8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K/A

Amendment No. 1 to Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 14, 2013 (August 1, 2013)

THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its charter)

OHIO	0-01097	31-0455440
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
incorporation or organization)		Identification No.)

600 ALBANY STREET, DAYTON OHIO	45417
(Address of principal executive offices)	(Zip code)
(937) 443-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

Common stock $1.00 par value	New York Stock Exchange
Title of each class	Name of each exchange
	on which registered

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Explanatory Note

On August 2, 2013, The Standard Register Company ( referred to in this report as the “Company,” “we”, “us,” “our,” or “Standard Register”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of its acquisition of WorkflowOne, LLC (“WorkflowOne”) pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), by and among the Company, WorkflowOne and WFSR Holdings, LLC (formerly known as Workflow Holdings, LLC) entered into on August 1, 2013.  Standard Register hereby amends its Initial Form 8-K in this Current Report on Form 8-K/A in order to include the historical audited consolidated financial statements of Workflow Holdings, LLC (herein and after referred to as “WorkflowOne”) as well as the historical unaudited consolidated financial statements of WorkflowOne, each required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K and permitted to be filed by this amendment.  

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The historical audited consolidated financial statements of WorkflowOne as of and for the year ended December 31, 2012 and for the period March 2, 2011 to December 31, 2011 are filed herewith as Exhibit 99.1 and incorporated herein by reference.

The historical unaudited consolidated financial statements of WorkflowOne as of June 30, 2013 and December 31, 2012 and for the six-month periods ended June 30, 2013 and 2012 are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(b) Pro forma financial information

Standard Register and WorkflowOne unaudited pro forma combined condensed financial statements as of and for the six-month period ended June 30, 2013 and for the fiscal year ended December 30, 2012, are filed herewith as Exhibit 99.3 and incorporated herein by reference.

(d) Exhibits.

The following exhibits are filed as part of this current report:

23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm to WorkflowOne.
99.1	The historical audited consolidated financial statements of WorkflowOne as of and for the year ended December 31, 2012 and for the period March 2, 2011 to December 31, 2011.
99.2	The historical unaudited consolidated financial statements of WorkflowOne as of June 30, 2013 and December 31, 2012 and for the six-month periods ended June 30, 2013 and 2012.
99.3	Standard Register and WorkflowOne unaudited pro forma condensed combined financial statements as of and for the six-month period ended June 30, 2013 and for the fiscal year ended December 30, 2012.

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 hereunto duly authorized.

		The Standard Register Company
Date: October 14, 2013	By:	/s/ Robert M. Ginnan
		Robert M. Ginnan
		Executive Vice President,Treasurer, Chief Financial Officer, and  Chief Accounting Officer

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S‑3 (No. 333-02683) of The Standard Register Company of our report dated April 30, 2013 relating to the consolidated financial statements of Workflow Holdings LLC, which appears in the Current Report on Form 8‑K/A of The Standard Register Company dated October 14, 2013.

/s/ PricewaterhouseCoopers LLP

Cincinnati, OH

October 14, 2013

EX-99

EXHIBIT 99.1

Workflow Holdings, LLC
and Subsidiaries

Consolidated Financial Statements

As of December 31, 2012 and 2011 and

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

Workflow Holdings, LLC and Subsidiaries

Index

December 31, 2012

	Page(s)
Report of Independent Auditors	1
Consolidated Financial Statements
Consolidated Balance Sheet	2
Consolidated Statement of Operations	3
Consolidated Statement of Cash Flows	4
Notes to the Consolidated Financial Statements	5 - 18

Independent Auditor's Report

To the Board of Directors and Members

of Workflow Holdings, LLC

We have audited the accompanying consolidated financial statements of Workflow Holdings, LLC and its subsidiaries, which comprise theconsolidatedbalance sheetsas of December 31, 2012 and December 31, 2011, and the related consolidatedstatements of operations and cash flows for the year ended December 31,2012 and the period from March 2, 2011 (commencement of operations) to December 31, 2011.  

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidatedfinancial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidatedfinancial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.  

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidatedfinancial statements, whether due to fraud or error.  In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Workflow Holdings, LLC and its subsidiaries at December 31, 2012 and December 31, 2011, and the results of its operations and its cash flows for the year ended December 31, 2012 and the period from March 2, 2011 (commencement of operations) to December 31, 2011 in accordance with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP

Cincinnati, OH

April 30, 2013

Workflow Holdings, LLC and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2012 and 2011

(in thousands)

			December 31,	December 31,
			2012	2011
Assets
Current Assets
	Cash and cash equivalents		$ 18,833	$ 19,353
	Accounts receivable, net		59,208	61,268
	Inventories, net		22,654	26,716
	Prepaid and other current assets		9,258	9,974
		Total current assets	109,953	117,311
Property, plant and equipment, net			49,723	53,565
Intangible assets, net			96,677	114,360
Goodwill, net			33,927	33,927
Other assets			2,929	2,237
		Total assets	$ 293,209	$ 321,400
Liabilities and Members' Equity
Current Liabilities
	Current maturities of long-term debt		$ 8,236	$ 8,319
	Accounts payable		27,853	32,045
	Accrued liabilities		26,271	28,288
		Total current liabilities	62,360	68,652
Long-term debt, less current maturities			307,156	279,730
Other long-term liabilities			1,950	3,262
		Total liabilities	371,466	351,644
Commitments and contingencies (Notes 13 and 14)
Members' Deficit			(78,257)	(30,244)
		Total liabilities and members' deficit	$ 293,209	$       321,400

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’ Equity (Deficit)

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

(in thousands)

				Year Ended	Period from
				December 31,	March 2, 2011 to
				2012	December 31, 2011
Net revenues				$ 459,354	$ 413,996
Cost of goods and services				309,944	287,762
Amortization of inventory revaluation				-	3,412
		Gross profit		149,410	122,822
Selling, general and administrative expenses				127,482	112,953
Amortization of intangibles				17,683	14,736
Restructuring charges				1,800	9,140
Reorganization charges				353	2,030
Impairment of goodwill				-	20,924
		Operating income (loss)		2,092	(36,961)
Other expense
	Interest expense, net			(50,105)	(35,483)
			Net loss	$ (48,013)	$ (72,444)
Members' Equity (Deficit)
Beginning of period				(30,244)	42,200
End of period				$ (78,257)	$ (30,244)

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

3

Workflow Holdings, LLC and Subsidiaries

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

(in thousands)

									Period from
								Year Ended	March 2, 2011
								December 31,	to December 31,
								2012	2011
Cash flows from operating activities
Net loss								$ (48,013)	$ (72,444)
	Adjustments to reconcile net loss to net cash provided by
	operating activities
		Loss (gain) on sale of fixed assets						327	(148)
		Depreciation and amortization						29,069	24,498
		Impairment of goodwill						-	20,924
		Interest paid-in-kind						33,590	18,448
		Amortization of deferred financing fees						715	95
		Amortization of fair value adjustment on debt						1,881	1,702
		Amortization of inventory revaluation						-	3,412
		Changes in operating assets and liabilities
			Decrease in accounts receivable					2,060	12,096
			Decrease in inventories					4,062	1,567
			Decrease in other current assets					716	4,757
			Decrease (increase) in other long term assets					74	(88)
			(Decrease) increase in accounts payable and accrued expenses					(5,730)	121
			Decrease in long term liabilities					(1,312)	(65)
				Net cash provided by operations before				17,439	14,875
				reorganization items
					Net cash used for reorganization items			(1,213)	(7,690)
					Net cash provided by operating activities			16,226	7,185
Cash flows from investing activities
Proceeds from sale of property, plant and equipment								95	180
Expenditures for property, plant and equipment								(7,880)	(7,381)
					Net cash used in investing activities			(7,785)	(7,201)
Cash flows from financing activities
Payments on long term debt								(8,290)	(3,213)
Deferred financing fees								(671)	(659)
						Net cash used in financing activities		(8,961)	(3,872)
						Net decrease in cash and equivalents		(520)	(3,888)
Cash
Beginning of period								19,353	23,241
End of period								$ 18,833	$ 19,353
Supplemental disclosures of cash flow information
	Cash paid for interest							$ 13,962	$ 15,132
	Cash paid for restructuring costs and management fees						$ 3,643		$ 8,863
Noncash investing and financing activities
	Deferred financing fees paid-in-kind							$ 811	$ 739
	Capital lease obligations							$ 87	$ 162

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

4

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

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 (“Effective Date”) the Company acquired certain assets and assumed certain liabilities of WF Capital Holdings, Inc. and Subsidiaries (“WF Holdings”) as part of WF Holdings’ Chapter 11 Plan of Reorganization approved by the bankruptcy court on February 25, 2011.  The Company is privately owned.  

The Company 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 sourcing and manufacturing capabilities, as well as assisting customers with warehousing, logistics and supply chain management.

Fresh Start Accounting

In accordance with Accounting Standards Codification (“ASC”) 852, Reorganizations, the Company adopted fresh start accounting and as a result, the assets acquired and liabilities assumed were recorded at their respective fair values at the Effective Date.  The Company selected an accounting convenience date of February 28, 2011 for purposes of valuing the assets and liabilities.  The activity between the Effective Date and the convenience date did not result in a material difference in the results.  The Company incurred reorganization costs including professional fees in the amounts of $0.4 million for the year ended December 31, 2012 and $2.0 million for the period ended December 31, 2011.  

The Company’s reorganization value includes an estimated enterprise value of $316 million, which, at that time, represented the best estimate of fair value by the management of WF Holdings within the range of values established by the bankruptcy court.  This range of enterprise values was determined using certain financial analysis methodologies including comparable companies analysis and the discounted cash flow analysis as well as considering the purchase price.  The application of these methodologies requires certain judgments and assumptions including financial projections and current market conditions.  The Company’s reorganization value was first allocated to its tangible assets and identifiable intangible assets and the excess of reorganization value over the fair value of these assets was recorded as goodwill.  

5

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

The fair value of the assets acquired and liabilities assumed were recorded as follows (in thousands):

			March 2,
			2011
Assets
Current Assets
	Cash and cash equivalents		$ 23,241
	Accounts receivable		73,364
	Inventories		31,695
	Prepaid and other current assets		14,731
		Total current assets	143,031
Property, plant and equipment			55,816
Intangible assets			129,096
Goodwill			54,851
Other assets			846
		Total assets	$ 383,640
Liabilities and Members' Equity
Current Liabilities
	Current maturities of long-term debt		$ 3,259
	Accounts payable		39,454
	Accrued liabilities		24,792
		Total current liabilities	67,505
Long-term debt, less current maturities			270,608
Other long-term liabilities			3,327
		Total liabilities	341,440
Members' Equity			42,200
		Total Members' Equity	42,200
		Total liabilities and members' equity	$ 383,640

2.

Basis of Presentation and Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements and related notes thereto include the assets, liabilities, revenues and expenses of the Company and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated.  

Certain amounts in the financial statements for the period ended December 31, 2011 have been reclassified to conform to the year ended December 31, 2012 presentation.  

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of certain assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of certain revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Significant estimates reflected in the consolidated financial statements include allowance for doubtful accounts reserves, inventory reserves, fair value of assets acquired and liabilities assumed, including

6

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

goodwill and intangibles and their respective useful lives and recoverability, and accruals for workers’ compensation and medical claims.

Cash and Cash Equivalents

The Company considers cash investments with original maturities of three months or less from the date of purchase to be cash equivalents.  Cash and cash equivalents held at financial institutions did not typically exceed the amounts guaranteed by federal agencies.

Accounts Receivable

Trade accounts receivable are recorded at invoice amount and do not bear interest.  Receivables arising from sales to customers represent bonafide claims and are not collateralized.  As a result, management continually monitors the financial condition of its customers to reduce the risk of loss. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  Past due balances are reviewed individually for collectability.  Account balances are charged off against the allowance when it is probable that the receivable will not be collected.  If circumstances related to customers change, the Company will further adjust estimates of the recoverability of receivables.  The Company does not have any off-balance sheet credit exposure related to its customers.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the specific identification method or on a first-in, first-out (FIFO) basis.  Inventory manufactured by the Company includes the cost of materials, labor and manufacturing overhead.  The Company maintains a reserve for slow moving or obsolete inventory, which is based upon usage and net realizable value.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost.  Additions and improvements that extend the life of assets are capitalized.  Maintenance and repairs are expensed as incurred.  Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of respective assets, beginning when the assets are placed in service.  Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease, after considering the likelihood of renewals.  Gains and losses on the disposition of property, plant and equipment are computed based upon the difference between the sales proceeds received and the net book value of the property, plant and equipment at the date of the disposal.

Internally Developed Software

Internal costs incurred to develop software such as direct salaries and benefits are expensed as incurred as a component of selling, general and administrative expenses until the application development stage.  Internal costs are capitalized through the development stage of the software and cease when the software is technologically feasible and substantially ready for its intended use. External costs related to internally developed software, such as outside programmers and consultants, are capitalized and amortized over the expected useful life of the software, normally three to five years.  The Company capitalized software development costs of $1.1 million for the year ended December 31, 2012 and $0.8 million for the period ended December 31, 2011.

Intangible Assets

Intangible assets consist of customer relationships and trademarks and trade names arising from the allocation of enterprise value at the Effective Date.  These intangibles are amortized using the straight-line method over their estimated useful lives.  The Company reviews its intangibles for

7

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.  

Impairment of Long Lived Assets

The Company evaluates long-lived assets such as property, plant and equipment, including internally developed software costs and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An estimate of undiscounted future cash flows produced by the assets, or the appropriate grouping of assets, is compared with the carrying values to determine whether an impairment exists.  If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds its fair value, which is generally determined based on its estimated discounted cash flows.  The 2012 assessment of long lived assets resulted in no impairment charge.

Goodwill

Goodwill represents the total consideration paid in excess of the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in a business acquisition.  In accordance with ASC 350-20-35, Intangibles – Goodwill and Other, Goodwill, Subsequent Measurement, the Company determined that there is a single segment and reporting unit to which goodwill will be assigned.  The provisions of ASC 350-20-35 (i) prohibit the amortization of goodwill and indefinite-lived intangible assets; (ii) require goodwill and indefinite-lived intangible assets be tested annually for impairment, and in any interim periods if certain events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount; and (iii) require that the Company’s operations be formally identified into reporting units for the purpose of assessing potential future impairments of goodwill. The Company’s annual goodwill impairment analysis compares the reporting unit’s estimated fair value to the carrying value of the reporting unit to determine if an impairment is indicated. If the carrying amount of the reporting unit exceeds the estimated fair value, the Company performs an additional fair value measurement to determine the impairment loss to be recorded to operations in the period identified.  During the fourth quarter of 2011, the Company completed its annual impairment testing using these valuation techniques and recorded a goodwill impairment charge of approximately $20.9 million. The decline in fair value of the reporting unit below its book value was primarily the result of a decrease in projected cash flows of the reporting unit as compared to those used to determine the range of estimated enterprise values established by the bankruptcy court and the resulting estimated enterprise value used for fresh start reporting.  The 2012 analysis of goodwill resulted in no impairment charge.

Revenue Recognition

The Company recognizes substantially all of its revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price to the buyer is fixed and determinable; and collection is reasonably assured. In accordance with agreements with certain customers, product revenue is recognized when manufacturing is complete, title and risk of loss transfer to the customer and there is reasonable assurance as to collectability. Under agreements with certain of these customers, custom products may be warehoused by the Company for future customer directed delivery. In these situations, the Company receives a logistics and/or warehouse fee for the services it provides.  The Company accounts for the warehousing and product components as separate units of accounting and recognizes revenue associated with the warehousing when the service is rendered. As the majority of products are customized, product returns are not significant; however, the Company accrues for the estimated amount of customer credits at the time of sale.

8

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

The Company recognizes revenue related to third party produced products on a gross basis, as it bears the risks and benefits associated with revenue-generating activities by: (1) acting as a principal in the transaction; (2) establishing prices; (3) being responsible for fulfillment of the order; (4) taking the risk of loss for collection, delivery and returns; and (5) marketing the products.

Customers rebates are recognized on an accrual basis in the period earned and are recorded as a reduction in net revenues.  The Company includes delivery fees billed to customers in revenues. Sales taxes billed to customers are recorded on a net basis and excluded from net revenues on the consolidated statements of operations.

Cost of Goods and Services

Product costs are expensed as cost of goods and services at the time of revenue recognition. Vendor rebates are recognized on an accrual basis in the period earned and are recorded as a reduction to inventory or cost of goods and services.  Costs of services are expensed when the service is rendered.  The Company records delivery and warehouse occupancy cost in the cost of goods and services.  Cost of goods sold for the period from March 2, 2011 to December 31, 2011 includes a non cash charge for amortization of inventory revaluation of $3.4 million as a one time adjustment required by fresh start accounting.

Fair Value Measurements

The Company adopted ASC 820-10, Fair Value Measurements and Disclosures, which establishes a framework for measuring fair value that is based on the inputs market participants use to determine fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs.  ASC 820-10-35-37 describes a hierarchy of three levels of input that may be used to measure fair value:

Level 1

Inputs based on quoted prices in active markets for identical assets and liabilities.

Level 2

Inputs based on other quoted prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3

Unobservable inputs that reflect the reporting entity’s own assumptions.  These inputs into the determination of fair value require significant judgment and estimation by management.

The Company’s material financial instruments consist primarily of cash and cash equivalents and long-term debt. The fair value of cash and cash equivalents approximates its carrying value.  

The carrying amount of debt reported in the consolidated balance sheet as of December 31, 2012 is $315.4 million. Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, and risk profile, the Company has determined the fair value of its debt to be approximately $228 million at December 31, 2012.  Considerable judgment is required in interpreting market data to develop estimates of fair value. The fair value estimate presented herein is not necessarily indicative of the amount that the Company or the debt holders could realize in a current market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

9

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

New Accounting Pronouncement

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05 “Presentation of Comprehensive Income” (ASU 2011-05”), which requires the presentation of comprehensive income in either: (i) a continuous statement of comprehensive income or (ii) two separate, but consecutive statements.  The adoption and retrospective application of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, which amends the requirements of ASU 2011-05 to disclose the effect of items reclassified out of accumulated comprehensive income separately in the income statement.  ASU 2013-02 will become effective for the Company in 2013.  The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements

In September 2011, the FASB issued ASU No. 2011-08 “Testing Goodwill for Impairment”, which provides companies with the option of performing a qualitative assessment before calculating the value of a reporting unit in step one of its goodwill impairment test.  If a company determines, on the basis of qualitative factors, the fair value of a reporting unit is more likely than not to be less than the carrying amount, the two step impairment test would be required to be performed.  Otherwise, further impairment testing would not be needed.  The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.  

In February 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”, which provides companies the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test.  Under this amendment, companies would not be required to calculate the fair value of an indefinite-lived intangible asset unless it determines, based on qualitative assessment, that it is not more than likely the asset is impaired. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

3.

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 amounts of $1.8 million for the year ended December 31, 2012 and $9.1 million for the period ended December 31, 2011.  The remaining restructuring liability is $1.1 million and is included in accrued liabilities on the consolidated balance sheet.  

10

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

The following table sets forth the accrued restructuring liabilities (in thousands):

	Severance
	and	Facilities	Professional
	personnel-	closings and	Fees and
	related costs	consolidations	Other	Total
March 2, 2011	$ 529	$ 175	$ 7	$ 711
2011 expenses	4,006	1,768	3,366	9,140
Paid in 2011	(3,032)	(1,567)	(3,373)	(7,972)
December 31, 2011	$ 1,503	$ 376	$ -	$ 1,879
2012 expenses	1,110	494	196	1,800
Paid in 2012	(2,088)	(599)	120	(2,567)
December 31, 2012	$ 525	$ 271	$ 316	$ 1,112

4.

Accounts Receivable, net

Accounts receivable, net, consists of the following (in thousands):

	December 31,	December 31,
	2012	2011
Accounts receivable	$ 60,436	$ 62,627
Less allowance for bad debts	(1,228)	(1,359)
Accounts receivable, net	$ 59,208	$ 61,268

The changes in the allowance for doubtful accounts consist of the following (in thousands):

March 2, 2011	$ 1,252
Additions	487
Write offs, net of recoveries	(380)
December 31, 2011	$ 1,359
Additions	347
Write offs, net of recoveries	(478)
December 31, 2012	$ 1,228

11

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

5.

Inventories

Inventories consist of the following (in thousands):

	December 31,	December 31,
	2012	2011
Raw materials	$ 1,124	$ 1,852
Work-in-process	1,323	1,854
Finished goods	20,207	23,010
Total inventories	$ 22,654	$ 26,716

The allowance for slow-moving and obsolete inventory, primarily finished goods, was $1.6 million at December 31, 2012 and $2.3 million at December 31, 2011.

6.

Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following (in thousands):

		Weighted	December 31,	December 31,
		Average Life	2012	2011
Land and improvements		10 years	$ 3,140	$ 3,140
Buildings and improvements		10-33 years	6,573	6,538
Furniture, fixtures and equipment		3-15 years	30,849	30,121
Computer software		3-5 years	21,212	15,277
Leasehold improvements		3-16 years	6,134	5,929
Construction in progress			2,764	2,322
	Total		70,672	63,327
Less: Accumulated depreciation			(20,949)	(9,762)
Property, plant and equipment, net			$ 49,723	$ 53,565

Depreciation expense included in cost of goods sold and selling, general and administrative expenses was $11.4 million for the year ended December 31, 2012 and $9.8 million for the period ended December 31, 2011.

12

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

7.

Intangible Assets, Net

Intangible assets, net, consist of the following (in thousands):

	Customer	Trademarks &
	Relationships	Trade Names	Total
March 2, 2011	$ 71,596	$ 57,500	$ 129,096
Amortization	(9,944)	(4,792)	(14,736)
December 31, 2011	$ 61,652	$ 52,708	$ 114,360
Amortization	(11,933)	(5,750)	(17,683)
December 31, 2012	$ 49,719	$ 46,958	$ 96,677
Useful Life and Weighted Average Life	6 years	10 years
Expected Amortization
2013	11,933	5,750	17,683
2014	11,933	5,750	17,683
2015	11,933	5,750	17,683
2016	11,933	5,750	17,683
2017	1,987	5,750	7,737
Thereafter	-	18,208	18,208
Total	$ 49,719	$ 46,958	$ 96,677

8.

Goodwill

The change in the carrying amount of goodwill is as follows (in thousands):

March 2, 2011	$ 54,851
Impairment	(20,924)
December 31, 2011 and 2012	$ 33,927

The Company has performed its required annual impairment testing of its recorded goodwill for its single reporting unit using certain financial analysis methodologies including comparable companies analysis and the discounted cash flow analysis. The 2012 test of goodwill resulted in no impairment charge.  The 2011 test of goodwill impairment indicated that the fair value was less than the carrying value of the goodwill for the reporting unit.  The impairment was due to a decrease in projected cash flows of the reporting unit as compared to those used to determine the range of estimated enterprise values established by the bankruptcy court and the resulting estimated enterprise value used for fresh start accounting (Note 1).  Accordingly, the Company recorded an impairment charge of approximately $20.9 million as of December 31, 2011.

13

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

9.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

		December 31,	December 31,
		2012	2011
Compensation and employee related benefits		$ 9,825	$ 10,003
Customer rebates		4,901	4,261
Business taxes		1,986	4,177
Accrued interest		4,429	3,734
Other accrued liabilities		5,130	6,113
	Accrued liabilities	$ 26,271	$ 28,288

10.

Long-Term Debt

Long-term debt consists of the following (in thousands):

		December 31,	December 31,
		2012	2011
First Lien Term Loan		$ 133,216	$ 138,862
Second Lien Term Loan		186,508	155,199
Other		251	453
		319,975	294,514
Less, unamortized fair value adjustment		(4,583)	(6,465)
Less, current maturities of long-term debt		(8,236)	(8,319)
	Long-term debt, net	$ 307,156	$ 279,730

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 $141.5 million 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 (0.21% at December 31, 2012), 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 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’ subsidiary, WorkflowOne LLC entered into a $140 million second lien term loan (“Second Lien Term Loan”) with lenders to finance the acquisition.  The Second Lien Term Loan matures on September 2, 2015.  

14

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

Interest rates are based on the greater of 3% or LIBOR (0.21% at December 31, 2012), plus 1.0%, plus a defined base margin of 11.0%, plus a supplemental margin (2.0% at December 31, 2012). Subject to certain financial conditions, 5% of the paid-in-kind interest could convert to cash interest. As of December 31, 2012, 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.

The First and Second Lien Term Loans contain various operating and financial covenants as defined in the agreements.  These covenants include, but are not limited to, the requirement that the Company meet certain leverage and interest coverage ratios.  In addition, the Company’s ability to pay cash dividends and repurchase shares is limited under the First and Second Lien Term Loans.  

The Company was in compliance with all of its financial covenants at December 31, 2012.  

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.  Paid-in-kind interest expense on the First Lien Term Loan totaled $2.4 million for the year ended December 31, 2012 and $0.3 million for the period ended December 31, 2011.  Paid-in-kind interest expense on the Second Lien Term Loan totaled $31.2 million for the year ended December 31, 2012 and $18.1 million for the period ended December 31, 2011.

On April 30, 2013, the Company reached an agreement with its lenders to amend its future financial covenants which require the Company to meet certain leverage and interest coverage ratios under the First and Second Lien Term Loans.

Other

Other debt includes $0.1 million and $0.3 million related to capital leases at December 31, 2012 and 2011, respectively, and $0.1 million due to the Ohio Department of Development at December 31, 2012 and 2011.  

Deferred Loan Costs

The Company capitalized $1.5 million and $1.4 million of debt issuance costs during the year ended December 31, 2012 and the period from March 2, 2011 to December 31, 2011, respectively, related to amendments of the Company’s debt facilities.  Unamortized deferred loan costs were $2.1 million and $1.3 million at December 31, 2012 and 2011, respectively, and were included in other assets in the accompanying consolidated balance sheet.

15

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

The annual maturities on long-term debt are as follows (in thousands):

December 31,
2013		$ 8,236
2014		8,014
2015		303,725
	Total maturities of long-term debt	$ 319,975

11.

Income Taxes

As a limited liability company, the Company is not a taxpaying entity for federal or state income tax purposes.  Accordingly, the Company’s taxable income or loss is allocated to its members in accordance with their respective percentage ownership.  Therefore, no provision or liability for income taxes has been included in the accompanying financial statements.  

12.

Members’ Equity

At December 31, 2012, 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

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 15.0% per annum compounded quarterly.  At December 31, 2012 the preferred units have a liquidating preference of approximately $39.3 million.  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 under WF Holdings Chapter 11 Plan of Reorganization (Note 1).

16

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

13.

Lease Commitments

The Company leases various types of warehouse and office facilities, equipment, furniture and fixtures under non-cancelable lease agreements that expire through 2020.  Future minimum lease payments under operating leases are as follows (in thousands):

Fiscal year
2013		$ 16,136
2014		13,406
2015		10,067
2016		4,442
2017		1,602
Thereafter		3,317
	Total minimum lease payments	$ 48,970

The Company recognizes rent expense on leases containing scheduled rent increases and rent holidays by recognizing the total lease payments on a straight-line basis over the term of the lease. The Company has recorded accrued liabilities associated with straight-line rent of $2.5 million and $3.1 million at December 31, 2012 and 2011, respectively.  Rent expense was $17.9 million for the year ended December 31, 2012 and $17.6 million for the period from March 2, 2011 to December 31, 2011.  Future rental commitments for leases have not been reduced by minimum non-cancelable sublease rentals aggregating approximately $2.4 million.  The company remains secondarily liable under these leases in the event that the sub-lessee defaults under the sublease terms.  The Company does not believe that material payments will be required as a result of the secondary liability provisions of the primary lease agreements.

14.

Commitments and Contingencies

The Company is, from time to time, a party to litigation arising in the normal course of its business. Management does not believe that the outcome of this litigation will have a material adverse effect on the financial position, results of operations or cash flows of the Company.

In the normal course of business, the Company enters into contracts in which it makes representations and warranties regarding the performance of its services and that its services will not infringe on third party intellectual rights.  There have been no significant losses related to such representations and warranties and the Company does not expect to incur any significant losses in the future.

15.

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 $1.1 million 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 $1.1 million as of December 31, 2012 and $0.9 million in the period from March 2, 2011 to December 31, 2011.  

17

Workflow Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2012 and the Period from March 2, 2011 (commencement of operations) to December 31, 2011

Debt

Approximately 68%, or $90.3 million and approximately 66%, or $91.1 million, of the outstanding balance of the Company’s First Lien Term Loan at December 31, 2012 and 2011, respectively, and 100% of the outstanding balance of the Second Lien Term Loan at December 31, 2012 and 2011, was financed by funds managed by entities that also manage members of the Company.  Accrued interest payable to related parties totaled $4.4 million and $3.7 million at December 31, 2012 and 2011, respectively.

16.

Subsequent Event

The Company evaluated events occurring subsequent to the date of the consolidated financial statements in determining the accounting for and disclosure of transactions and events that affect the consolidated statements.  Subsequent events have been evaluated through April 30, 2013, which is the date the consolidated financial statements were available for issuance.  Except for those discussed in Note 10, the Company did not identify any additional subsequent events which would require recognition or disclosure in the financial statements.

18

EX-99

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 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

EX-99

Exhibit 99.3

STANDARD REGISTER COMPANY

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

On August 1, 2013, Standard Register acquired all of the outstanding membership interests of WorkflowOne, LLC (WorkflowOne) for a total purchase price of one dollar (the "Acquisition").  In connection with the Acquisition, Standard Register also assumed $210 million of WorkflowOne's existing debt under two secured credit facilities, 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.

The unaudited pro forma combined condensed balance sheet as of June 30, 2013, combines the historical consolidated balance sheets of Standard Register and WorkflowOne, giving effect to the Acquisition as if it had occurred on June 30, 2013. The unaudited pro forma combined condensed statements of income for the fiscal year ended December 30, 2012, and the six-month period ended June 30, 2013, combine the historical consolidated statements of income of Standard Register and WorkflowOne, giving effect to the Acquisition as if it had occurred on January 2, 2012 (the first day of Standard Register's fiscal 2012). The historical consolidated financial information has been adjusted in the unaudited pro forma combined condensed financial statements to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the statements of income, expected to have a continuing impact on the combined company's results. The unaudited pro forma combined condensed financial information should be read in conjunction with the accompanying notes that describe the pro forma amounts and adjustments presented.

	The unaudited pro forma combined condensed balance sheet combines Standard Register's unaudited consolidated balance sheet as of June 30, 2013 with WorkflowOne's unaudited consolidated balance sheet as of June 30, 2013.
	The unaudited pro forma combined condensed statement of income for the year ended December 30, 2012 combines Standard Register's audited consolidated statement of income for the fiscal year ended December 30, 2012 with WorkflowOne's audited consolidated statement of income for the calendar year ended December 31, 2012. The results of WorkflowOne attributable to the extra day in 2012 were not eliminated within the combined condensed statement of income for the fiscal year ended December 30, 2012 as the impact is not material.
	The unaudited pro forma combined condensed statement of income for the six-month period ended June 30, 2013 combines Standard Register's unaudited consolidated statement of income for the six-month period ended June 30, 2013 with WorkflowOne's unaudited consolidated statement of income for the six-month period ended June 30, 2013.

The unaudited pro forma combined condensed financial information has been prepared by Standard Register using the acquisition method of accounting in accordance with U.S. generally accepted accounting principles (GAAP). Standard Register has been treated as the acquirer in the Acquisition for accounting purposes. The unaudited pro forma combined condensed balance sheet has been adjusted to reflect the preliminary allocation of the estimated purchase price to identifiable net assets acquired and the excess purchase price to goodwill. The allocation of the purchase price is preliminary and is subject to change. The assets acquired and liabilities assumed of WorkflowOne have been measured at their estimated fair values at August 1, 2013. Differences between these estimates of fair value and the final acquisition accounting will occur, and those differences could have a material impact on the accompanying unaudited pro forma combined condensed financial information and the combined company's future results of operations and financial position. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma combined condensed financial information prepared in accordance with the rules and regulations of the Securities and Exchange Commission.  The final allocation is dependent upon certain valuation and other studies that have not yet been completed.

Standard Register will finalize the purchase price allocation as soon as practicable within the measurement period prescribed by Financial Accounting Standards Board Accounting Standards Codification (ASC) 805, Business Combinations, but in no event later than one year following completion of the Acquisition. Standard Register is in the process of gathering and assessing the information necessary to determine the required fair value measures at August 1, 2013 and actual amount of cash received including:

	the fair value to be assigned to the debt assumed and warrants issued
	the fair value of trade account and other receivables as of August 1, 2013 that are not expected to be collectible
	the amounts recorded for each major class of assets acquired and liabilities assumed, including valuations of identified acquired intangible assets and plant and equipment

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1

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	the nature, amounts recognized, and measurement basis of assets and liabilities arising from contingent liabilities recognized, and
	qualitative and quantitative information related to any goodwill recorded, including the allocation of goodwill to reporting units, as appropriate.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent the actual results of operations that Standard Register and WorkflowOne would have achieved had the companies been combined during these periods and is not intended to project the future results of operations that the combined company may achieve after the Acquisition. The unaudited pro forma combined condensed financial information does not reflect any cost savings that may be realized as a result of the Acquisition and also does not reflect any restructuring or integration-related charges to achieve those potential cost savings.

2

THE STANDARD REGISTER COMPANY

 UNAUDITED PRO FORMA COMBINED CONDENSED

BALANCE SHEET

AS OF JUNE 30, 2013

(In thousands, except per share amounts)

-

	Standard Register			WorkflowOne			Pro Forma Adjustments				Pro Forma Combined
ASSETS
Cash and cash equivalents	$	481		$	19,939		$	(18,234	)	(a)	$	2,186
Accounts receivable, net	99,423			57,799			(824		)	(i)	156,398
Inventories, net	41,930			22,877			1,972			(c)	66,117
							(662		)	(i)
Prepaid expense	10,398			8,885							19,283
Total current assets	152,232			109,500			(17,748		)		243,984
Plant and equipment, net	56,310			47,843			2,564			(d)	106,717
Goodwill	7,456			33,926			36,365			(e)	77,747
Intangible assets, net	5,453			87,837			(37,697		)	(f)	55,593
Other	28,149			3,474			(2,421		)	(i)	29,202
Total assets	$	249,600		$	282,580		$	(18,937	)		$	513,243
LIABILITIES
Accounts payable	$	31,790		$	29,246		$	6,064		(g)	$	67,100
Other current liabilities	41,211			32,992			(12,849		)	(b)	58,773
							(2,581		)	(i)
Total current liabilities	73,001			62,238			(9,366		)		125,873
Long-term debt	46,244			322,859			(112,698		)	(b)	256,405
Pension benefit liability	239,410			—							239,410
Other long-term liabilities	9,808			1,520			(1,355		)	(i)	9,973
Total liabilities	368,463			386,617			(123,419		)		631,661
SHAREHOLDERS' DEFICIT
Common stock, capital in excess of par value, and membership interests	100,110			42,200			(35,691		)	(h)	106,619
Accumulated other comprehensive losses	(217,838		)	—			—				(217,838		)
Retained earnings (accumulated deficit)	49,101			(146,237		)	146,237			(h)	43,037
							(6,064		)	(g)
Treasury stock	(50,236		)	—							(50,236		)
Total shareholders' deficit	(118,863		)	(104,037		)	104,482				(118,418		)
Total liabilities and shareholders' deficit	$	249,600		$	282,580		$	(18,937	)		$	513,243

See accompanying notes.

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3

THE STANDARD REGISTER COMPANY

 UNAUDITED PRO FORMA COMBINED CONDENSED

STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 30, 2012

(In thousands, except per share amounts)

-

	Standard Register			WorkflowOne			Pro Forma Adjustments				Pro Forma Combined
REVENUE	$	601,988		$	459,354						$	1,061,342
COST OF SALES	421,586			309,944			1,972			(b)	745,662
							1,358			(c)
							10,802			(f)
GROSS MARGIN	180,402			149,410			(14,132		)		315,680
OPERATING EXPENSES
Selling, general and administrative	182,012			145,518			1,531			(c)	307,852
							(9,110		)	(d)
							(1,297		)	(e)
							(10,802		)	(f)
Restructuring and other exit costs	4,278			1,800							6,078
Total operating expenses	186,290			147,318			(19,678		)		313,930
(LOSS) INCOME FROM OPERATIONS	(5,888		)	2,092			5,546				1,750
OTHER INCOME (EXPENSE)
Interest expense	(2,689		)	(50,105		)	32,629			(a)	(20,165		)
Other income	39			—							39
Total other expense	(2,650		)	(50,105		)	32,629				(20,126		)
LOSS BEFORE INCOME TAXES	(8,538		)	(48,013		)	38,175				(18,376		)
INCOME TAX EXPENSE	534			—			-			(g)	534
NET LOSS	$	(9,072	)	$	(48,013	)	$	38,175			$	(18,910	)
BASIC AND DILUTED LOSS PER SHARE	$	(1.55	)	N/A							$	(3.24	)
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING	5,839			N/A							5,839

See accompanying notes.

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THE STANDARD REGISTER COMPANY

 UNAUDITED PRO FORMA COMBINED CONDENSED

STATEMENT OF INCOME

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

(In thousands, except per share amounts)

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	Standard Register			WorkflowOne			Pro Forma Adjustments				Pro Forma Combined
REVENUE	$	278,437		$	223,070						$	501,507
COST OF SALES	197,462			150,116			723			(c)	353,927
							5,626			(f)
GROSS MARGIN	80,975			72,954			(6,349		)		147,580
OPERATING EXPENSES
Selling, general and administrative	85,386			70,505			815			(c)	144,611
							(4,555		)	(d)
							(1,914		)	(e)
							(5,626		)	(f)
Restructuring and other exit costs	819			1,156							1,975
Total operating expenses	86,205			71,661			(11,280		)		146,586
(LOSS) INCOME FROM OPERATIONS	(5,230		)	1,293			4,931				994
OTHER INCOME (EXPENSE)
Interest expense	(1,154		)	(27,073		)	18,311			(a)	(9,916		)
Other income	58			—							58
Total other expense	(1,096		)	(27,073		)	18,311				(9,858		)
LOSS BEFORE INCOME TAXES	(6,326		)	(25,780		)	23,242				(8,864		)
INCOME TAX EXPENSE	434			—						(g)	434
NET LOSS	$	(6,760	)	$	(25,780	)	$	23,242			$	(9,298	)
BASIC AND DILUTED LOSS PER SHARE	$	(1.15	)	N/A							$	(1.57	)
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING	5,925			N/A							5,925

See accompanying notes.

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NOTES TO THE UNAUDITED PRO FORMA

COMBINED CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE 1 – DESCRIPTION OF TRANSACTION

On August 1, 2013, The Standard Register Company (referenced in this report as the "Company," "we," "our," or "Standard Register,") acquired all of the outstanding membership interests of WorkflowOne for a total purchase price of one dollar (the "Acquisition").  In connection with the Acquisition, Standard Register also assumed $210,000 of WorkflowOne's existing debt under two secured credit facilities, as described below, 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 warrants are exercisable beginning on the first business day after the date of obtaining shareholder approval and ending three months after the date of obtaining such approval. The per share exercise price of each warrant is $0.00001.

Debt assumed under the First Lien Credit Facility was approximately $123,753 and is secured by substantially all of the assets of the combined companies.  Quarterly payments of $2,500 are due beginning September 2014 with additional mandatory payments due based on a percentage of excess cash flow and certain other events. The full unpaid principal amount is due on August 1, 2018.  The debt will bear interest at an adjusted LIBOR plus 7.00%.

Debt assumed under the Second Lien Credit Facility was approximately $86,247 and is secured by substantially all of the assets of the combined companies.  Upon the termination of the First Lien Credit Facility, mandatory payments are due based on a percentage of excess cash flow and certain other events. The full unpaid principal amount is due on February 1, 2020.  The debt will bear interest at an adjusted LIBOR plus 8.65%.

In addition, Standard Register issued $10,000 of non-interest bearing “Tranche B Second Lien Term Loans.” The final working capital amount is in the process of being finalized and will determine whether this debt will be canceled for no consideration, funded from cash placed in escrow by the seller, or a combination of the two options.

NOTE 2 – BASIS OF PRESENTATION

The unaudited pro forma combined condensed financial information was prepared using the acquisition method of accounting and is based on the historical consolidated financial statements of Standard Register and WorkflowOne. The acquisition method of accounting is based on Accounting Standards Codification (ASC) 805 Business Combinations and uses the fair value concepts defined in ASC 820, Fair Value Measurements.

ASC 805 requires us, among other things, to recognize most assets acquired and liabilities assumed at their fair values as of the acquisition effective date. In addition, ASC 805 requires that the consideration transferred be measured at the date the Acquisition was completed at the then-current market price.

ASC 820 defines the term “fair value,” sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures.  Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”  This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Standard Register may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Standard Register's intended use of those assets. Many of these fair value measurements are highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded, as of August 1, 2013, primarily at their respective fair values and added to those of Standard Register.  Financial statements and reported results of operations of Standard Register issued after completion of the Acquisition will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of WorkflowOne.

Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal, valuation, and other professional fees) are not included as a component of consideration transferred but are accounted for as expense in the periods in which the costs are incurred. Total acquisition-related transaction costs expected to be incurred are estimated to be approximately $8,831 of which $2,767 were incurred through June 30, 2013.

Certain acquisition-related transaction costs incurred in both 2012 and the six-month period ended June 30, 2013 are reflected as a pro forma adjustment to the unaudited pro forma combined condensed statements of income for those same periods as a reduction in selling, general and administrative expenses because those net costs are not expected to have a continuing impact on the combined company's results. The unaudited pro forma combined condensed balance sheet as of June 30, 2013 is required to include adjustments which give effect to events that are directly attributable to the transaction regardless of whether

they are expected to have a continuing impact on the combined company's results or are non-recurring. Therefore, acquisition-related transaction costs expected to be incurred subsequent to June 30, 2013 of approximately $6,064 are reflected as a pro forma adjustment to the unaudited pro forma combined condensed balance sheet as of June 30, 2013 as an increase to accrued expenses and other current liabilities.

The unaudited pro forma combined condensed financial information does not reflect any anticipated cost savings that may be realized as a result of the Acquisition.  Although the Company projects that annual cost savings of approximately $40,000 will result from the Acquisition, there can be no assurance that these cost savings will be achieved. The unaudited pro forma combined condensed financial information also does not reflect the approximately $29,800 of restructuring and approximately $8,500 of integration-related charges to achieve those potential cost savings.  

The unaudited pro forma combined condensed financial information does not claim to represent our actual results of operations that would have occurred if the Acquisition had taken place on the dates specified, nor are they indicative of the results that may be achieved in the future.

NOTE 3 – ACCOUNTING POLICIES

The accounting policies used in the preparation of this unaudited pro forma combined condensed financial information are those disclosed in Standard Register's audited financial statements as of December 30, 2012 and WorkflowOne's audited financial statements as of December 31, 2012.  The unaudited pro forma combined condensed financial information reflects adjustments to conform WorkflowOne's presentation to Standard Register's accounting policies, including conforming reclassifications in the balance sheet and statement of income. At this time, Standard Register is not aware of any accounting policy differences that would have a material impact on the combined company's financial statements, however, as Standard Register completes its review of WorkflowOne's accounting policies, it is possible that other policy differences may be identified that, when conformed, could have a material impact on the combined company's financial statements.

NOTE 4 – CALCULATION OF PURCHASE CONSIDERATION TRANSFERRED AND PRELIMINARY PURCHASE PRICE ALLOCATION

The components of consideration transferred for the acquisition of WorkflowOne was one dollar in cash and the issuance of 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.

The estimated purchase price of WorkflowOne consists of the following:

Estimated fair value of warrants issued	$	6,509
Cash acquired	(1,705		)
Net consideration transferred	$	4,804

The total estimated fair value of $6,509 calculated for the warrants is preliminary and is based on the closing price of Standard Register common shares on July 31, 2013, discounted for their lack of marketability.  The cash acquired is also preliminary and will depend on the final working capital adjustment which is not reflected in this unaudited pro forma combined condensed financial information.

Preliminary Purchase Price Allocation

For purpose of preparing the unaudited pro forma combined condensed financial information, the estimated purchase price was allocated to WorkflowOne's assets acquired and liabilities assumed as of June 30, 2013.  The allocation of the purchase price is preliminary and has been prepared to illustrate the estimated effect of the Acquisition.  The final allocation is dependent upon certain valuation and other studies that have not yet been completed.  Accordingly, differences between these estimates of fair value and the final acquisition accounting will occur, and those differences could have a material impact on the accompanying unaudited pro forma combined condensed financial information.

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The following summarizes the preliminary estimate of the assets acquired and the liabilities assumed by Standard Register in the Acquisition, assuming the Acquisition took place on June 30, 2013.

	June 30, 2013
Assets
Cash and cash equivalents	$	1,705
Accounts receivable	56,975
Inventories	24,187
Plant and equipment	50,407
Goodwill	70,291
Identified intangibles	50,140
Other assets	9,938
Liabilities
Long-term debt and capital leases, including current portion	(210,420		)
Other liabilities assumed	(46,714		)
Net assets acquired	$	6,509

NOTE 5 – ADJUSTMENTS TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

a) Represents adjustment to eliminate cash not acquired by Standard Register.

b) Represents net adjustment to eliminate $120,698 in debt and $4,849 in accrued interest not assumed by Standard Register. For purposes of the pro forma financial information, we expect that the additional $10,000 of non-interest bearing Tranche B Second Lien Term Loans will be canceled for no consideration.  

c) Represents adjustment to record WorkflowOne's finished goods and work-in-process inventory at its estimated selling price, plus a reasonable profit allowance for selling effort and costs to complete for work-in-process inventory.  Raw material inventory has been valued at current replacement cost, which approximates WorkflowOne's carrying value.  

d) Represents adjustment to record WorkflowOne's plant and equipment at its estimated fair value, resulting in an increase to plant and equipment, primarily buildings and computer software.  

e) Represents net adjustment to eliminate WorkflowOne's historical goodwill of $33,926 and record estimated goodwill of $70,291 resulting from the Acquisition.

f) Represents net adjustment to eliminate WorkflowOne's historical intangible assets of $87,837 and record the estimated fair value of intangible assets acquired of $50,140.

g) Represents adjustment to accrue for $6,064 of acquisition-related costs expected to be incurred by the combined company subsequent to June 30, 2013.  Total acquisition-related transaction costs expected to be incurred are estimated to be approximately $8,831, of which $2,767 were incurred prior to June 30, 2013.

h) Represents adjustments to eliminate WorkflowOne's historical accumulated deficit of $146,237, eliminate WorkflowOne's historical membership interests of $42,200, and to increase additional paid in capital by $6,509 to record the estimated fair value of the warrants issued as consideration in the Acquisition.

i) Represents adjustment to reflect the acquisition method accounting based on the estimated fair value of the remaining assets and liabilities of WorkflowOne.

The valuation allowance of Standard Register which is included in Other Assets will remain unchanged as the Company does not anticipate a material change to its valuation allowance due to the Acquisition.

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NOTE 6 – ADJUSTMENTS TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME

a)

Represents net adjustment to interest expense of $32,629 in 2012 and $18,311 in the six month period ended June 30, 2013 to:

	Eliminate WorkflowOne historical interest expense by $47,471 in 2012 and $25,660 for the six month period ended June 30, 2013 related to the 1st Lien and 2nd Lien Term Loans
	Record interest expense of $17,364 in 2012 and $8,602 for the six month period ended June 30, 2013 related to the portion of the 1st and 2nd Lien Term Loans assumed by Standard Register using the rate effective at the date of acquisition
	Reduce expense by $1,882 in 2012 and $977 for the six month period ended June 30, 2013 to eliminate the credit in interest expense for the amortization of the previous fair value adjustment of the WorkflowOne debt.  The WorkflowOne debt was previously required to measured at fair value upon its reorganization in accordance with ASC 852.
	Reduce interest expense by $640 in 2012 and $276 for the six month period ended June 30, 2013 to adjust expense on Standard Register's amended credit facility to the rate effective at the date of acquisition

The net affect on interest expense related to the elimination of historical amortization from WorkflowOne's debt issuance costs and the amortization of Standard Register's additional debt issuance costs is not material

b)

Represents adjustment to cost of sales related to the increased basis of inventory which has been recorded at estimated fair value.  As the acquired inventory is sold, its cost of sales will reflect the increased valuation of WorkflowOne's inventory, which will temporarily reduce gross margins until such inventory is sold.

c)

Represents adjustments to depreciation expense related to the increased basis of plant and equipment which has been recorded at its estimated fair value and for useful live assumption changes assigned to plant and equipment.  The fair value adjustment most significantly impacts buildings and computer software, offset by a reduction in the fair value assigned to furniture and fixtures. The allocation of depreciation between cost of sales and selling, general, and administrative expenses is based on historical WorkflowOne trends.

d)

Represents net adjustment to eliminate $17,683 in 2012 and $8,841 in the six month period ended June 30, 2013 of WorkflowOne's historical amortization expense for previously identified intangible assets and to record amortization expense (calculated on a straight line basis) of $8,573 in 2012 and $4,286 in the six month period ended June 30, 2013 related to identifiable intangible assets identified in the Acquisition.  These identifiable intangible assets primarily include:

	Customer relationships ($41,600) which are expected to have an estimated useful life of approximately six years
	Trademarks ($8,400), the majority of value which is expected to have an estimated useful life of approximately ten years

e)

Represents adjustment to reduce selling, general, and administrative expense to eliminate acquisition-related transaction costs incurred by Standard Register and WorkflowOne in 2012 and for the six-month period ended June 30, 2013.

f)

Represents adjustment to reclass certain selling, general, and administrative expenses in WorkflowOne's historical financial statements to cost of sales to conform to Standard Register's financial statement presentation.  

g)

Because of the valuation allowance against our deferred tax assets, there is no tax affect from the pro forma adjustments.

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