Supplemental guarantor financial information | Supplemental guarantor financial information Our long-term notes due in 2020 (Note 11), as well as obligations under our credit facility, are jointly and severally guaranteed on a full and unconditional basis, subject to the release provisions described herein, by certain 100%-owned subsidiaries. The subsidiary guarantees with respect to our long-term notes are subject to release upon the occurrence of certain events: the sale of all or substantially all of a subsidiary's assets, when the requirements for defeasance of the guaranteed securities have been satisfied, when the subsidiary is declared an unrestricted subsidiary, or upon satisfaction and discharge of the indenture. The following supplemental condensed consolidating financial information reflects the summarized financial information of Deluxe Corporation, the guarantors on a combined basis and the non-guarantor subsidiaries on a combined basis. Separate financial statements of the guarantors are not presented because the guarantors are jointly, severally, fully and unconditionally liable under the guarantees, subject to the release provisions described herein, and we believe that the condensed consolidating financial statements presented are sufficient to provide an understanding of the financial position, results of operations and cash flows of the guarantors. We are an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations and the sharing of assets. Therefore, we do not represent that the financial information presented is indicative of the financial position, results of operations or cash flows that the entities would have reported if they had operated independently. The condensed consolidating financial statements should be read in conjunction with our consolidated financial statements. Deluxe Corporation Condensed Consolidating Balance Sheet (Unaudited) March 31, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 10,474 $ 487 $ 60,437 $ (388 ) $ 71,010 Trade accounts receivable, net — 98,149 7,770 — 105,919 Inventories and supplies — 37,662 2,291 — 39,953 Funds held for customers — 57 53,213 — 53,270 Other current assets 8,757 31,678 1,986 — 42,421 Total current assets 19,231 168,033 125,697 (388 ) 312,573 Deferred income taxes 13,978 — 1,316 (13,978 ) 1,316 Long-term investments 34,201 7,735 — — 41,936 Property, plant and equipment, net 9,729 69,719 4,673 — 84,121 Assets held for sale — — 13,968 — 13,968 Intangibles, net 12,897 266,315 3,434 — 282,646 Goodwill — 974,973 1,535 — 976,508 Investments in consolidated subsidiaries 1,314,583 88,123 — (1,402,706 ) — Intercompany receivable 60,681 — 452 (61,133 ) — Other non-current assets 3,946 115,641 102 — 119,689 Total assets $ 1,469,246 $ 1,690,539 $ 151,177 $ (1,478,205 ) $ 1,832,757 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 15,271 $ 61,857 $ 2,037 $ (388 ) $ 78,777 Accrued liabilities 39,477 116,144 55,197 — 210,818 Short-term borrowings 416,000 — — — 416,000 Long-term debt due within one year 1,020 — 20 — 1,040 Total current liabilities 471,768 178,001 57,254 (388 ) 706,635 Long-term debt 197,999 — 28 — 198,027 Deferred income taxes — 94,925 — (13,978 ) 80,947 Intercompany payable — 61,133 — (61,133 ) — Other non-current liabilities 15,613 41,897 5,772 — 63,282 Total shareholders' equity 783,866 — 1,314,583 — 88,123 — (1,402,706 ) 783,866 Total liabilities and shareholders' equity $ 1,469,246 $ 1,690,539 $ 151,177 $ (1,478,205 ) $ 1,832,757 Deluxe Corporation Condensed Consolidating Balance Sheet (Unaudited) December 31, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 5,187 $ 940 $ 56,422 $ (122 ) $ 62,427 Trade accounts receivable, net — 115,951 7,703 — 123,654 Inventories and supplies — 39,758 2,198 — 41,956 Funds held for customers — — 53,343 — 53,343 Other current assets 9,233 32,765 2,610 — 44,608 Total current assets 14,420 189,414 122,276 (122 ) 325,988 Deferred income taxes 13,498 — 1,238 (13,498 ) 1,238 Long-term investments 34,304 7,387 — — 41,691 Property, plant and equipment, net 10,111 71,017 4,604 — 85,732 Assets held for sale — — 13,969 — 13,969 Intangibles, net 9,066 273,051 3,194 — 285,311 Goodwill — 974,973 1,442 — 976,415 Investments in consolidated subsidiaries 1,248,549 81,099 — (1,329,648 ) — Intercompany receivable 99,506 — — (99,506 ) — Other non-current assets 3,858 107,767 184 — 111,809 Total assets $ 1,433,312 $ 1,704,708 $ 146,907 $ (1,442,774 ) $ 1,842,153 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 15,625 $ 69,809 $ 2,263 $ (122 ) $ 87,575 Accrued liabilities 23,567 148,279 56,577 — 228,423 Short-term borrowings 434,000 — — — 434,000 Long-term debt due within one year 1,026 — 19 — 1,045 Total current liabilities 474,218 218,088 58,859 (122 ) 751,043 Long-term debt 193,942 — 31 — 193,973 Deferred income taxes — 94,574 — (13,498 ) 81,076 Intercompany payable — 98,365 1,141 (99,506 ) — Other non-current liabilities 20,083 45,132 5,777 — 70,992 Total shareholders' equity 745,069 1,248,549 81,099 (1,329,648 ) 745,069 Total liabilities and shareholders' equity $ 1,433,312 $ 1,704,708 $ 146,907 $ (1,442,774 ) $ 1,842,153 Deluxe Corporation Condensed Consolidating Statement of Comprehensive Income (Unaudited) Quarter Ended March 31, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 352,673 $ 13,512 $ — $ 366,185 Service revenue 33,818 88,117 6,113 (34,935 ) 93,113 Total revenue 33,818 440,790 19,625 (34,935 ) 459,298 Cost of products — (124,422 ) (6,172 ) — (130,594 ) Cost of services (38,028 ) (33,573 ) (1,710 ) 39,600 (33,711 ) Total cost of revenue (38,028 ) (157,995 ) (7,882 ) 39,600 (164,305 ) Gross profit (4,210 ) 282,795 11,743 4,665 294,993 Operating expenses — (189,359 ) (8,326 ) (4,665 ) (202,350 ) Operating (loss) income (4,210 ) 93,436 3,417 — 92,643 Interest expense (4,984 ) (2,770 ) (1 ) 2,512 (5,243 ) Other income 2,628 325 (291 ) (2,512 ) 150 (Loss) income before income taxes (6,566 ) 90,991 3,125 — 87,550 Income tax benefit (provision) 3,310 (31,981 ) (777 ) — (29,448 ) (Loss) income before equity in earnings of consolidated subsidiaries (3,256 ) 59,010 2,348 — 58,102 Equity in earnings of consolidated subsidiaries 61,358 2,348 — (63,706 ) — Net income $ 58,102 $ 61,358 $ 2,348 $ (63,706 ) $ 58,102 Comprehensive income $ 63,192 $ 66,395 $ 7,026 $ (73,421 ) $ 63,192 Deluxe Corporation Condensed Consolidating Statement of Comprehensive Income (Unaudited) Quarter Ended March 31, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 332,738 $ 22,275 $ — $ 355,013 Service revenue 26,685 73,240 6,598 (27,919 ) 78,604 Total revenue 26,685 405,978 28,873 (27,919 ) 433,617 Cost of products — (112,252 ) (11,487 ) — (123,739 ) Cost of services (30,283 ) (28,580 ) (2,090 ) 32,011 (28,942 ) Total cost of revenue (30,283 ) (140,832 ) (13,577 ) 32,011 (152,681 ) Gross profit (3,598 ) 265,146 15,296 4,092 280,936 Operating expenses — (180,758 ) (10,795 ) (4,092 ) (195,645 ) Operating (loss) income (3,598 ) 84,388 4,501 — 85,291 Loss on early debt extinguishment (8,917 ) — — — (8,917 ) Interest expense (6,497 ) (1,370 ) — 1,352 (6,515 ) Other income 1,375 138 269 (1,352 ) 430 (Loss) income before income taxes (17,637 ) 83,156 4,770 — 70,289 Income tax benefit (provision) 6,501 (29,441 ) (1,409 ) — (24,349 ) (Loss) income before equity in earnings of consolidated subsidiaries (11,136 ) 53,715 3,361 — 45,940 Equity in earnings of consolidated subsidiaries 57,076 3,361 — (60,437 ) — Net income $ 45,940 $ 57,076 $ 3,361 $ (60,437 ) $ 45,940 Comprehensive income $ 40,183 $ 51,277 $ (2,707 ) $ (48,570 ) $ 40,183 Deluxe Corporation Condensed Consolidating Statement of Cash Flows (Unaudited) Quarter Ended March 31, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Net cash provided by operating activities $ 15,842 $ 55,883 $ 1,209 $ (266 ) $ 72,668 Cash flows from investing activities: Purchases of capital assets (5,628 ) (4,043 ) (518 ) — (10,189 ) Payments for acquisitions, net of cash acquired — (6,667 ) — — (6,667 ) Other (97 ) (5,698 ) 1,643 — (4,152 ) Net cash (used) provided by investing activities (5,725 ) (16,408 ) 1,125 — (21,008 ) Cash flows from financing activities: Net payments on short-term borrowings (18,000 ) — — — (18,000 ) Payments on long-term debt, including costs of debt reacquisition (263 ) — (5 ) — (268 ) Payments for debt issue costs (41 ) — — — (41 ) Proceeds from issuing shares under employee plans 2,585 — — — 2,585 Employee taxes paid for shares withheld (851 ) — — — (851 ) Payments for common shares repurchased (15,004 ) — — — (15,004 ) Cash dividends paid to shareholders (14,740 ) — — — (14,740 ) Advances from (to) consolidated subsidiaries 41,484 (39,552 ) (1,932 ) — — Other — (376 ) — — (376 ) Net cash used by financing activities (4,830 ) (39,928 ) (1,937 ) — (46,695 ) Effect of exchange rate change on cash — — 3,618 — 3,618 Net change in cash and cash equivalents 5,287 (453 ) 4,015 (266 ) 8,583 Cash and cash equivalents, beginning of year 5,187 940 56,422 (122 ) 62,427 Cash and cash equivalents, end of period $ 10,474 $ 487 $ 60,437 $ (388 ) $ 71,010 Deluxe Corporation Condensed Consolidating Statement of Cash Flows (Unaudited) Quarter Ended March 31, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Net cash provided by operating activities $ 13,411 $ 57,848 $ 3,957 $ 3,314 $ 78,530 Cash flows from investing activities: Purchases of capital assets (417 ) (8,266 ) (829 ) — (9,512 ) Payments for acquisitions, net of cash acquired (26 ) (7,558 ) — — (7,584 ) Other (176 ) 636 3 — 463 Net cash used by investing activities (619 ) (15,188 ) (826 ) — (16,633 ) Cash flows from financing activities: Net proceeds from short-term borrowings 158,000 — — — 158,000 Payments on long-term debt, including costs of debt reacquisition (207,238 ) — (4 ) — (207,242 ) Payments for debt issue costs (97 ) — — — (97 ) Proceeds from issuing shares under employee plans 3,389 — — — 3,389 Excess tax benefit from share-based employee awards 1,260 — — — 1,260 Employee taxes paid for shares withheld (827 ) — — — (827 ) Cash dividends paid to shareholders (15,011 ) — — — (15,011 ) Advances from (to) consolidated subsidiaries 46,214 (44,993 ) (1,221 ) — — Other — — (150 ) — (150 ) Net cash used by financing activities (14,310 ) (44,993 ) (1,375 ) — (60,678 ) Effect of exchange rate change on cash — — (4,441 ) — (4,441 ) Net change in cash and cash equivalents (1,518 ) (2,333 ) (2,685 ) 3,314 (3,222 ) Cash and cash equivalents, beginning of year 8,335 4,342 52,193 (3,329 ) 61,541 Cash and cash equivalents, end of period $ 6,817 $ 2,009 $ 49,508 $ (15 ) $ 58,319 |