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. During the quarter ended June 30, 2016, we identified an error in the balance sheet presentation of borrowings under our 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 have determined that they should have been presented as non-current. This change also corrects the presentation of the cash flows associated with borrowings under our credit facility. Previously these cash flows were presented on a net basis. The change in the balance sheet presentation requires that they be presented on a gross basis. Prior period consolidated amounts, as well as those for Deluxe Corporation, have been revised to reflect these changes. Further information about the revision can be found in Note 1. 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. Condensed Consolidating Balance Sheet (Unaudited) June 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 5,851 $ 2,041 $ 63,585 $ (1,885 ) $ 69,592 Trade accounts receivable, net — 100,303 8,635 — 108,938 Inventories and supplies — 35,832 2,254 — 38,086 Funds held for customers — 20,342 56,784 — 77,126 Other current assets 5,815 31,602 1,834 — 39,251 Total current assets 11,666 190,120 133,092 (1,885 ) 332,993 Deferred income taxes 14,083 — 1,756 (14,083 ) 1,756 Long-term investments 34,686 7,737 — — 42,423 Property, plant and equipment, net 10,253 69,652 4,978 — 84,883 Assets held for sale — — 13,967 — 13,967 Intangibles, net 16,298 277,709 3,508 — 297,515 Goodwill — 975,548 1,544 — 977,092 Investments in consolidated subsidiaries 1,375,178 91,872 — (1,467,050 ) — Intercompany receivable 5,274 — 31 (5,305 ) — Other non-current assets 6,738 111,440 95 — 118,273 Total assets $ 1,474,176 $ 1,724,078 $ 158,971 $ (1,488,323 ) $ 1,868,902 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 17,139 $ 65,707 $ 2,380 $ (1,885 ) $ 83,341 Accrued liabilities 13,624 138,132 58,833 — 210,589 Long-term debt due within one year 1,004 — 37 — 1,041 Total current liabilities 31,767 203,839 61,250 (1,885 ) 294,971 Long-term debt 612,715 — 72 — 612,787 Deferred income taxes — 95,045 — (14,083 ) 80,962 Intercompany payable — 5,305 — (5,305 ) — Other non-current liabilities 12,952 44,711 5,777 — 63,440 Total shareholders' equity 816,742 1,375,178 91,872 (1,467,050 ) 816,742 Total liabilities and shareholders' equity $ 1,474,176 $ 1,724,078 $ 158,971 $ (1,488,323 ) $ 1,868,902 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 7,230 32,765 2,610 — 42,605 Total current assets 12,417 189,414 122,276 (122 ) 323,985 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 5,861 107,767 184 — 113,812 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 Long-term debt due within one year 1,026 — 19 — 1,045 Total current liabilities 40,218 218,088 58,859 (122 ) 317,043 Long-term debt 627,942 — 31 — 627,973 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 Condensed Consolidating Statement of Comprehensive Income (Unaudited) Quarter Ended June 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 345,161 $ 14,660 $ — $ 359,821 Service revenue 33,277 85,820 6,122 (34,398 ) 90,821 Total revenue 33,277 430,981 20,782 (34,398 ) 450,642 Cost of products — (120,533 ) (6,406 ) — (126,939 ) Cost of services (37,295 ) (31,189 ) (1,956 ) 37,547 (32,893 ) Total cost of revenue (37,295 ) (151,722 ) (8,362 ) 37,547 (159,832 ) Gross profit (4,018 ) 279,259 12,420 3,149 290,810 Operating expenses — (187,953 ) (8,759 ) (3,149 ) (199,861 ) Operating (loss) income (4,018 ) 91,306 3,661 — 90,949 Interest expense (4,917 ) (4,195 ) — 3,929 (5,183 ) Other income 3,680 541 150 (3,929 ) 442 (Loss) income before income taxes (5,255 ) 87,652 3,811 — 86,208 Income tax benefit (provision) 3,529 (30,805 ) (543 ) — (27,819 ) (Loss) income before equity in earnings of consolidated subsidiaries (1,726 ) 56,847 3,268 — 58,389 Equity in earnings of consolidated subsidiaries 60,115 3,268 — (63,383 ) — Net income $ 58,389 $ 60,115 $ 3,268 $ (63,383 ) $ 58,389 Comprehensive income $ 59,282 $ 60,957 $ 3,751 $ (64,708 ) $ 59,282 Condensed Consolidating Statement of Comprehensive Income (Unaudited) Quarter Ended June 30, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 339,959 $ 18,938 $ — $ 358,897 Service revenue 28,426 71,753 6,331 (29,533 ) 76,977 Total revenue 28,426 411,712 25,269 (29,533 ) 435,874 Cost of products — (118,527 ) (9,729 ) — (128,256 ) Cost of services (29,847 ) (26,174 ) (1,830 ) 30,169 (27,682 ) Total cost of revenue (29,847 ) (144,701 ) (11,559 ) 30,169 (155,938 ) Gross profit (1,421 ) 267,011 13,710 636 279,936 Operating expenses — (180,869 ) (9,552 ) (636 ) (191,057 ) Operating (loss) income (1,421 ) 86,142 4,158 — 88,879 Interest expense (4,104 ) (4,625 ) (1 ) 4,310 (4,420 ) Other income 4,568 470 96 (4,310 ) 824 (Loss) income before income taxes (957 ) 81,987 4,253 — 85,283 Income tax benefit (provision) 788 (28,960 ) (1,048 ) — (29,220 ) (Loss) income before equity in earnings of consolidated subsidiaries (169 ) 53,027 3,205 — 56,063 Equity in earnings of consolidated subsidiaries 56,232 3,205 — (59,437 ) — Net income $ 56,063 $ 56,232 $ 3,205 $ (59,437 ) $ 56,063 Comprehensive income $ 57,327 $ 57,453 $ 4,157 $ (61,610 ) $ 57,327 Condensed Consolidating Statement of Comprehensive Income (Unaudited) Six Months Ended June 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 697,834 $ 28,172 $ — $ 726,006 Service revenue 67,095 173,937 12,235 (69,333 ) 183,934 Total revenue 67,095 871,771 40,407 (69,333 ) 909,940 Cost of products — (244,955 ) (12,578 ) — (257,533 ) Cost of services (75,323 ) (64,762 ) (3,666 ) 77,147 (66,604 ) Total cost of revenue (75,323 ) (309,717 ) (16,244 ) 77,147 (324,137 ) Gross profit (8,228 ) 562,054 24,163 7,814 585,803 Operating expenses — (377,313 ) (17,085 ) (7,814 ) (402,212 ) Operating (loss) income (8,228 ) 184,741 7,078 — 183,591 Interest expense (9,901 ) (6,965 ) (1 ) 6,441 (10,426 ) Other income (expense) 6,308 867 (141 ) (6,441 ) 593 (Loss) income before income taxes (11,821 ) 178,643 6,936 — 173,758 Income tax benefit (provision) 6,839 (62,786 ) (1,320 ) — (57,267 ) (Loss) income before equity in earnings of consolidated subsidiaries (4,982 ) 115,857 5,616 — 116,491 Equity in earnings of consolidated subsidiaries 121,473 5,616 — (127,089 ) — Net income $ 116,491 $ 121,473 $ 5,616 $ (127,089 ) $ 116,491 Comprehensive income $ 122,474 $ 127,352 $ 10,777 $ (138,129 ) $ 122,474 Condensed Consolidating Statement of Comprehensive Income (Unaudited) Six Months Ended June 30, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 672,698 $ 41,213 $ — $ 713,911 Service revenue 55,111 144,993 12,929 (57,452 ) 155,581 Total revenue 55,111 817,691 54,142 (57,452 ) 869,492 Cost of products — (230,780 ) (21,216 ) — (251,996 ) Cost of services (60,130 ) (54,754 ) (3,920 ) 62,180 (56,624 ) Total cost of revenue (60,130 ) (285,534 ) (25,136 ) 62,180 (308,620 ) Gross profit (5,019 ) 532,157 29,006 4,728 560,872 Operating expenses — (361,627 ) (20,347 ) (4,728 ) (386,702 ) Operating (loss) income (5,019 ) 170,530 8,659 — 174,170 Loss on early debt extinguishment (8,917 ) — — — (8,917 ) Interest expense (10,601 ) (5,995 ) (1 ) 5,662 (10,935 ) Other income 5,943 608 365 (5,662 ) 1,254 (Loss) income before income taxes (18,594 ) 165,143 9,023 — 155,572 Income tax benefit (provision) 7,289 (58,401 ) (2,457 ) — (53,569 ) (Loss) income before equity in earnings of consolidated subsidiaries (11,305 ) 106,742 6,566 — 102,003 Equity in earnings of consolidated subsidiaries 113,308 6,566 — (119,874 ) — Net income $ 102,003 $ 113,308 $ 6,566 $ (119,874 ) $ 102,003 Comprehensive income $ 97,510 $ 108,730 $ 1,450 $ (110,180 ) $ 97,510 Condensed Consolidating Statement of Cash Flows (Unaudited) Six Months Ended June 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Net cash (used) provided by operating activities $ (10,443 ) $ 135,686 $ 4,786 $ (1,763 ) $ 128,266 Cash flows from investing activities: Purchases of capital assets (12,493 ) (8,357 ) (1,334 ) — (22,184 ) Payments for acquisitions, net of cash acquired — (28,497 ) — — (28,497 ) Proceeds from company-owned life insurance policies 3,053 — — — 3,053 Other (195 ) 633 1,649 — 2,087 Net cash (used) provided by investing activities (9,635 ) (36,221 ) 315 — (45,541 ) Cash flows from financing activities: Proceeds from issuing long-term debt 107,000 — — — 107,000 Payments on long-term debt, including costs of debt reacquisition (128,571 ) — (13 ) — (128,584 ) Proceeds from issuing shares under employee plans 4,193 — — — 4,193 Employee taxes paid for shares withheld (2,260 ) — — — (2,260 ) Payments for common shares repurchased (29,981 ) — — — (29,981 ) Cash dividends paid to shareholders (29,446 ) — — — (29,446 ) Advances from (to) consolidated subsidiaries 99,848 (97,988 ) (1,860 ) — — Other (41 ) (376 ) — — (417 ) Net cash provided (used) by financing activities 20,742 (98,364 ) (1,873 ) — (79,495 ) Effect of exchange rate change on cash — — 3,935 — 3,935 Net change in cash and cash equivalents 664 1,101 7,163 (1,763 ) 7,165 Cash and cash equivalents, beginning of year 5,187 940 56,422 (122 ) 62,427 Cash and cash equivalents, end of period $ 5,851 $ 2,041 $ 63,585 $ (1,885 ) $ 69,592 Condensed Consolidating Statement of Cash Flows (Unaudited) Six Months Ended June 30, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Net cash (used) provided by operating activities $ (3,699 ) $ 139,604 $ 7,793 $ 3,209 $ 146,907 Cash flows from investing activities: Purchases of capital assets (905 ) (16,997 ) (1,405 ) — (19,307 ) Payments for acquisitions, net of cash acquired (26 ) (35,774 ) — — (35,800 ) Other (286 ) 619 6 — 339 Net cash used by investing activities (1,217 ) (52,152 ) (1,399 ) — (54,768 ) Cash flows from financing activities: Proceeds from short-term borrowings 75,000 — — — 75,000 Proceeds from issuing long-term debt 211,500 — — — 211,500 Payments on long-term debt, including costs of debt reacquisition (346,015 ) — (6 ) — (346,021 ) Proceeds from issuing shares under employee plans 4,135 — — — 4,135 Excess tax benefit from share-based employee awards 1,557 — — — 1,557 Employee taxes paid for shares withheld (871 ) — — — (871 ) Cash dividends paid to shareholders (30,043 ) — — — (30,043 ) Advances from (to) consolidated subsidiaries 88,650 (88,232 ) (418 ) — — Other (136 ) — (150 ) — (286 ) Net cash provided (used) by financing activities 3,777 (88,232 ) (574 ) — (85,029 ) Effect of exchange rate change on cash — — (3,725 ) — (3,725 ) Net change in cash and cash equivalents (1,139 ) (780 ) 2,095 3,209 3,385 Cash and cash equivalents, beginning of year 8,335 4,342 52,193 (3,329 ) 61,541 Cash and cash equivalents, end of period $ 7,196 $ 3,562 $ 54,288 $ (120 ) $ 64,926 |