DELUXE CORP (DLX)
SIC breadcrumb: Manufacturing > SIC Major Group 27 > SIC 2780 Blankbooks, Looseleaf Binders & Bookbindg & Relatd Work
SEC company page: https://www.sec.gov/edgar/browse/?CIK=27996. Latest filing source: 0000027996-26-000037.
Informational only - descriptive public-record data, not investment advice.
Business
Read DLX's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read DLX's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 2,133,200,000 | USD | 2025 | 2026-02-13 |
| Net income | 82,100,000 | USD | 2025 | 2026-02-13 |
| Assets | 2,863,600,000 | USD | 2025 | 2026-02-13 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000027996.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 1,849,062,000 | 1,965,556,000 | 1,998,025,000 | 2,008,715,000 | 1,790,781,000 | 2,022,197,000 | 2,238,010,000 | 2,192,300,000 | 2,121,800,000 | 2,133,200,000 | |
| Net income | 229,382,000 | 230,155,000 | 149,630,000 | -223,779,000 | 5,244,000 | 62,633,000 | 65,395,000 | 26,100,000 | 52,800,000 | 82,100,000 | |
| Operating income | 366,887,000 | 329,176,000 | 231,221,000 | -188,251,000 | 40,729,000 | 142,154,000 | 169,446,000 | 160,800,000 | 192,200,000 | 232,400,000 | |
| Gross profit | 1,133,608,000 | 1,181,249,000 | 1,222,849,000 | 1,206,277,000 | 1,195,780,000 | 1,060,010,000 | 1,137,927,000 | 1,205,894,000 | 1,162,683,000 | 1,126,450,000 | |
| Diluted EPS | 4.65 | 4.72 | 3.16 | -5.20 | 0.11 | 1.45 | 1.50 | 0.59 | 1.18 | 1.80 | |
| Operating cash flow | 338,431,000 | 339,315,000 | 286,653,000 | 217,553,000 | 210,821,000 | 191,531,000 | 198,400,000 | 194,300,000 | 270,600,000 | ||
| Capital expenditures | 100,700,000 | 94,300,000 | 95,300,000 | ||||||||
| Dividends paid | 58,720,000 | 58,098,000 | 56,669,000 | 51,742,000 | 50,746,000 | 51,654,000 | 52,647,000 | 53,300,000 | 54,200,000 | 55,200,000 | |
| Assets | 2,184,338,000 | 2,208,827,000 | 2,305,096,000 | 1,943,311,000 | 1,842,175,000 | 3,074,384,000 | 3,076,520,000 | 3,080,622,000 | 2,831,000,000 | 2,863,600,000 | |
| Stockholders' equity | 1,015,013,000 | 915,413,000 | 546,979,000 | 513,392,000 | 574,598,000 | 604,200,000 | 604,600,000 | 620,900,000 | 680,700,000 | ||
| Cash and cash equivalents | 76,574,000 | 59,240,000 | 59,740,000 | 73,620,000 | 123,122,000 | 41,231,000 | 40,435,000 | 72,000,000 | 34,400,000 | 36,900,000 | |
| Free cash flow | 97,700,000 | 100,000,000 | 175,300,000 |
Ratios
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 12.41% | 11.71% | 7.49% | -11.14% | 0.29% | 3.10% | 2.92% | 1.19% | 2.49% | 3.85% | |
| Operating margin | 19.84% | 16.75% | 11.57% | -9.37% | 2.27% | 7.03% | 7.57% | 7.33% | 9.06% | 10.89% | |
| Return on equity | 22.68% | 16.35% | -40.91% | 1.02% | 10.90% | 10.82% | 4.32% | 8.50% | 12.06% | ||
| Return on assets | 10.50% | 10.42% | 6.49% | -11.52% | 0.28% | 2.04% | 2.13% | 0.85% | 1.87% | 2.87% | |
| Current ratio | 0.96 | 0.92 | 1.15 | 1.16 | 1.23 | 0.91 | 0.94 | 0.93 | 0.98 | 1.04 |
Financial Bridges
Income statement bridge from reported figures
Figure provenance: SEC companyfacts FY 2024. Revenue: accession 0000027996-26-000037; concept Revenues; source concepts us-gaap:Revenues | Gross profit: accession 0000027996-25-000051; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0000027996-26-000037; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0000027996-26-000037; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000027996-26-000037; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000027996-26-000037; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000027996-26-000037; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2024 ended 2024-12-31; accession 0000027996-25-000051; filed 2025-02-21. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest. Source concepts: us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000027996-26-000037; filed 2026-02-13. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000027996.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.50 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.34 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.06 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 571,686,000 | 16,375,000 | 0.37 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 537,844,000 | -7,983,000 | -0.18 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 537,364,000 | 14,976,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 534,955,000 | 10,803,000 | 0.24 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 537,816,000 | 20,459,000 | 0.46 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 528,444,000 | 8,931,000 | 0.20 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 520,546,000 | 12,609,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 536,471,000 | 14,013,000 | 0.31 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 521,262,000 | 22,385,000 | 0.50 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 540,247,000 | 33,729,000 | 0.74 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 535,220,000 | 11,974,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 538,100,000 | 35,800,000 | 0.77 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000027996-26-000096; filed 2026-05-07. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000027996-26-000096; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000027996-26-000096; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000027996-26-000096.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") provides a comprehensive overview of our financial condition, results of operations, and key factors affecting our performance. The following sections are included:
•Executive Overview that discusses what we do and our operating results at a high level;
•Consolidated Results of Operations; Restructuring and Integration Expense; and Segment Results that includes a more detailed discussion of our revenue and expenses;
•Cash Flows and Liquidity and Capital Resources that discusses key aspects of our cash flows, financial commitments, capital structure, and financial position; and
•Critical Accounting Estimates that discusses the accounting policies and estimates that require management to make complex judgments and assumptions and their application can have a material impact on our financial condition and results of operations.
Forward-Looking Statements
This MD&A discussion contains forward-looking statements that involve risks and uncertainties. Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K") details known material risks and important information to consider when evaluating our forward-looking statements and is incorporated into this Item 2 of this report on Form 10-Q as if fully stated herein. The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. Statements using terms such as “should result,” “believe,” “intend,” “plan,” “expect,” “anticipate,” “estimate,” “project,” “outlook,” “forecast,” and similar expressions are intended to indicate forward-looking statements under the Reform Act.
Use of Non-GAAP Financial Measures
This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). We also present certain non-GAAP financial measures, including free cash flow, net debt, adjusted diluted earnings per share (EPS), consolidated adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) and consolidated adjusted EBITDA margin. We believe that these non-GAAP financial measures, when reviewed alongside GAAP financial measures, can provide additional insight into our operating performance. Consequently, these measures are also used internally for management reporting. Our non-GAAP measures should not be considered substitutes for GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely solely on any single financial measure. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and therefore, may not facilitate useful comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the Consolidated Results of Operations section.
21
EXECUTIVE OVERVIEW
We empower businesses to build stronger customer relationships through a broad range of trusted, technology-enabled solutions designed to facilitate payments, drive growth, and improve operational efficiency. Our comprehensive portfolio includes merchant services solutions, marketing and data analytics, treasury management solutions, and promotional products, as well as customized checks and business forms tailored to our clients' needs.
We serve a diverse customer base, including small and medium-sized businesses, financial institutions, and some of the world’s leading consumer brands. In addition, we offer checks and related accessories directly to individual consumers. Our extensive reach, scale, and multi-channel distribution network enable us to deliver innovative solutions and reliable support, positioning us well as a valued partner to our customers.
Our Strategy
A comprehensive discussion of our strategy is provided in Part I, Item 1 of the 2025 Form 10-K. In the first quarter of 2026, we continued to execute on our strategic priorities of accelerating profitable growth, enhancing operational efficiency, and disciplined capital allocation.
Accelerating profitable growth – In March 2026, we completed the divestiture of the Safeguard small business distributor channel within our Print segment, generating $22.8 million of net proceeds. The transaction reduced first quarter 2026 Print revenue by approximately $12.6 million and Print adjusted EBITDA by approximately $1.7 million, and enables greater focus on our core growth businesses and ongoing portfolio optimization. Collectively, our payments and data businesses delivered 12.5% year-over-year revenue growth and a 22.8% increase in adjusted EBITDA in the first quarter of 2026.
Enhancing operational efficiency – In the first quarter of 2026, we reduced selling, general and administrative (SG&A) expense by 7.1% year-over-year, reflecting the benefits of our ongoing and prior cost management efforts. Additionally, despite revenue pressures in the Print segment, operational improvements resulted in adjusted EBITDA margin improvement for this segment. These results contributed to year-over-year increases in net income, consolidated adjusted EBITDA, and consolidated adjusted EBITDA margin in the first quarter of 2026.
Disciplined capital allocation – We continued to apply our capital allocation framework, working to ensure investments are aligned with our growth objectives and deliver optimal returns. In the first quarter of 2026, net cash provided by operating activities increased by $2.4 million year-over-year, and we reduced total debt by $32.3 million compared to year-end 2025.
2026 Financial Results
Highlights of our financial results for the first quarter of 2026 compared to the first quarter of 2025 include:
•Consolidated revenue – Increased by $1.6 million to $538.1 million, driven by growth in all three of our payments and data businesses. This growth was partially offset by demand softness for promotional products and the ongoing secular decline in order volumes for checks, business forms, and various business accessories in our Print segment. In addition, our first quarter business exit resulted in a decrease in revenue of approximately $12.6 million.
•Net income – Increased by $21.8 million to $35.8 million, primarily reflecting the impact of our cost management and pricing initiatives, as well as lower restructuring and integration expense. Growth in our payments and data businesses further contributed to the improvement. Additionally, during the first quarter of 2026, we recognized a $5.1 million gain from the sale of the Safeguard small business distributor channel within the Print segment, and interest expense decreased $3.6 million year-over-year. These favorable factors were partially offset by the continuing demand softness and secular declines in the Print segment, as well as inflationary pressures impacting material and delivery costs.
•Adjusted EBITDA – Increased $17.7 million to $117.9 million, driven by the benefits of our cost management and pricing initiatives and growth in our payments and data businesses. These favorable impacts were partially offset by demand softness and the ongoing secular declines in the Print segment and inflationary cost pressures. In addition, our first quarter business exit resulted in a decrease in adjusted EBITDA of approximately $1.7 million.
Adjusted EBITDA margin increased to 21.9% for the first quarter of 2026, compared to 18.7% for the first quarter of 2025. The margin improvement was primarily driven by our cost management and pricing initiatives, partially offset by inflationary pressures and the shift in mix toward our growth businesses. A reconciliation of net income to adjusted EBITDA can be found in the Consolidated Results of Operations section.
22
•Net cash provided by operating activities – Increased by $2.4 million to $52.7 million. The increase was primarily driven by the benefits of our cost management and pricing actions, lower income tax payments due to the impact of federal tax law changes, and lower cash expenditures for restructuring and integration activities.
These benefits were partially offset by higher payouts for performance-based employee cash bonuses related to our 2025 performance, timing-related changes in accounts payable, demand softness and continuing secular declines in the Print segment, and inflationary cost pressures.
•Free cash flow – Increased by $3.0 million to $27.3 million, reflecting the same factors that drove the increase in net cash provided by operating activities. We continue to reinvest the free cash flow generated by our Print business into our other businesses. Free cash flow is defined as net cash provided by operating activities less purchases of capital assets. A reconciliation of free cash flow to its most directly related GAAP financial measure can be found in the Consolidated Results of Operations section.
Recent Market Conditions
We continually monitor macroeconomic conditions and other external factors that may affect our business, including interest rates, inflation, small business sentiment, consumer spending trends, and global economic conditions. As of March 31, 2026, 66% of our debt had a weighted-average fixed interest rate of 8.1%, which provides partial insulation from changes in market interest rates. This capital structure helps moderate our exposure to interest rate volatility in a higher‑rate environment, although future changes in rates could still affect our borrowing costs due to our variable-rate debt.
Inflationary pressures have continued to affect the broader economy, particularly with respect to logistics, energy, and certain raw material costs. These pressures remain an important external factor influencing our cost structure, pricing dynamics, and customer demand. In response, we implemented targeted price adjustments, particularly within our Print and Merchant Services segments, to help offset increased costs while remaining mindful of customer price sensitivity. We continue to monitor inflation trends closely, including the potential for further cost volatility driven by supply chain disruptions, energy markets, and raw material price fluctuations.
Global economic conditions remain uncertain, reflecting ongoing geopolitical unrest and evolving trade policies, treaties, and tariffs. These developments have the potential to disrupt supply chains, increase operating costs, and affect the availability and timing of certain goods and services. In addition, heightened geopolitical tensions have increased cybersecurity and technology‑related risks, reinforcing the importance of continued investments in information security, data protection, and technology resilience.
We also closely track trends in small business sentiment and consumer discretionary spending, as these factors influence demand across our portfolio. Our analysis incorporates data from credit card networks, the Federal Reserve, leading economic forecasters, and our proprietary analytics. Recent economic indicators suggest continued pressure on consumer confidence, which has contributed to softer demand trends, particularly within discretionary spending categories. Small business sentiment softened in early 2026 amid higher uncertainty and cost pressures, although underlying demand and employment indicators remained relatively stable. Persistent inflation concerns, uncertainty in the labor market outlook, and trade‑related disruptions may continue to influence our customers’ purchasing behavior. A sustained period of economic uncertainty or a broader slowdown in global economic activity could adversely affect our financial position, results of operatio
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") provides a comprehensive overview of our financial condition, results of operations, and key factors affecting our performance. The following sections are included:
•Executive Overview that discusses what we do and our operating results at a high level;
•Consolidated Results of Operations; Restructuring and Integration Expense; and Segment Results that includes a more detailed discussion of our revenue and expenses;
•Cash Flows and Liquidity and Capital Resources that discusses key aspects of our cash flows, financial commitments, capital structure, and financial position; and
25
•Critical Accounting Estimates that discusses the accounting policies and estimates that require management to make complex judgments and assumptions and their application can have a material impact on our financial condition and results of operations.
Forward-Looking Statements
This MD&A discussion contains forward-looking statements that involve risks and uncertainties. Please refer to Part I, Item 1A, Risk Factors, for a detailed discussion of known material risks and important information to consider when evaluating our forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. Statements using terms such as “should result,” “believe,” “intend,” “plan,” “expect,” ”anticipate,” “estimate,” “project,” “outlook,” "forecast," and similar expressions are intended to indicate forward-looking statements under the Reform Act.
Use of Non-GAAP Financial Measures
This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). We also present certain non-GAAP financial measures, including free cash flow, net debt, adjusted diluted earnings per share (EPS), consolidated adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), and consolidated adjusted EBITDA margin. We believe that these non-GAAP financial measures, when reviewed alongside GAAP financial measures, can provide additional insight into our operating performance. Consequently, these measures are also used internally for management reporting. Non-GAAP measures should be considered alongside, but not as substitutes for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely solely on any single financial measure. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and therefore, may not facilitate useful comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the Consolidated Results of Operations section.
Scope of Discussion
The following discussion and analysis focuses on our consolidated financial results for the years ended December 31, 2025 and December 31, 2024. For a comparison of results for the years ended December 31, 2024 and December 31, 2023, please refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (SEC) on February 21, 2025, and is incorporated by reference herein.
We encourage you to read this discussion in conjunction with our consolidated financial statements and related notes in Part II, Item 8 of this report, to gain a full understanding of our financial performance and the factors influencing our results.
EXECUTIVE OVERVIEW
We empower businesses to build stronger customer relationships through a broad range of trusted, technology-enabled solutions designed to facilitate payments, drive growth, and improve operational efficiency. Our comprehensive portfolio includes merchant services solutions, marketing and data analytics, treasury management solutions, and promotional products, as well as customized checks and business forms tailored to our clients’ needs.
We serve a diverse customer base, including small and medium-sized businesses, financial institutions, and some of the world’s leading consumer brands. In addition, we offer checks and related accessories directly to individual consumers. Our extensive reach, scale, and multi-channel distribution network enable us to deliver innovative solutions and reliable support, positioning us as a valued partner to our customers.
Our Strategy
A comprehensive discussion of our strategy is provided in Part I, Item 1 of this report. With our infrastructure modernization largely complete and non-strategic businesses divested, our attention is on growth investments that drive scale and accelerate profit growth ahead of revenue. Our disciplined pricing strategies and rigorous cost management continue to support operational excellence.
Over the past three years, we successfully executed our North Star program, a comprehensive, multi-year initiative designed to enhance shareholder value by accelerating adjusted EBITDA growth, increasing cash flow, reducing debt, and improving our leverage ratio. The positive impact of the North Star program is reflected in our 2025 results, with both adjusted EBITDA and adjusted EBITDA margin increasing year-over-year. These improvements were driven in part by a 3.9% reduction in selling, general and administrative (SG&A) expense. Within our Print segment, our continued focus on driving efficiencies contributed to adjusted EBITDA margin improvement in 2025, despite continued revenue pressures in that business. We also
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achieved a $76.3 million year-over-year increase in net cash provided by operating activities and reduced total debt by $73.7 million from the previous year-end. These results underscore our commitment to disciplined execution and the creation of long-term shareholder value.
In August 2025, we acquired certain assets of JPMorgan Chase Bank's CheckMatch electronic check conveyance service business for cash payments totalling $24.6 million, approximately half of which was paid at closing and the remainder due in the first quarter of 2026. This acquisition is expected to enhance our market position and extend the scale of our B2B Payments segment.
In February 2026, we entered into an agreement to sell certain assets and liabilities related to the small business distributor channel in our Print segment for approximately $25.0 million, with approximately half paid at closing and the remainder due over the next three years. The sale is expected to close in the first quarter of 2026.
2025 Financial Results
Below are highlights of our financial performance for 2025, compared to the prior year.
•Consolidated revenue – Increased by $11.4 million to $2.13 billion, including a decrease of $10.8 million attributable to business exits. The increase in revenue was mainly due to growth in our data-driven marketing and merchant services businesses. This growth was partially offset by weaker demand for certain of our promotional products, the ongoing secular decline in order volumes for checks, business forms, and various business accessories, as well as the impact of business exits.
•Net income – Increased by $29.3 million to $82.2 million, reflecting the benefits of our pricing strategies and cost management initiatives. The increase also resulted from lower amortization expense, due to accelerated amortization associated with business exits and a trade name intangible asset in 2024, as well as lower acquisition-related amortization in 2025. Restructuring and integration expense also declined, and our data-driven marketing business delivered year-over-year growth, further contributing to the improvement.
These positive factors were partially offset by weaker demand for certain promotional products and the continuing secular declines in the Print segment, inflationary pressures on materials and delivery costs, and the loss of earnings from exited businesses. Additionally, in 2024, we recognized a $31.2 million gain from the sale of businesses and long-lived assets, which did not recur in 2025.
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•Adjusted EBITDA – Increased $19.4 million to $431.5 million, including the impact of business exits, which drove a $5.6 million decrease year-over-year. The increase in adjusted EBITDA was primarily driven by the benefits of our pricing strategies and cost management initiatives, and growth in data-driven marketing. These positive impacts were partially offset by the weaker demand for certain promotional products, ongoing secular declines in the Print segment, and inflationary cost pressures.
Adjusted EBITDA margin increased to 20.2% in 2025, compared to 19.4% in 2024. The margin improvement was primarily driven by our pricing strategies and cost management initiatives, partially offset by inflationary pressures. A reconciliation of net income to adjusted EBITDA can be found in the Consolidated Results of Operations section.
•Net cash provided by operating activities – Increased by $76.3 million to $270.6 million. Key contributors included the positive impacts of our pricing and cost management actions, lower income tax payments, mainly from foreign operations, reduced performance-based employee bonus payouts, and lower restructuring and integration expenditures. Additional positive impacts came from growth and volume-based rebates in our data-driven marketing business.
These benefits were partially offset by softer demand for certain promotional products, the continuing secular declines in the Print segment, timing variations in accounts receivable and payable, inflationary cost pressures, and the impact of business exits.
•Free cash flow – Increased by $75.3 million to $175.3 million, reflecting the same factors that drove the increase in net cash provided by operating activities. We continue to reinvest the free cash flow generated by our Print business into our other businesses. Free cash flow is defined as net cash provided by operating activities less purchases of capital assets. A reconciliation of free cash flow to its comparable GAAP financial measure can be found in the Consolidated Results of Operations section.
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Recent Market Conditions
We continuously monitor macroeconomic factors that may affect our business, including interest rates, inflation, and global economic trends. As of December 31, 2025, 64% of our debt had a weighted-average fixed interest rate of 8.1%, which provides partial insulation against future interest rate volatility. This approach helps us manage exposure to rising borrowing costs and supports our long-term financial stability.
Inflationary pressures have persisted throughout the year, impacting key components of our cost structure such as labor, logistics, and raw materials. In response, we have implemented targeted price adjustments, particularly within our Print and Merchant Services segments, to help offset increased costs. We remain vigilant as we navigate ongoing global uncertainties, including geopolitical unrest and changes in trade policies, treaties, and tariffs, which have the potential to disrupt supply chains and further elevate costs. To mitigate these risks, we actively manage our supplier relationships, monitor inventory levels, and leverage our purchasing power to minimize potential disruptions. Additionally, ongoing geopolitical unrest has heightened cybersecurity and technology risks, reinforcing our commitment to continued investment in cybersecurity measures and technology infrastructure to safeguard our operations.
We also closely track trends in small business sentiment and consumer discretionary spending, as these factors directly influence demand across our portfolio. Our analysis incorporates data from credit card networks, the Federal Reserve, leading economic forecasters, and our proprietary analytics. Recent indicators point to soft consumer confidence, which has contributed to weaker demand, particularly in discretionary categories such as promotional merchandise. This trend persisted throughout 2025, driven by persistent inflation worries, job insecurity, and the impact of new tariffs. Additionally, we monitor external factors that may affect our customers’ purchasing power, including potential global trade disruptions and geopolitical events. Prolonged economic uncertainty or a downturn in the global economy could adversely affect our financial position, results of operations, and future growth prospects.
Liquidity
As of December 31, 2025, we held cash and cash equivalents of $36.9 million, along with an additional $379.6 million available for borrowing under our revolving credit facility. We anticipate that capital expenditures will be between $90.0 and $100.0 million in 2026, compared to $95.3 million in 2025, as we continue to invest in innovation and scale our product offerings. Our capital allocation priorities remain focused on responsible growth investments, debt reduction, and returning capital to shareholders through dividends, which are subject to quarterly approval by our board of directors.
We believe that net cash generated by operations, together with our cash and cash equivalents on hand and available credit, will be sufficient to meet our operating needs, contractual obligations, and debt service requirements over the next 12 months. This assessment takes into account our working capital position and anticipated cash flows. We regularly monitor our liquidity position in light of potential risks, including market volatility, interest rate fluctuations, and macroeconomic uncertainty, and we are prepared to adjust our capital allocation strategy as needed. As of December 31, 2025, we were in compliance with our debt covenants. Additional information regarding our long-term capital requirements and debt maturities can be found in the Cash Flows and Liquidity and Capital Resources sections.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated Revenue
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 2,133.2 | $ | 2,121.8 | 0.5% |
Total revenue increased in 2025 compared to 2024, including the impact of business exits, which reduced revenue by $10.8 million. The increase in revenue was driven by robust demand for our data-driven marketing services, particularly from financial institutions, which contributed a $73.5 million year-over-year improvement. Strategic price increases implemented in response to inflation, particularly within our Print and Merchant Services segments, also supported revenue growth. These positive factors were partially offset by softer demand for certain promotional products, the continued secular decline in order volumes for checks, business forms, and various business accessories, as well as the impact of business exits.
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We do not manage our business based on product versus service revenue. Instead, we analyze our revenue based on the product and service offerings shown under the caption "Note 15: Business Segment Information" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. Our revenue mix by business segment was as follows:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Merchant Services | 18.7 | % | 18.1 | % | ||
| B2B Payments | 13.6 | % | 13.6 | % | ||
| Data Solutions | 14.4 | % | 11.0 | % | ||
| 53.3 | % | 56.8 | % | |||
| All other | — | 0.5 | % | |||
| Total revenue | 100.0 | % | 100.0 | % |
Consolidated Cost of Revenue
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total cost of revenue | $ | 1,002.5 | $ | 995.3 | 0.7% | |||||||
| Total cost of revenue as a percentage of total revenue | 47.0 | % | 46.9 | % | 0.1 pt. |
Cost of revenue primarily includes raw materials for product manufacturing, shipping and handling, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of production and digital assets, residuals paid to independent sales organization (ISOs), and related overhead.
Total cost of revenue increased in 2025 compared to 2024, primarily due to the revenue growth in our data-driven marketing business and ongoing inflationary pressures on materials and delivery costs. These increases were partially offset by softer demand for certain promotional products and the continued secular decline in checks, business forms, and various business accessories in our Print segment. Our cost management initiatives, including volume-based rebates in Data Solutions, also helped mitigate some of the cost increases. Additionally, business exits reduced costs by approximately $11.0 million, including the impact of accelerated amortization expense recognized in 2024.
As a percentage of total revenue, total cost of revenue remained relatively flat in 2025 compared to 2024. Inflationary pressures on our cost structure and a shift in revenue mix toward our lower-margin growth businesses were offset by the benefits of our pricing strategies and cost management actions, as well as the absence of accelerated amortization expense recognized in the prior year.
Consolidated SG&A Expense
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SG&A expense | $ | 873.3 | $ | 909.2 | (3.9%) | |||||||
| SG&A expense as a percentage of total revenue | 40.9 | % | 42.9 | % | (2.0) pt. |
SG&A expense decreased in 2025 compared to 2024, primarily as a result of our ongoing cost management initiatives. These included workforce adjustments across multiple functions and the optimization of our marketing and sourcing strategies. Amortization expense also declined, reflecting accelerated amortization expense recognized in 2024 related to a trade name intangible asset, as well as lower acquisition-related amortization expense in 2025. Additionally, bad debt expense decreased $6.7 million year-over-year, mainly within the Print segment, and commission expense declined due to lower Print revenue volumes. These reductions were partially offset by increased medical costs in our Corporate operations, attributable to higher-cost claims that are expected to occur periodically as part of our self-insurance plan.
As a percentage of total revenue, SG&A expense decreased in 2025 compared to 2024, reflecting the impact of our cost management actions and lower amortization and bad debt expense, partially offset by the increase in medical costs.
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Restructuring and Integration Expense
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restructuring and integration expense | $ | 19.3 | $ | 48.6 | (60.3%) |
We are actively pursuing initiatives aimed at aligning our business with our growth strategy and enhancing operational efficiency. As we implement these initiatives, the amount of restructuring and integration expense is expected to fluctuate from period to period. Further information regarding these costs can be found in the Restructuring and Integration Expense section.
Asset Impairment Charges
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Asset impairment charges | $ | 5.7 | $ | 7.7 | (26.0%) |
During 2025, we recognized an asset impairment charge related to our decision to exit a joint venture that was established to develop and market a business payment distribution technology platform. During 2024, we recorded goodwill impairment charges associated with our exit from the payroll and human resources services business. Additional details regarding these charges can be found under the caption "Note 6: Acquisition and Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Gain on Sale of Businesses and Long-Lived Assets
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gain on sale of businesses and long-lived assets | $ | — | $ | 31.2 | (100.0%) |
In 2024, the income recognized was primarily associated with our exit from the payroll and human resources services business, a process that was substantially completed during 2024. Further information can be found under the caption "Note 6: Acquisition and Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Interest Expense
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest expense | $ | 122.0 | $ | 123.3 | (1.1%) | |||||||
| Weighted-average debt outstanding | 1,510.0 | 1,584.5 | (4.7%) | |||||||||
| Weighted-average interest rate | 7.53 | % | 7.15 | % | 0.38 pt. |
Interest expense decreased in 2025 compared to 2024, primarily due to a reduction in average debt outstanding, which outweighed the effect of higher interest rates. Additionally, interest expense in 2024 included a $1.7 million charge related to the retirement of debt as part of our fourth quarter debt refinancing, which did not recur in 2025. Further information regarding the debt refinancing can be found under the caption "Note 12: Debt" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
As of December 31, 2025, our exposure to variable-rate debt remains a key consideration for future interest expense. Based on the amount of variable-rate debt outstanding as of December 31, 2025, a one percentage point change in the weighted-average interest rate would result in a $5.0 million impact on interest expense in 2026.
Income Tax Provision
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income tax provision | $ | 36.9 | $ | 23.6 | 56.4% | |||||||
| Effective tax rate | 31.0 | % | 30.8 | % | 0.2 pt. |
The effective income tax rate remained consistent in 2025 compared to 2024. In 2025, we experienced lower tax impacts associated with our foreign operations and expense recognized for valuation allowances in 2024. These favorable items were offset by the tax effects related to the surrender of company-owned life insurance policies during 2025, as well as an increase in
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our effective state income tax rate. Additional details regarding our income tax provision, including a detailed breakdown of the components of our effective income tax rates, can be found under the caption "Note 9: Income Taxes" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Net Income, Diluted EPS, and Adjusted Diluted EPS
| (in millions, except per share amounts) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income | $ | 82.2 | $ | 52.9 | 55.4% | |||||||
| Diluted EPS | 1.80 | 1.18 | 52.5% | |||||||||
| Adjusted diluted EPS | 3.61 | 3.29 | 9.7% |
Net income and diluted EPS increased in 2025 compared to 2024, reflecting the combined impact of the factors discussed above. Adjusted diluted EPS also increased year-over-year, primarily driven by the benefits of our pricing strategies and cost management actions, strong growth in our data-driven marketing business, and a reduction in bad debt expense. These positive impacts were partially offset by softer demand for certain promotional products and the ongoing secular declines in our Print segment, inflationary pressures on our cost structure, and higher medical costs. In addition, business exits drove a $0.03 per share decrease year-over-year. A reconciliation of net income to adjusted net income, as used in the calculation of adjusted diluted EPS, can be found in the following section.
Reconciliation of Non-GAAP Financial Measures
Free cash flow – We define free cash flow as net cash provided by operating activities minus purchases of capital assets. We believe free cash flow is useful to both management and investors, as it provides a consistent metric for comparing the cash-generating ability of our operations across periods. It also offers insight into the cash available to support dividends, debt reduction (both mandatory and discretionary), acquisitions, other strategic investments, and share repurchases. However, free cash flow has certain limitations. Not all free cash flow is available for discretionary spending, as we may have mandatory debt repayments and other contractual or regulatory cash requirements that must be satisfied. Despite this limitation, we believe free cash flow is a valuable supplemental measure for evaluating our financial flexibility and our ability to pursue growth opportunities and return capital to shareholders.
Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows:
| (in millions) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 270.6 | $ | 194.3 | |||
| Purchases of capital assets | (95.3) | (94.3) | |||||
| Free cash flow | $ | 175.3 | $ | 100.0 |
Net debt – Net debt is calculated as total debt less cash and cash equivalents. We use net debt to evaluate our financial leverage and overall balance sheet strength. By considering the cash and cash equivalents available to offset outstanding debt, net debt provides a more comprehensive view of our debt burden than total debt alone. However, net debt has certain limitations. Subtracting cash and cash equivalents may imply that these funds are readily available and will be used to reduce debt, which may not reflect management’s actual intentions or liquidity needs. Additionally, net debt may suggest that our debt obligations are lower than the most directly comparable GAAP measure.
Total debt reconciles to net debt as follows as of December 31:
| (in millions) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Total debt | $ | 1,429.4 | $ | 1,503.1 | |||
| Cash and cash equivalents | (36.9) | (34.4) | |||||
| Net debt | $ | 1,392.5 | $ | 1,468.7 |
Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are metrics that provide meaningful insight into our operating performance. These measures exclude the impact of interest expense, income taxes, depreciation and amortization, and certain other items that may vary for reasons unrelated to current period operating performance. Management uses these measures to evaluate our results of operations, facilitate period-to-period and peer comparisons, and inform strategic decision-making aimed at enhancing performance. We believe that growth in adjusted EBITDA and adjusted EBITDA margin reflects improvement in our operating efficiency and may be indicative of increased enterprise value.
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It is important to note that we do not consider adjusted EBITDA to be a measure of liquidity or cash flow. This metric does not reflect cash requirements for interest payments, income taxes, debt service, capital expenditures, or other obligations.
Net income for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows:
| (in millions) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 82.2 | $ | 52.9 | |||
| Net income attributable to non-controlling interest | (0.1) | (0.1) | |||||
| Depreciation and amortization expense | 137.9 | 165.5 | |||||
| Interest expense | 122.0 | 123.3 | |||||
| Income tax provision | 36.9 | 23.6 | |||||
| Share-based compensation expense | 24.9 | 19.9 | |||||
| Restructuring and integration expense | 20.5 | 50.5 | |||||
| Asset impairment charges | 5.7 | 7.7 | |||||
| Certain legal and environmental expense | 1.5 | — | |||||
| Gain on sale of businesses and long-lived assets | — | (31.2) | |||||
| Adjusted EBITDA | $ | 431.5 | $ | 412.1 | |||
| Adjusted EBITDA margin | 20.2 | % | 19.4 | % |
Adjusted diluted EPS – We believe that adjusted diluted EPS is a valuable metric that provides insight into our operating performance. Adjusted diluted EPS is calculated by excluding the impact of certain non-cash items and other items that we believe are not indicative of core operating results for the current period. By removing these effects, adjusted diluted EPS offers a perspective on the underlying performance of our business and facilitates more consistent comparisons across reporting periods. Management uses adjusted diluted EPS as a key metric to evaluate our operating results, assess performance trends, and inform strategic decision-making. This measure assists both management and investors in analyzing current period results and in assessing potential future performance by focusing on earnings generated from ongoing operations.
It is important to note that while adjusted diluted EPS excludes certain items to enhance comparability, these items may recur in future periods and the amounts recognized may vary significantly.
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Diluted EPS for the years ended December 31 reconciles to adjusted diluted EPS as follows:
| (in millions, except per share amounts) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 82.2 | $ | 52.9 | |||
| Net income attributable to non-controlling interest | (0.1) | (0.1) | |||||
| Net income attributable to Deluxe | 82.1 | 52.8 | |||||
| Acquisition amortization | 46.0 | 55.5 | |||||
| Accelerated amortization | — | 16.9 | |||||
| Share-based compensation expense | 24.9 | 19.9 | |||||
| Restructuring and integration expense | 20.5 | 50.5 | |||||
| Asset impairment charges | 5.7 | 7.7 | |||||
| Certain legal and environmental expense | 1.5 | — | |||||
| Gain on sale of businesses and long-lived assets | — | (31.2) | |||||
| Loss on debt retirement | — | 1.9 | |||||
| Adjustments, pretax | 98.6 | 121.2 | |||||
| Income tax provision impact of pretax adjustments(1) | (16.6) | (26.7) | |||||
| Adjustments, net of tax | 82.0 | 94.5 | |||||
| Adjusted income attributable to Deluxe available to common shareholders | $ | 164.1 | $ | 147.3 | |||
| Adjusted weighted-average shares and potential common shares outstanding | 45.5 | 44.7 | |||||
| GAAP diluted EPS | $ | 1.80 | $ | 1.18 | |||
| Adjustments, net of tax | 1.81 | 2.11 | |||||
| Adjusted diluted EPS | $ | 3.61 | $ | 3.29 |
(1) The tax effect of the pretax adjustments reflects the tax treatment and applicable tax rates for each adjustment in the relevant tax jurisdictions. Generally, the resulting tax impact approximates the U.S. effective tax rate applied to each adjustment. However, for certain items, such as share-based compensation expense and gains on sales of businesses, the tax effect is determined by whether the amounts are deductible or taxable in the respective jurisdictions and the applicable effective tax rates in those jurisdictions.
RESTRUCTURING AND INTEGRATION EXPENSE
Restructuring and integration expense consists of costs related to initiatives aimed at driving earnings and cash flow growth, including costs related to the consolidation and migration of certain applications and processes. These costs consist primarily of consulting, project management services, internal labor, and other items such as facility closure and consolidation costs. Additionally, we have recorded employee severance costs across functional areas.
We remain committed to executing initiatives that advance our long-term growth strategy and drive operational efficiency. Over the past three years, a significant portion of our restructuring activities were consolidated under the North Star program, a comprehensive, multi-year initiative designed to enhance shareholder value by accelerating adjusted EBITDA growth, increasing cash flow, reducing debt, and improving our leverage ratio.
The program was structured to balance disciplined cost management with targeted investments to support sustainable growth. On the cost side, we undertook a series of actions to optimize our organizational structure and strengthen our operational infrastructure. These actions included consolidating roles, streamlining management layers, expanding spans of control, and scaling back-office functions. We also leveraged technology and automation to digitize and simplify our operations, while global talent helped us scale back-office functions.
As of December 31, 2025, the material components of the North Star program were complete. The benefits of these initiatives are reflected in our 2025 financial results, with both adjusted EBITDA and adjusted EBITDA margin increasing year-over-year. We also achieved a $76.3 million year-over-year increase in net cash provided by operating activities and reduced total debt by $73.7 million from the previous year-end. We expect that the North Star initiatives implemented throughout 2025 will continue to deliver incremental benefits to our operating results in 2026.
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Through December 31, 2025, we incurred approximately $114.0 million in restructuring and integration expense related to the North Star program. These expenses primarily consisted of professional services fees, employee severance, and other restructuring-related costs.
The majority of the employee reductions associated with our restructuring and integration accruals as of December 31, 2025, and the related severance payments, are expected to be completed in mid-2026. As a result of these employee reductions, including those under the North Star program, we realized cost savings of approximately $5.0 million in cost of sales and $15.0 million in SG&A expense during 2025, as compared to 2024. Looking ahead, for those employee reductions included in our restructuring and integration accruals through December 31, 2025, we anticipate additional cost savings of approximately $2.0 million in cost of sales and $13.0 million in SG&A expense during 2026, compared to 2025. However, actual cost savings may be partially or fully offset by increases in labor and other operating costs, including inflationary pressures and continued investments in the business.
Further information regarding restructuring and integration expense can be found under the caption "Note 8: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
SEGMENT RESULTS
We operate four reportable segments: Merchant Services, B2B Payments, Data Solutions, and Print. Our segments are generally organized by product and service type and reflect the way we manage the business. The financial information presented below is consistent with that presented under the caption “Note 15: Business Segment Information” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report, where information regarding revenue for our various product and service offerings can also be found.
Merchant Services
Results for our Merchant Services segment were as follows:
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 398.6 | $ | 384.0 | 3.8% | |||||||
| Adjusted EBITDA | 85.9 | 78.5 | 9.4% | |||||||||
| Adjusted EBITDA margin | 21.6 | % | 20.4 | % | 1.2 pt. |
Total revenue increased in 2025 compared to 2024, driven by a combination of factors, including higher transaction volumes from government clients and our banking channel and targeted pricing actions. These positive drivers were partially offset by ongoing economic uncertainty, which continued to exert pressure on discretionary spending in certain customer channels.
Adjusted EBITDA and adjusted EBITDA margin also improved in 2025 compared to 2024, as the benefits from targeted price increases and cost management initiatives more than compensated for the impact of changes in channel mix. Specifically, while growth in lower-margin channels tempered overall margin expansion, disciplined expense control and operational efficiencies supported profitability.
Our portfolio remains well-positioned, encompassing a diversified mix of both traditional discretionary and less discretionary spending categories. This diversification helps mitigate risk associated with shifts in consumer behavior. Nevertheless, we continue to closely monitor consumer spending trends and broader economic indicators, as these factors may influence transaction volumes and channel performance in future periods.
B2B Payments
Results for our B2B Payments segment were as follows:
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 290.5 | $ | 287.9 | 0.9% | |||||||
| Adjusted EBITDA | 64.4 | 57.1 | 12.8% | |||||||||
| Adjusted EBITDA margin | 22.2 | % | 19.8 | % | 2.4 pt. |
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Total revenue increased in 2025 as compared to 2024, driven by the successful onboarding of new clients, the implementation of modest price increases designed to counteract inflationary pressures, and growth in digital payments. The growth in revenue reflects our continued focus on expanding our customer base and optimizing our pricing strategy in response to evolving market dynamics. These impacts were partially offset by lower volumes in lockbox and receivables processing. We continue to evolve our product portfolio by accelerating the transition toward digital solutions, as evidenced by the ongoing rollout of our Deluxe Payment Network capabilities.
Adjusted EBITDA and adjusted EBITDA margin also increased in 2025 as compared to 2024, largely attributable to our pricing strategies and ongoing cost management actions. Notably, we realized significant operational efficiencies within our lockbox processing operations through process automation and workforce optimization, which contributed to margin expansion and helped mitigate the effects of volume pressures.
Data Solutions
Results for our Data Solutions segment were as follows:
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 307.3 | $ | 234.0 | 31.3% | |||||||
| Adjusted EBITDA | 86.4 | 60.5 | 42.8% | |||||||||
| Adjusted EBITDA margin | 28.1 | % | 25.9 | % | 2.2 pt. |
Total revenue increased in 2025 as compared to 2024, driven by strong demand for our customer acquisition marketing activities, particularly from our financial institution partners. In addition, we added new clients in various other industry verticals, further contributing to the revenue growth.
Adjusted EBITDA also increased in 2025 as compared to 2024, primarily driven by the increase in data-driven marketing volume and the continued execution of our cost management initiatives. Our participation in volume-based rebate programs in 2025 provided incremental margin benefits. Adjusted EBITDA margin increased in 2025 as compared to 2024, benefitting from a more favorable mix of clients and campaigns, as well as the benefits of our cost management initiatives and the volume-based rebate programs.
Looking ahead, while we expect continued benefits from our cost management initiatives and client diversification, we do not anticipate the same level of margin contribution from rebate programs in 2026. We remain focused on sustaining profitable growth through ongoing innovation, expansion into new market segments, and disciplined expense management.
Results for our Print segment were as follows:
| (in millions) | 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 1,136.8 | $ | 1,205.1 | (5.7%) | |||||||
| Adjusted EBITDA | 366.9 | 376.6 | (2.6%) | |||||||||
| Adjusted EBITDA margin | 32.3 | % | 31.3 | % | 1.0 pt. |
Total revenue decreased in 2025 as compared to 2024, mainly due to reduced demand for promotional products, which reflected broader market softness in this category. Additionally, the ongoing secular decline in order volumes for checks, business forms, and various business accessories contributed to the decrease, although check revenue remained relatively resilient, decreasing 1.8% year-over-year. These revenue declines were partially offset by our pricing strategies implemented to address inflationary pressures.
Adjusted EBITDA also decreased in 2025 as compared to 2024, largely attributable to the lower revenue and inflationary pressures affecting material and delivery costs. Despite these pressures, we continued to execute our cost management initiatives, which included disciplined operating expense control and ongoing process efficiency improvements. These actions helped to partially offset the adverse impacts of the revenue pressures. Additionally, bad debt expense improved year-over-year, reflecting enhanced credit management practices.
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Adjusted EBITDA margin increased in 2025 as compared to 2024, as the positive effects of our pricing actions and cost management initiatives, a shift in revenue mix toward higher-margin check products, and lower bad debt expense more than offset the impact of inflationary cost pressures.
CASH FLOWS AND LIQUIDITY
As of December 31, 2025, we held cash and cash equivalents of $36.9 million. Additionally, we had restricted cash and restricted cash equivalents, which were included in settlement processing assets and other non-current assets on the consolidated balance sheet, totaling $276.1 million. The following table should be read in conjunction with the consolidated statements of cash flows located in Part II, Item 8 of this report.
| (in millions) | 2025 | 2024 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 270.6 | $ | 194.3 | $ | 76.3 | |||||||
| Net cash used by investing activities | (131.7) | (69.8) | (61.9) | ||||||||||
| Net cash used by financing activities | (136.8) | (267.2) | 130.4 | ||||||||||
| Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents | 1.7 | (6.1) | 7.8 | ||||||||||
| Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | 3.8 | $ | (148.8) | $ | 152.6 | |||||||
| Free cash flow(1) | $ | 175.3 | $ | 100.0 | $ | 75.3 |
(1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which defines and illustrates how we calculate free cash flow.
Cash provided by operating activities increased by $76.3 million as compared to 2024. Key contributors included the positive impacts of our pricing and cost management actions, lower income tax payments, mainly from foreign operations, reduced performance-based employee bonus payouts, and lower restructuring and integration expenditures. Additional positive impacts came from growth and volume-based rebates in our data-driven marketing business. These benefits were partially offset by softer demand for certain promotional products, the continuing secular declines in the Print segment, timing variations in accounts receivable and payable, inflationary cost pressures, and the impact of business exits.
Included in net cash provided by operating activities were the following operating cash outflows:
| (in millions) | 2025 | 2024 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest payments | $ | 111.6 | $ | 117.8 | $ | (6.2) | |||||||
| Income tax payments, net of refunds received | 30.9 | 46.4 | (15.5) | ||||||||||
| Prepaid product discount payments | 29.2 | 29.8 | (0.6) | ||||||||||
| Performance-based employee cash bonuses(1) | 24.4 | 39.0 | (14.6) | ||||||||||
| Severance payments | 10.3 | 10.3 | — |
(1) Amounts reflect compensation based on total company and segment performance.
Net cash used by investing activities increased by $61.9 million as compared to 2024. The increase was primarily driven by a residual commission buy-out in the fourth quarter of 2025 in our Merchant Services segment, higher proceeds in the prior year from the exit of our payroll and human resources services business, and a payment made in the third quarter of 2025 for the acquisition of certain assets of JPMorgan Chase Bank's CheckMatch electronic check conveyance service business.
Net cash used by financing activities decreased by $130.4 million as compared to 2024, driven by changes in settlement processing obligations during each period, including the impact of our exit from the payroll and human resources services business during 2024. Additionally, payments of $15.2 million in 2024 for debt issuance costs related to our debt refinancing contributed to the decrease.
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Significant investing and financing cash transactions for each period were as follows:
| (in millions) | 2025 | 2024 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases of capital assets | $ | (95.3) | $ | (94.3) | $ | (1.0) | |||||||
| Net change in debt | (77.5) | (82.3) | 4.8 | ||||||||||
| Cash dividends paid to shareholders | (55.2) | (54.2) | (1.0) | ||||||||||
| Residual commission buy-out | (36.0) | — | (36.0) | ||||||||||
| Payment for acquisition | (12.1) | — | (12.1) | ||||||||||
| Payments for debt issuance costs | (0.6) | (15.2) | 14.6 | ||||||||||
| Net change in settlement processing obligations | 2.2 | (108.0) | 110.2 | ||||||||||
| Proceeds from sale of businesses and long-lived assets | 2.0 | 23.3 | (21.3) |
When assessing our liquidity and capital resource requirements, we consider a range of factors, including scheduled debt service, lease obligations, other contractual commitments, and contingent liabilities. Detailed information regarding the maturities of our long-term debt, operating and finance lease obligations, and contingent liabilities can be found in the Notes to Consolidated Financial Statements under the captions "Note 12: Debt," "Note 13: Leases," and "Note 14: Other Commitments and Contingencies," located in Part II, Item 8 of this report.
In addition to these obligations, we have entered into multi-year agreements with third-party service providers, primarily for information technology services such as cloud computing and professional services, as well as contracts for outsourced operations, data procurement, and payment acceptance services. These contracts commit us to payments totaling approximately $210.0 million, with approximately $70.0 million due in 2026, $60.0 million due in 2027, and the remainder due through 2030. We anticipate that capital expenditures will be between $90.0 and $100.0 million in 2026, compared to $95.3 million in 2025, as we continue to invest in innovation and scale our product offerings.
As of December 31, 2025, we held cash and cash equivalents of $36.9 million and had $379.6 million of available borrowing capacity under our revolving credit facility. We believe that net cash generated by operations, together with our cash and cash equivalents on hand and available credit, will be sufficient to meet our operating needs, contractual obligations, and debt service requirements over the next 12 months. This assessment takes into account our working capital position and anticipated cash flows. We regularly monitor our liquidity position in light of potential risks, including market volatility, interest rate fluctuations, and macroeconomic uncertainty, and we are prepared to adjust our capital allocation strategy as needed.
CAPITAL RESOURCES
As of December 31, 2025, the principal amount of our debt obligations was $1.44 billion, compared to $1.52 billion as of December 31, 2024. Our capital structure for each period was as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Amount | Period-end interest rate | Amount | Period-end interest rate | Change | ||||||||||||
| Fixed interest rate | $ | 925.0 | 8.1 | % | $ | 925.0 | 8.1 | % | $ | — | |||||||
| Floating interest rate | 519.4 | 5.8 | % | 596.9 | 7.2 | % | (77.5) | ||||||||||
| Total debt principal | 1,444.4 | 7.3 | % | 1,521.9 | 7.7 | % | (77.5) | ||||||||||
| Shareholders’ equity | 680.7 | 620.9 | 59.8 | ||||||||||||||
| Total capital | $ | 2,125.1 | $ | 2,142.8 | $ | (17.7) |
As of December 31, 2025, total commitments under our revolving credit facility were $400.0 million, with $379.6 million available for borrowing. Detailed information regarding our outstanding debt, including our debt service obligations and debt covenants, can be found under the caption "Note 12: Debt” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
In October 2018, our board of directors authorized the repurchase of up to $500.0 million of our common stock. This authorization does not have an expiration date. We have not repurchased any shares under this authorization since the first
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quarter of 2020. As of December 31, 2025, $287.5 million remained available for repurchase. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity located in Part II, Item 8 of this report.
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates are those that are most important to accurately portraying our financial condition and results of operations, or that place significant demands on management's judgment regarding the effects of inherently uncertain matters, and different estimates or assumptions could materially impact our financial condition or results of operations. Our MD&A discussion is based on our consolidated financial statements, which have been prepared in accordance with GAAP. Our accounting policies are detailed under the caption “Note 1: Significant Accounting Policies” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
We regularly review the accounting policies used in reporting our financial results. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the related disclosure of contingent assets and liabilities. These estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities.
In some cases, we could have reasonably used different accounting estimates and in other cases, changes in the accounting estimates are likely to occur from period to period. Therefore, actual results may differ from our estimates. Significant estimates and judgments are reviewed by management on an ongoing basis and by the Audit and Finance Committee of our board of directors at the end of each quarter.
Revenue Recognition
Revenue recognition is a critical accounting estimate that requires significant management judgment, particularly in the context of complex customer contracts and variable consideration arrangements. We recognize revenue when control of goods or services is transferred to our customers, which generally occurs upon shipment for tangible products or as services are performed. Product revenue is primarily generated by our Print segment. Shipping and handling amounts billed to customers are included in revenue, while the related costs are recorded in cost of products. Sales tax collected from customers is excluded from revenue.
Certain financial institution contracts include prepaid product discounts, which are cash payments made to clients and recorded as other non-current assets on the consolidated balance sheets. These amounts, with a balance of $29.8 million as of December 31, 2025, are amortized as reductions of revenue on the straight-line basis over the contract term, requiring management to estimate the appropriate amortization period and monitor contract performance.
For arrangements involving third parties, we assess whether we act as principal or agent. When we control the specified good or service before transfer to the customer, we recognize revenue on a gross basis. When another party controls the good or service, we recognize revenue on a net basis, limited to any fee or commission earned. We sell certain products and services through a network of distributors and have determined that we are the principal in these transactions, recording revenue for the gross amount of consideration. Within Merchant Services, we present revenue net of the interchange fees retained by the card issuing financial institutions and the fees charged by the payment networks. The assessment of whether to report revenue on a gross or net basis requires judgment and an evaluation of specific contract terms.
Sales commissions and other contract acquisition costs related to check supply, treasury management solutions, and merchant services contracts are capitalized as other non-current assets. These amounts, which totaled $17.1 million as of December 31, 2025, are amortized as SG&A expense on the straight-line basis over the expected period of benefit, generally ranging from two to five years. Contract acquisition costs with an amortization period of one year or less are expensed as incurred. When recording these costs, we must estimate the expected benefit period, which may require reassessment if contract terms or customer relationships change.
Revenue recognition for certain data-driven marketing contracts involves estimating variable consideration, such as performance-based fees. We recognize revenue for variable consideration as services are rendered, based on the most likely amount expected to be realized. This estimate is inherently subjective and requires management to make assumptions about future campaign performance and consumer behavior. As of December 31, 2025, the related amount of conditional contract assets was $19.0 million and was included in revenue in excess of billings on the consolidated balance sheet. Typically, the final amount of consideration is determined within three to four months. We regularly review and update our estimates as additional information becomes available.
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While we believe our estimates and judgments are reasonable and consistently applied, changes in assumptions or actual results could impact the timing and amount of revenue recognized. We do not currently expect that revisions to our estimates will have a material effect on our results of operations, financial position, or cash flows.
Goodwill Impairment
Goodwill represents a significant portion of our assets, totalling $1.42 billion, or 49.7% of our total assets, as of December 31, 2025. We evaluate goodwill for impairment at least annually, as of July 31, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable.
Goodwill is assigned to our reporting units, which are determined based on the components of our operating segments that constitute businesses for which discrete financial information is available and regularly reviewed by management. Components of an operating segment are aggregated to form a reporting unit if they have similar economic characteristics. We periodically reassess our reporting units to ensure they reflect the current structure and management of our business.
During our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This assessment considers a range of factors, including macroeconomic conditions, industry and market trends, cost factors, and the financial performance of each reporting unit. If the qualitative assessment indicates potential impairment, or if we elect to bypass the qualitative step, we proceed with a quantitative analysis.
For the 2025 annual impairment test, we performed quantitative analyses for our Merchant Services and Treasury Management reporting units. These analyses indicated that the estimated fair values of these reporting units exceeded their carrying values. Qualitative assessments were completed for the remaining reporting units, considering factors such as current economic and industry conditions, recent financial performance, and the most recent quantitative analyses from prior periods. Based on these assessments, we concluded that no changes in events or circumstances suggested it was more likely than not that the fair value of any reporting unit was less than its carrying amount. Based on these assessments, no goodwill impairment charges were recorded in 2025.
When a quantitative analysis is performed, we compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. The carrying value is based on the assets and liabilities associated with the reporting unit's operations, often requiring the allocation of shared and corporate items among reporting units. In estimating the fair value of each reporting unit, we use a discounted cash flow model. This approach involves significant management judgment, including the projection of future revenues, EBITDA margins, and terminal growth rates, as well as the selection of an appropriate discount rate reflecting our weighted-average cost of capital, and the allocation of shared and corporate expenses. We corroborate the aggregate fair values of our reporting units with our consolidated market capitalization to ensure the reasonableness of our estimates.
Significant judgment is involved in estimating future cash flows and selecting key assumptions. Changes in these assumptions, such as lower-than-expected revenue growth, margin compression, higher discount rates, or adverse changes in market conditions, could materially impact the estimated fair values and result in future impairment charges.
During 2024, we substantially completed our exit from the payroll and human resources services business, which constituted a separate reporting unit. As a result of this strategic shift, we recorded goodwill impairment charges totaling $7.7 million in the third and fourth quarters of 2024, reflecting the diminished cash flow prospects of this business.
Given the inherent uncertainty in forecasting future results and market conditions, actual outcomes may differ from our estimates. Factors such as a sustained decline in our stock price, adverse economic trends, changes in business strategy, loss of significant customers, increased competition, or accelerated declines in order volume for checks or business forms could result in additional impairment charges for goodwill or other assets in future periods.
New Accounting Pronouncements
Information regarding accounting pronouncements not yet adopted can be found under the caption “Note 2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000027996-25-000051.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") includes the following sections:
•Executive Overview that discusses what we do and our operating results at a high level;
•Consolidated Results of Operations; Restructuring and Integration Expense; and Segment Results that includes a more detailed discussion of our revenue and expenses;
•Cash Flows and Liquidity and Capital Resources that discusses key aspects of our cash flows, financial commitments, capital structure, and financial position; and
•Critical Accounting Estimates that discusses the estimates that involve a significant level of judgment and uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Please be aware that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Part I, Item 1A of this report details known material risks and important information to consider when evaluating our forward-looking
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statements. The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. When we use terms such as “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” “outlook,” "forecast," or similar expressions in this Annual Report on Form 10-K, in future filings with the Securities and Exchange Commission (SEC), in our press releases, investor presentations, and in oral statements made by our representatives, these indicate forward-looking statements within the meaning of the Reform Act.
This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). Additionally, we discuss non-GAAP financial measures such as free cash flow, net debt, adjusted diluted earnings per share (EPS), consolidated adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), and consolidated adjusted EBITDA margin. We believe that these non-GAAP financial measures, when reviewed alongside GAAP financial measures, can provide valuable insights for investors analyzing our current period operating performance and assessing our future operating performance. Consequently, our internal management reporting also includes these financial measures, which should be considered in addition to, and not as superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly filed reports in their entirety and not to rely solely on any single financial measure. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and therefore, may not facilitate useful comparisons. The reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the Consolidated Results of Operations section.
The following discussion and analysis provides information we believe is essential for understanding our financial condition and results of operations. This discussion focuses on our consolidated financial results for the years ended December 31, 2024 and December 31, 2023. For a discussion of our consolidated results of operations for the year ended December 31, 2023, compared to the year ended December 31, 2022, please refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 ("the 2023 Form 10-K"), which was filed with the SEC on February 22, 2024, and is incorporated by reference into this Form 10-K. Since we revised our reportable segments effective January 1, 2024, the Segment Results section includes an analysis of segment performance for the years ended December 31, 2024, 2023, and 2022. We recommend that you read the following discussion and analysis in conjunction with our consolidated financial statements and related notes, which are presented in Part II, Item 8 of this report. This will provide a comprehensive understanding of our financial performance and the factors that influenced our results during these periods.
EXECUTIVE OVERVIEW
We help businesses strengthen their customer relationships through trusted, technology-enabled solutions that facilitate payments, drive growth, and enhance operational efficiency. Our comprehensive suite of solutions includes merchant services, marketing and data analytics, treasury management solutions, and promotional products, along with customized checks and business forms. We support small and medium-sized businesses, financial institutions, and some of the world’s largest consumer brands. We also provide checks and accessories directly to consumers. Our reach, scale, and distribution channels position us to be a trusted business partner, providing the tools and support our customers need to succeed.
Our Strategy
A detailed discussion of our strategy can be found in Part I, Item 1 of this report. Having substantially completed our infrastructure modernization efforts and the divestiture of non-strategic businesses, we have now redirected our focus toward growth investments. This shift is aimed at driving scale and accelerating profit growth at a pace that surpasses revenue growth. Our operations continue to benefit from our disciplined pricing actions and comprehensive cost management practices. In 2023, we launched our North Star program with the objective of enhancing shareholder value by (1) accelerating our adjusted EBITDA growth, (2) increasing cash flow, (3) reducing debt, and (4) improving our leverage ratio. We have started to realize the benefits of our North Star initiatives, as evidenced by the improvement in both adjusted EBITDA and adjusted EBITDA margin for 2024 compared to 2023, excluding the impact of business exits. A key driver of this improvement was a 14% reduction in the costs of our corporate operations for 2024, as compared to 2023. We also reduced net debt by $52 million from the previous year-end.
Realignment – Effective January 1, 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment structure prior to January 1, 2024. Information regarding our realigned reportable segments can be found under the caption "Note 17: Business Segment Information" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Business exits – Over the past three years, we made strategic decisions to exit certain of our businesses. In 2022, we sold our Australian web hosting business, as well as our strategic sourcing and retail packaging businesses. In 2023, we sold our North American web hosting and logo design businesses, completing our exit from the web hosting space. Additionally, in 2023, we entered into agreements to exit our payroll and human resources services business, facilitating the transition of our U.S. and Canadian customers to other service providers. These customer conversions were substantially completed during 2024.
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We believe that these business exits allow us to concentrate our resources on our growth businesses, while optimizing our operations. Further information regarding these business exits can be found under the caption "Note 6: Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
2024 Financial Results
Highlights of our 2024 financial results compared to 2023 include:
•Consolidated revenue – Decreased by $70 million to $2.12 billion, primarily due to the continuing secular decline in order volumes for checks, business forms, and some business accessories, as well as business exits, which drove a $45 million reduction. These declines were partially offset by pricing actions and growth in data-driven marketing and merchant services.
•Net income – Increased by $27 million to $53 million, reflecting the impact of our pricing and cost reduction actions and reduced restructuring and integration expense. These positive factors were partially offset by the loss of earnings from exited businesses, the secular revenue declines in the Print segment, and inflationary pressures on hourly wages, materials, and delivery costs.
•Adjusted EBITDA – Decreased by $5 million to $412 million, including the impact of business exits, which drove a $20 million decrease. Excluding the impact of business exits, adjusted EBITDA would have increased due to the benefits of our pricing and cost reduction actions and growth in data-driven marketing and merchant services. These impacts were partially offset by the secular declines in the Print segment, inflationary pressures on our cost structure, and a $6 million increase in bad debt expense, primarily in the Print segment.
Adjusted EBITDA margin of 19.4% for 2024 increased as compared to 19.0% for 2023. Our pricing and cost optimization actions more than offset the impact of the Print secular declines, the inflationary pressures, and the higher bad debt expense. A reconciliation of net income to adjusted EBITDA can be found in the Consolidated Results of Operations section.
•Cash provided by operating activities – Decreased by $4 million to $194 million, reflecting the secular declines in the Print segment, business exits, inflationary pressures on our cost structure, and an unfavorable year-over-year impact from certain working capital changes, primarily related to receivables, prepaids, and inventories. These impacts were partially offset by our pricing and cost management actions, reduced restructuring and integration spend, and lower payments for cloud computing arrangement implementation costs and performance-based employee cash bonuses.
•Free cash flow – Increased by $2 million to $100 million, defined as cash flows from operating activities less purchases of capital assets. We continue to reinvest the free cash flow generated by our Print business into our growth businesses. A reconciliation of free cash flow to its comparable GAAP financial measure can be found in the Consolidated Results of Operations section.
Recent Market Conditions
We continually monitor the interest rate environment and its impact on our outstanding debt. As of December 31, 2024, 61% of our debt had a fixed interest rate of 8.1%, which partially insulates us from future interest rate increases.
We also continually monitor the impact of inflationary pressures affecting our labor, delivery, and material costs. In response to the inflationary environment, we have implemented targeted price increases, primarily in our Print and Merchant Services segments. Despite these price adjustments, we continue to experience healthy revenue volumes, which underscores the strength of our business and the sustained demand for our products and services. We have occasionally experienced supply chain disruptions, particularly affecting the supply of certain printed products in our Print segment, and ongoing global unrest and potential uncertainties surrounding trade policies, treaties, and tariffs, could further disrupt the global supply chain and result in increased costs. To mitigate this risk, we continuously monitor our supply chain to avoid delays or disruptions. We have also experienced labor supply issues in certain portions of our business. The severity and duration of inflation, as well as supply chain and labor issues, remains difficult to predict and could continue to impact our business, financial position, and results of operations.
We also monitor trends in small business sentiment and consumer discretionary spending. We analyze various data sources, including information from credit card brands, the Federal Reserve, other economic forecast providers, and our proprietary data. These trends significantly influence multiple areas of our portfolio, particularly our Merchant Services and Print segments. The data suggests that downward trends in discretionary consumer spending have stabilized. Nonetheless, we have observed a softening in demand for some of our discretionary promotional products within the Print segment and our processing volumes within Merchant Services. We also monitor various factors that could influence our customers' purchasing power, including potential global trade disruptions due to tariffs and other changes to trade policy in the U.S. and other countries.
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Additionally, geopolitical events, such as war or other hostilities, could lead to a downturn in the global economy, which may negatively impact our performance.
Liquidity
As of December 31, 2024, we held cash and cash equivalents of $34 million, along with an additional $374 million available for borrowing under our revolving credit facility. We anticipate that capital expenditures will be between $90 and $100 million in 2025, compared to $94 million in 2024, as we continue to build scale across our product categories and invest in innovation. Our capital allocation priorities remain focused on responsible growth investments, debt reduction, and returning capital to shareholders through dividends. We expect to maintain our regular quarterly dividend payments. However, dividends are subject to approval by our board of directors each quarter and, therefore, may change.
We believe that net cash generated by operations, combined with cash and cash equivalents on hand, and the availability under our credit facility, will be sufficient to support our operations over the next 12 months. This includes meeting our contractual obligations, debt service requirements, and addressing our long-term capital needs. As of December 31, 2024, we were in compliance with our debt covenants.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated Revenue
| (in thousands) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 2,121,761 | $ | 2,192,260 | (3.2%) |
The decrease in total revenue for 2024, compared to 2023, was driven by several factors, including the continuing secular decline in order volumes for checks, business forms, and certain business accessories, as well as the business exits discussed in the Executive Overview section, which led to a reduction in revenue of approximately $45 million. Additionally, revenue was impacted by a reduction in treasury management revenue resulting from reduced lockbox processing volumes and a strategic shift from relying on one-time revenue to a more recurring revenue model.
These declines in revenue were partially offset by price increases in response to the inflationary environment, primarily in our Print and Merchant Services segments. Additionally, there was strong demand for our data-driven marketing services, which contributed a $22 million increase in revenue.
We do not manage our business based on product versus service revenue. Instead, we analyze our revenue based on the product and service offerings shown under the caption "Note 17: Business Segment Information" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. Our revenue mix by business segment was as follows:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Merchant Services | 18.1 | % | 16.6 | % | ||
| B2B Payments | 13.6 | % | 13.7 | % | ||
| Data Solutions | 11.0 | % | 9.7 | % | ||
| 56.8 | % | 57.5 | % | |||
| All other | 0.5 | % | 2.5 | % | ||
| Total revenue | 100.0 | % | 100.0 | % |
Consolidated Cost of Revenue
| (in thousands) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total cost of revenue | $ | 995,311 | $ | 1,029,577 | (3.3%) | |||||||
| Total cost of revenue as a percentage of total revenue | 46.9 | % | 47.0 | % | (0.1) pt. |
Cost of revenue primarily consists of raw materials used to manufacture our products, shipping and handling costs, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of assets used in the production process and in support of digital service offerings, and related overhead.
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The decrease in total cost of revenue for 2024, compared to 2023, was driven by several factors. Reduced revenue volume from the continuing secular decline in checks, business forms, and some business accessories contributed to the decrease. Additionally, our various cost management actions and the decrease in treasury management revenue further reduced cost of revenue. Total cost of revenue decreased by $18 million due to the business exits discussed in the Executive Overview section, and restructuring and integration expense included in cost of revenue decreased by $10 million. These decreases in total cost of revenue were partially offset by the revenue growth in data-driven marketing, as well as inflationary pressures on hourly wages, materials, and delivery costs.
As a result, total cost of revenue as a percentage of total revenue for 2024 was virtually flat as compared to 2023. The benefits of our pricing and cost management actions and the lower restructuring and integration expense were offset by the inflationary impacts.
Consolidated Selling, General & Administrative (SG&A) Expense
| (in thousands) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SG&A expense | $ | 909,168 | $ | 956,068 | (4.9%) | |||||||
| SG&A expense as a percentage of total revenue | 42.8 | % | 43.6 | % | (0.8) pt. |
The decrease in SG&A expense for 2024, compared to 2023, was primarily due to various cost management actions, including workforce adjustments, marketing optimization, and real estate rationalization. Additionally, there was a reduction of approximately $11 million related to the business exits discussed in the Executive Overview section. These reductions were partially offset by a $6 million increase in bad debt expense, primarily within the Print segment.
Total SG&A expense as a percentage of total revenue for 2024 decreased compared to 2023, as the combined effects of price increases and our cost management actions more than offset the increase in bad debt expense.
Restructuring and Integration Expense
| (in thousands) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restructuring and integration expense | $ | 48,570 | $ | 78,245 | (37.9%) |
We are actively pursuing several initiatives aimed at aligning our business with our growth strategy and enhancing operational efficiency. As we implement these initiatives, the amount of restructuring and integration expense is expected to fluctuate from period to period. Further information regarding these costs can be found in the Restructuring and Integration Expense section.
Gain on Sale of Businesses and Long-Lived Assets
| (in thousands) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gain on sale of businesses and long-lived assets | $ | 31,207 | $ | 32,421 | (3.7%) |
As discussed in the Executive Overview section, we substantially completed our exit from the U.S. and Canadian payroll and human resources services business during 2024. This transition allowed us to recognize income related to the customer conversion agreements during 2024. Additionally, in 2023, we finalized the sale of our North American web hosting and logo design businesses, recognized income from our decision to exit the payroll and human resources services business, and sold two facilities. Additional information regarding these business exits and asset sales can be found under the caption "Note 6: Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Asset Impairment Charges
| (in thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Asset impairment charges | $ | 7,743 | $ | — |
During 2024, we recorded goodwill impairment charges associated with our exit from the U.S. and Canadian payroll and human resources services business. Additional information can be found under the caption "Note 6: Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
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Interest Expense
| (in thousands) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest expense | $ | 123,281 | $ | 125,643 | (1.9%) | |||||||
| Weighted-average debt outstanding | 1,584,453 | 1,676,858 | (5.5%) | |||||||||
| Weighted-average interest rate | 7.15 | % | 7.06 | % | 0.09 pt. |
The decrease in interest expense for 2024, compared to 2023, was mainly due to a decrease in the average debt outstanding. This positive effect was partially offset by the impact of higher interest rates and expense of $2 million from the retirement of debt due to the debt refinancing completed in the fourth quarter of 2024. Further information regarding the refinancing of our debt can be found under the caption "Note 13: Debt" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. Based on the amount of variable-rate debt outstanding as of December 31, 2024, a one percentage point change in the weighted-average interest rate would result in a $6 million change in interest expense for 2025.
Income Tax Provision
| (in thousands) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income tax provision | $ | 23,552 | $ | 13,572 | 73.5% | |||||||
| Effective tax rate | 30.8 | % | 34.1 | % | (3.3) pt. |
The effective income tax rate for 2024 decreased compared to 2023. This change was primarily due to lower tax rate impacts in 2024 from return to provision adjustments, share-based compensation, and the repatriation of foreign earnings. Partially offsetting these decreases in our effective income tax rate was the tax rate benefit from business exit activities in 2023 that did not recur in 2024. Additional details regarding other factors that impacted our effective income tax rates can be found under the caption "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Net Income, Diluted EPS, and Adjusted Diluted EPS
| (in thousands, except per share amounts) | 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income | $ | 52,945 | $ | 26,227 | 101.9% | |||||||
| Diluted EPS | 1.18 | 0.59 | 100.0% | |||||||||
| Adjusted diluted EPS | 3.29 | 3.32 | (0.9%) |
Net income and diluted EPS increased for 2024 compared to 2023, reflecting the changes noted above. Adjusted diluted EPS decreased $0.03 per share in 2024, compared to 2023, driven by the impact of business exits, which drove a $0.27 per share decrease. Excluding the impact of business exits, adjusted diluted EPS would have increased due to the benefits of our pricing and cost reduction actions, as well as growth in data-driven marketing and merchant services. These positive impacts were partially offset by the secular declines in the Print segment, inflationary pressures on our cost structure, and a $6 million increase in bad debt expense, primarily in the Print segment. A reconciliation of net income to adjusted net income, which is used in the calculation of adjusted diluted EPS, can be found in the following section.
Reconciliation of Non-GAAP Financial Measures
Free cash flow – We define free cash flow as net cash provided by operating activities minus purchases of capital assets. We consider free cash flow to be an important indicator of cash available for servicing debt and for shareholders, after making necessary capital investments to maintain or expand our asset base. One limitation of using the free cash flow measure is that not all of our free cash flow is available for discretionary spending. We may have mandatory debt payments and other cash requirements that must be deducted from our available cash. Despite this limitation, we believe that the measure of free cash flow offers an additional metric to consistently compare cash generated by operations. It also provides insight into the cash flow available to fund various items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases.
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Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows:
| (in thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 194,281 | $ | 198,367 | |||
| Purchases of capital assets | (94,389) | (100,747) | |||||
| Free cash flow | $ | 99,892 | $ | 97,620 |
Net debt – Net debt is calculated by subtracting cash and cash equivalents from total debt. One limitation associated with using net debt is that by subtracting cash and cash equivalents, it may imply that management intends to use these funds to reduce outstanding debt. Additionally, net debt can suggest that our debt obligations are lower than what the most comparable GAAP measure indicates. Despite these limitations, management believes that net debt is a valuable metric for assessing our financial leverage and overall balance sheet health. It provides a measure of our debt burden by considering the funds available to offset our debt obligations.
Total debt reconciles to net debt as follows as of December 31:
| (in thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Total debt | $ | 1,503,151 | $ | 1,592,851 | |||
| Cash and cash equivalents | (34,399) | (71,962) | |||||
| Net debt | $ | 1,468,752 | $ | 1,520,889 |
Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are useful metrics for evaluating our operating performance. These measures eliminate the effect of interest expense, income taxes, the accounting effects of capital investments (i.e., depreciation and amortization), and certain other items that may vary for reasons unrelated to current period operating performance. Management uses these measures to assess the operating results and performance of the business, perform analytical comparisons, and identify strategies to improve performance. Additionally, we believe that an increasing adjusted EBITDA and adjusted EBITDA margin indicate an increase in the company's value.
It is important to note that we do not consider adjusted EBITDA to be a measure of cash flow, as it does not account for certain cash requirements such as interest, income taxes, debt service payments, or capital investments.
Net income for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows:
| (in thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 52,945 | $ | 26,227 | |||
| Net income attributable to non-controlling interest | (143) | (107) | |||||
| Depreciation and amortization expense | 165,544 | 169,703 | |||||
| Interest expense | 123,281 | 125,643 | |||||
| Income tax provision | 23,552 | 13,572 | |||||
| Restructuring and integration expense | 50,450 | 90,475 | |||||
| Share-based compensation expense | 19,944 | 20,525 | |||||
| Certain legal-related (benefit) expense | (34) | 2,195 | |||||
| Asset impairment charges | 7,743 | — | |||||
| Gain on sale of businesses and long-lived assets | (31,207) | (32,421) | |||||
| Loss on sale of investment securities | — | 1,323 | |||||
| Adjusted EBITDA | $ | 412,075 | $ | 417,135 | |||
| Adjusted EBITDA margin | 19.4 | % | 19.0 | % |
Adjusted diluted EPS – We believe that adjusted diluted EPS is a valuable metric for providing comparable information that assists in analyzing our current period operating performance and assessing our future operating performance. By excluding the impact of non-cash items or items that we believe are not indicative of current period operating performance, adjusted diluted EPS offers a useful view of our underlying business performance. Adjusted diluted EPS is one of the key financial performance metrics we use to evaluate the operating results and performance of the business, and It helps us identify strategies to improve performance. While it is reasonable to expect that one or more of the excluded items will occur in future periods, the amounts recognized may vary significantly.
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Diluted EPS for the years ended December 31 reconciles to adjusted diluted EPS as follows:
| (in thousands, except per share amounts) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 52,945 | $ | 26,227 | |||
| Net income attributable to non-controlling interest | (143) | (107) | |||||
| Net income attributable to Deluxe | 52,802 | 26,120 | |||||
| Acquisition amortization | 55,489 | 74,839 | |||||
| Accelerated amortization | 16,866 | 2,500 | |||||
| Restructuring and integration expense | 50,450 | 90,475 | |||||
| Share-based compensation expense | 19,944 | 20,525 | |||||
| Certain legal-related (benefit) expense | (34) | 2,195 | |||||
| Asset impairment charges | 7,743 | — | |||||
| Gain on sale of businesses and long-lived assets | (31,207) | (32,421) | |||||
| Loss on sale of investment securities | — | 1,323 | |||||
| Loss on debt retirement | 1,934 | — | |||||
| Adjustments, pretax | 121,185 | 159,436 | |||||
| Income tax provision impact of pretax adjustments(1) | (26,640) | (39,684) | |||||
| Adjustments, net of tax | 94,545 | 119,752 | |||||
| Adjusted net income attributable to Deluxe | 147,347 | 145,872 | |||||
| Income allocated to participating securities | (8) | — | |||||
| Re-measurement of share-based awards classified as liabilities | (47) | (20) | |||||
| Adjusted income attributable to Deluxe available to common shareholders | $ | 147,292 | $ | 145,852 | |||
| Adjusted weighted-average shares and potential common shares outstanding(2) | 44,738 | 43,889 | |||||
| GAAP diluted EPS | $ | 1.18 | $ | 0.59 | |||
| Adjustments, net of tax | 2.11 | 2.73 | |||||
| Adjusted diluted EPS | $ | 3.29 | $ | 3.32 |
(1) The tax effect of the pretax adjustments takes into account the tax treatment and related tax rate(s) applicable to each adjustment in the relevant tax jurisdiction(s). Generally, this results in a tax impact that approximates the U.S. effective tax rate for each adjustment. However, the tax impact of certain adjustments, such as share-based compensation expense and gains on sales of businesses, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable effective tax rate(s) in those jurisdictions.
(2) The total of weighted-average shares and potential common shares outstanding used in the calculation of adjusted diluted EPS differs from the GAAP calculation due to differences in the amount of dilutive securities in each calculation.
RESTRUCTURING AND INTEGRATION EXPENSE
Restructuring and integration expense consists of costs related to initiatives aimed at driving earnings and cash flow growth, including costs related to the consolidation and migration of certain applications and processes. These costs consist primarily of consulting, project management services, internal labor, and other items such as facility closure and consolidation costs. Additionally, we have recorded employee severance costs across functional areas.
We are currently pursuing several initiatives designed to support our growth strategy and to increase our efficiency, including several initiatives that we collectively refer to as our North Star program. The goal of these initiatives is to enhance shareholder value by (1) accelerating our adjusted EBITDA growth, (2) increasing cash flow, (3) reducing debt, and (4) improving our leverage ratio. North Star is a comprehensive, multi-year plan that balances cost reduction and growth opportunities. On the cost reduction front, we are focused on refining our organizational structure and transforming our infrastructure and operations. We have successfully completed the material elements of our organizational redesign, which included consolidating similar roles, reducing hierarchical layers, and expanding spans of control. We are also leveraging technology and process automation to digitize and streamline our operations. Additionally, we are scaling our operations by consolidating back-office functions and tapping into the global labor market. On the revenue growth side, our priorities include developing an integrated software channel in Merchant Services, expanding our Data Solutions business to cater to more industry verticals, and enhancing our marketing and sales capabilities. We have made significant progress on all of the remaining North Star initiatives and anticipate continued positive impacts on our results of operations throughout the coming year. For example, we have significantly reduced our corporate expenses, which decreased 14% in 2024, compared to 2023. Further information regarding restructuring and
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integration expense can be found under the caption "Note 9: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
All investments under the North Star program are required to meet our internal hurdle rate and provide a higher return compared to other uses of capital, such as debt repayment. The North Star program aims to achieve a $100 million run-rate improvement in free cash flow and an $80 million run-rate improvement in adjusted EBITDA by 2026. Through December 31, 2024, we incurred related restructuring and integration expense of approximately $95 million ($50 million in 2024 and $45 million in 2023), and we expect to incur approximately $15 million in additional North Star restructuring and integration expense in 2025. These charges will include professional services fees, employee severance, and other restructuring-related costs.
The majority of the employee reductions included in our restructuring and integration accruals as of December 31, 2024, along with the related severance payments, are anticipated to be completed by mid-2025. As a result of these employee reductions, including those related to our North Star program, we realized cost savings of approximately $10 million in cost of sales and $25 million in SG&A expense in 2024, compared to our 2023 results of operations. For those employee reductions included in our restructuring and integration accruals through December 31, 2024, we expect to realize annual cost savings of approximately $5 million in cost of sales and $7 million in SG&A expense in 2025, compared to our 2024 results of operations. Note that these savings may be offset by increased labor and other costs, including inflationary impacts and investments in the business.
SEGMENT RESULTS
Effective January 1, 2024, we revised our reportable business segments to align with structural and management reporting changes that better reflect our portfolio mix and offerings. We now operate the following reportable segments, generally organized by product and service type: Merchant Services, B2B Payments, Data Solutions, and Print. The financial information presented below for our reportable business segments is consistent with that presented under the caption “Note 17: Business Segment Information” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report, where information regarding revenue for our product and service offerings can also be found. The segment information for 2023 and 2022 has been recast to reflect our current segment structure.
Merchant Services
Results for our Merchant Services segment were as follows:
| (in thousands) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 384,038 | $ | 364,233 | $ | 347,709 | 5.4% | 4.8% | ||||||||
| Adjusted EBITDA | 78,540 | 74,399 | 70,760 | 5.6% | 5.1% | |||||||||||
| Adjusted EBITDA margin | 20.5 | % | 20.4 | % | 20.4 | % | 0.1 pt. | — |
Total revenue for 2024 increased compared to 2023, driven by customer wins across market channels, including our partnerships with banks, government clients, and our expanding reach with integrated software vendors, or ISVs. Additionally, revenue benefited from pricing actions implemented in response to the inflationary environment. These gains were partially offset by pressure on processing volumes in some verticals.
The increase in adjusted EBITDA for 2024 compared to 2023 was primarily driven by the price increases and other revenue growth, along with cost management actions. The scalability of our business model and the pricing actions also contributed to the slight increase in the adjusted EBITDA margin. Looking ahead to 2025, we expect to maintain this positive trajectory by capitalizing on our strong market position and growing customer base.
Total revenue for 2023 increased compared to 2022, as processing volumes increased despite soft consumer spending. Additionally, revenue benefited from pricing actions implemented in response to inflation and a significant customer conversion that went live in the fourth quarter of 2023.
The increase in adjusted EBITDA for 2023 compared to 2022 was primarily driven by the revenue growth and cost management actions. However, adjusted EBITDA margin remained flat year-over-year as the benefits from our pricing and cost management actions were offset by a shift in revenue mix linked to the higher processing volumes.
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B2B Payments
Results for our B2B Payments segment were as follows:
| (in thousands) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 287,851 | $ | 299,196 | $ | 307,117 | (3.8%) | (2.6%) | ||||||||
| Adjusted EBITDA | 57,088 | 62,034 | 71,242 | (8.0%) | (12.9%) | |||||||||||
| Adjusted EBITDA margin | 19.8 | % | 20.7 | % | 23.2 | % | (0.9) pt. | (2.5) pt. |
Total revenue for 2024 decreased compared to 2023, primarily due to reduced lockbox processing volumes and the absence of one-time hardware and license sales that occurred in 2023. We are continuing our migration from a dependency on one-time revenue to a more recurring revenue model. Consequently, we have intentionally shifted our focus away from selling products such as check imaging devices and one-time software licenses. These reductions in revenue were partially offset by a modest price increase to counteract inflation and the onboarding of new clients in the latter half of 2024. The revenue trend improved over the course of 2024, with a year-over-year decrease of 7.8% in the first half of the year, but a slight increase of 0.4% in the second half.
Adjusted EBITDA for 2024 decreased compared to 2023, driven mainly by the reduction in revenue, ongoing inflationary pressures on labor costs, and expenses related to the initial onboarding of new remittance processing customers in the latter half of 2024. These decreases were partially offset by our cost management actions, including the consolidation of our lockbox processing operations, as well as the modest price increase. Adjusted EBITDA margin decreased year-over-year, as inflationary pressures and the costs associated with new customer implementations exceeded the benefits from our pricing and cost management actions.
Total revenue for 2023 decreased compared to 2022, primarily due to reduced volumes for our fraud and security service offerings. Treasury management revenue remained virtually flat year-over-year, as price increases implemented in response to inflation were offset by the impact of one-time revenue in 2022 and demand softness for lockbox services.
Adjusted EBITDA for 2023 also decreased compared to 2022. This decline was primarily driven by the reduction in revenue and inflationary pressures on labor costs. These decreases were partially offset by the benefits realized from operational improvements across our lockbox sites. Adjusted EBITDA margin for 2023 decreased compared to 2022, as the investments in the business and increased labor costs exceeded the benefit from cost management actions.
Data Solutions
Results for our Data Solutions segment were as follows:
| (in thousands) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 234,033 | $ | 211,788 | $ | 196,707 | 10.5% | 7.7% | ||||||||
| Adjusted EBITDA | 60,443 | 46,281 | 44,833 | 30.6% | 3.2% | |||||||||||
| Adjusted EBITDA margin | 25.8 | % | 21.9 | % | 22.8 | % | 3.9 pt. | (0.9) pt. |
Total revenue for 2024 increased compared to 2023, driven by strong demand for customer acquisition marketing activities across both our core base of financial institution partners and our expanding portfolio of other clients. Robust new campaign activity underscores our success in collaborating with our customer base to deploy an optimized set of marketing capabilities.
Adjusted EBITDA for 2024 also increased compared to 2023, primarily driven by the rise in data-driven marketing volume, the benefits of our cost management actions, and a favorable mix of clients throughout the year. Adjusted EBITDA margin increased for 2024 compared to 2023, due to the cost management actions and favorable changes in client mix.
Total revenue for 2023 increased compared to 2022, driven by increased demand for our marketing services aimed at helping banks attract low-cost deposits and expand their business banking account offerings. This increase was partially offset by the pull-forward of some of our clients' marketing campaigns into the fourth quarter of 2022.
Adjusted EBITDA for 2023 also increased compared to 2022, mainly due to the growth in data-driven marketing and the benefits of our cost management actions. However, adjusted EBITDA margin decreased for 2023 compared to 2022, as the benefits of our cost management actions were more than offset by an unfavorable shift in client mix.
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Results for our Print segment were as follows:
| (in thousands) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 1,205,077 | $ | 1,261,283 | $ | 1,276,775 | (4.5%) | (1.2%) | ||||||||
| Adjusted EBITDA | 376,601 | 400,942 | 399,045 | (6.1%) | 0.5% | |||||||||||
| Adjusted EBITDA margin | 31.3 | % | 31.8 | % | 31.3 | % | (0.5) pt. | 0.5 pt. |
Total revenue for 2024 decreased compared to 2023, primarily due to the ongoing secular decline in order volumes for checks, business forms, and some business accessories, as well as demand softness for our promotional products. Increased competition, particularly in the lower-margin promotional, apparel, and branded accessory areas, contributed to this softness. This competitive pressure largely impacted our third-party sourced offerings, reducing the traditional fourth quarter increase in volume observed in the prior year. These revenue declines were partially offset by pricing actions implemented in response to inflation.
Adjusted EBITDA for 2024 also decreased compared to 2023, primarily due to the decline in revenue, inflationary pressures on materials and delivery costs, and increased bad debt expense. These decreases were partially offset by our cost management actions, as we continue to focus on operating expense discipline and overall efficiency within this segment. Adjusted EBITDA margin for 2024 decreased compared to 2023, as the benefits from our pricing and cost management actions were more than offset by the inflationary cost pressures and the increased bad debt expense.
Total revenue for 2023 decreased compared to 2022, driven by the continuing secular decline in order volumes for checks, business forms, and some business accessories, as well as demand softness within our distributor network. These decreases were partially offset by pricing actions implemented in response to inflation, as well as the acquisition of new small business clients and the expansion of relationships with some of our existing clients.
Adjusted EBITDA for 2023 increased slightly compared to 2022, mainly due to the benefits of our cost management actions and a more focused approach targeting products with better margins. These increases were partially offset by the revenue decline and inflationary pressures on materials and delivery costs. Adjusted EBITDA margin for 2023 also increased compared to 2022, as the inflationary cost pressures were more than offset by the benefits of the pricing and cost management actions, along with our focus on higher-margin products.
CASH FLOWS AND LIQUIDITY
As of December 31, 2024, we held cash and cash equivalents of $34 million. Additionally, we had restricted cash and restricted cash equivalents, which were included in settlement processing assets and other non-current assets on the consolidated balance sheet, totaling $275 million. The following table should be read in conjunction with the consolidated statements of cash flows located in Part II, Item 8 of this report.
| (in thousands) | 2024 | 2023 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 194,281 | $ | 198,367 | $ | (4,086) | |||||||
| Net cash used by investing activities | (69,842) | (43,305) | (26,537) | ||||||||||
| Net cash used by financing activities | (267,255) | (37,679) | (229,576) | ||||||||||
| Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents | (6,064) | 3,235 | (9,299) | ||||||||||
| Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | (148,880) | $ | 120,618 | $ | (269,498) | |||||||
| Free cash flow(1) | $ | 99,892 | $ | 97,620 | $ | 2,272 |
(1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which defines and illustrates how we calculate free cash flow.
Cash provided by operating activities for 2024 decreased $4 million compared to 2023, reflecting the secular declines in the Print segment, business exits, inflationary pressures on our cost structure, and an unfavorable year-over-year impact from certain working capital changes, primarily related to receivables, prepaids, and inventories. These impacts were partially offset by our pricing and cost management actions, reduced restructuring and integration spend, and lower payments for cloud computing arrangement implementation costs and performance-based employee cash bonuses.
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Included in net cash provided by operating activities were the following operating cash outflows:
| (in thousands) | 2024 | 2023 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest payments | $ | 117,828 | $ | 115,556 | $ | 2,272 | |||||||
| Income tax payments | 49,893 | 47,945 | 1,948 | ||||||||||
| Performance-based employee cash bonuses(1) | 39,045 | 44,483 | (5,438) | ||||||||||
| Prepaid product discount payments | 29,809 | 28,535 | 1,274 | ||||||||||
| Severance payments | 10,308 | 16,942 | (6,634) | ||||||||||
| Payments for cloud computing arrangement implementation costs | 3,145 | 9,118 | (5,973) |
(1) Amounts reflect compensation based on total company and segment performance.
Net cash used by investing activities for 2024 increased by $27 million compared to 2023. This increase was primarily driven by lower proceeds from business exit activities in 2024 and proceeds of $8 million received in 2023 from the sale of investment securities related to our exit from the payroll and human resources services business, as discussed in the Executive Overview section. These increases in net cash used were partially offset by payments of $10 million in 2023 related to a joint venture aimed at launching and marketing a business payment distribution technology platform, which did not recur in 2024.
Net cash used by financing activities for 2024 increased by $230 million compared to 2023. This increase was primarily driven by changes in settlement processing obligations during each period, including the impact of our exit from the payroll and human resources services business, as discussed in the Executive Overview section. Additionally higher payments on long-term debt in 2024 contributed to the increase, along with payments of $15 million in 2024 for debt issuance costs related to the refinancing of our debt in December 2024.
Significant investing and financing cash transactions for each period were as follows:
| (in thousands) | 2024 | 2023 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net change in settlement processing obligations | $ | (108,036) | $ | 79,063 | $ | (187,099) | |||||||
| Purchases of capital assets | (94,389) | (100,747) | 6,358 | ||||||||||
| Net change in debt | (82,270) | (55,188) | (27,082) | ||||||||||
| Cash dividends paid to shareholders | (54,155) | (53,325) | (830) | ||||||||||
| Payments for debt issuance costs | (15,225) | — | (15,225) | ||||||||||
| Proceeds from sale of businesses and long-lived assets | 23,295 | 53,635 | (30,340) | ||||||||||
| Proceeds from sale of settlement processing asset debt securities | — | 8,006 | (8,006) |
When evaluating our cash needs, we must take into account our debt service requirements, lease obligations, other contractual commitments, and contingent liabilities. Detailed information regarding the maturities of our long-term debt, our operating and finance lease obligations, and contingent liabilities can be found in the Notes to Consolidated Financial Statements under the captions "Note 13: Debt," "Note 14: Leases," and "Note 15: Other Commitments and Contingencies," located in Part II, Item 8 of this report.
Furthermore, we have entered into contracts with third-party service providers, primarily for information technology services, including cloud computing and professional services. These agreements also cover outsourced services, data purchases, and payment acceptance services. These contracts commit us to payments totaling approximately $225 million, with approximately $70 million due in 2025, $60 million due in 2026, and the remaining amounts due through 2029. We anticipate that capital expenditures will be between $90 and $100 million in 2025, compared to $94 million in 2024, as we continue to scale our product categories and invest in innovation.
As of December 31, 2024, we held cash and cash equivalents of $34 million, with an additional $374 million available for borrowing under our revolving credit facility. We believe that net cash generated from our operations, combined with cash and cash equivalents on hand, and the availability under our credit facility, will be sufficient to support our operations over the next 12 months. This includes meeting our contractual obligations, debt service requirements, and addressing our long-term capital needs. We expect to maintain our regular quarterly dividend payments. However, dividends are subject to approval by our board of directors each quarter and, therefore, may change.
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CAPITAL RESOURCES
As of December 31, 2024, the principal amount of our debt obligations was $1.52 billion, compared to $1.60 billion as of December 31, 2023. Detailed information regarding our outstanding debt, including our debt service obligations, can be found under the caption "Note 13: Debt” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Our capital structure for each period was as follows:
| December 31, 2024 | December 31, 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Amount | Period-end interest rate | Amount | Period-end interest rate | Change | ||||||||||||
| Fixed interest rate | $ | 925,000 | 8.1 | % | $ | 1,246,659 | 7.0 | % | $ | (321,659) | |||||||
| Floating interest rate | 596,917 | 7.2 | % | 357,528 | 7.9 | % | 239,389 | ||||||||||
| Total debt principal | 1,521,917 | 7.7 | % | 1,604,187 | 7.2 | % | (82,270) | ||||||||||
| Shareholders’ equity | 620,918 | 604,616 | 16,302 | ||||||||||||||
| Total capital | $ | 2,142,835 | $ | 2,208,803 | $ | (65,968) |
During 2024, we made significant changes to our debt obligations. In March 2024, we established an accounts receivable financing facility with a capacity of $80 million. As of December 31, 2024, $79 million was outstanding under the facility at an interest rate of 6.22%. The proceeds from these borrowings were used to prepay amounts due under our former secured term loan facility.
In December 2024, we executed a $900 million amended and restated credit agreement, which includes commitments of $400 million under a revolving credit facility and $500 million under a term loan facility. Concurrently, we repaid and terminated our previous credit facility, recording interest expense of $2 million for the write-off of the related unamortized debt issuance costs. As of December 31, 2024, $518 million was outstanding under our new credit agreement, at a weighted-average interest rate of 7.23%.
Additionally, in December 2024, we issued $450 million of 8.125% senior secured notes that mature in September 2029. However, if any of our senior unsecured notes remain outstanding as of February 1, 2029, the senior secured notes will mature on February 1, 2029. The proceeds from this offering, net of discount and offering costs, were $441 million, resulting in an effective interest rate of 8.6%. The net proceeds, along with borrowings from the new credit agreement established in December 2024, were used to refinance the former senior secured term loan and revolving credit facilities.
Information regarding our debt covenants can be found under the caption "Note 13: Debt” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. As of December 31, 2024, we were in compliance with our debt covenants.
In October 2018, our board of directors authorized the repurchase of up to $500 million of our common stock. This authorization does not have an expiration date. We have not repurchased any shares under this authorization since the first quarter of 2020. As of December 31, 2024, $287 million remained available for repurchase. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity located in Part II, Item 8 of this report.
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates are those that are most important to accurately portraying our financial condition and results of operations, or that place significant demands on management's judgment regarding the effects of inherently uncertain matters, and different estimates or assumptions could materially impact our financial condition or results of operations. Our MD&A discussion is based on our consolidated financial statements, which have been prepared in accordance with GAAP. Our accounting policies are detailed under the caption “Note 1: Significant Accounting Policies” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
We regularly review the accounting policies used in reporting our financial results. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the related disclosure of contingent assets and liabilities. These estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities.
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In some cases, we could have reasonably used different accounting estimates and in other cases, changes in the accounting estimates are likely to occur from period to period. Therefore, actual results may differ from our estimates. Significant estimates and judgments are reviewed by management on an ongoing basis and by the Audit and Finance Committee of our board of directors at the end of each quarter, prior to the public release of our financial results.
Revenue Recognition
We recognize product revenue when control of the goods is transferred to our customers, reflecting the consideration we expect to receive in exchange for those goods. Typically, control is transferred when products are shipped. The majority of our service revenue is recognized as the services are provided. Most of our contracts involve either the shipment of tangible products or the delivery of services with a single performance obligation or multiple performance obligations where control is transferred simultaneously. Some of our financial institution contracts include prepaid product discounts, which are cash payments made to our financial institution clients. These prepaid product discounts are recorded in other non-current assets on the consolidated balance sheets and are generally amortized as reductions of revenue on the straight-line basis over the contract term. Sales tax collected during revenue-producing activities is excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related costs are recorded in cost of products and accrued when the related revenue is recognized.
When another party is involved in providing goods or services to a customer, we determine whether our obligation is to provide the specified good or service ourselves or to arrange for the good or service to be provided by the other party. If we are responsible for satisfying a performance obligation based on our control over the product or service, we are considered the principal and recognize revenue for the gross amount of consideration. If the other party is primarily responsible for satisfying the performance obligation, we are considered the agent and recognize revenue in the amount of any fee or commission we are entitled to. We sell certain products and services through a network of distributors and have determined that we are the principal in these transactions, recording revenue for the gross amount of consideration. Within Merchant Services, we present revenue net of the interchange fees retained by the card issuing financial institutions and the fees charged by the payment networks.
Certain costs incurred to obtain customer contracts must be recognized as assets and amortized in line with the transfer of goods or services to the customer. We defer costs related to obtaining check supply, treasury management solutions, and merchant services contracts. These amounts, which totaled $19 million as of December 31, 2024, are included in other non-current assets on the consolidated balance sheets and are amortized on the straight-line basis as SG&A expense. The straight-line amortization approximates the timing of the transfer of goods or services to the customer, generally over periods of two to five years. Costs are expensed as incurred when the amortization period is one year or less.
Accounting for customer contracts can be complex and may involve various techniques to estimate total contract revenue. Some contracts for data-driven marketing solutions include variable consideration that depends on the success of the marketing campaign, commonly referred to as pay-for-performance. We recognize revenue for estimated variable consideration as services are rendered, based on the most likely amount to be realized. As of December 31, 2024, the amount of conditional contract assets included in revenue in excess of billings on the consolidated balance sheet was $17 million. Estimates regarding the recognition of variable consideration are based on assumptions projecting the outcome of future events. Typically, the final amount of consideration for these contracts is determined within three to four months. We regularly review and update our contract-related estimates and do not expect that revisions to our estimates will have a material impact on our results of operations, financial position, or cash flows.
Goodwill Impairment
As of December 31, 2024, our goodwill totaled $1.42 billion, representing 50.3% of our total assets. We test goodwill for impairment annually as of July 31, or more frequently if events or changes in circumstances indicate a possible impairment.
To assess goodwill for impairment, we assign it to individual reporting units. Identification of reporting units involves analyzing the components that comprise each of our operating segments, considering factors such as the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form a reporting unit if they have similar economic characteristics. We periodically review our reporting units to ensure they continue to reflect the manner in which we operate our business.
During our annual goodwill impairment analysis, we may first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this qualitative assessment suggests it is not more likely than not that the fair value is less than the carrying amount, a quantitative impairment test is unnecessary. For the 2024 annual impairment analysis, we performed quantitative analyses for specific reporting units: Merchant Services, Treasury Management, and Business Essentials. These quantitative analyses indicated that the estimated fair values of the reporting units exceeded their carrying values. For the remaining reporting units with goodwill, we conducted qualitative analyses, considering factors such as economic, market, and industry conditions, cost factors, and the overall financial performance of the reporting units. We also reviewed the most recent quantitative analyses from prior periods. Based on these assessments, we found no changes in events or circumstances that suggested it was more likely than not that the fair value of any reporting unit was less
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than its carrying amount. As such, no goodwill impairment charges were recorded as a result of our 2024 annual impairment analysis.
When a quantitative analysis is necessary, we compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. The carrying value is based on the assets and liabilities associated with the reporting unit's operations, often requiring the allocation of shared and corporate items among reporting units. We use a discounted cash flow model to estimate the fair value of a reporting unit. This model involves projecting future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. We project revenue using historical trending and internal forecasting techniques, apply our fixed and variable cost experience rates to the projected revenue, and calculate future cash flows. A terminal value is then applied to the projected cash flow stream, and future estimated cash flows are discounted to their present value to determine the estimated fair value. The discount rate used is the market-value-weighted-average of our estimated cost of capital, derived using both known and estimated customary market metrics. To determine the estimated fair values of our reporting units, we estimate several factors, including projected revenue growth rates, EBITDA margins, terminal growth rates, discount rates, and the allocation of shared and corporate items. When completing quantitative analyses for all of our reporting units, we compare the summation of our reporting units' fair values to our consolidated fair value, as indicated by our market capitalization, to ensure the reasonableness of our calculations.
In 2023, we entered into agreements to transition our U.S. and Canadian payroll and human resources services customers to other service providers. This business, which comprised a reporting unit with a goodwill balance of $8 million as of December 31, 2023, underwent an impairment evaluation during the latter half of 2024 as we transitioned out of the business. During the third and fourth quarters of 2024, we recorded goodwill impairment charges totaling $8 million, as we determined that the remaining cash flows to be generated by the business no longer supported the carrying value of the reporting unit.
Further details about our goodwill impairment analyses can be found under the caption "Note 8: Fair Value Measurements" in the Notes to Consolidated Financial Statements located in Item II, Part 8 of this report. Evaluating asset impairment involves assumptions about future events, market conditions, and financial performance over the asset's life, requiring significant judgment. Actual results may differ from our assumptions. For instance, a sustained decline in our stock price, a downturn in economic conditions affecting our operating results, changes in business strategies or resource allocation, loss of significant customers, increased competition, or accelerated declines in order volume for checks and business forms could indicate a decline in the fair value of one or more reporting units, potentially necessitating additional impairment charges for goodwill or other assets.
New Accounting Pronouncements
Information regarding accounting pronouncements not yet adopted can be found under the caption “Note 2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
FY 2023 10-K MD&A
SEC filing source: 0000027996-24-000065.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") includes the following sections:
•Executive Overview that discusses what we do, our operating results at a high level and our financial outlook for the upcoming year;
•Consolidated Results of Operations; Restructuring and Integration Expense; and Segment Results that includes a more detailed discussion of our revenue and expenses;
•Cash Flows and Liquidity and Capital Resources that discusses key aspects of our cash flows, financial commitments, capital structure and financial position; and
•Critical Accounting Estimates that discusses the estimates that involve a significant level of uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Please note that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Part I, Item 1A of this report outlines known material risks and important information to consider when evaluating our forward-looking
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statements. The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. When we use the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” “outlook,” "forecast" or similar expressions in this Annual Report on Form 10-K, in future filings with the Securities and Exchange Commission ("SEC"), in our press releases, investor presentations and in oral statements made by our representatives, they indicate forward-looking statements within the meaning of the Reform Act.
This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In addition, we discuss free cash flow, net debt, liquidity, adjusted diluted earnings per share ("EPS"), consolidated adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA") and consolidated adjusted EBITDA margin, all of which are non-GAAP financial measures. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide useful information to assist investors in analyzing our current period operating performance and in assessing our future operating performance. For this reason, our internal management reporting also includes these financial measures, which should be considered in addition to, and not as superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and therefore, may not result in useful comparisons. The reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in Consolidated Results of Operations.
The following discussion and analysis provides information we believe to be relevant to understanding our financial condition and results of operations. This discussion focuses on our financial results for the years ended December 31, 2023 and December 31, 2022. A discussion of our results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021, is included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 ("the 2022 Form 10-K"), filed with the SEC on February 24, 2023, and is incorporated by reference into this Form 10-K. You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes presented in Part II, Item 8 of this report.
EXECUTIVE OVERVIEW
We help businesses deepen customer relationships through trusted, technology-enabled solutions that help businesses pay and get paid, accelerate growth and operate more efficiently. Our solutions include merchant services, marketing services and data analytics, treasury management solutions, promotional products, and fraud and security solutions, as well as customized checks and business forms. We support millions of small businesses, thousands of financial institutions and hundreds of the world’s largest consumer brands. We are also a leading provider of checks and accessories sold directly to consumers. Our reach, scale and distribution channels position us to be a trusted business partner for our customers.
Our Strategy
A detailed discussion of our strategy can be found in Part I, Item 1 of this report. During the first quarter of 2023, we completed our 3-year corporate infrastructure modernization program with the implementation of the final major phase of our enterprise resource planning ("ERP") system. This effort required significant investment and management attention over the past 3 years. We expect that the new platform will now drive additional cost improvements and scale. We also made significant progress in our ongoing lockbox improvement efforts within our Payments segment, continuing to consolidate sites and shift work to optimize our operations. Having substantially completed our infrastructure modernization initiatives, we have shifted our focus to growth investments, primarily in Payments and Data Solutions, so that we can continue to drive scale, with the goal of growing profits faster than revenue. During 2023, adjusted EBITDA margin increased as compared to the prior year, as our operations continued to benefit from our disciplined pricing actions and overall cost management. We recently announced our North Star program, the goal of which is to further drive shareholder value by (1) expanding our EBITDA growth trajectory, (2) driving increased cash flow, (3) paying down debt, and (4) improving our leverage ratio. Further information can be found in Restructuring and Integration Expense.
During the first quarter of 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment structure during 2023, and we continued to allocate resources and assess performance based on our current reportable segment structure. Information regarding our realigned reportable segments for the quarter ending March 31, 2024 can be found in Part I, Item 1 of this report.
Divestitures / business exits – In June 2023, we completed the sale of our North American web hosting and logo design businesses. These businesses generated annual revenue of approximately $66 million during 2022, primarily in our Data Solutions segment. In September and December 2023, we executed agreements allowing for the conversion of our U.S. and Canadian payroll and human resources services customers to other service providers. These businesses generated annual revenue of approximately $27 million in the Payments segment during 2023.
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In May 2022, we completed the sale of our Australian web hosting business, and we also sold our Promotional Solutions strategic sourcing and retail packaging businesses during 2022. These businesses generated annual revenue of approximately $24 million in our Data Solutions segment and approximately $29 million in our Promotional Solutions segment during 2021.
We believe that these business exits allow us to focus our resources on the key growth areas of payments and data, while allowing us to optimize our operations. Further information regarding these business exits can be found under the caption "Note 6: Acquisition and Divestitures" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
2023 Financial Results
Cash flows and liquidity – Cash provided by operating activities for 2023 increased $6.8 million as compared to 2022, driven by positive changes in working capital, pricing and cost saving actions, and a decrease of $9.5 million in payments for cloud computing implementation costs related to the implementation of our ERP system, which was completed in early 2023. Growth in data-driven marketing and merchant services revenue also contributed to the increase in operating cash flow. Partially offsetting these increases in operating cash flow was a $28.4 million increase in interest payments as a result of rising interest rates, as well as a $9.5 million increase in employee bonus payments related to our 2022 operating performance and a $9.3 million increase in income tax payments driven, in large part, by the timing of our federal tax payments. Operating cash flow was also negatively impacted by the continuing secular decline in checks, business forms and certain Promotional Solutions business accessories, inflationary pressures on hourly wages, materials and delivery, and the impact of business exits. Free cash flow increased $10.7 million for 2023, as compared to 2022. Total debt was $1.59 billion and net debt was $1.52 billion as of December 31, 2023. We held cash and cash equivalents of $72.0 million as of December 31, 2023, and liquidity was $312.5 million. Our capital allocation priorities are to reduce our debt and net leverage, deliver high return internal investments and pay our dividend. We continue to responsibly invest the free cash flow generated by our Checks and Promotional Solutions businesses into Payments and Data Solutions, businesses that we believe can generate more robust growth over time. A reconciliation of free cash flow, net debt and liquidity to the comparable GAAP financial measures can be found in Consolidated Results of Operations.
2023 earnings vs. 2022 – Multiple factors drove the decrease in net income for 2023, as compared to 2022, including:
•increased investments in the business, primarily costs related to our technology infrastructure and a $27.3 million increase in restructuring and integration expense as we continue to take actions to grow earnings and optimize our cost structure;
•a $31.2 million increase in interest expense resulting from increasing interest rates on our variable-rate debt;
•the continuing secular decline in checks, business forms and some Promotional Solutions business accessories;
•inflationary pressures on hourly wages, materials and delivery; and
•the impact of business exits.
Partially offsetting these decreases in net income were the following factors:
•price increases in response to the inflationary environment;
•the benefit of actions taken to reduce costs, including workforce adjustments, marketing optimization and real estate rationalization;
•a $15.7 million decrease in acquisition amortization, as certain of our assets are amortized using accelerated methods; and
•a $13.1 million increase in gain on sale of businesses and long-lived assets, driven by our business exit activity.
Diluted EPS of $0.59 for 2023, as compared to $1.50 for 2022, reflects the decrease in net income as described in the preceding paragraphs, as well as higher average shares outstanding in 2023. Adjusted diluted EPS for 2023 was $3.32 compared to $4.08 for 2022, and excludes the impact of non-cash items or items that we believe are not indicative of our current period operating performance. The decrease in adjusted diluted EPS was driven by the increase in interest expense resulting from the effect of increasing interest rates on our variable-rate debt, increased investments in the business, inflationary pressures on our cost structure, the continuing secular decline in checks, business forms and some business accessories, and the impact of business exits. These decreases in adjusted diluted EPS were partially offset by price increases in response to the inflationary environment and the benefit of various cost saving actions across functional areas. A reconciliation of diluted EPS to adjusted diluted EPS can be found in Consolidated Results of Operations.
Recent market conditions – Interest expense has increased as a result of the rising interest rate environment. As of December 31, 2023, we held interest rate swaps that effectively convert $771.7 million of our variable-rate debt to a fixed rate. As
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a result, 78% of our debt had a fixed interest rate of 7.0% as of December 31, 2023, which partially insulates us from future interest rate increases.
We continue to monitor inflationary pressures on our labor, delivery and material costs. In response to the inflationary environment, we implemented targeted price increases in all of our segments. Despite the price changes, we continue to experience healthy revenue volumes, demonstrating the strength of our business and continued demand for our products. We have, at times, experienced some supply disruptions impacting certain printed products in our Promotional Solutions segment. We continue to closely monitor our supply chain to avoid delays or disruptions. We have also experienced labor supply issues in certain portions of our business. It remains difficult to estimate the severity and duration of the inflationary environment or supply chain and labor issues on our business, financial position or results of operations.
The disruptions to some regional financial institutions earlier in the year had no impact on our business or results of operations. We do not bank with any of the directly affected financial institutions, and they collectively represent an immaterial portion of our revenue. Additionally, we have very little customer concentration risk, and we believe our diversified customer base positions us well going forward.
Outlook for 2024
We expect that revenue for 2024 will be between $2.14 billion and $2.18 billion, as compared to 2023 revenue of $2.19 billion. The 2023 amount included revenue of approximately $56 million that will not recur in 2024 due to business exits. We expect that adjusted EBITDA for 2024 will be between $400 million and $420 million, as compared to $417 million for 2023. The 2023 amount included adjusted EBITDA of approximately $26 million that will not recur in 2024 due to business exits. These estimates are subject to, among other things, prevailing macroeconomic conditions, global unrest, labor supply issues, inflation and the impact of business exits.
As of December 31, 2023, we held cash and cash equivalents of $72.0 million and $240.5 million was available for borrowing under our revolving credit facility. We anticipate that capital expenditures will be approximately $100 million in 2024, as compared to $100.7 million for 2023, as we continue with important innovation investments and building scale across our product categories. We also expect that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months, as well as our long-term capital requirements. We were in compliance with our debt covenants as of December 31, 2023, and we anticipate that we will remain in compliance with our debt covenants throughout 2024.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated Revenue
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 2,192,260 | $ | 2,238,010 | (2.0%) |
The decrease in total revenue for 2023, as compared to 2022, was driven, in part, by the business exits discussed in Executive Overview, which resulted in a decrease in revenue of approximately $52 million for 2023, as well as the continuing secular decline in order volume for checks, business forms and some Promotional Solutions business accessories. These decreases in revenue were partially offset by price increases in response to the inflationary environment, primarily in our Promotional Solutions and Checks segments, as well as growth from new business and favorable volumes for data-driven marketing and merchant services.
We do not manage our business based on product versus service revenue. Instead, we analyze our revenue based on the product and service offerings shown under the caption "Note 17: Business Segment Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Our revenue mix by business segment was as follows:
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Payments | 31.5 | % | 30.3 | % | ||
| Data Solutions | 10.9 | % | 11.9 | % | ||
| Promotional Solutions | 24.7 | % | 25.2 | % | ||
| Checks | 32.9 | % | 32.6 | % | ||
| Total revenue | 100.0 | % | 100.0 | % |
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Consolidated Cost of Revenue
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total cost of revenue | $ | 1,029,577 | $ | 1,032,116 | (0.2%) | |||||||
| Total cost of revenue as a percentage of total revenue | 47.0 | % | 46.1 | % | 0.9 pt. |
Cost of revenue consists primarily of raw materials used to manufacture our products, shipping and handling costs, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of assets used in the production process and in support of digital service offerings, and related overhead.
The decrease in total cost of revenue for 2023, as compared to 2022, was driven by reduced revenue volume from the continuing secular decline in checks, business forms and some Promotional Solutions business accessories, as well as a decrease of approximately $27 million from the business exits discussed under Executive Overview. Partially offsetting these decreases in total cost of revenue was inflationary pressures on hourly wages, materials and delivery, as well as the revenue growth from new business and favorable volumes, primarily data-driven marketing and merchant services. In addition, investments in the business increased, including some cost pressures in our Payments lockbox business earlier in the year as we continued to consolidate these operations. Restructuring and integration expense included in total cost of revenue increased $11.6 million as we continued to pursue cost reductions and growth initiatives.
Total cost of revenue as a percentage of total revenue for 2023 increased as compared to 2022, as the inflationary impacts, investments in the business and restructuring and integration expense more than offset the benefit of our pricing actions.
Consolidated Selling, General & Administrative ("SG&A") Expense
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SG&A expense | $ | 956,068 | $ | 993,250 | (3.7%) | |||||||
| SG&A expense as a percentage of total revenue | 43.6 | % | 44.4 | % | (0.8) pt. |
The decrease in SG&A expense for 2023, as compared to 2022, was driven, in part, by various cost reduction actions, including workforce adjustments, marketing optimization and real estate rationalization, as well as a decrease related to the business exits discussed under Executive Overview of approximately $15 million for 2023. Additionally, acquisition amortization decreased $15.0 million in 2023, as certain of our intangible assets are amortized using accelerated methods. These decreases in SG&A expense were partially offset by increased costs related to our continued investments in the business, primarily related to our technology infrastructure.
Total SG&A expense as a percentage of total revenue for 2023 decreased as compared to 2022, as the impact of price increases, our cost reduction actions and the decrease in acquisition amortization more than offset the impact of investments in the business.
Restructuring and Integration Expense
| (in thousands) | 2023 | 2022 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restructuring and integration expense | $ | 78,245 | $ | 62,529 | $ | 15,716 |
We continue to pursue several initiatives designed to focus our business behind our growth strategy and to increase our efficiency. The amount of restructuring and integration expense is expected to vary from period to period as we execute these initiatives. Further information regarding these costs can be found in Restructuring and Integration Expense in this MD&A discussion.
Gain on Sale of Businesses and Long-Lived Assets
| (in thousands) | 2023 | 2022 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gain on sale of businesses and long-lived assets | $ | 32,421 | $ | 19,331 | $ | 13,090 |
As discussed in Executive Overview, during 2023, we completed the sale of our North American web hosting and logo design businesses, recognized income from actions related to the decision to exit our payroll and human resources services business, and sold 2 facilities. During 2022, we completed the sale of our Australian web hosting business, our Promotional Solutions retail packaging and strategic sourcing businesses, and a facility. Net cash proceeds from these transactions were $53.6 million during 2023 and $25.2 million during 2022. Further information regarding these business exits can be found under the caption "Note 6: Acquisition and Divestitures" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
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Interest Expense
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest expense | $ | 125,643 | $ | 94,454 | 33.0% | |||||||
| Weighted-average debt outstanding | 1,676,858 | 1,682,676 | (0.3%) | |||||||||
| Weighted-average interest rate | 7.06 | % | 5.19 | % | 1.87 pt. |
The increase in interest expense for 2023, as compared to 2022, was due primarily to the increase in our weighted-average interest rate driven by the rising interest rate environment. Based on the amount of variable-rate debt outstanding as of December 31, 2023, a one percentage point change in the weighted-average interest rate would result in a $4 million change in interest expense for 2024.
Income Tax Provision
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income tax provision | $ | 13,572 | $ | 18,848 | (28.0%) | |||||||
| Effective tax rate | 34.1 | % | 22.3 | % | 11.8 pt. |
The increase in the effective income tax rate for 2023, as compared to 2022, was driven primarily by an increase of 7.8 points related to the repatriation of foreign earnings and the change in our foreign effective tax rate, as well as a 3.9 point increase driven by return-to-provision adjustments and a 3.5 point increase related to the tax impact of share-based compensation. These increases in our effective income tax rate were partially offset by a benefit of 4.1 points from the impacts of business exits, including related changes in the deferred tax valuation allowance. Information regarding other factors that impacted our effective income tax rates can be found under the caption "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Net Income / Diluted Earnings per Share
| (in thousands, except per share amounts) | 2023 | 2022 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income | $ | 26,227 | $ | 65,530 | (60.0 | %) | |||||||
| Diluted earnings per share | 0.59 | 1.50 | (60.7 | %) | |||||||||
| Adjusted diluted EPS(1) | 3.32 | 4.08 | (18.6 | %) |
(1) Information regarding the calculation of adjusted diluted EPS can be found in the following section entitled Reconciliation of Non-GAAP Financial Measures.
The decreases in net income, diluted EPS and adjusted diluted EPS for 2023, as compared to 2022, were driven by the factors outlined in Executive Overview – 2023 results vs. 2022.
Adjusted EBITDA
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA(1) | $ | 417,135 | $ | 418,130 | (0.2%) | |||||||
| Adjusted EBITDA as a percentage of total revenue (adjusted EBITDA margin)(1) | 19.0 | % | 18.7 | % | 0.3 pt. |
(1) Information regarding the calculation of adjusted EBITDA and adjusted EBITDA margin can be found in the following section entitled Reconciliation of Non-GAAP Financial Measures.
The slight decrease in adjusted EBITDA for 2023, as compared to 2022, was driven primarily by increased costs related to our continued investments in the business, primarily inefficiencies related to the consolidation of our Payments lockbox business earlier in the year and costs related to our technology infrastructure, as well as inflationary pressures on hourly wages, materials and delivery. Also reducing adjusted EBITDA was the continuing secular decline in checks, business forms and some business accessories, and the business exits discussed under Executive Overview reduced adjusted EBITDA approximately $14 million in 2023. Partially offsetting these decreases in adjusted EBITDA were price increases in response to the inflationary environment, the benefit of actions taken to reduce costs as we continually evaluate our cost structure, and the growth in data-driven marketing and merchant services revenue.
Adjusted EBITDA margin increased for 2023, as compared to 2022, driven by price increases, the benefit of cost saving actions and operating leverage, partially offset by inflationary pressures and our continued investments in the business.
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Reconciliation of Non-GAAP Financial Measures
Free cash flow – We define free cash flow as net cash provided by operating activities less purchases of capital assets. We believe that free cash flow is an important indicator of cash available for debt service and for shareholders, after making capital investments to maintain or expand our asset base. A limitation of using the free cash flow measure is that not all of our free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. We believe that the measure of free cash flow provides an additional metric to compare cash generated by operations on a consistent basis and to provide insight into the cash flow available to fund items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases.
Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows:
| (in thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 198,367 | $ | 191,531 | |||
| Purchases of capital assets | (100,747) | (104,598) | |||||
| Free cash flow | $ | 97,620 | $ | 86,933 |
Net debt – Management believes that net debt is an important measure to monitor leverage and to evaluate the balance sheet. In calculating net debt, cash and cash equivalents are subtracted from total debt because they could be used to reduce our debt obligations. A limitation associated with using net debt is that it subtracts cash and cash equivalents, and therefore, may imply that management intends to use cash and cash equivalents to reduce outstanding debt. In addition, net debt suggests that our debt obligations are less than the most comparable GAAP measure indicates.
Total debt reconciles to net debt as follows as of December 31:
| (in thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Total debt | $ | 1,592,851 | $ | 1,644,276 | |||
| Cash and cash equivalents | (71,962) | (40,435) | |||||
| Net debt | $ | 1,520,889 | $ | 1,603,841 |
Liquidity – We define liquidity as cash and cash equivalents plus the amount available for borrowing under our revolving credit facility. We consider liquidity to be an important metric for demonstrating the amount of cash that is available or that could be available on short notice. This financial measure is not a substitute for GAAP liquidity measures. Instead, we believe that this measurement enhances investors' understanding of the funds that are currently available.
Liquidity was as follows as of December 31:
| (in thousands) | 2023 | 2022 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 71,962 | $ | 40,435 | ||
| Amount available for borrowing under revolving credit facility | 240,514 | 295,177 | ||||
| Liquidity | $ | 312,476 | $ | 335,612 |
Adjusted diluted EPS – By excluding the impact of non-cash items or items that we believe are not indicative of current period operating performance, we believe that adjusted diluted EPS provides useful comparable information to assist in analyzing our current period operating performance and in assessing our future operating performance. As such, adjusted diluted EPS is one of the key financial performance metrics we use to assess the operating results and performance of the business and to identify strategies to improve performance. It is reasonable to expect that one or more of the excluded items will occur in future periods, but the amounts recognized may vary significantly.
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Diluted earnings per share for the years ended December 31 reconciles to adjusted diluted EPS as follows:
| (in thousands, except per share amounts) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 26,227 | $ | 65,530 | |||
| Net income attributable to non-controlling interest | (107) | (135) | |||||
| Net income attributable to Deluxe | 26,120 | 65,395 | |||||
| Acquisition amortization | 74,839 | 90,588 | |||||
| Accelerated amortization | 2,500 | — | |||||
| Restructuring and integration expense | 90,475 | 63,136 | |||||
| Share-based compensation expense | 20,525 | 23,676 | |||||
| Acquisition transaction costs | — | 130 | |||||
| Certain legal-related expense (benefit) | 2,195 | (730) | |||||
| Gain on sale of businesses and long-lived assets | (32,421) | (19,331) | |||||
| Loss on sale of investment securities | 1,323 | — | |||||
| Gain on debt retirements | — | (1,726) | |||||
| Adjustments, pretax | 159,436 | 155,743 | |||||
| Income tax provision impact of pretax adjustments(1) | (39,684) | (43,854) | |||||
| Adjustments, net of tax | 119,752 | 111,889 | |||||
| Adjusted net income attributable to Deluxe | 145,872 | 177,284 | |||||
| Income allocated to participating securities | — | (98) | |||||
| Re-measurement of share-based awards classified as liabilities | (20) | (512) | |||||
| Adjusted income attributable to Deluxe available to common shareholders | $ | 145,852 | $ | 176,674 | |||
| Weighted-average shares and potential common shares outstanding | 43,843 | 43,310 | |||||
| Adjustment(2) | 46 | — | |||||
| Adjusted weighted-average shares and potential common shares outstanding | 43,889 | 43,310 | |||||
| GAAP diluted earnings per share | $ | 0.59 | $ | 1.50 | |||
| Adjustments, net of tax | 2.73 | 2.58 | |||||
| Adjusted diluted EPS | $ | 3.32 | $ | 4.08 |
(1) The tax effect of the pretax adjustments considers the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). Generally, this results in a tax impact that approximates the U.S. effective tax rate for each adjustment. However, the tax impact of certain adjustments, such as share-based compensation expense and gains on sales of businesses, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable effective tax rate(s) in those jurisdictions.
(2) The total of weighted-average shares and potential common shares outstanding used in the calculation of adjusted diluted EPS differs from the GAAP calculation due to differences in the amount of dilutive securities in each calculation.
Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are useful in evaluating our operating performance, as they eliminate the effect of interest expense, income taxes, the accounting effects of capital investments (i.e., depreciation and amortization) and certain items, as presented below, that may vary for reasons unrelated to current period operating performance. In addition, management utilizes these measures to assess the operating results and performance of the business, to perform analytical comparisons and to identify strategies to improve performance. We also believe that an increasing adjusted EBITDA and adjusted EBITDA margin depict an increase in the value of the company. We do not consider adjusted EBITDA to be a measure of cash flow, as it does not consider certain cash requirements such as interest, income taxes, debt service payments or capital investments.
We have not reconciled our adjusted EBITDA outlook for 2023 to the directly comparable GAAP financial measure because we do not provide outlook guidance for net income or the reconciling items between net income and adjusted EBITDA. Because of the substantial uncertainty and variability surrounding certain of these forward-looking reconciling items, including asset impairment charges; restructuring and integration expense; gains and losses on sales of businesses and long-lived assets; and certain legal-related expenses, a reconciliation of the non-GAAP financial measure outlook guidance to the corresponding GAAP measure is not available without unreasonable effort. The probable significance of certain of these reconciling items is high and, based on historical experience, could be material.
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Net income for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows:
| (in thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 26,227 | $ | 65,530 | |||
| Non-controlling interest | (107) | (135) | |||||
| Depreciation and amortization expense | 169,703 | 172,552 | |||||
| Interest expense | 125,643 | 94,454 | |||||
| Income tax provision | 13,572 | 18,848 | |||||
| Restructuring and integration expense | 90,475 | 63,136 | |||||
| Share-based compensation expense | 20,525 | 23,676 | |||||
| Acquisition transaction costs | — | 130 | |||||
| Certain legal-related expense (benefit) | 2,195 | (730) | |||||
| Gain on sale of businesses and long-lived assets | (32,421) | (19,331) | |||||
| Loss on sale of investment securities | 1,323 | — | |||||
| Adjusted EBITDA | $ | 417,135 | $ | 418,130 | |||
| Adjusted EBITDA margin | 19.0 | % | 18.7 | % |
RESTRUCTURING AND INTEGRATION EXPENSE
Restructuring and integration expense consists of costs related to initiatives to drive earnings and cash flow growth and also includes costs related to the consolidation and migration of certain applications and processes, including our financial management system. These costs consist primarily of consulting, project management services and internal labor, as well as other costs associated with our initiatives, such as costs related to facility closures and consolidations. In addition, we have recorded employee severance costs across functional areas.
We are currently pursuing several initiatives designed to support our growth strategy and to increase our efficiency, including several initiatives that we collectively refer to as our North Star program. The goal of these initiatives is to further drive shareholder value by (1) expanding our EBITDA growth trajectory, (2) increasing cash flow, (3) paying down debt, and (4) improving our leverage ratio. Our various initiatives include a balanced mix of structural cost reductions focused on organizational structure, processes and operational improvements, in addition to workstreams to drive revenue growth. We have already combined like-for-like capabilities, reduced management layers and consolidated core operations to run more efficiently and to create the ability to invest in high impact talent to accelerate our growth businesses of payments and data. The associated costs, which consisted primarily of consulting and severance costs, drove the increase in restructuring and integration expense during 2023. Further information regarding restructuring and integration expense can be found under the caption "Note 9: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
We expect that the benefits of the various North Star initiatives will ramp up over the coming quarters. The overall program targets a $100 million run-rate improvement in free cash flow and an $80 million run-rate improvement in adjusted EBITDA by 2026. Through December 31, 2023, we incurred related restructuring and integration expense of approximately $45 million, and we expect to incur an additional $70 million to $90 million over the next 2 years. These charges will include employee severance, professional services fees and other restructuring-related charges.
The majority of the employee reductions included in our restructuring and integration accruals as of December 31, 2023, as well as the related severance payments, are expected to be completed by mid-2024. As a result of our employee reductions, including those related to our North Star program, we realized cost savings of approximately $7 million in cost of sales and $25 million in SG&A expense in 2023, in comparison to our 2022 results of operations. For those employee reductions included in our restructuring and integration accruals through December 31, 2023, we expect to realize annual cost savings of approximately $8 million in cost of sales and $25 million in SG&A expense in 2024, in comparison to our 2023 results of operations. In addition, we realized cost savings from facility closures of approximately $3 million in 2023, in comparison to our 2022 results of operations, and we anticipate savings of approximately $3 million in 2024, in comparison to our 2023 results of operations. Note that these savings may be offset by increased labor and other costs, including inflationary impacts and investments in the business.
SEGMENT RESULTS
As of December 31, 2023, we operated 4 reportable business segments: Payments, Data Solutions, Promotional Solutions and Checks. These segments were generally organized by product type and reflected the way we managed the company. The financial information presented below for our reportable business segments is consistent with that presented
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under the caption “Note 17: Business Segment Information” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report, where information regarding revenue for our product and service offerings can also be found.
Payments
Results for our Payments segment were as follows:
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 690,704 | $ | 678,580 | 1.8% | |||||||
| Adjusted EBITDA | 152,798 | 144,605 | 5.7% | |||||||||
| Adjusted EBITDA margin | 22.1 | % | 21.3 | % | 0.8 pt. |
The increase in total revenue for 2023, as compared to 2022, was due to an increase in merchant services revenue of 4.8%, driven by strong merchant fees and volume. Treasury management revenue was flat year-over-year as price increases in response to the inflationary environment were offset by the impact of non-recurring revenue in the prior year and continued demand softness for lockbox services. For 2024, we expect mid-single digit percentage revenue growth for this segment.
The increase in adjusted EBITDA for 2023, as compared to 2022, was primarily driven by the revenue growth in merchant services, benefits from operational improvements across our lockbox sites, and price increases in response to the inflationary environment. These increases in adjusted EBITDA were partially offset by continued information technology investments and inflationary pressures on labor costs, as well as the lower lockbox services volume. For 2024, we expect adjusted EBITDA margin to continue in the low to mid 20% range.
Data Solutions
Results for our Data Solutions segment were as follows:
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 238,817 | $ | 267,525 | (10.7%) | |||||||
| Adjusted EBITDA | 55,700 | 68,214 | (18.3%) | |||||||||
| Adjusted EBITDA margin | 23.3 | % | 25.5 | % | (2.2) pt. |
The decrease in total revenue for 2023, as compared to 2022, was driven by the business exits discussed in Executive Overview, which resulted in a reduction in revenue of approximately $38 million for 2023. In addition, revenue from our North American web hosting business prior to the divestiture declined due to continuing customer churn. Partially offsetting these decreases in revenue was an increase in data-driven marketing revenue of $15 million for 2023, as demand increased for our marketing services in support of banks attracting low-cost deposits and expansion of business banking account offerings. This increase was partially offset by the impact of certain of our customer's marketing campaigns being pulled into the fourth quarter of 2022. For 2024, we expect that revenue will decline approximately $27 million as a result of the business exits and that the remainder of the business will deliver mid-single digit percentage revenue growth.
The decrease in adjusted EBITDA for 2023, as compared to 2022, was driven by the business exits discussed under Executive Overview, which reduced adjusted EBITDA by approximately $13 million for 2023, as well as the decrease in North American web hosting revenue prior to the divestiture. These decreases in adjusted EBITDA were partially offset by the growth in data-driven marketing and the benefit of various cost reduction actions. Adjusted EBITDA margin decreased for 2023, as compared to 2022, as the shift toward data-driven marketing revenue was offset by expense management. For 2024, we expect that adjusted EBITDA will decline approximately $9 million due to business exits, and we expect that adjusted EBITDA margin will be in the low 20% range.
Promotional Solutions
Results for our Promotional Solutions segment were as follows:
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 541,650 | $ | 562,917 | (3.8%) | |||||||
| Adjusted EBITDA | 80,751 | 79,549 | 1.5% | |||||||||
| Adjusted EBITDA margin | 14.9 | % | 14.1 | % | 0.8 pt. |
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The decrease in total revenue for 2023, as compared to 2022, was driven primarily by the continuing secular decline in business forms and some accessories and some demand softness in our distributor network. Additionally, the business exits discussed in Executive Overview resulted in a revenue decline of approximately $13 million for 2023. Partially offsetting these decreases in revenue was the impact of price increases in response to the inflationary environment, new clients and relationship expansion with existing clients. For 2024, we expect a low to mid single digit percentage revenue decline.
The increase in adjusted EBITDA for 2023, as compared to 2022, was driven primarily by price increases and cost reduction actions. In addition, we are taking a more focused approach and targeting products with better margins. Partially offsetting these increases in adjusted EBITDA were inflationary pressures on materials and delivery, the continuing secular decline in business forms and some accessories, and some demand softness in our distributor network. Adjusted EBITDA margin increased for 2023, as compared to 2022, as price increases, the benefit of cost reduction actions and our focus on products with better margins more than offset the impact of inflationary pressures. For 2024, we expect the adjusted EBITDA margin percentage to remain in the mid-teens.
Checks
Results for our Checks segment were as follows:
| (in thousands) | 2023 | 2022 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 721,089 | $ | 728,988 | (1.1%) | |||||||
| Adjusted EBITDA | 320,333 | 320,498 | (0.1%) | |||||||||
| Adjusted EBITDA margin | 44.4 | % | 44.0 | % | 0.4 pt. |
The decrease in total revenue for 2023, as compared to 2022, was driven primarily by the continuing secular decline in overall check volumes, partially offset by price increases in response to the inflationary environment. For 2024, we expect the percentage revenue decline to be in the low to mid single digits, consistent with our long-term expectations.
Adjusted EBITDA for 2023 was flat as compared to 2022, as the secular decline in overall check volumes and inflationary pressures on delivery and materials were offset by price increases and the benefit of cost saving actions. Adjusted EBITDA margin for 2023 increased as compared to 2022, as inflationary cost pressures were more than offset by the benefit of the pricing and cost saving actions. For 2024, we expect adjusted EBITDA margin to remain in the mid 40% range.
CASH FLOWS AND LIQUIDITY
As of December 31, 2023, we held cash and cash equivalents of $72.0 million, as well as restricted cash and restricted cash equivalents included in funds held for customers and in other non-current assets of $386.1 million. The following table should be read in conjunction with the consolidated statements of cash flows appearing in Part II, Item 8 of this report.
| (in thousands) | 2023 | 2022 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 198,367 | $ | 191,531 | $ | 6,836 | |||||||
| Net cash used by investing activities | (43,305) | (80,325) | 37,020 | ||||||||||
| Net cash used by financing activities | (37,679) | (48,601) | 10,922 | ||||||||||
| Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents | 3,235 | (10,681) | 13,916 | ||||||||||
| Net change in cash, cash equivalents, restricted cash and restricted cash equivalents | $ | 120,618 | $ | 51,924 | $ | 68,694 | |||||||
| Free cash flow(1) | $ | 97,620 | $ | 86,933 | $ | 10,687 |
(1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which defines and illustrates how we calculate free cash flow.
Cash provided by operating activities for 2023 increased $6.8 million as compared to 2022, driven by positive changes in working capital, pricing and cost saving actions, and a decrease of $9.5 million in payments for cloud computing implementation costs related to the implementation of our financial management system, which was completed in early 2023. Growth in data-driven marketing and merchant services revenue also contributed to the increase in operating cash flow. Partially offsetting these increases in operating cash flow was a $28.4 million increase in interest payments as a result of rising interest rates, as well as a $9.5 million increase in employee bonus payments related to our 2022 operating performance and a $9.3 million increase in income tax payments driven, in large part, by the timing of our federal tax payments. Operating cash flow was also negatively impacted by the continuing secular decline in checks, business forms and certain Promotional Solutions business accessories, inflationary pressures on hourly wages, materials and delivery, and the impact of business exits.
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Included in net cash provided by operating activities were the following operating cash outflows:
| (in thousands) | 2023 | 2022 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest payments | $ | 115,556 | $ | 87,108 | $ | 28,448 | |||||||
| Income tax payments | 47,945 | 38,629 | 9,316 | ||||||||||
| Performance-based compensation payments(1) | 44,483 | 34,972 | 9,511 | ||||||||||
| Prepaid product discount payments | 28,535 | 30,603 | (2,068) | ||||||||||
| Severance payments | 16,942 | 9,973 | 6,969 | ||||||||||
| Payments for cloud computing arrangement implementation costs | 9,118 | 18,649 | (9,531) |
(1) Amounts reflect compensation based on total company and segment performance.
Net cash used by investing activities for 2023 was $37.0 million lower than 2022, driven primarily by a $28.4 million increase in proceeds from sales of businesses and long-lived assets.
Net cash used by financing activities for 2023 was $10.9 million lower than 2022, driven by the net change in customer funds obligations in each period, partially offset by higher payments of debt during 2023 enabled, in part, by the proceeds received from business exits during 2023.
Significant cash transactions, excluding those related to operating activities, for each period were as follows:
| (in thousands) | 2023 | 2022 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases of capital assets | $ | (100,747) | $ | (104,598) | $ | 3,851 | |||||||
| Net change in debt | (55,188) | (40,613) | (14,575) | ||||||||||
| Cash dividends paid to shareholders | (53,325) | (52,647) | (678) | ||||||||||
| Net change in customer funds obligations | 79,063 | 56,426 | 22,637 | ||||||||||
| Proceeds from sale of businesses and long-lived assets | 53,635 | 25,248 | 28,387 |
In assessing our cash needs, we must consider our debt service requirements, lease obligations, other contractual commitments and contingent liabilities. Information regarding the maturities of our long-term debt, our operating and finance lease obligations and contingent liabilities can be found under the captions "Note 13: Debt," "Note 14: Leases" and "Note 15: Other Commitments and Contingencies," all of which appear in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, we have executed contracts with third-party service providers, primarily for information technology services, including cloud computing and professional services agreements related to our various restructuring initiatives, as well as agreements for outsourced services, the purchase of data, and payment acceptance services. These contracts obligate us to pay approximately $230 million in total, with approximately $100 million due during 2024, $50 million due during 2025 and the remainder due through 2028.
As of December 31, 2023, $240.5 million was available for borrowing under our revolving credit facility. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and our debt service requirements, for the next 12 months, as well as our long-term capital requirements. We anticipate that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change.
CAPITAL RESOURCES
The principal amount of our debt obligations was $1.60 billion as of December 31, 2023 and $1.66 billion as of December 31, 2022. Further information concerning our outstanding debt, including our debt service obligations, can be found under the caption "Note 13: Debt” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
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Our capital structure for each period was as follows:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Amount | Period-end interest rate | Amount | Period-end interest rate | Change | ||||||||||||
| Fixed interest rate(1) | $ | 1,246,659 | 7.0 | % | $ | 975,000 | 6.6 | % | $ | 271,659 | |||||||
| Floating interest rate | 357,528 | 7.9 | % | 684,375 | 6.6 | % | (326,847) | ||||||||||
| Total debt principal | 1,604,187 | 7.2 | % | 1,659,375 | 6.6 | % | (55,188) | ||||||||||
| Shareholders’ equity | 604,616 | 604,224 | 392 | ||||||||||||||
| Total capital | $ | 2,208,803 | $ | 2,263,599 | $ | (54,796) |
(1) The fixed interest rate amount includes the amount of our variable-rate debt that is subject to interest rate swap agreements. The related interest rate includes the fixed rate under the swaps plus the credit facility spread due on all amounts outstanding under our credit facility.
In October 2018, our board of directors authorized the repurchase of up to $500.0 million of our common stock. This authorization has no expiration date. We have not repurchased any shares under this authorization since the first quarter of 2020. As of December 31, 2023, $287.5 million remained available for repurchase under the authorization. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity appearing in Part II, Item 8 of this report.
As of December 31, 2023, total commitments under our revolving credit facility were $500.0 million. Our quarterly commitment fee ranges from 0.25% to 0.35%, based on our total leverage ratio, as defined in the credit agreement. Further information regarding the terms and maturities of our debt, as well as our debt covenants, can be found under the caption "Note 13: Debt" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We were in compliance with our debt covenants as of December 31, 2023, and we anticipate that we will remain in compliance with our debt covenants throughout 2024.
As of December 31, 2023, amounts were available for borrowing under our revolving credit facility as follows:
| (in thousands) | Total available | |
|---|---|---|
| Revolving credit facility commitment | $ | 500,000 |
| Amount drawn on revolving credit facility | (252,000) | |
| Outstanding letters of credit(1) | (7,486) | |
| Net available for borrowing as of December 31, 2023 | $ | 240,514 |
(1) We use standby letters of credit primarily to collateralize certain obligations related to our self-insured workers' compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our revolving credit facility.
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates are those that are most important to the portrayal of our financial condition and results of operations, or which place the most significant demands on management's judgment about the effect of matters that are inherently uncertain, and the impact of different estimates or assumptions could be material to our financial condition or results of operations. Our MD&A discussion is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. Our accounting policies are discussed under the caption “Note 1: Significant Accounting Policies” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. In some instances, we reasonably could have used different accounting estimates and, in other instances, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results may differ from our estimates. Significant estimates and judgments are reviewed by management on an ongoing basis and by the Audit and Finance committee of our board of directors at the end of each quarter prior to the public release of our financial results.
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Revenue Recognition
Product revenue is recognized when control of the goods is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. In most cases, control is transferred when products are shipped. We recognize the vast majority of our service revenue as the services are provided. The majority of our contracts are for the shipment of tangible products or the delivery of services that have a single performance obligation or include multiple performance obligations where control is transferred at the same time. Certain of our financial institution contracts require prepaid product discounts in the form of cash payments we make to our financial institution clients. These prepaid product discounts are included in other non-current assets on our consolidated balance sheets and are generally amortized as reductions of revenue on the straight-line basis over the contract term. Sales tax collected concurrent with revenue-producing activities is excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related costs incurred for shipping and handling are reflected in cost of products and are accrued when the related revenue is recognized.
When another party is involved in providing goods or services to a customer, we must determine whether our obligation is to provide the specified good or service itself (i.e., we are the principal in the transaction) or to arrange for that good or service to be provided by the other party (i.e., we are an agent in the transaction). When we are responsible for satisfying a performance obligation, based on our ability to control the product or service provided, we are considered the principal and revenue is recognized for the gross amount of consideration. When the other party is primarily responsible for satisfying a performance obligation, we are considered the agent and revenue is recognized in the amount of any fee or commission to which we are entitled. We sell certain products and services through a network of distributors. We have determined that we are the principal in these transactions, and revenue is recorded for the gross amount of consideration.
Certain costs incurred to obtain customer contracts are required to be recognized as assets and amortized consistent with the transfer of goods or services to the customer. As such, we defer costs related to obtaining check supply, treasury management solution and merchant services contracts. These amounts, which totaled $21.1 million as of December 31, 2023, are included in other non-current assets and are amortized on the straight-line basis as SG&A expense. Amortization of these amounts on the straight-line basis approximates the timing of the transfer of goods or services to the customer. Generally, these amounts are being amortized over periods of 2 to 5 years. We expense these costs as incurred when the amortization period would have been 1 year or less.
Accounting for customer contracts can be complex and may involve the use of various techniques to estimate total contract revenue. Estimates related to variable consideration are based on various assumptions to project the outcome of future events. We review and update our contract-related estimates regularly, and we do not anticipate that revisions to our estimates would have a material effect on our results of operations, financial position or cash flows.
Goodwill Impairment
As of December 31, 2023, goodwill totaled $1.43 billion, which represented 46.4% of our total assets. Goodwill is tested for impairment on an annual basis as of July 31, or more frequently if events occur or circumstances change that would indicate a possible impairment.
To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form a reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.
When completing our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after this qualitative assessment, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. In completing the 2023 annual impairment analysis of goodwill as of July 31, 2023, we elected to perform qualitative analyses for all of our reporting units. These qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the most recent quantitative analyses completed in prior periods. In completing these assessments, we noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. As such, no goodwill impairment charges were recorded as a result of our 2023 annual impairment analysis.
When performing a quantitative analysis of goodwill, we first compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared and corporate items among reporting units. We utilize a discounted cash flow model to calculate the estimated fair value of a reporting unit. This approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost
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experience rates to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the market-value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair values of our reporting units, we are required to estimate a number of factors, including revenue growth rates, terminal growth rates, direct costs, the discount rate and the allocation of shared and corporate items. When completing a quantitative analysis for all of our reporting units, the summation of our reporting units' fair values is compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.
Further information regarding all of our goodwill impairment analyses can be found under the caption "Note 8: Fair Value Measurements" in the Notes to Consolidated Financial Statements appearing in Item II, Part 8 of this report. Evaluations of asset impairment require us to make assumptions about future events, market conditions and financial performance over the life of the asset being evaluated. These assumptions require significant judgment and actual results may vary from our assumptions. For example, if our stock price were to further decline over a sustained period, if a further downturn in economic conditions were to negatively affect our actual and forecasted operating results, if we were to change our business strategies and/or the allocation of resources, if we were to lose significant customers, if competition were to materially increase, or if order volume declines for checks and business forms were to materially accelerate, these situations could indicate a decline in the fair value of one or more of our reporting units. This may require us to record additional impairment charges for a portion of goodwill or other assets.
As discussed under Executive Overview, during 2023, we executed agreements allowing for the conversion of our U.S. and Canadian payroll and human resources services customers to other service providers. These businesses comprise a reporting unit that had a goodwill balance of $7.7 million as of December 31, 2023. We evaluated this goodwill for impairment as of December 31, 2023, and, based on our quantitative analysis, we concluded that it was not impaired as of that date. In conjunction with our phased transition out of these businesses, we expect that this goodwill will be fully impaired in 2024, at the point when the remaining cash flows generated by these businesses in 2024 no longer support the carrying value of the reporting unit.
Business Combinations
We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates, including, but not limited to, the nature of the acquired company’s business; its competitive position, strengths and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.
We generally estimate the fair value of acquired customer lists using the multi-period excess earnings method. This valuation model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as a trade name or fixed assets, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the customer list asset, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The fair value of acquired customer lists may also be estimated by discounting the estimated cash flows expected to be generated by the assets. During 2021, we also utilized the multi-period excess earnings method to estimate the fair value of acquired partner relationship intangible assets. Key assumptions used in these calculations include same-customer revenue, merchant and partner growth rates; estimated earnings; estimated customer and partner retention rates, based on the acquirees' historical information; and the discount rate.
The fair value of acquired trade names and technology is estimated, at times, using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. Assumed royalty rates are applied to projected revenue for the estimated remaining useful lives of the assets to estimate the royalty savings. Royalty rates are selected based on the attributes of the asset, including its recognition and reputation in the industry, and in the case of trade names, with consideration of the specific profitability of the products sold under a trade name and supporting assets. The fair value of acquired technology may also be estimated using the cost of reproduction method under which the primary components of the technology are identified and the estimated cost to reproduce the technology is calculated based on historical data provided by the acquiree.
The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.
We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.
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While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to 1 year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of income.
The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have different useful lives. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.
New Accounting Pronouncements
Information regarding accounting pronouncements not yet adopted can be found under the caption “Note 2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
FY 2022 10-K MD&A
SEC filing source: 0000027996-23-000060.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes the following sections:
•Executive Overview that discusses what we do, our operating results at a high level and our financial outlook for the upcoming year;
•Consolidated Results of Operations; Restructuring and Integration Costs; and Segment Results that includes a more detailed discussion of our revenue and expenses;
•Cash Flows and Liquidity, Capital Resources and Other Financial Position Information that discusses key aspects of our cash flows, financial commitments, capital structure and financial position; and
•Critical Accounting Estimates that discusses the estimates that involve a significant level of uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Please note that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Part I, Item 1A of this report outlines known material risks and important information to consider when evaluating our forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking
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statements to encourage companies to provide prospective information. When we use the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” “outlook,” "forecast" or similar expressions in this Annual Report on Form 10-K, in future filings with the Securities and Exchange Commission, in our press releases, investor presentations and in oral statements made by our representatives, they indicate forward-looking statements within the meaning of the Reform Act.
This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In addition, we discuss free cash flow, net debt, liquidity, adjusted diluted earnings per share ("EPS"), consolidated adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA") and consolidated adjusted EBITDA margin, all of which are non-GAAP financial measures. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide useful information to assist investors in analyzing our current period operating performance and in assessing our future operating performance. For this reason, our internal management reporting also includes these financial measures, which should be considered in addition to, and not as superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and therefore, may not result in useful comparisons. The reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in Consolidated Results of Operations.
The following discussion and analysis provides information we believe to be relevant to understanding our financial condition and results of operations. This discussion focuses on our financial results for the years ended December 31, 2022 and December 31, 2021. A discussion of our results of operations for the year ended December 31, 2021, as compared to the year ended December 31, 2020, is included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 ("the 2021 Form 10-K"), filed with the SEC on February 28, 2022, and is incorporated by reference into this Form 10-K. You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes presented in Part II, Item 8 of this report.
EXECUTIVE OVERVIEW
We help businesses deepen customer relationships through trusted, technology-enabled solutions that help businesses pay and get paid, accelerate growth and operate more efficiently. Our solutions include merchant services, marketing services and data analytics, treasury management solutions, promotional products, and fraud and payroll solutions, as well as customized checks and business forms. We support millions of small businesses, thousands of financial institutions and hundreds of the world’s largest consumer brands, while processing approximately $3 trillion in annual payment volume. Our reach, scale and distribution channels position us to be a trusted business partner for our customers.
Acquisition – On June 1, 2021, we acquired all of the equity of First American Payment Systems, L.P. ("First American") in a cash transaction for $958.5 million, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired. First American is a large-scale payments technology company that provides partners and merchants with comprehensive in-store, online and mobile payment solutions. The results of First American are included in our Payments segment and contributed incremental revenue of $144.2 million and incremental adjusted EBITDA of $30.2 million in 2022. The acquisition was funded with cash on hand and proceeds from new debt. Further information regarding the acquisition can be found under the caption "Note 6: Acquisition and Divestitures" and further information regarding our debt can be found under the caption "Note 13: Debt," both of which appear in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Recent market conditions – The impact of the global coronavirus ("COVID-19") pandemic on our business and results of operations for the years ended December 31, 2021 and 2020 can be found in the Executive Overview section appearing in Part II, Item 7 of the 2021 Form 10-K. The environment surrounding COVID-19 and any countermeasures taken to reduce its spread may impact our future performance and remains difficult to predict.
During 2021, we began experiencing increased inflationary pressures on our labor, delivery and material costs. In response to the inflationary environment, we began implementing targeted price increases in all of our segments in late 2021. Despite the price changes, we continued to experience strong revenue volumes throughout 2022, demonstrating the strength of our business and the continued strong demand for our products. During the first half of 2022, we began experiencing some supply disruptions impacting certain higher margin printed products in our Promotional Solutions segment. We continue to closely monitor our supply chain to promptly address any further delays or disruptions, and we did see some improvement in the second half of 2022. We have also been experiencing labor supply issues in certain portions of our business. It remains difficult to estimate the severity and duration of the current inflationary environment or supply chain and labor issues on our business, financial position or results of operations.
In 2022, our interest expense began increasing as a result of the rising interest rate environment. We executed an interest rate swap during the third quarter of 2022 to effectively convert an additional $300.0 million of our variable-rate debt to a fixed rate. As of December 31, 2022, 59% of our debt was effectively fixed rate, which will partially insulate us from future interest rate increases.
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Cash flows and liquidity – Cash provided by operating activities for 2022 decreased $19.3 million as compared to 2021. The decrease reflects a $40.5 million increase in interest payments as a result of rising interest rates in 2022 and debt issued to complete the First American acquisition in 2021, as well as a $22.8 million increase in employee cash bonus payments related to our 2021 operating performance. During 2021, a portion of our cash bonuses was paid in the form of restricted stock units and the bonus payments in 2021 were unusually low because of the impact of the COVID-19 pandemic on our 2020 performance. Operating cash flow was also negatively impacted by a $19.9 million increase in income tax payments, as well as inflationary pressures, supply chain disruptions in our Promotional Solutions segment, and the continuing secular decline in checks, business forms and some business accessories. The increase in income tax payments was primarily driven by the provisions of the Tax Cuts and Jobs Act of 2017 that became effective in 2022 and that require the capitalization of research and development and cloud computing arrangement expenditures for income tax purposes. We were able to substantially offset these decreases in operating cash flow through the incremental contribution of the First American acquisition, price increases in response to the current inflationary environment, continued cost saving actions, a $22.9 million decrease in payments for cloud computing arrangements, primarily related to our sales and finance technology infrastructure, and revenue growth from new business and strong demand for our products. In addition, we incurred acquisition transaction costs of $18.9 million in 2021 related to the First American acquisition that did not recur in 2022. Free cash flow decreased $14.7 million for 2022, as compared to 2021. Total debt was $1.64 billion and net debt was $1.60 billion as of December 31, 2022. During the third quarter of 2022, we retired $25.0 million of our $500.0 million senior, unsecured notes, realizing a pretax gain of $1.7 million. We held cash and cash equivalents of $40.4 million as of December 31, 2022, and liquidity was $335.6 million. Our capital allocation priorities are to responsibly invest in growth, pay our dividend, reduce debt and return value to our shareholders.
2022 results vs. 2021 – Multiple factors drove the increase in net income for 2022, as compared to 2021, including:
•price increases in response to the current inflationary environment;
•actions taken to reduce costs as we continually evaluate our cost structure, including workforce adjustments, real estate rationalization and marketing optimization;
•pretax gains of $19.3 million from the sale of businesses and a facility during 2022;
•acquisition transaction costs of $18.9 million in 2021 related to the First American acquisition that did not recur in 2022; and
•revenue growth from new business in all of our segments and strong ongoing demand for our products, reflecting the continued success of our One Deluxe strategy.
Partially offsetting these increases in net income were the following factors:
•a $38.9 million increase in interest expense resulting from the effect of increasing interest rates on our variable-rate debt and the additional debt issued in June 2021 to complete the First American acquisition;
•increased transformational investments, primarily costs related to our technology infrastructure;
•inflationary pressures on hourly wages, materials and delivery and supply chain disruptions within the Promotional Solutions segment that impacted certain of our higher margin printed products during the first half of 2022;
•the continuing secular decline in checks, business forms and some Promotional Solutions business accessories; and
•a $7.7 million increase in acquisition amortization, driven, in part, by the First American acquisition.
Diluted EPS of $1.50 for 2022, as compared to $1.45 for 2021, reflects the increase in net income as described in the preceding paragraphs. Adjusted diluted EPS for 2022 was $4.08 compared to $4.88 for 2021, and excludes the impact of non-cash items or items that we believe are not indicative of our current period operating performance. The decrease in adjusted diluted EPS was driven by the increase in interest expense resulting from the effect of increasing interest rates on our variable-rate debt and the debt issued in June 2021 to complete the First American acquisition, increased transformational investments, inflationary pressures on our cost structure, Promotional Solutions supply chain disruptions and the continuing secular decline in checks, business forms and some business accessories. These decreases in adjusted EPS were partially offset by price increases in response to the current inflationary environment and the contribution from First American, as adjusted EPS excludes the associated acquisition amortization. In addition, adjusted diluted EPS benefited from various cost saving actions across
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functional areas, as well as revenue growth from new business in all of our segments and strong ongoing demand for our products. A reconciliation of diluted EPS to adjusted diluted EPS can be found in Consolidated Results of Operations.
"One Deluxe" Strategy
As a result of our transformational strategy, we have realized the benefit of significant new client wins in all of our segments, and in 2022, we generated consolidated sales-driven revenue growth for the second consecutive year. We also completed the acquisition of First American in June 2021. The acquisition enables us to expand significantly in the fast-growing payments sector, a sector known for generating significant recurring revenues and cash flows, and revenue from our growing Payments segment is expected to surpass that of our Checks segment during the first half of 2023. We now have an even stronger foundation from which to pursue future acquisitions that will allow us to potentially realize significant revenue synergies, and we believe that our scaled back-end processing will readily support incremental volume. Further information regarding our strategy can be found in Part I, Item 1 of this report.
Divestitures – In May 2022, we completed the sale of our Australian web hosting business for cash proceeds of $17.6 million, net of costs of the sale. This business generated annual revenue in our Data Solutions segment of $23.8 million during 2021, and we recognized a pretax gain of $15.2 million on this sale during the second quarter of 2022. The assets and liabilities sold were not significant to our consolidated balance sheet.
In April 2022, we sold the assets of our Promotional Solutions strategic sourcing business and in August 2022, we sold the assets of our Promotional Solutions retail packaging business. These businesses generated annual revenue of approximately $29 million during 2021. Neither the gain on these sales, nor the assets and liabilities sold, were significant to our consolidated financial statements.
In January 2023, we entered into an agreement for the sale of our North American web hosting and logo businesses for an aggregate sales price of $42.0 million, plus up to $10.0 million of additional proceeds contingent upon performance against certain conditions following the closing. We anticipate that the sale will close by March 31, 2023 and that we will recognize a gain on the sale. In conjunction with this anticipated sale, we changed the name of our Cloud Solutions segment to Data Solutions. These businesses generated annual revenue of approximately $66 million during 2022, primarily in our Data Solutions segment.
We believe that the sale of these businesses allows us to focus our resources on the key growth areas of payments and data, while allowing us to optimize our operations.
Outlook for 2023
We expect that revenue for 2023 will be between $2.145 billion and $2.210 billion, as compared to 2022 revenue of $2.238 billion. The 2022 amount included revenue of approximately $69 million that will not recur in 2023 due to our divestitures. We expect that adjusted EBITDA for 2023 will be between $390 million and $405 million, as compared to $418 million for 2022. The 2022 amount included adjusted EBITDA of approximately $21 million that will not recur in 2023 due to our divestitures. These estimates are subject to, among other things, completion of the sale of the remaining web hosting and logo design businesses by March 31, 2023, prevailing macroeconomic conditions, labor supply issues, inflation and the impact of other divestitures.
As of December 31, 2022, we held cash and cash equivalents of $40.4 million and $295.2 million was available for borrowing under our revolving credit facility. We anticipate that capital expenditures will be approximately $100 million in 2023, as compared to $104.6 million for 2022, as we continue with important innovation investments and building scale across our product categories. We also expect that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months, as well as our long-term capital requirements. We were in compliance with our debt covenants as of December 31, 2022, and we anticipate that we will remain in compliance with our debt covenants throughout 2023.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated Revenue
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 2,238,010 | $ | 2,022,197 | 10.7% |
The increase in total revenue for 2022, as compared to 2021, was driven primarily by revenue growth from new business in all of our segments and strong ongoing demand for our products, reflecting the success of our One Deluxe strategy. Price increases in response to the current inflationary environment also contributed to the revenue increase, primarily in our Checks and Promotional Solutions segments. The revenue increase also reflected the acquisition and strong performance of First
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American, which contributed incremental revenue of $144.2 million in 2022. Partially offsetting these increases in revenue was the continuing secular decline in order volume for checks, business forms and some Promotional Solutions business accessories, as well as the divestitures discussed in Executive Overview, which resulted in a decrease in revenue of approximately $32 million for 2022, as compared to 2021.
We do not manage our business based on product versus service revenue. Instead, we analyze our revenue based on the product and service offerings shown under the caption "Note 17: Business Segment Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Our revenue mix by business segment was as follows:
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Payments | 30.3 | % | 25.2 | % | ||
| Data Solutions | 11.9 | % | 13.0 | % | ||
| Promotional Solutions | 25.2 | % | 27.0 | % | ||
| Checks | 32.6 | % | 34.8 | % | ||
| Total revenue | 100.0 | % | 100.0 | % |
Consolidated Cost of Revenue
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total cost of revenue | $ | 1,032,116 | $ | 884,270 | 16.7% | |||||||
| Total cost of revenue as a percentage of total revenue | 46.1 | % | 43.7 | % | 2.4 pt. |
Cost of revenue consists primarily of raw materials used to manufacture our products, shipping and handling costs, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of assets used in the production process and in support of digital service offerings, and related overhead.
The increase in total cost of revenue for 2022, as compared to 2021, was primarily attributable to the revenue growth noted above, and we experienced some inflationary pressures on hourly wages, materials and delivery. The increase in total cost of revenue also reflected incremental costs resulting from the First American acquisition of $88.7 million, including acquisition amortization. Partially offsetting these increases in total cost of revenue was reduced revenue volume from the continuing secular decline in checks, business forms and some Promotional Solutions business accessories, and Promotional Solutions was impacted by supply chain disruptions for certain higher margin printed products in the first half of 2022.
Consolidated Selling, General & Administrative (SG&A) Expense
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SG&A expense | $ | 993,250 | $ | 941,023 | 5.6% | |||||||
| SG&A expense as a percentage of total revenue | 44.4 | % | 46.5 | % | (2.1) pt. |
The increase in SG&A expense for 2022, as compared to 2021, was driven, in part, by increased costs related to our continued transformational investments, primarily investments in our technology infrastructure, including sales and financial management tools, and commission expense increased, primarily as a result of increased volume from new clients in our Checks segment. The increase in SG&A expense also reflected the incremental operating costs of First American of $30.6 million. The First American acquisition also drove an increase in acquisition amortization of $10.2 million for 2022, as compared to 2021, and bad debt expense increased $6.3 million for 2022, driven by reserve reversals in 2021 as the impact of the COVID-19 pandemic lessened. Partially offsetting these increases in SG&A expense were various cost reduction actions, including workforce adjustments, real estate rationalization and marketing optimization, and during 2021, we incurred acquisition transaction costs of $18.9 million that did not recur in 2022.
Restructuring and Integration Expense
| (in thousands) | 2022 | 2021 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restructuring and integration expense | $ | 62,529 | $ | 54,750 | $ | 7,779 |
We continue to pursue several initiatives designed to focus our business behind our growth strategy, to increase our efficiency and to integrate acquired businesses. The amount of restructuring and integration expense is expected to vary from period to period as we execute these initiatives. Further information regarding these costs can be found in Restructuring and Integration Costs in this MD&A discussion.
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Gain on Sale of Businesses and Facility
| (in thousands) | 2022 | 2021 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gain on sale of businesses and facility | $ | 19,331 | $ | — | $ | 19,331 |
As discussed in Executive Overview, during the third quarter of 2022, we sold the assets of our Promotional Solutions retail packaging business, and during the second quarter of 2022, we completed the sale of our Australian web hosting business, our Promotional Solutions strategic sourcing business and a former facility. Net cash proceeds from these sales were $25.2 million during 2022.
Interest Expense
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest expense | $ | 94,454 | $ | 55,554 | 70.0% | |||||||
| Weighted-average debt outstanding | 1,682,676 | 1,402,970 | 19.9% | |||||||||
| Weighted-average interest rate | 5.19 | % | 3.60 | % | 1.59 pt. |
The increase in interest expense for 2022, as compared to 2021, was due primarily to the increase in our weighted-average interest rate driven by the rising interest rate environment and the $500.0 million notes we issued in June 2021 to fund the First American acquisition with an interest rate of 8.0%. Based on the daily average amount of variable-rate debt outstanding during 2022, a one percentage point change in the weighted-average interest rate would have resulted in a $9.1 million change in interest expense. Also negatively impacting interest expense for 2022 was the increase in our weighted-average debt outstanding driven by the issuance of debt to fund the First American acquisition in June 2021. Further information regarding our debt can be found under the caption "Note 13: Debt" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Income Tax Provision
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income tax provision | $ | 18,848 | $ | 31,031 | (39.3%) | |||||||
| Effective tax rate | 22.3 | % | 33.1 | % | (10.8) pt. |
The decrease in our effective income tax rate for 2022, as compared to 2021, was driven primarily by the impact of the sale of our Australian web hosting business. For tax purposes, we recognized a capital loss on the transaction, and we recorded a valuation allowance for the portion of the capital loss carryover we do not currently expect to realize. These impacts reduced income tax expense $7.1 million in 2022, reducing our effective income tax rate by 8.4 points. In addition, the impact of the repatriation of Canadian earnings drove a 2.7 point decrease in the effective income tax rate. Information regarding other factors that impacted our effective income tax rates can be found under the caption "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Net Income / Diluted Earnings per Share
| (in thousands, except per share amounts) | 2022 | 2021 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income | $ | 65,530 | $ | 62,772 | 4.4 | % | |||||||
| Diluted earnings per share | 1.50 | 1.45 | 3.4 | % | |||||||||
| Adjusted diluted EPS(1) | 4.08 | 4.88 | (16.4 | %) |
(1) Information regarding the calculation of adjusted diluted EPS can be found in the following section entitled Reconciliation of Non-GAAP Financial Measures.
The increases in net income and diluted EPS and the decrease in adjusted diluted EPS for 2022, as compared to 2021, were driven by the factors outlined in Executive Overview – 2022 results vs. 2021.
Adjusted EBITDA
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | $ | 418,130 | $ | 407,765 | 2.5% | |||||||
| Adjusted EBITDA as a percentage of total revenue (adjusted EBITDA margin) | 18.7 | % | 20.2 | % | (1.5) pt. |
The increase in adjusted EBITDA for 2022, as compared to 2021, was driven by price increases, actions taken to reduce costs as we continually evaluate our cost structure, and revenue growth from new business in all of our segments and strong ongoing demand for our products. In addition, the increase in adjusted EBITDA also reflected the incremental contribution from
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the First American acquisition of $30.2 million. Partially offsetting these increases in adjusted EBITDA were increased costs related to our continued transformational investments, primarily investments in our technology infrastructure, including sales and financial management tools; inflationary pressures on hourly wages, materials and delivery; an unfavorable change in product mix driven by the impact of Promotional Solutions supply chain disruptions for certain higher margin printed products and growth in Data Solutions's data-driven marketing revenue combined with declines in the higher margin web hosting business; and the continuing secular decline in checks, business forms and some business accessories.
Adjusted EBITDA margin decreased for 2022, as compared to 2021, driven by planned technology investments, inflationary pressures and the unfavorable product mix. These decreases in adjusted EBITDA margin were partially offset by price increases, cost saving actions and operating leverage from the revenue growth.
Reconciliation of Non-GAAP Financial Measures
Free cash flow – We define free cash flow as net cash provided by operating activities less purchases of capital assets. We believe that free cash flow is an important indicator of cash available for debt service and for shareholders, after making capital investments to maintain or expand our asset base. A limitation of using the free cash flow measure is that not all of our free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. We believe that the measure of free cash flow provides an additional metric to compare cash generated by operations on a consistent basis and to provide insight into the cash flow available to fund items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases.
Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows:
| (in thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 191,531 | $ | 210,821 | |||
| Purchases of capital assets | (104,598) | (109,140) | |||||
| Free cash flow | $ | 86,933 | $ | 101,681 |
Net debt – Management believes that net debt is an important measure to monitor leverage and to evaluate the balance sheet. In calculating net debt, cash and cash equivalents are subtracted from total debt because they could be used to reduce our debt obligations. A limitation associated with using net debt is that it subtracts cash and cash equivalents, and therefore, may imply that management intends to use cash and cash equivalents to reduce outstanding debt. In addition, net debt suggests that our debt obligations are less than the most comparable GAAP measure indicates.
Total debt reconciles to net debt as follows as of December 31:
| (in thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Total debt | $ | 1,644,276 | $ | 1,682,949 | |||
| Cash and cash equivalents | (40,435) | (41,231) | |||||
| Net debt | $ | 1,603,841 | $ | 1,641,718 |
Liquidity – We define liquidity as cash and cash equivalents plus the amount available for borrowing under our revolving credit facility. We consider liquidity to be an important metric for demonstrating the amount of cash that is available or that could be available on short notice. This financial measure is not a substitute for GAAP liquidity measures. Instead, we believe that this measurement enhances investors' understanding of the funds that are currently available.
Liquidity was as follows as of December 31:
| (in thousands) | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 40,435 | $ | 41,231 | ||
| Amount available for borrowing under revolving credit facility | 295,177 | 362,619 | ||||
| Liquidity | $ | 335,612 | $ | 403,850 |
Adjusted diluted EPS – By excluding the impact of non-cash items or items that we believe are not indicative of current period operating performance, we believe that adjusted diluted EPS provides useful comparable information to assist in analyzing our current period operating performance and in assessing our future operating performance. As such, adjusted diluted EPS is one of the key financial performance metrics we use to assess the operating results and performance of the business and to identify strategies to improve performance. It is reasonable to expect that one or more of the excluded items will occur in future periods, but the amounts recognized may vary significantly.
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Diluted earnings per share for the years ended December 31 reconciles to adjusted diluted EPS as follows:
| (in thousands, except per share amounts) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 65,530 | $ | 62,772 | |||
| Net income attributable to non-controlling interest | (135) | (139) | |||||
| Net income attributable to Deluxe | 65,395 | 62,633 | |||||
| Acquisition amortization | 90,588 | 82,915 | |||||
| Restructuring and integration costs | 63,136 | 58,947 | |||||
| Share-based compensation expense | 23,676 | 29,477 | |||||
| Acquisition transaction costs | 130 | 18,913 | |||||
| Certain legal-related (benefit) expense | (730) | 2,443 | |||||
| Gain on sales of businesses and facility | (19,331) | — | |||||
| Gain on debt retirements | (1,726) | — | |||||
| Adjustments, pretax | 155,743 | 192,695 | |||||
| Income tax provision impact of pretax adjustments(1) | (43,854) | (45,783) | |||||
| Adjustments, net of tax | 111,889 | 146,912 | |||||
| Adjusted net income attributable to Deluxe | 177,284 | 209,545 | |||||
| Income allocated to participating securities | (98) | (156) | |||||
| Re-measurement of share-based awards classified as liabilities | (512) | (448) | |||||
| Adjusted income attributable to Deluxe available to common shareholders | $ | 176,674 | $ | 208,941 | |||
| Weighted-average shares and potential common shares outstanding | 43,310 | 42,827 | |||||
| Adjustment(2) | — | (16) | |||||
| Adjusted weighted-average shares and potential common shares outstanding | 43,310 | 42,811 | |||||
| GAAP diluted earnings per share | $ | 1.50 | $ | 1.45 | |||
| Adjustments, net of tax | 2.58 | 3.43 | |||||
| Adjusted diluted EPS | $ | 4.08 | $ | 4.88 |
(1) The tax effect of the pretax adjustments considers the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). Generally, this results in a tax impact that approximates the U.S. effective tax rate for each adjustment. However, the tax impact of certain adjustments, such as share-based compensation expense and gains on sales of businesses, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable effective tax rate(s) in those jurisdictions.
(2) The total of weighted-average shares and potential common shares outstanding used in the calculation of adjusted diluted EPS differs from the GAAP calculation due to differences in the amount of dilutive securities in each calculation.
Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are useful in evaluating our operating performance, as they eliminate the effect of interest expense, income taxes, the accounting effects of capital investments (i.e., depreciation and amortization) and certain items, as presented below, that may vary for reasons unrelated to current period operating performance. In addition, management utilizes these measures to assess the operating results and performance of the business, to perform analytical comparisons and to identify strategies to improve performance. We also believe that an increasing adjusted EBITDA and adjusted EBITDA margin depict an increase in the value of the company. We do not consider adjusted EBITDA to be a measure of cash flow, as it does not consider certain cash requirements such as interest, income taxes, debt service payments or capital investments.
We have not reconciled our adjusted EBITDA outlook for 2023 to the directly comparable GAAP financial measure because we do not provide outlook guidance for net income or the reconciling items between net income and adjusted EBITDA. Because of the substantial uncertainty and variability surrounding certain of these forward-looking reconciling items, including asset impairment charges; restructuring and integration costs; gains and losses on sales of businesses and facilities; and certain legal-related expenses, a reconciliation of the non-GAAP financial measure outlook guidance to the corresponding GAAP measure is not available without unreasonable effort. The probable significance of certain of these reconciling items is high and, based on historical experience, could be material.
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Net income for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows:
| (in thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Net income | $ | 65,530 | $ | 62,772 | |||
| Non-controlling interest | (135) | (139) | |||||
| Depreciation and amortization expense | 172,552 | 148,767 | |||||
| Interest expense | 94,454 | 55,554 | |||||
| Income tax provision | 18,848 | 31,031 | |||||
| Restructuring and integration costs | 63,136 | 58,947 | |||||
| Share-based compensation expense | 23,676 | 29,477 | |||||
| Acquisition transaction costs | 130 | 18,913 | |||||
| Certain legal-related (benefit) expense | (730) | 2,443 | |||||
| Gain on sales of businesses and facility | (19,331) | — | |||||
| Adjusted EBITDA | $ | 418,130 | $ | 407,765 | |||
| Adjusted EBITDA margin | 18.7 | % | 20.2 | % |
RESTRUCTURING AND INTEGRATION COSTS
Restructuring and integration expense consists of costs related to the consolidation and migration of certain applications and processes, including our financial and sales management systems. It also includes costs related to the integration of acquired businesses into our systems and processes. These costs consist primarily of information technology consulting, project management services and internal labor, as well as other costs associated with our initiatives, such as training, travel, relocation and costs associated with facility closures. In addition, we recorded employee severance costs related to these initiatives, as well as our ongoing cost reduction initiatives across functional areas. Further information regarding restructuring and integration expense can be found under the caption "Note 9: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
The majority of the employee reductions included in our restructuring and integration accruals as of December 31, 2022, as well as the related severance payments, are expected to be completed by mid-2023. As a result of our employee reductions, we realized cost savings of approximately $20 million in SG&A expense, in comparison to our 2021 results of operations. For those employee reductions included in our restructuring and integration accruals through December 31, 2022, we expect to realize cost savings of approximately $25 million in SG&A expense in 2023, in comparison to our 2022 results of operations. In addition, we realized cost savings from facility closures of approximately $4 million in 2022, in comparison to our 2021 results of operations, and we continue to evaluate our real estate footprint. Note that these savings were, and will continue to be, partially offset by increased labor and other costs, including costs associated with new employees as we restructure certain activities and strive for the optimal mix of employee skill sets that will support our growth strategy.
SEGMENT RESULTS
We operate 4 reportable business segments: Payments, Data Solutions, Promotional Solutions and Checks. These segments are generally organized by product type and reflect the way we manage the company. In conjunction with the anticipated sale of our North American web hosting and logo businesses in 2023, as discussed in Executive Overview, we changed the name of our Cloud Solutions segment to Data Solutions. The financial information presented below for our reportable business segments is consistent with that presented under the caption “Note 17: Business Segment Information” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report, where information regarding revenue for our product and service offerings can also be found.
Payments
Results for our Payments segment were as follows:
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 678,580 | $ | 510,359 | 33.0% | |||||||
| Adjusted EBITDA | 144,605 | 105,576 | 37.0% | |||||||||
| Adjusted EBITDA margin | 21.3 | % | 20.7 | % | 0.6 pt. |
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The increase in total revenue for 2022, as compared to 2021, was driven, in part, by volume increases in our major payments products, primarily lockbox processing services and digital payments, as well as growth in merchant services. Revenue also benefited from price increases in response to the current inflationary environment. The revenue increase also reflected the acquisition and strong performance of First American, which contributed incremental revenue of $144.2 million for 2022. In 2023, we expect mid-single digit percentage revenue growth for this segment.
The increase in adjusted EBITDA for 2022, as compared to 2021, was driven, in part, by price increases and the revenue growth in our payments and merchant services businesses. In addition, adjusted EBITDA benefited from the incremental contribution of the First American acquisition of $30.2 million. These increases in adjusted EBITDA were partially offset by continued sales and information technology investments and inflationary pressures on our cost structure, primarily labor costs in our lockbox processing business. Adjusted EBITDA margin increased for 2022, as compared to 2021, as the benefit of the revenue increases exceeded the impact of the investments in the business and the inflationary pressures. In 2023, we expect adjusted EBITDA margins will be in the low-to-mid 20% range.
Data Solutions
Results for our Data Solutions segment were as follows:
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 267,525 | $ | 262,310 | 2.0% | |||||||
| Adjusted EBITDA | 68,214 | 70,172 | (2.8%) | |||||||||
| Adjusted EBITDA margin | 25.5 | % | 26.8 | % | (1.3) pt. |
The increase in total revenue for 2022, as compared to 2021, was driven by growth in data-driven marketing of $26.8 million for 2022, resulting from relationship expansion with key clients, sales wins and increased marketing spend by our customers. Partially offsetting the revenue increases was the sale of our Australian web hosting business, which resulted in a $16.0 million revenue reduction for 2022, and customer churn in our North American web hosting business. In 2023, we expect that revenue will decline approximately $57 million as a result of the sale of our North American web hosting and logo design businesses, as discussed in Executive Overview, and that the remainder of the business will deliver low single-digit percentage revenue growth.
The decrease in adjusted EBITDA for 2022, as compared to 2021, was driven by the sale of the Australian web hosting business, which reduced adjusted EBITDA by approximately $3 million for 2022, and investments in our data-driven marketing platform, partially offset by the growth in data-driven marketing revenue. Adjusted EBITDA margin decreased, as compared to 2021, driven by changes in product mix resulting from growth in data-driven marketing combined with declines in the higher margin web hosting business, as well as the platform investments in the data-driven marketing business. In 2023, we expect that adjusted EBITDA will decline approximately $20 million as a result of the sale of our North American web hosting and logo design businesses, as discussed in Executive Overview, and that the remainder of the business will deliver adjusted EBITDA margins in the low 20% range.
Promotional Solutions
Results for our Promotional Solutions segment were as follows:
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 562,917 | $ | 546,473 | 3.0% | |||||||
| Adjusted EBITDA | 79,549 | 85,384 | (6.8%) | |||||||||
| Adjusted EBITDA margin | 14.1 | % | 15.6 | % | (1.5) pt. |
The increase in total revenue for 2022, as compared to 2021, was driven primarily by the impact of new clients, relationship expansion with existing clients, price increases in response to the current inflationary environment, and strong ongoing demand for our promotional and apparel products. Partially offsetting these revenue increases were lower sales of certain printed products due to supply chain disruptions in the first half of the year, as well as the continuing secular decline in business forms and some accessories. As discussed in Executive Overview, we sold our strategic sourcing business during the second quarter of 2022 and our retail packaging business during the third quarter of 2022. These divestitures resulted in a revenue decline of $16.2 million for 2022. In 2023, we expect that revenue will decline approximately $12 million as a result of business exits, and that the remainder of the business will deliver low single-digit percentage revenue growth.
The decrease in adjusted EBITDA for 2022, as compared to 2021, was driven by inflationary pressures on materials and delivery and supply chain disruptions for certain printed products during the first half of the year, partially offset by price increases in response to the current inflationary environment and the revenue growth noted above. Adjusted EBITDA margin decreased for 2022, as compared to 2021, as the impact of inflation and supply chain disruptions for certain higher margin printed products
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exceeded the impact of the price increases and revenue growth. In 2023, we expect adjusted EBITDA margin percentages will be in the mid-teens.
Checks
Results for our Checks segment were as follows:
| (in thousands) | 2022 | 2021 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue | $ | 728,988 | $ | 703,055 | 3.7% | |||||||
| Adjusted EBITDA | 320,498 | 324,224 | (1.1%) | |||||||||
| Adjusted EBITDA margin | 44.0 | % | 46.1 | % | (2.1) pt. |
The increase in total revenue for 2022, as compared to 2021, was driven primarily by the impact of new client wins, price increases and strong demand for business checks. These increases in revenue were partially offset by the continuing secular decline in overall check volumes. In 2023, we are expecting mid-single digit percentage revenue declines.
The decrease in adjusted EBITDA for 2022, as compared to 2021, was driven by inflationary pressures on delivery and materials and the secular decline in overall check volumes, partially offset by price increases, cost saving actions, the impact of new clients and strong demand for business checks. Adjusted EBITDA margin decreased for 2022, as compared to 2021, as inflationary cost pressures and the addition of lower margin new clients exceeded the benefit of the pricing and cost savings actions. In 2023, we expect adjusted EBITDA margins will be in the mid-40% range.
CASH FLOWS AND LIQUIDITY
As of December 31, 2022, we held cash and cash equivalents of $40.4 million, as well as restricted cash and restricted cash equivalents included in funds held for customers and in other non-current assets of $297.0 million. The following table should be read in conjunction with the consolidated statements of cash flows appearing in Part II, Item 8 of this report.
| (in thousands) | 2022 | 2021 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 191,531 | $ | 210,821 | $ | (19,290) | |||||||
| Net cash used by investing activities | (80,325) | (1,066,601) | 986,276 | ||||||||||
| Net cash (used) provided by financing activities | (48,601) | 912,961 | (961,562) | ||||||||||
| Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents | (10,681) | (1,099) | (9,582) | ||||||||||
| Net change in cash, cash equivalents, restricted cash and restricted cash equivalents | $ | 51,924 | $ | 56,082 | $ | (4,158) | |||||||
| Free cash flow(1) | $ | 86,933 | $ | 101,681 | $ | (14,748) |
(1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which defines and illustrates how we calculate free cash flow.
Net cash provided by operating activities decreased $19.3 million for 2022, as compared to 2021, driven by a $40.5 million increase in interest payments as a result of rising interest rates and debt issued to complete the First American acquisition, as well as a $22.8 million increase in employee cash bonus payments related to our 2021 operating performance. During 2021, a portion of our cash bonuses were paid in the form of restricted stock units and the bonus payments in 2021 were unusually low because of the impact of the COVID-19 pandemic on our 2020 performance. Operating cash flow was also negatively impacted by a $19.9 million increase in income tax payments, inflationary pressures, supply chain disruptions in our Promotional Solutions segment, and the continuing secular decline in checks, business forms and some business accessories. The increase in income tax payments was primarily driven by the provisions of the Tax Cuts and Jobs Act of 2017 that became effective in 2022 and that require the capitalization of research and development and cloud computing arrangement expenditures for income tax purposes. We were able to substantially offset these decreases in operating cash flow through the incremental contribution from the First American acquisition, price increases in response to the current inflationary environment, continued cost saving actions, a $22.9 million decrease in payments for cloud computing arrangements, primarily related to our sales and finance technology infrastructure, and revenue growth from new business and strong demand for our products. In addition, we incurred acquisition transaction costs of $18.9 million in 2021 related to the First American acquisition that did not recur in 2022.
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Included in net cash provided by operating activities were the following operating cash outflows:
| (in thousands) | 2022 | 2021 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest payments | $ | 87,108 | $ | 46,621 | $ | 40,487 | |||||||
| Income tax payments | 38,629 | 18,761 | 19,868 | ||||||||||
| Performance-based compensation payments(1) | 34,972 | 12,192 | 22,780 | ||||||||||
| Prepaid product discount payments(2) | 30,603 | 40,920 | (10,317) | ||||||||||
| Payments for cloud computing arrangement implementation costs | 18,649 | 41,547 | (22,898) |
(1) Amounts reflect compensation based on total company and segment performance.
(2) See Other Financial Position Information for further information regarding these payments.
Net cash used by investing activities for 2022 was $986.3 million lower than 2021, driven by the acquisition of First American in 2021 and proceeds of $25.2 million from sales of businesses and a facility during 2022.
Net cash used by financing activities for 2022 was $961.6 million higher than 2021, driven by the net proceeds from debt issued in 2021 to fund the First American acquisition, as well as the net change in customer funds obligations in each period, primarily related to the portion of First American's business under which property tax payments are collected in December and are paid on behalf of customers in the following quarter. In addition, proceeds from issuing shares were $13.7 million lower in 2022, as certain employees of First American purchased our stock during 2021 in conjunction with the acquisition.
Significant cash transactions, excluding those related to operating activities, for each period were as follows:
| (in thousands) | 2022 | 2021 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Payment for acquisitions, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired | $ | — | $ | (958,514) | $ | 958,514 | |||||||
| Purchases of capital assets | (104,598) | (109,140) | 4,542 | ||||||||||
| Cash dividends paid to shareholders | (52,647) | (51,654) | (993) | ||||||||||
| Net change in debt | (40,613) | 854,974 | (895,587) | ||||||||||
| Payments for debt issuance costs | — | (18,153) | 18,153 | ||||||||||
| Net change in customer funds obligations | 56,426 | 126,703 | (70,277) | ||||||||||
| Proceeds from sale of businesses and facilities | 25,248 | 2,648 | 22,600 | ||||||||||
| Proceeds from issuing shares | 3,112 | 16,843 | (13,731) |
During 2022, we repatriated current year foreign earnings of $25.5 million held in cash by our Canadian subsidiaries. The associated tax expense of $1.8 million was included in our income tax provision. We believe the accumulated and remaining cash of our Canadian subsidiaries is sufficient to meet their working capital needs. We utilized the repatriated cash to reduce our outstanding debt. The historical unremitted Canadian earnings as of December 31, 2021, as well as the accumulated and future unremitted earnings of our European subsidiaries, will continue to be reinvested indefinitely in the operations of those subsidiaries. Deferred income taxes have not been recognized on these earnings as of December 31, 2022. If we were to repatriate our foreign cash and cash equivalents into the U.S. all at one time, we estimate that we would incur a foreign withholding tax liability of approximately $2 million, notwithstanding any tax planning strategies that might be available. As of December 31, 2022, the amount of cash and cash equivalents held by our foreign subsidiaries was $33.6 million, primarily in Canada.
During the fourth quarter of 2021, we repatriated accumulated foreign earnings of $85.3 million held in cash by our Canadian subsidiaries. We decided to complete the repatriation due, in part, to changes in Canadian law announced during 2021 and the reorganization of our capital structure in June 2021. We utilized this cash to reduce our outstanding debt. The associated tax expense of $4.6 million was included in our income tax provision for the fourth quarter of 2021.
In assessing our cash needs, we must consider our debt service requirements, lease obligations, other contractual commitments and contingent liabilities. Information regarding the maturities of our long-term debt, our operating and finance lease obligations and contingent liabilities can be found under the captions "Note 13: Debt," "Note 14: Leases" and "Note 15: Other Commitments and Contingencies," all of which appear in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, we have executed contracts with third-party service providers, primarily for information technology services, including cloud computing and professional services agreements related to the modernization of our technology platform, as well as agreements for outsourcing services, the purchase of data, and payment acceptance services.
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These contracts obligate us to pay approximately $145 million in total, with approximately $60 million due during 2023, $40 million due during 2024 and the remainder due through 2027.
As of December 31, 2022, $295.2 million was available for borrowing under our revolving credit facility. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and our debt service requirements, for the next 12 months, as well as our long-term capital requirements. We anticipate that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change.
CAPITAL RESOURCES
The principal amount of our debt obligations was $1.66 billion as of December 31, 2022 and $1.70 billion as of December 31, 2021. Further information concerning our outstanding debt, including our debt service obligations, can be found under the caption "Note 13: Debt” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Our capital structure for each period was as follows:
| December 31, 2022 | December 31, 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Amount | Period-end interest rate | Amount | Period-end interest rate | Change | ||||||||||||
| Fixed interest rate(1) | $ | 975,000 | 6.6 | % | $ | 700,000 | 6.9 | % | $ | 275,000 | |||||||
| Floating interest rate | 684,375 | 6.6 | % | 1,002,125 | 2.4 | % | (317,750) | ||||||||||
| Total debt principal | 1,659,375 | 6.6 | % | 1,702,125 | 4.2 | % | (42,750) | ||||||||||
| Shareholders’ equity | 604,224 | 574,598 | 29,626 | ||||||||||||||
| Total capital | $ | 2,263,599 | $ | 2,276,723 | $ | (13,124) |
(1) The fixed interest rate amount includes the amount of our variable-rate debt that is subject to interest rate swap agreements. The related interest rate includes the fixed rate under the swaps plus the credit facility spread due on all amounts outstanding under our credit facility.
In October 2018, our board of directors authorized the repurchase of up to $500.0 million of our common stock. This authorization has no expiration date. We have not repurchased any shares since the first quarter of 2020, when we suspended share repurchases in order to maintain liquidity during the COVID-19 pandemic. As of December 31, 2022, $287.5 million remained available for repurchase under the authorization. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity appearing in Part II, Item 8 of this report.
As of December 31, 2022, total commitments under our revolving credit facility were $500.0 million and the credit facility matures in June 2026. Our quarterly commitment fee ranges from 0.25% to 0.35%, based on our total leverage ratio, as defined in the credit agreement. Further information regarding the terms and maturities of our debt, as well as our debt covenants, can be found under the caption "Note 13: Debt" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Under the terms of our credit facility, if our consolidated total leverage ratio exceeds 2.75 to 1.00, the aggregate annual amount of permitted dividends and share repurchases is limited to $60.0 million. We were in compliance with our debt covenants as of December 31, 2022, and we anticipate that we will remain in compliance with our debt covenants throughout 2023.
As of December 31, 2022, amounts were available for borrowing under our revolving credit facility as follows:
| (in thousands) | Total available | |
|---|---|---|
| Revolving credit facility commitment | $ | 500,000 |
| Amount drawn on revolving credit facility | (197,000) | |
| Outstanding letters of credit(1) | (7,823) | |
| Net available for borrowing as of December 31, 2022 | $ | 295,177 |
(1) We use standby letters of credit primarily to collateralize certain obligations related to our self-insured workers' compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our revolving credit facility.
OTHER FINANCIAL POSITION INFORMATION
Information concerning items comprising selected captions on our consolidated balance sheets can be found under the caption "Note 3: Supplemental Balance Sheet and Cash Flow Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
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Prepaid product discounts – Other non-current assets include prepaid product discounts that are recorded upon contract execution and are generally amortized on the straight-line basis as reductions of revenue over the related contract term. Changes in prepaid product discounts during the past 3 years can be found under the caption "Note 3: Supplemental Balance Sheet and Cash Flow Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Cash payments made for prepaid product discounts were $30.6 million for 2022, $40.9 million for 2021 and $33.6 million for 2020.
The number of checks being written has been declining, which has contributed to increased competitive pressure when attempting to retain or acquire clients. Both the number of financial institution clients requesting prepaid product discount payments and the amount of the payments has fluctuated from year to year. Although we anticipate that we will selectively continue to make these payments, we cannot quantify future amounts with certainty. The amount paid depends on numerous factors, such as the number and timing of contract executions and renewals, competitors’ actions, overall product discount levels and the structure of up-front product discount payments versus providing higher discount levels throughout the term of the contract.
Liabilities for prepaid product discounts are recorded upon contract execution. These obligations are monitored for each contract and are adjusted as payments are made. Prepaid product discounts due within the next year are included in accrued liabilities on the consolidated balance sheets and were $4.2 million as of December 31, 2022 and $11.9 million as of December 31, 2021.
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates are those that are most important to the portrayal of our financial condition and results of operations, or which place the most significant demands on management's judgment about the effect of matters that are inherently uncertain, and the impact of different estimates or assumptions could be material to our financial condition or results of operations. Our MD&A discussion is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. Our accounting policies are discussed under the caption “Note 1: Significant Accounting Policies” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. In some instances, we reasonably could have used different accounting estimates and, in other instances, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results may differ from our estimates. Significant estimates and judgments are reviewed by management on an ongoing basis and by the audit committee of our board of directors at the end of each quarter prior to the public release of our financial results.
Goodwill Impairment
As of December 31, 2022, goodwill totaled $1.43 billion, which represented 46.5% of our total assets. Goodwill is tested for impairment on an annual basis as of July 31, or more frequently if events occur or circumstances change that would indicate a possible impairment.
To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form a reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.
When completing our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after this qualitative assessment, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. In completing the 2022 annual impairment analysis of goodwill as of July 31, 2022, we elected to perform qualitative analyses for all of our reporting units, with the exception of our Data Analytics reporting unit. These qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the most recent quantitative analyses completed in prior periods. In completing these assessments, we noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. The quantitative analysis of our Data Analytics reporting unit indicated that the estimated fair value of this reporting unit exceeded its carrying value by approximately $46 million, or by 39% above the carrying value of its net assets. As such, no goodwill impairment charges were recorded as a result of our 2022 annual impairment analysis.
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When performing a quantitative analysis of goodwill, we first compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared and corporate items among reporting units. We utilize a discounted cash flow model to calculate the estimated fair value of a reporting unit. This approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the market-value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair values of our reporting units, we are required to estimate a number of factors, including revenue growth rates, terminal growth rates, direct costs, the discount rate and the allocation of shared and corporate items. When completing a quantitative analysis for all of our reporting units, the summation of our reporting units' fair values is compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.
While we did not record any goodwill impairment charges during 2022 or 2021, we did record significant goodwill impairment charges during 2020.
2020 goodwill impairment charges – During the first quarter of 2020, when the World Health Organization (WHO) classified the COVID-19 outbreak as a pandemic, we observed a decline in the market valuation of our common shares and we determined that the global response to the pandemic negatively impacted our estimates of expected future cash flows. We concluded that a triggering event had occurred for 2 of our reporting units and as such, we completed quantitative goodwill impairment analyses for our Promotional Solutions and Data Solutions Web Hosting reporting units as of March 31, 2020. Our analyses indicated that the goodwill of our Promotional Solutions reporting unit was partially impaired and the goodwill of our Data Solutions Web Hosting reporting unit was fully impaired, and we recorded goodwill impairment charges of $67.1 million and $4.3 million, respectively. The impairment charges were measured as the amount by which the reporting units' carrying values exceeded their estimated fair values, limited to the carrying amount of goodwill. After the impairment charges, $59.0 million of goodwill remained in the Promotional Solutions reporting unit as of the measurement date.
Our impairment analyses were based on assumptions made using the best information available at the time, including the performance of our reporting units subsequent to the WHO declaration of a pandemic and available economic forecasts. These assumptions anticipated a sharp decline in gross domestic product and a material decline in the number of small businesses. The sweeping nature of the pandemic made it extremely difficult to predict how our business and operations would be affected in the longer term. To the extent our assumptions differ from actual events, we may be required to record additional asset impairment charges.
Our impairment assessments are sensitive to changes in forecasted revenues and expenses, as well as our selected discount rate. For the March 31, 2020 assessment of our Promotional Solutions reporting unit, holding all other assumptions constant, if we assumed revenue in each year was 10% higher than we estimated, our goodwill impairment charge would have been approximately $18 million less, and if we assumed revenue in each year was 10% lower than we estimated, our goodwill impairment charge would have been approximately $18 million more. If we assumed our expenses, as a percentage of revenue, were 100 basis points lower in each year, our goodwill impairment charge would have been approximately $39 million less, and if we assumed our expenses, as a percentage of revenue, were 100 basis points higher in each year, our goodwill impairment charge would have been approximately $39 million more. If we assumed our selected discount rate of 12% was 100 basis points lower, our goodwill impairment charge would have been approximately $21 million less, and if we assumed the discount rate was 100 basis points higher, our goodwill impairment charge would have been approximately $17 million more.
Further information regarding all of our goodwill impairment analyses can be found under the caption "Note 8: Fair Value Measurements" in the Notes to Consolidated Financial Statements appearing in Item II, Part 8 of this report. Evaluations of asset impairment require us to make assumptions about future events, market conditions and financial performance over the life of the asset being evaluated. These assumptions require significant judgment and actual results may vary from our assumptions. For example, if our stock price were to further decline over a sustained period, if a further downturn in economic conditions were to negatively affect our actual and forecasted operating results, if we were to change our business strategies and/or the allocation of resources, if we were to lose significant customers, if competition were to materially increase, or if order volume declines for checks and business forms were to materially accelerate, these situations could indicate a decline in the fair value of one or more of our reporting units. This may require us to record additional impairment charges for a portion of goodwill or other assets.
Business Combinations
We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates, including, but not limited to, the nature of the acquired company’s business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans
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for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.
We generally estimate the fair value of acquired customer lists using the multi-period excess earnings method. This valuation model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as a trade name or fixed assets, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the customer list asset, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The fair value of acquired customer lists may also be estimated by discounting the estimated cash flows expected to be generated by the assets. During 2021, we also utilized the multi-period excess earnings method to estimate the fair value of acquired partner relationship intangible assets. Key assumptions used in these calculations include same-customer revenue, merchant and partner growth rates; estimated earnings; estimated customer and partner retention rates, based on the acquirees' historical information; and the discount rate.
The fair value of acquired trade names and technology is estimated, at times, using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. Assumed royalty rates are applied to projected revenue for the estimated remaining useful lives of the assets to estimate the royalty savings. Royalty rates are selected based on the attributes of the asset, including its recognition and reputation in the industry, and in the case of trade names, with consideration of the specific profitability of the products sold under a trade name and supporting assets. The fair value of acquired technology may also be estimated using the cost of reproduction method under which the primary components of the technology are identified and the estimated cost to reproduce the technology is calculated based on historical data provided by the acquiree.
The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.
We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.
While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to 1 year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of income.
The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have different useful lives. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.
Revenue Recognition
Product revenue is recognized when control of the goods is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. In most cases, control is transferred when products are shipped. We recognize the vast majority of our service revenue as the services are provided. The majority of our contracts are for the shipment of tangible products or the delivery of services that have a single performance obligation or include multiple performance obligations where control is transferred at the same time. Certain of our financial institution contracts require prepaid product discounts in the form of cash payments we make to our financial institution clients. These prepaid product discounts are included in other non-current assets on our consolidated balance sheets and are generally amortized as reductions of revenue on the straight-line basis over the contract term. Sales tax collected concurrent with revenue-producing activities is excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related costs incurred for shipping and handling are reflected in cost of products and are accrued when the related revenue is recognized.
When another party is involved in providing goods or services to a customer, we must determine whether our obligation is to provide the specified good or service itself (i.e., we are the principal in the transaction) or to arrange for that good or service to be provided by the other party (i.e., we are an agent in the transaction). When we are responsible for satisfying a performance obligation, based on our ability to control the product or service provided, we are considered the principal and revenue is recognized for the gross amount of consideration. When the other party is primarily responsible for satisfying a performance obligation, we are considered the agent and revenue is recognized in the amount of any fee or commission to which we are entitled. We sell certain products and services through a network of distributors. We have determined that we are the principal in these transactions, and revenue is recorded for the gross amount of consideration.
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Certain costs incurred to obtain customer contracts are required to be recognized as assets and amortized consistent with the transfer of goods or services to the customer. As such, we defer costs related to obtaining check supply, treasury management solution and merchant services contracts. These amounts, which totaled $21.3 million as of December 31, 2022, are included in other non-current assets and are amortized on the straight-line basis as SG&A expense. Amortization of these amounts on the straight-line basis approximates the timing of the transfer of goods or services to the customer. Generally, these amounts are being amortized over periods of 2 to 5 years. We expense these costs as incurred when the amortization period would have been 1 year or less.
Accounting for customer contracts can be complex and may involve the use of various techniques to estimate total contract revenue. Estimates related to variable consideration are based on various assumptions to project the outcome of future events. We review and update our contract-related estimates regularly, and we do not anticipate that revisions to our estimates would have a material effect on our results of operations, financial position or cash flows.
New Accounting Pronouncements
Information regarding accounting pronouncements not yet adopted can be found under the caption “Note 2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
FY 2021 10-K MD&A
SEC filing source: 0000027996-22-000078.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes the following sections:
•Executive Overview that discusses what we do, our operating results at a high level and our financial outlook for the upcoming year;
•Consolidated Results of Operations; Restructuring, Integration and Other Costs; and Segment Results that includes a more detailed discussion of our revenue and expenses;
•Cash Flows and Liquidity, Capital Resources and Other Financial Position Information that discusses key aspects of our cash flows, financial commitments, capital structure and financial position; and
•Critical Accounting Estimates that discusses the estimates that involve a significant level of uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Please note that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Part I, Item 1A of this report outlines known material risks and important information to consider when evaluating our forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking
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statements to encourage companies to provide prospective information. When we use the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” “outlook,” "forecast" or similar expressions in this Annual Report on Form 10-K, in future filings with the Securities and Exchange Commission, in our press releases, investor presentations and in oral statements made by our representatives, they indicate forward-looking statements within the meaning of the Reform Act.
This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In addition, we discuss free cash flow, net debt, liquidity, adjusted diluted earnings per share (EPS) and consolidated adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), all of which are non-GAAP financial measures. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide useful information to assist investors in analyzing our current period operating performance and in assessing our future operating performance. For this reason, our internal management reporting also includes these financial measures, which should be considered in addition to, and not as superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and therefore, may not result in useful comparisons. The reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in Consolidated Results of Operations.
Revision – During the second quarter of 2021, we identified errors in the calculations of the goodwill impairment charges recorded during the third quarter of 2019 and the first quarter of 2020, resulting in an understatement of the goodwill impairment charges and net losses and an overstatement of goodwill. The errors in our calculations resulted from the erroneous application of the simultaneous equation method, which effectively grosses up the goodwill impairment charge to account for the related income tax benefit, so that the resulting carrying value does not exceed the calculated fair value. We have corrected the errors by revising the consolidated financial statements presented herein. Further information regarding the errors can be found under the caption "Note 1: Significant Accounting Policies" of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
EXECUTIVE OVERVIEW
Recent acquisition – On June 1, 2021, we acquired all of the equity of First American Payment Systems, L.P. (First American) in a cash transaction for $958.5 million, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired, subject to customary adjustments under the terms of the acquisition agreement. First American is a large-scale payments technology company that provides partners and merchants with comprehensive in-store, online and mobile payment solutions. The results of First American are included in our Payments segment and included revenue of $195.0 million and a contribution of $39.1 million to Payments adjusted EBITDA for 2021. The acquisition was funded with cash on hand and proceeds from new debt. Further information regarding the acquisition can be found under the caption "Note 6: Acquisitions" and further information regarding our debt can be found under the caption "Note 14: Debt," both of which appear in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
COVID-19 impact – The COVID-19 pandemic began to impact our operations late in the first quarter of 2020. While we believe revenue in 2020 benefited from sales-driven growth, it was not sufficient to overcome the impact of the pandemic, which negatively affected volumes for our Promotional Solutions promotional products, personal and business checks and Cloud Solutions data-driven marketing solutions. Despite the challenges of the pandemic, adjusted EBITDA margin for 2020 was 20.4%, in line with our annual expectations prior to the pandemic.
The impact of the pandemic continued in the first quarter of 2021 and was the main driver of the 9.3% decrease in revenue, as compared to the first quarter of 2020. During the remainder of 2021, we saw some recovery in revenue volumes as the impacts of the pandemic lessened and our customers resumed some of their marketing and promotional activities as government restrictions were lifted and vaccines became widely available. Also contributing to the increase in data-driven marketing revenue was the continuation of low interest rates and an improving credit risk environment, which drove increased marketing efforts by our banking and mortgage lending customers. Business check volumes also continued to recover and within Payments, we resumed many of our new customer implementations that had been delayed, in part, due to impacts of the pandemic. Despite the continuing challenges of the pandemic, net income improved for 2021, as compared to 2020, and adjusted EBITDA margin for 2021 remained strong at 20.2%. Future impacts of the pandemic on our results of operations remain uncertain, as increases in infection rates and/or new variants of the virus could impact our customers' activities and our revenue volumes. Impacts of the COVID-19 pandemic on our supply chain have not had a significant impact on our results of operations to-date. However, with recent stresses on the global supply change and labor market, we can provide no assurance that we would be able to obtain alternative sources of supply if one of our vendors was unable to perform or that an alternative source of supply could be obtained at current prices. During 2021, we experienced inflationary pressures on hourly wages, materials and delivery as a result of economic conditions. We implemented targeted price increases in all of our segments late in 2021 in response to the inflationary pressures.
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Cash flows and liquidity – Cash provided by operations remained strong in 2021, decreasing only $6.7 million, as compared to 2020, despite increased investments in software-as-a-service (SaaS) solutions we are utilizing throughout the company, including a new enterprise resource planning system, as well as a $23.8 million increase in interest payments related to debt issued to complete the First American acquisition, $18.9 million of transaction costs related to the acquisition, the continued secular decline in checks and business forms, and temporary actions taken in 2020 to maintain liquidity at the onset of the COVID-19 pandemic. We were able to substantially offset these impacts through the contribution of First American's operations, some recovery of the 2020 volume declines driven by the COVID-19 pandemic, numerous cost savings actions and a reduction in restructuring and integration costs. Free cash flow for 2021 decreased $53.2 million, as compared to 2020, reflecting a $46.5 million increase in purchases of capital assets, as we continued investments to support our long-term growth, including technology platform modernization initiatives. Total debt as of December 31, 2021 was $1.68 billion, reflecting the additional debt we incurred in the second quarter of 2021 to complete the First American acquisition. During the second half of 2021, our strong cash flow and the repatriation of cash from our Canadian subsidiaries allowed us to complete net debt repayments of $152.9 million. Net debt as of December 31, 2021 was $1.64 billion. We held cash and cash equivalents of $41.2 million as of December 31, 2021, and liquidity was $403.9 million. Our capital allocation priorities are to responsibly invest in growth, pay our dividend, reduce debt and return value to our shareholders. We will continue to evaluate share repurchases on an opportunistic basis.
2021 results vs. 2020 – Numerous factors drove the increase in net income for 2021, as compared to 2020. The primary factor was a decrease in pretax asset impairment charges of $101.7 million, as compared to 2020. Other factors that increased net income included:
•revenue growth from new business in all of our segments, reflecting the success of our One Deluxe strategy, as well as some recovery from the impacts of the COVID-19 pandemic;
•actions taken to reduce costs as we continually evaluate our cost structure;
•a $21.7 million decrease in restructuring, integration and other costs;
•price increases in response to the current inflationary environment; and
•an $11.4 million decrease in bad debt expense, primarily driven by allowances recorded in 2020 related to notes receivable from our Promotional Solutions distributors, as well as trade accounts receivable.
Partially offsetting these increases in net income were the following factors:
•the continuing secular decline in checks, business forms and some Promotional Solutions business accessories, as well as the 2020 decision to exit certain product lines within Cloud Solutions;
•a $32.4 million increase in interest expense related to debt issued to complete the First American acquisition;
•increased investments in our growth, primarily costs related to sales and financial management tools;
•an increase in acquisition amortization of $27.0 million, driven by the First American acquisition;
•acquisition transaction costs of $18.9 million in 2021 related to the First American acquisition;
•a year-over-year impact of approximately $15.0 million from temporary actions taken in response to the COVID-19 pandemic in 2020, including savings from a temporary salary reduction, furloughs and other actions, net of incremental costs we incurred in 2020 related to our response to the pandemic;
•inflationary pressures on hourly wages, materials and delivery; and
•additional income tax expense of $4.6 million related to the repatriation of cash from our Canadian subsidiaries.
Diluted EPS of $1.45 for 2021, as compared to $0.11 for 2020, reflects the increase in net income as described in the preceding paragraphs, partially offset by higher average shares outstanding in 2021. Adjusted diluted EPS for 2021 was $4.88, compared to $5.08 for 2020, and excludes the impact of non-cash items or items that we believe are not indicative of our current period operating performance. The decrease in adjusted diluted EPS was driven primarily by the continuing secular decline in checks, business forms and some business accessories; the increase in interest expense resulting from debt issued to complete the First American acquisition; increased investments in our growth, primarily costs related to sales and financial management tools; the benefit in the prior year of temporary actions taken in response to the COVID-19 pandemic; inflationary pressures on hourly wages, materials and delivery; and tax expense related to the repatriation of cash from our Canadian subsidiaries. These decreases in adjusted EPS were partially offset by the contribution from First American, as adjusted diluted EPS excludes the associated acquisition amortization of $29.5 million for 2021. In addition, adjusted diluted EPS benefited from the impact of new business in all of our segments, some recovery from the impacts of the COVID-19 pandemic, various cost savings actions across
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functional areas, price increases in response to the current inflationary environment and lower bad debt expense for 2021. A reconciliation of diluted earnings (loss) per share to adjusted diluted EPS can be found in Consolidated Results of Operations.
Asset impairment charges – Net income for 2020 included asset impairment charges of $101.7 million, or $1.53 per diluted share. The impairment charges related primarily to the goodwill of our Promotional Solutions and Cloud Solutions Web Hosting reporting units, as well as certain intangibles in our Cloud Solutions Web Hosting reporting unit, and resulted primarily from the estimated impacts of the COVID-19 pandemic on our results of operations. Net loss for 2019 included asset impairment charges of $421.1 million, or $8.49 per diluted share. These impairment charges related to the goodwill of our former Small Business Services Web Services and Financial Services Data-Driven Marketing reporting units, as well as certain intangibles, primarily in our former Small Business Services Web Services reporting unit. Further information regarding these impairment charges can be found under the caption "Note 8: Fair Value Measurements" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report and in Critical Accounting Policies.
"One Deluxe" Strategy
A detailed discussion of our strategy can be found in Part I, Item 1 of this report. We continue to be encouraged by the success of our One Deluxe strategy. We have made significant progress in the integration of our various technology platforms, developed an enterprise-class sales organization, assembled a talented management team, and built an organization focused on developing new and improved products. As a result, we are seeing the positive impact of new client wins in all of our segments and we determined that we were positioned to augment our business through meaningful acquisitions. As such, we completed the acquisition of First American on June 1, 2021. We believe that First American's end-to-end payments technology platform is providing significant leverage that will continue to accelerate organic revenue growth.
Outlook for 2022
We expect revenue to increase 8% to 10% for 2022, including a full year of revenue from First American, as compared to 2021 revenue of $2.02 billion, and we expect that adjusted EBITDA margin for 2022 will be approximately 20.0%, as compared to 20.2% for 2021. We expect that our adjusted EBITDA margin for the first quarter of the year will be lower, with improving margins as the year progresses, primarily driven by the timing of certain employee benefit costs and seasonality for some of our products and services. These estimates are subject to, among other things, the macroeconomic unknowns associated with the COVID-19 pandemic, including the Omicron variant, as well as anticipated continued supply chain constraints, labor supply issues and inflation.
As of December 31, 2021, we held cash and cash equivalents of $41.2 million and $362.6 million was available for borrowing under our revolving credit facility. We anticipate that capital expenditures will be approximately $105.0 million in 2022, as compared to $109.1 million for 2021, as we continue with important innovation investments and building scale across our product categories. We also expect that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months. We were in compliance with our debt covenants as of December 31, 2021, and we anticipate that we will remain in compliance with our debt covenants throughout 2022.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated Revenue
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Total revenue | $ | 2,022,197 | $ | 1,790,781 | $ | 2,008,715 | 12.9% | (10.8%) |
The increase in total revenue for 2021, as compared to 2020, was driven, in part, by the First American acquisition, which contributed revenue of $195.0 million for 2021. In addition, revenue benefited from new clients in all of our segments, reflecting the success of our One Deluxe strategy, and we experienced some recovery of volume declines resulting from the impact of the COVID-19 pandemic, as discussed in Executive Overview. Also contributing to the revenue increase was increased data-driven marketing revenue within Cloud Solutions, resulting in part, from the continuation of low interest rates and an improving credit risk environment, which drove increased marketing efforts by our banking and mortgage lending customers. Revenue also benefited from price increases in response to the current inflationary environment, primarily in our Checks and Promotional Solutions segments. Partially offsetting these increases in revenue was the continuing secular decline in order volume for checks, business forms and some business accessories, and sales of personal protective equipment (PPE) decreased
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approximately $22.0 million for 2021, as compared to 2020. Within Cloud Solutions' web and hosted solutions revenue, our 2020 decision to exit certain product lines resulted in a revenue decline of $19.9 million for 2021, as compared to 2020.
The decrease in total revenue for 2020, as compared to 2019, was driven primarily by volume declines resulting from the impact of the COVID-19 pandemic, primarily in our Promotional Solutions, Checks and Cloud Solutions segments. In addition, revenue continued to be impacted by the secular decline in order volume for checks and business forms. Cloud Solutions web and hosted solutions revenue also declined, due to our decision in the third quarter of 2019 to exit certain customer contracts, the loss of certain large customers in the third quarter of 2019 as they elected to in-source certain of the services we provide, and more recent decisions to exit certain product lines. These decreases in revenue were partially offset by growth of 16.8% in treasury management revenue within our Payments segment, driven primarily by lockbox processing outsourcing deals signed in the fourth quarter of 2019 and new client wins. We also generated new revenue of $31.0 million from sales of PPE in the Promotional Solutions segment in 2020. In addition, revenue benefited from new data-driven marketing campaigns and growth in pay-for-performance marketing campaigns in our Cloud Solutions segment prior to the commencement of the COVID-19 pandemic.
Service revenue represented 38.5% of total revenue in 2021, 31.3% in 2020 and 29.8% in 2019. We do not manage our business based on product versus service revenue. Instead, we analyze our revenue based on the product and service offerings shown under the caption "Note 18: Business Segment Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Our revenue mix by business segment was follows:
| 2021 | 2020 | 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Payments | 25.2 | % | 16.9 | % | 13.4 | % | |||
| Cloud Solutions | 13.0 | % | 14.1 | % | 15.9 | % | |||
| Promotional Solutions | 27.0 | % | 29.6 | % | 31.9 | % | |||
| Checks | 34.8 | % | 39.4 | % | 38.8 | % | |||
| Total revenue | 100.0 | % | 100.0 | % | 100.0 | % |
Consolidated Cost of Revenue
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Total cost of revenue | $ | 884,270 | $ | 730,771 | $ | 812,935 | 21.0% | (10.1%) | ||||||||
| Total cost of revenue as a percentage of total revenue | 43.7 | % | 40.8 | % | 40.5 | % | 2.9 pt. | 0.3 pt. |
Cost of revenue consists primarily of raw materials used to manufacture our products, shipping and handling costs, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of assets used in the production process and in support of digital service offerings, and related overhead.
The increase in total cost of revenue for 2021, as compared to 2020, was driven, in part, by the additional costs resulting from the First American acquisition of $116.3 million, including acquisition amortization, as well as the increase in revenue resulting from new client wins in all of our segments and some recovery of volume declines driven by the impact of the COVID-19 pandemic. In addition, we experienced inflationary pressures on hourly wages, materials and delivery, and the mix of data-driven marketing clients also impacted total cost of revenue. Partially offsetting these increases in total cost of revenue were reduced revenue volumes from the continuing secular decline in checks, business forms and some business accessories, as well as the decline in PPE revenue volume in 2021 and our 2020 decision to exit certain product lines within Cloud Solutions' web and hosted solutions. In addition, obsolete inventory expense decreased $3.2 million in 2021, primarily in Promotional Solutions. Total cost of revenue as a percentage of total revenue increased, as compared to 2020, driven by the First American acquisition, including acquisition amortization, the inflationary pressures on our costs and client mix. These impacts were partially offset by price increases implemented in response to the current inflationary environment.
The decrease in total cost of revenue for 2020, as compared to 2019, was primarily attributable to the decrease in revenue volume resulting from the COVID-19 impact. In addition, cost of revenue decreased as a result of the continued secular decline in checks and business forms, as well as the decline in web and hosted solutions revenue driven by the events of the third quarter of 2019 outlined in our discussion of consolidated revenue. Benefits from cost reductions and efficiencies in our fulfillment area, unrelated to our response to the COVID-19 pandemic, reduced cost of revenue approximately $7.5 million in 2020, while actions taken to reduce costs in response to COVID-19 reduced cost of revenue approximately $6.0 million in 2020. Partially offsetting these decreases in cost of revenue were costs related to the new revenue from PPE sales in 2020, costs related to treasury management deals signed in the fourth quarter of 2019, incremental costs driven by our response to the COVID-19 pandemic of approximately $6.0 million, and a $4.9 million increase in obsolete inventory expense in 2020, primarily in Promotional Solutions. Total cost of revenue as a percentage of total revenue increased slightly, as compared to 2019, as
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costs related to the new treasury management clients were partially offset by the loss of lower margin revenue driven by the impacts of COVID-19, as well as the benefits of our cost reduction initiatives.
Consolidated Selling, General & Administrative (SG&A) Expense
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| SG&A expense | $ | 941,023 | $ | 841,658 | $ | 891,693 | 11.8% | (5.6%) | ||||||||
| SG&A expense as a percentage of total revenue | 46.5 | % | 47.0 | % | 44.4 | % | (0.5) pt. | 2.6 pt. |
The increase in SG&A expense for 2021, as compared to 2020, was driven, in part, by the operating costs of First American of $46.1 million for 2021, as well as related acquisition transaction costs of $18.9 million. Additionally, expense for SaaS solutions that we are utilizing, primarily related to sales and financial management tools, increased as we continue to invest in our growth strategy, and commission expense increased as a result of some recovery of volume declines driven by the impact of the COVID-19 pandemic and revenue generated by new clients, primarily in our Checks segment. Also, SG&A expense increased due to a year-over-year impact of approximately $15.0 million from temporary actions taken in response to the COVID-19 pandemic in 2020, including savings from a temporary salary reduction, furloughs and other actions, net of incremental costs we incurred in 2020 related to our response to the pandemic. Partially offsetting these increases in SG&A expense were various cost reduction actions, including efficiencies in sales, marketing and our corporate support functions. In addition, bad debt expense decreased $11.4 million, primarily due to allowances recorded in 2020 related to notes receivable from our Promotional Solutions distributors, as well as trade accounts receivable. Commission expense related to sales of PPE also decreased along with the lower sales volume in 2021.
The decrease in SG&A expense for 2020, as compared to 2019, was driven by lower commissions on the lower order volume resulting from the impacts of the COVID-19 pandemic, as well as the benefit of organizational actions taken in response to COVID-19, including the temporary salary reductions and the suspension of the 401(k) plan employer matching contribution. These actions lowered SG&A expense approximately $27.0 million in 2020. Also lowering SG&A expense were various cost reduction actions that were unrelated to our response to the COVID-19 pandemic, including advertising expense reductions and other efficiencies in sales, marketing and our corporate support functions. These decreases in SG&A expense were partially offset by investments of approximately $50.0 million in 2020 in support of our One Deluxe strategy. These costs related to treasury management outsourcing deals signed in the fourth quarter of 2019 and various other expenses related to our initiatives, including transforming our brand and our website and expanding our sales capabilities, as well as ongoing new costs related to SaaS solutions we are employing throughout the company. In addition, we incurred commission expense related to new revenue from the sales of PPE during 2020. We also recorded bad debt expense of $5.4 million in our Promotional Solutions segment related to notes receivable from our distributors, primarily one distributor that was underperforming prior to the commencement of the COVID-19 pandemic. Total SG&A expense as a percentage of revenue increased for 2020, as compared to 2019, as revenue declines and investments in our transformation more than offset the benefit of cost reductions.
In addition to the above factors, SG&A expense was also impacted by changes in the following items in each year:
| Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||
| Acquisition amortization (SG&A portion) | $ | 67,498 | $ | 42,955 | $ | 59,108 | $ | 24,543 | $ | (16,153) | |||||||||
| Share-based compensation (SG&A portion) | 27,549 | 20,341 | 17,751 | 7,208 | 2,590 | ||||||||||||||
| Legal-related costs (benefit) | 2,443 | (2,164) | 6,420 | 4,607 | (8,584) | ||||||||||||||
| CEO transition costs | — | (30) | 9,390 | 30 | (9,420) |
Restructuring and Integration Expense
| Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||
| Restructuring and integration expense | $ | 54,750 | $ | 75,874 | $ | 71,248 | $ | (21,124) | $ | 4,626 |
Over the past 3 years, we have been pursuing several initiatives designed to focus our business behind our growth strategy and to increase our efficiency. Further information can be found under Restructuring, Integration and Other Costs.
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Asset Impairment Charges
| Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||
| Asset impairment charges | $ | — | $ | 101,749 | $ | 421,090 | $ | (101,749) | $ | (319,341) |
We did not record any asset impairment charges during 2021. Further information regarding the asset impairment charges in 2020 and 2019 can be found under the caption "Note 8: Fair Value Measurements" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report and in Critical Accounting Policies.
During 2020, we recorded asset impairment charges of $101.7 million, related primarily to the goodwill of our Promotional Solutions and Cloud Solutions Web Hosting reporting units and amortizable intangibles of our Cloud Solutions Web Hosting reporting unit, resulting primarily from the estimated impact of the COVID-19 pandemic on the operating results of these businesses.
During 2019, we recorded asset impairment charges of $421.1 million related primarily to the goodwill of our former Financial Services Data-Driven Marketing and Small Business Services Web Hosting reporting units, as well as certain amortizable intangible assets of the Small Business Services Web Hosting reporting unit.
Interest Expense
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Interest expense | $ | 55,554 | $ | 23,140 | $ | 34,682 | 140.1% | (33.3%) | ||||||||
| Weighted-average debt outstanding | 1,402,970 | 1,016,896 | 925,715 | 38.0% | 9.8% | |||||||||||
| Weighted-average interest rate | 3.60 | % | 2.12 | % | 3.54 | % | 1.48 pt. | (1.42) pt. |
The increase in interest expense for 2021, as compared to 2020, was driven primarily by the increase in our weighted-average interest rate in 2021, due in part to the $500.0 million notes issued in June 2021 with an interest rate of 8.0%. The increase in the amount of debt outstanding driven by the issuance of debt to fund the First American acquisition also negatively impacted interest expense. Further information regarding our debt can be found under the caption "Note 14: Debt" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
The decrease in interest expense for 2020, as compared to 2019, was primarily driven by our lower weighted-average interest rate in 2020, partially offset by our higher weighted-average debt level in 2020, as we borrowed additional funds for a period of time at the outset of the COVID-19 pandemic to ensure liquidity.
Income Tax Provision
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Income tax provision | $ | 31,031 | $ | 21,468 | $ | 8,039 | 44.5% | 167.0% | ||||||||
| Effective tax rate | 33.1 | % | 80.1 | % | (3.7 | %) | (47.0) pt. | 83.8 pt. |
The decrease in our effective income tax rate for 2021, as compared to 2020, was largely due to the impact of the nondeductible portion of the goodwill impairment charges in the first quarter of 2020, which lowered our 2021 effective income tax rate by 46.8 points, as compared to 2020. In addition, the tax impact of share-based compensation resulted in a 7.6 point decrease in our effective income tax rate. Partially offsetting these decreases in our effective income tax rate was a 4.9 point increase resulting from the repatriation of cash from our Canadian subsidiaries during the fourth quarter of 2021, as well as nondeductible acquisition costs related to the First American acquisition, which increased our effective tax rate by 1.5 points in 2021. Information regarding other factors that impacted our effective income tax rates can be found under the caption: "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Our effective income tax rates in 2020 and 2019 were significantly impacted by the asset impairment charges in both periods, coupled with their impact on the amount of pretax income (loss) and the nondeductible portion of the impairment charges. The non-deductible portion of goodwill impairment charges drove a 72.4 point increase in our tax rate in 2020 and the tax impact of share-based compensation resulted in a 9.5 point increase, as compared to 2019. In addition, during the third quarter of 2019, we placed a full valuation allowance of $8.4 million on the intangible-related deferred tax asset generated by the impairment of intangible assets located in Australia, which was the main driver of the 4.8 point increase in our tax rate in 2020
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attributable to changes in our valuation allowances. Partially offsetting these increases in our effective tax rate was a 2.6 decrease in our state income tax rate. Information regarding other factors that impacted our effective income tax rates can be found under the caption "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Net Income (Loss) / Diluted Earnings (Loss) per Share
| Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||||
| Net income (loss) | $ | 62,772 | $ | 5,335 | $ | (223,779) | 1,076.6 | % | 102.4 | % | ||||||||
| Diluted earnings (loss) per share | 1.45 | 0.11 | (5.20) | 1,218.2 | % | 102.1 | % | |||||||||||
| Adjusted diluted EPS(1) | 4.88 | 5.08 | 6.82 | (3.9 | %) | (25.5 | %) |
(1) Information regarding the calculation of adjusted diluted EPS can be found in the following section entitled Reconciliation of Non-GAAP Financial Measures.
The increases in net income and diluted EPS and the decrease in adjusted diluted EPS for 2021, as compared to 2020, were driven by the factors outlined in Executive Overview – 2021 results vs. 2020.
The increases in net income and diluted EPS for 2020, as compared to 2019, were driven by numerous factors, the largest of which was a decrease in pretax asset impairment charges of $319.3 million, as compared to 2019. Other factors that increased net income included:
•actions taken to reduce costs in line with reduced revenue and the continuing evaluation of our cost structure, including savings of approximately $33.0 million from the temporary salary reductions, suspension of the 401(k) plan employer matching contribution, discretionary spending reductions and furloughs;
•revenue growth in certain of our business lines, including increased treasury management revenue, increases in certain data-driven marketing campaigns in the first quarter of 2020 prior to the commencement of the impact of the COVID-19 pandemic, and new revenue from sales of PPE in 2020;
•a decrease in acquisition amortization of $14.9 million, driven in part by previous asset impairment charges;
•a decrease in interest expense of $11.5 million, driven by our lower weighted-average interest rate;
•a decrease in certain legal-related expenses of $8.6 million; and
•the absence of non-recurring CEO transition costs in 2020, as compared to $9.4 million in 2019.
Partially offsetting these increases in net income were the following factors:
•the loss of revenue resulting from the impact of the COVID-19 pandemic;
•various investments of approximately $50.0 million, in the aggregate, to advance our One Deluxe strategy, including costs related to treasury management deals signed in the fourth quarter of 2019 and various information technology, sales, finance and human capital investments;
•the continuing secular decline in checks and business forms, the loss of web hosting revenue in the third quarter of 2019 and the decision to exit certain product lines within Cloud Solutions;
•incremental costs of approximately $8.0 million resulting from our response to the COVID-19 pandemic, including a Hero Pay premium provided to employees working on-site during the second quarter of 2020, costs related to enabling employees to work from home and additional facility cleaning costs; and
•a $5.4 million increase in bad debt expense in 2020 related to notes receivable from our Promotional Solutions distributors.
Diluted EPS of $0.11 for 2020, as compared to diluted loss per share of $5.20 for 2019, reflects the increase in net income described in the preceding paragraphs, as well as lower average shares outstanding in 2020. Adjusted diluted EPS for 2020 was $5.08, compared to $6.82 for 2019, and excludes the impact of non-cash items or items that we believe are not indicative of ongoing operations. The decrease in adjusted EPS for 2020, as compared to 2019, was driven, in large part, by the impact of the COVID-19 pandemic, as well as investments in our One Deluxe strategy and the continuing secular decline in checks and business forms. These decreases were partially offset by various cost savings initiatives, growth in treasury management
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revenue and the decrease in interest expense in 2020. A reconciliation of diluted earnings (loss) per share to adjusted diluted EPS can be found in the following section entitled Reconciliation of Non-GAAP Financial Measures.
Adjusted EBITDA
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Adjusted EBITDA | $ | 407,765 | $ | 364,542 | $ | 480,866 | 11.9% | (24.2%) | ||||||||
| Adjusted EBITDA as a percentage of total revenue (adjusted EBITDA margin) | 20.2 | % | 20.4 | % | 23.9 | % | (0.2) pt. | (3.5) pt. |
Adjusted EBITDA margin was virtually unchanged for 2021, as compared to 2020. Adjusted EBITDA for 2021 benefited from the contribution from the First American acquisition of $39.1 million, new client wins in all of our segments, the continuing revenue volume recovery from the impacts of the COVID-19 pandemic, actions taken to reduce costs as we continue to evaluate our cost structure, price increases in response to the current inflationary environment and the $11.4 million reduction in bad debt expense. Partially offsetting these increases in adjusted EBITDA were increased expense for our SaaS solutions, primarily related to sales and financial management tools we are utilizing to advance our growth strategy, the continuing secular decline in checks, business forms and some business accessories, the net benefit in the prior year from temporary actions taken in response to the COVID-19 pandemic, the 2020 decision to exit certain product lines within Cloud Solutions and inflationary pressures on hourly wages, materials and delivery.
The decrease in adjusted EBITDA for 2020, as compared to 2019, was driven primarily by the impact of the COVID-19 pandemic. In addition, adjusted EBITDA was negatively impacted by mix changes resulting from the contraction of legacy products and services, primarily checks and business forms, and the loss of web and hosted solutions revenue driven by the events of the third quarter of 2019 outlined in our discussion of consolidated revenue. We also continued to advance our transformation in line with our One Deluxe strategy by investing in various activities such as transforming our brand and our website and expanding our sales capabilities, as well as incurring ongoing new costs related to SaaS solutions we are employing throughout the company. We also incurred expenses related to treasury management deals signed in the fourth quarter of 2019, as well as investments in our client operations area that included human capital investments and other costs related to on-boarding new clients. Additionally, during 2020, we incurred incremental costs resulting from our response to the COVID-19 pandemic of approximately $8.0 million, and we recorded bad debt expense of $5.4 million related to notes receivable from our distributors. These decreases in adjusted EBITDA were partially offset by actions taken to reduce costs in line with the reduced revenue, including savings of approximately $33.0 million from the temporary salary reductions, suspension of the 401(k) plan employer matching contribution, furloughs and other actions. In addition, we realized the benefit of various cost reductions unrelated to our response to the COVID-19 pandemic, primarily in our sales, marketing and fulfillment organizations, as we continued to develop our post-COVID-19 operating model.
Reconciliation of Non-GAAP Financial Measures
Free cash flow – We define free cash flow as net cash provided by operating activities less purchases of capital assets. We believe that free cash flow is an important indicator of cash available for debt service and for shareholders, after making capital investments to maintain or expand our asset base. Free cash flow is limited and not all of our free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. We believe that the measure of free cash flow provides an additional metric to compare cash generated by operations on a consistent basis and to provide insight into the cash flow available to fund items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases.
Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows:
| (in thousands) | 2021 | 2020 | 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 210,821 | $ | 217,553 | $ | 286,653 | |||||
| Purchases of capital assets | (109,140) | (62,638) | (66,595) | ||||||||
| Free cash flow | $ | 101,681 | $ | 154,915 | $ | 220,058 |
Net debt – Management believes that net debt is an important measure to monitor leverage and to evaluate the balance sheet. In calculating net debt, cash and cash equivalents are subtracted from total debt because they could be used to reduce our debt obligations. A limitation associated with using net debt is that it subtracts cash and cash equivalents, and therefore, may imply that management intends to use cash and cash equivalents to reduce outstanding debt. In addition, net debt suggests that our debt obligations are less than the most comparable GAAP measure indicates.
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Total debt reconciles to net debt as follows as of December 31:
| (in thousands) | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| Total debt | $ | 1,682,949 | $ | 840,000 | |||
| Cash and cash equivalents | (41,231) | (123,122) | |||||
| Net debt | $ | 1,641,718 | $ | 716,878 |
Liquidity – We define liquidity as cash and cash equivalents plus the amount available for borrowing under our revolving credit facility. We consider liquidity to be an important metric for demonstrating the amount of cash that is available or that could be available on short notice. This financial measure is not a substitute for GAAP liquidity measures. Instead, we believe that this measurement enhances investors' understanding of the funds that are currently available. Liquidity was as follows as of December 31:
| (in thousands) | 2021 | 2020 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 41,231 | $ | 123,122 | ||
| Amount available for borrowing under revolving credit facility | 362,619 | 302,342 | ||||
| Liquidity | $ | 403,850 | $ | 425,464 |
Adjusted diluted EPS – By excluding the impact of non-cash items or items that we believe are not indicative of current period operating performance, we believe that adjusted diluted EPS provides useful comparable information to assist in analyzing our current period operating performance and in assessing our future operating performance. As such, adjusted diluted EPS is one of the key financial performance metrics we use to assess the operating results and performance of the business and to identify strategies to improve performance. It is reasonable to expect that one or more of the excluded items will occur in future periods, but the amounts recognized may vary significantly.
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Diluted earnings (loss) per share for the years ended December 31 reconciles to adjusted diluted EPS as follows:
| (in thousands, except per share amounts) | 2021 | 2020 | 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 62,772 | $ | 5,335 | $ | (223,779) | |||||
| Net income attributable to non-controlling interest | (139) | (91) | — | ||||||||
| Net income (loss) attributable to Deluxe | 62,633 | 5,244 | (223,779) | ||||||||
| Asset impairment charges | — | 101,749 | 421,090 | ||||||||
| Acquisition amortization | 82,915 | 55,867 | 70,720 | ||||||||
| Restructuring, integration and other costs | 58,947 | 80,665 | 79,511 | ||||||||
| CEO transition costs(1) | — | (30) | 9,390 | ||||||||
| Share-based compensation expense | 29,477 | 21,824 | 19,138 | ||||||||
| Acquisition transaction costs | 18,913 | 8 | 215 | ||||||||
| Certain legal-related expense (benefit) | 2,443 | (2,164) | 6,420 | ||||||||
| Loss on sales of businesses and customer lists | — | 1,846 | 124 | ||||||||
| Adjustments, pre-tax | 192,695 | 259,765 | 606,608 | ||||||||
| Income tax provision impact of pre-tax adjustments(2) | (45,783) | (50,153) | (88,096) | ||||||||
| Adjustments, net of tax | 146,912 | 209,612 | 518,512 | ||||||||
| Adjusted net income attributable to Deluxe | 209,545 | 214,856 | 294,733 | ||||||||
| Income allocated to participating securities | (156) | (77) | (414) | ||||||||
| Re-measurement of share-based awards classified as liabilities | (448) | (803) | 64 | ||||||||
| Adjusted income attributable to Deluxe available to common shareholders | $ | 208,941 | $ | 213,976 | $ | 294,383 | |||||
| Weighted-average shares and potential common shares outstanding | 42,827 | 42,142 | 43,029 | ||||||||
| Adjustment(3) | (16) | (27) | 158 | ||||||||
| Adjusted weighted-average shares and potential common shares outstanding | 42,811 | 42,115 | 43,187 | ||||||||
| GAAP diluted earnings (loss) per share | $ | 1.45 | $ | 0.11 | $ | (5.20) | |||||
| Adjustments, net of tax | 3.43 | 4.97 | 12.02 | ||||||||
| Adjusted diluted EPS | $ | 4.88 | $ | 5.08 | $ | 6.82 |
(1) In 2019, includes share-based compensation expense related to the modification of certain awards in conjunction with our CEO transition.
(2) The tax effect of the pretax adjustments considers the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). Generally, this results in a tax impact that approximates the U.S. effective tax rate for each adjustment. However, the tax impact of certain adjustments, such as asset impairment charges, share-based compensation expense and CEO transition costs, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable effective tax rate(s) in those jurisdictions.
(3) The total of weighted-average shares and potential common shares outstanding used in the calculations of adjusted diluted EPS differs from the GAAP calculations due to differences in the amount of dilutive shares in each calculation.
Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are useful in evaluating our operating performance, as they eliminate the effect of interest expense, income taxes, the accounting effects of capital investments (i.e., depreciation and amortization) and certain items, as presented below, that may vary for companies for reasons unrelated to current period operating performance. In addition, management utilizes these measures to assess the operating results and performance of the business, to perform analytical comparisons and to identify strategies to improve performance. We also believe that an increasing adjusted EBITDA and adjusted EBITDA margin depict an increase in the value of the company. We do not consider adjusted EBITDA to be a measure of cash flow, as it does not consider certain cash requirements such as interest, income taxes, debt service payments or capital investments.
We have not reconciled our adjusted EBITDA margin outlook guidance for 2022 to the directly comparable GAAP financial measure because we do not provide outlook guidance for net income or the reconciling items between net income and adjusted EBITDA. Because of the substantial uncertainty and variability surrounding certain of these forward-looking reconciling items, including asset impairment charges, restructuring, integration and other costs, and certain legal-related expenses, a reconciliation of the non-GAAP financial measure outlook guidance to the corresponding GAAP measure is not available without unreasonable effort. The probable significance of certain of these reconciling items is high and, based on historical experience, could be material.
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Net income (loss) for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows:
| (in thousands) | 2021 | 2020 | 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 62,772 | $ | 5,335 | $ | (223,779) | |||||
| Non-controlling interest | (139) | (91) | — | ||||||||
| Depreciation and amortization expense | 148,767 | 110,792 | 126,036 | ||||||||
| Interest expense | 55,554 | 23,140 | 34,682 | ||||||||
| Income tax provision | 31,031 | 21,468 | 8,039 | ||||||||
| Asset impairment charges | — | 101,749 | 421,090 | ||||||||
| Restructuring, integration and other costs | 58,947 | 80,665 | 79,511 | ||||||||
| CEO transition costs(1) | — | (30) | 9,390 | ||||||||
| Share-based compensation expense | 29,477 | 21,824 | 19,138 | ||||||||
| Acquisition transaction costs | 18,913 | 8 | 215 | ||||||||
| Certain legal-related expense (benefit) | 2,443 | (2,164) | 6,420 | ||||||||
| Loss on sales of businesses and customer lists | — | 1,846 | 124 | ||||||||
| Adjusted EBITDA | $ | 407,765 | $ | 364,542 | $ | 480,866 | |||||
| Adjusted EBITDA as a percentage of total revenue (adjusted EBITDA margin) | 20.2 | % | 20.4 | % | 23.9 | % |
(1) In 2019, includes share-based compensation expense related to the modification of certain awards in conjunction with our CEO transition.
RESTRUCTURING, INTEGRATION AND OTHER COSTS
Restructuring and integration expense consists of costs related to the consolidation and migration of certain applications and processes, including our financial and sales management systems. It also includes costs related to the integration of acquired businesses into our systems and processes. These costs primarily consist of information technology consulting, project management services and internal labor, as well as other costs associated with our initiatives, such as training, travel and relocation and costs associated with facility closures. In addition, we recorded employee severance costs related to these initiatives, as well as our ongoing cost reduction initiatives across functional areas. Further information regarding restructuring and integration expense can be found under the caption "Note 9: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition to restructuring and integration expense, we also recognized certain business transformation costs during 2020 and 2019 related to optimizing our business processes in line with our growth strategy.
The majority of the employee reductions included in our restructuring and integration accruals as of December 31, 2021 are expected to be completed in the first quarter of 2022, and we expect most of the related severance payments to be paid in the first half of 2022. As a result of our employee reductions, we realized cost savings of approximately $40.0 million in SG&A expense and $1.0 million in total cost of revenue in 2021. For those employee reductions included in our restructuring and integration accruals through December 31, 2021, we expect to realize cost savings of approximately $19.0 million in SG&A expense in 2022, in comparison to our 2021 results of operations. Note that these labor savings were, and will continue to be, partially offset by increased labor and other costs, including costs associated with new employees as we restructure certain activities and strive for the optimal mix of employee skill sets that will support our growth strategy. In addition, as we continued to evaluate our real estate footprint, we closed 16 facilities during 2021. We anticipate annualized cost savings of approximately $8.0 million from these closures, with approximately $3.0 million realized during 2021.
CEO transition costs – In 2018, we announced the retirement of our former CEO. In connection with the transition, we incurred various costs, including retention payments to certain members of our management team, consulting fees related to the evaluation of our strategy and our current CEO's signing bonus. These costs totaled $9.4 million for 2019 and are included in SG&A expense on the consolidated statement of loss.
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SEGMENT RESULTS
We operate 4 reportable business segments: Payments, Cloud Solutions, Promotional Solutions and Checks. These segments are generally organized by product type and reflect the way we currently manage the company. The financial information presented below for our reportable business segments is consistent with that presented under the caption “Note 18: Business Segment Information” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report, where information regarding revenue for our product and service offerings can also be found.
Payments
Results for our Payments segment were as follows:
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Total revenue | $ | 510,359 | $ | 301,901 | $ | 269,573 | 69.0% | 12.0% | ||||||||
| Adjusted EBITDA | 105,576 | 68,117 | 74,384 | 55.0% | (8.4%) | |||||||||||
| Adjusted EBITDA margin | 20.7 | % | 22.6 | % | 27.6 | % | (1.9) pt. | (5.0) pt. |
The increase in total revenue for 2021, as compared to 2020, was driven by revenue of $195.0 million from the First American acquisition, as well as growth in our core payments businesses, primarily digital payments, receivables management and lockbox processing. We continued with new customer implementations, some of which had been delayed, in part, due to impacts of the COVID-19 pandemic. Revenue also benefited from minimal price increases late in the year in response to the current inflationary environment. Longer term, we expect high single-digit revenue growth for this segment.
The increase in adjusted EBITDA for 2021, as compared to 2020, was driven by the contribution of $39.1 million from the First American acquisition, as well as the revenue growth in our core payments businesses. In addition, adjusted EBITDA benefited from various cost reduction actions and the price increases late in the year. These increases in adjusted EBITDA were partially offset by continued sales and information technology investments, the benefit in the prior year of temporary salary and other cost reductions in response to the COVID-19 pandemic, and inflationary pressures on our cost structure, primarily labor costs in our lockbox processing business. Adjusted EBITDA margin decreased for 2021, as compared to 2020, as the investments in the business and the inflationary pressures exceeded the benefit of the revenue increases. For 2022, we expect adjusted EBITDA margin to continue to be in the low 20% range.
The increase in total revenue for 2020, as compared to 2019, was driven by an increase in treasury management revenue of 16.8%, related primarily to lockbox processing outsourcing deals signed in the fourth quarter of 2019 and other client wins. Partially offsetting this increase in revenue was a decline in payroll services revenue, primarily driven by the negative impact of the COVID-19 pandemic on our small business customers. Revenue for the fourth quarter of 2020 was impacted by customer implementation delays attributable to the COVID-19 pandemic.
The decrease in adjusted EBITDA for 2020, as compared to 2019, was primarily driven by increased costs in support of our One Deluxe strategy, including costs related to the lockbox processing outsourcing deals signed in the fourth quarter of 2019, as well as investments in our client operations area that included human capital investments and other costs related to on-boarding new clients. In addition, adjusted EBITDA was negatively impacted by the COVID-19 pandemic, as payroll revenue declined and we incurred incremental costs, including the Hero Pay premium we paid to employees working on-site during the second quarter of 2020. These impacts were partially offset by revenue from the lockbox processing outsourcing deals and temporary actions taken to reduce costs in response to the COVID-19 pandemic. Adjusted EBITDA margin decreased for 2020, as compared to 2019, as a result of the investments we made in this business and COVID-19-related delays in new customer implementations.
Cloud Solutions
Results for our Cloud Solutions segment were as follows:
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Total revenue | $ | 262,310 | $ | 252,773 | $ | 318,383 | 3.8% | (20.6%) | ||||||||
| Adjusted EBITDA | 70,172 | 61,580 | 77,199 | 14.0% | (20.2%) | |||||||||||
| Adjusted EBITDA margin | 26.8 | % | 24.4 | % | 24.2 | % | 2.4 pt. | 0.2 pt. |
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The increase in total revenue for 2021, as compared to 2020, was driven by growth in data-driven marketing revenue resulting from new client wins and from increased marketing efforts by our banking and mortgage lending customers due, in part, to the continuation of low interest rates and an improving credit risk environment. Data-driven marketing revenue also increased as many of our customers reactivated marketing campaigns that had been put on hold due to the COVID-19 pandemic. Overall, data-driven marketing revenue increased 26.5% for 2021, as compared to 2020. Within the web and hosted solutions business, our 2020 decision to exit certain product lines resulted in a revenue decline of $19.9 million for 2021, as compared to 2020. We continue to add new data-driven marketing clients, which will benefit revenue going forward, and for 2022, we expect mid-single digit revenue growth to continue.
Adjusted EBITDA and adjusted EBITDA margin for 2021 increased compared to 2020, due to the revenue growth, as well as various cost reduction actions to bring expenses in line with our post-COVID-19 operating model. In addition, adjusted EBITDA benefited from the timing and type of customer marketing campaigns in each period. Partially offsetting these increases in adjusted EBITDA was the benefit in the prior year of temporary salary and other reductions we implemented in response to the COVID-19 pandemic. For 2022, we expect adjusted EBITDA margin to be in the low-to-mid 20% range.
The decrease in total revenue for 2020, as compared to 2019, was driven by the impact of the COVID-19 pandemic, primarily in data-driven marketing solutions as clients suspended their marketing campaigns, with some impact on web and hosted solutions as well. Data-driven marketing revenue for the fourth quarter of 2020 remained stable, as compared to the third quarter of 2020, as financial institutions slowly reactivated data-driven marketing analytics and campaigns in the second half of the year. Web and hosted solutions revenue declined, as compared to 2019, due to our decision in the third quarter of 2019 to exit certain customer contracts, the loss of certain large customers in the third quarter of 2019 as they elected to in-source some of the services we provide, and more recent decisions to exit certain product lines. Partially offsetting these decreases was a $7.0 million increase in data-driven marketing revenue in the first quarter of 2020, prior to the commencement of the COVID-19 pandemic, driven by new campaigns and growth in pay-for-performance marketing campaigns.
The decrease in adjusted EBITDA for 2020, as compared to 2019, was primarily due to the impact of the COVID-19 pandemic and increased information technology costs in support of our One Deluxe strategy, as well as the loss of web hosting revenue related to the events that occurred in the third quarter of 2019. Partially offsetting these declines in adjusted EBITDA were various cost reductions unrelated to our response to the COVID-19 pandemic, primarily reductions in sales and marketing costs, and the benefit of temporary actions taken in response to the pandemic. Adjusted EBITDA also benefited from the increase in data-driven marketing revenue in the first quarter of 2020, prior to the commencement of the COVID-19 pandemic. Adjusted EBITDA margin increased slightly for 2020, as compared to 2019, as cost reductions outpaced the revenue decline and revenue mix was favorable in 2020.
Promotional Solutions
Results for our Promotional Solutions segment were as follows:
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Total revenue | $ | 546,473 | $ | 529,649 | $ | 640,892 | 3.2% | (17.4%) | ||||||||
| Adjusted EBITDA | 85,384 | 66,620 | 101,293 | 28.2% | (34.2%) | |||||||||||
| Adjusted EBITDA margin | 15.6 | % | 12.6 | % | 15.8 | % | 3.0 pt. | (3.2) pt. |
The increase in total revenue for 2021, as compared to 2020, was driven by some recovery of volume declines resulting from the impact of the COVID-19 pandemic, as our business customers began to resume a more normal level of activity. Additionally, revenue benefited from new clients and price increases in response to the current inflationary environment. Partially offsetting these revenue increases was the continuing secular decline in business forms and some accessories, and sales of PPE decreased approximately $22.0 million for 2021, as compared to 2020. We are anticipating revenue growth in the low-single digits for 2022.
The increases in adjusted EBITDA and adjusted EBITDA margin for 2021, as compared to 2020, were driven by the benefit of new clients, some recovery of volume declines resulting from the impact of the COVID-19 pandemic, and lower bad debt expense related to notes receivable from distributors and trade accounts receivable. In addition, adjusted EBITDA benefited from price increases in response to the current inflationary environment, various cost reduction actions and lower expense for obsolete inventory in 2021. These increases in adjusted EBITDA were partially offset by various information technology investments, the benefit in the prior year of temporary salary and other cost reductions in response to the COVID-19 pandemic, and inflationary pressures on hourly wages, materials and delivery. For 2022, we anticipate a slightly improved adjusted EBITDA margin resulting from value realization and merchandising optimization initiatives.
The decrease in total revenue for 2020, as compared to 2019, was driven primarily by the impact of the COVID-19 pandemic, as our customers reacted to the economic environment, and demand for marketing and promotional products declined sharply, as our customers stopped virtually all promotional activities in response to the pandemic. The continuing
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secular decline in business forms and some accessories also negatively impacted revenue. Partially offsetting these volume declines was new revenue of $31.0 million from sales of PPE during 2020.
The decrease in adjusted EBITDA for 2020, as compared to 2019, was driven primarily by the loss of revenue resulting from the COVID-19 pandemic, investments in support of our One Deluxe strategy, primarily information technology and sales force expenses, and the continuing secular decline in business forms and some accessories. In addition, we recorded bad debt expense of $5.4 million during 2020, related to notes receivable from our distributors, primarily one that was underperforming prior to the commencement of the COVID-19 pandemic, and expense for obsolete inventory was higher in 2020. These decreases in adjusted EBITDA were partially offset by the benefit of temporary actions taken in response to the COVID-19 pandemic, other cost reduction actions, primarily related to sales, marketing and fulfillment costs, and the sales of PPE in 2020. Adjusted EBITDA margin for 2020 decreased, as compared to 2019, as the revenue decline, investments in our transformation, and bad debt and obsolete inventory expense more than offset the benefit of temporary actions taken in response to the COVID-19 pandemic and the other cost savings realized.
Checks
Results for our Checks segment were as follows:
| Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||
| Total revenue | $ | 703,055 | $ | 706,458 | $ | 779,867 | (0.5%) | (9.4%) | ||||||||
| Adjusted EBITDA | 324,224 | 341,705 | 402,662 | (5.1%) | (15.1%) | |||||||||||
| Adjusted EBITDA margin | 46.1 | % | 48.4 | % | 51.6 | % | (2.3) pt. | (3.2) pt. |
The decrease in total revenue for 2021, as compared to 2020, was driven primarily by the expected continuing secular decline in checks. Partially offsetting this impact was some recovery of volume declines resulting from the impact of the COVID-19 pandemic, primarily business check volumes, as well as price increases in response to the current inflationary environment and the impact of new client wins. In 2022, we anticipate that the revenue decline rate will be in the low single digits.
The decreases in adjusted EBITDA and adjusted EBITDA margin for 2021, as compared to 2020, were driven by information technology investments, including new print-on-demand technology, costs of on-boarding new clients and inflationary pressures on hourly wages, materials and delivery. These decreases were partially offset by various cost reduction initiatives and lower bad debt expense for 2021.
The decrease in total revenue for 2020, as compared to 2019, was driven primarily by the impact of the COVID-19 pandemic, which resulted in a decline in business and personal check usage stemming from the slowdown in the economy. The continuing secular decline in checks also contributed to the revenue decline, partially offset by nominal price increases.
The decrease in adjusted EBITDA for 2020, as compared to 2019, was driven by the loss of revenue resulting from the COVID-19 pandemic and the secular decline in checks, as well as referral costs and investments in support of our One Deluxe strategy, primarily information technology expenses. Partially offsetting these decreases in adjusted EBITDA were various cost reductions unrelated to our response to the COVID-19 pandemic, primarily sales, marketing and fulfillment costs, and the benefit of temporary actions taken in response to the COVID-19 pandemic. Adjusted EBITDA margin for 2020 decreased as compared to 2019, as the impact of the revenue decline and investments in the business exceeded the impact of our cost saving initiatives.
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CASH FLOWS AND LIQUIDITY
As of December 31, 2021, we held cash and cash equivalents of $41.2 million, as well as restricted cash and restricted cash equivalents included in funds held for customers and in other non-current assets of $244.3 million. The following table shows our cash flow activity for the past 3 years, and should be read in conjunction with the consolidated statements of cash flows appearing in Part II, Item 8 of this report.
| Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||
| Net cash provided by operating activities | $ | 210,821 | $ | 217,553 | $ | 286,653 | $ | (6,732) | $ | (69,100) | |||||||||
| Net cash used by investing activities | (1,066,601) | (56,093) | (72,397) | (1,010,508) | 16,304 | ||||||||||||||
| Net cash provided (used) by financing activities | 912,961 | (110,555) | (190,148) | 1,023,516 | 79,593 | ||||||||||||||
| Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents | (1,099) | 3,693 | 5,444 | (4,792) | (1,751) | ||||||||||||||
| Net change in cash, cash equivalents, restricted cash and restricted cash equivalents | $ | 56,082 | $ | 54,598 | $ | 29,552 | $ | 1,484 | $ | 25,046 | |||||||||
| Free cash flow(1) | $ | 101,681 | $ | 154,915 | $ | 220,058 | $ | (53,234) | $ | (65,143) |
(1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which illustrates how we calculate free cash flow.
Net cash provided by operating activities decreased $6.7 million for 2021, as compared to 2020, driven primarily by investments in our business, including transaction costs related to the acquisition of First American and increased subscription and implementation costs related to SaaS solutions we are utilizing, including a new enterprise resource planning system. Additionally, operating cash flow was negatively impacted by the continuing secular decline in checks, business forms and some business accessories, a $23.8 million increase in interest payments, driven by the debt issued to complete the First American acquisition, and the prior year benefited from the deferral of federal payroll tax payments under the CARES Act, a portion of which was paid during 2021. The prior year also benefited from temporary salary and other cost reductions implemented in response to the COVID-19 pandemic. These decreases in operating cash flow were substantially offset by the contribution from First American's operations, improved working capital management, the benefit of new clients, some recovery of revenue declines from the COVID-19 pandemic and various cost saving actions. Additionally, performance-based compensation payments decreased $8.6 million, based on our 2020 performance.
Net cash provided by operating activities decreased $69.1 million for 2020, as compared to 2019, driven primarily by the loss of revenue resulting from the COVID-19 pandemic, increased investments in support of our One Deluxe strategy, the continuing secular decline in checks and business forms, and changes in the timing of certain working capital items, such as inventory purchases and payments on accounts payable. These decreases in operating cash flow were partially offset by a $36.1 million reduction in income tax payments resulting from lower taxable income, cost reduction actions taken in response to the COVID-19 pandemic, such as temporary salary reductions, delays in U.S. federal payroll tax payments of $14.3 million allowed under the CARES Act, and a legal-related settlement of $12.5 million in 2019 that was accrued in the previous year.
Included in net cash provided by operating activities were the following operating cash outflows:
| Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||
| Medical benefit payments | $ | 50,918 | $ | 43,419 | $ | 41,714 | $ | 7,499 | $ | 1,705 | |||||||||
| Interest payments | 46,621 | 22,853 | 33,227 | 23,768 | (10,374) | ||||||||||||||
| Prepaid product discount payments | 40,920 | 33,613 | 25,637 | 7,307 | 7,976 | ||||||||||||||
| Income tax payments | 18,761 | 24,701 | 60,764 | (5,940) | (36,063) | ||||||||||||||
| Performance-based compensation payments(1) | 12,192 | 20,832 | 23,583 | (8,640) | (2,751) | ||||||||||||||
| Severance payments | 10,202 | 14,289 | 10,585 | (4,087) | 3,704 |
(1) Amounts reflect compensation based on total company performance.
Net cash used by investing activities for 2021 was $1,010.5 million higher than 2020, driven primarily by the acquisition of First American. In addition, purchases of capital assets increased $46.5 million, as we continued investments to support our long-
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term growth, including technology platform modernization initiatives, and proceeds from sales of facilities decreased $7.1 million, related to the evaluation of our real estate footprint.
Net cash used by investing activities for 2020 was $16.3 million lower than 2019, driven primarily by proceeds from the sale of facilities of $9.7 million in 2020, an $8.3 million reduction in payments for acquisitions and a reduction in capital purchases of $4.0 million, partially offset by purchases of small business distributor customer lists of $11.1 million in 2020. Further information regarding our 2019 acquisitions can be found under the caption "Note 6: Acquisitions" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Net cash provided by financing activities for 2021 was $1,023.5 million higher than 2020, driven by net proceeds from the debt we issued to complete the First American acquisition. Also contributing to the increase was the net change in customer funds obligations in each period, which is discussed further in Other Financial Position Information. In addition, common share repurchases decreased $14.0 million, as we suspended our share repurchase program in the second quarter of 2020 in response to the COVID-19 pandemic, and proceeds from issuing shares increased $13.1 million, as certain employees of First American purchased our stock in conjunction with the acquisition in the second quarter of 2021.
Net cash used by financing activities for 2020 was $79.6 million lower than 2019, due primarily to a decrease in common share repurchases of $104.5 million. To maintain liquidity during the COVID-19 pandemic, we did not repurchase any of our common shares during the last 3 quarters of 2020. Partially offsetting this decrease in cash used by financing activities was a net increase in payments on long-term debt of $17.0 million and the net change in customer funds obligations in each period.
Significant cash transactions, excluding those related to operating activities, for each period were as follows:
| Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||
| Payments for acquisitions, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired | $ | (958,514) | $ | — | $ | (8,251) | $ | (958,514) | $ | 8,251 | |||||||||
| Purchases of capital assets | (109,140) | (62,638) | (66,595) | (46,502) | 3,957 | ||||||||||||||
| Cash dividends paid to shareholders | (51,654) | (50,746) | (51,742) | (908) | 996 | ||||||||||||||
| Payments for debt issuance costs | (18,153) | — | — | (18,153) | — | ||||||||||||||
| Purchases of customer lists | (2,759) | (11,082) | — | 8,323 | (11,082) | ||||||||||||||
| Payments for common shares repurchased | — | (14,000) | (118,547) | 14,000 | 104,547 | ||||||||||||||
| Net change in debt | 854,974 | (43,500) | (26,500) | 898,474 | (17,000) | ||||||||||||||
| Net change in customer funds obligations | 126,703 | (168) | 12,598 | 126,871 | (12,766) | ||||||||||||||
| Proceeds from issuing shares | 16,843 | 3,747 | 3,198 | 13,096 | 549 | ||||||||||||||
| Proceeds from sale of facilities | 2,648 | 9,713 | — | (7,065) | 9,713 |
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During the fourth quarter of 2021, we repatriated accumulated foreign earnings of $85.3 million held in cash by our Canadian subsidiaries. We decided to complete the repatriation due, in part, to changes in Canadian law announced during 2021 and the reorganization of our capital structure in June 2021. We utilized this cash to reduce our outstanding debt. The associated tax expense of $4.6 million was included in our income tax provision for the fourth quarter of 2021.
During 2022, we will begin repatriating Canadian current year earnings on an annual basis, as we believe the accumulated and remaining cash of our Canadian subsidiaries is sufficient to meet their working capital needs. We intend to utilize the repatriated earnings to reduce our outstanding debt. The historical unremitted Canadian earnings as of December 31, 2021, as well as the accumulated and future unremitted earnings of our non-Canadian foreign subsidiaries, will continue to be reinvested indefinitely in the operations of those subsidiaries. Deferred income taxes have not been recognized on these earnings as of December 31, 2021. If we were to repatriate all foreign cash and cash equivalents into the U.S. at one time, we estimate we would incur a foreign withholding tax liability of approximately $2.0 million. As of December 31, 2021, the amount of cash and cash equivalents held by our foreign subsidiaries was $47.8 million, primarily in Canada.
In assessing our cash needs, we must consider our debt service requirements, lease obligations, other contractual commitments and contingent liabilities. Information regarding the maturities of our long-term debt, our operating and finance lease obligations and contingent liabilities can be found under the captions "Note 14: Debt," "Note 15: Leases" and "Note 16: Other Commitments and Contingencies," all of which appear in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, we have executed contracts with third-party service providers, primarily for information technology services, including cloud computing and professional services agreements related to the modernization of our technology platform, as well as agreements for outsourcing services, the purchase of data, and payment acceptance services. These contracts obligate us to pay approximately $140.0 million in total, with approximately $55.0 million due during 2022, $50.0 million due during 2023 and the remainder due through 2027.
As of December 31, 2021, $362.6 million was available for borrowing under our revolving credit facility. We anticipate that net cash generated by operations, along with cash and cash equivalents on hand and availability under our credit facility, will be sufficient to support our operations, including our contractual obligations and our debt service requirements, for the next 12 months. We anticipate that we will continue to pay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to change.
CAPITAL RESOURCES
The principal amount of our debt obligations was $1.7 billion as of December 31, 2021, an increase of $862.1 million from December 31, 2020. Further information concerning our outstanding debt, including our debt service obligations, can be found under the caption "Note 14: Debt” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Our capital structure for each period was as follows:
| December 31, 2021 | December 31, 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Amount | Period-end interest rate | Amount | Period-end interest rate | Change | ||||||||||||
| Fixed interest rate(1) | $ | 700,000 | 6.9 | % | $ | 200,000 | 3.3 | % | $ | 500,000 | |||||||
| Floating interest rate | 1,002,125 | 2.4 | % | 640,000 | 1.6 | % | 362,125 | ||||||||||
| Total debt principal | 1,702,125 | 4.2 | % | 840,000 | 2.0 | % | 862,125 | ||||||||||
| Shareholders’ equity | 574,598 | 513,392 | 61,206 | ||||||||||||||
| Total capital | $ | 2,276,723 | $ | 1,353,392 | $ | 923,331 |
(1) The fixed interest rate amount includes the amount of our variable-rate debt that is subject to an interest rate swap agreement. The related interest rate includes the fixed rate under the swap of 1.798% plus the credit facility spread due on all amounts outstanding under the credit facility agreement.
In October 2018, our board of directors authorized the repurchase of up to $500.0 million of our common stock. This authorization has no expiration date. We have not repurchased any shares since the first quarter of 2020, when we suspended share repurchases in order to maintain liquidity during the COVID-19 pandemic. As of December 31, 2021, $287.5 million remained available for repurchase under the authorization. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity appearing in Part II, Item 8 of this report.
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As of December 31, 2021, total commitments under our revolving credit facility were $500.0 million and the credit facility matures in June 2026. Our quarterly commitment fee ranges from 0.25% to 0.35%, based on our total leverage ratio, as defined in the credit agreement. Further information regarding the terms and maturities of our debt, as well as our debt covenants, can be found under the caption "Note 14: Debt" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Under the terms of our credit facility, if our consolidated total leverage ratio exceeds 2.75 to 1.00, the aggregate annual amount of permitted dividends and share repurchases is limited to $60.0 million. We were in compliance with our debt covenants as of December 31, 2021, and we anticipate that we will remain in compliance with our debt covenants throughout the next 12 months.
As of December 31, 2021, amounts were available for borrowing under our revolving credit facility as follows:
| (in thousands) | Total available | |
|---|---|---|
| Revolving credit facility commitment | $ | 500,000 |
| Amount drawn on revolving credit facility | (130,000) | |
| Outstanding letters of credit(1) | (7,381) | |
| Net available for borrowing as of December 31, 2021 | $ | 362,619 |
(1) We use standby letters of credit primarily to collateralize certain obligations related to our self-insured workers' compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our revolving credit facility.
OTHER FINANCIAL POSITION INFORMATION
Information concerning items comprising selected captions on our consolidated balance sheets can be found under the caption "Note 3: Supplemental Balance Sheet and Cash Flow Information" and information regarding the impact of the First American acquisition on our consolidated balance sheet as of December 31, 2021 can be found under the caption "Note 6: Acquisitions," both of which appear in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Funds held for customers – Funds held for customers of $254.8 million as of December 31, 2021 increased $135.0 million from December 31, 2020, while the related liability for funds held for customers of $256.3 million as of December 31, 2021 increased $138.6 million from December 31, 2020. These increases were driven by the acquisition of First American during 2021. Funds held for customers as of the acquisition date were $7.9 million. The remainder of the increase was due to the seasonal nature of a portion of First American's business, under which property tax payments are collected in December and paid on behalf of customers the following quarter.
Finance lease – During the third quarter of 2021, a lease for our headquarters facility located in Minnesota commenced and was recorded on the consolidated balance sheet as a finance lease. The lease resulted in an increase in property, plant and equipment and an increase in lease obligations of $26.9 million. Further information regarding our finance leases, including their maturities, can be found under the caption "Note 15: Leases" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
Prepaid product discounts – Other non-current assets include prepaid product discounts that are recorded upon contract execution and are generally amortized on the straight-line basis as reductions of revenue over the related contract term. Changes in prepaid product discounts during the past 3 years can be found under the caption "Note 3: Supplemental Balance Sheet and Cash Flow Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Cash payments made for prepaid product discounts were $40.9 million for 2021, $33.6 million for 2020 and $25.6 million for 2019.
The number of checks being written has been declining, which has contributed to increased competitive pressure when attempting to retain or acquire clients. Both the number of financial institution clients requesting prepaid product discount payments and the amount of the payments has fluctuated from year to year. Although we anticipate that we will selectively continue to make these payments, we cannot quantify future amounts with certainty. The amount paid depends on numerous factors, such as the number and timing of contract executions and renewals, competitors’ actions, overall product discount levels and the structure of up-front product discount payments versus providing higher discount levels throughout the term of the contract.
Liabilities for prepaid product discounts are recorded upon contract execution. These obligations are monitored for each contract and are adjusted as payments are made. Prepaid product discounts due within the next year are included in accrued liabilities on the consolidated balance sheets and were $11.9 million as of December 31, 2021 and $14.4 million as of December 31, 2020.
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CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates are those that are most important to the portrayal of our financial condition and results of operations, or which place the most significant demands on management's judgment about the effect of matters that are inherently uncertain, and the impact of different estimates or assumptions could be material to our financial condition or results of operations. Our MD&A discussion is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. Our accounting policies are discussed under the caption “Note 1: Significant Accounting Policies” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. In some instances, we reasonably could have used different accounting estimates and, in other instances, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results may differ from our estimates. Significant estimates and judgments are reviewed by management on an ongoing basis and by the audit committee of our board of directors at the end of each quarter prior to the public release of our financial results.
Goodwill Impairment
As of December 31, 2021, goodwill totaled $1.43 billion, which represented 46.5% of our total assets. Goodwill is tested for impairment on an annual basis as of July 31, or more frequently if events occur or circumstances change that would indicate a possible impairment.
To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form a reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.
When completing our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after this qualitative assessment, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. In completing the 2021 annual impairment analysis of goodwill as of July 31, 2021, we elected to perform qualitative analyses for all of our reporting units. These qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the most recent quantitative analyses completed in prior periods. In completing these assessments, we noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. As such, no goodwill impairment charges were recorded as a result of our 2021 annual impairment analysis.
When performing a quantitative analysis of goodwill, we first compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared and corporate items among reporting units. We utilize a discounted cash flow model to calculate the estimated fair value of a reporting unit. This approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the market-value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair values of our reporting units, we are required to estimate a number of factors, including revenue growth rates, terminal growth rates, direct costs, the discount rate and the allocation of shared and corporate items. When completing a quantitative analysis for all of our reporting units, the summation of our reporting units' fair values is compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.
While we did not record any goodwill impairment charges during 2021, we did record significant goodwill impairment charges during 2020 and 2019.
2020 goodwill impairment charges – During the first quarter of 2020, when the World Health Organization (WHO) classified the COVID-19 outbreak as a pandemic, we observed a decline in the market valuation of our common shares and we determined that the global response to the pandemic negatively impacted our estimates of expected future cash flows. We concluded that a triggering event had occurred for 2 of our reporting units and as such, we completed quantitative goodwill impairment analyses for our Promotional Solutions and Cloud Solutions Web Hosting reporting units as of March 31, 2020. Our
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analyses indicated that the goodwill of our Promotional Solutions reporting unit was partially impaired and the goodwill of our Cloud Solutions Web Hosting reporting unit was fully impaired, and we recorded goodwill impairment charges of $67.1 million and $4.3 million, respectively. The impairment charges were measured as the amount by which the reporting units' carrying values exceeded their estimated fair values, limited to the carrying amount of goodwill. After the impairment charges, $59.0 million of goodwill remained in the Promotional Solutions reporting unit as of the measurement date.
Our impairment analyses were based on assumptions made using the best information available at the time, including the performance of our reporting units subsequent to the WHO declaration of a pandemic and available economic forecasts. These assumptions anticipated a sharp decline in gross domestic product and a material decline in the number of small businesses. The sweeping nature of the pandemic made it extremely difficult to predict how our business and operations would be affected in the longer term. To the extent our assumptions differ from actual events, we may be required to record additional asset impairment charges.
Our impairment assessments are sensitive to changes in forecasted revenues and expenses, as well as our selected discount rate. For the March 31, 2020 assessment of our Promotional Solutions reporting unit, holding all other assumptions constant, if we assumed revenue in each year was 10% higher than we estimated, our goodwill impairment charge would have been approximately $18.0 million less, and if we assumed revenue in each year was 10% lower than we estimated, our goodwill impairment charge would have been approximately $18.0 million more. If we assumed our expenses, as a percentage of revenue, were 100 basis points lower in each year, our goodwill impairment charge would have been approximately $39.0 million less, and if we assumed our expenses, as a percentage of revenue, were 100 basis points higher in each year, our goodwill impairment charge would have been approximately $39.0 million more. If we assumed our selected discount rate of 12% was 100 basis points lower, our goodwill impairment charge would have been approximately $21.0 million less, and if we assumed the discount rate was 100 basis points higher, our goodwill impairment charge would have been approximately $17.0 million more.
2019 goodwill impairment charges – Our quantitative analyses of goodwill as of July 31, 2019 indicated that the goodwill of our former Financial Services Data-Driven Marketing reporting unit was partially impaired and the goodwill of our former Small Business Services Web Services reporting unit was fully impaired. As such, we recorded pretax goodwill impairment charges of $145.6 million and $242.3 million, respectively. Both impairment charges resulted from a combination of triggering events and circumstances, including underperformance against 2019 expectations and the original acquisition business case assumptions, driven substantially by our decision in the third quarter of 2019 to exit certain customer contracts, the loss of certain large customers in the third quarter of 2019 as they elected to in-source some of the services we provide, and the sustained decline in our stock price. The impairment charges were measured as the amount by which the reporting units' carrying values exceeded their estimated fair values, limited to the carrying amount of goodwill. After the impairment charges, $40.8 million of goodwill remained in the former Financial Services Data-Driven Marketing reporting unit.
For our former Financial Services Data-Driven Marketing reporting unit, holding all other assumptions constant, if we assumed revenue in each year was 10% higher than we estimated, our impairment charge would have been approximately $16.0 million less, and if we assumed revenue in each year was 10% lower than we estimated, our impairment charge would have been approximately $17.0 million more. If we assumed our expenses, as a percentage of revenue, were 200 basis points lower in each year, our impairment charge would have been approximately $28.0 million less, and if we assumed our expenses, as a percentage of revenue, were 200 basis points higher in each year, our impairment charge would have been approximately $30.0 million more. If we assumed our selected discount rate of 12% was 200 basis points lower, our impairment charge would have been approximately $43.0 million less, and if we assumed the discount rate was 200 basis points higher, our impairment charge would have been approximately $28.0 million more.
In the case of our former Small Business Services Web Services reporting unit, holding all other assumptions constant, if we assumed revenue in each year was 10% higher than we estimated, our impairment charge would have been approximately $6.0 million less. If we assumed our expenses, as a percentage of revenue, were 200 basis points lower in each year, our impairment charge would have been approximately $35.0 million less, and if we assumed our selected discount rate of 12% was 200 basis points lower, our impairment charge would have been approximately $12.0 million less.
Further information regarding all of our goodwill impairment analyses can be found under the caption "Note 8: Fair Value Measurements" in the Notes to Consolidated Financial Statements appearing in Item II, Part 8 of this report. Evaluations of asset impairment require us to make assumptions about future events, market conditions and financial performance over the life of the asset being evaluated. These assumptions require significant judgment and actual results may vary from our assumptions. For example, if our stock price were to further decline over a sustained period, if a further downturn in economic conditions were to negatively affect our actual and forecasted operating results, if we were to change our business strategies and/or the allocation of resources, if we were to lose significant customers, if competition were to materially increase, or if order volume declines for checks and business forms were to materially accelerate, these situations could indicate a decline in the fair value of one or more of our reporting units. This may require us to record additional impairment charges for a portion of goodwill or other assets.
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Business Combinations
We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates, including, but not limited to, the nature of the acquired company’s business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.
We generally estimate the fair value of acquired customer lists using the multi-period excess earnings method. This valuation model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as a trade name or fixed assets, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the customer list asset, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The fair value of acquired customer lists may also be estimated by discounting the estimated cash flows expected to be generated by the assets. During 2021, we also utilized the multi-period excess earnings method to estimate the fair value of acquired partner relationship intangible assets. Key assumptions used in these calculations include same-customer revenue, merchant and partner growth rates; estimated earnings; estimated customer and partner retention rates, based on the acquirees' historical information; and the discount rate.
The fair value of acquired trade names and technology is estimated, at times, using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. Assumed royalty rates are applied to projected revenue for the estimated remaining useful lives of the assets to estimate the royalty savings. Royalty rates are selected based on the attributes of the asset, including its recognition and reputation in the industry, and in the case of trade names, with consideration of the specific profitability of the products sold under a trade name and supporting assets. The fair value of acquired technology may also be estimated using the cost of reproduction method under which the primary components of the technology are identified and the estimated cost to reproduce the technology is calculated based on historical data provided by the acquiree.
The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.
We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.
While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to 1 year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of income (loss).
The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have different useful lives. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.
Revenue Recognition
Product revenue is recognized when control of the goods is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. In most cases, control is transferred when products are shipped. We recognize the vast majority of our service revenue as the services are provided. The majority of our contracts are for the shipment of tangible products or the delivery of services that have a single performance obligation or include multiple performance obligations where control is transferred at the same time. Many of our financial institution contracts require prepaid product discounts in the form of cash payments we make to our financial institution clients. These prepaid product discounts are included in other non-current assets on our consolidated balance sheets and are generally amortized as reductions of revenue on the straight-line basis over the contract term. Sales tax collected concurrent with revenue-producing activities is excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related costs incurred for shipping and handling are reflected in cost of products and are accrued when the related revenue is recognized.
When another party is involved in providing goods or services to a customer, we must determine whether our obligation is to provide the specified good or service itself (i.e., we are the principal in the transaction) or to arrange for that good or service to be provided by the other party (i.e., we are an agent in the transaction). When we are responsible for satisfying a performance
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obligation, based on our ability to control the product or service provided, we are considered the principal and revenue is recognized for the gross amount of consideration. When the other party is primarily responsible for satisfying a performance obligation, we are considered the agent and revenue is recognized in the amount of any fee or commission to which we are entitled. We sell certain products and services through a network of distributors. We have determined that we are the principal in these transactions, and revenue is recorded for the gross amount of consideration.
Certain costs incurred to obtain customer contracts are required to be recognized as assets and amortized consistent with the transfer of goods or services to the customer. As such, we defer costs related to obtaining check supply, treasury management solutions and merchant services contracts. These amounts, which totaled $18.0 million as of December 31, 2021, are included in other non-current assets and are amortized on the straight-line basis as SG&A expense. Amortization of these amounts on the straight-line basis approximates the timing of the transfer of goods or services to the customer. Generally, these amounts are being amortized over periods of 2 to 5 years. We expense these costs as incurred when the amortization period would have been 1 year or less.
Accounting for customer contracts can be complex and may involve the use of various techniques to estimate total contract revenue. Estimates related to variable consideration are based on various assumptions to project the outcome of future events. We review and update our contract-related estimates regularly, and we do not anticipate that revisions to our estimates would have a material effect on our results of operations, financial position or cash flows.
New Accounting Pronouncements
Information regarding the accounting pronouncements adopted during 2021 can be found under the caption “Note 2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.