10-K: Annual report pursuant to Section 13 and 15(d)
Published on February 19, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended | |||||
Commission file number: 1-7945
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: (651 ) 483-7111
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☑ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☑ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Accelerated Filer | ☐ | ||||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No
The aggregate market value of the voting stock held by non-affiliates of the registrant is $978,925,599 based on the last sales price of the registrant's common stock on the New York Stock Exchange on June 30, 2020. The number of outstanding shares of the registrant's common stock as of February 10, 2021 was 42,029,373 .
Documents Incorporated by Reference: Portions of our definitive proxy statement to be filed within 120 days after our fiscal year-end are incorporated by reference in Part III.
DELUXE CORPORATION
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE OF CONTENTS
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PART I
| ITEM 1. BUSINESS | ||
| OUR BACKGROUND | ||
Over 105 years ago, Deluxe Corporation began providing payment solutions. Our longevity is a testament to our innovation, our ability to evolve with our customers and the trust they place in us. We have transformed from a check printing company to a Trusted Business TechnologyTM company that champions business so communities thrive. We support millions of small businesses, thousands of vital financial institutions and hundreds of the world's largest consumer brands, while processing more than $2.8 trillion in annual payment volume. We operate primarily in the U.S., but we also sell our products and services in Canada, Australia and portions of Europe and South America.
| OUR BUSINESS SEGMENTS, PRODUCTS AND SERVICES | ||
Effective January 1, 2020, we transitioned from a "company of companies" to a "company of products," reorganizing our management and reporting structure by product type. In conjunction with our reorganization, we began reporting operating results for 4 business segments: Payments, Cloud Solutions, Promotional Solutions and Checks. These segments provide the following products and services:
| Business Segment | Category | Percentage of 2020 revenue | Description | |||||||||||||||||
| Payments | Treasury management solutions | 12.6 | % | Lockbox, remote deposit capture, integrated receivables, payment acceptance | ||||||||||||||||
| Other payment solutions | 4.2 | % | Payroll, disbursements, Medical Payment Exchange, Deluxe Payment Exchange, eChecks, fraud and security services | |||||||||||||||||
| Cloud Solutions | Web and hosted solutions | 7.5 | % | Web hosting and design, digital engagement, logo design, financial institution profitability reporting, business incorporation services | ||||||||||||||||
| Data-driven marketing solutions | 6.7 | % | Solutions for marketing business-to-business and business-to-consumer | |||||||||||||||||
| Promotional Solutions | Forms and other products | 17.7 | % | Business forms, accessories, strategic sourcing services | ||||||||||||||||
| Marketing and promotional solutions | 11.9 | % | Advertising specialties, promotional apparel, retail packaging | |||||||||||||||||
| Checks | Checks | 39.4 | % | Printed personal and business checks | ||||||||||||||||
| OUR "ONE DELUXE" STRATEGY | ||
Our vision is to be a Trusted Business Technology leader in payments and data. Payments encompasses all of the products and services that help our customers pay and get paid. Data includes our project and platform data businesses. To accomplish this, we are focused on the following key enablers:
•Our customers – Our products and services can be utilized by customers of all sizes and maturities. While we serve customers across all industries, we will focus our efforts on key verticals, including financial institutions, health care, real estate/construction and insurance. In addition, we continue to benefit from a long heritage of offering trusted service to our check customers, which in turn, fuels meaningful cash flow that is redeployed to invest in other areas of the company.
•World class payments and data products and platforms – We will continue investments to build market-leading payments and data products and platforms that are proprietary to Deluxe, so that our customers will build their businesses upon our platforms for the long-term.
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•Scale – We believe our volumes in many of our service offerings enable us to offer per-unit costs and reliability superior to our competitors. We plan to continue to focus on scaling our product management capabilities and creating a product innovation center.
•Recurring and reoccurring revenue – Our focus will continue to be on offering products and integrated platforms that generate recurring and reoccurring revenue streams.
•Sales and distribution channels – We have extensive market reach, with millions of small business and consumer customers and thousands of financial institution clients. We plan to deploy our resources, including our sales force and our various strategic partnerships, to cost-effectively reach customers.
In support of our strategy, we continue to invest significant resources to build out our technology platforms. We completed the implementation of a human capital management system in January 2020. We also completed the first implementation phase of sales technology that enables a single view of our customers, thereby providing for deeper cross-sell opportunities, and we continue to invest in enhancing sales technology for continued optimization. In addition, we are investing in our financial tools, including an enterprise resource planning system. Strategically, we believe these enhancements will allow us to better assess and manage our business at the total company level and will make it easier for us to quickly integrate any future acquisitions. While we reduced certain expenditures in the early stages of the COVID-19 pandemic, we have since resumed our investments in these initiatives and we plan to continue with important system implementations.
We expect to continue our efforts to simplify processes, eliminate duplicative processes and lower costs. During 2020, we continued to review our real estate footprint and announced plans to lower future operating expenses through further site consolidation. We closed 24 facilities during 2020, and we anticipate closing additional facilities in 2021. Additionally, we plan to continue to develop our post-COVID-19 operating model to match expected customer needs and anticipated volumes, as well as to gain efficiencies.
| IMPACT OF THE COVID-19 PANDEMIC | ||
In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The COVID-19 pandemic is having widespread, rapidly-evolving and unpredictable impacts on global society, economies, financial markets and business practices. Federal, state and foreign governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, working from home, supply chain logistical changes, and restrictions on certain non-essential businesses. To protect the health and well-being of our employees, suppliers and customers, we have made substantial modifications to employee travel policies, implemented office closures as employees are advised to work from home, and cancelled or shifted conferences and other sales and marketing events to virtual events. The COVID-19 pandemic has impacted, and will continue to impact, our business operations, including our employees, customers, partners and communities, and there is substantial uncertainty as to the nature and degree of its continued effects over time. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Part II, Item 7 of this report for further discussion regarding the impact of COVID-19 on our 2020 financial results.
The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the severity and duration of the pandemic; governmental, business and individuals' actions in response to the pandemic; the timing and effectiveness of vaccines; and the resulting impact on economic activity and the financial markets. Please refer to the Risk Factors discussion appearing in Part I, Item 1A of this report for a discussion of these factors and other risks affecting our business, financial position, results of operations and prospects.
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| OUR SALES AND MARKETING STRATEGY | ||
We continue to make progress in becoming a sales-driven revenue growth company. Everyone sells at Deluxe. We employ a comprehensive "One Deluxe" go-to-market approach, deploying a unified sales team with a complete view of our customer relationships, with the goal of bringing the best of Deluxe to every customer. Our customers rely on our solutions and platforms at all stages of their lifecycle, from start-up to maturity (as illustrated below), allowing our business segments to help each other deliver greater value for our customers and enabling our customers to build their businesses upon our platforms for the long-term.
Note: Illustration is not indicative of our full set of products and services.
Our sales and marketing strategy employs a multi-channel, demand-generation approach. This includes our enterprise account model, under which our sales force sells directly to financial institutions and major global brands. We also sell our products and services through scalable partnerships, enabling us to cost-effectively reach customers, specifically leveraging our financial Institution partnerships, our e-commerce assets and other strategic partnerships. In addition, millions of in-bound customer contacts buying or re-ordering our products and services provide extensive cross-sell opportunities. In July 2020, we launched our free small business advisory service, providing our expertise to help businesses improve their marketing efforts, reach new customers, find inventive ways to save time and money, navigate how to grow or evolve their business, or start a new business. Excluding the impact of the COVID-19 pandemic, we believe that we delivered sales-driven quarterly revenue growth throughout 2020, giving us confidence in our go-to-market approach.
| INDUSTRY TRENDS AND OUR COMPETITION | ||
Payments, including Checks
The payments industry continues to expand and evolve, with digital payment vehicles and transaction volumes growing around the world. The challenge for payment providers is to modernize their infrastructure to support new service offerings and to identify new revenue streams, as well as to invest in cloud computing and other digital technologies to more rapidly address evolving customer preferences. This pace of change puts pressure on payment providers to transform and adapt in order to remain competitive.
Competition in the payments industry is intense. We are competing against numerous financial technology (Fintech) companies, as well as financial institution in-house capabilities. Volume is the key to staying cost-competitive, and breadth of services is critical to staying relevant to customers. We believe our competitive advantages are: our scalable platform, our extensive distribution channels, frictionless payments (i.e., non-disruptive for payer, and payment choices for payee), our automated receivables management and our strong brand. We also believe there is great opportunity to convert paper checks to digital payments, which we are addressing with our Medical Payments Exchange (MPX) and Deluxe Payments Exchange platforms.
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Our Checks business remains an important part of our strategy. We believe there will continue to be demand for personal and business checks for the foreseeable future, although the total number of checks written in the U.S. has been in decline since the mid-1990s. The cash flow generated by our Checks business partially self-funds our growth investments. Our check programs are also an important source of lead generation for the cost-effective cross-selling of our products and services. Although we saw some decrease in our check volumes resulting from the impact of the COVID-19 pandemic, we do not believe that the pandemic resulted in a significant shift from checks to digital payment solutions, and we have seen some recovery in business checks as a result of new small business formations.
Our Checks business faces intense competition from another large check printer in our traditional financial institution sales channel, from direct mail and internet-based sellers of personal and business checks, from check printing software vendors and from certain significant retailers. Pricing continues to be competitive in our financial institution sales channel, as financial institutions seek to maintain their previous levels of profitability, even as check usage declines. We believe our competitive advantages come from our design and customization options, our quality and service, the trust our customers have in us and our strong financial position.
Cloud Solutions
Data-driven marketing – With increased competition among businesses to target and engage new and existing customers, the use of data-driven marketing has continued to increase and evolve. Competition in this industry is intense, with a wide variety of companies in the data solutions space, including advertising agencies, marketing technology firms, data aggregators and brokers, and source data providers. Adapting to new technology is a key challenge in this industry, along with hiring and retaining the right people. We saw a decrease in data-driven marketing revenue as a result of the COVID-19 pandemic, as customers suspended their marketing campaigns because of the resulting economic uncertainty. We are not able to predict the rate at which this business will recover, but we are adapting to the changing needs of our customers and expanding our offerings to provide a greater breadth of services.
We believe we have significant growth opportunity in this market. We intend to simplify and integrate our separate businesses operating in this market, monetize the significant amount of data we process across the company, invest in technologies such as artificial intelligence and machine learning, and consolidate our data infrastructure to reduce costs. We also believe that our pay-for-performance offerings provide us a competitive advantage.
Web and hosted solutions – The market for web hosting services is highly competitive and commoditized. As such, significant spending on product development and customer acquisition is required to compete in this space, and value-added services differentiate the competition. The markets for our hosted software-as-a-service (SaaS) solutions, including search, social and email marketing, logo design and business incorporation services, are also large, dynamic and highly competitive, with dominant integrated players, as well as niche providers. We believe that it is easy to find our service offerings online, that they are simple to use and that they are competitively priced. We also believe that we will better compete in these markets as we optimize our suite of solutions to deliver more integrated offerings.
Promotional Solutions
The market for business forms and certain accessories has been declining for several years, as continual technological improvements have provided businesses with alternative means to execute and record business transactions. Greater acceptance of electronic signatures also has contributed to the overall decline in printed products. Demand for promotional products was significantly impacted in 2020 by the COVID-19 pandemic, as companies reduced their advertising and marketing spending in response to the overall economic decline and their customers' and governmental responses to the pandemic. We anticipate that demand for promotional products will improve as the overall economy recovers.
The markets for business forms and promotional products are intensely competitive and highly fragmented. Current and potential competitors include traditional storefront printing companies, office superstores, wholesale printers, online printing companies, small business product resellers and providers of custom apparel and gifts. We believe that our competitive advantages include our multi-channel experience, ease of use, our deep sources of supply and our branded merchandise. We also believe that, by expanding our product set and driving integration of physical and digital solutions, we will transition this segment to a technology-driven business that can respond quickly to market opportunities and differentiate us from our competitors.
| OUR OPERATIONS / SUSTAINABLE PRACTICES | ||
We continue to focus on improving the customer experience by providing excellent service and quality, while increasing our productivity and reducing our costs. We accomplish this by embedding lean operating principles into our processes, while emphasizing a culture of continuous improvement. We have a shared services approach, which allows our businesses to leverage shared facilities to optimize capacity utilization and to enhance operational excellence. We continue to reduce costs by utilizing our assets and technologies more efficiently and by enabling employees to better leverage their capabilities and talents.
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We continue to sponsor sustainability initiatives that encompass environmentally-friendly practices. We have aligned with suppliers that promote sustainable business practices and we seek opportunities to eliminate wasted material, reduce cycle times, use more environmentally-friendly materials and reduce solid waste sent to landfills. More than 90% of our check and forms paper is purchased from Forest Stewardship Council certified supplier mills, certain of our check designs are made from recycled paper and we use environmentally-friendly janitorial supplies in the majority of our locations. In 2019, we introduced our environmentally-responsible Smart Check by Deluxe® check configuration, which utilizes eco-friendly materials and plant-based ink. In addition, our sustainability initiatives over the past several years have focused on reducing our consumption of water, electricity and natural gas and improving our transportation efficiency.
| CYBERSECURITY | ||
The secure and uninterrupted operation of our networks and systems, as well as the processing, maintenance and confidentiality of the sensitive information that resides on our systems, is critical to our business operations and strategy. Each year, we process hundreds of millions of records containing data related to individuals and businesses. In addition, many of our products are hosted solutions, and the amount of data we store for our customers on our servers, including personal, important business and other potentially sensitive information, has been increasing. Technology-based organizations such as ours are vulnerable to targeted attacks aimed at exploiting network and system applications or weaknesses. A successful cyber attack could result in the disclosure or misuse of sensitive business and personal information and data, cause interruptions in our operations, damage our reputation and deter clients and consumers from ordering our products and services. It could also result in litigation, the termination of client contracts, government inquiries and/or enforcement actions.
We have a risk-based information/cybersecurity program dedicated to protecting our data and solutions. We employ a defensive in-depth strategy, utilizing the concept of security layers and the CIA (confidential, integrity and availability) triad model. Our information security program is led by our Chief Information Security Officer and the Information Security department, which establishes the policies, standards and strategies to manage security risk.
We have an Enterprise Risk Management Steering Committee led by our Assurance and Risk Advisory Services group, our Chief Financial Officer and our Chief Administrative Officer, with participation from our executive leadership team and senior-level staff, including our Chief Information Officer, our Chief Strategy Officer, our Chief Compliance Officer, our Chief Information Security Officer and the Division Presidents. This committee assesses and monitors our top enterprise risks, including cybersecurity, and provides quarterly updates to our board of directors. Our Chief Information Security Officer also provides periodic updates to our board of directors.
In the event a cybersecurity incident is identified, we have a Cyber Security Incident Response team and an Incident and Crisis Response Program to ensure communication to our executive leadership team and to coordinate the response to any incident. Our Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Information Security Officer and Chief Compliance Officer are responsible for assessing such incidents for materiality, ensuring that any required notification or communication occurs and determining whether any prohibition on the trading of our common stock by insiders should be imposed prior to the disclosure of information about a material cybersecurity event.
For more information on risks related to data security, see Item 1A, "Operational Risks – Security breaches, computer malware or other cyber attacks involving the confidential information of our customers, employees or business partners could substantially damage our reputation, subject us to litigation and enforcement actions, and substantially harm our business and results of operations."
| OUR MATERIALS, SUPPLIES AND SERVICE PROVIDERS | ||
The principal materials used in producing our main products are paper, plastics, ink, corrugated packaging and printing plate material, which we purchase from various sources. We also purchase stock business forms and promotional apparel produced by third parties. We believe that we will be able to obtain an adequate supply of materials from current or alternative suppliers.
We have entered into agreements with third-party providers for delivery services and information technology services, including telecommunications, network server and transaction processing services. We also rely upon third parties to provide a portion of the data used to maintain our proprietary and non-proprietary databases, including credit and non-credit data from the national credit bureaus and other data brokers. We believe we would be able to obtain an alternative source of supply if one or more of our service providers failed to perform.
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| OUR HUMAN CAPITAL | ||
Our most valuable asset is our employee-owners. As of December 31, 2020, we had 6,185 employees. Approximately 98% of our team is full-time employees, with 65% representing non-exempt roles working in production, processing or call center functions. We employ 5,487 employees in the United States, 586 employees in Canada and 112 employees in Australia and Europe. We are proud of our strong history of positive, productive employee relations. None of our employees are currently represented by labor unions.
The foundation of our continuing success as a Trusted Business TechnologyTM company is our ability to attract and retain diverse, exceptional and motivated talent. We accomplish this by providing a culture of inclusion, diversity, equity, development, opportunity and empowerment.
Results-Driven, Community-Focused, Collaborative Culture
We focus on creating an environment where our employee-owners, also known as Deluxers, feel respected and valued, and where they can contribute to their full potential. To this end, an important component of our One Deluxe strategy is that all North American employees own company stock. The heritage of the company also reflects deep-seated roots in community support and volunteerism, which is reflected in our purpose statement: “Champions for business so communities thrive.” Additionally, our values focus on delivering results:
•We put customers first.
•We earn trust.
•We create what’s next.
•We deliver for shareholders.
•We are a get-it-done team.
In an effort to continue to improve our culture and and engagement, we provide learning and development at all levels of the organization on a variety of topics, including inclusion, diversity and equity (ID&E), leadership development and mentoring. We also strive to ensure that we are consistently receiving real-time feedback and that we continue to focus on transparent communication channels through change pulse checks, surveys, senior leadership forums and employee resource groups. During 2020, we received certification as a Great Place to Work from The Great Place to Work Institute.
Inclusion, Diversity and Equity
We embrace ID&E in our workforce, customers, partners and shareholders, valuing their unique backgrounds, experiences, thoughts and talents. Our mission is to empower all employees to bring their full authentic selves to work as One Deluxe and to foster an environment that reflects the diverse communities we serve. We strive to cultivate a culture and vision that supports and enhances our ability to recruit, develop and retain diverse talent at every level. We provide our customers, partners, and shareholders information about our ID&E program and our activities supporting social justice within the communities we serve. In addition, we are focused on furthering our ID&E initiatives throughout our business and have, among other things, created an ID&E council that is sponsored by our Chief Communications and Human Resources Officer and our Chief Revenue Officer. This council is comprised of employee-owners across multiple functions and business segments. Its top priorities for the next two years include implementing a comprehensive ID&E learning and development plan to build awareness and drive inclusive behaviors, further developing our diversity pipeline through hiring, mentoring and coaching, and establishing goals and metrics to ensure progress.
As of December 31, 2020, our total workforce was approximately 55% female and 43% male. Our team members located in the United States were comprised of approximately 58% white, 14% Black or African American, 10% Asian American and 10% Hispanic or Latino.
Health, Wellness and Safety
Creating a culture where all employee-owners feel supported and valued is paramount to our One Deluxe strategy. The ongoing COVID-19 pandemic has led to unique challenges, and we continue to evolve our programs to support Deluxers’ health, safety and general well-being.
In response to the COVID-19 pandemic, we implemented significant changes to our operating environment to help our employee-owners remain productive and safe. Among other things, nearly half of our employee-owners continue to work from home, and we have implemented additional safety measures for employees continuing essential on-site work. We also reconfigured our factory floors and other personnel areas to ensure sufficient distancing in high density areas of our facilities, and we installed Plexiglas shields, implemented modified training programs to comply with distancing requirements, substantially limited visitor entry, increased virtual meetings and adjusted shifts to aid in physical distancing. Finally, we continue to provide a competitive benefits package focused on fostering work/life integration.
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Community Engagement
Our employee-owners believe in the power of connection, of activity and of giving back to the communities we serve. That is why we have created multiple initiatives that focus on supporting our communities, both financially and with time and talent. It is essential to be invested and involved to attract and retain employees of the highest caliber.
| SEASONALITY | ||
Historically, we have experienced seasonal trends with some of our products and services. For example, holiday card and retail packaging sales and revenues from search and email marketing services are typically stronger in the fourth quarter of the year due to the holiday season. Sales of tax forms are stronger in the first and fourth quarters of the year, and direct-to-consumer check sales have historically been stronger in the first quarter of the year. In addition, we may experience some fluctuations in revenue driven by our customers' marketing campaign cycles.
| GOVERNMENT REGULATION | ||
We are subject to numerous international, federal, state and local laws and regulations that affect our business activities in several areas, including, but not limited to, labor, advertising, taxation, data privacy and security, digital content, consumer reports, consumer protection, online payment services, real estate, e-commerce, intellectual property, health care, environmental matters, and workplace health and safety. In response to the COVID-19 pandemic, local, state, national and international governments and health authorities have established myriad new laws, rules, regulations and orders. These emergency enactments evolve rapidly, and sometimes become effective within a 24-hour period. The complexity of complying with existing and new laws and regulations is significant, and regulators may adopt new laws or regulations at any time.
We believe that our business is operated in substantial compliance with all applicable laws and regulations. For more specific information about the effects of government regulation on our business, see Item 1A, "Legal and Compliance Risks – Governmental regulation is continuously evolving and could limit or harm our business." We believe that the impact on our capital expenditures and earnings of complying with government regulations will not be materially different in the upcoming year than it was in 2020.
| AVAILABLE INFORMATION | ||
We make available through our investor relations website, www.deluxe.com/investor-relations, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after these items are electronically filed with or furnished to the SEC. These reports can also be accessed via the SEC website, sec.gov.
A printed copy of this report may be obtained without charge by calling 651-787-1068, by sending a written request to the attention of Investor Relations, Deluxe Corporation, P.O. Box 64235, St. Paul, Minnesota 55164-0235, or by sending an email request to investorrelations@deluxe.com.
Further information about Deluxe Corporation is also available at www.deluxe.com, facebook.com/deluxecorp and twitter.com/deluxe.
| OUR CODE OF ETHICS AND CORPORATE GOVERNANCE GUIDELINES | ||
We have adopted a Code of Business Ethics that applies to all of our employees and our board of directors. The Code of Business Ethics is available on our investor relations website, www.deluxe.com/investor-relations, and also can be obtained free of charge upon written request to the attention of Investor Relations, Deluxe Corporation, P.O. Box 64235, St. Paul, Minnesota 55164-0235. Any changes or waivers of the Code of Business Ethics will be disclosed on our website. In addition, our Corporate Governance Guidelines and the charters of the Audit, Compensation, Corporate Governance and Finance Committees of our board of directors are available on our website, www.deluxe.com/investor-relations/corporate-governance, or upon written request.
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| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | ||
Our executive officers are elected by the board of directors each year. The following summarizes our executive officers and their positions.
| Name | Age | Present Position | Executive Officer Since | ||||||||
| Barry McCarthy | 57 | President and Chief Executive Officer | 2018 | ||||||||
| Keith Bush | 50 | Senior Vice President, Chief Financial Officer | 2017 | ||||||||
| Garry Capers, Jr. | 44 | Senior Vice President, Division President, Cloud Solutions | 2019 | ||||||||
| Jeffrey Cotter | 53 | Senior Vice President, Chief Administrative Officer and General Counsel |
2018 | ||||||||
| Jane Elliott | 54 | Senior Vice President, Chief Communications and Human Resources Officer | 2019 | ||||||||
| Tracey Engelhardt | 56 | Senior Vice President, Division President, Checks | 2012 | ||||||||
| Pete Godich | 56 | Senior Vice President, Chief of Operations | 2008 | ||||||||
| Michael Mathews | 48 | Senior Vice President, Chief Information Officer | 2013 | ||||||||
| Amanda Parrilli | 42 | Senior Vice President, Strategy, Transformation and Business Development | 2019 | ||||||||
| Michael Reed | 49 | Senior Vice President, Division President, Payments | 2019 | ||||||||
| Thomas Riccio | 47 | Senior Vice President, Division President, Promotional Solutions | 2019 | ||||||||
| Christopher Thomas | 52 | Senior Vice President, Chief Revenue Officer | 2019 | ||||||||
Barry McCarthy joined us in November 2018 as President and Chief Executive Officer. Prior to joining us, Mr. McCarthy served in various senior executive positions, most recently, from November 2014 to November 2018, as Executive Vice President and Head of Network and Security Solutions, a segment of publicly traded First Data Corporation, a financial services company.
Keith Bush joined us in March 2017 as Senior Vice President, Chief Financial Officer. Prior to joining us, Mr. Bush was self-employed as a consultant from July 2016 to March 2017. From June 2009 through July 2016, Mr. Bush served as Senior Vice President, Finance for American Airlines.
Garry Capers, Jr. joined us in September 2019 as Senior Vice President, Division President, Cloud Solutions. Prior to joining us, Mr. Capers was employed by Automatic Data Processing, Inc., a provider of human resources management software and services, from January 2017 to September 2019, most recently as Senior Vice President, General Manager, National Account Services Comprehensive Outsourcing Services and Operations. Prior to this, Mr. Capers held several positions at Equifax Inc., a global data, analytics and technology company, including General Manager, NACS Marketing Services from January 2014 to January 2017.
Jeffrey Cotter was named Chief Administrative Officer in January 2019. Mr. Cotter joined us in June 2018 as Senior Vice President, General Counsel. Prior to joining us, Mr. Cotter served as Senior Vice President and General Counsel for Tennant Company, a provider of cleaning products and solutions, from September 2017 to June 2018. From June 2008 to April 2017, Mr. Cotter served as Vice President, General Counsel for G&K Services, Inc., a provider of branded uniform and facility services programs.
Jane Elliott joined us in April 2019 as Senior Vice President, Chief Human Resources Officer, and in June 2020, was named Chief Communications and Human Resources Officer. Prior to joining us, Ms. Elliott was employed by Global Payments Inc., a financial technology services provider, where she served as Executive Vice President and Chief Administrative Officer from January 2016 to March 2018 and Executive Vice President and Chief of Staff from November 2013 to January 2016.
Tracey Engelhardt was named Senior Vice President, Division President, Checks in October 2019. From March 2017 to October 2019, Ms. Engelhardt served as Senior Vice President, Direct-to-Consumer, and from July 2012 to March 2017, she served as Vice President, Direct-to-Consumer.
Pete Godich was named Senior Vice President, Chief of Operations in October 2019. From January 2019 to October 2019, Mr. Godich served as Senior Vice President, Financial Services, and from March 2011 to January 2019, he served as Senior Vice President, Fulfillment.
Michael Mathews was named Senior Vice President, Chief Information Officer in March 2017. Mr. Mathews joined us in May 2013 as Vice President, Chief Information Officer.
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Amanda Parrilli was named Senior Vice President, New Business Development and Strategy in October 2019, and in June 2020, she added Transformation to her responsibilities. Ms. Parrilli joined us in February 2019 as Vice President, Strategy. Prior to joining us, Ms. Parrilli held several positions at The Home Depot, Inc. from July 2014 to February 2019, including Senior Director, Services Lead Generation; Director, Home Decorators Strategy; and Director, Strategic Business Development.
Michael Reed joined us in November 2019 as Senior Vice President, Division President, Payments. Prior to joining us, Mr. Reed served as Managing Director, Global Payments and Product for Barclays Bank Plc in London from September 2018 to November 2019. From January 2015 to August 2018, Mr. Reed served as Managing Director at BofA Merrill Lynch Merchant Services (Europe) Limited, the European subsidiary of Banc of America Merchant Services, LLC.
Thomas Riccio joined us in September 2019 as Senior Vice President, Division President, Promotional Solutions. Prior to joining us, Mr. Riccio was employed by Office Depot, Inc., a provider of business services and supplies, serving as Senior Vice President, Business Solutions Division from July 2017 to July 2019 and as Vice President, Sales and Strategic Initiatives, Business Solutions Division from December 2013 to July 2017.
Christopher Thomas joined us in July 2019 as Senior Vice President, Chief Revenue Officer. Prior to joining us, Mr. Thomas served as Senior Vice President, Solutioning and Commercial Functions for DXC Technology Company, an information technology solutions provider, from April 2017 to July 2019. From September 2014 to April 2017, Mr. Thomas served as Senior Vice President, Solutioning and Sales Support for HP Inc., a global technology company.
| ITEM 1A. RISK FACTORS | ||||||||||||||
Our businesses routinely encounter and address risks, many of which could cause our future results to be materially different than we currently anticipate. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this Annual Report on Form 10-K. We have disclosed all currently known material risks. We are also subject to general risks and uncertainties that affect many other companies, including overall economic, industry and market conditions. Additional risks not presently known to us, or that we currently believe are immaterial, may also adversely affect us. You should carefully consider all of these risks and uncertainties before investing in our common stock.
| RISKS RELATED TO THE COVID-19 PANDEMIC | ||
The impact of the COVID-19 pandemic has adversely affected, and is expected to continue to adversely affect, our business, financial condition and results of operations.
The COVID-19 pandemic began to impact our operations late in the first quarter of 2020. The impact of lost revenue primarily affected our Promotional Solutions, Checks and Cloud Solutions segments, and late in the year, our Payments segment experienced delays in new client implementations because of the impacts of the pandemic. The sweeping nature of the pandemic makes it extremely difficult to predict how our business and operations will be affected in the longer term. Consistent with various state and federal orders, we were able to designate portions of our business as "essential." As such, many of our facilities remained open during government-mandated shut-downs. We successfully activated our business continuity plan to ensure uninterrupted operations and services, while keeping our facilities safe for our employees, customers and communities. Under this plan, employees who have the ability to work from home continue to do so, which poses additional cybersecurity and data security risk. Certain of our facilities remain closed. We may close additional facilities, as necessary, to protect the health of our employees, as a result of disruptions in the operation of our supply chain or in response to a prolonged decrease in demand for our products and services. If it becomes necessary to close additional facilities to protect the health of our employees, we have the ability to move work between our various facilities.
As the current economic environment is significantly impacting small businesses, we are closely monitoring the breadth and depth of small business closures and bankruptcies, changes in the level of small business optimism, lending to small and mid-sized businesses and the general functioning of the credit markets, adoption of government stimulus and other economic programs, consumer unemployment levels and changes in consumer spending patterns. We cannot predict the pace at which these factors will improve or the impact a prolonged downturn in the economy will have on our business, financial condition and/or results of operations.
We also incurred, and may continue to incur, additional costs as we respond to the pandemic, including, but not limited to, costs incurred to implement operational changes allowing social distancing, costs related to employees who are not working during the pandemic, a Hero Pay premium provided to employees working on-site, overtime pay as required and costs associated with additional cleaning and disinfecting of our facilities. In addition, in response to the pandemic, local, state, national and international governments and health authorities have established myriad new laws, rules, regulations and orders. These
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emergency enactments evolve rapidly, and sometimes become effective within a 24-hour period. The complexity of complying with COVID-19 specific regulations is significant.
All of these circumstances negatively impact our liquidity. To bolster our liquidity at the beginning of the pandemic, we drew an additional $238.0 million on our $1.15 billion revolving credit facility in March 2020. We subsequently repaid $300.0 million of the amount drawn on the credit facility. In addition, we suspended our share repurchase program and we took additional steps to reduce discretionary spending and other expenditures in line with revenue declines. These steps included temporary salary reductions for all salaried employees, including our leadership team and board of directors, project delays, furloughs and other actions. We also delayed U.S. federal payroll tax payments as permitted by the Coronavirus Aid, Relief and Economic Security (CARES) Act. We continue to monitor the situation closely, including impacts on our operations, suppliers, customers, industry and workforce. If conditions deteriorate, we may implement further measures to provide additional financial flexibility and to improve our cash position and liquidity, including additional borrowings under our revolving credit facility.
If demand for our products and services further deteriorates or does not return to normal levels in the longer term, we may be required to take further actions to improve our cash position, including but not limited to, implementing further employee furloughs and/or workforce reductions, or foregoing capital expenditures and other discretionary expenses. In addition, dividends are approved by our board of directors each quarter and thus, are subject to change.
The situation surrounding COVID-19 remains fluid and the potential for a material impact on our results of operations, financial condition and/or liquidity increases the longer the virus impacts activity levels in the U.S. and the other countries in which we operate. For this reason, we cannot reasonably estimate with any degree of certainty the future impact the pandemic may have on our results of operations, financial position and/or liquidity. The extent to which the COVID-19 pandemic impacts our business depends on future developments, many of which are beyond our control, such as: the severity and duration of the
pandemic, governmental, business and individuals' actions in response to the pandemic; the timing and effectiveness of vaccines; and the resulting impact on economic activity and the financial markets. We may not have yet experienced the full impact of the pandemic or its resulting impact on our customers. Our revenue may not immediately recover with an improvement in macroeconomic conditions and may require new business formations and/or the expansion of sales to our existing customers.
In completing asset impairment analyses during 2020, we were required to make assumptions using the best information available at the time, including the performance of our reporting units before and subsequent to the declaration of a pandemic and available economic forecasts. To the extent our assumptions differ materially and negatively from actual events, we may be required to record additional asset impairment charges.
Other cascading effects of the COVID-19 pandemic that are not currently foreseeable could materially increase our costs, negatively impact our revenue and adversely impact our results of operations and liquidity, possibly to a significant degree. We cannot predict the severity or duration of any such impacts. The COVID-19 pandemic could have the effect of heightening many of the other risks described below, including, without limitation, those related to the success of our strategy, our ability to attract and retain customers, competition, the rate of decline for checks and business forms, our ability to reduce costs, risks of cybersecurity breaches, interruptions to our website operations or information technology systems, the ability of third-party providers to perform, and potential litigation. COVID-19-related impacts on the preparation of our consolidated financial statements are addressed under the caption: "Note 20: Risks and Uncertainties" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
| STRATEGIC RISKS | ||
If our long-term growth strategy is not successful, our business and financial results would be adversely impacted.
Our vision is to be a Trusted Business Technology leader in payments and data. Further information about our strategy and its related key enablers can be found in the discussion of our "One Deluxe" strategy appearing in Part I, Item 1 of this report. We may not achieve our long-term objectives, and investments in our business may fail to impact our financial results as anticipated. Our strategic plan could fall short of our expectations for many reasons, including, among others:
•our failure to transform to a sales-driven organization;
•our failure to generate profitable revenue growth;
•our inability to acquire new customers, retain our current customers and sell more products and services to current and new customers;
•our failure to fully implement sales technology that enables a single view of our customers;
•our inability to implement improvements to our technology infrastructure, our digital services offerings and other key assets to increase efficiency, enhance our competitive advantage and scale our operations;
•our failure to develop new products and services;
•our failure to effectively manage the growth, expanding complexity and pace of change of our business and operations;
•our inability to effectively operate, integrate or leverage businesses we acquire;
•the failure of our digital services and products to achieve widespread customer acceptance;
•our inability to promote, strengthen and protect our brand;
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•our failure to attract and retain skilled talent to execute our strategy and sustain our growth;
•unanticipated changes in our business, markets, industry or the competitive landscape; and
•general economic conditions.
We can provide no assurance that our strategy will be successful, either in the short term or in the long term, that it will generate a positive return on our investment or that it will not materially reduce our earnings before interest, taxes, depreciation and amortization (EBITDA) margins. If our strategy is not successful, or if there is market perception that our strategy is not successful, our reputation and brand may be damaged.
If we are unable to attract and retain customers in a cost-effective manner or effectively operate a multichannel customer experience, our business and results of operations would be adversely affected.
Our success depends on our ability to attract new and returning customers in a cost-effective manner. We use a variety of methods to promote our products and services, including a direct sales force, partner referrals, email marketing, purchased search results from online search engines, direct mail advertising, broadcast media, advertising banners, social media and other online links. Certain of these methods may become less effective or more expensive. For example, our response rates for direct mail advertising have been decreasing for some time, internet search engines could modify their algorithms or increase prices for purchased search results or certain partner referrals could decline. We continually evaluate and modify our marketing and sales efforts to achieve the most effective mix of promotional methods. Competitive pressure may inhibit our ability to reflect increased costs in the prices of our products and services and/or new marketing strategies may not be successful. Either of these occurrences would have an adverse impact on our ability to compete and our results of operations would be adversely affected. In addition, when our check supply contracts expire, customers have the ability to renegotiate their contracts with us or to consider changing suppliers. Failure to achieve favorable contract renewals and/or to obtain new check supply customers would result in decreased revenue.
Additionally, we believe we must maintain a relevant, multichannel experience in order to attract and retain customers. Customers expect to have the ability to choose their method of ordering, whether via the mail, computer, phone or mobile device. Although we are constantly making investments to update our technology, we cannot predict the success of these investments. Multichannel marketing is rapidly evolving and we must keep pace with the changing expectations of our customers and new developments by our competitors. If we are unable to implement improvements to our customer-facing technology in a timely manner, or if our customer-facing technology does not function as designed, we could find it increasingly difficult to attract new and returning visitors, which would result in decreased revenue.
We face intense competition from other business enterprises, and we expect that competition will continue to increase.
Competition in the payments industry is intense. We are competing against numerous financial technology (Fintech) companies, as well as financial institution in-house capabilities. Volume is the key to staying cost-competitive, and breadth of services is critical to stay relevant to customers. In addition, although we are a leading check printer in the U.S., we face considerable competition in the check printing portion of the payments industry. In addition to competition from the digitization of payments, we also face intense competition from another large check printer in our traditional financial institution sales channel, from direct mail and internet-based sellers of personal and business checks, from check printing software vendors and from certain significant retailers. Pricing continues to be competitive in our financial institution sales channel, as financial institutions seek to maintain their previous levels of profitability, even as check usage declines.
Within our Cloud Solutions segment, the market for web hosting services is highly competitive and commoditized. As such, significant spending on product development and customer acquisition is required to compete in this space, and value-added services differentiate the competition. The markets for our hosted software-as-a-service (SaaS) solutions, including search, social and email marketing and logo design and business incorporation services, are also large, dynamic and highly competitive, with dominant integrated players, as well as niche providers. Competition for our data-driven marketing services is also intense, with a wide variety of companies in the data solutions space, including advertising agencies, marketing technology firms, data aggregators and brokers, and source data providers. Adapting to new technology is a key challenge in this business, along with hiring and retaining the right people.
Within our Promotional Solutions segment, the markets for business forms and promotional products are intensely competitive and highly fragmented. Current and potential competitors include traditional storefront printing companies, office superstores, wholesale printers, online printing companies, small business product resellers and providers of custom apparel and gifts. The competitive landscape for online suppliers continues to be challenging as new internet businesses are introduced.
We can provide no assurance that we will be able to compete effectively against current and future competitors. Our competitors may develop better products or technologies and may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. Continued competition could result in price reductions, reduced profit margins and/or loss of customers, all of which would have an adverse effect on our results of operations and cash flows.
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If we do not adapt to changes in technology in a timely and cost-effective manner, our ability to sustain and grow our business could be adversely affected.
The markets for many of the products and services we provide are characterized by constant change and innovation. The introduction of competing products and services using new technologies, the evolution of industry standards or the introduction of more attractive products or services, including the digitization of payments, could make some or all of our products and services less desirable, or even obsolete. These potential changes are magnified by the intense competition we face. To be successful, our technology-based products and services must keep pace with technological developments and evolving industry standards, address the ever-changing and increasingly sophisticated needs of our customers, and achieve market acceptance. Additionally, we must differentiate our service offerings from those of our competitors and from the in-house capabilities of our customers. We could lose current and potential customers if we are unable to develop products and services that meet changing demands in a timely manner. Additionally, we must continue to develop our skills, tools and capabilities to capitalize on existing and emerging technologies, and this requires us to incur substantial costs. Any of the foregoing risks could result in harm to our business and results of operations.
We face uncertainty regarding the success and integration of past and future acquisitions, which could have an adverse impact on our operating results.
We completed many acquisitions during the past several years. The details of our more recent acquisitions can be found under the caption “Note 6: Acquisitions” of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. These acquisitions extended our range of products and services, including treasury management and web services. In addition, we purchased the operations of several small business distributors with the intention of growing revenue in our enterprise accounts and dealer channels. The integration of any acquisition involves numerous risks, including, among others:
•difficulties and/or delays in assimilating operations, products and services, including effectively scaling revenue and ensuring that a strong system of information security and controls is in place;
•failure to realize expected synergies and savings or to achieve projected profitability levels on a sustained basis;
•diversion of management's attention from other business concerns and risks of managing an increasingly diverse set of products and services across expanded and new industries;
•unanticipated integration costs;
•difficulty in maintaining controls, procedures and policies, especially when the acquired business was a non-public company and may not have employed the same rigor in these areas as required for a publicly traded company;
•decisions by our customers or the customers of the acquired business to temporarily or permanently seek alternate suppliers;
•difficulty in assimilating the acquired business into our corporate culture;
•increased compliance and other complexity;
•unidentified issues not discovered during our due diligence process, including product or service quality issues, intellectual property issues and tax or legal contingencies;
•failure to address legacy distributor account protection rights; and
•loss of key employees.
One or more of these factors could impact our ability to successfully operate, integrate or leverage an acquisition and could negatively affect our results of operations.
We have indicated that we plan to supplement sales-driven revenue growth with strategically targeted acquisitions over time. The time and expense associated with finding suitable businesses, technologies or services to acquire can be disruptive to our ongoing business and may divert management’s attention. We cannot predict whether suitable acquisition candidates can be identified or acquired on acceptable terms or whether any acquired products, technologies or businesses will contribute to our revenue or earnings to any material extent. We may need to seek financing for larger acquisitions, which would increase our debt obligations and may not be available on terms that are favorable to us. Additionally, acquisitions may result in additional contingent liabilities, additional amortization expense and/or future non-cash asset impairment charges related to acquired intangible assets and goodwill, and thus, could adversely affect our business, results of operations and financial condition.
The use of checks and forms is declining and we may be unable to offset the decline with profitable revenue growth.
Checks continue to be a significant portion of our business, accounting for 39.4% of our consolidated revenue in 2020. We sell checks for personal and business use and believe that there will continue to be demand for personal and business checks for the foreseeable future, although the total number of checks written in the U.S. has been in decline since the mid-1990s. According to the most recent information released by the Federal Reserve in October 2020, the total number of checks written declined an average of 8.4% each year between 2015 and 2018, compared to an average decline of 3.4% each year between 2012 and 2015. We expect that the number of checks written will continue to decline due to the digitization of payments, including debit cards, credit cards, direct deposit, wire transfers, and other payment solutions, such as PayPal®, Apple Pay®, Square®, Zelle® and Venmo®. In addition, the RTP® system run by The Clearing House Payments Company, LLC is a real-time payments system that currently reaches over 50% of U.S. bank accounts. In August 2019, the U.S. Federal Reserve announced that it plans to develop its own real-time payments system, FedNowSM, with an expected launch in 2023 or 2024.
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The rate and the extent to which digital payments will replace checks, whether as a result of legislative developments, changing payment systems, personal preference or otherwise, cannot be predicted with certainty. Increased use of alternative payment methods, or our inability to successfully offset the secular decline in check usage with other sources of revenue, would have an adverse effect on our business, cash flows and results of operations.
The use of business forms has also been declining. Continual technological improvements, including the lower price and higher performance capabilities of personal computers, printers and mobile devices, have provided small business customers with alternative means to execute and record business transactions. Additionally, electronic transaction systems, off-the-shelf business software applications, web-based solutions and mobile applications have been designed to replace preprinted business forms. Greater acceptance of electronic signatures also has contributed to the overall secular decline in printed products. It is difficult to predict the pace at which these alternative products and services will replace standardized business forms. If small business preferences change rapidly and we are unable to develop new products and services with comparable operating margins, our results of operations would be adversely affected.
We may not succeed in promoting and strengthening our brand, which could prevent us from acquiring customers and increasing revenue.
The success of our businesses depends on our ability to attract new and returning customers. For this reason, the promotion and strengthening of the Deluxe brand plays a key role in the execution of our strategy. We believe that the importance of brand recognition is particularly essential for the success of our various service offerings because of the level of competition for these services. Customer awareness of our brand, as well as the perceived value of our brand, depends largely on the success of our marketing efforts and our ability to provide a consistent, high-quality customer experience. In the past, we had many brands associated with our products and services as a result of previous acquisitions. Unifying our brands to operate as one Deluxe is an essential part of our One Deluxe strategy. In February 2020, we unveiled our new Deluxe brand. We can provide no assurance that our branding strategy will be successful or will result in a positive return on our investment.
To promote our brand, we have incurred, and will continue to incur, expense related to advertising and other marketing efforts. We can provide no assurance that these efforts will be successful or that our revenue will increase at a level commensurate with our marketing expenditures. There is also the risk that adverse publicity, whether or not justified, could adversely affect our business. We currently have an agreement with television personality Ty Pennington, who appears in our online series, Small Business Revolution. If Mr. Pennington, other business partners or key employees are the subject of adverse news reports or negative publicity, our reputation may be tarnished and our results of operations could be adversely affected.
A component of our brand promotion strategy is building on our relationship of trust with our customers, which we believe can be achieved by providing a high-quality customer experience. We have invested, and will continue to invest, resources in website development, design and technology, and customer service and production operations. Our ability to provide a high-quality customer experience is also dependent on external factors, including the reliability and performance of our suppliers, telecommunications providers and third-party carriers. Our brand value also depends on our ability to protect and use our customers' data in a manner that meets expectations. A security incident that results in unauthorized disclosure of our customers' sensitive data could materially harm our reputation. The failure of our brand promotion activities to meet our expectations or our failure to provide a high-quality customer experience for any reason could adversely affect our ability to attract new customers and maintain customer relationships, which would adversely harm our business and results of operations.
Our cost reduction initiatives may not be successful.
Intense competition, secular declines in the use of checks and business forms and the commoditization of web services compel us to continually improve our operating efficiency in order to maintain or improve profitability. Cost reduction initiatives have required, and will continue to require, up-front expenditures related to items such as redesigning and streamlining processes, consolidating information technology platforms, standardizing technology applications, further enhancing our strategic supplier sourcing arrangements, improving real estate utilization and funding employee severance benefits. We can provide no assurance that we will achieve future cost reductions or that we will do so without incurring unexpected or greater than anticipated expenditures. Moreover, we may find that we are unable to achieve business simplification and/or cost reduction goals without disrupting our business, negatively impacting efforts to grow our business or reducing the effectiveness of our sustainability practices. As a result, we may choose to delay or forgo certain cost reductions as business conditions require. Failure to continue to improve our operating efficiency and to generate adequate savings to fund necessary investments could adversely affect our business if we are unable to remain competitive.
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| OPERATIONAL RISKS | ||
Security breaches, computer malware or other cyber attacks involving the confidential information of our customers, employees or business partners could substantially damage our reputation, subject us to litigation and enforcement actions, and substantially harm our business and results of operations.
Information security risks have increased in recent years, in part because of the proliferation of new technologies and increased use of the internet and cloud-based activities, as well as the increased sophistication and activities of hackers, terrorists and activists. In addition, our own information security risks have increased due to the acquisition of companies with their own internally-developed technologies. We use internet-based channels that collect customers’ financial account and payment information, as well as other sensitive information, including proprietary business information and personally identifiable information of our customers, employees, contractors, suppliers and business partners. Each year, we process hundreds of millions of records containing data related to individuals and businesses. We also provide services that are instrumental in supporting our customers and their businesses, such as website and email hosting. Cybersecurity is one of the top risks identified by our Enterprise Risk Management Steering Committee, as technology-based organizations such as ours are vulnerable to targeted attacks aimed at exploiting network and system application weaknesses.
The secure and uninterrupted operation of our networks and systems, as well as the processing, maintenance and confidentiality of the sensitive information that resides on our systems, is critical to our business operations and strategy. We have a risk-based information/cybersecurity program dedicated to protecting our data and solutions. We employ a defensive in-depth strategy, utilizing the concept of security layers and the CIA (confidential, integrity and availability) triad model. Computer networks and the internet are, by nature, vulnerable to unauthorized access. An accidental or willful security breach could result in unauthorized access and/or use of customer information, including consumers' personally identifiable information or, in some cases, the protected health information of certain individuals. Our security measures could be breached by third-party action, computer viruses, accidents, employee or contractor error, or malfeasance by rogue employees. In addition, we depend on a number of third parties, including vendors, developers and partners, that are critical to our business and to which we may grant access to our customer or employee data. While we conduct due diligence on these third parties with respect to their security and business controls, we rely on them to effectively monitor and oversee these control measures. Individuals or third parties may be able to circumvent controls and/or exploit vulnerabilities that may exist, resulting in the disclosure or misuse of sensitive business and personal customer or employee information and data.
Because techniques used to obtain unauthorized access, disable or degrade service, or sabotage computer systems change frequently, may be difficult to detect immediately, and generally are not recognized until they are launched against a target, we may be unable to implement adequate preventive measures. Unauthorized parties may also attempt to gain access to our systems or facilities through various means, including hacking into our systems or facilities, fraud, trickery or other means of deceiving employees and contractors. We have experienced external internet-based attacks by threat actors aimed at disrupting internet traffic and/or attempting to place illegal or abusive content on our or our customers’ websites. Additionally, our customers and employees have been and will continue to be targeted by threat actors using social engineering techniques to obtain confidential information or using fraudulent "phishing" emails to introduce malware into the environment. To-date, these various threats have not materially impacted our customers, our business or our financial results. However, our technologies, systems and networks are likely to be the target of future attacks due to the increasing threat landscape for all technology businesses, and we can provide no assurance that future incidents will not be material.
Despite our significant cybersecurity efforts, a party that is able to circumvent our security measures could misappropriate our or our customers' personal and proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation, all of which could deter clients and consumers from ordering our products and services and result in the termination of client contracts. Additionally, it is possible that there could be vulnerabilities that impact large segments of mobile, computer or server architecture. Any of these events would adversely affect our business, financial condition and results of operations.
In addition, if we were to experience a material information security breach, we may be required to expend significant amounts of management time and financial resources to remedy, protect against or mitigate the effects of the breach, and we may not be able to remedy the situation in a timely manner, or at all. Furthermore, under payment card association rules and our contracts with debit and credit card processors, if there is a breach of payment card information that we store or that is stored by third parties with which we do business, we could be liable to the payment card issuing banks for their cost of issuing new cards and other related expenses. We could also lose our ability to accept credit and debit card payments from our customers, which would likely result in the loss of customers and the inability to attract new customers. We could also be exposed to time-consuming and expensive litigation, government inquiries and/or enforcement actions. If we are unsuccessful in defending a claim regarding information security breaches, we may be forced to pay damages, penalties and fines, and our insurance coverage may not be adequate to compensate us fully for any losses that may occur. Contractual provisions with third parties, including cloud service providers, may limit our ability to recover losses resulting from the security breach of a business partner.
There are international, federal and state laws and regulations requiring companies to notify individuals of information security breaches involving their personal data, the cost of which would negatively affect our financial results. These mandatory
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disclosures regarding an information security breach often lead to widespread negative publicity. If we were required to make such a disclosure, it may cause our clients and customers to lose confidence in the effectiveness of our information security measures. Likewise, general publicity regarding information security breaches at other companies could lead to the perception among the general public that e-commerce is not secure. This could decrease traffic to our websites, negatively affect our financial results and limit future business opportunities.
Interruptions to our website operations or information technology systems, or failure to maintain our information technology platforms, could damage our reputation and harm our business.
The satisfactory performance, reliability and availability of our information technology systems is critical to our reputation and our ability to attract and retain customers. We could experience temporary interruptions in our websites, transaction processing systems, network infrastructure, service technologies, printing production facilities or customer service operations for a variety of reasons, including, among others, human error, software errors or design faults, security breaches, power loss, telecommunications failures, equipment failures, electrical disruptions, labor issues, vandalism, fire, flood, extreme weather, terrorism and other events beyond our control.
One of the cornerstones of our growth strategy is investment in our information technology infrastructure. We are investing significant resources to build out our technology platforms. We implemented a human capital management system in January 2020. We also completed the first implementation phase of sales technology that enables a single view of our customers, and we are investing in our financial tools, including an enterprise resource planning system. System implementations are complex. Any disruptions, delays or deficiencies in the design, implementation or operation of these systems, particularly any disruptions, delays or deficiencies that impact our operations, could adversely affect our ability to effectively run and manage our business. In addition, our continued development and implementation of new generation software solutions and information technology infrastructure may take longer than originally expected and may require the acquisition of additional personnel and other resources, which may adversely affect our business, results of operations and financial condition. Any inability to deploy new generation information technology throughout our organization would result in operating multiple platforms, which would increase costs.
In recent years, we shifted a substantial portion of our applications to a cloud-based environment. While we maintain redundant systems and backup databases and applications software to ensure continuous access to cloud services, it is possible that access to our software capabilities could be interrupted and our disaster recovery planning may not account for all eventualities. The failure of our systems could interfere with the delivery of products and services to our customers, impede our customers' ability to do business and result in the loss or corruption of critical data. In addition to the potential loss of customers, we may be required to incur additional development costs and divert technical and other resources, and we may be the subject of negative publicity and/or liability claims.
If any of our significant information technology systems suffer severe damage, disruption or shutdown, and our disaster recovery and business continuity plans do not effectively resolve the issues in a timely manner, our results of operations would be adversely affected, and our business interruption insurance coverage may not be adequate to compensate us fully for any losses that may occur.
If third-party providers of certain significant information technology needs are unable to provide services, our business could be disrupted and the cost of such services could increase.
We have entered into agreements with third-party providers for information technology services, including telecommunications, network server, cloud computing and transaction processing services. In addition, we have agreements with companies to provide services such as online payment solutions. A service provider's ability to provide services could be disrupted for a variety of reasons, including, among others, human error, software errors or design faults, security breaches, power loss, telecommunications failures, equipment failures, electrical disruptions, labor issues, vandalism, fire, flood, extreme weather, terrorism and other events beyond their control. In the event that one or more of our service providers is unable to provide adequate or timely information technology services, our ability to deliver products and services to our customers could be adversely affected. Although we believe we have taken reasonable steps to protect our business through contractual arrangements with our service providers, we cannot completely eliminate the risk of disruption in service. Any significant disruption could harm our business, including damage to our brand and loss of customers. Additionally, although we believe that information technology services are available from numerous sources, a failure to perform by one or more of our service providers could cause a material disruption in our business while we obtain an alternative service provider. The use of substitute third-party providers could also result in increased expense.
If we are unable to attract and retain key personnel and other qualified employees, our business and results of operations could be adversely impacted.
For us to successfully grow and compete, we must recruit, retain and develop the key personnel necessary to execute our growth strategy. Our success depends on the contributions and abilities of key employees, especially in our digital services businesses and specifically in sales, marketing, product management and development, data analytics and information technology. If we are unable to retain our existing employees and/or attract qualified personnel, we may not be able to grow and
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manage our business effectively. Although we have implemented various "Great Place to Work" initiatives, including employee wellness initiatives, the introduction of employee resource groups and a revised performance management process, we can provide no assurance that we will be successful in attracting and retaining key personnel.
The cost and availability of materials, delivery and other third-party services could adversely affect our operating results.
We are subject to risks associated with the cost and availability of paper, plastics, ink, retail packaging supplies, promotional materials and other raw materials. Paper costs represent a significant portion of our materials expense. Paper is a commodity and its price has been subject to volatility due to supply and demand in the marketplace, as well as volatility in the raw material and other costs incurred by paper suppliers. There are also relatively few paper suppliers and these suppliers are under financial pressure as paper use declines. As such, when our suppliers increase paper prices, we may not be able to obtain better pricing from alternative suppliers. Historically, we have not been negatively impacted by paper shortages because of our relationships with paper suppliers. However, we can provide no assurance that we will be able to purchase sufficient quantities of paper if such a shortage were to occur.
We depend upon third-party providers for delivery services and for other outsourced products and services. Events resulting in the inability of these service providers to perform their obligations, such as work slowdowns or extended labor strikes, could adversely impact our results of operations by requiring us to secure alternate providers at higher costs. Postal rates are dependent on the operating efficiency of the U.S. Postal Service (USPS) and on legislative mandates imposed upon the USPS. Postal rates have increased in recent years and the USPS has incurred significant financial losses. This may result in continued changes to the breadth and/or frequency of USPS mail delivery services. In addition, fuel costs have fluctuated over the past several years. Increased fuel costs increase the costs we incur to deliver products to our customers, as well as the price we pay for outsourced products. We also rely on third-party providers for certain technology, processing and support functions. If we are unable to renew our existing contracts with our most significant providers, we may be forced to obtain alternative suppliers at higher costs. Competitive pressures and/or contractual arrangements may inhibit our ability to reflect increased costs in the price of our products and services. Any of the foregoing risks could result in harm to our business and results of operations.
We are subject to customer payment-related risks, which could adversely affect our business and financial results.
We may be liable for fraudulent transactions conducted on our websites, such as the use of stolen credit card numbers. While we do have safeguards in place, we cannot prevent all fraudulent transactions. To date, we have not incurred significant losses from payment-related fraud. However, such transactions negatively impact our results of operations and could subject us to penalties from payment card associations for inadequate fraud protection.
| LEGAL AND COMPLIANCE RISKS | ||
Governmental regulation is continuously evolving and could limit or harm our business.
We are subject to numerous international, federal, state and local laws and regulations that affect our business activities in several areas, including, but not limited to, labor, advertising, taxation, data privacy and security, digital content, consumer reports, consumer protection, online payment services, real estate, e-commerce, intellectual property, health care, environmental matters, and workplace health and safety. In response to the COVID-19 pandemic, local, state, national and international governments and health authorities have established myriad new laws, rules, regulations and orders. These emergency enactments evolve rapidly and sometimes become effective within a 24-hour period. The complexity of complying with existing and new laws and regulations is significant, and regulators may adopt new laws or regulations at any time.
The various regulatory requirements to which we are subject could impose significant limitations on our business activities, require changes to our business, restrict our use or storage of personal information, or cause changes in our customers' purchasing behavior, which may make our business more costly and/or less efficient and may require us to modify our current or future products, services, systems or processes. We cannot quantify or predict with any certainty the likely impact of such changes on our business, prospects, financial condition or results of operations.
Portions of our business operate within highly regulated industries and our business results could be significantly affected by the laws and regulations to which we are subject. For example, international, federal and state laws and regulations regarding the protection of certain consumer information require us to develop, implement and maintain policies and procedures to protect the security and confidentiality of consumers' nonpublic personal information. Portions of our business are subject to regulations affecting payment processing, including ACH, remote deposit capture and lockbox services. These laws and regulations require us to develop, implement, and maintain certain policies and procedures related to payment processing. We are also subject to additional requirements in certain of our contracts with financial institution clients and communications service providers, which are often more restrictive than the regulations, as well as confidentiality clauses in certain of our contracts related to small businesses’ customer information. These regulations and agreements typically limit our ability to use or disclose nonpublic personal information for other than the purposes originally intended, which could limit business opportunities. Proposed privacy and cyber security regulations may also increase the cost of compliance for the protection of collected data. The complexity of
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compliance with these various regulations may increase our cost of doing business and may affect our clients, reducing their discretionary spending and thus, reducing their capacity to purchase our products and services.
Due to our increasing use of the internet for sales and marketing, laws specifically governing digital commerce, the internet, mobile applications, search engine optimization, behavioral advertising, privacy and email marketing may have an impact on our business. Existing and future laws governing issues such as digital and social marketing, privacy, consumer protection or commercial email may limit our ability to market and provide our products and services. Changing data protection regulations may increase the cost of compliance in servicing domestic and international markets for our wholesale and retail business services channels. More restrictive legislation, such as new privacy laws, search engine marketing restrictions, “anti-spam” regulations or email privacy rules, could decrease marketing opportunities, decrease traffic to our websites and/or increase the cost of obtaining new customers.
Because of additional regulatory costs, financial institutions may continue to put significant pricing pressure on their suppliers, including their check and service providers. The increase in cost and profit pressure may also lead to further consolidation of financial institutions. Additionally, some financial institutions do not permit offers of add-on services, such as bundled products, fraud/identity protection or expedited check delivery, to their customers. It would have an adverse impact on our results of operations if we were unable to market such services to consumers or small businesses through the majority of our financial institution clients. Additionally, as our product and service offerings become more technologically focused, and with expanded regulatory expectations for supervision of third-party service providers, additional portions of our business could become subject to direct federal regulation and/or examination. This would increase our cost of doing business and could slow our ability to introduce new products and services and otherwise adapt to a rapidly changing business environment.
Third-party claims could result in costly and distracting litigation and, in the event of an unfavorable outcome, could have an adverse effect on our business, financial condition and results of operations.
From time to time, we are involved in claims, litigation and other proceedings relating to the conduct of our business, including purported class action litigation. Such legal proceedings may include claims related to our employment practices; claims alleging breach of contractual obligations; claims asserting deceptive, unfair or illegal business practices; claims alleging violations of consumer protection-oriented laws; claims related to legacy distributor account protection rights; or claims related to environmental matters. In addition, third parties may assert patent and other intellectual property infringement claims against us and/or our clients, which could include aggressive and opportunistic enforcement of patents by non-practicing entities. Any such claims could result in litigation against us and could also result in proceedings being brought against us by various federal and state agencies that regulate our businesses. The number and significance of these claims and proceedings has increased as our businesses have evolved and expanded in scope. These claims, whether successful or not, could divert management's attention, result in costly and time-consuming litigation, or both. Accruals for identified claims or lawsuits are established based on our best estimates of the probable liability. However, we cannot accurately predict the ultimate outcome of any such proceedings due to the inherent uncertainties of litigation and other dispute resolution mechanisms. Any unfavorable outcome of a material claim or material litigation could require the payment of monetary damages or fines, attorneys' fees or costly and undesirable changes to our products, features or business practices, which would result in a material adverse effect on our business, financial condition and results of operations.
We may be unable to protect our rights in intellectual property, which could harm our business and ability to compete.
We rely on a combination of trademark and copyright laws, trade secret and patent protection, and confidentiality and license agreements to protect our trademarks, software and other intellectual property. These protective measures afford only limited protection. Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or otherwise independently develop substantially equivalent products or services that do not infringe on our intellectual property rights. Policing unauthorized use of our intellectual property is difficult. We may be required to spend significant resources to protect our trade secrets and to monitor and police our intellectual property rights. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm our business and ability to compete.
Activities of our customers or the content of their websites could damage our reputation and/or adversely affect our financial results.
As a provider of domain name registration, web hosting services and customized business products, we may be subject to potential liability for the activities of our customers on or in connection with their domain names or websites, for the data they store on our servers, including information accessible through the "dark web," or for images or content that we produce on their behalf. Customers may also launch distributed denial of service attacks or malicious executables, such as viruses, worms or trojan horses, from our servers. Although our agreements with our customers prohibit illegal use of our products and services and permit us to take appropriate action for such use, customers may nonetheless engage in prohibited activities or upload or store content with us in violation of applicable law. Our reputation may be negatively impacted by the actions of customers that are deemed to be hostile, offensive or inappropriate, or that infringe the copyright or trademark of another party. The safeguards we have established may not be sufficient to avoid harm to our reputation, especially if the inappropriate activities are high profile.
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Laws relating to the liability of online services companies for information, such as online content disseminated through their services, are subject to frequent challenges. In spite of settled law in the U.S., claims are made against online services companies by parties who disagree with the content. Where the online content is accessed on the internet outside of the U.S., challenges may be brought under foreign laws that do not provide the same protections for online services companies as in the U.S. These challenges in either U.S. or foreign jurisdictions may give rise to legal claims alleging defamation, libel, invasion of privacy, negligence or copyright or trademark infringement, based on the nature and content of the materials disseminated through our services. Certain of our products and services include content generated by users of our online services. Although this content is not generated by us, claims of defamation or other injury may be made against us for that content. If such claims are successful, our financial results would be adversely affected. Even if the claims do not result in litigation or are resolved in our favor, the time and resources necessary to resolve them could divert management’s attention and adversely affect our business and financial results.
| FINANCIAL RISKS | ||
Asset impairment charges would have a negative impact on our results of operations.
Goodwill represented 39% of our total assets as of December 31, 2020. On at least an annual basis, we assess whether the carrying value of goodwill is impaired. This analysis considers several factors, including economic, market and industry conditions. Circumstances that could indicate a decline in the fair value of one or more of our reporting units include, but are not limited to, the following:
•a downturn in economic conditions that negatively affects our actual and forecasted operating results;
•changes in our business strategy, structure and/or the allocation of resources;
•the failure of our growth strategy;
•the inability of our acquisitions to achieve expected operating results;
•changes in market conditions, including increased competition;
•the loss of significant customers;
•a decline in our stock price for a sustained period; or
•a material acceleration of order volume declines for checks and business forms.
Such situations may require us to record an impairment charge for a portion of goodwill. We are also required to assess the carrying value of other long-lived assets, including intangible assets and assets held for sale. Information regarding our 2020 impairment analyses can be found under the caption "Note 8: Fair value measurements" of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We have, in the past, and may again in the future, be required to write-down the value of some of our assets, and these write-downs have been, and could in the future be, material to our results of operations. If we are required to record additional asset impairment charges for any reason, our consolidated results of operations would be adversely affected.
Economic conditions, including impacts of the COVID-19 pandemic, may adversely affect trends in business and consumer spending, which may adversely impact demand for our products and services.
Economic conditions have affected, and will continue to affect, our results of operations and financial position. Current and future economic conditions that affect business and consumer spending, including levels of business and consumer confidence, unemployment levels, consumer spending and the availability of credit, as well as uncertainty or volatility in our customers' businesses, may adversely affect our business and results of operations. A challenging economic environment could cause existing and potential customers to not purchase or to delay purchasing our products and services, thereby negatively impacting our revenue and results of operations.
A significant portion of our business relies on small business spending. We believe that small businesses are more likely to be significantly affected by economic conditions than larger, more established companies. During a sluggish economy, it may be more difficult for small businesses to obtain credit and they may choose to spend their limited funds on items other than our products and services. As such, the level of small business confidence, the rate of small business formations and closures, and the availability of credit to small businesses all impact our business.
A significant portion of our business also relies upon the health of the financial services industry. As a result of global economic conditions in past years, a number of financial institutions sought additional capital, merged with other financial institutions and, in some cases, failed. The failure of one or more of our larger financial institution clients, or large portions of our customer base, could adversely affect our operating results. In addition to the possibility of losing a significant client, the inability to recover prepaid product discount payments made to one or more of our larger financial institution clients, or the inability to collect accounts receivable or contractually required contract termination payments, could have a significant negative impact on our results of operations.
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There may also be an increase in financial institution mergers and acquisitions during periods of economic uncertainty or as a result of other factors affecting the financial services industry. Such an increase could adversely affect our operating results. Often the newly combined entity seeks to reduce costs by leveraging economies of scale in purchasing, including its check supply and business services contracts. This results in providers competing intensely on price in order to retain not only their previous business with one of the financial institutions, but also to gain the business of the other party in the combined entity. Although we devote considerable effort toward the development of a competitively-priced, high-quality selection of products and services for the financial services industry, there can be no assurance that significant financial institution clients will be retained or that the impact of the loss of a significant client can be offset through the addition of new clients or by expanded sales to our remaining clients.
The COVID-19 pandemic and the actions taken in response to it have significantly increased economic uncertainty. The pandemic has caused a global recession and increased unemployment and we cannot predict the extent to which our customers will be able to survive such a downturn. Given the ongoing and dynamic nature of the COVID-19 pandemic, we cannot predict the impact on our business, financial position or results of operations, and there is no guarantee that our efforts to address the ongoing adverse impact of the pandemic will be successful.
Our variable-rate indebtedness exposes us to interest rate risk.
The majority of the borrowings under our revolving credit facility are subject to variable rates of interest and expose us to interest rate risk. If interest rates were to increase, our interest expense would increase, negatively affecting earnings and reducing cash flows available for working capital, capital expenditures and other investments.
| ITEM 1B. UNRESOLVED STAFF COMMENTS | ||
None.
| ITEM 2. PROPERTIES | ||
As of December 31, 2020, we occupied 38 facilities throughout the U.S., 5 facilities in Canada, 2 facilities in Europe and 1 facility in Australia, where we conduct printing and fulfillment, call center, data center and administrative functions. Because of our shared services approach to most of our business functions, many of our facilities are utilized for the benefit of more than one of our business segments. Approximately 25% of our facilities are owned, while the remaining 75% are leased. Our facilities have a combined floor space of approximately 2.5 million square feet. None of our owned properties are mortgaged or held subject to any significant encumbrance. We believe that existing leases will be renegotiated as they expire or that suitable alternative properties will be leased on acceptable terms. We also believe that our properties are sufficiently maintained and are adequate and suitable for our business needs as presently conducted. We continue to assess our real estate footprint as we continue to develop our post-COVID-19 operating model to match expected future volumes and to gain efficiencies. As a result of this assessment, we closed 24 facilities during 2020, and we anticipate closing additional facilities during 2021. A majority of the impacted employees have transitioned to a work-from-home environment. Additionally, during 2020, we entered into leases on new facilities in Minnesota and Georgia, which will house our corporate headquarters and our technology innovation center, respectively. We expect to occupy these facilities by the third quarter of 2021.
| ITEM 3. LEGAL PROCEEDINGS | ||
We record provisions with respect to identified claims or lawsuits when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and lawsuits are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable outcomes. Recorded liabilities were not material to our financial position, results of operations or liquidity, and we do not believe that any of the currently identified claims or litigation will materially affect our financial position, results of operations or liquidity upon resolution. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on our financial position, results of operations or liquidity in the period in which the ruling occurs or in future periods.
| ITEM 4. MINE SAFETY DISCLOSURES | ||
Not applicable.
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PART II
| ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | ||
Our common stock is traded on the New York Stock Exchange under the symbol DLX. Dividends are declared by our board of directors on a quarterly basis, and therefore, are subject to change. As of December 31, 2020, the number of shareholders of record was 5,499, excluding shareholders whose shares are held in the name of various dealers, clearing agencies, banks, brokers and other fiduciaries.
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 did not repurchase any shares during the fourth quarter of 2020 and $287.5 million remained available for repurchase as of December 31, 2020.
While not considered repurchases of shares, we do at times withhold shares that would otherwise be issued under equity-based awards to cover the withholding taxes due as a result of the exercise or vesting of such awards. During the fourth quarter of 2020, we withheld 32,947 shares in conjunction with the vesting and exercise of equity-based awards.
The table below compares the cumulative total shareholder return on our common stock for the last five fiscal years with the cumulative total return of the S&P MidCap 400 Index and the Dow Jones U.S. Support Services (DJUSIS) Index.
| COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN | ||
| ASSUMES INITIAL INVESTMENT OF $100 | ||
| DECEMBER 2020 | ||
The graph assumes that $100 was invested on December 31, 2015 in each of Deluxe common stock, the S&P MidCap 400 Index and the DJUSIS Index, and that all dividends were reinvested.
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| ITEM 6. SELECTED FINANCIAL DATA | ||
The following table shows certain selected financial data for the five years ended December 31, 2020. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Part II, Item 7 of this report and our consolidated financial statements appearing in Part II, Item 8 of this report. These items include discussion of various factors that affect the comparability of the selected financial data, including asset impairment charges, business combinations, the Tax Cuts and Jobs Act of 2017 and the adoption of new accounting pronouncements. Historical results are not necessarily indicative of future results.
| (dollars in thousands, except per share amounts) | 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||||
| Statement of Income (Loss) Data: | ||||||||||||||||||||||||||||||||
| Total revenue | $ | 1,790,781 | $ | 2,008,715 | $ | 1,998,025 | $ | 1,965,556 | $ | 1,849,062 | ||||||||||||||||||||||
| As a percentage of total revenue: | ||||||||||||||||||||||||||||||||
| Gross profit | 59.2 | % | 59.5 | % | 60.4 | % | 62.2 | % | 63.9 | % | ||||||||||||||||||||||
| Selling, general and administrative expense | 47.0 | % | 44.4 | % | 42.7 | % | 42.2 | % | 43.7 | % | ||||||||||||||||||||||
| Operating income (loss) | 2.5 | % | (7.9 | %) | 11.6 | % | 16.7 | % | 19.8 | % | ||||||||||||||||||||||
| Operating income (loss) | $ | 44,505 | $ | (158,141) | $ | 231,221 | $ | 329,176 | $ | 366,887 | ||||||||||||||||||||||
| Net income (loss) attributable to Deluxe | 8,808 | (199,897) | 149,630 | 230,155 | 222,382 | |||||||||||||||||||||||||||
| Per share - basic | 0.21 | (4.65) | 3.18 | 4.75 | 4.68 | |||||||||||||||||||||||||||
| Per share - diluted | 0.19 | (4.65) | 3.16 | 4.72 | 4.65 | |||||||||||||||||||||||||||
| Balance Sheet Data: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 123,122 | $ | 73,620 | $ | 59,740 | $ | 59,240 | $ | 76,574 | ||||||||||||||||||||||
Return on average assets(1)
|
0.5 | % | (9.4 | %) | 6.6 | % | 10.5 | % | 11.4 | % | ||||||||||||||||||||||
| Total assets | $ | 1,874,863 | $ | 1,943,311 | $ | 2,305,096 | $ | 2,208,827 | $ | 2,184,338 | ||||||||||||||||||||||
Long-term obligations(2)
|
880,532 | 931,319 | 911,864 | 709,300 | 758,648 | |||||||||||||||||||||||||||
| Statement of Cash Flows Data: | ||||||||||||||||||||||||||||||||
Net cash provided by operating activities |
$ | 217,553 | $ | 286,653 | $ | 339,315 | $ | 338,431 | $ | 319,312 | ||||||||||||||||||||||
Net cash used by investing activities(3)
|
(56,093) | (72,397) | (253,059) | (170,738) | (277,977) | |||||||||||||||||||||||||||
Net cash (used) provided by financing activities(3)
|
(110,555) | (190,148) | (62,180) | (193,109) | 4,464 | |||||||||||||||||||||||||||
| Purchases of capital assets | (62,638) | (66,595) | (62,238) | (47,450) | (46,614) | |||||||||||||||||||||||||||
Payments for acquisitions, net of cash acquired(3)
|
— | (8,251) | (191,903) | (129,070) | (238,130) | |||||||||||||||||||||||||||
| Payments for common shares repurchased | (14,000) | (118,547) | (200,000) | (65,000) | (55,224) | |||||||||||||||||||||||||||
| Other Data: | ||||||||||||||||||||||||||||||||
| Cash dividends per share | $ | 1.20 | $ | 1.20 | $ | 1.20 | $ | 1.20 | $ | 1.20 | ||||||||||||||||||||||
| Number of employees | 6,185 | 6,352 | 6,701 | 5,886 | 6,026 | |||||||||||||||||||||||||||
| Number of facilities | 46 | 67 | 81 | 75 | 86 | |||||||||||||||||||||||||||
(1) Return on average assets is calculated as net income (loss) attributable to Deluxe divided by average assets for the period.
(2) Long-term obligations include the current and long-term portions of our debt obligations and finance lease obligations, as well as the current and long-term portions of our operating lease obligations as of December 31, 2020 and December 31, 2019.
(3) As discussed under the caption "Note 1: Significant Accounting Policies" appearing in Part II, Item 8 of this report, we revised the statements of cash flows for prior periods to correct the presentation of holdback payments for acquisitions and asset purchases.
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| ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||
Our 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; CEO Transition 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, capital structure and financial position;
•Off-Balance Sheet Arrangements, Guarantees and Contractual Obligations that discusses our financial commitments; and
•Critical Accounting Policies that discusses the policies we believe are most important to understanding the assumptions and judgments underlying our financial statements.
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 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 period 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.
| EXECUTIVE OVERVIEW | ||
Realignment – Effective January 1, 2020, we reorganized our reportable business segments to align with structural and management reporting changes in support of our growth strategy. We now operate 4 reportable 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. Further information regarding our segments and our product and service offerings can be found under the caption "Note 19: Business Segment Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.
COVID-19 impact on 2020 results – 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. Within Promotional Solutions, many of our business customers were significantly impacted by their customers' and governmental responses to the pandemic. Demand for promotional products declined, as our customers reduced or stopped their promotional activities when they were forced to close, and many of their operations are still limited. The decline in travel and event cancellations also reduced promotional spending. In our Checks segment, the volume of both business and personal checks declined as a result of the slowdown in the economy, while the impact in Cloud Solutions was primarily driven by a decline in data-driven marketing solutions, as clients suspended their marketing campaigns during this period of uncertainty. Within our Payments segment, the impact of the pandemic resulted in some reduction in payroll services revenue, as well as delays in new customer implementations. Partially offsetting these impacts was new revenue of $31.0 million during 2020 from sales of personal protective equipment (PPE) in our Promotional Solutions segment.
The impact of the COVID-19 pandemic on our revenue was most severe in April and began to improve throughout the remainder of the second quarter. The impact in the third and fourth quarters of the year remained relatively stable, with the fourth
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quarter benefiting from new business and some seasonality in Promotional Solutions. Despite the challenges of the pandemic, adjusted EBITDA margin was 20.4% for 2020, in line with our annual expectations prior to the pandemic. To bolster our liquidity at the beginning of the pandemic, we drew an additional $238.0 million on our $1.15 billion revolving credit facility in March 2020 and we suspended share repurchases for the remainder of 2020. We also took steps to reduce discretionary spending and other expenditures in line with the revenue decline. These steps included temporary salary reductions for all salaried employees, including our leadership team and board of directors, project delays, furloughs and other actions. We also delayed U.S. federal payroll tax payments under the Coronavirus Aid, Relief and Economic Security (CARES) Act. As a result of these actions and our stronger than expected performance, free cash flow for 2020 was $154.9 million and net debt as of December 31, 2020 was the lowest since June 30, 2018. As a result of our strong cash flow, we were able to end the temporary salary reductions, effective July 1, 2020. Also, during the second half of 2020, we repaid $300.0 million of the amount drawn on our revolving credit facility, reducing our outstanding debt by $43.5 million from December 31, 2019. Our priority is to maintain our financial strength, while simultaneously continuing our business transformation. While we reduced some expenditures during the first half of 2020, we subsequently decided to resume certain capital projects and to continue important systems implementation work, including our enterprise resource planning and sales technology implementations. In addition, we paid our regular quarterly dividend of $0.30 per share during each quarter of 2020.
We continue to monitor the impact of COVID-19 on all aspects of our business, including our operations, suppliers, customers, industry and workforce. We are keeping 2 primary goals in mind: (1) protecting our employees and customers and (2) continuing to serve the customers who rely on us. The situation surrounding COVID-19 remains fluid, and the potential for additional negative impacts on our results of operations, financial condition and/or liquidity increases the longer the virus impacts activity levels in the U.S. and the other countries in which we operate. During the first quarter of 2020, we successfully activated our business continuity plan to ensure uninterrupted operations and services. We have not experienced any significant interruptions in our supply chain to-date, and we currently do not expect significant future interruptions. Many of our facilities remain open, employees who have the ability to work from home continue to do so, and the success of our work-from-home model allowed us to accelerate certain site closures.
2020 results vs. 2019 – Numerous factors drove the increase in net income for 2020, as compared to 2019. The primary factor was a decrease in asset impairment charges of $293.0 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.
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Diluted EPS of $0.19 for 2020, as compared to diluted loss per share of $4.65 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 and growth in treasury management revenue. 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 $98.0 million, or $1.45 per 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. Net loss for 2019 included asset impairment charges of $391.0 million, or $7.94 per 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 are encouraged by the success to-date of our One Deluxe strategy. We believe revenue in 2020 benefited from sales-driven growth, although this growth was not large enough to overcome the impact of the COVID-19 pandemic. We signed new customers and expanded many of our relationships. We retained our strong client base and we signed numerous deals during 2020. New initiatives in our tele-sales centers led to increased cross-sell opportunities that improved average order value. During 2020, we upgraded our talent pool throughout product and business development and innovation, as we seek to drive differentiation in the market across all of our businesses. We also added new services such as Medical Payment Exchange (MPX) and Deluxe Payment Exchange, along with improved customer experiences. We took advantage of the new reality of working remotely in 2020 to accelerate our efforts to reduce our real estate footprint, closing 24 additional sites in 2020. We also expect to achieve future operating savings and significant capital avoidance by relocating both our Minnesota headquarters and our Atlanta technology facilities to more efficient spaces. Despite the pressures of the pandemic, we continued to execute on our technology infrastructure upgrades and renewals with a focus on optimization, gaining efficiencies and building scale for future growth. We remain optimistic about our transformation initiatives as we move into 2021.
Outlook for 2021
During 2021, we plan continued focus on growth in Payments and Cloud Solutions, specifically scaling and leveraging distribution and optimizing product offerings and solutions to drive new recurring revenue streams. In Promotional Solutions, we will remain focused on improving profitability and driving recurring revenue streams. Within Checks, we plan to continue managing profitability, while continuing to increase market share. We may also consider potential acquisitions within the payments and data spaces, focused on driving scale and/or adding technology that would provide additional value-added services to our customers.
While the overall economic recovery in 2021 remains uncertain, we believe that, by building on our 2020 actions, we will generate sales-driven revenue growth during 2021 in the range of 0% to 2%, primarily due to the combination of our sales performance and expected steady macroeconomic recovery from the COVID-19 pandemic. We expect that our first quarter financial performance will be similar to fourth quarter 2020 results, as we begin to lap the onset of the pandemic in March 2020. We are positioned for recovery to begin in the second quarter, enabling us to exit the year with revenue growth in the mid-single digits, and we expect that adjusted EBITDA margin for the full year will be between 20% and 21%, at the lower end of our long-term target range. We anticipate that our annual effective income tax rate for 2021 will be approximately 25%.
As of December 31, 2020, we held cash and cash equivalents of $123.1 million and $302.3 million was available for borrowing under our revolving credit facility. Our credit facility includes an accordion feature allowing us, subject to lender consent, to expand the facility from $1.150 billion to $1.425 billion. We anticipate that capital expenditures will be approximately $90.0 million in 2021, as we continue with important transformation work, innovation investments and building future 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 for the next 12 months. We were in compliance with our debt covenants as of December 31, 2020, and we anticipate that we will remain in compliance with our debt covenants throughout the next 12 months.
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| CONSOLIDATED RESULTS OF OPERATIONS | ||
Consolidated Revenue
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Total revenue | $ | 1,790,781 | $ | 2,008,715 | $ | 1,998,025 | (10.8%) | 0.5% | ||||||||||||||||||||||||
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, as discussed in Executive Overview. 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 some 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 our 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.
The increase in total revenue for 2019, as compared to 2018, was driven primarily by incremental revenue of approximately $65.1 million from businesses acquired, price increases in certain of our Checks sales channels and an increase in Cloud Solutions data-driven marketing volume. Information regarding our 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. These increases in revenue were partially offset by the continuing decline in order volume for both personal and business checks, as well as business forms and accessories sold by our Promotional Solutions segment. In addition, web and hosted solutions and marketing and promotional solutions volume, excluding incremental revenue from businesses acquired, declined approximately $14.7 million and $10.0 million, respectively. Revenue was also negatively impacted during 2019 by continued check pricing pressure within our financial institution sales channel.
Service revenue represented 31.3% of total revenue in 2020, 29.8% in 2019 and 27.3% in 2018. 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 19: 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:
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Payments | 16.9 | % | 13.4 | % | 11.2 | % | ||||||||||||||
| Cloud Solutions | 14.1 | % | 15.9 | % | 15.4 | % | ||||||||||||||
| Promotional Solutions | 29.6 | % | 31.9 | % | 33.0 | % | ||||||||||||||
| Checks | 39.4 | % | 38.8 | % | 40.4 | % | ||||||||||||||
Total revenue |
100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||
Consolidated Cost of Revenue
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Total cost of revenue | $ | 730,771 | $ | 812,935 | $ | 791,748 | (10.1%) | 2.7% | ||||||||||||||||||||||||
| Total cost of revenue as a percentage of total revenue | 40.8 | % | 40.5 | % | 39.6 | % | 0.3 pt. | 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 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
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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 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.
The increase in total cost of revenue for 2019, as compared to 2018, was primarily attributable to incremental costs of businesses acquired of approximately $32.9 million, as well as increased shipping and material rates and an increase in medical costs of approximately $5.0 million in 2019. Partially offsetting these increases in total cost of revenue was the impact of the lower order volume for both personal and business checks, as well as business forms and some accessories. In addition, manufacturing efficiencies and other benefits resulting from our continued cost reduction initiatives resulted in a reduction in total cost of revenue of approximately $10.0 million in 2019. Total cost of revenue as a percentage of total revenue increased as compared to 2018, due in large part to the increase in service revenue, including the impact of acquisitions, as well as the increase in shipping, materials and medical costs, partially offset by price increases in certain of our Checks sales channels.
Consolidated Selling, General & Administrative (SG&A) Expense
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| SG&A expense | $ | 841,658 | $ | 891,693 | $ | 854,000 | (5.6%) | 4.4% | ||||||||||||||||||||||||
| SG&A expense as a percentage of total revenue | 47.0 | % | 44.4 | % | 42.7 | % | 2.6 pt. | 1.7 pt. | ||||||||||||||||||||||||
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 initiatives such as transforming our brand and our website and expanding our sales capabilities, as well as ongoing new costs related to software-as-a-service 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.
The increase in SG&A expense for 2019, as compared to 2018, was driven by incremental costs of approximately $20.2 million from businesses acquired, excluding acquisition amortization, as well as investments in our One Deluxe transformation, increased commission rates on customer referrals, an increase of $7.0 million in share-based compensation expense, driven by an increase in the level of equity awards in 2019, a $6.5 million increase in medical costs and increased sales incentives in our data-driven marketing business. These increases in SG&A expense were partially offset by various expense reduction initiatives of approximately $40.0 million. Total SG&A expense as a percentage of revenue increased for 2019, as compared to 2018, as the investments in our transformation more than offset the impact of cost reductions.
In addition to the above factors, SG&A expense was also impacted by changes in the following items:
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Acquisition amortization (SG&A portion) | $ | 42,955 | $ | 59,108 | $ | 66,965 | $ | (16,153) | $ | (7,857) | ||||||||||||||||||||||
| Legal-related (benefit) costs | (2,164) | 6,420 | 10,502 | (8,584) | (4,082) | |||||||||||||||||||||||||||
| CEO transition costs | (30) | 9,390 | 7,210 | (9,420) | 2,180 | |||||||||||||||||||||||||||
Loss (gain) from sales of businesses and customer lists(1)
|
1,846 | 124 | (15,641) | 1,722 | 15,765 | |||||||||||||||||||||||||||
(1) Further information regarding the 2018 asset sales 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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Restructuring and Integration Expense
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Restructuring and integration expense | $ | 75,874 | $ | 71,248 | $ | 19,737 | $ | 4,626 | $ | 51,511 | ||||||||||||||||||||||
We are currently 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.
Asset Impairment Charges
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Asset impairment charges | $ | 97,973 | $ | 390,980 | $ | 101,319 | $ | (293,007) | $ | 289,661 | ||||||||||||||||||||||
Further information regarding our asset 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.
During 2020, we recorded asset impairment charges of $98.0 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.
During 2019, we recorded asset impairment charges of $391.0 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.
During 2018, we recorded asset impairment charges of $101.3 million related primarily to the goodwill and indefinite-lived trade name of our former Small Business Services Indirect reporting unit.
Interest Expense
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Interest expense | $ | 23,140 | $ | 34,682 | $ | 27,112 | (33.3%) | 27.9% | ||||||||||||||||||||||||
Weighted-average debt outstanding(1)
|
1,016,896 | 925,715 | 796,667 | 9.8% | 16.2% | |||||||||||||||||||||||||||
Weighted-average interest rate(1)
|
2.12 | % | 3.54 | % | 3.21 | % | (1.42) pt. | 0.33 pt. | ||||||||||||||||||||||||
(1) Amounts for 2018 include our obligations under finance leases, which were reported as debt in our consolidated balance sheets prior to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leasing, and related amendments on January 1, 2019.
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. Those funds were subsequently repaid and our total debt outstanding was $840.0 million as of December 31, 2020, compared to $883.5 million as of December 31, 2019.
The increase in interest expense for 2019, as compared to 2018, was driven primarily by our higher weighted-average debt level that funded share repurchases throughout 2019 and 2018 and acquisitions throughout 2018, as well as our higher weighted-average interest rate during 2019.
Income Tax Provision
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Income tax provision | $ | 21,680 | $ | 14,267 | $ | 63,001 | 52.0% | (77.4%) | ||||||||||||||||||||||||
| Effective tax rate | 70.9 | % | (7.7 | %) | 29.6 | % | 78.6 pt. | (37.3) pt. | ||||||||||||||||||||||||
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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 68.5 point increase in our tax rate in 2020 and the tax impact of share-based compensation resulted in an 8.5 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, resulting in a 4.5 point increase in our tax rate in 2020, as compared to 2019. Partially offsetting these increases in our effective tax rate was a 3.2 decrease in our state income tax rate. Further information regarding our effective tax rates for 2020 and 2019 can be found under the caption "Note 11: Income Tax Provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We anticipate that our annual effective income tax rate for 2021 will be approximately 25%.
The decrease in our effective income tax rate for 2019, as compared to 2018, was driven primarily by the nondeductible portion of the goodwill impairment charges in each period, combined with the impact of the asset impairment charges on pretax (loss) income in each period. The larger non-deductible goodwill impairment charge in 2019 resulted in a decrease in our effective tax rate of 36.4 points, as compared to 2018. 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, decreasing our tax rate 4.5 points. Partially offsetting these decreases in our effective income tax rate was an increase in our state income tax rate of 1.9 points, as compared to 2018. Further information regarding our effective tax rates for 2019 and 2018 can be found under the caption "Note 11: 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) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Net income (loss) | $ | 8,899 | $ | (199,897) | $ | 149,630 | 104.5 | % | (233.6 | %) | ||||||||||||||||||||||
| Diluted earnings (loss) per share | 0.19 | (4.65) | 3.16 | 104.1 | % | (247.2 | %) | |||||||||||||||||||||||||
Adjusted diluted EPS(1)
|
5.08 | 6.82 | 6.88 | (25.5 | %) | (0.9 | %) | |||||||||||||||||||||||||
(1) Information regarding the calculation of adjusted diluted EPS can be found in the following section, Reconciliation of Non-GAAP Financial Measures.
The change in net income and diluted EPS for 2020, as compared to 2019, was driven by the factors outlined in Executive Overview – 2020 results vs. 2019. The decrease in adjusted diluted 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 and growth in treasury management revenue.
We reported a net loss and diluted loss per share for 2019, compared to net income and diluted EPS for 2018. The primary factor contributing to the net loss in 2019 was a $289.7 million increase in asset impairment charges. Other factors that contributed to the net loss in 2019 included:
•an increase in restructuring, integration and other costs of $58.3 million in support of our growth strategies and to increase our efficiency;
•the continuing secular decline in check and forms usage;
•investments in our One Deluxe transformation;
•increased shipping and material rates, medical costs and interest expense;
•organic declines in web and hosted solutions and marketing and promotional solutions revenue;
•gains from sales of businesses and customer lists of $15.6 million in 2018;
•increased share-based compensation expense, driven by an increase in the level of equity awards in 2019; and
•an unfavorable effective income tax rate.
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Partially offsetting these increases in net loss and diluted loss per share were:
•a benefit in 2019 of approximately $50.0 million from continuing initiatives to reduce our cost structure;
•lower shares outstanding in 2019;
•the benefit of price increases in certain of our Checks sales channels;
•a $7.9 million decrease in acquisition amortization expense; and
•incremental earnings from businesses acquired.
The decrease in adjusted diluted EPS for 2019, as compared to 2018, was driven primarily by the continuing decline in checks, business forms and some accessories, investments in our One Deluxe transformation, increased shipping and material rates, increased medical costs and interest expense, lower organic web and hosted solutions and marketing and promotional solutions revenue, increased referral costs and continued check pricing pressure within our financial institution sales channel. These decreases in adjusted diluted EPS were partially offset by benefits from our cost reduction initiatives, lower shares outstanding in 2019, the benefit of price increases in certain of our Checks sales channels and incremental earnings from businesses acquired.
Adjusted EBITDA
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 364,542 | $ | 480,866 | $ | 509,297 | (24.2%) | (5.6%) | ||||||||||||||||||||||||
| Adjusted EBITDA margin | 20.4 | % | 23.9 | % | 25.5 | % | (3.5) pt. | (1.6) pt. | ||||||||||||||||||||||||
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 software-as-a-service 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.
Adjusted EBITDA decreased for 2019, as compared to 2018, driven primarily by the continuing decline in checks, business forms and some accessories, investments in our One Deluxe transformation, increased shipping and material rates, increased medical costs and lower organic web and hosted solutions and marketing and promotional solutions revenue. In addition, referral costs increased and check pricing pressure within our financial institution sales channel continued. These decreases in adjusted EBITDA were partially offset by benefits from our cost reduction initiatives, price increases in certain of our Checks sales channels and incremental earnings from businesses acquired.
Reconciliation of Non-GAAP Financial Measures
We have not reconciled adjusted EBITDA outlook guidance for 2021 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.
Free cash flow – 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
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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 share repurchases, dividends, mandatory and discretionary debt reduction and acquisitions or other strategic investments.
Net cash provided by operating activities reconciles to free cash flow as follows:
| Year Ended December 31, | ||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | |||||||||||||||||
| Net cash provided by operating activities | $ | 217,553 | $ | 286,653 | $ | 339,315 | ||||||||||||||
| Purchases of capital assets | (62,638) | (66,595) | (62,238) | |||||||||||||||||
| Free cash flow | $ | 154,915 | $ | 220,058 | $ | 277,077 | ||||||||||||||
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 and that there is less debt than the most comparable GAAP measure indicates.
Total debt reconciles to net debt as follows:
| (in thousands) | December 31, 2020 |
December 31, 2019 |
||||||||||||
| Total debt | $ | 840,000 | $ | 883,500 | ||||||||||
| Cash and cash equivalents | (123,122) | (73,620) | ||||||||||||
| Net debt | $ | 716,878 | $ | 809,880 | ||||||||||
Liquidity – We consider liquidity to be an important metric for demonstrating the amount of cash that is available or that could be readily 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.
| (in thousands) | December 31, 2020 |
|||||||
| Cash and cash equivalents | $ | 123,122 | ||||||
| Amount available for borrowing under revolving credit facility | 302,342 | |||||||
| Liquidity | $ | 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 reconciles to adjusted diluted EPS as follows:
| Year Ended December 31, | ||||||||||||||||||||
| (in thousands, except per share amounts) | 2020 | 2019 | 2018 | |||||||||||||||||
| Net income (loss) | $ | 8,899 | $ | (199,897) | $ | 149,630 | ||||||||||||||
| Net income attributable to non-controlling interest | (91) | — | — | |||||||||||||||||
| Net income (loss) attributable to Deluxe | 8,808 | (199,897) | 149,630 | |||||||||||||||||
| Asset impairment charges | 97,973 | 390,980 | 101,319 | |||||||||||||||||
| Acquisition amortization | 55,867 | 70,720 | 78,577 | |||||||||||||||||
| Restructuring, integration and other costs | 80,665 | 79,511 | 21,203 | |||||||||||||||||
CEO transition costs(1)
|
(30) | 9,390 | 7,210 | |||||||||||||||||
| Share-based compensation expense | 21,824 | 19,138 | 11,689 | |||||||||||||||||
| Acquisition transaction costs | 8 | 215 | 1,719 | |||||||||||||||||
| Certain legal-related (benefit) expense | (2,164) | 6,420 | 10,502 | |||||||||||||||||
| Loss (gain) on sales of businesses and customer lists | 1,846 | 124 | (15,641) | |||||||||||||||||
| Loss on debt retirement | — | — | 453 | |||||||||||||||||
| Adjustments, pre-tax | 255,989 | 576,498 | 217,031 | |||||||||||||||||
Income tax provision impact of pre-tax adjustments(2)
|
(49,941) | (81,868) | (39,715) | |||||||||||||||||
| Impact of federal tax reform | — | — | (1,700) | |||||||||||||||||
| Adjustments, net of tax | 206,048 | 494,630 | 175,616 | |||||||||||||||||
| Adjusted net income attributable to Deluxe | 214,856 | 294,733 | 325,246 | |||||||||||||||||
| Income allocated to participating securities | (77) | (414) | (1,336) | |||||||||||||||||
| Re-measurement of share-based awards classified as liabilities | (803) | 64 | (471) | |||||||||||||||||
| Adjusted income attributable to Deluxe available to common shareholders | $ | 213,976 | $ | 294,383 | $ | 323,439 | ||||||||||||||
| Weighted-average shares and potential common shares outstanding | 42,142 | 43,029 | 46,991 | |||||||||||||||||
Adjustment(3)
|
(27) | 158 | (2) | |||||||||||||||||
| Adjusted weighted-average shares and potential common shares outstanding | 42,115 | 43,187 | 46,989 | |||||||||||||||||
| GAAP diluted earnings (loss) per share | $ | 0.19 | $ | (4.65) | $ | 3.16 | ||||||||||||||
| Adjustments, net of tax | 4.89 | 11.47 | 3.72 | |||||||||||||||||
| Adjusted Diluted EPS | $ | 5.08 | $ | 6.82 | $ | 6.88 | ||||||||||||||
(1) In 2019 and 2018, 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 calculation of adjusted diluted EPS differs from that used in the GAAP diluted EPS calculations because of the impact on the GAAP calculations of the net losses in certain of the periods in each year.
Adjusted EBITDA – We believe that adjusted EBITDA is useful in evaluating our operating performance, as the calculation eliminates 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 adjusted EBITDA 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 depicts 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.
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Net income (loss) reconciles to adjusted EBITDA as follows:
| Year Ended December 31, | ||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | |||||||||||||||||
| Net income (loss) | $ | 8,899 | $ | (199,897) | $ | 149,630 | ||||||||||||||
| Non-controlling interest | (91) | — | — | |||||||||||||||||
| Depreciation and amortization expense | 110,792 | 126,036 | 131,100 | |||||||||||||||||
| Interest expense | 23,140 | 34,682 | 27,112 | |||||||||||||||||
| Income tax provision | 21,680 | 14,267 | 63,001 | |||||||||||||||||
| Asset impairment charges | 97,973 | 390,980 | 101,319 | |||||||||||||||||
| Restructuring, integration and other costs | 80,665 | 79,511 | 21,203 | |||||||||||||||||
CEO transition costs(1)
|
(30) | 9,390 | 7,210 | |||||||||||||||||
| Share-based compensation expense | 21,824 | 19,138 | 11,689 | |||||||||||||||||
| Acquisition transaction costs | 8 | 215 | 1,719 | |||||||||||||||||
| Certain legal-related (benefit) expense | (2,164) | 6,420 | 10,502 | |||||||||||||||||
Loss (gain) on sales of businesses and customer lists |
1,846 | 124 | (15,641) | |||||||||||||||||
| Loss on debt retirement | — | — | 453 | |||||||||||||||||
| Adjusted EBITDA | $ | 364,542 | $ | 480,866 | $ | 509,297 | ||||||||||||||
(1) In 2019 and 2018, 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, sales and human resources 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. Our restructuring and integration activities began to increase during the second half of 2019, as we began pursuing several initiatives designed to focus our business behind our growth strategy and to increase our efficiency. 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 related to optimizing our business processes in line with our growth strategies. While we reduced certain expenditures during the first half of 2020 in response to the COVID-19 pandemic, we subsequently decided to resume certain capital projects and to continue important system implementation work.
The majority of the employee reductions included in our restructuring and integration accruals as of December 31, 2020 are expected to be completed in the first quarter of 2021, and we expect most of the related severance payments to be paid in the first half of 2021. As a result of our employee reductions, we realized cost savings of approximately $25.0 million in SG&A expense and $5.0 million in total cost of revenue in 2020, in comparison to our 2019 results of operations, which represents a portion of the total net cost reductions we realized in 2020. For those employee reductions included in our restructuring and integration accruals through December 31, 2020, we expect to realize cost savings of approximately $35.0 million in SG&A expense and $1.0 million in total cost of revenue in 2021, in comparison to our 2020 results of operations, which represents a portion of the total net cost reductions we expect to realize in 2021. In addition, we closed 24 facilities during 2020 and we expect to close additional facilities during 2021. These facilities primarily contain sales and administrative functions, and most of the impacted employees have converted to a work-from-home model. We anticipate annual savings of more than $10.0 million from these facility closures, once they are complete.
| CEO TRANSITION COSTS | ||
In April 2018, we announced the retirement of Lee Schram, our former CEO. Mr. Schram remained employed under the terms of a transition agreement through March 1, 2019. Under the terms of this agreement, we provided certain benefits to Mr. Schram, including a transition bonus in the amount of $2.0 million that was paid in March 2019. In addition, modifications were made to certain of his share-based payment awards. In conjunction with the CEO transition, we offered retention agreements to
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certain members of our management team under which each employee was entitled to receive a cash bonus equal to his or her annual base salary or up to 1.5 times his or her annual base salary if he or she remained employed during the retention period, generally from July 1, 2018 to December 31, 2019, and complied with certain covenants. In addition to these expenses, we incurred certain other costs related to the CEO transition process, including executive search, legal, travel and board of directors fees in 2018. During 2019, we incurred consulting fees related to the evaluation of our strategic plan and we expensed the majority of the current CEO's signing bonus. CEO transition costs are included in SG&A expense on the consolidated statements of income (loss) and were $9.4 million in 2019 and $7.2 million in 2018. Accruals for CEO transition costs were $4.4 million as of December 31, 2019 and were included in accrued liabilities on the consolidated balance sheet. All of these amounts were paid during 2020.
| SEGMENT RESULTS | ||
Effective January 1, 2020, we reorganized our reportable business segments to align with structural and management reporting changes in support of our growth strategy. We currently operate 4 reportable 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 19: Business Segment Information” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report, where information regarding our product and service offerings can also be found.
Payments
Results for our Payments segment were as follows:
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Total revenue | $301,901 | $269,573 | $224,546 | 12.0% | 20.1% | |||||||||||||||||||||||||||
| Adjusted EBITDA | 68,117 | 74,384 | 59,016 | (8.4%) | 26.0% | |||||||||||||||||||||||||||
| Adjusted EBITDA margin | 22.6 | % | 27.6 | % | 26.3 | % | (5.0) pt. | 1.3 pt. | ||||||||||||||||||||||||
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 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 expected COVID-19-related delays in new customer implementations. Throughout 2020, we expanded the number of financial institution partners that utilize our full suite of capabilities, and during 2021, we will continue to work with these partners to on-board these services and to expand the number of full-service clients.
The increase in total revenue for 2019, as compared to 2018, was driven by incremental treasury management revenue of approximately $49.1 million from businesses acquired. Information regarding our 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. Partially offsetting this increase in revenue was a decrease in treasury management volume of $3.6 million due to a customer electing to bring its services in-house, as well as a reduction in software maintenance revenue.
The increases in adjusted EBITDA and adjusted EBITDA margin for 2019, as compared to 2018, were primarily driven by incremental earnings of the acquired businesses, as well as continuing cost reduction initiatives across functional areas. Partially offsetting these increases were investments in our One Deluxe strategy and increased medical costs in 2019.
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Cloud Solutions
Results for our Cloud Solutions segment were as follows:
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Total revenue | $252,773 | $318,383 | $307,589 | (20.6%) | 3.5% | |||||||||||||||||||||||||||
| Adjusted EBITDA | 61,580 | 77,199 | 69,976 | (20.2%) | 10.3% | |||||||||||||||||||||||||||
| Adjusted EBITDA margin | 24.4 | % | 24.2 | % | 22.7 | % | 0.2 pt. | 1.5 pt. | ||||||||||||||||||||||||
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 sales and marketing costs, and the benefit of 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. We expect that the loss of revenue associated with certain product exits in the fourth quarter of 2020 will continue to impact revenue in 2021, but we anticipate adjusted EBITDA margins to remain in the low-to-mid 20% range.
The increase in total revenue for 2019, as compared to 2018, was driven by incremental revenue from businesses acquired of approximately $14.6 million. Information regarding our 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. In addition, data-driven marketing revenue increased $10.9 million, as compared to 2018, driven by new campaigns and growth in existing client spend. Partially offsetting these revenue increases was softness in web and hosted solutions driven primarily by the events that occurred in the third quarter of 2019.
The increase in adjusted EBITDA and adjusted EBITDA margin for 2019, as compared to 2018, was driven by growth in data-driven marketing revenue and the contribution of the acquired businesses, as well as cost saving initiatives designed to bring our cost structure in line with the level of web and hosted solutions revenue. In addition, adjusted EBITDA margin benefited from a more favorable product mix.
Promotional Solutions
Results for our Promotional Solutions segment were as follows:
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Total revenue | $529,649 | $640,892 | $658,357 | (17.4%) | (2.7%) | |||||||||||||||||||||||||||
| Adjusted EBITDA | 66,620 | 101,293 | 105,586 | (34.2%) | (4.1%) | |||||||||||||||||||||||||||
| Adjusted EBITDA margin | 12.6 | % | 15.8 | % | 16.0 | % | (3.2) pt. | (0.2) pt. | ||||||||||||||||||||||||
The decrease in total revenue for 2020, as compared to 2019, was driven primarily by the impact of the COVID-19 pandemic, as our small business and enterprise customers reacted to the current 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 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. Revenue for the fourth quarter of 2020 increased 15.3% over the third quarter of 2020, primarily in marketing and promotional solutions, partially due to seasonality in certain of our products. We believe revenue will continue to improve in 2021, but we are not expecting a rapid recovery in this segment until COVID-19 impacts abate.
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The decrease in adjusted EBITDA for 2020, as compared to 2019, was primarily driven 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 actions taken in response to COVID-19, various cost reductions unrelated to our response to the COVID-19 pandemic, primarily 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 actions taken in response to COVID-19 and the other cost savings realized. We are anticipating improved adjusted EBITDA margins in 2021, as a result of cost reduction actions taken in 2020, including changes in key distribution relationships that will continue in 2021.
The decrease in total revenue for 2019, as compared to 2018, was driven primarily by the continued secular decline in business forms and some accessories, the loss of a large customer and a decline in promotional products volume.
The decreases in adjusted EBITDA and adjusted EBITDA margin for 2019, as compared to 2018, were driven by the lower order volume, investments in our One Deluxe strategy, increased medical costs and higher materials and shipping rates. These decreases were partially offset by the benefits of our cost reductions initiatives, including efficiency initiatives and spending reductions.
Checks
Results for our Checks segment were as follows:
| Change | ||||||||||||||||||||||||||||||||
| (in thousands) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Total revenue | $706,458 | $779,867 | $807,533 | (9.4%) | (3.4%) | |||||||||||||||||||||||||||
| Adjusted EBITDA | 341,705 | 402,662 | 415,221 | (15.1%) | (3.0%) | |||||||||||||||||||||||||||
| Adjusted EBITDA margin | 48.4 | % | 51.6 | % | 51.4 | % | (3.2) pt. | 0.2 pt. | ||||||||||||||||||||||||
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. Based on our client retention rate and new business that we won during 2020, we anticipate revenue declines in 2021 to return to mid-single digits.
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 actions taken in response to COVID-19. We continue to focus on scaling our operating expenses to match anticipated check volumes, while we make strategic investments in this business.
The decrease in total revenue for 2019, as compared to 2018, was primarily due to the reduction in orders stemming from the continuing secular decline in check usage. This decrease in revenue was partially offset by the benefit of price increases in certain sales channels.
The decrease in adjusted EBITDA for 2019, as compared to 2018, was due primarily to the revenue decline, increased material and shipping rates, as well as increased referral and medical costs. These decreases were partially offset by benefits from our cost reduction initiatives, including lower advertising expense driven by advertising print reduction initiatives, efficiency initiatives and spending reductions. These cost reductions drove the increase in adjusted EBITDA margin for 2019, as compared to 2018.
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| CASH FLOWS AND LIQUIDITY | ||
As of December 31, 2020, we held cash and cash equivalents of $123.1 million and cash and cash equivalents included in funds held for customers of $106.3 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) | 2020 | 2019 | 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
Net cash provided by operating activities |
$ | 217,553 | $ | 286,653 | $ | 339,315 | $ | (69,100) | $ | (52,662) | ||||||||||||||||||||||
Net cash used by investing activities |
(56,093) | (72,397) | (253,059) | 16,304 | 180,662 | |||||||||||||||||||||||||||
Net cash used by financing activities |
(110,555) | (190,148) | (62,180) | 79,593 | (127,968) | |||||||||||||||||||||||||||
Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents |
3,693 | 5,444 | (7,636) | (1,751) | 13,080 | |||||||||||||||||||||||||||
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents |
$ | 54,598 | $ | 29,552 | $ | 16,440 | $ | 25,046 | $ | 13,112 | ||||||||||||||||||||||
Free cash flow(1)
|
$ | 154,915 | ||||||||||||||||||||||||||||||