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) September 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 14,019 $ 902 $ 66,903 $ (1,759 ) $ 80,065 Trade accounts receivable, net — 109,326 8,435 — 117,761 Inventories and supplies — 39,175 2,299 — 41,474 Funds held for customers — 24,031 68,139 — 92,170 Other current assets 6,718 32,934 1,386 — 41,038 Total current assets 20,737 206,368 147,162 (1,759 ) 372,508 Deferred income taxes 14,754 — 1,749 (14,754 ) 1,749 Long-term investments 34,156 7,737 — — 41,893 Property, plant and equipment, net 11,914 66,833 4,920 — 83,667 Assets held for sale — — 13,966 — 13,966 Intangibles, net 19,119 283,237 11,522 — 313,878 Goodwill — 980,142 9,499 — 989,641 Investments in consolidated subsidiaries 1,395,804 108,954 — (1,504,758 ) — Intercompany receivable 23,164 — — (23,164 ) — Other non-current assets 6,549 117,215 82 — 123,846 Total assets $ 1,526,197 $ 1,770,486 $ 188,900 $ (1,544,435 ) $ 1,941,148 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 25,328 $ 60,456 $ 2,810 $ (1,759 ) $ 86,835 Accrued liabilities 20,577 149,507 70,553 — 240,637 Long-term debt due within one year 906 — 45 — 951 Total current liabilities 46,811 209,963 73,408 (1,759 ) 328,423 Long-term debt 616,697 — 93 — 616,790 Deferred income taxes — 95,508 — (14,754 ) 80,754 Intercompany payable — 22,494 670 (23,164 ) — Other non-current liabilities 12,742 46,717 5,775 — 65,234 Total shareholders' equity 849,947 1,395,804 108,954 (1,504,758 ) 849,947 Total liabilities and shareholders' equity $ 1,526,197 $ 1,770,486 $ 188,900 $ (1,544,435 ) $ 1,941,148 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 September 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 350,454 $ 14,226 $ — $ 364,680 Service revenue 36,078 89,355 6,006 (37,199 ) 94,240 Total revenue 36,078 439,809 20,232 (37,199 ) 458,920 Cost of products — (127,210 ) (6,418 ) — (133,628 ) Cost of services (40,487 ) (30,363 ) (1,934 ) 40,142 (32,642 ) Total cost of revenue (40,487 ) (157,573 ) (8,352 ) 40,142 (166,270 ) Gross profit (4,409 ) 282,236 11,880 2,943 292,650 Operating expenses — (188,768 ) (8,647 ) (2,943 ) (200,358 ) Operating (loss) income (4,409 ) 93,468 3,233 — 92,292 Interest expense (5,019 ) (4,206 ) (1 ) 4,371 (4,855 ) Other income 3,994 919 200 (4,371 ) 742 (Loss) income before income taxes (5,434 ) 90,181 3,432 — 88,179 Income tax benefit (provision) 4,592 (33,138 ) (970 ) — (29,516 ) (Loss) income before equity in earnings of consolidated subsidiaries (842 ) 57,043 2,462 — 58,663 Equity in earnings of consolidated subsidiaries 59,505 2,462 — (61,967 ) — Net income $ 58,663 $ 59,505 $ 2,462 $ (61,967 ) $ 58,663 Comprehensive income $ 57,824 $ 58,614 $ 1,212 $ (59,826 ) $ 57,824 Condensed Consolidating Statement of Comprehensive Income (Unaudited) Quarter Ended September 30, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 345,820 $ 15,961 $ — $ 361,781 Service revenue 28,005 72,419 6,709 (29,098 ) 78,035 Total revenue 28,005 418,239 22,670 (29,098 ) 439,816 Cost of products — (124,910 ) (7,684 ) — (132,594 ) Cost of services (29,218 ) (24,016 ) (2,272 ) 28,798 (26,708 ) Total cost of revenue (29,218 ) (148,926 ) (9,956 ) 28,798 (159,302 ) Gross profit (1,213 ) 269,313 12,714 (300 ) 280,514 Operating expenses — (182,823 ) (8,623 ) 300 (191,146 ) Operating (loss) income (1,213 ) 86,490 4,091 — 89,368 Interest expense (4,126 ) (4,126 ) — 3,865 (4,387 ) Other income 3,737 746 301 (3,865 ) 919 (Loss) income before income taxes (1,602 ) 83,110 4,392 — 85,900 Income tax benefit (provision) 3,382 (31,341 ) (1,024 ) — (28,983 ) (Loss) income before equity in earnings of consolidated subsidiaries 1,780 51,769 3,368 — 56,917 Equity in earnings of consolidated subsidiaries 55,137 3,368 — (58,505 ) — Net income $ 56,917 $ 55,137 $ 3,368 $ (58,505 ) $ 56,917 Comprehensive income $ 52,680 $ 50,857 $ (1,181 ) $ (49,676 ) $ 52,680 Condensed Consolidating Statement of Comprehensive Income (Unaudited) Nine Months Ended September 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 1,048,288 $ 42,398 $ — $ 1,090,686 Service revenue 103,173 263,292 18,241 (106,532 ) 278,174 Total revenue 103,173 1,311,580 60,639 (106,532 ) 1,368,860 Cost of products — (372,165 ) (18,996 ) — (391,161 ) Cost of services (115,810 ) (95,125 ) (5,600 ) 117,289 (99,246 ) Total cost of revenue (115,810 ) (467,290 ) (24,596 ) 117,289 (490,407 ) Gross profit (12,637 ) 844,290 36,043 10,757 878,453 Operating expenses — (566,081 ) (25,732 ) (10,757 ) (602,570 ) Operating (loss) income (12,637 ) 278,209 10,311 — 275,883 Interest expense (14,920 ) (11,171 ) (2 ) 10,812 (15,281 ) Other income 10,302 1,786 59 (10,812 ) 1,335 (Loss) income before income taxes (17,255 ) 268,824 10,368 — 261,937 Income tax benefit (provision) 11,431 (95,924 ) (2,290 ) — (86,783 ) (Loss) income before equity in earnings of consolidated subsidiaries (5,824 ) 172,900 8,078 — 175,154 Equity in earnings of consolidated subsidiaries 180,978 8,078 — (189,056 ) — Net income $ 175,154 $ 180,978 $ 8,078 $ (189,056 ) $ 175,154 Comprehensive income $ 180,298 $ 185,966 $ 11,989 $ (197,955 ) $ 180,298 Condensed Consolidating Statement of Comprehensive Income (Unaudited) Nine Months Ended September 30, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Product revenue $ — $ 1,018,518 $ 57,174 $ — $ 1,075,692 Service revenue 83,116 217,412 19,638 (86,550 ) 233,616 Total revenue 83,116 1,235,930 76,812 (86,550 ) 1,309,308 Cost of products — (355,690 ) (28,900 ) — (384,590 ) Cost of services (89,348 ) (78,770 ) (6,192 ) 90,978 (83,332 ) Total cost of revenue (89,348 ) (434,460 ) (35,092 ) 90,978 (467,922 ) Gross profit (6,232 ) 801,470 41,720 4,428 841,386 Operating expenses — (544,450 ) (28,970 ) (4,428 ) (577,848 ) Operating (loss) income (6,232 ) 257,020 12,750 — 263,538 Loss on early debt extinguishment (8,917 ) — — — (8,917 ) Interest expense (14,727 ) (10,121 ) (1 ) 9,527 (15,322 ) Other income 9,680 1,355 666 (9,527 ) 2,174 (Loss) income before income taxes (20,196 ) 248,254 13,415 — 241,473 Income tax benefit (provision) 10,671 (89,743 ) (3,481 ) — (82,553 ) (Loss) income before equity in earnings of consolidated subsidiaries (9,525 ) 158,511 9,934 — 158,920 Equity in earnings of consolidated subsidiaries 168,445 9,934 — (178,379 ) — Net income $ 158,920 $ 168,445 $ 9,934 $ (178,379 ) $ 158,920 Comprehensive income $ 150,190 $ 159,587 $ 269 $ (159,856 ) $ 150,190 Condensed Consolidating Statement of Cash Flows (Unaudited) Nine Months Ended September 30, 2016 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Net cash provided by operating activities $ 3,734 $ 196,493 $ 9,531 $ (1,637 ) $ 208,121 Cash flows from investing activities: Purchases of capital assets (18,463 ) (11,777 ) (1,975 ) — (32,215 ) Payments for acquisitions, net of cash acquired — (64,637 ) — — (64,637 ) Proceeds from company-owned life insurance policies 4,123 — — — 4,123 Other (290 ) 965 1,655 — 2,330 Net cash used by investing activities (14,630 ) (75,449 ) (320 ) — (90,399 ) Cash flows from financing activities: Proceeds from issuing long-term debt 169,000 — — — 169,000 Payments on long-term debt, including costs of debt reacquisition (185,849 ) — (24 ) — (185,873 ) Proceeds from issuing shares under employee plans 6,861 — — — 6,861 Employee taxes paid for shares withheld (2,333 ) — — — (2,333 ) Payments for common shares repurchased (44,944 ) — — — (44,944 ) Cash dividends paid to shareholders (44,127 ) — — — (44,127 ) Advances from (to) consolidated subsidiaries 121,653 (119,981 ) (1,672 ) — — Other (533 ) (1,101 ) — — (1,634 ) Net cash provided (used) by financing activities 19,728 (121,082 ) (1,696 ) — (103,050 ) Effect of exchange rate change on cash — — 2,966 — 2,966 Net change in cash and cash equivalents 8,832 (38 ) 10,481 (1,637 ) 17,638 Cash and cash equivalents, beginning of year 5,187 940 56,422 (122 ) 62,427 Cash and cash equivalents, end of period $ 14,019 $ 902 $ 66,903 $ (1,759 ) $ 80,065 Condensed Consolidating Statement of Cash Flows (Unaudited) Nine Months Ended September 30, 2015 (in thousands) Deluxe Corporation Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Total Net cash (used) provided by operating activities $ (820 ) $ 205,987 $ 10,852 $ 3,129 $ 219,148 Cash flows from investing activities: Purchases of capital assets (1,317 ) (26,094 ) (2,138 ) — (29,549 ) Payments for acquisitions, net of cash acquired (26 ) (50,907 ) — — (50,933 ) Proceeds from company-owned life insurance policies 3,973 — — — 3,973 Other (387 ) 1,182 10 — 805 Net cash provided (used) by investing activities 2,243 (75,819 ) (2,128 ) — (75,704 ) Cash flows from financing activities: Proceeds from short-term borrowings 50,000 — — — 50,000 Proceeds from issuing long-term debt 276,500 — — — 276,500 Payments on long-term debt, including costs of debt reacquisition (375,279 ) — (12 ) — (375,291 ) Proceeds from issuing shares under employee plans 5,492 — — — 5,492 Excess tax benefit from share-based employee awards 1,816 — — — 1,816 Employee taxes paid for shares withheld (1,236 ) — — — (1,236 ) Payments for common shares repurchased (46,996 ) — — — (46,996 ) Cash dividends paid to shareholders (44,965 ) — — — (44,965 ) Advances from (to) consolidated subsidiaries 132,878 (133,077 ) 199 — — Other (136 ) (92 ) (150 ) — (378 ) Net cash (used) provided by financing activities (1,926 ) (133,169 ) 37 — (135,058 ) Effect of exchange rate change on cash — — (7,032 ) — (7,032 ) Net change in cash and cash equivalents (503 ) (3,001 ) 1,729 3,129 1,354 Cash and cash equivalents, beginning of year 8,335 4,342 52,193 (3,329 ) 61,541 Cash and cash equivalents, end of period $ 7,832 $ 1,341 $ 53,922 $ (200 ) $ 62,895 |