------------------------------------------ NEW ENGLAND BUSINESS SERVICE, INC. PAYROLL STOCK OWNERSHIP PLAN Financial Statements for the Years Ended June 27, 1998 and June 28, 1997 and Supplemental Schedule as of June 27, 1998 and Independent Auditors' Report NEW ENGLAND BUSINESS SERVICE, INC. PAYROLL STOCK OWNERSHIP PLAN TABLE OF CONTENTS - ------------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF JUNE 27, 1998 AND JUNE 28, 1997 AND FOR THE YEARS THEN ENDED: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-7 SUPPLEMENTAL SCHEDULE AS OF JUNE 27, 1998 - Item 27a - Schedule of Assets Held for Investment Purposes 8 Schedules required under the Employee Retirement Income Security Act of 1974, other than the schedule listed above, are omitted because of the absence of the conditions under which the schedules are required. INDEPENDENT AUDITORS' REPORT New England Business Service, Inc. Payroll Stock Ownership Plan: We have audited the accompanying statements of net assets available for benefits of the New England Business Service, Inc. Payroll Stock Ownership Plan as of June 27, 1998 and June 28, 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the New England Business Service, Inc. Payroll Stock Ownership Plan as of June 27, 1998 and June 28, 1997, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of June 27, 1998 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 1998 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /S/Deloitte & Touche, LLP. - ---------------------------------- December 18, 1998 NEW ENGLAND BUSINESS SERVICE, INC. PAYROLL STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 27, 1998 AND JUNE 28, 1997 - --------------------------------------------------------------------------- 1998 1997 ASSETS: Investments, at fair value: New England Business Service, Inc. ("NEBS") common stock, (5,768 shares in 1998 and 18,015 shares in 1997) $186,027 $474,466 Equity Mutual Funds 271,733 - Bond Mutual Funds 20,797 - Norwest Stable Return GIC Fund (common/collective trust) 67,284 - -------- -------- NET ASSETS AVAILABLE FOR BENEFITS $545,841 $474,466 ======== ======== See notes to financial statements. - 2 - NEW ENGLAND BUSINESS SERVICE, INC. PAYROLL STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED JUNE 27, 1998 AND JUNE 28, 1997 - ------------------------------------------------------------------------------- 1998 1997 ADDITIONS: Interest and dividend income $ 19,700 $ 14,393 Net appreciation in fair value of investments 68,526 120,940 -------- -------- Total additions 88,226 135,333 DEDUCTIONS: Benefits paid to participants 16,851 13,624 -------- -------- Total deductions 16,851 13,624 -------- -------- NET INCREASE 71,375 121,709 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 474,466 352,757 -------- -------- End of year $545,841 $474,466 ======== ======== See notes to financial statements. - 3 - NEW ENGLAND BUSINESS SERVICE, INC. PAYROLL STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of the New England Business Service, Inc. Payroll Stock Ownership Plan (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. General Information - On October 26, 1984, New England Business Service, Inc. ("NEBS" or the "Company") adopted a payroll stock ownership plan. The Plan became effective as of June 25, 1983. An employee automatically becomes eligible for participation in the Plan after completing one year of defined service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan was last amended effective July 1, 1997. Administration of the Plan - The Plan is administered by the NEBS Retirement Committee (the "Plan Committee"), whose members are appointed by the Board of Directors of the Company. The Trustee of the assets of the plan is Norwest Bank Minnesota, N.A. ("Norwest"). Administrative costs of the Plan have been assumed by the Company. Company Contributions - Prior to December 31, 1986, the Company made a contribution to the Plan on behalf of each eligible employee. The amount of the contribution was 0.5% of the aggregate eligible pay of employees eligible to participate in the Plan. The contribution consisted of either common stock of the Company or cash which was then converted into shares of common stock of the Company. The Company made contributions in quarterly installments for eligible earnings through December 31, 1986, at which time the Company's contribution requirements under the Plan stopped. Investment of Contributions - Company contributions are invested in Company common stock. Prior to July 1, 1997, Company contributions could not be transferred to another investment option. In the current year, participants in the plan have the option to move existing investment balances from the Company common stock to any of the following: (1) six mutual funds; (2) fixed income investments such as investment contracts providing a guaranteed interest rate; or (3) any other investments subsequently authorized by the Plan Committee. Dividends, interest and other distributions received in any fund are reinvested in the same Fund. Vesting - Participants are fully vested with respect to Company contributions made pursuant to the Plan. All forfeitures are used to reduce future employee contributions. Withdrawals and Distributions - Contributions to the Plan, and earnings thereon, are generally payable at termination of employment due to retirement, disability, death or any other reason. Distribution payments may be made in a cash lump sum, in whole shares of Company common stock held in the employee's account in the Plan with the value of any fractional shares paid in cash, or in installments for a period not to exceed the employee's life expectancy or the joint life expectancies of the employee and beneficiary, up to a maximum of fifteen years. The form of distribution is elected in writing by the employee. Withdrawals prior to termination of employment are subject to certain limitations and restrictions. - 4 - 1. DESCRIPTION OF THE PLAN (CONTINUED) Participants' Accounts - An account is set up in the name of each participant to record Company contributions made on the participant's behalf and other transactions that occur in connection with the employee's participation in the Plan. Each fiscal quarter the participants receive a statement of account listing contributions and the number of shares of Company common stock in the account. Plan Amendment and Termination - The Company has the right to amend, suspend, or terminate the Plan, but may not do so in a way which would divest a participant of accrued benefits. If the Plan is terminated, the Trustee will distribute all assets held in the Trust, after payment of expenses, in such a manner as the Plan Committee shall determine and as may be required by law, provided, however, that Company common stock held in a participant's account will not be distributed because of termination of the Plan until eighty-four months after the date at which the stock was allocated to the account, unless the participant's employment is terminated sooner, in which case the stock will be distributed without regard to the time elapsed since its allocation. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting - The financial statements of the Plan are prepared on the accrual basis of accounting. Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Investments - Investments are stated at fair value based on quoted market prices. Distributions to Participants - Distributions to participants are recorded when paid. Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. 3. INVESTMENTS Investments that represent 5% or more of net assets available for benefits as of June 27, 1998 and June 28, 1997 are as follows: 1998 1997 Norwest Stable Return GIC Fund (common/collective trust) $ 67,284 $ - Fidelity Contra fund 78,496 - New England Business Service, Inc. common stock 186,027 474,466 Dodge & Cox Balance Fund 56,796 - Vanguard Index Trust 500 Fund 80,591 - Norwest Small-Cap Opportunities Fund 33,411 - -5- 3. INVESTMENTS (CONTINUED) The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $68,526 and $120,940, respectively, as follows: 1998 1997 At fair value based on quoted market prices: Norwest Stable Return GIC Fund (common/collective trust) $ 3,930 $ - Fidelity Contrafund 10,962 - New England Business Service, Inc. common stock 32,022 120,940 Strategic Income Fund 998 - Dodge & Cox Balanced Fund 2,215 - Vanguard Index Trust 500 14,921 - Norwest Small-Cap Opportunities 3,628 - Euro-Pacific Growth Fund (150) - -------- -------- Total $ 68,526 $120,940 ======== ======== The Plan's principal investments include the following: Norwest Stable Return GIC Fund - A collective investment trust whose underlying investments include guaranteed investment contracts. Dodge & Cox Balanced Fund - Fund invests in both equity securities and convertible bonds. Vanguard Index Trust 500 Fund - Fund invests in equity securities of large domestic companies that comprise the Standard & Poor's 500 Index. Norwest Small-Cap Opportunities Fund - Fund invests solely in investment assets of smaller companies. Fidelity Contrafund - Fund invests in equity securities of U.S. and foreign issuers, including those in emerging markets. New England Business Service, Inc. Common Stock - Invests solely in common stock of New England Business Service, Inc. 4. TAX STATUS OF THE PLAN The Plan obtained its latest determination letter, dated October 25, 1985, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the "Code"). The Plan has been amended since receiving that letter. The plan -6- administrator believes that the Plan is currently designed and being operated in compliance with applicable requirements of the Code. Accordingly, no provision for income taxes has been included in these financial statements. * * * * * * - 7 - 5. BY-FUND INFORMATION Interest and dividend income, contributions, benefits paid and net appreciation for the years ended June 27, 1998 and June 28, 1997 are as follows: Net Interest Appreciation Benefits and in Fair Value Paid Dividend of to Income Investments Participants 1998 Norwest Stable Return GIC Fund $ - $ 3,930 $ 1,701 Fidelity Contrafund 5,584 10,962 225 Stock Fund (a) 4,639 32,022 12,775 Strategic Income Fund 1,417 998 1,095 Dodge & Cox Balanced Fund 4,341 2,215 363 Vanguard Index Trust 500 Fund 1,416 14,921 304 Norwest Small-Cap Opportunities Fund 743 3,628 201 Euro-Pacific Growth Fund 1,560 (150) 187 ------- ------- ------- $19,700 $68,526 $16,851 ======= ======= ======= 1997 Stock Fund (a) 14,393 120,940 13,624 ======= ======== ======= (a) Includes NEBS common stock, money market fund and interest receivable. -8- NEW ENGLAND BUSINESS SERVICE, INC. PAYROLL STOCK OWNERSHIP PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES JUNE 27, 1998 - --------------------------------------------------------------------------------------------------- b) Identity of Issue, c) Description of Investment, Including Borrower, Lessor Maturity Date, Interest Rate, e) Current a) or Similar Party Collateral and Par or Maturity Value d) Cost Value * Norwest Stable Return GIC Fund Collective Trust, 2,597 shares $ 59,458 $ 67,284 Fidelity Contrafund Equity Income Mutual Fund, 1,437 shares 58,684 78,496 * New England Business Service, Inc. Common stock - 5,768 shares 144,208 186,028 Strategic Income Fund Bond Income Mutual Fund, 1,047 shares 20,022 20,797 Dodge & Cox Balanced Fund Equity Income Mutual Fund, 819 shares 55,437 56,795 Vanguard Index Trust 500 Fund Equity Income Mutual Fund, 765 shares 67,761 80,591 * Norwest Small-Cap Opportunities Fund Equity Income Mutual Fund, 1,413 shares 31,363 33,411 Euro-Pacific Growth Fund Equity Income Mutual Fund, 848 shares 24,228 22,439 -------- -------- $461,161 $545,841 ======== ======== * Represents party-in-interest to the Plan. - 9 -