UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
(Mark one)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ending March 31, 2000
----------------------------------------------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number: 1-7945
------------------------
DELUXE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0216800
- -------------------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3680 Victoria St., N. St. Paul, Minnesota 55126-2966
- -------------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
(651) 483-7111
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ___X___ No _______
The number of shares outstanding of registrant's common stock, par value $1.00
per share, at May 5, 2000 was 72,322,815.
1
ITEM I. FINANCIAL STATEMENTS
PART I. FINANCIAL INFORMATION
DELUXE CORPORATION AND SUBSIDIARIES
***CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars in Thousands)
March 31, 2000
(Unaudited)
(As Restated, December 31,
See Note 1) 1999
-------------- ------------
CURRENT ASSETS
Cash and cash equivalents $ 26,949 $ 140,465
Restricted custodial cash 4,247 3,429
Marketable securities 23,115 25,713
Trade accounts receivable, net of allowance for doubtful accounts of $5,509 and
$5,814, respectively 124,536 115,775
Inventories:
Raw material 3,219 3,110
Semi-finished goods 7,275 7,245
Finished goods 1,390 1,261
Supplies 14,051 15,007
Deferred advertising 15,118 17,189
Deferred income taxes 14,225 14,206
Prepaid expenses and other current assets 43,548 75,349
---------- ----------
Total current assets 277,673 418,749
---------- ----------
LONG-TERM INVESTMENTS 67,531 40,846
RESTRICTED CASH 24,470 28,939
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 40,695 41,157
Buildings and building improvements 162,776 165,028
Machinery and equipment 442,579 448,445
---------- ----------
Total 646,050 654,630
Less accumulated depreciation 358,793 359,845
---------- ----------
Property, plant, and equipment - net 287,257 294,785
INTANGIBLES
Cost in excess of net assets acquired - net 138,963 51,705
Internal use software - net 147,977 142,465
Other intangible assets - net 20,645 15,154
---------- ----------
Total intangibles 307,585 209,324
---------- ----------
Total assets $ 964,516 $ 992,643
========== ==========
2
DELUXE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars in thousands)
----------------------
March 31, 2000
(Unaudited)
(As Restated, December 31,
See Note 1) 1999
-------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 56,987 $ 60,876
Accrued liabilities:
Wages, including vacation pay 47,320 54,228
Employee profit sharing and pension 7,728 33,490
Accrued income taxes 47,187 28,405
Accrued rebates 26,577 28,281
Accrued contract losses 19,542 20,599
Other 103,236 111,330
Borrowings on lines of credit 44,528 63,100
Long-term debt due within one year 102,653 4,357
---------- ----------
Total current liabilities 455,758 404,666
---------- ----------
LONG-TERM DEBT 14,011 115,542
DEFERRED INCOME TAXES 46,329 46,322
OTHER LONG-TERM LIABILITIES 8,499 8,805
SHAREHOLDERS' EQUITY
Common shares - $1 par value (authorized 500,000,000 shares; issued: 2000 -
72,219,425 shares; 1999 - 72,019,898 shares) 72,219 72,020
Additional paid-in capital 6,018
Retained earnings 363,102 346,617
Unearned compensation (4) (47)
Accumulated other comprehensive income (1,416) (1,282)
---------- ----------
Shareholders' equity 439,919 417,308
---------- ----------
Total liabilities and shareholders' equity $ 964,516 $ 992,643
========== ==========
See Notes to Unaudited Consolidated Financial Statements***
3
DELUXE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Dollars in Thousands, Except per Share Amounts)
(Unaudited)
QUARTERS ENDED
MARCH 31,
--------
2000 1999
---- ----
NET SALES $ 404,426 $ 414,077
Cost of sales 171,684 186,078
---------- ----------
GROSS MARGIN 232,742 227,999
OPERATING EXPENSES
Selling, general and administrative 158,634 149,023
Research and development 1,301 679
---------- ----------
Total operating expenses 159,935 149,702
---------- ----------
Income from operations 72,807 78,297
OTHER INCOME (EXPENSE)
Other income 1,773 1,604
Interest expense (3,681) (1,782)
---------- ----------
INCOME BEFORE INCOME TAXES 70,899 78,119
PROVISION FOR INCOME TAXES 26,577 30,086
---------- ----------
NET INCOME $ 44,322 $ 48,033
========== ==========
NET INCOME PER SHARE - BASIC $ 0.61 $ 0.60
NET INCOME PER SHARE - DILUTED $ 0.61 $ 0.60
CASH DIVIDENDS PER COMMON SHARE $ 0.37 $ 0.37
See Notes to Unaudited Consolidated Financial Statements
4
DELUXE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Dollars in Thousands)
(Unaudited)
QUARTERS ENDED
MARCH 31,
---------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 44,322 $ 48,033
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 11,082 14,256
Amortization of intangibles 10,920 6,221
Asset impairment charges 60
Stock purchase discount 919 1,270
Changes in assets and liabilities, net of effects from acquisitions
and sales of businesses:
Restricted cash 3,651 (480)
Trade accounts receivable (8,171) 8,116
Inventories 756 1,552
Accounts payable (4,214) 4,309
Other assets and liabilities (27,173) (83,007)
---------- ----------
Net cash provided by operating activities 32,092 330
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of marketable securities with maturities of more than 3 months 2,542 9,637
Purchases of marketable securities with maturities of more than 3 months (4,993)
Purchases of capital assets (20,901) (25,597)
Payments for acquisitions, net of cash acquired (115,991) (13,038)
Net proceeds from sales of businesses, net of cash sold 18,342
Proceeds from sales of capital assets 11,480 28
Loans to others 32,500
Other (6,329) 532
---------- ----------
Net cash used in investing activities (96,699) (15,089)
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on lines of credit (19,255)
Payments on long-term debt (635) (5,594)
Payments to retire common stock (936) (47,704)
Proceeds from issuing stock under employee plans 2,756 7,146
Cash dividends paid to shareholders (26,712) (29,574)
---------- ----------
Net cash used in financing activities (44,782) (75,726)
NET CASH USED BY CERTAIN INTERNATIONAL OPERATIONS DURING DECEMBER, 1999 (SEE
NOTE 9) (4,127)
---------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (113,516) (90,485)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 140,465 268,389
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,949 $ 177,904
========== ==========
See Notes to Unaudited Consolidated Financial Statements
5
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
***1. The consolidated balance sheet as of March 31, 2000, the consolidated
statements of income for the quarters ended March 31, 2000 and 1999, and the
consolidated statements of cash flows for the quarters ended March 31, 2000 and
1999 are unaudited. In the opinion of management, all adjustments necessary for
a fair presentation of such financial statements are included. Other than those
discussed in the notes below, such adjustments consist only of normal recurring
items. Interim results are not necessarily indicative of results for a full
year. The consolidated financial statements and notes are presented in
accordance with instructions for Form 10-Q, and do not contain certain
information included in the Company's consolidated annual financial statements
and notes. The consolidated financial statements and notes appearing in this
Report should be read in conjunction with the Company's consolidated audited
financial statements and related notes included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.
Subsequent to the issuance of the Company's consolidated financial statements as
of and for the quarter ended March 31, 2000, the Company determined that $100
million of notes due in 2001 should be classified as a current liability rather
than as long-term debt. Accordingly, the Company's consolidated financial
statements as of March 31, 2000 and for the quarter then ended have been
restated from amounts previously reported to reflect the impact of this
adjustment.***
2. The Company's total comprehensive income for the quarters ended March
31, 2000 and 1999 was $44.2 million and $47.9 million, respectively. The
Company's total comprehensive income consists of net income, unrealized holding
gains and losses on securities and foreign currency translation adjustments.
3. The following table reflects the calculation of basic and diluted
earnings per share (dollars and shares outstanding in thousands, except per
share amounts).
Quarters Ended
March 31,
2000 1999
- --------------------------------------------------------------------------------
Net income per share-basic:
Net income $ 44,322 $ 48,033
Weighted average shares outstanding 72,135 79,961
- --------------------------------------------------------------------------------
Net income per share-basic $ .61 $ .60
================================================================================
Net income per share-diluted:
Net income $ 44,322 $ 48,033
- --------------------------------------------------------------------------------
Weighted average shares outstanding 72,135 79,961
Dilutive impact of options 67 257
Shares contingently issuable 3 9
- --------------------------------------------------------------------------------
Weighted average shares and potential
dilutive shares outstanding 72,205 80,227
- --------------------------------------------------------------------------------
Net income per share-diluted $ .61 $ .60
================================================================================
4. As of March 31, 2000, the Company had committed lines of credit for
$450.0 million available for borrowing and as support for commercial paper. The
average amount drawn on these lines during the first three months of 2000 was
$46.3 million at a weighted average interest rate of 6.19%. As of March 31,
2000, $40.0 million was outstanding under these lines of credit at an interest
rate of 6.07%. The average amount drawn on these lines during 1999 was $39.8
million at a weighted average interest rate of 6.39%. As of December 31, 1999,
$60.0 million was outstanding under these lines of credit at an interest rate of
6.39%. The Company issued no commercial paper during the first three months of
2000 or during 1999.
The Company also had a $10.0 million line of credit, denominated in Indian
rupees, available to its international operations at an interest rate of 15.81%.
The average amount drawn on this line during the first three months of 2000 was
$4.1 million. As of March 31, 2000, $4.5 million was outstanding. The average
amount drawn on this line during 1999 was $2.7 million. As of December 31, 1999,
$3.1 million was outstanding.
The Company had uncommitted bank lines of credit of $40.0 million available at
variable interest rates. The average amount drawn on these lines of credit
during the first three months of 2000 was $51,000 at a weighted-average interest
rate
6
of 6.07%. The average amount drawn on these lines of credit during 1999 was $1.5
million at a weighted-average interest rate of 5.12%. As of March 31, 2000 and
December 31, 1999, no amounts were outstanding under these lines of credit.
The Company has a shelf registration in place for the issuance of up to $300.0
million in medium-term notes. Such notes could be used for general corporate
purposes, including working capital, capital expenditures, possible acquisitions
and repayment or repurchase of outstanding indebtedness and other securities of
the Company. As of March 31, 2000 and December 31, 1999, no such notes were
issued or outstanding.
5. During 1997, a judgment was entered against the Company in the U.S.
District Court for the Western District of Pennsylvania. The case was brought
against the Company by Mellon Bank (Mellon) in connection with a potential bid
to provide electronic benefit transfer services for the Southern Alliance of
States. In September 1997, the Company recorded a pretax charge of $40.0 million
to reserve for this judgment and other related costs.
In January 1999, the United States Court of Appeals for the Third Circuit
affirmed the judgment of the district court and the Company paid $32.2 million
to Mellon in February 1999. The portion of the reserve remaining after the
payment of this judgment ($2.1 million) was reversed and is reflected in other
income in the consolidated statement of income for the three months ended March
31, 1999.
6. The Company's consolidated balance sheets reflect restructuring accruals
of $12.8 million and $15.1 million as of March 31, 2000 and December 31, 1999,
respectively, for employee severance costs, and $0.1 million and $1.1 million as
of March 31, 2000 and December 31, 1999, respectively, for estimated losses on
asset dispositions.
During the first quarter of 1999, restructuring accruals of $2.0 million were
reversed. These reversals related to the Company's decision in 1999 to retain
the international operations of its Electronic Payment Solutions segment. These
reversals are reflected in selling, general and administrative (SG&A) expense in
the consolidated statement of income for the three months ended March 31, 1999.
The cumulative activity of the severance portion of the Company's restructuring
accruals as of March 31, 2000 is as follows (dollars in millions):
SG&A Reductions
Check Printing Plant & Direct Mail
Closings/Other(1) Production(2) Total
--------------------------------------------------------------------------
No. of No. of No. of
employees employees employees
affected Amount affected Amount affected Amount
--------------------------------------------------------------------------
Original accrual 4,970 $ 68.0 860 $ 21.2 5,830 $ 89.2
Severance paid (4,280) (57.4) (320) (7.6) (4,600) (65.0)
Adjustments to
accrual (545) (5.9) (270) (5.5) (815) (11.4)
--------------------------------------------------------------------------
Balance,
March 31, 2000 145 $ 4.7 270 $ 8.1 415 $ 12.8
--------------------------------------------------------------------------
(1) Includes charges recorded in 1996 and 1998 for plans to close financial
institution check printing plants and charges recorded in 1996 and 1997 for
reductions in support functions at corporate operations and other businesses.
(2) Includes charges recorded in 1998 for the Company's initiatives to reduce
SG&A expense and discontinue production of direct mail products.
The majority of the remaining severance costs are expected to be paid in 2000
with cash generated from the Company's operations.
7
The remaining accrual for estimated losses on asset dispositions as of March 31,
2000 relates to charges recorded in 1996 and 1998 for plans to close financial
institution check printing plants. These plant closures were completed during
the first quarter of 2000. Through March 31, 2000, losses of $14.9 million on
the disposition of the assets of these plants have been applied against the
restructuring reserves.
7. In February 2000, the Company acquired all of the outstanding shares of
Designer Checks for $97.0 million in cash. Designer Checks produces specialty
design checks and related products for direct sale to consumers and is included
in the Company's Paper Payment Systems segment. This acquisition was accounted
for under the purchase method of accounting. Accordingly, the consolidated
financial statements of the Company include the results of this business
subsequent to its acquisition date. The purchase price was allocated to the
assets acquired and liabilities assumed based on their fair values on the date
of purchase. Total cost in excess of net assets acquired in the amount of $88.8
million was reflected as goodwill and is being amortized over 15 years.
8. In March 2000, the Company paid cash of $20.0 million for an
approximately 24% interest in a limited liability company that provides
automated teller machine management and outsourcing services to retailers and
financial institutions. This investment is being accounted for under the equity
method of accounting and is included in other long-term investments in the
Company's consolidated balance sheet as of March 31, 2000. The Company's
consolidated financial statements reflect the results of this business
subsequent to its acquisition date in other income (expense) within the
Company's Electronic Payment Solutions segment. The difference between the
carrying value of the investment and the underlying equity in the net assets of
the limited liability company is being accounted for in the same manner as
goodwill and is being amortized over 15 years.
9. Effective January 1, 2000, certain of the Company's non-U.S.
subsidiaries which had previously reported their results of operations and
financial position on a one-month lag changed their reporting dates to coincide
with the rest of the Company's subsidiaries. These subsidiaries implemented the
Company's central accounting and financial reporting system in January 2000,
allowing them to reflect financial results on a more timely basis. The results
of operations for these subsidiaries for the month of December 1999 were
excluded from the Company's statements of income and were reflected as an
adjustment to retained earnings in the first quarter of 2000. These businesses
generated a net loss of $1.1 million in the month of December 1999.
10. The Company has organized its business units into four operating
segments based on the nature of the products and services offered by each: Paper
Payment Systems, Electronic Payment Solutions, Professional Services and
Government Services. Paper Payment Systems provides check printing services to
financial services companies and markets checks and business forms directly to
households and small businesses. Electronic Payment Solutions provides
comprehensive electronic payment management solutions that combine transaction
processing with decision support and risk management tools to the financial
services and retail industries. Professional Services provides information
technology development, maintenance and support and business process management
services to financial services companies and to all of the Company's businesses.
Government Services provides electronic benefit transfer services and online
medical eligibility verification services to state and local governments. In
December 1999, the Company sold its collections business. The results of this
business are not included in the Company's segment information, but are included
in the Company's reconciliations to consolidated amounts. The Company's segments
operate primarily in the United States. The Electronic Payment Solutions and
Professional Services segments also have international operations.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies as presented in the Company's notes
to the consolidated financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999. In evaluating segment
performance, management focuses on income from operations, net income and
earnings before interest, income taxes, depreciation and amortization (EBITDA).
The income from operations measurement utilized by management excludes special
charges (e.g., certain restructuring charges, asset impairment charges, certain
one-time charges that management believes are not reflective of on-going
operations, etc.). During the first quarters of 2000 and 1999, no such charges
were excluded from the segments' operating results.
During the three months ending March 31, 1999, holding company expenses were
allocated to the segments as a fixed percentage of segment revenues. This
allocation included expenses for various support functions such as human
resources, information services and finance and included depreciation and
amortization expense related to holding company assets. The corresponding
corporate asset balances were also allocated to the segments. During the three
months ending March 31, 2000, the majority of the costs for these support
functions were incurred directly by the operating segments. The remaining
holding company expenses were
8
allocated to the segments based on estimates of the costs which would have been
incurred by the operating segments if they were stand-alone, independent
entities. Intersegment sales are generally based on current market pricing.
Prior to the acquisition of the remaining 50% interest in HCL-Deluxe, N.V. in
April 1999, the results of this business were recorded under the equity method
of accounting. As such, the Company recorded its 50% ownership in HCL-Deluxe,
N.V.'s results of operations prior to the acquisition in other expense in the
consolidated statements of income. To be consistent with management reporting,
the entire results of the joint venture for the pre-acquisition period are
reflected in the business segment information for the Professional Services
segment as if the business had been a consolidated entity.
Segment information for the quarters ended March 31, 2000 and 1999 is as follows
(dollars in thousands):
Paper Electronic
QUARTER ENDED Payment Payment Professional Government Total
MARCH 31, 2000 Systems Solutions Services Services Segments
- ---------------------------------------------------------------------------------------------------------
Net sales to external
customers $ 319,812 $ 69,086 $ 3,738 $ 11,790 $ 404,426
Intersegment sales 238 17,143 17,381
Operating income (loss) 77,700 1,849 (1,143) 2,035 80,441
Net income (loss) 55,404 796 (777) 1,198 56,621
EBITDA 91,834 7,460 (268) 2,035 101,061
Depreciation and
amortization expense 15,446 5,665 874 21,985
Segment assets 559,694 252,795 37,080 24,336 873,905
Capital purchases 12,087 6,684 2,113 20,884
- ---------------------------------------------------------------------------------------------------------
Paper Electronic
QUARTER ENDED Payment Payment Professional Government Total
MARCH 31, 1999 Systems Solutions Services Services Segments
- ---------------------------------------------------------------------------------------------------------
Net sales to external
customers $ 311,871 $ 56,488 $ 1,755 $ 11,310 $ 381,424
Intersegment sales 58 792 850
Operating income (loss) 75,806 6,137 (650) 179 81,472
Net income (loss) 65,851 4,045 (636) 590 69,850
EBITDA 88,349 11,120 (557) 2,273 101,185
Depreciation and
amortization expense 13,913 4,998 93 19,004
Segment assets 525,997 174,135 8,575 36,909 745,616
Capital purchases 17,389 7,537 145 77 25,148
- ---------------------------------------------------------------------------------------------------------
9
Segment information reconciles to consolidated amounts as follows (dollars in
thousands):
Quarters Ended
March 31,
- --------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 2000 1999
- --------------------------------------------------------------------------------
Total segment net sales to external customers $ 404,426 $ 381,424
Divested businesses not included in segments 34,408
Professional Services pre-acquisition elimination (1,755)
- --------------------------------------------------------------------------------
Total consolidated net sales to external customers $ 404,426 $ 414,077
- --------------------------------------------------------------------------------
Quarters Ended
March 31,
- --------------------------------------------------------------------------------
OPERATING INCOME 2000 1999
- --------------------------------------------------------------------------------
Total segment operating income $ 80,441 $ 81,472
Divested businesses not included in segments 2,534
Professional Services pre-acquisition elimination 647
Unallocated holding company expenses (7,634) (6,356)
- --------------------------------------------------------------------------------
Total consolidated operating income $ 72,807 $ 78,297
- --------------------------------------------------------------------------------
Holding company expenses for both periods consist primarily of charges for
certain liabilities that are not allocated to the segments.
Quarters Ended
March 31,
- --------------------------------------------------------------------------------
NET INCOME 2000 1999
- --------------------------------------------------------------------------------
Total segment net income $ 56,621 $ 69,850
Divested businesses not included in segments 813
Professional Services pre-acquisition elimination (185)
Unallocated holding company expenses (12,299) (22,445)
- --------------------------------------------------------------------------------
Total consolidated net income $ 44,322 $ 48,033
- --------------------------------------------------------------------------------
Unallocated holding company expenses affecting net income consist of charges for
certain liabilities that are not allocated to the segments, interest expense,
investment income and related income tax expense.
Quarters Ended
March 31,
- --------------------------------------------------------------------------------
DEPRECIATION AND AMORTIZATION EXPENSE 2000 1999
- --------------------------------------------------------------------------------
Total segment depreciation and amortization
expense $ 21,985 $ 19,004
Divested businesses not included in segments 1,540
Professional Services pre-acquisition elimination (93)
Unallocated holding company expense 17 26
- --------------------------------------------------------------------------------
Total consolidated depreciation and amortization
expense $ 22,002 $ 20,477
- --------------------------------------------------------------------------------
10
March 31,
TOTAL ASSETS 2000 1999
- --------------------------------------------------------------------------------
Total segment assets $ 873,905 $ 745,616
Assets of divested businesses not included in
segments 74,723
Professional Services pre-acquisition elimination (6,950)
Unallocated holding company assets 90,611 262,772
- --------------------------------------------------------------------------------
Total consolidated assets $ 964,516 $1,076,161
- --------------------------------------------------------------------------------
Unallocated holding company assets consist primarily of cash, investments and
deferred tax assets relating to holding company activities.
Quarters Ended
March 31,
- --------------------------------------------------------------------------------
CAPITAL PURCHASES 2000 1999
- --------------------------------------------------------------------------------
Total segment capital purchases $ 20,884 $ 25,148
Divested businesses not included in segments 581
Professional Services pre-acquisition elimination (145)
Holding company capital purchases 17 13
- --------------------------------------------------------------------------------
Total consolidated capital purchases $ 20,901 $ 25,597
- --------------------------------------------------------------------------------
Revenues are attributed to geographic areas based on the location of the assets
producing the revenues. The Company's operations by geographic area are as
follows (in thousands):
Net Sales to External Customers
Quarters Ended Long-Lived Assets
March 31, March 31,
- --------------------------------------------------------------------------------
2000 1999 2000 1999
---- ---- ---- ----
United States $ 400,506 $ 409,036 $ 281,287 $ 331,720
Foreign countries 3,920 5,041 5,970 3,232
- --------------------------------------------------------------------------------
Total consolidated $ 404,426 $ 414,077 $ 287,257 $ 334,952
- --------------------------------------------------------------------------------
11. In January 2000, the Company announced that its board of directors
approved a plan to combine its Electronic Payment Solutions, Professional
Services and Government Services businesses into a separate, independent,
publicly traded company called eFunds Corporation (eFunds).
The Company has announced that eFunds plans to issue shares of its common stock
to the public through an initial public offering. After this offering, the
Company will own at least 80.1% of eFunds' outstanding shares. In April 2000,
eFunds filed a registration statement with the Securities and Exchange
Commission (SEC) for an initial public offering of its common stock. The
registration statement has been filed with the SEC, but it has not yet become
effective. The Company plans to distribute all of its shares of eFunds common
stock to its shareholders who tender shares of the Company's common stock in a
an exchange offer (the Split-off). The Company has requested a private letter
ruling from the Internal Revenue Service (IRS) that the Split-off would be a
tax-free transaction to the Company and its shareholders. The Split-off is
contingent upon the Company receiving a favorable tax ruling from the IRS. In
accordance with Emerging Issues Task Force (EITF) 96-4, "Accounting for
Reorganizations Involving a Non-pro Rata Split-off of Certain Nonmonetary Assets
to Owners," and Accounting Principles Board Opinion No. 29, "Accounting for
Nonmonetary Transactions," Deluxe will account for the Split-off as a non-pro
rata split-off of a segment of a business in a corporate plan of
reorganization and will account for the transaction at fair value.
11
As part of the Split-off, the Company and eFunds have entered into various
agreements that address the allocation of assets and liabilities between them
and that define their relationship after the separation. The agreements relate
to matters such as consummation of the public offering and the Split-off,
registration rights for the Company, intercompany loans, software development
and business process management services, indemnification, data sharing, real
estate matters, tax sharing and transition services.
12. In April 2000, the Company completed negotiations with the prime
contractor for a state coalition for which the Company's Government Services
segment provides electronic benefit transfer services. Prior to this, the
Company and the prime contractor were operating without a binding, legally
enforceable contract. The Company will increase its provision for expected
future losses on long-term contracts by approximately $12.2 million in the
second quarter of 2000 to reflect the fact that the Company now has a definitive
agreement with this contractor.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
***Subsequent to the issuance of the Company's consolidated financial
statements as of and for the quarter ended March 31, 2000, the Company
determined that $100 million of notes due in 2001 should be classified as a
current liability rather than as long-term debt. Accordingly, the Company's
consolidated financial statements as of March 31, 2000 and for the quarter then
ended have been restated from amounts previously reported to reflect the impact
of this adjustment.***
Company Profile
The Company has organized its business units into four operating segments based
on the nature of the products and services offered by each: Paper Payment
Systems, Electronic Payment Solutions, Professional Services and Government
Services. Paper Payment Systems provides check printing services to financial
services companies and markets checks and business forms directly to households
and small businesses. Electronic Payment Solutions provides comprehensive
electronic payment management solutions that combine transaction processing with
decision support and risk management tools to the financial services and retail
industries. Professional Services provides information technology development,
maintenance and support and business process management services to financial
services companies and to all of the Company's businesses. Government Services
provides electronic benefit transfer services and online medical eligibility
verification services to state and local governments. After its current
contractual commitments expire in 2006, the Company intends to exit the
Government Services business, although during the wind-down period the Company
intends to continue to take steps to improve the profitability of the business.
In December 1999, the Company sold its collections business, which did not fit
into the Company's new business model. The Company's segments operate primarily
in the United States. The Electronic Payment Solutions and Professional Services
segments also have international operations.
Results of Operations - Quarter Ended March 31, 2000 Compared to the Quarter
Ended March 31, 1999
NET SALES - Net sales were $404.4 million for the first quarter of 2000, down
2.3% from the first quarter of 1999 when sales were $414.1 million. 1999 sales
included $34.4 million of sales from the Company's collections business which
was sold in December 1999. With these sales excluded from 1999, net sales
increased 6.5% in 2000.
Paper Payment Systems' net sales increased $7.9 million, or 2.5%, to $319.8
million in the first quarter of 2000 from $311.9 million in the first quarter of
1999. This increase was due, in part, to the acquisition of Designer Checks in
February 2000. Additionally, the segment experienced volume increases in its
business forms and direct checks businesses, as well as increased revenue per
unit for both its financial institution and direct check printing businesses.
Partially offsetting these improvements was a decrease in volume for the
financial institution check printing business due to lost customers. The loss of
business was due primarily to competitive pricing requirements that fell below
the segment's revenue and profitability per unit targets.
Electronic Payment Solutions' net sales increased $12.8 million, or 22.6%, to
$69.3 million in the first quarter of 2000 from $56.5 million in the first
quarter of 1999. This increase was due to higher volume for the segment's
electronic funds transfer (EFT) processing, account verification and collections
services. Additionally, revenue per inquiry for the segment's account
verification services increased. EFT transaction volume increased 23.0% in 2000
and account verification inquiries increased 21.3%. Several new customers were
added in the first quarter of 2000 for newer decision support and risk
management products such as Qualifile and FraudFinder.
12
Professional Services' net sales of $20.9 million in the first quarter of 2000
represents an increase over 1999, as this business was acquired in April 1999.
Sales to external customers in the first quarter of 2000 were $3.7 million.
While the net sales for this segment were not included in the Company's
consolidated statement of income for the first quarter of 1999, its net sales
increased $18.3 million as compared to the first quarter of 1999. This growth
was due primarily to the initiation of business process management and software
development outsourcing services for the other segments of the Company and also
included sales to new clients and increased sales to existing clients.
Government Services' net sales increased $0.5 million, or 4.2%, to $11.8 million
in the first quarter of 2000 from $11.3 million in the first quarter of 1999.
This increase was due to the roll-out of electronic benefit transfer services in
additional states during early 1999 and price increases on contract extensions
for online medical eligibility verification services. The Company expects the
revenues of this segment to decrease as existing contracts expire.
GROSS MARGIN - Gross margin for the Company was 57.5% in the first quarter of
2000 compared to 55.1% in the first quarter of 1999. This increase was partially
due to the sale of the Company's collections business in December 1999. That
business had a gross margin of 34.0% in the first quarter of 1999. Additionally,
margins for the Company's existing businesses showed improvement over 1999.
Paper Payment Systems' gross margin increased to 64.5% in the first quarter of
2000 from 61.4% in the first quarter of 1999. This increase was due to cost
reductions realized from closing financial institution check printing plants,
continuing process improvements within all businesses and the loss of lower
margin customers within the financial institution check printing business. The
last of the scheduled check printing plant closings was completed during the
first quarter of 2000. The Company plans to continue its process improvements
and increase sales of higher margin products in 2000.
Electronic Payment Solutions' gross margin increased to 43.8% in the first
quarter of 2000 from 41.3% in the first quarter of 1999. This improvement was
due primarily to an increase in online customer inquiries, which have lower
costs than telephone inquiries.
Professional Services, which was acquired in April 1999, contributed a gross
margin of 39.7% in the first quarter of 2000. This compares favorably with the
31.0% gross margin realized by this business in the first quarter of 1999, prior
to the inclusion of its results in the Company's consolidated financial
statements. This increase was due to the execution of more profitable contracts,
less reliance on sub-contractors and an increasing portion of work being
performed offshore where margins are higher.
Gross margin for Government Services increased to 30.4% in the first quarter of
2000 from 12.1% in the first quarter of 1999. This increase was due primarily to
higher installation costs experienced in the first quarter of 1999 as new
states were rolled out during that timeframe.
SELLING, GENERAL AND ADMINSTRATIVE (SG&A) EXPENSE - SG&A expense increased $9.6
million, or 6.4%, from the first quarter of 1999. The increase is due to a
number of factors including the acquisitions of the Professional Services
segment and Designer Checks, as well as increased marketing expenses for new and
existing products. This increase was partially offset by the sale of the
Company's collections business in December 1999. This business had $9.2 million
of SG&A expense in the first quarter of 1999.
Paper Payment Systems' SG&A expense increased 10.6% from the first quarter of
1999. This reflects an increase within the financial institution check printing
business resulting from increased spending on internet commerce infrastructure,
as well as increased marketing expenses for the direct mail check business as it
continues to emphasize new customer acquisition. Additionally, the segment
experienced increased SG&A expense due to the acquisition of Designer Checks in
February 2000.
Electronic Payment Solutions' SG&A expense increased 67.3% from the first
quarter of 1999 due to several factors, including additional promotional
advertising geared toward creating brand awareness, infrastructure investments,
and increased consulting, retention, recruiting and relocation expenses.
Additionally, in 1999, the Company reversed $2.0 million of restructuring
accruals from prior periods related to the Company's decision to retain the
international operations of this segment.
13
SG&A expense for Professional Services was $9.4 million in the first quarter of
2000. This compares to expense of $1.3 million in the first quarter of 1999,
when the results of this business were not included within the Company's
consolidated financial statements. The increase in expense was due to
infrastructure investments including the addition of staff, the establishment
and expansion of regional offices in the United States and the completion and
staffing of a software development center and business process management
facility in India. Additionally, the acquisition of this business resulted in
goodwill amortization expense beginning in April 1999.
Government Services' SG&A expense increased 30.0%, or $0.4 million, from the
first quarter of 1999 due primarily to bad debt expense relating to accounts
receivable deemed to be uncollectible.
RESEARCH AND DEVELOPMENT (R&D) EXPENSE - R&D expense increased to $1.3 million,
or 0.3% of net sales, in the first quarter of 2000 compared to $0.7 million, or
0.2% of net sales, in the first quarter of 1999. The majority of the increase
occurred within the Paper Payment Systems segment due to research into advances
in printing technologies and operational platforms.
OTHER INCOME (EXPENSE) - Other expense increased $1.7 million from the first
quarter of 1999 due primarily to the 1999 reversal of $2.1 million of reserves
for legal proceedings and an increase in interest expense of $1.9 million due to
increased borrowings in 2000. These increases were partially offset by the fact
that the losses of the Professional Services segment were no longer included in
other expense after April 1999 when the Company began consolidating this
business' results of operations in its consolidated financial statements.
PROVISION FOR INCOME TAXES - The Company's effective tax rate decreased to 37.5%
for the first three months of 2000 from 38.5% for the comparable period in 1999
due primarily to decreased state tax expense as a result of various tax
reduction initiatives undertaken by the Company.
NET INCOME - Net income for the first quarter of 2000 decreased to $44.3
million, compared to $48.0 million for the first quarter of 1999. The Company's
improved gross margin and lower tax rate were offset by increased SG&A expense
related to internet commerce and other infrastructure investments, increased
marketing expenses within the direct mail check printing and Electronic Payment
Solutions businesses and increased goodwill amortization due to acquisitions.
Additionally, results for the first quarter of 1999 included the $2.1 million
reversal of reserves for legal proceedings, as well as the reversal of $2.0
million of restructuring reserves related to the Company's decision to retain
the international operations of the Electronic Payment Solutions segment.
Financial Condition - Liquidity
Cash provided by operations represents the Company's primary source of working
capital and the source for financing capital expenditures and paying cash
dividends.
Cash provided by operations was $32.1 million for the first three months of
2000, compared with $0.3 million for the first three months of 1999. A majority
of the increase is due to a payment of $32.2 million in February 1999 resulting
from a judgment in a lawsuit involving the Government Services segment.
***The Company's working capital on March 31, 2000 was a negative $178.1 million
compared to $14.1 million on December 31, 1999. The Company's current ratio on
March 31, 2000 was 0.6 to 1, compared to 1.0 to 1 on December 31, 1999. The
decreases in working capital and the current ratio are due to the use of cash
during the first three months of 2000 to complete two acquisitions, as well as
the fact that formerly long-term debt of $100.0 million is payable in February
2001. Thus, the debt is classified in current liabilities in the consolidated
balance sheet at March 31, 2000.***
Cash used in investing activities was $96.7 million in the first quarter of 2000
and $15.1 million in the first quarter of 1999. The most significant use of cash
for investing activities was the payment of $116.0 million in 2000 to complete
an acquisition and to purchase an investment interest in a limited liability
company. The Company paid $13.0 million in 1999 to complete one acquisition.
Purchases of capital assets totaled $20.9 million in 2000 and $25.6 million in
1999. Sources of investing cash flows were the sales of businesses and capital
assets and the collection of a note receivable arising from short-term financing
provided in 1999 on sales of facilities. These activities generated investing
cash inflows of $44.0 million in the first quarter of 2000 and $18.4 million in
the first quarter of 1999.
14
Cash used in financing activities was $44.8 million for the first quarter of
2000 and $75.7 million for the first quarter of 1999. The primary uses of cash
for financing activities were repayments of debt and the payment of dividends to
shareholders. These activities used cash of $46.6 million during the first
quarter of 2000 and $35.2 million during the first quarter of 1999.
Additionally, payments to repurchase common stock were $0.9 million in 2000 and
$47.7 million in 1999. The primary source of cash from financing activities is
the issuance of common stock to employees under the Company's stock purchase
plan. Common stock issued to employees generated financing cash inflows of $2.8
million for the first quarter of 2000 and $7.1 million for the first quarter of
1999.
Financial Condition - Capital Resources
As of March 31, 2000, the Company had committed lines of credit for $450.0
million available for borrowing and as support for commercial paper. The average
amount drawn on these lines during the first three months of 2000 was $46.3
million at a weighted average interest rate of 6.19%. As of March 31, 2000,
$40.0 million was outstanding under these lines of credit at an interest rate of
6.07%. The average amount drawn on these lines during 1999 was $39.8 million at
a weighted average interest rate of 6.39%. As of December 31, 1999, $60.0
million was outstanding under these lines of credit at an interest rate of
6.39%. The Company issued no commercial paper during the first three months of
2000 or during 1999.
The Company also had a $10.0 million line of credit, denominated in Indian
rupees, available to its international operations at an interest rate of 15.81%.
The average amount drawn on this line during the first three months of 2000 was
$4.1 million. As of March 31, 2000, $4.5 million was outstanding. The average
amount drawn on this line during 1999 was $2.7 million. As of December 31, 1999,
$3.1 million was outstanding.
The Company had uncommitted bank lines of credit of $40.0 million available at
variable interest rates. The average amount drawn on these lines of credit
during the first three months of 2000 was $51,000 at a weighted-average interest
rate of 6.07%. The average amount drawn on these lines of credit during 1999 was
$1.5 million at a weighted-average interest rate of 5.12%. As of March 31, 2000
and December 31, 1999, no amounts were outstanding under these lines of credit.
The Company has a shelf registration in place for the issuance of up to $300.0
million in medium-term notes. Such notes could be used for general corporate
purposes, including working capital, capital expenditures, possible acquisitions
and repayment or repurchase of outstanding indebtedness and other securities of
the Company. As of March 31, 2000 and December 31, 1999, no such notes were
issued or outstanding.
Outlook/Recent Developments
In January 2000, the Company announced that its board of directors approved a
plan to combine its Electronic Payment Solutions, Professional Services and
Government Services segments into a separate, independent, publicly traded
company to be called eFunds Corporation (eFunds). Management believes that the
plan to split-off the Company's higher growth businesses is consistent with its
strategy to create strategically focused enterprises that can independently
pursue their business objectives, raise capital and pursue growth opportunities
in their respective markets. Management also believes that splitting-off its
electronic payment and e-commerce related businesses into a publicly traded
company maximizes shareholder value.
The Company has announced that eFunds plans to issue shares of its common stock
to the public through an initial public offering. After this offering, the
Company will continue to own at least 80.1% of eFunds' outstanding shares. In
April 2000, eFunds filed a registration statement with the Securities and
Exchange Commission (SEC) for an initial public offering of its common stock.
The registration statement has been filed with the SEC, but it has not yet
become effective. The Company plans to distribute all of its shares of eFunds'
common stock to its shareholders who tender shares of the Company's common stock
in an exchange offer (the Split-off). The Company has requested a private letter
ruling from the Internal Revenue Service (IRS) that the Split-off would be a
tax-free transaction to the Company and its shareholders. The Split-off is
contingent upon the Company receiving a favorable tax ruling from the IRS.
15
As part of the Split-off, the Company and eFunds will enter into various
agreements that address the allocation of assets and liabilities between them
and that define their relationship after the separation. The agreements relate
to matters such as consummation of the public offering and the Split-off,
registration rights for the Company, intercompany loans, software development
and business process management services, indemnification, data sharing, real
estate matters, tax sharing and transition services.
The Company will incur additional costs and expenses associated with the IPO and
the Split-off. A portion of these costs will be expensed in future periods and a
portion is expected to be netted against the proceeds from the public offering.
Should the IPO not occur, these costs would also be expensed in future periods.
In April 2000, the Company completed negotiations with the prime contractor for
a state coalition for which the Company's Government Services segment provides
electronic benefit transfer services. Prior to this, the Company and the prime
contractor were operating without a binding, legally enforceable contract. The
Company will increase its provision for expected future losses on long-term
contracts by approximately $12.2 million in the second quarter of 2000 to
reflect the fact that the Company now has a definitive agreement with this
contractor
Item 3. Quantitative and Qualitative Disclosure About Market Risk
As of March 31, 2000, the Company had an investment portfolio of fixed income
securities, excluding those classified as cash and cash equivalents, of $23.1
million. These securities, like all fixed income instruments, are subject to
interest rate risk and will decline in value if market interest rates increase.
However, the Company has the ability to hold its fixed income investments until
maturity and therefore would not expect to recognize an adverse impact on net
income or cash flows.
As of March 31, 2000, the Company has an outstanding balance of $4.5 million on
a line of credit denominated in Indian rupees. The rate on this debt remains
fixed for the term of the borrowing. The funds borrowed are used exclusively
within India to pay for expenses denominated in Indian rupees.
The Company operates internationally, and so it is subject to potentially
adverse movements in foreign currency rate changes. The Company does not enter
into foreign exchange forward contracts to reduce its exposure to foreign
currency rate changes on intercompany foreign currency denominated balance sheet
positions. The Company is exposed to foreign currency exchange risk to the
extent that there are adverse fluctuations in the Indian rupee and British pound
exchange rates. The Company does not believe that near-term changes in these
exchange rates of 10% would have a material impact on the Company's future
earnings, financial position or cash flows. Historically, the effect of
movements in the exchange rates has not been material to the consolidated
operating results of the Company.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
Exhibit No. Description Method of Filing
----------- ----------- ----------------
27.1 Amended Financial Data Schedule for the quarter ended March 31, 2000 Filed herewith
(b) Reports on Form 8-K: None
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DELUXE CORPORATION
(Registrant)
Date: August 18, 2000 /s/ J. A. Blanchard III
------------------------------------
J.A. Blanchard III, President
and Chief Executive Officer
(Principal Executive Officer)
Date: August 18, 2000 /s/ Lois M. Martin
------------------------------------
Lois M. Martin
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
17
INDEX TO EXHIBITS
Exhibit No. Description Page Number
- ----------- ----------- -----------
27.1 Amended Financial Data Schedule for the Quarter Ended
March 31, 2000
18