Deluxe Corporation (1)

UVA-F-1492 Version 2.1

DELUXE CORPORATION

In the late summer of 2002, Rajat Singh, a managing director at Hudson Bancorp, was reflecting on the financial policies of Deluxe Corporation, the largest printer of paper checks in the United States. Earlier in the year, Deluxe had retired all of its long-term debt, and the company had not had a major bond issue in more than 10 years. Simultaneously, the company had been pursuing an aggressive program of share repurchases, rep urchases, the latest of which was nearly complete. So far, those actions had proven successful; investors had responded well to the share repurchases, and the company’s stock was at its highest level in nearly 10 years. But Singh, who had been retained by Deluxe’s board of directors to provide guidance on the company’s financial strategy, saw dangers looming for Deluxe that would require the company’s managers to do more. Deluxe Corporation was the dominant player in the highly concentrated and competitive check-printing industry. Deluxe’s sales and earnings growth, however, had been in a slow decline as the company struggled to fight a relentless wave of technological change. Since the advent of on-line payment methods and the rising popularity of credit and debit d ebit cards, consumers’ usage of paper pape r checks had fallen steadily. In response, Deluxe’s chair and chief executive officer (CEO), Lawrence J. Mosner, had led a major restructuring of the firm whereby he rationalized its operations, reduced its labor force, and divested several noncore businesses. Singh sensed that those measures would only carry the company so far and that the board was looking for other alternatives. Singh surmised that there would eventually be a tipping point at which the demand for paper checks would fall precipitously. In this challenging operating environment, Singh was convinced that Deluxe would need continued financial flexibility to fend off the eventual disintegration of its core business. Singh had already told the board that the company had probably gone as far as it could with share repurchases. The time for a new round of debt financing was at hand. The board had asked Singh for a detailed plan in five days, and had insisted that, as part of the plan, he undertake a complete assessment of the firm’s overall debt policy, focusing primarily on the appropriate mix of debt and equity. In the not-too-distant future, Deluxe’s financial and strategic choices would be severely constrained, and Singh believed it was essential that the company’s financial policies afford it the necessary funding and flexibility to steer a path to survivability.

This case was prepared from public data by Sean D. Carr, under the supervision of Robert F. Bruner and Professor Susan Chaplinsky. Hudson Bancorp and Rajat Singh are fictional; the case is intended solely as a basis for class discussion rather than to illustrate effective or ineffective handling of an administrative situation. Copyright  2005 by the University of Virginia Darden School Foundation, Charlottesville, VA. All rights reserved. To order copies, send an e-mail to [email protected]. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsh spreadsheet, eet, or transmitt transmitted ed in any any form or by any means—el means—electr ectronic, onic, mechanica mechanical, l, photoc photocopyi opying, ng, recording recording,, or or otherw otherwise— ise— without the permission of the Darden School Foundation. ◊

This document is authorized for use by Naike Kalemera, from 4/10/2015 to 7/10/2015, in the course: FIN 4220: Corporate Finance - Tompkins June 2015, Kennesaw State University.

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Modest Beginnings

Deluxe Corporation was founded in 1915 by a chicken-farmer-turned-printer chicke n-farmer-turned-printer in a one-room print shop in St. Paul, Minnesota. Then known as Deluxe Check Printers, the company was a pioneer in the emerging check printing business, and specialized in imprinting personalized information on checks and checkbooks. Deluxe became a publicly traded company in 1965, and a nd traded on the New York Stock Exchange in 1980 under the name Deluxe Corporation. The company was the largest provider of checks in the United States, serving customers through more than 10,000 financial institutions. Deluxe Delu xe processed more than tha n 100 million check orders each year—nearly half of the U.S. market. American consumers wrote more than 42 billion checks annually, although check usage had declined in recent years. Between 1975 and 1995, the peak years of check usage in the United States, Deluxe Corporation’s revenues grew at a compound annual rate of 12%. This rate, however, had declined over the past decade as checks lost share to the electronic forms of payment, such as ATMs, credit John Harland cards, debit cards, and Internet bill-paying systems. 25% 25% As those new forms of payment created a highly Deluxe fragmented payment industry, check printing itself 49% 49% remained highly concentrated, with only a few firms controlling 90% of the market. Deluxe competed Clarke primarily with two other companies, John Harland American and Clarke American, a subsidiary of U.K.-based 26% Novar (Figure 1). With a proliferation of alternative Figure 1. U.S. check-printing market share. (Source of data: D.A. payment systems, the check-printing business faced Davidson & Co.) an annual decline of 1%–3% in check demand, a trend that most industry analysts expected to continue.

Recent Financial Performance

With the prospect of a precipitous decline in demand de mand for paper checks emerging in the late 1990s, Deluxe undertook a major reorganization during which it divested nonstrategic businesses and dramatically reduced the number of its employees and facilities. The company went from 62 printing plants to 13, reduced its labor force from 15,000 to 7,000, outsourced information technology functions, improved manufacturing efficiencies, and divested nearly 20 separate businesses. The resulting resulting reductions in operating expenses helped reverse Deluxe’s earnings slump in 1998, despite the continued softening in revenue growth. In 2000, Deluxe announced ann ounced a major strategic shift with the spinoff of its technology-related subsidiaries, eFunds and iDLX Technology Partners, in an initial public offering. The subsidiary eFunds provided electronic-payment products and services (e.g., electronic transaction processing, electronic funds transfer, and payment protection services) to the financial and retail industries; iDLX offered technology-related consulting services to financial services companies. Deluxe’s


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CEO, Mosner, believed that Deluxe offered more value to shareholders as a pure-play company. While he admitted that the eventual demise of the paper-check business was a certainty, he insisted that there were still growth opportunities for the company: We don’t want to abandon the core business too soon. Instead, you mine all you can out of the core business before [moving on]. We have a very good business, a very solid business with high levels of profitability. We feel we can generate revenues and profits on our core business not only today but over the next five years.1 With the spinoff of eFunds and iDLX, management abandoned its plan for Deluxe to offer products and services targeting the electronic-transfer market and refocused on its core business. Repositioning the firm as a pure-play check-printing company made sense to investors, and the company’s stock price rose on the news. Following the spinoff, Mosner reorganized Deluxe’s remaining paper-payments segment around three primary business units. Financial Business Services sold checks to consumers through financial Services institutions, with institutional clients typically 16% Financial entering into three-to-five-year supplier contracts. Services Direct Checks sold to consumers through direct mail 60% and the Internet. The Business Services segment sold Direct checks, forms, and related products through financial Checks institutions and directly to small businesses, targeting 24% firms with no more than 20 employees. See Figure 2 for data on Deluxe’s 2001 sales by segment. Figure 2. Deluxe Corp. sales by segment, 2001. (Source of data: Company reports.)

According to some analysts, the Business Services segment ultimately held the most promise for Deluxe because it could allow the company to bundle or cross-sell a variety of products and services to the growing small-business sector. Rather than simply grow its number of individual customers, as it had done in the past with its check business, Business Services could generate growth in the number of products or services it sold per customer. Furthermore, there were several regional companies active in this sector that had the potential to be strategic partners for Deluxe. By year-end 2001, the market had responded favorably to the spinoff and restructuring efforts—the firm’s share price had grown by more than 65% over the year, outperforming the S&P 500 Index, which had fallen nearly 20%.Over the preceding decade, however, the firm’s share price growth had lagged the broad market indexes. Exhibit 1 gives a 10-year summary of the financial characteristics of the firm, including share prices and data on comparable market performance. From 1998 to 2001, Deluxe Corporation’s compound annual rate of sales growth was −4.0%, which reflected the growing maturity of the market for paper checks in the United States. Consistent with

1

Dee DePass, “Cashing Out: Even Deluxe Corp. Admits That Paper Checks Are Headed for the Dust Heap of History,” Star-Tribune Newspapers of the Twin Cities, 17 January 2002.


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the perceived maturity of the market segment, Deluxe’s 2001 price earnings ratio (P/E) of 11.0× hovered well below the broader market’s P/E of 29.5×. Concerns about revenue growth and declining demand for printed checks were echoed in the comments of analysts who followed the firm. Despite a positive assessment of the firm’s recent ability to improve margins, one analyst covering Deluxe was guarded: [W]e remain cautious concerning Deluxe’s long-term prospects for earnings growth, until the company can improve profitability in its core [Financial Services] check printing segment. At present, this seems like a tough proposition, given a relatively mature market, intense price competition, the growth in electronic payments, and consolidation in the banking sector.2 Rajat Singh knew that Deluxe’s board members had many of the same concerns, but also knew that they believed the analyst community had taken a shortsighted view of the company’s potential. In fact, Deluxe’s most recent annual report stated, “While the check printing industry is mature, our existing leadership position in the market place contributes to our financial strength.”3 The U.S. Federal Reserve Board’s 2001 Bank Payment Study indicated that checks still remained consumers’ most preferred method of noncash payment, representing 60% of all retail noncash payments. The company’s management believed that it was well positioned to extract value from this business and to explore noncheck offerings that would closely leverage Deluxe’s core competencies. Exhibits 2 and 3 give the latest years’ income statements and balance sheets for Deluxe Corporation.

Current and Future Financing

Against this backdrop, Singh assessed the current and future financ ing requirements of the firm. From time to time, Deluxe required additional financing for such general corporate purposes as working capital, capital asset purchases, possible acquisitions, repayment of outstanding debts, dividend payments, and repurchasing the firm’s securities. To meet those short-term financing needs, Deluxe could draw upon the following debt instruments: •

Commercial paper :4 Deluxe maintained a $300-million commercial-paper program, which carried a credit rating of A1/P1. “The risk of a downgrade of Deluxe’s short-term credit rating is low,” Singh thought. “If for any reason, they were unable to access the commercial paper markets, they would rely on their line of credit for liquidity.” Deluxe had $150 million in commercial paper outstanding, at a weighted-average interest rate of 1.85%.

2

David Gallen, Value Line Investment Survey , 24 May 2002. Deluxe Corporation Annual Report (2001), 25–26. 4 Commercial paper was an unsecured, short-term obligation issued by a corporation, typically for financing accounts receivable and inventories. It was usually issued at a discount reflecting prevailing market interest rates, and it s maturity ranged from 2 to 270 days. 3


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•

Line of credit : Deluxe also had $350 million available under a committed line of credit, which would expire in August 2002, and $50 million under an uncommitted line of credit. During 2001, the company drew no amounts on its committed line of credit. The average amount drawn on the uncommitted line during 2001 was $1.3 million, at a weighted-average interest rate of 4.26%. At year-end, no amount was outstanding on this line of credit.

•

Medium-term notes : Deluxe had a shelf registration5 for the issuance of up to $300 million in medium-term notes. No such notes had been issued or were outstanding.

In February 2001, Deluxe paid off $100 million of its 8.55% long-term unsecured and unsubordinated notes, which it had issued in 1991. In January 2001, the company’s board of directors approved a stock-repurchase program, which authorized the repurchase of up to 14 million shares of Deluxe common stock, or about 19% of total shares outstanding. By year-end, the company had spent about $350 million to repurchase 11.3 million shares. This program followed a share-repurchase program initiated in 1999, which called for the repurchase of 10 million shares, or about 12.5% of the firm’s shares outstanding at the time. Deluxe funded these repurchases with cash from operations and from issuances of commercial paper. Exhibit 1 summarizes the firm’s share repurchase activity in recent years. Singh believed the board would continue to pursue an aggressive program of share repurchases. In addition to possible buybacks and strategic acquisitions, Singh reviewed other possible demands on the firm’s resources. He believed that cash dividends would be held constant for the foreseeable future. He also believed that capital expenditures would be about equal to depreciation for the next few years. Although sales might grow, working capital turns should decline, resulting in a reduction in net working capital in the first year, followed by increases later on. Both of those effects reflected the tight asset management under the new CEO. Exhibit 4 gives a five-year forecast of Deluxe’s income statement and balance sheet. This forecast was consistent with the lower end of analysts’ projections for revenue growth and realization of the benefits of Deluxe’s recent restructuring. The forecast assumed that the existing debt would be refinanced with similar debt, but did not assume major share repurchases. The forecast would need to be revised to reflect the impact of any recommended changes in financial policy.

Considerations in Assessing Financial Policy

In addition to assessing Deluxe’s internal financing requirements, Singh recognized that his policy recommendations would play an important role in shaping the perceptions of the firm by bond-rating agencies and investors.

5

Shelf registration was a term used to describe the U.S. Securities and Exchange Commission’s rule that gave a corporation the ability to comply with registration requirements up to two years before a public offering for a security. With a registration on the shelf, the company could quickly go to market with its offering when conditions became more favorable.


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Bond rating6

Deluxe’s senior debt, which had matured in February 2001, had been rated A+ byStandard & Poor’s and A1 by Moody’s. (Exhibit 5 presents the bond-rating definitions for this and other rating categories.) A+/A1 were investment-grade ratings, as were the next lower rating grades, BBB/Baa. Below that, however, were noninvestment-grade ratings Default Rates By Rating Category (2001) (BB/Ba), which were often referred 32.50% 3 5 . 0 0 % to as high yield or junk debt. Some 30.00% large institutional investors (for example, pension funds and 2 5 . 0 0 % 20.00% charitable trusts) were barred from 9.35% investing in noninvestment-grade 1 5 . 0 0 % 1.19% debt, and many individual investors 1 0 . 0 0 % 0.30% 0.17% 0.00% 0.00% shunned it as well. For that reason, 5.00% the yields on noninvestment-grade 0.00% A aa Aa A B aa Baa B aa C aa -C debt over U.S. Treasury securities 3. Default rates by rating category, 2001. (Source of data: Moody’s Investors (i.e., spreads) were typically Figure Service, February 2002.) considerably higher than the spreads for investment-grade issues. For pertinent data on the rating categories, see Figures 3 and 4. The ability to issue noninvestment-grade debt depended, to a much greater degree than did investment-grade debt, on the strength of the economy and on favorable credit market conditions. On that issue, Rajat Singh said: Number of New Issue s By Rating Category (2005)

783 800 556 600 224

400 154

73

140

200

41

0 AAA

AA

A

BBB

BB

B

CCC

Figure 4. Number of new issues by rating category, 2005. (Source of data: Standard & Poor’s RatingsDirect .)

You don’t pay much of a penalty in yield as you go from A to BBB. There’s a range over which the risk you take for more leverage is de minimus. But you pay a big penalty as you go from BBB to BB. The penalty is not only in the form of higher costs, but also in the form of possible damage to the Deluxe brand. We don’t want the brand to be sullied by an association with junk debt. For those reasons, Singh sought to preserve an investment-grade rating for Deluxe. But where in

6

A firm’s bond rating, which was based on an analysis of the issuer’s financial condition and profitability, reflected the probability of defaulting on the issue. The convention in finance was that the firm’s bond rating referred to the rating on the firm’s senior debt, with the understanding that any subordinated debt issued by the firm would ordinarily have a lower bond rating. For instance, Deluxe’s senior debt had the split BBB/Baa3 rating, while i ts subordinated convertible bonds were rated BB/Ba. Standard & Poor’s, Moody’s Investors Service, and Fitch Investors Service were bond-rating services.


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the investment-grade range should Deluxe be positioned? Exhibit 6 gives the financial ratios associated with the various rating categories. While the rating agencies looked closely at a number of indicators of credit quality, Deluxe’s managers paid particular attention to the ratio of earnings before interest and taxes (EBIT) to interest expense. Exhibit 7 illustrates Deluxe’s EBIT-coverage ratios for the past 10 years. Singh’s recommendations for the company would require the selection of an appropriate target bond rating. Thereafter, Singh would have to recommend to the board the minimum and maximum amounts of debt that Deluxe could carry to achieve the desired rating. Flexibility

Singh was aware that choosing a target debt level based on an analysis of industry peers might not fully capture the flexibility that Deluxe would need to meet its own possible future adversities. Singh said: Flexibility is how much debt you can issue before you lose the investment-grade bond rating. I want flexibility, and yet I want to take advantage of the fact that, with more debt, you have lower cost of capital. I am very comfortable with Deluxe’s strategy and internal financial forecasts for its business; if anything, I believe the forecasts probably underestimate, rather than overestimate, its cash flows. But let’s suppose that a two-sigma adverse outcome would be an EBIT close to $200 million—I can’t imagine in the worst of times an EBIT less than that. Accordingly, Singh’s final decision on the target bond rating would have to be one that maintained reasonable reserves against Deluxe’s worst-case scenario. Cost of capital

Consistent with management’s emphasis on value creation, Singh believed that choosing a financial policy that minimized the cost of capital was important. He understood that exploitation of debt tax shields could create value for shareholders—up to a reasonable limit, but beyond that limit, the costs of financial distress would become material and would cause the cost of capital to rise. Singh relied on Hudson Bancorp’s estimates of the pretax cost of debt and cost of equity by rating category (see Exhibit 8). The cost of debt was estimated by averaging the current yield-to-maturity of bonds within each rating category. The cost of equity (K e) was estimated by using the capital asset pricing model (CAPM). The cost of equity was computed for each firm by using its beta and other capital market data. The individual estimates of K e were then averaged within each bond-rating category. Singh reflected on the relatively flat trend in the cost of equity within the investment-grade range, and he understood that changes in leverage within the investment-grade range were not regarded as material to investors. Nonetheless, it remained for Singh to determine which rating category provided the lowest cost of capital.


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Current capital-market conditions

Any policy recommendations would need to acknowledge the feasibility of implementing those policies today as well as in the future. Exhibit 9 presents information about current yields in the U.S. debt markets. The current situation in the debt markets was favorable as the U.S. economy continued its expansion. The equity markets seemed to be pausing after a phenomenal advance in prices. The outlook for interest rates was stable, although any sign of inflation might cause the Federal Reserve to lift interest rates. Major changes in taxes and regulations were in abeyance, at least until the outcome of the next round of presidential elections.

Conclusion

Rajat Singh leafed through the analyses and financial data he had gathered for his presentation to Deluxe Corporation’s board of directors. Foremost in his mind were the words of the company’s chief financial officer, Douglas Treff, who had said to a group of securities analysts barely a week earlier: Let me anticipate a question which many of you are pondering. What now? Our board of directors and the management team are committed to maximizing shareholder value. Our past actions have demonstrated that commitment. We have spun off a business, eFunds, at the end of 2000, to unleash the value of two different types of companies. Over the past 18 months, we have returned more than $600 million to shareholders through cash dividends and share repurchases. Therefore, be assured that we are evaluating options that will continue to create value for our fellow shareholders.7 Clearly, Singh’s plan would have to afford Deluxe low costs and continued access to capital under a variety of operating scenarios in order for the firm to pursue whatever options it was considering. This would require him to test the possible effects of downside scenarios on the company’s coverage and capitalization ratios under alternative debt policies. He reflected on the competing goals of value creation, flexibility, and bond rating. He aimed to recommend a financial policy that would balance those goals and provide guidance to the board of directors and the financial staff regarding the firm’s target mix of capital. With so many competing factors to weigh, Singh believed that it was unlikely that his plan would be perfect. But then he remembered one of his mentor’s favorite sayings: “If you wait until you have a 99% solution, you’ll never act; go with an 80% solution.”

7

Fair Disclosure Financial Network, transcript of Earnings Release Conference Call, 18 July 2002.


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Exhibit 2 DELUXE CORPORATION

Deluxe Corporation’s Consolidated Statements of Income (in millions of U.S. dollars)

Years ended December 31 2001 2000 Revenue

$1,278.4

Cost of goods sold Selling, general, and admin. expense Goodwill amortization expense Asset impairment and disposition losses T l

453.8 514.4 6.2 2.1 976 4

$1,262.7 453.0 518.2 5.2 7.3 983.8

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Deluxe Corporation’s Consolidated Statements of Income (in millions of U.S. dollars)

Years ended December 31 2001 2000 Revenue

$1,278.4

Cost of goods sold Selling, general, and admin. expense Goodwill amortization expense Asset impairment and disposition losses Total costs Profit/(loss) from operations

Interest income Other income Interest expense Earnings/(loss) before taxes Tax expense Discontinued operations income/(loss) Net earnings/(loss)

$1,262.7

453.8 514.4 6.2 2.1 976.4 302.0

453.0 518.2 5.2 7.3 983.8 278.9

2.4 (1.2) (5.6) 297.6 111.6 $185.9

4.8 1.2 (11.4) 273.4 104.0 (7.5) $161.9

Source of data: Company regulatory filings. .


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Deluxe Corporation’s Consolidated Balance Sheets (in millions of U.S. dollars) 2001

2000

Assets

Current assets Cash and cash equivalents Marketable securities Trade accounts receivable – net Inventories Supplies Deferred income taxes Prepaid expenses and other Total current assets Long-term investments Property, plant, and equipment – net Intangibles – net Goodwill–net Other noncurrent assets Total assets

$9.6 37.7 11.2 11.1 4.6 9.9 84.0 37.7 151.1 115.0 82.2 67.9 $537.8

$80.7 18.5 46.0 11.3 11.8 7.4 12.0 187.8 35.6 174.0 134.5 88.4 36.2 $656.4

$52.8 162.9 150.0 1.4

$44.7 148.5 100.7

367.1 10.1 44.9 37.0 459.1

293.9 10.2 51.1 38.3 393.5

64.1 14.6 0.1 78.7 $537.8

72.6 44.2 146.2 0.1 (0.2) 262.9 $656.4

Liabilities and Stockholders' Equity

Current liabilities Accounts payable Accrued liabilities Short-term debt Long-term debt due within one year Total current liabilities Long-term debt Deferred income taxes Other long-term liabilities Total liabilities Common stockholders' equity Common shares Additional paid-in capital Retained earnings Unearned compensation Accum. other comprehensive income Total common stockholders' equity Total liabilities and stockholders' equity

Source of data: Company regulatory filings.


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Deluxe Corporation’s Financial Forecast, 2002–06 (in millions of U.S. dollars) Actual Annual increase in sales Operating profit/sales Tax rate Working capital/sales Dividend payout ratio

Projected

2001

2002

2003

2004

2005

2006

1.2% 23.6% 37.0% 9.1%

1.4% 26.6% 38.0% 9.1% 52.0%

1.6% 26.7%

2.0% 26.7%

2.2% 26.7%

2.4% 26.7%

Income Statement

Net sales Operating profit Interest expense, net Pretax income Tax expense Net income Dividends Retentions to earnings

$1,278.4 302.0 3.2 298.8 111.6 187.1 94.9 $92.2

$1,296.3 344.8 4.0 340.8 129.5 211.3 94.9 $116.4

$1,317.0 351.6 4.0 347.6 132.1 215.5 94.9 $120.7

$1,343.4 358.7 4.0 354.7 134.8 219.9 94.9 $125.0

$1,372.9 366.6 4.0 362.6 137.8 224.8 94.9 $129.9

$1,405.9 375.4 4.0 371.4 141.1 230.3 94.9 $135.4

Balance Sheet

Cash Working capital (without debt) Net fixed assets

$9.6 116.6 151.1

$124.3 118.2 151.1

$243.1 120.1 151.1

$365.8 122.5 151.1

$493.0 125.2 151.1

$625.4 128.2 151.1

Total assets

277.2

393.6

514.3

639.3

769.3

904.6

Debt (long- and short-term) Other long-term liabilities Equity

161.5 37.0 78.7

161.5 37.0 195.2

161.5 37.0 315.8

161.5 37.0 440.9

161.5 37.0 570.8

161.5 37.0 706.2

Total capital

$277.2

$393.6

$514.3

$639.3

$769.3

$904.6

$351.6 (133.6) 50.0 (50.0) (1.9)

$358.7 (136.3) 50.0 (50.0) (2.4)

$366.6 (139.3) 50.0 (50.0) (2.7)

$375.4 (142.6) 50.0 (50.0) (3.0)

$224.6

$229.7

Free Cash Flows

EBIT Less taxes on EBIT Plus depreciation Less capital expenditures Less additions to/plus reductions in workng capital Free cash flow

$344.8 (131.0) 50.0 (50.0) (1.6) $212.2

$216.1

$220.0

Source: Case writer’s analysis, consistent with forecast expectations of securities analysts.


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Standard & Poor’s Bond-Rating Definitions

Long-Term Issue Credit Ratings: Issue credit ratings are based, in varying degrees, on the following considerations: •

Likelihood of payment? Capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation.

• Nature and provisions of the obligation. •

Protection afforded by and relative position of the obligation in the event of bankruptcy, reorganization, or other arrangements under the laws of bankruptcy and other laws affecting creditors’ rights.

The issue-rating definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.) Accordingly, in the case of junior debt, the rating may not conform exactly to the category definition. AAA

An obligation rated AAA has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. AA

An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. A

An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than are obligations in the higher-rated categories. The obligor’s capacity to meet its financial commitment on the obligation, however, is still strong. BBB

An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.


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Exhibit 5 (continued)

BB, B, CCC, CC, and C

Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C indicates the highest. While such obligations will likely have some quality and protective characteristics, those characteristics may be outweighed by large uncertainties or major exposures to adverse conditions. Plus (+) or minus ( −)

The ratings from AA to CCC may be modified by the addition of a plus (+) or a minus (−) sign to show the obligation’s relative standing within the major rating categories.

Source: Standard & Poor’s Bond Guide, 2001.


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Exhibit 5 (continued) Moody’s Bond-Rating Definitions

Aaa

Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as gilt edge. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa

Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they compose what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuations of protective elements may be of greater amplitude or there may be other elements present that make the long-term risks appear somewhat larger than in Aaa securities.

A

Bonds that are rated A possess many favorable investment attributes and are to be considered upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment sometime in the future.

Baa

Bonds that are rated Baa are considered medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payment and principal security appear adequate for the present, but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and, in fact, have speculative characteristics as well.

Ba

Bonds that are rated Ba are judged to have speculative elements; their future cannot be considered as well assured as the higher-rated categories. Often, the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B

Bonds that are rated B generally lack the characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period may be small.

Caa

Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.


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Exhibit 5 (continued) Ca

Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C

Bonds that are rated C are the lowest-rated class of bonds, and issues so rated can be regarded as having extremely poor prospects for ever attaining any real investment standing.

Source: Mergent Annual Bond Record , 2002.


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Exhibit 6 DELUXE CORPORATION T h i s d o c u F m I N e A n n 4 t i y 2 s 2 u 0 a n : u a C t h u o t h r o r o p i z o e r i z r d e a t f d e o u F r s i u e n s a o n e r c b r e y e p - N r T a o i k d o u m e c p K t k a i o n i l n s e o J m f u e t r h n a i e , s 2 f d 0 r o 1 o m c u 5 m ,K 4 e e / 1 n n 0 t n / 2 i e 0 s 1 s s a 5 t r w i t c o S t l t 7 y p a 1 t / r e 0 o h U / 2 i n 0 b i 1 i v t e e 5 , d s r . i i n t y t . h e c o u r s e :

Key Industrial Financial Ratios by Rating Categories

Key Industrial Financial Ratios (Three-year medians 2000–02)

Investment grade AA

AAA

EBIT interest coverage (x) EBITDA interest coverage (x) Funds from operations/total debt (%) Free operating cash flow/total debt (%) Return on capital (%) Operating income/sales (%) Long-term debt/capital (%) Total debt/capital, incl. short-term debt (%)

23.4 25.3 214.2 156.6 35.0 23.4 (1.1) 5.0

13.3 16.9 65.7 33.6 26.6 24.0 21.1 35.9

A

6.3 8.5 42.2 22.3 18.1 18.1 33.8 42.6

3.9 5.4 30.6 12.8 13.1 15.5 40.3 47.0

2.2 3.2 19.7 7.3 11.5 15.4 53.6 57.7

1.0 1.7 10.4 1.5 8.0 14.7 72.6 75.1

Standard & Poor's defined these ratios based on the book value of these items as follows: EBIT interest coverage = EB IT/interest expense. EBITDA interest coverage = (EBIT p lus depreciation and amortization)/interest expense Long-term debt/capital = long-term debt/(long-term debt + stockholders' equity) Total debt/capital, incl. short-term debt = (short-term debt + long-term debt)/(short-term debt + long-term debt + stockholders' equity)

Source of data: Standard & Poor’s CreditStats.

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Exhibit 7 DELUXE CORPORATION T h i s d o c u F m I N e A n n 4 t i y 2 s 2 u 0 a n : u a C t h u o t h r o r o p i z o e r i z r d e a t f d e o u F r s i u e n s a o n e r c b r e y e p - N r T a o i k d o u m e c p K t k a i o n i l n s e o J m f u e t r h n a i e , s 2 f d 0 r o 1 o c m u 5 m ,K 4 e e / 1 n n 0 t n / 2 i e 0 s 1 s s a 5 t r w i t c o S t l t 7 y a p t / 1

Noninvestment grade BB B

BBB

Deluxe Corporation’s Annual EBIT-Coverage Ratios

60.0x

55.2x

50.0x

t 40.0x s e r e t n I y b d 30.0x e d i v i D T I B E 20.0x

32.4x 27.3x 21.0x

32.8x 31.0x 26.3x

21.9x

20.7x 16.1x

UVA-F-1492

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UVA-F-1492

Exhibit 7 DELUXE CORPORATION T h i s d o c u F m I N e A n n 4 t i y 2 s 2 u 0 a n : u a C t h u o t h r o r o p i z o e r i z r d e a t f d e o u F r s i u e n s a o n e r c b r e y e p - N r T a o i k d o u m e c p K t k a i o n i l n s e o J m f u e t r h n a i e , s 2 f d 0 r o 1 o c m u 5 m ,K 4 e e / 1 n n 0 t n / 2 i e 0 s 1 s s a 5 t r w i t c o S t l t 7 y p a 1 t / r e 0 o h U / 2 i n 0 b i 1 i v t e e 5 , d s r . i i n t y t . h e c o u r s e :

Deluxe Corporation’s Annual EBIT-Coverage Ratios

60.0x

55.2x

50.0x

t 40.0x s e r e t n I y b d 30.0x e d i v i D T I B E 20.0x

32.4x

32.8x 31.0x

27.3x

26.3x

21.0x

21.9x

20.7x 16.1x

10.0x

0.0x 1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

Source of data: Company regulatory filings; case writer’s analysis.

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UVA-F-1492


Capital Costs by Rating Category AAA

AA

A

BBB

BB

B

Cost of debt (pretax)

5.47%

5.50%

5.70%

6.30%

9.00%

12.00%

Cost of equity

10.25%

10.35%

10.50%

10.60%

12.00%

14.25%

Source of data: Hudson Bancorp.

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UVA-F-1492


Capital Costs by Rating Category AAA

AA

A

BBB

BB

B

Cost of debt (pretax)

5.47%

5.50%

5.70%

6.30%

9.00%

12.00%

Cost of equity

10.25%

10.35%

10.50%

10.60%

12.00%

14.25%

Source of data: Hudson Bancorp.


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UVA-F-1492


Capital-Market Conditions (as of July 31, 2002)

U.S. Treasury Obligations 90-day bills 180-day bills 2-year notes 3-year notes 5-year notes 10-year notes 30-year notes

Corporate Debt Obligations (10-year) AAA AA A BBB BB B

Yield 1.69% 1.68% 2.23% 2.79% 3.45% 4.46% 5.30%

Other Instruments Discount Notes Certificates of Deposit (3-month) Commercial Paper (6-month) Term Fed Funds

Yield 5.51% 5.52% 5.70% 6.33% 9.01% 11.97%

Source of data: Bloomberg LP, S&P's Research Insight, Value Line Investment Survey, Datastream Advance


Yield 1.70% 1.72% 1.75% 1.78%

Deluxe Corporation (1)

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