Attached files
file | filename |
---|---|
8-K/A - FORM 8-K/A - STANDARD REGISTER CO | sr8ka101413.htm |
EX-99 - EXHIBIT 99.1 - STANDARD REGISTER CO | ex991.htm |
EX-23 - EXHIBIT 23.1 - STANDARD REGISTER CO | ex231.htm |
EX-99 - EXHIBIT 99.3 - STANDARD REGISTER CO | ex993.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 |
| 4 |
| 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 Companys 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 Companys 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 borrowers election. The First Lien Term Loan is guaranteed by the Company and WorkflowOne LLCs wholly owned subsidiary, WorkflowOne of Puerto Rico Inc., and collateralized by a first priority lien on substantially all of the Companys 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 Companys 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 Companys 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 Companys 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 WorkflowOnes 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