Form: 8-K

Current report filing

May 17, 2021

 

Exhibit 99.4

 

Unaudited pro forma condensed combined financial information

 

The following unaudited pro forma condensed combined balance sheet as of March 31, 2021 and the unaudited pro forma condensed combined statements of income for the three months ended March 31, 2021, the year ended December 31, 2020 and the twelve months ended March 31, 2021, are based on the individual historical consolidated financial statements of Deluxe and First American, respectively, included elsewhere or incorporated by reference in this offering memorandum. The unaudited pro forma condensed combined statements of income give effect to the Transactions described under the section entitled “The transactions” as if they had occurred on January 1, 2020, and for purposes of the pro forma condensed combined balance sheet, as if they had occurred on March 31, 2021.

 

The consummation of the Transactions is subject to the satisfaction of customary closing conditions, including the absence of a material adverse change in the First American business as set forth in the Merger Agreement. See the section entitled “The transactions”.

 

The pro forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the FAPS Acquisition and the related financing occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The combined company’s actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

 

Upon completion of the FAPS Acquisition, an updated determination of the fair value of First American’s assets acquired, and liabilities assumed, will be performed. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial statements. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial statements may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

 

The following unaudited condensed combined pro forma financial statements and related notes are based on and should be read in conjunction with the audited and unaudited historical financial statements and related notes of each of Deluxe and First American included elsewhere or incorporated by reference in this offering memorandum. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. See also the sections entitled “Risk factors,” “The transactions,” “Use of proceeds,” “Summary historical consolidated financial information of Deluxe,” “Summary historical consolidated financial information of First American,” “Management’s discussion and analysis of financial condition and results of operations of Deluxe,” and “Management’s discussion and analysis of financial condition and results of operations of First American.”

 

-1-

 

 

Unaudited pro forma condensed combined balance sheet
as of March 31, 2021
(Dollars in thousands)

 

                Transaction Accounting Adjustments            
Description   Deluxe Historical     FAPS
Historical - After
Reclassification
Adjustments
(Note 2)
    Financing
Adjustments
    Note
4
  Acquisition
Adjustments
    Note
4
  Pro Forma
Combined
 
(in thousands)                                      
ASSETS                                                
Current Assets:                                                
Cash and cash equivalents   $ 125,440     $ 13,287     $ 985,090     [a]   $ (972,236 )   [b]   $ 151,581  
Trade accounts receivable, net     139,547       26,034       -           -           165,581  
Inventories and supplies, net     37,119       1,343       -           -           38,462  
Funds held for customers     122,466       14,386       -           -           136,852  
Revenue in excess of billings     27,655       -       -           -           27,655  
Other current assets     52,269       3,921       -           3,177     [d]     59,367  
Total current assets     504,496       58,971       985,090           (969,059 )         579,498  
                                                 
Deferred income taxes     4,636       -       -           -           4,636  
Long-term investments     46,147       -       -           -           46,147  
Property, plant and equipment, net     87,836       13,689       -           -           101,525  
Operating lease assets     41,288       -       -           28,826     [e]     70,114  
Intangibles, net     254,152       55,284       -           217,716     [f]     527,152  
Goodwill     736,862       343,945       -           406,389     [g]     1,487,196  
Other non-current assets     217,835       29,915       5,380     [m]     (27,201 )   [c][h] [i]     225,929  
Total assets   $ 1,893,252     $ 501,804     $ 990,470         $ (343,329 )       $ 3,042,197  
                                                 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                
Current liabilities:                                                
Accounts payable   $ 109,064     $ 2,840     $ -         $ -         $ 111,904  
Funds held for customers     120,581       10,656       -           -           131,237  
Accrued liabilities     174,923       47,130       -           9,864     [e][k][l]     231,917  
Total current liabilities     404,568       60,626       -           9,864           475,058  
                                                 
Long-term debt     840,000       246,107       990,470     [o]     (246,107 )   [j]     1,830,470  
Operating lease liabilities     34,288       -       -           24,110     [e]     58,398  
Deferred income taxes     15,265       26,505       -           42,877     [l]     84,647  
Other non-current liabilities     40,312       4,493       -           -           44,805  
Commitments and contingencies     -       -       -           -           -  
                                                 
Shareholders' equity:                                                
Common shares     42,104       -       -           -           42,104  
Class A common stock     -       100       -           (100 )   [n]     -  
Class B common stock     -       -       -           -     [n]     -  
Class C common stock     -       -       -           -     [n]     -  
Redeemable preferred stock     -       18,608       -           (18,608 )   [n]     -  
Treasury stock, at cost     -       (1,991 )     -           1,991     [n]     -  
Shareholder notes receivable     -       (3,177 )     -           3,177     [d]     -  
Additional paid-in capital     22,306       151,521       -           (151,521 )   [n]     22,306  
Retained earnings     534,059       (988 )     -           (9,012 )   [n]     524,059  
Accumulated other comprehensive loss     (39,824 )     -       -           -     [n]     (39,824 )
Non-controlling interest     174       -       -           -           174  
Total shareholders' equity     558,819       164,073       -           (174,073 )         548,819  
                                                 
Total liabilities and shareholders' equity   $ 1,893,252     $ 501,804     $ 990,470         $ (343,329 )       $ 3,042,197  

 

Refer to the accompanying notes to the unaudited pro forma condensed combined financial information.

 

-2-

 

 

Unaudited pro forma condensed combined statement of income
for the three months ended March 31, 2021
(Dollars in thousands)

 

                Transaction Accounting Adjustments            
Description   Deluxe
Historical
    FAPS Historical
- After
Reclassification
Adjustments
(Note 2)
    Financing
Adjustments
    Note
5
  Acquisition
Adjustments
    Note
5
  Pro Forma
Combined
 
(in thousands)                                                
Product revenue   $ 299,053     $ 4,888     $ -         $ -         $ 303,941  
Service revenue     142,211       71,953       -           -           214,164  
Total revenue     441,264       76,841       -           -           518,105  
Cost of products     (107,325 )     (2,838 )     -           -           (110,163 )
Cost of services     (71,184 )     (41,774 )     -           -           (112,958 )
Total cost of revenue     (178,509 )     (44,612 )     -           -           (223,121 )
Gross profit     262,755       32,229       -           -           294,984  
Selling, general and administrative expense     (212,436 )     (22,114 )     -           (925 )   [a] [d]     (235,475 )
Restructuring and integration expense     (14,313 )     -       -           -           (14,313 )
Asset impairment charges     -       -       -           -           -  
Operating income (loss)     36,006       10,115       -           (925 )         45,196  
Interest expense     (4,524 )     (3,708 )     (13,716 )   [c]     3,708     [b]     (18,240 )
Other income     2,033       10       -           -           2,043  
Income (loss) before income taxes     33,515       6,417       (13,716 )         2,783           28,999  
Income tax provision     (9,190 )     (1,607 )     3,566     [e]     (846 )   [e]     (8,077 )
Net income (loss)     24,325       4,810       (10,150 )         1,937           20,922  
Net income attributable to non-controlling interest     (33 )     -       -           -           (33 )
Net income (loss) attributable to controlling interest   $ 24,292     $ 4,810     $ (10,150 )       $ 1,937         $ 20,889  

 

Refer to the accompanying notes to the unaudited pro forma condensed combined financial information.

 

-3-

 

 

  

Unaudited pro forma condensed combined statement of income
for the year ended December 31, 2020
(Dollars in thousands)

 

                Transaction  Accounting Adjustments            
Description   Deluxe Historical     FAPS
Historical -
After
Reclassification
Adjustments
(Note 2)
    Financing
Adjustments
    Note
5
    Acquisition Adjustments     Note
5
  Pro Forma Combined  
(in thousands)                                                    
Product revenue   $ 1,230,638     $ 18,460     $ -             $ -         $ 1,249,098  
Service revenue     560,143       269,862       -               -           830,005  
Total revenue     1,790,781       288,322       -               -           2,079,103  
Cost of products     (458,637 )     (10,661 )     -               -           (469,298 )
Cost of services     (272,134 )     (155,840 )     -               -           (427,974 )
Total cost of revenue     (730,771 )     (166,501 )     -               -           (897,272 )
Gross profit     1,060,010       121,821       -               -           1,181,831  
                                                     
Selling, general and administrative expense     (841,658 )     (94,502 )     -               (16,028 )   [a][d] [f][g]     (952,188 )
Restructuring and integration expense     (75,874 )     -       -               -           (75,874 )
Asset impairment charges     (97,973 )     -       -               -           (97,973 )
Operating income (loss)     44,505       27,319       -               (16,028 )         55,796  
                                                     
Interest expense     (23,140 )     (21,643 )     (51,262 )     [c]       21,643     [b]     (74,402 )
Other income     9,214       16       -               -           9,230  
Income (loss) before income taxes     30,579       5,692       (51,262 )             5,615           (9,376 )
                                                     
Income tax provision     (21,680 )     (2,091 )     13,328       [e]       8,227     [e]     (2,216 )
Net income (loss)     8,899       3,601       (37,934 )             13,842           (11,592 )
Net income attributable to non-controlling interest     (91 )     -       -               -           (91 )
Net income (loss) attributable to controlling interest   $ 8,808     $ 3,601     $ (37,934 )           $ 13,842         $ (11,683 )

 

Refer to the accompanying notes to the unaudited pro forma condensed combined financial information.

 

-4-

 

 

Unaudited pro forma condensed combined statement of income
for the last twelve months ended March 31, 2021
(Dollars in thousands)

 

                Transaction Accounting Adjustments            
Description  

Deluxe For
the Twelve
Months
Ended March 31,
2021

(Note 6)

   

FAPS For the
Twelve Months
Ended March
31, 2021
(Note 6)

    Financing
Adjustments
    Note
5
    Acquisition
Adjustments
    Note
5
  Pro Forma
Combined
 
(in thousands)                                                    
Product revenue   $ 1,199,004     $ 18,953     $ -             $ -         $ 1,217,957  
Service revenue     546,618       272,834       -               -           819,452  
Total revenue     1,745,622       291,787       -               -           2,037,409  
Cost of products     (444,375 )     (10,968 )     -               -           (455,343 )
Cost of services     (262,856 )     (157,896 )     -               -           (420,752 )
Total cost of revenue     (707,231 )     (168,864 )     -               -           (876,095 )
Gross profit     1,038,391       122,923       -               -           1,161,314  
                                                     
Selling, general and administrative expense     (816,890 )     (90,837 )     -               (4,968 )   [a] [d]     (912,695 )
Restructuring and integration expense     (72,533 )     -       -               -           (72,533 )
Asset impairment charges     (7,643 )     -       -               -           (7,643 )
Operating income (loss)     141,325       32,086       -               (4,968 )         168,443  
                                                     
Interest expense     (20,665 )     (16,533 )     (53,377 )     [c]       16,533     [b]     (74,042 )
Other income, net     6,775       85       -               -           6,860  
Income (loss) before income taxes     127,435       15,638       (53,377 )             11,565           101,261  
                                                     
Income tax provision     (34,080 )     (3,570 )     13,878       [e]       (2,757 )   [e]     (26,529 )
Net income (loss)     93,355       12,068       (39,499 )             8,808           74,732  
Net income attributable to non-controlling interest     (124 )     -       -               -           (124 )
Net income (loss) attributable to controlling interest   $ 93,231     $ 12,068     $ (39,499 )           $ 8,808         $ 74,608  

 

Refer to the accompanying notes to the unaudited pro forma condensed combined financial information.

 

-5-

 

 

 

Notes to unaudited pro forma condensed combined financial statements

 

Note 1 – Basis of presentation

 

The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared pursuant with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2021 and the year ended December 31, 2020 combine the historical consolidated statements of income of Deluxe and First American included in the applicable 2021 first quarter financial statements and 2020 year-end financial statements, giving effect to the merger as if it had been completed on January 1, 2020. The accompanying unaudited pro forma condensed and combined balance sheet as of March 31, 2021 combines the historical consolidated balance sheets of Deluxe and First American included in the applicable 2021 first quarter financial statements, giving effect to the FAPS Acquisition as if it had been completed on March 31, 2021.

 

Deluxe and First American’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain information of First American, as presented in its historical financial statements, has been reclassified to conform to the historical presentation of Deluxe’s financial statements for purposes of preparing the unaudited pro forma condensed combined financial statements. Deluxe has conducted a preliminary review of adjustments necessary to conform First American’s accounting policies to Deluxe accounting policies. Upon completion of the FAPS Acquisition, or as more information becomes available, Deluxe will perform a more detailed review of First American’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material transactions and balances between Deluxe and First American as of and for the three months ended March 31, 2021 and the year ended December 31, 2020.

 

The accompanying unaudited pro forma financial statements and related notes were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, with Deluxe considered the acquirer of First American. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase consideration has been allocated to the assets acquired and liabilities assumed of First American based upon management’s preliminary estimate of their fair values as of March 31, 2021. Deluxe has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the First American assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets. Accordingly, apart from intangible assets, First American’s assets and liabilities are presented at their respective carrying values including property, plant, and equipment. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. Accordingly, the purchase price allocation and related adjustments reflected in these unaudited pro forma condensed combined financial statements are preliminary and subject to revision based on a final determination of fair value. Upon consummation of the FAPS Acquisition and the completion of a valuation, the acquisition consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but not later than one year from the Closing Date. The final purchase price allocation could differ materially from the preliminary allocation used in the transaction accounting adjustments as the final allocation may include changes in allocations to intangible assets as well as goodwill. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the FAPS Acquisition and the debt financing based on information available to management at this time and that the pro forma transaction accounting adjustments give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

 

-6-

 

 

Note 2 – Reclassification adjustments

 

As part of preparing the pro forma condensed combined financial statements, management performed a preliminary analysis of First American’s financial information to identify differences in accounting policies as compared to those of Deluxe and differences in financial statement presentation as compared to the presentation of Deluxe.

 

Refer to the table below for a summary of identified reclassification adjustments made to present First American’s consolidated balance sheet as of March 31, 2021 to conform presentation to that of Deluxe:

 

FAPS Consolidated Balance Sheet
Line Items
  Deluxe Consolidated
Balance Sheet Line Items
  FAPS
Historical
Consolidated
Balance
Sheet
    Reclassification   Note
2
  FAPS Historical
- After
Reclassification
(rounded)
 
                            (In thousands)  
Cash & cash equivalents   Cash and cash equivalents   $ 13,287,322     $ -       $ 13,287  
Current portion of restricted cash         316,889       (316,889 ) (a)     -  
Funds held for merchants   Funds held for customers     9,882,827       4,503,481   (a)     14,386  
Accounts receivable, net   Trade accounts receivable, net     26,033,615                 26,034  
Expected merchant funds         456,307       (456,307 ) (a)     -  
Current portion of lease payments receivable, net         559,928       (559,928 ) (b)     -  
Inventory, net   Inventories and supplies, net     1,343,392       -         1,343  
Current portion of notes receivable         -       -         -  
Other current assets   Other current assets     3,360,594       559,928   (b)     3,921  
Restricted cash         3,730,285       (3,730,285 ) (a)     -  
Lease payments receivable, net         1,296,490       (1,296,490 ) (c)     -  
Other assets   Other non-current assets     9,770,632       20,144,401   (c)     29,915  
Property and equipment, net   Property, plant and equipment, net     32,537,255       (18,847,911 ) (c)     13,689  
Intangible assets, net   Intangibles, net     55,283,892       -         55,284  
Goodwill   Goodwill     343,945,227       -         343,945  
Funds owed to merchants   Funds held for customers     10,656,022       -         10,656  
Accounts payable   Accounts payable     2,839,803                 2,840  
Income taxes payable         1,785,558       (1,785,558 ) (d)     -  
Reserve for chargebacks and merchant loss         426,933       (426,933 ) (d)     -  
Accrued expenses and other liabilities   Accrued liabilities     40,492,883       6,637,100   (d)     47,130  
Deferred revenue         4,424,609       (4,424,609 ) (d)     -  
Other long-term liabilities   Other non-current liabilities     4,493,276       -         4,493  
Deferred tax liability, net   Deferred income taxes     26,505,444       -         26,505  
Long-term debt obligations   Long-term debt     246,106,724       -         246,107  
Redeemable preferred stock         18,608,364       -         18,608  
    Common shares     -       -         -  
Common stock-Class C         -       -         -  
Common stock-Class B         -       -         -  
Common stock-Class A         99,512       -         100  
Treasury stock         (1,991,123 )     -         (1,991 )
Additional paid-in capital   Additional paid-in capital     151,520,522                 151,521  
Shareholder notes receivable         (3,177,353 )     -         (3,177 )
Retained earnings   Accumulated deficit     (986,519 )     -         (988 )

 

(a) Represents a reclassification of current portion of restricted cash, expected merchant funds, and restricted cash to funds held for customers to conform to Deluxe presentation.
(b) Represents a reclassification of current portion of lease payments receivable, net and current portion of notes receivable to other current assets to conform to Deluxe presentation.
(c) Represents a reclassification of lease payments receivable and notes receivable to other non-current assets. In addition, reclassification of capitalized computer software costs (included in First American’s property & equipment financial statement line item) to other non-current assets to conform to Deluxe presentation.
(d) Represents a reclassification of income taxes payable, reserve for chargebacks and merchant loss, and deferred revenue to accrued liabilities to conform to Deluxe presentation.

 

*Amounts may not sum due to rounding.

 

-7-

 

 

Refer to the table below for a summary of reclassification adjustments made to First American’s consolidated statement of income for the three months ended March 31, 2021 to conform presentation:

 

FAPS Consolidated Income
Statement Line Items
  Deluxe Consolidated
Income Statement Line
Items
  FAPS
Consolidated
Statement of
Income
    Reclassification       FAPS Historical
- After
Reclassification
(rounded)
 
                      (In thousands)  
Revenue       $ 76,840,540     $ (76,840,540 ) (e)   $ -  
    Product revenue     -       4,888,034 (e)     4,888  
    Service revenue     -       71,952,506 (e)     71,953  
Other costs of service         44,612,118       (44,612,118 ) (f)     -  
    Cost of products     -       2,837,897 (f)     2,838  
    Cost of services     -       41,774,221 (f)     41,774  
Selling, general and administrative expenses   Selling, general and administrative expense     16,834,392       5,279,885 (g)     22,114  
Depreciation and amortization         5,279,885       (5,279,885 ) (g)     -  
Interest expense   Interest expense     3,708,402                 3,708  
Other (income) expense   Other income, net     (10,140 )               (10 )
Provision (benefit) for income taxes   Income tax provision     1,606,863                 1,607  

 

(e) Represents a reclassification of revenue to product revenue and service revenue to conform to Deluxe presentation.
(f) Represents a reclassification of cost of sales to cost of products and cost of services to conform to Deluxe presentation.
(g) Represents a reclassification of depreciation and amortization to selling, general and administrative expenses to conform to Deluxe presentation.

 

Refer to the table below for a summary of reclassification adjustments made to First American’s consolidated statement of income for the year ended December 31, 2020 to conform presentation:

 

FAPS Consolidated Income
Statement Line Items
  Deluxe Consolidated
Income Statement Line
Items
  FAPS
Consolidated
Statement of
Income
    Reclassification   Note
2
  FAPS Historical
- After
Reclassification
(rounded)
 
                      (In thousands)  
Revenue       $ 288,322,188     $ (288,322,188 ) (e)   $ -  
    Product revenue     -       18,460,488   (e)     18,460  
    Service revenue     -       269,861,700   (e)     269,862  
Other costs of service         166,501,208       (166,501,208 ) (f)     -  
    Cost of products     -       10,660,621   (f)     10,661  
    Cost of services     -       155,840,587   (f)     155,840  
Selling, general and administrative expenses   Selling, general and administrative expense     70,109,486       24,393,067   (g)     94,502  
Depreciation and amortization         24,393,067       (24,393,067 ) (g)     -  
Interest expense   Interest expense     21,642,621                 21,643  
Other (income) expense   Other income, net     (16,440 )               (16 )
Provision (benefit) for income taxes   Income tax provision     2,091,075                 2,091  

 

(e) Represents a reclassification of revenue to product revenue and service revenue to conform to Deluxe presentation.

(f) Represents a reclassification of cost of sales to cost of products and cost of services to conform to Deluxe presentation.

(g) Represents a reclassification of depreciation and amortization to selling, general and administrative expenses to conform to Deluxe presentation.

 

Note 3 - Preliminary purchase price allocation

 

The preliminary estimated merger consideration of $972 million is allocated to the tangible and intangible assets acquired and liabilities assumed of First American based on their preliminary estimated fair values. The fair value assessments are preliminary and are based upon available information and certain assumptions, which Deluxe believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements.

 

-8-

 

 

The final determination of the acquisition consideration and related allocation is anticipated to be completed as soon as practicable after the completion of the FAPS Acquisition, but not later than one year from the Closing Date.

 

The following table sets forth a preliminary allocation of the estimated merger consideration:

 

Description   Note     Amount  
(in thousands)            
Preliminary fair value of estimated merger consideration     (1)     $ 972,236  
Assets:                
Cash and cash equivalents             13,287  
Trade accounts receivable, net             26,034  
Inventories and supplies, net             1,343  
Funds held for customers             14,386  
Other current assets             6,892  
Property, plant and equipment, net             13,689  
Operating lease assets             28,826  
Intangibles, net             273,000  
Other non-current assets             2,919  
Total Assets           $ 380,376  
Liabilities                
Accounts payable             2,840  
Funds held for customers             10,656  
Accrued liabilities             46,993  
Long-term debt     (2)     -  
Operating lease liabilities             24,110  
Deferred income taxes             69,382  
Other non-current liabilities             4,493  
Total Liabilities           $ 158,474  
Net Assets           $ 221,902  
Goodwill           $ 750,334  

 

(1) The total consideration includes a $12.2 million payment related to a tax benefit upon closing of the FAPS Acquisition.

(2) The outstanding debt of approximately $246 million of First American will be required to be repaid in connection with the FAPS Acquisition and therefore, is not assumed by Deluxe. Such amounts used to repay the debt are considered part of the merger consideration.

 

The amounts above are considered preliminary. The allocation of the purchase price is based upon certain external valuations and other analyses that have not been completed as of the date of this offering memorandum, including, but not limited to, working capital, certain tax matters, and intangible assets.

 

Note 4 – Adjustments to the unaudited pro forma condensed combined balance sheet

 

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet:

 

(a) Represents cash received from issuance of a new Term A Loan Facility due in 2026 (interest rate of LIBOR plus 2.25%), a new Revolving Credit Facility due in 2026 (interest rate of LIBOR plus 2.25%), and the notes offered hereby. Deluxe has assumed the new financing will consist of drawing down $198 million of total available $500 million of the Revolving Credit Facility. Additionally, represents the repayment of the amount drawn on Deluxe’s existing credit facility of approximately $840 million.

 

Description   Amount  
(in thousands)      
Proceeds from the Term A Loan Facility due in 2026   $ 1,155,000  
Proceeds from the Revolving Credit Facility due in 2026     198,000  
Proceeds from the notes offered hereby     500,000  
Total sources of funding     1,853,000  
Debt issuance costs (i)     (27,910 )
Total sources of funding, net of debt issuance costs     1,825,090  
Repayment of existing credit facility     (840,000 )
Cash (pro forma financing adjustment)   $ 985,090  

 

-9-

 

 

 

(i) In relation to the Term A Loan Facility, the Revolving Credit Facility, and the notes offered hereby, estimated debt issuance costs amount to $14.1 million, $5.4 million and $8.4 million, respectively. The deferred debt issuance costs related to the Term A Loan Facility and the notes offered hereby are presented as a direct deduction from the face amount of the debt, while the deferred debt issuance costs related to the Revolving Credit Facility are classified as other assets.

 

(b) Represents the cash consideration paid to FAPS shareholders (a portion of which First American will use to repay the existing outstanding debt and associated accrued interest). The total $972 million cash payment includes $12 million payment related to a tax benefit upon closing of the FAPS Acquisition.

 

(c) Represents the elimination of previously capitalized indirect leasing costs on First American’s balance sheet as under the acquisition method of accounting, capitalization of initial direct costs does not qualify for recognition as an asset ($206 thousand as of March 31, 2021).

 

Description   Amount  
(in thousands)      
Elimination of FAPS historical capitalized initial leasing direct costs - Note 4(c)   $ (206 )
Elimination of FAPS historical capitalized software costs – see Note 4(h)     (18,847 )
Elimination of deferred contract acquisition costs – see Note 4(i)     (8,148 )
Other non-current assets (pro forma acquisition adjustment)   $ (27,201 )

 

(d) Represents the reclassification of the existing First American shareholder notes receivable from equity to other current assets as such amounts will represent a receivable from the selling shareholders which is expected to be repaid following the FAPS Acquisition ($3.2 million as of March 31, 2021).

 

(e) Represents an adjustment for the estimated impact of the new leasing standard (ASC 842), assuming First American had adopted this standard as of March 31, 2021. For the purpose of the pro forma financial statements, right of use assets is presented as an estimate that equals to the operating lease liability. Upon consummation of the FAPS Acquisition and further information is obtained, a more comprehensive ASC 842 adoption analysis will be performed. The below adjustments represent Deluxe’s best estimates based upon the information currently available to Deluxe and could be subject to change once more detailed information is available.

 

Description   Amount  
(in thousands)      
Right-of use assets, net (pro forma acquisition adjustment)   $ 28,826  
Operating lease liabilities        
Current (pro forma acquisition adjustment)     4,716  
Long-term (pro forma acquisition adjustment)     24,110  
Total   $ 28,826  

 

(f) Represents the pro forma adjustment to intangible assets, net based on a preliminary fair value assessment:

 

Description   Amount  
(in thousands)      
To record the fair value of intangible assets acquired   $ 273,000  
Elimination of FAPS’ historical intangible assets, net     (55,284 )
Intangibles, net (pro forma acquisition adjustment)   $ 217,716  

 

-10-

 

 

The fair values of the intangible assets were determined using income approaches based on specific data provided by Deluxe and First American. Market participant assumptions were also used in valuation analysis where appropriate.

 

The fair values of the customer-related intangible assets were determined by using an income approach, specifically a multi-period excess earnings method (MPEEM), which is a commonly accepted valuation approach. The MPEEM is a specific application of the discounted cash flow (DCF) method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges (CAC). The principle behind a CAC is that an intangible asset ‘rents’ or ‘leases’ from a hypothetical third party all the assets it requires to produce the cash flows resulting from its development, that each project rents only those assets it needs (including elements of goodwill) and not the ones that it does not need, and that each project pays the owner of the assets a fair return on (and of, when appropriate) the value of the rented assets.

 

The fair values of the trademarks/trade names and internally developed technology were also determined by using an income approach, specifically the Relief-from-Royalty Method, which is a commonly accepted valuation approach. The basic tenet of the Relief-from-Royalty Method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments.

 

The estimated fair value of the intangible assets may change between the presented unaudited pro forma condensed combined balance sheet date of March 31, 2021 and the actual closing date of the acquisition.

 

(g) Represents the recognition of the goodwill based on the preliminary purchase price allocation. The preliminary purchase price allocation represents the excess of the estimated merger consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Refer to Note 3 for further details related to the preliminary estimated merger consideration allocation. This adjustment also includes the elimination of First American’s historical goodwill of $343.9 million as of March 31, 2021.

 

Description   Amount  
(in thousands)      
Elimination of FAPS historical goodwill   $ (343,945 )
Recognition of goodwill based on preliminary purchase price allocation – see Note 3     750,334  
Goodwill (pro forma acquisition adjustment)   $ 406,389  

 

(h) Represents the elimination of First American’s historical capitalized software costs of approximately $18.8 million as of March 31, 2021 classified in “other non-current assets”.

 

(i) Represents the elimination of First American’s historical deferred contract acquisition costs of approximately $8.1 million as of March 31, 2021 classified in “other non-current assets”, as under the acquisition method of accounting, deferred contract costs do not qualify for recognition as an asset.

 

(j) Represents the repayment of First American’s term loan (long-term debt pro forma acquisition adjustments).

 

-11-

 

 

 

Description     Amount  
(in thousands)        

Repayment of existing debt (FAPS)   $ (251,063 )
Elimination of unamortized debt issuance costs (FAPS)     4,956  
Long-term debt (pro forma acquisition adjustment)   $ (246,107 )

 

(k) Represents the accrual of additional $10 million transaction costs incurred by Deluxe and First American subsequent to March 31, 2021. The remaining transaction costs are included in the historical income statement of the Company for the three months ended March 31, 2021. These costs will not affect the income statement beyond 12 months after the acquisition date. Also represents the elimination of the accrued interest on First American’s existing debt which is repaid (see Note 4(j)).

 

Description   Amount  
(in thousands)      
Current portion of operating lease liabilities – Note 4(e)   $ 4,716  
Accrual of estimated transaction cost – Note 4(k)     10,000  
Elimination of FAPS’ accrued interest– Note 4(k)     (3,067 )
Elimination of FAPS’ income taxes payable – Note 4(l)     (1,785 )
Accrued liabilities (pro forma acquisition adjustment)   $ 9,864  

 

(l) Represents a deferred income tax liability resulting from the preliminary fair value adjustment to intangible assets and other deferrals. The estimate of the deferred tax liability was determined based on the book and tax basis difference using an estimated blended statutory income tax rate of 26%. This estimate of the deferred income tax liability is preliminary and is subject to change based upon the final determination of the fair values of identifiable intangible assets acquired by jurisdiction.

 

First American’s historical income taxes payable have also been removed.

(m) Represents deferred debt issuance costs related to the Revolving Credit Facility are classified as other assets.

 

 

(n) Represents the elimination of First American’s equity and other equity adjustments in connection with the FAPS Acquisition:

 

Description   Amount  
(in thousands)      
Common Stock - Class A   $ (100 )
Common Stock - Class B     -  
Common Stock - Class C     -  
Preferred Stock     (18,608 )
Treasury Stock     1,991  
Additional paid in capital     (151,521 )
    $ (168,238 )
         
Elimination of FAPS’ retained earnings     988  
Acquisition related transaction cost – See Note 4(k)     (10,000 )
Retained earnings (pro forma acquisition adjustment)   $ (9,012 )

 

 

(o) Represents issuance of a Term A Loan Facility due in 2026 (interest rate of LIBOR plus 2.25%), a Revolving Credit Facility due in 2026 (interest rate of LIBOR plus 2.25%), and the notes offered hereby. Deluxe has assumed the new financing will consist of drawing down $198 million of total available $500 million of the Revolving Credit Facility. Additionally, represents the repayment of the amount drawn on Deluxe’s existing credit facility of approximately $840 million.

 

-12-

 

 

Description   Amount  
(in thousands)      
Issuance of the Term A Loan Facility due in 2026   $ 1,155,000  
Assumed draw on the Revolving Credit Facility due in 2026     198,000  
Issuance of the notes offered hereby     500,000  
Total debt prior to debt issuance costs     1,853,000  
Debt issuance costs (i)     (22,530 )
Total sources of funding, net of debt issuance costs     1,830,470  
Repayment of existing credit facility     (840,000 )
Long-term debt (pro forma financing adjustment)   $ 990,470  

 

(i) The deferred debt issuance costs related to the term loan and senior unsecured note of $14.1 million and $8.4 million, respectively are presented as a direct deduction from the face amount of the debt, while the deferred debt issuance costs related to the Revolving Credit Facility are classified as other assets.

 

Note 5 – Adjustments to the unaudited pro forma condensed combined statement of income

 

Refer to the items below for a reconciliation of the adjustments reflected in the unaudited pro forma condensed combined statements of income:

 

(a) Represents the pro forma acquisition adjustment to record the amortization expense based on the fair value of identified intangible assets including internally developed software discussed in Note 4(f). In addition, represents the removal of amortization expense associated with First American’s historical intangible assets discussed in Note 4(f), internally developed software discussed in Note 4(h), deferred contract acquisition costs in Note 4(i) and capitalized indirect leasing costs in Note 4(c).

 

Description   Note    

Three Months Ended March

31, 2021

   

Twelve Months Ended March

31, 2021

   

Year Ended December

31, 2020

 
(in thousands)                        
Amortization expense for acquired intangible assets   (i)     $ (6,875 )   $ (30,620 )   $ (31,660 )
Less: Historical FAPS intangible asset amortization           3,569       16,533       17,393  
Less: Historical FAPS internally developed software amortization           1,148       4,625       4,488  
Less: Historical FAPS deferred contract acquisition cost amortization           1,447       5,353       5,187  
Less: Historical FAPS capitalized indirect lease cost amortization           31       123       126  
Intangible asset amortization (pro forma acquisition adjustment)         $ (680 )   $ (3,986 )   $ (4,466 )

 

(i) In accordance with the acquisition method of accounting provisions under ASC 805, assets acquired, and liabilities assumed in a business combination are to be recognized at their fair values as of the acquisition date. As part of the pro forma adjustments, First American’s historical intangible assets and associated amortization are removed from the presented pro forma condensed combined financial statements. Accordingly, the acquired intangible assets including technology, trademarks & trade name, and merchant relationships are recorded at their fair value and are amortized giving effect to the FAPS Acquisition as if it has been completed on January 1, 2020. The newly acquired intangible assets have been amortized under straight-line method based on estimated useful lives ranging from 5 to 15 years. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the balance of goodwill and annual amortization expense of approximately $3.1 million, assuming an overall weighted average useful life of 9.8 years.

 

-13-

 

 

Intangible Type   Fair Value    

Estimated

useful life (in years)

   

Amortization Expense

Three Months Ended March

31, 2021

   

Amortization Expense for

the Twelve Months Ended March

31, 2021

   

Amortization Expense

Year Ended December

31, 2020

 
(in thousands)                              
Trademarks / trade names   $ 22,000       10     $ (495 )   $ (2,145 )   $ (2,200 )
Partner segment merchant     22,000       7       (673 )     (3,031 )     (3,143 )
Merchant relationships     96,000       5 to 10       (2,860 )     (13,060 )     (13,600 )
Channel distribution     67,000       15       (1,042 )     (4,392 )     (4,467 )
Developed technology     66,000       8       (1,805 )     (7,992 )     (8,250 )
Acquired intangible assets   $ 273,000             $ (6,875 )   $ (30,620 )   $ (31,660 )

 

 
Description  

Three Months Ended March

31, 2021

   

Twelve Months Ended March

31, 2021

   

Year Ended December

31, 2020

 
(in thousands)                  
Intangible asset amortization pro forma acquisition adjustment – Note 5(a)   $ (680 )   $ (3,986 )   $ (4,466 )
Loan commitment fee – see Note 5(d)     (245 )     (982 )     (982 )
Accrual of estimated transaction cost – see Note 5(f)     -       -       (10,000 )
Acceleration of share-based compensation expense – see Note 5(g)     -       -       (580 )
 Selling, general and administrative expense (pro forma acquisition adjustment)   $ (925 )   $ (4,968 )   $ (16,028 )

 

(b) Based on the terms subject in the Merger Agreement, First American’s existing term loan will be repaid as part of the FAPS Acquisition. The adjustment represents the elimination of interest expense and debt issuance cost amortization associated with First American’s existing debt for the year ended December 31, 2020, the twelve months ended March 31, 2021, and the three months ended March 31, 2021.

 

Description  

Three Months Ended March

31, 2021

   

Twelve Months Ended March

31, 2021

   

Year Ended December

31, 2020

 
(in thousands)                  
Elimination of interest expense (FAPS)   $ 3,349     $ 15,268     $ 20,432  
Elimination of unamortized debt issuance cost (FAPS)     359       1,265       1,211  
Interest expense (pro forma acquisition adjustment)   $ 3,708     $ 16,533     $ 21,643  

 

(c) Represents the recognition of interest expense including the amortization of debt issuance cost related to the new debt financing to fund the acquisition less the elimination of Deluxe’s historical interest expense and debt issuance amortization costs related to the revolving credit facility ($840 million as of March 31, 2021). Deluxe new debt consisting of a variable rate $1.155 billion Term A Loan Facility that matures in 2026 (interest rate of LIBOR plus 2.25%), a variable rate Revolving Credit Facility of $500 million that matures in 2026 (interest rate of LIBOR plus 2.25%), and the notes offered hereby that mature in 2029. For the purposes of these unaudited pro forma condensed combined financial statements, Deluxe has assumed the new financing will consist of drawing down $198 million of total available $500 million of the Revolving Credit Facility. In relation to the Term A Loan Facility, the Revolving Credit Facility, and the notes offered hereby, estimated debt issuance costs amount to $14.1 million, $5.4 million and $8.4 million, respectively for total debt issuance costs of $28 million. For purposes of calculating the pro forma interest expense, the Company used interest rates of 2.5% related to the $1.115 billion Term A Loan Facility and 2.5% related to the $198 million draw on the Revolving Credit Facility for the three months ended March 31, 2021, the twelve months ended March 31, 2021 and the year ended December 31, 2020.

 

-14-

 

 

 

Description   Three Months Ended March
31, 2021
    Twelve Months Ended March 31, 2021     Year Ended December 31, 2020  
Interest expense for Term A Loan Facility, Revolving Credit Facility and senior unsecured note   $ (17,002 )   $ (69,090 )   $ (69,450 )
Amortization of debt issuance costs for Term A Loan Facility, Revolving Credit Facility and senior unsecured notes     (1,238 )     (4,952 )     (4,952 )
Less:                        
Elimination of existing interest expense associated with existing debt     4,314       19,824       22,299  
Elimination of existing debt issuance amortization     210       841       841  
Interest Expense (pro forma financing adjustment)   $ (13,716 )   $ (53,377 )   $ (51,262 )

 

The table below sets forth the impact that a 0.125% increase or decrease in the hypothetical assumed interest rate would have on interest expense for the relevant periods for only the variable rate debt (the Term A Loan Facility and the Revolving Credit Facility). For the purposes of these unaudited pro forma condensed combined financial statements, Deluxe has assumed drawing down $198 million of total available $500 million of the Revolving Credit Facility.

 

Description   Three Months Ended March
31, 2021
    Twelve Months Ended March 31, 2021     Year Ended December 31, 2020  
1/8% increase   $ (405 )   $ (1,673 )   $ (1,691 )
1/8% decrease   $ 405     $ 1,673     $ 1,691  

 

(d) Represents the recognition of loan commitment fee expense for the $500 million Revolving Credit Facility. For the purposes of these unaudited pro forma condensed combined financial statements, Deluxe has assumed the new financing will consist of drawing down $198 million of total available $500 million of the Revolving Credit Facility. The remaining available line of credit will incur fees of approximately 32.5 basis points.

  

(e) Represents the pro forma adjustment to record the income tax impact of the pro forma adjustments utilizing estimated consolidated effective taxes rates for the years ended December 31, 2020, March 31, 2021 and the interim period of March 31, 2021.

  

(f) Represents the accrual of additional $10 million transaction costs incurred by Deluxe and First American subsequent to March 31, 2021. The remaining transaction costs are included in the historical income statement of the Company for the three months ended March 31, 2021. These costs will not affect the income statement beyond 12 months after the acquisition date.

  

(g) Represents acceleration all First American’s unvested stock option awards immediately upon consummation of the acquisition. As the compensation expenses are not yet recognized in the periods presented in the pro forma financial statements, a transaction accounting adjustment of $580 thousand was recorded to reflect the acceleration.

 

Note 6 – Twelve Months Ended March 31, 2021

 

The Deluxe financial information for the twelve months ended March 31, 2021 has been calculated by subtracting the historical unaudited consolidated statement of income (loss) for the three months ended March 31, 2020 from historical audited consolidated statement of income (loss) for the year ended December 31, 2020 and then adding historical unaudited consolidated statement of income (loss) for the three months ended March 31, 2021.

 

-15-

 

 

    Historical        
Description   Deluxe
For the Year Ended
December 31, 2020
    Deluxe
For the Three
Months Ended
March 31, 2020
    Deluxe
For the Three Months
Ended March 31, 2021
    Deluxe
For the Twelve
Months Ended
March 31, 2021
 
(in thousands)                        
Product revenue   $ 1,230,638     $ 330,687     $ 299,053     $ 1,199,004  
Service revenue     560,143       155,736       142,211       546,618  
Total revenue     1,790,781       486,423       441,264       1,745,622  
Cost of products     (458,637 )     (121,587 )     (107,325 )     (444,375 )
Cost of services     (272,134 )     (80,462 )     (71,184 )     (262,856 )
Total cost of revenue     (730,771 )     (202,049 )     (178,509 )     (707,231 )
Gross profit     1,060,010       284,374       262,755       1,038,391  
                                 
Selling, general and administrative expense     (841,658 )     (237,204 )     (212,436 )     (816,890 )
Restructuring and integration expense     (75,874 )     (17,654 )     (14,313 )     (72,533 )
Asset impairment charges     (97,973 )     (90,330 )     -       (7,643 )
Operating income (loss)     44,505       (60,814 )     36,006       141,325  
                                 
Interest expense     (23,140 )     (6,999 )     (4,524 )     (20,665 )
Other income     9,214       4,472       2,033       6,775  
Income (loss) before income taxes     30,579       (63,341 )     33,515       127,435  
                                 
Income tax provision     (21,680 )     3,210       (9,190 )     (34,080 )
Net income (loss)     8,899       (60,131 )     24,325       93,355  
Net income attributable to non-controlling interest     (91 )     -       (33 )     (124 )
Net income (loss) attributable to controlling interest   $ 8,808     $ (60,131 )   $ 24,292     $ 93,231  

 

The First American financial information for the twelve months ended March 31, 2021 has been calculated by subtracting the historical unaudited condensed consolidated statement of income for the three months ended March 31, 2020 from historical audited consolidated statement of income for the year ended December 31, 2020 and then adding historical unaudited condensed consolidated statement of income for the three months ended March 31, 2021.

 

As part of preparing the pro forma condensed combined financial statements, management performed a preliminary analysis of First American’s financial information to identify differences in accounting policies as compared to those of Deluxe and differences in financial statement presentation as compared to the presentation of Deluxe. Refer to the table below for a summary of reclassification adjustments made to First American’s consolidated statement of income for the twelve months ended March 31, 2021 to conform presentation.

 

        Historical                    
FAPS Consolidated
Income Statement
Line Items
  Deluxe
Consolidated
Income Statement
Line Items
  FAPS
For the Year
Ended
December 31, 2020
    FAPS
For the Three
Months Ended
March 31, 2020
    FAPS
For the Three
Months Ended
March 31, 2021
    Reclassification           FAPS
For the Twelve
Months Ended
March 31, 2021
(rounded)
 
                                      (in thousands)  
Revenue       $ 288,322,188     $ 73,375,564     $ 76,840,540     $ (291,787,164 )     (i)     $ -  
    Product revenue     -       -       -       18,952,714       (i)       18,953  
    Service revenue     -       -       -       272,834,450       (i)       272,834  
Other costs of service         166,501,208       42,249,065       44,612,118       (168,864,261 )     (ii)       -  
    Cost of products     -       -       -       10,968,392       (ii)       10,968  
    Cost of services     -       -       -       157,895,869       (ii)       157,896  
Selling, general and administrative expenses   Selling, general and administrative expense     70,109,486       19,701,053       16,834,392       23,593,696       (iii)       90,837  
Depreciation and amortization         24,393,067       6,079,256       5,279,885       (23,593,696 )     (iii)       -  
Interest expense   Interest expense     21,642,621       8,817,730       3,708,402       -               16,533  
Other (income) expense   Other income     (16,440 )     58,273       (10,140 )     -               (85 )
Provision (benefit) for income taxes   Income tax provision     2,091,075       127,511       1,606,863       -               3,570  

 

(i) Represents a reclassification of revenue to product revenue and service revenue to conform to Deluxe presentation.

 

(ii) Represents a reclassification of cost of sales to cost of products and cost of services to conform to Deluxe presentation.

 

(iii) Represents a reclassification of depreciation and amortization to selling, general and administrative expenses to conform to Deluxe presentation.

 

-16-