Form: 8-K/A

Current report filing

September 10, 2004

Documents



Exhibit 99



Unaudited Pro Forma Combined Financial Statements


On July 9, 2004, we filed a Current Report on Form 8-K to report our acquisition of all of the common shares of NEBS via a cash tender offer and subsequent short-form merger. The acquisition of NEBS was completed on June 25, 2004. The assets acquired and liabilities assumed from NEBS were included in our unaudited consolidated balance sheet as of June 30, 2004, which was included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 as filed with the Commission on August 6, 2004. As such, a pro forma combined balance sheet as of June 30, 2004 is not presented here.


The following unaudited pro forma combined statements of income give effect to (i) the acquisition of NEBS, (ii) our borrowings under the Bridge Revolving Credit Agreement, dated as of May 24, 2004, by and between us, Bank One, NA, The Bank of New York and Wachovia Bank, National Association to finance our acquisition of NEBS and (iii) additional borrowings under our commercial paper program to finance our acquisition of NEBS, as if they occurred on January 1, 2003. The unaudited pro forma information has been derived from, and should be read in conjunction with, the historical consolidated financial statements of Deluxe Corporation and NEBS and the accompanying notes thereto. We have a fiscal year-end of December 31 and, prior to the acquisition, NEBS had a fiscal year-end of the last Saturday in June. The unaudited pro forma combined statement of income for the year ended December 31, 2003 includes our results for our fiscal year 2003 and NEBS results for the period from December 29, 2002 through December 27, 2003. The unaudited pro forma combined statement of income for the six months ended June 30, 2004 includes our results for the period from January 1, 2004 through June 30, 2004 and NEBS results for the period from December 28, 2003 through June 25, 2004.


The estimated purchase price for NEBS has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. This allocation is preliminary, pending detailed analysis and outside appraisals of the fair values of the assets acquired and liabilities assumed, as well as completion of management’s integration plans. Once the analyses and the asset and liability appraisals are completed, the allocation of the purchase price will be finalized. We anticipate that these analyses and appraisals will be completed within the next few months, at which time the allocation of the purchase price to the assets acquired and liabilities assumed will be adjusted accordingly.


The unaudited pro forma combined statements of income have been prepared in accordance with the rules and regulations of the Commission. These statements are intended for informational purposes only and are not necessarily indicative of the future results of operations of the combined company after the acquisition, or the results of operations of the combined company that would have actually occurred had the acquisition been completed as of the date indicated. For example, we anticipate realizing the benefit of synergies between the two companies and we anticipate incurring charges related to integration activities. We also intend to refinance a portion of the short-term debt issued to complete the acquisition of NEBS with long-term debt. The benefits and charges resulting from these actions are not reflected in the unaudited pro forma combined statements of income in accordance with the rules of the Commission.











Unaudited Pro Forma Combined Statement of Income

For the Year Ended December 31, 2003

(dollars and shares in thousands, except per share amounts)



Deluxe
Corporation
Historical
NEBS Pro Forma
(see Note 3)
Pro Forma
Adjustments
(see Note 4)
Pro Forma
Combined

  Revenue     $ 1,242,141   $ 726,613   $     $ 1,968,754  
        Cost of goods sold       425,965     310,198           736,163  



  Gross Profit       816,176     416,415           1,232,591  
        
       Selling, general and administrative expense       492,511     364,451     28,811 (a)   885,773  
       Asset impairment and net disposition losses       4,744     13,363           18,107  




  Operating Income       318,921     38,601     (28,811 )   328,711  
       
       Other (expense) income       (669 )   2,917           2,248  




  Income Before Interest and Taxes       318,252     41,518     (28,811 )   330,959  
        
       Interest expense       (19,241 )   (7,917 )   (21,300 )(b)   (47,293 )
                    1,165  (c)      
       Interest income       369     343           712  




  Income Before Income Taxes       299,380     33,944     (48,946 )   284,378  
        
       Provision for income taxes       106,908     18,324     (17,131) (d)   108,101  




  Net Income     $ 192,472   $ 15,620   $ (31,815 ) $ 176,277  




       
  Earnings per Share:    
                                           Basic     $ 3.53               $ 3.23  
                                           Diluted       3.49                 3.19  
     
  Average common shares outstanding:    
                                           Basic       54,523                 54,523  
                                           Diluted       55,228                 55,228  


The accompanying notes are an integral part of the unaudited pro forma combined financial statements.







Unaudited Pro Forma Combined Statement of Income

For the Six Months Ended June 30, 2004

(dollars and shares in thousands, except per share amounts)


Deluxe
Corporation
Historical
NEBS Pro Forma
(see Note 3)
Pro Forma
Adjustments
(see Note 4)
Pro Forma
Combined

Revenue     $ 618,211   $ 350,138   $     $ 968,349  
      Cost of goods sold       209,752     148,621           358,373  



Gross Profit       408,459     201,517           609,976  
      
     Selling, general and administrative expense       246,735     181,061     15,248 (a)   443,044  
     Asset impairment and net disposition losses       78     —           78  




Operating Income       161,646     20,456     (15,248 )   166,854  
     
     Other income       653     20           673  




Income Before Interest and Taxes       162,299     20,476     (15,248 )   167,527  
      
     Interest expense       (10,378 )   (4,507 )   (10,650 )(b)   (24,952 )
                    583 (c)      
     Interest income       197     84           281  




Income Before Income Taxes       152,118     16,053     (25,315 )   142,856  
      
     Provision for income taxes       58,468     6,494     (8,860 )(d)   56,102  




Net Income     $ 93,650   $ 9,559   $ (16,455 ) $ 86,754  




       
  Earnings per Share:    
                                           Basic     $ 1.87               $ 1.73  
                                           Diluted       1.86                 1.72  
     
  Average common shares outstanding:    
                                           Basic       50,061                 50,061  
                                           Diluted       50,473                 50,473  


The accompanying notes are an integral part of the unaudited pro forma combined financial statements.







Notes to Unaudited Pro Forma Combined Statements of Income


Note 1:  Basis of pro forma presentation


The accompanying unaudited pro forma combined statements of income and related notes are unaudited. In the opinion of management, the pro forma financial statements include all adjustments necessary for a fair presentation of our pro forma results of operations. These financial statements should be read in conjunction with the audited financial statements and related notes included in our Annual Report on Form 10-K as filed with the Commission on March 12, 2004 and NEBS Annual Report on Form 10-K as filed with the Commission on September 5, 2003.


In accordance with the rules and regulations of the Commission, unaudited combined statements may omit or condense certain information and disclosures normally required for a complete set of financial statements prepared in accordance with generally accepted accounting principles. However, management believes that the notes to the unaudited pro forma combined statements of income contain disclosures adequate to make the information presented not misleading.



Note 2: Purchase price allocation


On June 25, 2004, we acquired via a tender offer approximately 98% of the common stock of NEBS for $44 per share. Immediately following the close of the tender offer, we completed a merger under which NEBS became a wholly-owned subsidiary and we became obligated to acquire the untendered shares at a price of $44 per share. We also agreed to redeem all outstanding NEBS stock options for $44 per option less the option exercise price. The estimated total purchase price for the acquisition was comprised of the following (dollars in thousands):


Cash payments for NEBS common stock


$

585,351

 

Cash payments to redeem NEBS stock options


 

44,078

 

Direct costs of the acquisition


 

9,854

 

   Total estimated purchase price


$

639,283

 


 




The estimated purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. This allocation is preliminary, pending detailed analysis and outside appraisals of the fair values of the assets acquired and liabilities assumed, as well as completion of management’s integration plans. Once the analyses and the asset and liability appraisals are completed, the allocation of the purchase price will be finalized. We anticipate that these analyses and appraisals will be completed within the next few months, at which time the allocation of the purchase price to the assets acquired and liabilities assumed will be adjusted accordingly. The following illustrates our preliminary allocation of the purchase price to the assets acquired and liabilities assumed (dollars in thousands):


Cash and cash equivalents


   

$

14,681

 

Trade accounts receivable


     

71,563

 

Inventories and supplies


     

41,729

 

Deferred income taxes


     

18,210

 

Other current assets


 

 

 

11,673

 

Long-term investments


     

2,974

 

Property, plant and equipment


     

43,393

 

Assets held for sale


     

1,378

 

Intangibles


     

342,430

 

Goodwill


     

442,657

 

Other non-current assets


     

10,617

 

Accounts payable


     

(34,729

)

Accrued liabilities


     

(73,251

)

Long-term debt due within one year


 

 

 

(10,417

)

Long-term debt


     

(155,203

)

Deferred income taxes


     

(85,410

)

Other non-current liabilities


     

(3,012

)

    Total purchase price


 

 

$

639,283

 


Our preliminary valuation of acquired intangible assets indicates that the fair value of the intangible assets acquired exceeds NEBS historical carrying value for those assets by approximately $220 million. The estimated fair values for these assets are based on preliminary asset appraisals completed by an independent third party. The intangibles acquired consist primarily of trade names and customer lists. The majority of the trade names are expected to be assigned indefinite useful lives. Thus, these assets will not be amortized, but will be analyzed for impairment as required under generally accepted accounting principles. The customer lists are expected to be amortized using accelerated methods over a weighted-average period of approximately seven years. Total amortization expense for acquired trade names and customer lists is expected to be as follows over the next five years based on our preliminary asset valuations (dollars in thousands):


2005        $  35,703
2006            29,263
2007            22,894
2008            17,565
2009            11,055







Note 3: NEBS pro forma results


The NEBS pro forma results reflect NEBS historical results of operations, adjusted to include acquisitions which NEBS completed during and subsequent to the pro forma periods. In June 2003, NEBS acquired all of the outstanding shares of Safeguard Business Systems, Inc. (SBS), in January 2004, NEBS acquired certain assets of Stephen Fossler Company, Inc. and in April 2004, NEBS acquired certain assets and liabilities of Alles Corporation. The unaudited NEBS pro forma results of operations give effect to these acquisitions as if they had occurred as of January 1, 2003. The unaudited historical results for the period from December 29, 2002 through December 27, 2003, includes goodwill and asset impairment charges of $13.2 million related to NEBS PremiumWear apparel business.


The following illustrates the compilation of NEBS pro forma results for the period from December 29, 2002 through December 27, 2003 (dollars in thousands):

Historical
(unaudited)

NEBS Acquired
Businesses
Pro Forma
Adjustments
NEBS Pro Forma

Revenue     $ 633,892   $ 92,721   $     $ 726,613  
      Cost of goods sold       267,494     42,704           310,198



Gross Profit       366,398     50,017           416,415  
 
     Selling, general and administrative expense       315,055     48,493     903  (i)   364,451  
     Asset impairment and net disposition losses       13,249     114           13,363  




Operating Income       38,094     1,410     (903 )   38,601  
 
     Other income       1,027     1,890           2,917  




Income Before Interest and Taxes       39,121     3,300     (903 )   41,518  
 
     Interest expense       (6,665 )   (999 )   (253 )(ii)   (7,917 )
     Interest income       251     92           343




Income Before Income Taxes       32,707     2,393     (1,156 )   33,944  
 
     Provision for income taxes       16,984     1,745     (405 )(iii)   18,324  




Net Income     $ 15,723   $ 648   $ (751 ) $ 15,620  










The following illustrates the compilation of NEBS pro forma results for the period from December 28, 2003 through June 25, 2004 (dollars in thousands):

Historical
(unaudited)

NEBS Acquired
Businesses
Pro Forma
Adjustments
NEBS Pro Forma

Revenue     $ 347,791   $ 2,347   $     $ 350,138  
      Cost of goods sold       147,090     1,531           148,621  



Gross Profit       200,701     816           201,517  
 
     Selling, general and administrative expense       180,167     894           181,061  



Operating Income       20,534     (78 )         20,456  
 
     Other income       —     20           20  



Income Before Interest and Taxes       20,534     (58 )         20,476  
 
     Interest expense       (4,507 )   (20 )   20  (ii)   (4,507 )
     Interest income       83     1           84  




Income Before Income Taxes       16,110     (77 )   20     16,053  
 
     Provision for income taxes       6,514     (27 )   7  (iii)   6,494  




Net Income     $ 9,596   $ (50 ) $ 13   $ 9,559  






 (i)  To record incremental amortization expense for acquired intangible assets.


(ii) To eliminate interest expense recorded in the acquired companies’ historical financial statements. SBS’ debt was required to be paid immediately upon acquisition. No debt was assumed under the purchases of Stephen Fossler Company and Alles Corporation. Additionally, to record interest expense on the borrowings to effect the acquisitions, using NEBS actual interest rate on the borrowings immediately following completion of the acquisitions.


(iii) To record the tax effect of the NEBS pro forma adjustments at the federal statutory tax rate of 35%.



Note 4: Pro forma adjustments


The following pro forma adjustments have been made to the historical financial statements based upon the preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition, as well as to reflect interest expense on the borrowings to complete the acquisition:


a)

To record incremental amortization expense for the intangible assets acquired. See Note 2: Purchase price allocation for discussion of the intangible assets acquired.

b)

To record interest expense on the borrowings to effect the acquisition, using our actual interest rate on the borrowings immediately following completion of the acquisition, as follows (dollars in thousands):

Bridge line of credit:  $475,000 at 4.0%

Commercial paper:  $164,283 at 1.4%


If the interest rate on these borrowings were to fluctuate by 1/8%, this would increase or decrease the interest expense amount used in the pro forma adjustment by $0.8 million for the year ended December 31, 2003 and $0.4 million for the six months ended June 30, 2004.

We intend to refinance a portion of the short-term debt we issued to complete the acquisition of NEBS with long-term debt. Debt issuance activities are subject to market and interest rate conditions. As such, we can




provide no assurance as to the timing and/or amount of debt that we may issue or whether the terms of the debt will be favorable to us.

c)

To record a reduction in interest expense associated with adjusting acquired debt to fair value. Upon acquisition, the debt assumed from NEBS was adjusted to its fair market value. This adjustment resulted in a debt premium, which is amortized over the term of the debt as a reduction of interest expense.

d)

To record the tax effect of the pro forma adjustments at the federal statutory tax rate of 35%.