UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2003
Commission file number 0-24383
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1507104
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
240 Royal Palm Way, Palm Beach, Florida 33480
(Address of principal executive offices) (Zip Code)
(561) 659-6551
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __ No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes__ No__
The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant as of August 5, 2003: 68,888,572.
The number of shares of common stock of the registrant outstanding as of
August 5, 2003: 13,389,362.
PART I
Unless indicated otherwise, "Workflow," the "Company," "we," "us" and
"our" refer to Workflow Management, Inc. and its subsidiaries. The following
discussion is qualified in its entirety by the detailed information, including
"Risk Factors" in Item 1 and the consolidated financial statements of Workflow
in Item 8 appearing elsewhere in this Form 10-K. This Form 10-K contains
forward-looking statements that involve risks and uncertainties. When used
herein, the words "anticipate," "believe," "estimate," "expect," "plan" and
similar expressions are intended to identify such forward-looking statements.
The Company's actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in "Item 1. Business - Risk Factors," "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" and those discussed elsewhere in this Form 10-K.
In this Form 10-K, "Fiscal 2001," "Fiscal 2002" and "Fiscal 2003" refer to
our fiscal years ended April 30, 2001, 2002 and 2003, respectively.
Item 1. Business
Spin-off Transaction
Workflow was incorporated in the state of Delaware on February 13, 1998.
The Company currently conducts its operations through 18 direct or indirect
United States and Canadian subsidiaries. The principal executive offices of the
Company are located at 240 Royal Palm Way, Palm Beach, Florida 33480. Workflow's
telephone number is (561) 659-6551.
Workflow was formed by the former U.S. Office Products Company, a Delaware
corporation ("U.S. Office Products"), in connection with U.S. Office Products'
strategic restructuring plan that closed in June 1998 (the "Strategic
Restructuring Plan"). As part of its Strategic Restructuring Plan, U.S. Office
Products (i) transferred to the Company substantially all the assets and
liabilities of U.S. Office Products' Print Management Division and (ii)
distributed to holders of U.S. Office Products common stock ("U.S. Office
Products Common Stock") 14,642,981 shares (the "Workflow Distribution") of the
Company's common stock, par value $.001 per share (the "Company Common Stock")
pursuant to the terms of a distribution agreement. Holders of U.S. Office
Products Common Stock were not required to pay any consideration for the shares
of Company Common Stock they received in the Workflow Distribution. The Workflow
Distribution occurred on June 9, 1998.
Company Overview
We are one of the largest distributors of printed business products in
North America and we are also a leading provider of end-to-end business
management outsourcing solutions which include vendor-neutral custom print
sourcing, workflow consulting and integrated storage and distribution services
that allow our customers to control all of their print-related costs. We produce
and distribute a full range of printed business products and provide related
management services to approximately 31,000 customers in North America ranging
in size from small businesses to Fortune 100 companies. As a procurement,
logistics and distribution manager for documents, print and office products, we
serve as the primary source of these business supplies for our customers. We
provide our customers with an integrated set of services and information tools
that reduces the costs of procuring, storing, distributing and using printed
business products and produce custom business documents, envelopes, direct mail
and commercial printing.
We employ over 800 sales and customer service representatives that service
our stable and diversified customer base. This customer base includes, among
others, ADP, Aetna, Alaska Airlines, the American Heart Association, Ameritrade,
Banco Popular, Bank of Montreal, Barneys of New York, Brookstone, Busch Gardens,
Canon, Chase Manhattan Bank, Citibank, Credit Suisse First Boston, Dollar
General, Family Dollar Stores, Federated Department Stores, Fleet Bank,
Grainger, Group Health, Health Insurance Plan of NY, KB Toys, Kraft Foods,
Merrill Lynch, Metropolitan Life, Rent-A-Center, Salomon Smith Barney, Shell
Canada, Toronto Dominion Bank, Travelers Insurance and Wells Fargo, many of whom
have been our customers for over 10 years.
Our extensive product line includes: (i) envelopes, including specialty
envelopes for use in credit card solicitations, monthly statements, annual
reports, direct mail and airline itinerary jackets, (ii) custom documents, such
as invoices, purchase orders and checks, (iii) commercial printing, such as
product and corporate brochures, catalogs and directories, (iv) direct mail
literature, (v) print-on-demand, such as that provided by our on-line document
management system, (vi) promotional products and advertising specialties, and
(vii) office supplies. We also offer design services to our customers utilizing
several digital pre-press systems for converting text and graphics to film and
plates prior to printing. Our printing operations, combined with our extensive
vendor network and distribution capabilities, give us broad flexibility to meet
our customers' demand for printed products.
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We operate in 89 facilities throughout North America and utilize
approximately 650,000 square feet for manufacturing, 574,000 square feet for
distribution, 523,000 square feet for warehousing, 78,000 square feet for
print-on-demand and 427,000 square feet for sales and administrative offices.
At April 30, 2003 and for Fiscal 2003, we had approximately $329.9 million
in total assets and generated a net loss from continuing operations of $29.4
million from revenues of $622.7 million. We have approximately 2,800 full-time
employees.
Financial information with respect to our geographic segments is set forth
in "Note 16 - Segment Reporting" to our consolidated financial statements, which
are contained in "Item 8. Financial Statements and Supplementary Data" of this
Form 10-K. As also set forth in Note 16, we ceased reporting segment information
for our operations formerly known as the Printing and Solutions divisions during
Fiscal 2003.
Industry Overview
Business Processing Outsourcing Industry
According to Gartner Group, the U.S. business processing outsourcing
industry was projected to be over $100 billion in 2003 as companies continue to
streamline operations, reduce costs and focus on their core competencies. Of the
many business processes targeted for outsourcing, office management services
related to printed business communications have become a major focus, accounting
for approximately $819 billion in costs in 2001 according to CAP Ventures, Inc.,
an industry research firm. Also according to CAP Ventures, this trend towards
outsourcing a greater proportion of the printed business communications process
has created rapid growth in the print-on-demand market and the document
outsourcing industry is expected to grow from $28 billion in revenues in 2000 to
over $50 billion in 2005, representing a compounded annual growth rate ("CAGR")
of 12.5%. Business process outsource providers are typically small- to
medium-sized document and forms distributors and diversified print management
companies, as well as technology companies that have attempted to leverage their
capabilities to provide a total outsourcing solution.
Printing Industry
The printing industry is one of the largest industries in the United
States, with total annual U.S. sales in 2001 of approximately $159 billion and a
CAGR of 3.8% since 1996 according to Printing Industry of America, Inc. General
printing services include commercial printing, financial printing, book
publishing, quick printing and the production of business documents, greeting
cards and other stationery-type products. As the printing industry's growth rate
has slowed in recent years and competitive pressures have increased, there has
been a gradual trend toward consolidation in the industry; however, the industry
remains extremely fragmented with approximately 46,000 printing businesses
nationwide. According to Printing Industry of America, the largest segments of
the industry in which we compete are (i) general commercial printing, including
direct mail advertising, which generated over $53 billion in U.S. sales in 2001
and has grown at a CAGR of 4.3% since 1996 and (ii) packaging printing,
including envelopes, which generated over $22 billion in U.S. sales in 2001 and
has grown at a CAGR of 5.1% since 1996. In these segments, the market is
generally serviced by privately owned printers that typically employ fewer than
20 people.
According to CAP Ventures, the direct cost of printed business products
represents only a small portion of a typical company's total annual print budget
while the cost of procuring, managing, storing, using and distributing printed
business products accounts for the overwhelming majority of such budget. By
outsourcing non-core print related operations, our customers decrease their
costs and improve control over their print related expenditures by: (i)
leveraging our nationwide network of approximately 7,000 print vendors,
including our own manufacturing facilities, (ii) establishing more efficient
inventory levels, and (iii) consolidating requisitions, productions and
deliveries. We utilize our proprietary distribution management system,
GetSmart(R), to provide our customers automated, vendor-neutral inventory
management and order fulfillment services. In addition, GetSmart(R) connects our
customers with a broad network of independent vendors and over 900,000 SKUs of
customized print products and offers our customers web-based access to our
nationwide warehousing network to further facilitate the ordering, storage and
shipment of their printed business and office supplies.
Our Competitive Strengths
We believe that our business is characterized by the following competitive
strengths:
Full-Service Provider of High Quality, Value Added Products and Services.
We are a full-service provider of one of the broadest and most complete
offerings of quality products and services in our industry. By offering an
integrated single source solution to address both outsourcing and print
manufacturing needs, we enable our customers to streamline their internal
document processes, reduce their costs and enhance their printed business
communications. Our GetSmart(R) system provides our customers with
vendor-neutral access to over 7,000 suppliers, which allows for a competitive
bidding process and lower costs. In addition, through GetSmart(R), our customers
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can reduce costs and identify process improvements by (i) managing their cost
centers, (ii) monitoring product activity, (iii) entering product orders, and
(iv) generating reports on usage trends, dollar expenditures, order histories,
inventory information and low stock notices. Through our print manufacturing
facilities, we can print virtually anything, from business cards to premium
full-color brochures and annual reports and from basic envelopes to highly
customized direct mailers. We offer a broad range of services that are tailored
to the needs of our customers, including digital pre-press technology.
Proven, Diversified Business Model. We currently operate one of the
largest print manufacturing and distribution networks in North America, with 25
print manufacturing and distribution facilities. From Fiscal 1998 to Fiscal
2003, our revenues increased at a CAGR of 12.0%. We believe that our diverse
customer base and revenue sources and our diverse product line within the
printing industry will provide not only stable cash flows, but also mitigate any
single customer risk and changes in demand for certain printed products.
Strong, Long-Term Customer Relationships. We sell our products to
approximately 31,000 customers and we maintain long-term strategic relationships
with leading financial institutions, health care providers and insurers, and
consumer product companies. Our ten largest customers for Fiscal 2003 included:
ADP, the American Heart Association, Banco Popular, Bank of Montreal, Citigroup,
Dollar General, Health Insurance Plan of NY, KB Toys, Kraft Foods, and Shell
Canada. Although, in general, our customer contracts can be terminated at any
time by the customer, the length of our relationships with our ten largest
Fiscal 2003 customers averages approximately 10 years. By maintaining a strong
base of long-term customer relationships, we are better able to manage our costs
and invest to grow our business.
Experienced Management Team. Our senior management team, consisting of
experienced executive officers and key managers within our operating
subsidiaries, has an average of approximately 20 years of service in the
printing and outsourcing industries.
Our Business Strategy
The principal features of our business strategy are outlined below:
Tailor End-to-End Solutions to Customer Needs. We believe we are one of
the few printing and document management companies that has successfully
marketed creative, production and distribution services to address
customer-specific printing and processing needs. As the printing industry
continues to change, particularly as a result of the Internet, the needs of our
customers continue to evolve. We have adapted our strategy to continue to meet
these demands through GetSmart(R), our electronic procurement, inventory and
distribution management system. Our goal is to expand our market share of both
new and existing customers by continuing to offer comprehensive, distinct and
customized solutions. We believe that this full service strategy will enhance
our internal growth rate as we capitalize on our market expertise.
Utilize Our Extensive Distribution Network to Capitalize upon the
Expanding Outsourcing Market. We believe that the outsourcing market continues
to grow as businesses streamline operations, reduce costs and focus on core
competencies. We believe that companies are seeking to reduce operating costs by
outsourcing the management of their purchasing, sourcing, distribution and
fulfillment processes. We also believe that these customers want to align
themselves with printing businesses that have a significant national presence
and a wide range of capabilities to offer both commercial print and other
essential print-related services. We intend to expand our revenues by leveraging
our national distribution network and our over 800 sales and customer service
representatives. In addition, we will continue to cross sell GetSmart(R) to our
printing customers so that they further realize the benefits of increased
fulfillment and document management services provided by this solution.
Extracting Efficiencies Out of Existing Businesses. We continue to
integrate and consolidate prior acquisitions to take advantage of economies of
scale, best practices and synergies that are inherent in the current operating
units.
Products and Capabilities
We offer customers a wide variety of products through our more than 800
sales and customer service representatives and a nationwide network of
approximately 7,000 vendors. These products include: (i) commercial printing,
including design and pre-press; (ii) data mailers and envelopes; (iii) corporate
stationery; electronic forms; continuous, snap-apart forms and cut sheets; (iv)
direct mail; (v) tags and labels; (vi) computer paper, supplies and accessories;
(vii) office supplies and furniture; and (viii) promotional products and
advertising specialties.
Commercial Printing. Our commercial printing line includes products such
as corporate brochures, catalogs, directories, calendars, posters, point of
purchase displays and promotional products. These products are designed and
manufactured to customers' requirements. We provide a variety of custom
services, including art direction, digital and conventional design, layout,
illustration, photography and production.
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Envelopes. Primarily serving customers in Northeast United States, we
offer a complete line of conventional and specialty envelopes for applications
such as billing, credit card solicitations, annual reports, proxy solicitations,
direct mail and airline tickets. Our envelopes are of varying sizes and
specialized materials, with constructions including wallet flap, flat mailer,
safety fold, peel and seal, clasp, button and string, window, expansion and
continuous. We customize dimensions, materials, construction and graphics to
customers' specific requirements.
Custom Documents. We offer a complete line of custom and stock documents,
such as invoices, purchase orders, money orders and bank drafts. These documents
may be fan-folded, roll-fed, snap-apart or cut-sheet, and are manufactured to
specification with respect to content, size, plies, paper and inks.
Direct Mail. Our direct mail operations are equipped to handle the design,
management and letter shop needs of individual direct mail projects and ongoing
campaigns. Our capabilities include conventional and electronic pre-press, full
web and sheet fed printing, data processing and laser printing, and extensive
bindery and letter shop services.
Print-on-Demand. Our print-on-demand services allow customers to have
their materials printed immediately direct-from-file, thereby bypassing the
usual pre-production steps of film and plates. Files can be accepted in a wide
variety of formats and program platforms either on disk or through the Internet.
This technology is designed for customers who need fast turnaround times and
shorter print runs.
Print Management, Storage and Inventory Management Services. For many
businesses, the costs of managing, storing and using printed products exceed
their purchase price. We seek to control our customers' costs and improve
efficiency by providing storage facilities and inventory management services
that give our customers the on-line capability to order inventory and access
information about current inventory levels. We deliver our on-line inventory
management services through GetSmart(R), our proprietary computerized
transaction and information system.
The GetSmart(R) system provides transaction, reporting and control
capabilities to our customers. Customers can access GetSmart(R) either off-line,
through sales and customer support personnel, or on-line, through wide area
network, dial-up, leased-line and Internet connections. We believe this array of
delivery options makes GetSmart(R) attractive by automating many of the
time-consuming steps of the procurement cycle, increasing productivity and
reducing operating costs. Customers of every size and complexity also benefit by
improved inventory controls and increased focus on core competencies.
GetSmart(R) can generate more than 200 real-time and periodic reports to
customers. These reports detail, summarize, and analyze purchases, inventory
levels, utilization rates, and billing by cost center, product, and product line
to meet each customer's specific needs. Reports can be viewed on-screen in real
time, printed at the customer's premises, printed remotely and delivered to a
customer, or transmitted electronically for further processing by a customer's
internal management information system. The GetSmart(R) system maintains five
years of historical data on-line for comparative reports and analyses. In
addition, GetSmart's(R) base line pricing report routinely analyzes changes in
prices charged to customers, an analysis we believe is unique in the industry.
GetSmart(R) also provides customers with a system of management controls for
certain services. Customers may control cost center access with passwords,
allocate inventories to cost centers, limit the transacting and reporting
authority of each cost center by product or product line, constrain purchases
and requisitions to amounts budgeted for each cost center, and suspend
transactions until they are reviewed and approved.
Operations
Sales. We sell products directly to end-users, as well as to distributors
and brokers who then re-sell to end-users. We currently employ more than 800
sales representatives and customer service personnel in 286,000 square feet of
office space throughout North America in 25 U.S. states, 6 Canadian provinces
and Puerto Rico. A majority of our sales representatives are compensated
primarily through commissions based on either product sales or gross margins.
Distribution. Products purchased by our customers are either shipped
directly to customers or held in inventory and shipped as requisitioned by
customers. Finished goods we purchase from manufacturers and wholesalers are
either shipped directly to customers by vendors, or shipped to, stored in, and
shipped from one of our distribution centers. We lease all of our distribution
centers and rent additional warehouse space as necessary. We employ
approximately 300 distribution personnel. Products are transported from our
suppliers and to our customers by UPS and other short-haul, regional, contract
and custom carriers, as well as by air and ground courier services.
Manufacturing. We operate approximately 650,000 square feet of
manufacturing space in 3 U.S. states and 4 Canadian Provinces. These plants
employ approximately 1,300 manufacturing personnel and utilize approximately 208
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presses and other machines. Our broad line of conventional and specialty
envelopes is manufactured in three plants located in New York and Pennsylvania.
Our Canadian facilities produce documents, commercial print and labels
throughout the country. Our commercial print and direct mail facilities are
located in southern California. In addition, we operate a network of
approximately 78,000 square feet of print-on-demand facilities, providing
digital imaging and litho quick printing. We also operate several conventional
and digital pre-press systems for converting text and graphics to film and
plates prior to printing. Among these pre-press capabilities are several
state-of-the-art digital systems which enhance overall production efficiency and
provide high-process capabilities to customers.
Purchasing. We purchase finished goods for resale to customers. In
addition to our manufacturing facilities, we have more than 7,000 suppliers of
finished goods, including, among the largest, Ennis Business Forms, Inc.,
Highland Computer Forms, Inc., Mail Computer Service, Inc., PrintXcel, Times
Printing Co., Inc. and TST/Impesso, Inc.
We also purchase raw materials such as paper stock, ink, stock envelopes,
adhesives, plates, film, chemicals and cartons from a variety of manufacturers
and resellers. These materials are purchased job-by-job or under contracts with
terms of up to two years. Longer-term supply contracts generally specify
services to be provided and may guarantee product availability, but typically
reserve to vendors the right to adjust prices as required by market conditions.
The largest suppliers of paper stock to us are Domtar, Inc., National Envelope
Corp., Tri-State Envelope Corp., Unisource, Williamette Industries, Inc. and
Weyerhauser.
Customers
We have approximately 31,000 customers ranging in size from small
businesses to Fortune 100 companies, including financial institutions, health
care providers and insurers, and consumer product companies. Some of our
significant customers include: ADP, the American Heart Association, Banco
Popular, Bank of Montreal, Citigroup, Dollar General, Health Insurance Plan of
NY, KB Toys, Kraft Foods and Shell Canada.
Competition
Our industry is highly competitive and fragmented. Most of our competitors
are small- to medium-sized document and forms distributors and diversified print
management companies, as well as technology companies that have attempted to
leverage their capabilities to provide a total outsourcing solution. Our
manufacturing business competes against a number of large, diversified and
financially stronger printing companies, as well as regional and local
commercial printers, many of which are capable of competing with us in both
volume and production quality. We view our principal competitors for certain of
our product lines and geographic regions to include Moore Wallace Inc., Standard
Register Co., the Relizon Company, Mail-Well, Inc., MeadWestvaco Corporation,
Atlantic Envelope Co., Xerox Corp., Consolidated Graphics, Inc. and other
smaller fragmented or regional competitors. Although we believe customers are
price sensitive, we also believe that customer service and high quality products
are important competitive factors. The main competitive factors in our markets
are customer service, product quality, reliability, flexibility, technical
capabilities and price.
Employees
We currently have approximately 2,800 full-time and 100 part-time
employees, including approximately 800 in sales and sales support and
approximately 1,300 in print production. Approximately 24.4% of our
approximately 1,700 U.S. and Puerto Rican employees and approximately 13.4% of
our approximately 1,200 Canadian employees are represented by labor unions. As a
general matter, we require our sales representatives to enter into employment
agreements with non-competition covenants.
Intellectual Property
We have 21 federally registered trademarks in the U.S. and 1 pending
registration, and we have 45 federally registered trademarks in Canada and 2
pending registrations. We believe that our trademarks and other proprietary
rights are material to the operations of our business. We regard our GetSmart(R)
software as proprietary, and we rely on a combination of copyright and trademark
laws, trade secrets, confidentiality agreements and contractual provisions to
protect these rights. We do not believe that any of our software, trademarks or
other proprietary rights are being infringed by third parties, or that they
infringe proprietary rights of third parties.
Environmental Regulations
Our operations and real property are subject to United States and Canadian
federal, state, provincial and local environmental laws and regulations,
including those governing the use, storage, treatment, transportation and
disposal of solid and hazardous materials, the emission or discharge of such
materials into the environment, and the remediation of contamination associated
with such disposal or emissions (the "Environmental Laws"). Certain of these
laws and regulations may impose joint and several liability on lessees and
owners or operators of facilities for the costs of investigation or remediation
of contaminated properties, regardless of fault or the legality of the original
disposal.
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Past and present business operations that are subject to the Environmental
Laws include the use, storage, handling and contracting for recycling or
disposal of hazardous and nonhazardous materials such as washes, inks,
alcohol-based products, fountain solution, photographic fixer and developer
solutions, machine and hydraulic oils, and solvents. We generate both hazardous
and non-hazardous waste.
Limited environmental investigations have been conducted at certain of our
properties. Based on these investigations and all other available information,
we believe that our current operations are in substantial compliance with the
Environmental Laws. We are not aware of any liability under the Environmental
Laws that we believe would have a material adverse effect on our business,
financial condition or results of operations. No assurance can be given,
however, that all potential environmental liabilities have been identified or
that future uses, conditions or legal requirements (including, without
limitation, those that may result from future acts or omissions or changes in
applicable Environmental Laws) will not require material expenditures to
maintain compliance or resolve potential liabilities.
Executive Officers
Gary W. Ampulski, age 57, was hired as President and Chief Executive
Officer in March 2003. From 2001 to 2002, Mr. Ampulski was President and Chief
Executive Officer of TAB Products Company, a public company specializing in
document management. From 2000 to 2001, Mr. Ampulski was President of Moore
North America, Inc., the business forms and labels operating unit of Moore
Corporation. From 1993 to 2000, Mr. Ampulski served as President of Moore's
Business Communications Service Division. Mr. Ampulski has also held positions
at Midwest Genesis, Bell & Howell, Delphax Systems, Exxon Enterprises and Xerox
Corporation.
Michael L. Schmickle, C.P.A., age 33, was appointed an Executive Vice
President and our Chief Financial Officer, Treasurer and Secretary in April 2000
and has been with us since April 1998, previously serving as a Vice President
and our Corporate Controller. From 1996 to April 1998, he served as an Assistant
Controller of U.S. Office Products Company assigned to its Print Management
Division, the predecessor to Workflow. Prior to that, Mr. Schmickle has also
held positions at General Mills, Inc. as an internal auditor and at the
accounting firm, Price Waterhouse LLP, a predecessor to PricewaterhouseCoopers
LLP, as a senior auditor and Certified Public Accountant.
Risk Factors
The terms of our amended credit facility require us to repay at least
$50.0 million of debt by May 1, 2004 and to repay our remaining credit facility
obligations by August 1, 2004. There can be no assurance that we will be able to
satisfy these obligations.
Under the terms of an amendment to our credit facility that we entered into
with our senior lenders effective as of August 1, 2003, the due date for the $50
million term loan was extended from December 31, 2003 until May 1, 2004 and the
due dates for another term loan and the revolving portion of the facility were
accelerated to August 1, 2004. We are currently pursuing various strategic and
refinancing alternatives that would allow us to repay our credit facility
obligations by their respective due dates. However we do not have any written
agreements or firm commitments with respect to any potential refinancing or
similar transactions, nor do we anticipate generating operating cash flows that
would allow us to repay these obligations directly. There can be no assurance
that we will be able to repay our credit facility obligations by their
respective due dates. In the event we are unable to do so, our lenders would
have the right to declare our entire approximately $170 million credit facility
in default and foreclose on our assets unless we obtained a waiver or amendment
to the credit facility. As a result, the inability to repay our credit facility
obligations would have a material adverse effect on our business, financial
condition and results of operations.
Under the terms of our amended credit facility, we have granted our lenders
warrants to acquire up to 2.4 million shares of our common stock. These warrants
could have a dilutive effect on our existing stockholders.
Under the terms our amended credit facility, we have granted our senior lenders
warrants to acquire up to 2.4 million shares of our common stock, which would
represent approximately 15.2% of our outstanding common stock if the warrants
were exercised. The first warrant tranche, for 400,000 shares, becomes
exercisable on December 31, 2003 unless, by November 30, 2003, we have delivered
a plan that is acceptable to our lenders to repay all of our obligations under
our credit facility. Additional warrant tranches of 400,000 shares each become
exercisable each month for a period of five months beginning no later than March
31, 2004, but only in the event there remains outstanding indebtedness under the
credit facility on the date the tranche becomes exercisable. Each warrant
tranche would have an exercise price equal to the fair market value of our
common stock on the date the tranche becomes exercisable.
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To the extent we are unable to refinance or otherwise repay our credit
facility obligations by the dates on which the various warrant tranches become
exercisable, our lenders will have the right to acquire shares of our common
stock up to a maximum of 2.4 million shares. These warrants would have a
dilutive impact on our existing stockholders to the extent that our lenders ever
exercise the warrants at exercise prices that are less than the fair market
value of our common stock on the date of exercise. Any dilutive impact, or
potentially dilutive impact, of the warrants could adversely affect the market
price of our common stock.
In order to remain in compliance with our credit facility, we have breached
our obligations to pay earn-outs under numerous purchase agreements for prior
acquisitions. These breaches have had, and may continue to have, an adverse
impact on our business.
The terms of most of our purchase agreements for prior acquisitions
require us to pay earn-outs to the former owners of the acquired businesses. In
many cases, the earn-out recipients are employed by us and are critical to
maintaining good relationships with some of our best customers. Under the terms
of an amendment to our credit facility that we entered into with our senior
lenders in January 2003, we were required to defer or otherwise not pay at least
$4.0 million of earn-outs due in May 2003.
Recipients of approximately $1.0 million of earn-out payments voluntarily
agreed to accept subordinated notes due in 2005 in lieu of receiving a cash
earn-out payment in May. However, many earn-out recipients were not willing to
accept these notes. As a result, to remain in compliance with our credit
facility, we were required to breach our earn-out obligations, or in one case
deliver a short-term promissory note, with respect to individuals entitled to
approximately $3.0 million in earn-out payments. Under the terms of an amendment
to the credit facility that we entered into with our senior lenders on August 1,
2003, we were allowed to make certain earn-out payments that were previously
required to be deferred. We believe that the earn-out breaches have had an
adverse effect on the morale and productivity of some of our most important
employees and this adverse effect may impact our operations on a long-term
basis.
We have previously announced that we are pursuing various strategic and
refinancing alternatives, including a potential sale of the Company. Pursuing
the sale of the Company or other strategic alternatives could have a disruptive
effect on our employees and our relationships with our customers and suppliers,
regardless of whether any transaction is consummated.
As previously announced in two public press releases, our Board of
Directors is pursuing various strategic and refinancing alternatives to address
our credit facility obligations, including a potential sale of the Company. The
inherent uncertainties surrounding our pursuit of strategic and refinancing
alternatives, and in particular the uncertainties associated with the potential
sale of the Company, could have disruptive effects on our employees and our
relationships with our customers and suppliers. These disruptive effects could
adversely impact our business, financial condition and results of operations.
Depending on the strategic or refinancing alternatives we ultimately
pursue to address our credit facility obligations, we may have to issue a
significant amount of our equity to lenders and/or investors. Any such issuance
of equity could have a significant dilutive impact on our existing stockholders.
In order to address our credit facility obligations, we may be required to
refinance all or a portion of our debt with equity and/or debt investments by
third parties. Any such transactions could require that we issue lenders and/or
investors a significant amount of our common stock or potentially shares of a
newly created class of preferred stock. Any such issuance of common or preferred
stock could have a significant dilutive impact on our existing stockholders and
could adversely impact the market price of our common stock.
Our credit facility subjects us to a number of financial covenants. If
our financial results in future periods are not what we anticipate, we likely
will breach one or more of these covenants. Any such breaches likely would have
a material adverse impact on our business and financial condition.
The terms of our credit facility require us to comply with certain
financial covenants, including minimum liquidity and minimum EBITDA covenants.
Based on our current business plans and prospects, we believe that we will be
able to satisfy these covenants on an ongoing basis. However, in the event that
our financial results in future periods are not what we anticipate, then we
likely will breach one or more of these covenants. In the event of any such
breaches, our lenders would have the right to declare our credit facility in
default and foreclose on our assets unless we obtain waivers for the breaches.
There can be no assurance that our lenders will provide waivers in the event we
breach any covenants in future periods.
8
Economic events and outside influences from world events have adversely
affected us and could affect our business adversely in future periods.
The U.S. economy has had an adverse effect on our sales and subsequent
profit in recent periods and a continued lack of economic growth could affect
our business adversely in future periods. Changes in economic conditions that
affect customer buying patterns have an impact on our business. Additionally,
world events such as the recent war in the Middle East, anthrax in the U.S. and
SARS and Mad Cow disease in Canada have adversely impacted many of our operating
units. There can be no assurances that events such as these will not impact our
business negatively in the future.
Thomas B. D'Agostino, Sr., a founder of the Company and former Chairman and
Chief Executive Officer, and Thomas B. D'Agostino, Jr., former President of our
Solutions Division, are no longer directors of, or employed by, the Company.
Each of these individuals has the ability to compete against the Company if he
desires. Any such competition could adversely impact our business.
In March 2003, we terminated the employment of Thomas B. D'Agostino, Jr.,
the President of our Solutions Division, and he subsequently resigned as a
director. In July 2003, Thomas B. D'Agostino, Sr. resigned as a director,
officer and employee. Under the terms of their respective employment
separations, each of these individuals is entitled to compete against the
Company if he so desires. We believe that Mr. D'Agostino, Jr. has already begun
some competitive activities within our industry.
Both of these individuals have longstanding relationships with many of our
key employees and key customers. In the event that either or both of these
individuals choose to actively compete against the Company, there can be no
assurance that any such competitive efforts will not adversely impact our
business.
Goodwill comprises a substantial percentage of our total assets.
At April 30, 2003, goodwill totaled $109.5 million, or 33.2% of our total
assets. Goodwill represents the excess of cost over the fair market value of net
assets acquired in business combinations accounted for under the purchase
method. Following the May 2001 adoption of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," ("SFAS No. 142") we
no longer amortize goodwill. However, we are required to annually evaluate
goodwill for impairment. If goodwill becomes impaired, we would be required to
write down the carrying value of the goodwill and incur a related, non-cash
charge to our income. A reduction in net income resulting from the amortization
or write down of goodwill could have a material and adverse impact upon the
market price of our common stock.
Based upon the SFAS No. 142 analyses performed at April 30, 2003, we
recorded an impairment charge against goodwill of approximately $18.0 million.
Our business depends on the demand for envelopes, printed advertising and
printed business documents, and the availability of the Internet and other
alternative media may adversely affect demand for these products.
Our envelope printing and manufacturing business is highly dependent upon
the demand for envelopes sent through the mail. Such demand comes from utility
companies, banks and other financial institutions, among others. Our printing
business also depends upon demand for printed advertising and business
documents. Usage of the Internet and other electronic media continues to grow.
Consumers use these media to purchase goods and services, and for other
purposes, such as paying utility and credit card bills. Advertisers use them for
targeted campaigns directed at specific electronic user groups. Large and small
businesses use electronic media to conduct business, send invoices and collect
bills. We expect the demand for envelopes and other printed materials for these
purposes to decline. The acceleration of the trend towards electronic media,
such as the Internet and other alternative media, could cause a decrease in the
demand for our products, which would have an adverse effect on our business,
financial condition and results of operations.
The printing business does not generally use long-term agreements so repeat
business is not assured.
The printing industry in which we compete is generally characterized by
individual orders from customers or short-term contracts. Most of our customers
are not contractually obligated to purchase products or services from us. Most
customer orders are for specific printing jobs and repeat business largely
depends on our customers' satisfaction with the work we do. Although our
business is not dependent upon any one customer or group of customers, we cannot
be sure that any particular customer will continue to do business with us for
any period of time. In addition, the timing of particular jobs or types of jobs
at particular times of year may cause fluctuations in the operating results of
our various printing operations in any given quarter.
9
Because the overall printing industry is highly competitive and has not
grown significantly over the last several years, it may be difficult for us to
grow our sales or even maintain historical levels of our sales of printed
business documents.
We have depended heavily on sales of printed business documents, which
accounted for approximately 24.2% of our revenues in Fiscal 2003. However, the
overall printed document industry has not grown in the last few years due to
general economic conditions. In addition, the printed document industry
historically has been affected by general economic and industry cycles that have
materially and adversely affected print distributors and print manufacturers.
Accordingly, for us to continue to experience growth in printed document sales,
we must increase our market share and individual customer share and respond to
changes in demand in this segment of our industry.
We compete for retail sales of printed products against other independent
distributors and against manufacturers' direct sales organizations. In
commercial printing, we also compete with manufacturers' direct sales
organizations, independent brokers, advertising agencies and design firms. The
principal competitive factors in our industry are price, quality, selection,
services, production capacity, delivery and customer support.
We also face competition from alternative sources of communication and
information transfer, such as facsimile machines, electronic mail, and the
Internet. These sources of communication and advertising may adversely impact
printed product sales in the future. In addition, as we continue to expand our
GetSmart(R) system, we will compete with companies focused solely on print
procurement electronic systems.
Postal service rates can indirectly affect our business.
Historically, increases in postal rates, relative to changes in the cost
of alternative delivery means and/or advertising media, have resulted in
temporary reductions in the growth rate of mail sent, including direct mail,
which is a significant portion of our envelope volume. We cannot be sure that
direct mail marketers will not reduce their volume as a result of any postal
rate increases. Because postal rate increases are outside our control, we can
provide no assurance that future increases in postal rates will not have a
negative effect on the level of mail sent, or the volume of envelopes purchased.
In such event, we would expect to experience a decrease in cash flow and
profitability.
An adverse change in our labor relations could adversely affect our
business.
As of April 30, 2003, we had approximately 2,800 full-time employees, of
whom approximately 556 or 21.9% were members of various local labor unions. If
unionized employees were to engage in a concerted strike or other work stoppage,
or if other employees were to become unionized, we could experience a disruption
of operations, higher labor costs or both. A lengthy strike could result in a
material decrease in our cash flow and profitability.
Increases in the cost of paper or other raw materials may result in
decreased demand for our products and a decrease in profits.
In Fiscal 2003, the cost of paper represented approximately 28% of our
cost of revenues. Increases in paper costs could have a material adverse effect
on our business. We cannot be certain that we will be able to pass on future
increases in the cost of paper to our customers. Moreover, rising paper costs
and their consequent impact on our pricing could lead to a decrease in our
volume of products sold. The overall paper market is beyond our control, and as
a result, we cannot be certain that future paper price increases will not result
in decreased volumes and decreased cash flow and profitability.
Due to the significance of paper in the manufacture of most of our
products, we are dependent upon the availability of paper. During periods of
tight paper supply, many paper producers allocate shipments of paper based on
the historical purchase levels of customers and we have occasionally experienced
minor delays in delivery. Unforeseen developments in world paper markets coupled
with shortages of raw paper could result in a decrease in supply, which would
cause a decrease in the volume of product we could produce and sell, and a
corresponding decrease in cash flow and profitability.
Additionally, we use a variety of other raw materials including ink, film,
offset plates, chemicals and solvents, glue, wire and subcontracted components.
In general, we have not experienced any significant difficulty in obtaining
these raw materials. We cannot be certain, however, that a shortage of any of
these raw materials will not occur in the future or what effect, if any, such a
shortage would have on our cash flow and profitability.
We rely on proprietary rights that may not be adequately protected.
Our success and ability to compete depends in part upon our proprietary
technology, trademarks and copyrights. We regard the software underlying our
GetSmart(R) system as proprietary, and rely primarily on trade secrets,
copyright and trademark law to protect these proprietary rights. We have
10
registered some of our trademarks, but have no patents issued or applications
pending. Existing trade secrets and copyright laws afford us only limited
protection. Unauthorized parties may attempt to copy aspects of our software or
to obtain and use information that we regard as proprietary. Policing
unauthorized use of our software is difficult. We generally enter into
confidentiality and assignment agreements with our employees and generally
control access to and distribution of our software, documentation and other
proprietary information. Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use our services or technology
without authorization, or to develop similar services or technology
independently. We are not aware that any of our software, trademarks or other
proprietary rights infringe the proprietary rights of third parties. However,
there can be no assurance that third parties will not assert infringement claims
against us in the future. Any such claims, with or without merit, can be
time-consuming and expensive to defend and may require us to enter into royalty
or licensing agreements or cease the alleged infringing activities.
There are risks associated with our Canadian operations.
We have significant operations in Canada. Revenues from our Canadian
operations accounted for approximately 21.9% of Fiscal 2003 revenues. As a
result, we are subject to certain risks inherent in conducting business
internationally, including fluctuations in currency exchange rates. We are also
subject to risks associated with the imposition of protective legislation and
regulations, including those resulting from trade or foreign policy. In
addition, because of our Canadian operations, significant revenues and expenses
are denominated in Canadian dollars. Changes in exchange rates may have a
significant effect on our cash flow and profitability.
We may be subject to potential environmental liability.
We are subject to liability for any environmental damage that our
facilities and operations may cause, including damage to neighboring landowners
or residents, particularly as a result of the contamination of soil, groundwater
or surface water. Any substantial liability for environmental damage incurred by
us could harm our business because it may affect our manufacturing facilities.
11
Item 2. Properties
The following table sets forth certain information about our executive
offices and our principal manufacturing, printing and distribution facilities.
Approximate Lease
Function and Location Square Footage Title Expiration
--------------------- -------------- ----- -----------
Executive Office:
Palm Beach, Florida................................................. 5,000 Leased 2004
Principal Manufacturing, Printing
and Distribution Facilities:
Brampton, Ontario................................................... 267,000 Leased 2018
Mt. Pocono, Pennsylvania............................................ 216,000 Leased 2021
Ontario, California................................................. 142,404 Leased 2012
Mesquite, Texas..................................................... 100,000 Leased 2005
Granby, Quebec...................................................... 99,800 Leased 2021
Hanover Park, Illinois.............................................. 93,895 Leased 2005
Springfield, Massachusetts.......................................... 90,000 Leased 2005
Edmonton, Alberta................................................... 81,300 Leased 2006
New York, New York.................................................. 75,800 Leased 2005
Conyers, Georgia.................................................... 74,000 Leased 2005
Topeka, Kansas...................................................... 71,300 Leased 2005
Calgary, Alberta.................................................... 65,131 Leased 2014
New York, New York.................................................. 64,200 Leased 2005
Santa Ana, California............................................... 62,000 Leased 2009
Mississauga, Ontario................................................ 60,000 Leased 2004
Long Island City, New York.......................................... 60,000 Leased 2005
Calgary, Alberta.................................................... 59,450 Leased 2004
Cranbury, New Jersey................................................ 55,000 Leased 2005
Bayamon, Puerto Rico................................................ 48,200 Leased 2005
Dorval, Quebec...................................................... 42,457 Leased 2021
Irvine, California.................................................. 32,000 Leased 2003
Norfolk, Virginia................................................... 31,663 Leased 2008
Regina, Saskatchewan................................................ 30,500 Leased 2006
Hazelwood, Missouri................................................. 24,000 Leased 2005
New York, New York.................................................. 22,000 Leased 2005
Nashville, Tennessee................................................ 21,000 Leased 2003
Vancouver, British Columbia......................................... 20,743 Leased 2008
Vista, California................................................... 19,651 Leased 2003
Calgary, Alberta.................................................... 19,200 Leased 2004
In addition to those facilities identified above, we lease other
manufacturing facilities, distribution centers, print-on-demand centers and
sales offices across North America. We do not own any of the real property
utilized in our business.
We believe that our properties are adequate to support our operations for
the foreseeable future and that the majority of our lease space that matures in
2003 will be renewed. However, in some instances, consolidation of properties
may occur.
Item 3. Legal Proceedings
Other than those matters described below and certain other legal
proceedings arising from the ordinary course of business, there is no litigation
pending or threatened against us. The following is a summary of certain legal
proceedings to which we are a party:
Sarbanes-Oxley Retaliation Charge
In March 2003, we terminated the employment of Thomas B. D'Agostino, Jr.,
President of our Solutions Division. Mr. D'Agostino, Jr. subsequently resigned
as a director. On June 16, 2003, we received notice of a claim by Mr.
D'Agostino, Jr. of retaliation under Section 806 of the Sarbanes-Oxley Act of
2002. In this claim, Mr. D'Agostino, Jr. alleges that the Company denied him a
retention bonus and a performance bonus and retaliated against him in response
12
to his expression of concerns regarding information we provided our senior
lenders in negotiations to restructure our credit facility. Mr. D'Agostino, Jr.,
is seeking all relief available to him under the Sarbanes-Oxley Act, including,
but not limited to, back pay, front pay and reasonable attorneys' fees. The
Company denies any retaliatory conduct and is vigorously defending the charge.
The Department of Labor investigator recently dismissed the complaint against
the Company. However, Mr. D'Agostino, Jr. has the right to have the matter heard
before a Department of Labor Administrative Law Judge.
13
Item 4. Submission of Matters to a Vote of Security Holders
None.
14
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters; Equity Compensation Plan Information
Shares of our common stock trade on the Nasdaq National Market ("Nasdaq")
under the symbol "WORK." The following table sets forth the high and low sales
prices of our common stock as reported by Nasdaq for the periods listed.
For the fiscal years ended April 30, 2003 and April 30, 2002:
Fiscal 2003 Fiscal 2002
--------------------------- --------------------------
High Low High Low
---------- --------- --------- --------
First Quarter $ 4.20 $ 2.72 $ 7.75 $ 5.56
Second Quarter 3.60 1.41 5.84 2.91
Third Quarter 4.03 1.80 5.85 2.47
Fourth Quarter 4.20 2.51 6.22 2.70
On April 30, 2003, we had approximately 3,100 shareholders of record. We
have never declared or paid any cash dividends and do not anticipate declaring
and paying cash dividends on our common stock in the foreseeable future. The
decision whether to apply any legally available funds to the payment of
dividends on our common stock will be made by our Board of Directors from time
to time in the exercise of its business judgment, taking into account our
financial condition, results of operations, existing and proposed commitments
for use of our funds and other relevant factors. In addition, our credit
agreement with our senior lenders expressly prohibits the payment of any cash
dividends on our common stock without our lenders' prior consent.
Equity Compensation Plan Information
(a) (b) (c)
- ----------------------------------------- ----------------------------- ---------------------------- -----------------------------
Plan Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, options, warrants and future issuance under
warrants and rights rights equity compensation plan
(excluding securities
reflected in column (a))
- ----------------------------------------- ----------------------------- ---------------------------- -----------------------------
Equity compensation plans approved by 4,114,484(1) $9.47 86,115(2)
security holders
- ----------------------------------------- ----------------------------- ---------------------------- -----------------------------
Equity compensation plans not approved -- -- --
by security holders
- ----------------------------------------- ----------------------------- ---------------------------- -----------------------------
Total 4,114,484(1) $9.47 86,115(2)
- ----------------------------------------- ----------------------------- ---------------------------- -----------------------------
(1) Consists entirely of shares of common stock underlying previously granted
stock options that have not been exercised. All of these options were
granted pursuant to our 1998 Stock Incentive Plan. Does not include
413,885 shares of common stock previously issued pursuant to our employee
stock purchase plan.
(2) Represents shares available for future issuance under our employee stock
purchase plan.
Item 6. Selected Financial Data
The historical Selected Financial Data for the fiscal years ended April
30, 2003, 2002 and 2001 ("Fiscal 2003", "Fiscal 2002" and "Fiscal 2001",
respectively) and the Balance Sheet Data at April 30, 2003 and 2002 have been
derived from our consolidated financial statements that have been audited and
are included elsewhere in this Form 10-K. The historical Selected Financial Data
for the fiscal years ended April 30, 2000 and April 24, 1999 ("Fiscal 2000" and
"Fiscal 1999", respectively) and the Balance Sheet Data at April 30, 2001 and
2000 and April 24, 1999 have been derived from audited consolidated financial
statements not included elsewhere in this Form 10-K.
During Fiscal 2000, our Board of Directors approved changing our fiscal
year-end date from the last Saturday in April to April 30th of each year. As a
result of this change, Fiscal 2003, Fiscal 2002, Fiscal 2001, Fiscal 2000 and
Fiscal 1999 were comprised of 365, 365, 365, 372 and 364 days, respectively.
The Selected Financial Data provided herein should be read in conjunction
with our historical financial statements, including the notes thereto, and "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Form 10-K.
15
SELECTED FINANCIAL DATA (1)
(In thousands, except per share data)
Fiscal
---------------------------------------------------------------------------
2003 2002 2001 2000 1999
------------- -------------- ------------- ------------- --------------
Statement of Operations Data:
Revenues.............................. $ 622,717 $ 618,956 $ 582,503 $ 521,525 $ 389,137
Cost of revenues...................... 450,576 446,229 413,826 368,482 277,581
------------- -------------- ------------- ------------- --------------
Gross profit................... 172,141 172,727 168,677 153,043 111,556
Selling, general and administrative
expenses............................ 142,781 144,074 137,508 114,758 86,096
Amortization expense (2).............. 99 100 2,504 1,994 753
Restructuring costs................... 3,426 8,092 1,467
Goodwill impairment................... 17,996
Asset write-downs..................... 2,706
Uncollectible notes receivable........ 681
Severance and other employment costs.. 4,025
Abandoned public offering costs....... 1,677
Strategic restructuring plan costs.... 3,818
------------- -------------- ------------- ------------- --------------
Operating income............... 427 28,553 18,896 34,824 20,889
Other (income) expense:
Interest expense................... 19,825 13,540 14,380 10,903 5,106
Interest income.................... (387) (813) (761) (365) (171)
Loss on ineffective
interest rate hedge 5,990
Financing fees and other
bank related costs................ 3,493
Abandoned debt offering costs...... 1,755
Gain on sale of securities......... (15,826)
Loss on sale of subsidiary......... 228 318
Other.............................. (113) 542 (459) (247) (167)
------------- -------------- ------------- ------------- --------------
(Loss) income from continuing
operations before (benefit)
provision for income taxes
and extraordinary items.............. (30,364) 15,284 5,736 40,041 16,121
(Benefit) provision for income taxes.. (945) 6,429 2,404 16,790 7,221
------------- -------------- ------------- ------------- --------------
(Loss) income from
continuing operations................
before extraordinary items.......... (29,419) 8,855 3,332 23,251 8,900
------------- -------------- ------------- ------------- --------------
Discontinued operations:
(Loss) income from discontinued
operations - including loss on
write-down of assets of $16,210 in
Fiscal 2003...................... (16,486) 589 634 2,310 332
(Benefit) provision for income taxes.. (5,976) 247 273 997 143
------------- -------------- ------------- ------------- --------------
(Loss) income from
discontinued operations.............. (10,510) 342 361 1,313 189
(Loss) income before
extraordinary items................. (39,929) 9,197 3,693 24,564 9,089
Extraordinary items--losses on
early terminations of debt,
net of income taxes of $47
and $1,023, respectively (3)........ 64 1,413
-------------- ------------- ------------- ------------ --------------
Net (loss) income..................... $ (39,929) $ 9,197 $ 3,629 $ 23,151 $ 9,089
============= ============== ============= ============= ==============
16
Net (loss) income per share:
Basic:
(Loss) income from continuing
operations before extraordinary
items $ (2.23) $ 0.68 $ 0.26 $ 1.83 $ 0.63
(Loss) income from discontinued
operations...................... (0.79) 0.02 0.03 0.10 0.02
Extraordinary items.............. (0.01) (0.11)
------------- -------------- ------------- ------------ -------------
Net (loss) income................ $ (3.02) $ 0.70 $ 0.28 $ 1.82 $ 0.65
============= ============== ============= ============ ==============
Diluted:
(Loss) income from continuing
operations before extraordinary
items $ (2.23) $ 0.68 $ 0.25 $ 1.67 $ 0.63
(Loss) income from discontinued
operations...................... (0.79) 0.02 0.03 0.09 0.01
Extraordinary items.............. (0.00) (0.10)
------------- -------------- ------------- ------------ --------------
Net (loss) income................ $ (3.02) $ 0.70 $ 0.28 $ 1.66 $ 0.64
============ ============== ============= ============= ==============
Weighted average shares outstanding:
Basic.............................. 13,222 13,053 12,934 12,695 14,077
Diluted............................ 13,222 13,101 13,131 13,910 14,139
April 30, April 30, April 30, April 30, April 24,
2003 2002 2001 2000 1999
------------- -------------- ------------- ------------- --------------
Balance Sheet Data:
Working capital (deficit) (4)......... $ 80,621 $ (73,770) $ 91,991 $ 69,972 $ 65,224
Total assets.......................... 329,877 358,199 352,001 331,712 236,614
Long-term debt, less current portion.. 165,898 1,500 175,331 144,874 111,359
Total liabilities..................... 262,011 261,417 262,248 241,790 173,389
Stockholders' equity.................. 67,866 96,782 89,753 89,922 63,225
(1) The financial information of twenty-nine companies acquired by us in
business combinations accounted for under the purchase method is included
from the dates of their respective acquisitions. See "Note 4 - Business
Combinations" of our Notes to Consolidated Financial Statements for
additional information.
(2) Effective May 1, 2001, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." Under
SFAS No. 142, we discontinued the amortization of goodwill. Had SFAS No.
142 been in effect for all periods presented, our operating income would
have been $21,396, $36,766 and $21,642 and our net income would have been
$5,079, $24,277 and $9,503 for Fiscal 2001, Fiscal 2000 and Fiscal 1999,
respectively.
(3) The extraordinary items for Fiscal 2001 and Fiscal 2000 represent the
losses associated with the early terminations of credit facilities and
subordinated debt, net of the related income tax benefits.
(4) As required under Generally Accepted Accounting Principles ("GAAP"), the
working capital deficit at April 30, 2002 includes the full $157,150
outstanding under our then existing credit facility as of that date. As a
result of a breach of a leverage covenant in our credit facility during
the quarter ended April 30, 2002, we entered into a waiver with our senior
lenders which provided for certain amendments to the credit facility and
an agreement in principle with the lenders to enter into an amended credit
facility if we were unable able to obtain alternative financing or
otherwise generate cash to reduce borrowings on our then existing credit
facility. Because we had not yet reached definitive agreement with our
lenders regarding all of the specific terms and conditions that would be
contained in the amended credit facility at April 30, 2002, the credit
facility was classified as short-term debt under GAAP.
17
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Company Background and Introduction
We are one of the largest distributors of printed business products in
North America, and we are also a leading provider of end-to-end business
management outsourcing solutions that allow our customers to control all of
their print related costs. We produce and distribute a full range of printed
business products and provide related management services to approximately
31,000 customers in North America ranging in size from small businesses to
Fortune 100 companies. We provide our customers with an integrated set of
services and information tools that reduce the costs of procuring, storing,
distributing and using printed business products and we also produce custom
business documents, envelopes, direct mail and commercial printing. We operate
in approximately 89 facilities and utilize 650,000 square feet for
manufacturing, 574,000 square feet for distribution, 523,000 square feet for
warehousing, 78,000 square feet for print-on-demand and 427,000 square feet for
sales and administrative offices throughout North America.
As used in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, "Fiscal 2003", "Fiscal 2002" and "Fiscal
2001" refer to our fiscal years ended April 30, 2003, 2002 and 2001,
respectively.
The following discussion should be read in conjunction with the
consolidated historical financial statements, including the related notes
thereto, appearing elsewhere in this Form 10-K.
18
Results of Operations
Our results of operations as a percentage of revenues for the periods indicated
were as follows:
Fiscal
-------------------------------------------
2003 2002 2001
------------- ------------- -------------
Revenues......................................................... 100.0% 100.0% 100.0%
Cost of revenues................................................. 72.4 72.1 71.0
---------- ----------- ------
Gross profit.............................................. 27.6 27.9 29.0
Selling, general and administrative expenses..................... 22.9 23.2 23.6
Amortization expenses............................................ 0.0 0.1 0.5
Restructuring costs.............................................. 0.6 1.4
Goodwill impairment.............................................. 2.9
Asset write-downs................................................ 0.4
Uncollectible notes receivable................................... 0.1
Severance and other employment costs............................. 0.6
Abandoned public offering costs.................................. 0.3
----------- ----------- -----------
Operating income.......................................... 0.1 4.6 3.2
Other (income) expense:
Interest expense, net......................................... 3.1 2.1 2.3
Loss on ineffective interest rate hedge....................... 1.0
Financing fees and other bank related costs................... 0.6
Abandoned debt offering costs................................. 0.3
Loss on sale of subsidiary.................................... 0.0
Other......................................................... (0.0) 0.1 (0.1)
---------- ----------- ------------
(Loss) income from continuing operations
before (benefit) provision for income taxes and extraordinary item (4.9) 2.4 1.0
(Benefit) provision for income taxes............................. (0.2) 1.0 0.4
----------- ----------- ------------
(Loss) income from continuing operations before extraordinary item (4.7) 1.4 0.6
Discontinued operations:
(Loss) income from discontinued operations - including loss on
write-down of assets of $16,210 in Fiscal 2003.............. (2.7) 0.1 0.0
(Benefit) provision for income taxes.......................... (1.0) 0.0 0.0
---------- ----------- ------------
(Loss) income from discontinued operations....................... (1.7) 0.1 0.0
(Loss) income before extraordinary item.......................... (6.4) 1.5 0.6
Extraordinary item--loss on early termination of debt,
net of income taxes............................................ 0.0
----------- ----------- -----------
Net (loss) income................................................ (6.4) 1.5% 0.6%
========== =========== ===========
19
Results of Domestic versus Foreign Operations
Our results of domestic versus foreign continuing operations were as follows (in
thousands):
Fiscal 2003 Fiscal 2002 Fiscal 2001
--------------------------------- --------------------------------------------------------------
Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total
---------- ---------- -------- -------- ------- ----- -------- ------- ------
Statement of Operations Data:
Revenues................... $ 476,072 $ 146,645 $ 622,717 $ 476,376 $ 142,580 $ 618,956 $ 428,051 $ 154,452 $ 582,503
Gross profit............... 133,332 38,809 172,141 132,493 40,234 172,727 126,713 41,964 168,677
Selling, general and administrative
expenses(1).............. 117,410 25,470 142,880 119,113 25,061 144,174 113,256 26,756 140,012
Other operating expense(2). 27,229 1,605 28,834 9,027 742 9,769
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Operating income........... (11,307) 11,734 427 13,380 15,173 28,553 4,430 14,466 18,896
Interest expense, net...... 19,348 90 19,438 12,450 277 12,727 12,584 1,035 13,619
Other non-operating expense(3) 11,462 (109) 11,353 585 (43) 542 (415) (44) (459)
(Loss) income from continuing
operations before (benefit)
provision for income taxes ========= ========= ========= ========= ======== ========= ========= ========= =========
and extraordinary item..... (42,117) 11,753 (30,364) 345 14,939 15,284 (7,739) 13,475 5,736
(Benefit) provision for
income taxes............. (5,330) 4,385 (945) 908 5,521 6,429 (2,685) 5,089 2,404
--------- --------- --------- --------- --------- --------- --------- --------- ---------
(Loss) income from continuing
operations before extraordinary
item .................... $ (36,787) $ 7,368 $ (29,419) $ (563) $ 9,418 $ 8,855 $ (5,054) $ 8,386 $ 3,332
========= ======== ======== ======== ======== ======== ======== ======== ========
(1) The Company does not allocate domestic corporate overhead costs to its
foreign operations. Domestic corporate overhead expense for Fiscal 2003,
Fiscal 2002 and Fiscal 2001 was $5,088, $6,477 and $10,372, respectively.
(2) For domestic operations includes $1,821 in restructuring costs, a $17,996
goodwill impairment charge, $2,706 in other asset write-downs, $681 in a
write-off of uncollectible notes and $4,025 for severance and other
employment costs for Fiscal 2003. For Fiscal 2001, includes $7,350 in
restructuring costs and a $1,677 write-off of abandoned public offering
costs. Foreign operations in Fiscal 2003 and Fiscal 2001 includes $1,605
and $742 in restructuring costs, respectively.
(3) For domestic operations includes $5,990 for the loss on ineffective
interest rate hedge, $3,493 for financing fees and other bank related
costs, $1,755 for abandoned debt offering costs, $228 loss on the sale of a
subsidiary and other income of $4 for Fiscal 2003. For Fiscal 2002,
includes other expense of $585. For Fiscal 2001, includes other income of
$415.
20
Consolidated Results of Operations
Fiscal 2003 Compared to Fiscal 2002
Revenues. Consolidated revenues increased 0.6%, from $619.0 million for
Fiscal 2002, to $622.7 million for Fiscal 2003. Our consolidated revenues for
Fiscal 2003 were relatively flat when compared to Fiscal 2002 reflecting
softness in general economic conditions in the print industry. We believe we
were able to maintain customer relations and historical volumes through
increased emphasis on service and price concessions.
International revenues increased 2.8%, from $142.6 million, or 23.0% of
consolidated revenues, for Fiscal 2002, to $146.6 million, or 23.5% of
consolidated revenues, for Fiscal 2003. The increase in international revenues
was primarily due to an increase in currency exchange rates of the Canadian
dollar against the U.S. dollar. International revenues consisted exclusively of
revenues generated in Canada and Puerto Rico.
Gross Profit. Gross profit decreased 0.3%, from $172.7 million, or 27.9%
of revenues, for Fiscal 2002, to $172.1 million, or 27.6% of revenues, for
Fiscal 2003. This decrease in gross profit both in dollars and as a percentage
of revenues was due to: (i) excess production capacity throughout the industry,
(ii) pricing pressures from competition, (iii) an overall decrease in
manufacturing volumes within our commercial printing, direct mail and envelope
operations and (iv) a $1.1 million non-cash write-off of envelope inventory that
was deemed obsolete as we integrated certain of our envelope manufacturing
facilities.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased 0.9%, from $144.1 million, or 23.2% of
revenues, for Fiscal 2002, to $142.8 million, or 22.9% of revenues, for Fiscal
2003. The decrease in selling, general and administrative expenses both in
dollars and as a percentage of revenues was due to the realized cost savings and
additional cost initiatives implemented during Fiscal 2002 and Fiscal 2003 in an
attempt to mitigate the sluggish economy.
Amortization Expenses. Amortization expenses remained consistent at $0.1
million for Fiscal 2002 and Fiscal 2003. We amortize intangible assets with a
definite useful life such as covenants not to compete and customer lists. We did
not amortize goodwill for Fiscal 2002 and Fiscal 2003 due to Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets,"
which provided that goodwill and indefinite-lived intangible assets no longer be
amortized.
Restructuring Costs. During the year ended April 30, 2003, we expensed
$3.4 million in restructuring costs associated with the implementation of our
business plan approved by our Board of Directors and delivered to our senior
lenders during Fiscal 2003. This business plan details significant cost cutting
and integration objectives to improve our operating income and cash flows. The
restructuring costs arose primarily from plant consolidations and employee
terminations in our operations in Canada, New York and southern California.
Goodwill Impairment. As required by SFAS No. 142, we completed our annual
impairment review of goodwill and indefinite-lived intangible assets. As a
result of an independent review and analysis, the expected future cash flows and
valuation of our direct mail operation and commercial printing operations in
southern California did not support the net carrying value of the related
goodwill at the time of our valuation. Accordingly, a non-cash goodwill
impairment charge of $18.0 million was recorded as a component of operating
income in the accompanying Consolidated Statement of Operations for Fiscal 2003.
Asset Write-downs. During the year ended April 30, 2003, we expensed $2.1
million in previously capitalized costs relating to software that has had its
value impaired due to the implementation of our business plan and long-term
strategic objectives. Additionally, we expensed $0.6 million relating to a
guarantee on behalf of a vendor that is facing possible insolvency.
Uncollectible Notes Receivable. During the year ended April 30, 2003, we
reserved as uncollectible $0.7 million of notes receivable. We are pursuing
collection of these notes, which are primarily represented by notes to former
officers and a former director of the Company, through all legal remedies
available to us.
Severance and Other Employment Costs. During the year ended April 30,
2003, we expensed $4.0 million in severance and other employment costs relating
to the termination of certain executive officers as we implement our strategic
business plan. In addition, we incurred certain employee retention expenses and
executive recruiting costs.
Interest Expense, net. Interest expense, net of interest income, increased
52.7%, from $12.7 million for Fiscal 2002, to $19.4 million for Fiscal 2003.
This increase in net interest expense was entirely due to the increase in our
interest under our senior secured credit facility. The average interest rate was
approximately 10.2% during Fiscal 2003 as compared to 6.1% during Fiscal 2002.
See "Liquidity and Capital Resources" below.
Loss on Ineffective Interest Rate Hedge. On July 16, 2002, our credit
facility was amended so that borrowings under that credit facility bore a
non-LIBOR based fixed interest rate. Thus, under SFAS No. 133 as amended, the
Swap underlying this debt became ineffective and could no longer be designated
21
as a cash flow hedge of variable rate debt. During the year ended April 30,
2003, we recorded $6.0 million for the subsequent change in the value of the
Swap as a component of income.
Financing Fees and Other Banking Related Costs. On January 15, 2003, we
entered into a restructured senior secured credit facility with our lenders (the
"Restructured Credit Facility"). During the year ended April 30, 2003, we
expensed $2.2 million in connection with consultants and other professional fees
incurred in the negotiation and consummation of the Restructured Credit
Facility. In addition, we wrote-off $1.3 million in previously capitalized
deferred costs relating to our prior credit facility.
Abandoned Debt Offering Costs. During the year ended April 30, 2003, we
incurred $1.8 million in expenses associated with a proposed private placement
of senior secured notes which we abandoned due to the then prevailing market
conditions.
Loss on Sale of Subsidiary. During the year ended April 30, 2003, we
reserved as potentially uncollectible $0.2 million in notes receivable obtained
in conjunction with the historical sale of a certain subsidiary. The divestiture
of the subsidiary occurred during Fiscal 2000 and, as part of the transaction,
we received a note receivable from the acquiring entity. During Fiscal 2003, the
divested entity defaulted on its obligations and collection of the notes is
uncertain.
Other (Income) Expense, net. Other expenses, net of other income decreased
121.1% from other expense of $0.5 million, for Fiscal 2002, to other income of
$0.1 million, for Fiscal 2003. Other expenses primarily represents net of gains
and/or losses on sales of equipment and miscellaneous other income and expense
items.
Income Taxes from Continuing Operations. Income taxes from continuing
operations decreased from a provision of $6.4 million for Fiscal 2002, to a tax
benefit of $0.9 million for Fiscal 2003, reflecting effective tax rates of 42.1%
and 3.1%, respectively. During Fiscal 2002, the effective income tax rates
reflect the recording of tax provisions at the federal statutory rate of 35.0%,
plus appropriate state and local taxes. The effective tax rate for Fiscal 2003
was less than the statutory rate primarily due to non-deductible goodwill and
treating accumulated earnings of our Canadian subsidiary as taxable income in
the U.S. without the ability to use offsetting foreign tax credits. This
treatment resulted from the pledge of our Canadian subsidiary's assets as part
of our January 2003 debt restructuring.
Discontinued Operations. During the year ended April 30, 2003, we
committed to a plan to dispose of certain non-core businesses. We completed the
sale of these non-core businesses effective July 2003 under our long-term
business plan and strategic objectives. The net loss from discontinued
operations in Fiscal 2003 of $10.5 million includes a write-down in assets of
$10.3 million and a loss from operations of $0.2 million compared to net income
from operations of $0.3 million in Fiscal 2002. The reason for the decrease in
net income in Fiscal 2003 relates to softness in general economic conditions in
the print industry.
22
Fiscal 2002 Compared to Fiscal 2001
Revenues. Consolidated revenues increased 6.3%, from $582.5 million for
Fiscal 2001, to $619.0 million for Fiscal 2002. This increase in our total
revenues was primarily due to our business combinations consummated after April
30, 2000. Revenues for Fiscal 2001 and Fiscal 2002 include revenues from six
companies and eight companies, respectively, acquired in business combinations
accounted for under the purchase method (the "Purchased Companies") after the
beginning of Fiscal 2001 for the period subsequent to their respective dates of
acquisition.
International revenues decreased 7.7%, from $154.5 million, or 26.5% of
consolidated revenues, for Fiscal 2001, to $142.6 million, or 23.0% of
consolidated revenues, for Fiscal 2002 due exclusively to a decline in the value
of the Canadian dollar. International revenues consisted exclusively of revenues
generated in Canada and Puerto Rico.
Gross Profit. Gross profit increased 2.4%, from $168.7 million, or 29.0%
of revenues, for Fiscal 2001, to $172.7 million, or 27.9% of revenues, for
Fiscal 2002. The increase in gross profit was due to the Purchased Companies. As
a percentage of revenues, gross profit decreased because the Purchased Companies
generated gross profit at a lower percentage of revenues than was historically
recognized by us and due to lower product margins as a result of a change in the
revenue mix of products sold by us. Gross profit percentage was also adversely
affected by pricing pressures and competition primarily for envelopes that we
sell.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 4.8%, from $137.5 million, or 23.6% of
revenues, for Fiscal 2001, to $144.1 million, or 23.2% of revenues, for Fiscal
2002. The increase in selling, general and administrative expenses was primarily
due to the Purchased Companies, which was offset by a decline in costs to
establish our iGetSmart.com, Inc. subsidiary, costs which were primarily
incurred during Fiscal 2001. As a percentage of revenues, selling, general and
administrative expenses decreased during Fiscal 2002 primarily due to the
significant cost savings associated with our restructuring plan implemented
during the fourth quarter of Fiscal 2001 and other cost cutting initiatives
implemented throughout Fiscal 2002.
Amortization Expenses. Amortization expenses decreased 96.0%, from $2.5
million, or 0.5% of revenues, for Fiscal 2001, to $0.1 million, or 0.1% of
revenues, for Fiscal 2002. This decline was entirely due to the adoption of SFAS
No. 142 during Fiscal 2002, which ceased the amortization of goodwill.
Restructuring Costs. During Fiscal 2001, we incurred expenses of
approximately $8.1 million associated with our restructuring plan. The plan was
implemented to consolidate our backroom functions into more centralized
operations and to consolidate certain of our manufacturing facilities. The
majority of our restructuring costs were related to the severance agreements for
our employees affected under the restructuring plan and the closure and
consolidation of certain of our facilities. In total, 100 employees were
terminated under the Fiscal 2001 plan.
Abandoned Public Offering Costs. During Fiscal 2001, we abandoned our
effort for a tax free spin-off and subsequent public offering of our
iGetSmart.com, Inc. subsidiary due to poor market conditions and expensed
certain accounting, legal and consulting fees associated with the effort
totaling $1.7 million.
Interest Expense, net. Interest expense, net of interest income, decreased
6.5%, from $13.6 million for Fiscal 2001, to $12.7 million for Fiscal 2002. This
decrease in net interest expense was primarily due to the decreased level of
debt outstanding throughout Fiscal 2002.
Other (Income) Expense, net. Other income decreased from $0.5 million in
Fiscal 2001 to other expense of $0.5 million in Fiscal 2002. Other (income)
expense, net includes the net gains and/or losses on sales of equipment and
miscellaneous other income and expense items.
Income Taxes from Continuing Operations. Provision for income taxes from
continuing operations increased 167.4% from $2.4 million for Fiscal 2001 to $6.4
million for Fiscal 2002, reflecting an effective income tax rate of 41.9% and
42.1%, respectively. During both periods, the effective income tax rates reflect
the recording of tax provisions at the federal statutory rate, plus appropriate
state and local taxes. In addition, the effective tax rate for Fiscal 2001 was
increased to reflect the incurrence of non-deductible goodwill amortization
expense resulting from the acquisitions of certain of the Purchased Companies.
Discontinued Operations. Net income from discontinued operations was $0.3
million in Fiscal 2002 compared to $0.4 million in Fiscal 2001.
23
Liquidity and Capital Resources
At April 30, 2003, we had working capital of $80.6 million. Our
capitalization, defined as the sum of long-term debt and stockholders' equity,
at April 30, 2003 was approximately $233.8 million.
We use a centralized approach to cash management and the financing of our
operations. As a result, minimal amounts of cash and cash equivalents are
typically on hand as any excess cash would be used to pay down our existing
credit facility. Cash at April 30, 2003, primarily represented customer
collections and in-transit cash sweeps from our subsidiaries at the end of the
year and cash in Canada that had not been repatriated.
Consistent with our capital expenditures incurred during Fiscal 2003, our
anticipated capital expenditures budget for the next twelve months is
approximately $6.0 million. We anticipate that these capital expenditures
primarily will be equipment purchases, leasehold improvements and related costs
we expect to incur in connection with the integration of certain operations.
During Fiscal 2003, net cash provided by operating activities was $10.0
million. Net cash used in investing activities was $9.5 million, including $7.7
million used for additional purchase consideration, $0.9 million used for
additional costs relating to previously acquired companies and $5.8 million used
for capital expenditures, which was partially offset by the net proceeds of $4.8
million received from the collection of notes receivable. Net cash used by
financing activities was $1.0 million, which was mainly comprised of $8.0
million in net borrowing on our credit facility which was partially offset by
$0.1 million in payments of short-term debt, $3.8 million in payments to secure
obligations outstanding under our credit facility, $3.3 million in payments on
cash settlement of the ineffective interest rate hedge, $1.8 million in payment
of abandoned debt offering costs and $0.6 million in payments of other long-term
debt.
During Fiscal 2002, net cash provided by operating activities was $35.1
million. Net cash used in investing activities was $15.3 million, including
$17.8 million used for acquisitions and additional purchase consideration, $10.3
million used for capital expenditures which was partially offset by $9.1 million
received for the sale-leaseback transaction, $2.5 million received from the
collection of notes receivable and $0.9 million received on assets held for
sale. Net cash used by financing activities was $16.7 million, which was mainly
comprised of $14.2 million in net payments on our credit facility and $2.4
million in payments of other long-term debt.
During Fiscal 2001, net cash provided by operating activities was $7.8
million. Net cash used in investing activities was $25.9 million, including
$30.0 million used for acquisitions and additional purchase consideration and
$6.6 million used for capital expenditures, which was partially offset by
proceeds of $9.8 million for the sale of net assets held for sale and $2.5
million for the collection of a note receivable for the sale of a subsidiary.
Net cash provided by financing activities was $17.4 million, comprised mainly of
the net borrowings on our credit facility of $36.2 million, which was partially
offset by $10.5 million and $4.9 million used for the payments of short-term
debt and subordinated related party debt, respectively.
We have significant operations in Canada. Net sales from our Canadian
operations accounted for approximately 21.9% of our total revenues for Fiscal
2003. As a result, we are subject to certain risks inherent in conducting
business internationally, including fluctuations in currency exchange rates.
Changes in exchange rates and trade or foreign policy may have a significant
effect on our business, financial condition and results of operations.
On January 15, 2003, we entered into a restructured senior secured credit
facility with our lenders (the "Restructured Credit Facility") totaling
approximately $180.0 million and comprised of three separate tranches. At April
30, 2003, the blended annual interest rate on the Restructured Credit Facility
was approximately 9.0%. During the year ended April 30, 2003, we incurred $18.8
million in interest expense relating to our previous credit facility and the
Restructured Credit Facility. The outstanding balances (in millions) on the
Restructured Credit Facility at April 30, 2003 were as follows:
Maximum Amount Applicable
Availability Outstanding Interest Rate
Revolver $ 100.0 $ 92.1 LIBOR + 5%
Term Loan A 23.0 23.0 LIBOR + 8%
Term Loan B 50.0 50.0 11%, 12%, 13% & 14% for each
calendar quarter of 2003
------------- ------------
$ 173.0 $ 165.1
============= ============
Effective August 1, 2003 we entered into an amendment to the Restructured
Credit Facility (the "Amended Restructured Credit Facility") with our senior
lenders. The following discussion reflects the terms of this amendment.
At April 30, 2003, we had exceeded certain covenants in the Restructured
Credit Facility that limited capital expenditures and the incurrence of
restructuring costs. As part of the Amended Restructured Credit Facility, our
senior lenders waived these defaults. The Amended Restructured Credit Facility
also modified the calculation
24
of EBITDA for credit facility covenant purposes to exclude the impact of
goodwill impairment and the results of discontinued operations and amended
certain financial covenants for future periods in a manner consistent with our
current business plan and forecasts.
The tranches of debt under the Amended Restructured Credit Facility consist
of: (i) an approximately $100.0 million in availability asset-based revolving
credit facility (the "Revolver") which provides access to working capital
advanced on a borrowing base formula; (ii) an approximately $16.8 million senior
term loan (the "Term Loan A"); and (iii) a $50.0 million senior term loan (the
"Term Loan B"). The Revolver and Term Loan A mature on August 1, 2004. Term Loan
B matures on May 1, 2004. The Revolver contains advance rates of 85% of our
eligible accounts receivable, 60% of our eligible inventories (until February 1,
2004 at which time it reduces to 50%) and $10.0 million against our fixed
assets. Under the Amended Restructured Credit Facility, we have granted our
senior lenders warrants to acquire up to 2.4 million shares of our common stock.
The first warrant tranche, for 400,000 shares, becomes exercisable on December
31, 2003 unless we have delivered a plan that is acceptable to our lenders to
repay all of our obligations under the Restructured Credit Facility by November
30, 2003. Additional warrant tranches of 400,000 shares each become exercisable
each month for a period of five months beginning no later than March 31, 2004
but only in the event there remains outstanding indebtedness under the credit
facility on the date the tranche becomes exercisable. Each 400,000 share warrant
tranche would have an exercise price equal to the fair market value of our
common stock on the date the tranche becomes exercisable.
Including $3.3 million in outstanding letters of credit, our availability
under the Amended Restructured Credit Facility at August 4, 2003 was $5.9
million. As of August 1, 2003, we had $158.6 million outstanding on the Amended
Restructured Credit Facility in addition to $3.3 million in outstanding letters
of credit.
As noted above, the $50.0 million Term Loan B portion of the Amended
Restructured Credit Facility matures on May 1, 2004 and Term Loan A and the
Revolver mature on August 1, 2004. We are currently pursuing various strategic
and refinancing alternatives that would allow us to repay the components of our
credit facility debt by their respective due dates. However, we do not have any
written agreements or firm commitments with respect to any potential refinancing
or similar transactions, nor do we anticipate generating operating cash flows
that would allow us to repay these obligations directly. There can be no
assurance that we will be able to repay the Amended Restructured Credit Facility
by its due date. In the event we are not able to do so, we will be in default
with our lenders under the Amended Restructured Credit Facility. Any such
default likely would have a material adverse effect on our business, financial
condition and results of operations and our lenders' remedies upon such default
would include the right to foreclose on our assets. As noted elsewhere in this
Form 10-K, we and our financial advisors are actively pursuing strategic and
refinancing alternatives to address our credit facility obligations.
In addition, the Amended Restructured Credit Facility contains a number of
other affirmative covenants related to our business with which we must comply.
These covenants include, but are not limited to, the requirements that (i) we
meet certain liquidity tests before making any earn-out payments as a result of
our prior acquisitions and (ii) we meet certain leverage ratio, interest
coverage ratio, fixed charge ratio, and minimum EBITDA thresholds on an ongoing
basis. There can be no assurance that we will be able to satisfy all or any of
these covenants. Any failure to satisfy these covenants (or any other covenants)
would constitute a default under the Amended Restructured Credit Facility. Any
such default likely would have a material adverse effect on our business,
financial condition and results of operations and our lenders' remedies upon
such a default would include the right to foreclose on our assets.
To reduce our leverage, we entered into a sale-leaseback transaction
involving five of our owned buildings during Fiscal 2002. The properties were
sold to a third party owned by former Workflow employees. Mr. D'Agostino, Sr.,
our former Chairman, President and Chief Executive Officer, personally
guaranteed the third party's financing and we had a right to repurchase the
property so long as Mr. D'Agostino's guaranty remained outstanding. The guaranty
and repurchase options were released and expired, respectively, during Fiscal
2002. We also guaranteed our leases on the properties. Net cash proceeds to us
after taxes and fees associated with this transaction were approximately $6.7
million. The entire net proceeds were used to pay down debt outstanding under
our credit facility.
In May 2001, we entered into an interest rate swap agreement to manage
interest rate risk on the variable rate borrowings under our then existing
credit facility. As of April 30, 2003, the swap was recorded at $4.3 million,
which represents the amount which we would have paid to settle the swap at that
date. If we repay the amounts outstanding under the Restructured Credit Facility
with proceeds from any alternate financing, we will be required to settle the
swap at the fair value as of that date. We anticipate using a portion of the
proceeds from any such financing to make this payment. This charge would be
included in other income (expense) in the Consolidated Statement of Operations.
We historically have grown significantly through acquisitions. However, we
began to implement a new strategic business plan in Fiscal 2003. Under our new
strategic plan, we have focused on (i) integrating our existing core operations
to improve profitability and (ii) divesting non-core operations to pay down
debt. We did not consummate any acquisitions in Fiscal 2003 and we do not
anticipate pursuing or consummating acquisitions in the near future.
25
As previously announced in two separate public press releases, we have been
contacted by various third parties who have expressed a desire to explore
transactions ranging from investments in us to an acquisition of our business.
In light of these inquiries, our Board of Directors and the financial advisor to
us and the Board's Special Committee, Jefferies & Company, Inc., are exploring a
number of potential strategic alternatives to improve our capital structure,
including a potential recapitalization or sale of our business. The Special
Committee has directed Jefferies & Company to vigorously explore available
alternatives and to actively engage in discussions with interested third
parties. However, we are not a party to any written agreements with any third
parties regarding these potential transactions nor are we negotiating any
specific transaction terms with any particular third party at this time. There
can be no assurance that any transaction will occur, and, if any transaction
occurs, what the structure or terms of such transaction would be. Unless
otherwise required by applicable securities laws, we do not expect to make any
further public announcements regarding any potential transactions.
The following table summarizes our cash obligations as of April 30, 2003:
Payments Due by Period (in millions)
-------------------------------------------------------------
Less than Years Years More than
Total one year 2 and 3 4 and 5 5 Years
----------- ----------- ----------- ----------- ------------
Short-term debt............................................. $ 0.7 $ 0.7 $ $ $
Long-term debt, including capital leases.................... 165.9 165.9
Operating leases............................................ 94.9 16.0 25.2 17.7 36.0
Estimated earn-out provisions............................... 16.7 10.3 6.4
----------- ----------- ----------- ----------- -----------
Total cash obligations...................................... $ 278.2 $ 27.0 $ 197.5 $ 17.7 $ 36.0
=========== =========== =========== =========== ===========
We lease various types of warehouse and office facilities and equipment,
furniture and fixtures under noncancelable lease agreements which expire at
various dates.
Many of the purchase agreements for our acquisitions include earn-out
provisions that could result in additional purchase consideration payable in the
form of cash payments in future years dependent upon future operating
performance of the acquired businesses. It is not possible to currently predict
with certainty the future operating performance of the acquired businesses or
the exact amount and timing of future earn-out payments. Accordingly, these
amounts are only intended to be indicative of management's current expectations
for such obligations.
In addition, we also had outstanding letters of credit of approximately
$3.1 million related to performance and payment guarantees. Based upon our
experience with these arrangements, we do not believe that any obligations that
may arise will be significant.
26
Fluctuations in Quarterly Results of Operations
Our envelope and commercial print businesses are subject to seasonal
influences. We are subject to seasonal influences of the potential lower demand
for consumable printed business products during the summer months which coincide
with our fiscal quarters ending in July. Quarterly results also may be
materially affected by variations in the prices paid by us for the products we
sell, the mix of products sold and general economic conditions. Therefore,
results for any quarter are not necessarily indicative of the results that we
may achieve for any subsequent fiscal quarter or a full fiscal year.
The following tables set forth certain unaudited quarterly financial data
for Fiscal 2003 and Fiscal 2002. The information has been derived from unaudited
consolidated financial statements that in the opinion of management reflect
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation of such quarterly information.
Fiscal 2003 Quarters
----------------------------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues.................................... $ 150,122 $ 159,201 $ 160,860 $ 152,534 $ 622,717
Gross profit................................ 42,026 44,802 41,943 43,370 172,141
Operating income (loss)..................... 6,424 8,934 (777) (14,154) 427
(Loss) income from continuing operations.... (2,614) 654 (6,122) (21,337) (29,419)
Income (loss) from discontinued operations.. 215 (137) (11,227) 639 (10,510)
Net (loss) income........................... (2,399) 517 (17,349) (20,698) (39,929)
Net (loss) income per share:
Basic:
(Loss) income from continuing operations $ (0.20) $ 0.05 $ (0.46) $ (1.60) $ (2.23)
Income (loss) from discontinued operations 0.02 (0.01) (0.85) 0.04 (0.79)
----------- --------- ---------- --------- ----------
Net (loss) income...................... $ (0.18) $ 0.04 $ (1.31) $ (1.56) $ (3.02)
=========== ========= ========== ========= ==========
Diluted:
(Loss) income from continuing operations $ (0.20) $ 0.05 $ (0.46) $ (1.60) $ (2.23)
Income (loss) from discontinued operations 0.02 (0.01) (0.85) 0.04 (0.79)
----------- ---------- ---------- ---------- ----------
Net (loss) income...................... $ (0.18) $ 0.04 $ (1.31) $ (1.56) $ (3.02)
=========== =========== ========== ========== ==========
Weighted average shares outstanding:
Basic................................... 13,155 13,194 13,240 13,300 13,222
Diluted................................. 13,155 13,224 13,240 13,300 13,222
Fiscal 2002 Quarters
--------------------------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues.................................... $ 149,598 $ 154,446 $ 156,179 $ 158,733 $ 618,956
Gross profit................................ 42,626 42,768 43,949 43,384 172,727
Operating income............................ 6,995 5,550 7,884 8,124 28,553
Income from continuing operations........... 2,058 1,291 2,719 2,787 8,855
Income (loss) from discontinued operations.. 240 132 32 (62) 342
Net income.................................. 2,298 1,423 2,750 2,726 9,197
Net income per share:
Basic:
Income from continuing operations...... $ 0.16 $ 0.10 $ 0.21 $ 0.21 $ 0.68
Income (loss) from discontinued operations 0.02 0.01 0.00 (0.00) 0.02
----------- ----------- ----------- ----------- -----------
Net income............................. $ 0.18 $ 0.11 $ 0.21 $ 0.21 $ 0.70
=========== =========== =========== =========== ===========
Diluted:
Income from continuing operations...... $ 0.16 $ 0.10 $ 0.21 $ 0.21 $ 0.68
Income (loss) from discontinued operations 0.02 0.01 0.00 (0.00) 0.02
----------- ----------- ----------- ----------- -----------
Net income............................. $ 0.18 $ 0.11 $ 0.21 $ 0.21 $ 0.70
=========== =========== =========== =========== ===========
Weighted average shares outstanding:
Basic................................... 13,002 13,030 13,069 13,111 13,053
Diluted................................. 13,069 13,072 13,111 13,153 13,101
27
Inflation
We do not believe that inflation has had a material impact on our results
of operations during Fiscal 2003, Fiscal 2002 or Fiscal 2001.
Critical Accounting Policies and Judgments
In preparing our financial statements, we are required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. We evaluate our estimates and judgments on an ongoing basis,
including those related to allowance for doubtful accounts, inventory reserves,
impairment of property and equipment, impairment of goodwill and intangible
assets and realization of deferred tax assets. We base our estimates and
judgments on historical experience and on various other factors that we believe
to be reasonable under the circumstances. Actual results may differ from these
estimates.
Revenue Recognition
We recognize revenue for the majority of our products upon shipment to the
customer, upon the transfer of title and at the time risk of loss passes to the
buyer. Under agreements with certain customers, we may store custom forms for
future delivery. In these situations, we typically receive a warehousing fee for
the services we provide. In these cases, delivery and billing schedules are
agreed upon with the customer and revenue is recognized when manufacturing is
complete, title transfers to the customer, the order is invoiced and there is
reasonable assurance as to collectibility. Since the majority of products are
customized, product returns are not significant. We recognize revenues for
warehousing customers' inventory as storage services are provided. We do not
charge separate fees for on-line access and ordering of inventory as these
services are offered to customers as a convenience. Delivery costs billed to
customers are recognized in revenues.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts, which is reviewed at
least quarterly for estimated losses resulting from the inability of our
customers to make required payments. Additional allowances may be necessary in
the future if the ability of our customers to pay deteriorates.
Inventory Reserves
We maintain a reserve for slow moving or obsolete inventory, which is
reviewed at least quarterly, based upon usage and inventory age to determine its
adequacy. Physical inventories are taken throughout each fiscal year.
Impairment of Property and Equipment
Property and equipment are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable. An estimate of undiscounted future cash flows produced by the
asset, or the appropriate grouping of assets, is compared with the carrying
value to determine whether an impairment exists, pursuant to the provisions of
Statement of Financial Accounting Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" beginning in fiscal year 2003.
Impairment of Goodwill and Intangible Assets
During Fiscal 2002, Statement of Financial Accounting Standards ("SFAS")
No. 142, "Goodwill and Other Intangible Assets", was issued. We adopted this new
standard and as a result, we ceased to amortize goodwill effective May 1, 2001.
In lieu of amortization we performed an initial impairment review of our
goodwill and indefinite-lived intangible assets as of the implementation date,
following which we concluded that there was no impairment at May 1, 2001. An
impairment is recorded when the fair value of a reporting unit is less than the
28
carrying value of the reporting unit's net assets. Fair value of a reporting
unit is derived from a combination of discounted future cash flow and comparison
to comparable publicly traded companies. We are required to perform an annual
impairment review upon the completion of each fiscal year. The results of these
annual impairment reviews are highly dependent on management's projection of
future results for our reporting units and there can be no assurance that at the
time such reviews are completed a material impairment charge will not be
recorded. An impairment test was performed at April 30, 2003 at which time an
$18.0 million charge was recorded as a component of operating income.
29
Realization of Deferred tax assets
A valuation allowance is recorded to reduce deferred tax assets when it
is more likely than not that a tax benefit will not be realized. The primary
factors we consider are our historical results, earnings potential determined
through use of internal projections and the nature of income that can be used to
realize the deferred tax asset. Based on our consideration of these factors, we
believe it is more likely than not all of our deferred tax assets will be
realized. If future results of operations are less than expected future
assessments may result in a determination that some or all of the net deferred
tax assets are not realizable.
New Accounting Pronouncements
Extinguishment of Debt and Accounting for Leases. In April 2002, the FASB
issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections," that supercedes previous
guidance for the reporting of gains and losses from extinguishment of debt and
accounting for leases, among other things.
SFAS No. 145 requires that only gains and losses from the extinguishment
of debt that meet the requirements for classification as "Extraordinary Items,"
as prescribed in APB No. 30, should be disclosed as such in the financial
statements. Previous guidance required all gains and losses from the
extinguishment of debt to be classified as "Extraordinary Items." This portion
of SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with
restatement of prior periods required. Implementation of this portion of the
standard will result in the reclassification of certain losses on extinguishment
of debt previously treated as extraordinary items by Workflow.
In addition, SFAS No. 145 amends SFAS No. 13, "Accounting for Leases," as
it relates to accounting by a lessee for certain lease modifications. Under SFAS
No. 13, if a capital lease is modified in such a way that the change gives rise
to a new agreement classified as an operating lease, the assets and obligation
are removed, a gain or loss is recognized and the new lease is accounted for as
an operating lease. Under SFAS No. 145, capital leases that are modified so the
resulting lease agreement is classified as an operating lease are to be
accounted for under he sale-leaseback provisions of SFAS No. 98, "Accounting or
Leases." These provisions of SFAS No. 145 are effective for transactions
occurring after May 15, 2002.
SFAS No. 145 will be applied as required. Adoption of SFAS No. 145 is not
expected to have a material impact on the Company's results of operations,
financial position or cash flows.
Accounting for Exit and Disposal Activities. In June 2002, the FASB issued
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
which addresses the recognition, measurement, and reporting of costs associated
with exit and disposal activities, including restructuring activities. This
statement requires that liabilities for costs associated with an exit or
disposal activity not be recognized until the liability is incurred and the fair
value can be estimated, except for certain one-time termination benefits. SFAS
No. 146 nullifies Emerging Issues Task Force (EITF) 94-3 which permitted
recognition of a liability for such costs at the date of a company's commitment
to an exit plan. The provisions of SFAS No. 146 are effective, and we have
adopted its provisions, for exit and disposal activities initiated after
December 31, 2002. The provisions of EITF 94-3 will continue to apply for
liabilities previously recorded.
Accounting for Consideration Received from a Vendor. In January 2003,
the Emerging Issues Task Force issued EITF 02-16, "Accounting by a Customer
(Including a Reseller) for Certain Consideration Received from a Vendor, " which
states that cash consideration received from a vendor is presumed to be a
reduction of the prices of the vendor's products or services and should,
therefore, be characterized as a reduction of cost of goods sold when recognized
in the statement of operations. That presumption is overcome when the
consideration is either a reimbursement of specific, incremental, identifiable
costs incurred to the sell the vendor's products, or a payment for assets or
services delivered to the vendor. EITF 02-16 is effective, and we have adopted
it provisions, for arrangements entered into after December 31, 2002.
Guarantor's Accounting for Guarantees. In December 2002, the FASB
issued Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, " which provides for additional disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations and requires,
under certain circumstances, a guarantor to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. We have adopted the disclosure requirements for Fiscal
2003 and do not expect the recognition and measurement provisions of
Interpretation No. 45 to have an effect on our consolidated financial
statements.
30
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our financial instruments include cash, accounts receivable, accounts
payable, long-term debt and an interest rate swap. Market risks relating to the
Company's operations result primarily from changes in interest rates. Our
borrowings under our credit facility are primarily dependent upon LIBOR rates.
The estimated fair value of long-term debt approximates its carrying value at
April 30, 2003.
We do not hold or issue derivative financial instruments for trading
purposes. On May 3, 2001, we entered into an interest rate swap agreement (the
"Swap") with various lending institutions at no cost to us. The Swap's effective
date is August 1, 2001 with a termination date of March 10, 2004. We exchanged
our variable interest rate on $100.0 million in credit facility debt for a fixed
3-month LIBOR of approximately 5.10% plus our interest rate spread under our
credit facility. The Swap was entered into to manage interest rate risk on the
variable rate borrowings under our revolving credit portion of our debt. This
interest rate swap has the effect of locking in, for a specified period, the
base interest rate we will pay on the $100.0 million notional principal amount
established in the Swap. As a result, while this hedging arrangement is
structured to reduce our exposure to interest rate increases, it also limits the
benefit we might otherwise have received from any interest rate decreases. The
Swap is cash settled quarterly, with the Swap's carrying value adjusted for
amounts paid or received. If 3-month LIBOR were to increase or decrease by 1.0%,
the impact to us would be a cash savings of $1.0 million in annual interest
expense or additional annual cash interest expense of $1.0 million over the
interest charged on $100.0 million in debt under the variable 3-month LIBOR. Any
such change in interest rates would have a related impact on the Swap in that a
1% increase or decrease would have an impact on the fair value of the swap of
approximately $1.1 million.
31
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page
Consolidated Financial Statements
Report of Independent Accountants.............................................................................. F-1
Consolidated Balance Sheet at April 30, 2003 and April 30, 2002................................................ F-2
Consolidated Statement of Operations for the fiscal years ended April 30, 2003,................................
April 30, 2002 and April 30, 2001............................................................................ F-3
Consolidated Statement of Stockholders' Equity for the fiscal years ended......................................
April 30, 2003, April 30, 2002 and April 30, 2001............................................................ F-4
Consolidated Statement of Cash Flows for the fiscal years ended April 30, 2003,................................
April 30, 2002 and April 30, 2001............................................................................ F-5
Notes to Consolidated Financial Statements..................................................................... F-7
Financial Statement Schedule
Schedule for the fiscal years ended April 30, 2003, April 30, 2002 and
April 30, 2001:
Schedule II - Valuation and Qualifying Accounts and Reserves................................................... F-34
32
Report of Independent Certified Public Accountants
To the Board of Directors and Stockholders
of Workflow Management, Inc.:
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of
Workflow Management, Inc. and its subsidiaries at April 30, 2003 and April 30,
2002, and the results of their operations and their cash flows for each of the
three years in the period ended April 30, 2003 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As more fully described in Note 18, on August 1, 2003, the Company amended its
credit facility. The amendment revised the Company's financial covenants and
deferred repayment of the $50 million term loan portion of the credit facility
until May 1, 2004. Management's plans to obtain funding to repay the term loan
are described in Note 2.
PricewaterhouseCoopers LLP
Miami, Florida
July 21, 2003 except for Notes 2 and 18 as to which the date is August 5, 2003.
F-1
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEET
(Dollars In Thousands, Except Per Share Amounts)
April 30,
2003 2002
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents...................................................... $ 4,992 $ 5,262
Accounts receivable, less allowance for doubtful accounts of $3,455 and
$4,917, respectively......................................................... 89,585 102,184
Inventories.................................................................... 49,182 50,529
Assets of businesses held for sale............................................. 8,219
Short-term deferred income taxes............................................... 7,738 7,420
Prepaid expenses and other current assets...................................... 7,855 7,941
------------- -------------
Total current assets....................................................... 167,571 173,336
Property and equipment, net....................................................... 38,072 48,992
Goodwill.......................................................................... 109,515 128,232
Other intangible assets, net...................................................... 1,307 1,544
Long-term deferred income taxes................................................... 7,568 698
Other assets...................................................................... 5,844 6,095
------------- -------------
Total assets............................................................... $ 329,877 $ 358,897
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt................................................................ $ 674 $ 157,843
Accounts payable............................................................... 35,332 42,594
Accrued compensation........................................................... 13,266 12,641
Accrued additional purchase consideration...................................... 7,677 8,525
Accrued income taxes........................................................... 636 933
Accrued restructuring costs.................................................... 2,448 573
Liabilities of businesses held for sale........................................ 3,219
Short-term swap liability...................................................... 4,263
Other accrued liabilities...................................................... 19,435 22,457
------------- -------------
Total current liabilities.................................................. 86,950 245,566
Long-term credit facility......................................................... 165,065
Other long-term debt.............................................................. 834 1,500
Deferred income taxes............................................................. 5,405 7,518
Other long-term liabilities....................................................... 3,757 7,531
------------- -------------
Total liabilities.......................................................... 262,011 262,115
------------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none
outstanding Common stock, $.001 par value, 150,000,000 shares authorized,
13,359,164 and 13,132,724 shares, respectively, issued and outstanding......... 13 13
Additional paid-in capital........................................................ 53,191 52,501
Notes receivable from officers................................................. (53) (4,820)
Accumulated other comprehensive loss........................................... (699) (6,255)
Retained earnings.............................................................. 15,414 55,343
------------- -------------
Total stockholders' equity................................................. 67,866 96,782
------------- -------------
Total liabilities and stockholders' equity................................. $ 329,877 $ 358,897
============= =============
See accompanying notes to consolidated financial statements.
F-2
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In Thousands, Except Per Share Amounts)
Fiscal Year Ended April 30,
-------------------------------------------------
2003 2002 2001
--------------- --------------- ---------------
Revenues.................................................... $ 622,717 $ 618,956 $ 582,503
Cost of revenues............................................ 450,576 446,229 413,826
--------------- --------------- ---------------
Gross profit......................................... 172,141 172,727 168,677
Selling, general and administrative expenses................ 142,781 144,074 137,508
Amortization expense........................................ 99 100 2,504
Restructuring costs......................................... 3,426 8,092
Goodwill impairment......................................... 17,996
Asset write-downs........................................... 2,706
Uncollectible notes receivable.............................. 681
Severance and other employment costs........................ 4,025
Abandoned public offering costs............................. 1,677
--------------- --------------- ---------------
Operating income..................................... 427 28,553 18,896
Other (income) expense:
Interest expense......................................... 19,825 13,540 14,380
Interest income.......................................... (387) (813) (761)
Loss on ineffective interest rate hedge.................. 5,990
Financing fees and other bank related costs.............. 3,493
Abandoned debt offering costs............................ 1,755
Loss on sale of subsidiary............................... 228
Other expense (income)................................... (113) 542 (459)
--------------- --------------- ---------------
(Loss) income from continuing operations before (benefit)
provision for income taxes and extraordinary item.......... (30,364) 15,284 5,736
(Benefit) provision for income taxes........................ (945) 6,429 2,404
--------------- --------------- ---------------
(Loss) income from continuing operations before
extraordinary item........................................ (29,419) 8,855 3,332
Discontinued operations:
(Loss) income from discontinued operations - including
loss on write-down of assets of $16,210 in Fiscal 2003. (16,486) 589 634
(Benefit) provision for income taxes..................... (5,976) 247 273
--------------- --------------- ---------------
(Loss) income from discontinued operations............... (10,510) 342 361
(Loss) income before extraordinary item..................... (39,929) 9,197 3,693
Extraordinary item--loss on early termination
of debt, net of income taxes of $47....................... 64
--------------- --------------- ---------------
Net (loss) income........................................... $ (39,929) $ 9,197 $ 3,629
=============== =============== ===============
Net (loss) income per share:
Basic:
(Loss) income from continuing operations
before extraordinary item.......................... $ (2.23) $ 0.68 $ 0.26
(Loss) income from discontinued operations........... (0.79) 0.02 0.03
Extraordinary item................................... (0.01)
--------------- --------------- ---------------
Net income........................................... $ (3.02) $ 0.70 $ 0.28
============== =============== ===============
Diluted:
(Loss) income from continuing operations
before extraordinary item.......................... $ (2.23) $ 0.68 $ 0.25
(Loss) income from discontinued operations........... (0.79) 0.02 0.03
Extraordinary item................................... (0.00)
--------------- --------------- ---------------
Net (loss) income.................................... $ (3.02) $ 0.70 $ 0.28
============== =============== ===============
Weighted average shares outstanding:
Basic.................................................... 13,222 13,053 12,934
Diluted.................................................. 13,222 13,101 13,131
See accompanying notes to consolidated financial statements.
F-3
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Dollars In Thousands)
Common Stock
------------ Notes Accumulated
Additional Receivable Other Total Total
Number Paid-In From Comprehensive Retained Stockholders' Comprehensive
of Shares Amount Capital Officers Loss Earnings Equity Income
--------- ------ ------- -------- ------------ -------- ------------ ------------
Balance at April 30, 2000 12,880,895 $13 $51,981 $(1,958) $(2,631) $ 42,517 $ 89,922
Employee Stock Purchase
Program 97,059 609 609
Issuance of common stock to
outside members of the
Board of Directors... 8,491 65 65
Exercise of stock options, net
of tax benefits 7,285 65 65
Issuance of notes receivable
from officers (2,862) (2,862)
Buyback of rights to warrants (679) (679)
Comprehensive income:
Net income 3,629 3,629 $ 3,629
Foreign currency
translation adjustment (996) (996) (996)
---------
Total comprehensive income $ 2,633
=========
Balance at April 30, 2001 12,993,730 13 52,041 (4,820) (3,627) 46,146 89,753
Employee Stock Purchase
Program 134,535 440 440
Issuance of common stock to
outside members of the
Board of Directors... 4,459 20 20
Comprehensive income:
Net income 9,197 9,197 $ 9,197
Changes in fair market value
of financial instrument, net
of tax of $1,540 (2,126) (2,126) (2,126)
Foreign currency
translation adjustment (502) (502) (502)
---------
Total comprehensive income $ 6,569
=========
Balance at April 30, 2002 13,132,724 13 52,501 (4,820) (6,255) 55,343 96,782
Employee Stock Purchase
Program 145,906 267 267
Issuance of common stock to
Executive officers... 33,898 100 145
Issuance of common stock to
outside members of the
Board of Directors... 35,138 110 65
Issuance of shares relating to the
termination of subordinated debt
and buyback of warrants 11,498
Proceeds from notes receivable
from employee stock loan
program 4,767 4,767
Common stock warrants 213 213
Comprehensive income:
Net loss (39,929) (39,929) $(39,929)
Change in fair market value
of financial instrument
net of tax of $1,540 2,126 2,126 2,126
Foreign currency
translation adjustment 3,430 3,430 3,430
---------
Total comprehensive loss $(34,373)
=========
---------- --- ------- -------- -------- -------- --------
Balance at April 30, 2003 13,359,164 $13 $53,191 $ (53) $ (699) $ 15,414 $ 67,866
========== === ======= ======== ======== ======== ========
See accompanying notes to consolidated financial statements.
F-4
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
Fiscal Year Ended April 30,
---------------------------------------------
2003 2002 2001
---------- --------- -----------
Cash flows from operating activities:
Net (loss) income (a)................................................... $ (39,929) $ 9,197 $ 3,629
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization expense................................. 9,720 10,167 11,512
Extraordinary loss.................................................... 64
Restructuring costs, net of cash paid................................. 1,899 (2,012) 2,092
Amortization of deferred financing costs.............................. 1,400 712 573
Goodwill impairment................................................... 17,996
Loss on ineffective swap.............................................. 5,990
Loss on write-down of assets.......................................... 3,366
Loss on abandoned debt offering....................................... 1,755
Loss on uncollectible notes........................................... 909
Loss from write-down of assets held for sale.......................... 16,210
Changes in assets and liabilities held for sale....................... (911) (92) (4,464)
Deferred income taxes................................................. (5,754) 488 (1,718)
Changes in current assets and liabilities (net of assets acquired and liabilities
assumed in business combinations accounted for under the purchase method):
Accounts receivable................................................. 9,933 (1,487) 10,568
Inventories......................................................... (1,165) 4,168 (5,499)
Prepaid expenses and other assets................................... 5,923 313 (3,240)
Accounts payable.................................................... (6,338) 7,802 (3,787)
Accrued liabilities................................................. (11,050) 5,811 (1,889)
------------- ------------- -------------
Net cash provided by operating activities....................... 9,954 35,067 7,841
------------- ------------- -------------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received......................... (878) (8,043) (23,375)
Cash paid for additional purchase consideration......................... (7,659) (9,451) (6,614)
Additions to property and equipment..................................... (5,784) (10,301) (8,908)
Cash collection of note receivable issued with sale of subsidiary....... 854 2,544
Proceeds from the sale of assets held for sale.......................... 900 9,764
Proceeds from the sale of property and equipment for sale leaseback transaction 9,100
Cash collection of other notes receivable............................... 4,778 1,650
Cash surrender value of terminated life insurance contracts............. 657
Other................................................................... (3) (2) (12)
------------- ------------- -------------
Net cash used in investing activities........................... (9,546) (15,293) (25,944)
------------- ------------- -------------
Cash flows from financing activities:
Proceeds from credit facility borrowings................................ 139,375 170,649 166,821
Payments of credit facility borrowings.................................. (131,418) (184,819) (130,639)
Borrowing (payments) of short-term debt, net............................ 118 (354) (10,492)
Payment of subordinated related party debt.............................. (4,878)
Proceeds from issuance of other long-term debt.......................... 113
Payments of other long-term debt........................................ (635) (2,439) (1,012)
Proceeds from (issuance of) notes receivable............................ (2,862)
Payment on cash settlement of interest rate swap........................ (3,347)
Payments of deferred financing costs.................................... (3,812) (260) (243)
Payment of abandoned debt offering costs................................ (1,755)
Proceeds from common stock issued under employee benefit programs....... 367 440 666
Issuance of common stock to outside directors........................... 110 20 65
------------- ------------- -------------
Net cash (used in) provided by financing activities............. (997) (16,650) 17,426
------------- ------------- -------------
Effect of exchange rates on cash and cash equivalents...................... 319 12 (48)
------------- ------------- -------------
Net (decrease) increase in cash and cash equivalents....................... (270) 3,136 (725)
Cash and cash equivalents at beginning of period........................... 5,262 2,126 2,851
------------- ------------- -------------
Cash and cash equivalents at end of period................................. $ 4,992 $ 5,262 $ 2,126
============= ============= =============
(a) Includes net (loss) income from discontinued operations for Fiscal years
2003, 2002 and 2001 of ($10,510), $342 and $361, respectively.
(Continued)
F-5
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars In Thousands)
For the Fiscal Year Ended April 30,
---------------------------------------------
2003 2002 2001
------------- ---------- ----------
Supplemental disclosures of cash flow information:
Interest paid........................................................... $ 19,947 $ 12,132 $ 14,150
Income taxes paid....................................................... $ 4,500 $ 6,429 $ 11,475
During Fiscal 2003, Fiscal 2002 and Fiscal 2001, the Company paid a total
of $8,537, $17,494 and $29,989, respectively, in cash representing the aggregate
of: 1) the initial fixed consideration for purchase acquisitions, 2) earn-out
provisions and other purchase price adjustments relating to certain acquisitions
and 3) acquisition costs such as legal and accounting fees associated with
certain business combinations all of which related to business combinations that
were accounted for under the purchase method of accounting. The fair value of
the assets and liabilities at the date of acquisition and the impact of
recording the various earn-outs and acquisition costs are as follows:
For the Fiscal Year Ended April 30,
--------------------------------------------
2003 2002 2001
------------- ------------- -------------
Accounts receivable............................................................... $ $ 739 $ 10,308
Inventories....................................................................... 810 4,021
Prepaid expenses and other current assets......................................... 901
Property and equipment............................................................ 65 3,761
Intangible assets(1).............................................................. 8,537 16,464 20,282
Other assets...................................................................... 158
Accounts payable.................................................................. (348) (3,660)
Accrued liabilities............................................................... (236) (5,739)
Other long-term liabilities....................................................... (43)
------------- ------------- -------------
Net assets acquired........................................................ $ 8,537 $ 17,494 $ 29,989
============= ============= =============
Noncash transactions:
- - During Fiscal 2003, Fiscal 2002 and Fiscal 2001, the Company accrued
$8,138, $7,831 and $7,886 as additional purchase consideration for
earn-outs, respectively.
- - During Fiscal 2001, the Company sold an equity investment in exchange for a
note receivable totaling $1,789.
- - During Fiscal 2001, the Company recorded additional paid-in capital of $8
related to the tax benefit of stock options exercised.
- - During Fiscal 2001, the Company issued 37 warrants in the aggregate to the
former noteholders of the Subordinated Related Party Debt. During Fiscal
2003, 11 warrants were exercised.
(1) Due to the accrual of earn-out provisions, intangible assets include cash
payments made during the period relating to prior period acquisitions.
See accompanying notes to consolidated financial statements.
F-6
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 1--BACKGROUND
Workflow Management, Inc. (collectively with its subsidiaries, the
"Company" or "Workflow") is a Delaware corporation formed by the former U.S.
Office Products Company, also a Delaware corporation ("U.S. Office Products"),
in connection with U.S. Office Products' strategic restructuring plan that was
consummated June 9, 1998 (the "Strategic Restructuring Plan"). As part of its
Strategic Restructuring Plan, U.S. Office Products (i) transferred to the
Company substantially all the assets and liabilities of U.S. Office Products'
Print Management Division and (ii) distributed to holders of U.S. Office
Products' common stock 14,643 shares (the "Distribution" or "Workflow
Distribution") of the Company's common stock, par value $.001 per share
("Company Common Stock") pursuant to a distribution agreement (the "Distribution
Agreement"). Holders of U.S. Office Products' common stock were not required to
pay any consideration for the shares of the Company Common Stock they received
in the Distribution. The Distribution occurred on June 9, 1998 (the
"Distribution Date"). U.S. Office Products and the Company entered into a number
of agreements to facilitate the Distribution and the transition of the Company
to an independent business enterprise.
Workflow is one of the largest distributors of printed business products
in North America and is also a leading provider of end-to-end business
management outsourcing solutions, which include vendor-neutral custom print
sourcing, consulting and integrated storage and distribution services, that
allow its customers to control all of their print related costs. The Company
produces and distributes a full range of printed business products and provides
related management services to approximately 31,000 customers in North America
ranging in size from small businesses to Fortune 100 companies. The Company
provides customers with an integrated set of services and information tools that
reduces the costs of procuring, storing, distributing and using printed business
products and produces custom business documents, envelopes, direct mail and
commercial printing. Workflow employs approximately 2,900 persons and has 89
facilities and utilizes approximately 650,000 square feet for manufacturing,
574,000 square feet for distribution, 523,000 square feet for warehousing,
78,000 square feet for print-on-demand and 427,000 square feet for sales and
administrative offices throughout North America.
NOTE 2--LIQUIDITY
On August 1, 2003, the Company amended its credit facility (the "Amended
Restructured Credit Facility") which deferred repayment of the $50,000 Term Loan
B portion of the Amended Restructured Credit Facility from December 31, 2003 to
May 1, 2004 (see "Note 18--Subsequent Events"). The Company is currently
pursuing various strategic and refinancing alternatives that would allow it to
repay Term Loan B by May 1, 2004. However, the Company does not have any written
agreements or firm commitments with respect to any potential refinancing or
similar transactions, nor does the Company anticipate generating operating cash
flows that would allow it to repay this obligation directly. There can be no
assurance that the Company will be able to repay Term Loan B by its due date. In
the event that the Company is unable to do so, it will be in default with its
lenders under the Amended Restructured Credit Facility. Any such default likely
would have a material adverse effect on the Company's business, financial
condition and results of operations and lenders' remedies upon such default
would include the right to foreclose on the Company's assets.
NOTE 3--BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of Workflow, including
companies acquired in business combinations accounted for under the purchase
method from their respective dates of acquisition. All significant intercompany
accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates include allowance for doubtful account and inventory reserves,
impairment of property and equipment, impairment of goodwill and realization of
deferred tax assets.
Definition of Fiscal Year
As used in these consolidated financial statements and related notes to
consolidated financial statements, "Fiscal 2003", "Fiscal 2002", "Fiscal 2001",
"Fiscal 2000" and "Fiscal 1999" refer to the Company's fiscal years ended April
30, 2003, 2002, 2001 and 2000 and April 24, 1999, respectively.
F-7
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Reclassifications
Certain reclassifications have been made in the Fiscal 2002 and Fiscal
2001 financial statements to conform to the Fiscal 2003 presentation.
Cash and Cash Equivalents
The Company considers temporary cash investments with original maturities
of three months or less from the date of purchase to be cash equivalents.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
Receivables arising from sales to customers are not collateralized and, 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, which is reviewed at least quarterly for estimated losses resulting
from the inability of its customers to make required payments. Additional
allowances may be necessary in the future if the ability of its customers to pay
deteriorates. The Company's five largest customers accounted for 10.5%, 9.0% and
8.4% of the Company's revenues for Fiscal 2003, Fiscal 2002 and Fiscal 2001,
respectively. The Company's single largest customer accounted for 4.7%, 3.7% and
2.3% of revenues for Fiscal 2003, Fiscal 2002 and Fiscal 2001, respectively.
Inventories
Inventories are stated at the lower of cost or market with cost determined
on a first-in, first-out (FIFO) basis and consist primarily of products held for
sale. 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 reviewed at least quarterly, based upon
usage and inventory age to determine its adequacy. Physical inventories are
taken throughout each fiscal year.
Property and Equipment
Property and equipment is stated at cost. Additions and improvements are
capitalized. Maintenance and repairs are expensed as incurred. Depreciation of
property and equipment is calculated using the straight-line method over the
estimated useful lives of the respective assets. The estimated useful lives
range from 25 to 40 years for buildings and their components and 3 to 15 years
for furniture, fixtures and equipment. Property and equipment leased under
capital leases is amortized over the lesser of its useful life or its lease
terms. Gains and losses on the disposition of property and equipment are
computed based upon the difference between the sales proceeds received and the
net book value of the fixed asset at the date of the disposal. Property and
equipment is reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the 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 value to determine
whether an impairment exists, pursuant to the provisions of State of Financial
Accounting Standards No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" beginning in Fiscal 2003.
Goodwill and Intangible Assets
During Fiscal 2002, Statement of Financial Accounting Standards ("SFAS")
No. 142, Goodwill and Other Intangible Assets, was issued. Workflow adopted this
new standard and as a result, the Company ceased to amortize goodwill and
indefinite-lived intangible assets effective May 1, 2001. The Company continues
to amortize definite-lived intangible assets over their estimated useful lives
ranging from one to five years. In lieu of goodwill amortization Workflow
performed an initial impairment review of its goodwill and indefinite-lived
intangible assets as of the implementation date, following which the Company
concluded that there was no impairment at May 1, 2001. An impairment is recorded
when the fair value of a reporting unit is less than the carrying value of the
reporting unit's net assets. Fair value of a reporting unit is derived from a
combination of discounted cash flows and comparison to comparable publicly
traded companies.
F-8
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Earn-Out Agreements
Several of the acquisition agreements for the Company's business
combinations accounted for under the purchase method of accounting include
earn-out provisions that could result in additional purchase consideration
payable in the form of cash payments in subsequent periods dependent upon
specific future operating performance criteria. The Company records additional
purchase consideration under these earn-out provisions in accordance with SFAS
No. 141, "Business Combinations". As such, when the outcome of the contingency
under the earn-out is determinable beyond a reasonable doubt, the Company
records the expected earn-out payment as goodwill and accrues the earn-out as an
accrued liability on the Company's balance sheet.
Translation of Foreign Currencies
The financial statements include the results of the Company's Canadian
operations which are translated from Canadian dollars, their functional
currency, into U.S. dollars. Balance sheet accounts of foreign subsidiaries are
translated using the year-end exchange rate and the statement of operations
accounts are translated using the average prevailing exchange rate during the
year. Translation adjustments are recorded in stockholders' equity as a
component of accumulated other comprehensive income (loss). Foreign currency
transaction gains and losses are recorded in income when realized.
Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments including cash
and cash equivalents, accounts receivable and accounts payable approximate fair
value. The face amounts of the Company's credit facility, subordinated debt and
other long-term debt, approximate their fair values.
Income Taxes
The Company provides for deferred taxes on temporary differences arising
from assets and liabilities whose bases are different for financial reporting
and state, federal and foreign income tax purposes. A valuation allowance is
recorded to reduce deferred tax assets when it is more likely than not that a
tax benefit will not be realized. The primary factors considered are historical
results, earnings potential determined through use of internal projections and
the nature of income that can be used to realize the deferred tax asset. Based
on a consideration of these factors, the Company believes it is more likely than
not all of our deferred tax assets will be realized. If future results of
operations are less than expected future assessments may result in a
determination that some or all of the net deferred tax assets are not
realizable.
Taxes on Undistributed Earnings
In Fiscal 2003, provision is made for U.S. income taxes on accumulated
earnings of Canadian subsidiary. In connection with obtaining the Company's
Restructured Credit Facility in Fiscal 2003, the Company pledged shares of the
Canadian subsidiary. Although no cash distribution was made, the pledge
triggered inclusion of the Canadian subsidiary's accumulated earnings which are
reported as dividend income for U.S. tax purposes. As the Company will report a
consolidated taxable loss on its Fiscal 2003 U.S. income tax return, it cannot
recognize a corresponding financial statement benefit for foreign tax credits
associated with the Canadian inclusion.
Revenue Recognition
The Company recognizes revenue for the majority of its products upon
shipment to the customer, upon the transfer of title and when risk of loss
passes to the buyer. Under agreements with certain customers, custom forms may
be stored by the Company for future delivery. In these situations, the Company
typically receives a warehousing fee for the services it provides. In these
cases, delivery and billing schedules are agreed upon with the customer and
revenue is recognized when manufacturing is complete, title transfers to the
customer, the order is invoiced and there is reasonable assurance as to
collectibility. Since the majority of products are customized, produce returns
are not significant. The Company recognizes revenues for warehousing customers'
inventory as storage services are provided. The Company does not charge separate
fees for on-line access and ordering of inventory as these services are offered
to customers as a convenience. Delivery costs billed to customers are recognized
in revenues. Revenues recognized for services were $19,347, $13,807 and $9,588
for Fiscal 2003, 2002 and 2001, respectively.
F-9
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Cost of Revenues
Vendor rebates are recognized on an accrual basis in the period earned and
are recorded as a reduction to cost of revenues. All delivery and warehouse
occupancy costs are included in cost of revenues.
Advertising Costs
The Company expenses advertising costs when the advertisement occurs.
Advertising costs are included in the consolidated statement of operations as a
component of selling, general and administrative expenses. Advertising expense
for Fiscal 2003, Fiscal 2002 and Fiscal 2001 was $85, $186 and $540,
respectively.
Research and Development Costs
Research and development costs are charged to operations in the year
incurred. Research and development costs are included in the consolidated
statement of operations as a component of selling, general and administrative
expenses.
Internally Developed Software
Internal costs related to internally developed software such as internal
salaries and supplies are expensed as incurred as a component of selling,
general and administrative expenses until the internally developed software
reaches its technological feasibility. External costs related to internally
developed software, such as outside programmers and consultants, are capitalized
as property and equipment and expensed over the expected useful life of the
software, normally three to five years. During Fiscal 2003, Fiscal 2002 and
Fiscal 2001, the Company capitalized $628, $1,391 and $621, respectively, in
internal salaries and outside consulting fees for internally developed software.
Restructuring Costs
For exit and disposal activities initiated after December 31, 2002, the
Company recognizes the costs associated with such an activity when a liability
is incurred and its fair value can be estimated. For exit and disposal
activities initiated prior to January 1, 2003, liability for an exit cost is
recognized at the date of the Company's commitment to an exit plan.
Deferred pension benefit
The cost of pensions and other retirement benefits earned by employees
covered by the defined benefit pension plans is determined using the projected
benefit method pro-rated on service and management's best estimate of expected
plan investment performance, salary escalation and retirement ages of employees.
The discount rate used to determine the accrued benefit obligation is determined
by reference to market interest rates. For the purpose of calculating the
expected return on plan assets, those assets are valued at fair market value.
Adjustments arising from changes in pension benefits and assumptions and
experience gains and losses above 10% of lower of the accrued benefit obligation
and plan assets are amortized over the expected average remaining service lives
of the employees.
F-10
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
New Accounting Pronouncements
Extinguishment of Debt and Accounting for Leases. In April 2002, the FASB
issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections," that supercedes previous
guidance for the reporting of gains and losses from extinguishment of debt and
accounting for leases, among other things.
SFAS No. 145 requires that only gains and losses from the extinguishment
of debt that meet the requirements for classification as "Extraordinary Items,"
as prescribed in APB No. 30, should be disclosed as such in the financial
statements. Previous guidance required all gains and losses from the
extinguishment of debt to be classified as "Extraordinary Items." This portion
of SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with
restatement of prior periods required. Implementation of this portion of the
standard will result in the reclassification of certain losses on extinguishment
of debt previously treated as extraordinary items by Workflow.
In addition, SFAS No. 145 amends SFAS No. 13, "Accounting for Leases," as
it relates to accounting by a lessee for certain lease modifications. Under SFAS
No. 13, if a capital lease is modified in such a way that the change gives rise
to a new agreement classified as an operating lease, the assets and obligation
are removed, a gain or loss is recognized and the new lease is accounted for as
an operating lease. Under SFAS No. 145, capital leases that are modified so the
resulting lease agreement is classified as an operating lease are to be
accounted for under he sale-leaseback provisions of SFAS No. 98, "Accounting or
Leases." These provisions of SFAS No. 145 are effective for transactions
occurring after May 15, 2002.
SFAS No. 145 will be applied as required. Adoption of SFAS No. 145 is not
expected to have a material impact on the Company's results of operations,
financial position or cash flows.
Accounting for Exit and Disposal Activities. In June 2002, the FASB issued
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
which addresses the recognition, measurement, and reporting of costs associated
with exit and disposal activities, including restructuring activities. This
statement requires that liabilities for costs associated with an exit or
disposal activity not be recognized until the liability is incurred and the fair
value can be estimated, except for certain one-time termination benefits. SFAS
No. 146 nullifies Emerging Issues Task Force (EITF) 94-3 which permitted
recognition of a liability for such costs at the date of a company's commitment
to an exit plan. The provisions of SFAS No. 146 are effective, and we have
adopted its provisions, for exit and disposal activities initiated after
December 31, 2002. The provisions of EITF 94-3 will continue to apply for
liabilities previously recorded.
Accounting for Consideration Received from a Vendor. In January 2003,
the Emerging Issues Task Force issued EITF 02-16, "Accounting by a Customer
(Including a Reseller) for Certain Consideration Received from a Vendor, " which
states that cash consideration received from a vendor is presumed to be a
reduction of the prices of the vendor's products or services and should,
therefore, be characterized as a reduction of cost of goods sold when recognized
in the statement of operations. That presumption is overcome when the
consideration is either a reimbursement of specific, incremental, identifiable
costs incurred to the sell the vendor's products, or a payment for assets or
services delivered to the vendor. EITF 02-16 is effective, and we have adopted
it provisions, for arrangements entered into after December 31, 2002.
Guarantor's Accounting for Guarantees. In December 2002, the FASB
issued Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, " which provides for additional disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations and requires,
under certain circumstances, a guarantor to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. We have adopted the disclosure requirements for Fiscal
2003 and do not expect the recognition and measurement provisions of
Interpretation No. 45 to have an effect on our consolidated financial
statements.
F-11
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 4--BUSINESS COMBINATIONS
During Fiscal 2003 the Company made no acquisitions. Fiscal 2002 and
Fiscal 2001, the Company made two and eight acquisitions, respectively,
accounted for under the purchase method (the "Purchased Companies"). These
acquisitions were made in order to expand the Company's presence in the
marketplace in which it serves. The results of these acquisitions have been
included in the Company's results from their respective dates of acquisition.
Initial cash consideration and subsequent acquisition costs paid associated with
the acquisition of the Purchased Companies totaled $8,537, $17,494 and $29,989
during Fiscal 2003, Fiscal 2002 and Fiscal 2001, respectively. The total assets
acquired with the Purchased Companies during Fiscal 2003, Fiscal 2002 and Fiscal
2001, were $8,537, $18,078 and $39,431, respectively, including intangible
assets of $8,537, $16,464 and $20,282, respectively.
The majority of the Purchased Companies have earn-out provisions that
could result in additional purchase consideration payable in subsequent periods,
ranging from three to five years, dependent upon the future earnings of these
acquired companies. During Fiscal 2003, Fiscal 2002 and Fiscal 2001, $7,659,
$9,451 and $6,614, respectively, of additional purchase consideration was paid
by the Company in connection with earn-out provisions and another $7,677 has
been accrued for these earn-out provisions at April 30, 2003. The additional
consideration, whether paid or accrued, has been reflected in the accompanying
balance sheet as goodwill at April 30, 2003.
The following presents the unaudited pro forma results of operations of
the Company for Fiscal 2003 and Fiscal 2002, as if the purchase acquisitions
completed since the beginning of Fiscal 2002 had been consummated at the
beginning of Fiscal 2002. The Fiscal 2001 column reflects purchase acquisitions
completed during Fiscal 2001 and Fiscal 2000 as if such transactions had
occurred as of the beginning of Fiscal 2001. The pro forma results of operations
presented below include certain pro forma adjustments to reflect the increased
interest expense and reductions in executive compensation of $41 and $366 for
Fiscal 2002 and Fiscal 2001, respectively, at the acquired companies:
F-12
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
For the Fiscal Years
Ended April 30,
--------------------
2002 2001
------ ----
Revenues.......................................................................... $ 619,419 $ 624,796
Income before discontinued operations and extraordinary items..................... 8,970 6,068
Net income........................................................................ 8,970 6,365
Income before discontinued operations and extraordinary items per share:
Basic.......................................................................... $ 0.69 $ 0.47
Diluted........................................................................ 0.68 0.46
Net income per share:
Basic.......................................................................... $ 0.69 $ 0.49
Diluted........................................................................ 0.68 0.48
The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions and the divestiture occurred at the beginning of
Fiscal 2000, as applicable, or the results which may occur in the future. The
Fiscal 2001 data reflects restructuring and abandoned public offering costs of
$8,092 and $1,677, respectively.
F-13
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 5--RESTRUCTURING COSTS
The Company historically has grown significantly through acquisitions.
However, the Company began to implement a new strategic business plan in Fiscal
2003. Under its new strategic plan, the Company has focused on (i) integrating
its existing core operations to improve profitability and (ii) divesting
non-core operations to pay down debt. The Company did not consummate any
acquisitions in Fiscal 2003 and does not anticipate pursuing or consummating
acquisitions in the near future.
During Fiscal 2003, the Company reversed into income a $1,242
restructuring charge taken in the three months ended April 30, 2001 that is no
longer required since the Company recently settled the underlying contract
dispute and expensed $4,668 in strategic restructuring costs associated with the
exploration of other financial, restructuring and strategic alternatives.
During Fiscal 2001, the Company incurred expenses of $8,092 in connection
with its' reorganization and integration plan. Under this restructuring plan,
the Company streamlined its operations by eliminating duplicate facilities and
employee functions and reducing corporate overhead. The Company paid $608,
$1,131 and $681 for severance and utilized an additional $2,186, $1,682 and
$4,025 for facility closures and asset write-downs, including software,
furniture and fixtures, associated with this plan in Fiscal 2003, Fiscal 2002
and Fiscal 2001, respectively.
Under the restructuring plans implemented during Fiscal 2003, Fiscal 2001
and Fiscal 2000, the Company terminated and provided severance benefits to 37,
100 and 39 employees respectively. However, certain severed employees have
delayed severance payments. The majority of the workforce reductions were within
the production area and backroom functions such as accounting, human resources
and administration.
The following table sets forth the Company's accrued restructuring costs
for the three-year period ended April 30, 2003:
Fiscal 2001 Restructuring Plan Activity:
Facility Contract
Closure and Severance and Termination
Consolidation Terminations Costs Total
------------- ------------ ------------ -------------
Balance at April 30, 2000....................................... $ - $ 1,316 $ - $ 1,316
Additions................................................ 3,401 1,870 2,821 8,092
Utilizations............................................. (1,779) (1,997) (2,246) (6,022)
------------- ------------ ------------- -------------
Balance at April 30, 2001....................................... 1,622 1,189 575 3,386
Utilizations............................................. (1,522) (1,131) (160) (2,813)
------------- ------------- ------------ --------------
Balance at April 30, 2002....................................... 100 58 415 573
Utilizations............................................. (20) (58) (115) (193)
-------------- ------------- ------------- --------------
Balance at April 30, 2003....................................... $ 80 $ $ 300 $ 380
============== ============= ============= ==============
Fiscal 2003 Restructuring Plan Activity:
Facility Contract
Closure and Severance and Termination
Consolidation Terminations Costs Total
-------------- -------------- ------------ -------------
Balance at April 30, 2002....................................... $ $ $ $
Additions................................................ 487 2,395 300 3,182
Utilizations............................................. (361) (550) (203) (1,114)
-------------- ------------- ------------- --------------
Balance at April 30, 2003....................................... $ 126 $ 1,845 $ 97 $ 2,068
============== ============= ============= ==============
F-14
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 6--INVENTORIES
Inventories consist of the following:
April 30,
-------------------------
2003 2002
----------- -----------
Raw materials......................................................................... $ 11,438 $ 12,661
Work-in-process....................................................................... 6,294 7,521
Finished goods........................................................................ 31,450 30,347
----------- -----------
Total inventories............................................................ $ 49,182 $ 50,529
=========== ===========
NOTE 7--PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
April 30,
------------------------
2003 2002
------------ -----------
Land.................................................................................. $ $ 145
Buildings............................................................................. 351 351
Furniture and fixtures................................................................ 26,000 31,827
Computer equipment and software....................................................... 22,972 23,105
Warehouse equipment................................................................... 33,309 33,320
Equipment under capital leases........................................................ 1,224 1,725
Leasehold improvements................................................................ 11,936 9,129
----------- -----------
95,792 99,602
Less: Accumulated depreciation........................................................ (57,720) (50,610)
----------- -----------
Net property and equipment............................................................ $ 38,072 $ 48,992
=========== ===========
Depreciation expense from continuing operations for Fiscal 2003, Fiscal
2002 and Fiscal 2001 was $9,621, $10,067 and $8,871, respectively. During Fiscal
2002, the Company disposed of virtually all of its owned land and buildings in a
sale and leaseback transaction with net proceeds of $6,700. The $2,777 gain on
this transaction was deferred and is being amortized over the life of the
related lease. In Fiscal 2003 and 2002, the Company recognized $175 and $149,
respectively, of the deferred gain.
NOTE 8--GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill consists of the following:
Balance at April 30, 2000, net of accumulated amortization of $3,837.................. $ 91,086
Additions............................................................................. 27,876
Disposals............................................................................. (3,978)
Amortization.......................................................................... (2,749)
-----------
Balance at April 30, 2001, net of accumulated amortization of $5,805.................. 112,235
Additions............................................................................. 16,377
Disposals............................................................................. (380)
-----------
Balance at April 30, 2002, net of accumulated amortization of $5,805.................. 128,232
Additions............................................................................. 10,476
Disposals............................................................................. (38)
Removal for discontinued operations, net.............................................. (11,159)
Impairment............................................................................ (17,996)
-----------
Balance at April 30, 2003, net of accumulated amortization of $5,247.................. $ 109,515
===========
Goodwill amortization expense for Fiscal 2001 was $2,499.
F-15
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and
No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that
business combinations initiated subsequent to June 30, 2001, must be accounted
for by using the purchase method of accounting. SFAS No. 142 supersedes
Accounting Principles Board ("APB") Opinion No. 17, "Intangible Assets,"
however, the new statement carries forward provisions in APB Opinion No. 17
related to internally developed intangible assets. SFAS No. 142 requires that
the Company discontinue the amortization of goodwill. Early adoption of SFAS No.
142 is allowed for those companies with fiscal years beginning after March 15,
2001. The Company adopted and applied SFAS No. 142 as of May 1, 2001, the
beginning of Fiscal 2002.
SFAS No. 142 requires that goodwill and certain intangible assets be
assessed for impairment using fair value measurement techniques. Specifically,
goodwill impairment is determined using a two-step process. The first step of
the goodwill impairment test is used to identify potential impairment by
comparing the fair value of a reporting unit with its net book value, including
goodwill. If the fair value of a reporting unit exceeds its carrying amount,
goodwill of the reporting unit is considered not impaired and the second step of
the goodwill impairment test is unnecessary. If the carrying amount of the
reporting unit's goodwill exceeds its fair value, the second step of the
goodwill impairment test is performed to measure the amount of impairment loss,
if any. The second step of the goodwill impairment test compares the implied
fair value of the reporting unit's goodwill with the carrying value of that
goodwill. If the carrying amount of the reporting unit's goodwill exceeds the
implied fair value of that goodwill, an impairment loss is recognized in an
amount equal to that excess. The implied fair value of goodwill is determined in
the same manner as the amount of goodwill recognized in a business combination.
That is, the fair value of the reporting unit is allocated to all of the assets
and liabilities of that unit (including any unrecognized intangible assets) as
if the reporting unit had been acquired in a business combination and the fair
value of the reporting unit was the purchase price paid to acquire the reporting
unit. If the carrying value of the intangible asset exceeds its fair value, an
impairment loss is recognized in an amount equal to that excess. Based upon a
valuation analysis performed by Standard and Poor's during Fiscal 2003 and due
to sustained, significant deterioration in operating results, the fair value of
the direct mail and commercial print operations in southern California was
determined to be less than its then carrying value at April 30, 2003. In
arriving at a conclusion regarding fair values, a combination of discounted cash
flows and a comparison of the Company to comparable publicly traded companies
was utilized. Based upon the SFAS No. 142 step one and step two analyses, the
Company recorded a non-cash impairment charge of $17,996 as a component of
operating income during Fiscal 2003.
F-16
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
The following reconciliation illustrates the impact that the adoption of
SFAS No. 142 would have had on the Company's net income and earnings per share
in Fiscal 2001, the year prior to adoption:
For the
Year Ended
April 30,
2001
Income before extraordinary items reconciliation: ----------
Reported income before extraordinary items..................................... $ 3,693
Add: Goodwill amortization.................................................... 1,455
------------
Adjusted income before extraordinary items..................................... $ 5,148
============
Net income reconciliation:
Reported net income............................................................ $ 3,629
Add: Goodwill amortization.................................................... 1,455
------------
Adjusted net income............................................................ $ 5,084
============
Basic income before extraordinary items per share:
Reported income before extraordinary items..................................... $ 0.29
Add: Goodwill amortization.................................................... 0.11
------------
Adjusted income before extraordinary items..................................... $ 0.40
============
Diluted income before extraordinary items per share:
Reported income before extraordinary items..................................... $ 0.28
Add: Goodwill amortization.................................................... 0.11
------------
Adjusted income before extraordinary items..................................... $ 0.39
============
Basic income per share:
Reported net income............................................................ $ 0.28
Add: Goodwill amortization.................................................... 0.11
------------
Adjusted net income............................................................ $ 0.39
============
Diluted income per share:
Reported net income............................................................ $ 0.28
Add: Goodwill amortization.................................................... 0.11
------------
Adjusted net income............................................................ $ 0.39
============
Weighted average shares outstanding:
Basic.......................................................................... 12,934
Diluted........................................................................ 13,131
Intangible assets subject to amortization consist of the following:
April 30,
---------------------
2003 2002
----- -----
Customer lists.................................................................... $ 1,302 $ 1,340
Non-compete agreements............................................................ 398 398
Other ........................................................................... 664 664
------------ ------------
2,364 2,402
Less: Accumulated amortization................................................ (1,057) (858)
------------ ------------
Net intangible assets...................................................... $ 1,307 $ 1,544
============ ============
Amortization expense for Fiscal 2003, Fiscal 2002 and Fiscal 2001 was $99, $100 and $5, respectively.
F-17
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 9 - DISCONTINUED OPERATIONS
Consistent with the Company's business plan and long-term strategic
objectives, the Company's Board of Directors adopted a plan to sell certain
non-core operations. The Company sold the non-core operations subsequent to
April 30, 2003, see "Note 18 - Subsequent Events". The Company's net realizable
value for these non-core operations is approximately $5,000. Accordingly, the
net assets of the subsidiaries have been written down to a fair value of $5,000.
The $16,210 write-down for discontinued operations was comprised exclusively of
a write-down in long-term assets held for sale. Current assets, specifically
accounts receivable and inventories, were not impaired and had been recorded at
their net realizable value in periods prior to the adoption of the Company's
current business plan. The majority of the long-term asset write-down
represented a goodwill impairment. Before the business plan was adopted,
management believed that projected cash flows were sufficient to recover these
written-down assets. These projected cash flows assumed that the Company would
integrate these operations with other Company operations and enhance
profitability by making significant operational improvements. However, with the
adoption of the current strategic business plan and the desire of the Company
and its lenders to sell operations in order to pay down the Company's bank debt,
the profit improvement plans will only be partially implemented prior to the
operations' disposal. In addition, prior to adoption of the current business
plan it was not anticipated that the Company would be required by its lenders to
dispose of certain operations prior to the profit improvement and integration
initiatives described above. Pursuant to SFAS No. 144, the operations to be sold
have been treated as discontinued operations and assets and liabilities held for
sale as of April 30, 2003.
Summarized below are the results of operations for the years ended April 30,
2003, 2002 and 2001.
Fiscal
--------------------------------------------
2003 2002 2001
------------- ------------ ------------
Revenues $ 24,627 $ 25,728 $ 25,380
(Loss) income from discontinued operations (160) 342 361
(Loss) on write-down of assets, net of tax (10,350)
Net (loss) income (10,510) 342 361
The major classes of assets and liabilities included in the consolidated balance
sheet at April 30, 2003 under the captions "Assets of Businesses Held for Sale"
and "Liabilities of Businesses Held for Sale" are as follows:
Assets Held for Sale:
Accounts receivable, net $ 3,880
Inventories 3,662
Prepaid expenses and other current assets 61
Property, plant and equipment, net 616
-----------
$ 8,219
Liabilities Held for Sale:
Accounts payable $ 838
Accrued compensation 903
Accrued additional purchase consideration 970
Other accrued liabilities 508
-----------
$ 3,219
===========
F-18
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 10--DEBT
Short-Term Debt
Short-term debt consists of the following:
April 30,
--------------------------
2003 2002
----------- ------------
Revolving credit facility......................................................... $ $ 157,150
Current maturities of other long-term debt........................................ 674 693
------------ ------------
Total short-term debt.......................................................... $ 674 $ 157,843
============ ============
Long-Term Debt
On January 15, 2003, the Company entered into a restructured senior
secured credit facility with its lenders (the "Restructured Credit Facility")
totaling approximately $180,000 and comprised of three separate tranches. The
tranches of debt under the Amended Restructured Credit Facility consist of: (i)
an approximately $100,000 asset based revolving credit facility (the "Revolver")
which provides access to working capital advanced on a borrowing base formula;
(ii) an approximately $30,000 senior term loan (the "Term Loan A") which
amortizes in scheduled increments semi-annually starting on June 30, 2003; and
(iii) a $50.0 million senior term loan (the "Term Loan B"). The Revolver and
Term Loan A mature on June 30, 2005. Term Loan B matures on December 31, 2003.
The Revolver contains advance rates of 80% of the Company's eligible accounts
receivable, 50% of the Company's eligible inventories and $10,000 against the
Company's fixed assets. At April 30, 2003, the blended annual interest rate on
the Restructured Credit Facility was approximately 9.0%. During the year ended
April 30, 2003, the Company incurred $18,752 in interest expense relating to its
previous credit facility and the Restructured Credit Facility.
The outstanding balances (in millions) on the Restructured Credit Facility at
April 30, 2003 were as follows:
Maximum Amount Applicable
Availability Outstanding Interest Rate
------------ ----------- -------------
Revolver $ 100,000 $ 92,100 LIBOR + 5%
Term Loan A 23,000 23,000 LIBOR + 8%
Term Loan B 50,000 50,000 11%, 12%, 13% & 14% for each
calendar quarter of 2003
------------- -------------
$ 173,000 $ 165,100
============= =============
Including $3,069 in outstanding letters of credit, the Company's
availability under the Restructured Credit Facility at April 30, 2003 was
$4,831. As of April 30, 2003, we had $165,107 outstanding on the Restructured
Credit Facility in addition to $3,069 in outstanding letters of credit.
The Restructured Credit Facility also contains provisions requiring the
Company to issue warrants to its lenders for the purchase of up to one million
shares of the Company's common stock in the event the Company defaults on its
repayment obligations. These contingent warrants have an estimated value of $213
and have been recorded as a component of equity with an offsetting reduction in
the carrying value of the debt. No additional accounting recognition is expected
to occur as it relates to the issuance of the warrants. However, the remaining
carrying value of the debt will be accreted to par over its remaining term, with
such accretion being reported as interest expense. The Company considered the
guidance of Emerging Issues Task Force ("EITF") No. 00-19, "Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock" and EITF 01-6, "The Meaning of `Indexed to a Company's Own
Stock'" in concluding that the warrants should be recognized at fair value and
reported as equity at the time of the contractual agreement because the warrants
are indexed to, and will be settled in the Company's own stock.
Under the terms of the Restructured Credit Facility, the Company is
required to defer or otherwise not pay at least $4,000 of earn-outs due in May
2003. Recipients of approximately $1,000 of earn-out payments voluntarily agreed
to accept subordinated notes due in 2005 in lieu of receiving a cash earn-out
payment in May. However, many earn-out recipients were not willing to accept
F-19
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
these notes. As a result, to remain in compliance with its credit facility, the
Company was required to breach its earn-out obligations, or in one case deliver
a short term promissory note, with respect to individuals entitled to
approximately $3,000 in earn-out payments. Following these earn-out breaches,
various earn-out recipients initiated three separate legal actions against the
Company. The Company also believes that the earn-out breaches have had an
adverse effect on the morale and productivity of some of its most important
employees.
The Company had exceeded certain covenants in the Restructured Credit
Facility at April 30, 2003 that limited capital expenditures and the incurrence
of restructuring costs. The Company amended its Restructured Credit Facility
subsequent to April 30, 2003 including obtaining waivers for the debt covenant
violations, see "Note 18 - Subsequent Events."
Long-Term debt consists of the following:
April 30,
---------------------------
2003 2002
------------- ------------
Revolving credit facility......................................................... $ 165,065 $
Notes payable, secured by certain assets of the Company, weighted average
interest rates of 6.99% and 6.99%, respectively................................ 454 590
Capital lease obligations, weighted average interest rates of 8.88% and 5.87%,....
respectively................................................................... 1,053 1,603
------------ ------------
166,572 2,193
Less: Current maturities of long-term debt....................................... (674) (693)
------------- ------------
Total long-term debt........................................................... $ 165,898 $ 1,500
============ ============
F-20
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Maturities of Long-Term Debt
Maturities on long-term debt, including capital lease obligations, are as
follows:
Fiscal year:
2004............................................................................................ $ 674
2005............................................................................................ 58,687
2006............................................................................................ 107,211
2007............................................................................................
-----------
Total maturities of long-term debt.......................................................... $ 166,572
===========
Letters of Credit
In addition, the Company also had outstanding letters of credit of
approximately $3,069 related to performance and payment guarantees. The letters
of credit expire over varying periods through May 2004. Based upon the Company's
experience with these arrangements, the Company does not believe that any
obligations that may arise will be significant.
Interest Rate Swap
The Company does not hold or issue derivative financial instruments for
trading purposes. On May 3, 2001, the Company entered into an interest rate swap
agreement (the "Swap") with various lending institutions at no initial cost to
the Company with an effective date of August 1, 2001 and an expiration date of
March 10, 2004. The Company exchanged its variable interest rate on $100,000 in
Credit Facility debt for a fixed LIBOR of approximately 5.10% plus the Company's
interest rate spread under its prior credit facility. The Swap was entered into
to manage interest rate risk on the variable rate borrowings under the Company's
revolving credit portion of its debt. This interest rate swap has the effect of
locking in, for a specified period, the base interest rate the Company will pay
on the $100,000 notional principal amount established in the Swap. As a result,
while this hedging arrangement is structured to reduce the Company's exposure to
increases in interest rates, it also limits the benefit the Company might
otherwise have received from any decreases in interest rates.
The Company accounted for the Swap under the guidelines of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." Effective May 1,
2001, the Company implemented SFAS No. 133 as amended. This standard required
companies to record all derivative instruments as assets or liabilities on the
balance sheet, measured at fair value. The recognition of gains or losses
resulting from changes in the values of those derivative instruments is based on
the use of each derivative instrument and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that the hedging
relationship must be highly effective in achieving offsetting changes in fair
value or cash flows. Under the guidelines of SFAS No. 133, the Company
originally classified the Swap as a cash flow hedge. However, on July 16, 2002,
the Company's prior credit facility was amended so that borrowings under the
credit facility bore a non-LIBOR based fixed interest rate. Thus, under SFAS No.
133 as amended, the Swap underlying this debt became ineffective and could no
longer be designated as a cash flow hedge of variable rate debt. This
ineffective Swap is cash settled quarterly dependent upon the movement of
3-month LIBOR rates. In measuring the fair value of the Swap at April 30, 2003,
the Company recorded a short-term liability of $4,263. During Fiscal 2003, the
Company paid $3,347 representing cash settlement payments on the Swap. Prior to
the Swap becoming ineffective, the Company recorded $817 as interest expense
during the three months ended July 31, 2002. The Company expensed an additional
$5,990 as loss on ineffective interest rate hedge for Fiscal 2003, for the
change in the prevailing LIBOR rate compared to the fixed rate under the Swap
agreement.
F-21
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 11--INCOME TAXES
Domestic and foreign income (loss) before provision for income taxes
and extraordinary items from continuing operations consist of the following:
For the Fiscal Year Ended April 30,
-------------------------------------
2003 2002 2001
----------- ----------- -----------
Domestic................................................................. $ 11,753 $ 345 $ (7,739)
Foreign.................................................................. (42,117) 14,939 13,475
----------- ----------- -----------
Total............................................................. $ (30,364) $ 15,284 $ 5,736
=========== =========== ===========
The (benefit) provision for income from continuing operations of:
For the Fiscal Year Ended April 30,
------------------------------------
2003 2002 2001
----------- ----------- -----------
Current income tax (benefit) provision:
Federal............................................................... $ (61) $ 56 $ (1,668)
State................................................................. 32 149 253
Foreign............................................................... 4,838 5,336 5,537
----------- ----------- -----------
4,809 5,941 4,122
Deferred income tax (benefit) provision.................................. (5,754) 488 (1,718)
----------- ----------- -----------
Total (benefit) provision for income taxes........................ $ (945) $ 6,429 $ 2,404
=========== =========== ===========
Deferred taxes are comprised of the following:
April 30,
-----------------
2003 2002
---- ----
Current deferred tax assets:
Inventory.......................................................................... $ 2,148 $ 2,025
Allowance for doubtful accounts.................................................... 1,786 1,902
Accrued liabilities................................................................ 3,804 1,953
Other.............................................................................. 1,540
----------- ----------
Total current deferred tax assets.............................................. 7,738 7,420
----------- -----------
Long-term deferred tax assets (liabilities):
Property and equipment............................................................. (2,131) (2,942)
Goodwill........................................................................... (3,274) (4,576)
Other.............................................................................. 1,570 698
Long-term assets of discontinued operations........................................ 5,998
----------- -----------
Net long-term deferred tax assets (liabilities)................................ 2,163 (6,820)
----------- -----------
Net deferred tax asset......................................................... $ 9,901 $ 600
=========== ===========
F-22
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
The Company's effective income tax rate from continuing operations varied
from the U.S. federal statutory tax rate as follows:
For the Fiscal Year Ended April 30,
-----------------------------------
2003 2002 2001
--------- -------- --------
U.S. federal statutory rate.............................................. (35.0) 35.0% 35.0%
State income taxes, net of federal income tax benefit.................... 1.1 7.5 (6.4)
Foreign earnings not subject to U.S. taxes............................... (30.0) (77.8)
Foreign earnings subject to U.S. taxes................................... 5.2
Nondeductible goodwill amortization...................................... 5.0
Impairment of goodwill................................................... 7.7
Foreign taxes on foreign income.......................................... 13.3 29.3 87.5
Other.................................................................... 4.6 0.3 (1.4)
-------- -------- --------
Effective income tax rate................................................ (3.1) 42.1% 41.9%
======== ======== ========
NOTE 12--LEASE COMMITMENTS
The Company leases various types of warehouse and office facilities and
equipment, furniture and fixtures under noncancelable lease agreements which
expire at various dates. Future minimum lease payments under noncancelable
capital and operating leases are as follows:
Capital Operating
Leases Leases
----------- ----------
Fiscal year:
2004............................................................................... $ 567 $ 16,034
2005............................................................................... 507 13,550
2006............................................................................... 11,613
2007............................................................................... 9,725
2008............................................................................... 7,988
Thereafter............................................................................ 36,017
----------- -----------
Total minimum lease payments.......................................................... 1,074 $ 94,927
===========
Less: Amounts representing interest................................................... (21)
-----------
Present value of net minimum lease payments........................................... $ 1,053
===========
Rent expense for all operating leases for Fiscal 2003, Fiscal 2002 and
Fiscal 2001 was $15,622, $13,155 and $10,835, respectively.
NOTE 13--COMMITMENTS AND CONTINGENCIES
Distribution
Under the terms of a stock distribution agreement entered into between
Workflow and U.S. Office Products in June 1998 when the Company was spun-off
from U.S. Office Products, it was obligated, subject to a maximum obligation of
$1,750, to indemnify U.S. Office Products for certain liabilities incurred by
U.S. Office Products prior to the spin-off, including liabilities under federal
securities laws. This indemnification obligation is reduced by any insurance
proceeds actually recovered in respect of the indemnification obligation and is
shared on a pro rata basis with the other three divisions of U.S. Office
Products which were spun-off from U.S. Office Products at the same time.
Postemployment Benefits
The Company has entered into employment agreements with several employees
that would result in payments to these employees upon a change of control or
certain other events. No amounts have been accrued at April 30, 2003 related to
these agreements, as no change of control has occurred.
F-23
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Other
The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.
NOTE 14--EMPLOYEE BENEFIT PLANS
401(k) Retirement Plan
Effective upon the Distribution, the Company adopted its 401(k) Retirement
Plan (the "401(k) Plan") which allows employee contributions in accordance with
Section 401(k) of the Internal Revenue Code. The Company may match a portion of
employee contributions and all full-time employees are eligible to participate
in the 401(k) Plan after six months of service. For Fiscal 2003, Fiscal 2002 and
Fiscal 2001, expenses associated with the 401(k) Plan were $865, $798 and $594,
respectively.
Defined Benefit and Defined Contribution Pension Plan of Canadian Subsidiary
The Company's Canadian subsidiary maintains a defined benefit and defined
contribution pension plan for 843 employees and contributes to the Graphics and
Communications International Union pension plan for 111 employees. There are no
other post-retirement benefits for the Company's Canadian employees.
Information about the company's defined benefit plans as at April 30,
2003, 2002 and 2001 in aggregate, is as follows:
Pension Benefit Plans
---------------------
April 30,
------------------------------------
2003 2002 2001
----------- ----------- -----------
Accrued benefit obligation............................................. $ 17,971 $ 14,997 $ 14,131
Fair value of plan assets.............................................. 13,787 12,878 12,642
----------- ----------- -----------
Funded status - plan surplus (deficit)................................. (4,184) (2,119) (1,489)
----------- ----------- -----------
Deferred pension cost.................................................. $ 2,288 $ 2,089 $ 1,752
=========== =========== ===========
The significant actuarial assumptions adopted in measuring the
company's accrued benefit obligations are as follows:
April 30,
-------------------------------------
2003 2002 2001
% % %
----------- ----------- -----------
Discount rate............................................................ 7.00 6.75 7.00
Expected rate of return on plan assets................................... 9.00 9.00 9.00
Rate of compensation increase............................................ 4.00 4.00 4.00
The company's pension expense is as follows:
April 30,
2003 2002 2001
----------- ----------- -----------
Pension expense - defined benefit plans................................ 583 $ 480 $ 326
Pension expense - defined contribution plans........................... 296 236 159
----------- ----------- -----------
Total.................................................................. $ 879 $ 716 $ 485
=========== =========== ===========
F-24
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Other disclosures:
April 30,
------------------------------------
2003 2002 2001
----------- ----------- -----------
Contribution by employees.............................................. $ 644 $ 570 $ 530
Benefits paid.......................................................... 608 455 605
Surplus used by employer to fund defined contribution plan............. 865 1,133 159
NOTE 15--STOCKHOLDERS' EQUITY
Income (loss) Per Share
Basic income per share excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted income reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. The following information
presents the Company's computations of basic and diluted income per share for
the periods presented in the consolidated statement of operations:
For the Fiscal Year Ended April 30,
2003 2002 2001
----------- ----------- -----------
Basic (loss) income before extraordinary items per share:
(Loss) income from continuing operations before extraordinary items... $ (29,419) $ 8,855 $ 3,332
(Loss) income from discontinued operations............................ (10,510) 342 361
----------- ----------- -----------
(Loss) income before extraordinary items.............................. $ (39,929) $ 9,197 $ 3,693
=========== =========== ===========
Weighted average number of
common shares outstanding......................................... 13,222 13,053 12,934
=========== =========== ===========
(Loss) income from continuing operations before extraordinary items... $ (2.23) $ 0.68 $ 0.26
(Loss) income from discontinued operations............................ (0.79) 0.02 0.03
---------- ----------- -----------
(Loss) income before extraordinary item............................... $ (3.02) $ 0.70 $ 0.29
========== =========== ===========
Diluted (loss) income before extraordinary items per share:
(Loss) income from continuing operations before extraordinary items... $ (29,419) $ 8,855 $ 3,332
(Loss) income from discontinued operations............................ (10,510) 342 361
----------- ----------- -----------
(Loss) income before extraordinary item.............................. $ (39,929) $ 9,197 $ 3,693
=========== =========== ===========
Weighted average number of:
Common shares outstanding......................................... 13,222 13,053 12,934
Potentially dilutive shares*...................................... 48 197
----------- ----------- -----------
Total......................................................... 13,222 13,101 13,131
=========== =========== ===========
(Loss) income from continuing operations before extraordinary items... $ (2.23) $ 0.68 $ 0.25
(Loss) income from discontinued operations............................ (0.79) 0.02 0.03
---------- ----------- -----------
(Loss) income before extraordinary item per share..................... $ (3.02) $ 0.70 $ 0.28
========== =========== ===========
* The Company had additional employee stock options outstanding during the
periods presented that were not included in the computation of diluted income
per share because they were anti-dilutive. Options to purchase 4,024, 4,613 and
4,556 shares of common stock were anti-dilutive and outstanding during Fiscal
2003, Fiscal 2002 and Fiscal 2001, respectively.
The Company also granted warrants to its senior lenders under the
Restructured Credit Facility. During Fiscal 2003, these warrants were not
included in the computation of diluted loss per share because the strike price
was not yet determinable at April 30, 2003. See further discussion under "Note
10-Debt."
F-25
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Notes Receivable for Stock Loans
During Fiscal 2001 and Fiscal 1999, the Company extended loans to
certain members of management and the Board of Directors (the "Director and
Officer Notes") for the purchase, in the open market, of the Company's common
stock by those individuals. The Director and Officer Notes were full recourse
promissory notes bearing interest at 6.75% and 8.0% per annum, respectively,
with principal and interest payable at maturity on January 2, 2003 and February
3, 2003. During the year ended April 30, 2003, the Company collected $4,502 in
principal and $769 in interest as payments on the Director and Officer Notes and
charged $681 for uncollectible notes. At April 30, 2003, $53 (net of a $270
reserve established for uncollectible notes) was outstanding on the Director and
Officer notes. The Company is actively pursuing all legal remedies available to
facilitate collection of outstanding amounts.
Employee Stock Plans
Prior to the Distribution, certain employees of the Company participated
in the U.S. Office Products 1994 Long-Term Incentive Plan ("USOP Plan") covering
employees of U.S. Office Products. Upon the Distribution, the Company replaced
the options to purchase shares of U.S. Office Products common stock held by its
employees with options to purchase shares of common stock of the Company. In
order to keep the Company employees that were option holders in the USOP Plan in
the same economic position immediately before and after the Distribution, the
number of U.S. Office Products' options held by Company personnel was multiplied
by 1.556 and the exercise price of those options was divided by 1.556 for
purposes of the replacement options. The vesting provisions and option period of
the original grants were not changed.
U.S. Office Products, as the sole stockholder of the Company prior to the
Distribution, approved the provisions of the Company's 1998 Stock Incentive Plan
(the "Plan") that permit issuance of up to 30.0% of the outstanding shares of
the Company's common stock immediately following the Distribution, which equals
4,393 shares, including the issuance of 600 shares of "incentive stock options"
as that term is defined in the Internal Revenue Code, the options granted to
Jonathan J. Ledecky, Thomas B. D'Agostino, Sr., executive officers and
non-employee directors described below. All employees of the Company and its
subsidiaries, as well as non-employee directors and consultants of the Company,
are eligible for awards under the Plan. Non-qualified stock options and
incentive stock options granted to employees generally are exercisable beginning
one year from the date of grant in cumulative yearly amounts for periods ranging
from one to four years and generally expire ten years from the date of the
grant. The Company's Board of Directors adopted the Plan prior to the
Distribution. As of April 30, 2003, 262 shares have been issued under the Plan.
F-26
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
The Company accounts for options in accordance with APB Opinion No. 25.
Accordingly, because the exercise prices of the options have equaled the market
price on the date of grant, no compensation expense was recognized for the
options granted. Had compensation expense been recognized based upon the fair
value of the stock options on the grant date under the methodology prescribed by
SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net
income and net income per share would have been impacted as indicated in the
following table:
The pro forma results shown below reflect the impact of all options
granted, cancelled and exercised since inception of the Plan on the results for
Fiscal 2003, Fiscal 2002 and Fiscal 2001.
For the Fiscal Year Ended April 30,
-----------------------------------------------------------
2003 2002 2001
---------------- --------------- ---------------
Net (loss) income:
As reported................................................. $ (39,929) $ 9,197 $ 3,629
Pro forma................................................... $ (38,777) $ 8,248 $ 2,551
Net (loss) income per share:
As reported:
Basic.................................................... $ (3.02) $ 0.70 $ 0.28
Diluted....................................................... $ (3.02) $ 0.70 $ 0.28
Pro forma:
Basic.................................................... $ (2.93) $ 0.63 $ 0.20
Diluted....................................................... $ (2.93) $ 0.63 $ 0.19
The fair value of options granted (which is amortized to expense over the
option vesting period in determining the pro forma impact) is estimated on the
date of grant using the Black-Scholes option pricing model with the following
weighted average assumptions for Fiscal 2003 and Fiscal 2001, respectively.
There were no options granted during Fiscal 2002.
For the Fiscal Year Ended April 30,
-----------------------------------
2003 2001
----------- --------------
Expected life of option 7.0 years 7.0 years
Risk free interest rate 1.38% 5.74%
Expected volatility of the Company Common Stock 77.10% 75.10%
The weighted-average fair value of options granted was $2.09 and $5.96 for
Fiscal 2003 and Fiscal 2001, respectively.
F-27
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
The summary of option transactions follows:
Options Outstanding Options Exercisable
---------------------- --------------------------
Weighted- Weighted-
Average Average
Exercise Exercise
Options Price Options Price
--------- ------------ -------- -----------
Balance at April 30, 2000..................................... 5,110 $ 11.37 3,519 $ 9.74
Granted.................................................... 566 8.04
Exercised.................................................. (6) 7.91
Canceled................................................... (813) 18.81
--------------
Balance at April 30, 2001..................................... 4,857 9.74 3,961 9.39
Canceled................................................... (237) 11.41
--------------
Balance at April 30, 2002..................................... 4,620 9.66 4,305 9.61
Granted.................................................... 90 2.95
Canceled................................................... (596) 9.49
---------------
4,114 $ 9.54 3,910 $ 9.73
============== ============= ============= ==============
The following table summarizes information about stock options outstanding
at April 30, 2003:
Options Outstanding Options Exercisable
------------------- -----------------
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Range of Contractual Exercise Exercise
Prices Options Life Price Options Price
------- -------- ------- --------- ------- -------
$2.95 ............................. 90 9.89 years $ 2.95 $
$ 5.43 - $ 7.38 ............................. 599 5.84 years 6.39 514 6.50
$ 9.00 ............................. 2,534 5.11 years 9.00 2,534 9.00
$ 9.13 - $11.75 ............................. 358 4.55 years 10.22 337 10.15
$ 12.00 - $16.28 ............................. 400 4.64 years 13.19 400 13.19
$ 21.88 - $ 29.13 ............................. 133 6.62 years 25.42 125 25.65
------- -----
ss 4,114 5.28 years $ 9.54 3,910 $ 9.73
======== ========== ========== ===== ==========
Under a service agreement entered into with Jonathan J. Ledecky, the Board
of Directors of U.S. Office Products (the "USOP Board") agreed that Mr. Ledecky
would receive from the Company a stock option for the Company's Common Stock as
of the date of the Distribution. The USOP Board intended the option to be
compensation for Mr. Ledecky's services as an employee of the Company. The
option was to cover 7.5% of the outstanding Company Common Stock determined as
of the date of the Distribution, with no anti-dilution provisions in the event
of issuance of additional shares of common stock (other than with respect to
stock splits or reverse stock splits). The total number of options issued to Mr.
Ledecky in connection with this grant was 1,097 options with an exercise price
equal to the closing sale price of the Company Common Stock on Nasdaq on the
first day of post-Distribution trading, June 10, 1998 (the date of grant), which
was $9.00 per share. These options vested immediately and became exercisable on
June 9, 1999.
F-28
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
As of June 10, 1998, the Company granted an option for 1,097 shares
representing 7.5% of the outstanding Company Common Stock determined as of the
Distribution Date to Thomas B. D'Agostino, Sr., approximately 6% to certain
executive officers and 15 shares to each non-employee director. The options were
granted under the Plan and have a per share exercise price equal to the closing
sale price of the Company Common Stock on Nasdaq on the first day of
post-Distribution trading, June 10, 1998 (the date of grant), which was $9.00
per share. The options granted to Mr. D'Agostino vested immediately and became
exercisable on June 9, 1999.
NOTE 16--SEGMENT REPORTING
The long-term strategic business plan adopted during fiscal the year ended
April 30, 2003 views the Company as a single reporting entity in the printing
business. Consistent with this view, the Chief Executive Officer and Chief
Financial Officer began assessing performance and allocating resources based on
the Company's consolidated results and financial position. Accordingly, the
Company ceased reporting segment information for its operations formerly known
as the Printing and Solutions divisions for Fiscal 2003.
The Company transacts business in the United States, Canada and Puerto
Rico. The Company does not allocate corporate overhead by segment in assessing
performance. Corporate expenses and overhead included within the operating
income of the United States operations totaled $13,330, $6,477, and $13,695 for
Fiscal 2003, 2002 and 2001, respectively.
Geographic Segments
The following table sets forth information as to the Company's operations
in its different geographic segments:
For the Fiscal Year Ended April 30,
-------------------------------------------
2003 2002 2001
------------- ------------- -------------
Revenues:
United States.................................................. $ 476,072 $ 476,376 $ 428,051
Canada......................................................... 136,649 132,184 145,023
Puerto Rico.................................................... 9,996 10,396 9,429
------------- ------------- -------------
Total........................................................ $ 622,717 $ 618,956 $ 582,503
============= ============= =============
Operating income:
United States.................................................. $ (11,307) $ 13,380 $ 4,430
Canada......................................................... 10,747 14,121 13,629
Puerto Rico.................................................... 987 1,052 837
------------- ------------- -------------
Total........................................................ $ 427 $ 28,553 $ 18,896
============= ============= =============
Identifiable assets (at year-end):
United States.................................................. $ 261,152 $ 302,977 $ 292,200
Canada......................................................... 65,500 52,156 56,716
Puerto Rico.................................................... 3,225 3,066 3,085
------------- ------------- -------------
Total........................................................ $ 329,877 $ 358,199 $ 352,001
============= ============= =============
NOTE 17--RELATED PARTY TRANSACTIONS
Lease for Workflow Subsidiary Administrative Offices
On December 21, 1998, a subsidiary of the Company entered into a lease
with an entity owned and controlled by, Thomas D'Agostino, Jr., a former
executive officer of the Company for office space in Norfolk, Virginia. The
terms and conditions of the ten-year lease are based on the market value of the
office space. During Fiscal 2003, Fiscal 2002 and Fiscal 2001, the Company paid
$456, $288 and $292, respectively, in lease payments for this facility. In
addition, the Company has incurred $1,061 for leasehold improvements since the
inception of the lease.
F-29
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
Notes Receivable for Stock Loans
The Company extended unsecured, full recourse loans to certain members of
management and the Board of Directors for the purchase, in the open market, of
Company Common Stock by those individuals. See discussion of the transaction
under "Note 15 - Stockholders' Equity".
Transactions with Kaufman & Canoles
The Company has retained the law firm of Kaufman & Canoles in connection
with certain legal representations. Gus J. James II, a former Director of the
Company, is the President, a director and a shareholder of Kaufman & Canoles.
During Fiscal 2003, Fiscal 2002 and Fiscal 2001, the Company paid $1,582, $1,218
and $1,059 in fees to Kaufman & Canoles for legal services, respectively. Mr.
James resigned from the Board of Directors effective February 28, 2003.
Investment in Cortez III Service Corporation
On April 21, 2000, the Company purchased 20% of the outstanding common
stock of Cortez III Service Corporation ("Cortez"), a New Mexico corporation, in
exchange for $1,550. Cortez provides logistics and technical services to various
governmental agencies. F. Craig Wilson, a Director of the Company, is President,
Chief Executive Officer and a member of the Board of Directors of Cortez. The
investment was accounted for under the equity method of accounting. On January
2, 2001, the Company sold its 20% ownership in Cortez to F. Craig Wilson in
exchange for a note receivable in the amount of $1,789. The note bore simple
interest at 18% per annum with a maturity date of December 31, 2005. The note
was a full recourse note and was secured by the shares of stock sold to F. Craig
Wilson. Interest payments of 9% of the principal amount were payable quarterly
with the remaining principal and interest due at maturity. The Company recorded
a gain on the sale of the investment of $200 as other income during Fiscal 2001.
On December 20, 2001, Workflow sold this promissory note to a third party in
exchange for $1,000 in cash and a 9% interest bearing promissory note in the
principal amount of $600 which was subsequently paid in full. During Fiscal
2002, the Company recorded a loss of $189 as a result of the sale of the
promissory note.
Lease for Company Corporate Headquarters
On January 8, 1999, the Company entered into a lease, with a purchase
option, for corporate office space in a building partially owned by an entity
beneficially owned by Thomas D'Agostino, Jr., a former executive officer of the
Company and his brother. Thomas D'Agostino, Sr., former Chairman, President and
Chief Executive Officer, provided short-term bridge financing for the purchase
of the property. The terms and conditions of the ten-year lease were based on
the market value of the office space. In connection with such lease, the Company
entered into an agreement with the landlord's lender, Bank of America, N.A., and
the landlord, pursuant to which the Company agreed to purchase the building in
the event the landlord defaulted on its financing arrangement with the lender.
During Fiscal 2002 and Fiscal 2001, the Company paid $123 and $370,
respectively, in lease payments for this facility. In addition, the Company
incurred $1,889 for leasehold improvements. Under the restructuring plan
implemented in Fiscal 2001, the Company relocated its corporate headquarters to
a smaller facility in Palm Beach during September 2001. The landlord agreed to
reimburse the Company for tenant improvements made to the premises in the
aggregate amount of $1,200, $500 of which was remitted upon termination of the
lease and the remainder of which is being disbursed in increments of $70
annually through September 2011. In connection with the lease termination, the
Company agreed to remit a broker fee of $300 to the broker responsible for
locating the replacement tenant.
Subordinated Related Party Debt
During Fiscal 1999, the Company issued subordinated unsecured notes including
attached warrants to certain former members of the Company's management. During
Fiscal 2001 and Fiscal 2000, the Company issued 37 and 5 warrants, respectively,
which were exercisable into shares of Company Common Stock at a nominal cost.
The subordinated notes were repaid and terminated during Fiscal 2001. The
write-off of $111 ($64 net of taxes) of debt issue costs in connection with debt
extinguishment was treated as an extraordinary item. During Fiscal 2003, warrant
holders exercised 11 warrants for Company Common Stock. At April 30, 2003, the
Company had 31 warrants outstanding and exercisable.
Related Party Loan
On January 12, 2001, the Company contributed $250 to AEI Environmental
(d/b/a Livestock Direct). On March 15, 2001, AEI Environmental acquired
Pigsale.com, Inc., an entity in which certain former executive officers and a
Director of the Company held a majority voting and economic interest, in a stock
transaction in which the equity proceeds were distributed to the former officers
and Director. The Company transferred any interest it had in AEI Environmental
to a former executive officer of the Company who had resigned in mid-January
2001. In exchange, the former officer executed promissory notes dated January
F-30
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
12, 2001, payable to the Company in the aggregate principal amount of $250.
These loans were minimally secured by the AEI Environmental equity. The notes
accrued interest at a rate of 8% per annum and were payable in full on January
12, 2003. The notes have not been paid as of April 30, 2003 and the Company
recorded a related reserve of $291, representing principal and accrued interest
at April 30, 2003.
Sale of Properties and Purchase of Equity
In May and June 2000, the Company sold three properties to an entity
beneficially owned by certain former executives of the Company for $2,500. This
entity then entered into agreements to sell two of the properties to unrelated
third parties. In September 2000, the Company purchased all of the outstanding
equity of this entity from the former Company executives for $2,500, and
subsequently sold to unrelated third parties the two properties that were
subject to sale agreements.
NOTE 18--SUBSEQUENT EVENTS
Resignation of Chairman of the Board
On July 19, 2003, Thomas B. D'Agostino, Sr., the Chairman of the Board of
Directors, resigned from the Board and as Chairman, and released the Company
from any obligation to pay severance or other amounts under his employment
agreement with the Company. At April 30, 2003, the Company had approximately
$2,600 accrued for obligations under Mr. D'Agostino's agreement. Based on the
results of an investigation conducted by the Audit Committee of the Board with
the assistance of forensic auditors and special counsel, the Company's Audit
Committee determined that Mr. D'Agostino failed to comply with Company policies
and procedures, including those relating to expenses and personal business
activities, that Mr. D'Agostino failed to furnish complete information to the
Board regarding certain transactions, and that Mr. D'Agostino should reimburse
the Company for certain expenses paid by the Company. On July 21, 2003, while
not admitting to any wrongdoing, Mr. D'Agostino paid $400 to the Company in
settlement of these matters. The results of the Audit Committee investigation
did not reveal any matters that would have a material impact on the financial
statements of the Company for any prior historical period. Following Mr.
D'Agostino's resignation, the Board elected Gerald F. Mahoney as the Chairman of
the Board.
Sale of Discontinued Operations
Effective July 31, 2003, the Company completed the divestiture of certain
non-core print manufacturing operations. The assets and liabilities of the
divested businesses, which have been excluded from the Company's historical
operating results and classified as discontinued operations at April 30, 2003,
were sold to a financial buyer for $5,000 in gross proceeds. After payment of
expenses, the transaction generated net cash proceeds of approximately $4,900.
The Company used these net proceeds to make certain earn-out payments that were
due in May 2003 under purchase agreements for prior acquisitions and to reduce
outstanding indebtedness with its senior lenders. With the divestiture, Workflow
exited the print manufacturing of various types of specialty packaging, folding
boxes and vinyl, flexographic and silkscreen labels and signs. See further
discussion of discontinued operations under "Note 9 - Discontinued Operations".
Credit Facility Amendment
On August 1, 2003, the Company entered into the Amended Restructured
Credit Facility with its senior lenders. Under the terms of the Amended
Restructured Credit Facility, Term Loan B, originally due on December 31, 2003,
will mature on May 1, 2004. The Revolver and Term Loan A, both of which were
originally due on June 30, 2005, will mature on August 1, 2004.
In addition to modifying the maturity dates of the Company's senior debt,
the Amended Restructured Credit Facility also: (i) waives the debt covenant
violations at April 30, 2003, (ii) allows the Company to make certain earn-out
payments that were previously required to be deferred under the Restructured
Credit Facility, (iii) provides the Company with improved advance rates under
the Revolver on eligible accounts receivable and inventory and (iv) contains a
number of other affirmative covenants. These covenants include, but are not
limited to, the requirement that the Company meet certain amended leverage
ratio, interest coverage ratio, fixed charge ratio and minimum EBITDA thresholds
on an ongoing basis.
The Amended Restructured Credit Facility also changed the conditions under
which the Company's senior lenders may exercise warrants to purchase the
Company's common stock, modified the exercise schedule of the warrants
originally granted with the Restructured Credit Facility and increased the
number of shares of common stock potentially issuable upon exercise of the
F-31
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
warrants. Under the Amended Restructured Credit Facility, the Company's senior
lenders now hold warrants for 2,400 shares which would represent approximately
15.2% of the Company's outstanding common stock if the warrants were exercised.
The first warrant tranche, for 400 shares, becomes exercisable on December 31,
2003 unless, by November 30, 2003, the Company has delivered to its senior
lenders a plan that is acceptable to its lenders to repay, in total, all of the
outstanding obligations under the Amended Restructured Credit Facility.
Additional warrant tranches of 400 shares each become exercisable each month for
a period of five months beginning no later than March 31, 2004 but only in the
event there remains outstanding indebtedness under the Amended Restructured
Credit Facility on the date the tranche becomes exercisable. Each warrant
tranche would have an exercise price equal to the fair market value of the
Company's common stock on the date the tranche becomes exercisable. See further
discussion of the Company's long-term debt under "Note 10 - Debt".
F-32
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars In Thousands, Except Per Share Data)
NOTE 19 - QUARTERLY FINANCIAL DATA (UNAUDITED)
The following presents certain unaudited quarterly financial data for
Fiscal 2003 and Fiscal 2002. The information has been derived from unaudited
consolidated financial statements that in the opinion of management reflect
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation of such quarterly information. Net income per share is computed
independently for each of the quarters presented and therefore may not sum to
the total for the fiscal year.
Fiscal 2003 Quarters
--------------------------------------------------------------
First Second Third Fourth Total
----------- ----------- ----------- ----------- -----------
Revenues.................................... $ 150,122 $ 159,201 $ 160,860 $ 152,534 $ 622,717
Gross profit................................ 42,026 44,802 41,943 43,370 172,141
Operating income (loss)..................... 6,424 8,934 (777) (14,154) 427
(Loss) income from continuing operations.... (2,614) 654 (6,122) (21,337) (29,419)
Income (loss) from discontinued operations.. 215 (137) (11,227) 639 (10,510)
Net (loss) income........................... (2,399) 517 (17,349) (20,698) (39,929)
Net (loss) income per share:
Basic:
(Loss) income from continuing operations $ (0.20) $ 0.05 $ (0.46) $ (1.60) $ (2.23)
Income (loss) from discontinued operations 0.02 (0.01) (0.85) 0.04 (0.79)
----------- ---------- ---------- ---------- ----------
Net (loss) income...................... $ (0.18) $ 0.04 $ (1.31) $ (1.56) $ (3.02)
========== =========== ========== ========== ===========
Diluted:
(Loss) income from continuing operations $ (0.20) $ 0.05 $ (0.46) $ (1.60) $ (2.23)
Income (loss) from discontinued operations 0.02 (0.01) (0.85) 0.04 (0.79)
---------- ----------- ----------- --------- -----------
Net (loss) income...................... $ (0.18) $ 0.04 $ (1.31) $ (1.56) $ (3.02)
========== =========== ========== ========== ===========
Weighted average shares outstanding:
Basic................................... 13,155 13,194 13,240 13,300 13,222
Diluted................................. 13,155 13,224 13,240 13,300 13,222
Fiscal 2002 Quarters
----------------------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues.................................... $ 149,598 $ 154,446 $ 156,179 $ 158,733 $ 618,956
Gross profit................................ 42,626 42,768 43,949 43,384 172,727
Operating income............................ 6,995 5,550 7,884 8,124 28,553
Income from continuing operations........... 2,058 1,291 2,719 2,787 8,855
Income (loss) from discontinued operations.. 240 132 32 (62) 342
Net income.................................. 2,298 1,423 2,750 2,726 9,197
Net income per share:
Basic:
Income from continuing operations...... $ 0.16 $ 0.10 $ 0.21 $ 0.21 $ 0.68
Income (loss) from discontinued operations 0.02 0.01 0.00 (0.00) 0.02
----------- ----------- ----------- ----------- -----------
Net income............................. $ 0.18 $ 0.11 $ 0.21 $ 0.21 $ 0.70
=========== =========== =========== =========== ===========
Diluted:
Income from continuing operations...... $ 0.16 $ 0.10 $ 0.21 $ 0.21 $ 0.68
Income (loss) from discontinued operations 0.02 0.01 0.00 (0.00) 0.02
----------- ----------- ----------- ----------- -----------
Net income............................. $ 0.18 $ 0.11 $ 0.21 $ 0.21 $ 0.70
=========== =========== =========== =========== ===========
Weighted average shares outstanding:
Basic................................... 13,002 13,030 13,069 13,111 13,053
Diluted................................. 13,069 13,072 13,111 13,153 13,101
F-33
WORKFLOW MANAGEMENT, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE FISCAL YEARS ENDED APRIL 30, 2003
(In Thousands)
Balance at Charged to Charged to Balance
Beginning Costs and Other at End of
Description Date of Period Expenses Accounts Deductions Date Period
----------- ---- --------- -------- -------- ---------- ---- ------
Allowance for doubtful
Accounts.............. April 30, 2000 4,191 945 12(b) (1,121)(a) April 30, 2001 4,027
April 30, 2001 4,027 848 42 (a) April 30, 2002 4,917
April 30, 2002 4,917 2,010 133(e)(f) (3,605)(a) April 30, 2003 3,455
Accumulated amortization
of intangibles........ April 30, 2000 3,872 2,754 (44)(c) April 30, 2001 6,582
April 30, 2001 6,582 100 (19)(c) April 30, 2002 6,663
April 30, 2002 6,663 99 (446)(f) (12)(c) April 30, 2003 6,304
(a) Represents write-offs of uncollectible accounts receivable
(b) Allowance for doubtful accounts acquired in purchase acquisitions
(c) Represents write-offs of intangible assets
(d) Represents accumulated amortization acquired in purchase acquisitions
(e) Represents recoveries of previous write-offs
(f) Represents the write-off of balances for discontinued operations
F-34
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.
32
PART III
The information required by Part III, Items 10, 11, 12 and 15 will be
contained in an amendment to this Form 10-K filed within 120 days after the end
of Fiscal 2003 in accordance with General Instruction G(3) of Form 10-K.
Item 10. Directors and Executive Officers of the Registrant
As noted above, Item 10 information will be contained in an amendment to
this Form 10-K to be filed within 120 days after the end of Fiscal 2003.
Item 11. Executive Compensation
As noted above, Item 11 information will be contained in an amendment to
this Form 10-K to be filed within 120 days after the end of Fiscal 2003.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As noted above, Item 12 information will be contained in an amendment to
this Form 10-K to be filed within 120 days after the end of Fiscal 2003.
Item 13. Certain Relationships and Related Transactions
Lease for Workflow Subsidiary Administrative Offices
On December 21, 1998, a subsidiary of the Company entered into a lease
with an entity owned and controlled by Thomas B. D'Agostino, Jr., a former
officer of the Company, for office space in Norfolk, Virginia. The terms and
conditions of the ten-year lease are based on the market value of the office
space. During Fiscal 2003, Fiscal 2002 and Fiscal 2001, the Company paid $0.5
million, $0.3 million and $0.3 million, respectively, in lease payments for this
facility. In addition, the Company has incurred $1,061 for leasehold
improvements since the inception of the lease.
Notes Receivable for Stock Loans
During Fiscal 2001 and Fiscal 1999, the Company extended loans to certain
members of management and the Board of Directors (the "Director and Officer
Notes") for the purchase, in the open market, of the Company's common stock by
those individuals. The Director and Officer Notes were full recourse promissory
notes bearing interest at 6.75% and 8.0% per annum, respectively, with principal
and interest payable at maturity on January 2, 2003 and February 3, 2003. During
fiscal 2003, the Company collected $4.5 million in principal and $0.8 million in
interest as payments on the Director and Officer Notes and charged $0.7 million
for uncollectible notes. At April 30, 2003, $53,000 (net of a $0.3 million
reserve established for uncollectible notes) was outstanding on the Director and
Officer notes. The Company is actively pursuing all legal remedies available to
facilitate collection of outstanding amounts.
Resignation of Chairman of the Board
On July 19, 2003, Thomas B. D'Agostino, Sr., the Chairman of the Board of
Directors, resigned from the Board and as Chairman, and released the Company
from any obligation to pay severance or other amounts under his employment
agreement with the Company. At April 30, 2003, the Company had approximately
$2.6 million accrued for obligations under Mr. D'Agostino's agreement. Based on
the results of an investigation conducted by the Audit Committee of the Board
with the assistance of forensic auditors and special counsel, the Company's
Audit Committee determined that Mr. D'Agostino failed to comply with Company
policies and procedures, including those relating to expenses and personal
business activities, that Mr. D'Agostino failed to furnish complete information
to the Board regarding certain transactions, and that Mr. D'Agostino should
reimburse the Company for certain expenses paid by the Company. On July 21,
2003, while not admitting to any wrongdoing, Mr. D'Agostino paid $400,000 to the
Company in settlement of these matters. The results of the Audit Committee
investigation did not reveal any matters that would have a material impact on
the financial statements of the Company for any prior historical period.
Following Mr. D'Agostino's resignation, the Board elected Gerald F. Mahoney as
the Chairman of the Board.
33
Item 14. Controls and Procedures
(a) Within the 90-day period prior to the date of this report, the
Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition, during this period, with the assistance of forensic
auditors and counsel, the Audit Committee of the Board of
Directors of the Company conducted an investigation of certain
transactions and related disclosures. As a result of the
investigation, the Audit Committee has directed the implementation
of additional procedures relating to the approval and disclosure
of transactions with directors, officers and their family members
and affiliated entities.
Based upon the evaluation and the results of the Audit Committee's
internal investigation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls
and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's Exchange
Act filings.
(b) There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect its
internal controls subsequent to the date the Company carried out
its evaluation.
Item 15. Principal Accountant Fees and Services
As noted above, Item 15 information will be contained in an amendment to
this Form 10-K to be filed within 120 days after the end of Fiscal 2003.
34
PART IV
Item 16. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
a. Financial Statements and Schedules:
1. Financial Statements (See Item 8. hereof.)
2. Financial Statement Schedule (See Item 8. hereof.)
b. Reports on Form 8-K during the quarter ended April 30, 2003: None
c. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Form 10-K and such Exhibit
Index is incorporated herein by reference.
35
Signatures
In accordance with Section 13 of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned, in
the City of Palm Beach, State of Florida, on August 13, 2003.
WORKFLOW MANAGEMENT, INC.
By: /s/ Gary W. Ampulski
----------------------------------------
President and Chief Executive Officer
In accordance with the Exchange Act, this Report has been signed by the
following persons in the capacities and on the dates stated. Each person, in so
signing, also makes, constitutes and appoints Gary W. Ampulski and Michael L.
Schmickle and each of them individually, his true and lawful attorney-in fact in
his place and stead, with full power of substitution, to execute and cause to be
filed with the Securities and Exchange Commission, any and all amendments to
this Report, including any exhibits or other documents filed in connection
therewith.
Signature Title Date
/s/ Gary W. Ampulski Director, President and Chief Executive August 13, 2003
- --------------------------------------------- Officer (Principal Executive Officer)
Gary W. Ampulski
/s/ Michael L. Schmickle Executive Vice President, Chief Financial August 13, 2003
- --------------------------------------------- Officer, Secretary and Treasurer
Michael L. Schmickle (Principal Financial Officer and
Principal Accounting Officer)
/s/ Thomas A. Brown, Sr. Director August 13, 2003
- ---------------------------------------------
Thomas A. Brown, Sr.
/s/ Gerald F. Mahoney Chairman of the Board and Director August 13, 2003
- ---------------------------------------------
Gerald F. Mahoney
Director August 13, 2003
- ---------------------------------------------
James J. Maiwurm
/s/ Roger J. Pearson Director August 13, 2003
- ---------------------------------------------
Roger J. Pearson
/s/ Peter S. Redding Director August 13, 2003
- ---------------------------------------------
Peter S. Redding
/s/ F. Craig Wilson Director August 13, 2003
- ---------------------------------------------
F. Craig Wilson
36
CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gary W. Ampulski, Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of
Workflow Management, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statement were
made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: August 13, 2003 /s/ Gary W. Ampulski
--------------------
Gary W. Ampulski, Chief Executive Officer
37
I, Michael L. Schmickle, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K of
Workflow Management, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements
were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: August 13, 2003 /s/ Michael L. Schmickle
------------------------
Michael L. Schmickle, Chief Financial Officer
38
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
Company's chief executive officer and chief financial officer each certify as
follows:
(a) This Report on Form 10-K fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
(b) The information contained in this Report on Form 10-K fairly presents,
in all material respects, the financial condition and results of operations of
the Company.
/s/ Gary W. Ampulski
---------------------
Gary W. Ampulski
Chief Executive Officer
August 13, 2003
/s/ Michael L. Schmickle
------------------------
Michael L. Schmickle
Chief Financial Officer
August 13, 2003
39
EXHIBIT INDEX
3.1 Certificate of Incorporation of the Company. (Incorporated by reference to the Registrant's Form S-1, *
Commission File No. 333-46535, as amended, previously filed with the Commission).
3.2 Certificate of Amendment of the Company's Certificate of Incorporation. (Incorporated by reference to the *
Registrant's Form S-1, Commission File No. 333-46535, as amended, previously filed with the Commission).
3.3 Amended and Restated Bylaws of the Company. (Incorporated by reference to the Registrant's Form 10-Q/A, *
Commission File No. 0-24383, previously filed with the Commission on April 9, 1999).
4.1 Form of certificate representing shares of Common Stock (Incorporated by reference to the Registrant's Form *
S-1, Commission File No. 333-46535, as amended, previously filed with the Commission).
10.1 Form of Distribution Agreement among U.S. Office Products Company, Workflow Management, Inc., Aztec *
Technology Partners, Inc., Navigant International, Inc. and School Specialty, Inc. (Incorporated by
reference to the Registrant's Form S-1, Commission File No. 333-46535, as amended, previously filed with
the Commission).
10.2 Form of Tax Allocation Agreement among U.S. Office Products Company, Workflow Management, Inc., Aztec *
Technology Partners, Inc., Navigant International, Inc. and School Specialty, Inc. (Incorporated by
reference to the Registrant's Form S-1, Commission File No. 333-46535, as amended, previously filed with
the Commission).
10.3 Form of Tax Indemnification Agreement among Workflow Management, Inc., Aztec Technology Partners, Inc., *
Navigant International, Inc. and School Specialty, Inc. (Incorporated by reference to the Registrant's Form
S-1, Commission File No. 333-46535, as amended, previously filed with the Commission).
10.4 Form of Employee Benefits Agreement among Workflow Management, Inc., Aztec Technology Partners, Inc., *
Navigant International, Inc. and School Specialty, Inc. (Incorporated by reference to the Registrant's Form
S-1, Commission File No. 333-46535, as amended, previously filed with the Commission).
10.5 Agreement dated as of January 24, 1997 between SFI Corp. and Thomas B. D'Agostino. (Incorporated by *
reference to the Registrant's Form S-1, Commission File No. 333-46535, as amended, previously filed with
the Commission).
10.6 Agreement dated as of January 24, 1997 between Hano Document Printers, Inc. and Timothy L. Tabor. *
(Incorporated by reference to the Registrant's Form S-1, Commission File No. 333-46535, as amended,
previously filed with the Commission).
10.7 Services Agreement dated as of January 13, 1998 between U.S. Office Products Company and Jonathan J. *
Ledecky. (Incorporated by reference to the Registrant's Form S-1, Commission File No. 333-46535, as
amended, previously filed with the Commission).
10.8 Form of Credit Agreement between Workflow Management, Inc., certain other borrowers and Bankers Trust *
Company, as Agent (Incorporated by reference to the Registrant's Form S-1, Commission File No. 333-46535,
as amended, previously filed with the Commission).
10.9 Form of 1998 Stock Incentive Plan. (Incorporated by reference to the Registrant's Form S-1, Commission File *
No. 333-46535, as amended, previously filed with the Commission).
10.10 Form of Executive Employment Agreement. (Incorporated by reference to the Registrant's Form S-1, Commission *
File No. 333-46535, as amended, previously filed with the Commission).
10.11 Form of Employment Agreement between Workflow Management, Inc. and Jonathan J. Ledecky. (Incorporated by *
reference to the Registrant's Form S-1, Commission File No. 333-46535, as amended, previously filed with
the Commission).
40
10.12 Employment Agreement between Workflow Management, Inc. and Steven R. Gibson. (Incorporated by reference to *
the Registrant's Form S-1, Commission File No. 333-46535, as amended, previously filed with the Commission).
10.13 Employment Agreement between Workflow Management, Inc. and Claudia S. Amlie. (Incorporated by reference to *
the Registrant's Form S-1, Commission File No. 333-46535, as amended, previously filed with the Commission).
10.14 Amendment to Services Agreement dated as of June 8, 1998 between U.S. Office Products Company and Jonathan
J. Ledecky. (Incorporated by reference to the Registrant's Form S-1, Commission File No. 333-46535, as
amended, previously filed with the Commission).
10.15 Form of Software Source Code License Agreement between Workflow Management, Inc. and U.S. Office Products *
Company for Imagenet technology. (Incorporated by reference to the Registrant's Form S-1, Commission File
No. 333-46535, as amended, previously filed with the Commission).
10.16 Employment Agreement dated June 11, 1998, between Workflow Management, Inc. and Thomas B. D'Agostino. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 24, 1998.)
10.17 Stock Option Award Agreement dated June 10, 1998, between Workflow Management, Inc. and Jonathan J. *
Ledecky. (Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously
filed with the Commission on July 24, 1998.)
10.18 Stock Option Award Agreement dated June 10, 1998, between Workflow Management, Inc. and Thomas B. *
D'Agostino. (Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383,
previously filed with the Commission on July 24, 1998.)
10.19 Form Secured Promissory Note for Executive Stock Loan Program. (Incorporated by reference to the *
Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the Commission on December 8,
1998.)
10.20 Form Unsecured Promissory Note for Executive Stock Loan Program. (Incorporated by reference to the *
Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the Commission on December 8,
1998.)
10.21 Form Pledge Agreement for Executive Stock Loan Program. (Incorporated by reference to the Registrant's Form *
10-Q, Commission File No. 0-24383, previously filed with the Commission on December 8, 1998.)
10.22 Stock Purchase Agreement dated October 5, 1998 between Workflow Management, Inc., Penn-Grover Envelope *
Corp. and Stuart Grover. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No.
0-24383, previously filed with the Commission on December 8, 1998.)
10.23 Stock Purchase Agreement dated October 21, 1998 between SFI of Delaware, LLC, Danziger Graphics, Inc., H. *
Roy Danziger, Inc., Robert Danziger and Roy Danziger. (Incorporated by reference to the Registrant's Form
10-Q, Commission File No. 0-24383, previously filed with the Commission on December 8, 1998.)
10.24 Stock Purchase Agreement dated November 30, 1998 between SFI of Delaware, LLC, Caltar, Inc., Jack Tarr and *
the Tarr Family Trust. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No.
0-24383, previously filed with the Commission on December 8, 1998.)
10.25 Stock Purchase Agreement dated November 30, 1998 between Workflow Management, Inc., Direct Pro LLC, Robert *
Sands, TLG Realty LLC, Richard Schlanger and Robert Fishbein. (Incorporated by reference to the
Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the Commission on December 8,
1998.)
41
10.26 Stock Purchase Agreement dated February 5, 1999, among Workflow Management, Inc., Premier Graphics, Inc., *
Stanley L. Pippin, Michael D. Snyder and Dean J. Murry. (Incorporated by reference to the Registrant's Form
10-Q, Commission File No. 0-24383, previously filed with the Commission on March 8, 1999.)
10.27 Stock Purchase Agreement dated February 12, 1999, among Workflow Management, Inc., Pacific-Admail, Inc., *
James G. Corey and Sharon Corey. (Incorporated by reference to the Registrant's Form 10-Q, Commission File
No. 0-24383, previously filed with the Commission on March 8, 1999.)
10.28 Amendment and Restatement of Credit Agreement dated December 4, 1998 among Workflow Management, Inc., Data *
Business Forms Limited, Bankers Trust Company, as Agent, and certain other lenders. (Incorporated by
reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the Commission
on March 8, 1999.)
10.29 Subscription Agreement dated January 19, 1999 between Workflow Management, Inc. and the Thomas B. and *
Elzbieta D'Agostino 1997 Charitable Remainder Trust. (Incorporated by reference to the Registrant's Form
10-Q, Commission File No. 0-24383, previously filed with the Commission on March 8, 1999.)
10.30 Subscription Agreement dated January 19, 1999 between Workflow Management, Inc. and Richard M. Schlanger. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.31 Subscription Agreement dated January 19, 1999 between Workflow Management, Inc. and Robert Fishbein. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.32 12% Subordinate Promissory Note dated January 19, 1999 and form Warrant made by Workflow Management, Inc. *
and held by the Thomas B. and Elzbieta D'Agostino 1997 Charitable Remainder Trust. (Incorporated by
reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the Commission
on March 8, 1999.)
10.33 12% Subordinate Promissory Note dated January 19, 1999 and form Warrant made by Workflow Management, Inc. *
and held by Richard M. Schlanger. (Incorporated by reference to the Registrant's Form 10-Q, Commission File
No. 0-24383, previously filed with the Commission on March 8, 1999.)
10.34 12% Subordinate Note dated January 19, 1999 and form Warrant made by Workflow Management, Inc. and held by *
Robert Fishbein. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on March 8, 1999.)
10.35 Lease Agreement dated December 21, 1998 between D&C LLC and SFI of Delaware, LLC. (Incorporated by *
reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the Commission
on March 8, 1999.)
10.36 Lease and Option Agreement dated January 8, 1999 between Workflow Management, Inc. and FJK-TEEJAY Limited. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.37 Agreement dated December 30, 1998, among Nationsbank, N.A., Workflow Management, Inc. and FJK-TEEJAY *
Limited. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
filed with the Commission on March 8, 1999.)
10.38 Severance Agreement dated January 19, 1999, between Workflow Management, Inc. and Thomas B. D'Agostino. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.39 Severance Agreement dated January 19, 1999, between Workflow Management, Inc. and Steven R. Gibson. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
42
10.40 Severance Agreement dated January 19, 1999, between Workflow Management, Inc. and Claudia S. Amlie. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.41 Severance Agreement dated January 19, 1999, between Workflow Management, Inc. and Thomas B. D'Agostino, Jr. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.42 Severance Agreement dated January 19, 1999, between Workflow Management, Inc. and Richard M. Schlanger. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.45 Purchase Agreement dated March 1, 1999 between Data Business Forms Limited, Dale A. Hodgson, Sundog *
Printing Limited and 408446 Alberta, Inc. (Incorporated by reference to the Registrant's Form 10-K,
Commission File No. 0-24383, previously filed with the Commission on July 20, 1999.)
10.46 Purchase Agreement dated March 1, 1999 between Data Business Forms Limited, Ray Remenda, Sundog Printing *
Limited and 517244 Alberta, Ltd. (Incorporated by reference to the Registrant's Form 10-K, Commission File
No. 0-24383, previously filed with the Commission on July 20, 1999.)
10.47 Stock Purchase Agreement dated March 18, 1999 between SFI of Delaware, LLC, JWC Acquisition Corp., Superior *
Graphics, Inc., Wesley Cheringal and John Cheringal. (Incorporated by reference to the Registrant's Form
10-K, Commission File No. 0-24383, previously filed with the Commission on July 20, 1999.)
10.48 Stock Purchase Agreement dated February 26, 1999 between Workflow Management, Inc., Workflow Management *
Acquisition Corp., Universal Folding Box Co., Inc. , Sanford L. Batkin and the Sanford L. Batkin Annuity
Trust. (Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously
filed with the Commission on July 20, 1999.)
10.49 Stock Purchase Agreement dated June 2, 1999 between SFI of Delaware, LLC, Graphic Management Corporation, *
Roger Kimps, Starlene Kimps, Rebecca Kaye, Rachael A. Kimps, and Ryan M. Kimps. (Incorporated by reference
to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed with the Commission on July
20, 1999.)
10.50 Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and Thomas B. D'Agostino, Sr. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 20, 1999.)
10.51 Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and Steven R. Gibson. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 20, 1999.)
10.52 Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and Claudia S. Amlie. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 20, 1999.)
10.53 Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and Thomas B. D'Agostino, Jr. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 20, 1999.)
10.54 Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and Richard M. Schlanger. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 20, 1999.)
10.55 Severance Agreement dated April 1, 1999, between Workflow Management, Inc. and Thomas B. D'Agostino, Jr. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 20, 1999.)
43
10.56 Severance Agreement dated April 1, 1999, between Workflow Management, Inc. and Richard M. Schlanger. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 20, 1999.)
10.57 Employment Agreement, dated June 1, 1999, between Workflow Management, Inc., SFI of Delaware, LLC and *
Frederick Shaw. (Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383,
previously filed with the Commission on July 20, 1999.)
10.58 Amended and Restated Credit Agreement, dated March 10, 2000, among Workflow Management, Inc., Data Business *
Forms Limited, Various Lending Institutions, Bank One, N.A., as Syndication Agent and Fleet National Bank,
as Administrative Agent. (Incorporated by reference to the Registrant's Form 10-K, Commission File No.
0-24383, previously filed with the Commission on July 28, 2000.)
10.59 Employment Agreement, dated March 20, 2000, between iGetSmart.com, Inc., a wholly owned subsidiary of *
Workflow Management, Inc., and Thomas B. D'Agostino, Jr. (Incorporated by reference to the Registrant's
Form 10-K, Commission File No. 0-24383, previously filed with the Commission on July 28, 2000.)
10.60 Employment Agreement, dated March 20, 2000, between Workflow Management, Inc. and Claudia Saenz Amlie. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 28, 2000.)
10.61 Employment Agreement, dated March 20, 2000, between Workflow Management, Inc. and Michael L. Schmickle. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 28, 2000.)
10.62 Purchase Agreement, dated March 23, 2000, between Workflow Management, Inc., Office Electronics, Inc. and *
its shareholders. (Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383,
previously filed with the Commission on July 28, 2000.)
10.63 Employment Agreement, dated April 30, 2001, between Workflow Management, Inc. and Thomas B. D'Agostino. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 28, 2000.)
10.64 Employment Agreement, dated April 30, 2001, between Workflow Management, Inc. and Steve R. Gibson. *
(Incorporated by reference to the Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 28, 2000.)
10.65 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 27, 2000, among Workflow *
Management, Inc., Data Business Forms Limited, Various Lending Institutions and Fleet National Bank, as
Administrative Agent. (Incorporated by reference to the Registrant's Form 10-Q Commission File No. 0-24383,
previously filed with the Commission on December 15, 2000.)
10.66 Amendment No. 2 to Amended and Restated Credit Agreement, dated as of September 29, 2000, among Workflow *
Management, Inc., Data Business Forms Limited, Various Lending Institutions and Fleet National Bank, as
Administrative Agent. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No.
0-24383, previously filed with the Commission on December 15, 2000.)
10.67 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 6, 2000, among Workflow *
Management, Inc., Data Business Forms Limited, Various Lending Institutions and Fleet National Bank, as
Administrative Agent. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No.
0-24383, previously filed with the Commission of December 15, 2000.)
10.68 Severance Agreement, dated April 30, 2003, between Workflow Management, Inc. and Claudia S. Amlie. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on July 30, 2001).
10.69 Employment Agreement, dated May 1, 2001, between Workflow Management, Inc. and Michael L. Schmickle. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on July 30, 2001).
44
10.70 Amendment No. 1 Employment Agreement, dated May 1, 2001, between Workflow Management, Inc. and Steve R. *
Gibson. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
filed with the Commission on July 30, 2001).
10.71 Amendment No. 1 Employment Agreement, dated May 1, 2001, between Workflow Management, Inc. and Thomas B. *
D'Agostino, Sr. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on July 30, 2001).
10.72 Amendment No. 1 Employment Agreement, dated May 1, 2001, between Workflow Management, Inc. and Thomas B. *
D'Agostino, Jr. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on July 30, 2001).
10.73 Severance Agreement, dated January 16, 2001, between Workflow Management, Inc. and Richard M. Schlanger. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on July 30, 2001).
10.73-1 Amendment No. 4 to Amended and Restated Credit Agreement, dated July 26, 2001, by and among Workflow *
Management, Inc., Data Business Forms Ltd., Fleet National Bank, the other lending institutions party
thereto and Fleet National Bank as administrative agent for the lenders. (Incorporated by reference to the
Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the Commission on September 14,
2001).
10.74 Amended and Restated Limited Waiver and Amendment, dated May 29, 2002, by and among Workflow Management, *
Inc., Data Business Forms Ltd., Fleet National Bank, Bank One, N.A., Comerica Bank, Bank of America, Union
Bank of California, N.A., National City Bank, LaSalle Bank National Association, and Chevy Chase Bank,
F.S.B. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
filed with the Commission on July 13, 2002).
10.75 Limited Waiver and Amendment, dated July 16, 2002, by and among Workflow Management, Inc., Data Business *
Forms Limited, Fleet National Bank, Comerica Bank, Bank of America, National City Bank, LaSalle Bank
National Association, and Chevy Chase Bank, F.S.B. (Incorporated by reference to the Registrant's Form
10-Q, Commission File No. 0-24383, previously filed with the Commission on July 13, 2002).
10.76 Amendment No. 1 to Limited Waiver and Amendment dated as of July 16, 2002, dated August 15, 2002, by and *
among Workflow Management, Inc., Data Business Forms Limited, Fleet National Bank, Bank One, N.A., Bank of
America, National City Bank, LaSalle Bank National Association, and Chevy Chase Bank, F.S.B. (Incorporated
by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed with the
Commission on July 13, 2002).
10.77 Limited Waiver and Amendment dated as of October 15, 2002 by and among Workflow Management, Inc., Data *
Business Forms Ltd., Fleet National Bank, as administrative agent, Bank One, N.A., as syndication agent,
and Bank of America, Comerica Bank and Union Bank of California, N.A., as co-agents for the lenders.
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on December 23, 2002).
10.78 Severance Agreement and Release, dated January 10, 2003, between Workflow Management, Inc. and Steve R. *
Gibson. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
filed with the Commission on March 18, 2003).
10.79 Consulting Agreement, dated January 10, 2003, between Workflow Management, Inc. and Steve R. Gibson. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 18, 2003).
10.80 Agreement, dated January 6, 2003, between Workflow Management, Inc. and Thomas B. D'Agostino, Sr. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 18, 2003).
10.81 First Amendment to Employment Agreement, dated December 23, 2002, between Workflow Management, Inc. and *
Michael L. Schmickle. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No.
0-24383, previously filed with the Commission on March 18, 2003).
45
10.82 Second Amended and Restated Credit Agreement, dated as of January 15, 2003, among Workflow Management, *
Inc., Data Business Forms Limited, Various Lending Institutions, Bank One, N.A., a Syndication Agent, Bank
of America, Comerica Bank, and Union Bank of California, N.A., as Co-Agents, and Fleet National Bank, as
Administrative Agent. (Incorporated by reference to the Registrant's Form 10-Q, Commission File No.
0-24383, previously filed with the Commission on March 18, 2003).
10.83 Warrant Purchase Agreement, dated January 15, 2003, among Workflow Management, Inc., Fleet National Bank, *
Bank One, N.A., Comerica Bank, Bank of America, Union Bank of California, N.A., National City Bank, Chevy
Chase Bank, F.S.B., and LaSalle Bank National Association. (Incorporated by reference to the Registrant's
Form 10-Q, Commission File No. 0-24383, previously filed with the Commission on March 18, 2003).
**10.84 Agreement and Release, dated July 19, 2003, between Workflow Management, Inc. and Thomas B. D'Agostino, Sr.
**10.85 First Amendment and Waiver to Second Amended and Restated Credit Agreement, effective August 1, 2003, among
Workflow Management, Inc., Data Business Forms Limited, Fleet National Bank, as administrative agent, Bank
One, N.A., as syndication agent, Bank of America, Comerica Bank and Union Bank of California, N.A., as
co-agents for the lenders, National City Bank, LaSalle Bank National Association and Chevy Chase Bank,
F.S.B.
**10.86 Amendment No. 1 to Warrant Purchase Agreement, effective August 1, 2003, among Workflow Management, Inc.,
Fleet National Bank, Bank One, N.A., Bank of America, Comerica Bank, Union Bank of California, N.A.,
National City Bank, Chevy Chase Bank, F.S.B. and LaSalle Bank National Association.
**10.87 Amendment No. 1 to Common Stock Purchase Warrant, effective August 1, 2003, between Workflow Management,
Inc. and the various lenders parties thereto.
**21.1 Subsidiaries of the Registrant.
**23.1 Consent of PricewaterhouseCoopers LLP
**24.1 Power of Attorney (appears on signature page hereto)
- ----------------------
* (Not filed herewith. In accordance with Rule 12(b)-32 of the General Rules
and Regulations under the Securities Exchange Act of 1934, the exhibit is
incorporated by reference).
** Filed herewith.
46
EXHIBIT 21.1
WORKFLOW MANAGEMENT, INC.
UNITED STATES SUBSIDIARIES
WORKFLOW MANAGEMENT, INC.
owns 100% of the outstanding stock or membership interests of the following:
DirectPro LLC, a New York limited liability company
Freedom Graphic Services, Inc., a New Jersey corporation
iGetSmart.com, Inc., a Delaware corporation
SFI of Delaware, LLC, a Delaware limited liability company
United Envelope, LLC, a Delaware limited liability company
Workflow Direct, Inc., a California corporation
Workflow Management Acquisition II Corp., a Delaware corporation
SFI OF DELAWARE, LLC
owns 100% of the outstanding stock of the following:
SFI of Puerto Rico, Inc., a Delaware corporation
SFI of Illinois, Inc., a Delaware corporation
WFMI, INC.
owns 100% of the outstanding stock of the following:
Workflow of Florida, Inc., a Delaware corporation
DIRECTPRO LLC
owns 100% of the membership interest of the following:
DirectPro West LLC, an Ohio limited liability company
WORKFLOW MANAGEMENT ACQUISITION II CORP.
owns 100% of the outstanding common stock of the following:
WFMI, Inc., a Delaware corporation
WORKFLOW MANAGEMENT, INC.
owns 100% of the outstanding preferred stock of the following:
WFMI, Inc., a Delaware corporation
IGETSMART.COM, Inc.
owns 100% of the outstanding stock of the following:
PSE Data Products, Inc., a California corporation
Document Options Company, a Tennessee corporation
CANADIAN SUBSIDIARIES
WORKFLOW MANAGEMENT, INC.
owns 100% of the outstanding stock of the following:
Data Business Forms Limited, an Ontario corporation
47
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 21, 2003 except for Notes 2 and
18 as to which the date is August 5, 2003, relating to the financial
statements and financial statement schedule of Workflow Management, Inc. which
appears in Workflow Management Inc.'s Annual Report on Form 10-K for the year
ended April 30, 2003.
PRICEWATERHOUSECOOPERS LLP
Miami, Florida
August 5, 2003