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, 2001
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_____.
---
As of September 13, 2001, there were 13,019,232 shares of common stock
outstanding.
WORKFLOW MANAGEMENT, INC.
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet..................................... 3
July 31, 2001 (unaudited) and April 30, 2001
Consolidated Statement of Income (unaudited)................... 4
For the three months ended July 31, 2001 and July 31, 2000
Consolidated Statement of Cash Flows (unaudited)............... 5
For the three months ended July 31, 2001 and July 31, 2000
Notes to Consolidated Financial Statements (unaudited)......... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 16
Item 3. Quantitative and Qualitative Disclosure About Market Risk...... 22
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................... 23
Signatures.............................................................. 24
Page 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 2001 2001
------ ----------- --------
(Unaudited)
Current assets:
Cash and cash equivalents $ 3,490 $ 2,126
Accounts receivable, less allowance for doubtful
accounts of $4,215 and $4,027, respectively 95,772 99,576
Inventories 54,853 55,572
Prepaid expenses and other current assets 15,636 15,404
-------- --------
Total current assets 169,751 172,678
Property and equipment, net 52,307 56,423
Goodwill, net 116,807 111,457
Other intangible assets, net 2,278 2,081
Other assets 8,930 8,462
Net assets held for sale 900
-------- --------
Total assets $350,073 $352,001
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term debt $ 810 $ 994
Accounts payable 39,909 33,295
Accrued compensation 9,285 13,053
Accrued additional purchase consideration 5,191 10,283
Accrued restructuring costs 2,019 3,586
Other accrued liabilities 21,015 19,476
-------- --------
Total current liabilities 78,229 80,687
Long-term credit facility 167,499 171,065
Other long-term debt 2,703 4,266
Deferred income taxes 5,146 4,902
Other long-term liabilities 4,126 1,328
-------- --------
Total liabilities 257,703 262,248
-------- --------
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares
authorized, none outstanding
Common stock, $.001 par value, 150,000,000 shares
authorized, 13,018,019 and 12,993,730 issued and
outstanding, respectively 13 13
Additional paid-in capital 52,162 52,041
Notes receivable from officers (4,820) (4,820)
Accumulated other comprehensive loss (3,429) (3,627)
Retained earnings 48,444 46,146
-------- --------
Total stockholders' equity 92,370 89,753
-------- --------
Total liabilities and stockholders' equity $350,073 $352,001
======== ========
See accompanying notes to consolidated financial statements.
Page 3
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
--------------------
July 31, July 31,
2001 2000
-------- --------
Revenues $155,166 $141,829
Cost of revenues 111,213 100,629
-------- --------
Gross profit 43,953 41,200
Selling, general and administrative expenses 36,545 35,254
-------- --------
Operating income 7,408 5,946
Interest expense 3,703 3,542
Interest income (220) (123)
Other income (14) (65)
-------- --------
Income before provision for income taxes 3,939 2,592
Provision for income taxes 1,641 1,074
-------- --------
Net income $ 2,298 $ 1,518
======== ========
Income per share:
Basic $ 0.18 $ 0.12
Diluted $ 0.18 $ 0.11
Weighted average common
shares outstanding:
Basic 13,002 12,891
Diluted 13,069 13,564
See accompanying notes to consolidated financial statements.
Page 4
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
--------------------
July 31, July 31,
2001 2000
-------- --------
Cash flows from operating activities:
Net income $ 2,298 $ 1,518
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense 2,740 2,940
Amortization of deferred financing costs 161 136
Cash paid for restructuring costs (966) (419)
Changes in assets and liabilities (net of assets acquired
and liabilities assumed in business combinations):
Accounts receivable 4,583 15,314
Inventories 849 1,287
Prepaid expenses and other current assets 240 365
Accounts payable 6,193 (8,524)
Accrued liabilities (2,804) (9,650)
-------- --------
Net cash provided by operating activities 13,294 2,967
-------- --------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received (3,624) (3,137)
Cash paid for additional purchase consideration (7,043) (6,288)
Additions to property and equipment (5,053) (3,660)
Cash received on the sale of property and equipment 9,218 42
Cash received for assets held for sale 6,781
Other (1) 21
-------- --------
Net cash used in investing activities (6,503) (6,241)
-------- --------
Cash flows from financing activities:
Proceeds from credit facility borrowings 48,111 31,690
Payments of credit facility borrowings (52,058) (30,581)
Payments of other long-term debt (1,222) (226)
(Payments) proceeds from short-term debt, net (157) 2,457
Payments of deferred financing costs (221)
Proceeds from common stock issued under employee benefit programs 116 284
Issuance of common stock to outside directors 5 25
-------- --------
Net cash (used in) provided by financing activities (5,426) 3,649
-------- --------
Effect of exchange rates on cash and cash equivalents (1) (4)
-------- --------
Net increase in cash and cash equivalents 1,364 371
Cash and cash equivalents at beginning of period 2,126 2,851
-------- --------
Cash and cash equivalents at end of period $ 3,490 $ 3,222
======== ========
(Continued)
Page 5
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
(Continued)
Three Months Ended
------------------
July 31, July 31,
2001 2000
-------- --------
Supplemental disclosures of cash flow information:
Interest paid $ 3,283 $ 4,000
Income taxes paid $ 2,552 $ 5,272
During the three months ended July 31, 2001 and July 31, 2000, the Company paid
a total of $10,667 and $9,425, 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 other acquisition costs are presented as
follows:
Three Months Ended
--------------------
July 31, July 31,
2001 2000
-------- --------
Accounts receivable $ 739 $
Inventories 31
Property and equipment 65 (323)
Intangible assets 3,373 5,303
Accounts payable (348)
Accrued liabilities 6,807 4,445
------- ------
Net assets acquired $10,667 $9,425
======= ======
Non-cash transactions:
. During the three months ended July 31, 2001 and July 31, 2000, the Company
accrued an additional $1,951 and $1,844, respectively, as additional
purchase consideration for earn-outs.
. During the three months ended July 31, 2000, the Company recorded
additional paid-in capital of $6 related to the tax benefit of stock
options exercised.
See accompanying notes to consolidated financial statements.
Page 6
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 1 - NATURE OF BUSINESS
---------------------------
Workflow Management, Inc. (the "Company" or "Workflow Management") is a
leading provider of end-to-end solutions, providing a variety of custom print
products and office supplies and related management services to more than 40,000
businesses in the United States, Canada and Puerto Rico. The Company is
comprised of two main operating divisions: 1) the Workflow Solutions Division,
which provides customers with print management services, including an e-commerce
solution, iGetSmart, designed to minimize the costs of procuring, storing and
using custom print products and office supplies and 2) the Workflow Printing
Division, which prints and produces envelopes, custom business documents,
commercial print, labels, packaging and direct mail literature. Workflow
Management employs approximately 3,200 persons and has 21 manufacturing
facilities in 6 states and 4 Canadian provinces, 18 distribution centers, 7
print-on-demand centers and 73 sales offices.
NOTE 2 - BASIS OF PRESENTATION
-------------------------------
The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of Workflow Management
and the companies acquired in business combinations accounted for under the
purchase method from their respective dates of acquisition.
As used in the Notes to Consolidated Financial Statements, "Fiscal 2002",
"Fiscal 2001", "Fiscal 2000" and "Fiscal 1999" refer to the Company's fiscal
years ending April 30, 2002, April 30, 2001, April 30, 2000 and April 24, 1999,
respectively.
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, 2001.
NOTE 3 - INVENTORIES
--------------------
Inventories consist of the following:
July 31, April 30,
2001 2001
-------- ---------
Raw materials $ 14,883 $ 15,480
Work-in-process 8,809 8,595
Finished goods 31,161 31,497
-------- ---------
Total inventories $ 54,853 $ 55,572
======== =========
Page 7
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 4 - LONG-TERM DEBT
-----------------------
Revolving Credit Facility
The Company entered into a secured revolving credit facility (the "Credit
Facility") underwritten and agented by Fleet Bank with $239,500 available for
working capital and acquisition purposes. The Credit Facility, as amended
through July 31, 2001, is composed of a $190,000 revolver, including a $46,300
sublimit for Canadian borrowings, and a $49,500 amortizing term note. Effective
April 30, 2002, the revolver portion of the Credit Facility will be reduced by
$10,000 to $180,000. The Credit Facility matures on March 10, 2004 and is
secured by substantially all assets of the Company and is subject to terms and
conditions typical of a credit facility of such type and size, including certain
financial covenants, which include a total debt to pro forma EBITDA maximum
("Total Leverage Ratio") of 3.75 to 1.0. Effective April 30, 2002, the Credit
Facility provides an additional covenant of senior, Credit Facility debt to pro
forma EBITDA maximum ("Senior Leverage Ratio") of 3.5 to 1.0. Interest rate
options are available to the Company conditioned on certain leverage tests. The
maximum rate of interest is the prime rate from time to time in effect. The
Credit Facility is also available to fund the cash portion of future
acquisitions, subject to the maintenance of bank covenants and total
availability under the facility. At July 31, 2001, the Total Leverage Ratio
calculated under the Credit Facility was 3.38 to 1.0. The Company could borrow
an additional $18,003 under the Credit Facility for working capital purposes and
remain in compliance with the facility. At July 31, 2001, the Company had
$167,499 outstanding under the Credit Facility, at an annual interest rate of
approximately 7.25%, and up to $72,001 available under the Credit Facility for
acquisitions and working capital purposes subject to compliance with certain
covenants as discussed above. During the three months ended July 31, 2001, the
Company incurred $3,686 in interest expense relating to the Credit Facility.
Page 8
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thcousands, except per share amounts)
(Unaudited)
NOTE 5 - STOCKHOLDERS' EQUITY
-----------------------------
Changes in stockholders' equity during the three months ended July 31, 2001 were
as follows:
Stockholders' equity balance at April 30, 2001 $89,753
Issuance of common stock in conjunction with:
Employee stock purchase program 116
Fees paid to outside members of the Company's Board of Directors 5
Comprehensive income 2,496
-------
Stockholders' equity balance at July 31, 2001 $92,370
=======
Comprehensive Income
The components of comprehensive income are as follows:
Three Months Ended
------------------
July 31, July 31,
2001 2000
-------- --------
Net income $ 2,298 $ 1,518
Other comprehensive income:
Foreign currency translation adjustment 198 (1,098)
-------- --------
Comprehensive income $ 2,496 $ 420
======== ========
Notes Receivable from Officers
During Fiscal 2001 and Fiscal 1999, the Company extended loans to certain
members of management and the Board of Directors ("Stock Loans") for the
purchase, in the open market, of the Company's common stock by those
individuals. The Stock Loans are 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. Upon a change of control of the Company, prior
to maturity, as defined in the notes, the principal amount and accrued interest
outstanding under the Stock Loans will be forgiven. At July 31, 2001, $4,820 and
$544 in principal and interest, respectively, were outstanding.
Page 9
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 6 - 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,
2001 2000
------- --------
Earnings per share:
Net Income $ 2,298 $ 1,518
======= ========
Weighted average number of:
Common shares outstanding 13,002 12,891
Potentially dilutive shares* 67 673
------- --------
Total 13,069 13,564
======= ========
Basic earnings per share $ 0.18 $ 0.12
======= ========
Diluted earnings per share $ 0.18 $ 0.11
======= ========
* 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 4,495 and 1,236
shares of common stock were anti-dilutive and outstanding during the three
months ended July 31, 2001 and July 31, 2000, respectively.
Page 10
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 7 - BUSINESS COMBINATIONS
------------------------------
During the three month period ended July 31, 2001, the Company completed
two business combinations, which were accounted for under the purchase method
for an aggregate purchase price of $3,624 consisting entirely of cash. The total
assets related to these acquisitions were $4,208, including goodwill and other
intangible assets of $3,373. The results of these acquisitions have been
included in the Company's results from their respective dates of acquisition.
During Fiscal 2001, the Company made eight acquisitions accounted for under
the purchase method for an aggregate purchase price of $25,200. The total assets
related to these acquisitions during Fiscal 2001 were $50,775 including
intangible assets of $31,626. The results of these acquisitions have been
included in the Company's results from their respective dates of acquisition.
The majority of the Company's historical acquisitions 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 the acquired companies. During Fiscal 2001, the Company paid $7,698
for additional purchase consideration. During the three months ended July 31,
2001, the Company paid another $7,043 for these earn-out provisions and has an
additional $5,191 accrued for these earn-outs at July 31, 2001. This additional
consideration, whether paid or accrued, has been reflected in the accompanying
balance sheet as goodwill at July 31, 2001.
Following the Company's Fiscal 2000 acquisition of Office Electronics, Inc.
("OEI"), the Company sold certain of OEI's manufacturing divisions and related
assets. Net cash proceeds from these divested assets and divisions totaled
$9,764 and $350 during Fiscal 2001 and the three months ended July 31, 2001,
respectively.
The following presents the unaudited pro forma results of operations of the
Company for the three months ended July 31, 2001 and July 31, 2000, as if the
purchase acquisitions completed since the beginning of Fiscal 2001 had been
consummated at the beginning of Fiscal 2001. The pro forma results of operations
include certain pro forma adjustments including the additional interest expense
for the initial cash consideration and the reductions in executive compensation
at the acquired companies of $69 and $117 for the three months ended July 31,
2001 and July 31, 2000, respectively.
Three Months Ended
------------------
July 31, July 31,
2001 2000
-------- --------
Revenues $155,629 $156,549
Net income 2,360 1,730
Earnings per share:
Basic $ 0.18 $ 0.13
Diluted 0.18 0.13
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 2001 or the results that may occur in the future.
Page 11
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 8 - RESTRUCTURING COSTS
----------------------------
During Fiscal 2001, the Company incurred expenses of $8,292 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 $966 for
severance and utilized an additional $601 for facility closures and asset write-
downs associated with this plan during the three months ended July 31, 2001.
Under the restructuring plan implemented during Fiscal 2001, the Company
intended to terminate and provide severance benefits to 100 employees. During
the fiscal year ended April 30, 2001 and the three months ended July 31, 2001,
the Company terminated and provided severance benefits to 31 and 62 employees,
respectively. The Company anticipates that the remaining 7 out of 100 employees
will be terminated within Fiscal 2002. 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 months ended July 31, 2001.
Facility Severance Other Asset
Closure and and Writedowns
Consolidation Terminations and Costs Total
-------------- ------------- ------------ --------
Balance at April 30, 2001........................................ $ 1,622 $ 1,389 $ 575 $ 3,586
Utilizations.................................................. (1,031) (521) (15) (1,567)
------------- ------------ ----------- -------
Balance at July 31, 2001......................................... $ 591 $ 868 $ 560 $ 2,019
============= ============ =========== =======
Page 12
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 9 - GOODWILL AND OTHER INTANGIBLE ASSETS
---------------------------------------------
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("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 will carry 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 has adopted and applied SFAS
No. 142 as of May 1, 2001, the beginning of the Company's Fiscal Year 2002.
Pursuant to the transition provisions of SFAS No. 142, the Company has six
months from the date of adoption to perform an impairment test of goodwill as of
that date. If it is determined that goodwill was impaired at May 1, 2001, the
Company must immediately recognize the loss as a cumulative effect of a change
in accounting principle in accordance with APB Opinion No. 20 (retroactive to
the first quarter of Fiscal 2002). SFAS No. 142 further requires companies to
test goodwill and other indefinite lived intangible assets on an annual basis
for impairment. The following reconciliation illustrates the impact that the
adoption of SFAS No. 142 had on the Company's net income and earnings per share:
Three Months Ended
------------------
July 31, July 31,
2001 2000
------- -------
Net income:
Reported net income $ 2,298 $ 1,518
Add: Goodwill amortization 369
-------
Adjusted net income $ 2,298 $ 1,887
======= =======
Basic earnings per share:
Reported net income $ 0.18 $ 0.12
Add: Goodwill amortization 0.03
-------
Adjusted net income $ 0.18 $ 0.15
======= =======
Diluted earnings per share:
Reported net income $ 0.18 $ 0.11
Add: Goodwill amortization 0.03
------- -------
Adjusted net income $ 0.18 $ 0.14
======= =======
Weighted average shares outstanding:
Basic 13,002 12,891
Diluted 13,069 13,564
Page 13
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 10 - SEGMENT REPORTING
---------------------------
The Company's operating segments prepare separate financial information
that is evaluated regularly by the Company's Chief Executive Officer, the
Company's operating division Presidents and the Company's Chief Financial
Officer. Operating segments of the Company are defined primarily by the segment
operation's core business function whether it is: a) the procurement and
subsequent distribution of product to the customer, or b) the sale of an
internally manufactured product to the customer. The Company has determined that
its operating activities consist of two reportable operating segments: the
Company's Workflow Solutions Division and the Company's Workflow Printing
Division.
The Company's Workflow Solutions Division represents those subsidiaries of
the Company that procure product, primarily custom print products and office
supplies, and distribute it to customers through one of the Company's
distribution centers or directly from the product's manufacturer. The results of
the Workflow Solutions Division also include transactions with customers
utilizing the Company's proprietary iGetSmart inventory and distribution system.
The Company's Workflow Printing Division represents those subsidiaries primarily
engaged in the sale of products internally manufactured at the Company. The
Workflow Printing Division provides envelopes, commercial print products, custom
forms and documents, annual reports, direct mail pieces, specialty packaging,
labels and advertising specialty products to its customers. The Workflow
Printing Division also provides product to the Company's Workflow Solutions
Division for distribution to customers. Corporate expenses include the costs of
maintaining a corporate office. The Company does not allocate corporate overhead
by segment in assessing performance.
Operating Segments
The following table sets forth information as to the Company's reportable
operating segments:
Three Months Ended
------------------
July 31, July 31,
2001 2000
-------- --------
Revenues:
Workflow Solutions Division $ 74,885 $ 65,513
Workflow Printing Division 83,278 78,716
Intersegment (2,997) (2,400)
-------- --------
Total $155,166 $141,829
======== ========
Operating income:
Workflow Solutions Division $ 4,183 $ 3,108
Workflow Printing Division 4,594 5,496
Corporate (1,369) (2,658)
-------- --------
Total $ 7,408 $ 5,946
======== ========
(Continued)
Page 14
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
July 31, April 30,
2001 2001
-------- ---------
Identifiable assets (at period end):
Workflow Solutions Division $140,019 $ 139,184
Workflow Printing Division 185,303 196,865
Corporate 24,751 15,952
-------- ---------
Total $350,073 $ 352,001
======== =========
Geographic Segments
The following table sets forth information as to the Company's operations in
its different geographic segments:
Three Months Ended
-------------------
July 31, July 31,
2001 2000
-------- --------
Revenues:
United States $119,009 $103,747
Canada 33,676 35,681
Puerto Rico 2,481 2,401
-------- --------
Total $155,166 $141,829
======== ========
Operating income:
United States $ 4,015 $ 2,536
Canada 2,940 3,025
Puerto Rico 453 385
-------- --------
Total $ 7,408 $ 5,946
======== ========
July 31, April 30,
2001 2001
-------- ---------
Identifiable assets (at period end):
United States $291,627 $ 292,373
Canada 54,937 56,573
Puerto Rico 3,509 3,055
-------- ---------
Total $350,073 $ 352,001
======== =========
Page 15
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"
or "Workflow Management") 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
Workflow Management, Inc. (the "Company" or "Workflow Management") is a
leading provider of end-to-end solutions, providing a variety of custom print
products and office supplies and related management services to more than 40,000
businesses in the United States, Canada and Puerto Rico. The Company is
comprised of two main operating divisions: 1) the Workflow Solutions Division,
which provides customers with print management services, including an e-commerce
solution, iGetSmart, designed to minimize the costs of procuring, storing and
using custom print products and office supplies and 2) the Workflow Printing
Division, which prints and produces envelopes, custom business documents,
commercial print, labels, packaging and direct mail literature. Workflow
Management employs approximately 3,200 persons and has 21 manufacturing
facilities in 6 states and 4 Canadian provinces, 18 distribution centers, 7
print-on-demand centers and 73 sales offices.
As used in this Management's Discussion and Analysis of Financial Condition
and Results of Operations, "Fiscal 2002" and "Fiscal 2001" refer to the
Company's fiscal years ending April 30, 2002 and ended April 30, 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 Quarterly Report on Form 10-Q, as well as
the Company's audited consolidated financial statements, and notes thereto, for
the fiscal year ended April 30, 2001 included in the Company's Annual Report on
Form 10-K.
Page 16
Consolidated Results of Operations
Three Months Ended July 31, 2001 Compared to Three Months Ended July 31, 2000
Consolidated revenues increased 9.4%, from $141.8 million for the three
months ended July 31, 2000, to $155.2 million for the three months ended July
31, 2001. The Company's Workflow Solutions Division revenues increased by $9.4
million or 14.3% and its Workflow Printing Division revenues increased by $4.6
million or 5.8% when comparing the three months ended July 31, 2001 to the three
months ended July 31, 2000. The increase in both the Workflow Solutions Division
and Workflow Printing Division was due entirely to the Company's business
combinations consummated after July 31, 2000. During the three months ended July
31, 2001, the Company experienced a 2.2% and a 4.8% internal decline in revenues
at the Workflow Solutions and Workflow Printing Divisions, respectively, when
looking at only those entities that the Company had acquired prior to May 1,
2000. This internal decline in revenues was a result of the slow domestic
economy during the three months ended July 31, 2001. Revenues for the three
months ended July 31, 2001, include revenues from ten companies acquired in
business combinations accounted for under the purchase method after the
beginning of the first quarter of Fiscal 2001 (the "Purchased Companies").
International revenues decreased 5.6%, from $35.7 million, or 25.2% of
consolidated revenues, for the three months ended July 31, 2000, to $33.7
million, or 21.7% of consolidated revenues, for the three months ended July 31,
2001. This decrease in international revenues is a result of a decline in the
value of the Canadian dollar and a slower Canadian economy during the three
months ended July 31, 2001.
Gross profit increased 6.7%, from $41.2 million, or 29.0% of revenues, for
the three months ended July 31, 2000, to $44.0 million, or 28.3% of revenues,
for the three months ended July 31, 2001. The increase in gross profit was
primarily due to the Purchased Companies. The decrease in gross profit as a
percentage of revenues was due to the Workflow Printing Division's commercial
printing, direct mail and envelope operations as each of these product lines
have experienced pressure on their gross margins as a result of competition and
low volumes, which exposed more fixed manufacturing overhead.
Selling, general and administrative expenses increased 3.7%, from $35.3
million, or 24.9% of revenues, for the three months ended July 31, 2000, to
$36.5 million, or 23.6% of revenues, for the three months ended July 31, 2001.
The increase in selling, general and administrative expenses was due to the
Purchased Companies. As a percentage of revenues, selling, general and
administrative expenses decreased due to the significant cost savings associated
with the Company's restructuring plan implemented during the fourth quarter of
Fiscal 2001, which reduced expenses by approximately $1.0 million in the three
months ended July 31, 2001 and a decrease in goodwill amortization expense of
approximately $698,000 as the Company adopted Financial Accounting Standards
Statement ("FASB") No. 142, accounting for "Goodwill and Other Intangible
Assets", which provides that goodwill and indefinite lived intangible assets
will no longer be amortized (See "Note 9 to the Company's Consolidated Financial
Statements").
Interest expense, net of interest income, increased 1.9%, from $3.4 million
for the three months ended July 31, 2000, to $3.5 million for the three months
ended July 31, 2001. This increase in net interest expense was due entirely to
the increased level of debt outstanding during the three months ended July 31,
2001 when compared to the level of debt outstanding for the three months ended
July 31, 2000.
Other income decreased 78.5% from $65,000 for the three months ended July
31, 2000, to $14,000 for the three months ended July 31, 2001. Other income or
expense primarily represents the gains or losses on the sale of property, plant
and equipment or the effects of non-operating, miscellaneous items.
Provision for income taxes increased 52.8% from $1.1 million for the three
months ended July 31, 2000 to $1.6 million for the three months ended July 31,
2001, reflecting effective income tax rates of 41.4% and 41.7%, respectively.
During both periods, 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.
Page 17
Liquidity and Capital Resources
At July 31, 2001, the Company had working capital of $91.5 million. The
Company's capitalization, defined as the sum of long-term debt and stockholders'
equity, at July 31, 2001 was approximately $262.6 million.
Workflow Management uses a centralized approach to cash management and the
financing of its 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
the Company's revolving credit facility. Cash at July 31, 2001, primarily
represented customer collections and in-transit cash sweeps from the Company's
subsidiaries at the end of the quarter.
Workflow Management's anticipated capital expenditures budget for the next
twelve months is approximately $7.5 million for new equipment and maintenance.
During the three months ended July 31, 2001, net cash provided by operating
activities was $13.3 million. Net cash used in investing activities was $6.5
million, including $7.0 million used for additional purchase consideration, $5.1
million used for capital expenditures and $3.6 million used for acquisitions,
which were partially offset by the net proceeds of $9.2 million received on the
sale of property and equipment. Net cash used by financing activities was $5.4
million, which was mainly comprised of $3.9 million in net payments by the
Company on its revolving credit facility used primarily to fund acquisition
activity.
During the three months ended July 31, 2000, net cash provided by operating
activities was $3.0 million. Net cash used in investing activities was $6.2
million, including $6.3 million used for additional purchase consideration, $3.1
million used for acquisitions, $3.7 million used for capital expenditures, which
were partially offset by the collection of $6.8 million for net assets held for
sale. Net cash provided by financing activities was $3.6 million, which included
$1.1 million in net borrowings by the Company on its revolving credit facility
to primarily pay for the additional purchase considerations due under the earn-
outs agreements, $0.2 million in payments of other long-term debt and $2.5 in
net proceeds of short-term debt.
Workflow Management has significant operations in Canada. Revenues from the
Company's Canadian operations accounted for approximately 21.7% of the Company's
total revenues for the three months ended July 31, 2001. As a result, Workflow
Management is 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 the Company's business,
financial condition and results of operations.
The Company entered into a secured revolving credit facility (the "Credit
Facility") underwritten and agented by Fleet Bank with $239.5 million available
for working capital and acquisition purposes. The Credit Facility, as amended
through July 31, 2001, is composed of a $190.0 million revolver, including a
$46.3 million sublimit for Canadian borrowings, and a $49.5 million amortizing
term note. Effective April 30, 2002, the revolver portion of the Credit Facility
will be reduced by $10.0 million to $180.0 million. The Credit Facility matures
on March 10, 2004 and is secured by substantially all assets of the Company and
is subject to terms and conditions typical of a credit facility of such type and
size, including certain financial covenants, which include a total debt to pro
forma EBITDA maximum ("Total Leverage Ratio") of 3.75 to 1.0. Effective April
30, 2002, the Credit Facility provides an additional covenant of senior, Credit
Facility debt to pro forma EBITDA maximum ("Senior Leverage Ratio") of 3.5 to
1.0. Interest rate options are available to the Company conditioned on certain
leverage tests. The maximum rate of interest is the prime rate from time to time
in effect. The Credit Facility is also available to fund the cash portion of
future acquisitions, subject to the maintenance of bank covenants and total
availability under the facility. At July 31, 2001, the Total Leverage Ratio
calculated under the Credit Facility was 3.38 to 1.0. The Company could borrow
an additional $18.0 million under the Credit Facility for working capital
purposes and remain in compliance with the facility. At September 7, 2001, the
Company had $176.1 million outstanding under the Credit Facility, at an annual
interest rate of approximately 6.75%, and up to $63.4 million available under
the Credit Facility for acquisitions and working capital purposes subject to
compliance with certain covenants as discussed above. During the three months
ended July 31, 2001, the Company incurred $3.7 million in interest expense
relating to the Credit Facility.
Page 18
Under the terms of a stock distribution agreement (the "Distribution
Agreement") entered into between the Company and U.S. Office Products in June
1998 when the Company was spun-off from U.S. Office Products (the "Workflow
Distribution"), the Company is obligated, subject to a maximum obligation of
$1.75 million, 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 (the "Indemnification Obligation"). 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.
U.S. Office Products has been named a defendant in various class action
lawsuits. These lawsuits generally allege violations of federal securities laws
by U.S. Office Products and other named defendants during the months preceding
the spin-off. The Company has not received any notice or claim from U.S. Office
Products alleging that these lawsuits are within the scope of the
Indemnification Obligation, but the Company believes that certain liabilities
and costs associated with these lawsuits (up to a maximum of $1.75 million) may
to be subject to the Company's Indemnification Obligation. Nevertheless, the
Company does not presently anticipate that the Indemnification Obligation will
have a material adverse effect on the Company. On March 5, 2001, U.S. Office
Products and most of its United States subsidiaries filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code. The Company cannot predict
whether U.S. Office Products' bankruptcy proceedings will increase the
likelihood that U.S. Office Products will pursue indemnification claims against
the Company for Liabilities resulting from the various lawsuits described above.
The Company entered into a sale-leaseback transaction involving its five
Company-owned buildings during the three months ended July 31, 2001 to reduce
its leverage. Net cash proceeds to the Company after taxes and fees associated
with this transaction are expected to be approximately $6.7 million. The entire
net proceeds were used to pay down debt.
The Company anticipates that its current cash on hand, cash flow from
operations and additional financing available under the Credit Facility will be
sufficient to meet the Company's liquidity requirements for its operations and
acquisition purposes for the next twelve months. The Company expects that
additional financing under the Credit Facility will be sufficient to meet its
long-term liquidity requirements for operations. However, the Company intends to
pursue acquisitions in the next twelve months and thereafter which are expected
to be funded through cash, stock or a combination thereof. The Company may have
to seek additional funding for its long-term liquidity from the issuance of
additional bank debt, the issuance of public debt or the issuance of additional
common stock in the public markets. There can be no assurance that additional
sources of financing will not be required during the next twelve months or
thereafter.
Fluctuations in Quarterly Results of Operations
Workflow Management's envelope and commercial print businesses are subject
to seasonal influences. Both the Company's Workflow Solutions Division and its
Workflow Printing Division are subject to seasonal influences of the potential
lower demand for consumable office products during the summer months which
coincide with Workflow Management's fiscal quarters ending in July. As Workflow
Management continues to complete acquisitions, it may become subject to other
seasonal influences if the businesses it acquires are seasonal. Quarterly
results also may be materially affected by the timing of acquisitions, the
timing and magnitude of costs related to such acquisitions, variations in the
prices paid by the Company for the products it sells, the mix of products sold
and general economic conditions. Moreover, the operating margins of companies
acquired may differ substantially from those of Workflow Management, which could
contribute to further fluctuation in its quarterly operating results. Therefore,
results for any quarter are not necessarily indicative of the results that
Workflow Management may achieve for any subsequent fiscal quarter or for a full
fiscal year.
Page 19
Inflation
The Company does not believe that inflation has had a material impact on
its results of operations during the three month periods ended July 31, 2001 and
July 31, 2000, respectively.
New Accounting Pronouncements
Accounting for Derivative Instruments and Hedging Activities. In June 1998,
the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," in June 2000 ("SFAS No. 133 as
Amended"), effective for the Company's fiscal year beginning January 1, 2001.
This standard requires 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. Effective May 1, 2001, the Company has
implemented SFAS No. 133 as Amended. As of the three months ended July 31, 2001,
SFAS No. 133 as Amended had no impact on the consolidated financial statements.
Factors Affecting the Company's Business
Dependence Upon Acquisitions for Future Growth; Potential Divestitures. One
of the Company's strategies is to increase its revenues and the markets it
serves through the acquisition of additional graphic arts businesses. There can
be no assurance that suitable candidates for acquisitions can be identified or,
if suitable candidates are identified that acquisitions can be completed on
acceptable terms, if at all. Moreover, the consolidation of the North American
graphic arts industry has reduced the number of larger companies available for
sale, which could lead to higher prices being paid for the acquisition of the
remaining domestic, independent companies. In addition, the Company may
determine that its business interests would be best served by selling certain
subsidiaries, assets or operations to third parties. Accordingly, the Company
has in the past considered, and will continue to consider in the future,
divestitures of certain operations or assets to the extent management believes
that such transactions could improve the Company's overall financial condition
and/or future prospects. Any such divestitures would reduce the Company's
revenues. Divestitures could also (i) eliminate certain products or product
lines that the Company has historically offered to its customers and (ii) reduce
or eliminate the Company's presence in certain geographic markets.
Risks Related to Integration of Acquisitions. Integration of acquired
companies may involve a number of special risks that could have a material
adverse effect on the Company's operations and financial performance, including
adverse short-term effects on its reported operating results (including those
adverse short-term effects caused by severance payments to employees of acquired
companies, restructuring charges associated with the acquisitions and other
expenses associated with a change of control, as well as non-recurring
acquisition costs including accounting and legal fees, investment banking fees,
recognition of transaction-related obligations and various other acquisition-
related costs); diversion of management's attention; difficulties with
retention, hiring and training of key personnel; risks associated with
unanticipated problems or legal liabilities; and amortization of acquired
intangible assets. Furthermore, although Workflow Management conducts due
diligence and generally requires representations, warranties and
indemnifications from the former owners of acquired companies, there can be no
assurance that such owners will have accurately represented the financial and
operating conditions of their companies. If an acquired company's financial or
operating results were misrepresented, the acquisition could have a material
adverse effect on the results of operations and financial condition of Workflow
Management.
Risks Related to Acquisition Financing; Additional Dilution. Workflow
Management currently intends to finance its future acquisitions by using cash,
borrowed funds, shares of the Company's common stock (the "Company Common
Stock") or a combination thereof. If the Company Common Stock does not maintain
a sufficient market value, if the price of Company Common Stock is highly
volatile, or if potential acquisition candidates are otherwise unwilling to
accept Company Common Stock as part of the consideration for the sale of their
businesses, Workflow Management may not be able to consummate acquisitions using
Company Common Stock as consideration. Since the Workflow Distribution, the
Company has completed all of its acquisitions using cash consideration. If
Workflow
Page 20
Management does not have sufficient cash resources, its growth could be limited
unless it is able to obtain additional capital through debt or equity offerings.
Material Amount of Goodwill. Approximately $119.1 million, or 34.0% of the
Company's total assets as of July 31, 2001, represents intangible assets, the
significant majority of which is goodwill. Goodwill represents the excess of
cost over the fair market value of net assets acquired in business combinations
accounted for under the purchase method. Due to the newly issued Financial
Accounting Standards Board Statement ("FASB") No. 142, the Company no longer
deducts goodwill amortization against earnings. The Company adopted Statement
No. 142 effective May 1, 2001, which is the first day of Fiscal 2002. For all
fiscal years prior to Fiscal 2002, the Company amortized goodwill using a
straight-line method over a period of 40 years with the amount amortized in a
particular period constituting a non-cash expense that reduces the Company's net
income. Under the new FASB Statement No. 142 and as previously required, the
Company must periodically evaluate the recoverability of goodwill by reviewing
the anticipated undiscounted future cash flows from the operations of the
acquired companies and comparing such cash flows to the carrying value of the
associated goodwill. If goodwill becomes impaired, Workflow Management would be
required to write down the carrying value of the goodwill and incur a related
charge to its income. A reduction in net income resulting from the write down of
goodwill could have a material and adverse impact upon the Company's net income
or the market price of the Company Common Stock.
Risks Associated with Canadian Operations. Workflow Management has
significant operations in Canada. Revenues from the Company's Canadian
operations accounted for approximately 21.7% and 24.0% of the Company's total
revenues for the three months ended July 31, 2001 and the fiscal year ended
April 30, 2001, respectively. As a result, Workflow Management is subject to
certain risks inherent in conducting business internationally, including
fluctuations in currency exchange rates. Workflow Management is 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
the Company's Canadian operations, significant revenues and expenses are
denominated in Canadian dollars. Changes in exchange rates may have a
significant effect on the Company's business, financial condition and results of
operations. Workflow Management does not currently engage in currency hedging
transactions.
For additional risk factors, refer to the Company's Annual Report on Form 10-K
for the year ended April 30, 2001.
Page 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company's financial instruments include cash, accounts receivable,
accounts payable and long-term debt. Market risks relating to the Company's
operations result primarily from changes in interest rates. The Company's
borrowings are primarily dependent upon LIBOR rates. The estimated fair value of
the Company's long-term debt approximated its carrying value at July 31, 2001.
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 cost to the
Company. The Swap's effective date is August 1, 2001 with a termination date of
March 10, 2004. The Company exchanged its variable interest rate on $100.0
million in Credit Facility debt for a fixed 3-month LIBOR of approximately 5.10%
plus the Company's interest rate spread under its 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 $100.0 million notional principal amount established in
the Swap. As a result, while this hedging arrangement is structured to reduce
the Company's exposure to interest rate increases, it also limits the benefit
the Company might otherwise have received from any interest rate decreases. This
Swap will be cash settled quarterly, with interest expense adjusted for amounts
paid or received. If 3-month LIBOR were to increase or decrease by 1.0%, the
impact to the Company would be a savings of $1.0 million in interest expense or
an additional interest expense of $1.0 million over the interest charged on
$100.0 million in debt under the variable 3-month LIBOR.
Page 22
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 Amendment No. 4 to Amended and Restated Credit Agreement, dated as
of July 26, 2001 among, Workflow Management Inc., Data Business
Forms Limited, Various Lending Institutions and Fleet National Bank,
as Administrative Agent.
(b) Reports on Form 8-K
None.
Page 23
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 14, 2001 By: /s/ Thomas B. D'Agostino, Sr.
------------------------ ------------------------------
Date Thomas B. D'Agostino, Sr.
Chairman of the Board, Director, President
and Chief Executive Officer (Principal
Executive Officer)
September 14, 2001 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)
Page 24