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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _____________________
Commission File Number 0-24383
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1507104
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
240 Royal Palm Way
Palm Beach, FL 33480
(Address of principal executive offices) (Zip Code)
(561) 659-6551
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b -2 of the Securities Exchange Act.) Yes No X .
As of September 9, 2003 there were 13,387,671 shares of common stock
outstanding.
1
WORKFLOW MANAGEMENT, INC.
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets..............................................................................3
July 31, 2003 (unaudited) and April 30, 2003
Consolidated Statements of Income (unaudited)............................................................4
For the three months ended July 31, 2003 and July 31, 2002
Consolidated Statements of Cash Flows (unaudited)........................................................5
For the three months ended July 31, 2003 and July 31, 2002
Notes to Consolidated Financial Statements (unaudited)...................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................................17
Item 3. Quantitative and Qualitative Disclosure About Market Risk...............................................26
Item 4. Controls and Procedures.................................................................................26
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................................................27
Signatures.........................................................................................................28
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
July 31, April 30,
ASSETS 2003 2003
- ------ -------------- ---------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 4,970 $ 4,992
Accounts receivable, less allowance for doubtful
accounts of $3,517 and $3,455, respectively 76,977 89,585
Inventories 45,529 49,182
Assets of businesses held for sale 8,219
Receivable for sale of discontinued operations 5,000
Short-term deferred income taxes 7,745 7,738
Prepaid expenses and other current assets 10,867 7,855
------------ ------------
Total current assets 151,088 167,571
Property and equipment, net 36,205 38,072
Goodwill 111,401 109,515
Other intangible assets, net 1,297 1,307
Long-term deferred income taxes 7,574 7,568
Other assets 5,635 5,844
------------ ------------
Total assets $ 313,200 $ 329,877
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 50,700 $ 674
Accounts payable 32,906 35,332
Accrued compensation 11,133 13,266
Accrued additional purchase consideration 6,006 7,677
Accrued restructuring costs 2,688 2,448
Liabilities of businesses held for sale 3,219
Short-term swap liability 3,373 4,263
Other accrued liabilities 17,033 20,071
------------ ------------
Total current liabilities 123,839 86,950
Long-term credit facility 110,107 165,065
Other long-term debt 1,335 834
Deferred income taxes 5,456 5,405
Other long-term liabilities 3,796 3,757
------------ ------------
Total liabilities 244,533 262,011
------------ ------------
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none
outstanding Common stock, $.001 par value, 150,000,000 shares authorized,
13,385,671 and 13,359,164 shares, respectively, issued and outstanding 13 13
Additional paid-in capital 53,253 53,191
Notes receivable from officers (53) (53)
Accumulated other comprehensive income (loss) 602 (699)
Retained earnings 14,852 15,414
------------ ------------
Total stockholders' equity 68,667 67,866
------------ ------------
Total liabilities and stockholders' equity $ 313,200 $ 329,877
============ ============
See accompanying notes to consolidated financial statements.
3
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
---------------------------
July 31, July 31,
2003 2002
------------ -----------
Revenues $ 142,902 $ 150,122
Cost of revenues 104,775 108,096
------------ -----------
Gross profit 38,127 42,026
Selling, general and administrative expenses 33,497 35,381
Restructuring costs 1,021 221
Severance and other employment costs (2,239)
------------ -----------
Operating income 5,848 6,424
Interest expense 4,314 4,142
Interest income (38) (140)
Loss on ineffective interest rate hedge 18 4,345
Abandoned debt offering costs 1,705
Other (income) expense (82) 13
------------ -----------
Income (loss) from continuing operations before
provision (benefit) for income taxes 1,636 (3,641)
Provision (benefit) for income taxes 939 (1,027)
------------ -----------
Income (loss) from continuing operations 697 (2,614)
------------ -----------
Discontinued operations:
(Loss) income from discontinued operations (2,171) 371
(Benefit) provision for income taxes (912) 156
------------ -----------
(Loss) income from discontinued operations (1,259) 215
------------ -----------
Net loss $ (562) $ (2,399)
============ ===========
Net income (loss) per share:
Basic:
Income (loss) from continuing operations $ 0.05 $ (0.20)
(Loss) income from discontinued operations (0.09) 0.02
------------ -----------
Net loss $ (0.04) $ (0.18)
============ ===========
Diluted:
Income (loss) from continuing operations $ 0.05 $ (0.20)
(Loss) income from discontinued operations (0.09) 0.02
------------ -----------
Net loss $ (0.04) $ (0.18)
============ ===========
Weighted average common shares outstanding:
Basic 13,368 13,155
Diluted 13,368 13,155
See accompanying notes to consolidated financial statements.
4
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended July 31,
2003 2002
------------ -----------
Cash flows from operating activities:
Net loss $ (562) $ (2,399)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization expense 2,273 2,446
Restructuring costs, net of cash paid 203 (46)
Amortization of deferred financing costs 474 295
Loss on ineffective swap 18
Loss on abandoned debt offering 1,705
Loss from discontinued operations 2,171
Change in assets and liabilities held for sale, net 5,000 (327)
Changes in assets and liabilities:
Accounts receivable 13,324 8,010
Inventories 3,926 (1,857)
Prepaid expenses and other assets (8,273) (3,648)
Accounts payable (2,632) (4,258)
Accrued liabilities (6,210) (529)
----------- -----------
Net cash provided by (used in) operating activities 9,712 (608)
----------- -----------
Cash flows from investing activities:
Cash paid in acquisitions (48) (998)
Cash paid for additional purchase consideration (3,378) (6,575)
Additions to property and equipment (330) (1,396)
Cash collection of notes receivable 175
Cash received on the sale of property and equipment 332 245
Other 23 (79)
----------- -----------
Net cash used in investing activities (3,401) (8,628)
----------- -----------
Cash flows from financing activities:
Proceeds from credit facility borrowings 30,920 43,950
Payments of credit facility borrowings (35,920) (32,800)
Payments of other long-term debt (172) (179)
Payment of abandoned debt offering costs (1,705)
Payment on cash settlement of interest rate swap (908)
Payments of deferred financing costs (274) (831)
Other 66 98
----------- -----------
Net cash (used in) provided by financing activities (6,288) 8,533
----------- -----------
Effect of exchange rates on cash and cash equivalents (45) (24)
---------- -----------
Net decrease in cash and cash equivalents (22) (727)
Cash and cash equivalents at beginning of period 4,992 5,262
----------- -----------
Cash and cash equivalents at end of period $ 4,970 $ 4,535
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid $ 3,728 $ 4,484
Income taxes paid $ 1,017 $ 2,255
Non-cash transactions:
o During the three months ended July 31, 2003 and July 31, 2002, the Company
accrued $1,694 and $1,964 for additional purchase consideration for
earn-outs, respectively.
See accompanying notes to consolidated financial statements
5
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts and non-financial data)
(Unaudited)
NOTE 1 - NATURE OF BUSINESS
- ---------------------------
Workflow Management, Inc. (the "Company" or "Workflow Management") 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. Workflow Management 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 Management employs approximately 2,800 persons and has 88
facilities throughout North America. The Company utilizes approximately 653,000
square feet for manufacturing, 574,000 square feet for distribution, 506,000
square feet for warehousing, 57,000 square feet for print-on-demand and 415,000
square feet for sales and administrative offices.
NOTE 2 - LIQUIDITY
- ------------------
On August 1, 2003, the Company amended its credit facility (the
"Amended Restructured Credit Facility") under the terms of the amendment, the
Company has deferred repayment of the $50,000 term loan portion of the Amended
Restructured Credit Facility until May 1, 2004. In addition, the repayment terms
for another term loan and the asset based revolving facility of the Amended
Restructured Credit Facility have been accelerated to August 1, 2004 (see "Note
15--Subsequent Events"). The Company is currently pursuing various strategic and
refinancing alternatives that would allow it to repay its obligations under the
Amended Restructured Credit Facility by their respective due dates. 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 these
obligations directly. There can be no assurance that the Company will be able to
repay its obligations by their respective due dates. 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 the lenders' remedies upon such default would include
the right to foreclose on the Company's assets.
NOTE 3 - BASIS OF PRESENTATION
- ------------------------------
The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of Workflow Management
and all of its wholly-owned subsidiaries. All significant intracompany accounts
and transactions have been eliminated.
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.
6
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts and non-financial data)
(Unaudited)
In the opinion of management, the information contained herein reflects
all adjustments necessary to make the results of operations for the interim
periods a fair presentation of such operations. All such adjustments are of a
normal recurring nature. Operating results for interim periods are not
necessarily indicative of results that may be expected for the year as a whole.
The consolidated financial statements included in this Form 10-Q should be read
in conjunction with the Company's audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 2003.
As used in the Notes to Consolidated Financial Statements, "Fiscal
2003", "Fiscal 2002", "Fiscal 2001" and "Fiscal 1999" refer to the Company's
fiscal years ended April 30, 2003, 2002, 2001 and 1999, respectively.
NOTE 4 - INVENTORIES
Inventories consist of the following:
July 31, April 30,
2003 2003
------------ -----------
Raw materials $ 9,415 $ 11,438
Work-in-process 6,654 6,294
Finished goods 29,460 31,450
------------ -----------
Total inventories $ 45,529 $ 49,182
============ ===========
NOTE 5 - PROPERTY AND EQUIPMENT
- -------------------------------
Property and equipment consists of the following:
July 31, April 30,
2003 2003
------------ ------------
Buildings..........................................$ $ 351
Furniture and fixtures............................. 26,065 26,000
Computer equipment and software.................... 23,326 22,972
Warehouse equipment................................ 34,002 33,309
Equipment under capital leases..................... 1,224 1,224
Leasehold improvements............................. 12,176 11,936
----------- -----------
96,793 95,792
Less: Accumulated depreciation..................... (60,588) (57,720)
----------- -----------
Net property and equipment.........................$ 36,205 $ 38,072
=========== ===========
Depreciation expense for the three months ended July 31, 2003 and July 31,
2002 was $2,248 and $2,423, respectively.
7
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 6 - DEBT
- -------------
Revolving Credit Facility
On January 15, 2003, the Company entered into a restructured senior
secured credit facility with its lenders (the "Restructured Credit Facility")
comprised of three separate tranches. The tranches of debt under the
Restructured Credit Facility consisted of: (i) an asset based revolving credit
facility (the "Revolver") which provides access to working capital advanced on a
borrowing base formula; (ii) a senior term loan (the "Term Loan A") which
amortized in scheduled increments semi-annually starting on June 30, 2003; and
(iii) a $50,000 senior term loan (the "Term Loan B"). At July 31, 2003, the
blended annual interest rate on the Restructured Credit Facility was
approximately 9.0%. During the three months ended July 31, 2003, the Company
incurred $4,195 in interest expense relating to its Restructured Credit
Facility.
The outstanding balances on the Restructured Credit Facility at July 31, 2003
were as follows:
Maximum Amount Applicable
Availability Outstanding Interest Rate
------------- ------------- -------------
Revolver $ 97,226 $ 92,270 LIBOR + 5%
Term Loan A 17,837 17,837 LIBOR + 8%
Term Loan B 50,000 50,000 11%, 12%, 13% & 14% for each
calendar quarter of 2003
------------- -------------
$ 165,063 $ 160,107
============= =============
At July 31, 2003, the Company had $160,107 outstanding on the
Restructured Credit Facility and, in addition, $3,294 in outstanding letters of
credit. The Company's availability under the Restructured Credit Facility at
July 31, 2003 was $1,662 after inclusion of letters of credit.
Under the terms of the Restructured Credit Facility, the Company was
required to defer or otherwise not pay at least $4,000 of earn-outs due in May
2003 as a result of various acquisitions. 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 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 amended its Restructured Credit Facility subsequent to July
31, 2003. The Amended Restructured Credit Facility waived certain defaults that
existed at April 30, 2003 and allowed the Company to make certain earn-out
payments that were previously required to be deferred under the Restructured
Credit Facility. See further discussion of the Amended Restructured Credit
Facility in "Note 15 - Subsequent Events."
8
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Letters of Credit
The Company has outstanding letters of credit of approximately $3,294
related to performance and payment guarantees. 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 July 31, 2003,
the Company recorded a short-term liability of $3,373. During the three months
ended July 31, 2003, the Company paid $908 representing cash settlement payments
accrued for in a prior quarter and accrued an additional $970. The Company
recorded an additional gain of $952 on the ineffective interest rate hedge for
the three months ended July 31, 2003, for the change in the prevailing LIBOR
rate compared to the fixed rate under the Swap agreement.
9
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 7 - STOCKHOLDERS' EQUITY
- -----------------------------
Changes in stockholders' equity during the three months ended July 31, 2003 were
as follows:
Stockholders' equity balance at April 30, 2003 $ 67,866
Issuance of common stock in conjunction with:
Employee stock purchase program 62
Comprehensive income 739
-------------
Stockholders' equity balance at July 31, 2003 $ 68,667
=============
Comprehensive income (loss)
The components of comprehensive income (loss) are as follows:
Three Months Ended
---------------------------
July 31, July 31,
2003 2002
------------ -----------
Net loss $ (562) $ (2,399)
Other comprehensive income (loss):
Changes in fair market value of financial
instruments designated as hedges of
interest rate exposure, net of taxes (197)
Write-off of fair market value of ineffective
interest rate hedge, net of tax 2,323
Foreign currency translation adjustment 1,301 (190)
------------ -----------
Comprehensive income (loss) $ 739 $ (463)
============ ===========
Notes Receivable from Officers
During Fiscal 2001 and Fiscal 1999, the Company extended unsecured
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 off $681 for uncollectible notes. At July 31,
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.
10
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 8 - EARNINGS PER SHARE ("EPS")
- -----------------------------------
Basic EPS excludes dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted EPS 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 EPS for the periods presented in the
consolidated statement of income:
Three Months Ended
---------------------------
July 31, July 31,
2003 2002
------------ ------------
Basic income (loss) per share:
Net income (loss) from continuing operations $ 697 $ (2,614)
Net (loss) income from discontinued operations (1,259) 215
------------ ------------
Net loss $ (562) $ (2,399)
============ ============
Weighted average common shares outstanding 13,368 13,155
============ ============
Net income (loss) from continuing operations $ 0.05 $ (0.20)
Net (loss) income from discontinued operations (0.09) 0.02
------------ ------------
Net loss $ (0.04) $ (0.18)
============ ============
Diluted income (loss) per share:
Net income (loss) from continuing operations $ 697 $ (2,614)
Net (loss) income from discontinued operations (1,259) 215
------------ ------------
Net loss $ (562) $ (2,399)
============ ============
Weighted average common shares outstanding 13,368 13,155
============ ============
Net income (loss) from continuing operations $ 0.05 $ (0.20)
Net (loss) income from discontinued operations (0.09) 0.02
------------ ------------
Net loss $ (0.04) $ (0.18)
============ ============
* The Company had additional employee stock options outstanding during the
periods presented that were not included in the computation of diluted earnings
per share because they were anti-dilutive. Options to purchase 3,511 and 4,885
shares of common stock were anti-dilutive and outstanding during the three
months ended July 31, 2003 and July 31, 2002, respectively.
11
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 9 - BUSINESS COMBINATIONS
- ------------------------------
During the three months ended July 31, 2003 and Fiscal 2003, the
Company did not complete any business combinations.
During 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
$3,426, $8,537, $17,494 and $29,989 during the three months ended July 31, 2003,
Fiscal 2003, Fiscal 2002 and Fiscal 2001, respectively. The total assets
acquired with the Purchased Companies during the three months ended July 31,
2003, Fiscal 2003, Fiscal 2002 and Fiscal 2001, were $3,426, $8,537, $18,078 and
$39,431, respectively, including intangible assets of $3,426, $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 the three months ended July 31, 2003, Fiscal 2003,
Fiscal 2002 and Fiscal 2001, $3,378, $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 $6,006 has been accrued for these earn-out
provisions at July 31, 2003. The additional consideration, whether paid or
accrued, has been reflected in the accompanying balance sheet as goodwill at
July 31, 2003.
NOTE 10 - 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 during the three months ended July 31, 2003 or in Fiscal 2003 and
does not anticipate pursuing or consummating acquisitions in the near future.
During the three months ended July 31, 2003, the Company recorded a
restructuring charge of $1,021 in connection with its consolidation of envelope
printing facilities in the New York area. The costs mainly were comprised of
future rental payments for a facility the Company vacated in May 2003.
During the three months ended July 31, 2002, the Company reversed into
income a $1,242 restructuring charge taken in the three months ended April 30,
2001 that was no longer required since the Company settled the underlying
contract dispute and expensed $1,463 in strategic restructuring costs associated
with the exploration of other financial, restructuring and strategic
alternatives.
Under the restructuring plan implemented during Fiscal 2003, the
Company terminated and provided severance benefits to 37 employees. However,
certain severed employees have delayed severance payments. The majority of the
workforce reductions were within the production area and administration.
12
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
The following table sets forth the Company's accrued restructuring
costs for the three months ended July 31, 2003.
Facility Severance Other Asset
Closure and and Writedowns
Consolidation Terminations and Costs Total
------------- ------------ ------------ -----------
Balance at April 30, 2003......................................$ 206 $ 1,845 $ 397 $ 2,448
Additions............................................... 1,021 1,021
Utilizations............................................ (353) (428) (781)
---------------- ------------- -------------- ------------
Balance at July 31, 2003.......................................$ 874 $ 1,417 $ 397 $ 2,688
=============== ============= ============== ============
NOTE 11 - GOODWILL AND OTHER INTANGIBLE ASSETS
- ----------------------------------------------
Goodwill consists of the following:
Balance at April 30, 2003 ...................................................... $ 109,515
Additions................................................................ 1,909
Disposals................................................................ (23)
-------------
Balance at July 31, 2003........................................................ $ 111,401
=============
Intangible assets subject to amortization consist of the following:
July 31, April 30,
2003 2003
------------- -------------
Customer lists.................................................................. $ 1,317 $ 1,302
Non-compete agreements.......................................................... 398 398
Other ......................................................................... 664 664
------------- -------------
2,379 2,364
Less: Accumulated amortization............................................... (1,082) (1,057)
------------- -------------
Net intangible assets.................................................... $ 1,297 $ 1,307
============= =============
NOTE 12 - SEGMENT REPORTING
- ---------------------------
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 Company's United States operations totaled income of $819 and
expense of $2,403 for the three months ended July 31, 2003 and July 31, 2002,
respectively.
The following table sets forth information as to the Company's
operations in its different geographic segments:
Three Months Ended July 31,
--------------------------------
2003 2002
------------- --------------
Revenues:
United States............................$ 102,535 $ 114,636
Canada................................... 37,735 33,172
Puerto Rico.............................. 2,632 2,314
------------- --------------
Total..................................$ 142,902 $ 150,122
============= ==============
13
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended July 31,
-----------------------------
2003 2002
------------- --------------
Operating income:
United States.................................................. $ 2,626 $ 3,448
Canada......................................................... 2,883 2,965
Puerto Rico.................................................... 339 11
------------- --------------
Total........................................................ $ 5,848 $ 6,424
============= ==============
Identifiable assets (at quarter-end):
United States.................................................. $ 245,208 $ 299,732
Canada......................................................... 64,802 54,415
Puerto Rico.................................................... 3,190 3,018
------------- --------------
Total........................................................ $ 313,200 $ 357,165
============= ==============
NOTE 13 - 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 had been excluded from the Company's historical
operating results and classified as discontinued operations at April 30, 2003
pursuant to SFAS No. 144, were sold to a financial buyer for $5,000 in gross
proceeds. The gross proceeds were received subsequent to July 31, 2003 and were
recorded as a receivable at July 31, 2003. 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.
Summarized below are the results of discontinued operations for the three months
ended July 31, 2003 and July 31, 2002:
Three Months Ended July 31,
--------------------------------
2003 2002
------------- -------------
Revenues $ 5,677 $ 7,242
(Loss) income from discontinued operations (2,171) 215
The major classes of assets and liabilities sold 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:
April 30,
Assets Held for Sale: 2003
------------
Accounts receivable, net $ 3,880
Inventories 3,662
Prepaid expenses and other current assets 61
Property, plant and equipment, net 616
------------
$ 8,219
============
14
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
April 30,
Liabilities Held for Sale: 2003
------------
Accounts payable $ 838
Accrued compensation 903
Accrued additional purchase consideration 970
Other accrued liabilities 508
------------
$ 3,219
============
NOTE 14 - 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. As a result, during the three months ended July 31,
2003, the Company reversed into income approximately $2,239 it had recorded as
an obligation to Mr. D'Agostino. 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.
NOTE 15 - SUBSEQUENT EVENT
- --------------------------
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 asset based facility ("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 certain 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 Revolver contains advance rates of 85% of
the Company's eligible accounts receivable, 60% of the Company's eligible
inventories (until February 1, 2004 at which time it reduces to 50%) and $10,000
against the Company's fixed assets. 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 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
15
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
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 by March
31, 2004. 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 6 - Debt".
16
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This Quarterly Report on Form 10-Q contains forward-looking statements that
involve risks and uncertainties. When used in this Report, the words
"anticipate," "believe," "estimate," "intend," "may," "will," "expect" and
similar expressions as they relate to Workflow Management, Inc. (the "Company,"
"Workflow Management," "we," "us," and "our") or its management are intended to
identify such forward-looking statements. The Company's actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements, which are made only as of
the date hereof.
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, which include vendor-neutral custom print
sourcing, 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. We provide 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 approximately 2,800 persons and have 88 facilities throughout
North America. We utilize approximately 653,000 square feet for manufacturing,
574,000 square feet for distribution, 506,000 square feet for warehousing,
57,000 square feet for print-on-demand and 415,000 square feet for sales and
administrative offices.
As used in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, "Fiscal 2004", "Fiscal 2003" and "Fiscal
2002" refer to our fiscal years ending April 30, 2004, 2003 and 2002,
respectively.
The following discussion should be read in conjunction with the
consolidated historical financial statements, including the related notes
thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, as well as
our audited consolidated financial statements, and notes thereto, included in
our Annual Report on Form 10-K for the fiscal year ended April 30, 2003.
17
Consolidated Results of Operations
Three Months Ended July 31, 2003 Compared to Three Months Ended July 31, 2002
Revenues. Consolidated revenues decreased 4.8%, from $150.1 million for
the three months ended July 31, 2002, to $142.9 million for the three months
ended July 31, 2003. The decrease in consolidated revenues was primarily within
our envelope printing and direct mail project management operations as we
continue to experience strong competition and our customers are re-evaluating
their purchasing programs for direct mail advertising, commercial printing and
other related products due to general economic conditions. We believe that our
inability to make certain earn-out payments due to financial covenants with our
lenders adversely impacted the morale and productivity of some of our most
important employees which in turn also negatively impacted revenues.
International revenues increased 13.8%, from $35.5 million, or 23.7% of
consolidated revenues, for the three months ended July 31, 2002, to $40.4
million, or 28.2% of consolidated revenues, for the three months ended July 31,
2003. The increase in international revenues was primarily due to the favorable
increase in foreign currency exchange rates between the U.S. and Canadian
dollars. In local currency, Canadian dollar revenues increased 1.7% for the
three months ended July 31, 2003 versus the three months ended July 31, 2002.
International revenues consist exclusively of revenues generated in Canada and
Puerto Rico.
Gross Profit. Gross profit decreased 9.3%, from $42.0 million, or 28.0%
of revenues, for the three months ended July 31, 2002, to $38.1 million, or
26.7% of revenues, for the three months ended July 31, 2003. The decrease in
gross profit was primarily in our envelope, direct mail and commercial printing
units due to: (i) pricing pressures from competition, and (ii) an overall
decrease in manufacturing volumes, described above, resulting in under
absorption of fixed factory overhead.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased 5.3%, from $35.4 million, or 23.6% of
revenues, for the three months ended July 31, 2002, to $33.5 million, or 23.4%
of revenues, for the three months ended July 31, 2003. The decrease in selling,
general and administrative expenses both in dollars and as a percentage of
revenues was primarily due to the cost savings realized associated with our
restructuring plan and aggressive cost cutting and integration efforts.
Restructuring Costs. During the three months ended July 31, 2003, the
Company incurred $1.0 million in restructuring costs for the consolidation of
certain envelope manufacturing facilities in the New York area. The costs are
mainly comprised of future rental payments for the vacated facility. During the
three months ended July 31, 2002, net restructuring costs totaled $221,000 as we
reversed into income a $1.2 million restructuring charge taken in the three
months ended April 30, 2001 that was no longer required since we settled the
underlying contract dispute and we expensed $1.5 million in strategic
restructuring costs associated with the exploration of other financial,
restructuring and strategic alternatives.
Severance and Other Employment Costs. During the three months ended
July 31, 2003, Thomas B. D'Agostino, Sr., the Chairman of the Board of
Directors, resigned from the Board and as Chairman, and released us from any
obligation to pay severance or other amounts under his employment agreement with
us. As a result, during the three months ended July 31, 2003, we reversed into
income approximately $2.2 million, which was previously recorded as an
obligation to Mr. D'Agostino.
Interest Expense, net. Interest expense, net of interest income,
increased 6.8%, from $4.0 million for the three months ended July 31, 2002, to
$4.3 million for the three months ended July 31, 2003. This increase in net
interest expense was due to an increase in the Company's interest rates under
its restructured credit facility entered into with its lenders on January 15,
2003 (the "Restructured Credit Facility") during the three months ended July 31,
2003. See "Note 6 to the Company's Consolidated Financial Statements" of this
Form 10-Q and "Liquidity and Capital Resources" below.
Loss on Ineffective Interest Rate Hedge. On July 16, 2002, our 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 became ineffective and could no longer be designated as a cash flow hedge
of variable rate debt. During the three months ended July 31, 2003 and the three
months ended July 31, 2002, we recorded $18,000 and $4.3 million for the
subsequent change in the value of the Swap as a component of income.
18
Abandoned Debt Offering Costs. During the three months ended July 31,
2002, we incurred $1.7 million in transaction costs paid in connection with a
proposed private placement of senior secured notes (the "Offering"). Due to
unfavorable market conditions at the timing of the Offering, we decided not to
actively pursue the placement of the senior secured notes. The transaction costs
incurred in connection with the Offering were expensed during the three months
ended July 31, 2002.
Other Expense (Income). Other income, net of other expense increased
$95,000 from net other expense of $13,000 for the three months ended July 31,
2002, to net other income of $82,000 for the three months ended July 31, 2003.
Other income primarily represents the net of gains and/or losses on sales of
equipment and miscellaneous other income and expense items.
Income Taxes from Continuing Operations. Income taxes increased from a
tax benefit of $1.0 million for the three months ended July 31, 2002, to a tax
provision of $0.9 million for the three months ended July 31, 2003, reflecting
effective income tax and benefit rates of 57.4% and 28.2%, respectively. During
the three months ended July 31, 2003, the effective income tax rate was greater
than the statutory rate due to 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. During the
three months ended July 31, 2002, the effective income tax rate decreased
primarily due to the 34.0% tax benefit recorded on the restructuring costs, loss
on ineffective interest rate hedge and debt offering costs. Excluding these
non-recurring items, our effective tax rate would have been approximately 42.0%.
Discontinued Operations. During Fiscal 2003, we committed to a plan to
dispose of certain non-core businesses. We completed the sale of these non-core
businesses effective July 31, 2003 under our long-term business plan and
strategic objectives. The net loss from discontinued operations during the three
months ended July 31, 2003 of $1.3 million includes a write-down in assets of
$1.0 million and a loss from operations of $0.3 million compared to net income
from discontinued operations of $0.2 million during the three months ended July
31, 2003. The reason for the decrease in net income during the three months
ended July 31, 2003 relates to softness in general economic conditions in the
print industry and further deterioration of these non-core businesses.
Liquidity and Capital Resources
At July 31, 2003, we had a working capital of $27.2 million, which
includes $50.0 million in debt under our existing credit facility, which has
been classified as short-term debt. Our capitalization, defined as the sum of
long-term debt and stockholders' equity, at July 31, 2003 was approximately
$180.1 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 revolving
credit facility. Cash at July 31, 2003, primarily represented customer
collections and in-transit cash sweeps from our subsidiaries at the end of the
quarter and cash in Canada that has not been repatriated.
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 the three months ended July 31, 2003, net cash provided by
operating activities was $9.7 million. Net cash used in investing activities was
$3.4 million, which was mainly comprised of $3.4 million used for additional
purchase consideration, $0.3 million used for capital expenditures which was
offset by $0.3 million received on the sale of property and equipment. Net cash
used by financing activities was $6.3 million, which was mainly comprised of
$5.0 million in net pay-downs on our revolving credit facility, $0.9 million in
settlement payments for the interest rate swap, $0.2 million in payments of
other long-term debt and $0.3 million in payments of deferred financing costs.
During the three months ended July 31, 2002, net cash used in operating
activities was $0.6 million. Net cash used in investing activities was $8.6
million, including $7.6 million used for acquisitions and additional purchase
consideration and $1.4 million used for capital expenditures which were
partially offset by the net proceeds of $0.2 million received on the sale of
property and equipment and $0.2 million received from the collection of notes
receivable. Net cash provided by financing activities was $8.5 million, which
was mainly comprised of $11.2 million in net borrowings on our revolving credit
facility which was partially offset by $1.7 million in payments for the
abandoned debt offering, $0.2 million in payments of other long-term debt and
$0.8 million in payments of deferred financing costs.
19
We have significant operations in Canada. Net sales from our Canadian
operations accounted for approximately 26.4% of our total revenues for the three
months ended July 31, 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 may have a significant effect
on our business, financial condition and results of operations.
Effective August 1, 2003 we entered into an amendment to our 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 debt covenants with our
lenders 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 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 $17.8
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 by November 30, 2003 we have delivered a plan that is
acceptable to our lenders to repay all of our obligations under the Amended
Restructured Credit Facility by March 31, 2004. 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.
The outstanding balances (in millions) on the Amended Restructured
Credit Facility at September 9, 2003 were as follows:
Maximum Amount Applicable
Availability Outstanding Interest Rate
------------- ------------- -----------------
Revolver $ 96.6 $ 92.5 LIBOR + 5%
Term Loan A 16.4 16.4 LIBOR + 8%
Term Loan B 50.0 50.0 11%, 12%, 13% & 14% for each
calendar quarter of 2003
------------- -------------
$ 163.0 $ 158.9
============= =============
At September 9, 2003, we had $158.9 million outstanding on the Amended
Restructured Credit Facility and, in addition, $3.3 million in outstanding
letters of credit. Our availability under the Amended Restructured Credit
Facility at September 9, 2003 was $0.8 million after inclusion of 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 could have a material adverse effect on our business, financial
condition and results of operations.
20
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.
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 July 31, 2003, the swap was recorded at $2.4 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 Amended 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.
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, (ii) divesting non-core operations to pay
down debt and (iii) greater focus on profitable accounts even at the expense of
lower overall revenue. We did not consummate any acquisitions in Fiscal 2003 and
we do not anticipate pursuing or consummating acquisitions in the near future.
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 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 its
financial advisors 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.
Fluctuations in Quarterly Results of Operations
Our envelope and commercial print businesses are subject to seasonal
influences resulting from the lower demand for consumable printed business
products during the summer months which coincides with our fiscal quarters
ending in July. Quarterly results also may be materially affected by variations
in the prices 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 results that may be achieved for any subsequent fiscal
quarter or full fiscal year.
Inflation
We do not believe that inflation has had a material impact on our
results of operations during Fiscal 2003 or Fiscal 2002.
21
Critical Accounting Policies and Judgments
Use of Estimates. In preparing our financial statements in comformity
with generally accepted accounting principles, 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 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.
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.
22
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.
23
Factors Affecting the Company's Business
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 $50.0 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 $170.0 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 of 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 by March 31, 2004. 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.
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.
24
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 the
amendment to the credit facility that we entered into with our senior lenders on
August 1, 2003, we were allowed to make these earn-out payments that were
previously required to be deferred. However, 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 could 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.
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.
25
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 and solicited some of our
employees. However, the majority of our key managers and performers have
employment contracts containing non-compete provisions which we believe would
preclude them from joining Mr. D'Agostino, Jr.
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.
For additional risk factors, refer to our Annual Report on Form 10-K for the
fiscal year ended April 30, 2003.
Item 3. 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
July 31, 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 $1.0 million.
Item 4. 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-15(e) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based upon the evaluation, 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.
26
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
**10.88 Second Amendment to Employment Agreement, dated
August 28, 2003, between Workflow Management, Inc.
and Michael L. Schmickle
**10.89 Change of Control Agreement, dated July 15, 2003,
between Workflow Management, Inc. and Michael L.
Schmickle
**31.1 Section 302 Certification - Chief Executive Officer
**31.2 Section 302 Certification - Chief Financial Officer
**32.1 Section 906 Certification - Chief Executive Officer
**32.2 Section 906 Certification - Chief Financial Officer
_______________________________________________________________________
**File herewith.
(b) Reports on Form 8-K
- Item 9 / Item 12 Press Release - July 22, 2003.
- Item 9 / Item 12 Press Release - June 27, 2003.
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WORKFLOW MANAGEMENT, INC.
September 15, 2003 By: /s/ Gary W. Ampulski
- ---------------------------------- -------------------------------------
Date Gary W. Ampulski
President and Chief Executive Officer
(Principal Executive Officer)
September 15, 2003 By: /s/ Michael L. Schmickle
- ----------------------------------- --------------------------------------
Date Michael L. Schmickle
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
28