HARLAND JOHN H CO
10-Q, 2000-05-15
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            United States Securities and Exchange Commission
                         Washington, D.C. 20549
                               FORM 10-Q

 (Mark One)
 (x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended March 31, 2000

	                            OR

 ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

      For the transition period from __________________ to ________________

                      Commission file number 1-6352

                         JOHN H. HARLAND COMPANY
         (Exact name of registrant as specified in its charter)

           GEORGIA                          58-0278260
 (State or other jurisdiction of        (I.R.S. Employer
 incorporation or organization)        Identification No.)

         2939 Miller Rd.
         Decatur, Georgia                      30035
 (Address of principal executive offices)    (Zip code)

                             (770) 981-9460
          (Registrant's telephone number, including area code)

                                (Not Applicable)
 (Former name, former address and  former fiscal year, if changed since
 last report.)

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

 The number of shares of the Registrant's Common Stock outstanding on
 April 28, 2000 was 28,358,342.
                                     -1-
<PAGE>

 PART I. FINANCIAL INFORMATION

 Item 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS


                                 ASSETS
                                 ------

(In thousands, except share and               March 31,    December 31,
  per share amounts)                              2000          1999
 ----------------------------------------------------------------------

                                             (Unaudited)
  CURRENT ASSETS:
  <S>                                        <C>           <C>
  Cash and cash equivalents                  $  52,681     $  49,823
  Accounts receivable, net                      56,948        60,901
  Inventories                                   20,989        23,411
  Deferred income taxes                         11,350        12,664
  Other                                          5,243         6,249
                                             ----------    ----------
  Total current assets                         147,211       153,048
                                             ----------    ----------

  INVESTMENTS AND OTHER ASSETS:

  Investments                                   23,526        23,167
  Goodwill and other intangibles - net          60,915        61,213
  Deferred income taxes                          9,748         9,911
  Other                                         32,513        32,070
                                             ----------    ----------
  Total investments and other assets           126,702       126,361
                                             ----------    ----------

  PROPERTY, PLANT AND EQUIPMENT                280,103       272,555
  Less accumulated depreciation
     and amortization                          166,742       160,559
                                             ----------    ----------
  Property, plant and equipment - net          113,361       111,996
                                             ----------    ----------

  Total                                      $ 387,274     $ 391,405
                                             ==========    ==========

  <FN>
  See Notes to Condensed Consolidated Financial Statements.
  </FN>
  </TABLE>

                                     -2-
  <PAGE>

  <TABLE>
  <CAPTION>
                JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS

                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  ------------------------------------

 (In thousands, except share and               March 31,    December 31,
  per share amounts)                              2000          1999
 ----------------------------------------------------------------------

                                             (Unaudited)
  CURRENT LIABILITIES:
  <S>                                        <C>           <C>
  Accounts payable - trade                   $  21,966     $  29,587
  Deferred revenues                             20,059        22,471
  Accrued liabilities:
     Salaries, wages and employee benefits      22,718        25,793
     Taxes                                       9,381         6,284
     Other                                      16,787        14,598
                                             ----------    ----------
  Total current liabilities                     90,911        98,733
                                             ----------    ----------

  LONG-TERM LIABILITIES:

  Long-term debt, less current maturities      106,439       106,446
  Other                                         17,448        17,200
                                             ----------    ----------
  Total long-term liabilities                  123,887       123,646
                                             ----------    ----------
  Total liabilities                            214,798       222,379
                                             ----------    ----------
  SHAREHOLDERS' EQUITY:

  Series preferred stock, authorized 500,000
     shares of $1.00 par value, none issued
  Common stock, authorized 144,000,000
     shares of $1.00 par value,
     37,907,497 shares issued                   37,907        37,907
  Retained earnings                            334,506       326,049
  Accumulated other comprehensive
    income                                      19,479        19,091
  Unamortized restricted stock award            (1,664)         (415)
                                             ----------    ----------
  Total shareholders' equity                   390,228       382,632
  Less 9,550,074 and 9,263,895 shares
     of treasury stock - at cost,
     respectively                              217,752       213,606
                                             ----------    ----------
 Shareholders' equity - net                    172,476       169,026
                                             ----------    ----------

  Total                                      $ 387,274     $ 391,405
                                             ==========    ==========

  <FN>
  See Notes to Condensed Consolidated Financial Statements.
  </FN>
  </TABLE>
                                     -3-
  <PAGE>
  <TABLE>
  <CAPTION>
                JOHN H. HARLAND COMPANY AND SUBSIDIARIES
   CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2000
                            AND APRIL 2, 1999
                              (Unaudited)

  (In thousands, except
    per share amounts)                           2000          1999
 --------------------------------------------------------------------------
 <S>                                         <C>           <C>
 NET SALES                                   $ 176,702     $ 178,744
                                             ----------    ----------
 COST AND EXPENSES:
 Cost of sales                                 108,995       111,925
 Selling, general and
   administrative expenses                      46,420        46,575
 Amortization of intangibles                     1,499         1,508
                                             ----------    ----------
 Total                                         156,914       160,008
                                             ----------    ----------

 INCOME FROM OPERATIONS                         19,788        18,736
                                             ----------    ----------
 OTHER INCOME(EXPENSE):
 Interest expense                               (1,708)       (1,799)
 Other _ net                                       808            41
                                             ----------    ----------
 Total
                                                  (900)       (1,758)
                                             ----------    ----------

 INCOME BEFORE INCOME TAXES                     18,888        16,978
 INCOME TAXES                                    7,366         6,961
                                             ----------    ----------
 NET INCOME                                     11,522        10,017

 RETAINED EARNINGS AT
   BEGINNING OF PERIOD                         326,049       293,425
                                             ----------    ----------
                                               337,571       303,442
 Cash dividends                                 (2,120)       (2,333)
 Issuance of treasury and deferred shares
    under stock plans                             (945)         (701)
                                             ----------    ----------
 RETAINED EARNINGS AT END
   OF PERIOD                                 $ 334,506     $ 300,408
                                             ==========    ==========
 WEIGHTED AVERAGE SHARES
    OUTSTANDING:
      BASIC                                     28,411        31,123
      DILUTED                                   28,901        31,450
                                             ==========    ==========
 EARNINGS PER COMMON SHARE:
      BASIC                                  $     .41     $     .32
      DILUTED                                $     .40     $     .32
                                             ==========    ==========
 CASH DIVIDENDS PER
    COMMON SHARE                             $    .075     $    .075
                                             ==========    ==========

 <FN>
 See Notes to Condensed Consolidated Financial Statements.
 </FN>
 </TABLE>

                                     -4-

 <PAGE>
 <TABLE>
 <CAPTION>
                 JOHN H. HARLAND COMPANY AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND APRIL 2, 1999
                               (Unaudited)

 (In thousands)                                       2000         1999
 -----------------------------------------------------------------------------
 <S>                                            <C>           <C>
 OPERATING ACTIVITIES:
 Net income                                     $  11,522     $ 10,017
 Adjustments to reconcile net income to
  net cash provided by operating activities:
  Depreciation and amortization                     9,501        9,242
  Other                                               583          353
  Change in assets and liabilities:
   Deferred income taxes                            1,444          857
   Accounts receivable                              4,025          555
   Inventories and other current assets             3,427        1,707
   Accounts payable and accrued expenses           (7,810)      (7,271)
                                                ----------     --------
 Net cash provided by operating activities         22,692       15,460
                                                ----------     --------
 INVESTING ACTIVITIES:
 Purchases of property, plant and equipment        (8,277)      (4,403)
 Proceeds from sale of property, plant
   and equipment                                       33          125
 Long-term investments and other assets            (3,015)        (298)
                                                ----------     --------
 Net cash used in investing activities            (11,259)      (4,576)
                                                ----------     --------
 FINANCING ACTIVITIES:
 Purchases of treasury stock                       (7,000)           -
 Issuance of treasury stock                           498          618
 Dividends paid                                    (2,120)      (2,333)
 Long-term debt - net                                  (9)        (485)
 Other - net                                           56            3
                                                ----------    ---------
 Net cash used in financing activities             (8,575)      (2,197)
                                                ----------    ---------

 Increase in cash and cash equivalents              2,858        8,687
 Cash and cash equivalents at beginning of period  49,823       42,541
                                                ----------   ----------
 Cash and cash equivalents at end of period     $  52,681    $  51,228
                                                ==========   ==========

 <FN>
 See Notes to Condensed Consolidated Financial Statements.
 </FN>
 </TABLE>

                                     -5-

 <PAGE>

                JOHN H. HARLAND COMPANY AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000
                              (Unaudited)

 1.   Basis of Presentation

 The condensed consolidated financial statements contained in this
 report are unaudited but reflect all adjustments which are, in the
 opinion of management, necessary for a fair presentation of the
 results of operations, financial position and cash flows of the John
 H. Harland Company and subsidiaries ("the Company") for the interim
 periods reflected. Certain information and note disclosures normally
 included in financial statements prepared in accordance with
 generally accepted accounting principles have been omitted pursuant
 to applicable rules and regulations of the Securities and Exchange
 Commission. The results of operations for the interim period reported
 herein are not necessarily indicative of results to be expected for
 the full year.

 2.   Accounting Policies

 The condensed consolidated financial statements included herein
 should be read in conjunction with the consolidated financial
 statements and notes thereto, and the Independent Auditors' Report
 included in the Company's Annual Report on Form 10-K for the year
 ended December 31, 1999 ("1999 Form 10-K").

 Reference is made to the accounting policies of the Company described
 in the notes to consolidated financial statements included in the
 1999 Form 10-K. The Company has consistently followed those policies
 in preparing this report.

 3.   Income Taxes

 The provisions for income taxes for the three months ended March 31,
 2000 and April 2, 1999 were as follows (in thousands):

 <TABLE>
 <CAPTION>
                                                2000             1999
 ------------------------------------------------------------------------
 <S>                                         <C>              <C>
 Current provision                           $  5,922         $  6,104
 Deferred provision                             1,444              857
                                             ---------        ---------

 Total                                       $  7,366         $  6,961
                                             =========        =========

 </TABLE>

 4.   Inventories

 As of March 31, 2000 and December 31, 1999, inventories consisted of
 the following (in thousands):

 <TABLE>
 <CAPTION>
                                                2000            1999

 ------------------------------------------------------------------------
 <S>                                         <C>             <C>
 Raw materials and semi-finished goods       $ 20,489        $ 22,628
 Finished goods                                   195             592
 Hardware component parts                         305             191
                                             ---------       ---------
 Total                                       $ 20,989        $ 23,411
                                             =========       =========



									 -6-
 <PAGE>

 5.   Comprehensive Income

 Other comprehensive income for the Company includes foreign currency
 translation adjustments and unrealized gains on investments. Total
 comprehensive income for the three month periods ended March 31, 2000
 and April 2, 1999 was as follows (in thousands):


</TABLE>
<TABLE>
 <CAPTION>
                                                2000            1999
 ------------------------------------------------------------------------
 <S>                                         <C>            <C>
 Net income:                                 $ 11,522	      $  10,017
 Other comprehensive
  income, net of tax:
   Foreign exchange
     translation adjustments                       56               2
   Unrealized gains on
     investments                                  332          20,945
                                             ---------       ---------
 Comprehensive income                        $ 11,910        $ 30,964
                                             =========       =========
 </TABLE>

									 -7-
 <PAGE>

 6.   Earnings per Common Share

 The computation of basic and diluted earnings per share for the three
 month periods ended March 31, 2000 and April 2, 1999 is as follows
 (in thousands except per share amounts):

 <TABLE>
 <CAPTION>
                                               March 31,       April 2,
                                                  2000            1999
 -----------------------------------------------------------------------

 Computation of basic earnings per common share:
 <S>                                         <C>             <C>
 Numerator
    Net Income                               $ 11,522        $ 10,017
                                             ---------       ---------
  Denominator
    Average weighted shares
    outstanding                                28,373          31,104

    Average weighted deferred
    shares outstanding under
    non-employee directors
    compensation plan                              38              19
                                             ---------       ---------
    Shares outstanding for
    basic earnings per share
    calculation                                28,411          31,123
                                             ---------       ---------
  Basic earnings per share                   $   0.41        $   0.32
                                             =========       =========

 Computation of diluted earnings per common share:

 Numerator
   Net Income                                $ 11,522        $ 10,017
    Reduced interest expense
    on assumed conversions of
    convertible subordinated
    debentures                                     68              79
                                             ---------       ---------
    Net income for diluted
    earnings per share
    calculation                                11,590          10,096
                                             ---------       ---------
  Denominator
    Basic weighted average
    shares outstanding                         28,411          31,123

    Dilutive effect of stock
    options                                       229              39

    Assumed conversions
    of convertible subordinated
    debentures                                    261             288
                                             ---------       ---------
    Shares outstanding for
    diluted earnings per share
    calculation                                28,901          31,450
                                             ---------       ---------

 Diluted earnings per share                  $   0.40        $   0.32
                                             =========       =========
 </TABLE>

									 -8-

 <PAGE>

 7.   Business Segments

 The Company operates its business in two segments. The Financial
 Services segment ("FS") includes printed products (checks and bank forms)
 and marketing services (database marketing software, direct marketing
 services, and loan and deposit origination software sold primarily to
 financial institutions).

 The Scantron segment ("Scantron") represents products and services
 sold by the Company's Scantron subsidiary including optical mark
 reading ("OMR") equipment, scannable forms, survey solutions and
 field maintenance. Scantron sells these products and services to the
 commercial, financial and education markets.

 The Company's operations are primarily in the United States and Puerto
 Rico. There were no significant inter-segment sales and no material
 amounts of the Company's sales are dependent upon a single customer.
 Equity investments, as well as foreign assets, are not significant to
 the consolidated results of the Company. The Company's accounting
 policies for segments are the same as those referred to in Note 2.
 Management evaluates segment performance based on segment income or
 loss before income taxes. Segment income or loss includes restructuring
 charges, software and other development and acquired in-process
 research and development costs written off but excludes interest
 income, interest expense and certain other non-operating gains and
 losses that are considered corporate items. Total assets of each
 business segment did not change materially from the amount disclosed in
 the 1999 Form 10-K.

 Selected summarized financial information for 2000 and 1999 periods
 were as follows (in thousands):

 <TABLE>
 <CAPTION>
                                   Business Segment
                               ------------------------ Corporate  Consol-
                                  FS        Scantron    and Other   idated
 -----------------------------------------------------------------------------
 <S>                           <C>          <C>         <C>        <C>
 Quarter ended March 31, 2000
 Net Sales                     $  154,209   $  22,493              $ 176,702
 Income (loss)                     30,047       3,398
                                                        $ (14,557)    18,888

 Quarter ended April 2, 1999
 Net Sales                     $  156,576   $  22,168              $ 178,744
 Income (loss)                     29,248       2,882   $ (15,152)    16,978


 </TABLE>

                                     -9-
 <PAGE>

 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS

 The Company operates its business in two segments. The Financial
 Services segment ("FS") includes printed products (checks and bank forms)
 and marketing services (database marketing software, direct marketing
 services, and loan and deposit origination software sold primarily to
 financial institutions).

 The Scantron segment ("Scantron") represents products and services
 sold by the Company's Scantron subsidiary including optical mark
 reading ("OMR") equipment, scannable forms, survey solutions and
 field maintenance. Scantron sells these products and services to the
 commercial, financial and education markets.

 RESULTS OF OPERATIONS FIRST QUARTER 2000 VERSUS 1999

 Consolidated net sales for the quarter ended March 31, 2000 were
 $176.7 million compared to $178.7 million for the quarter ended
 April 2, 1999. FS sales totaled $154.2 million and $156.6 million and
 Scantron's sales totaled $22.5 million and $22.2 million for the
 first quarters of 2000 and 1999, respectively. The decrease of $2.4
 million in FS sales was incurred in printed products and also in the
 software portion of marketing services (database marketing software
 and loan and deposit origination software). Increased sales in direct
 marketing services reduced the overall decrease. Volumes for checks
 decreased in 2000 from 1999 primarily due to the intercompany
 transfer of brokerage check production to Direct Marketing
 operations, the decline in the orders received from a direct check
 marketer, the favorable impact of a large conversion in 1999, and the
 loss of major customers due to mergers and acquisitions. Scantron's
 sales increased 1.5% to $22.5 million. This increase was essentially
 a 7% increase when considering the impact from the sale of Scantron
 Quality Computers which occurred in December 1999. The sales increase
 came primarily from OMR equipment products and forms sales and as
 well as from survey products and services.

 Consolidated gross profit increased 1.3% in the first quarter of 2000
 from the first quarter of 1999 and increased as a percentage of sales
 from 37.4% in 1999 to 38.3% in 2000. An increase in FS margin, which
 improved to 36.7% in 2000 from 35.9% in 1999, continued to drive the
 overall improvement. The higher FS margins were due primarily to
 plant consolidations during 1999 which lowered per unit costs of
 manufacturing. Scantron's gross profit as a percentage of sales
 improved to 49.2% in 2000 from 47.8% in 1999 primarily due to the
 previously mentioned sale of one of its divisions which had low gross
 margins.

 Consolidated selling, general and administrative expenses decreased
 by $0.2 million in the first quarter of 2000 from 1999. These
 expenses as a percentage of sales did not change significantly at
 26.3% in 2000 compared to 26.1% in 1999. Amortization of intangibles
 decreased by 0.6% from the first quarter of 2000 compared to the
 first quarter of 1999.

 Consolidated income from operations increased $1.1 million from the
 first quarter of 1999, primarily reflecting gross margin improvements
 realized by the Company's businesses.

 Other income (expense) was an expense of $0.9 million in the first
 quarter of 2000, which was a decrease of $0.9 million from net
 expense of $1.8 million in 1999.

 Consolidated income before income taxes increased $1.9 million
 compared to the first quarter of 1999.

 The Company's consolidated effective income tax rate for the first
 quarter of 2000 was 39% compared to 41% for the first quarter of
 1999. The rate change reflected improved earnings which reduced the
 impact of non-deductible goodwill.

 The Company's net income for the first quarter of 2000 was $11.5
 million compared to $10.0 million for 1999. Basic and diluted
 earnings per share were $0.41 and $0.40, respectively for the first
 quarter of 2000 compared to basic and diluted earnings per share of
 $0.32 for the same period in 1999. Earnings per share in 2000 were


                                     -10-
 <PAGE>

 favorably impacted by the Company's repurchase of 3,040,000 shares
 from April 1999 through March 2000. The reduction in shares
 outstanding favorably impacted earnings per share on a net basis by
 approximately $0.01.

 FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

 Cash flows provided by operating activities for the first three
 months of 2000 were $22.7 million compared to $15.5 million for the
 first three months of 1999. The primary uses of funds in the first
 three months of 2000 were for capital expenditures, repurchases of
 common stock and dividend payments.

 In April 1999, the Company authorized the repurchase of up to 3.1
 million shares or 10% of the Company's outstanding common stock.
 Shares repurchased under the program can be held in treasury, used
 for acquisitions, used to fund the Company's stock benefit and
 compensation plans or for other corporate purposes. As of March 31,
 2000, the Company had purchased 3,040,000 shares of common stock. The
 total expended to date has been $56.5 million, representing an
 average of $18.58 per share. The Company funded the purchases from
 current cash flows. In March 2000, the Company approved the extension
 of this program to include up to an additional 2.9 million shares of
 common stock.

 Purchases of property, plant and equipment totaled $8.3 million in
 the first three months of 2000, compared to $4.4 million in 1999. The
 increase in capital expenditures is primarily related to digital
 printing equipment purchases. In January 2000, the Company entered
 into a purchase agreement to purchase digital printing equipment with
 an aggregate commitment of $21.3 million (2000 - $11.4 million, 2001
 - $9.9 million).

 As of March 31, 2000, the Company's asset balances include a net
 unrealized gain of $19.3 million related to the Company's investment
 in Bottomline Technologies, Inc. The unrealized gain is recorded as a
 component of accumulated other comprehensive income in the
 shareholders' equity section of the balance sheet.

 The Company has unsecured lines of credit which provide for
 borrowings up to $61.0 million. As of March 31, 2000, the Company had
 no outstanding balances under these lines of credit.

 On March 31, 2000, the Company had $52.7 million in cash and cash
 equivalents. The Company believes that its current cash position,
 funds from operations and the availability of funds under its lines
 of credit will be sufficient to meet anticipated requirements for
 working capital, dividends, capital expenditures and other corporate
 needs. Management is not aware of any condition that would materially
 alter this trend. The Company also believes that it possesses
 sufficient unused debt capacity and access to equity capital markets
 to pursue additional acquisition opportunities.

 ACCOUNTING PRONOUNCEMENTS

 In June 1998, the Financial Accounting Standards Board issued
 Statement of Financial Accounting Standards No. 133, "Accounting for
 Derivative Instruments and Hedging Activities" ("SFAS 133"). This
 Statement requires companies to record derivatives on the balance
 sheet as assets or liabilities, measured at fair value. Gains and
 losses resulting from changes in the fair market values of those
 derivative instruments would be accounted for depending on the use of
 the instrument and whether it qualifies for hedge accounting. SFAS
 133 will be effective for the Company beginning January 1, 2001.
 Management is evaluating the impact, if any, that this statement may
 have on the company's financial statements.

                                     -11-
 <PAGE>

 OUTLOOK

 The Company's operating results were positively impacted by a number
 of factors, including significant improvements in gross margins for
 its checks business and growth in direct marketing revenues. The
 Company will continue to consolidate printing facilities, install new
 equipment and develop systems and processes in an effort to increase
 profitability and improve service in its checks and other operations.
 Two printing facilities remain to be closed as part of the previously
 announced plant consolidation program. These plants will close during
 2000 and early 2001.

 The Company expects continued pricing pressure from renewals and
 acquisitions of check printing contracts. In an effort to increase
 volume and pricing, the Company has strengthened its marketing
 efforts with regional and community accounts.

 The Company introduced its Windows(R) version of Max$ell, its database
 marketing software, in late 1999. The new release and ancillary
 products in database marketing along with the introduction of other
 software products in development should result in increased software
 revenues in 2000.

 The Company expects to incur immaterial charges during 2000 for
 additional employee severance related to previously announced
 restructurings and implementation of new printing technology.

 YEAR 2000 COMPLIANCE

 The Company's Year 2000 initiative defined and provided a continuing
 process for assessment, remediation planning and plan implementation
 to achieve a level of readiness that would meet the computer-related
 challenges presented by the Year 2000 in a timely manner. Based on
 these efforts, the Company considered its critical systems, critical
 electronic assets, relationships with key business partners and
 contingency plans ready as of December 31, 1999. The Company suffered
 no material consequences in the first quarter of 2000 in these areas
 due to the Year 2000 issues.

 The Company believes that it will not incur significant expense
 related to the Year 2000 initiatives in the year ending December 31,
 2000.

 RISK FACTORS AND CAUTIONARY STATEMENTS

 When used in this report and in subsequent filings by the Company
 with the Securities and Exchange Commission, in the Company's press
 releases and in written or oral statements made by authorized
 representatives of the Company, the words or phrases "should result",
 "are expected to", "will continue", "is anticipated", "estimate",
 "project" or similar expressions are intended to identify "forward-
 looking statements" within the meaning of the Private Securities
 Litigation Reform Act of 1995. These statements are necessarily
 subject to certain risks and uncertainties, including, but not
 limited to, those discussed below that could cause actual results to
 differ materially from the Company's historical experience and its
 present expectations or projections. Caution should be taken not to
 place undue reliance on any such forward-looking statements, which
 speak only as of the date such statements are made and which may or
 may not be based on historical experiences and/or trends which may or
 may not continue in the future. The Company does not undertake and
 specifically declines any obligation to publicly release the result
 of any revisions which may be made to any forward-looking statements
 to reflect events or circumstances occurring after the date of such
 statements or to reflect the occurrence of unanticipated events.

 Various factors may affect the Company's financial performance,
 including, but not limited to, those factors discussed below and
 could cause the Company's actual results for future periods to differ
 from any opinions, statements or projections expressed with respect
 thereto. Such differences could be material and adverse.

                                     -12-

 <PAGE>

 Many variables will impact the ability to improve service quality,
 production efficiencies and reduce expenses. These include, but are
 not limited to, the development and implementation of new technology
 and information systems used in the Company's manufacturing and call
 center operations. Further, there can be no assurance that the
 Company can reproduce or improve upon historic profit margin trends.
 Many factors can affect the Company's ability to improve
 profitability, including, among other factors, competitive pricing
 trends, the ability to secure similar materials prices and labor
 rates, and the ability to reduce the cost of manufacturing.
 Competition among suppliers, restricted supply of materials, labor
 and services, and other such factors outside of the Company's
 control, may adversely affect prices and may materially impact the
 Company's results.

 Several factors outside the Company's control could negatively impact
 check revenue. These include the continuing expansion of alternative
 payment systems such as credit cards, debit cards and other forms of
 electronic commerce or on-line payment systems. Check revenues could
 also be adversely affected by continued consolidation of financial
 institutions and competitive check pricing, among other factors.
 There can be no assurances that the Company will not lose significant
 customers or that any such loss could be offset by the addition of
 new customers. Also, there can be no assurance that the Company will
 experience similar or higher revenue compared to prior years, or that
 any targets or projections made relating to check revenues will be
 achieved.

 While the Company believes substantial growth opportunities exist in
 FS, specifically marketing services such as database marketing
 software, direct marketing and loan and deposit origination software,
 there can be no assurances that the Company will achieve its growth
 targets. There are many variables relating to the development of new
 software products, including the timing and costs of the development
 effort, product performance, functionality, product acceptance and
 competition. Also, no assurance can be made as to market acceptance
 and to the potential impact of governmental regulations on the
 Company's ability to expand its direct marketing business and meet
 projected growth targets.

                                     -13-

 <PAGE>

 Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 All financial instruments held by the Company are held for purposes other
 than trading and are exposed to primarily two types of market risks:
 interest rate and equity price.

 Interest Rate Risk

 The fair value of the Company's long-term debt is affected by changes in
 interest rates. The following presents the sensitivity of the fair value
 of the Company's long-term debt to a hypothetical 10% decrease in interest
 rates as of March 31, 2000 (in thousands):

 <TABLE>
 <CAPTION>
                                       Carrying       Fair     Hypothetical
                                         Value       Value(a)  Fair Value(b)
 -----------------------------------------------------------------------------
 <S>                                   <C>          <C>          <C>
 Long-term debt, including
    current portion                    $106,446     $ 98,112     $101,872
                                       =========    =========    =========
 </TABLE>

 Equity Price Risk

 The fair value of the Company's investments is primarily affected by
 fluctuations in the market price for the common stock of Bottomline
 Technologies, Inc. ("Bottomline"). The change in market value is accounted
 for as a component of other comprehensive income. The following presents
 the value at risk for the Company's investment in Bottomline reflecting
 the high and low closing market prices for the three months ended March
 31, 2000 (in thousands):

 <TABLE>
 <CAPTION>
                                       Carrying
                                        Value(c)     High(a)       Low(a)
 -----------------------------------------------------------------------------
 <S>                                   <C>          <C>          <C>
 Investment in Bottomline              $ 21,184     $ 29,360     $ 18,023
                                       =========    =========    =========

 <FN>
 (a) Based on quoted market prices for these or similar items.
 (b) Calculated based on the change in discounted cash flow.
 (c) Based on market value as of March 31, 2000.
 </FN>
 </TABLE>

 As of April 28, 2000, the carrying value of the Bottomline investment was
 $20.9 million.

 PART II. OTHER INFORMATION

 Item 6. Exhibits and Reports on Form 8-K.

 (a)  Exhibits

   Reference No.             Description of Exhibit
      27                  Financial Data Schedule
 (b)  Reports on Form 8-K

 There were no reports filed on Form 8-K for the quarterly period
 ended March 31, 2000.

                                     -14-
 <PAGE>

 Signatures

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

                                             JOHN H. HARLAND COMPANY
                                                   (Registrant)

         05/15/2000                            /s/ William M. Dollar
 Date:  _________________                  By:_____________________________
                                           William M. Dollar
                                           Vice President,Corporate Controller
                                           (Principal Accounting Officer)

                                     -15-
 <PAGE>

<TABLE> <S> <C>

 <ARTICLE>            5
 <LEGEND>             This schedule contains summary financial information
                      extracted from the Company's financial statements for
                      the quarterly period ended March 31, 2000 and is
	                     qualified in its entirety by reference to such financial
                      statements.
 </LEGEND>
 <MULTIPLIER>         1,000

 <S>                                        <C>
 <PERIOD-TYPE>                              3-MOS
 <FISCAL-YEAR-END>                          DEC-31-2000
 <PERIOD-END>                               MAR-31-2000
 <CASH>                                          52,681
 <SECURITIES>                                         0
 <RECEIVABLES>                                   63,066
 <ALLOWANCES>                                     6,118
 <INVENTORY>                                     20,989
 <CURRENT-ASSETS>                               147,211
 <PP&E>                                         280,103
 <DEPRECIATION>                                 166,742
 <TOTAL-ASSETS>                                 387,274
 <CURRENT-LIABILITIES>                           90,911
 <BONDS>                                        106,439
 <COMMON>                                        37,907
                                 0
                                           0
 <OTHER-SE>                                     134,569
 <TOTAL-LIABILITY-AND-EQUITY>                   387,274
 <SALES>                                        176,702
 <TOTAL-REVENUES>                               176,702
 <CGS>                                          108,995
 <TOTAL-COSTS>                                  108,995
 <OTHER-EXPENSES>                                     0
 <LOSS-PROVISION>                                     0
 <INTEREST-EXPENSE>                               1,708
 <INCOME-PRETAX>                                 18,888
 <INCOME-TAX>                                     7,366
 <INCOME-CONTINUING>                             11,522
 <DISCONTINUED>                                       0
 <EXTRAORDINARY>                                      0
 <CHANGES>                                            0
 <NET-INCOME>                                    11,522
 <EPS-BASIC>                                     0.41
 <EPS-DILUTED>                                     0.40


</TABLE>


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