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8-K/A - FORM 8-K/A - STANDARD REGISTER COsr8ka101413.htm
EX-99 - EXHIBIT 99.1 - STANDARD REGISTER COex991.htm
EX-23 - EXHIBIT 23.1 - STANDARD REGISTER COex231.htm
EX-99 - EXHIBIT 99.3 - STANDARD REGISTER COex993.htm




EXHIBIT 99.2






Workflow Holdings, LLC
and Subsidiaries

Consolidated Financial Statements

For the Six Months Ended June 30, 2013 and 2012
















Workflow Holdings, LLC and Subsidiaries

Index

June 30, 2013





 

Page(s)

 

 

Consolidated Financial Statements (Unaudited)

 

 

 

Consolidated Balance Sheets

2

 

 

Consolidated Statements of Operations and Changes in Members’ Deficit

3

 

 

Consolidated Statements of Cash Flows

4

 

 

Notes to the Consolidated Financial Statements

5 – 11








Workflow Holdings, LLC and Subsidiaries

Consolidated Balance Sheets (Unaudited)

(in thousands)



 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

 

2013

 

2012

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

19,939 

 

$

18,833 

 

Accounts receivable, net

 

57,799 

 

59,208 

 

Inventories, net

 

22,877 

 

22,654 

 

Prepaid and other current assets

 

8,885 

 

9,258 

 

 

 

 

 

Total current assets

 

109,500 

 

109,953 

Property, plant and equipment, net

 

47,843 

 

49,723 

Intangible assets, net

 

87,837 

 

96,677 

Goodwill

 

 

33,926 

 

33,927 

Other assets

 

 

3,474 

 

2,929 

 

 

 

 

 

Total assets

 

$

282,580 

 

$

293,209 

Liabilities and Members' Deficit

 

 

 

 

Current Liabilities

 

 

 

 

 

Current maturities of long-term debt

 

$

8,259 

 

$

8,236 

 

Accounts payable

 

29,246 

 

27,853 

 

Accrued liabilities

 

24,733 

 

26,271 

 

 

 

 

 

Total current liabilities

 

62,238 

 

62,360 

Long-term debt, less current maturities

 

322,859 

 

307,156 

Other long-term liabilities

 

1,520 

 

1,950 

 

 

 

 

 

Total liabilities

 

386,617 

 

371,466 

 

 

 

 

 

 

 

 

 

 

 

Members' Deficit

 

(104,037)

 

(78,257)

 

 

 

 

 

Total liabilities and members' deficit

 

$

282,580 

 

$

293,209 

 

 

 

 

 

 

 

 

 

 

 





The accompanying notes are an integral part of these consolidated financial statements.

2



Workflow Holdings, LLC and Subsidiaries

Consolidated Statements of Operations and Changes in Members’ Deficit (Unaudited)


(in thousands)



 

 

 

 

 

 

 

Six

 

Six

 

 

 

 

 

 

 

Months Ended

 

Months Ended

 

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

Net revenues

$

223,070 

 

$

236,180 

Cost of sales

150,116 

 

160,491 

 

 

 

Gross margin

72,954 

 

75,689 

Selling, general and administrative expenses

61,664 

 

65,468 

Amortization of intangibles

8,841 

 

8,841 

Restructuring charges

1,156 

 

2,312 

 

 

 

Operating income (loss)

1,293 

 

(932)

Other expense

 

 

 

 

Interest expense

(27,073)

 

(24,090)

 

 

 

 

 

Net loss

$

(25,780)

 

$

(25,022)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members' Deficit

 

 

 

Beginning of period

(78,257)

 

(30,244)

End of period

$

(104,037)

 

$

(55,266)






The accompanying notes are an integral part of these consolidated financial statements.

3



Workflow Holdings, LLC and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


(in thousands)



 

 

 

 

 

 

 

 

 

Six

 

Six

 

 

 

 

 

 

 

 

 

Months Ended

Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

 

$

(25,780)

 

$

(25,022)

 

Adjustments to reconcile net loss to net cash provided by

 

operating activities

 

 

 

 

 

 

 

Loss on sale of fixed assets

 

 

80 

 

255 

 

 

Depreciation and amortization

 

 

14,441 

 

14,547 

 

 

Interest paid-in-kind

 

 

18,998 

 

15,788 

 

 

Amortization of fair value adjustment on debt

 

978 

 

1,020 

 

 

Amortization of deferred financing fees

 

 

429 

 

284 

 

 

Changes in operating assets and liabilities

 

 

 

 

Decrease in accounts receivable

 

 

1,409 

 

3,364 

 

 

 

(Increase) decrease in inventories

 

 

(223)

 

3,353 

 

 

 

Decrease in other current assets

 

 

373 

 

275 

 

 

 

Decrease in other long term assets

 

 

10 

 

20 

 

 

 

Decrease in accounts payable and accrued expenses

 

(565)

 

(4,611)

 

 

 

Decrease in long term liabilities

 

 

(430)

 

(1,092)

 

 

 

 

 

Net cash provided by operating activities

 

9,720 

 

8,181 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Proceeds from sale of property, plant and equipment

 

 

94 

Expenditures for property, plant and equipment

 

(3,551)

 

(3,093)

 

 

 

 

 

Net cash used in investing activities

 

(3,547)

 

(2,999)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Payments on long term debt

 

 

(4,084)

 

(4,160)

Deferred financing fees

 

 

(983)

 

(669)

 

 

 

 

 

 

Net cash used in financing activities

 

(5,067)

 

(4,829)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and equivalents

 

1,106 

 

353 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

 

 

 

Beginning of period

 

 

18,833 

 

19,353 

End of period

 

 

$

19,939 

 

$

19,706 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncash investing and financing activities

 

 

 

 

 

 

Deferred financing fees paid-in-kind

 

 

$

 

$

811 

 

Capital lease obligations

 

 

$

254 

 

$

87 






The accompanying notes are an integral part of these consolidated financial statements.

4





1.

Background

Formation and Business of the Company

Workflow Holdings, LLC (“the Company”), a Delaware Limited Liability Company was formed on December 28, 2010.  On March 2, 2011, the Company acquired certain assets and assumed certain liabilities of WF Capital Holdings, Inc. and Subsidiaries (“WF Holdings”).  The Company is privately owned.  

The Company manufactures, sources, and distributes a full range of printed business documents and branded merchandise and provides related management services to its customers ranging in size from global corporations and major non-profit organizations to mid-size and smaller companies throughout the United States of America.  The Company provides customers with integrated services and information tools to manage their print and branded merchandise needs through its manufacturing and sourcing capabilities, as well as assisting customers with warehousing, logistics and supply chain management.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments, consisting of normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented.  The financial statements are not necessarily indicative of the results expected for any other interim period or for the full fiscal year.  The financial statements do not include all of the information and note disclosures required by generally accepted accounting principles (“GAAP”) for annual financial statements.  The accompanying consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2012.





5



Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

(Dollars in thousands)


2.

Restructuring

The Company incurred restructuring costs related to the closing and consolidation of facilities, employee severance and professional fees incurred in connection with the execution of restructuring initiatives in the amount of $1,156 and $2,312 for the six months ended June 30, 2013 and 2012.  The remaining restructuring liability as of June 30, 2013 is $672 and is included in accrued liabilities on the consolidated balance sheet.  


The following table sets forth the accrued restructuring liabilities:

 

 

Severance

 

 

 

 

 

 

 

 

and

 

Facilities

 

Professional

 

 

 

personnel-

 

closings and

 

Fees and

 

 

 

 

related costs

 

consolidations

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

December 31, 2012

$

525 

 

$

271 

 

$

316 

 

$

1,112 

 

Expenses

205 

 

332 

 

619 

 

1,156 

 

Payments

(284)

 

(377)

 

(935)

 

(1,596)

 

June 30, 2013

$

446 

 

$

226 

 

$

 

$

672 


3.

Accounts Receivable, net

Accounts receivable, net, consists of the following:

 

 

June 30,

 

December 31,

 

 

2013

 

2012

 

 

 

 

 

 

Accounts receivable

$

59,116 

 

$

60,436 

 

Less allowance for bad debts

(1,317)

 

(1,228)

 

Accounts receivable, net

$

57,799 

 

$

59,208 





6



Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

(Dollars in thousands)


4.

Inventories

Inventories consist of the following:

 

 

June 30,

 

December 31,

 

 

2013

 

2012

 

 

 

 

 

 

Raw materials

$

1,158

 

$

1,124

 

Work-in-process

1,491

 

1,323

 

Finished goods

20,228

 

20,207

 

Total inventories

$

22,877

 

$

22,654


The allowance for slow-moving and obsolete inventory, primarily finished goods, was $1,823 and $1,603 at June 30, 2013 and December 31, 2012, respectively.

5.

Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following:

 

 

 

 

Weighted

 

June 30,

 

December 31,

 

 

 

 

Average Life

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

Land and improvements

 

10 years

 

$

3,140 

 

$

3,140 

 

Buildings and improvements

 

 10-33 years

 

6,653 

 

6,573 

 

Furniture, fixtures and equipment

 

3-15 years

 

31,609 

 

30,849 

 

Computer hardware and software

 

3-5 years

 

24,594 

 

21,212 

 

Leasehold improvements

 

3-16 years

 

6,274 

 

6,134 

 

Construction in progress

 

 

 

1,973 

 

2,764 

 

 

Total

 

 

 

74,243 

 

70,672 

 

Less: Accumulated depreciation

 

 

 

(26,400)

 

(20,949)

 

Property, plant and equipment, net

 

 

 

$

47,843 

 

$

49,723 


Depreciation expense included in cost of goods sold and selling, general and administrative expenses was $5,600 and $5,706 for the six months ended June 30, 2013 and 2012, respectively.



7



Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

(Dollars in thousands)


6.

Intangible Assets, Net

Intangible assets, net, consist of the following:

 

 

 

 

Customer

 

Trademarks &

 

 

 

 

 

 

Relationships

 

Trade Names

 

Total

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

$

49,719 

 

$

46,959 

 

$

96,678 

 

Amortization

 

(5,965)

 

(2,876)

 

(8,841)

 

June 30, 2013

 

 

$

43,754 

 

$

44,083 

 

$

87,837 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




7.

Accrued Liabilities

Accrued liabilities consist of the following:

 

 

 

 

June 30,

 

December 31,

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

Compensation and employee related benefits

 

$

9,327

 

$

9,825

 

Customer rebates

 

$

4,323

 

$

4,901

 

Business and sales taxes

 

$

3,006

 

$

1,986

 

Accrued interest

 

$

4,921

 

$

4,429

 

Other accrued liabilities

 

$

3,156

 

$

5,130

 

 

Accrued liabilities

 

$

24,733

 

$

26,271





8



Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

(Dollars in thousands)


8.

Long-Term Debt

Long-term debt consists of the following:

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Term Loan

$

130,534 

 

$

133,216 

 

Second Lien Term Loan

203,769 

 

186,508 

 

Other

 

 

 

 

420 

 

251 

 

 

 

 

 

 

 

 

334,723 

 

319,975 

 

Less, unamortized fair value adjustment

(3,605)

 

(4,583)

 

Less, current maturities of long-term debt

(8,259)

 

(8,236)

 

 

 

 

 

 

 

Long-term debt, net

$

322,859 

 

$

307,156 


First Lien Term Loan

In connection with the acquisition of certain assets and assumption of certain liabilities of WF Holdings, the Company’s subsidiary, WorkflowOne LLC entered into a $141,529 term loan (“First Lien Term Loan”) with lenders to finance the acquisition.  The First Lien Term Loan matures on March 2, 2015.  Interest rates are based on either a) the greater of 3% or LIBOR (0.19% at June 30, 2013), plus 7% or b) at a defined base rate plus 6%, at the borrower’s election.  The First Lien Term Loan is guaranteed by the Company and WorkflowOne LLC’s wholly owned subsidiary, WorkflowOne of Puerto Rico Inc., and collateralized by a first priority lien on substantially all of the Company’s and its subsidiaries’ assets.

Second Lien Term Loan

In connection with the acquisition of certain assets and assumption of certain liabilities of WF Holdings, the Company’s subsidiary, WorkflowOne LLC entered into a $140,000 second lien term loan (“Second Lien Term Loan”) with lenders to finance the acquisition.  The Second Lien Term Loan matures on September 2, 2015.  

Interest rates are based on the greater of 3% or LIBOR (0.19% at June 30, 2013), plus 1.0%, plus a defined base margin of 11.0%, plus a supplemental margin (2.0% at June 30, 2013).  Subject to certain financial conditions, 5% of the paid-in-kind interest could convert to cash interest.  As of June 30, 2013, all interest on the Second Lien Term Loan is being accrued as paid-in-kind.  The Second Lien Term Loan is guaranteed by the Company and WorkflowOne of Puerto Rico Inc., and collateralized by a second priority lien on substantially all of the Company’s and its subsidiaries’ assets.

On October 5, 2011, the Company reached an agreement with its lenders to amend its financial covenants which require the Company to meet certain leverage and interest coverage ratios under the First and Second Lien Term Loans.  Effective on that date the interest rate on the First Lien Term Loan was increased to include 1% of paid-in-kind interest.  The interest rate on the Second Lien Term Loan increased by 1%.  On April 20, 2012, the Company reached an agreement with its lenders to amend its financial covenants which require the Company to meet certain leverage and interest coverage ratios under the First and Second Lien Term Loans.  Effective on that date the interest rate on the First Lien Term Loan was increased to include an additional 1% of paid-in-kind interest.  On April 30, 2013, the Company reached an agreement with its lenders to amend its financial covenants which require the Company to meet certain leverage and interest coverage



9



Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

(Dollars in thousands)


ratios under the First and Second Lien Term Loans.  Paid-in-kind interest expense on the First Lien Term Loan totaled $1,332 and $975 for the six months ended June 30, 2013 and 2012, respectively. Paid-in-kind interest expense on the Second Lien Term Loan totaled $17,666 and $14,813 for the six months ended June 30, 2013 and 2012, respectively.

9.

Members’ Equity

At June 30, 2013, a total of 110,000 units were held by members of the Company as follows:

 

Class A Common Units

41,500

 

Class B Common Units

58,500

 

Preferred Units

10,000

 

 

Total Members' Equity

110,000


All units were issued to the unit holders as a part of the capitalization of the company in connection with the acquisition of assets from WF Holdings.  The Class A Common unit holders received 41,500 Class A Common units which have certain voting and preemptive rights.  The Class B unit holders received 58,500 Class B Common units which contain certain voting and preemptive rights.  The preferred unit holders received 10,000 preferred units which contain certain voting and preemptive rights and carry a preferred return, as defined, of 15% per annum compounded quarterly.  At June 30, 2013, the preferred units have a liquidating preference of approximately $42,269.

10.

Related Party Transactions

Management Fees

The Company has management agreements with two entities that also manage members of the Company.  The combined annual management fee is $1,100 plus reasonable expenses.  The entities provide the Company with management, consulting and financial advisory services, as well as periodic operational consultation.  The management fee is paid quarterly in advance.  The Company expensed management fees of $571 and $528 for the six months ended June 30, 2013 and 2012, respectively.  

Debt

Approximately 73%, or $95,418, and approximately 68%, or $92,098, of the outstanding balance of the Company’s First Lien Term Loan, and 100% of the outstanding balance of the Second Lien Term Loan at June 30, 2013 and December 31, 2012, respectively, were financed by funds managed by entities that also manage members of the Company.





10




Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

(Dollars in thousands)


11.

 Subsequent Events

The Company evaluated subsequent events through October 14, 2013, the date these financial statements were available to be issued. With the exception of those matters discussed below, there were no additional material subsequent events that required recognition or additional disclosure in these financial statements.

On August 1, 2013, The Standard Register Company (Standard Register) acquired all of the outstanding membership interests of WorkflowOne, LLC, (WorkflowOne), a subsidiary of Workflow Holdings, LLC, for a total purchase price of one dollar (the "Acquisition").  In connection with the Acquisition, Standard Register also assumed $210,000 of WorkflowOne’s First and Second Lien Term Loans, and issued warrants that will be convertible into 2,645,952 shares of Standard Register's Common Stock, subject to shareholder approval at a Shareholders' meeting scheduled for October 24, 2013.  The per share exercise price of each warrant is $0.00001.





11