10-Q 1 hchc-10q2013630.htm 10-Q HCHC-10Q 2013.6.30
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
or
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________

Commission file number: 333-133253

HARLAND CLARKE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware
84-1696500
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
10931 Laureate Drive, San Antonio, TX
78249
(Address of principal executive offices)
(Zip code)
(210) 697-8888
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes R No £ *

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ    No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  £
Accelerated filer  £
Non-accelerated filer  R
Smaller reporting company £
 
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  £    No  R

As of July 31, 2013, there were 100 shares of the registrant's common stock outstanding, with a par value of $0.01 per share. All outstanding shares are owned by a subsidiary of M & F Worldwide Corp.

* The registrant is not required to file this Quarterly Report on Form 10-Q or other reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, but has filed all reports during the preceding 12 months that would have been required pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The filing is required, however, pursuant to the terms of the indenture governing Harland Clarke Holdings Corp.'s senior notes due 2015.
 


HARLAND CLARKE HOLDINGS CORP.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended June 30, 2013

PART I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 


i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Harland Clarke Holdings Corp. and Subsidiaries
Consolidated Balance Sheets
(in millions, except share and per share data)

 
June 30,
 2013
 
December 31, 2012
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
84.6

 
$
102.0

Accounts receivable (net of allowances of $1.4 and $1.5)
150.5

 
132.1

Inventories
36.4

 
29.0

Income taxes receivable
23.2

 
23.7

Notes receivable - related party
30.0

 
30.0

Deferred tax assets
45.1

 
45.1

Prepaid expenses and other current assets
67.6

 
56.7

Total current assets
437.4

 
418.6

Property, plant and equipment
297.8

 
269.5

Less accumulated depreciation
(114.3
)
 
(79.5
)
Property, plant and equipment, net
183.5

 
190.0

Goodwill
765.6

 
761.6

Other intangible assets, net
1,501.9

 
1,535.6

Contract acquisition payments, net
22.5

 
17.6

Other assets
87.9

 
63.0

Total assets
$
2,998.8

 
$
2,986.4

LIABILITIES AND STOCKHOLDER'S EQUITY / DEFICIT
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
47.7

 
$
44.5

Deferred revenues
135.5

 
133.9

Current maturities of long-term debt
89.9

 
78.5

Accrued liabilities:
 
 
 
Salaries, wages and employee benefits
57.7

 
55.9

Income and other taxes payable
12.1

 
11.9

Customer incentives
53.2

 
52.0

Payable to parent
0.3

 
0.1

Other current liabilities
53.1

 
42.1

Total current liabilities
449.5

 
418.9

Long-term debt
1,847.7

 
1,769.3

Deferred tax liabilities
578.0

 
622.7

Deferred revenues
56.3

 
54.2

Other liabilities
68.0

 
86.1

Commitments and contingencies


 


Stockholder's equity / deficit:
 
 
 
Common stock — 200 shares authorized; par value $0.01; 100 shares issued and outstanding at June 30, 2013 and December 31, 2012
—

 
—

Additional paid-in capital
49.9

 
76.1

Accumulated deficit
(49.4
)
 
(40.6
)
Accumulated other comprehensive (loss) income:
 
 
 
Foreign currency translation adjustments
(0.5
)
 
0.4

Unrecognized amounts included in postretirement obligations, net of taxes
(0.7
)
 
(0.7
)
Total accumulated other comprehensive loss, net of taxes
(1.2
)
 
(0.3
)
Total stockholder's equity / deficit
(0.7
)
 
35.2

Total liabilities and stockholder's equity / deficit
$
2,998.8

 
$
2,986.4

See Notes to Consolidated Financial Statements


1

Harland Clarke Holdings Corp. and Subsidiaries
Consolidated Statements of Operations
(in millions)
(unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Product revenues, net
$
326.5

 
$
311.6

 
$
647.9

 
$
642.8

Service revenues, net
110.8

 
94.3

 
218.9

 
176.9

Total net revenues
437.3

 
405.9

 
866.8

 
819.7

Cost of products sold
189.3

 
197.1

 
374.1

 
415.8

Cost of services provided
65.2

 
65.5

 
130.5

 
130.9

Total cost of revenues
254.5

 
262.6

 
504.6

 
546.7

Gross profit
182.8

 
143.3

 
362.2

 
273.0

Selling, general and administrative expenses
97.3

 
101.5

 
191.2

 
207.0

Revaluation of contingent consideration
—

 
—

 
—

 
(0.5
)
Asset impairment charges
—

 
—

 
0.9

 
—

Restructuring costs
6.7

 
3.7

 
13.3

 
5.0

Operating income
78.8

 
38.1

 
156.8

 
61.5

Interest income
0.2

 
0.2

 
0.4

 
0.5

Interest expense
(55.8
)
 
(51.2
)
 
(111.8
)
 
(109.7
)
Loss on early extinguishment of debt
(61.0
)
 
—

 
(61.0
)
 
—

Loss from equity method investment
(0.2
)
 
—

 
(0.4
)
 
—

Other expense, net
—

 
—

 
—

 
(0.2
)
Loss before income taxes
(38.0
)
 
(12.9
)
 
(16.0
)
 
(47.9
)
Benefit for income taxes
(15.5
)
 
(5.2
)
 
(7.2
)
 
(17.3
)
Net loss
$
(22.5
)
 
$
(7.7
)
 
$
(8.8
)
 
$
(30.6
)
See Notes to Consolidated Financial Statements


2



Harland Clarke Holdings Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(in millions)
(unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,

2013
 
2012
 
2013
 
2012
Net loss
$
(22.5
)
 
$
(7.7
)
 
$
(8.8
)
 
$
(30.6
)
Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(0.4
)
 
(0.9
)
 
(0.9
)
 
(0.4
)
Reclassification adjustments for loss on derivative instruments included in net loss
—

 
—

 
—

 
0.1

Unrealized losses on investments:
 
 
 
 
 
 
 
Unrealized losses on investments during period
—

 
—

 
—

 
(0.2
)
Less reclassification adjustment for amounts included in net loss
—

 
—

 
—

 
0.1

Net change in unrealized losses on investments
—

 
—

 
—

 
(0.1
)
Total other comprehensive loss, net of tax
(0.4
)
 
(0.9
)
 
(0.9
)
 
(0.4
)
Comprehensive loss
$
(22.9
)
 
$
(8.6
)
 
$
(9.7
)
 
$
(31.0
)
 
 
 
 
 
 
 
 
Tax Expense of Other Comprehensive Loss Included in Above Amounts:
 
 
 
 
 
 
 
Less reclassification adjustment for amounts included in net loss
$
—

 
$
—

 
$
—

 
$
(0.1
)
Total net tax expense included in other comprehensive loss
$
—

 
$
—

 
$
—

 
$
(0.1
)

See Notes to Consolidated Financial Statements



3

Harland Clarke Holdings Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(in millions)
(unaudited)

 
Six Months Ended
 
June 30,
 
2013
 
2012
Operating activities
 
 
 
Net loss
$
(8.8
)
 
$
(30.6
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation
30.4

 
37.6

Amortization of intangible assets
64.5

 
68.2

Amortization of debt fair value adjustments, original issue discount, original issue premium and deferred financing fees
46.5

 
64.1

Loss on early extinguishment of debt
61.0

 
—

Revaluation of contingent consideration
—

 
(0.5
)
Loss on sale of marketable securities
—

 
0.2

Deferred income taxes
(43.8
)
 
(71.5
)
Asset impairments
0.9

 
—

Changes in operating assets and liabilities, net of effect of businesses acquired:
 
 
 
Accounts receivable
(18.4
)
 
(13.1
)
Inventories
(3.8
)
 
12.8

Prepaid expenses and other assets
(1.7
)
 
(8.9
)
Contract acquisition payments, net
(4.9
)
 
(9.3
)
Accounts payable and accrued liabilities
(5.7
)
 
(12.2
)
Deferred revenues
(1.3
)
 
51.0

Income and other taxes
(14.0
)
 
(5.5
)
Payable to parent
0.2

 
(0.2
)
Other, net
6.2

 
1.5

Net cash provided by operating activities
107.3

 
83.6

Investing activities
 
 
 
Purchase of businesses, net of cash acquired
(34.8
)
 
(36.2
)
Proceeds from sale of property, plant and equipment
0.9

 
0.1

Proceeds from sale of marketable securities
—

 
56.3

Capital expenditures
(23.6
)
 
(30.2
)
Capitalized interest
(0.3
)
 
(0.2
)
Computer software development
(6.5
)
 
(6.5
)
Net cash used in investing activities
(64.3
)
 
(16.7
)
Financing activities
 
 
 
Dividends paid to parent
(26.2
)
 
(25.8
)
Acquisition of business from parent
—

 
(33.8
)
Payments for derivative instruments
(1.3
)
 
(7.0
)
Issuance of notes
54.5

 
—

Redemption of notes
(50.0
)
 
—

Borrowings on credit agreements
742.5

 
25.0

Repayments of credit agreements and other borrowings
(764.0
)
 
(43.3
)
Debt issuance costs
(15.9
)
 
(0.4
)
Net cash used in financing activities
(60.4
)
 
(85.3
)
Net decrease in cash and cash equivalents
(17.4
)
 
(18.4
)
Cash and cash equivalents at beginning of period
102.0

 
101.8

Cash and cash equivalents at end of period
$
84.6

 
$
83.4

Supplemental disclosure of cash paid for:
 
 
 
Interest, net of amounts capitalized
$
54.2

 
$
43.8

Income taxes, net of refunds
50.7

 
58.3

Non cash financing activities:
 
 
 
Extinguishment of Faneuil debt to parent
$
—

 
$
25.4


See Notes to Consolidated Financial Statements


4
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements
(dollars in millions)
(unaudited)



1. Description of the Business and Basis of Presentation
Harland Clarke Holdings Corp. ("Harland Clarke Holdings" and, together with its subsidiaries, the "Company") is a holding company that conducts its operations through its direct and indirect, wholly owned operating subsidiaries and was incorporated in Delaware on October 19, 2005. The Company is an indirect, wholly owned subsidiary of M & F Worldwide Corp. ("M & F Worldwide"), which is, as of December 21, 2011, an indirect, wholly owned subsidiary of MacAndrews & Forbes Holdings Inc. ("MacAndrews"). MacAndrews is wholly owned by Ronald O. Perelman. On September 12, 2011, M & F Worldwide agreed, subject to various closing conditions, to merge with an indirect wholly owned subsidiary of MacAndrews, and, following a vote of stockholders of M & F Worldwide and the satisfaction or waiver of all other closing conditions, that merger was effected on December 21, 2011 (hereafter referred to as the "MacAndrews Acquisition").
As a result of the MacAndrews Acquisition, which resulted in a change in ownership of M & F Worldwide, the Company was required to use the acquisition method of accounting to revalue its assets and liabilities as of the date of the MacAndrews Acquisition. Such accounting results in a number of changes, including, but not limited to, decreased revenues as a result of fair value adjustments to deferred revenues, increased depreciation and amortization as a result of the revaluation of assets and increased non-cash interest expense that results from adjusting the Company's long-term debt to fair value as of the date of the MacAndrews Acquisition.
On May 31, 2013, the Company acquired NCP Solutions, LLC ("NCP Solutions") (see Note 3). NCP Solutions is a leading end-to-end communications solutions provider to consumer finance companies, banks, mortgage lenders, mortgage subservicers, credit unions, auto and equipment finance companies, auto service contract providers, direct marketing companies, healthcare and health insurance companies, check producers and various other customers. The NCP Solutions business is included in the Harland Clarke segment for financial reporting purposes.
On March 19, 2012, the Company purchased Faneuil, Inc. ("Faneuil") from affiliates of MacAndrews (see Note 3). Under accounting guidance for transactions among entities under common control, the Company has accounted for the purchase at historical cost and has retrospectively recasted prior periods under common control to include Faneuil operations. The Company and Faneuil came under common control on December 21, 2011, the date of the MacAndrews Acquisition. Faneuil is a separate business segment for financial reporting purposes.
The Company has organized its business and corporate structure along the following four business segments: Harland Clarke, Harland Financial Solutions, Scantron and Faneuil.
During the second quarter of 2012, the Company transferred certain product and service lines from the Scantron segment to other segments to better align complementary products and services. The Harland Technology Services and Medical Device Tracking businesses were transferred to the Faneuil segment and the Survey Services business was transferred to the Harland Clarke segment. Prior period segment information has been reclassified to reflect this change.
The Harland Clarke segment offers checks and related products, forms and treasury supplies, and related delivery and fraud prevention products as well as transactional document printing, including statements, compliance documents and communications, to financial and commercial institutions. It also provides direct marketing services to their clients including direct marketing campaigns, direct mail, database marketing, telemarketing and digital marketing. In addition to these products and services, the Harland Clarke segment offers stationery, business cards, survey services and other business and home office products to consumers and businesses.
The Harland Financial Solutions segment provides technology products and related services to financial institutions worldwide including lending and mortgage compliance and origination applications, risk management solutions, business intelligence solutions, Internet and mobile banking applications, branch automation solutions, self-service solutions, electronic payment solutions and core processing systems.
The Scantron segment provides data management and decision support solutions and related services to educational, commercial and governmental entities worldwide. Scantron products and services provide solutions for testing and assessment, instruction and performance management and business operational data collection. Scantron's solutions combine a variety of data collection, analysis, and management tools including web-based solutions, software, scanning equipment and forms.
The Faneuil segment provides business process outsourcing services including call center operations, back office operations, staffing services and toll collection services to government and regulated commercial clients. The Faneuil segment also provides patient information collection and tracking services, managed technical services and related field maintenance services to education, commercial, healthcare and governmental entities.


5
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries after the elimination of all material intercompany accounts and transactions. The Company has consolidated the results of operations and accounts of businesses acquired from the date of acquisition except for Faneuil as discussed above.
The Company and each of its existing domestic subsidiaries, other than unrestricted subsidiaries (of which there were none at June 30, 2013) and certain immaterial subsidiaries, are guarantors and in some instances may also be co-borrowers under the Term Loan and co-issuers under the 2015 Senior Notes and 2018 Senior Secured Notes (as defined hereinafter) (see Note 11). Harland Clarke Holdings is a holding company and has no significant assets at June 30, 2013 and no operations. The guarantees and the obligations of the subsidiaries of the Company are full and unconditional and joint and several, and any subsidiaries of the Company other than the subsidiary guarantors and obligors are not significant.
See Note 3 for information regarding recent acquisitions.
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.
All terms used but not defined elsewhere herein have the meaning ascribed to them in the Company's 2012 Annual Report on Form 10-K.
2. Summary of Significant Accounting Policies
Reference is made to the significant accounting policies of the Company described in the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Reclassifications
Prior period amounts have been reclassified in Note 7 in accordance with applicable accounting guidance to reflect the business segment changes described in Note 1 above.
Recently Adopted Accounting Guidance
Effective January 1, 2013, the Company adopted amended guidance related to disclosures about offsetting assets and liabilities. The amendment enhances disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. This amendment affects disclosures only, and therefore adoption did not affect the Company's consolidated financial position, results of operations or cash flows.
Effective January 1, 2013, the Company adopted amended guidance related to the presentation of amounts reclassified out of accumulated other comprehensive income by component. The amendment requires companies to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under United States generally accepted accounting principles ("US GAAP") to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under US GAAP to be reclassified in their entirety to net income, companies are required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts. This amendment affects presentation only, and therefore adoption did not affect the Company's consolidated financial position, results of operations or cash flows.


6
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

Effective January 1, 2013, the Company adopted amended guidance related to the testing of indefinite-lived intangible assets for impairment. Under the amendment, entities testing indefinite-lived intangible assets for impairment have the option to perform a qualitative assessment to determine whether further impairment testing is necessary. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-likely-than-not less than the carrying amount, a quantitative impairment test is required. Otherwise, no further impairment testing is required. This amendment affects testing steps only, and therefore adoption did not affect the Company's consolidated financial position, results of operations or cash flows.
3. Acquisitions
NCP Solutions Acquisition
On May 31, 2013, the Company acquired 100% of the equity of NCP Solutions for an acquisition-date purchase price of $35.2, net of cash acquired of $0.3, and after giving effect to working capital adjustments of $0.5 (the "NCP Solutions Acquisition"). NCP Solutions is a leading end-to-end communications solutions provider to consumer finance companies, banks, mortgage lenders, mortgage subservicers, credit unions, auto and equipment finance companies, auto service contract providers, direct marketing companies, healthcare and health insurance companies, check producers and various other customers.
NCP Solutions delivers personalized, time-sensitive and confidential print and electronic business communications. These communications include billing, investment, demand deposit and sharedraft statements, event-triggered letters, installment loan and mortgage payment coupon books and direct marketing materials. NCP Solutions' vertically integrated production process and electronic and print competencies enable it to supply customers with a robust outsourced document management solution.
The preliminary allocation of purchase price resulted in identified intangible assets of $25.0, including customer relationships of $20.0, trademarks of $3.0, software of $2.0 and goodwill of $4.2. The remaining $6.3 of purchase price was allocated to tangible assets and liabilities. The goodwill arises because the total consideration for NCP Solutions, which reflects its future earnings and cash flow potential, exceeds the fair value of net assets acquired. The goodwill resulting from the acquisition was assigned to the Harland Clarke segment. Of the goodwill recognized, $2.8 is deductible for income tax purposes. NCP Solutions' results of operations have been included in the Company's operations since the date of its acquisition. The Company financed the acquisition with Harland Clarke Holdings' cash on hand. The pro forma effects of the NCP Solutions Acquisition on the consolidated results of operations were not material.
Faneuil Acquisition
On March 19, 2012, the Company entered into a Stock Purchase Agreement pursuant to which the Company purchased 100% of the issued and outstanding shares of capital stock of New Faneuil, Inc. ("New Faneuil") for $70.0 in cash (the "Faneuil Acquisition") from affiliates of MacAndrews. The Company financed the Faneuil Acquisition with Harland Clarke Holdings' cash on hand. New Faneuil, through its wholly owned subsidiary, Faneuil, provides business process outsourcing services including call center operations, back office operations, staffing services and toll collection services to government and regulated commercial clients across the United States.
Under accounting guidance for transactions among entities under common control, the Company has accounted for the purchase at historical cost and has retrospectively recasted prior periods under common control to include Faneuil operations. The Company and Faneuil came under common control on December 21, 2011, the date of the MacAndrews Acquisition. Cash paid in excess of the carrying amount of the assets and liabilities assumed in the amount of $33.8 is treated as an equity transaction with the parent in accordance with accounting guidance for transactions among entities under common control.


7
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

The following table summarizes the historical cost of assets and liabilities assumed on March 19, 2012, the date of the Faneuil Acquisition:
Cash
 
 
$
2.3

Accounts receivable
 
 
11.8

Property, plant and equipment
 
 
10.3

Goodwill
 
 
13.0

Other intangible assets:               
 
 
 
Customer relationships
$
0.2

 
 
Tradenames
0.8

 
 
Software
0.3

 
 
Total other intangible assets
 
 
1.3

Other assets
 
 
7.2

Total assets acquired
 
 
45.9

Deferred revenues
 
 
1.2

Capital leases
 
 
1.0

Other liabilities
 
 
7.5

Net assets acquired
 
 
$
36.2

The pro forma effects of the Faneuil Acquisition on the consolidated results of operations were not material.
4. Inventories
Inventories consist of the following:
 
June 30, 2013
 
December 31, 2012
Finished goods
$
9.1

 
$
7.7

Work-in-process
12.2

 
8.2

Raw materials
15.1

 
13.1

 
$
36.4

 
$
29.0

5. Assets Held For Sale
Assets held for sale are included in prepaid expenses and other current assets on the accompanying consolidated balance sheets and consist of the following:
 
June 30, 2013
 
December 31, 2012
Land
$
—

 
$
1.0

Buildings and improvements
—

 
2.1

 
$
—

 
$
3.1

At December 31, 2012, assets held for sale consisted of the following Harland Clarke segment facilities:
Location
 
Former Use
 
Year Closed
Atlanta, GA
 
Operations Support
 
2008
Atlanta, GA
 
Printing
 
2008
Atlanta, GA
 
Information Technology
 
2010
During 2010, the Company closed its information technology facility in Atlanta, GA and relocated those operations into an existing facility. During the first quarter of 2013, the Company sold the information technology facility for $0.8 and realized a loss of $0.1. The other listed Atlanta facilities were closed as part of the Company's plan to exit duplicative facilities related to an acquisition.


8
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

During the first quarter of 2013, the Company announced plans to relocate its Atlanta regional office facilities within the Harland Clarke segment to another facility later in 2013. In conjunction with these plans, the Company made a change to the marketing plan for the other Atlanta facilities included in assets held for sale. The new marketing plan combines the marketing of the Atlanta regional office facilities and facilities formerly classified as held for sale and the Company estimates it will take longer than twelve months to sell the facilities. Accordingly, the facilities formerly classified as assets held for sale were reclassified to property, plant and equipment during the first quarter of 2013.
6. Goodwill and Other Intangible Assets
The change in carrying amount of goodwill by business segment for the six months ended June 30, 2013 is as follows:
 
Harland
Clarke
 
Harland
Financial
Solutions
 
Scantron
 
Faneuil
 
Total
Balance as of December 31, 2012
$
417.0

 
$
282.7

 
$
40.2

 
$
21.7

 
$
761.6

2013 acquisition
4.2

 
—

 
—

 
—

 
4.2

Effect of exchange rate changes
—

 
(0.1
)
 
(0.1
)
 
—

 
(0.2
)
Balance as of June 30, 2013
$
421.2

 
$
282.6

 
$
40.1

 
$
21.7

 
$
765.6

Useful lives, gross carrying amounts and accumulated amortization for other intangible assets are as follows:
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Useful Life (in years)
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
Amortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
3 - 19
 
$
1,547.9

 
$
1,528.0

 
$
187.6

 
$
132.7

 
$
1,360.3

 
$
1,395.3

Trademarks and tradenames
15 - 25
 
104.4

 
101.4

 
7.8

 
5.3

 
96.6

 
96.1

Software
3 - 9
 
64.4

 
56.5

 
20.2

 
13.1

 
44.2

 
43.4

 
 
 
1,716.7

 
1,685.9

 
215.6

 
151.1

 
1,501.1

 
1,534.8

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Tradename
 
 
0.8

 
0.8

 
—

 
—

 
0.8

 
0.8

Total other intangible assets
 
 
$
1,717.5

 
$
1,686.7

 
$
215.6

 
$
151.1

 
$
1,501.9

 
$
1,535.6

Amortization expense was $32.8 and $64.5 for the three and six months ended June 30, 2013, respectively, and $34.7 and $68.2 for the three and six months ended June 30, 2012, respectively. Amortization expense includes amortization of software of $3.9 and $7.0 for the three and six months ended June 30, 2013, respectively, and $3.0 and $5.8 for the three and six months ended June 30, 2012, respectively.
The weighted average amortization period for all amortizable intangible assets recorded in connection with the NCP Solutions Acquisition was 12.9 years. The weighted average amortization period for each major class of amortizable intangible assets recorded in connection with the NCP Solutions Acquisition was as follows: customer relationships - 15 years, trademarks - 4 years and software - 5 years.
Estimated aggregate amortization expense for intangible assets through December 31, 2017 is as follows:
Six months ending December 31, 2013
$
66.8

Year ending December 31, 2014
125.2

Year ending December 31, 2015
117.3

Year ending December 31, 2016
105.3

Year ending December 31, 2017
98.9

During the six months ended June 30, 2013, the Company recorded a non-cash impairment charge of $0.7 for the Scantron segment related to software that was determined to have no future use. That determination was the result of Scantron's decision to exit certain product lines in the education market (see Note 16). The impairment charge was included in asset impairment charges in the accompanying consolidated statements of operations.


9
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

7. Business Segment Information
The Company has organized its business along four reportable segments together with a corporate group for certain support services. The Company's operations are aligned on the basis of products, services and industry. Management measures and evaluates the reportable segments based on operating income. The current segments and their principal activities consist of the following:
•
Harland Clarke segment — Provides checks and related products, transactional document printing, direct marketing services and customized business and home office products to financial and commercial institutions, as well as consumers and other businesses. This segment operates primarily in the United States and Puerto Rico.
•
Harland Financial Solutions segment — Provides technology products and related services to financial institutions worldwide. This segment operates primarily in the United States, Israel, Ireland and India.
•
Scantron segment — Provides data management and decision support solutions and related services to educational, commercial and governmental entities worldwide. This segment operates primarily in the United States, Canada and India.
•
Faneuil segment — Provides call center services, back office operations, staffing services and toll collection services to government and regulated commercial clients and patient information collection and tracking, managed technical services and related field maintenance services to educational, commercial, healthcare and governmental entities. This segment operates primarily in the United States and Canada.
As discussed in Note 1, the Company made business segment changes in the second quarter of 2012. Prior period results in the tables below have been reclassified to conform to these business segment changes.
Selected summarized financial information for the three months ended June 30, 2013 and 2012 is as follows:
 
Harland
Clarke(1)
 
Harland
Financial
Solutions
 
Scantron
 
Faneuil(2)
 
Corporate
and Other
 
Total
Product revenues, net
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013
$
275.9

 
$
27.0

 
$
20.9

 
$
2.7

 
$
—

 
$
326.5

Three months ended June 30, 2012
273.1

 
15.9

 
21.3

 
1.3

 
—

 
311.6

Service revenues, net
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013
$
11.0

 
$
56.1

 
$
5.8

 
$
37.9

 
$
—

 
$
110.8

Three months ended June 30, 2012
9.0

 
42.3

 
7.0

 
36.0

 
—

 
94.3

Intersegment revenues
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013
$
0.1

 
$
—

 
$
0.5

 
$
0.2

 
$
(0.8
)
 
$
—

Three months ended June 30, 2012
0.1

 
—

 
0.4

 
0.1

 
(0.6
)
 
—

Operating income (loss)(3)
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013
$
63.2

 
$
22.6

 
$
(5.2
)
 
$
4.6

 
$
(6.4
)
 
$
78.8

Three months ended June 30, 2012
49.8

 
1.0

 
(10.0
)
 
1.9

 
(4.6
)
 
38.1

Depreciation and amortization (excluding amortization of deferred financing fees):
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013
$
30.8

 
$
9.3

 
$
5.4

 
$
2.5

 
$
—

 
$
48.0

Three months ended June 30, 2012
37.2

 
9.5

 
4.4

 
3.1

 
—

 
54.2

Capital expenditures (excluding capital leases):
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013
$
8.8

 
$
2.4

 
$
0.3

 
$
0.9

 
$
—

 
$
12.4

Three months ended June 30, 2012
7.2

 
1.0

 
1.1

 
1.2

 
—

 
10.5



10
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

Selected summarized financial information for the six months ended June 30, 2013 and 2012 is as follows:
 
Harland
Clarke(1)
 
Harland
Financial
Solutions
 
Scantron
 
Faneuil(2)
 
Corporate
and Other
 
Total
Product revenues, net
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
$
548.7

 
$
48.8

 
$
45.0

 
$
5.4

 
$
—

 
$
647.9

Six months ended June 30, 2012
562.7

 
31.6

 
45.3

 
3.2

 
—

 
642.8

Service revenues, net
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
$
22.1

 
$
111.2

 
$
11.1

 
$
74.5

 
$
—

 
$
218.9

Six months ended June 30, 2012
16.9

 
76.9

 
12.7

 
70.4

 
—

 
176.9

Intersegment revenues
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
$
0.1

 
$
—

 
$
1.0

 
$
0.3

 
$
(1.4
)
 
$
—

Six months ended June 30, 2012
0.1

 
—

 
0.8

 
0.2

 
(1.1
)
 
—

Operating income (loss)(3)
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
$
130.2

 
$
42.2

 
$
(12.1
)
 
$
6.9

 
$
(10.4
)
 
$
156.8

Six months ended June 30, 2012
95.2

 
(6.8
)
 
(20.8
)
 
2.7

 
(8.8
)
 
61.5

Depreciation and amortization (excluding amortization of deferred financing fees):
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
$
61.2

 
$
18.2

 
$
10.4

 
$
5.1

 
$
—

 
$
94.9

Six months ended June 30, 2012
73.3

 
18.6

 
8.8

 
5.1

 
—

 
105.8

Capital expenditures (excluding capital leases):
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
$
15.5

 
$
4.8

 
$
1.5

 
$
1.8

 
$
—

 
$
23.6

Six months ended June 30, 2012
20.2

 
3.3

 
4.6

 
2.1

 
—

 
30.2

___________________

(1)
Includes results of the acquired NCP Solutions business from the date of acquisition (see Note 3).
(2)
Includes results of the acquired Faneuil business from the date of common control (see Note 3).
(3)
Includes gain from revaluation of contingent consideration arrangements of $0.0 and $0.5 for the three and six months ended June 30, 2012, respectively, restructuring costs of $6.7 and $13.3 for the three and six months ended June 30, 2013 and $3.7 and $5.0 for three and six months ended June 30, 2012, respectively, (see Note 16) and non-cash impairment charges of $0.0 and $0.9 for the three and six months ended June 30, 2013, respectively.


11
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

8. Accumulated Other Comprehensive Loss
The following presents changes in accumulated other comprehensive loss, net of tax, by component, during the six months ended June 30, 2013 and 2012:
 
 
Foreign currency translation adjustments
 
Unrecognized amounts included in postretirement obligations
 
Derivative fair-value adjustments
 
Unrealized gains (losses) on investments, net
 
Total
Six months ended June 30, 2013:
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
0.4

 
$
(0.7
)
 
$
—

 
$
—

 
$
(0.3
)
Net current period other comprehensive loss
 
(0.9
)
 
—

 
—

 
—

 
(0.9
)
Ending balance
 
$
(0.5
)
 
$
(0.7
)
 
$
—

 
$
—

 
$
(1.2
)
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
—

 
$
(0.1
)
 
$
(0.1
)
 
$
0.1

 
$
(0.1
)
Other comprehensive loss before reclassifications
 
(0.4
)
 
—

 
—

 
(0.2
)
 
(0.6
)
Amounts reclassified from accumulated other comprehensive income
 
—

 
—

 
0.1

 
0.1

 
0.2

Net current period other comprehensive (loss) income
 
(0.4
)
 
—

 
0.1

 
(0.1
)
 
(0.4
)
Ending balance
 
$
(0.4
)
 
$
(0.1
)
 
$
—

 
$
—

 
$
(0.5
)
The following presents amounts reclassified out of accumulated other comprehensive loss, by component, during the six months ended June 30, 2012:
Details about
accumulated other comprehensive income components
 
Affected line in the statement of operations
 
Six Months Ended
June 30, 2012
Derivative fair-value adjustments
 
Interest expense
 
$
(0.1
)
 
 
Benefit for income taxes
 
—

 
 
Net loss
 
$
(0.1
)
 
 
 
 
 
Unrealized gains on investments, net
 
Other (expense), net
 
$
(0.2
)
 
 
Benefit for income taxes
 
(0.1
)
 
 
Net loss
 
$
(0.1
)

There were no amounts reclassified out of accumulated other comprehensive loss during the three months ended June 30, 2013 and 2012 and the six months ended June 30, 2013.

9. Postretirement Defined Benefit Plans
The Company sponsors two unfunded postretirement defined benefit plans that cover certain former salaried and non-salaried employees. One plan provides healthcare benefits and the other provides life insurance benefits. The medical plan is contributory and contributions are adjusted annually based on actual claims experience. For retirees who retired prior to December 31, 2002 with 20 or more years of service at December 31, 2000, the Company contributes a portion of the cost of the medical plan. For all other retirees, the Company's intent is that the retirees provide the majority of the actual cost of the medical plan. The life insurance plan is noncontributory for those employees that retired by December 31, 2002.


12
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

The components of net periodic postretirement benefit cost for these plans consist of the following:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Interest cost
$
0.1

 
$
0.1

 
$
0.2

 
$
0.2

Net postretirement benefit cost
$
0.1

 
$
0.1

 
$
0.2

 
$
0.2


10. Income Taxes
The Company is subject to taxation in the United States and various state and foreign jurisdictions. The statute of limitations for the federal and state tax returns of the affiliated group of M & F Worldwide or MacAndrews and subsidiaries, as the case may be, including in each case the Company, for the tax years 2009 through 2012 generally remain open. In addition, open tax years related to foreign jurisdictions remain subject to examination but are not considered material. The Company has recently been notified that the Internal Revenue Service has selected to examine the affiliated group of M & F Worldwide and subsidiaries for the tax year ended December 21, 2011.
There are no events that have occurred since December 31, 2012 that had a material impact on amounts accrued for the Company's uncertain tax positions.
11. Long-Term Debt
 
June 30, 2013
 
December 31, 2012
$1,900.0 Senior Secured Credit Facilities:
 
 
 
Extended Term Loans due 2017
$
642.8

 
$
677.4

Non-Extended Term Loans due 2014
—

 
728.6

Tranche B-3 Term Loans due 2018
750.0

 
—

Total $1,900.0 Senior Secured Credit Facilities
1,392.8

 
1,406.0

9.75% Senior Secured Notes due 2018
285.0

 
235.0

Senior Floating Rate Notes due 2015
204.3

 
204.3

9.50% Senior Fixed Rate Notes due 2015
221.3

 
271.3

Capital lease obligations
3.7

 
3.1

Unamortized original issue discount, original issue premium and acquisition accounting-related fair value discount
(169.5
)
 
(271.9
)
 
1,937.6

 
1,847.8

Less: current maturities
(89.9
)
 
(78.5
)
Long-term debt, net of current maturities
$
1,847.7

 
$
1,769.3

New Facility Joinder Agreement to Credit Agreement
On April 26, 2013, the Company entered into a new facility joinder agreement to the Credit Agreement (as defined hereinafter) under which the Company borrowed $750.0 (the "Tranche B-3 Term Loans"). Proceeds of the Tranche B-3 Term Loans were used to repay, in full, together with all interest and fees accrued in respect of, the Non-Extended Term Loans plus other fees and expenses in connection with such refinancing.
The Tranche B-3 Term Loans will mature on May 22, 2018 subject (if the Revolving Facility (as defined hereinafter) is terminated and repaid in full) to a springing maturity 90 days prior to the maturity of the 2015 Senior Notes if they have not otherwise been repaid, extended or refinanced. The Company is required to repay the Tranche B-3 Term Loans in equal quarterly installments in aggregate annual amounts equal to 2.50% of the original amount. In addition, aggregate amortization in respect of all of the Tranche B-3 Term Loans and all other debt sharing liens with such loans (with certain exceptions) must be at least $75.0 per year (subject to certain reductions). The weighted average interest rate on the Tranche B-3 Term Loans outstanding was 7.0% at June 30, 2013.


13
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

The Tranche B-3 Term Loans bear, at the Company's option, interest at:
•
A rate per annum equal to the higher of (a) the prime rate of Credit Suisse and (b) the Federal Funds rate plus 0.50%, in each case plus an applicable margin of 4.50% per annum, provided that the rate before the applicable margin shall not be less than 2.50% per annum; or
•
A rate per annum equal to a reserve adjusted LIBOR rate, plus an applicable margin of 5.50% per annum, provided that the reserve adjusted LIBOR rate shall not be less that 1.50% per annum.
All other terms are substantially the same as the Credit Agreement.
Revolving Credit Facility due 2018
On February 20, 2013, Harland Clarke Holdings terminated the Revolver (as defined hereinafter) and along with certain of its domestic subsidiaries, as co-borrowers, and its direct parent, CA Acquisition Holdings, Inc. and certain of its other domestic subsidiaries as guarantors, entered into a senior secured asset based revolving credit facility (the "Revolving Facility") with Citibank, N.A., as administrative agent and collateral agent. The Revolving Facility provides for a facility equal to the lesser of $80.0 and a calculated borrowing base consisting of:
•
85% of eligible receivables less unearned revenue; plus
•
the lesser of (i) 85% of the orderly liquidation value of eligible inventory and (ii) 70% of eligible inventory (in each case, at the lower of book value and market); minus
•
eligibility reserves in effect at the time.
The borrowing base at June 30, 2013 was $52.3. The Revolving Facility includes an up to $30.0 subfacility for letters of credit and an up to $10.0 subfacility in the form of short-term swingline loans. As of June 30, 2013, there were no outstanding borrowings under the Revolving Facility and there was $41.9 available for borrowing (giving effect to the issuance of $10.4 of letters of credit).
Borrowings and other obligations under the Revolving Facility are guaranteed by CA Acquisition Holdings, Inc., Harland Clarke Holdings and certain of its domestic subsidiaries and secured by a lien on substantially all of the assets of such loan parties, including inventory, receivables, equipment, intellectual property and real property. The obligations under the Revolving Facility are secured by a first priority lien on inventory, receivables, payment intangibles and other current assets and other assets arising therefrom and proceeds thereof and second priority liens on the remaining collateral, subject to the first priority liens securing the Company's Tranche B-3 Term Loans, Extended Term Loans and 2018 Senior Secured Notes (as defined hereinafter).
The Revolving Facility will terminate on February 20, 2018, with springing maturities 91 days prior to the scheduled maturity date of the Company's Extended Term Loans and 2015 Senior Notes (each as defined hereinafter) all of which mature prior to the termination date of this Revolving Facility.
Borrowings against the Revolving Facility bear, at the Company's option, interest at:
•
A LIBOR rate borrowing, bearing interest at a rate per annum equal to a reserve-adjusted LIBOR rate, plus an applicable margin ranging from 1.75% to 2.25% per annum based on the average excess availability for the prior fiscal quarter; or
•
An Alternate Base Rate ("ABR") borrowing, bearing interest at a rate per annum equal to the greatest of:
•
The prime rate of Citibank;
▪
Federal Funds Effective Rate plus 0.5%; and
▪
LIBOR rate for a one-month interest period plus 1%,
plus an applicable margin ranging from 0.75% to 1.25% per annum based on the average excess availability for the prior fiscal quarter.
The Revolving Facility has a commitment fee of 0.5% per annum if the average utilization of the Revolving Facility for the preceding fiscal quarter is less than 50% of the total commitments and 0.375% per annum if the average utilization for the preceding fiscal quarter is greater than or equal to 50% of the total commitments. The Revolving Facility has a weighted average fee of 2.00% for issued letters of credit.


14
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

The Revolving Facility contains covenants that, among other things, limit the ability of the Company and its subsidiaries to (i) incur or guarantee additional indebtedness or capitalized lease obligations, or issue disqualified or preferred stock; (ii) grant liens on assets; (iii) transfer or sell assets; (iv) pay dividends or make distributions to stockholders; (v) enter into transactions with affiliates; (vi) make investments or acquisitions; (vii) enter into sale/leaseback transactions; (viii) amend certain of the Company's indebtedness; (ix) engage in substantially different lines of business; (x) change the Company's fiscal year; and (xi) engage in speculative hedging transactions. These covenants are subject to important exceptions and qualifications. The Revolving Facility also contains a fixed charge coverage ratio test that may apply if the Company's excess availability falls below specified levels, as well as affirmative covenants and events of default that are customary for such facilities.
$1,900.0 Senior Secured Credit Facilities
Extended Term Loans
On July 24, 2012, an amendment (the "Amendment") entered into on May 10, 2012 by the Company to its credit agreement dated as of April 4, 2007 (the "Credit Agreement") became effective, thereby extending the maturity of $973.0 of term loans under the Credit Agreement (the "Extended Term Loans") from June 2014 to June 2017 (subject to a springing maturity 90 days prior to the maturity date of the Company's 2015 Senior Notes (as defined hereinafter) if such notes have not been repaid, extended or refinanced). The effectiveness of the Amendment was conditioned on, among other customary conditions, the repayment of $280.2 of the Extended Term Loans, which repayment was made with net proceeds from the issuance of the 2018 Senior Secured Notes (as defined hereinafter) and cash on hand. After giving effect to such repayment and the effectiveness of the Amendment, there were $692.8 of Extended Term Loans outstanding and $729.0 of non-extended term loans (the "Non-Extended Term Loans") outstanding. The Company is required to repay the Extended Term Loans in equal quarterly installments in aggregate annual amounts equal to 10% of the original extended amount after giving effect to the $280.2 prepayment thereof required as a condition precedent to the effectiveness of the Amendment. The Amendment also includes several covenants in addition to those covenants in the Credit Agreement. The weighted average interest rate on the principal amount of Extended Term Loans outstanding was 5.4% at June 30, 2013.
The Extended Term Loans bear, at the Company's option, interest at:
•
A rate per annum equal to the higher of (a) the prime rate of Credit Suisse and (b) the Federal Funds rate plus 0.50%, in each case plus an applicable margin of 4.25% per annum; or
•
A rate per annum equal to a reserve-adjusted LIBOR rate, plus an applicable margin of 5.25% per annum.
Non-Extended Term Loans
On April 4, 2007, the Company and substantially all of its subsidiaries as co-borrowers entered into the Credit Agreement. The Credit Agreement provides for a $1,800.0 senior secured term loan (the "Term Loan"), which was fully drawn at closing on May 1, 2007 and matures on June 30, 2014 with respect to the Non-Extended Term Loans. The Non-Extended Term Loans were repaid on April 26, 2013 with proceeds from the Tranche B-3 Term Loans. The Company was required to repay the Non-Extended Term Loans in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount multiplied by the ratio of Non-Extended Term Loans outstanding on the effective date of the Amendment to the total Non-Extended Term Loans and Extended Term Loans outstanding on the effective date of the Amendment prior to giving effect to the prepayment required as a condition precedent to the effectiveness of the Amendment. In addition, the Credit Agreement required that a portion of the Company's excess cash flow be applied to prepay amounts borrowed, as further described below. The Credit Agreement also provided for a $100.0 revolving credit facility (the "Revolver"). The Revolver included an up to $60.0 subfacility in the form of letters of credit and an up to $30.0 subfacility in the form of short-term swing line loans. The Revolver was terminated on February 20, 2013 upon the execution of the new Revolving Facility.
Under certain circumstances, the Company is permitted to incur additional term loan and/or revolving credit facility indebtedness in an aggregate principal amount of up to $250.0. In addition, the terms of the Credit Agreement, the 2015 Senior Notes (as defined hereinafter), and the 2018 Senior Secured Notes (as defined hereinafter) allow the Company to incur substantial additional debt.
The Non-Extended Term Loans bore, at the Company's option, interest at:
•
A rate per annum equal to the higher of (a) the prime rate of Credit Suisse and (b) the Federal Funds rate plus 0.50%, in each case plus an applicable margin of 1.50% per annum; or
•
A rate per annum equal to a reserve-adjusted LIBOR rate, plus an applicable margin of 2.50% per annum.
The Company and each of its existing and future domestic subsidiaries, other than unrestricted subsidiaries, certain immaterial subsidiaries, subsidiaries that do not guarantee other debt of the Company and subject to certain other exceptions,


15
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

are guarantors and may also be co-borrowers under the Credit Agreement. In addition, the Company's direct parent, CA Acquisition Holdings, Inc., is a guarantor under the Credit Agreement. The senior secured credit facilities are secured by a perfected first priority security interest in substantially all of the Company's, each of the co-borrowers' and the guarantors' tangible and intangible assets and equity interests (other than voting stock in excess of 65.0% of the outstanding voting stock of each direct foreign subsidiary and certain other excluded property).
The Credit Agreement contains customary affirmative and negative covenants including, among other things, restrictions on indebtedness, liens, mergers and consolidations, sales of assets, loans, acquisitions, restricted payments, transactions with affiliates, dividends and other payment restrictions affecting subsidiaries and sale-leaseback transactions. The Company has the right to prepay the term loans at any time without premium or penalty, subject to certain breakage costs. The Company is required to prepay the term loans with 50% of excess cash flow (as defined in the Credit Agreement, with certain reductions set forth in the Credit Agreement, based on achievement and maintenance of leverage ratios) and 100% of the net proceeds of certain issuances, offerings or placements of debt obligations of the Company or any of its subsidiaries (other than permitted debt). Each such prepayment will be applied first to the next eight unpaid quarterly amortization installments on the term loans and second to the remaining amortization installments on the term loans on a pro rata basis. No excess cash flow payment was required in 2013 with respect to 2012. In March 2012, an excess cash flow payment of $12.5 was paid with respect to 2011. Under the terms of the Credit Agreement such excess cash flow payments were applied against other mandatory payments due in the same year of the excess cash flow payment.
The Credit Agreement also contains certain customary affirmative covenants and events of default. Such events of default include, but are not limited to: non-payment of amounts when due; violation of covenants; material inaccuracy of representations and warranties; cross default and cross acceleration with respect to other material debt; bankruptcy and other insolvency events; certain ERISA events; invalidity of guarantees or security documents; and material judgments. Some of these events of default allow for grace periods.
If a change of control (as defined in the Credit Agreement) occurs, the Company will be required to make an offer to prepay all outstanding term loans under the Credit Agreement at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, and lenders holding a majority of the revolving credit commitments may elect to terminate the revolving credit commitments in full. The Company is also required to offer to prepay outstanding term loans at 100% of the principal amount to be prepaid, plus accrued and unpaid interest, with the proceeds of certain asset sales under certain circumstances.
Senior Notes due 2015
On May 1, 2007, the Company issued $305.0 aggregate principal amount of Senior Floating Rate Notes due 2015 (the "Floating Rate Notes") and $310.0 aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (the "Fixed Rate Notes" and, together with the Floating Rate Notes, the "2015 Senior Notes"). The 2015 Senior Notes mature on May 15, 2015. The Fixed Rate Notes bear interest at a rate per annum of 9.50%, payable on May 15 and November 15 of each year. The Floating Rate Notes bear interest at a rate per annum equal to the Applicable LIBOR Rate (as defined in the indenture governing the 2015 Senior Notes (the "2015 Senior Notes Indenture")), subject to a floor of 1.25%, plus 4.75%, payable on February 15, May 15, August 15 and November 15 of each year. The interest rate on the Floating Rate Notes was 6.0% at June 30, 2013. The Senior Notes are unsecured and are therefore effectively subordinated to all of the Company's senior secured indebtedness, including outstanding borrowings under the Credit Agreement and the 2018 Senior Secured Notes. The Company and each of its existing subsidiaries, other than unrestricted subsidiaries and certain immaterial subsidiaries and certain other exceptions, are guarantors and may also be co-issuers under the 2015 Senior Notes.
The 2015 Senior Notes Indenture contains customary restrictive covenants, including, among other things, restrictions on the Company's ability to incur additional debt, pay dividends and make distributions, make certain investments, repurchase stock, incur liens, enter into transactions with affiliates, enter into sale and lease back transactions, merge or consolidate and transfer or sell assets. The Company must offer to repurchase all of the 2015 Senior Notes upon the occurrence of a "change of control," as defined in the 2015 Senior Notes Indenture, at a purchase price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest. The Company must also offer to repurchase the 2015 Senior Notes with the proceeds from certain sales of assets, if it does not apply those proceeds within a specified time period after the sale, at a purchase price equal to 100% of their aggregate principal amount, plus accrued and unpaid interest.
9.75% Senior Secured Notes due 2018
On July 24, 2012, the Company and Harland Clarke Corp., Harland Financial Solutions, Inc., Scantron Corporation and Checks in the Mail, Inc. (together, the "Co-Issuers") issued $235.0 aggregate principal amount of 9.75% Senior Secured Notes due 2018 (the "2018 Senior Secured Notes"). The Company used the net proceeds from the offering, together with cash on hand, to repay $280.2 aggregate principal amount of outstanding Extended Term Loans under its Credit Agreement.


16
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

The 2018 Senior Secured Notes were issued pursuant to an indenture, dated as of July 24, 2012 (the "2018 Senior Secured Notes Indenture"), among the Company, the Co-Issuers, certain of the Company's domestic subsidiaries that guarantee the 2018 Senior Secured Notes (the "Guarantors") and Wells Fargo Bank, National Association, as trustee and collateral agent (the "Trustee"). The Guarantors have guaranteed (the "Guarantees") the Company's and Co-Issuers' obligations under the 2018 Senior Secured Notes and the 2018 Senior Secured Notes Indenture on a senior secured basis. The 2018 Senior Secured Notes and the Guarantees are secured pursuant to a Security Agreement, dated as of July 24, 2012, by and among the Company, the Co-Issuers, the Guarantors and Wells Fargo Bank, National Association, as collateral trustee (the "Collateral Trustee") and a Collateral Trust Agreement, dated as of July 24, 2012, by and among the Company, certain subsidiaries of Harland Clarke Holdings named therein, Credit Suisse AG, Cayman Islands branch, as credit agreement collateral agent, and Wells Fargo Bank, National Association, as trustee and as collateral trustee.
The 2018 Senior Secured Notes mature on August 1, 2018. The 2018 Senior Secured Notes bear interest at a rate of 9.75% per annum, payable on each February 1 and August 1 to holders of record at the close of business on the immediately preceding January 15 and July 15 of each year.
On May 20, 2013, the Company completed an additional offering of $50.0 aggregate principal amount of the 2018 Senior Secured Notes (the "Additional Notes") pursuant to the 2018 Senior Secured Notes Indenture and supplemented on February 20, 2013 (as so supplemented, the "Indenture") under which the Company previously issued $235.0 aggregate principal amount of the 2018 Senior Secured Notes (the "Original Notes", and together with the Additional Notes, the "Notes"). The Additional Notes were sold at a price of 109.00% plus accrued interest from February 1, 2013. The Additional Notes trade as a single series with the Original Notes and are treated substantially the same as the Original Notes under the Indenture. On June 19, 2013, Harland Clarke Holdings used proceeds from the Additional Notes to repay and retire $50.0 of the Fixed Rate Notes.
The 2018 Senior Secured Notes are senior secured obligations of the Company and the Co-Issuers and the Guarantees are senior secured obligations of the Guarantors. The 2018 Senior Secured Notes and the Guarantees rank as follows: (i) secured on a first-priority basis, equally and ratably with all obligations of the Company, the Co-Issuers and the Guarantors that are secured by pari passu liens on the collateral, including their existing senior secured credit facilities; (ii) effectively junior to all of the Company's, Co-Issuers' and the Guarantors' obligations under any future asset-based revolving credit facility to the extent of the value of the current asset collateral held by the Company, the Co-Issuers and the Guarantors; (iii) structurally subordinated to any existing and future indebtedness and other liabilities of any existing and future subsidiaries of the Company that are not Guarantors; (iv) pari passu in right of payment with all of the existing and future senior indebtedness of the Company, the Co-Issuers and the Guarantors and effectively senior to the extent of the value of the collateral to any future unsecured indebtedness of the Company, the Co-Issuers and the Guarantors that is secured by liens on the collateral that are junior to the liens securing the Senior Secured Notes and the Guarantees or that is unsecured; and (v) senior in right of payment to any existing and future subordinated indebtedness of the Company, the Co-Issuers and the Guarantors.
The 2018 Senior Secured Notes and the Guarantees are secured on a first-priority basis, equally and ratably with the indebtedness under the Credit Agreement, by substantially all of the Company's, the Co-Issuers' and the Guarantors' assets, subject to certain exceptions and permitted liens.
Beginning with the fiscal year ending December 31, 2013, if the Company's secured leverage ratio exceeds certain levels, the Company will be required to offer to purchase an amount of the 2018 Senior Secured Notes equal to the greater of (1) $15.0 and (2) 50% of its excess cash flow for the applicable period, less any voluntary prepayments of 2018 Senior Secured Notes or credit facility indebtedness and certain mandatory prepayments made during the applicable period and subject to certain other exceptions, at a purchase price equal to 100% of the principal amount of the 2018 Senior Secured Notes, plus accrued and unpaid interest and additional interest. Upon the occurrence of a change of control or if the Company sells certain assets, the Company may be required to make an offer to purchase the 2018 Senior Secured Notes at certain specified prices.
The 2018 Senior Secured Notes Indenture contains covenants that, among other things, limit the Company's, the Co-Issuers' and the Guarantors' ability to (i) incur or guarantee additional indebtedness or issue preferred stock; (ii) grant liens on assets; (iii) pay dividends or make distributions to stockholders; (iv) repurchase or redeem capital stock or subordinated indebtedness; (v) make investments or acquisitions; (vi) enter into sale/leaseback transactions; (vii) incur restrictions on the ability of the Company's subsidiaries to pay dividends or to make other payments to the Company; (viii) enter into transactions with the Company's affiliates; (ix) merge or consolidate with other companies or transfer all or substantially all assets; and (x) transfer or sell assets. These covenants are subject to important exceptions and qualifications. The 2018 Senior Secured Notes Indenture contains affirmative covenants and events of default that are customary for indentures governing high-yield debt securities.


17
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

Faneuil Revolving Credit Facilities
Faneuil had a $35.5 revolving credit facility (the "Revolving Credit Agreement"), which was to mature on June 1, 2012 and was paid in full on January 25, 2012. The Revolving Credit Agreement allowed Faneuil to choose from two different interest rate options. The first option was LIBOR plus 2.5% per annum and the second option was Prime Rate minus 1.25%. The Revolving Credit Agreement contained certain covenants and restrictions including covenants and restrictions related to change of control, mergers, dissolution, accounting methodology, indebtedness, dividends and distributions. The Revolving Credit Agreement was collateralized by substantially all of the assets of Faneuil, and was secured by a pledge of the shares of Faneuil's parent.
On January 25, 2012, Faneuil entered into a new $25.0, two-year, revolving credit agreement with MacAndrews & Forbes Group LLC, which is an indirect wholly owned subsidiary of MacAndrews. This revolver was drawn in full on January 25, 2012 and the proceeds, along with cash on hand, were used to pay in full the outstanding balance of $25.6 plus all accrued interest under the Revolving Credit Agreement. Faneuil terminated the Revolving Credit Agreement and it is no longer available for borrowing.
On March 19, 2012, in connection with the Faneuil Acquisition, Faneuil's $25.0 revolving credit facility with MacAndrews & Forbes Group LLC was extinguished and Faneuil no longer has any loans outstanding.
Loss on Early Extinguishment of Debt
In connection with the repayment of $726.6 of the Non-Extended Term Loans and $50.0 of Fixed Rate Notes in the second quarter of 2013, the Company recorded a non-cash loss on early extinguishment of debt of $61.0 resulting from the write-off of unamortized acquisition accounting-related fair value discount, which was attributable to the MacAndrews Acquisition.
Capital Lease Obligations
The Company has outstanding capital lease obligations with principal balances totaling $3.7 and $3.1 at June 30, 2013 and December 31, 2012, respectively. These obligations have imputed interest rates ranging from 0.0% to 9.6% and have required payments of $1.0 remaining in 2013, $1.8 in 2014, $0.5 in 2015 and $0.4 in 2016.
12. Derivative Financial Instruments
Interest Rate Hedges
The Company uses hedge transactions, which are accounted for as cash flow hedges, to limit the Company's risk on a portion of its variable-rate debt.
During June 2009, the Company entered into an interest rate derivative transaction in the form of a three-year interest rate swap with a notional amount of $350.0, which became effective on June 30, 2009 and expired on June 30, 2012. This hedge swapped the underlying variable rate for a fixed rate of 2.353%. During September 2009, the Company entered into an additional interest rate derivative transaction in the form of a three-year interest rate swap with a notional amount of $250.0, which became effective on September 30, 2009 and expired on September 30, 2012. This hedge swapped the underlying variable rate for a fixed rate of 2.140%.
During June 2010, the Company entered into an interest rate derivative transaction in the form of a three-year interest rate swap with a notional amount of $255.0, which became effective on June 30, 2010 and expired on June 30, 2013. This hedge swapped the underlying variable rate for a fixed rate of 1.264%.
The following presents the fair values of these derivative instruments and the classification in the consolidated balance sheets.
Derivatives Designated as Cash Flow Hedging Instruments:
 
Balance Sheet
Classification
 
June 30, 2013
 
December 31, 2012
Interest rate swaps
 
Other current liabilities
 
$
—

 
$
1.3

Fair value of interest rate swaps is based on forward-looking interest rate curves as provided by the counterparty, adjusted for the Company's credit risk.


18
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

These derivative instruments were ineffective during the three and six months ended June 30, 2013 and 2012. The following presents the effect of these derivative instruments (effective and ineffective portion) on other comprehensive loss and amounts reclassified from accumulated other comprehensive loss into interest expense.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Interest Rate Swaps:
 
 
 
 
 
 
 
Loss reclassified from other comprehensive income into interest expense (effective portion)
$
—

 
$
—

 
$
—

 
$
0.1

Loss recognized in interest expense (ineffective portion)
—

 
0.2

 
—

 
1.5

The following presents the balances and net changes in the accumulated other comprehensive loss related to these derivative instruments, net of income taxes.
 
 
Six Months Ended
 
 
June 30,
Balances and Net Changes:
 
2012
Balance at beginning of period
 
$
0.1

Loss reclassified from accumulated other comprehensive loss into interest expense, net of taxes of $0.0
 
(0.1
)
Balance at end of period
 
$
—

There were no balances related to these derivative instruments in accumulated other comprehensive loss in the six months period ended June 30, 2013.
13. Fair Value Measurements
Nonrecurring Fair Value Measurements
During the six months ended June 30, 2013, the Company recorded non-cash impairment charges of $0.2 for the Harland Clarke segment related to assets that were determined to have no future use and $0.7 for the Scantron segment related to software that was determined to have no future use (see Note 6).
Recurring Fair Value Measurements
Fair values of financial instruments subject to recurring fair value measurements as of June 30, 2013 and December 31, 2012 are as follows:
 
Balance at
 
 
 
 
 
 
 
June 30,
 2013
 
(Level 1)
 
(Level 2)
 
(Level 3)
Corporate equity securities
$
0.1

 
$
0.1

 
$
—

 
$
—

 
Balance at
 
 
 
 
 
 
 
December 31, 2012
 
(Level 1)
 
(Level 2)
 
(Level 3)
Corporate equity securities
$
0.1

 
$
0.1

 
$
—

 
$
—

Liability for interest rate swaps
1.3

 
—

 
1.3

 
—

Fair value of interest rate swaps is based on forward-looking interest rate curves as provided by the counterparty, adjusted for the Company's credit risk. Fair value of corporate equity securities is based on quoted market prices.


19
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

The following table presents the Company's liability for contingent consideration related to business combinations measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
 
Three
Months Ended
 
Six
 Months Ended
 
June 30,
 
June 30,
 
2012
 
2012
Balance at beginning of period
$
0.1

 
$
0.6

Net changes in fair value
—

 
(0.5
)
Balance at end of period
$
0.1

 
$
0.1

There was no liability for contingent consideration related to business combinations in the six months period ended June 30, 2013. Fair value of the liability for contingent consideration related to business combinations is estimated utilizing a discounted cash flow analysis. The analysis considers, among other things, estimates of future revenues and the timing of expected future contingent consideration payments.
Fair Value of Financial Instruments
Most of the Company's clients are in the financial services and educational industries. The Company performs ongoing credit evaluations of its clients and maintains allowances for potential credit losses. The Company does not generally require collateral. Actual losses and allowances have been within management's expectations.
The carrying amounts for cash and cash equivalents, trade accounts receivable, accounts payable and accrued liabilities approximate fair value. The estimated fair value of long-term debt is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar issues as of the measurement date. The estimated fair value of long-term debt at June 30, 2013 and December 31, 2012 was approximately $2,053.3 and $1,984.4, respectively. The carrying value of long-term debt at June 30, 2013 and December 31, 2012 was $1,937.6 and $1,847.8 respectively. As described in Note 1, the carrying value of the Company's long-term debt was adjusted to fair value as of the date of the MacAndrews Acquisition.
14. Investments
Equity Method Investment
During 2012, the Company purchased certain equity securities of Transactis, Inc. ("Transactis"), a privately held company, representing a 15.5% ownership interest for $7.0 in cash. The Company accounts for this investment using the equity method due to its ability to influence operating and financial matters of Transactis through its representation on the Transactis board of directors and certain rights under the terms of the stock purchase agreement. The assets, liabilities and results of operations are not significant to the Company's financial position or results of operations. The carrying value of this investment at June 30, 2013 and December 31, 2012 was $6.5 and $6.9, respectively, and is included in other assets in the accompanying consolidated balance sheets.
Marketable Securities
The Company's marketable securities are classified as available-for-sale and are reported at their fair values, which are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
Balance at June 30, 2013:
 
 
 
 
 
 
 
Corporate equity securities
$
0.1

 
$
—

 
$
—

 
$
0.1

Balance at December 31, 2012:
 
 
 
 
 
 
 
Corporate equity securities
$
0.1

 
$
—

 
$
—

 
$
0.1

During the six months ended June 30, 2012, the Company sold its United States treasury securities, which were to mature in 2014, for $56.3 in cash and recognized a loss of $0.2, which is included in other expense, net in the accompanying consolidated statements of operations.


20
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

15. Commitments and Contingencies
Various legal proceedings, claims and investigations are pending against the Company, including those relating to commercial transactions, intellectual property matters, environmental matters and other matters. Certain of these matters are covered by insurance, subject to deductibles and maximum limits. In the opinion of management based upon the information available at this time, the outcome of the matters referred to above will not have a material adverse effect on the Company's consolidated financial position or results of operations.
16. Restructuring
Harland Clarke and Corporate
The Company adopted plans during 2011, 2012 and 2013 to realize cost savings in the Harland Clarke segment and Corporate by consolidating printing plants, contact centers and selling, general and administrative functions.
The following table details the components of the Company's restructuring accruals under its plans related to the Harland Clarke segment and Corporate for the six months ended June 30, 2013 and 2012:
 
Beginning
Balance
 
Expensed
 
Paid in
Cash
 
Non-Cash
Utilization
 
Ending
Balance
Six months ended June 30, 2013:
 
 
 
 
 
 
 
 
 
Severance and severance-related
$
6.4

 
$
1.1

 
$
(3.1
)
 
$
—

 
$
4.4

Facilities closures and other costs
2.4

 
4.9

 
(1.0
)
 
(3.4
)
 
2.9

Total
$
8.8

 
$
6.0

 
$
(4.1
)
 
$
(3.4
)
 
$
7.3

 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
 
 
 
 
 
Severance and severance-related
$
4.5

 
$
1.6

 
$
(0.4
)
 
$
—

 
$
5.7

Facilities closures and other costs
3.0

 
1.1

 
(0.9
)
 
(0.5
)
 
2.7

Total
$
7.5

 
$
2.7

 
$
(1.3
)
 
$
(0.5
)
 
$
8.4

The non-cash utilization of $3.4 and $0.5 in 2013 and 2012, respectively, in the table above includes adjustments to the carrying value of other property, plant and equipment. The Company expects to incur in future periods an additional $2.5 for costs related to these plans. The Company expects to make payments for severance and severance-related costs through 2014. Ongoing lease commitments related to these plans continue through 2017.
Harland Financial Solutions
During 2012, the Company adopted a plan to realize additional cost savings in the Harland Financial Solutions segment by eliminating certain selling, general and administrative expenses.
The following table details the components of the Company's restructuring accruals related to the Harland Financial Solutions segment for the six months ended June 30, 2013 and 2012:
 
Beginning
Balance
 
Expensed
 
Paid in
Cash
 
Non-Cash
Utilization
 
Ending
Balance
Six months ended June 30, 2013:
 
 
 
 
 
 
 
 
 
Severance and severance-related
$
0.1

 
$
0.2

 
$
—

 
$
—

 
$
0.3

Facilities and other costs
1.3

 
(0.2
)
 
(0.2
)
 
0.2

 
1.1

Total
$
1.4

 
$
—

 
$
(0.2
)
 
$
0.2

 
$
1.4

 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
 
 
 
 
 
Severance and severance-related
$
—

 
$
0.4

 
$
(0.3
)
 
$
—

 
$
0.1

Facilities and other costs
1.5

 
—

 
(0.1
)
 
—

 
1.4

Total
$
1.5

 
$
0.4

 
$
(0.4
)
 
$
—

 
$
1.5



21
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

Scantron
During the six months ended June 30, 2013, the Company adopted a plan in the Scantron segment to exit certain product lines in the education market. The plan resulted in the closure of four leased facilities and the elimination of operations and selling, general and administrative expenses associated with those product lines, largely occurring in the second quarter of 2013.
The Company previously adopted plans during 2011 and 2012 to realize cost savings in the Scantron segment by consolidating certain operations and eliminating certain selling, general and administrative expenses.
The following table details the components of the Company's restructuring accruals related to the Scantron segment for the six months ended June 30, 2013 and 2012:
 
Beginning
Balance
 
Expensed
 
Paid in
Cash
 
Non-Cash
Utilization
 
Ending
Balance
Six months ended June 30, 2013:
 
 
 
 
 
 
 
 
 
Severance and severance-related
$
3.2

 
$
3.8

 
$
(4.1
)
 
$
—

 
$
2.9

Facilities and other costs
0.9

 
3.1

 
(0.8
)
 
(0.8
)
 
2.4

Total
$
4.1

 
$
6.9

 
$
(4.9
)
 
$
(0.8
)
 
$
5.3

 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
 
 
 
 
 
Severance and severance-related
$
2.0

 
$
1.3

 
$
(1.4
)
 
$
—

 
$
1.9

Facilities and other costs
1.4

 
0.3

 
(0.9
)
 
—

 
0.8

Total
$
3.4

 
$
1.6

 
$
(2.3
)
 
$
—

 
$
2.7

The non-cash utilization in the table above includes adjustments to the carrying value of other property, plant and equipment. Ongoing lease commitments related to these plans continue to 2018. The Company expects to make payments for severance and severance-related costs through 2014.
Faneuil
The Company adopted a plan in 2012 to realize cost savings in the Faneuil segment by consolidating certain operations and eliminating certain selling, general and administrative expenses. The following table details the components of the Company's restructuring accruals related to the Faneuil segment for the six months ended June 30, 2013 and 2012:
 
Beginning
Balance
 
Expensed
 
Paid in
Cash
 
Ending
Balance
Six months ended June 30, 2013:
 
 
 
 
 
 
 
Severance and severance-related
$
0.6

 
$
0.4

 
$
(0.7
)
 
$
0.3

Facilities and other costs
0.2

 
—

 
—

 
0.2

Total
$
0.8

 
$
0.4

 
$
(0.7
)
 
$
0.5

 
 
 
 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
 
 
 
Facilities and other costs
$
—

 
$
0.3

 
$
(0.3
)
 
$
—

Total
$
—

 
$
0.3

 
$
(0.3
)
 
$
—

Restructuring accruals for all of the segments' plans are reflected in other current liabilities and other liabilities in the accompanying consolidated balance sheets. The Company expects to pay the remaining severance, facilities and other costs related to the segments’ restructuring plans through 2018.
17. Transactions with Related Parties
The Company participates in MacAndrews' directors and officers insurance program, which covers the Company as well as MacAndrews and MacAndrews' other affiliates. The limits of coverage are available on aggregate losses to any or all of the participating companies and their respective directors and officers. The Company reimburses MacAndrews for its allocable portion of the premiums for such coverage, which the Company believes is more favorable than premiums the Company could secure were it to secure its own coverage. At June 30, 2013, the Company recorded prepaid expenses and other assets of $0.8


22
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

and $1.3, respectively, relating to the directors and officers insurance program. At December 31, 2012, the Company recorded prepaid expenses and other assets of $0.7 and $1.0, respectively, related to the directors and officers insurance program. The Company paid $1.0 and $1.9 to MacAndrews during the six months ended June 30, 2013 and 2012, respectively, under the directors and officers insurance program. The Company also participates in certain other insurance programs with MacAndrews under which it pays premiums directly to the insurance broker.
Notes Receivable
On December 27, 2011, the Company entered into a revolving credit agreement with its indirect parent, MacAndrews, whereby MacAndrews could borrow an amount not exceeding $30.0. The facility is unsecured, bears interest at LIBOR plus 2% and matures in December 2013. The facility was drawn in full by MacAndrews on December 27, 2011 and remained outstanding at June 30, 2013. Interest income of $0.1 and $0.3 was recorded and related payments were received during the three and six months ended June 30, 2013, respectively. Interest income of $0.2 and $0.4 was recorded and related payments were received during the three and six months ended June 30, 2012, respectively.
Other
The Company expensed $0.7 and $1.4 during the three and six months ended June 30, 2013, respectively, and $0.7 and $1.4 during the three and six months ended June 30, 2012, respectively, for services provided to the Company by M & F Worldwide. This amount is reflected in selling, general and administrative expenses.
During the six months ended June 30, 2013 and 2012, the Company paid cash dividends of $26.2 and $25.8, respectively, to M & F Worldwide as permitted by restricted payment baskets within the Company's debt agreements.
On March 19, 2012, the Company completed the Faneuil Acquisition from affiliates of MacAndrews, its indirect parent (see Note 3). In connection with the Faneuil Acquisition, Faneuil's revolving credit facility with an affiliate of MacAndrews, which was entered into on January 25, 2012, was extinguished (see Note 11).
18. Subsequent Event
On July 23, 2013, the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Davis + Henderson Corporation ("D+H"), Spoke Acquisition, Inc. ("Acquirer I"), D+H Ltd. ("Acquirer II", collectively with Acquirer I, the "Buyer"), and MacAndrews. Pursuant to the terms of the Stock Purchase Agreement, the Buyer agreed to acquire all of the outstanding shares of capital stock of each of Harland Financial Solutions, Inc., Harland Financial Solutions Worldwide Limited and Harland Israel Ltd. (collectively, "HFS") from the Company (the "Transaction") for a purchase price of $1.2 billion in cash, which amount is subject to both a pre-closing and post-closing adjustment for working capital in accordance with the terms and conditions of the Stock Purchase Agreement.
The Transaction is subject to customary closing conditions, including the absence of a legal impediment to the Transaction and the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Condition"). The obligations of the Company and Buyer to close the Transaction are also subject to, among others, (a) the accuracy of representations and warranties of the other party as set forth in the Stock Purchase Agreement (in each case subject to material adverse effect qualifications), (b) the other party having performed in all material respects its obligations under the Stock Purchase Agreement and (c) in the case of the Buyer's obligations to close, HFS not having suffered a material adverse effect and all third party debt of HFS having been released. The Transaction is not subject to a financing condition. The Company expects the Transaction to close in the third quarter of 2013.
The Stock Purchase Agreement includes representations and warranties customary for an arm's length acquisition agreement. The Stock Purchase Agreement contains customary covenants of the Company and the Buyer, including with respect to the conduct of the HFS business during the interim period between the execution of the Stock Purchase Agreement and the earlier to occur of the closing of the Transaction and the termination of the Stock Purchase Agreement.
The Stock Purchase Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of the parties; (b) by either of the parties, if any governmental authority has issued a final and non-appealable order, decree or ruling prohibiting the Transaction; (c) by the Company, if there has been a breach by the Buyer of any representation or warranty or any covenant or agreement contained in the Stock Purchase Agreement that would result in a failure of a closing condition and which breach cannot be cured or has not been cured (to the extent necessary to avoid a failure of such condition) within fifteen (15) days after the giving of written notice to the Buyer; (d) by the Buyer, if there has been a breach by the Company of any representation or warranty or any covenant or agreement contained in the Stock Purchase Agreement that would result in a failure of a closing condition and which breach cannot be cured or has not been cured (to the extent necessary to avoid a failure of such condition) within fifteen (15) days after the giving of written notice to the Company; or (e) by either the Company or


23
Harland Clarke Holdings Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(dollars in millions)
(unaudited)

the Buyer, if the Closing does not occur by the close of business on September 30, 2013, which date may be extended by either such party to February 28, 2014 if the HSR Condition remains unsatisfied as of three business days prior to September 30, 2013.
The Stock Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties, covenants and obligations, and certain other designated matters. D+H agreed to guarantee the performance of the Buyer, and guaranteed that the Buyer will fully, completely and timely pay and perform all its obligations and assume all its liabilities under the Stock Purchase Agreement.
The Stock Purchase Agreement provides that, at the Closing, the Company, the Buyer and D+H will enter into an ancillary agreement providing for certain transitional services to the Buyer following the Closing on terms customary for a transaction of this type.


24
Harland Clarke Holdings Corp. and Subsidiaries

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion regarding our financial condition and results of operations for the six months ended June 30, 2013 and 2012 should be read in conjunction with the more detailed financial information contained in our consolidated financial statements and their notes included elsewhere in this Quarterly Report on Form 10-Q.
Overview of Business
Harland Clarke Holdings Corp. ("Harland Clarke Holdings" and, together with its subsidiaries, the "Company") is a holding company that conducts its operations through its direct and indirect, wholly owned operating subsidiaries and was incorporated in Delaware on October 19, 2005. The Company is an indirect, wholly owned subsidiary of M & F Worldwide Corp. ("M & F Worldwide"), which is, as of December 21, 2011, an indirect, wholly owned subsidiary of MacAndrews & Forbes Holdings Inc. ("MacAndrews"). MacAndrews is wholly owned by Ronald O. Perelman. On September 12, 2011, M & F Worldwide agreed to merge with an indirect, wholly owned subsidiary of MacAndrews, and, following a vote of stockholders of M & F Worldwide and the satisfaction or waiver of closing conditions, that merger was effected on December 21, 2011 (the "MacAndrews Acquisition").
As a result of the MacAndrews Acquisition, which resulted in a change in ownership of M & F Worldwide, the Company was required to use the acquisition method of accounting to revalue its assets and liabilities as of the date of the MacAndrews Acquisition. Such accounting results in a number of changes, including, but not limited to, decreased revenues as a result of fair value adjustments to deferred revenues, increased depreciation and amortization as a result of the revaluation of assets and increased non-cash interest expense that results from adjusting the Company's long-term debt to fair value as of the date of the MacAndrews Acquisition.
On March 19, 2012, the Company purchased Faneuil, Inc. ("Faneuil") from affiliates of MacAndrews (see Note 3 to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q). Under accounting guidance for transactions among entities under common control, the Company has accounted for the purchase at historical cost and has retrospectively recasted prior periods under common control to include Faneuil operations. The Company and Faneuil came under common control on December 21, 2011, the date of the MacAndrews Acquisition. Faneuil is a separate business segment for financial reporting purposes.
During the second quarter of 2012, the Company transferred certain product and service lines from the Scantron segment to other segments to better align complementary products and services. The Harland Technology Services ("HTS") and Medical Device Tracking ("MDT") businesses were transferred to the Faneuil segment and the Survey Services business was transferred to the Harland Clarke Segment. Prior period segment information has been reclassified to reflect this change.
The Harland Clarke segment offers checks and related products, forms and treasury supplies, and related delivery and fraud prevention products as well as transactional document printing, including statements, compliance documents and communications, to financial and commercial institutions. It also provides direct marketing services to their clients including direct marketing campaigns, direct mail, database marketing, telemarketing and digital marketing. In addition to these products and services, the Harland Clarke segment offers stationery, business cards, survey services and other business and home office products to consumers and businesses.
The Harland Financial Solutions segment provides technology products and related services to financial institutions worldwide including lending and mortgage compliance and origination applications, risk management solutions, business intelligence solutions, Internet and mobile banking applications, branch automation solutions, self-service solutions, electronic payment solutions and core processing systems.
The Scantron segment provides data management and decision support solutions and related services to educational, commercial and governmental entities worldwide. Scantron products and services provide solutions for testing and assessment, instruction and performance management and business operational data collection. Scantron's solutions combine a variety of data collection, analysis, and management tools including web-based solutions, software, scanning equipment and forms.
The Faneuil segment provides business process outsourcing services including call center operations, back office operations, staffing services and toll collection services to government and regulated commercial clients. The Faneuil segment also provides patient information collection and tracking services, managed technical services and related field maintenance services to educational, commercial, healthcare and governmental entities.


25
Harland Clarke Holdings Corp. and Subsidiaries

Refinancing Transactions
On May 20, 2013, the Company completed the issuance of additional 2018 Senior Secured Notes. Proceeds from the issuance were used to repay and retire $50.0 million principal amount of fixed rate 2015 Senior Notes. On April 26, 2013, the Company completed a transaction to refinance its non-extended term loans that were to mature in June 2014. On February 20, 2013, the Company completed certain refinancing transactions with respect to its revolving credit facility dated as of April 4, 2007. On July 24, 2012, the Company completed certain refinancing transactions with respect to its credit agreement dated as of April 4, 2007, as amended on May 10, 2012. See Note 11 to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
NCP Solutions Acquisition
On May 31, 2013, the Company acquired 100% of the equity of NCP Solutions, LLC ("NCP Solutions") for $35.5 million, after giving effect to working capital adjustments of $0.5 million (the "NCP Solutions Acquisition"). NCP Solutions is a leading end-to-end communications solutions provider to consumer finance companies, banks, mortgage lenders, mortgage subservicers, credit unions, auto and equipment finance companies, auto service contract providers, direct marketing companies, healthcare and health insurance companies, check producers and various other customers. The NCP Solutions business is included in the Harland Clarke segment for financial reporting purposes.
The Faneuil Acquisition
On March 19, 2012, the Company entered into a Stock Purchase Agreement pursuant to which the Company purchased 100% of the issued and outstanding shares of capital stock of New Faneuil, Inc. ("New Faneuil") for $70.0 million in cash (the "Faneuil Acquisition") from affiliates of MacAndrews. The Company financed the Faneuil Acquisition with Harland Clarke Holdings' cash on hand. New Faneuil, through its wholly owned subsidiary, Faneuil, provides business process outsourcing services including call center operations, back office operations, staffing services and toll collection services to government and regulated commercial clients across the United States.
Economic and Other Factors Affecting the Businesses of the Company
Harland Clarke
While total non-cash payments - including checks, credit cards, debit cards and other electronic forms of payment - are growing, the number of checks written has declined and is expected to continue to decline. Harland Clarke believes the number of checks printed is driven by the number of checks written, the number of new checking accounts opened and reorders reflecting changes in consumers' personal situations, such as name or address changes. In recent years, Harland Clarke has experienced check unit declines at a higher rate than in the past, as evidenced by recent period-over-period declines in Harland Clarke revenue which are discussed in more detail elsewhere in this report and other recently filed reports on Form 10-K and Form 10-Q. Harland Clarke believes these higher rates of decline are attributable at least in part to changing business strategies of certain of our financial institution clients and an increase in the use of alternative non-cash payments in addition to other factors. Harland Clarke is unable to determine the extent to which other factors such as economic and financial market difficulties, the depth and length of the economic downturn, higher unemployment, decreased openings of checking accounts and decreased consumer spending have also contributed to the higher rates of decline. Beginning in 2011, this trend of higher check unit declines improved slightly from that experienced in recent years; however, Harland Clarke is unable to determine at this time if this improvement to the trend will continue. Harland Clarke still expects that check unit volume will continue to decline, resulting in a corresponding decrease in check revenues and depending on the nature and relative magnitude of the causes for the decreases, such decreases may not be mitigated as and when overall economic conditions improve. Harland Clarke is focused on growing its non-check related products and services, optimizing its existing catalog of offerings and developing or acquiring new or expanded offerings, in each case to better serve its clients, as well as managing its costs, overhead and facilities to reflect the decline in check unit volumes. Harland Clarke does not believe that revenues from non-check related products and services will fully offset revenue declines from declining check unit volumes. In the future, Harland Clarke may not be able to mitigate the revenue declines from declining check unit volumes through cost management, which could negatively affect Harland Clarke's margins.
Harland Clarke's primary competition comes from alternative payment methods such as debit cards, credit cards, ACH, and other electronic and online payment options. Harland Clarke also competes with large providers that offer a wide variety of products and services including Deluxe Corporation, Harte-Hanks, Inc., and R.R. Donnelley & Sons Company. There are also many other competitors that specialize in providing one or more of the products and services Harland Clarke offers to its clients. Harland Clarke competes on the basis of service, convenience, quality, product range and price.
The Harland Clarke segment's operating results are also affected by consumer confidence and employment. Consumer confidence directly correlates with consumer spending, while employment also affects revenues through the number of new checking accounts being opened. The Harland Clarke segment's operating results may be negatively affected by slow or


26
Harland Clarke Holdings Corp. and Subsidiaries

negative growth of, or downturns in, the United States economy. Business confidence affects a portion of the Harland Clarke segment. In addition, if Harland Clarke's financial institution customers fail or merge with other financial institutions, Harland Clarke may lose any or all revenue from such financial institutions and/or experience further pricing pressure, which would negatively affect Harland Clarke's operating results.
Harland Financial Solutions
Harland Financial Solutions' operating results are affected by the overall demand for our products, software and related services, which is based upon the technology budgets of our clients and prospects. Economic downturns in one or more of the countries in which we do business and enhanced regulatory burdens, including through increased fees and assessments charged to financial institutions by the Federal Deposit Insurance Corporation and National Credit Union Association or due to federal legislation for additional taxes on certain financial institutions, could result in reductions in the information technology budgets for some portion of our clients and potentially longer lead-times for acquiring Harland Financial Solutions products and services. In addition, if Harland Financial Solutions' financial institution customers fail or merge with other financial institutions, Harland Financial Solutions may lose any or all revenue from such financial institutions and/or experience further pricing pressure, which would negatively affect Harland Financial Solutions' operating results.
Harland Financial Solutions' business is affected by technological change, evolving industry standards, regulatory changes in client requirements and frequent new product introductions and enhancements. The business of providing technological solutions to financial institutions and other enterprises requires that we continually improve our existing products and create new products while at the same time controlling our costs to remain price competitive.
Providing technological solutions to financial institutions is highly competitive and fragmented. Harland Financial Solutions competes with several large and diversified financial technology providers, including, among others, Fidelity National Information Services, Inc., Fiserv, Inc., Jack Henry & Associates, Inc., Computer Services Inc. and many regional providers. Many multi-national and international providers of technological solutions to financial institutions also compete with Harland Financial Solutions both domestically and internationally, including Temenos Group AG, Misys plc, Infosys Technologies Limited, Tata Consultancy and Oracle Financial Services. There are also many other competitors that offer one or more specialized products or services that compete with products and services offered by Harland Financial Solutions. Management believes that competitive factors influencing buying decisions include product features and functionality, client support, price and vendor financial stability.
Scantron
While the number of tests given annually in K-12 and higher education continues to grow, the demand for optical mark reader paper-based testing has declined and is expected to continue to decline. Changes in educational funding can affect the rate at which schools adopt new technology thus slowing the decline for paper-based testing but also slowing the demand for Scantron's on-line testing products. Educational funding changes may also reduce the rate of consumption of Scantron's forms and purchase of additional hardware to process these forms. Scantron's education-based customers may turn to lower cost solutions for paper-based forms and hardware in furtherance of addressing their budget needs. A weak economy in the United States may negatively affect education budgets and spending, which would have an adverse effect on Scantron's operating results. Scantron's recent exit from certain product lines in the education market may also have an adverse effect on its ongoing business and business prospects. Scantron is subject to federal and state educational budget allotments. In the current economic and political landscapes, these budget allotments may come under pressure and could be reduced, thus affecting customer willingness to invest in Scantron products.
Data collection is also experiencing a conversion to non-paper based methods of collection. Scantron believes this trend will also continue as the availability of these alternative technologies becomes more widespread. While Scantron's non-paper data collection business could benefit from this trend, Scantron's paper-based data collection business could be negatively affected by this trend. Changes in the overall economy can affect the demand for data collection to the extent that Scantron's customers adjust their research or testing expenditures.
Scantron must successfully develop new products and solutions to respond to the significant changes in the educational testing and data collection industry due to customer requirements, technological and regulatory changes. Scantron must continue to keep pace with changes in testing and data collection technology and the needs of its clients. The development of new education-related technologies depends on the timing and costs of the development effort, product performance, functionality, customer acceptance, adoption rates and competition, all of which could have a negative effect on our business. If Scantron is not able to adopt new electronic data collection and other education technology-related solutions at a rate that keeps pace with other technological advances, or in a manner that results in meaningful customer adoption, the business, business prospects, results of operations and financial condition of Scantron could be materially and adversely affected. In addition, Scantron may from time to time, depending on the foregoing and other factors, determine to limit investment in, restrict marketing efforts for or discontinue certain of its products which are not part of Scantron's evolving strategic plans.


27
Harland Clarke Holdings Corp. and Subsidiaries

Scantron enters into contracts with customers that provide for multiple products and services or "elements," such as software, implementation, configuration, training and maintenance (referred to as "multiple-element contracts"). In order to recognize revenue for each element of the contract separately as earned, the relevant accounting guidance requires that the Company have "vendor-specific objective evidence", or "VSOE", of fair value of each element. VSOE of fair value of each element is typically based on the price charged when sold separately. The Company does not yet have sufficient history with sales of products and services associated with acquisitions completed in 2010 and 2011 to establish VSOE for elements within their contracts. As a result, for such contracts, the entire contract is bundled as a single unit for accounting purposes with revenue being recognized ratably over the initial term of the contract commencing with the delivery of the software or the completion of implementation services if such services are essential to the functionality of the software. This methodology results in substantial deferral of revenue into future periods, while the related costs, with the exception of direct implementation costs, are expensed as incurred rather than deferred. In addition, revenue from contracts that are subject to substantive customer acceptance provisions is deferred until the acceptance provisions have been met. As a result of these factors that cause deferral of significant revenue into future periods for amounts that are billed and collected, the Company recorded operating losses in 2012 and 2013 for the operations associated with the acquisitions completed in 2010 and 2011.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for additional information regarding revenue recognition policies.
Faneuil
The Faneuil segment provides outsourcing solutions and information technology solutions to customers throughout the United States.
Faneuil is an outsourcer for government services and highly regulated industries with a focus on industries that remain robust under normal economic conditions, e.g., transportation, utilities, state agencies, municipal governments and healthcare. During economic downturns, the ability of both private and governmental entities to make expenditures may decline. Faneuil cannot be certain that economic or political conditions will be generally favorable or that there will not be significant fluctuations which adversely affect Faneuil's industry as a whole or key markets targeted by Faneuil. As Faneuil's operations are, in part, dependent upon government funding, significant decreases in the level of government funding could have an unfavorable effect on Faneuil's operating results.
Faneuil's business is subject to a variety of program related risks, including changes in political and other circumstances, particularly since contracts for major programs are performed over extended periods of time. These risks include the failure of applicable governing authorities to take necessary actions, opposition by third parties to specific programs and the failure by customers to obtain adequate financing for particular programs. Due to these factors, losses on a select contract or contracts could occur, and Faneuil could experience significant changes in operating results.
Faneuil's primary competition comes from other large providers of toll services such as Affiliated Computer Services, Inc. ("ACS") and TransCore, Inc., and providers of customer contact center services such as ACS and Convergys Corporation. If Faneuil cannot compete effectively, it will negatively affect its operating results. To remain competitive, Faneuil must continuously implement new technologies, expand its portfolio of outsourced services and may have to make occasional strategic adjustments to its pricing for its services.
Faneuil's operations are positively affected by the growing trend in government agencies to outsource their internal operations to address shrinking budgets and eliminate the historically higher costs associated with staffing government programs. Tolling operations are expected to increase across the country in an effort to provide new funding for government agencies realizing budgetary cutbacks as a result of the prevailing economic climate. Similarly, governments and other highly regulated businesses are seeking economic efficiencies by outsourcing their customer contact centers. While Faneuil will look to take advantage of these opportunities, some of these opportunities require performance bonds, and there can be no assurance that bonds will be available on reasonable terms.
Faneuil's HTS business is a nationwide information technology solutions and services provider offering installation, implementation, maintenance and repair, managed services and managed print services for computers, networks, printers, Scantron's data collection devices and a variety of other technology equipment. HTS provides these services to customers of all sizes nationwide in a variety of industries, e.g., banking, education, government, commercial businesses and healthcare. HTS competes with other hardware manufacturers that have a significant market-share in a highly fragmented environment. Falling technology prices and better hardware reliability pose a threat to the business, and HTS has expanded its focus to increase its sales of managed services solutions in response to these market trends.
Restructuring
The Company has taken restructuring actions in the past in an effort to achieve manufacturing and contact center efficiencies and other cost savings. Past restructuring actions have related to both acquisitions and ongoing cost reduction


28
Harland Clarke Holdings Corp. and Subsidiaries

initiatives and have included manufacturing plant closures, contact center closures and workforce rationalization. The Company anticipates future restructuring actions, where appropriate, to realize process efficiencies, to continue to align its cost structure with business needs and remain competitive in the marketplace. The Company expects to incur severance and severance-related costs, facilities closures costs and other costs such as inventory write-offs, training, hiring and travel in connection with future restructuring actions.
Consolidated Operating Results
The Company has organized its businesses along four reportable segments together with a corporate group for certain support services. The Company's operations are aligned on the basis of products, services and industry. Management measures and evaluates the reportable segments based on operating income. During the second quarter of 2012, the Company transferred certain product and service lines from the Scantron segment to other segments to better align complementary products and services. The HTS and MDT businesses were transferred to the Faneuil segment and the Survey Services business was transferred to the Harland Clarke segment. Prior period results in the tables below have been reclassified to reflect these business segment changes.
In the tables below, dollars are in millions.
Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012
The operating results for the three months ended June 30, 2013 and 2012, as reflected in the accompanying consolidated statements of operations and described below, include the operating results of the acquired Faneuil business for the full period since Faneuil and the Company were under common control during each of the periods. They include the operating results of the acquired NCP Solutions business from May 31, 2013, the date of the acquisition. They also include reclassifications related to the business segment changes discussed in the Consolidated Operating Results section above.
Net Revenues:
 
Three Months Ended
 
June 30,
 
2013
 
2012
Consolidated Net Revenues:
 
 
 
Harland Clarke segment
$
287.0

 
$
282.2

Harland Financial Solutions segment
83.1

 
58.2

Scantron segment
27.2

 
28.7

Faneuil segment
40.8

 
37.4

Eliminations
(0.8
)
 
(0.6
)
Total
$
437.3

 
$
405.9

Net revenues increased by $31.4 million, or 7.7%, to $437.3 million in the 2013 period from $405.9 million in the 2012 period.
Net revenues for the Harland Clarke segment increased by $4.8 million, or 1.7%, to $287.0 million in the 2013 period from $282.2 million in the 2012 period primarily due to the NCP Solutions Acquisition that increased net revenues by $8.0 million, an increase in revenues per unit that increased net revenues by $4.1 million and an increase in non-check revenues of $0.4 million. These increases were partially offset by volume declines, net of conversions and client additions and losses, that reduced net revenues by $7.5 million and a decrease in net benefits of $0.5 million for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition. Non-cash fair value acquisition adjustments to deferred revenues and client incentives were a net benefit of $8.3 million in the 2013 period compared to a net benefit of $8.8 million in the 2012 period.
Net revenues for the Harland Financial Solutions segment increased by $24.9 million, or 42.8%, to $83.1 million in the 2013 period from $58.2 million in the 2012 period primarily due to a $12.1 million net increase in software license revenues as a result of meeting revenue recognition criteria for certain product lines and organic growth, a $10.8 million decrease in charges from non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition as well as a $1.3 million increase in maintenance revenues and a $1.0 million increase in services revenues, each of which was due to increased implementations of credit management solutions. These increases were partially offset by a $0.6 million decrease in early termination fees. Charges for non-cash fair value acquisition accounting adjustments to deferred revenues were $0.5 million in the 2013 period compared to $11.3 million in the 2012 period.


29
Harland Clarke Holdings Corp. and Subsidiaries

Net revenues for the Scantron segment decreased by $1.5 million, or 5.2%, to $27.2 million in the 2013 period from $28.7 million in the 2012 period primarily due to volume declines in scanners and forms that reduced net revenues by $2.4 million and a $0.9 million increase in charges for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, partially offset by a $1.9 million increase in net revenues for the web-based products. Charges for non-cash fair value acquisition accounting adjustments to deferred revenues were $1.9 million in the 2013 period compared to $1.0 million in the 2012 period.
Net revenues for the Faneuil segment increased by $3.4 million, or 9.1%, to $40.8 million in the 2013 period from $37.4 million in the 2012 period primarily due to a $2.4 million increase from new business contracts and a $2.0 million decrease in charges for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, partially offset by a $1.0 million decrease resulting from a contract price decrease. Charges for non-cash fair value acquisition accounting adjustments to deferred revenues were $2.0 million in the 2012 period.
Elimination of net revenues increased to $0.8 million in the 2013 period from $0.6 million in the 2012 period primarily due to intersegment sales of information technology services from the Scantron segment to the Harland Clarke segment.

Cost of Revenues:
 
Three Months Ended
 
June 30,
 
2013
 
2012
Consolidated Cost of Revenues:
 
 
 
Harland Clarke segment
$
175.6

 
$
184.0

Harland Financial Solutions segment
32.4

 
30.9

Scantron segment
16.2

 
18.6

Faneuil segment
31.1

 
29.7

Eliminations
(0.8
)
 
(0.6
)
Total
$
254.5

 
$
262.6

Cost of revenues decreased by $8.1 million, or 3.1%, to $254.5 million in the 2013 period from $262.6 million in the 2012 period.
Cost of revenues for the Harland Clarke segment decreased by $8.4 million, or 4.6%, to $175.6 million in the 2013 period from $184.0 million in the 2012 period primarily due to $7.8 million of cost reductions resulting from technology enabled efficiencies and other cost reduction and restructuring initiatives, a $4.8 million decrease in non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, a $3.0 million decrease in variable expenses related to volume declines and a $0.9 million decrease in depreciation and amortization not related to purchase accounting. These decreases were partially offset by the NCP Solutions Acquisition that increased cost of revenues by $6.9 million and a $1.2 million increase in professional fees. Non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $9.0 million in the 2013 period, including $9.1 million in depreciation and amortization and a benefit of $0.1 million in other non-cash adjustments, compared to $13.8 million in the 2012 period, including $14.0 million in depreciation and amortization and a benefit of $0.2 million in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Harland Clarke segment decreased to 61.2% in the 2013 period from 65.2% in the 2012 period primarily due to technology enabled efficiencies and other cost reduction and restructuring initiatives and a decrease in non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition.
Cost of revenues for the Harland Financial Solutions segment increased by $1.5 million, or 4.9%, to $32.4 million in the 2013 period from $30.9 million in the 2012 period primarily due to a $0.7 million increase resulting from revenue growth, a $0.5 million increase in labor expense due to increased headcount and a $0.3 million increase in internal software expense. Net charges for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $1.7 million in the 2013 period, including $2.1 million in depreciation and amortization and a $0.4 million benefit in other non-cash adjustments, compared to $1.9 million in the 2012 period, including $2.5 million in depreciation and amortization and a $0.6 million benefit in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Harland Financial Solutions segment decreased to 39.0% in the 2013 period from 53.1% in the 2012 period primarily due to increased revenues in the 2013 period as discussed above.


30
Harland Clarke Holdings Corp. and Subsidiaries

Cost of revenues for the Scantron segment decreased by $2.4 million, or 12.9%, to $16.2 million in the 2013 period from $18.6 million in the 2012 period primarily due to a decrease of $3.7 million resulting from volume declines and cost reduction and restructuring initiatives, partially offset by a $1.0 million increase resulting from lower cost deferrals in the 2013 period related to implementation services for revenues that have not yet been recognized and a $0.4 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition. Net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $5.7 million in the 2013 period, including a $5.2 million benefit in depreciation and amortization and a $0.5 million benefit in other non-cash adjustments, compared to $6.1 million in the 2012 period, including a $5.7 million benefit in depreciation and amortization and a $0.4 million benefit in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Scantron segment decreased to 59.6% in the 2013 period from 64.8% in the 2012 period primarily due to cost reduction and restructuring initiatives.
Cost of revenues for the Faneuil segment increased by $1.4 million, or 4.7%, to $31.1 million in the 2013 period from $29.7 million in the 2012 period primarily due to a $0.8 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition and a $0.6 million increase in implementation costs related to new contracts and operational costs associated with the new business. Net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $0.2 million in the 2013 period, all of which was in depreciation and amortization, compared to $1.0 million in the 2012 period, including a $1.3 million benefit in depreciation and amortization and a $0.3 million charge in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Faneuil segment decreased to 76.2% in the 2013 period from 79.4% in the 2012 period due to the change in business mix.
Elimination of cost of revenues increased to $0.8 million in the 2013 period from $0.6 million in the 2012 period primarily due to intersegment sales of information technology services from the Scantron segment to the Harland Clarke segment.
Selling, General and Administrative Expenses:
 
Three Months Ended
 
June 30,
 
2013
 
2012
Consolidated Selling, General and Administrative Expenses:
 
 
 
Harland Clarke segment
$
44.3

 
$
46.4

Harland Financial Solutions segment
28.1

 
25.9

Scantron segment
13.4

 
18.9

Faneuil segment
5.1

 
5.7

Corporate
6.4

 
4.6

Total
$
97.3

 
$
101.5

Selling, general and administrative expenses decreased by $4.2 million, or 4.1%, to $97.3 million in the 2013 period from $101.5 million in the 2012 period.
Selling, general and administrative expenses for the Harland Clarke segment decreased by $2.1 million, or 4.5%, to $44.3 million in the 2013 period from $46.4 million in the 2012 period primarily due to a $2.7 million decrease resulting from cost reduction and restructuring initiatives consisting largely of labor expense reductions and a $1.4 million decrease in advertising expenses, partially offset by the NCP Solutions Acquisition that increased selling, general and administrative expenses by $0.8 million, a $0.5 million increase in equipment lease and maintenance expenses, a $0.4 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition and a $0.2 million increase in travel expenses. Non-cash fair value acquisition accounting adjustments related to the MacAndrews acquisition were a net benefit of $0.3 million for the 2013 period, all of which was in depreciation and amortization, compared to a net benefit of $0.7 million in the 2012 period, including a $1.2 million benefit in other non-cash adjustments and a $0.5 million increase in depreciation and amortization. Selling, general and administrative expenses as a percentage of revenues for the Harland Clarke segment decreased to 15.4% in the 2013 period from 16.4% in the 2012 period primarily due to cost reduction and restructuring initiatives.


31
Harland Clarke Holdings Corp. and Subsidiaries

Selling, general and administrative expenses for the Harland Financial Solutions segment increased by $2.2 million, or 8.5%, to $28.1 million in the 2013 period from $25.9 million in the 2012 period primarily due to a $1.0 million increase in commission expense resulting from revenue growth, a $0.5 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, a $0.5 million increase in travel expense, a $0.5 million increase in depreciation and amortization unrelated to purchase accounting and a $0.4 million increase in labor expense due to increased headcount. These increases were partially offset by a $0.7 million decrease resulting from an increase in capitalization of software development costs. Net benefits for non-cash fair value acquisition adjustments related to the MacAndrews Acquisition were $0.8 million in the 2013 period, all of which was in other non-cash adjustments, compared to $1.3 million in the 2012 period, including a $1.6 million benefit in other non-cash adjustments and a $0.3 million increase in depreciation and amortization. Selling, general and administrative expenses as a percentage of revenues for the Harland Financial Solutions segment decreased to 33.8% in the 2013 period from 44.5% in the 2012 period primarily due to increased revenues in the 2013 period as discussed above.
Selling, general and administrative expenses for the Scantron segment decreased $5.5 million, or 29.1%, to $13.4 million in the 2013 period from $18.9 million in the 2012 period primarily due to a decrease of $6.5 million resulting from cost reduction and restructuring initiatives and a $1.0 million decrease in costs related to projects to increase efficiencies, partially offset by an increase of $2.1 million primarily due to higher depreciation unrelated to purchase accounting, a decrease in capitalization of software development costs and a decrease in cost deferrals related to implementation services for revenues that have not yet been recognized. Non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $0.3 million in both the 2013 and 2012 periods, with each period including $0.2 million in depreciation and amortization and a $0.1 million charge in other non-cash adjustments. Selling, general and administrative expenses as a percentage of revenues for the Scantron segment decreased to 49.3% in the 2013 period from 65.9% in the 2012 period primarily due to cost reduction and restructuring initiatives.
Selling, general and administrative expenses for the Faneuil segment decreased by $0.6 million, or 10.5%, to $5.1 million in the 2013 period from $5.7 million in the 2012 period primarily due to cost reductions of $0.7 million, partially offset by a $0.1 million increase in operational costs associated with new business. Selling, general and administrative expenses as a percentage of revenues for the Faneuil segment decreased to 12.5% in the 2013 period from 15.2% in the 2012 period primarily due to cost reductions and a change in business mix.
Corporate selling, general and administrative expenses increased by $1.8 million, or 39.1%, to $6.4 million in the 2013 period from $4.6 million in the 2012 period primarily due to corporate development activities.
Restructuring Costs
The Company has adopted plans to strengthen operating margins and leverage incremental synergies within the printing plants, contact centers and selling, general and administrative areas by relying on the Company's shared services capabilities and reorganizing certain operations and sales and support functions. During the first quarter of 2013, the Company adopted a plan in the Scantron segment to exit certain product lines in the education market, which resulted in the closure of leased facilities and the elimination of operations and selling, general and administrative expenses associated with those product lines.
In the 2013 period, the Company recorded restructuring costs of $3.9 million for the Harland Clarke segment and $2.8 million for the Scantron segment related to these plans. In the 2012 period, the Company recorded restructuring costs of $2.0 million for the Harland Clarke segment, $0.4 million for the Harland Financial Solutions segment, $1.2 million for the Scantron segment and $0.1 million for the Faneuil segment related to these plans.
Interest Expense
Interest expense was $55.8 million in the 2013 period compared to $51.2 million in the 2012 period. The increase in interest expense was primarily due to the refinancing of a portion of outstanding debt at higher interest rates and an increase in amortization of deferred financing fees and issuance discounts, partially offset by fair value acquisition accounting adjustments to the principal amount of debt outstanding at the time of the MacAndrews Acquisition that resulted in an $11.0 million decrease in non-cash interest expense. In addition, other fair value acquisition accounting adjustments to deferred financing costs and interest rate swaps resulted in a $1.6 million decrease in non-cash interest expense.


32
Harland Clarke Holdings Corp. and Subsidiaries

Loss on Early Extinguishment of Debt
The non-cash loss on early extinguishment of debt of $61.0 million in the 2013 period, which was attributable to refinancing transactions, resulted from the write-off of unamortized acquisition accounting-related fair value discount related to the MacAndrews Acquisition (see Note 1 to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).
Provision for Income Taxes
The Company's effective tax rate was a benefit of 40.8% in the 2013 period and a benefit 40.3% in the 2012 period. The benefit for the 2013 period is higher than the statutory rate primarily due to foreign income for which no provision was recorded. The benefit for the 2012 period is higher than the statutory rate primarily due to tax credits not previously recorded and certain foreign income not subject to tax.
Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012
The operating results for the six months ended June 30, 2013 and 2012, as reflected in the accompanying consolidated statements of operations and described below, include the operating results of the acquired Faneuil business for the full period since Faneuil and the Company were under common control during each of the periods. They include the operating results of the acquired NCP Solutions business from May 31, 2013, the date of the acquisition. They also include reclassifications related to the business segment changes discussed in the Consolidated Operating Results section above.
Net Revenues:
 
Six Months Ended
 
June 30,
 
2013
 
2012
Consolidated Net Revenues:
 
 
 
Harland Clarke segment
$
570.9

 
$
579.7

Harland Financial Solutions segment
160.0

 
108.5

Scantron segment
57.1

 
58.8

Faneuil segment
80.2

 
73.8

Eliminations
(1.4
)
 
(1.1
)
Total
$
866.8

 
$
819.7

Net revenues increased by $47.1 million, or 5.7%, to $866.8 million in the 2013 period from $819.7 million in the 2012 period.
Net revenues for the Harland Clarke segment decreased by $8.8 million, or 1.5%, to $570.9 million in the 2013 period from $579.7 million in the 2012 period primarily due to volume declines, net of conversions and client additions and losses, that reduced net revenues by $15.7 million, one less production day in the 2013 period and a $0.3 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, partially offset by the NCP Solutions Acquisition that increased net revenues by $8.0 million, an increase in revenues per unit that increased net revenues by $1.8 million and an increase in non-check revenues of $0.9 million. Non-cash fair value acquisition adjustments to deferred revenues and client incentives were a net benefit of $16.5 million in the 2013 period compared to a net benefit of $16.8 million in the 2012 period.
Net revenues for the Harland Financial Solutions segment increased by $51.5 million, or 47.5%, to $160.0 million in the 2013 period from $108.5 million in the 2012 period primarily due to a $29.5 million decrease in charges from non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, an $18.0 million net increase in software license revenues as a result of meeting revenue recognition criteria for certain product lines and organic growth as well as a $2.0 million increase in maintenance revenues and a $2.0 million increase in services revenues, each of which was due to increased implementations of credit management solutions. Charges for non-cash fair value acquisition accounting adjustments to deferred revenues related to the MacAndrews Acquisition were $1.2 million in the 2013 period compared to $30.7 million in the 2012 period.
Net revenues for the Scantron segment decreased by $1.7 million, or 2.9%, to $57.1 million in the 2013 period from $58.8 million in the 2012 period primarily due to volume declines in scanners and forms that reduced net revenues by $4.5 million, partially offset by a $1.0 million increase in net revenues for web-based products and a $2.1 million decrease in charges for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition. Charges for non-cash fair value acquisition accounting adjustments to deferred revenues were $3.4 million in the 2013 period compared to $5.5 million in the 2012 period.


33
Harland Clarke Holdings Corp. and Subsidiaries

Net revenues for the Faneuil segment increased by $6.4 million, or 8.7%, to $80.2 million in the 2013 period from $73.8 million in the 2012 period primarily due to a $4.4 million increase from new business contracts and a $4.1 million decrease in charges for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, partially offset by a $2.1 million decrease resulting from a contract price decrease. Charges for non-cash fair value acquisition accounting adjustments to deferred revenues were $0.1 million in the 2013 period compared to $4.2 million in the 2012 period.
Elimination of net revenues increased to $1.4 million in the 2013 period from $1.1 million in the 2012 period primarily due to intersegment sales of information technology services from the Scantron segment to the Harland Clarke segment.
Cost of Revenues:
 
Six Months Ended
 
June 30,
 
2013
 
2012
Consolidated Cost of Revenues:
 
 
 
Harland Clarke segment
$
346.6

 
$
388.4

Harland Financial Solutions segment
63.8

 
61.7

Scantron segment
33.2

 
38.4

Faneuil segment
62.4

 
59.3

Eliminations
(1.4
)
 
(1.1
)
Total
$
504.6

 
$
546.7

Cost of revenues decreased by $42.1 million, or 7.7%, to $504.6 million in the 2013 period from $546.7 million in the 2012 period.
Cost of revenues for the Harland Clarke segment decreased by $41.8 million, or 10.8%, to $346.6 million in the 2013 period from $388.4 million in the 2012 period primarily due to a decrease in non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition of $22.5 million, including decreases in inventory adjustments of $12.7 million and depreciation and amortization of $9.8 million. The decrease was also due to $18.5 million of cost reductions resulting from technology enabled efficiencies and other cost reduction and restructuring initiatives, a $7.2 million decrease in variable expenses related to volume declines and a $1.3 million decrease in depreciation and amortization not related to acquisition accounting. These decreases were partially offset by the NCP Solutions Acquisition that increased cost of revenues by $6.9 million and a $2.4 million increase in professional fees. Non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $18.5 million in the 2013 period, including $18.7 million in depreciation and amortization and a $0.2 million benefit in other non-cash adjustments, compared to $41.0 million in the 2012 period, including $28.5 million in depreciation and amortization and $12.5 million in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Harland Clarke segment decreased to 60.7% in the 2013 period from 67.0% in the 2012 period primarily due to technology enabled efficiencies and other cost reduction and restructuring initiatives and a decrease in non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition.
Cost of revenues for the Harland Financial Solutions segment increased by $2.1 million, or 3.4%, to $63.8 million in the 2013 period from $61.7 million in the 2012 period primarily due to a $1.0 million increase resulting from revenue growth, a $0.6 million increase in labor expense due to increased headcount and a $0.5 million increase in internal software expense. Net charges for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $3.5 million in the 2013 period, including $4.3 million in depreciation and amortization and a $0.8 million benefit in other non-cash adjustments, compared to $3.3 million in the 2012 period, including $4.9 million in depreciation and amortization and a $1.6 million benefit in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Harland Financial Solutions segment decreased to 39.9% in the 2013 period from 56.9% in the 2012 period primarily due to increased revenues in the 2013 period as discussed above.
Cost of revenues for the Scantron segment decreased by $5.2 million, or 13.5%, to $33.2 million in the 2013 period from $38.4 million in the 2012 period primarily due to a decrease of $5.7 million resulting from volume declines and cost reduction and restructuring initiatives and a $0.6 million increase in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, partially offset by a $1.4 million increase resulting from lower cost deferrals in the 2013 period related to implementation services for revenues that have not yet been recognized. Net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $11.8 million in the 2013 period, including a $10.9 million benefit in depreciation and amortization and a benefit of $0.9 million in other non-cash adjustments, compared to $11.2 million in the 2012 period, including an $11.3 million benefit in depreciation and amortization and a $0.1 million charge in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Scantron segment decreased to 58.1% in the 2013 period from 65.3% in the 2012 period primarily due to cost reduction and restructuring initiatives.


34
Harland Clarke Holdings Corp. and Subsidiaries

Cost of revenues for the Faneuil segment increased by $3.1 million, or 5.2%, to $62.4 million in the 2013 period from $59.3 million in the 2012 period primarily due to a $2.3 million increase in implementation costs related to new contracts and operational costs associated with the new business and a $0.8 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition. Net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $0.5 million in the 2013 period, all of which was in depreciation and amortization, compared to $1.3 million in the 2012 period, including a $2.0 million benefit in depreciation and amortization and a $0.7 million charge in other non-cash adjustments. Cost of revenues as a percentage of revenues for the Faneuil segment decreased to 77.8% in the 2013 period from 80.4% in the 2012 period due to the change in business mix.
Elimination of cost of revenues increased to $1.4 million in the 2013 period from $1.1 million in the 2012 period primarily due to intersegment sales of information technology services from the Scantron segment to the Harland Clarke segment.
Selling, General and Administrative Expenses:
 
Six Months Ended
 
June 30,
 
2013
 
2012
Consolidated Selling, General and Administrative Expenses:
 
 
 
Harland Clarke segment
$
87.9

 
$
93.4

Harland Financial Solutions segment
54.0

 
53.7

Scantron segment
28.4

 
39.6

Faneuil segment
10.5

 
11.5

Corporate
10.4

 
8.8

Total
$
191.2

 
$
207.0

Selling, general and administrative expenses decreased by $15.8 million, or 7.6%, to $191.2 million in the 2013 period from $207.0 million in the 2012 period.
Selling, general and administrative expenses for the Harland Clarke segment decreased by $5.5 million, or 5.9%, to $87.9 million in the 2013 period from $93.4 million in the 2012 period primarily due to a $5.7 million decrease resulting from cost reduction and restructuring initiatives largely of labor and general overhead expense reductions and a $2.7 million decrease in advertising expenses, partially offset by a $2.1 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition and the NCP Solutions Acquisition that increased selling, general and administrative expenses by $0.8 million. Non-cash fair value acquisition accounting adjustments related to the MacAndrews acquisition were a net benefit of $0.6 million for the 2013 period, including a $0.4 million benefit in depreciation and amortization and a $0.2 million benefit in other non-cash adjustments, compared to a net benefit of $2.7 million in the 2012 period, including a $3.4 million benefit in other non-cash adjustments and a $0.7 million increase in depreciation and amortization. Selling, general and administrative expenses as a percentage of revenues for the Harland Clarke segment decreased to 15.4% in the 2013 period from 16.1% in the 2012 period primarily due to cost reduction and restructuring initiatives.
Selling, general and administrative expenses for the Harland Financial Solutions segment increased by $0.3 million, or 0.6%, to $54.0 million in the 2013 period from $53.7 million in the 2012 period primarily due to a $1.5 million increase in commission expense resulting from revenue growth, a $0.9 million increase in depreciation and amortization unrelated to purchase accounting, a $0.4 million decrease in net benefits for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition, a $0.3 million increase in travel expense and a $0.3 million increase in occupancy cost. These increases were partially offset by a $2.1 million decrease resulting from an increase in capitalization of software development costs, a $0.7 million decrease in internal software expense and a $0.3 million decrease in labor expense due to lower benefits expense. Net benefits for non-cash fair value acquisition adjustments related to the MacAndrews Acquisition were $2.0 million in the 2013 period, including a $2.1 million benefit in other non-cash adjustments and a $0.1 million increase in depreciation and amortization, compared to $2.4 million in the 2012 period, including a $3.0 million benefit in other non-cash adjustments and a $0.6 million increase in depreciation and amortization. Selling, general and administrative expenses as a percentage of revenues for the Harland Financial Solutions segment decreased to 33.8% in the 2013 period from 49.5% in the 2012 period primarily due to increased revenues in the 2013 period as discussed above.


35
Harland Clarke Holdings Corp. and Subsidiaries

Selling, general and administrative expenses for the Scantron segment decreased $11.2 million, or 28.3%, to $28.4 million in the 2013 period from $39.6 million in the 2012 period primarily due to a decrease of $12.0 million resulting from cost reduction and restructuring initiatives and a $2.1 million decrease in costs related to projects to increase efficiencies, partially offset by an increase of $3.1 million primarily due to higher depreciation unrelated to purchase accounting, a decrease in capitalization of software development costs and a decrease in cost deferrals related to implementation services for revenues that have not yet been recognized. Charges for non-cash fair value acquisition accounting adjustments related to the MacAndrews Acquisition were $0.6 million in both the 2013 and 2012 periods, with each period including $0.4 million in depreciation and amortization and $0.2 million in other non-cash adjustments. Selling, general and administrative expenses as a percentage of revenues for the Scantron segment decreased to 49.7% in the 2013 period from 67.3% in the 2012 period primarily due to cost reduction and restructuring initiatives.
Selling, general and administrative expenses for the Faneuil segment decreased by $1.0 million, or 8.7%, to $10.5 million in the 2013 period from $11.5 million in the 2012 period primarily due to cost reductions of $1.4 million, partially offset by a $0.4 million increase in operational costs associated with new business. Selling, general and administrative expenses as a percentage of revenues for the Faneuil segment decreased to 13.1% in the 2013 period from 15.6% in the 2012 period primarily due to cost reductions and a change in business mix.
Corporate selling, general and administrative expenses increased by $1.6 million, or 18.2%, to $10.4 million in the 2013 period from $8.8 million in the 2012 period primarily due to corporate development activities, partially offset by a reduction in expenses related to the MacAndrews Acquisition that occurred in the first quarter of 2012.
Revaluation of Contingent Consideration
Operating expenses decreased by $0.5 million in the 2012 period due to a net decrease in the fair value of accrued contingent consideration primarily related to acquisitions in 2010, which resulted from a decrease in revenue projections that would trigger a payment. There was no revaluation of accrued contingent consideration in the 2013 period.
Asset Impairment Charges
During the 2013 period, the Company recorded non-cash impairment charges of $0.2 million for the Harland Clarke segment related to assets that were determined to have no future use and $0.7 million for the Scantron segment related to software that was determined to have no future use. There were no asset impairment charges during the 2012 period.
Restructuring Costs
The Company has adopted plans to strengthen operating margins and leverage incremental synergies within the printing plants, contact centers and selling, general and administrative areas by relying on the Company's shared services capabilities and reorganizing certain operations and sales and support functions. During the first quarter of 2013, the Company adopted a plan in the Scantron segment to exit certain product lines in the education market, which resulted in the closure of leased facilities and the elimination of operations and selling, general and administrative expenses associated with those product lines.
In the 2013 period, the Company recorded restructuring costs of $6.0 million for the Harland Clarke segment, $6.9 million for the Scantron segment and $0.4 million for the Faneuil segment related to these plans. In the 2012 period, the Company recorded restructuring costs of $2.7 million for the Harland Clarke segment, $0.4 million for the Harland Financial Solutions segment, $1.6 million for the Scantron segment and $0.3 million for the Faneuil segment related to these plans.
Interest Income
Interest income was $0.4 million in the 2013 period compared to $0.5 million in the 2012 period. The decrease in interest income was primarily due to interest received on United States treasury securities in the 2012 period. The United States treasury securities were sold in the first quarter of 2012.
Interest Expense
Interest expense was $111.8 million in the 2013 period compared to $109.7 million in the 2012 period. The increase in interest expense was primarily due to the refinancing of a portion of outstanding debt at higher interest rates and an increase in amortization of deferred financing fees and issuance discounts, partially offset by fair value acquisition accounting adjustments to the principal amount of debt outstanding at the time of the MacAndrews Acquisition that resulted in a $20.3 million decrease in non-cash interest expense. In addition, other fair value acquisition accounting adjustments to deferred financing costs and interest rate swaps resulted in a $0.1 million decrease in non-cash interest expense.


36
Harland Clarke Holdings Corp. and Subsidiaries

Loss on Early Extinguishment of Debt
The non-cash loss on early extinguishment of debt of $61.0 million in the 2013 period, which was attributable to refinancing transactions, resulted from the write-off of unamortized acquisition accounting-related fair value discount related to the MacAndrews Acquisition (see Note 1 to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).
Other Expense, net
Other expense, net was $0.2 million in the 2012 period due to a loss on the sale of marketable securities.
Provision for Income Taxes
The Company's effective tax rate was a benefit of 45.0% in the 2013 period and a benefit of 36.1% in the 2012 period. The benefit for the 2013 period is higher than the statutory rate primarily due to foreign income for which no provision was recorded. The benefit for the 2012 period is lower than the statutory rate primarily due to tax credits not previously recorded and certain foreign income not subject to tax, partially offset by foreign losses for which no benefit recorded.
Liquidity and Capital Resources
Cash Flow Analysis
The following table summarizes the Company's historical cash flows:
 
Six Months Ended
 
June 30,
(In millions)
2013
 
2012
Cash Provided By (Used In):
 
 
 
Operating activities
$
107.3

 
$
83.6

Investing activities
(64.3
)
 
(16.7
)
Financing activities
(60.4
)
 
(85.3
)
The Company's net cash provided by operating activities during the six months ended June 30, 2013 was $107.3 million compared to $83.6 million during the six months ended June 30, 2012. The increase in net cash provided by operating activities of $23.7 million was due to a $83.2 million increase in cash flows from operations, partially offset by a $59.5 million decrease in cash flows from changes in operating assets and liabilities. The $83.2 million increase in cash flow from operations was due to an increase in net income after adjusting for the effects of financing and investing activities and non-cash operating items including depreciation and amortization and deferred income taxes. The decrease in cash flows from changes in operating assets and liabilities was primarily due to changes in deferred revenues, inventories, contract acquisition payments and prepaid expenses and other assets totaling $57.3 million largely the result of fair value acquisition accounting adjustments related to the MacAndrews Acquisition.
The Company's net cash used in investing activities was $64.3 million during the six months ended June 30, 2013 compared to $16.7 million during the six months ended June 30, 2012. The increase in cash used in investing activities was primarily due to proceeds of $56.3 million from the sale of marketable securities that occurred during the six months ended June 30, 2012, partially offset by a decrease of $6.6 million in capital expenditures during the six months ended June 30, 2013 compared to the six months ended June 30, 2012 and a decrease of $1.4 million in cash expended on acquisitions during the six months ended June 30, 2013 compared to the six months ended June 30, 2012.
The Company's net cash used in financing activities was $60.4 million during the six months ended June 30, 2013 compared to $85.3 million during the six months ended June 30, 2012. The decrease in net cash used in financing activities was primarily due to a $33.8 million decrease in payments to parent for the Faneuil Acquisition, and a $5.7 million decrease in payments related to derivative instruments, partially offset by a $15.5 million increase in debt issuance costs related to refinancing activities. Aggregate cash inflows and outflows from refinancing activities did not have a significant effect on net cash used in financing activities.
Accounting guidance for acquisitions among entities under common control requires the $33.8 million of cash paid in excess of the carrying amount of the assets and liabilities assumed for the Faneuil Acquisition to be treated as an equity transaction with the parent in financing activities. The $36.2 million remaining balance of the $70.0 million purchase price is treated as consideration paid to purchase the affiliate in investing activities.


37
Harland Clarke Holdings Corp. and Subsidiaries

The Company's Consolidated Contractual Obligations and Commitments
There were no material changes to the Company's contractual obligations and commitments as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 during the six months ended June 30, 2013 except for certain refinancing transactions. On February 20, 2013, the Company terminated its revolving credit facility and entered into a new senior secured asset based revolving credit facility. On April 26, 2013, the Company completed a transaction to refinance its non-extended term loans that were to mature in June 2014. On May 20, 2013, the Company issued $50.0 million principal amount of its 2018 Senior Secured Notes. Proceeds from this transaction were used to repay and retire $50.0 million of fixed rate 2015 Senior Notes. See Note 11 - Long-Term Debt to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. At June 30, 2013, contractual obligations related to outstanding debt were as follows:
 
Payments Due by Period
(In millions)
Total
 
Less than
1 year
 
1-3 years
 
4-5 years
 
After
5 years
Revolving credit facilities(1)(6)
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Senior secured term loans(2)(6)
1,392.8

 
88.0

 
176.1

 
1,128.7

 
—

Senior notes(3)(6)
425.6

 
—

 
425.6

 
—

 
—

Senior secured notes(4)(6)
285.0

 
—

 
—

 
—

 
285.0

Interest on long-term debt(5)(6)
587.7

 
157.4

 
247.3

 
169.1

 
13.9

Total
$
2,691.1

 
$
245.4

 
$
849.0

 
$
1,297.8

 
$
298.9

_______________________
(1) 
Consists of our senior secured asset based revolving credit facility, which will mature on February, 20, 2018. See to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
(2) 
The senior secured term loans will mature on June 30, 2017 and May 22, 2018, and the Company is required to make payments of principal in quarterly installments. See to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
(3) 
The senior notes will mature in 2015 and include $221.3 million of fixed rate notes and $204.3 million of floating rate notes. See to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
(4) 
The senior secured notes will mature on August 1, 2018. See to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
(5) 
Interest on long-term debt assumes that all floating rates of interest remain the same as those in effect at June 30, 2013. The payments noted above also assume that the level of borrowing under the revolving credit facility remains at zero, as it was on June 30, 2103, and all mandatory payments are made.
(6) 
The credit facilities, senior notes and senior secured notes include early repayment provisions if certain events occur, including excess cash flow payments with respect to the senior secured credit facilities. See to the accompanying consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Payments in the table above assume that only mandatory principal payments will be made and that there will be no prepayments.
Liquidity Assessment
The Company believes that its cash and cash equivalents, borrowings available under its credit agreement (as further discussed in Note 11 to the accompanying consolidated financial statements included in this Quarterly Report on Form 10-Q) and anticipated cash flow from operating activities will be sufficient to meet the Company's expected operating needs, investment and capital spending requirements and debt service requirements for the foreseeable future.
In addition to normal operating cash, working capital requirements and service of indebtedness, the Company also requires cash to fund capital expenditures, make contract acquisition payments to financial institution clients and enable cost reductions through restructuring projects as follows:
•
Capital Expenditures. The Company's capital expenditures are primarily related to infrastructure investments, internally developed software, cost reduction programs, marketing initiatives and other projects that support future revenue growth. During the six months ended June 30, 2013 and 2012, the Company incurred $23.6 million and $30.2 million of capital expenditures and $0.3 million and $0.2 million of capitalized interest, respectively. The Company's capital expenditures are estimated to be in the range of $50.0 million to $60.0 million for the fiscal year ending December 31, 2013.


38
Harland Clarke Holdings Corp. and Subsidiaries

•
Contract Acquisition Payments. During the six months ended June 30, 2013 and 2012, the Company made $14.2 million and $20.6 million of contract acquisition payments to its clients, respectively.
•
Restructuring/Cost Reductions. Restructuring accruals have been established for anticipated severance payments, costs related to facilities closures and other expenses related to the planned restructuring or consolidation of some of the Company's operations. During the six months ended June 30, 2013 and 2012, the Company made $9.9 million and $4.3 million of payments for restructuring, respectively.
The Company may also, from time to time, seek to use its cash to make acquisitions or investments, and also to retire or purchase its outstanding debt in open market purchases, in privately negotiated transactions, or otherwise. Such retirement or purchase of debt may be funded from the operating cash flows of the business or other sources and will depend upon prevailing market conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. The Company used cash on hand to fund the acquisition of NCP Solutions that was consummated on May 31, 2013. The Company used proceeds from the issuance of senior secured term loans and senior secured notes to fund the repayment of $726.6 million of non-extended term loans in April 2013 and $50.0 million of fixed rate senior notes in June 2013.
Cash Flow Risks
The Company's ability to meet its debt service obligations and reduce its total debt will depend upon its ability to generate cash in the future which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond the Company's control. The Company may not be able to generate sufficient cash flow from operations or borrow under its credit facility in an amount sufficient to repay its debt or to fund other liquidity needs. As of June 30, 2013, the Company had $41.9 million of availability under its senior secured asset based revolving credit facility (after giving effect to the issuance of $10.4 million of letters of credit). The Company may also use its senior secured asset based revolving credit facility to fund potential future acquisitions or investments. If future cash flow from operations and other capital resources are insufficient to pay the Company's obligations as they mature or to fund its liquidity needs, the Company may be forced to reduce or delay business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of its debt on or before maturity. The Company may not be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of the Company's existing and future indebtedness may limit its ability to pursue any of these alternatives.
Critical Accounting Policies and Estimates
There were no material changes to the Company's Critical Accounting Policies and Estimates included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 as filed on February 25, 2013 with the United States Securities and Exchange Commission ("SEC"), which is available on the SEC's website at www.sec.gov.
Forward-Looking Statements
This Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, as well as certain of the Company's other public documents and statements and oral statements, contains forward-looking statements that reflect management's current assumptions and estimates of future performance and economic conditions. When used in this Quarterly Report on Form 10-Q, the words "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, such plans, intentions or expectations may not be achieved. Such forward-looking statements are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those projected, stated or implied by the forward-looking statements. In addition, the Company encourages investors to read the summary of the Company's critical accounting policies and estimates included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates."
In addition to factors described in the Company's SEC filings and others, the following factors could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by the Company:
•
our substantial indebtedness;
•
further adverse changes in or worsening of general economic and industry conditions, including the depth and length of the economic downturn and higher unemployment, which could result in more rapid declines in product sales and/or pricing pressure and reductions in information technology budgets which could result in adverse effects on our businesses;


39
Harland Clarke Holdings Corp. and Subsidiaries

•
weak economic conditions and declines in the financial performance of our business that may result in material impairment charges, which could have a negative effect on the Company's earnings, total assets and market prices of the Company's outstanding securities;
•
our ability to generate sufficient cash in the future that affects our ability to make payments on our indebtedness;
•
our ability to incur substantially more debt that could exacerbate the risks associated with our substantial leverage;
•
covenant restrictions under our indebtedness that may limit our ability to operate our businesses and react to market changes;
•
increases in interest rates;
•
the maturity of the paper check industry, including a faster than anticipated decline in check usage due to increasing use of alternative payment methods, decreased consumer spending and other factors and our ability to grow non-check related product lines;
•
consolidation among financial institutions;
•
adverse changes or failures or consolidation of the large financial institution clients on which we depend, resulting in decreased revenues and/or pricing pressure;
•
intense competition in all areas of our businesses;
•
our ability to successfully integrate and manage recent acquisitions as well as future acquisitions;
•
our ability to implement any or all components of our business strategy;
•
interruptions or adverse changes in our vendor or supplier relationships;
•
increased production and delivery costs;
•
fluctuations in the costs of raw materials and other supplies;
•
our ability to attract, hire and retain qualified personnel;
•
technological improvements that may reduce any advantage over other providers in our respective industries;
•
our ability to protect customer or consumer data against data security breaches;
•
changes in legislation relating to consumer privacy protection that could increase our costs or limit our future business opportunities;
•
contracts with our clients relating to consumer privacy protection that could restrict our business;
•
our ability to protect our intellectual property rights;
•
our reliance on third-party providers for certain significant information technology needs;
•
software defects or cyber-attacks that could harm our businesses and reputation;
•
sales and other taxes that could have adverse effects on our businesses;
•
the ability of our Harland Financial Solutions segment to achieve organic growth;
•
regulations governing the Harland Financial Solutions segment;
•
our ability to develop new products for our Scantron segment and to grow Scantron's web-based education business;
•
determinations made to limit investments in, restrict marketing efforts for or discontinue certain products which are not part of the Company's strategic plans;
•
our ability to achieve VSOE of fair value for multiple-element arrangements for software businesses we have acquired or will acquire, which could affect the timing of recognition of revenue;
•
future warranty or product liability claims which could be costly to resolve and result in negative publicity;
•
government and school clients' budget deficits, which could have an adverse impact on our Scantron and Faneuil segments;
•
softness in direct mail response rates;
•
lower than expected cash flow from operations;
•
unfavorable foreign currency fluctuations;


40
Harland Clarke Holdings Corp. and Subsidiaries

•
the loss of one of our significant customers;
•
work stoppages and other labor disturbances;
•
should the sale of our Harland Financial Solutions business not close, it may have an adverse effect on our business; and
•
unanticipated internal control deficiencies or weaknesses.
The Company encourages investors to read carefully the risk factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 in the section entitled "Risk Factors" for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company has exposure to market risk from changes in interest rates and foreign currency exchange rates, which could affect its business, results of operations and financial condition. The Company manages its exposure to these market risks through its regular operating and financing activities.
At June 30, 2013, the Company had $1,392.8 million of term loans outstanding under its credit agreement, $10.4 million of letters of credit outstanding under its senior secured asset based revolving credit facility, $204.3 million of floating rate senior notes, $221.3 million of 9.50% fixed rate senior notes and $285.0 million of 9.75% senior secured notes. All of these outstanding loans bear interest at variable rates, with the exception of $221.3 million of fixed rate senior notes and $285.0 million of senior secured notes. Accordingly, the Company is subject to risk due to changes in interest rates. The Company believes that a hypothetical increase of 1 percentage point in the variable component of interest rates applicable to its floating rate debt outstanding at June 30, 2013 would have resulted in an increase in its interest expense for the six months ended June 30, 2013 of approximately $3.2 million.
Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 presents additional quantitative and qualitative disclosures about exposure to risk in foreign currency exchange rates. There have been no material changes to the disclosures regarding foreign currency exchange rates as of June 30, 2013.
Item 4. Controls and Procedures
(a)    Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.
(b)    Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


41
Harland Clarke Holdings Corp. and Subsidiaries

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Various legal proceedings, claims and investigations are pending against the Company, including those relating to commercial transactions, intellectual property matters, environmental matters and other matters. Certain of these matters are covered by insurance, subject to deductibles and maximum limits. In the opinion of management based upon the information available at this time, the outcome of the matters referred to above will not have a material adverse effect on the Company's consolidated financial position or results of operations.
Item 1A. Risk Factors
There was no material change to the Company's risk factors as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 during the three months ended June 30, 2013 other than the risk set forth below.
Risks associated with the sale of the Harland Financial Solutions business
We have entered into an agreement to sell the HFS business for $1.2 billion in cash proceeds (subject to adjustment pursuant to the terms and conditions set forth in the stock purchase agreement related thereto). Should the sale transaction not close, it may have an adverse effect on our business. The transaction is expected to close in the third quarter of 2013 but remains subject to certain closing conditions customary for transactions of this nature.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
There was no event of default upon senior securities during the three months ended June 30, 2013.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
No additional information need be presented.


42
Harland Clarke Holdings Corp. and Subsidiaries

Item 6. Exhibits
Exhibit
Number
 
Description
4.22
 
Credit Agreement, dated as of April 26, 2013, by and among the Lenders thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent, Harland Clarke Holdings Corp. as Borrower and subsidiaries of Harland Clarke Holdings Corp. party thereto, as subsidiary Co-Borrowers.
 
 
 
4.23
 
Purchase Agreement, dated as of May 15, 2013, by and among Harland Clarke Holdings Corp., as Issuer, and certain Co-Issuers named therein and Credit Suisse Securities (USA) LLC
 
 
 
31.1
 
Certification of Charles T. Dawson, Chief Executive Officer, dated August 2, 2013.
 
 
 
31.2
 
Certification of Peter A. Fera, Jr., Chief Financial Officer, dated August 2, 2013.
 
 
 
101.INS
 
XBRL Instance Document.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema.
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.
 
 
 
101.DEF
 
XBRL Taxonomy Definition Linkbase.
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase.
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.
 
 
 


43

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HARLAND CLARKE HOLDINGS CORP.
 
 
 
Date:
August 2, 2013
By:  
/s/ Peter A. Fera, Jr.
 
 
 
Peter A. Fera, Jr. 
 
 
 
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) 
 
 
 
 
 
Date:
August 2, 2013
By:  
/s/ J. Michael Riley  
 
 
 
J. Michael Riley 
 
 
 
Vice President and Controller
(Principal Accounting Officer) 


44

EXHIBIT INDEX
Exhibit
Number
 
Description
4.22
 
Credit Agreement, dated as of April 26, 2013, by and among the Lenders thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent, Harland Clarke Holdings Corp. as Borrower and subsidiaries of Harland Clarke Holdings Corp. party thereto, as subsidiary Co-Borrowers.
 
 
 
4.23
 
Purchase Agreement, dated as of May 15, 2013, by and among Harland Clarke Holdings Corp., as Issuer, and certain Co-Issuers named therein and Credit Suisse Securities (USA) LLC
 
 
 
31.1
 
Certification of Charles T. Dawson, Chief Executive Officer, dated August 2, 2013.
 
 
 
31.2
 
Certification of Peter A. Fera, Jr., Chief Financial Officer, dated August 2, 2013.
 
 
 
101.INS
 
XBRL Instance Document.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema.
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.
 
 
 
101.DEF
 
XBRL Taxonomy Definition Linkbase.
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase. 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.
 
 
 


45