Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'Harland Clarke Holdings Corp. | ' |
Entity Central Index Key | '0001354752 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 100 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,037.80 | $102 |
Accounts receivable (net of allowances of $1.0 and $1.5) | 111.1 | 132.1 |
Inventories | 34.3 | 29 |
Income taxes receivable | 0.4 | 23.7 |
Notes receivable - related party | 30 | 30 |
Deferred tax assets | 35.7 | 45.1 |
Prepaid expenses and other current assets | 41.8 | 56.7 |
Total current assets | 1,291.10 | 418.6 |
Property, plant and equipment | 290.2 | 269.5 |
Less accumulated depreciation | -111.8 | -79.5 |
Property, plant and equipment, net | 178.4 | 190 |
Goodwill | 483 | 761.6 |
Other intangible assets, net | 1,189 | 1,535.60 |
Contract acquisition payments, net | 23.3 | 17.6 |
Other assets | 57.1 | 63 |
Total assets | 3,221.90 | 2,986.40 |
Current liabilities: | ' | ' |
Accounts payable | 42.3 | 44.5 |
Deferred revenues | 63 | 133.9 |
Current maturities of long-term debt | 90 | 78.5 |
Accrued liabilities: | ' | ' |
Salaries, wages and employee benefits | 54 | 55.9 |
Income and other taxes payable | 76.4 | 11.9 |
Customer incentives | 49.5 | 52 |
Payable to parent | 0.1 | 0.1 |
Other current liabilities | 38.4 | 42.1 |
Total current liabilities | 413.7 | 418.9 |
Long-term debt | 1,839.30 | 1,769.30 |
Deferred tax liabilities | 467.8 | 622.7 |
Deferred revenues | 23.1 | 54.2 |
Other liabilities | 61.8 | 86.1 |
Commitments and contingencies | ' | ' |
Stockholder's equity: | ' | ' |
Common stock — 200 shares authorized; par value $0.01; 100 shares issued and outstanding at September 30, 2013 and December 31, 2012 | 0 | 0 |
Additional paid-in capital | 49.9 | 76.1 |
Retained earnings / (accumulated deficit) | 367.5 | -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 | 416.2 | 35.2 |
Total liabilities and stockholder's equity | $3,221.90 | $2,986.40 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | ||
Current Assets: | ' | ' |
Allowance for doubtful accounts | $1 | $1.50 |
Stockholder's Equity: | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 200 | 200 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Product revenues, net | $318.70 | $303.10 | $917.80 | $914.30 |
Service revenues, net | 59.1 | 54.8 | 166.8 | 154.8 |
Total net revenues | 377.8 | 357.9 | 1,084.60 | 1,069.10 |
Cost of products sold | 197.4 | 188 | 560.2 | 595.1 |
Cost of services provided | 41.4 | 39.7 | 119.4 | 117.6 |
Total cost of revenues | 238.8 | 227.7 | 679.6 | 712.7 |
Gross profit | 139 | 130.2 | 405 | 356.4 |
Selling, general and administrative expenses | 72.8 | 68.2 | 210 | 221.5 |
Asset impairment charges | 0.2 | 0.7 | 1.1 | 0.7 |
Restructuring costs | 1.6 | 11.6 | 14.9 | 16.2 |
Operating income | 64.4 | 49.7 | 179 | 118 |
Interest income | 0.2 | 0.2 | 0.6 | 0.7 |
Interest expense | -53.5 | -56.3 | -165.4 | -166 |
Loss on early extinguishment of debt | 0 | -34.2 | -61 | -34.2 |
Loss from equity method investment | -0.1 | 0 | -0.5 | 0 |
Other expense, net | 0 | 0 | 0 | -0.2 |
Income (loss) from continuing operations before income taxes | 11 | -40.6 | -47.3 | -81.7 |
Provision (benefit) for income taxes on continuing operations | 3.4 | -15.9 | -19.2 | -31.4 |
Net income (loss) from continuing operations | 7.6 | -24.7 | -28.1 | -50.3 |
Net income from discontinued operations | 412.3 | 5.7 | 439.2 | 0.7 |
Net income (loss) | $419.90 | ($19) | $411.10 | ($49.60) |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net income (loss) | $419.90 | ($19) | $411.10 | ($49.60) |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Foreign currency translation adjustments | 0.3 | 0.7 | -0.6 | 0.3 |
Reclassification adjustments for foreign currency translation adjustments included in gain on sale of HFS | -0.3 | 0 | -0.3 | 0 |
Reclassification adjustments for loss on derivative instruments included in net loss | 0 | 0 | 0 | 0.1 |
Unrealized losses on investments: | ' | ' | ' | ' |
Unrealized losses on investments during period | 0 | 0 | 0 | -0.2 |
Less reclassification adjustment for amounts included in net loss | 0 | 0 | 0 | 0.1 |
Net change in unrealized losses on investments | 0 | 0 | 0 | -0.1 |
Total other comprehensive income (loss), net of tax | 0 | 0.7 | -0.9 | 0.3 |
Comprehensive income (loss) | 419.9 | -18.3 | 410.2 | -49.3 |
Tax Expense of Other Comprehensive Income (Loss) Included in Above Amounts: | ' | ' | ' | ' |
Less reclassification adjustment for amounts included in net loss | 0 | 0 | 0 | -0.1 |
Total net tax expense included in other comprehensive income (loss) | $0 | $0 | $0 | ($0.10) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (unaudited) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities | ' | ' |
Net income (loss) | $411.10 | ($49.60) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ' | ' |
Depreciation | 44.3 | 57.3 |
Amortization of intangible assets | 94.7 | 102.9 |
Amortization of debt fair value adjustments, original issue discount, original issue premium and deferred financing fees | 62.2 | 92 |
Gain on sale of discontinued operations | -647 | 0 |
Loss on early extinguishment of debt | 61 | 34.2 |
Loss on sale of marketable securities | 0 | 0.2 |
Deferred income taxes | -144.4 | -127.6 |
Asset impairments | 1.1 | 0.7 |
Changes in operating assets and liabilities, net of effect of business acquisitions and divestitures: | ' | ' |
Accounts receivable | -23 | -21.6 |
Inventories | -2 | 13.7 |
Prepaid expenses and other assets | -2.3 | -12.5 |
Contract acquisition payments, net | -5.9 | -13.7 |
Accounts payable and accrued liabilities | -8.9 | 8.6 |
Deferred revenues | 0.5 | 70 |
Income and other taxes | 88.2 | 8.6 |
Payable to parent | 0 | -0.2 |
Other, net | 7.6 | 1.5 |
Net cash (used in) provided by operating activities | -62.8 | 164.5 |
Investing activities | ' | ' |
Purchase of businesses, net of cash acquired | -35.2 | -36.2 |
Proceeds from the sale of businesses included in discontinued operations, net of cash divested and costs to sell | 1,181.90 | 0 |
Proceeds from sale of property, plant and equipment | 0.9 | 0.1 |
Proceeds from sale of marketable securities | 0 | 56.3 |
Capital expenditures | -53.8 | -47 |
Capitalized interest | -0.5 | -0.4 |
Computer software development | -8.1 | -10.6 |
Net cash provided by (used in) investing activities | 1,085.20 | -37.8 |
Financing activities | ' | ' |
Dividend paid to parent | -29.2 | -25.8 |
Acquisition of business from parent | 0 | -33.8 |
Payments for derivative instruments | -1.3 | -8.7 |
Issuance of notes | 54.5 | 225.6 |
Redemption of notes | -50 | 0 |
Borrowings on credit agreements | 742.5 | 25 |
Repayments of credit agreements and other borrowings | -786.5 | -324 |
Debt issuance costs | -16.6 | -12.3 |
Net cash used in financing activities | -86.6 | -154 |
Net increase (decrease) in cash and cash equivalents | 935.8 | -27.3 |
Cash and cash equivalents at beginning of period | 102 | 101.8 |
Cash and cash equivalents at end of period | 1,037.80 | 74.5 |
Supplemental disclosure of cash paid for: | ' | ' |
Interest, net of amounts capitalized | 103.1 | 60.8 |
Income taxes, net of refunds | 295.7 | 87.4 |
Non cash financing activities: | ' | ' |
Extinguishment of Faneuil debt to parent | $0 | $25.40 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Description of Business and Basis of Presentation [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure | ' |
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 August 16, 2013, the Company completed the sale of each of Harland Financial Solutions, Inc., Harland Financial Solutions Worldwide Limited and Harland Israel Ltd. (collectively, "HFS") to affiliates of Davis + Henderson Corporation. The consideration received by the Company for the sale was approximately $1,200.0 in cash. The Company entered into an ancillary agreement providing for certain transitional services for a limited time to the buyer on terms customary for a transaction of this type. Results of operations for HFS through August 16, 2013, including the related gain, are reported as discontinued operations in the accompanying consolidated statements of operations (see Note 4). Results of operations for HFS are not included in segment or consolidated results of operations other than as discontinued operations and prior periods have been reclassified to remove results of operations for HFS from results reported for continuing operations. | |
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. On October 18, 2013, the Company completed the sale of Faneuil (see Note 19). | |
The Company has organized its business and corporate structure along the following three business segments: Harland Clarke, Scantron and Faneuil. | |
During the second quarter of 2012, the Company transferred certain product and service lines from the Scantron segment to other segments. Specifically, Scantron transferred the Harland Technology Services and Medical Device Tracking businesses to the Faneuil segment and the Survey Services business to the Harland Clarke segment. Prior period segment information has been reclassified to reflect this change. With the October 18, 2013 sale of Faneuil, the Harland Technology Services business was transferred to and became part of the operations and results of Scantron from and after that date. | |
Harland Clarke Holdings delivers to multiple industries a robust portfolio of products and services designed to optimize customer relationships and generate revenue. Its business units have long been recognized as leading providers of best-in-class payment solutions, marketing services, data capture and analytics − delivered through multiple channels, including online, digital print technology, mobile and phone. Harland Clarke Holdings' portfolio offers retail products, high-value transactional print and electronic documentation, security solutions and business intelligence. Its skills in capturing, managing, analyzing and delivering data measurement and assessment information, through both print and digital channels, supports decision-making and improved outcomes for organizations worldwide. Harland Clarke Holdings serves the financial, insurance and investment services industries, as well as education, big-box retailing, accounting software, commercial, government and franchising. Its clients, including more than 8,500 financial institutions, range in size from major corporate brands and trade associations, to state and local governments, micro-businesses and individual consumers. | |
The Harland Clarke segment offers to its more than 12,500 financial institution and commercial clients a range of solutions to support their success. These include payment solutions, security solutions, forms and treasury supplies and related delivery and fraud prevention products, as well as transactional print and electronic documentation, including statements, compliance documents and communications. It provides marketing services including inbound and outbound contact center solutions and direct marketing campaigns delivered through the multiple channels of online, digital print technology, mobile and phone. Harland Clarke offers a spectrum of solutions based upon business intelligence and analytic services that range from surveys, database mining, strategic planning, creative development and production through fulfillment. Harland Clarke offers online customized social and business stationery, cards, office products and promotional products directly to consumers, small and medium businesses and direct selling associations. It also services some of the largest accounting software firms and big-box retailers by developing and managing e-commerce sites for the online ordering of customizable printed materials. | |
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 online solutions, software, scanning equipment, and pre-printed and customizable 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. | |
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 September 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 12). Harland Clarke Holdings is a holding company and has no significant assets at September 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 Notes 3, 4 and 19 for information regarding recent acquisitions and divestitures. | |
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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
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 | |
As a result of the sale of the HFS businesses (see Note 1), amounts related to the HFS businesses previously reported as operating income have been reclassified as discontinued operations (see Note 4). Prior period amounts relating to business segment changes (see Note 1) have been reclassified in Note 8. All reclassifications were made in accordance with applicable accounting guidance. | |
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. | |
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. | |
New Accounting Guidance | |
In July 2013, the Financial Accounting Standards Board amended its guidance related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under this standard an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For the Company, this amended guidance is effective beginning January 1, 2014 with early adoption permitted. As this amended guidance affects presentation only, the adoption of this amended guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Acquisitions [Abstract] | ' | |||||||
Acquisitions | ' | |||||||
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 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. | ||||||||
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 | |||||||
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 | |||||||
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. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations [Abstract] | ' | |||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
On August 16, 2013, the Company completed the divestiture of HFS, which was previously reported as the Harland Financial Solutions business segment, and recognized an after tax gain on the divestiture. A total of approximately $1,200.0 of cash proceeds was received from the divestiture. In connection with the divestiture, the Company has reclassified the results of the Harland Financial Solutions segment as discontinued operations for all periods presented. As part of the purchase and sale agreement, the Company will perform and be compensated for customary transition services for a limited time related to certain administrative functions for HFS as performed for HFS prior to its divestiture and as set forth specifically in a transition services agreement. Cash flows from the transition services are considered to be indirect cash flows under applicable accounting guidance. The Company expects the transition services to be completed within one year from the date of the divestiture. | ||||||||||||||||
Operating results for discontinued operations are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenues | $ | 45.7 | $ | 64.7 | $ | 205.7 | $ | 173.2 | ||||||||
Income from discontinued operations before gain on sale and income taxes | 7.2 | 7.9 | 49.5 | 1.1 | ||||||||||||
Gain on sale of discontinued operations | 647 | — | 647 | — | ||||||||||||
Income from discontinued operations before income taxes | 654.2 | 7.9 | 696.5 | 1.1 | ||||||||||||
Provision for income taxes on discontinued operations | 241.9 | 2.2 | 257.3 | 0.4 | ||||||||||||
Net income from discontinued operations | $ | 412.3 | $ | 5.7 | $ | 439.2 | $ | 0.7 | ||||||||
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventories [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Finished goods | $ | 8.2 | $ | 7.7 | ||||
Work-in-process | 11.8 | 8.2 | ||||||
Raw materials | 14.3 | 13.1 | ||||||
$ | 34.3 | $ | 29 | |||||
Assets_Held_For_Sale
Assets Held For Sale | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Assets Held For Sale [Abstract] | ' | |||||||
Assets Held For Sale | ' | |||||||
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: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Land | $ | — | $ | 1 | ||||
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. | ||||||||
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. In conjunction with this plan, 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. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Goodwill and Other Intangible Assets [Abstract] | ' | |||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||||||||||||||
The change in carrying amount of goodwill by business segment for the nine months ended September 30, 2013 is as follows: | ||||||||||||||||||||||||||
Harland | Scantron | Faneuil | Harland Financial Solutions | Total | ||||||||||||||||||||||
Clarke | ||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 417 | $ | 40.2 | $ | 21.7 | $ | 282.7 | $ | 761.6 | ||||||||||||||||
2013 acquisition | 4.2 | — | — | — | 4.2 | |||||||||||||||||||||
2013 divestiture | — | — | — | (282.7 | ) | (282.7 | ) | |||||||||||||||||||
Effect of exchange rate changes | — | (0.1 | ) | — | — | (0.1 | ) | |||||||||||||||||||
Balance as of September 30, 2013 | $ | 421.2 | $ | 40.1 | $ | 21.7 | $ | — | $ | 483 | ||||||||||||||||
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 | September 30, 2013 | December 31, 2012 | September 30, 2013 | December 31, 2012 | September 30, 2013 | December 31, 2012 | ||||||||||||||||||||
(in years) | ||||||||||||||||||||||||||
Amortized intangible assets: | ||||||||||||||||||||||||||
Customer relationships | 19-Mar | $ | 1,286.00 | $ | 1,528.00 | $ | 184.5 | $ | 132.7 | $ | 1,101.50 | $ | 1,395.30 | |||||||||||||
Trademarks and tradenames | 15 - 25 | 81.4 | 101.4 | 7.6 | 5.3 | 73.8 | 96.1 | |||||||||||||||||||
Software | 9-Mar | 18.3 | 56.5 | 5.4 | 13.1 | 12.9 | 43.4 | |||||||||||||||||||
1,385.70 | 1,685.90 | 197.5 | 151.1 | 1,188.20 | 1,534.80 | |||||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
Tradename | 0.8 | 0.8 | — | — | 0.8 | 0.8 | ||||||||||||||||||||
Total other intangible assets | $ | 1,386.50 | $ | 1,686.70 | $ | 197.5 | $ | 151.1 | $ | 1,189.00 | $ | 1,535.60 | ||||||||||||||
Amortization expense was $30.2 and $94.7 for the three and nine months ended September 30, 2013, respectively, and $34.7 and $102.9 for the three and nine months ended September 30, 2012, respectively. These amounts include amortization expense for discontinued operations of $4.3 and $18.3 for the three and nine months ended September 30, 2013, respectively, and $7.3 and $21.8 for the three and nine months ended September 30, 2012, respectively. Amortization expense includes amortization of software of $3.0 and $10.0 for the three and nine months ended September 30, 2013, respectively, and $3.0 and $8.8 for the three and nine months ended September 30, 2012, respectively. These amounts include amortization of software for discontinued operations of $1.7 and $6.7 for the three and nine months ended September 30, 2013, respectively, and $2.7 and $7.9 for the three and nine months ended September 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: | ||||||||||||||||||||||||||
Three months ending December 31, 2013 | $ | 26 | ||||||||||||||||||||||||
Year ending December 31, 2014 | 97.1 | |||||||||||||||||||||||||
Year ending December 31, 2015 | 91 | |||||||||||||||||||||||||
Year ending December 31, 2016 | 82.8 | |||||||||||||||||||||||||
Year ending December 31, 2017 | 80.2 | |||||||||||||||||||||||||
During the nine months ended September 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 17). The impairment charge is included in asset impairment charges in the accompanying consolidated statements of operations. |
Business_Segment_Information
Business Segment Information | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Business Segment Information [Abstract] | ' | |||||||||||||||||||
Business Segment Information | ' | |||||||||||||||||||
Business Segment Information | ||||||||||||||||||||
The Company has organized its business along three 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 payment solutions, transactional and secure document printing, direct online and print marketing services, inbound and outbound contact center services, as well as customized social stationery, business and home office products to financial and commercial institutions, as well as consumers and other businesses. It services some of the largest accounting software firms and big-box retailers by developing and managing e-commerce sites for the online ordering of customizable printed materials. This segment operates primarily in the United States and Puerto Rico. | |||||||||||||||||||
• | Scantron segment — Provides data management and decision support solutions and related products and services to educational, commercial and governmental entities worldwide through online and print channels. This segment operates primarily in the United States, Canada and India and also has a network of international distributors. | |||||||||||||||||||
• | Faneuil segment — Provides call center services, back office operations, staffing services and toll collection services to governmental 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. The results for the discontinued operations of HFS (see Note 4) are not included in the tables below. | ||||||||||||||||||||
Selected summarized financial information for the three months ended September 30, 2013 and 2012 is as follows: | ||||||||||||||||||||
Harland | Scantron | Faneuil(2) | Corporate | Total | ||||||||||||||||
Clarke(1) | and Other | |||||||||||||||||||
Continuing operations | ||||||||||||||||||||
Product revenues, net | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 292 | $ | 24.6 | $ | 2.1 | $ | — | $ | 318.7 | ||||||||||
Three months ended September 30, 2012 | 278.4 | 22.5 | 2.2 | — | 303.1 | |||||||||||||||
Service revenues, net | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 11.8 | $ | 7.1 | $ | 40.2 | $ | — | $ | 59.1 | ||||||||||
Three months ended September 30, 2012 | 8.3 | 7.1 | 39.4 | — | 54.8 | |||||||||||||||
Intersegment revenues | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | — | $ | 0.4 | $ | 0.4 | $ | (0.8 | ) | $ | — | |||||||||
Three months ended September 30, 2012 | — | 0.6 | — | (0.6 | ) | — | ||||||||||||||
Operating income (loss)(3) | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 62.5 | $ | 4 | $ | 5.1 | $ | (7.2 | ) | $ | 64.4 | |||||||||
Three months ended September 30, 2012 | 56.6 | (5.2 | ) | 2.9 | (4.6 | ) | 49.7 | |||||||||||||
Depreciation and amortization (excluding amortization of deferred financing fees): | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 31.3 | $ | 4.8 | $ | 2.5 | $ | — | $ | 38.6 | ||||||||||
Three months ended September 30, 2012 | 37.2 | 4.3 | 2.9 | — | 44.4 | |||||||||||||||
Capital expenditures (excluding capital leases): | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 24.9 | $ | 2 | $ | 2.2 | $ | — | $ | 29.1 | ||||||||||
Three months ended September 30, 2012 | 11.8 | 0.8 | 1.2 | — | 13.8 | |||||||||||||||
Selected summarized financial information for the nine months ended September 30, 2013 and 2012 is as follows: | ||||||||||||||||||||
Harland | Scantron | Faneuil(2) | Corporate | Total | ||||||||||||||||
Clarke(1) | and Other | |||||||||||||||||||
Continuing operations | ||||||||||||||||||||
Product revenues, net | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 840.7 | $ | 69.6 | $ | 7.5 | $ | — | $ | 917.8 | ||||||||||
Nine months ended September 30, 2012 | 841.1 | 67.8 | 5.4 | — | 914.3 | |||||||||||||||
Service revenues, net | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 33.9 | $ | 18.2 | $ | 114.7 | $ | — | $ | 166.8 | ||||||||||
Nine months ended September 30, 2012 | 25.2 | 19.8 | 109.8 | — | 154.8 | |||||||||||||||
Intersegment revenues | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 0.1 | $ | 1.4 | $ | 0.7 | $ | (2.2 | ) | $ | — | |||||||||
Nine months ended September 30, 2012 | 0.1 | 1.4 | 0.2 | (1.7 | ) | — | ||||||||||||||
Operating income (loss)(3) | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 192.7 | $ | (8.1 | ) | $ | 12 | $ | (17.6 | ) | $ | 179 | ||||||||
Nine months ended September 30, 2012 | 151.8 | (26.0 | ) | 5.6 | (13.4 | ) | 118 | |||||||||||||
Depreciation and amortization (excluding amortization of deferred financing fees): | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 92.5 | $ | 15.2 | $ | 7.6 | $ | — | $ | 115.3 | ||||||||||
Nine months ended September 30, 2012 | 110.5 | 13.1 | 8 | — | 131.6 | |||||||||||||||
Capital expenditures (excluding capital leases): | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 40.4 | $ | 3.5 | $ | 4 | $ | — | $ | 47.9 | ||||||||||
Nine months ended September 30, 2012 | 32 | 5.4 | 3.3 | — | 40.7 | |||||||||||||||
___________________ | ||||||||||||||||||||
-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 restructuring costs of $1.6 and $14.9 for the three and nine months ended September 30, 2013 and $11.6 and $16.2 for three and nine months ended September 30, 2012, respectively, (see Note 17) and non-cash impairment charges of $0.2 and $1.1 for the three and nine months ended September 30, 2013, respectively, and $0.7 and $0.7 for the three and nine months ended September 30, 2012, respectively. | |||||||||||||||||||
Discontinued operations | ||||||||||||||||||||
The amounts shown above do not include depreciation and amortization expense and capital expenditures for the discontinued operations of HFS. Depreciation and amortization (excluding amortization of deferred financing fees) for HFS was $5.5 and $23.7 for the three and nine months ended September 30, 2013, respectively, and $10.0 and $28.6 for the three and nine months ended September 30, 2012, respectively. Capital expenditures (excluding capital leases) for HFS was $1.1 and $5.9 for the three and nine months ended September 30, 2013, respectively, and $3.0 and $6.3 for the three and nine months ended September 30, 2012, respectively. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Accumulated Other Comprehensive Income [Abstract] | ' | ||||||||||||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||||||||||
The following presents changes in accumulated other comprehensive loss, net of tax, by component, during the nine months ended September 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 | |||||||||||||||||
Nine months ended September 30, 2013: | |||||||||||||||||||||
Beginning balance | $ | 0.4 | $ | (0.7 | ) | $ | — | $ | — | $ | (0.3 | ) | |||||||||
Other comprehensive loss before reclassifications | (0.6 | ) | — | — | — | (0.6 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | (0.3 | ) | — | — | — | (0.3 | ) | ||||||||||||||
Net current period other comprehensive loss | (0.9 | ) | — | — | — | (0.9 | ) | ||||||||||||||
Ending balance | $ | (0.5 | ) | $ | (0.7 | ) | $ | — | $ | — | $ | (1.2 | ) | ||||||||
Nine months ended September 30, 2012: | |||||||||||||||||||||
Beginning balance | $ | — | $ | (0.1 | ) | $ | (0.1 | ) | $ | 0.1 | $ | (0.1 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | 0.3 | — | — | (0.2 | ) | 0.1 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | 0.1 | 0.1 | 0.2 | ||||||||||||||||
Net current period other comprehensive income (loss) | 0.3 | — | 0.1 | (0.1 | ) | 0.3 | |||||||||||||||
Ending balance | $ | 0.3 | $ | (0.1 | ) | $ | — | $ | — | $ | 0.2 | ||||||||||
The following presents amounts reclassified out of accumulated other comprehensive loss, by component, during the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||||||
Details about | Affected line in the statement of operations | Three Months Ended | Nine Months Ended | ||||||||||||||||||
accumulated other comprehensive loss components | September 30, | September 30, | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Derivative fair-value adjustments | Interest expense | $ | — | $ | — | $ | — | $ | (0.1 | ) | |||||||||||
Benefit for income taxes on continuing operations | — | — | — | — | |||||||||||||||||
Net income (loss) | $ | — | $ | — | $ | — | $ | (0.1 | ) | ||||||||||||
Unrealized gains on investments, net | Other expense, net | $ | — | $ | — | $ | — | $ | (0.2 | ) | |||||||||||
Benefit for income taxes on continuing operations | — | — | — | (0.1 | ) | ||||||||||||||||
Net income (loss) | $ | — | $ | — | $ | — | $ | (0.1 | ) | ||||||||||||
Foreign currency translation adjustments | Income from discontinued operations before income taxes | $ | 0.3 | $ | — | $ | 0.3 | $ | — | ||||||||||||
Provision for income taxes on discontinued operations | — | — | — | — | |||||||||||||||||
Net income (loss) | $ | 0.3 | $ | — | $ | 0.3 | $ | — | |||||||||||||
Postretirement_Defined_Benefit
Postretirement Defined Benefit Plans | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Postretirement Defined Benefit Plans [Abstract] | ' | |||||||||||||||
Postretirement Defined Benefit Plans | ' | |||||||||||||||
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. | ||||||||||||||||
The components of net periodic postretirement benefit cost for these plans consist of the following: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest cost | $ | 0.1 | $ | 0.1 | $ | 0.3 | $ | 0.3 | ||||||||
Net postretirement benefit cost | $ | 0.1 | $ | 0.1 | $ | 0.3 | $ | 0.3 | ||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
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 2010 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. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Long-term Debt, Unclassified [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
$1,900.0 Senior Secured Credit Facilities: | ||||||||
Extended Term Loans due 2017 | $ | 625.5 | $ | 677.4 | ||||
Non-Extended Term Loans due 2014 | — | 728.6 | ||||||
Tranche B-3 Term Loans due 2018 | 745.3 | — | ||||||
Total $1,900.0 Senior Secured Credit Facilities | 1,370.80 | 1,406.00 | ||||||
9.75% Senior Secured Notes due 2018 | 285 | 235 | ||||||
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 | 3.2 | 3.1 | ||||||
Unamortized original issue discount, original issue premium and acquisition accounting-related fair value discount | (155.3 | ) | (271.9 | ) | ||||
1,929.30 | 1,847.80 | |||||||
Less: current maturities | (90.0 | ) | (78.5 | ) | ||||
Long-term debt, net of current maturities | $ | 1,839.30 | $ | 1,769.30 | ||||
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 September 30, 2013. | ||||||||
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 (as defined hereinafter). | ||||||||
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 September 30, 2013 was $33.7, a decrease of $18.6 from the borrowing base at June 30, 2013. The decrease was primarily due to recent divestitures (see Notes 4 and 19). 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 September 30, 2013, there were no outstanding borrowings under the Revolving Facility and there was $23.3 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. | ||||||||
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 September 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 was to mature 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 requires 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, 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 September 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"). Harland Financial Solutions, Inc. was released from its obligations as a Co-Issuer and Guarantor (as defined below) in connection with the divestiture of HFS (see Notes 1 and 4). 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. | ||||||||
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. | ||||||||
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. | ||||||||
In connection with the repayment of $280.2 of the Extended Term Loans in the third quarter of 2012, the Company recorded a loss on early extinguishment of debt of $34.2 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 had outstanding capital lease obligations with principal balances totaling $3.2 and $3.1 at September 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 $0.5 remaining in 2013, $1.7 in 2014, $0.5 in 2015, $0.4 in 2016 and $0.1 in 2017. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Derivative Financial Instruments [Abstract] | ' | |||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||||
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 | September 30, | December 31, | |||||||||||||
Classification | 2013 | 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. | ||||||||||||||||
These derivative instruments were ineffective during the six months ended June 30, 2013 and the three and nine months ended September 30, 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 | Nine Months Ended | |||||||||||||||
September 30, | September 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) | — | 0.3 | — | 1.8 | ||||||||||||
The following presents the balances and net changes in the accumulated other comprehensive loss related to these derivative instruments, net of income taxes. | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 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 nine months period ended September 30, 2013. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Measurements [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||
During the nine months ended September 30, 2013, the Company recorded non-cash impairment charges of $0.2 for the Harland Clarke segment and $0.9 for the Scantron segment related to assets that were determined to have no future use. | ||||||||||||||||
During the nine months ended September 30, 2012, the Company recorded non-cash impairment charges of $0.5 for the Faneuil segment related to abandoned leasehold improvements resulting from the loss of a client and $0.2 for the Harland Clarke segment related to assets that were determined to have limited future use. | ||||||||||||||||
Recurring Fair Value Measurements | ||||||||||||||||
Fair values of financial instruments subject to recurring fair value measurements as of September 30, 2013 and December 31, 2012 are as follows: | ||||||||||||||||
Balance at | ||||||||||||||||
September 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. | ||||||||||||||||
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 September 30, 2013 and December 31, 2012 was approximately $2,080.7 and $1,984.4, respectively. The carrying value of long-term debt at September 30, 2013 and December 31, 2012 was $1,929.3 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. |
Investments
Investments | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
Equity Method Investment | ||||||||||||||||
During 2012, the Company purchased certain equity securities of Transactis, Inc. ("Transactis"), a privately held company, representing a 15.6% 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 September 30, 2013 and December 31, 2012 was $6.4 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 | Gross | Gross | Fair Value | |||||||||||||
Cost | Unrealized | Unrealized | ||||||||||||||
Gains | Losses | |||||||||||||||
Balance at September 30, 2013: | ||||||||||||||||
Corporate equity securities | $ | 0.1 | $ | — | $ | — | $ | 0.1 | ||||||||
Balance at December 31, 2012: | ||||||||||||||||
Corporate equity securities | $ | 0.1 | $ | — | $ | — | $ | 0.1 | ||||||||
During the nine months ended September 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
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. |
Restructuring
Restructuring | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Restructuring [Abstract] | ' | |||||||||||||||||||
Restructuring | ' | |||||||||||||||||||
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 nine months ended September 30, 2013 and 2012: | ||||||||||||||||||||
Beginning | Expensed | Paid in | Non-Cash | Ending | ||||||||||||||||
Balance | Cash | Utilization | Balance | |||||||||||||||||
Nine months ended September 30, 2013: | ||||||||||||||||||||
Severance and severance-related | $ | 6.4 | $ | 1.2 | $ | (4.1 | ) | $ | — | $ | 3.5 | |||||||||
Facilities closures and other costs | 2.4 | 6.7 | (1.9 | ) | (4.3 | ) | 2.9 | |||||||||||||
Total | $ | 8.8 | $ | 7.9 | $ | (6.0 | ) | $ | (4.3 | ) | $ | 6.4 | ||||||||
Nine months ended September 30, 2012: | ||||||||||||||||||||
Severance and severance-related | $ | 4.5 | $ | 7.5 | $ | (5.1 | ) | $ | — | $ | 6.9 | |||||||||
Facilities closures and other costs | 3 | 1.6 | (1.4 | ) | (0.8 | ) | 2.4 | |||||||||||||
Total | $ | 7.5 | $ | 9.1 | $ | (6.5 | ) | $ | (0.8 | ) | $ | 9.3 | ||||||||
The non-cash utilization of $4.3 and $0.8 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 $1.6 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. | ||||||||||||||||||||
Scantron | ||||||||||||||||||||
During 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 nine months ended September 30, 2013 and 2012: | ||||||||||||||||||||
Beginning | Expensed | Paid in | Non-Cash | Ending | ||||||||||||||||
Balance | Cash | Utilization | Balance | |||||||||||||||||
Nine months ended September 30, 2013: | ||||||||||||||||||||
Severance and severance-related | $ | 3.2 | $ | 4 | $ | (5.2 | ) | $ | — | $ | 2 | |||||||||
Facilities and other costs | 0.9 | 2.6 | (2.0 | ) | (0.8 | ) | 0.7 | |||||||||||||
Total | $ | 4.1 | $ | 6.6 | $ | (7.2 | ) | $ | (0.8 | ) | $ | 2.7 | ||||||||
Nine months ended September 30, 2012: | ||||||||||||||||||||
Severance and severance-related | $ | 2 | $ | 4.1 | $ | (3.0 | ) | $ | — | $ | 3.1 | |||||||||
Facilities and other costs | 1.4 | 1.2 | (1.2 | ) | — | 1.4 | ||||||||||||||
Total | $ | 3.4 | $ | 5.3 | $ | (4.2 | ) | $ | — | $ | 4.5 | |||||||||
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 nine months ended September 30, 2013 and 2012: | ||||||||||||||||||||
Beginning | Expensed | Paid in | Ending | |||||||||||||||||
Balance | Cash | Balance | ||||||||||||||||||
Nine months ended September 30, 2013: | ||||||||||||||||||||
Severance and severance-related | $ | 0.6 | $ | 0.4 | $ | (0.7 | ) | $ | 0.3 | |||||||||||
Facilities and other costs | 0.2 | — | (0.1 | ) | 0.1 | |||||||||||||||
Total | $ | 0.8 | $ | 0.4 | $ | (0.8 | ) | $ | 0.4 | |||||||||||
Nine months ended September 30, 2012: | ||||||||||||||||||||
Severance and severance-related | $ | — | $ | 0.9 | $ | — | $ | 0.9 | ||||||||||||
Facilities and other costs | — | 0.9 | (0.3 | ) | 0.6 | |||||||||||||||
Total | $ | — | $ | 1.8 | $ | (0.3 | ) | $ | 1.5 | |||||||||||
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. |
Transactions_with_Related_Part
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2013 | |
Transactions with Related Parties [Abstract] | ' |
Transactions with Related Parties | ' |
Transactions with Related Parties | |
Insurance | |
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 September 30, 2013, the Company recorded prepaid expenses and other assets of $0.7 and $1.1, 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 nine months ended September 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. | |
Tax Sharing Agreement | |
The Company, MacAndrews and certain other subsidiaries of MacAndrews entered into a tax sharing agreement on December 21, 2011, whereby MacAndrews files consolidated federal income tax returns on the Company's behalf. Under the tax sharing agreement, the Company makes periodic payments to MacAndrews. These payments are based on the applicable federal income tax liability that the Company would have had for each taxable period if the Company had not been included in the MacAndrews consolidated group. Similar provisions apply with respect to any foreign, state or local income or franchise tax returns filed by any MacAndrews consolidated, combined or unitary group for each period that the Company is included in any such group for foreign, state or local tax purposes. The Company made net payments to MacAndrews of $228.3 and $270.3 for the three and nine months ended September 30, 2013, respectively, and $22.4 and $70.6 for the three and nine months ended September 30, 2012, respectively. | |
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 September 30, 2013. Interest income of $0.2 and $0.5 was recorded and related payments were received during the three and nine months ended September 30, 2013, respectively. Interest income of $0.2 and $0.6 was recorded and related payments were received during the three and nine months ended September 30, 2012, respectively. | |
Other | |
The Company expensed $0.6 and $2.0 during the three and nine months ended September 30, 2013, respectively, and $0.6 and $2.0 during the three and nine months ended September 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 nine months ended September 30, 2013 and 2012, the Company paid cash dividends of $29.2 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 12). |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Event [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Subsequent Event | |
On October 18, 2013, the Company completed the sale of Faneuil, Inc. ("Faneuil"), its wholly-owned business process outsourcing subsidiary, to ALJ Regional Holdings, Inc. ("ALJ") for consideration consisting of $25.0 in cash, a $25.0 two year note to the Company and 3.0 million shares of ALJ's common stock. The sale did not include Faneuil's Harland Technology Services business, which was transferred to and became part of the operations and results of Scantron from and after October 18, 2013 and the Company is currently evaluating the impact of the divestiture on its consolidated financial position and results of operations. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Consolidation | ' |
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. | |
Use of Estimates | ' |
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 | ' |
Reclassifications | |
As a result of the sale of the HFS businesses (see Note 1), amounts related to the HFS businesses previously reported as operating income have been reclassified as discontinued operations (see Note 4). Prior period amounts relating to business segment changes (see Note 1) have been reclassified in Note 8. All reclassifications were made in accordance with applicable accounting guidance. |
Acquisitions_Tables
Acquisitions (Tables) (Faneuil [Member]) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Faneuil [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Assets and Liabilities Assumed | ' | |||||||
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 | |||||||
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 | |||||||
Other liabilities | 7.5 | |||||||
Net assets acquired | $ | 36.2 | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | |||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | |||||||||||||||
Operating results for discontinued operations are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenues | $ | 45.7 | $ | 64.7 | $ | 205.7 | $ | 173.2 | ||||||||
Income from discontinued operations before gain on sale and income taxes | 7.2 | 7.9 | 49.5 | 1.1 | ||||||||||||
Gain on sale of discontinued operations | 647 | — | 647 | — | ||||||||||||
Income from discontinued operations before income taxes | 654.2 | 7.9 | 696.5 | 1.1 | ||||||||||||
Provision for income taxes on discontinued operations | 241.9 | 2.2 | 257.3 | 0.4 | ||||||||||||
Net income from discontinued operations | $ | 412.3 | $ | 5.7 | $ | 439.2 | $ | 0.7 | ||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventories [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Finished goods | $ | 8.2 | $ | 7.7 | ||||
Work-in-process | 11.8 | 8.2 | ||||||
Raw materials | 14.3 | 13.1 | ||||||
$ | 34.3 | $ | 29 | |||||
Assets_Held_For_Sale_Tables
Assets Held For Sale (Tables) (Harland Clarke Segment [Member]) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Harland Clarke Segment [Member] | ' | |||||||
Assets Held For Sale [Line Items] | ' | |||||||
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: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Land | $ | — | $ | 1 | ||||
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 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Goodwill and Other Intangible Assets [Abstract] | ' | |||||||||||||||||||||||||
Goodwill | ' | |||||||||||||||||||||||||
The change in carrying amount of goodwill by business segment for the nine months ended September 30, 2013 is as follows: | ||||||||||||||||||||||||||
Harland | Scantron | Faneuil | Harland Financial Solutions | Total | ||||||||||||||||||||||
Clarke | ||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 417 | $ | 40.2 | $ | 21.7 | $ | 282.7 | $ | 761.6 | ||||||||||||||||
2013 acquisition | 4.2 | — | — | — | 4.2 | |||||||||||||||||||||
2013 divestiture | — | — | — | (282.7 | ) | (282.7 | ) | |||||||||||||||||||
Effect of exchange rate changes | — | (0.1 | ) | — | — | (0.1 | ) | |||||||||||||||||||
Balance as of September 30, 2013 | $ | 421.2 | $ | 40.1 | $ | 21.7 | $ | — | $ | 483 | ||||||||||||||||
Other Intangible Assets | ' | |||||||||||||||||||||||||
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 | September 30, 2013 | December 31, 2012 | September 30, 2013 | December 31, 2012 | September 30, 2013 | December 31, 2012 | ||||||||||||||||||||
(in years) | ||||||||||||||||||||||||||
Amortized intangible assets: | ||||||||||||||||||||||||||
Customer relationships | 19-Mar | $ | 1,286.00 | $ | 1,528.00 | $ | 184.5 | $ | 132.7 | $ | 1,101.50 | $ | 1,395.30 | |||||||||||||
Trademarks and tradenames | 15 - 25 | 81.4 | 101.4 | 7.6 | 5.3 | 73.8 | 96.1 | |||||||||||||||||||
Software | 9-Mar | 18.3 | 56.5 | 5.4 | 13.1 | 12.9 | 43.4 | |||||||||||||||||||
1,385.70 | 1,685.90 | 197.5 | 151.1 | 1,188.20 | 1,534.80 | |||||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
Tradename | 0.8 | 0.8 | — | — | 0.8 | 0.8 | ||||||||||||||||||||
Total other intangible assets | $ | 1,386.50 | $ | 1,686.70 | $ | 197.5 | $ | 151.1 | $ | 1,189.00 | $ | 1,535.60 | ||||||||||||||
Estimated Amortization Expense | ' | |||||||||||||||||||||||||
Estimated aggregate amortization expense for intangible assets through December 31, 2017 is as follows: | ||||||||||||||||||||||||||
Three months ending December 31, 2013 | $ | 26 | ||||||||||||||||||||||||
Year ending December 31, 2014 | 97.1 | |||||||||||||||||||||||||
Year ending December 31, 2015 | 91 | |||||||||||||||||||||||||
Year ending December 31, 2016 | 82.8 | |||||||||||||||||||||||||
Year ending December 31, 2017 | 80.2 | |||||||||||||||||||||||||
Business_Segment_Information_T
Business Segment Information (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Business Segment Information [Abstract] | ' | |||||||||||||||||||
Business Segment Information | ' | |||||||||||||||||||
Selected summarized financial information for the three months ended September 30, 2013 and 2012 is as follows: | ||||||||||||||||||||
Harland | Scantron | Faneuil(2) | Corporate | Total | ||||||||||||||||
Clarke(1) | and Other | |||||||||||||||||||
Continuing operations | ||||||||||||||||||||
Product revenues, net | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 292 | $ | 24.6 | $ | 2.1 | $ | — | $ | 318.7 | ||||||||||
Three months ended September 30, 2012 | 278.4 | 22.5 | 2.2 | — | 303.1 | |||||||||||||||
Service revenues, net | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 11.8 | $ | 7.1 | $ | 40.2 | $ | — | $ | 59.1 | ||||||||||
Three months ended September 30, 2012 | 8.3 | 7.1 | 39.4 | — | 54.8 | |||||||||||||||
Intersegment revenues | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | — | $ | 0.4 | $ | 0.4 | $ | (0.8 | ) | $ | — | |||||||||
Three months ended September 30, 2012 | — | 0.6 | — | (0.6 | ) | — | ||||||||||||||
Operating income (loss)(3) | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 62.5 | $ | 4 | $ | 5.1 | $ | (7.2 | ) | $ | 64.4 | |||||||||
Three months ended September 30, 2012 | 56.6 | (5.2 | ) | 2.9 | (4.6 | ) | 49.7 | |||||||||||||
Depreciation and amortization (excluding amortization of deferred financing fees): | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 31.3 | $ | 4.8 | $ | 2.5 | $ | — | $ | 38.6 | ||||||||||
Three months ended September 30, 2012 | 37.2 | 4.3 | 2.9 | — | 44.4 | |||||||||||||||
Capital expenditures (excluding capital leases): | ||||||||||||||||||||
Three months ended September 30, 2013 | $ | 24.9 | $ | 2 | $ | 2.2 | $ | — | $ | 29.1 | ||||||||||
Three months ended September 30, 2012 | 11.8 | 0.8 | 1.2 | — | 13.8 | |||||||||||||||
Selected summarized financial information for the nine months ended September 30, 2013 and 2012 is as follows: | ||||||||||||||||||||
Harland | Scantron | Faneuil(2) | Corporate | Total | ||||||||||||||||
Clarke(1) | and Other | |||||||||||||||||||
Continuing operations | ||||||||||||||||||||
Product revenues, net | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 840.7 | $ | 69.6 | $ | 7.5 | $ | — | $ | 917.8 | ||||||||||
Nine months ended September 30, 2012 | 841.1 | 67.8 | 5.4 | — | 914.3 | |||||||||||||||
Service revenues, net | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 33.9 | $ | 18.2 | $ | 114.7 | $ | — | $ | 166.8 | ||||||||||
Nine months ended September 30, 2012 | 25.2 | 19.8 | 109.8 | — | 154.8 | |||||||||||||||
Intersegment revenues | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 0.1 | $ | 1.4 | $ | 0.7 | $ | (2.2 | ) | $ | — | |||||||||
Nine months ended September 30, 2012 | 0.1 | 1.4 | 0.2 | (1.7 | ) | — | ||||||||||||||
Operating income (loss)(3) | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 192.7 | $ | (8.1 | ) | $ | 12 | $ | (17.6 | ) | $ | 179 | ||||||||
Nine months ended September 30, 2012 | 151.8 | (26.0 | ) | 5.6 | (13.4 | ) | 118 | |||||||||||||
Depreciation and amortization (excluding amortization of deferred financing fees): | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 92.5 | $ | 15.2 | $ | 7.6 | $ | — | $ | 115.3 | ||||||||||
Nine months ended September 30, 2012 | 110.5 | 13.1 | 8 | — | 131.6 | |||||||||||||||
Capital expenditures (excluding capital leases): | ||||||||||||||||||||
Nine months ended September 30, 2013 | $ | 40.4 | $ | 3.5 | $ | 4 | $ | — | $ | 47.9 | ||||||||||
Nine months ended September 30, 2012 | 32 | 5.4 | 3.3 | — | 40.7 | |||||||||||||||
___________________ | ||||||||||||||||||||
-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 restructuring costs of $1.6 and $14.9 for the three and nine months ended September 30, 2013 and $11.6 and $16.2 for three and nine months ended September 30, 2012, respectively, (see Note 17) and non-cash impairment charges of $0.2 and $1.1 for the three and nine months ended September 30, 2013, respectively, and $0.7 and $0.7 for the three and nine months ended September 30, 2012, respectively. | |||||||||||||||||||
Discontinued operations | ||||||||||||||||||||
The amounts shown above do not include depreciation and amortization expense and capital expenditures for the discontinued operations of HFS. Depreciation and amortization (excluding amortization of deferred financing fees) for HFS was $5.5 and $23.7 for the three and nine months ended September 30, 2013, respectively, and $10.0 and $28.6 for the three and nine months ended September 30, 2012, respectively. Capital expenditures (excluding capital leases) for HFS was $1.1 and $5.9 for the three and nine months ended September 30, 2013, respectively, and $3.0 and $6.3 for the three and nine months ended September 30, 2012, respectively. |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Accumulated Other Comprehensive Income [Abstract] | ' | ||||||||||||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||||||||||||
The following presents changes in accumulated other comprehensive loss, net of tax, by component, during the nine months ended September 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 | |||||||||||||||||
Nine months ended September 30, 2013: | |||||||||||||||||||||
Beginning balance | $ | 0.4 | $ | (0.7 | ) | $ | — | $ | — | $ | (0.3 | ) | |||||||||
Other comprehensive loss before reclassifications | (0.6 | ) | — | — | — | (0.6 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | (0.3 | ) | — | — | — | (0.3 | ) | ||||||||||||||
Net current period other comprehensive loss | (0.9 | ) | — | — | — | (0.9 | ) | ||||||||||||||
Ending balance | $ | (0.5 | ) | $ | (0.7 | ) | $ | — | $ | — | $ | (1.2 | ) | ||||||||
Nine months ended September 30, 2012: | |||||||||||||||||||||
Beginning balance | $ | — | $ | (0.1 | ) | $ | (0.1 | ) | $ | 0.1 | $ | (0.1 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | 0.3 | — | — | (0.2 | ) | 0.1 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | 0.1 | 0.1 | 0.2 | ||||||||||||||||
Net current period other comprehensive income (loss) | 0.3 | — | 0.1 | (0.1 | ) | 0.3 | |||||||||||||||
Ending balance | $ | 0.3 | $ | (0.1 | ) | $ | — | $ | — | $ | 0.2 | ||||||||||
Reclassifications Out of Accumulated Other Comprehensive (Loss) Income | ' | ||||||||||||||||||||
The following presents amounts reclassified out of accumulated other comprehensive loss, by component, during the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||||||
Details about | Affected line in the statement of operations | Three Months Ended | Nine Months Ended | ||||||||||||||||||
accumulated other comprehensive loss components | September 30, | September 30, | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Derivative fair-value adjustments | Interest expense | $ | — | $ | — | $ | — | $ | (0.1 | ) | |||||||||||
Benefit for income taxes on continuing operations | — | — | — | — | |||||||||||||||||
Net income (loss) | $ | — | $ | — | $ | — | $ | (0.1 | ) | ||||||||||||
Unrealized gains on investments, net | Other expense, net | $ | — | $ | — | $ | — | $ | (0.2 | ) | |||||||||||
Benefit for income taxes on continuing operations | — | — | — | (0.1 | ) | ||||||||||||||||
Net income (loss) | $ | — | $ | — | $ | — | $ | (0.1 | ) | ||||||||||||
Foreign currency translation adjustments | Income from discontinued operations before income taxes | $ | 0.3 | $ | — | $ | 0.3 | $ | — | ||||||||||||
Provision for income taxes on discontinued operations | — | — | — | — | |||||||||||||||||
Net income (loss) | $ | 0.3 | $ | — | $ | 0.3 | $ | — | |||||||||||||
Postretirement_Defined_Benefit1
Postretirement Defined Benefit Plans (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Postretirement Defined Benefit Plans [Abstract] | ' | |||||||||||||||
Net Periodic Postretirement Benefit Costs | ' | |||||||||||||||
The components of net periodic postretirement benefit cost for these plans consist of the following: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest cost | $ | 0.1 | $ | 0.1 | $ | 0.3 | $ | 0.3 | ||||||||
Net postretirement benefit cost | $ | 0.1 | $ | 0.1 | $ | 0.3 | $ | 0.3 | ||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Instruments [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
$1,900.0 Senior Secured Credit Facilities: | ||||||||
Extended Term Loans due 2017 | $ | 625.5 | $ | 677.4 | ||||
Non-Extended Term Loans due 2014 | — | 728.6 | ||||||
Tranche B-3 Term Loans due 2018 | 745.3 | — | ||||||
Total $1,900.0 Senior Secured Credit Facilities | 1,370.80 | 1,406.00 | ||||||
9.75% Senior Secured Notes due 2018 | 285 | 235 | ||||||
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 | 3.2 | 3.1 | ||||||
Unamortized original issue discount, original issue premium and acquisition accounting-related fair value discount | (155.3 | ) | (271.9 | ) | ||||
1,929.30 | 1,847.80 | |||||||
Less: current maturities | (90.0 | ) | (78.5 | ) | ||||
Long-term debt, net of current maturities | $ | 1,839.30 | $ | 1,769.30 | ||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Derivative Financial Instruments [Abstract] | ' | |||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||||
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 | September 30, | December 31, | |||||||||||||
Classification | 2013 | 2012 | ||||||||||||||
Interest rate swaps | Other current liabilities | $ | — | $ | 1.3 | |||||||||||
Derivative Financial Instruments | ' | |||||||||||||||
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 | Nine Months Ended | |||||||||||||||
September 30, | September 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) | — | 0.3 | — | 1.8 | ||||||||||||
Derivative Financial Instruments in Other Comprehensive Loss | ' | |||||||||||||||
The following presents the balances and net changes in the accumulated other comprehensive loss related to these derivative instruments, net of income taxes. | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 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 nine months period ended September 30, 2013. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Measurements [Abstract] | ' | |||||||||||||||
Fair Value of Assets and Liabilities Measured On A Recurring Basis | ' | |||||||||||||||
Fair values of financial instruments subject to recurring fair value measurements as of September 30, 2013 and December 31, 2012 are as follows: | ||||||||||||||||
Balance at | ||||||||||||||||
September 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 | — | ||||||||||||
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Marketable Securities [Abstract] | ' | |||||||||||||||
Available-for-sale Securities | ' | |||||||||||||||
The Company's marketable securities are classified as available-for-sale and are reported at their fair values, which are as follows: | ||||||||||||||||
Amortized | Gross | Gross | Fair Value | |||||||||||||
Cost | Unrealized | Unrealized | ||||||||||||||
Gains | Losses | |||||||||||||||
Balance at September 30, 2013: | ||||||||||||||||
Corporate equity securities | $ | 0.1 | $ | — | $ | — | $ | 0.1 | ||||||||
Balance at December 31, 2012: | ||||||||||||||||
Corporate equity securities | $ | 0.1 | $ | — | $ | — | $ | 0.1 | ||||||||
Restructuring_Tables
Restructuring (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Harland Clarke and Corporate [Member] | ' | |||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | |||||||||||||||||||
Components of Restructuring Accruals | ' | |||||||||||||||||||
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 nine months ended September 30, 2013 and 2012: | ||||||||||||||||||||
Beginning | Expensed | Paid in | Non-Cash | Ending | ||||||||||||||||
Balance | Cash | Utilization | Balance | |||||||||||||||||
Nine months ended September 30, 2013: | ||||||||||||||||||||
Severance and severance-related | $ | 6.4 | $ | 1.2 | $ | (4.1 | ) | $ | — | $ | 3.5 | |||||||||
Facilities closures and other costs | 2.4 | 6.7 | (1.9 | ) | (4.3 | ) | 2.9 | |||||||||||||
Total | $ | 8.8 | $ | 7.9 | $ | (6.0 | ) | $ | (4.3 | ) | $ | 6.4 | ||||||||
Nine months ended September 30, 2012: | ||||||||||||||||||||
Severance and severance-related | $ | 4.5 | $ | 7.5 | $ | (5.1 | ) | $ | — | $ | 6.9 | |||||||||
Facilities closures and other costs | 3 | 1.6 | (1.4 | ) | (0.8 | ) | 2.4 | |||||||||||||
Total | $ | 7.5 | $ | 9.1 | $ | (6.5 | ) | $ | (0.8 | ) | $ | 9.3 | ||||||||
Scantron Segment [Member] | ' | |||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | |||||||||||||||||||
Components of Restructuring Accruals | ' | |||||||||||||||||||
The following table details the components of the Company's restructuring accruals related to the Scantron segment for the nine months ended September 30, 2013 and 2012: | ||||||||||||||||||||
Beginning | Expensed | Paid in | Non-Cash | Ending | ||||||||||||||||
Balance | Cash | Utilization | Balance | |||||||||||||||||
Nine months ended September 30, 2013: | ||||||||||||||||||||
Severance and severance-related | $ | 3.2 | $ | 4 | $ | (5.2 | ) | $ | — | $ | 2 | |||||||||
Facilities and other costs | 0.9 | 2.6 | (2.0 | ) | (0.8 | ) | 0.7 | |||||||||||||
Total | $ | 4.1 | $ | 6.6 | $ | (7.2 | ) | $ | (0.8 | ) | $ | 2.7 | ||||||||
Nine months ended September 30, 2012: | ||||||||||||||||||||
Severance and severance-related | $ | 2 | $ | 4.1 | $ | (3.0 | ) | $ | — | $ | 3.1 | |||||||||
Facilities and other costs | 1.4 | 1.2 | (1.2 | ) | — | 1.4 | ||||||||||||||
Total | $ | 3.4 | $ | 5.3 | $ | (4.2 | ) | $ | — | $ | 4.5 | |||||||||
Faneuil Segment [Member] | ' | |||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | |||||||||||||||||||
Components of Restructuring Accruals | ' | |||||||||||||||||||
The following table details the components of the Company's restructuring accruals related to the Faneuil segment for the nine months ended September 30, 2013 and 2012: | ||||||||||||||||||||
Beginning | Expensed | Paid in | Ending | |||||||||||||||||
Balance | Cash | Balance | ||||||||||||||||||
Nine months ended September 30, 2013: | ||||||||||||||||||||
Severance and severance-related | $ | 0.6 | $ | 0.4 | $ | (0.7 | ) | $ | 0.3 | |||||||||||
Facilities and other costs | 0.2 | — | (0.1 | ) | 0.1 | |||||||||||||||
Total | $ | 0.8 | $ | 0.4 | $ | (0.8 | ) | $ | 0.4 | |||||||||||
Nine months ended September 30, 2012: | ||||||||||||||||||||
Severance and severance-related | $ | — | $ | 0.9 | $ | — | $ | 0.9 | ||||||||||||
Facilities and other costs | — | 0.9 | (0.3 | ) | 0.6 | |||||||||||||||
Total | $ | — | $ | 1.8 | $ | (0.3 | ) | $ | 1.5 | |||||||||||
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Details) (USD $) | 0 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Aug. 16, 2013 | Sep. 30, 2013 |
Business_Segments | ||
Description Of Business and Basis of Presentation [Line Items] | ' | ' |
Proceeds from Divestiture of Businesses | $1,200 | ' |
Number of Business Segments | ' | 3 |
Harland Clarke Segment [Member] | Financial Institutions And Commercial Clients [Member] | ' | ' |
Description Of Business and Basis of Presentation [Line Items] | ' | ' |
Number of clients | ' | 12,500 |
Harland Clarke Holdings Corp. [Member] | Financial Institutions [Member] | ' | ' |
Description Of Business and Basis of Presentation [Line Items] | ' | ' |
Number of clients | ' | 8,500 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | 31-May-13 | Sep. 30, 2013 | 31-May-13 | 31-May-13 | 31-May-13 | Mar. 19, 2012 | Sep. 30, 2013 | Mar. 19, 2012 | Mar. 19, 2012 | Mar. 19, 2012 |
In Millions, unless otherwise specified | NCP [Member] | NCP [Member] | NCP [Member] | NCP [Member] | NCP [Member] | Faneuil [Member] | Faneuil [Member] | Faneuil [Member] | Faneuil [Member] | Faneuil [Member] | ||
Customer relationships [Member] | Trademarks [Member] | Software [Member] | Trademarks and tradenames [Member] | Customer relationships [Member] | Software [Member] | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of Acquisition | ' | ' | ' | 31-May-13 | ' | ' | ' | ' | 19-Mar-12 | ' | ' | ' |
Percentage of issued and outstanding shares acquired | ' | ' | 100.00% | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Cash paid for acquisition | ' | ' | $35.20 | ' | ' | ' | ' | $70 | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Cash Acquired | ' | ' | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cost Of Acquired Entity Cash Paid Portion For Working Capital Adjustments | ' | ' | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | ' | 25 | ' | 20 | 3 | 2 | ' | ' | ' | 0.2 | 0.3 |
Goodwill | 483 | 761.6 | 4.2 | ' | ' | ' | ' | 13 | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Net Tangible Assets | ' | ' | 6.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount | ' | ' | 2.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Paid in excess of the carrying amount of the assets and liabilities assumed | ' | ' | ' | ' | ' | ' | ' | 33.8 | ' | ' | ' | ' |
Business Acquisition Identifiable Assets, Liabilites and Goodwill Acquired[Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | ' | 2.3 | ' | ' | ' | ' |
Accounts receivables | ' | ' | ' | ' | ' | ' | ' | 11.8 | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | 10.3 | ' | ' | ' | ' |
Other intangible assets: [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired indefinite-lived intangible asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.8 | ' | ' |
Total other intangible assets | ' | ' | ' | ' | ' | ' | ' | 1.3 | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | ' | ' | ' | 7.2 | ' | ' | ' | ' |
Total assets acquired | ' | ' | ' | ' | ' | ' | ' | 45.9 | ' | ' | ' | ' |
Deferred revenues | ' | ' | ' | ' | ' | ' | ' | 1.2 | ' | ' | ' | ' |
Capital leases | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
Other liabilities | ' | ' | ' | ' | ' | ' | ' | 7.5 | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | $36.20 | ' | ' | ' | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Aug. 16, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' |
Proceeds from Divestiture of Businesses | $1,200 | ' | ' | ' | ' |
Gain on sale of discontinued operations | ' | ' | ' | 647 | 0 |
Net income from discontinued operations | ' | 412.3 | 5.7 | 439.2 | 0.7 |
HFS Disposal Group [Member] | ' | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' |
Proceeds from Divestiture of Businesses | 1,200 | ' | ' | ' | ' |
Net revenues | ' | 45.7 | 64.7 | 205.7 | 173.2 |
Income from discontinued operations before gain on sale and income taxes | ' | 7.2 | 7.9 | 49.5 | 1.1 |
Gain on sale of discontinued operations | ' | 647 | 0 | 647 | 0 |
Income from discontinued operations before income taxes | ' | 654.2 | 7.9 | 696.5 | 1.1 |
Provision for income taxes on discontinued operations | ' | 241.9 | 2.2 | 257.3 | 0.4 |
Net income from discontinued operations | ' | $412.30 | $5.70 | $439.20 | $0.70 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventory, Net, Items Net of Reserve Alternative [Abstract] | ' | ' |
Finished goods | $8.20 | $7.70 |
Work-in-process | 11.8 | 8.2 |
Raw materials | 14.3 | 13.1 |
Total | $34.30 | $29 |
Assets_Held_For_Sale_Details
Assets Held For Sale (Details) (USD $) | 9 Months Ended | 3 Months Ended | |||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 |
Other Current Assets [Member] | Other Current Assets [Member] | Land [Member] | Land [Member] | Building and improvements [Member] | Building and improvements [Member] | Information Technology Facility [Member] | |||
Other Current Assets [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Other Current Assets [Member] | ||||||
Assets Held For Sale [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | ' | $0 | $3.10 | $0 | $1 | $0 | $2.10 | ' |
Proceeds from sale of property, plant and equipment | 0.9 | 0.1 | ' | ' | ' | ' | ' | ' | 0.8 |
Loss on sale of property plant equipment | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets 1 (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2012 | $761.60 |
2013 acquisition | 4.2 |
2013 divestiture | -282.7 |
Effect of exchange rate changes | -0.1 |
Balance as of September 30, 2013 | 483 |
Harland Clarke Segment [Member] | Operating Segments [Member] | ' |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2012 | 417 |
2013 acquisition | 4.2 |
2013 divestiture | 0 |
Effect of exchange rate changes | 0 |
Balance as of September 30, 2013 | 421.2 |
Scantron Segment [Member] | Operating Segments [Member] | ' |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2012 | 40.2 |
2013 acquisition | 0 |
2013 divestiture | 0 |
Effect of exchange rate changes | -0.1 |
Balance as of September 30, 2013 | 40.1 |
Faneuil Segment [Member] | Operating Segments [Member] | ' |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2012 | 21.7 |
2013 acquisition | 0 |
2013 divestiture | 0 |
Effect of exchange rate changes | 0 |
Balance as of September 30, 2013 | 21.7 |
Harland Financial Solutions Segment [Member] | Operating Segments [Member] | ' |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2012 | 282.7 |
2013 acquisition | 0 |
2013 divestiture | -282.7 |
Effect of exchange rate changes | 0 |
Balance as of September 30, 2013 | $0 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets 2 (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Gross Carrying Amount | $1,385.70 | ' | $1,385.70 | ' | $1,685.90 |
Accumulated Amortization | 197.5 | ' | 197.5 | ' | 151.1 |
Finite-Lived Intangible Assets, Net | 1,188.20 | ' | 1,188.20 | ' | 1,534.80 |
Intangible Assets Excluding Goodwill [Abstract] | ' | ' | ' | ' | ' |
Gross Carrying Amount | 1,386.50 | ' | 1,386.50 | ' | 1,686.70 |
Intangible Assets, Net (Excluding Goodwill) | 1,189 | ' | 1,189 | ' | 1,535.60 |
Amortization of intangible assets | 30.2 | 34.7 | 94.7 | 102.9 | ' |
Segment Reconciling Items [Member] | Discontinued Operations [Member] | ' | ' | ' | ' | ' |
Intangible Assets Excluding Goodwill [Abstract] | ' | ' | ' | ' | ' |
Amortization of intangible assets | 4.3 | 7.3 | 18.3 | 21.8 | ' |
Trademarks and tradenames [Member] | ' | ' | ' | ' | ' |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ' | ' | ' | ' | ' |
Indefinite-lived intangible assets | 0.8 | ' | 0.8 | ' | 0.8 |
Customer relationships [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Gross Carrying Amount | 1,286 | ' | 1,286 | ' | 1,528 |
Accumulated Amortization | 184.5 | ' | 184.5 | ' | 132.7 |
Finite-Lived Intangible Assets, Net | 1,101.50 | ' | 1,101.50 | ' | 1,395.30 |
Customer relationships [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | '3 years | ' | ' |
Customer relationships [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | '19 years | ' | ' |
Trademarks and tradenames [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Gross Carrying Amount | 81.4 | ' | 81.4 | ' | 101.4 |
Accumulated Amortization | 7.6 | ' | 7.6 | ' | 5.3 |
Finite-Lived Intangible Assets, Net | 73.8 | ' | 73.8 | ' | 96.1 |
Trademarks and tradenames [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | '15 years | ' | ' |
Trademarks and tradenames [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | '25 years | ' | ' |
Software [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Gross Carrying Amount | 18.3 | ' | 18.3 | ' | 56.5 |
Accumulated Amortization | 5.4 | ' | 5.4 | ' | 13.1 |
Finite-Lived Intangible Assets, Net | 12.9 | ' | 12.9 | ' | 43.4 |
Intangible Assets Excluding Goodwill [Abstract] | ' | ' | ' | ' | ' |
Amortization of intangible assets | 3 | 3 | 10 | 8.8 | ' |
Software [Member] | Segment Reconciling Items [Member] | Discontinued Operations [Member] | ' | ' | ' | ' | ' |
Intangible Assets Excluding Goodwill [Abstract] | ' | ' | ' | ' | ' |
Amortization of intangible assets | $1.70 | $2.70 | $6.70 | $7.90 | ' |
Software [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | '3 years | ' | ' |
Software [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | '9 years | ' | ' |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets 3 (Details) (NCP [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '12 years 10 months 18 days |
Customer relationships [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '15 years |
Trademarks [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '4 years |
Software [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '5 years |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets 4 (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' |
Three months ending December 31, 2013 | $26 |
Year ending December 31, 2014 | 97.1 |
Year ending December 31, 2015 | 91 |
Year ending December 31, 2016 | 82.8 |
Year ending December 31, 2017 | 80.2 |
Asset impairment charges [Member] | Software [Member] | Scantron Segment [Member] | ' |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' |
Impairment of Intangible Assets, Finite-lived | $0.70 |
Business_Segment_Information_D
Business Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Business_Segments | ||||||||
Business Segment Information [Abstract] | ' | ' | ' | ' | ||||
Number of Business Segments | ' | ' | 3 | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Product revenues, net | $318.70 | $303.10 | $917.80 | $914.30 | ||||
Service revenues, net | 59.1 | 54.8 | 166.8 | 154.8 | ||||
Operating income (loss) | 64.4 | 49.7 | 179 | 118 | ||||
Capital expenditures (excluding capital leases) | ' | ' | 53.8 | 47 | ||||
Segment Reporting Information, Additional Information [Abstract] | ' | ' | ' | ' | ||||
Restructuring costs | 1.6 | 11.6 | 14.9 | 16.2 | ||||
Asset impairment charges | 0.2 | 0.7 | 1.1 | 0.7 | ||||
Scantron Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information, Additional Information [Abstract] | ' | ' | ' | ' | ||||
Restructuring costs | ' | ' | 6.6 | 5.3 | ||||
Faneuil Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information, Additional Information [Abstract] | ' | ' | ' | ' | ||||
Restructuring costs | ' | ' | 0.4 | 1.8 | ||||
Continuing Operations [Member] | ' | ' | ' | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Product revenues, net | 318.7 | 303.1 | 917.8 | 914.3 | ||||
Service revenues, net | 59.1 | 54.8 | 166.8 | 154.8 | ||||
Intersegment revenues | 0 | 0 | 0 | 0 | ||||
Operating income (loss) | 64.4 | [1] | 49.7 | [1] | 179 | [1] | 118 | [1] |
Depreciation and amortization (excluding amortization of debt fair value adjustments, original issue discount and deferred financing fees) | 38.6 | 44.4 | 115.3 | 131.6 | ||||
Capital expenditures (excluding capital leases) | 29.1 | 13.8 | 47.9 | 40.7 | ||||
Continuing Operations [Member] | Operating Segments [Member] | Harland Clarke Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Product revenues, net | 292 | [2] | 278.4 | [2] | 840.7 | [2] | 841.1 | [2] |
Service revenues, net | 11.8 | [2] | 8.3 | [2] | 33.9 | [2] | 25.2 | [2] |
Intersegment revenues | 0 | [2] | 0 | [2] | 0.1 | [2] | 0.1 | [2] |
Operating income (loss) | 62.5 | [1],[2] | 56.6 | [1],[2] | 192.7 | [1],[2] | 151.8 | [1],[2] |
Depreciation and amortization (excluding amortization of debt fair value adjustments, original issue discount and deferred financing fees) | 31.3 | [2] | 37.2 | [2] | 92.5 | [2] | 110.5 | [2] |
Capital expenditures (excluding capital leases) | 24.9 | [2] | 11.8 | [2] | 40.4 | [2] | 32 | [2] |
Continuing Operations [Member] | Operating Segments [Member] | Scantron Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Product revenues, net | 24.6 | 22.5 | 69.6 | 67.8 | ||||
Service revenues, net | 7.1 | 7.1 | 18.2 | 19.8 | ||||
Intersegment revenues | 0.4 | 0.6 | 1.4 | 1.4 | ||||
Operating income (loss) | 4 | [1] | -5.2 | [1] | -8.1 | [1] | -26 | [1] |
Depreciation and amortization (excluding amortization of debt fair value adjustments, original issue discount and deferred financing fees) | 4.8 | 4.3 | 15.2 | 13.1 | ||||
Capital expenditures (excluding capital leases) | 2 | 0.8 | 3.5 | 5.4 | ||||
Continuing Operations [Member] | Operating Segments [Member] | Faneuil Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Product revenues, net | 2.1 | [3] | 2.2 | [3] | 7.5 | [3] | 5.4 | [3] |
Service revenues, net | 40.2 | [3] | 39.4 | [3] | 114.7 | [3] | 109.8 | [3] |
Intersegment revenues | 0.4 | [3] | 0 | [3] | 0.7 | [3] | 0.2 | [3] |
Operating income (loss) | 5.1 | [1],[3] | 2.9 | [1],[3] | 12 | [1],[3] | 5.6 | [1],[3] |
Depreciation and amortization (excluding amortization of debt fair value adjustments, original issue discount and deferred financing fees) | 2.5 | [3] | 2.9 | [3] | 7.6 | [3] | 8 | [3] |
Capital expenditures (excluding capital leases) | 2.2 | [3] | 1.2 | [3] | 4 | [3] | 3.3 | [3] |
Continuing Operations [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Intersegment revenues | -0.8 | -0.6 | -2.2 | -1.7 | ||||
Continuing Operations [Member] | Corporate, Non-Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Product revenues, net | 0 | 0 | 0 | 0 | ||||
Service revenues, net | 0 | 0 | 0 | 0 | ||||
Operating income (loss) | -7.2 | [1] | -4.6 | [1] | -17.6 | [1] | -13.4 | [1] |
Depreciation and amortization (excluding amortization of debt fair value adjustments, original issue discount and deferred financing fees) | 0 | 0 | 0 | 0 | ||||
Capital expenditures (excluding capital leases) | 0 | 0 | 0 | 0 | ||||
Discontinued Operations [Member] | ' | ' | ' | ' | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ||||
Depreciation and amortization (excluding amortization of debt fair value adjustments, original issue discount and deferred financing fees) | 5.5 | 10 | 23.7 | 28.6 | ||||
Capital expenditures (excluding capital leases) | $1.10 | $3 | $5.90 | $6.30 | ||||
[1] | Includes restructuring costs of $1.6 and $14.9 for the three and nine months ended September 30, 2013 and $11.6 and $16.2 for three and nine months ended September 30, 2012, respectively, (see Note 17) and non-cash impairment charges of $0.2 and $1.1 for the three and nine months ended September 30, 2013, respectively, and $0.7 and $0.7 for the three and nine months ended September 30, 2012, respectively. | |||||||
[2] | Includes results of the acquired NCP Solutions business from the date of acquisition (see Note 3). | |||||||
[3] | Includes results of the acquired Faneuil business from the date of common control (see Note 3). |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss 1 (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($1.20) | $0.20 | ($1.20) | $0.20 | ($0.30) | ($0.10) |
Other comprehensive income (loss) before reclassifications | ' | ' | -0.6 | 0.1 | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | -0.3 | 0.2 | ' | ' |
Total other comprehensive income (loss), net of tax | 0 | 0.7 | -0.9 | 0.3 | ' | ' |
Foreign currency translation adjustments | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -0.5 | 0.3 | -0.5 | 0.3 | 0.4 | 0 |
Other comprehensive income (loss) before reclassifications | ' | ' | -0.6 | 0.3 | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | -0.3 | 0 | ' | ' |
Total other comprehensive income (loss), net of tax | ' | ' | -0.9 | 0.3 | ' | ' |
Unrecognized amounts included in postretirement obligations | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -0.7 | -0.1 | -0.7 | -0.1 | -0.7 | -0.1 |
Other comprehensive income (loss) before reclassifications | ' | ' | 0 | 0 | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | 0 | ' | ' |
Total other comprehensive income (loss), net of tax | ' | ' | 0 | 0 | ' | ' |
Derivative fair-value adjustments | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 | 0 | 0 | -0.1 |
Other comprehensive income (loss) before reclassifications | ' | ' | 0 | 0 | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | 0.1 | ' | ' |
Total other comprehensive income (loss), net of tax | ' | ' | 0 | 0.1 | ' | ' |
Unrealized gains (losses) on investments, net | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 | 0 | 0 | 0.1 |
Other comprehensive income (loss) before reclassifications | ' | ' | 0 | -0.2 | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | 0.1 | ' | ' |
Total other comprehensive income (loss), net of tax | ' | ' | $0 | ($0.10) | ' | ' |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Loss 2 (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Interest expense | ($53.50) | ($56.30) | ($165.40) | ($166) |
Benefit for income taxes on continuing operations | 3.4 | -15.9 | -19.2 | -31.4 |
Net income (loss) | 419.9 | -19 | 411.1 | -49.6 |
Other expense, net | 0 | 0 | 0 | -0.2 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Derivative fair-value adjustments | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Interest expense | 0 | 0 | 0 | -0.1 |
Benefit for income taxes on continuing operations | 0 | 0 | 0 | 0 |
Net income (loss) | 0 | 0 | 0 | -0.1 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized gains (losses) on investments, net | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Benefit for income taxes on continuing operations | 0 | 0 | 0 | -0.1 |
Net income (loss) | 0 | 0 | 0 | -0.1 |
Other expense, net | 0 | 0 | 0 | -0.2 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Foreign currency translation adjustments | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Net income (loss) | 0.3 | 0 | 0.3 | 0 |
Income from discontinued operations before income taxes | 0.3 | 0 | 0.3 | 0 |
Provision for income taxes on discontinued operations | $0 | $0 | $0 | $0 |
Postretirement_Defined_Benefit2
Postretirement Defined Benefit Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Number of postretirement defined benefit plans | ' | ' | 2 | ' |
Minimum number of years of service at December 31, 2000 for retirees who retired prior to December 31, 2002 to be eligible to participate in the medical postretirement plan | ' | ' | '20 years | ' |
Interest cost | $0.10 | $0.10 | $0.30 | $0.30 |
Net postretirement benefit cost | $0.10 | $0.10 | $0.30 | $0.30 |
LongTerm_Debt_1_Details
Long-Term Debt 1 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 24, 2012 |
In Millions, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Capital Lease Obligations | $3.20 | $3.10 | ' |
Unamortized original issue discount, original issue premium and acquisition accounting-related fair value discount | -155.3 | -271.9 | ' |
Debt and Capital Lease Obligations | 1,929.30 | 1,847.80 | ' |
Less current maturities | -90 | -78.5 | ' |
Long-term Debt, net of current maturities | 1,839.30 | 1,769.30 | ' |
1,900.0 Senior Secured Credit Facilities [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Secured Debt | 1,370.80 | 1,406 | ' |
Total Extended Term Loans [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Secured Debt | ' | ' | 973 |
Extended Term Loans [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Secured Debt | 625.5 | 677.4 | 692.8 |
Non-Extended Term Loans [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Secured Debt | 0 | 728.6 | 729 |
Tranche B-3 Term Loans [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Secured Debt | 745.3 | 0 | ' |
9.750% Senior Secured Notes due 2018 [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Secured Debt | 285 | 235 | ' |
Senior Floating Rate Notes due 2015 [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Subordinated Debt | 204.3 | 204.3 | ' |
9.50% Senior Fixed Rate Notes due 2015 [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Subordinated Debt | $221.30 | $271.30 | ' |
LongTerm_Debt_2_Details
Long-Term Debt 2 (Details) (Tranche B-3 Term Loans [Member], Secured Debt [Member], USD $) | Sep. 30, 2013 | Apr. 26, 2013 | Apr. 26, 2013 | Apr. 26, 2013 | Apr. 26, 2013 | Apr. 26, 2013 | Apr. 26, 2013 | Apr. 26, 2013 |
In Millions, unless otherwise specified | Minimum [Member] | Option 1 Rate Per Annum equal to the higher of [Member] | Option 1 Rate Per Annum equal to the higher of [Member] | Option 1 Rate Per Annum equal to the higher of [Member] | Option 2 Rate Per Annum equal to [Member] | Option 2 Rate Per Annum equal to [Member] | ||
Minimum [Member] | Prime Rate of Credit Suisse [Member] | Federal Funds Rate Plus 0.5% [Member] | Minimum [Member] | Reserve Adjusted LIBOR Interest Rate [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Original Loan Principal Amount | ' | $750 | ' | ' | ' | ' | ' | ' |
Springing maturity date expressed in number of days prior to the maturity date of outstanding debt | ' | '90 days | ' | ' | ' | ' | ' | ' |
Annual Repayment of a Loan Expressed as a Percentage of the Original Principal Amount | ' | 2.50% | ' | ' | ' | ' | ' | ' |
Minimum annual amount of aggregate amortization of all TrancheB-3 Term Loans and other debt sharing liens | ' | ' | $75 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate at Period End | 7.00% | ' | ' | ' | ' | ' | ' | ' |
Fixed Percentage Added to the Federal Funds Effective Rate | ' | ' | ' | ' | ' | 0.50% | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | 4.50% | 4.50% | ' | 5.50% |
Floor Interest Rate Percentage Of A Variable Interest Rate Instrument | ' | ' | ' | 2.50% | ' | ' | 1.50% | ' |
LongTerm_Debt_3_Details
Long-Term Debt 3 (Details) (USD $) | Feb. 20, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 20, 2013 | Sep. 30, 2013 | Feb. 20, 2013 | Feb. 20, 2013 |
Revolving Facility [Member] | Revolving Facility [Member] | Revolving Facility [Member] | Revolving Facility [Member] | Revolving Facility [Member] | Revolving Facility [Member] | Revolving Facility [Member] | Revolving Facility [Member] | Letter of Credit Subfacility [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | |
Minimum [Member] | Maximum [Member] | LIBOR [Member] | LIBOR [Member] | Alternative Base Rate [Member] | Alternative Base Rate [Member] | Alternative Base Rate [Member] | Revolving Facility [Member] | Revolving Facility [Member] | Letter of Credit Subfacility [Member] | Letter of Credit Subfacility [Member] | Swingline Sub-facility [Member] | |||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80,000,000 | ' | $30,000,000 | $10,000,000 |
Percentage multiplier to calculate borrowing base of revolving loan | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of liquidation value of eligible inventory to calculate borrowing base | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of eligible inventory to calculate borrowing base | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Current Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,700,000 | ' | ' | ' | ' |
Line of Credit Facility, Borrowing Capacity Increase (Decrease), Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,600,000 | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Debt Instrument, Unused Borrowing Capacity, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,300,000 | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,400,000 | ' | ' |
Springing maturity date expressed in number of days prior to the maturity date of outstanding debt | '91 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | 1.75% | 2.25% | ' | 0.75% | 1.25% | ' | ' | ' | ' | ' | ' |
Fixed Percentage Added to the Federal Funds Effective Rate | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed Percentage Added to one month LIBOR rate | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | 0.38% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Applied to Prior Quarter Average Utilization to Determine Commitment Fee Percentage | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Letter of Credit Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' |
LongTerm_Debt_4_Details
Long-Term Debt 4 (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||||||||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 04, 2007 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 24, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 24, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 24, 2012 | Apr. 04, 2007 | Apr. 04, 2007 | Mar. 31, 2012 | Jul. 24, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Apr. 04, 2007 | Apr. 04, 2007 | Apr. 04, 2007 | Apr. 04, 2007 | Jul. 24, 2012 | Apr. 04, 2007 | Jul. 24, 2012 | Apr. 04, 2007 | Jul. 24, 2012 | Jul. 24, 2012 |
1,900.0 Senior Secured Credit Facilities [Member] | 1,900.0 Senior Secured Credit Facilities [Member] | Total Extended Term Loans [Member] | Extended Term Loans [Member] | Extended Term Loans [Member] | Extended Term Loans [Member] | Non-Extended Term Loans [Member] | Non-Extended Term Loans [Member] | Non-Extended Term Loans [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Prime Rate of Credit Suisse [Member] | Prime Rate of Credit Suisse [Member] | Federal Funds Rate Plus 0.5% [Member] | Federal Funds Rate Plus 0.5% [Member] | Reserve Adjusted LIBOR Interest Rate [Member] | Reserve Adjusted LIBOR Interest Rate [Member] | ||||
1,900.0 Senior Secured Credit Facilities [Member] | Term Loan [Member] | Term Loan [Member] | Extended Term Loans [Member] | Extended Term Loans [Member] | Non-Extended Term Loans [Member] | Non-Extended Term Loans [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | Revolving Credit Sub-Facility Member [Member] | Option 1 Rate Per Annum equal to the higher of [Member] | Option 1 Rate Per Annum equal to the higher of [Member] | Option 1 Rate Per Annum equal to the higher of [Member] | Option 1 Rate Per Annum equal to the higher of [Member] | Option 2 Rate Per Annum equal to [Member] | Option 2 Rate Per Annum equal to [Member] | |||||||||||||
Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | |||||||||||||||||||||||
Extended Term Loans [Member] | Non-Extended Term Loans [Member] | Extended Term Loans [Member] | Non-Extended Term Loans [Member] | Extended Term Loans [Member] | Non-Extended Term Loans [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured Debt | ' | ' | ' | $1,370.80 | $1,406 | $973 | $625.50 | $677.40 | $692.80 | $0 | $728.60 | $729 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Springing maturity date expressed in number of days prior to the maturity date of 2015 Senior Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Long-term Debt | 786.5 | 324 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 280.2 | ' | 726.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual Repayment of a Loan Expressed as a Percentage of the Original Principal Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate at Period End | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed Percentage added to Federal Funds Rate prior to Applicable Margin Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.50% | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | 1.50% | 4.25% | 1.50% | 5.25% | 2.50% |
Original Loan Principal Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | 60 | 30 | ' | ' | ' | ' | ' | ' |
Aggregate Principal Amount Of Incremental Indebtedness Permitted Under Certain Circumstances | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of Outstanding Voting Stock | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Excess Cash Flow As Defined In The Credit Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of The Net Proceeds Of Certain Issuances, Offerings Or Placements Of Debt Obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess Cash Flow Prepayment of Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Outstanding principal Amount to Prepay if Change of Control Occurs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Principal Amount to be prepaid with proceeds of certain asset sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_5_Details
Long-Term Debt 5 (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 04, 2007 | Sep. 30, 2013 | 1-May-07 | Jun. 19, 2013 | Jun. 30, 2013 | 1-May-07 | 20-May-13 | Jul. 24, 2012 | Jul. 24, 2012 | Sep. 30, 2013 | 1-May-07 |
Senior Subordinated Notes [Member] | Senior Floating Rate Notes due 2015 [Member] | Senior Floating Rate Notes due 2015 [Member] | 9.50% Senior Fixed Rate Notes due 2015 [Member] | 9.50% Senior Fixed Rate Notes due 2015 [Member] | 9.50% Senior Fixed Rate Notes due 2015 [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Applicable LIBOR Rate As Defined in the Indenture [Member] | |||
9.750% Senior Secured Notes due 2018 [Member] | 9.750% Senior Secured Notes due 2018 [Member] | Extended Term Loans [Member] | Extended Term Loans [Member] | Senior Floating Rate Notes due 2015 [Member] | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | $305 | ' | ' | $310 | $50 | $235 | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | 9.50% | ' | 9.75% | ' | ' | ' |
Floor Interest Rate Percentage Of A Variable Interest Rate Instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.75% |
Debt Instrument, Interest Rate at Period End | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | 5.40% | ' |
Percentage of Outstanding principal Amount to Prepay if Change of Control Occurs | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Principal Amount to be prepaid with proceeds of certain asset sales | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Long-term Debt | 786.5 | 324 | ' | ' | ' | ' | ' | ' | ' | ' | 280.2 | ' | ' |
Bond Issuance Price | ' | ' | ' | ' | ' | ' | ' | ' | 109.00% | ' | ' | ' | ' |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | 50 | 50 | ' | ' | ' | ' | ' | ' |
Amt of Notes Required to be Repurchased by Company (If Greater Than 50% of Excess Cash Flows) in the event secured leverage ratio exceeds certain levels | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' |
Percentage of Excess Cash Flows to be used to Repurchase Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Redemption Price Expressed As a Percentage of Principal Amt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' |
LongTerm_Debt_6_Details
Long-Term Debt 6 (Details) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 19, 2012 | Jan. 25, 2012 | Jan. 25, 2012 | Jan. 25, 2012 | Jan. 25, 2012 |
Revolving Credit Agreement With Macandrews & Forbes Group Llc [Member] | Revolving Credit Agreement With Macandrews & Forbes Group Llc [Member] | Secured Debt [Member] | Faneuil Option 1 Rate Per Annum Equal To [Member] | Faneuil Option 2 Rate Per Annum Equal To [Member] | |||
Faneuil Revolving Credit Facility [Member] | LIBOR [Member] | Prime Rate [Member] | |||||
Faneuil Revolving Credit Facility [Member] | Faneuil Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | $25 | $35.50 | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | 2.50% | -1.25% |
Repayments of Long-term Debt | 786.5 | 324 | ' | ' | 25.6 | ' | ' |
Extinguishment of Faneuil debt to parent | $0 | $25.40 | $25 | ' | ' | ' | ' |
LongTerm_Debt_7_Details
Long-Term Debt 7 (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 19, 2013 | Jun. 30, 2013 | Jul. 24, 2012 | Jun. 30, 2013 |
9.50% Senior Fixed Rate Notes due 2015 [Member] | 9.50% Senior Fixed Rate Notes due 2015 [Member] | Secured Debt [Member] | Secured Debt [Member] | ||||||
Extended Term Loans [Member] | Non-Extended Term Loans [Member] | ||||||||
Extinguishment of Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Long-term Debt | ' | ' | ' | $786.50 | $324 | ' | ' | $280.20 | $726.60 |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | 50 | 50 | ' | ' |
Loss on early extinguishment of debt | $0 | $61 | $34.20 | $61 | $34.20 | ' | ' | ' | ' |
LongTerm_Debt_8_Details
Long-Term Debt 8 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
In Millions, unless otherwise specified | Capital Lease Obligations [Member] | ||
Capital Lease Obligations [Abstract] | ' | ' | ' |
Capital Lease Obligations | $3.20 | $3.10 | ' |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | ' | ' | 0.00% |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | ' | ' | 9.60% |
Remaining in 2013 | 0.5 | ' | ' |
2014 | 1.7 | ' | ' |
2015 | 0.5 | ' | ' |
2016 | 0.4 | ' | ' |
2017 | $0.10 | ' | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | |||||
Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | |||||
June 30, 2009 3-Yr Interest Rate Contract Notional Amount $350 [Member] | September 30, 2009 3-Yr Interest Rate Contract Notional Amount $250 [Member] | June 30, 2010 3-Yr Interest Rate Contract Notional Amount $255 [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | |||||
Other current liabilities [Member] | Other current liabilities [Member] | ||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Notional Amount | ' | ' | ' | ' | $350,000,000 | $250,000,000 | $255,000,000 | ' | ' | ' | ' | ' | ' |
Derivative, Fixed Interest Rate | ' | ' | ' | ' | 2.35% | 2.14% | 1.26% | ' | ' | ' | ' | ' | ' |
Derivative Liabilities, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 1,300,000 |
Loss reclassified from other comprehensive income into interest expense (effective portion) | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 100,000 | ' | ' |
Loss recognized in interest expense (ineffective portion) | ' | ' | ' | ' | ' | ' | ' | 0 | 300,000 | 0 | 1,800,000 | ' | ' |
Balances and net changes in other comprehensive loss (income) related to derivative instruments [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Loss reclassified from accumulated other comprehensive loss into interest expense, net of taxes of $0.0 | 0 | 0 | 0 | 100,000 | ' | ' | ' | ' | ' | ' | -100,000 | ' | ' |
Balance at end of period | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' |
Fair_Value_Measurements_1_Deta
Fair Value Measurements 1 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | Equity Securities [Member] | Equity Securities [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] |
Harland Clarke Segment [Member] | Harland Clarke Segment [Member] | Scantron Segment [Member] | Faneuil [Member] | Interest Rate Swap [Member] | Equity Securities [Member] | Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Interest Rate Swap [Member] | Equity Securities [Member] | Equity Securities [Member] | Interest Rate Swap [Member] | Equity Securities [Member] | Equity Securities [Member] | Interest Rate Swap [Member] | Equity Securities [Member] | Equity Securities [Member] | ||||||||||
Nonrecurring Fair Value Measurements [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of Long-Lived Assets Held-for-use | ' | ' | $0.20 | $0.20 | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of Intangible Assets, Finite-lived | ' | ' | ' | ' | 0.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recurring Fair Value Measurements [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale Securities, Fair Value Disclosure | 0.1 | 0.1 | ' | ' | ' | ' | ' | 0.1 | 0.1 | ' | 0.1 | 0.1 | ' | 0 | 0 | ' | 0 | 0 |
Liability for interest rate swaps | ' | ' | ' | ' | ' | ' | $1.30 | ' | ' | $0 | ' | ' | $1.30 | ' | ' | $0 | ' | ' |
Fair_Value_Measurements_2_Deta
Fair Value Measurements 2 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Fair Value of Financial Instruments [Abstract] | ' | ' |
Carrying Value of Long-term Debt | $1,929.30 | $1,847.80 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value of Financial Instruments [Abstract] | ' | ' |
Fair Value of Long-term Debt | 2,080.70 | 1,984.40 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' |
Fair Value of Financial Instruments [Abstract] | ' | ' |
Carrying Value of Long-term Debt | $1,929.30 | $1,847.80 |
Investments_Details
Investments (Details) (USD $) | 9 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Equity Securities [Member] | Equity Securities [Member] | US Treasury Securities [Member] | Transactis, Inc. [Member] | Other noncurrent assets [Member] | Other noncurrent assets [Member] | |||
Equity Method Investments [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | 15.60% | ' | ' |
Equity Method Investment, Aggregate Cost | ' | ' | ' | ' | ' | $7 | ' | ' |
Equity Method Investments | ' | ' | ' | ' | ' | ' | 6.4 | 6.9 |
Marketable Securities [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale Securities, Amortized Cost Basis | ' | ' | 0.1 | 0.1 | ' | ' | ' | ' |
Available-for-sale Securities, Gross Unrealized Gains To Date | ' | ' | 0 | 0 | ' | ' | ' | ' |
Available-for-sale Securities, Gross Unrealized Loss To Date | ' | ' | 0 | 0 | ' | ' | ' | ' |
Available-for-sale Securities, Fair Value Disclosure | ' | ' | 0.1 | 0.1 | ' | ' | ' | ' |
Proceeds from sale of marketable securities | 0 | 56.3 | ' | ' | 56.3 | ' | ' | ' |
Available-for-sale Securities, Gross Realized Losses | ' | ' | ' | ' | $0.20 | ' | ' | ' |
Restructuring_Details
Restructuring (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Expensed | $1.60 | $11.60 | $14.90 | $16.20 |
Harland Clarke and Corporate [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 8.8 | 7.5 |
Expensed | ' | ' | 7.9 | 9.1 |
Paid in Cash | ' | ' | -6 | -6.5 |
Non-Cash Utilization | ' | ' | -4.3 | -0.8 |
Ending Balance | 6.4 | 9.3 | 6.4 | 9.3 |
Restructuring and Related Cost, Expected Cost | ' | ' | 1.6 | ' |
Harland Clarke and Corporate [Member] | Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 6.4 | 4.5 |
Expensed | ' | ' | 1.2 | 7.5 |
Paid in Cash | ' | ' | -4.1 | -5.1 |
Non-Cash Utilization | ' | ' | 0 | 0 |
Ending Balance | 3.5 | 6.9 | 3.5 | 6.9 |
Harland Clarke and Corporate [Member] | Facilities closure and other costs [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 2.4 | 3 |
Expensed | ' | ' | 6.7 | 1.6 |
Paid in Cash | ' | ' | -1.9 | -1.4 |
Non-Cash Utilization | ' | ' | -4.3 | -0.8 |
Ending Balance | 2.9 | 2.4 | 2.9 | 2.4 |
Scantron Segment [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 4.1 | 3.4 |
Expensed | ' | ' | 6.6 | 5.3 |
Paid in Cash | ' | ' | -7.2 | -4.2 |
Non-Cash Utilization | ' | ' | -0.8 | 0 |
Ending Balance | 2.7 | 4.5 | 2.7 | 4.5 |
Number of lease facility closures | ' | ' | 4 | ' |
Scantron Segment [Member] | Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 3.2 | 2 |
Expensed | ' | ' | 4 | 4.1 |
Paid in Cash | ' | ' | -5.2 | -3 |
Non-Cash Utilization | ' | ' | 0 | 0 |
Ending Balance | 2 | 3.1 | 2 | 3.1 |
Scantron Segment [Member] | Facilities closure and other costs [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 0.9 | 1.4 |
Expensed | ' | ' | 2.6 | 1.2 |
Paid in Cash | ' | ' | -2 | -1.2 |
Non-Cash Utilization | ' | ' | -0.8 | 0 |
Ending Balance | 0.7 | 1.4 | 0.7 | 1.4 |
Faneuil Segment [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 0.8 | 0 |
Expensed | ' | ' | 0.4 | 1.8 |
Paid in Cash | ' | ' | -0.8 | -0.3 |
Ending Balance | 0.4 | 1.5 | 0.4 | 1.5 |
Faneuil Segment [Member] | Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 0.6 | 0 |
Expensed | ' | ' | 0.4 | 0.9 |
Paid in Cash | ' | ' | -0.7 | 0 |
Ending Balance | 0.3 | 0.9 | 0.3 | 0.9 |
Faneuil Segment [Member] | Facilities closure and other costs [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 0.2 | 0 |
Expensed | ' | ' | 0 | 0.9 |
Paid in Cash | ' | ' | -0.1 | -0.3 |
Ending Balance | $0.10 | $0.60 | $0.10 | $0.60 |
Transactions_with_Related_Part1
Transactions with Related Parties (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 27, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | MacAndrews [Member] | M F Worldwide Corp. [Member] | M F Worldwide Corp. [Member] | M F Worldwide Corp. [Member] | M F Worldwide Corp. [Member] | M F Worldwide Corp. [Member] | M F Worldwide Corp. [Member] | ||||
Directors And Officers Insurance Program [Member] | Directors And Officers Insurance Program [Member] | Directors And Officers Insurance Program [Member] | Notes Receivable [Member] | Notes Receivable [Member] | Notes Receivable [Member] | Notes Receivable [Member] | Notes Receivable [Member] | Services provided to the Company [Member] | Services provided to the Company [Member] | Services provided to the Company [Member] | Services provided to the Company [Member] | ||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets | $41.80 | ' | $56.70 | ' | ' | ' | ' | $0.70 | ' | $0.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | 57.1 | ' | 63 | ' | ' | ' | ' | 1.1 | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Purchases from Related Party | ' | ' | ' | ' | ' | ' | ' | 1 | 1.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction Payments Made Under Income Tax Sharing Agreements | ' | ' | ' | 228.3 | 22.4 | 270.3 | 70.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Lending Amount Per Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' | ' | ' |
Loans Receivable, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' |
Notes Receivable, Related Parties, Noncurrent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' | ' | ' |
Notes Receivable, Related Parties, Current | 30 | ' | 30 | ' | ' | ' | ' | ' | ' | ' | 30 | ' | 30 | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Interest Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.2 | 0.2 | 0.5 | 0.6 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Related Party Interest Received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.2 | 0.2 | 0.5 | 0.6 | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.6 | 0.6 | 2 | 2 |
Dividend paid to parent | $29.20 | $25.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29.20 | $25.80 | ' | ' | ' | ' |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 16, 2013 | Oct. 18, 2013 |
Completion of Sale of Faneuil, Inc. [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Subsequent Event, Date | ' | 18-Oct-13 |
Proceeds from Divestiture of Businesses | $1,200 | $25 |
Noncash or Part Noncash Divestiture, Amount of Consideration Received | ' | $25 |
Noncash Or Part Noncash Divestiture Number of Common Shares as Consideration Received | ' | 3 |