the non-employee director ceases to serve on the board or such other objectively determinable date pre-elected by the director.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Each restricted stock unit is convertible into
1
share of common stock upon completion of the vesting period. Information regarding our restricted stock units was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units
(in thousands)
|
|
Weighted-average grant date fair value per unit
|
|
Weighted-average remaining contractual term
(in years)
|
Outstanding at December 31, 2013
|
|
150
|
|
|
$
|
27.11
|
|
|
|
Granted
|
|
30
|
|
|
53.64
|
|
|
|
Vested
|
|
(13
|
)
|
|
23.42
|
|
|
|
Forfeited
|
|
(1
|
)
|
|
34.08
|
|
|
|
Outstanding at December 31, 2014
|
|
166
|
|
|
30.51
|
|
|
|
Granted
|
|
34
|
|
|
63.28
|
|
|
|
Vested
|
|
(30
|
)
|
|
25.05
|
|
|
|
Forfeited
|
|
(3
|
)
|
|
58.04
|
|
|
|
Outstanding at December 31, 2015
|
|
167
|
|
|
34.74
|
|
|
|
Granted
|
|
38
|
|
|
55.39
|
|
|
|
Vested
|
|
(46
|
)
|
|
40.15
|
|
|
|
Forfeited
|
|
(20
|
)
|
|
58.69
|
|
|
|
Outstanding at December 31, 2016
|
|
139
|
|
|
37.99
|
|
|
4.2
|
Of the awards outstanding as of
December 31, 2016
,
24
restricted stock units with a value of
$1,695
were included in accrued liabilities and other non-current liabilities in our consolidated balance sheet. As of
December 31, 2016
, these units had a fair value of
$71.61
per unit and a weighted-average remaining contractual term of
8
months.
The total fair value of restricted stock units that vested was
$2,805
for
2016
,
$1,970
for
2015
and
$654
for
2014
. We made cash payments of
$140
during
2016
,
$120
during
2015
and
$25
during
2014
to settle share-based liabilities.
Restricted shares
–
Our restricted share awards have a set vesting period at which time the restrictions on the shares lapse. The vesting period on these awards currently ranges from
1
year to
3
years. The restrictions lapse immediately in the case of qualified retirement, death or disability. In the case of involuntary termination without cause or a change of control, restrictions on a pro-rata portion of the shares lapse based on how much of the vesting period has passed. In the case of voluntary termination of employment or termination with cause, the unvested restricted shares are forfeited.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Information regarding unvested restricted shares was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
(in thousands)
|
|
Weighted-average grant date fair value per share
|
|
Weighted-average remaining contractual term
(in years)
|
Unvested at December 31, 2013
|
|
21
|
|
|
$
|
35.24
|
|
|
|
Granted
|
|
121
|
|
|
51.08
|
|
|
|
Vested
|
|
(11
|
)
|
|
37.06
|
|
|
|
Forfeited
|
|
(11
|
)
|
|
48.14
|
|
|
|
Unvested at December 31, 2014
|
|
120
|
|
|
49.96
|
|
|
|
Granted
|
|
72
|
|
|
66.99
|
|
|
|
Vested
|
|
(14
|
)
|
|
50.72
|
|
|
|
Forfeited
|
|
(8
|
)
|
|
58.58
|
|
|
|
Unvested at December 31, 2015
|
|
170
|
|
|
56.35
|
|
|
|
Granted
|
|
97
|
|
|
56.22
|
|
|
|
Vested
|
|
(22
|
)
|
|
56.63
|
|
|
|
Forfeited
|
|
(25
|
)
|
|
56.86
|
|
|
|
Unvested at December 31, 2016
|
|
220
|
|
|
56.43
|
|
|
1.1
|
The total fair value of restricted shares that vested was
$1,398
for
2016
,
$925
for
2015
and
$624
for
2014
.
Performance share awards
–
Our performance share awards have a
3
-year vesting period and shares will be issued at the end of the vesting period if performance targets relating to revenue and total shareholder return are achieved. If employment is terminated for any reason prior to the
1
-year anniversary of the commencement of the performance period, the award is forfeited. On or after the
1
-year anniversary of the commencement of the performance period, a pro-rata portion of the shares awarded at the end of the performance period would be issued in the case of qualified retirement, death, disability, involuntary termination without cause or resignation for good reason, as defined in the agreement. The following weighted-average assumptions were used in the Monte Carlo simulation model in determining the fair value of market-based performance shares granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
|
0.9
|
%
|
|
1.0
|
%
|
|
0.7
|
%
|
Dividend yield
|
|
2.3
|
%
|
|
1.9
|
%
|
|
2.4
|
%
|
Expected volatility
|
|
22.7
|
%
|
|
22.7
|
%
|
|
30.5
|
%
|
The risk-free interest rate for periods within the expected award life is based on the U.S. Treasury yield curve in effect at the grant date. The dividend yield is estimated over the expected life of the award based on historical dividends paid. Expected volatility is based on the historical volatility of our stock.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The performance share information presented in the table below represents the target amount of awards granted. The actual number of shares awarded upon vesting may be higher or lower depending upon our execution relative to the performance targets as of the end of the performance period.
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance shares
(in thousands)
|
|
Weighted-average grant date fair value per share
|
|
Weighted-average remaining contractual term
(in years)
|
Unvested at December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
|
74
|
|
|
50.14
|
|
|
|
Forfeited
|
|
(5
|
)
|
|
50.14
|
|
|
|
Unvested at December 31, 2014
|
|
69
|
|
|
50.14
|
|
|
|
Granted
|
|
62
|
|
|
67.09
|
|
|
|
Forfeited
|
|
(9
|
)
|
|
58.28
|
|
|
|
Unvested at December 31, 2015
|
|
122
|
|
|
58.13
|
|
|
|
Granted
|
|
153
|
|
|
52.75
|
|
|
|
Forfeited
|
|
(39
|
)
|
|
55.04
|
|
|
|
Unvested at December 31, 2016
|
|
236
|
|
|
55.15
|
|
|
1.5
|
Employee stock purchase plan
–
During
2016
,
48
shares were issued under this plan at prices of
$47.52
and
$57.45
. During
2015
,
43
shares were issued under this plan at prices of
$55.19
and
$54.77
. During
2014
,
44
shares were issued under this plan at prices of
$41.27
and
$46.76
.
Note 11: Employee benefit plans
Profit sharing/401(k) plan –
We maintain a profit sharing/401(k) plan to provide retirement benefits for certain employees. The plan covers a majority of our full-time employees, as well as some part-time employees. Employees are eligible to participate in the plan on the first day of the quarter following their first full year of service.
Profit sharing contributions are made solely by Deluxe and are remitted to the plan's trustee. These contributions vary based on the company's performance. 401(k) contributions are made by both employees and Deluxe. Employees under the age of 50 could contribute up to the lesser of
$18
or
50%
of eligible wages during
2016
. Employees 50 years of age or older could make contributions of up to
$24
during
2016
. For the majority of employees, we match
100%
of the first
1%
of wages contributed by employees and
50%
of the next
5%
of wages contributed, beginning on the first day of the quarter following an employee's first full year of service. All employee and employer contributions are remitted to the plan's trustee. Benefits provided by the plan are paid from accumulated funds of the trust.
Employees are provided a broad range of investment options to choose from when investing their profit sharing/401(k) plan funds. Investing in our common stock is not one of these options, although funds selected by employees may at times hold our common stock.
Cash bonus programs
–
We provide short-term cash bonus programs under which employees may receive cash bonus payments based on our performance for a given fiscal year. Payments earned are paid directly to employees shortly after the end of the year. Previously, we also provided a long-term cash bonus program where employees received payments based on specified performance criteria over a
3
-year period. We stopped using the long-term cash bonus program in 2014 when it was replaced with the performance share awards discussed in Note 10. Payments earned under the long-term program were paid directly to employees shortly after the end of each 3-year period, with the last payment occurring during 2016.
Expense recognized in the consolidated statements of income for these plans was as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Performance-based compensation plans
(1)
|
|
$
|
19,730
|
|
|
$
|
27,456
|
|
|
$
|
29,629
|
|
401(k) expense
|
|
8,309
|
|
|
7,628
|
|
|
7,209
|
|
(1)
Includes expense for profit sharing contributions, as they vary based on our performance. Excludes expense for stock-based compensation, which is discussed in Note 10.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Deferred compensation plan –
We have a non-qualified deferred compensation plan that allows eligible employees to defer a portion of their compensation. Participants can elect to defer up to
100%
of their base salary plus up to
50%
of their bonus for the year. The compensation deferred under this plan is credited with earnings or losses measured by the mirrored rate of return on phantom investments elected by plan participants, which are similar to the investments available for funds invested under our profit sharing/401(k) plan. Each participant is fully vested in all deferred compensation and earnings. A participant may elect to receive deferred amounts in a lump-sum payment or in monthly installments upon termination of employment or disability. Our total liability under this plan was
$3,669
as of
December 31, 2016
and
$3,126
as of
December 31, 2015
. These amounts are reflected in accrued liabilities and other non-current liabilities in the consolidated balance sheets. We hold investments in an irrevocable rabbi trust for our deferred compensation plan. These assets consist of investments in company-owned life insurance policies, which are included in long-term investments in the consolidated balance sheets, and totaled
$11,270
as of
December 31, 2016
and
$13,397
as of
December 31, 2015
.
Note 12: Postretirement benefits
We have historically provided certain health care benefits for a large number of retired U.S. employees. Employees hired prior to January 1, 2002 become eligible for benefits if they attain the appropriate years of service and age prior to retirement. Employees hired on January 1, 2002 or later are not eligible to participate in our retiree health care plan. In addition to our retiree health care plan, we also have a supplemental executive retirement plan (SERP) in the United States. The SERP is no longer an active plan. It is not adding new participants and all of the current participants are retired. The SERP has no plan assets, but our obligation is fully funded by investments in company-owned life insurance policies.
Obligations and funded status
– The following tables summarize the change in benefit obligation, plan assets and funded status during
2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Postretirement benefit plan
|
|
Pension plan
|
Change in benefit obligation:
|
|
|
|
|
Benefit obligation, December 31, 2014
|
|
$
|
100,432
|
|
|
$
|
3,864
|
|
Interest cost
|
|
3,309
|
|
|
128
|
|
Net actuarial loss (gain)
|
|
5,258
|
|
|
(130
|
)
|
Benefits paid from plan assets and company funds
|
|
(10,122
|
)
|
|
(324
|
)
|
Pharmacy rebates and Medicare Part D reimbursements
|
|
2,007
|
|
|
—
|
|
Benefit obligation, December 31, 2015
|
|
100,884
|
|
|
3,538
|
|
Interest cost
|
|
3,012
|
|
|
106
|
|
Net actuarial (gain) loss
|
|
(2,184
|
)
|
|
127
|
|
Benefits paid from plan assets and company funds
|
|
(7,524
|
)
|
|
(324
|
)
|
Benefit obligation, December 31, 2016
|
|
$
|
94,188
|
|
|
$
|
3,447
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
Fair value of plan assets, December 31, 2014
|
|
$
|
124,675
|
|
|
$
|
—
|
|
Return on plan assets
|
|
391
|
|
|
—
|
|
Benefits paid
|
|
(7,932
|
)
|
|
—
|
|
Fair value of plan assets, December 31, 2015
|
|
117,134
|
|
|
—
|
|
Return on plan assets
|
|
7,717
|
|
|
—
|
|
Benefits paid
|
|
(6,723
|
)
|
|
—
|
|
Fair value of plan assets, December 31, 2016
|
|
$
|
118,128
|
|
|
$
|
—
|
|
|
|
|
|
|
Funded status, December 31, 2015
|
|
$
|
16,250
|
|
|
$
|
(3,538
|
)
|
Funded status, December 31, 2016
|
|
$
|
23,940
|
|
|
$
|
(3,447
|
)
|
As of December 31,
2016
and
2015
, the accumulated benefit obligation for the SERP equaled its projected benefit obligation.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
The funded status of our plans was recognized in the consolidated balance sheets as of December 31 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
(in thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Other non-current assets
|
|
$
|
23,940
|
|
|
$
|
16,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
324
|
|
|
324
|
|
Other non-current liabilities
|
|
—
|
|
|
—
|
|
|
3,123
|
|
|
3,214
|
|
Amounts included in accumulated other comprehensive loss as of December 31 that have not been recognized as components of postretirement benefit income were as follows:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
Unrecognized prior service credit
|
|
$
|
17,021
|
|
|
$
|
18,442
|
|
Unrecognized net actuarial loss
|
|
(68,288
|
)
|
|
(74,524
|
)
|
Tax effect
|
|
15,583
|
|
|
17,260
|
|
Amount recognized in accumulated other comprehensive loss, net of tax
|
|
$
|
(35,684
|
)
|
|
$
|
(38,822
|
)
|
The unrecognized prior service credit relates to our postretirement benefit plan and is a result of previous plan amendments that reduced the accumulated postretirement benefit obligation. A reduction is first used to reduce any existing unrecognized prior service cost, then to reduce any remaining unrecognized transition obligation. The excess is the unrecognized prior service credit. The prior service credit is being amortized on the straight-line basis over a weighted-average period of
21 years
. The amortization period for the prior service credit is the average remaining life expectancy of plan participants at the time of the plan amendment.
The unrecognized net actuarial loss resulted from experience different from that assumed and from changes in assumptions. Unrecognized actuarial gains and losses for our postretirement benefit plan are being amortized over the average remaining life expectancy of inactive plan participants, as a large percentage of the plan participants are classified as inactive. This amortization period is currently
15.5 years
.
Amounts included in accumulated other comprehensive loss as of
December 31, 2016
that we expect to recognize in postretirement benefit income during 2017 are as follows:
|
|
|
|
|
|
(in thousands)
|
|
Amounts expected to be recognized
|
Prior service credit
|
|
$
|
(1,421
|
)
|
Net actuarial loss
|
|
3,637
|
|
Total
|
|
$
|
2,216
|
|
Postretirement benefit income
– Postretirement benefit income for the years ended December 31 consisted of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Interest cost
|
|
$
|
3,118
|
|
|
$
|
3,437
|
|
|
$
|
4,553
|
|
Expected return on plan assets
|
|
(7,335
|
)
|
|
(7,833
|
)
|
|
(8,734
|
)
|
Amortization of prior service credit
|
|
(1,421
|
)
|
|
(1,421
|
)
|
|
(1,421
|
)
|
Amortization of net actuarial losses
|
|
3,797
|
|
|
3,120
|
|
|
3,418
|
|
Net periodic benefit income
|
|
$
|
(1,841
|
)
|
|
$
|
(2,697
|
)
|
|
$
|
(2,184
|
)
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Actuarial assumptions
– In measuring benefit obligations as of December 31, the following discount rate assumptions were used:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Discount rate
|
|
3.81
|
%
|
|
4.02
|
%
|
|
3.66
|
%
|
|
3.88
|
%
|
In measuring net periodic benefit income for the years ended December 31, the following assumptions were used:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
Discount rate
|
|
4.02
|
%
|
|
3.45
|
%
|
|
4.25
|
%
|
|
3.88
|
%
|
|
3.45
|
%
|
|
4.25
|
%
|
Expected return on plan assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.75
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
The discount rate assumption is based on the rates of return on high-quality, fixed-income instruments currently available whose cash flows approximate the timing and amount of expected benefit payments. Effective December 31, 2015, we changed the method we use to determine the discount rate used in calculating the interest component of net periodic benefit income. Instead of using a single weighted-average discount rate, we elected to utilize a full yield curve approach by applying separate discount rates to each future projected benefit payment based on time until payment. We made this change to provide a more precise measurement of interest costs by improving the correlation between projected cash flows and the corresponding yield curve rates. This change does not affect the measurement of our total benefit obligation, but did reduce the interest component of net periodic benefit income
$881
in 2016. This is a change in accounting estimate, and accordingly, we accounted for it on a prospective basis. In determining the discount rate used in measuring net periodic benefit income, we utilized the Aon Hewitt AA Above Median Curve to discount each cash flow stream at an interest rate specifically applicable to the timing of each respective cash flow. In 2015 and 2014, the present value of each cash flow stream was aggregated and used to impute a weighted-average discount rate.
In determining the expected long-term rate of return on plan assets, we utilize our historical returns and then adjust these returns for estimated inflation and projected market returns. Our inflation assumption is primarily based on analysis of historical inflation data.
In measuring benefit obligations as of December 31 for our postretirement benefit plan, the following assumptions for health care cost trend rates were used:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
Participants under age 65
|
|
Participants age 65 and older
|
|
Participants under age 65
|
|
Participants age 65 and older
|
|
Participants under age 65
|
|
Participants age 65 and older
|
Health care cost trend rate assumed for next year
|
|
7.50
|
%
|
|
8.75
|
%
|
|
7.25
|
%
|
|
6.75
|
%
|
|
7.50
|
%
|
|
7.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
4.50
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2025
|
|
|
2025
|
|
|
2026
|
|
|
2024
|
|
|
2021
|
|
|
2020
|
|
Assumed health care cost trend rates have an effect on the amounts reported for health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
One percentage point increase
|
|
One percentage point decrease
|
Effect on total of service and interest cost
|
|
$
|
61
|
|
|
$
|
(57
|
)
|
Effect on benefit obligation
|
|
1,507
|
|
|
(1,413
|
)
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Plan assets
– The allocation of plan assets by asset category as of December 31 was as follows:
|
|
|
|
|
|
|
|
|
|
Postretirement benefit plan
|
|
|
2016
|
|
2015
|
U.S. large capitalization equity securities
|
|
33
|
%
|
|
33
|
%
|
International equity securities
|
|
18
|
%
|
|
18
|
%
|
Mortgage-backed securities
|
|
16
|
%
|
|
17
|
%
|
U.S. corporate debt securities
|
|
13
|
%
|
|
15
|
%
|
Government debt securities
|
|
13
|
%
|
|
10
|
%
|
U.S. small and mid-capitalization equity securities
|
|
7
|
%
|
|
7
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Our postretirement benefit plan has assets that are intended to meet long-term obligations. In order to meet these obligations, we employ a total return investment approach that considers cash flow needs and balances long-term projected returns against expected asset risk, as measured using projected standard deviations. Risk tolerance is established through consideration of projected plan liabilities, the plan's funded status, projected liquidity needs and current corporate financial condition.
The target asset allocation percentages for our postretirement benefit plan are based on our liability and asset projections. The targeted allocation of plan assets is
33%
large capitalization equity securities,
42%
fixed income securities,
18%
international equity securities and
7%
small and mid-capitalization equity securities.
Information regarding fair value measurements of plan assets was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
|
|
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
|
Investments measured at net asset value
|
|
Fair value as of
December 31,
2016
|
(in thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
U.S. large capitalization equity securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,731
|
|
|
$
|
38,731
|
|
International equity securities
|
|
20,768
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
21,268
|
|
Mortgage-backed securities
|
|
—
|
|
|
15,542
|
|
|
—
|
|
|
3,245
|
|
|
18,787
|
|
U.S. corporate debt securities
|
|
—
|
|
|
14,753
|
|
|
—
|
|
|
802
|
|
|
15,555
|
|
Government debt securities
|
|
—
|
|
|
15,104
|
|
|
—
|
|
|
—
|
|
|
15,104
|
|
U.S. small and mid-capitalization equity securities
|
|
5,691
|
|
|
120
|
|
|
—
|
|
|
2,280
|
|
|
8,091
|
|
Other debt securities
|
|
—
|
|
|
592
|
|
|
—
|
|
|
—
|
|
|
592
|
|
Plan assets
|
|
$
|
26,459
|
|
|
$
|
46,611
|
|
|
$
|
—
|
|
|
$
|
45,058
|
|
|
$
|
118,128
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
|
|
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
|
Investments measured at net asset value
|
|
Fair value as of
December 31,
2015
|
(in thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
U.S. large capitalization equity securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,629
|
|
|
$
|
38,629
|
|
International equity securities
|
|
20,520
|
|
|
689
|
|
|
—
|
|
|
—
|
|
|
21,209
|
|
Mortgage-backed securities
|
|
—
|
|
|
15,716
|
|
|
—
|
|
|
4,441
|
|
|
20,157
|
|
U.S. corporate debt securities
|
|
—
|
|
|
16,285
|
|
|
—
|
|
|
689
|
|
|
16,974
|
|
Government debt securities
|
|
—
|
|
|
11,808
|
|
|
—
|
|
|
—
|
|
|
11,808
|
|
U.S. small and mid-capitalization equity securities
|
|
6,799
|
|
|
85
|
|
|
—
|
|
|
1,211
|
|
|
8,095
|
|
Other debt securities
|
|
149
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
262
|
|
Plan assets
|
|
$
|
27,468
|
|
|
$
|
44,696
|
|
|
$
|
—
|
|
|
$
|
44,970
|
|
|
$
|
117,134
|
|
Plan asset information for 2015 has been revised to reflect the adoption of ASU No. 2015-07,
Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent)
. In accordance with this guidance, investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts for these investments are presented to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
The fair value of Level 2 mortgage-backed securities is estimated using pricing models with inputs derived principally from observable market data. The fair value of our other Level 2 debt securities is typically estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flow calculations that maximize observable inputs, such as current yields for similar instruments adjusted for trades and other pertinent market information. Our policy is to recognize transfers between fair value levels as of the end of the reporting period in which the transfer occurred.
Cash flows
– We made no contributions to plan assets during the past three years.
We have fully funded the United States SERP obligation with investments in company-owned life insurance policies. The cash surrender value of these policies is included in long-term investments in the consolidated balance sheets and totaled
$6,362
as of
December 31, 2016
and
$7,573
as of
December 31, 2015
.
The following benefit payments are expected to be paid during the years indicated:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Postretirement benefit plan
|
Pension plan
|
2017
|
|
$
|
9,037
|
|
|
$
|
320
|
|
2018
|
|
9,379
|
|
|
320
|
|
2019
|
|
9,166
|
|
|
310
|
|
2020
|
|
8,696
|
|
|
310
|
|
2021
|
|
8,210
|
|
|
300
|
|
2022 - 2026
|
|
33,410
|
|
|
1,390
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Note 13: Debt and lease obligations
Debt outstanding was comprised of the following at December 31:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
6.0% senior notes due November 15, 2020
|
|
$
|
—
|
|
|
$
|
200,000
|
|
Amount outstanding under term loan facility
|
|
330,000
|
|
|
—
|
|
Amount drawn on revolving credit facility
|
|
428,000
|
|
|
434,000
|
|
Capital lease obligations
|
|
1,685
|
|
|
2,109
|
|
Long-term debt, principal amount
|
|
759,685
|
|
|
636,109
|
|
Cumulative change in fair value of hedged debt (Note 6)
|
|
—
|
|
|
(4,842
|
)
|
Less unamortized debt issuance costs
|
|
(927
|
)
|
|
(2,249
|
)
|
Less current portion of long-term debt
|
|
(35,952
|
)
|
|
(1,045
|
)
|
Long-term debt
|
|
722,806
|
|
|
627,973
|
|
|
|
|
|
|
Current portion of amount drawn under term loan facility
|
|
35,063
|
|
|
—
|
|
Current portion of capital lease obligations
|
|
889
|
|
|
1,045
|
|
Long-term debt due within one year, principal amount
|
|
35,952
|
|
|
1,045
|
|
Less unamortized debt issuance costs
|
|
(110
|
)
|
|
—
|
|
Long-term debt due within one year
|
|
35,842
|
|
|
1,045
|
|
Total debt
|
|
$
|
758,648
|
|
|
$
|
629,018
|
|
There are currently no limitations on the amount of dividends and share repurchases under the terms of our credit facility agreement. However, if our leverage ratio, defined as total debt less unrestricted cash to EBITDA, should exceed
2.75
to 1, there would be an annual limitation on the amount of dividends and share repurchases under the terms of this agreement.
Senior notes
– In November 2012, we issued
$200,000
of
6.0%
senior notes maturing on
November 15, 2020
. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. These notes were subsequently registered with the SEC via a registration statement that became effective on April 3, 2013. Proceeds from the offering, net of offering costs, were
$196,340
. These proceeds were used to retire our senior notes that were due in June 2015. In November 2016, we retired all of these notes, realizing a loss on early debt extinguishment of
$7,858
during 2016, consisting of a contractual call premium and the write-off of related debt issuance costs. This retirement was funded utilizing a new term loan facility established under our credit facility agreement. As discussed in Note 6, we previously entered into interest rate swaps to hedge these notes. The swaps were terminated in November 2016 at the time of the debt redemption. The cumulative decrease in the fair value of hedged debt as of the date of the termination of
$2,842
was recorded as interest expense in the 2016 consolidated statement of income.
In March 2011, we issued
$200,000
of
7.0%
senior notes that were scheduled to mature on
March 15, 2019
. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. These notes were subsequently registered with the SEC via a registration statement that became effective on January 10, 2012. Proceeds from the offering, net of offering costs, were
$196,195
. These proceeds were used to retire a portion of our senior, unsecured notes due in 2012. In March 2015, we retired all of these notes, realizing a loss on early debt extinguishment of
$8,917
during 2015, consisting of a contractual call premium and the write-off of related debt issuance costs. This retirement was funded utilizing our credit facility and a short-term bank loan that we have since repaid.
Credit facility
– As of
December 31, 2016
, we had a
$525,000
revolving credit facility that matures in February 2019. Our quarterly commitment fee ranges from
0.20%
to
0.40%
based on our leverage ratio. As of
December 31, 2016
,
$428,000
was drawn on our revolving credit facility at a weighted-average interest rate of
2.22%
. As of
December 31, 2015
,
$434,000
was drawn on our revolving credit facility at a weighted-average interest rate of
1.89%
.
During the third and fourth quarters of 2016, we amended the credit agreement governing our credit facility to include a new variable rate term loan facility in the aggregate amount of
$330,000
. We borrowed the full amount during the fourth quarter, using the proceeds to retire our senior notes due in 2020 and to partially fund the acquisition of FMCG Direct in December 2016 (Note 5). The term loan facility matures in February 2019 and requires periodic principal payments throughout the term of the loan. Interest is paid weekly and we may prepay the term loan facility in full or in part at our discretion. Amounts repaid may not be reborrowed. As of
December 31, 2016
,
$330,000
was outstanding under the term loan facility at a weighted-average interest rate of
2.27%
.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Borrowings under the credit facility agreement are collateralized by substantially all of our personal and intangible property. The credit agreement governing our credit facility contains customary covenants regarding limits on levels of subsidiary indebtedness and capital expenditures, liens, investments, acquisitions, certain mergers, certain asset sales outside the ordinary course of business, and change in control as defined in the agreement. The agreement also contains financial covenants regarding our leverage ratio, interest coverage and liquidity.
Daily average amounts outstanding under our credit facility were as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Revolving credit facility:
|
|
|
|
|
|
|
Daily average amount outstanding
|
|
$
|
417,219
|
|
|
$
|
270,063
|
|
|
$
|
43,675
|
|
Weighted-average interest rate
|
|
1.93
|
%
|
|
1.66
|
%
|
|
1.63
|
%
|
Term loan facility:
|
|
|
|
|
|
|
Daily average amount outstanding
|
|
$
|
52,381
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted-average interest rate
|
|
1.52
|
%
|
|
—
|
|
|
—
|
|
As of
December 31, 2016
, amounts were available for borrowing under our revolving credit facility as follows:
|
|
|
|
|
|
(in thousands)
|
|
Total available
|
Revolving credit facility commitment
|
|
$
|
525,000
|
|
Amount drawn on revolving credit facility
|
|
(428,000
|
)
|
Outstanding letters of credit
(1)
|
|
(10,865
|
)
|
Net available for borrowing as of December 31, 2016
|
|
$
|
86,135
|
|
(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.
Long-term debt maturities
– Our aggregate debt maturities based on the principal amount outstanding as of
December 31, 2016
were as follows, excluding capital leases:
|
|
|
|
|
|
(in thousands)
|
|
Debt maturities
|
2017
|
|
$
|
35,063
|
|
2018
|
|
43,313
|
|
2019
|
|
679,624
|
|
Total
|
|
$
|
758,000
|
|
Short-term borrowings
– In March 2015, we entered into a
$75,000
short-term variable rate bank loan. Proceeds from this loan, net of related costs, were
$74,880
and were used, along with a draw on our revolving credit facility, to retire all
$200,000
of our
7.0%
senior notes that were scheduled to mature on
March 15, 2019
. During December 2015, we elected to repay this loan in full. The weighted-average interest rate on amounts outstanding under this loan during 2015 was
1.59%
.
Lease obligations
– We had capital lease obligations of
$1,685
as of
December 31, 2016
and
$2,109
as of
December 31, 2015
related to information technology hardware. The lease obligations will be paid through September 2020. The related assets are included in property, plant and equipment in the consolidated balance sheets. Depreciation of the leased assets is included in depreciation expense in the consolidated statements of cash flows. A portion of the leased assets have not yet been placed in service. The balance of those leased assets placed in service as of December 31 was as follows:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
Machinery and equipment
|
|
$
|
4,434
|
|
|
$
|
4,193
|
|
Accumulated depreciation
|
|
(3,058
|
)
|
|
(1,942
|
)
|
Net assets under capital leases
|
|
$
|
1,376
|
|
|
$
|
2,251
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
In addition to capital leases, we also have operating leases on certain facilities and equipment. Rental expense was
$16,454
for
2016
,
$15,372
for
2015
and
$13,099
for
2014
. As of
December 31, 2016
, future minimum lease payments under our capital lease obligations and noncancelable operating leases with terms in excess of one year were as follows:
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Capital lease obligations
|
|
Operating lease obligations
|
2017
|
|
$
|
914
|
|
|
$
|
13,132
|
|
2018
|
|
493
|
|
|
12,613
|
|
2019
|
|
240
|
|
|
8,290
|
|
2020
|
|
79
|
|
|
4,001
|
|
2021
|
|
—
|
|
|
1,459
|
|
Thereafter
|
|
—
|
|
|
1,085
|
|
Total minimum lease payments
|
|
1,726
|
|
|
$
|
40,580
|
|
Less portion representing interest
|
|
(41
|
)
|
|
|
Present value of minimum lease payments
|
|
$
|
1,685
|
|
|
|
Note 14: Other commitments and contingencies
Indemnifications
– In the normal course of business, we periodically enter into agreements that incorporate general indemnification language. These indemnifications encompass third-party claims arising from our products and services, including service failures, breach of security, intellectual property rights, governmental regulations and/or employment-related matters. Performance under these indemnities would generally be triggered by our breach of the terms of the contract. In disposing of assets or businesses, we often provide representations, warranties and/or indemnities to cover various risks including, for example, unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, we do not believe that any liability under these indemnities would have a material adverse effect on our financial position, annual results of operations or annual cash flows. We have recorded liabilities for known indemnifications related to environmental matters.
Environmental matters
– We are currently involved in environmental compliance, investigation and remediation activities at some of our current and former sites, primarily printing facilities of our Financial Services and Small Business Services segments that have been sold. Remediation costs are accrued on an undiscounted basis when the obligations are either known or considered probable and can be reasonably estimated. Remediation or testing costs that result directly from the sale of an asset and which we would not have otherwise incurred are considered direct costs of the sale of the asset. As such, they are included in our measurement of the carrying value of the asset sold.
Accruals for environmental matters were
$3,206
as of
December 31, 2016
and
$5,952
as of
December 31, 2015
, primarily related to facilities that have been sold. These accruals are included in accrued liabilities and other non-current liabilities in the consolidated balance sheets. Accrued costs consist of direct costs of the remediation activities, primarily fees that will be paid to outside engineering and consulting firms. Although recorded accruals include our best estimates, our total costs cannot be predicted with certainty due to various factors such as the extent of corrective action that may be required, evolving environmental laws and regulations and advances in environmental technology. Where the available information is sufficient to estimate the amount of the liability, that estimate is used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range is recorded. We do not believe that the range of possible outcomes could have a material effect on our financial condition, results of operations or liquidity. The 2016 consolidated statement of income includes a net benefit from environmental matters of
$1,692
. During the second quarter of 2016, we reversed a portion of the liability for one of our sold facilities as we determined that it was no longer probable that a portion of the estimated environmental remediation costs for this location would be incurred. Expense reflected in our consolidated statements of income for environmental matters was
$1,142
for
2015
and
$1,079
for
2014
.
We purchased an insurance policy during 2002 that covers up to
$10,000
of third-party pollution claims through 2032 at certain owned, leased and divested sites, We also purchased an insurance policy during 2009 that covers up to
$15,000
of third-party pollution claims through April 2019. This policy covers liability for claims of bodily injury or property damage arising from pollution events at the covered facility. The policy also provides remediation coverage should we be required by a governing authority to perform remediation activities at the covered sites. No accruals have been recorded in our consolidated financial
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
statements for any of the events contemplated in these insurance policies. We do not anticipate significant net cash outlays for environmental matters within the next 5 years.
Self-insurance
– We are self-insured for certain costs, primarily workers' compensation claims and medical and dental benefits for active employees and those employees on long-term disability. The liabilities associated with these items represent our best estimate of the ultimate obligations for reported claims plus those incurred, but not reported, and totaled
$6,999
as of
December 31, 2016
and
$6,457
as of
December 31, 2015
. Our workers' compensation liability is accounted for on a present value basis. The difference between the discounted and undiscounted liability was not significant as of
December 31, 2016
or
December 31, 2015
.
Our self-insurance liabilities are estimated, in part, by considering historical claims experience, demographic factors and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future events and claims differ from these assumptions and historical trends.
Litigation
– On September 2, 2014, one of our suppliers filed a petition for binding arbitration under the Commercial Rules of the American Arbitration Association, alleging that it was entitled to additional payment from us under our reseller agreement and seeking damages of up to approximately
$43,000
. We did not record a liability for damages in connection with this matter in our consolidated balance sheets. In March 2016, the arbitrator rejected all of the supplier's claims and ruled in our favor.
Recorded liabilities for legal matters were not material to our financial position, results of operations or liquidity, and we do not believe that any of the currently identified claims or litigation will materially affect our financial position, results of operations or liquidity upon resolution. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on our financial position, results of operations or liquidity for the period in which the ruling occurs or future periods.
Note 15: Shareholders’ equity
We have an outstanding authorization from our board of directors to purchase up to
10,000
shares of our common stock. This authorization has no expiration date, and
65
shares remained available for purchase under this authorization as of
December 31, 2016
. During
2016
, we repurchased
901
shares for
$55,224
, during
2015
we repurchased
996
shares for
$59,952
and during
2014
we repurchased
1,133
shares for
$60,119
.
In May 2016, our board of directors approved an additional authorization for the repurchase of up to
$300,000
of our common stock, effective at the conclusion of the previous authorization. The additional authorization also has no expiration date.
Note 16: Business segment information
We operate
3
reportable business segments: Small Business Services, Financial Services and Direct Checks. Our business segments are generally organized by type of customer served and reflect the way we manage the company. Small Business Services promotes and sells products and services to small businesses via direct response mail and internet advertising; referrals from financial institutions, telecommunications clients and other partners; networks of distributors and independent dealers; a direct sales force that focuses on selling to and through major accounts; and an outbound telemarketing group. Financial Services' products and services are sold primarily through a direct sales force, which executes product and service supply contracts with our financial institution clients nationwide, including banks, credit unions and financial services companies. In the case of check supply contracts, once the financial institution relationship is established, consumers may submit their check orders through their financial institution or over the phone or internet. Direct Checks sells products and services directly to consumers using direct marketing, including print advertising and search engine marketing and optimization strategies. All 3 segments operate primarily in the United States. Small Business Services also has operations in Canada and portions of Europe. No single customer accounted for more than
10%
of revenue during the past three years.
Our product and service offerings are comprised of the following:
Checks
– We remain one of the largest providers of checks in the United States. During
2016
, checks represented
39.1%
of our Small Business Services segment's revenue,
53.8%
of our Financial Services segment's revenue and
84.1%
of our Direct Checks segment's revenue.
Marketing solutions and other services
– We offer products and services designed to meet our customers’ sales and marketing needs, as well as various other service offerings. Our marketing products utilize digital printing and web-to-print solutions to provide promotional solutions such as postcards, brochures, retail packaging supplies, apparel, greeting cards and business cards. Our web services offerings include logo and web design; hosting and other web services; search engine optimization; and marketing programs, including email, mobile and social media. We also offer fraud protection and security services, online and offline payroll services, and electronic checks ("eChecks"). Our Financial Services segment also offers a
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
suite of financial technology (“FinTech”) solutions. These solutions include data-driven marketing solutions, including outsourced marketing campaign targeting and execution; treasury management solutions; and digital enablement solutions, including loyalty and rewards programs.
Forms
– Our Small Business Services segment provides printed forms to small businesses, including deposit tickets, billing forms, work orders, job proposals, purchase orders, invoices and personnel forms. This segment also offers computer forms compatible with accounting software packages commonly used by small businesses. Forms sold by our Financial Services and Direct Checks segments include deposit tickets and check registers.
Accessories and other products
– Small Business Services offers products designed to provide small business owners with the customized documents necessary to efficiently manage their business, including envelopes, office supplies, stamps and labels. Our Financial Services and Direct Checks segments offer checkbook covers and stamps.
The accounting policies of the segments are the same as those described in Note 1. We allocate corporate costs for our shared services functions to our business segments, including costs of our executive management, human resources, supply chain, finance, information technology and legal functions. Generally, where costs incurred are directly attributable to a business segment, primarily within the areas of information technology, supply chain and finance, those costs are charged directly to that segment. Because we use a shared services approach for many of our functions, certain costs are not directly attributable to a business segment. These costs are allocated to our business segments based on segment revenue, as revenue is a measure of the relative size and magnitude of each segment and indicates the level of corporate shared services consumed by each segment. Corporate assets are not allocated to the segments and consist primarily of property, plant and equipment; internal-use software; and inventories and supplies related to our corporate shared services functions of manufacturing, information technology and real estate, as well as long-term investments. Depreciation and amortization expense related to corporate assets, which was allocated to the segments, was
$32,785
in
2016
,
$32,505
in
2015
and
$34,801
in
2014
.
We are an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations and the sharing of assets. Therefore, we do not represent that these segments, if operated independently, would report the operating income and other financial information shown.
The following is our segment information as of and for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable Business Segments
|
|
|
|
|
(in thousands)
|
|
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
|
|
Consolidated
|
Total revenue from external
|
|
2016
|
|
$
|
1,195,743
|
|
|
$
|
499,976
|
|
|
$
|
153,343
|
|
|
$
|
—
|
|
|
$
|
1,849,062
|
|
customers:
|
|
2015
|
|
1,151,916
|
|
|
455,390
|
|
|
165,511
|
|
|
—
|
|
|
1,772,817
|
|
|
|
2014
|
|
1,106,505
|
|
|
391,129
|
|
|
176,448
|
|
|
—
|
|
|
1,674,082
|
|
Operating income:
|
|
2016
|
|
208,789
|
|
|
106,820
|
|
|
53,118
|
|
|
—
|
|
|
368,727
|
|
|
|
2015
|
|
203,933
|
|
|
91,539
|
|
|
58,859
|
|
|
—
|
|
|
354,331
|
|
|
|
2014
|
|
187,226
|
|
|
87,908
|
|
|
57,499
|
|
|
—
|
|
|
332,633
|
|
Depreciation and amortization
|
|
2016
|
|
52,195
|
|
|
35,850
|
|
|
3,538
|
|
|
—
|
|
|
91,583
|
|
expense:
|
|
2015
|
|
45,513
|
|
|
26,807
|
|
|
4,380
|
|
|
—
|
|
|
76,700
|
|
|
|
2014
|
|
44,418
|
|
|
14,675
|
|
|
6,749
|
|
|
—
|
|
|
65,842
|
|
Asset impairment charges:
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2014
|
|
6,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,468
|
|
Total assets:
|
|
2016
|
|
1,086,500
|
|
|
631,353
|
|
|
161,039
|
|
|
305,446
|
|
|
2,184,338
|
|
|
|
2015
|
|
995,445
|
|
|
435,632
|
|
|
161,987
|
|
|
249,089
|
|
|
1,842,153
|
|
|
|
2014
|
|
949,521
|
|
|
274,086
|
|
|
164,171
|
|
|
295,904
|
|
|
1,683,682
|
|
Capital asset purchases:
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,614
|
|
|
46,614
|
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,261
|
|
|
43,261
|
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,119
|
|
|
41,119
|
|
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in thousands, except per share amounts)
Revenue by product and service category for the years ended December 31 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Checks
|
|
$
|
865,285
|
|
|
$
|
873,298
|
|
|
$
|
870,910
|
|
Marketing solutions and other services
|
|
616,917
|
|
|
532,465
|
|
|
427,098
|
|
Forms
|
|
215,784
|
|
|
215,663
|
|
|
216,842
|
|
Accessories and other products
|
|
151,076
|
|
|
151,391
|
|
|
159,232
|
|
Total revenue
|
|
$
|
1,849,062
|
|
|
$
|
1,772,817
|
|
|
$
|
1,674,082
|
|
The following information for the years ended December 31 is based on the geographic locations of our subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
Total revenue from external customers:
|
|
|
|
|
|
|
United States
|
|
$
|
1,776,701
|
|
|
$
|
1,701,566
|
|
|
$
|
1,593,898
|
|
Foreign, primarily Canada
|
|
72,361
|
|
|
71,251
|
|
|
80,184
|
|
Total revenue
|
|
$
|
1,849,062
|
|
|
$
|
1,772,817
|
|
|
$
|
1,674,082
|
|
Substantially all of our long-lived assets reside in the United States. Long-lived assets of our foreign subsidiaries are located primarily in Canada and are not significant to our consolidated financial position.
Note 17: Subsequent event
In February 2017, we announced that we have entered into a definitive agreement to acquire all of the stock of RDM Corporation (RDM) of Canada for approximately
$70,000
, net of cash acquired. RDM is a provider of remote deposit capture software and digital imaging solutions for financial institutions and corporate clients and would become part of our growing suite of treasury management solutions. The closing of the transaction is subject to customary conditions in Canada, including court, regulatory and RDM shareholder approval. The purchase price would be financed using cash on hand and our existing revolving credit facility, and the results of RDM would be included in our Financial Services segment.
DELUXE CORPORATION
SUMMARIZED QUARTERLY FINANCIAL DATA (Unaudited)
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 Quarter Ended
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
Total revenue
|
|
$
|
459,298
|
|
|
$
|
450,642
|
|
|
$
|
458,920
|
|
|
$
|
480,202
|
|
Gross profit
|
|
294,993
|
|
|
290,810
|
|
|
292,650
|
|
|
303,368
|
|
Net income
|
|
58,102
|
|
|
58,389
|
|
|
58,663
|
|
|
54,228
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
1.18
|
|
|
1.19
|
|
|
1.20
|
|
|
1.11
|
|
Diluted
|
|
1.18
|
|
|
1.18
|
|
|
1.19
|
|
|
1.11
|
|
Cash dividends per share
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Quarter Ended
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
Total revenue
|
|
$
|
433,617
|
|
|
$
|
435,874
|
|
|
$
|
439,816
|
|
|
$
|
463,510
|
|
Gross profit
|
|
280,936
|
|
|
279,936
|
|
|
280,514
|
|
|
292,222
|
|
Net income
|
|
45,940
|
|
|
56,063
|
|
|
56,917
|
|
|
59,709
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
0.92
|
|
|
1.12
|
|
|
1.14
|
|
|
1.21
|
|
Diluted
|
|
0.91
|
|
|
1.11
|
|
|
1.13
|
|
|
1.20
|
|
Cash dividends per share
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
Significant items affecting the comparability of quarterly results were as follows:
|
|
•
|
Second quarter 2016 –
net pre-tax restructuring charges of
$1,217
related to our cost reduction initiatives and a reduction of
$1,513
in income tax expense for discrete items, primarily the tax effects of share-based compensation.
|
|
|
•
|
Third quarter 2016
–
net pre-tax restructuring charges of
$2,058
related to our cost reduction initiatives.
|
|
|
•
|
Fourth quarter 2016
–
pre-tax loss on early extinguishment of debt of
$7,858
, net pre-tax restructuring charges of
$3,628
related to our cost reduction initiatives and a reduction of
$2,854
in income tax expense for discrete items, primarily the tax effects of share-based compensation.
|
|
|
•
|
First quarter 2015 –
pre-tax loss on early extinguishment of debt of
$8,917
.
|
|
|
•
|
Second quarter 2015 –
net pre-tax restructuring charges of
$1,154
related to our cost reduction initiatives.
|
|
|
•
|
Third quarter 2015
–
net pre-tax restructuring charges of
$1,738
related to our cost reduction initiatives.
|
|
|
•
|
Fourth quarter 2015
–
net pre-tax restructuring charges of
$3,078
related to our cost reduction initiatives and a reduction of
$1,160
in income tax expense for discrete items, primarily prior year state income tax credits.
|