10-K405: Annual report [Sections 13 and 15(d), S-K Item 405]
Published on April 1, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the fiscal year ended December 31, 1995.
Commission file number 1-7945.
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-0216800
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3680 Victoria St. N., Shoreview, Minnesota 55126-2966
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number: (612) 483-7111.
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $1.00 per share New York Stock Exchange
(Title of Class) (Name of each exchange on which
registered)
Securities registered pursuant to Section 12(g) of the Act: None.
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. X Yes No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ x ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is $2,674,816,268 based on the average bid and asked prices of the
stock on the New York Stock Exchange on March 11, 1996. The number of
outstanding shares of the registrant's common stock as of March 11, 1996, is
82,454,607.
Documents Incorporated by Reference:
1. Portions of the registrant's annual report to shareholders for the
fiscal year ended December 31, 1995, are incorporated by reference in
Parts I, II and IV.
2. Portions of the registrant's proxy statement dated March 27, 1996, are
incorporated by reference in Part III.
DELUXE CORPORATION
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Deluxe Corporation provides products and services primarily to the financial
payment systems industry and also markets specialty products to small businesses
and consumers. The Company began business in 1915 in St. Paul, Minnesota,
printing checks for banks and their customers. The Company today is
headquartered in Shoreview, Minnesota, and has facilities in the United States,
Puerto Rico, Canada and the United Kingdom. The Company's products and services
are sold primarily in the United States. Unless the context otherwise requires,
the term the "Company" refers to Deluxe Corporation and its subsidiaries.
The Company's operations are conducted by Deluxe Corporation and 14 wholly
owned subsidiaries. The marketing operations of the Company are divided between
two market-serving units: Deluxe Financial Services and Deluxe Direct.
DELUXE FINANCIAL SERVICES
Deluxe Financial Services provides check printing, electronic funds transfer,
software and related services to the financial industry; payment systems
protection services, including check authorization, account verification, and
collection services, to financial institutions and retailers; credit card
processing services to retailers; and electronic benefit transfer services to
state governments. Deluxe Financial Services had net sales of approximately $1.2
billion in 1995, accounting for approximately 63 percent of the Company's total
sales.
CHECK PRINTING
Deluxe prints and sells to financial institutions and depositors checks and
related banking forms. The Company is the nation's leading printer of checks for
financial institutions, having an approximately 50 percent share of the
estimated $1.6 billion U.S. financial institution check market. During 1995, the
Company made gross sales of checks and related banking forms in excess of
$100,000 to approximately 1,907 financial institutions (not including branches
as separate entities).
Depositors commonly submit initial check orders and reorders to their
financial institutions, which forward them to one of the Company's printing
plants. Printed checks are shipped directly by the Company to the depositors,
typically on the business day after receipt of the order. The Company's charges
are paid by the financial institutions, which in turn usually deduct the charges
from the depositors' accounts. The Company endeavors to produce and ship all
financial institution check orders within two days after receipt of order. In
1995, the Company delivered 99.81 percent of such check orders error-free.
Payment systems and methods have been changing in the United States in recent
years as banking and other industries have introduced alternatives to the
traditional check, including charge cards, credit cards, debit cards and
electronic payments, among others. Sales of checks to
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financial institutions have been subject to increased competition and consequent
pressure on prices. In addition, the direct mail segment of the check market is
growing rapidly as a lower-priced alternative to financial institution checks
and in 1995 represented an estimated 17 percent of the personal check market.
These developments have produced a mature market for checks and have accelerated
pricing pressure on the Company's check sales. As a result, financial
institution check printing revenues have declined in recent years.
The Company believes that revenues from traditional pocket and deskbook size
check sales to financial institutions will likely continue to decline in the
future. To stabilize check printing operations and improve profitability, the
Company has focused on controlling expenses and increasing efficiency (see
"Recent Developments"), and on higher margin products and services, such as
specially designed checks and licensed check designs. At the same time, the
growing direct mail check segment has been an opportunity for the Company's
Current, Inc., subsidiary, the nation's largest supplier of direct mail personal
checks. See "Deluxe Direct."
The Company also sells personalized plastic automated teller machine (ATM)
cards and credit and debit cards to financial institutions and retailers, and
driver's licenses and other identification cards to government agencies. In
addition, the Company prints direct communications products, such as letter
checks and other personalized marketing products used by financial institutions.
ELECTRONIC FUNDS TRANSFER
Deluxe Data Systems, Inc., provides electronic funds transfer processing and
software and is the nation's largest third-party transaction processor for
regional ATM networks. Deluxe Data processed approximately 1.7 billion
transactions in 1995. Deluxe Data also provides services in emerging debit
markets, including electronic benefit transfer (EBT) and retail point-of-sale
(POS) transaction processing. EBT programs use ATM and POS terminals to deliver
food stamps and welfare assistance. Deluxe Data currently supports EBT programs
for the state governments of Maryland, New Jersey, Utah and Kansas and has
recently been awarded contracts to serve the Southern Alliance of States and the
Northeast Coalition of States.
PAYMENT SYSTEMS PROTECTION SERVICES
CHECK AUTHORIZATION
Electronic Transaction Corporation (ETC) is the nation's largest check
authorization service for retailers. Through its Shared Check Authorization
Network (SCAN), ETC maintains a database of individuals who have outstanding
dishonored checks. In addition, it provides closed account data supplied by
ChexSystems, Inc., a Deluxe subsidiary, and other parties. Using SCAN,
participating retailers authorized more than 2.1 billion checks in 1995.
ACCOUNT VERIFICATION
ChexSystems, Inc., provides account verification services for financial
institutions and served more than 64,000 financial institution office locations
in 1995. ChexSystems maintains a database of individuals who previously have had
checking accounts closed for cause. It also provides SCAN data relating to
dishonored checks to financial institutions. Financial institutions access this
data in considering whether to open checking accounts for individual applicants.
ChexSystems also performs collection services for financial institutions.
COLLECTION SERVICES
National Revenue Corporation (NRC) and its affiliates provide collection and
accounts receivable management services to retail, financial, medical and
commercial credit grantors. NRC has 32 sales offices nationwide and conducts
collection activity for approximately 25,000 business, government and
professional clients.
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CREDIT CARD PROCESSING
Financial Alliance Processing Services, Inc., which was acquired during
January, 1995, is a full-service credit card processor enabling retailers to
accept payment by credit card. In 1995, Financial Alliance processed
approximately 27 million credit card transactions and provided services to more
than 270 financial institutions and 60,000 retailers.
DELUXE DIRECT
Deluxe Direct provides direct mail checks to households and small businesses.
It also markets forms, record-keeping systems, specialty papers, and other
products to small businesses; provides tax forms and electronic tax filing
services to tax preparers; and sells direct mail greeting cards, gift wrap, and
related products to households. Deluxe Direct had net sales of approximately
$678.5 million in 1995, accounting for approximately 37 percent of the Company's
total sales.
Deluxe Direct markets its products primarily through Current, Inc.,
PaperDirect, Inc., and the General Business Forms and Health Care Forms
divisions of Deluxe Corporation.
Current is the nation's leading direct mail supplier of checks and social
expression products, including greeting cards, gift wrap, small gifts and
related products. Current is the largest supplier among the approximately 30
companies engaged in selling checks by direct mail. Current's social expression
business is seasonal and based on holidays. Historically, more than one-third of
Current's annual sales have been made in the fourth quarter.
General Business Forms produces and markets short-run computer and business
forms and record-keeping systems for small businesses and professional
practices. Health Care Forms produces and markets forms to medical and dental
offices. Both product lines are sold primarily through direct mail and telephone
marketing.
PaperDirect, Inc., is a direct mail marketer of specialty papers, presentation
products and pre-designed forms for laser printing and desktop publishing.
Deluxe Direct also includes Nelco, Inc., a supplier of tax forms, tax forms
software, and electronic tax filing services; and T/Maker Company, a publisher
of image content software, including clip art (see "Recent Developments").
Many of Deluxe Direct's products are sold internationally by Deluxe United
Kingdom Limited and Deluxe Canada Inc.
RECENT DEVELOPMENTS
In early 1996, the Company announced that it had initiated a major
consolidation program, which includes closing 26 of the Company's 41 printing
and warehousing facilities over the 1996-1997 period and significantly reducing
the number of its staff and production employees. In addition, the Company
announced that it is re-evaluating its plans for various businesses and that it
will discontinue or dispose of certain business units and products that are not
closely related to the market focus of Deluxe Financial Services and Deluxe
Direct.
The units to be discontinued or sold include the Company's ink manufacturing
division, its financial institution forms production unit, and T/Maker's
ClickArt and Vroombooks product groups. Additional dispositions are being
considered, but the Company currently has no binding commitments to make any
acquisitions or other dispositions.
The Company was incorporated under the laws of the State of Minnesota in 1920.
From 1920 until 1988, the Company was named Deluxe Check Printers, Incorporated.
The Company's principal executive offices are located at 3680 Victoria St. N.,
Shoreview, Minnesota 55126-2966, telephone (612) 483-7111.
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EMPLOYEES
Including its subsidiaries, the Company has approximately 19,300 full- and
part-time employees. It has a number of employee benefit plans, including
retirement, medical and hospitalization plans. The Company has never experienced
a work stoppage or strike and considers its employee relations to be good.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are elected by the board of directors
each year. The term of office of each executive officer will expire at the
annual meeting of the board after the annual shareholders meeting on May 6,
1996. The principal occupation of each executive officer is with the Company,
and their positions are as follows:
MR. BLANCHARD has served as president and chief executive officer of the
Company since May 1, 1995. From January 1994 to April 1995, Mr. Blanchard was
executive vice president of General Instrument Corporation, a supplier of
systems and equipment to the cable and satellite television industry. From 1991
to 1993, Mr. Blanchard was chairman and chief executive officer of Harbridge
Merchant Services, a national credit card processing company. Previously, Mr.
Blanchard was employed by American Telephone & Telegraph Company for 25 years,
most recently as senior vice president responsible for national business sales.
MR. TWOGOOD has been employed by the Company since 1959. Since 1987, Mr.
Twogood has been executive vice president. From 1988 to February 1996, he served
as chief operating officer and since November 1995 has served principal
executive officer for the Company's manufacturing operations.
MR. GRITTON has been employed by the Company since 1972. From 1990 to 1993,
Mr. Gritton was vice president with principal responsibility for regional
operations of the Payment Systems Division. From 1993 to 1995, he served as
president of the Company's paper payments unit and, since November 1995, as
principal executive officer of Deluxe Financial Services.
MR. LEFEVRE has been responsible for the law department of the Company since
February 1994 and has served as senior vice president, general counsel and
secretary. From 1978 to February 1994, Mr. LeFevre was employed by Wang
Laboratories, Inc. From 1988 until February 1994, he held various positions in
Wang Laboratories' law department, including corporate counsel, vice president,
general counsel and secretary. Wang Laboratories manufactures and sells computer
hardware and software and related services.
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MR. MOSNER has served as senior vice president and principal executive officer
of Deluxe Direct since November 1995. From 1993 to 1995, Mr. Mosner was
executive vice president and chief operating officer of Hanover Direct, a direct
marketing company, with responsibility for non-apparel products. Previously, he
was employed for 28 years by Sears, Roebuck and Company, where he was vice
president of merchandising from 1991 to 1993.
MR. OSBORNE has been employed by the Company since 1981 and has served as
chief financial officer since 1984 and senior vice president since 1989.
MR. REEVES has been employed by the Company since 1970 and has been a vice
president since 1987. From 1987 to 1992, Mr. Reeves was regional manager of the
Company's Northeastern printing operations. From 1992 to 1994, Mr. Reeves was
the manager of the Company's financial institution forms production unit, and
since July 1994, Mr. Reeves has had principal responsibility for the Company's
human resources department.
MR. SCHWAB has been responsible for the information systems of the Company and
has served as senior vice president and chief information officer since November
1994. Previously, Mr. Schwab was employed by USAir, a commercial air carrier,
from 1989 to 1991 as senior vice president and chief information officer, and
from 1991 to April 1994 as executive vice president of operations.
ITEM 2. PROPERTIES
The Company conducts production and service operations in 81 facilities
located in 29 states, Puerto Rico, Canada and the United Kingdom. These
buildings total 5,084,000 square feet. The Company's headquarters occupies a
160,000-square-foot building in Shoreview, Minnesota. Deluxe Financial Services
has two principal facilities in Shoreview, Minnesota, totaling approximately
251,700 square feet. These sites are devoted to sales, administration, and
marketing. Deluxe Direct's principal facilities are a 156,000-square-foot
marketing building in Shoreview, Minnesota, and a 148,000-square-foot sales and
product design building in Colorado Springs, Colorado. All but four of the
Company's production facilities are one story high and most were constructed and
equipped in accordance with the Company's plans and specifications.
More than half of the Company's total production area has been constructed
during the past 20 years. The Company owns 59 of its facilities and leases the
remainder for terms expiring from 1996 to 2001. Depending upon the
circumstances, when a lease expires, the Company either renews the lease or
constructs a new facility to replace the leased facility. All facilities are
adequately equipped for the Company's operations.
ITEM 3. LEGAL PROCEEDINGS
Other than ordinary routine litigation incidental to its business, there are
no material pending legal proceedings to which the Company or any of its
subsidiaries is a party or to which any of the Company's property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Reference is made to the information under the caption "Financial Highlights"
on page 1, and "Shareholder Information" on page 33 of the Company's annual
report.
ITEM 6. SELECTED FINANCIAL DATA
Reference is made to the information under the caption "Eleven-year Summary"
on pages 18 and 19 in the Company's annual report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to the information under the caption "Management's
Discussion and Analysis" on pages 14 through 16 in the Company's annual report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements, notes and independent auditors'
report on pages 20 through 31 of the Company's annual report and the information
under the caption "Summarized Quarterly Financial Data" (unaudited) on page 31
in the Company's annual report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEMS 10, 11, 12 AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT, AND CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Reference is made to the Company's proxy statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following financial statements, schedules and independent
auditors' report and consent are filed as part of this report:
Page in
annual report
(1) Financial Statements:
Consolidated Balance Sheets at December 31, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . 20 - 21
Consolidated Statements of Income for the three
years in the period ended December 31, 1995. . . . . 22
Consolidated Statements of Cash Flows for the three
years in the period ended December 31, 1995. . . . . 23
Notes to Consolidated Financial Statements . . . . . . 24 - 30
Independent Auditors' Report . . . . . . . . . . . . . 31
(2) Supplemental Financial Information (Unaudited):
Summarized Quarterly Financial Data. . . . . . . . . . 31
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(3) Independent Auditors' Consent to the incorporation
by reference of its reports in the Company's
registration statements 2-96963, 33-53585, 33-57261,
33-32279, 33-58510 and 33-62041. . . . . . . . . . . . F-1
Schedules other than those listed above are not required or are not
applicable, or the required information is shown in the financial statements or
notes.
(b) The Company filed a report on Form 8-K on October 27, 1995,
relating to a Distribution Agreement entered into for a public
offering of medium-term notes.
(c) The following exhibits are filed as part of or are incorporated
in this report by reference:
(3) A - Articles of Incorporation, incorporated by reference to
the Company's Form 10-K for the year ended December 31,
1990.
B - Bylaws, incorporated by reference to the Company's Form
10-K for the year ended December 31, 1994.
(4) A - Rights Agreement, incorporated by reference to the
Company's Form 8-K dated February 17, 1988.
B - Indenture, incorporated by reference to the Company's
Form S-3 dated November 24, 1989.
C - (i) Indenture, incorporated by reference to the
Company's Form S-3 filed on August 23, 1995.
(ii) Amendment to Indenture, incorporated by reference
to the Company's Amendment No. 1 to Form S-3 filed
on September 21, 1995.
(10) A - Deferred Compensation Plan
B - Supplemental Benefits Plan
C - Stock Option Plan, incorporated by reference to the
Company's Form 10-K for the year ended December 31,
1989.
D - Stock Incentive Plan, incorporated by reference to the
Company's Form S-8 filed on May 11, 1994.
E - Performance Share Plan, incorporated by reference to
the Company's Form 10-K for the year ended December 31,
1994.
F - Annual Incentive Plan, incorporated by reference to the
Company's Form 10-K for the year ended December 31,
1994.
G - Description of Initial Compensation and Employment
Arrangement with John A. Blanchard III
H - Description of Supplemental Pension Plan
I - Deferred Compensation Agreement
J - Description of Compensation Arrangement with Harold V.
Haverty
(12) Ratio of Earnings to Fixed Charges
(13) 1995 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) Independent Auditors' Consent, incorporated by
reference to page F-1 of the Company's Form 10-K for
the year ended December 31, 1995.
(24) Powers of Attorney of officers and directors signing by
an attorney-in-fact.
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(27) Financial Data Schedule
(29) Proxy Statement, incorporated by reference to the
Company's definitive proxy statement filed on March 27,
1996.
Note to recipients of Form 10-K: Copies of exhibits will be furnished upon
written request and payment of the Company's reasonable expenses ($.25 per page)
in furnishing such copies.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of St. Paul,
State of Minnesota on March 27, 1996.
DELUXE CORPORATION
By /s/ John A. Blanchard III
----------------------------
John A. Blanchard III
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities
indicated on March 27, 1996.
By /s/ John A. Blanchard III
----------------------------
John A. Blanchard III for Himself and
as Attorney-In-Fact*
John A. Blanchard III, Director and
Principal Executive Officer
Harold V. Haverty, Director
Jerry K. Twogood, Director
Eugene R. Olson, Director
Whitney MacMillan, Director
James J. Renier, Director
Barbara B. Grogan, Director
Allen F. Jacobson, Director
Stephen P. Nachtsheim, Director
Charles M. Osborne, Principal
Financial Officer and Principal Accounting Officer
*By Power of Attorney set forth in Exhibit 24 to this report.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in registration statements 2-96963,
33-53585 and 33-57261 on Form S-8 and 33-32279, 33-58510 and 33-62041 on Form
S-3 of our report dated February 9, 1996, appearing in or incorporated by
reference in this Annual Report on Form 10-K of Deluxe Corporation for the year
ended December 31, 1995.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
March 27, 1996
F-1
EXHIBIT INDEX
The following exhibits are filed as part of this report:
10 A Deferred Compensation Plan
10 B Supplemental Benefit Plan
10 G Description of Initial Compensation and Employment Arrangement with
John A. Blanchard III
10 H Description of Supplemental Pension Plan
10 I Deferred Compensation Agreement
10 J Description of Compensation Arrangement with Harold V. Haverty
12 Ratio of Earnings to Fixed Charges
13 Documents Incorporated by Reference 1995 Annual Report to Shareholders
21 Subsidiaries
24 Power of Attorney
27 Financial Data Schedule