Deluxe Corporation (DLX) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to today's Deluxe Corporation conference call. [Operator Instructions]. Today's call is being recorded. At this time, I would like to turn the conference over to your host, Vice President of Strategy and Investor Relations, Brian Anderson. Please go ahead.

Thank you, operator, and welcome to the Deluxe acquisition overview call. Joining me on today's call are Barry McCarthy, our President and Chief Executive Officer; and Chip Zint, our Chief Financial Officer. At the end of today's prepared remarks, we will take questions. Before we begin, I'd like to note that the press release and presentation materials relating to today's announcement are also available via the Deluxe Investor Relations website. I'll remind listeners that today's call will include forward-looking statements about management's expectations and estimates, including, but not limited to, key transaction rationale, expected financial benefits, combined metrics, future financial and operating objectives and expectations regarding estimated post-closing results. All such forward-looking statements remain subject to the risk factors set forth in the press release we furnished today. Our Form 10-K for the year ended December 31, 2025, and our other company SEC filings, which include additional information about factors that may cause actual results to differ materially from any such forward-looking statements. Forward-looking statements speak only as of today, and the company does not assume any obligation or intent to update them, except as required by law. On the call today, we will discuss non-GAAP financial measures, including adjusted EBITDA and EBITDA margin, adjusted EPS, net leverage and free cash flow. In our press release, today's presentation and our filings with the SEC, you'll find additional disclosures regarding non-GAAP measures, including reconciliation of these measures to the most comparable measures under U.S. GAAP. These materials are further available via the company's IR website. And with that, I'll hand it over to Barry.

Thanks, Brian. And thank you all for joining us today as we announce our entry into an agreement to acquire Celero Commerce. This is a highly compelling transaction that we believe accelerates Deluxe's ongoing strategic transformation. Celero is a financial technology company focused on optimized payment solutions for small to midsized businesses and strategic partners. Once completed, we expect this transaction to significantly enhance the scale, scope and capabilities of our Deluxe Merchant Services business. The Celero acquisition fully aligns with our existing strategy and is highly compelling. As you can see here on Slide 3, here's why. First, with Celero, our business mix will shift further towards payments and data, accelerating our transformation. Second, the combination increases merchant services scale and scope. Third, we expect the deal to be accretive to adjusted EPS in the first full year following closing, while also improving our overall top line growth trajectory and adjusted EBITDA margin profile, with further improvement opportunity from achievable cost synergies. Fourth, it requires no change to our responsible capital allocation priorities and we expect to return to 3x leverage over a 2-year post-closing horizon. Fifth, no changes are needed to our dividend policy. And finally, Celero furthers the modernization of our core payments technology. Before Chip discusses some additional financial details, let me reinforce that today's announcement is a clear progression accelerating our transformation that has been underway for several years. Since our Investor Day in late 2023, we've communicated a clear strategy consisting of leveraging the brand, trust, relationships and cash flow generated by our legacy print business to build a leading digital payments and data company. Our priorities have remained consistent. Shifting mix towards payments and data to reduce reliance on the mature print business, driving operating efficiency and capital allocation discipline. We've executed against our strategy by investing in payments and data growth, driving consistent operating leverage across the business, expanding our free cash flow and strengthening the balance sheet. As you can see on the current slide, with Celero, our mix shift decisively for its payments and data. As I've shared and as you can see here on Slide 5, over the last several years, Deluxe has fundamentally repositioned itself. We have simplified our portfolio, modernized core technology infrastructure, integrated the First American business, expanded our margins more than doubled our free cash flow built scalable technology platforms and shifted our mix towards payments and data growth markets, all while reducing our debt, positioning our balance sheet to enable an accretive addition such as Celero to our portfolio. We've delivered against both our Investor Day financial commitments and our mix shift goal ahead of schedule. I'll let Chip now jump in and talk more about the financial aspects of the agreement.

Thanks, Barry, and good morning, everyone. As we shared in our release and as you can see here on Slide 6, Deluxe will acquire Celero for $625 million, plus the payment of certain seller transaction-related expenses and other adjustments. The price represents approximately 7.4x Celero's trailing 12-month adjusted EBITDA, inclusive of both expected run rate cost synergies and impacts from an anticipated tax step-up asset. At closing, we will initially fund the transaction with $375 million of incremental term loan proceeds, along with available existing capacity within our revolving credit facility. We have identified initial cost synergies in excess of $15 million to be realized fully across a 24-month period following closing along with additional revenue synergy upside not included in our base case. Our combined net leverage is anticipated to be approximately 3.9x at close, including expected run rate cost synergies. As you have seen from us in the past, we will continue to prioritize debt repayment as a primary capital allocation priority. With a clear actionable path towards deleveraging, we expect to return to 3x within a 2-year horizon following closing. And as Barry noted, there are also no changes planned to our dividend policy. The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals in the U.S. and other customary closing conditions. Barry will now cover more details about the quality and strategic value of the Celero assets.

Thanks, Chip. By adding Celero, we unlocked the ability to further accelerate our strategy. When we acquired First American in 2021, known now as Deluxe Merchant Services, we added capabilities to become a processor owning and operating a platform that actually moves the money and settles between the parties in a transaction. While others must rent these core back-end processing services from a third party, we process by leveraging on our own captive platform. Celero will further extend these processing capabilities as additional volumes bolt into our existing merchant platform, delivering accretive synergies. Further, combining Solera with Deluxe creates extended operating synergies in back office and administration, technology, operations and customer support areas as well. Our combined sales capacity will expand our scope, enabling us to reach more customers and channels faster, creating growth opportunities in the future. Our demonstrated execution capabilities will help us deliver the identified synergies, driving value creation for shareholders. More simply stated, by adding Celero, we not only materially accelerate our mix shift towards payments and data, we leverage key strategic processing assets, enabling significant scale advantages. Having actively scanned the M&A landscape through recent periods, we've considered many options. Ultimately, we view Celero as the right asset on the right terms and at the right time. We see 4 compelling strategic reasons the combination creates value and achieves more than what either company could achieve alone. Specifically, this combination is expected to, one, expand our scale across merchant services, driving additional operating leverage and margin accretion, including expected synergies; two, further accelerate our mix shift towards payments and data; three, enhance pipeline opportunities and penetration across attractive merchant verticals; and four, be accretive to adjusted EPS in the first full year post close, including expected synergy benefits while expanding both our revenue and adjusted EBITDA margin growth trajectories. Celero also offers 4 key differentiators to further strengthen our market position. Specifically, the acquisition will bring, first, a balanced and diversified go-to-market approach, supporting over 60,000 merchants while leveraging strong channel partner relationships. Second, expanded presence across attractive industry verticals with compelling TAMs, robust customer retention rates and a diversified customer base limiting any concentration risk. Third, a proprietary fit-for-purpose partner platform, which we believe amplifies the integration process while improving onboarding, reporting and other operational functions for customers and partners. And fourth, solid financial performance, accompanying significant free cash flow potential and a proven track record of sustaining growth. Here on Slide 9, you can see Celero is a strategically attractive business. During 2025, the business generated over $200 million of revenue, growing roughly 6% versus the prior year, delivered approximately 28% adjusted EBITDA margins and the business converts about 90% of adjusted EBITDA to unlevered free cash flow. Celero's distribution resources across financial institutions, ISVs, ISOs and direct sales channels extend across attractive verticals within payments, and are each highly complementary to the Deluxe Merchant Services go-to-market model. Celero has also built strong partner momentum, with an experienced sales team and demonstrated go-to-market expertise, adding approximately 60 new partners in 2025 from an active base of 375 partners. Celero adds significant scale to our merchant platform. Upon closing, our combined merchant services offerings are expected to process just over billion of annual gross transaction volume, making Deluxe a top 10 nonbank merchant acquirer in the United States based on Nielsen. We expect that our expanded scale will also unify strong service models across the combined entities. Identified synergies will deliver margin improvement and unlock incremental capacity to invest in core product and technology solutions. As of the first quarter of this year, payments and data already comprised the majority of Deluxe enterprise revenue. We believe that our acquisition of Celero accelerates this transformation further. As payments and data revenues continue to expand, our earnings streams also become increasingly weighted towards attractive digital payments and data markets. Further improving our profit balance with our highly profitable but mature print business. This evolution, which has been at the core of our strategic transformation, reduces the company's reliance on print and creates a markedly stronger portfolio and a more attractive long-term value creation opportunity. Our acquisition of Celero will further accelerate the next wave of key milestones toward revenue and profit mix aligned to payments and data offerings. We also expect the Celero's offerings will become stronger when integrated as part of Deluxe as you can see on the next slide. Deluxe's existing breadth will expand Celero's potential distribution reach through key partners, including financial institution and emerging ISV relationships as well as our national sales and service organizational footprint. Deluxe provides a scaled operating infrastructure and back-end processing ecosystem, furthering product investment capacity and simplifying integration capabilities for our customers. We also have significant integration experience and view this combination as attractive from a technology integration standpoint, addition of processing volumes onto our existing back-end infrastructure, gateways and platform underscores the value of the scale that we have built over the last few years. In turn, we expect our merchant services partners will plug into Celero onboarding an operational platform seamlessly for the benefit of customers. Shareholders will further benefit from expected realization of cost efficiencies, vendor and system consolidation plans and other identified synergies from the combination of 2 organizations. Together, we'll have greater scale, scope, broader distribution and expanded ongoing growth opportunities. More than either company could unlock independently. Chip, over to you.

Thank you, Barry. Pending closing of the transaction expected during the third quarter, we are maintaining prior guidance ranges for our base business for the full year 2026 period. But you can clearly see that we expect the combination with Celero will help improve our overall combined rate of revenue growth and further expand EBITDA margins. This is in addition to the expectation for year 1 adjusted EPS accretion, inclusive of realized expense synergies. This acquisition furthers our growth potential even as we maintain our overall capital allocation discipline and framework, as you can see here on Slide 14. We have executed consistently over the last few years against these priorities. We remain focused on overall debt reduction, high return investments and strong shareholder returns, including the returning of capital to shareholders directly via our dividend. Similarly, as shown on Slide 15, a our long-term value creation construct remains solidly intact. We anticipate that our combination with Celero will help accelerate the reaching of our long-term plan targets while maintaining the same strategic discipline, and shareholder return focus. This transaction will improve both the size and quality of Deluxe by increasing our presence across growth markets and strengthening our long-term cash generation capabilities. With that, I'll hand it back to Barry to wrap up and then open the call for Q&A.

Thanks, Chip. Let me close by summarizing the key takeaways about this very strategic acquisition. First, today's announcement is fully aligned with our strategy and is expected to further accelerate our mix shift towards payments and data. This combination is expected to drive incremental value through greater scale, scope, expanded distribution and broaden vertical and partner reach. We believe that this deal will unlock meaningful synergy opportunities while delivering attractive financial accretion. And finally, we'll accomplish all that while preserving our disciplined capital allocation framework, including a clear actionable path towards deleveraging. We delivered on our 2023 Investor Day commitments, and we are confident we can execute the same playbook here. We believe this transaction will create a stronger Deluxe with greater access to attractive growth markets and more opportunities to drive long-term shareholder value. We're very pleased about today's announcement and look forward to discussing it with you all over the coming days and weeks. With that, operator, we're now ready to take questions.

[Operator Instructions]. And we'll now go to your first question. It will come from the line of Kartik Mehta with North Coast Research.

Barry, I'm sure the Board and you and Chip thought a lot about how this acquisition would increase leverage, how it's going to increase potential revenue growth and obviously, increase of the data and merchant acquiring business. And I'm wondering, if you take all that into consideration, and I believe you answered a lot of questions through the presentation in this call, but how maybe the Board and you and Chip thought through that this will increase leverage especially when you've done such a good job of deleveraging and why now was the right time to kind of pull the trigger on this?

Sure. Let me start and then Chip can jump in too. So first of all, Kartik, I think the most important factor here is that this acquisition accelerates our strategy to shift and become a -- have more of our revenue and profit coming from our payments and data businesses. That is a very clear strategy and the pathway we are on. And of course, we considered multiple alternatives. And at the end of the day, believe that this will accelerate and pull forward our transformation journey significantly in a very responsible way with a pathway, a very clear pathway to get us back to 3x levered and within 2 years of the closing of the transaction. while at the same time, delivering full year accretion and EPS revenue growth, EBITDA growth, et cetera. And so it became a pretty clear pathway to accelerate the opportunity of the transformation of the company. And yes, it increases our leverage ratio, but we've also proven very clearly our ability to be disciplined and execute and as we showed with the program we announced at the December 23 Investor Day, having delivered those results in many cases, a full year early. Chip, what do you want to build on that?

Yes, Kartik, I'd say, hopefully, it's clear from the comments we made, how much we like this asset. And when you really sit down and you assess the opportunity to acquire Celero now and look at in the financial model, where we would be over a 1-year horizon with solid cash flow generation still occurring our ability to accelerate the transformation, as Barry talked about, continue the debt paydown journey we really looked at it as a bit of timing, right? Where did we want to be a year from now? And what would that look like if we stayed the course and delevered a bit more and then looked for an asset like Celero then versus what would look like having Celero as a asset now and fast forwarding a year from now and looking at the position of strength we'd be in. And so to Barry's point, we've talked long and hard about it. We like the profile of this business. We like the combined profile of the 2 businesses together, and we're very confident about the achievable synergies the path to delever and it gave us a lot of confidence behind this being the right asset for right now and the timing to accelerate the strategy.

That's helpful. Chip, as you look at the business, I think you said the business grew 6%. What do you think is the right revenue growth for this business that we should think about over the next couple of years?

Yes. I think we have to be cautious and stop about providing any specific guidance. But another thing we like about Celero specifically that again was hopefully clear is their size, right, they bring meaningful size and scale to the portfolio, having delivered north of $200 million of revenue last year. And if you look at what they grew last year, I think you'll see it fits nicely to how we describe our overall merchant services growth rate. A solid mid-single-digit grower or better. It aligns up well and we would be optimistic that the combined assets together now much larger can continue to grow at those levels. And let's make sure it's very clear what we said a few times on the previous comments that this model does not assume any upside from revenue synergies. And we would expect that there are opportunities to drive further acceleration in growth once that's combined. So I want to stop short of providing guidance, but hopefully, you can hear the optimism and the excitement in our voice that it's a scaled asset. It drives meaningful value to us, and we think it will grow nicely in line with our existing expectations for our merchant business.

[Operator Instructions]. We will now move to your next question coming from the line of Charlie Strauzer with CJS Securities.

You're talking in the kind of the headlines about bringing you to new attractive merchant processing verticals. What are some of those verticals? And -- what -- when you looked at this acquisition, was it something that you looked at with the verticals that say versus buying your way into those verticals versus organic? What was kind of the thought process there?

Sure. So let's take that in 2 parts. The first part is about the verticals. So the verticals where Celero already competes are very complementary to us. We both have financial institutions, ISVs, ISOs and direct sales organizations. They have done a particularly good job of penetrating the ISV space and they have a good foothold in financial services. So together, we not only get more reach, we have deeper penetration in market verticals where there's significant growth opportunities that play to the strength of the Deluxe brand in particular. I think the second part of your question is, what about growing those businesses organically versus acquisition. And we saw this very clearly as an opportunity to immediately change the profile of our payments business and doing it responsibly. And rather than doing that over a number of period of time, we're doing it quickly, and we will be able to return to 3x leverage within 2 years from the close, which puts the company in a much stronger position than it would be if we just pursue an organic strategy alone over that same 2-year period of time. So it is a clear accelerant to the strategy gets the company to a place that is much stronger in immediately, and the balance sheet is back to our long-term goal of 3x or less, within 2 years, and that is a much stronger outcome than simply relying on an organic outcome over that same 2-year period.

That makes sense. And you talked in the press release about enhanced go-to-market motion sales motion, I guess, is what you talk about here. Just maybe a little more color on that as well.

Sure. So we -- both Celero and Deluxe have strong sales organizations. Celero has built a really rich and deep pipeline of opportunities that we think will be able to help accelerate their close rate because the strength of our company, our brand, our reputation, the relationships we have in the marketplace. So while they're very successful on their own, we think we can help them accelerate close rate and their overall success given the position of strength we have in the marketplace. The second thing I do want to highlight, Charlie, what we talked about in the prepared remarks, is they've built a really strong, what we call a partner platform. That makes it -- that's a differentiator for customers, partners that are reselling the solution to their customers, whether that's an ISO, whether it's a financial institution, whether it's an ISV. And this partner platform makes it very, very easy for a new merchant to be boarded. So it is -- think about it as an online tool with a bunch of switches that are available, and you can simply choose what the terminal type the customer should have, what entitlements meeting what payments they should process, et cetera, all from a single dashboard or a tool set -- and the reason that's important is we're just going to simply bolt in Deluxe payments or the Deluxe payment processing to that toolkit, which will be able to expand for the Deluxe merchants, but also at the same time, add the deluxe merchant processing for Celero merchants, which we think is a powerful combination. So we think we can accelerate their rate of close and their success with our brand reputation relationships, and we can use their technology to further accelerate onboarding, which is a great one-two punch.

Your next question will come from the line of Marc Riddick with Sidoti & Company.

So you've provided a great amount of detail, which we certainly appreciate and certainly appreciate how big in data this is for the company. I was wondering if you could talk a little bit in your prepared remarks, you made the commentary around looking at various opportunities as you were going through this process. And I was wondering if you could talk a little bit about sort of how this actually came to the opportunity came to be and sort of how you were able to sort of consummate the activities because I kind of was curious as to -- it seems as though it's attractive, but I was sort of wondering sort of what were some of the drivers that were able to sort of get this across the finish line.

Sure. So in our prepared remarks, we really talked about the quality of this asset. And the quality of this asset, just is that strong customer relationships, no revenue concentration, underlying core technology, history of continued and successive organic growth incredible cash flow generation and flow-through and a quality management team that is well known and respected in the industry. And critically important. They've built a culture there that is very consistent with the culture we have built at Deluxe that has helped to deliver success for this company for over 100 years, and those cultures are built on the notion of doing the right thing, ultra high integrity, customer first, always delivering on promises and put all those things together and it becomes very clear that not only is this a financially attractive asset with a great growth profile, but it's also consistent with our values and culture will very much drive the success of the combined enterprise. So the culture fits, the product fits, the financial fit, and it is -- it's a 1 plus 1 is much more than 2.

Okay. Great. And then maybe you can talk a little bit about in the prepared remarks and the presentation, there was certainly details as far as the success of the sales team and some of the new relationships that were added in 2025, I believe it was approximately 60 or so. Maybe you could sort of talk about how that do you see there sort of being an overlap or similar as far as go-to-market strategies and sort of how you sort of see the the sales team set up that they have versus what the ones currently has and sort of how that might mesh?

Sure. So Marc, the first thing I want to make sure that it came through in the remarks is that our business case is not predicated on big sales synergies. This is -- our base case is built on effective operating and efficiency of the combined asset. I think that's a very important point. So the opportunity to sell more is addition to our base case. But specifically on your point, I think how the the sales teams will come together and complement each other is that we have some markets where we may -- can very occasionally see each other in the marketplace. But largely, we have focused on different segments within the different market verticals where we both compete. But we also -- so we will be able to combine those and have a bigger pipeline with a broader scope of the target market. Each of us were able to be successful, but putting these things together, we have broader reach and broader scope and deeper market vertical penetration and bigger pipelines as a result and if we just are able to help them increase their rate of sale and their technology helps us increase our rate of sale. It's pretty clear that there can be some significant sales revenue growth synergies here as well, although that is not in the base case of the transaction.

And it appears there are no additional questions at this time. I'll turn it back to you for any closing remarks.

Yes. Thank you, everyone, for joining us today, and we look forward to further updates as we approach the expected third quarter closing of the transaction.

This concludes today's call. Thank you for your participation. You may now disconnect.