x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2013
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________________ to ________________________
|
Minnesota
(State or other jurisdiction of incorporation or organization)
|
41-0216800
(I.R.S. Employer Identification No.)
|
3680 Victoria St. N., Shoreview, Minnesota
(Address of principal executive offices)
|
55126-2966
(Zip Code)
|
|
Large accelerated filer
þ
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
70,741
|
|
|
$
|
45,435
|
|
Trade accounts receivable (net of allowances for uncollectible accounts of $3,833 and $3,912, respectively)
|
|
74,873
|
|
|
70,387
|
|
||
Inventories and supplies
|
|
23,735
|
|
|
23,291
|
|
||
Deferred income taxes
|
|
6,774
|
|
|
7,687
|
|
||
Funds held for customers
|
|
41,394
|
|
|
43,140
|
|
||
Other current assets
|
|
38,363
|
|
|
29,803
|
|
||
Total current assets
|
|
255,880
|
|
|
219,743
|
|
||
Deferred Income Taxes
|
|
1,621
|
|
|
1,662
|
|
||
Long-Term Investments (including $2,111 and $2,196 of investments at fair value, respectively)
|
|
44,415
|
|
|
46,898
|
|
||
Property, Plant And Equipment (net of accumulated depreciation of $361,384 and $358,580, respectively)
|
|
101,770
|
|
|
104,189
|
|
||
Assets Held For Sale
|
|
2,300
|
|
|
970
|
|
||
Intangibles (net of accumulated amortization of $480,861 and $472,078, respectively)
|
|
146,003
|
|
|
150,717
|
|
||
Goodwill
|
|
789,586
|
|
|
789,636
|
|
||
Other Non-Current Assets
|
|
100,235
|
|
|
98,625
|
|
||
Total Assets
|
|
$
|
1,441,810
|
|
|
$
|
1,412,440
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
63,210
|
|
|
$
|
65,107
|
|
Accrued liabilities
|
|
154,295
|
|
|
155,003
|
|
||
Long-term debt due within one year
|
|
172
|
|
|
—
|
|
||
Total current liabilities
|
|
217,677
|
|
|
220,110
|
|
||
Long-Term Debt
|
|
650,429
|
|
|
652,581
|
|
||
Deferred Income Taxes
|
|
74,744
|
|
|
75,147
|
|
||
Other Non-Current Liabilities
|
|
35,137
|
|
|
31,667
|
|
||
Commitments And Contingencies (Notes 10 and 11)
|
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
|
||
Common shares $1 par value (authorized: 500,000 shares; outstanding: 2013 – 50,669; 2012 – 50,614)
|
|
50,669
|
|
|
50,614
|
|
||
Additional paid-in capital
|
|
46,282
|
|
|
47,968
|
|
||
Retained earnings
|
|
408,144
|
|
|
375,000
|
|
||
Accumulated other comprehensive loss (Note 5)
|
|
(41,272
|
)
|
|
(40,647
|
)
|
||
Total shareholders’ equity
|
|
463,823
|
|
|
432,935
|
|
||
Total Liabilities And Shareholders’ Equity
|
|
$
|
1,441,810
|
|
|
$
|
1,412,440
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Product revenue
|
|
$
|
339,875
|
|
|
$
|
341,427
|
|
Service revenue
|
|
47,678
|
|
|
36,554
|
|
||
Total Revenue
|
|
387,553
|
|
|
377,981
|
|
||
Cost of products sold
|
|
(112,270
|
)
|
|
(111,615
|
)
|
||
Cost of services provided
|
|
(21,027
|
)
|
|
(15,872
|
)
|
||
Total Cost Of Revenue
|
|
(133,297
|
)
|
|
(127,487
|
)
|
||
Gross Profit
|
|
254,256
|
|
|
250,494
|
|
||
Selling, general and administrative expense
|
|
(175,152
|
)
|
|
(171,831
|
)
|
||
Net restructuring charges
|
|
(1,371
|
)
|
|
(638
|
)
|
||
Operating Income
|
|
77,733
|
|
|
78,025
|
|
||
Interest expense
|
|
(9,479
|
)
|
|
(11,697
|
)
|
||
Other income
|
|
350
|
|
|
39
|
|
||
Income Before Income Taxes
|
|
68,604
|
|
|
66,367
|
|
||
Income tax provision
|
|
(22,729
|
)
|
|
(22,288
|
)
|
||
Net Income
|
|
$
|
45,875
|
|
|
$
|
44,079
|
|
|
|
|
|
|
||||
Comprehensive Income
|
|
$
|
45,250
|
|
|
$
|
45,610
|
|
|
|
|
|
|
||||
Basic Earnings Per Share
|
|
$
|
0.90
|
|
|
$
|
0.86
|
|
Diluted Earnings Per Share
|
|
0.89
|
|
|
0.86
|
|
||
Cash Dividends Per Share
|
|
0.25
|
|
|
0.25
|
|
|
|
Common shares par value
(1)
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive loss
|
|
Total
|
||||||||||
Balance, December 31, 2012
|
|
$
|
50,614
|
|
|
$
|
47,968
|
|
|
$
|
375,000
|
|
|
$
|
(40,647
|
)
|
|
$
|
432,935
|
|
Net income
|
|
—
|
|
|
—
|
|
|
45,875
|
|
|
—
|
|
|
45,875
|
|
|||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
(12,731
|
)
|
|
—
|
|
|
(12,731
|
)
|
|||||
Common shares issued
|
|
424
|
|
|
10,600
|
|
|
—
|
|
|
—
|
|
|
11,024
|
|
|||||
Tax impact of share-based awards
|
|
—
|
|
|
473
|
|
|
—
|
|
|
—
|
|
|
473
|
|
|||||
Common shares repurchased
|
|
(309
|
)
|
|
(12,300
|
)
|
|
—
|
|
|
—
|
|
|
(12,609
|
)
|
|||||
Other common shares retired
|
|
(60
|
)
|
|
(2,296
|
)
|
|
—
|
|
|
—
|
|
|
(2,356
|
)
|
|||||
Fair value of share-based compensation
|
|
—
|
|
|
1,837
|
|
|
—
|
|
|
—
|
|
|
1,837
|
|
|||||
Other comprehensive loss (Note 5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(625
|
)
|
|
(625
|
)
|
|||||
Balance, March 31, 2013
|
|
$
|
50,669
|
|
|
$
|
46,282
|
|
|
$
|
408,144
|
|
|
$
|
(41,272
|
)
|
|
$
|
463,823
|
|
|
|
Quarter Ended March 31,
|
||||||||
|
|
2013
|
|
2012
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
||||||
Net income
|
|
$
|
45,875
|
|
|
$
|
44,079
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||
Depreciation
|
|
4,556
|
|
|
5,108
|
|
||||
Amortization of intangibles
|
|
11,343
|
|
|
11,989
|
|
||||
Amortization of contract acquisition costs
|
|
4,102
|
|
|
4,379
|
|
||||
Deferred income taxes
|
|
(144
|
)
|
|
2,557
|
|
||||
Employee share-based compensation expense
|
|
1,919
|
|
|
1,550
|
|
||||
Other non-cash items, net
|
|
2,016
|
|
|
2,514
|
|
||||
Changes in assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
||||
Trade accounts receivable
|
|
(5,605
|
)
|
|
532
|
|
||||
Inventories and supplies
|
|
(948
|
)
|
|
(1,043
|
)
|
||||
Other current assets
|
|
(4,180
|
)
|
|
(5,679
|
)
|
||||
Non-current assets
|
|
(3,520
|
)
|
|
1,020
|
|
||||
Accounts payable
|
|
(1,800
|
)
|
|
(3,829
|
)
|
||||
Contract acquisition payments
|
|
(3,177
|
)
|
|
(9,357
|
)
|
||||
Other accrued and non-current liabilities
|
|
1,031
|
|
|
(1,824
|
)
|
||||
Net Cash Provided By Operating Activities
|
|
51,468
|
|
|
51,996
|
|
||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
||||
Purchases of capital assets
|
|
(8,304
|
)
|
|
(8,996
|
)
|
||||
Payments for acquisitions
|
|
(1,360
|
)
|
|
(417
|
)
|
||||
Loans to distributors
|
|
(365
|
)
|
|
(123
|
)
|
||||
Other
|
|
192
|
|
|
448
|
|
||||
Net Cash Used By Investing Activities
|
|
(9,837
|
)
|
|
(9,088
|
)
|
||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
||||
Payments for debt issue costs
|
|
(138
|
)
|
|
(1,038
|
)
|
||||
Change in book overdrafts
|
|
55
|
|
|
(2,628
|
)
|
||||
Proceeds from issuing shares under employee plans
|
|
8,987
|
|
|
2,661
|
|
||||
Excess tax benefit from share-based employee awards
|
|
915
|
|
|
362
|
|
||||
Payments for common shares repurchased
|
|
(12,609
|
)
|
|
—
|
|
||||
Cash dividends paid to shareholders
|
|
(12,731
|
)
|
|
(12,760
|
)
|
||||
Net Cash Used By Financing Activities
|
|
(15,521
|
)
|
|
(13,403
|
)
|
||||
|
|
|
|
|
||||||
Effect Of Exchange Rate Change On Cash
|
|
(804
|
)
|
|
523
|
|
||||
|
|
|
|
|
||||||
Net Change In Cash And Cash Equivalents
|
|
25,306
|
|
|
30,028
|
|
||||
Cash And Cash Equivalents, Beginning Of Year
|
|
45,435
|
|
|
28,687
|
|
||||
Cash And Cash Equivalents, End Of Period
|
|
$
|
70,741
|
|
|
$
|
58,715
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Raw materials
|
|
$
|
4,735
|
|
|
$
|
4,818
|
|
Semi-finished goods
|
|
8,350
|
|
|
8,390
|
|
||
Finished goods
|
|
7,471
|
|
|
7,005
|
|
||
Supplies, primarily production
|
|
3,179
|
|
|
3,078
|
|
||
Inventories and supplies
|
|
$
|
23,735
|
|
|
$
|
23,291
|
|
|
|
March 31, 2013
|
||||||||||||||
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
Canadian and provincial government securities
|
|
$
|
10,183
|
|
|
$
|
—
|
|
|
$
|
(99
|
)
|
|
$
|
10,084
|
|
Canadian guaranteed investment certificate
|
|
5,406
|
|
|
—
|
|
|
—
|
|
|
5,406
|
|
||||
Available-for-sale securities (funds held for customers)
(1)
|
|
15,589
|
|
|
—
|
|
|
(99
|
)
|
|
15,490
|
|
||||
Money market securities (cash equivalents)
|
|
36,101
|
|
|
—
|
|
|
—
|
|
|
36,101
|
|
||||
Canadian money market fund (other current assets)
|
|
2,115
|
|
|
—
|
|
|
—
|
|
|
2,115
|
|
||||
Total available-for-sale securities
|
|
$
|
53,805
|
|
|
$
|
—
|
|
|
$
|
(99
|
)
|
|
$
|
53,706
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
Canadian and provincial government securities
|
|
$
|
10,371
|
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
10,256
|
|
Canadian guaranteed investment certificate
|
|
5,544
|
|
|
—
|
|
|
—
|
|
|
5,544
|
|
||||
Available-for-sale securities (funds held for customers)
(1)
|
|
15,915
|
|
|
—
|
|
|
(115
|
)
|
|
15,800
|
|
||||
Money market securities (cash equivalents)
|
|
9,350
|
|
|
—
|
|
|
—
|
|
|
9,350
|
|
||||
Canadian money market fund (other current assets)
|
|
2,162
|
|
|
—
|
|
|
—
|
|
|
2,162
|
|
||||
Total available-for-sale securities
|
|
$
|
27,427
|
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
27,312
|
|
|
|
Fair value
|
||
Due in one year or less
|
|
$
|
44,116
|
|
Due in two to five years
|
|
3,721
|
|
|
Due in six to ten years
|
|
5,506
|
|
|
Due in more than ten years
|
|
363
|
|
|
Total available-for-sale securities
|
|
$
|
53,706
|
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade name
|
|
$
|
19,100
|
|
|
$
|
—
|
|
|
$
|
19,100
|
|
|
$
|
19,100
|
|
|
$
|
—
|
|
|
$
|
19,100
|
|
Amortizable intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Internal-use software
|
|
445,584
|
|
|
(383,764
|
)
|
|
61,820
|
|
|
438,988
|
|
|
(376,111
|
)
|
|
62,877
|
|
||||||
Trade names
|
|
68,561
|
|
|
(31,218
|
)
|
|
37,343
|
|
|
68,561
|
|
|
(30,151
|
)
|
|
38,410
|
|
||||||
Customer lists/relationships
|
|
56,223
|
|
|
(29,791
|
)
|
|
26,432
|
|
|
58,735
|
|
|
(30,287
|
)
|
|
28,448
|
|
||||||
Distributor contracts
|
|
30,900
|
|
|
(30,450
|
)
|
|
450
|
|
|
30,900
|
|
|
(29,999
|
)
|
|
901
|
|
||||||
Other
|
|
6,496
|
|
|
(5,638
|
)
|
|
858
|
|
|
6,511
|
|
|
(5,530
|
)
|
|
981
|
|
||||||
Amortizable intangibles
|
|
607,764
|
|
|
(480,861
|
)
|
|
126,903
|
|
|
603,695
|
|
|
(472,078
|
)
|
|
131,617
|
|
||||||
Intangibles
|
|
$
|
626,864
|
|
|
$
|
(480,861
|
)
|
|
$
|
146,003
|
|
|
$
|
622,795
|
|
|
$
|
(472,078
|
)
|
|
$
|
150,717
|
|
|
|
Estimated
amortization
expense
|
||
Remainder of 2013
|
|
$
|
29,040
|
|
2014
|
|
28,017
|
|
|
2015
|
|
15,534
|
|
|
2016
|
|
8,679
|
|
|
2017
|
|
6,345
|
|
|
|
Small
Business
Services
|
|
Financial
Services
|
|
Direct
Checks
|
|
Total
|
||||||||
Balance, December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Goodwill, gross
|
|
$
|
633,952
|
|
|
$
|
27,178
|
|
|
$
|
148,506
|
|
|
$
|
809,636
|
|
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
613,952
|
|
|
27,178
|
|
|
148,506
|
|
|
789,636
|
|
||||
Currency translation adjustment
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||
Balance, March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill, gross
|
|
633,902
|
|
|
27,178
|
|
|
148,506
|
|
|
809,586
|
|
||||
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
$
|
613,902
|
|
|
$
|
27,178
|
|
|
$
|
148,506
|
|
|
$
|
789,586
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Contract acquisition costs
|
|
$
|
43,070
|
|
|
$
|
43,036
|
|
Loans and notes receivable from distributors
|
|
17,810
|
|
|
18,162
|
|
||
Deferred advertising costs
|
|
10,544
|
|
|
13,783
|
|
||
Other
|
|
28,811
|
|
|
23,644
|
|
||
Other non-current assets
|
|
$
|
100,235
|
|
|
$
|
98,625
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
|
$
|
43,036
|
|
|
$
|
55,076
|
|
Additions
(1)
|
|
4,269
|
|
|
520
|
|
||
Amortization
|
|
(4,102
|
)
|
|
(4,379
|
)
|
||
Other
|
|
(133
|
)
|
|
(149
|
)
|
||
Balance, end of period
|
|
$
|
43,070
|
|
|
$
|
51,068
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Funds held for customers
|
|
$
|
40,648
|
|
|
$
|
42,460
|
|
Customer rebates
|
|
20,867
|
|
|
22,164
|
|
||
Income taxes
|
|
18,220
|
|
|
—
|
|
||
Employee profit sharing/cash bonus
|
|
14,082
|
|
|
40,670
|
|
||
Wages, including vacation
|
|
11,296
|
|
|
7,364
|
|
||
Interest
|
|
11,213
|
|
|
8,465
|
|
||
Contract acquisition costs due within one year
|
|
4,801
|
|
|
3,820
|
|
||
Restructuring due within one year (Note 8)
|
|
2,869
|
|
|
4,507
|
|
||
Other
|
|
30,299
|
|
|
25,553
|
|
||
Accrued liabilities
|
|
$
|
154,295
|
|
|
$
|
155,003
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Earnings per share – basic:
|
|
|
|
|
||||
Net income
|
|
$
|
45,875
|
|
|
$
|
44,079
|
|
Income allocated to participating securities
|
|
(330
|
)
|
|
(288
|
)
|
||
Income available to common shareholders
|
|
$
|
45,545
|
|
|
$
|
43,791
|
|
Weighted-average shares outstanding
|
|
50,707
|
|
|
50,898
|
|
||
Earnings per share – basic
|
|
$
|
0.90
|
|
|
$
|
0.86
|
|
|
|
|
|
|
||||
Earnings per share – diluted:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
45,875
|
|
|
$
|
44,079
|
|
Income allocated to participating securities
|
|
(328
|
)
|
|
(287
|
)
|
||
Re-measurement of share-based awards classified as liabilities
|
|
153
|
|
|
13
|
|
||
Income available to common shareholders
|
|
$
|
45,700
|
|
|
$
|
43,805
|
|
Weighted-average shares outstanding
|
|
50,707
|
|
|
50,898
|
|
||
Dilutive impact of potential common shares
|
|
465
|
|
|
298
|
|
||
Weighted-average shares and potential common shares outstanding
|
|
51,172
|
|
|
51,196
|
|
||
Earnings per share – diluted
|
|
$
|
0.89
|
|
|
$
|
0.86
|
|
|
|
|
|
|
||||
Antidilutive options excluded from calculation
|
|
412
|
|
|
2,164
|
|
|
|
Pension and postretirement benefit plans, net of tax
|
|
Loss on derivatives, net of tax
(1)
|
|
Net unrealized loss on marketable securities, net of tax
(2)
|
|
Currency translation adjustment
|
|
Accumulated other comprehensive loss
|
||||||||||
Balance, December 31, 2012
|
|
$
|
(45,303
|
)
|
|
$
|
(1,821
|
)
|
|
$
|
(92
|
)
|
|
$
|
6,569
|
|
|
$
|
(40,647
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(1,419
|
)
|
|
(1,411
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
|
526
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
786
|
|
|||||
Net current-period other comprehensive income (loss)
|
|
526
|
|
|
260
|
|
|
8
|
|
|
(1,419
|
)
|
|
(625
|
)
|
|||||
Balance, March 31, 2013
|
|
$
|
(44,777
|
)
|
|
$
|
(1,561
|
)
|
|
$
|
(84
|
)
|
|
$
|
5,150
|
|
|
$
|
(41,272
|
)
|
Accumulated other comprehensive loss components
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
Affected line item in consolidated statements of comprehensive income
|
||||||
|
|
Quarter Ended March 31,
|
|
|
||||||
|
|
2013
|
|
2012
|
|
|
||||
Amortization of postretirement benefit plan items:
|
|
|
|
|
|
|
||||
Prior service credit
|
|
$
|
355
|
|
|
$
|
764
|
|
|
(1)
|
Net actuarial loss
|
|
(1,110
|
)
|
|
(1,469
|
)
|
|
(1)
|
||
Total amortization
|
|
(755
|
)
|
|
(705
|
)
|
|
(1)
|
||
Tax benefit
|
|
229
|
|
|
266
|
|
|
(1)
|
||
Amortization of postretirement benefit plan items, net of tax
|
|
$
|
(526
|
)
|
|
$
|
(439
|
)
|
|
(1)
|
|
|
|
|
|
|
|
||||
Amortization of loss on interest rate locks
|
|
$
|
(412
|
)
|
|
$
|
(447
|
)
|
|
Interest expense
|
Tax benefit
|
|
152
|
|
|
169
|
|
|
Income tax provision
|
||
Amortization of loss on interest rate locks, net of tax
|
|
$
|
(260
|
)
|
|
$
|
(278
|
)
|
|
Net income
|
|
|
|
|
|
|
|
||||
Total reclassifications, net of tax
|
|
$
|
(786
|
)
|
|
$
|
(717
|
)
|
|
|
|
|
Notional amount
|
|
Fair value of interest rate swaps
|
|
Increase (decrease) in debt due to fair value adjustment
|
|
Balance sheet caption including interest rate swaps
|
||||||
Fair value hedge related to long-term debt due in 2014
|
|
$
|
198,000
|
|
|
$
|
3,357
|
|
|
$
|
2,831
|
|
|
Other non-current assets
|
Fair value hedge related to long-term debt due in 2020
|
|
200,000
|
|
|
(6,334
|
)
|
|
(6,334
|
)
|
|
Other non-current liabilities
|
|||
Total fair value hedges
|
|
$
|
398,000
|
|
|
$
|
(2,977
|
)
|
|
$
|
(3,503
|
)
|
|
|
|
|
Notional amount
|
|
Fair value of interest rate swaps
|
|
Increase (decrease) in debt due to fair value adjustment
|
|
Balance sheet caption including interest rate swaps
|
||||||
Fair value hedge related to long-term debt due in 2014
|
|
$
|
198,000
|
|
|
$
|
3,858
|
|
|
$
|
3,370
|
|
|
Other non-current assets
|
Fair value hedge related to long-term debt due in 2020
|
|
200,000
|
|
|
(4,189
|
)
|
|
(4,189
|
)
|
|
Other non-current liabilities
|
|||
Total fair value hedges
|
|
$
|
398,000
|
|
|
$
|
(331
|
)
|
|
$
|
(819
|
)
|
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
(Loss) gain from derivatives
|
|
$
|
(2,646
|
)
|
|
$
|
241
|
|
Gain (loss) from change in fair value of hedged debt
|
|
2,684
|
|
|
(287
|
)
|
||
Net decrease (increase) in interest expense
|
|
$
|
38
|
|
|
$
|
(46
|
)
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of
March 31, 2013
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
Available-for-sale marketable securities (cash equivalents)
|
|
$
|
36,101
|
|
|
$
|
36,101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale marketable securities (funds held for customers)
|
|
15,490
|
|
|
—
|
|
|
15,490
|
|
|
—
|
|
||||
Available-for-sale marketable securities (other current assets)
|
|
2,115
|
|
|
—
|
|
|
2,115
|
|
|
—
|
|
||||
Long-term investment in mutual funds
|
|
2,111
|
|
|
2,111
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
|
3,357
|
|
|
—
|
|
|
3,357
|
|
|
—
|
|
||||
Derivative liabilities
|
|
(6,334
|
)
|
|
—
|
|
|
(6,334
|
)
|
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of
December 31, 2012
|
|
Quoted prices in active markets for identical assets
|
|
Significant other
observable
inputs
|
|
Significant unobservable inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
Available-for-sale marketable securities (cash equivalents)
|
|
$
|
9,350
|
|
|
$
|
9,350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale marketable securities (funds held for customers)
|
|
15,800
|
|
|
—
|
|
|
15,800
|
|
|
—
|
|
||||
Available-for-sale marketable securities (other current assets)
|
|
2,162
|
|
|
—
|
|
|
2,162
|
|
|
—
|
|
||||
Long-term investment in mutual funds
|
|
2,196
|
|
|
2,196
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
|
3,858
|
|
|
—
|
|
|
3,858
|
|
|
—
|
|
||||
Derivative liabilities
|
|
(4,189
|
)
|
|
—
|
|
|
(4,189
|
)
|
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||||||
|
|
March 31, 2013
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||||||
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Cash
|
|
$
|
34,640
|
|
|
$
|
34,640
|
|
|
$
|
34,640
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash (funds held for customers)
|
|
25,904
|
|
|
25,904
|
|
|
25,904
|
|
|
—
|
|
|
—
|
|
|||||
Loans and notes receivable from distributors
|
|
19,707
|
|
|
19,275
|
|
|
—
|
|
|
—
|
|
|
19,275
|
|
|||||
Long-term debt
(1)
|
|
649,912
|
|
|
675,940
|
|
|
482,274
|
|
|
193,666
|
|
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||||||
|
|
December 31, 2012
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||||||
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Cash
|
|
$
|
36,085
|
|
|
$
|
36,085
|
|
|
$
|
36,085
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash (funds held for customers)
|
|
27,340
|
|
|
27,340
|
|
|
27,340
|
|
|
—
|
|
|
—
|
|
|||||
Loans and notes receivable from distributors
|
|
19,843
|
|
|
19,170
|
|
|
—
|
|
|
—
|
|
|
19,170
|
|
|||||
Long-term debt
|
|
652,581
|
|
|
676,859
|
|
|
481,048
|
|
|
195,811
|
|
|
—
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Severance accruals
|
|
$
|
990
|
|
|
$
|
1,992
|
|
Severance reversals
|
|
(299
|
)
|
|
(465
|
)
|
||
Operating lease reversal
|
|
(157
|
)
|
|
—
|
|
||
Net restructuring accruals
|
|
534
|
|
|
1,527
|
|
||
Other costs
|
|
915
|
|
|
350
|
|
||
Net restructuring charges
|
|
$
|
1,449
|
|
|
$
|
1,877
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Total cost of revenue
|
|
$
|
78
|
|
|
$
|
1,239
|
|
Operating expenses
|
|
1,371
|
|
|
638
|
|
||
Net restructuring charges
|
|
$
|
1,449
|
|
|
$
|
1,877
|
|
|
|
2010
initiatives
|
|
2011
initiatives
|
|
2012
initiatives
|
|
2013
initiatives
|
|
Total
|
||||||||||
Balance, December 31, 2012
|
|
$
|
85
|
|
|
$
|
21
|
|
|
$
|
4,544
|
|
|
$
|
—
|
|
|
$
|
4,650
|
|
Restructuring charges
|
|
—
|
|
|
49
|
|
|
32
|
|
|
909
|
|
|
990
|
|
|||||
Restructuring reversals
|
|
—
|
|
|
(3
|
)
|
|
(453
|
)
|
|
—
|
|
|
(456
|
)
|
|||||
Payments
|
|
(51
|
)
|
|
(65
|
)
|
|
(2,024
|
)
|
|
(110
|
)
|
|
(2,250
|
)
|
|||||
Balance, March 31, 2013
|
|
$
|
34
|
|
|
$
|
2
|
|
|
$
|
2,099
|
|
|
$
|
799
|
|
|
$
|
2,934
|
|
Cumulative amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restructuring charges
|
|
$
|
9,730
|
|
|
$
|
9,124
|
|
|
$
|
7,740
|
|
|
$
|
909
|
|
|
$
|
27,503
|
|
Restructuring reversals
|
|
(1,548
|
)
|
|
(1,719
|
)
|
|
(982
|
)
|
|
—
|
|
|
(4,249
|
)
|
|||||
Payments
|
|
(8,148
|
)
|
|
(7,403
|
)
|
|
(4,659
|
)
|
|
(110
|
)
|
|
(20,320
|
)
|
|||||
Balance, March 31, 2013
|
|
$
|
34
|
|
|
$
|
2
|
|
|
$
|
2,099
|
|
|
$
|
799
|
|
|
$
|
2,934
|
|
|
|
Employee severance benefits
|
|
Operating lease obligations
|
|
|
||||||||||||||||||||||
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
|
|
Small Business Services
|
|
Direct Checks
|
|
Total
|
||||||||||||||
Balance, December 31, 2012
|
|
$
|
643
|
|
|
$
|
1,090
|
|
|
$
|
44
|
|
|
$
|
2,472
|
|
|
$
|
251
|
|
|
$
|
150
|
|
|
$
|
4,650
|
|
Restructuring charges
|
|
308
|
|
|
346
|
|
|
2
|
|
|
334
|
|
|
—
|
|
|
—
|
|
|
990
|
|
|||||||
Restructuring reversals
|
|
(87
|
)
|
|
(52
|
)
|
|
(2
|
)
|
|
(158
|
)
|
|
(157
|
)
|
|
—
|
|
|
(456
|
)
|
|||||||
Payments
|
|
(472
|
)
|
|
(528
|
)
|
|
(12
|
)
|
|
(1,132
|
)
|
|
(16
|
)
|
|
(90
|
)
|
|
(2,250
|
)
|
|||||||
Balance, March 31, 2013
|
|
$
|
392
|
|
|
$
|
856
|
|
|
$
|
32
|
|
|
$
|
1,516
|
|
|
$
|
78
|
|
|
$
|
60
|
|
|
$
|
2,934
|
|
Cumulative amounts
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring charges
|
|
$
|
6,469
|
|
|
$
|
6,436
|
|
|
$
|
3,335
|
|
|
$
|
10,306
|
|
|
$
|
330
|
|
|
$
|
627
|
|
|
$
|
27,503
|
|
Restructuring reversals
|
|
(1,266
|
)
|
|
(837
|
)
|
|
(214
|
)
|
|
(1,775
|
)
|
|
(157
|
)
|
|
—
|
|
|
(4,249
|
)
|
|||||||
Inter-segment transfer
|
|
309
|
|
|
50
|
|
|
(38
|
)
|
|
(321
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Payments
|
|
(5,120
|
)
|
|
(4,793
|
)
|
|
(3,051
|
)
|
|
(6,694
|
)
|
|
(95
|
)
|
|
(567
|
)
|
|
(20,320
|
)
|
|||||||
Balance, March 31, 2013
|
|
$
|
392
|
|
|
$
|
856
|
|
|
$
|
32
|
|
|
$
|
1,516
|
|
|
$
|
78
|
|
|
$
|
60
|
|
|
$
|
2,934
|
|
|
|
Quarter Ended March 31,
|
|
||||||
|
|
2013
|
|
2012
|
|
||||
Interest cost
|
|
$
|
913
|
|
|
$
|
1,515
|
|
|
Expected return on plan assets
|
|
(2,008
|
)
|
|
(1,950
|
)
|
|
||
Amortization of prior service credit
|
|
(355
|
)
|
|
(764
|
)
|
|
||
Amortization of net actuarial losses
|
|
1,110
|
|
|
1,469
|
|
|
||
Net periodic benefit (credit) expense
|
|
$
|
(340
|
)
|
|
$
|
270
|
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
5.125% senior, unsecured notes due October 1, 2014, net of discount
(1)
|
|
$
|
256,246
|
|
|
$
|
256,770
|
|
7.0% senior notes due March 15, 2019
|
|
200,000
|
|
|
200,000
|
|
||
6.0% senior notes due November 15, 2020
(2)
|
|
193,666
|
|
|
195,811
|
|
||
Long-term portion of capital lease obligations
|
|
517
|
|
|
—
|
|
||
Long-term portion of debt
|
|
650,429
|
|
|
652,581
|
|
||
Capital lease obligations due within one year
|
|
172
|
|
|
—
|
|
||
Total debt
|
|
$
|
650,601
|
|
|
$
|
652,581
|
|
|
|
Total
available
|
||
Credit facility commitment
|
|
$
|
200,000
|
|
Outstanding letters of credit
(1)
|
|
(7,898
|
)
|
|
Net available for borrowing as of March 31, 2013
|
|
$
|
192,102
|
|
|
|
Quarter Ended
March 31, 2013
|
|
Balance, December 31, 2012
|
|
50,614
|
|
Issued
|
|
424
|
|
Repurchased
|
|
(309
|
)
|
Retired
|
|
(60
|
)
|
Balance, March 31, 2013
|
|
50,669
|
|
|
|
|
|
Reportable Business Segments
|
|
|
|
|
||||||||||||||
|
|
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
|
|
Consolidated
|
||||||||||
Total revenue from external
|
|
2013
|
|
$
|
248,318
|
|
|
$
|
87,131
|
|
|
$
|
52,104
|
|
|
$
|
—
|
|
|
$
|
387,553
|
|
customers:
|
|
2012
|
|
229,595
|
|
|
90,593
|
|
|
57,793
|
|
|
—
|
|
|
377,981
|
|
|||||
Operating income:
|
|
2013
|
|
38,597
|
|
|
22,937
|
|
|
16,199
|
|
|
—
|
|
|
77,733
|
|
|||||
|
|
2012
|
|
38,775
|
|
|
21,920
|
|
|
17,330
|
|
|
—
|
|
|
78,025
|
|
|||||
Depreciation and amortization
|
|
2013
|
|
11,223
|
|
|
2,695
|
|
|
1,981
|
|
|
—
|
|
|
15,899
|
|
|||||
expense:
|
|
2012
|
|
11,388
|
|
|
3,254
|
|
|
2,455
|
|
|
—
|
|
|
17,097
|
|
|||||
Total assets:
|
|
2013
|
|
873,017
|
|
|
90,840
|
|
|
168,985
|
|
|
308,968
|
|
|
1,441,810
|
|
|||||
|
|
2012
|
|
824,579
|
|
|
97,561
|
|
|
172,231
|
|
|
315,639
|
|
|
1,410,010
|
|
|||||
Capital asset purchases:
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,304
|
|
|
8,304
|
|
|||||
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,996
|
|
|
8,996
|
|
|
|
Quarter Ended March 31, 2013
|
||||||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Product revenue
|
|
$
|
—
|
|
|
$
|
315,252
|
|
|
$
|
55,732
|
|
|
$
|
(31,109
|
)
|
|
$
|
339,875
|
|
Service revenue
|
|
2,175
|
|
|
42,232
|
|
|
12,742
|
|
|
(9,471
|
)
|
|
47,678
|
|
|||||
Total Revenue
|
|
2,175
|
|
|
357,484
|
|
|
68,474
|
|
|
(40,580
|
)
|
|
387,553
|
|
|||||
Cost of products sold
|
|
—
|
|
|
(104,235
|
)
|
|
(34,296
|
)
|
|
26,261
|
|
|
(112,270
|
)
|
|||||
Cost of services provided
|
|
(1,338
|
)
|
|
(21,104
|
)
|
|
(8,029
|
)
|
|
9,444
|
|
|
(21,027
|
)
|
|||||
Total Cost Of Revenue
|
|
(1,338
|
)
|
|
(125,339
|
)
|
|
(42,325
|
)
|
|
35,705
|
|
|
(133,297
|
)
|
|||||
Gross Profit
|
|
837
|
|
|
232,145
|
|
|
26,149
|
|
|
(4,875
|
)
|
|
254,256
|
|
|||||
Operating expenses
|
|
—
|
|
|
(160,726
|
)
|
|
(20,672
|
)
|
|
4,875
|
|
|
(176,523
|
)
|
|||||
Operating Income
|
|
837
|
|
|
71,419
|
|
|
5,477
|
|
|
—
|
|
|
77,733
|
|
|||||
Interest expense
|
|
(9,468
|
)
|
|
(1,653
|
)
|
|
(190
|
)
|
|
1,832
|
|
|
(9,479
|
)
|
|||||
Other income (expense)
|
|
1,721
|
|
|
(529
|
)
|
|
990
|
|
|
(1,832
|
)
|
|
350
|
|
|||||
(Loss) Income Before Income Taxes
|
|
(6,910
|
)
|
|
69,237
|
|
|
6,277
|
|
|
—
|
|
|
68,604
|
|
|||||
Income tax benefit (provision)
|
|
3,649
|
|
|
(24,368
|
)
|
|
(2,010
|
)
|
|
—
|
|
|
(22,729
|
)
|
|||||
(Loss) Income Before Equity In Earnings Of Consolidated Subsidiaries
|
|
(3,261
|
)
|
|
44,869
|
|
|
4,267
|
|
|
—
|
|
|
45,875
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
|
49,136
|
|
|
4,267
|
|
|
—
|
|
|
(53,403
|
)
|
|
—
|
|
|||||
Net Income
|
|
$
|
45,875
|
|
|
$
|
49,136
|
|
|
$
|
4,267
|
|
|
$
|
(53,403
|
)
|
|
$
|
45,875
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income
|
|
$
|
45,250
|
|
|
$
|
48,244
|
|
|
$
|
2,886
|
|
|
$
|
(51,130
|
)
|
|
$
|
45,250
|
|
|
|
Quarter Ended March 31, 2012
|
||||||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Product revenue
|
|
$
|
—
|
|
|
$
|
313,385
|
|
|
$
|
61,414
|
|
|
$
|
(33,372
|
)
|
|
$
|
341,427
|
|
Service revenue
|
|
2,098
|
|
|
28,417
|
|
|
10,613
|
|
|
(4,574
|
)
|
|
36,554
|
|
|||||
Total Revenue
|
|
2,098
|
|
|
341,802
|
|
|
72,027
|
|
|
(37,946
|
)
|
|
377,981
|
|
|||||
Cost of products sold
|
|
—
|
|
|
(106,511
|
)
|
|
(37,107
|
)
|
|
32,003
|
|
|
(111,615
|
)
|
|||||
Cost of services provided
|
|
(2,372
|
)
|
|
(11,848
|
)
|
|
(6,426
|
)
|
|
4,774
|
|
|
(15,872
|
)
|
|||||
Total Cost Of Revenue
|
|
(2,372
|
)
|
|
(118,359
|
)
|
|
(43,533
|
)
|
|
36,777
|
|
|
(127,487
|
)
|
|||||
Gross Profit
|
|
(274
|
)
|
|
223,443
|
|
|
28,494
|
|
|
(1,169
|
)
|
|
250,494
|
|
|||||
Operating expenses
|
|
—
|
|
|
(149,706
|
)
|
|
(23,932
|
)
|
|
1,169
|
|
|
(172,469
|
)
|
|||||
Operating (Loss) Income
|
|
(274
|
)
|
|
73,737
|
|
|
4,562
|
|
|
—
|
|
|
78,025
|
|
|||||
Interest expense
|
|
(11,667
|
)
|
|
(2,262
|
)
|
|
(285
|
)
|
|
2,517
|
|
|
(11,697
|
)
|
|||||
Other income (expense)
|
|
2,363
|
|
|
(254
|
)
|
|
447
|
|
|
(2,517
|
)
|
|
39
|
|
|||||
(Loss) Income Before Income Taxes
|
|
(9,578
|
)
|
|
71,221
|
|
|
4,724
|
|
|
—
|
|
|
66,367
|
|
|||||
Income tax benefit (provision)
|
|
4,758
|
|
|
(25,560
|
)
|
|
(1,486
|
)
|
|
—
|
|
|
(22,288
|
)
|
|||||
(Loss) Income Before Equity In Earnings Of Consolidated Subsidiaries
|
|
(4,820
|
)
|
|
45,661
|
|
|
3,238
|
|
|
—
|
|
|
44,079
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
|
48,899
|
|
|
3,238
|
|
|
—
|
|
|
(52,137
|
)
|
|
—
|
|
|||||
Net Income
|
|
$
|
44,079
|
|
|
$
|
48,899
|
|
|
$
|
3,238
|
|
|
$
|
(52,137
|
)
|
|
$
|
44,079
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income
|
|
$
|
45,610
|
|
|
$
|
50,147
|
|
|
$
|
4,078
|
|
|
$
|
(54,225
|
)
|
|
$
|
45,610
|
|
|
|
Quarter Ended March 31, 2013
|
|||||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Eliminations
|
Total
|
||||||||||
Net Cash Provided By Operating Activities
|
|
$
|
13,340
|
|
|
$
|
33,079
|
|
|
$
|
5,049
|
|
|
$
|
—
|
|
$
|
51,468
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of capital assets
|
|
—
|
|
|
(7,591
|
)
|
|
(713
|
)
|
|
—
|
|
(8,304
|
)
|
|||||
Payments for acquisitions
|
|
—
|
|
|
—
|
|
|
(1,360
|
)
|
|
—
|
|
(1,360
|
)
|
|||||
Loans to distributors
|
|
—
|
|
|
(365
|
)
|
|
—
|
|
|
—
|
|
(365
|
)
|
|||||
Other
|
|
(80
|
)
|
|
(24
|
)
|
|
296
|
|
|
—
|
|
192
|
|
|||||
Net Cash Used By Investing Activities
|
|
(80
|
)
|
|
(7,980
|
)
|
|
(1,777
|
)
|
|
—
|
|
(9,837
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments for debt issue costs
|
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
(138
|
)
|
|||||
Change in book overdrafts
|
|
25
|
|
|
(2,262
|
)
|
|
—
|
|
|
2,292
|
|
55
|
|
|||||
Proceeds from issuing shares under employee plans
|
|
8,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
8,987
|
|
|||||
Excess tax benefit from share-based employee awards
|
|
915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
915
|
|
|||||
Payments for common shares repurchased
|
|
(12,609
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
(12,609
|
)
|
|||||
Cash dividends paid to shareholders
|
|
(12,731
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
(12,731
|
)
|
|||||
Advances from (to) consolidated subsidiaries
|
|
25,013
|
|
|
(24,683
|
)
|
|
(330
|
)
|
|
—
|
|
—
|
|
|||||
Net Cash Provided (Used) By Financing Activities
|
|
9,462
|
|
|
(26,945
|
)
|
|
(330
|
)
|
|
2,292
|
|
(15,521
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect Of Exchange Rate Change On Cash
|
|
—
|
|
|
—
|
|
|
(804
|
)
|
|
—
|
|
(804
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Change In Cash And Cash Equivalents
|
|
22,722
|
|
|
(1,846
|
)
|
|
2,138
|
|
|
2,292
|
|
25,306
|
|
|||||
Cash And Cash Equivalents, Beginning Of Year
|
|
14,862
|
|
|
3,161
|
|
|
31,413
|
|
|
(4,001
|
)
|
45,435
|
|
|||||
Cash And Cash Equivalents, End Of Period
|
|
$
|
37,584
|
|
|
$
|
1,315
|
|
|
$
|
33,551
|
|
|
$
|
(1,709
|
)
|
$
|
70,741
|
|
|
|
Quarter Ended March 31, 2012
|
||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Total
|
||||||||
Net Cash Provided (Used) By Operating Activities
|
|
$
|
15,168
|
|
|
$
|
39,020
|
|
|
$
|
(2,192
|
)
|
|
$
|
51,996
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Purchases of capital assets
|
|
—
|
|
|
(8,609
|
)
|
|
(387
|
)
|
|
(8,996
|
)
|
||||
Payments for acquisitions
|
|
—
|
|
|
—
|
|
|
(417
|
)
|
|
(417
|
)
|
||||
Loans to distributors
|
|
—
|
|
|
(63
|
)
|
|
(60
|
)
|
|
(123
|
)
|
||||
Other
|
|
292
|
|
|
(49
|
)
|
|
205
|
|
|
448
|
|
||||
Net Cash Provided (Used) By Investing Activities
|
|
292
|
|
|
(8,721
|
)
|
|
(659
|
)
|
|
(9,088
|
)
|
||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Payments for debt issue costs
|
|
(1,038
|
)
|
|
—
|
|
|
—
|
|
|
(1,038
|
)
|
||||
Change in book overdrafts
|
|
(3,712
|
)
|
|
1,084
|
|
|
—
|
|
|
(2,628
|
)
|
||||
Proceeds from issuing shares under employee plans
|
|
2,661
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
||||
Excess tax benefit from share-based employee awards
|
|
362
|
|
|
—
|
|
|
—
|
|
|
362
|
|
||||
Cash dividends paid to shareholders
|
|
(12,760
|
)
|
|
—
|
|
|
—
|
|
|
(12,760
|
)
|
||||
Advances from (to) consolidated subsidiaries
|
|
33,150
|
|
|
(27,691
|
)
|
|
(5,459
|
)
|
|
—
|
|
||||
Net Cash Provided (Used) By Financing Activities
|
|
18,663
|
|
|
(26,607
|
)
|
|
(5,459
|
)
|
|
(13,403
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Effect Of Exchange Rate Change On Cash
|
|
—
|
|
|
—
|
|
|
523
|
|
|
523
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net Change In Cash And Cash Equivalents
|
|
34,123
|
|
|
3,692
|
|
|
(7,787
|
)
|
|
30,028
|
|
||||
Cash And Cash Equivalents, Beginning Of Year
|
|
3,047
|
|
|
1,522
|
|
|
24,118
|
|
|
28,687
|
|
||||
Cash And Cash Equivalents, End Of Period
|
|
$
|
37,170
|
|
|
$
|
5,214
|
|
|
$
|
16,331
|
|
|
$
|
58,715
|
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands, except per order amounts)
|
|
2013
|
|
2012
|
|
Change
|
|||||
Total revenue
|
|
$
|
387,553
|
|
|
$
|
377,981
|
|
|
2.5
|
%
|
Orders
(1)
|
|
13,332
|
|
|
13,853
|
|
|
(3.8
|
%)
|
||
Revenue per order
|
|
$
|
29.07
|
|
|
$
|
27.28
|
|
|
6.6
|
%
|
|
|
Quarter Ended March 31,
|
||||
|
|
2013
|
|
2012
|
||
Checks, including contract settlements
|
|
58.4
|
%
|
|
61.5
|
%
|
Forms
|
|
12.8
|
%
|
|
13.4
|
%
|
Accessories and other products
|
|
9.6
|
%
|
|
9.0
|
%
|
Marketing solutions, including services
|
|
13.3
|
%
|
|
10.8
|
%
|
Other services
|
|
5.9
|
%
|
|
5.3
|
%
|
Total revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
|||||
Gross profit
|
|
$
|
254,256
|
|
|
$
|
250,494
|
|
|
1.5
|
%
|
Gross margin
|
|
65.6
|
%
|
|
66.3
|
%
|
|
(0.7) pts.
|
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
|||||
SG&A expense
|
|
$
|
175,152
|
|
|
$
|
171,831
|
|
|
1.9
|
%
|
SG&A expense as a percentage of total revenue
|
|
45.2
|
%
|
|
45.5
|
%
|
|
(0.3) pts.
|
|
|
|
Quarter Ended March 31,
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
||||||
Net restructuring charges
|
|
$
|
1,371
|
|
|
$
|
638
|
|
|
$
|
733
|
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
|||||
Interest expense
|
|
$
|
9,479
|
|
|
$
|
11,697
|
|
|
(19.0
|
%)
|
Weighted-average debt outstanding
|
|
653,500
|
|
|
738,347
|
|
|
(11.5
|
%)
|
||
Weighted-average interest rate
|
|
5.34
|
%
|
|
5.78
|
%
|
|
(0.44) pts.
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
|||||
Income tax provision
|
|
$
|
22,729
|
|
|
$
|
22,288
|
|
|
2.0
|
%
|
Effective tax rate
|
|
33.1
|
%
|
|
33.6
|
%
|
|
(0.5) pts.
|
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
|||||
Total revenue
|
|
$
|
248,318
|
|
|
$
|
229,595
|
|
|
8.2
|
%
|
Operating income
|
|
38,597
|
|
|
38,775
|
|
|
(0.5
|
%)
|
||
Operating margin
|
|
15.5
|
%
|
|
16.9
|
%
|
|
(1.4) pts.
|
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
|||||
Total revenue
|
|
$
|
87,131
|
|
|
$
|
90,593
|
|
|
(3.8
|
%)
|
Operating income
|
|
22,937
|
|
|
21,920
|
|
|
4.6
|
%
|
||
Operating margin
|
|
26.3
|
%
|
|
24.2
|
%
|
|
2.1 pts.
|
|
|
|
Quarter Ended March 31,
|
|||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
|||||
Total revenue
|
|
$
|
52,104
|
|
|
$
|
57,793
|
|
|
(9.8
|
%)
|
Operating income
|
|
16,199
|
|
|
17,330
|
|
|
(6.5
|
%)
|
||
Operating margin
|
|
31.1
|
%
|
|
30.0
|
%
|
|
1.1 pts.
|
|
|
|
Quarter Ended March 31,
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
51,468
|
|
|
$
|
51,996
|
|
|
$
|
(528
|
)
|
Net cash used by investing activities
|
|
(9,837
|
)
|
|
(9,088
|
)
|
|
(749
|
)
|
|||
Net cash used by financing activities
|
|
(15,521
|
)
|
|
(13,403
|
)
|
|
(2,118
|
)
|
|||
Effect of exchange rate change on cash
|
|
(804
|
)
|
|
523
|
|
|
(1,327
|
)
|
|||
Net change in cash and cash equivalents
|
|
$
|
25,306
|
|
|
$
|
30,028
|
|
|
$
|
(4,722
|
)
|
|
|
Quarter Ended March 31,
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
||||||
Employee profit sharing/cash bonus payments
|
|
$
|
30,245
|
|
|
$
|
18,649
|
|
|
$
|
11,596
|
|
Funding of medical benefits
|
|
13,776
|
|
|
18,950
|
|
|
(5,174
|
)
|
|||
Interest payments
|
|
7,012
|
|
|
7,077
|
|
|
(65
|
)
|
|||
Contract acquisition payments
|
|
3,177
|
|
|
9,357
|
|
|
(6,180
|
)
|
|||
Income tax payments
|
|
2,515
|
|
|
7,196
|
|
|
(4,681
|
)
|
|||
Severance payments
|
|
2,144
|
|
|
2,547
|
|
|
(403
|
)
|
|
|
Quarter Ended March 31,
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
||||||
Proceeds from issuing shares under employee plans
|
|
$
|
8,987
|
|
|
$
|
2,661
|
|
|
$
|
6,326
|
|
|
|
Quarter Ended March 31,
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Change
|
||||||
Cash dividends paid to shareholders
|
|
$
|
12,731
|
|
|
$
|
12,760
|
|
|
$
|
(29
|
)
|
Payments for common shares repurchased
|
|
12,609
|
|
|
—
|
|
|
12,609
|
|
|||
Purchases of capital assets
|
|
8,304
|
|
|
8,996
|
|
|
(692
|
)
|
|
|
March 31, 2013
|
|
December 31, 2012
|
|
|
||||||||||||
(in thousands)
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Change
|
||||||||
Fixed interest rate
|
|
$
|
256,170
|
|
|
6.6
|
%
|
|
$
|
255,478
|
|
|
6.6
|
%
|
|
$
|
692
|
|
Floating interest rate
|
|
394,431
|
|
|
4.5
|
%
|
|
397,103
|
|
|
4.5
|
%
|
|
(2,672
|
)
|
|||
Total debt
|
|
650,601
|
|
|
5.3
|
%
|
|
652,581
|
|
|
5.3
|
%
|
|
(1,980
|
)
|
|||
Shareholders’ equity
|
|
463,823
|
|
|
|
|
|
432,935
|
|
|
|
|
|
30,888
|
|
|||
Total capital
|
|
$
|
1,114,424
|
|
|
|
|
|
$
|
1,085,516
|
|
|
|
|
|
$
|
28,908
|
|
(in thousands)
|
Total available
|
||
Credit facility commitment
|
$
|
200,000
|
|
Outstanding letters of credit
(1)
|
(7,898
|
)
|
|
Net available for borrowing as of March 31, 2013
|
$
|
192,102
|
|
|
|
Quarter Ended March 31,
|
||||||
(in thousands)
|
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
|
$
|
43,036
|
|
|
$
|
55,076
|
|
Additions
|
|
4,269
|
|
|
520
|
|
||
Amortization
|
|
(4,102
|
)
|
|
(4,379
|
)
|
||
Other
|
|
(133
|
)
|
|
(149
|
)
|
||
Balance, end of period
|
|
$
|
43,070
|
|
|
$
|
51,068
|
|
(in thousands)
|
|
Carrying amount
|
|
Fair value
(1)
|
|
Weighted-average interest rate
|
|||||
Long-term notes maturing October 2014, including increase of $2,831 related to cumulative change in fair value of hedged debt
|
|
$
|
256,246
|
|
|
$
|
264,274
|
|
|
4.3
|
%
|
Long-term notes maturing March 2019
|
|
200,000
|
|
|
218,000
|
|
|
7.0
|
%
|
||
Long-term notes maturing November 2020, including decrease of $6,334 related to cumulative change in fair value of hedged debt
|
|
193,666
|
|
|
193,666
|
|
|
5.0
|
%
|
||
Capital lease obligations
|
|
689
|
|
|
689
|
|
|
2.0
|
%
|
||
Total debt
|
|
$
|
650,601
|
|
|
$
|
676,629
|
|
|
5.3
|
%
|
Period
|
|
Total number of shares (or units) purchased
|
|
Average price paid per share (or unit)
|
|
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||
January 1, 2013 - January 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,257,918
|
February 1, 2013 - February 28, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,257,918
|
|
March 1, 2013 - March 31, 2013
|
|
308,719
|
|
|
40.84
|
|
|
308,719
|
|
|
3,949,199
|
|
Total
|
|
308,719
|
|
|
$
|
40.84
|
|
|
308,719
|
|
|
3,949,199
|
|
|
For
|
|
Withheld
|
|
Broker non-vote
|
|||
Ronald C. Baldwin
|
|
36,294,523
|
|
|
2,115,004
|
|
|
5,080,567
|
|
Charles A. Haggerty
|
|
36,267,489
|
|
|
2,142,038
|
|
|
5,080,567
|
|
Cheryl E. Mayberry McKissack
|
|
36,235,204
|
|
|
2,174,323
|
|
|
5,080,567
|
|
Don J. McGrath
|
|
36,300,954
|
|
|
2,108,573
|
|
|
5,080,567
|
|
Neil J. Metviner
|
|
36,301,113
|
|
|
2,108,414
|
|
|
5,080,567
|
|
Stephen P. Nachtsheim
|
|
36,294,621
|
|
|
2,114,906
|
|
|
5,080,567
|
|
Mary Ann O'Dwyer
|
|
35,380,370
|
|
|
3,029,157
|
|
|
5,080,567
|
|
Martyn R. Redgrave
|
|
36,238,544
|
|
|
2,170,983
|
|
|
5,080,567
|
|
Lee J. Schram
|
|
36,305,513
|
|
|
2,104,014
|
|
|
5,080,567
|
|
For:
|
|
36,715,010
|
|
Against:
|
|
1,507,048
|
|
Abstain:
|
|
187,469
|
|
Broker non-vote:
|
|
5,080,567
|
|
For:
|
|
43,038,291
|
|
Against:
|
|
344,592
|
|
Abstain:
|
|
107,211
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
3.1
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
|
*
|
3.2
|
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on October 23, 2008)
|
|
*
|
4.1
|
|
Amended and Restated Rights Agreement, dated as of December 20, 2006, by and between us and Wells Fargo Bank, N. A., as Rights Agent, which includes as Exhibit A thereto, the Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on December 21, 2006)
|
|
*
|
4.2
|
|
Indenture, dated as of April 30, 2003, by and between us and Wells Fargo Bank Minnesota, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 (Registration No. 333-104858) filed with the Commission on April 30, 2003)
|
|
*
|
4.3
|
|
Form of Officer’s Certificate and Company Order authorizing the 2014 Notes, series B (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-4 (Registration No. 333-120381) filed with the Commission on November 12, 2004)
|
|
*
|
4.4
|
|
Specimen of 5 1/8% notes due 2014, series B (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-4 (Registration No. 333-120381) filed with the Commission on November 12, 2004)
|
|
*
|
4.5
|
|
Indenture, dated as of May 14, 2007, by and between us and The Bank of New York Trust Company, N.A., as trustee (including form of 7.375% Senior Notes due 2015) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on May 15, 2007)
|
|
*
|
4.6
|
|
Supplemental Indenture, dated as of March 12, 2010, among us, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K for the year ended December 31, 2010)
|
|
*
|
4.7
|
|
Supplemental Indenture, dated as of September 9, 2010, among us, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K for the year ended December 31, 2010)
|
|
*
|
4.8
|
|
Indenture, dated as of March 15, 2011, by and among us, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (including form of 7.00% Senior Notes due 2019) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on March 15, 2011)
|
|
*
|
4.9
|
|
Supplemental Indenture, dated as of July 30, 2012, among us, OrangeSoda, Inc., the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.11 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
*
|
4.10
|
|
Supplemental Indenture, dated as of July 30, 2012, among us, OrangeSoda, Inc., the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.12 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
*
|
4.11
|
|
Indenture, dated as of November 27, 2012, by and among us, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (including form of 6.000% Senior Notes due 2020) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on November 27, 2012)
|
|
*
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
4.12
|
|
Registration Rights Agreement, dated as of November 27, 2012, by and among us, the guarantors listed on the signature pages thereto and J.P. Morgan, as representative of the several initial purchasers listed in Schedule I to the Purchase Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Commission on November 27, 2012)
|
|
*
|
4.13
|
|
Supplemental Indenture, dated as of November 26, 2012 among us, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Commission on November 27, 2012)
|
|
*
|
10.1
|
|
Form of Non-Qualified Stock Option Agreement (version 10/12)
|
|
Filed
herewith
|
12.1
|
|
Statement re: Computation of Ratios
|
|
Filed
herewith
|
31.1
|
|
CEO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed
herewith
|
31.2
|
|
CFO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed
herewith
|
32.1
|
|
CEO and CFO Certification of Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished
herewith
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, (ii) Consolidated Statements of Comprehensive Income for the quarters ended March 31, 2013 and 2012, (iii) Consolidated Statement of Shareholders' Equity for the quarter ended March 31, 2013, (iv) Consolidated Statements of Cash Flows for the quarters ended March 31, 2013 and 2012, and (v) Condensed Notes to Unaudited Consolidated Financial Statements**
|
|
Filed
herewith
|
|
DELUXE CORPORATION
(Registrant)
|
|
|
Date: May 2, 2013
|
/s/ Lee Schram
|
|
Lee Schram
Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date: May 2, 2013
|
/s/ Terry D. Peterson
|
|
Terry D. Peterson
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date: May 2, 2013
|
/s/ Jeffrey J. Bata
|
|
Jeffrey J. Bata
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
Exhibit No.
|
|
Description
|
10.1
|
|
Form of Non-Qualified Stock Option Agreement (version 10/12)
|
|
|
|
12.1
|
|
Statement re: Computation of Ratios
|
|
|
|
31.1
|
|
CEO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
CFO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
CEO and CFO Certification of Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, (ii) Consolidated Statements of Comprehensive Income for the quarters ended March 31, 2013 and 2012, (iii) Consolidated Statement of Shareholders' Equity for the quarter ended March 31, 2013, (iv) Consolidated Statements of Cash Flows for the quarters ended March 31, 2013 and 2012, and (v) Condensed Notes to Unaudited Consolidated Financial Statements
|
GRANTED TO
|
GRANT
DATE
|
# OF DELUXE CORP COMMON SHARES
|
OPTION PRICE
PER SHARE
|
|
_________________
EXPIRATION DATE
|
|
|
NQSO
|
Ver. 10/12
|
|
|
By
|
|
(I)
|
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Deluxe representing 20% or more of the combined voting power of Deluxe's then outstanding securities, excluding, at the time of their original acquisition, from the calculation of securities beneficially owned by such Person, any securities acquired directly from Deluxe or its Affiliates or in connection with a transaction described in clause (a) of paragraph III below; or
|
(II)
|
individuals who at the Grant Date constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Deluxe) whose appointment or election by the Board or nomination for election by Deluxe's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the Grant Date or whose appointment, election or nomination for election was previously so approved or recommended (such directors collectively being referred to as “Continuing Directors”), cease for any reason to constitute a majority thereof; or
|
(III)
|
there is consummated a merger or consolidation of Deluxe or any Affiliate with any other company, other than (a) a merger or consolidation which would result in the voting securities of Deluxe outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Deluxe or any Affiliate, at least 65% of the combined voting power of the voting securities of Deluxe or such surviving entity or parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of Deluxe (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Deluxe representing 20% or more of the combined voting power of Deluxe's then outstanding securities; or
|
(IV)
|
the shareholders of Deluxe approve a plan of complete liquidation of Deluxe or there is consummated an agreement for the sale or disposition by Deluxe of all or substantially all Deluxe's assets, other than a sale or disposition by Deluxe of all or substantially all of Deluxe's assets to an entity, at least 65% of the combined voting power of the voting securities of which are owned by shareholders of Deluxe in substantially the same proportions as their ownership of Deluxe immediately prior to such sale.
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
Income from continuing operations before income taxes
|
$
|
68,604
|
|
$
|
250,753
|
|
$
|
216,084
|
|
$
|
235,949
|
|
$
|
155,021
|
|
$
|
160,176
|
|
$
|
220,015
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense (excluding capitalized interest)
(1)
|
9,479
|
|
46,847
|
|
47,797
|
|
44,165
|
|
46,280
|
|
50,421
|
|
55,294
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Portion of rent expense under long-term operating leases representative of an interest factor
|
1,078
|
|
4,463
|
|
3,215
|
|
3,438
|
|
2,716
|
|
3,147
|
|
2,900
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Total earnings
|
$
|
79,161
|
|
$
|
302,063
|
|
$
|
267,096
|
|
$
|
283,552
|
|
$
|
204,017
|
|
$
|
213,744
|
|
$
|
278,209
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense (including capitalized interest)
(1)
|
$
|
9,479
|
|
$
|
46,847
|
|
$
|
47,797
|
|
$
|
44,165
|
|
$
|
46,280
|
|
$
|
50,421
|
|
$
|
55,294
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Portion of rent expense under long-term operating leases representative of an interest factor
|
1,078
|
|
4,463
|
|
3,215
|
|
3,438
|
|
2,716
|
|
3,147
|
|
2,900
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Total fixed charges
|
$
|
10,557
|
|
$
|
51,310
|
|
$
|
51,012
|
|
$
|
47,603
|
|
$
|
48,996
|
|
$
|
53,568
|
|
$
|
58,194
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ratio of earnings to fixed charges
|
7.5
|
|
5.9
|
|
5.2
|
|
6.0
|
|
4.2
|
|
4.0
|
|
4.8
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 2, 2013
|
/s/ Lee Schram
|
|
Lee Schram
|
|
Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 2, 2013
|
/s/ Terry D. Peterson
|
|
Terry D. Peterson
|
|
Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 2, 2013
|
/s/ Lee Schram
|
|
Lee Schram
|
|
Chief Executive Officer
|
|
/s/ Terry D. Peterson
|
|
Terry D. Peterson
|
|
Chief Financial Officer
|