UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2002
Commission file number 0-24383
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1507104
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
240 Royal Palm Way, Palm Beach, Florida 33480
(Address of principal executive offices) (Zip Code)
(561) 659-6551
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g)of the Exchange Act:
Common Stock
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No____
---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [x]
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of June 5, 2002: $42,172,296.
The number of shares of common stock of the registrant outstanding as
of June 5, 2002: 13,145,655.
PART I
Unless indicated otherwise, "Workflow," the "Company," "we," "us" and
"our" refer to Workflow Management, Inc. and its subsidiaries. The following
discussion is qualified in its entirety by the detailed information, including
"Risk Factors" in Item 1 and the consolidated financial statements of Workflow
in Item 8 appearing elsewhere in this Form 10-K. This Form 10-K contains
forward-looking statements that involve risks and uncertainties. When used
herein, the words "anticipate," "believe," "estimate," "expect," "plan" and
similar expressions are intended to identify such forward-looking statements.
The Company's actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in "Item 1. Business - Risk Factors," "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" and those discussed elsewhere in this Form 10-K.
In this Form 10-K, "Fiscal 2000," "Fiscal 2001" and "Fiscal 2002" refer
to our fiscal years ended April 30, 2000, 2001 and 2002, respectively. Prior to
Fiscal 2000, our fiscal year ended on the last Saturday in April each year,
however, during Fiscal 2000, our board of directors approved changing our fiscal
year-end date to April 30th of each year. As a result of this change, Fiscal
2002 and Fiscal 2001 were both comprised of 365 days, as compared to 372 days
for Fiscal 2000.
Item 1. Business
Spin-off Transaction
Workflow was incorporated in the state of Delaware on February 13,
1998. The Company currently conducts its operations through 24 direct or
indirect United States and Canadian subsidiaries. The principal executive
offices of the Company are located at 240 Royal Palm Way, Palm Beach, Florida
33480. Workflow's telephone number is (561) 659-6551.
Workflow was formed by U.S. Office Products Company, a Delaware
corporation ("U.S. Office Products"), in connection with U.S. Office Products'
strategic restructuring plan that closed in June 1998 (the "Strategic
Restructuring Plan"). As part of its Strategic Restructuring Plan, U.S. Office
Products (i) transferred to the Company substantially all the assets and
liabilities of U.S. Office Products' Print Management Division and (ii)
distributed to holders of U.S. Office Products common stock ("U.S. Office
Products Common Stock") 14,642,981 shares (the "Workflow Distribution") of the
Company's common stock, par value $.001 per share (the "Company Common Stock")
pursuant to the terms of a distribution agreement. Holders of U.S. Office
Products Common Stock were not required to pay any consideration for the shares
of Company Common Stock they received in the Workflow Distribution. The Workflow
Distribution occurred on June 9, 1998.
Company Overview
We are the largest distributor of printed business products in North
America and we are also a leading provider of end-to-end business management
outsourcing solutions that allow our customers to control all of their print
related costs. We produce and distribute a full range of printed business
products and provide related management services to approximately 43,000
customers in North America ranging in size from small businesses to Fortune 100
companies. As a procurement, logistics and distribution manager for document,
print and office products, we serve as the primary source of these business
supplies for our customers. According to Print Solutions Magazine, in 2001 we
ranked as the top distributor in the document products industry based on
revenues. We operate through two divisions: Workflow Solutions, which provides
our customers with an integrated set of services and information tools that
reduces the costs of procuring, storing, distributing and using printed business
products; and Workflow Printing, which produces custom business documents,
envelopes/direct mail, commercial printing, specialty packaging, and labels and
signs. We operate 18 manufacturing facilities, 15 distribution centers, 8
print-on-demand centers and 63 sales offices throughout North America, with
total assets of $358.2 million and approximately 3,000 full-time employees at
April 30, 2002. For Fiscal 2002, our revenues, Adjusted EBITDA(1) and net income
were $640.1 million, $40.1 million and $9.2 million, respectively. Since Fiscal
1998, our revenues, Adjusted EBITDA and net income have increased at compounded
annual growth rates ("CAGR") of 16.0%, 11.5% and 2.9%, respectively.
(1) Adjusted EBITDA is defined as operating income plus depreciation and
amortization adjusted to exclude the effect of the costs related to the
abandoned initial public offering of our subsidiary iGetSmart.com, Inc.
of $1.7 million in Fiscal 2001 and the restructuring costs, strategic
restructuring plan costs and non-recurring acquisition costs we expensed
of $8.3 million, $1.5 million, $3.8 million and $2.6 million in Fiscal
2001, Fiscal 2000, Fiscal 1999 and Fiscal 1998, respectively. Adjusted
EBITDA is a basis upon which we assess our financial performance.
Adjusted EBITDA is not intended to represent cash flow from operations in
accordance with generally accepted accounting principles ("GAAP") and
should not be used as an alternative to net income as an indicator of
operating performance or to cash flow as a measure of liquidity. Adjusted
EBITDA is not necessarily comparable to other similarly titled captions
of other companies due to potential inconsistencies in the method of
calculation.
2
Workflow Solutions Division
Our Workflow Solutions Division is the largest distributor of printed
business products in North America and a leading provider of related outsourced
business management services, which include vendor-neutral custom print
sourcing, workflow consulting and integrated storage and distribution services.
During Fiscal 2002, this division generated $314.6 million of revenues
(excluding $4.9 million of intracompany revenues), representing 49.2% of our
revenues, and $20.5 million of Adjusted EBITDA before corporate overhead(2)
which is not allocated to our divisions. Of these revenues, $185.9 million, or
59.1%, were generated from customers who have fully integrated our proprietary
web-based GetSmart(R) system. Since introducing GetSmart(R) in 1987, we believe
that substantially all of our GetSmart(R) customers continue to utilize the
system in their ongoing operations. This division has over 500 sales and
customer service representatives that service a stable and diversified base of
approximately 23,000 customers. This customer base includes Aetna, the American
Heart Association, Banco Popular, Barneys of New York, Brookstone, Busch
Gardens, Canon, Credit Suisse First Boston, Dollar General, Family Dollar
Stores, Federated Department Stores, Grainger, Group Health, Health Insurance
Plan of NY, KB Toys, Kraft Foods, Rent-A-Center, and Wells Fargo, many of whom
have been our customers for over 10 years. We were ranked the top distributor of
document products in the financial services, medical and retail sectors in 2001
by Print Solutions Magazine. In addition, Print Solutions has recognized us as
the top distributor for commercial printing, forms and labels and tags.
According to CAP Ventures, Inc., an industry research firm, the direct
cost of printed business products represents only a small portion of a typical
company's total annual print budget while the cost of procuring, managing,
storing, using and distributing printed business products accounts for the
overwhelming majority of such budget. As a result, outsourcing of document
management is expected to grow at 12.5% per year according to CAP Ventures. By
outsourcing non-core print related operations, our customers decrease their
costs and improve control over their print related expenditures by (i)
leveraging our nationwide network of approximately 8,000 print vendors,
including our own manufacturing facilities, (ii) establishing more efficient
inventory levels, and (iii) consolidating requisitions, productions and
deliveries. We utilize our proprietary distribution management system,
GetSmart(R), to provide our customers automated, vendor-neutral inventory
management and order fulfillment services. In addition, GetSmart(R) connects our
customers with a broad network of independent vendors and over 900,000 SKUs of
customized print products and offers our customers web-based access to our
nationwide warehousing network to further facilitate the ordering, storage and
shipment of their printed business and office supplies.
Workflow Printing Division
Our Workflow Printing Division manufactures and prints a full range of
products for approximately 20,000 customers through our 26 North American
manufacturing and print-on-demand facilities. We are one of the leading printers
of envelopes in New York, New Jersey and Pennsylvania, one of the largest
commercial printers and direct mail houses in California, and the largest
document printer in Canada. In Fiscal 2002, this division generated $325.5
million of revenues (excluding $8.3 million of intracompany revenues),
representing approximately 50.8% of our total revenues, and $25.8 million of
Adjusted EBITDA before corporate overhead which is not allocated to our
divisions. Our diversified customer base includes: ADP, Alaska Airlines,
Ameritrade, Bank of Montreal, Chase Manhattan Bank, Citibank, Fleet Bank, Hartz
Mountain, Merrill Lynch, Metropolitan Life, Salomon Smith Barney, Shell Canada,
Toronto Dominion Bank, and Travelers Insurance, many of whom have been our
customers for over 10 years. This division's extensive product line includes:
(i) envelopes, including specialty envelopes for use in credit card
solicitations, monthly statements, annual reports, direct mail and airline
itinerary jackets, (ii) custom documents, such as invoices, purchase orders and
checks, (iii) commercial printing, such as product and corporate brochures,
catalogs and directories, (iv) direct mail literature, (v) specialty packaging,
(vi) labels and signs, including high quality silkscreen and flexographic labels
and signs, and (vii) print-on-demand, such as that provided by our on-line
document management system. This division also offers design services to our
customers utilizing several digital pre-press systems for converting text and
graphics to film and plates prior to printing. Our printing operations, combined
with our extensive vendor network and distribution capabilities, give us broad
flexibility to meet our customers' demand for printed products.
(2) Adjusted EBITDA before corporate overhead is defined as operating income
plus depreciation and amortization adjusted to exclude the effect of the costs
related to the abandoned initial public offering of our subsidiary
iGetSmart.com, Inc. of $1.7 million in Fiscal 2001 and the restructuring costs,
strategic restructuring plan costs and non-recurring acquisition costs we
expensed of $8.3 million, $1.5 million , $3.8 million and $2.6 million in Fiscal
2001, Fiscal 2000, Fiscal 1999 and Fiscal 1998, respectively, and excludes
corporate overhead which is not allocated to our divisions. Adjusted EBITDA
before corporate overhead is a basis upon which we assess our financial
performance. Adjusted EBITDA is not intended to represent cash flow from
operations in accordance with GAAP and should not be used as an alternative to
net income as an indicator of operating performance or to cash flow as a measure
of liquidity. Adjusted EBITDA is not necessarily comparable to other similarly
titled captions of other companies due to potential inconsistencies in the
method of calculation and excluding the allocation of corporate overhead.
3
Industry Overview
Business Processing Outsourcing Industry
According to Gartner Group, the U.S. business processing outsourcing
industry has grown to over $76 billion in 2001 as companies continue to
streamline operations, reduce costs and focus on their core competencies. Of the
many business processes targeted for outsourcing, office management services
related to printed business communications have become a major focus, accounting
for approximately $819 billion in costs in 2001 according to CAP Ventures.
Companies have begun to focus on outsourcing not only the $117 billion in
printed business communication product costs, but also the $702 billion in costs
related to printed business communications processes such as the management,
storage, distribution, procurement and use of printed business products and
documents. According to CAP Ventures, this trend towards outsourcing a greater
proportion of the printed business communications process has created rapid
growth in the print-on-demand market and the document outsourcing industry is
expected to grow from $28 billion in revenues in 2000 to over $50 billion in
2005, representing a CAGR of 12.5%. Business process outsource providers are
typically small to medium sized document and forms distributors and diversified
print management companies, as well as technology companies that have attempted
to leverage their capabilities to provide a total outsourcing solution.
Printing Industry
The printing industry is one of the largest industries in the United
States, with total annual U.S. sales in 2001 of approximately $159 billion and a
CAGR of 3.8% since 1996 according to Printing Industry of America, Inc. General
printing services include commercial printing, financial printing, book
publishing, quick printing and the production of business documents, greeting
cards and other stationery-type products. As the printing industry's growth rate
has slowed in recent years and competitive pressures have increased, there has
been a gradual trend toward consolidation in the industry; however, the industry
remains extremely fragmented with approximately 46,000 printing businesses
nationwide. According to Printing Industry of America, the largest segments of
the industry in which we compete are (i) general commercial printing, including
direct mail advertising, which generated over $53 billion in U.S. sales in 2001
and has grown at a CAGR of 4.3% since 1996 and (ii) packaging printing,
including envelopes, flexible packaging and paper boxes, which generated over
$22 billion in U.S. sales in 2001 and has grown at a CAGR of 5.1% since 1996. In
these segments, the market is generally serviced by privately owned printers
that typically employ fewer than 20 people. We believe no company accounted for
more than 5% of total industry sales in 2001.
Our Competitive Strengths
We believe that our business is characterized by the following
competitive strengths:
Full-Service Provider of High Quality, Value Added Services and
Products. We are a full-service provider of one of the broadest and most
complete offerings of quality services and products in our industry. By offering
an integrated single source solution to address both outsourcing and print
manufacturing needs, we enable our customers to streamline their internal
document processes, reduce their costs and enhance their printed business
communications. Our GetSmart(R) system provides our customers with
vendor-neutral access to over 7,000 suppliers, which allows for a competitive
bidding process and lower costs. In addition, through GetSmart(R), our customers
can reduce costs and identify process improvements by (i) managing their cost
centers, (ii) monitoring product activity, (iii) entering product orders, and
(iv) generating reports on usage trends, dollar expenditures, order histories,
inventory information and low stock notices. In Fiscal 2002, approximately
18,000 customers generating $185.9 million in revenues utilized the GetSmart(R)
system. Through our print manufacturing facilities, we can print virtually
anything, from business cards to premium full-color brochures and annual reports
and from basic envelopes to highly customized direct mailers. We offer a broad
range of services that are tailored to the needs of our customers, including
digital pre-press technology.
Proven, Diversified Business Model. We currently operate one of the
largest print manufacturing and distribution networks in North America, with 41
print manufacturing and distribution facilities. From Fiscal 1998 to Fiscal
2002, our revenues, Adjusted EBITDA and net income increased at CAGRs of 16.0%,
11.5% and 2.9%, respectively. Our Solutions Division experienced rapid growth
with revenues increasing from $104.5 million in Fiscal 1998 to $314.6 million in
Fiscal 2002, representing a CAGR of 31.7%. During the same period, our Solutions
Division's Adjusted EBITDA before corporate overhead increased from $6.5 million
to $20.5 million, representing a CAGR of 33.3%. Our Printing Division
demonstrated stable revenues, increasing from $248.9 million in Fiscal 1998 to
$325.5 million in Fiscal 2002, representing a CAGR of 6.9%. During the same
period, our Printing Division's Adjusted EBITDA before corporate overhead
increased from $20.7 million to $25.8 million, representing a CAGR of 5.6%. We
believe that our diverse customer base and revenue sources will provide not only
stable cash flows, but also mitigate any single customer risk. For Fiscal 2002,
no single customer accounted for more than 4% of our total revenues.
4
Strong, Long-Term Customer Relationships. We sell our products to
approximately 43,000 customers and we maintain long-term strategic relationships
with leading financial institutions, health care providers and insurers, and
consumer product companies. Our ten largest customers for Fiscal 2002 included:
ADP, the American Heart Association, Banco Popular, Bank of Montreal, Citigroup,
Dollar General, Health Insurance Plan of NY, KB Toys, Kraft Foods, and
Rent-A-Center. The length of our relationships with our ten largest Fiscal 2002
customers averages approximately 10 years. Additionally, since introducing
GetSmart(R) in 1987, we believe that substantially all of our GetSmart(R)
customers continue to utilize the system in their ongoing operations. By
maintaining a strong base of long-term customer relationships, we are better
able to manage our costs and invest to grow our business.
Experienced Management Team. Our senior management team, which consists
of our four executive officers and nine key managers of our operating
subsidiaries, has an average of approximately 19 years of service in the print
industry. Our Chairman, President and Chief Executive Officer, Thomas B.
D'Agostino, Sr., has spent over 30 years in the printing industry. Collectively,
this management team has over 240 years of experience in the printing industry
and an average tenure with us of 12 years.
Our Business Strategy
The principal features of our business strategy are outlined below:
Tailor End-to-End Solutions to Customer Needs. We believe we are one of
the few printing and document management companies that has successfully
marketed creative, production and distribution services to address
customer-specific printing and processing needs. As the printing industry
continues to change, particularly as a result of the Internet, the needs of our
customers continue to evolve. We have adapted our strategy to continue to meet
these demands through GetSmart(R), our electronic inventory and distribution
management system. Our goal is to expand our market share of both new and
existing customers by continuing to offer comprehensive, distinct and customized
solutions. We believe that this full service strategy will enhance our internal
growth rate as we capitalize on our market expertise.
Utilize Our Extensive Distribution Network to Capitalize upon the
Expanding Outsourcing Market. The outsourcing market continues to grow as
businesses streamline operations, reduce costs and focus on core competencies.
According to recognized industry sources, U.S. companies with annual revenues
greater than $500 million will on average spend 7% of their revenue on
outsourcing. We believe that companies are seeking to reduce operating costs by
outsourcing the management of their purchasing, sourcing, distribution and
fulfillment processes. We also believe that these customers want to align
themselves with printing businesses that have a significant national presence
and a wide range of capabilities to offer both commercial print and other
essential print-related services. We intend to expand our revenues by leveraging
our top ranked national distribution network and our over 900 sales and customer
service representatives. In addition, we will continue to cross sell GetSmart(R)
to our printing customers so that they further realize the benefits of increased
fulfillment and document management services provided by this solution.
Selectively Pursue Strategic Acquisitions to Expand Our Customer Base.
The highly fragmented industry in which we operate offers significant
opportunity for additional acquisitions. We believe opportunities exist both to
consolidate market share and to broaden our product offerings in our markets. We
intend to focus on acquisitions within our geographic markets, which will
leverage our existing outsourcing, production and distribution capabilities
without incurring significant additional overhead costs. We intend to finance
these acquisitions primarily through cash flows from operations and/or from the
issuance of Common Stock. Pursuing a controlled acquisition strategy will allow
us to acquire new customers likely to purchase our value added print solution
services and create operating efficiencies and increase economies of scale.
5
Product Lines
The following table sets forth the amount of the Company's revenues (in
thousands), net of intersegment revenues, derived from its reportable operating
segments:
Fiscal
--------------------------------------------------
2002 2001 2000
-------------- -------------- --------------
Workflow Solutions Division $ 314,648 $ 286,396 $ 221,795
Workflow Printing Division 325,436 316,882 325,266
-------------- -------------- --------------
Total $ 640,084 $ 603,278 $ 547,061
============== ============== ==============
See Notes to Consolidated Financial Statements in the Company's financial
statements included in Item 8 in this Form 10-K for additional segment and
geographic information.
Workflow Solutions Division
Product Offerings. The Workflow Solutions Division offers customers a
wide variety of products through our more than 500 sales and customer service
representatives and a nationwide network of over 8,000 vendors. These products
include:
. commercial printing, including design and pre-press;
. corporate stationery;
. direct mail;
. data mailers and envelopes;
. electronic forms;
. continuous, snap-apart forms and cut sheets;
. tags and labels;
. computer paper, supplies and accessories;
. office supplies and furniture; and
. promotional products and advertising specialties.
Print Management Outsourcing Services. We support the product offerings
of the Workflow Solutions Division with a selection of value-added services. For
many businesses, the costs of managing, storing and using printed products
exceed their purchase price. We seek to control our customers' costs and improve
efficiency by providing systems analysis, design, and facilities and inventory
management services. We deliver our print management services through
GetSmart(R), our proprietary computerized transaction and information system. We
typically do not charge a separate fee for these management services, but
instead tailor our product pricing to reflect the services provided.
The GetSmart(R) system provides transaction, reporting and control
capabilities to our customers. Customers can access GetSmart(R) either off-line,
through sales and customer support personnel, or on-line, through wide area
network, dial-up, leased-line, and Internet connections. We believe this array
of delivery options makes GetSmart(R) attractive by automating many of the
time-consuming steps of the procurement cycle, increasing productivity and
reducing operating costs. Customers of every size and complexity also benefit by
improved inventory controls and increased focus on core competencies.
GetSmart(R) can generate more than 200 real-time and periodic reports
to customers. These reports detail, summarize, and analyze purchases, inventory
levels, utilization rates, and billing by cost center, product, and product line
to meet each customer's specific needs. Reports can be viewed on-screen in real
time, printed at the customer's premises, printed remotely and delivered to a
customer, or transmitted electronically for further processing by a customer's
internal management information system. The GetSmart(R) system maintains five
years of historical data on-line for comparative reports and analyses. In
addition, GetSmart's(R) base line pricing report routinely analyzes changes in
prices charged to customers, an analysis we believe is unique in the industry.
GetSmart(R) also provides customers with a system of management controls for
certain services. Customers may control cost center access with passwords,
allocate inventories to cost centers, limit the transacting and reporting
authority of each cost center by product or product line, constrain purchases
and requisitions to amounts budgeted for each cost center, and suspend
transactions until they are reviewed and approved.
6
Workflow Printing Division
The Workflow Printing Division produces the following principal
products through our manufacturing facilities:
Envelopes. We offer a complete line of conventional and specialty
envelopes for applications such as billing, credit card solicitations, annual
reports, proxy solicitations, direct mail and airline tickets. Our envelopes are
of varying sizes and specialized materials, with constructions including wallet
flap, flat mailer, safety fold, peel and seal, clasp, button and string, window,
expansion and continuous. We customize dimensions, materials, construction and
graphics to customers' specific requirements.
Custom Documents. We offer a complete line of custom and stock
documents, such as invoices, purchase orders, money orders and bank drafts.
These documents may be fan-folded, roll-fed, snap-apart or cut-sheet, and
manufactured to specification with respect to content, size, plies, paper and
inks.
Commercial Printing. Our commercial printing line includes products
such as corporate brochures, catalogs, directories, calendars, posters, point of
purchase displays and promotional products. These products are designed and
manufactured to customers' requirements. This division provides a variety of
custom services, including art direction, digital and conventional design,
layout, illustration, photography and production.
Direct Mail. Our direct mail operations are equipped to handle the
design, management and lettershop needs of individual direct mail projects and
ongoing campaigns. Our capabilities include conventional and electronic
pre-press, full web and sheetfed printing, data processing and laser printing,
and extensive bindery and lettershop services.
Specialty Packaging. Our packaging operations include the design, print
and manufacture of folding boxes, plastic packaging, corrugated boxes, "window"
box packaging and patented collapsible, re-useable cartons. Statistical process
control and waterless lithography printing are utilized for these products.
Labels and Signs. We offer a wide range of label and signs from product
and packaging labels to bumper stickers, outdoor signs and backlit vending
machine facings. The processes utilized include die cut and digital cut vinyl,
flexographic and screen printing.
Print-on-Demand. Our print-on-demand services allow customers to have
their materials printed immediately direct-from-file, thereby bypassing the
usual pre-production steps of film and plates. Files can be accepted in a wide
variety of formats and program platforms either on disk or through the Internet.
This technology is designed for customers who need fast turnaround times and
shorter print runs.
Operations
Sales. We sell products directly to end-users, as well as to
distributors and brokers who re-sell to end-users. We currently employ more than
900 sales representatives and customer service personnel in 63 sales offices
throughout North America. A majority of our sales representatives are
compensated primarily through commissions based on either product sales or gross
margins, and have entered into written agreements that limit their ability to
solicit or accept business from our customers following a termination of
employment.
Distribution. Products purchased by our customers are either shipped
directly to customers or held in inventory and shipped as requisitioned by
customers. Finished goods we purchase from manufacturers and wholesalers are
either shipped directly to customers by vendors, or shipped to, stored in, and
shipped from one of our distribution centers. We lease our 15 distribution
centers and rent additional warehouse space as necessary. We employ
approximately 300 distribution personnel. Products are transported from our
suppliers and to our customers by UPS and other short-haul, regional, contract
and custom carriers, as well as by air and ground courier services.
Manufacturing. We operate 18 manufacturing facilities in 6 states and 4
Canadian Provinces. These plants employ more than 1,500 manufacturing personnel
and utilize over 226 presses and other machines. Our broad line of envelopes and
packaging is manufactured in four plants located in New York, New Jersey and
Pennsylvania. Our Canadian facilities produce documents, commercial print and
labels throughout the country. Our commercial print and direct mail facilities
are located in southern California and our specialty label plant is located in
west Columbia, South Carolina. In addition, we operate a network of 8
print-on-demand facilities, providing digital imaging and litho quick printing.
We also operate several conventional and digital pre-press systems for
converting text and graphics to film and plates prior to printing. Among these
pre-press capabilities are several state-of-the-art digital systems which
enhance overall production efficiency and provide high-process capabilities to
customers.
7
Purchasing. Our Workflow Solutions Division purchases finished goods
for resale to customers. In addition to our manufacturing facilities operated by
our Printing Division, we have more than 8,000 suppliers of finished goods,
including, among the largest, Hano Document Printers, Inc., Highland Computer
Forms, Inc., Times Printing Co., Inc., Repacorp Label Products, Inc., and United
Computer Supplies, Inc.
Our Workflow Printing Division purchases raw materials such as paper
stock, ink, stock envelopes, adhesives, plates, film, chemicals and cartons from
a variety of manufacturers and resellers. These materials are purchased
job-by-job or under contracts with terms of up to two years. Longer-term supply
contracts generally specify services to be provided and may guarantee product
availability, but typically reserve to vendors the right to adjust prices as
required by market conditions. The largest suppliers of paper stock to our
Workflow Printing Division are Unisource, Tri-State Envelope Corp., Williamette
Industries, Inc., New York Envelope Corp. and Weyerhauser of Canada.
Customers
We have approximately 43,000 customers ranging in size from small
businesses to Fortune 100 companies, including financial institutions, health
care providers and insurers, and consumer product companies. Some of our
significant customers include: ADP, the American Heart Association, Banco
Popular, Bank of Montreal, Citigroup, Dollar General, Health Insurance Plan of
NY, KB Toys, Kraft Foods, and Rent-A-Center.
Competition
Our industry is highly competitive and fragmented. Most of our
Solutions Division's competitors are small to medium sized document and forms
distributors and diversified print management companies, as well as technology
companies that have attempted to leverage their capabilities to provide a total
outsourcing solution. Our Printing Division competes against a number of large,
diversified and financially stronger printing companies, as well as regional and
local commercial printers, many of which are capable of competing with us in
both volume and production quality. Although we believe customers are price
sensitive, we also believe that customer service and high quality products are
important competitive factors. We believe we provide premium quality and
customer service while maintaining competitive prices through stringent cost
control efforts. The main competitive factors in our markets are customer
service, product quality, reliability, flexibility, technical capabilities and
price. We believe we compete effectively in each of these areas.
Employees
We currently have approximately 3,000 full-time and 200 part-time
employees, including approximately 900 in sales and sales support and over 1,500
in print production. Approximately 22.4% of our approximately 2,000 U.S. and
Puerto Rican employees and approximately 50.5% of our approximately 1,200
Canadian employees are represented by labor unions.
Intellectual Property
We have 15 federally registered trademarks in the U.S. and 7 pending
registrations, and we have 45 federally registered trademarks in Canada and 1
pending registration. We believe that our trademarks and other proprietary
rights are material to the operations of our business. We regard our GetSmart(R)
software as proprietary, and we rely on a combination of copyright and trademark
laws, trade secrets, confidentiality agreements and contractual provisions to
protect these rights. We do not believe that any of our software, trademarks or
other proprietary rights are being infringed by third parties, or that they
infringe proprietary rights of third parties.
Environmental Regulations
The Company's operations and real property are subject to United States
and Canadian federal, state, provincial and local environmental laws and
regulations, including those governing the use, storage, treatment,
transportation and disposal of solid and hazardous materials, the emission or
discharge of such materials into the environment, and the remediation of
contamination associated with such disposal or emissions (the "Environmental
Laws"). Certain of these laws and regulations may impose joint and several
liability on lessees and owners or operators of facilities for the costs of
investigation or remediation of contaminated properties, regardless of fault or
the legality of the original disposal.
The past and present business operations of the Company that are
subject to the Environmental Laws include the use, storage, handling and
contracting for recycling or disposal of hazardous and nonhazardous materials
such as washes, inks, alcohol-based products,
8
fountain solution, photographic fixer and developer solutions, machine and
hydraulic oils, and solvents. Workflow generates both hazardous and
non-hazardous waste.
Limited environmental investigations have been conducted at certain of
the Company's properties. Based on these investigations and all other available
information, management believes that the Company's current operations are in
substantial compliance with the Environmental Laws. The Company is not aware of
any liability under the Environmental Laws that the Company believes would have
a material adverse effect on the Company's business, financial condition or
results of operations. No assurance can be given, however, that all potential
environmental liabilities have been identified or that future uses, conditions
or legal requirements (including, without limitation, those that may result from
future acts or omissions or changes in applicable Environmental Laws) will not
require material expenditures to maintain compliance or resolve potential
liabilities.
Executive Officers
Thomas B. D'Agostino, Sr., age 60, has served as the Chairman of our
Board of Directors since February 1998. He has simultaneously served as our
President and Chief Executive Officer for the greater part of his tenure as the
Chairman of the Board and he currently serves in this role. Mr. D'Agostino, Sr.
was President of SFI Corp. ("SFI Corp."), an office consumables distribution
company and predecessor of SFI of Delaware, LLC ("SFI"), one of our principal
subsidiaries, and SFI Corp.'s predecessor company, Forms & Peripherals, Inc.,
from 1972 until 1998. He was appointed President of U.S. Office Products
Company's Print Management Division in January 1997 when U.S. Office Products
Company acquired SFI. We were spun-off from U.S. Office Products Company on June
9, 1998.
Thomas B. D'Agostino, Jr., age 35, has served as the President of the
Workflow Solutions Division since December 1998 and as a member of our Board of
Directors since 1999. He has also served as President and Chief Executive
Officer of our iGetSmart.com, Inc. subsidiary since August of 1999. Mr.
D'Agostino, Jr. also served briefly as our Co-President during Fiscal 2001. He
served as President of SFI from 1998 to December 1999 and as Vice President of
Sales of SFI from 1997 until 1998. From 1995 to 1997, he served as President of
our former subsidiary, Hano Document Printers, Inc. ("Hano"), a business forms
manufacturing company.
Steve R. Gibson, age 42, was appointed President of our Workflow
Printing Division on May 1, 2001 and has served as a member of our Board of
Directors since 1999. Prior to this appointment, Mr. Gibson has served us at
various times since April 1998 in the capacities of President, Chief Executive
Officer, Co-President, Executive Vice President and Chief Financial Officer.
From February 1997 until April 1998, Mr. Gibson was President of Cortez
Financial Services, Inc., an investment banking company. From May 1985 until
February 1997, he was employed in various positions at NationsBank Corporation,
a predecessor to Bank of America, ultimately serving as Senior Vice President.
Mr. Gibson is currently a director of Cortez III Service Corporation, an
ESOP-owned government services provider, and serves as Chairman of its
Compensation Committee.
Michael L. Schmickle, age 32, was appointed an Executive Vice President
and our Chief Financial Officer, Treasurer and Secretary in April 2000. From
April 1998 until April 2000, Mr. Schmickle served as our Corporate Controller
and was subsequently promoted to Vice President. From March 1996 to April 1998,
he served as an Assistant Controller of U.S. Office Products Company assigned to
the Print Management Division. From June 1995 to March 1996, Mr. Schmickle was
employed by General Mills, Inc. as an internal auditor. Prior to that, from
August 1992 to June 1995, he was employed as a senior auditor and Certified
Public Accountant with the national accounting firm, Price Waterhouse LLP, a
predecessor to PricewaterhouseCoopers LLP.
Risk Factors
We are currently considering and pursuing financing alternatives to
replace our existing credit facility. We believe that the financing alternative
we ultimately implement will impose material restrictions on our operations and
these restrictions could adversely affect our liquidity.
We are currently considering and pursuing financing alternatives to
replace our existing credit facility. If we are not able to procure alternative
financing or otherwise generate cash to significantly reduce borrowings under
our existing credit facility, then we have agreed with our lenders in principle
to enter into an amended credit facility. The agreement with our lenders
contemplates that the amended credit facility would bear interest at 12%, mature
on October 31, 2003 and provide access to working capital based on a borrowing
base formula. The amended credit facility would also have financial covenants
typical of asset based financing facilities. These covenants, and other terms
and conditions of the amended facility, would be subject to negotiation with our
lenders. Because we have not yet reached agreement with our lenders regarding
all of the specific terms and conditions that would be contained in the amended
credit facility, the existing credit facility must be classified as short-term
debt under GAAP.
Consistent with our agreement with our lenders as described above, we are
currently pursuing alternative financing. The proceeds from any such alternative
financing would be used in large part to repay amounts outstanding under our
existing credit facility.
9
We currently anticipate that we will be able to obtain alternative financing by
mid-July 2002, but we cannot give any assurance as to when or whether this
actually will occur.
We anticipate that any alternative financing would subject us and our
subsidiaries to material covenants that would restrict certain aspects of our
operations.
Because of these restrictions, and because the amended credit facility
we anticipate entering into with our existing lender if we are not able to
obtain alternative financing also will contain restrictive covenants, the
financing alternative we ultimately implement will impose restrictions on our
operations and these restrictions could adversely affect our liquidity.
Specifically, (i) our ability to obtain additional financing for working
capital, capital expenditures, acquisitions or general corporate purposes may be
impaired; (ii) we will be required to use a substantial portion of our cash flow
from operations to pay interest on our indebtedness, which will reduce the funds
available to us for other purposes; and (iii) our level of indebtedness will
make us more vulnerable to economic downturns and adverse developments in our
business.
Material Amount of Goodwill
At April 30, 2002, goodwill totaled $128.2 million, or 35.8% of the
Company's total assets. Goodwill represents the excess of cost over the fair
market value of net assets acquired in business combinations accounted for under
the purchase method. Following the May 2001 adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," the
Company no longer amortizes goodwill, however, it is required to annually
evaluate 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 goodwill for potential impairment. If goodwill becomes
impaired, Workflow 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 amortization or write down of goodwill could have a material
and adverse impact upon the market price of the Company Common Stock.
Our business depends on the demand for envelopes, printed advertising
and printed business documents, and the availability of the Internet and other
alternative media may adversely affect demand for these products.
Our envelope printing and manufacturing business is highly dependent
upon the demand for envelopes sent through the mail. Such demand comes from
utility companies, banks and other financial institutions, among others. Our
printing business also depends upon demand for printed advertising and business
documents. Usage of the Internet and other electronic media continues to grow.
Consumers use these media to purchase goods and services, and for other
purposes, such as paying utility and credit card bills. Advertisers use them for
targeted campaigns directed at specific electronic user groups. Large and small
businesses use electronic media to conduct business, send invoices and collect
bills. We expect the demand for envelopes and other printed materials for these
purposes to decline. The acceleration of the trend towards electronic media,
such as the Internet and other alternative media, could cause a decrease in the
demand for our products, which would have an adverse effect on our cash flow and
profitability.
To the extent that we make selected acquisitions, we may not be able to
successfully integrate the acquired businesses into our business.
In the past, we have grown rapidly through acquisitions. To the extent
that we continue to pursue acquisitions, we cannot be certain that we will be
able to identify and acquire other businesses on favorable terms or that, if we
are able to acquire businesses on favorable terms, we will be able to
successfully integrate the acquired businesses into our current business or
profitably manage them.
The September 11th terrorist attacks and related developments have
adversely affected our business, particularly in New York City and in our
envelope and direct mail product lines, and may continue to adversely affect our
business in the future.
On September 11, 2001, the United States suffered terrorist attacks of
unprecedented scope in New York City and Washington, D.C. New York City, where
we generate a significant portion of our revenues, in particular suffered
deteriorating economic conditions after September 11. We believe that the
general weakening of the U.S. economy, and the weakening of the
10
economy in New York City in particular, had an adverse effect on our financial
results during Fiscal 2002 and may continue to have a similarly adverse effect
in future periods. There can be no assurance that terrorist attacks will not
continue to adversely affect the U.S. economy in general, the New York City
economy in particular and our overall financial results for a significant period
of time.
Historically, approximately 30% of our revenues have been generated
from the envelope and direct mail industries. In addition to the adverse effects
on our business as a result of overall economic conditions in the U.S. since
September 11, our envelope and direct mail businesses have suffered as a result
of concerns about the safety of the U.S. mail, and may suffer as a result of any
future terrorist activities.
The printing business does not generally use long-term agreements so
repeat business is not assured.
The printing industry in which we compete is generally characterized by
individual orders from customers or short-term contracts. Most of our customers
are not contractually obligated to purchase products or services from us. Most
customer orders are for specific printing jobs, and repeat business largely
depends on our customers' satisfaction with the work we do. Although our
business is not dependent upon any one customer or group of customers, we cannot
be sure that any particular customer will continue to do business with us for
any period of time. In addition, the timing of particular jobs or types of jobs
at particular times of year may cause fluctuations in the operating results of
our various printing operations in any given quarter.
Because the overall printing industry is highly competitive and has not
grown significantly over the last several years, it may be difficult for us to
grow our sales or even maintain historical levels of our sales of printed
business documents.
We have depended heavily on sales of printed business documents, which
accounted for approximately 22.8% of our revenues in Fiscal 2002. However, the
overall printed document industry has not grown in the last few years. In
addition, the printed document industry historically has been affected by
general economic and industry cycles that have materially and adversely affected
distributors and manufacturers. Accordingly, for us to continue to experience
growth in printed document sales, we must increase our market share and respond
to changes in demand in this segment of our industry.
We compete for retail sales of printed products against other
independent distributors and against manufacturers' direct sales organizations.
In commercial printing, we also compete with manufacturers' direct sales
organizations, independent brokers, advertising agencies and design firms. The
principal competitive factors in our industry are price, quality, selection,
services, production capacity, delivery and customer support.
We also face competition from alternative sources of communication and
information transfer, such as facsimile machines, electronic mail, and the
Internet. These sources of communication and advertising may adversely impact
printed product sales in the future. In addition, as we continue to expand our
GetSmart(R) system, we will compete with companies focused solely on print
procurement electronic systems.
Postal service rates can indirectly affect our business.
Historically, increases in postal rates, relative to changes in the
cost of alternative delivery means and/or advertising media, have resulted in
temporary reductions in the growth rate of mail sent, including direct mail,
which is a significant portion of our envelope volume. We cannot be sure that
direct mail marketers will not reduce their volume as a result of any increases.
Because postal rate increases are outside our control, we can provide no
assurance that future increases in postal rates will not have a negative effect
on the level of mail sent, or the volume of envelopes purchased, in either or
both countries. In such event, we would expect to experience a decrease in cash
flow and profitability.
An adverse change in our labor relations could adversely affect our
business.
As of April 30, 2002, we had approximately 3,000 full-time employees,
of whom approximately 1,100 were members of various local labor unions. If
unionized employees were to engage in a concerted strike or other work stoppage,
or if other employees were to become unionized, we could experience a disruption
of operations, higher labor costs or both. A lengthy strike could result in a
material decrease in our cash flow and profitability.
Increases in the cost of paper or other raw materials may result in
decreased demand for our products and a decrease in profits.
In Fiscal 2002, the cost of paper represented approximately 15% of our
cost of revenues. Increases in paper costs could have a material adverse effect
on our business. We cannot be certain that we will be able to pass on future
increases in the cost of paper to our customers. Moreover, rising paper costs
and their consequent impact on our pricing could lead to a decrease in our
volume of
11
products sold. The overall paper market is beyond our control, and as a result,
we cannot be certain that future paper price increases will not result in
decreased volumes and decreased cash flow and profitability.
Due to the significance of paper in the manufacture of most of our
products, we are dependent upon the availability of paper. During periods of
tight paper supply, many paper producers allocate shipments of paper based on
the historical purchase levels of customers and we have occasionally experienced
minor delays in delivery. Unforeseen developments in world paper markets coupled
with shortages of raw paper could result in a decrease in supply, which would
cause a decrease in the volume of product we could produce and sell, and a
corresponding decrease in cash flow and profitability.
Additionally, we use a variety of other raw materials including ink,
film, offset plates, chemicals and solvents, glue, wire and subcontracted
components. In general, we have not experienced any significant difficulty in
obtaining these raw materials. We cannot be certain, however, that a shortage of
any of these raw materials will not occur in the future or what effect, if any,
such a shortage would have on our cash flow and profitability.
We rely on proprietary rights that may not be adequately protected.
Our success and ability to compete depends in part upon our proprietary
technology, trademarks and copyrights. We regard the software underlying our
GetSmart(R) system as proprietary, and rely primarily on trade secrets,
copyright and trademark law to protect these proprietary rights. We have
registered some of our trademarks, but have no patents issued nor applications
pending. Existing trade secrets and copyright laws afford us only limited
protection. Unauthorized parties may attempt to copy aspects of our software or
to obtain and use information that we regard as proprietary. Policing
unauthorized use of our software is difficult. We generally enter into
confidentiality and assignment agreements with our employees and generally
control access to and distribution of our software, documentation and other
proprietary information. Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use our services or technology
without authorization, or to develop similar services or technology
independently. We are not aware that any of our software, trademarks or other
proprietary rights infringe the proprietary rights of third parties. However,
there can be no assurance that third parties will not assert infringement claims
against us in the future. Any such claims, with or without merit, can be
time-consuming and expensive to defend and may require us to enter into royalty
or licensing agreements or cease the alleged infringing activities.
There are risks associated with our Canadian operations.
We have significant operations in Canada. Revenues from our Canadian
operations accounted for approximately 20.7% of Fiscal 2002 revenues. As a
result, we are subject to certain risks inherent in conducting business
internationally, including fluctuations in currency exchange rates. We are also
subject to risks associated with the imposition of protective legislation and
regulations, including those resulting from trade or foreign policy. In
addition, because of our Canadian operations, significant revenues and expenses
are denominated in Canadian dollars. Changes in exchange rates may have a
significant effect on our cash flow and profitability.
We may be subject to certain liabilities as a result of our spin-off
from U.S. Office Products.
Under the terms of a stock distribution agreement entered into between
us and U.S. Office Products in June 1998 when we were was spun-off from U.S.
Office Products, we are 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. 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. Workflow has not received any notice or claim from U.S. Office
Products alleging that these lawsuits are within the scope of Workflow's
indemnification obligation, but Workflow believes that certain liabilities and
costs associated with these lawsuits, up to a maximum of $1.75 million, may to
be subject to our indemnification obligation. 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.
Workflow is not able to conclude that a claim by U.S. Office Products
against Workflow pursuant to the foregoing indemnification obligations is
probable because the decision to pursue that claim rests solely with the
creditors of U.S. Office Products that are parties to the bankruptcy proceeding.
12
We may be subject to potential environmental liability.
We are subject to liability for any environmental damage that our
facilities and operations may cause, including damage to neighboring landowners
or residents, particularly as a result of the contamination of soil, groundwater
or surface water. Any substantial liability for environmental damage incurred by
us could harm our business because it may affect our manufacturing facilities.
13
Item 2. Properties
The following table sets forth certain information about the Company's
executive offices and its principal manufacturing, printing and distribution
facilities.
Approximate Lease
Function and Location Square Footage Title Expiration
----------------------------------------------- ---------------- ---------- -------------
Executive Office:
Palm Beach, Florida ...................... 5,000 Leased 2003
Principal Manufacturing, Printing
and Distribution Facilities:
Mt. Pocono, Pennsylvania ................. 210,000 Leased 2021
Brampton, Ontario ........................ 174,500 Leased 2003
New York, New York ....................... 140,000 Leased 2007
Hoboken, New Jersey ...................... 120,000 Leased 2009
San Bernardino, California ............... 112,000 Leased 2003
Dallas, Texas ............................ 100,000 Leased 2002
Mesquite, Texas .......................... 100,000 Leased 2005
Hanover Park, Illinois ................... 100,000 Leased 2006
Granby, Quebec ........................... 99,800 Leased 2021
Springfield, Massachusetts ............... 87,000 Leased 2004
Edmonton, Alberta ........................ 81,300 Leased 2006
Conyers, Georgia ......................... 74,000 Leased 2009
Hayward, California ...................... 72,000 Leased 2002
Calgary, Alberta ......................... 65,100 Leased 2014
New York, New York ....................... 64,200 Leased 2007
Long Island City, New York ............... 60,000 Leased 2014
Mississauga, Ontario ..................... 60,000 Leased 2004
Santa Ana, California .................... 60,000 Leased 2009
Cranbury, New Jersey ..................... 51,500 Leased 2006
Calgary, Alberta ......................... 48,000 Leased 2004
Dorval, Quebec ........................... 44,500 Leased 2021
Brampton, Ontario ........................ 44,200 Leased 2004
Bayamon, Puerto Rico ..................... 38,400 Leased 2004
Vista, California ........................ 38,000 Leased 2002
West Columbia, South Carolina ............ 34,000 Leased 2002
Irvine, California ....................... 32,000 Leased 2003
Norfolk, Virginia ........................ 31,700 Leased 2008
Roselle, Illinois ........................ 30,800 Leased 2002
Calgary, Alberta ......................... 30,400 Leased 2004
In addition to those facilities identified above, we lease other
manufacturing facilities, distribution centers, print-on-demand centers and
sales offices across North America. We do not own any of the real property
utilized in our business.
We believe that our properties are adequate to support our operations
for the foreseeable future and that the majority of our lease space that matures
in 2002 will be renewed. However, in some instances, consolidation of properties
may occur.
Item 3. Legal Proceedings
Other than certain legal proceedings arising from the ordinary course
of business, which we believe will not have a material adverse effect, either
individually or collectively, on our financial position, results of operations
or cash flows, there is no other litigation pending or threatened against us.
14
Item 4. Submission of Matters to a Vote of Security Holders
None.
15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters;
Equity Compensation Plan Information
Shares of the Company's Common Stock trade on the Nasdaq National
Market ("Nasdaq") under the symbol "WORK." The following table sets forth the
high and low sales prices of the Common Stock as reported by Nasdaq for the
periods listed.
For the fiscal years ended April 30, 2002 and April 30, 2001:
Fiscal 2002 Fiscal 2001
--------------------------- ---------------------------
High Low High Low
---------- ---------- ----------- -----------
First Quarter $ 7.7500 $ 5.5600 $ 15.8750 $ 6.7500
Second Quarter 5.8400 2.9100 8.5000 5.1250
Third Quarter 5.8500 2.4700 9.0000 5.6250
Fourth Quarter 6.2200 2.7000 8.5000 5.0000
On June 13, 2002, the Company had approximately 3,160 shareholders of
record. The Company has never declared or paid any cash dividends. The Company
does not anticipate declaring and paying cash dividends on the Common Stock in
the foreseeable future. The decision whether to apply any legally available
funds to the payment of dividends on the Common Stock will be made by the
Company's Board of Directors from time to time in the exercise of its business
judgment, taking into account the Company's financial condition, results of
operations, existing and proposed commitments for use of the Company's funds and
other relevant factors. In addition, the Company's credit agreement with its
principal lender expressly prohibits the payment of any cash dividends on the
Common Stock without the lender's prior consent.
Equity Compensation Plan Information
---------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
---------------------------------------------------------------------------------------------------------------------------------
Plan Number of securities to be Weighted-average exercise Number of securities remaining
issued upon exercise of price of outstanding options, available for future issuance
outstanding options, warrants warrants and rights under equity compensation plan
and rights (excluding securities reflected
in column (a))
---------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders 4,619,448(1) $9.60 236,104(2)
---------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders -- -- --
---------------------------------------------------------------------------------------------------------------------------------
Total 4,619,448(1) $9.60 236,104(2)
---------------------------------------------------------------------------------------------------------------------------------
(1) Consists entirely of shares of common stock underlying previously granted
stock options that have not been exercised. All of these options were
granted pursuant to the Company's 1998 Stock Incentive Plan. Does not
include 263,896 shares of common stock previously issued pursuant to the
Company's employee stock purchase plan.
(2) Represents shares available for future issuance under the Company's
employee stock purchase plan.
Item 6. Selected Financial Data
The historical Statement of Income Data and Other Financial Data for
the fiscal years ended April 30, 2002, 2001 and 2000 ("Fiscal 2002", "Fiscal
2001" and "Fiscal 2000", respectively) and the Balance Sheet Data at April 30,
2002 and 2001 have been derived from Workflow's consolidated financial
statements that have been audited and are included elsewhere in this Form 10-K.
The historical Statement of Income Data and Other Financial Data for the fiscal
years ended April 24, 1999 ("Fiscal 1999") and April 25, 1998 ("Fiscal 1998")
and the Balance Sheet Data at April 30, 2000, April 24, 1999 and April 25, 1998
have been derived from audited consolidated financial statements not included
elsewhere in this Form 10-K.
During Fiscal 2000, the Company's Board of Directors approved changing
the Company's fiscal year-end date from the last Saturday in April to April
30/th/ of each year. As a result of this change, Fiscal 2002, Fiscal 2001,
Fiscal 2000, Fiscal 1999 and Fiscal 1998 were comprised of 365, 365, 372, 364
and 364 days, respectively.
The Selected Financial Data provided herein should be read in
conjunction with the Company's historical financial statements, including the
notes thereto, and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Form 10-K.
16
SELECTED FINANCIAL DATA (1)
(In thousands, except per share data)
Fiscal
--------------------------------------------------------------------
2002 2001 2000 1999 1998
-------- -------------- ------------- ------------- -------------
Statement of Income Data:
Revenues .................................. $640,084 $ 603,278 $ 547,061 $ 390,952 $ 353,351
Cost of revenues .......................... 463,107 429,550 387,184 278,836 260,299
-------- ------------ ------------- ----------- ------------
Gross profit ....................... 176,977 173,728 159,877 112,116 93,052
Selling, general and administrative
expenses ................................ 147,736 141,475 119,028 86,298 73,492
Amortization expense (2) .................. 100 2,754 2,164 779 309
Restructuring costs ....................... 8,292 1,467 872
Abandoned public offering costs ........... 1,677
Strategic restructuring plan costs ........ 3,818 1,750
------- ------------ ------------- ----------- ------------
Operating income ................... 29,141 19,530 37,218 21,221 16,629
Other (income) expense:
Interest expense ....................... 13,541 14,380 10,912 5,106 2,210
Interest income ........................ (814) (761) (371) (171) (274)
Gain on sale of securities ............. (15,826)
Loss on sale of subsidiary ............. 318
Other .................................. 541 (459) (167) (167) (258)
-------- ------------- ------------- ------------ ------------
Income before provision for income taxes
and extraordinary items ................. 15,873 6,370 42,352 16,453 14,951
Provision for income taxes ................ 6,676 2,677 17,788 7,364 6,743
-------- ------------ ------------- ----------- ------------
Income before extraordinary items ......... $ 9,197 3,693 24,564 9,089 8,208
Extraordinary items--losses on
early terminations of debt, net of income
taxes of $47 and $1,023,
respectively(3).......................... 64 1,413
-------- ------------ ------------- ----------- ------------
Net income ................................ 9,197 $ 3,629 $ 23,151 $ 9,089 $ 8,208
======== ============ ============= =========== ============
Net income per share:
Basic:
Income before extraordinary
items ............................. $ 0.70 $ 0.29 $ 1.93 $ 0.65 $ 0.51
Extraordinary items .................. 0.01 0.11
--------- ------------ ------------- ------------ ------------
Net income ........................... $ 0.70 $ 0.28 $ 1.82 $ 0.65 $ 0.51
========= ============ ============= ============ ============
Diluted:
Income before extraordinary
items ............................. $ 0.70 $ 0.28 $ 1.76 $ 0.64 $ 0.50
Extraordinary items .................. 0.00 0.10
--------- ------------ ------------- ------------ ------------
Net income ........................... $ 0.70 $ 0.28 $ 1.66 $ 0.64 $ 0.50
========= ============ ============= ============ ============
Weighted average shares outstanding:
Basic .................................. 13,053 12,934 12,695 14,077 15,941
Diluted ................................ 13,101 13,131 13,910 14,139 16,257
17
April 30, April 30, April 30, April 24, April 25,
2002 2001 2000 1999 1998
----------- -------------- ------------- ------------- ------------
Balance Sheet Data:
Working capital (deficit)(6)............. $ (73,770) $ 91,991 $ 69,972 $ 65,224 $ 34,993
Total assets ............................ 358,199 352,001 331,712 236,614 148,046
Short-term debt payable to U.S.
Office Products ....................... 13,536
Long-term debt, less current portion .... 1,500 175,331 144,874 111,359 7,065
Long-term debt payable to U.S.
Office Products ....................... 19,221
Stockholders' equity .................... 96,782 89,753 89,922 63,225 59,491
Fiscal
-----------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- -------------- ------------- ------------- ------------
Other Financial Data:
EBITDA (4) .............................. $ 40,117 $ 31,935 $ 47,661 $ 28,254 $ 23,351
Adjusted EBITDA (5) ..................... 40,117 41,904 49,128 32,072 25,973
Net cash provided by operating activities 37,337 11,058 4,102 25,283 4,506
Net cash used in investing activities ... (17,563) (29,161) (34,706) (73,702) (17,963)
Net cash (used in) provided by financing
activities ........................... (16,650) 17,426 32,813 48,874 11,514
Net increase (decrease) in cash and cash
equivalents .......................... 3,136 (725) 2,244 373 (1,934)
(1) The financial information of twenty-nine companies acquired by us in
business combinations accounted for under the purchase method is included
from the dates of their respective acquisitions. See Note 4 of the
Company's Notes to Consolidated Financial Statements for additional
information.
(2) Effective May 1, 2001, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." Under
SFAS No. 142, we discontinued the amortization of goodwill. Had SFAS No.
142 been in effect for all periods presented, our operating income would
have been $22,279, $39,331, $22,000, and $16,938 and our net income would
have been $5,224, $24,376, $9,519 and $8,378 for Fiscal 2001, Fiscal 2000,
Fiscal 1999 and Fiscal 1998, respectively.
(3) The extraordinary items for Fiscal 2001 and Fiscal 2000 represent the
losses associated with the early terminations of credit facilities and
subordinated debt, net of the related income tax benefits.
(4) Earnings before interest, taxes, depreciation and amortization ("EBITDA")
is defined as operating income plus depreciation and amortization. EBITDA
is not intended to represent cash flow from operations in accordance with
GAAP and should not be used as an alternative to net income as an
indicator of operating performance or to cash flow as a measure of
liquidity. EBITDA is included in this Form 10-K because it is a basis upon
which the Company assesses its financial performance. While EBITDA is
frequently used as a measure of operations and the ability to meet debt
service requirements, it is not necessarily comparable to other similarly
titled captions of other companies due to potential inconsistencies in the
method of calculation.
(5) Adjusted EBITDA is defined as EBITDA adjusted to exclude the effect of the
abandoned public offering costs related to the abandoned initial public
offering of our subsidiary iGetSmart.com, Inc. of $1,677 in Fiscal 2001 and
the restructuring costs and strategic restructuring plan costs the Company
expensed of $8,292, $1,467, $3,818 and $2,622 in Fiscal 2001, Fiscal 2000,
Fiscal 1999 and Fiscal 1998, respectively. Adjusted EBITDA is included in
this Form 10-K because it is a basis upon which the Company assesses its
financial performance. Adjusted EBITDA is not intended to represent cash
flow from operations in accordance with GAAP and should not be used as an
alternative to net income as an indicator of operating performance or to
cash flow as a measure of liquidity. Adjusted EBITDA is not necessarily
comparable to other similarly titled captions of other companies due to
potential inconsistencies in the method of calculation.
(6) As required under GAAP, the working capital deficit at April 30, 2002
includes the full $157,150 outstanding under our existing credit facility
as of that date. As a result of a breach of a leverage covenant in our
credit facility during the quarter ended April 30, 2002, we entered into a
waiver with our lenders which provides for certain amendments to the credit
facility and an agreement in principle with the lenders to enter into an
amended credit facility if we are not able to obtain alternative financing
or otherwise generate cash to reduce borrowings on our existing credit
facility. Because we have not yet reached agreement with our lenders
regarding all of the specific terms and conditions that would be contained
in the amended credit facility, the existing credit facility must be
classified as short-term debt under GAAP.
18
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Company Background and Introduction
We are the largest distributor of printed business products in North
America, and we are also a leading provider of end-to-end business management
outsourcing solutions that allow our customers to control all of their print
related costs. We produce and distribute a full range of printed business
products and provide related management services to approximately 43,000
customers in North America ranging in size from small businesses to Fortune 100
companies. We operate through two divisions: Workflow Solutions, which provides
our customers with an integrated set of services and information tools that
reduces the costs of procuring, storing, distributing and using printed business
products; and Workflow Printing, which produces custom business documents,
envelopes/direct mail, commercial printing, specialty packaging, and labels and
signs. We operate 18 manufacturing facilities, 15 distribution centers, 8
print-on-demand centers and 63 sales offices throughout North America.
We were formed by U.S. Office Products Company in connection with U.S.
Office Products' strategic restructuring plan that closed in June 1998. As part
of its strategic restructuring plan, U.S. Office Products (i) transferred to
Workflow substantially all the assets and liabilities of U.S. Office Products'
print management division, and (ii) distributed to holders of U.S. Office
Products common stock shares of our common stock.
As used in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, "Fiscal 2002," "Fiscal 2001" and "Fiscal
2000" refer to our fiscal years ended April 30, 2002, 2001 and 2000,
respectively. Prior to Fiscal 2000, our fiscal year ended on the last Saturday
in April. During Fiscal 2000, our Board of Directors approved changing our
fiscal year-end date from the last Saturday in April to April 30th of each year.
As a result of this change, Fiscal 2002 and Fiscal 2001 were comprised of 365
days as compared to Fiscal 2000 which was comprised of 372 days.
The following discussion should be read in conjunction with the
consolidated historical financial statements, including the related notes
thereto, appearing elsewhere in this Form 10-K.
19
Results of Operations
Our results of operations as a percentage of revenues for the periods
indicated were as follows:
Fiscal
-------------------------------------------
2002 2001 2000
------------- ------------- -------------
Revenues .......................................................... 100.0% 100.0% 100.0%
Cost of revenues .................................................. 72.4 71.2 70.8
------------- ------------- -------------
Gross profit ............................................... 27.6 28.8 29.2
Selling, general and administrative expenses ...................... 23.0 23.4 21.8
Amortization expenses ............................................. 0.0 0.5 0.4
Restructuring costs ............................................... 1.4 0.2
Abandoned public offering costs ................................... 0.3
------------- ------------- -------------
Operating income ........................................... 4.6 3.2 6.8
Other (income) expense:
Interest expense, net .......................................... 2.0 2.2 1.9
Gain on sale of securities ..................................... (2.9)
Loss on sale of subsidiary ..................................... 0.1
Other .......................................................... 0.1 (0.1) 0.0
------------- ------------- -------------
Income before provision for income taxes and extraordinary items .. 2.5 1.1 7.7
Provision for income taxes ........................................ 1.1 0.1 3.2
------------- ------------- -------------
Income before extraordinary items ................................. 1.4 1.0 4.5
Extraordinary items--losses on early terminations of debt,
net of income taxes ............................................. 0.0 0.3
------------- ------------- -------------
Net income ........................................................ 1.4% 1.0% 4.2%
============= ============= =============
EBITDA (1) 6.3% 5.3% 8.7%
Adjusted EBITDA (2) 6.3% 6.9% 9.0%
(1) Earnings before interest, taxes, depreciation and amortization ("EBITDA")
is defined as operating income plus depreciation and amortization. EBITDA
is not intended to represent cash flow from operations in accordance with
GAAP and should not be used as an alternative to net income as an
indicator of operating performance or to cash flow as a measure of
liquidity. EBITDA is a basis upon which we assess our financial
performance. While EBITDA is frequently used as a measure of operations
and the ability to meet debt service requirements, it is not necessarily
comparable to other similarly titled captions of other companies due to
potential inconsistencies in the method of calculation.
(2) Adjusted EBITDA is defined as EBITDA adjusted to exclude the effect of the
costs related to the abandoned initial public offering of our subsidiary
iGetSmart.com, Inc. of $1.7 million in Fiscal 2001 and the restructuring
costs we expensed of $1.5 million and $8.3 million in Fiscal 2000 and
Fiscal 2001, respectively. Adjusted EBITDA is included because it is a
basis upon which we assess our financial performance. Adjusted EBITDA is
not intended to represent cash flow from operations in accordance with GAAP
and should not be used as an alternative to net income as an indicator of
operating performance or to cash flow as a measure of liquidity. Adjusted
EBITDA is not necessarily comparable to other similarly titled captions of
other companies due to potential inconsistencies in the method of
calculation.
20
Consolidated Results of Operations
Fiscal 2002 Compared to Fiscal 2001
Revenues. Consolidated revenues increased 6.1%, from $603.3 million for
Fiscal 2001, to $640.1 million for Fiscal 2002. Our Solutions Division's
revenues increased by $28.1 million, or 9.6%, and our Printing Division's
revenues increased by $7.0 million, or 2.1%, when comparing Fiscal 2002 to
Fiscal 2001. The increase in revenues was entirely due to our business
combinations consummated after April 30, 2000. Revenues for Fiscal 2002 and
Fiscal 2001 include revenues from three and eight companies, respectively,
acquired in business combinations accounted for under the purchase method after
the beginning of Fiscal 2001 (the "Purchased Companies") after the beginning of
Fiscal 2001 for the period subsequent to their respective dates of acquisition.
Fiscal 2002 revenues were impacted by several factors including: (i) the impact
of the terrorist attacks on the United States on September 11, 2001, which
temporarily halted our operations in New York City, (ii) other related terrorist
concerns about the safety of the U.S. mail during this period and (iii) the
inclusion in Fiscal 2001 of revenues related to political campaigns that occur
bi-annually.
International revenues decreased 8.9%, from $145.0 million, or 24.0% of
consolidated revenues, for Fiscal 2001, to $132.2 million, or 20.7% of
consolidated revenues, for Fiscal 2002. The decline in international revenues
was primarily due to depressed economic conditions in Canada and a decline in
the Canadian exchange rate during Fiscal 2002. International revenues consisted
exclusively of revenues generated in Canada.
Gross Profit. Gross profit increased 1.9%, from $173.7 million, or
28.8% of revenues, for Fiscal 2001, to $177.0 million, or 27.6% of revenues, for
Fiscal 2002. This increase in gross profit was due to the Purchased Companies.
As a percentage of revenues, gross profit decreased because our Printing
Division experienced lower margins as a result of: (i) the impact of the
September 11 terrorist attacks, which temporarily halted our operations in New
York City and created excess production capacity throughout the industry, (ii)
other related terrorist concerns about the safety of U.S. mail during this
period, (iii) pricing pressures from competition, and (iv) an overall decrease
in manufacturing volumes within our commercial printing, direct mail and
envelope operations.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 4.4%, from $141.5 million, or 23.4% of
revenues, for Fiscal 2001, to $147.7 million, or 23.0% of revenues, for Fiscal
2002. 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 our restructuring plan implemented during the fourth quarter of Fiscal
2001 and other cost cutting initiatives implemented throughout Fiscal 2002.
Adjusted EBITDA. As a result of the foregoing, Adjusted EBITDA decreased
4.3%, from $41.9 million, or 6.9% of revenues, for Fiscal 2001, to $40.1
million, or 6.3% of revenues, for Fiscal 2002.
Amortization Expenses. Amortization expenses decreased 96.4% from $2.8
million, or 0.5% of revenues, for Fiscal 2001 to $0.1 million for Fiscal 2002.
We did not have goodwill amortization for Fiscal 2002 due to the early adoption
of Financial Accounting Standards Statement No. 142, "Goodwill and Other
Intangible Assets," which provides that goodwill and indefinite lived intangible
assets will no longer be amortized.
Interest Expense, Net. Interest expense, net of interest income,
decreased 6.6%, from $13.6 million for Fiscal 2001, to $12.7 million for Fiscal
2002. This decrease in net interest expense was due entirely to the reduction in
overall market interest rates on our bank debt.
Other (Income) Expense, net. Other expenses, net of other income
decreased 217.9% from other income of $0.5 million, for Fiscal 2001, to other
expense of $0.5 million, for Fiscal 2002. Other expenses primarily represents
the net of gains and/or losses on sales of equipment and miscellaneous other
income and expense items.
Income Taxes. Provision for income taxes increased 149.4% from $2.7
million for Fiscal 2001, to $6.7 million for Fiscal 2002, reflecting effective
income tax rates of 42.0% and 42.1%, 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.
21
Fiscal 2001 Compared to Fiscal 2000
Revenues. Consolidated revenues increased 10.3%, from $547.1 million for
Fiscal 2000, to $603.3 million for Fiscal 2001. Our Solutions Division's
revenues increased by $68.9 million, or 31.0%, and our Printing Division's
revenues decreased by $5.0 million, or 1.5%, when comparing Fiscal 2000 to
Fiscal 2001. This increase in our total revenues was primarily due to the
Purchased Companies. Revenues for Fiscal 2000 and Fiscal 2001 include revenues
from six companies and eight companies, respectively, acquired in business
combinations accounted for under the purchase method after the beginning of
Fiscal 2000 for the period subsequent to their respective dates of acquisition.
International revenues decreased 2.0%, from $147.9 million, or 27.0% of
consolidated revenues, for Fiscal 2000, to $145.0 million, or 24.0% of
consolidated revenues, for Fiscal 2001 due exclusively to a decline in the value
of the Canadian dollar. International revenues consisted exclusively of revenues
generated in Canada.
Gross Profit. Gross profit increased 8.7%, from $159.9 million, or 29.2%
of revenues, for Fiscal 2000, to $173.7 million, or 28.8% of revenues, for
Fiscal 2001. The increase in gross profit was due to the Purchased Companies. As
a percentage of revenues, gross profit decreased because the Purchased Companies
generated gross profit at a lower percentage of revenues than was historically
recognized by us and due to lower product margins as a result of a change in the
revenue mix of products sold by us. Gross profit percentage was also adversely
affected by pricing pressures and competition for envelopes and packaging sold
by our Printing Division.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 18.9%, from $119.0 million, or 21.8% of
revenues, for Fiscal 2000, to $141.5 million, or 23.4% of revenues, for Fiscal
2001. The increase in selling, general and administrative expenses was primarily
due to the Purchased Companies and the additional overhead that we incurred in
establishing our iGetSmart.com, Inc. subsidiary during Fiscal 2001. As a
percentage of revenues, selling, general and administrative expenses increased
during Fiscal 2001 primarily due to the weakened economy, which slowed revenue
growth at a greater rate than we were able to institute cost saving measures and
workforce reductions.
Adjusted EBITDA. As a result of the foregoing, Adjusted EBITDA decreased
14.7%, from $49.1 million, or 9.0% of revenues, for Fiscal 2000, to $41.9
million, or 6.9% of revenues, for Fiscal 2001.
Amortization Expenses. Amortization expenses increased 27.3%, from $2.2
million, or 0.4% of revenues, for Fiscal 2000, to $2.8 million, or 0.5% of
revenues, for Fiscal 2001. This increase was exclusively due to the increased
purchase consideration for acquisitions accounted for under the purchase method
that was included in our results for Fiscal 2001.
Restructuring Costs. During Fiscal 2000 and Fiscal 2001, we incurred
expenses of approximately $1.5 million and $8.3 million, respectively,
associated with our restructuring plans. Our plans were implemented to
consolidate our backroom functions into more centralized operations and to
consolidate certain of our manufacturing facilities. The majority of our
restructuring costs were related to the severance agreements for our employees
affected under the restructuring plan and the closure and consolidation of
certain of our facilities. In total, 39 and 100 employees were terminated under
the Fiscal 2000 and Fiscal 2001 plans, respectively.
Abandoned Public Offering Costs. During Fiscal 2001, we abandoned our
effort for a tax free spin-off and subsequent public offering of our
iGetSmart.com, Inc. subsidiary due to poor market conditions and expensed
certain accounting, legal and consulting fees associated with the effort
totaling $1.7 million.
Interest Expense, Net. Interest expense, net of interest income,
increased 29.2%, from $10.5 million for Fiscal 2000, to $13.6 million for Fiscal
2001. This increase in net interest expense was primarily due to the increased
level of debt outstanding throughout Fiscal 2001 as a result of the additional
borrowings associated with the acquisition of the Purchased Companies.
Other (Income) Expense, net. Other income decreased from $15.7 million in
Fiscal 2000 to $0.5 million in Fiscal 2001. During Fiscal 2000, we purchased the
publicly traded common stock of an unrelated third party for $2.4 million. We
sold our entire position in the securities during Fiscal 2000 and recorded a
gain on the sale of $15.8 million. In addition, during Fiscal 2000, we sold all
the outstanding capital stock of a manufacturing subsidiary for $3.8 million and
recognized a pre-tax loss on the sale of $0.3 million. Other income also
includes the net of gains and/or losses on sales of equipment and miscellaneous
other income and expense items.
22
Income Taxes. Provision for income taxes decreased 85.0% from $17.8
million for Fiscal 2000 to $2.7 million for Fiscal 2001, reflecting an effective
income tax rate of 42.0% for both years. During both periods, the effective
income tax rates reflect the recording of tax provisions at the federal
statutory rate, plus appropriate state and local taxes. In addition, the
effective tax rates for both Fiscal 2000 and Fiscal 2001 were increased to
reflect the incurrence of non-deductible goodwill amortization expense resulting
from the acquisitions of certain of the Purchased Companies.
Liquidity and Capital Resources
At April 30, 2002, we had a working capital deficit of $73.8 million,
which included $157.2 million in debt under the Company's existing credit
facility classified as short-term. Our capitalization, defined as the sum of
long-term debt and stockholders' equity, at April 30, 2002 was approximately
$98.3 million.
We use a centralized approach to cash management and the financing of our
operations. As a result, minimal amounts of cash and cash equivalents are
typically on hand as any excess cash would be used to pay down our existing
credit facility. Cash at April 30, 2002, primarily represented customer
collections and in-transit cash sweeps from our subsidiaries at the end of the
year.
Our anticipated capital expenditures budget for the next twelve months is
approximately $5.0 million. We anticipate that these capital expenditures
primarily will be equipment purchases, leasehold improvements and related costs
we expect to incur in connection with the integration of certain operations.
During Fiscal 2002, net cash provided by operating activities was $37.3
million. Net cash used in investing activities was $17.6 million, including
$19.6 million used for acquisitions and additional purchase consideration and
$12.3 million used for capital expenditures, which was partially offset by the
net proceeds of $11.8 million received on the sale of property and equipment and
$1.7 million received from the collection of notes receivable. Net cash used by
financing activities was $16.7 million, which was mainly comprised of $14.2
million in net payments on our existing credit facility and $2.4 million in
payments of other long-term debt.
During Fiscal 2001, net cash provided by operating activities was $11.1
million. Net cash used in investing activities was $29.2 million, including
$32.9 million used for acquisitions and $10.3 million used for capital
expenditures, which was partially offset by proceeds of $9.8 million for the
sale of net assets held for sale and $2.5 million for the collection of a note
receivable for the sale of a subsidiary. Net cash provided by financing
activities was $17.4 million, comprised mainly of the net borrowings on our
existing credit facility of $36.2 million, which was partially offset by $10.5
million and $4.9 million used for the payments of short-term debt and
subordinated related party debt, respectively.
During Fiscal 2000, net cash provided by operating activities was $4.1
million. Net cash used in investing activities was $34.7 million, including
$36.5 million used for acquisitions, $16.2 million used for capital expenditures
and $4.0 million used for the purchase of securities and investments, which was
partially offset by $18.2 million in proceeds from the sale of securities. Net
cash provided by financing activities was $32.8 million, which included $31.0
million in net borrowings on our existing credit facility.
We have significant operations in Canada. Net sales from our Canadian
operations accounted for approximately 20.7% of our total revenues for Fiscal
2002. 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.
To reduce our leverage, we entered into a sale-leaseback transaction
involving five of our owned buildings during Fiscal 2002. Net cash proceeds to
us after taxes and fees associated with this transaction were approximately $6.7
million. The entire net proceeds were used to pay down debt.
We have entered into a secured revolving credit facility with $183.8
million available, subject to certain leverage tests, for working capital and
acquisition purposes, including a $134.8 million revolver and a $49.0 million
amortizing term note. Our existing credit facility is secured by substantially
all of our assets and is subject to terms and conditions typical of a credit
facility of such type and size, including certain financial covenants. At April
30, 2002, we had $157.2 million outstanding under our credit facility, at an
annual interest rate of approximately 7.8%. The credit facility matures on March
10, 2004. During Fiscal 2002, we incurred $11.3 million in interest expense
relating to the credit facility.
During the quarter ended April 30, 2002, we breached a leverage covenant
in the credit facility. However, our lenders waived our default ("Waiver") under
our leverage covenant, allowing us to be in compliance with our credit facility
as of April 30, 2002, and we agreed to amendments to certain provisions of the
credit facility. Under the terms of the Waiver, (i) the leverage ratio from
April 30, 2002 through July 30, 2002 was increased to 4.15 to 1.0, (ii) on July
31, 2002 and thereafter the leverage ratio will be 3.75 to 1.0 and (iii) certain
minimum cumulative consolidated EBITDA requirements were imposed.
23
These amendments to the credit facility will allow us to pursue
alternative financing sources or otherwise generate cash to reduce borrowings
under the credit facility. If we are not able to procure alternative financing
or otherwise generate cash to significantly reduce borrowings under the credit
facility in the near future, then we have agreed with our lenders in principle
to enter into an amended credit facility. The agreement with our lenders
contemplates that the amended credit facility would bear interest at 12%, mature
on October 31, 2003 and provide access to working capital based on a borrowing
base formula. The amended credit facility would also have financial covenants
typical of asset based financing facilities. These covenants, and other terms
and conditions of the amended facility, would be subject to negotiation with our
lenders. Because the Company has not yet reached agreement with its lenders
regarding all of the specific terms and conditions that would be contained in
the amended credit facility, the existing credit facility must be classified as
short-term debt under accounting principles generally accepted in the United
States of America.
Consistent with our agreement with our lenders as described above, we are
currently pursuing alternative financing. The proceeds from any such alternative
financing would be used in large part to repay amounts outstanding under our
existing credit facility. We currently anticipate that we will be able to obtain
alternative financing, but we cannot give any assurance as to when or whether
this actually will occur.
We anticipate that any alternative financing would subject us and our
subsidiaries to material convenants that would restrict certain aspects of our
operations. We also anticipate that this financing will be secured by
substantially all of our and our domestic subsidiaries' assets and guaranteed by
our domestic subsidiaries.
Because of these restrictions, and because the amended credit facility we
anticipate entering into with our existing lender if we are not able to obtain
alternative financing also will contain restrictive covenants, the financing
alternative we ultimately implement will impose restrictions on our operations
and these restrictions could adversely affect our liquidity. Specifically, (i)
our ability to obtain additional financing for working capital, capital
expenditures, acquisitions or general corporate purposes may be impaired; (ii)
we will be required to use a substantial portion of our cash flow from
operations to pay interest on our indebtedness, which will reduce the funds
available to us for other purposes; and (iii) our level of indebtedness will
make us more vulnerable to economic downturns and adverse developments in our
business.
In May 2001, we entered into an interest rate swap agreement to manage
interest rate risk on the variable rate borrowings under our existing credit
facility. As of April 30, 2002, the swap was valued at $3.7 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 credit facility with proceeds from
alternate financing, we will be required to settle the swap at the fair value as
of that date. We anticipate using a portion of the proceeds from any such
financing to make this payment. This charge would be included in other income
(expense) in the Consolidated Statement of Income.
The following table summarizes our cash obligations as of April 30, 2002:
Payments Due by Period (in millions)
---------------------------------------------------------------
Less than Years 2 Years 4
one year and 3 and 5 Thereafter Total
----------- ----------- ----------- ----------- -----------
Short term debt .................. $ 157.2 $ 157.2
Long-term debt, including
capital leases ................. 0.7 $ 1.2 $ 0.2 $ 2.1
Operating leases ................. 14.0 23.8 19.0 42.8 99.6
Earn-out provisions .............. 8.5 13.0 2.0 23.5
----------- ----------- ----------- ----------- -----------
Total cash obligations ........... $ 180.4 $ 38.0 $ 21.2 $ 42.8 $ 282.4
=========== =========== =========== =========== ===========
24
We lease various types of warehouse and office facilities and equipment,
furniture and fixtures under noncancelable lease agreements which expire at
various dates.
Many of the purchase agreements for our acquisitions include earn-out
provisions that could result in additional purchase consideration payable in the
form of cash payments in future years dependent upon future operating
performance of the acquired businesses. It is not possible to currently predict
with certainty the future operating performance of the acquired businesses or
the exact amount and timing of future earn-out payments. Accordingly, these
amounts are only intended to be indicative of management's current expectations
for such obligations.
In addition, we also had outstanding letters of credit of approximately
$3.6 million related to performance and payment guarantees. Based upon our
experience with these arrangements, we do not believe that any obligations that
may arise will be significant.
We anticipate that our current cash on hand, cash flows from operations
and, if we are able to procure alternative financing, additional financing
available under a new working capital facility, or if we are not able to procure
alternative financing, financing available from our existing lender, will be
sufficient to meet our liquidity requirements for our operations for the next
twelve months. We also expect that our financing will be sufficient to meet our
long-term liquidity requirements for operations. However, we may have to seek
additional funding for our 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.
Fluctuations in Quarterly Results of Operations
Our envelope and commercial print businesses are subject to seasonal
influences. Both our Solutions Division and our Printing Division are subject to
seasonal influences of the potential lower demand for consumable printed
business products during the summer months which coincide with our fiscal
quarters ending in July. If we continue to complete acquisitions, we may become
subject to seasonal influences if the businesses we acquire are seasonal.
Quarterly results also may be materially affected by timing of acquisitions, the
timing and magnitude of costs related to such acquisitions, variations in the
prices paid by us for the products we sell, the mix of products sold and general
economic conditions. Moreover, the operating margins of companies acquired may
differ substantially from those of our existing operations, which could
contribute to further fluctuation in our quarterly operating results. Therefore,
results for any quarter are not necessarily indicative of the results that we
may achieve for any subsequent fiscal quarter or a full fiscal year.
25
The following tables set forth certain unaudited quarterly financial
data for Fiscal 2002 and Fiscal 2001. The information has been derived from
unaudited consolidated financial statements that in the opinion of management
reflect adjustments, consisting only of normal recurring accruals, necessary for
a fair presentation of such quarterly information.
Fiscal 2002 Quarters
-------------------------------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues ........................................ $ 155,166 $ 160,309 $ 161,161 $ 163,448 $ 640,084
Gross profit .................................... 43,953 43,996 44,812 44,216 176,977
Operating income ................................ 7,408 5,778 7,938 8,017 29,141
Net income ...................................... 2,298 1,423 2,750 2,726 9,197
Net income per share:
Basic: ....................................... $ 0.18 $ 0.11 $ 0.21 $ 0.21 $ 0.70
Diluted: ..................................... 0.18 0.11 0.21 0.21 0.70
Weighted average shares outstanding:
Basic ........................................ 13,002 13,030 13,069 13,111 13,053
Diluted ...................................... 13,069 13,072 13,111 13,153 13,101
Fiscal 2001 Quarters (1)
-------------------------------------------------------------------
First Second Third Fourth(2) Total
----- ------ ----- ------ -----
Revenues ........................................ $ 141,829 $ 149,226 $ 155,188 $ 157,035 $ 603,278
Gross profit .................................... 41,200 44,116 44,219 44,193 173,728
Operating income ................................ 5,946 8,101 8,138 (2,655) 19,530
Income before extraordinary item ................ 1,518 2,757 2,772 (3,354) 3,693
Extraordinary item .............................. 64 64
Net income ...................................... 1,518 2,757 2,708 (3,354) 3,629
Net income per share:
Basic:
Income before extraordinary item ............. $ 0.12 $ 0.21 $ 0.21 $ (0.26) $ 0.29
Extraordinary item ........................... 0.00 0.01
Net income ................................... 0.12 0.21 0.21 (0.26) 0.28
Diluted:
Income before extraordinary item ............. $ 0.11 $ 0.21 $ 0.21 $ (0.26) $ 0.28
Extraordinary item ........................... 0.00 0.00
Net income ................................... 0.11 0.21 0.21 (0.26) 0.28
Weighted average shares outstanding:
Basic ........................................ 12,891 12,915 12,956 12,975 12,934
Diluted ...................................... 13,564 12,925 13,005 12,975 13,131
(1) The Fiscal 2001 data reflects goodwill amortization of $637, $670, $701
and $741 for the first through fourth quarters, respectively.
(2) The Fiscal 2001 fourth quarter data reflects restructuring and abandoned
public offering costs of $8,292 and $1,677, respectively.
Inflation
We do not believe that inflation has had a material impact on our
results of operations during Fiscal 2002, Fiscal 2001 or Fiscal 2000.
26
Critical Accounting Policies and Judgments
In preparing our financial statements, we are required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. We evaluate our estimates and judgments on an ongoing basis,
including those related to bad debts, inventory valuations, property, plant and
equipment, intangible assets, income taxes, restructuring costs, and
contingencies and litigation. 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.
Our most critical accounting policy relates to goodwill, which totaled
$128.2 million at April 30, 2002. During Fiscal 2002, Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, was
issued. We have adopted this new standard and as a result, we ceased to amortize
goodwill effective May 1, 2001. In lieu of amortization, during the first half
of Fiscal 2002 we performed an initial impairment review of our goodwill as of
the implementation date, following which we concluded that there was no
impairment of goodwill at May 1, 2001. We recently completed our required annual
ongoing impairment review of our goodwill at April 30, 2002. Consistent with our
initial test, no impairment of recorded goodwill was required as a result of
this analysis. We intend to perform an 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 operating
subsidiaries and there can be no assurance that at the time such reviews are
completed a material impairment charge will not be recorded.
New Accounting Pronouncements
Accounting for Derivative Instruments and Hedging Activities. In June 1998,
the Financial Accounting Standards Board ("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 May 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, we implemented SFAS No. 133 as amended. The adoption of
this new standard did not have a material impact on our results of operations,
financial position or cash flows.
Business Combinations and Goodwill and Other Intangible Assets. In July
2001, the FASB issued SFAS No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 141 requires that business
combinations initiated subsequent to June 30, 2001, must be accounted for by
using the purchase method of accounting. SFAS No. 142 supersedes Accounting
Principles Board ("APB") Opinion No. 17, "Intangible Assets," however, the new
statement will carry forward provisions in APB Opinion No. 17 related to
internally developed intangible assets. SFAS No. 142 requires that we
discontinue the amortization of goodwill. Early adoption of SFAS No. 142 was
allowed for those companies with fiscal years beginning after March 15, 2001. We
adopted and applied SFAS No. 142 as of May 1, 2001, the beginning of Fiscal
2002. SFAS No. 142 further requires companies to test goodwill and other
indefinite lived intangible assets on an annual basis for impairment.
Accounting for the Impairment or Disposal of Long-Lived Assets. In August
2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", which supersedes both SFAS No. 121 and the accounting and
reporting provisions of APB No. 30, for the disposal of a business. SFAS 144
provides a single accounting model for long-lived assets to be disposed of.
Although retaining many of the fundamental recognition and measurement
provisions of SFAS 121, the new rules change the criteria to be met to classify
an asset as held-for-sale. The new rules also broaden the criteria regarding
classification of a discontinued operation. We were required to adopt the
provisions of SFAS 144 effective May 1, 2002. We believe that the adoption of
SFAS 144 will not have a material impact on our results of operations, financial
position or cash flows.
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 Accounting Practices Board Opinion 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 by us as extraordinary
items.
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
27
operating lease are to be accounted for under the sale-leaseback provisions of
SFAS No. 98, Accounting for 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 our results of operations, financial
position or cash flows.
28
Item 7A. 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 under its existing credit facility are primarily dependent upon LIBOR
rates. The estimated fair value of long-term debt approximates its carrying
value at April 30, 2002.
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 annual interest
expense or an additional annual 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 $1.85 million.
At April 30, 2002, the amount outstanding on our credit facility was
$157.2 million. Pursuant to the market changes in LIBOR rates, if LIBOR were to
increase or decreased by 1.0%, the impact to the Company would be an additional
annual interest expense of $1.6 million or a savings of $1.6 million in annual
interest expense over the interest charged on the entire amount outstanding.
As discussed in "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations," we are offering $170.0 million
principal amount of senior secured notes to a limited number of institutional
investors. If this offering closes, we will use the proceeds from the sale of
the notes to repay all amounts outstanding under our existing credit facility
and we will also be required to pay approximately $3.7 million to the financial
institutions that are parties to the Swap.
29
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page
Consolidated Financial Statements
Report of Independent Accountants ................................................................ F-1
Consolidated Balance Sheet at April 30, 2002 and April 30, 2001 .................................. F-2
Consolidated Statement of Income for the fiscal years ended April 30, 2002,
April 30, 2001 and April 30, 2000 .............................................................. F-3
Consolidated Statement of Stockholders' Equity for the fiscal years ended
April 30, 2002, April 30, 2001 and April 30, 2000 .............................................. F-4
Consolidated Statement of Cash Flows for the fiscal years ended April 30, 2002,
April 30, 2001 and April 30, 2000 .............................................................. F-5
Notes to Consolidated Financial Statements ....................................................... F-7
Financial Statement Schedule
Schedule for the fiscal years ended April 30, 2002, April 30, 2001 and April 30, 2000:
Schedule II - Valuation and Qualifying Accounts and Reserves ..................................... F-31
30
Report of Independent Accountants
To the Stockholders
of Workflow Management, Inc.:
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Workflow Management, Inc. and its subsidiaries at April 30, 2002 and
2001, and the results of their operations and their cash flows for each of the
three fiscal years in the period ended April 30, 2002, in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and the financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and the financial
statement schedule based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 9 to the consolidated financial statements,
effective May 1, 2001, the Company changed its method of accounting for goodwill
and other intangible assets by adopting Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 13, 2002
31
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEET
(Dollars In Thousands, Except Per Share Amounts)
April 30,
----------------------------
2002 2001
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents ........................................................... $ 5,262 $ 2,126
Accounts receivable, less allowance for doubtful accounts of $4,917 and
$4,027, respectively .............................................................. 102,184 99,576
Inventories ......................................................................... 50,529 55,572
Prepaid expenses and other current assets ........................................... 13,821 15,404
------------- -------------
Total current assets ............................................................ 171,796 172,678
Property and equipment, net ............................................................ 48,992 56,423
Goodwill ............................................................................... 128,232 112,235
Other intangible assets, net ........................................................... 1,544 1,303
Other assets ........................................................................... 7,635 8,462
Net assets held for sale ............................................................... 900
------------- -------------
Total assets .................................................................... $ 358,199 $ 352,001
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt ..................................................................... $ 157,843 $ 994
Accounts payable .................................................................... 42,594 33,295
Accrued compensation ................................................................ 12,641 13,053
Accrued additional purchase consideration ........................................... 8,525 10,283
Accrued income taxes ................................................................ 933
Accrued restructuring costs ......................................................... 573 3,586
Other accrued liabilities ........................................................... 22,457 19,476
------------- -------------
Total current liabilities ....................................................... 245,566 80,687
Long-term credit facility .............................................................. 171,065
Other long-term debt ................................................................... 1,500 4,266
Deferred income taxes .................................................................. 6,820 4,902
Other long-term liabilities ............................................................ 7,531 1,328
------------- -------------
Total liabilities ............................................................... 261,417 262,248
------------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none outstanding ......
Common stock, $.001 par value, 150,000,000 shares authorized, 13,132,724
and 12,993,730 shares, respectively, issued and outstanding ......................... 13 13
Additional paid-in capital ........................................................... 52,501 52,041
Notes receivable for stock loans ..................................................... (4,820) (4,820)
Accumulated other comprehensive loss ................................................. (6,255) (3,627)
Retained earnings .................................................................... 55,343 46,146
------------- -------------
Total stockholders' equity ...................................................... 96,782 89,753
------------- -------------
Total liabilities and stockholders' equity ...................................... $ 358,199 $ 352,001
============= =============
See accompanying notes to consolidated financial statements.
32
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Per Share Amounts)
Fiscal Year Ended April 30,
--------------------------------------------------
2002 2001 2000
--------------- --------------- ---------------
Revenues ................................................... $ 640,084 $ 603,278 $ 547,061
Cost of revenues ........................................... 463,107 429,550 387,184
--------------- --------------- ---------------
Gross profit ........................................ 176,977 173,728 159,877
Selling, general and administrative expenses ............... 147,736 141,475 119,028
Amortization expense ....................................... 100 2,754 2,164
Restructuring costs ........................................ 8,292 1,467
Abandoned public offering costs ............................ 1,677
--------------- --------------- ---------------
Operating income .................................... 29,141 19,530 37,218
Other (income) expense:
Interest expense ........................................ 13,541 14,380 10,912
Interest income ......................................... (814) (761) (371)
Gain on sale of securities .............................. (15,826)
Other ................................................... 541 (459) 151
--------------- --------------- ---------------
Income before provision for income
taxes and extraordinary items ............................ 15,873 6,370 42,352
Provision for income taxes ................................. 6,676 2,677 17,788
--------------- --------------- ---------------
Income before extraordinary items 9,197 3,693 24,564
Extraordinary items--losses on early terminations
of debt, net of income taxes $47 and $1,023,
respectively ............................................. 64 1,413
--------------- --------------- ---------------
Net income ................................................. $ 9,197 $ 3,629 $ 23,151
=============== =============== ===============
Net income per share:
Basic:
Income from before extraordinary items .............. $ 0.70 $ 0.29 $ 1.93
Extraordinary items ................................. 0.01 0.11
--------------- --------------- ---------------
Net income .......................................... $ 0.70 $ 0.28 $ 1.82
=============== =============== ===============
Diluted:
Income from before extraordinary items .............. $ 0.70 $ 0.28 $ 1.76
Extraordinary items ................................. 0.00 0.10
--------------- --------------- ---------------
Net income .......................................... $ 0.70 $ 0.28 $ 1.66
=============== =============== ===============
Weighted average shares outstanding:
Basic ................................................... 13,053 12,934 12,695
Diluted ................................................. 13,101 13,131 13,910
See accompanying notes to consolidated financial statements.
33
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In Thousands, Except Shares)
Common Stock Notes Accumulated
-------------------- Additional Receivable Other Total Total
Number Paid-In For Comprehensive Retained Stockholders' Comprehensive
of shares Amount Capital Stock Loans Loss Earnings Equity Income
Balance at April 24, 1999 .......... 12,585,598 $ 13 $ 47,684 $ (1,958) $ (1,880) $ 19,366 $ 63,225
Employee Stock Purchase
Program ....................... 36,385 530 530
Issuance of common stock to
outside members of the
Board of Directors ............ 6,115 105 105
Exercise of stock options, net
of tax benefits ............... 252,797 3,662 3,662
Comprehensive income:
Net income ................... 23,151 23,151 $ 23,151
Foreign currency
translation adjustment .... (751) (751) (751)
----------
Total comprehensive income ...... $ 22,400
==========
---------- -------- ---------- ----------- ----------- ---------- ----------
Balance at April 30, 2000 .......... 12,880,895 13 51,981 (1,958) (2,631) 42,517 89,922
Employee Stock Purchase
Program ....................... 97,059 609 609
Issuance of common stock to
outside members of the
Board of Directors ............ 8,491 65 65
Exercise of stock options, net
of tax benefits ............... 7,285 65 65
Issuance of notes receivable
for stock loans .............. (2,862) (2,862)
Buyback of rights to warrants ... (679) (679)
Comprehensive income:
Net income ................... 3,629 3,629 $ 3,629
Foreign currency
translation adjustment .... (996) (996) (996)
----------
Total comprehensive income ...... $ 2,633
==========
---------- -------- ---------- ----------- ----------- ---------- ----------
Balance at April 30, 2001 .......... 12,993,730 13 52,041 (4,820) (3,627) 46,146 89,753
Employee Stock Purchase
Program ....................... 134,535 440 440
Issuance of common stock to
outside members of the
Board of Directors ............ 4,459 20 20
Comprehensive income:
Net income ................... 9,197 9,197 $ 9,197
Changes in fair market value
of financial instrument, net
of tax of $1,540 ............ (2,126) (2,126) (2,126)
Foreign currency
translation adjustment .... (502) (502) (502)
----------
Total comprehensive income ...... $ 6,569
==========
---------- -------- ---------- ----------- ----------- ---------- ----------
Balance at April 30, 2002 .......... 13,132,724 $ 13 $ 52,501 $ (4,820) $ (6,255) $ 55,343 $ 96,782
========== ======== ========== =========== =========== ========== ==========
See accompanying notes to consolidated financial statements.
34
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
Fiscal Year Ended April 30,
--------------------------------------------
2002 2001 2000
--------------------------------------------
Cash flows from operating activities:
Net income .................................................................... $ 9,197 $ 3,629 $ 23,151
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense ....................................... 10,976 12,405 10,443
Extraordinary loss .......................................................... 64 1,413
Restructuring costs, net of cash paid ....................................... (2,179) 2,270 (247)
Gain on sale of securities .................................................. (15,826)
Loss on sale of subsidiary .................................................. 318
Amortization of deferred financing costs .................................... 712 573 672
Deferred income taxes ....................................................... 488 (1,718) (174)
Changes in current assets and liabilities (net of assets acquired and
assumed in business combinations accounted for under the purchase method):
Accounts receivable ....................................................... (2,217) 10,352 (9,847)
Inventories ............................................................... 5,606 (6,260) (7,048)
Prepaid expenses and other assets ......................................... 339 (2,944) (3,717)
Accounts payable .......................................................... 7,836 (3,909) (6,951)
Accrued liabilities ....................................................... 6,579 (3,404) 11,915
------------ ------------- -------------
Net cash provided by operating activities ............................. 37,337 11,058 4,102
------------ ------------- -------------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received ............................... (9,301) (25,200) (31,827)
Cash paid for additional purchase consideration ............................... (10,260) (7,698) (4,643)
Additions to property and equipment ........................................... (12,270) (10,291) (16,209)
Cash collection of note receivable issued with sale of subsidiary ............. 854 2,544 1,246
Cash received on the sale of property and equipment ........................... 11,766 10,838 2,704
Purchase of securities ........................................................ (2,400)
Proceeds from the sale of securities .......................................... 18,226
Cash paid for equity investment ............................................... (1,557)
Cash collection of other notes receivable ..................................... 1,650
Cash surrender value of terminated life insurance contracts ................... 657
Other ......................................................................... (2) (11) (246)
------------ ------------- -------------
Net cash used in investing activities ................................. (17,563) (29,161) (34,706)
------------ ------------- -------------
Cash flows from financing activities:
Proceeds from credit facility borrowings ...................................... 170,649 166,821 131,667
Payments of credit facility borrowings ........................................ (184,819) (130,639) (100,619)
Payments of short-term debt, net .............................................. (354) (10,492) (547)
Payment from issuance of subordinated related party debt ...................... (4,878)
Proceeds from issuance of other long-term debt ................................ 113 2,664
Payments of other long-term debt .............................................. (2,439) (1,012) (1,242)
Issuance of notes receivable for stock loans .................................. (2,862)
Payments of deferred financing costs .......................................... (260) (243) (2,354)
Proceeds from common stock issued under employee benefit programs ............. 440 666 3,140
Issuance of common stock to outside directors ................................. 20 65 104
------------ ------------- -------------
Net cash (used in) provided by financing activities ................... (16,650) 17,426 32,813
------------ ------------- -------------
Effect of exchange rates on cash and cash equivalents ............................ 12 (48) 35
------------ ------------- -------------
Net increase (decrease) in cash and cash equivalents ............................. 3,136 (725) 2,244
Cash and cash equivalents at beginning of period ................................. 2,126 2,851 607
------------ ------------- -------------
Cash and cash equivalents at end of period ....................................... $ 5,262 $ 2,126 $ 2,851
============ ============= =============
(Continued)
35
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands, Except Shares)
Fiscal Year Ended April 30,
----------------------------------------------
2002 2001 2000
------------- ------------- ---------------
Supplemental disclosures of cash flow information:
Interest paid ..................................................... $ 12,132 $ 14,150 $ 8,773
Income taxes paid ................................................. $ 6,423 $ 11,419 $ 10,826
During Fiscal 2002, Fiscal 2001 and Fiscal 2000, the Company paid a
total of $19,561, $32,898 and $36,470, respectively, in cash representing the
aggregate of: 1) the initial fixed consideration for purchase acquisitions, 2)
earn-out provisions and other purchase price adjustments relating to certain
acquisitions and 3) acquisition costs such as legal and accounting fees
associated with certain business combinations all of which related to business
combinations that were accounted for under the purchase method of accounting.
The fair value of the assets and liabilities at the date of acquisition and the
impact of recording the various earn-outs and acquisition costs are as follows:
Fiscal Year Ended April 30,
-------------------------------------------
2002 2001 2000
------------ ----------- ----------
Accounts receivable .................................................. $ 739 $ 10,308 $ 14,860
Inventories .......................................................... 810 4,021 4,760
Prepaid expenses and other current assets ............................ 901 1,839
Property and equipment ............................................... 65 3,761 7,044
Intangible assets(1) ................................................. 18,531 23,191 23,244
Other assets ......................................................... 158 153
Net assets held for sale ............................................. 10,012
Short-term debt ...................................................... (601)
Note payable for acquisition ......................................... (10,337)
Accounts payable ..................................................... (348) (3,660) (7,315)
Accrued liabilities .................................................. (236) (5,739) (5,386)
Long-term debt ....................................................... (986)
Other long-term liabilities .......................................... (43) (817)
--------- ---------- ----------
Net assets acquired ........................................... $ 19,561 $ 32,898 $ 36,470
========= ========== ==========
Noncash transactions:
.. At the end of Fiscal 2002, Fiscal 2001 and Fiscal 2000, the Company had
$8,525, $10,283 and $9,581 accrued as additional purchase consideration for
earn-outs, respectively.
.. During Fiscal 2001, the Company sold an equity investment in exchange for a
note receivable totaling $1,789.
.. During Fiscal 2001 and Fiscal 2000, the Company recorded additional paid-in
capital of $8 and $1,052, respectively, related to the tax benefit of stock
options exercised.
.. During Fiscal 2001 and Fiscal 2000, the Company issued 37 and 5 warrants,
respectively, in the aggregate to the former noteholders of the Subordinated
Related Party Debt.
.. During Fiscal 2000, the Company issued notes payable totaling $10,337 in
conjunction with a business combination.
.. During Fiscal 2000, the Company sold one of its subsidiaries and an
associated building in exchange for notes receivable totaling $3,444.
(1) Due to the accrual of earn-out provisions, intangible assets include cash
payments during the period related to prior period acquisitions.
See accompanying notes to consolidated financial statements.
36
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
NOTE 1--BACKGROUND
Workflow Management, Inc. (collectively with its subsidiaries, the
"Company" or "Workflow") is a Delaware corporation formed by U.S. Office
Products Company, also a Delaware corporation ("U.S. Office Products"), in
connection with U.S. Office Products' strategic restructuring plan that was
consummated June 9, 1998 (the "Strategic Restructuring Plan"). As part of its
Strategic Restructuring Plan, U.S. Office Products (i) transferred to the
Company substantially all the assets and liabilities of U.S. Office Products'
Print Management Division and (ii) distributed to holders of U.S. Office
Products' common stock 14,643 shares (the "Distribution" or "Workflow
Distribution") of the Company's common stock, par value $.001 per share
("Company Common Stock") pursuant to a distribution agreement (the "Distribution
Agreement"). Holders of U.S. Office Products' common stock were not required to
pay any consideration for the shares of the Company Common Stock they received
in the Distribution. The Distribution occurred on June 9, 1998 (the
"Distribution Date"). U.S. Office Products and the Company entered into a number
of agreements to facilitate the Distribution and the transition of the Company
to an independent business enterprise.
Workflow is the largest distributor of printed business products in
North America and is also a leading provider of end-to-end business management
outsourcing solutions that allows 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
43,000 customers in North America ranging in size from small businesses to
Fortune 100 companies. The Company is comprised of two main operating divisions
- the Workflow Solutions Division, which 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 the Workflow
Printing Division, which produces custom business documents, envelopes/direct
mail, commercial printing, specialty packaging and labels and signs. Workflow
employs approximately 3,200 persons and has 18 manufacturing facilities, 15
distribution centers, 8 print-on-demand centers and 63 sales offices throughout
North America.
NOTE 2--BASIS OF PRESENTATION
The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of Workflow, including
companies acquired in business combinations accounted for under the purchase
method from their respective dates of acquisition. All significant intercompany
accounts and transactions have been eliminated.
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates include accounts receivable and inventory reserves, useful lives of
fixed and intangible assets and recovery of goodwill.
Definition of Fiscal Year
As used in these consolidated financial statements and related notes to
consolidated financial statements, "Fiscal 2002", "Fiscal 2001" and "Fiscal
2000" refer to the Company's fiscal years ended April 30, 2002, 2001 and 2000,
respectively. During Fiscal 2000, the Company's Board of Directors approved a
change in the definition of the Company's fiscal year-end date from the last
Saturday in April to April 30th of each year. As a result of this change, Fiscal
2002 and 2001 were comprised of 365 days as compared to Fiscal 2000 which was
comprised of 372 days.
37
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Reclassifications
Certain reclassifications have been made in the Fiscal 2001 and Fiscal
2000 financial statements to conform to the Fiscal 2002 presentation.
Cash and Cash Equivalents
The Company considers temporary cash investments with original
maturities of three months or less from the date of purchase to be cash
equivalents.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
Receivables arising from sales to customers are not collateralized and, as a
result, management continually monitors the financial condition of its customers
to reduce the risk of loss. The Company's five largest customers accounted for
8.7%, 8.2% and 10.4% of the Company's revenues for Fiscal 2002, Fiscal 2001 and
Fiscal 2000, respectively. The Company's single largest customer accounted for
3.6%, 2.2% and 2.7% of revenues for Fiscal 2002, Fiscal 2001 and Fiscal 2000,
respectively.
Inventories
Inventories are stated at the lower of cost or market with cost
determined on a first-in, first-out (FIFO) basis and consist primarily of
products held for sale. Inventory manufactured by the Company includes the cost
of materials, labor and manufacturing overhead.
Property and Equipment
Property and equipment is stated at cost. Additions and improvements
are capitalized. Maintenance and repairs are expensed as incurred. Depreciation
of property and equipment is calculated using the straight-line method over the
estimated useful lives of the respective assets. The estimated useful lives
range from 25 to 40 years for buildings and their components and 3 to 15 years
for furniture, fixtures and equipment. Property and equipment leased under
capital leases is amortized over the lesser of its useful life or its lease
terms. Gains and losses on the disposition of property and equipment are
computed based upon the difference between the sales proceeds received and the
net book value of the fixed asset at the date of the disposal.
Goodwill
As a result of the many purchase business combinations completed by
Workflow since its inception, a substantial portion of the Company's total
assets is represented by goodwill, which totaled $128,232 at April 30, 2002.
During Fiscal 2002, Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill and Other Intangible Assets, was issued. Workflow adopted this new
standard and as a result, the Company ceased to amortize goodwill effective May
1, 2001. In lieu of amortization, during the first half of Fiscal 2002 Workflow
performed an initial impairment review of its goodwill as of the implementation
date, following which the Company concluded that there was no impairment of
goodwill at May 1, 2001. Workflow recently completed the required annual ongoing
impairment review of its goodwill at April 30, 2002. Consistent with the
Company's initial test, no impairment of recorded goodwill was required as a
result of this analysis. Workflow intends to perform an 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
Workflow's reporting units and there can be no assurance that at the time such
reviews are completed a material impairment charge will not be recorded.
38
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Earn-Out Agreements
Several of the acquisition agreements for the Company's business
combinations accounted for under the purchase method of accounting include
earn-out provisions that could result in additional purchase consideration
payable in the form of cash payments in subsequent periods dependent upon
specific future operating performance criteria. The Company records additional
purchase consideration under these earn-out provisions in accordance with SFAS
No. 141, "Business Combinations". As such, when the outcome of the contingency
under the earn-out is determinable beyond a reasonable doubt, the Company
records the expected earn-out payment as goodwill and accrues the earn-out as an
accrued liability on the Company's balance sheet.
Translation of Foreign Currencies
The financial statements include the results of the Company's Canadian
operations which are translated from Canadian dollars, their functional
currency, into U.S. dollars. Balance sheet accounts of foreign subsidiaries are
translated using the year-end exchange rate and the statement of income accounts
are translated using the average prevailing exchange rate during the year.
Translation adjustments are recorded in stockholders' equity as a component of
accumulated other comprehensive income (loss). Foreign currency transaction
gains and losses are recorded in income when realized.
Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments including
cash and cash equivalents, accounts receivable and accounts payable approximate
fair value. The face amounts of the Company's credit facility, subordinated debt
and other long-term debt, approximate their fair values.
Income Taxes
The Company provides for deferred taxes on temporary differences
arising from assets and liabilities whose bases are different for financial
reporting and state, federal and foreign income tax purposes. A valuation
allowance is recorded to reduce deferred tax assets when it is more likely than
not that a tax benefit will not be realized.
Taxes on Undistributed Earnings
No provision is made for U.S. income taxes on earnings of the Company's
Canadian subsidiary company which the Company controls but does not include in
the consolidated federal income tax return since it is management's practice and
intent to permanently reinvest the earnings of this subsidiary. Upon
distribution of those earnings in the form of dividends or otherwise, the
Company would be subject to both U.S. income taxes (subject to an adjustment for
foreign tax credits) and withholding taxes payable to the foreign country.
Revenue Recognition
Revenue is recognized when title of goods and risk of loss passes to
the buyer or upon completion of services provided to the customer. Returns of
the Company's product are not considered material. Delivery costs billed to
customers are recognized in revenues.
39
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Cost of Revenues
Vendor rebates are recognized on an accrual basis in the period earned
and are recorded as a reduction to cost of revenues. All delivery and warehouse
occupancy costs are included in cost of revenues.
Advertising Costs
The Company expenses advertising costs when the advertisement occurs.
Advertising costs are included in the consolidated statement of income as a
component of selling, general and administrative expenses. Advertising expense
for Fiscal 2002, Fiscal 2001 and Fiscal 2000 was $196, $564 and $1,221,
respectively.
Research and Development Costs
Research and development costs are charged to operations in the year
incurred. Research and development costs are included in the consolidated
statement of income as a component of selling, general and administrative
expenses.
Internally Developed Software
Internal costs related to internally developed software such as
internal salaries and supplies are expensed as incurred as a component of
selling, general and administrative expenses until the internally developed
software reaches its technological feasibility. External costs related to
internally developed software, such as outside programmers and consultants, are
capitalized as property and equipment and expensed over the expected useful life
of the software, normally three to five years. During Fiscal 2002, Fiscal 2001
and Fiscal 2000, the Company capitalized $1,391, $621 and $234, respectively, in
internal salaries and outside consulting fees for internally developed software.
Restructuring Costs
The Company records the costs of consolidating acquired operations into
existing Company facilities, including the external costs and liabilities to
close redundant Company facilities and severance and relocation costs related to
the Company's employees in accordance with Emerging Issues Task Force Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs incurred in Restructuring)."
40
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
New Accounting Pronouncements
Accounting for Derivative Instruments and Hedging Activities. In June
1998, the Financial Accounting Standards Board ("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 May 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, Workflow implemented SFAS No. 133 as amended. The
adoption of this new standard did not have a material impact on the Company's
results of operations, financial position or cash flows.
Business Combinations and Goodwill and Other Intangible Assets. In July
2001, the FASB issued SFAS No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 141 requires that business
combinations initiated subsequent to June 30, 2001, must be accounted for by
using the purchase method of accounting. SFAS No. 142 supersedes Accounting
Principles Board ("APB") Opinion No. 17, "Intangible Assets," however, the new
statement carries forward provisions in APB Opinion No. 17 related to internally
developed intangible assets. SFAS No. 142 requires that the Company discontinue
the amortization of goodwill. Early adoption of SFAS No. 142 was allowed for
those companies with fiscal years beginning after March 15, 2001. Workflow
adopted and applied SFAS No. 142 as of May 1, 2001, the beginning of Fiscal
2002. SFAS No. 142 further requires companies to test goodwill and other
indefinite lived intangible assets on an annual basis for impairment.
Accounting for the Impairment or Disposal of Long-Lived Assets. In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which supersedes both SFAS No. 121 and the
accounting and reporting provisions of APB No. 30, for the disposal of a
business. SFAS 144 provides a single accounting model for long-lived assets to
be disposed of. Although retaining many of the fundamental recognition and
measurement provisions of SFAS 121, the new rules change the criteria to be met
to classify an asset as held-for-sale. The new rules also broaden the criteria
regarding classification of a discontinued operation. Workflow was required to
adopt the provisions of SFAS 144 effective May 1, 2002. Workflow believes that
the adoption of SFAS 144 will not have a material impact on its results of
operations, financial position or cash flows.
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.
41
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
NOTE 4--BUSINESS COMBINATIONS
During Fiscal 2002, Fiscal 2001 and Fiscal 2000, the Company made two,
eight and six acquisitions, respectively, accounted for under the purchase
method (the "Purchased Companies"). 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 $19,561, $32,898 and $36,470
during Fiscal 2002, Fiscal 2001 and Fiscal 2000, respectively. A note payable of
$10,337 was issued in conjunction with one of the Purchased Companies during
Fiscal 2000. The total assets acquired with the Purchased Companies during
Fiscal 2002, Fiscal 2001 and Fiscal 2000, were $20,145, $42,340 and $61,912,
respectively, including intangible assets of $18,531, $23,191 and $23,244,
respectively.
The majority of the Purchased Companies have earn-out provisions that
could result in additional purchase consideration payable in subsequent periods,
ranging from three to five years, dependent upon the future earnings of these
acquired companies. During Fiscal 2002, Fiscal 2001 and Fiscal 2000, $10,260,
$7,698 and $4,643, respectively, of additional purchase consideration was paid
by the Company in connection with earn-out provisions and another $8,525 has
been accrued for these earn-out provisions at April 30, 2002. The additional
consideration, whether paid or accrued, has been reflected in the accompanying
balance sheet as goodwill at April 30, 2002.
The following presents the unaudited pro forma results of operations of
the Company for Fiscal 2002 and Fiscal 2001, as if the purchase acquisitions
completed since the beginning of Fiscal 2001 had been consummated at the
beginning of Fiscal 2001. The Fiscal 2000 column reflects purchase acquisitions
completed during Fiscal 2000 and Fiscal 2001, as well as the sale of a small
subsidiary in September 1999, as if such transactions had occurred as of the
beginning of Fiscal 2000. The pro forma results of operations presented below
include certain pro forma adjustments to reflect the increased interest expense
and reductions in executive compensation of $41, $728 and $586 for Fiscal 2002,
Fiscal 2001 and Fiscal 2000, respectively, at the acquired companies:
Fiscal Year Ended April 30,
---------------------------------------------
2002 2001 2000
------------- ------------- ----------------
Revenues ............................................................ $ 640,547 $ 651,590 $ 670,294
Income before extraordinary items ................................... 9,285 4,626 26,204
Net income .......................................................... 9,285 4,562 24,791
Income before extraordinary items per share:
Basic ............................................................ $ 0.71 $ 0.36 $ 2.06
Diluted .......................................................... 0.71 0.35 1.88
Net income per share:
Basic ............................................................ $ 0.71 $ 0.35 $ 1.95
Diluted .......................................................... 0.71 0.35 1.78
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 Fiscal 2000, as applicable, or the results which may occur in
the future. Fiscal 2001 and 2000 data assume $3,116 and $2,587, respectively, of
goodwill amortization. Excluding such amortization, pro forma net income and
basic and diluted net income per share would have been $6,370, $0.49 and $0.49,
respectively, for Fiscal 2001, and $26,292, $2.07 and $1.89, respectively, for
Fiscal 2000. The Fiscal 2001 data reflects restructuring and abandoned public
offering costs of $8,292 and $1,677, respectively. The Fiscal 2000 data reflects
restructuring costs of $1,467 and a gain on sale of securities of $15,826.
42
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
NOTE 5--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 $1,331 and $681 for severance and utilized an additional $1,682 and
$4,025 for facility closures and asset write-downs associated with this plan in
Fiscal 2002 and Fiscal 2001, respectively.
During Fiscal 2000, the Company incurred expenses of $1,467, at its'
Canadian subsidiary, associated with the reorganization of certain executive and
administrative functions and the closure of one of the Canadian manufacturing
facilities. As a result of the restructuring plan, the Company paid $1,316 and
$151 in Fiscal 2001 and Fiscal 2000, respectively, for severance agreements,
facility closures and various other fees associated with this plan.
Under the restructuring plans implemented during Fiscal 2001 and Fiscal
2000, the Company intended to terminate and provide severance benefits to 100
and 39 employees, respectively. During Fiscal 2002, Fiscal 2001 and Fiscal 2000,
the Company terminated and provided severance benefits to 100, 31 and 9
employees, respectively. By the end of Fiscal 2002, the Company had terminated
all employees it intends to terminate under the restructuring plans. However,
certain severed employees have delayed severance payments. The majority of the
workforce reductions were within the production area and backroom functions such
as accounting, human resources and administration.
The following table sets forth the Company's accrued restructuring
costs for the three-year period ended April 30, 2002:
Facility Other Asset
Closure and Severance and Write-downs
Consolidation Terminations and Costs Total
------------- -------------- ------------ -----------
Balance at April 24, 1999 ............ $ - $ 189 $ - $ 189
Additions ..................... 15 1,434 18 1,467
Utilizations .................. (15) (307) (18) (340)
------------- -------------- ------------ -----------
Balance at April 30, 2000 ............ - 1,316 - 1,316
Additions ..................... 3,401 2,070 2,821 8,292
Utilizations .................. (1,779) (1,997) (2,246) (6,022)
------------- -------------- ------------ -----------
Balance at April 30, 2001 ............ 1,622 1,389 575 3,586
Utilizations .................. (1,522) (1,331) (160) (3,013)
------------- -------------- ------------ -----------
Balance at April 30, 2002 ............ $ 100 $ 58 $ 415 $ 573
============= ============== ============ ===========
NOTE 6 - ABANDONED PUBLIC OFFERING COSTS
During Fiscal 2001, the Company abandoned its effort for a tax free
spin-off and subsequent public offering of its iGetSmart.com subsidiary due to
market conditions and expensed certain accounting, legal and consulting fees
associated with the effort totaling $1,677.
43
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
NOTE 7--INVENTORIES
Inventories consist of the following:
April 30,
------------------------
2002 2001
----------- -----------
Raw materials .................................................... $ 12,661 $ 15,480
Work-in-process .................................................. 7,521 8,595
Finished goods ................................................... 30,347 31,497
----------- -----------
Total inventories ....................................... $ 50,529 $ 55,572
=========== ===========
NOTE 8--PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
April 30,
------------------------
2002 2001
----------- -----------
Land ............................................................. $ 145 $ 1,106
Buildings ........................................................ 351 5,999
Furniture and fixtures ........................................... 31,827 31,210
Computer equipment and software .................................. 23,105 17,824
Warehouse and printing equipment ................................. 33,320 31,743
Equipment under capital leases ................................... 1,725 2,792
Leasehold improvements ........................................... 9,129 7,605
----------- -----------
99,602 98,279
Less: Accumulated depreciation ................................... (50,610) (41,856)
----------- -----------
Property and equipment, net ...................................... $ 48,992 $ 56,423
=========== ===========
Depreciation expense for Fiscal 2002, Fiscal 2001 and Fiscal 2000 was
$10,876, $9,651 and $8,279, respectively. During Fiscal 2002, the Company
disposed of virtually all of its owned land and buildings in a sale and
leaseback transaction with proceeds of $6,700. The $2,777 gain on this
transaction was deferred and is being amortized over the life of the related
lease.
NOTE 9--GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill consists of the following:
Workflow Workflow
Printing Solutions Total
---------- --------- ------------
Balance at April 30, 2000, net of
accumulated amortization of $3,837 ................ $ 46,911 $ 44,175 $ 91,086
Additions ...................................... 12,587 15,289 27,876
Disposals ...................................... (249) (3,729) (3,978)
Amortization ................................... (1,400) (1,349) (2,749)
----------- ---------- ------------
Balance at April 30, 2001, net of
accumulated amortization of $5,805 ................ 57,849 54,386 112,235
Additions ...................................... 5,705 10,672 16,377
Write-off due to sale of subsidiary ............ (380) -- (380)
----------- ---------- ------------
Balance at April 30, 2002, net of
accumulated amortization of $5,805 ................ $ 63,174 $ 65,058 $ 128,232
========== ========== ============
Goodwill amortization expense for Fiscal 2001 and Fiscal 2000 was $2,749
and $2,113, respectively.
44
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and
No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that
business combinations initiated subsequent to June 30, 2001, must be accounted
for by using the purchase method of accounting. SFAS No. 142 supersedes
Accounting Principles Board ("APB") Opinion No. 17, "Intangible Assets,"
however, the new statement carries forward provisions in APB Opinion No. 17
related to internally developed intangible assets. SFAS No. 142 requires that
the Company discontinue the amortization of goodwill. Early adoption of SFAS No.
142 is allowed for those companies with fiscal years beginning after March 15,
2001. The Company has adopted and applied SFAS No. 142 as of May 1, 2001, the
beginning 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:
Fiscal Year Ended April 30,
---------------------------
2001 2000
------------ -----------
Income before extraordinary items reconciliation:
Reported income before extraordinary items ............................ $ 3,693 $ 24,564
Add: Goodwill amortization ........................................... 1,595 1,225
------------ ------------
Adjusted income before extraordinary items ............................ $ 5,288 $ 25,789
============ ============
Net income reconciliation:
Reported net income .................................................. $ 3,629 $ 23,151
Add: Goodwill amortization .......................................... 1,595 1,225
------------ ------------
Adjusted net income .................................................. $ 5,224 $ 24,376
============ ============
Basic income before extraordinary items per share:
Reported income before extraordinary items ........................... $ 0.29 $ 1.93
Add: Goodwill amortization .......................................... 0.12 0.10
------------ ------------
Adjusted income before extraordinary items ........................... $ 0.41 $ 2.03
============ ============
Diluted income before extraordinary items per share:
Reported income before extraordinary items ........................... $ 0.28 $ 1.76
Add: Goodwill amortization .......................................... 0.12 0.09
------------ ------------
Adjusted income before extraordinary items ........................... $ 0.40 $ 1.85
============ ============
Basic net income per share:
Reported net income .................................................. $ 0.28 $ 1.82
Add: Goodwill amortization .......................................... 0.12 0.10
------------ ------------
Adjusted net income .................................................. $ 0.40 $ 1.92
============ ============
Diluted net income per share:
Reported net income .................................................. $ 0.28 $ 1.66
Add: Goodwill amortization .......................................... 0.12 0.09
------------ ------------
Adjusted net income .................................................. $ 0.40 $ 1.75
============ ============
Weighted average shares outstanding:
Basic ................................................................ 12,934 12,695
Diluted .............................................................. 13,131 13,910
45
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Intangible assets subject to amortization consist of the following:
April 30,
-----------------------
2002 2001
----------- --------
Non-compete agreements ................................................. $ 398 $ 398
Other .................................................................. 2,004 1,682
----------- --------
2,402 2,080
Less: Accumulated amortization ......................................... (858) (777)
----------- --------
Net intangible assets ............................................ $ 1,544 $ 1,303
=========== ========
Amortization expense for Fiscal 2002, Fiscal 2001 and Fiscal 2000 was
$100, $5 and $51, respectively. Estimated amortization expense for Fiscal 2003,
Fiscal 2004, Fiscal 2005, Fiscal 2006 and Fiscal 2007 is $117, $117, $115, $99
and $96, respectively.
NOTE 10--OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
April 30,
-----------------------
2002 2001
----------- --------
Accrued postage ........................................................ $ 5,210 $ 3,122
Other .................................................................. 17,247 16,354
----------- --------
Total other accrued liabilities ................................. $ 22,457 $ 19,476
=========== ========
NOTE 11--DEBT
April 30,
-----------------------
2002 2001
----------- --------
Short-Term Debt
Short-term debt consists of the following:
Revolving credit facility ................................................ $ 157,150 $
Current maturities of other long-term debt ............................... 693 994
----------- --------
Total short-term debt ........................................... $ 157,843 $ 994
=========== ========
The Company has entered into a secured revolving credit facility with
$183,750 available, subject to certain leverage tests, for working capital and
acquisition purposes, including a $134,750 revolver and a $49,000 amortizing
term note. The existing credit facility is secured by substantially all of the
Company's assets and is subject to terms and conditions typical of a credit
facility of such type and size, including certain financial covenants. At April
30, 2002, the Company had $157,150 outstanding under the credit facility, at an
annual interest rate of approximately 7.8%. The credit facility matures on March
10, 2004. During Fiscal 2002, the Company incurred $11,337 in interest expense
relating to the credit facility.
During the quarter ended April 30, 2002, the Company breached a leverage
covenant in the credit facility. However, the Company's lenders waived the
default ("Waiver") under the leverage covenant, allowing the Company to be in
compliance with the credit facility as of April 30, 2002, and the Company agreed
to amendments to certain provisions of the credit facility. Under the terms of
the Waiver, (i) the leverage ratio from April 30, 2002 through July 30, 2002 was
increased to 4.15 to 1.0, (ii) on July 31, 2002 and thereafter the leverage
ratio will be 3.75 to 1.0 and (iii) certain minimum cumulative consolidated
EBITDA requirements were imposed.
These amendments to the credit facility will allow the Company to pursue
alternative financing sources or otherwise generate cash to reduce borrowings
under the credit facility. If the Company is not able to procure alternative
financing or otherwise generate cash to significantly reduce borrowings under
the credit facility in the near future, then it has agreed in principle with the
lenders to enter into an amended credit facility. The agreement with the
Company's lenders contemplates that the amended credit facility would bear
interest at 12%, mature on October 31, 2003 and provide access to working
capital based on a borrowing base formula. The amended credit facility would
also have financial covenants typical of asset based financing facilities. These
covenants, and other terms and conditions of the amended facility, would be
subject to negotiation with the lenders. Because the Company has not yet reached
agreement with its lenders regarding all of the specific terms and conditions
that would be contained in the amended credit facility, the existing credit
facility must be classified as short-term debt under accounting principles
generally accepted in the United States of America.
Consistent with the Company's agreement with the lenders as described
above, it is currently pursuing alternative financing. The proceeds from any
such alternative financing would be used in large part to repay amounts
outstanding under the Company's existing credit facility. The Company currently
anticipates that it will be able to obtain alternative financing, but it cannot
give any assurance as to when or whether this actually will occur.
The Company anticipates that any alternative financing would subject it
and its subsidiaries to material covenants that would restrict certain aspects
of the Company's operations. The Company also anticipates that this financing
will be secured by substantially all of the Company's and the Company's domestic
subsidiaries' assets and guaranteed by the Company's domestic subsidiaries.
Because of these restrictions, and because the amended credit facility
the Company anticipates entering into with its existing lenders if the Company
is not able to obtain alternative financing also will contain restrictive
covenants, the financing alternative the Company ultimately implements will
impose restrictions on its operations and these restrictions could adversely
affect the Company's liquidity. Specifically, (i) the Company's ability to
obtain additional financing for working capital, capital expenditures,
acquisitions or general corporate purposes may be impaired; (ii) the Company
will be required to use a substantial portion of its cash flow from operations
to pay interest on the Company's indebtedness, which will reduce the funds
available to the Company for other purposes; and (iii) the Company's level of
indebtedness will make the Company more vulnerable to economic downturns and
adverse developments in the Company's business.
Long-Term Debt
Long-Term debt consists of the following:
April 30,
-------------------------
2002 2001
----------- ----------
Revolving credit facility ................................................. $ $ 171,065
Notes payable, secured by certain assets of the Company, weighted average
interest rates of 6.99% and 4.61%, respectively ......................... 590 2,177
Capital lease obligations, weighted average interest rates of 5.87%
and 8.69%, respectively ................................................. 1,603 3,083
----------- ----------
2,193 176,325
Less: Current maturities of long-term debt ................................ (693) (994)
----------- ----------
Total long-term debt ............................................... $ 1,500 $ 175,331
=========== ==========
Maturities of Long-Term Debt
Maturities on long-term debt, including capital lease obligations, are
as follows:
Fiscal year:
2003 ............................................................................ $ 693
2004 ............................................................................ 772
2005 ............................................................................ 575
2006 ............................................................................ 153
----------
Total maturities of long-term debt .......................................... $ 2,193
==========
46
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Letters of Credit
In addition, the Company also had outstanding letters of credit of
approximately $3,635 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.
47
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
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 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 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 per the guidelines of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." Effective May 1,
2001, the Company has implemented SFAS No. 133 as amended. 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. Per the guidelines of SFAS No. 133, the Company classified
the Swap as a cash flow hedge. This Swap is cash settled quarterly dependent
upon the movement of 3-month LIBOR rates. In measuring the fair value of the
Swap at April 30, 2002, the Company recorded a long-term liability of $3,666 and
a loss in other comprehensive income, net of taxes, of $2,126. The Company
recognized in earnings, as additional interest expense, $1,903 for Fiscal 2002,
for the change in the prevailing LIBOR rate compared to the fixed rate under the
Swap agreement.
48
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
NOTE 12--INCOME TAXES
Domestic and foreign income (loss) before provision for income taxes and
extraordinary items consist of the following:
Fiscal Year Ended April 30,
-------------------------------------
2002 2001 2000
----------- ----------- -----------
Domestic .................................................... $ 1,906 $ (6,373) $ 31,719
Foreign ..................................................... 13,967 12,743 10,633
----------- ----------- -----------
Total .................................................. $ 15,873 $ 6,370 $ 42,352
=========== =========== ===========
The provision for income taxes consists of:
Fiscal Year Ended April 30,
-------------------------------------
2002 2001 2000
----------- ----------- -----------
Current income tax provision (benefit):
Federal ................................................... $ 642 $ (1,346) $ 9,812
State ..................................................... 210 204 2,902
Foreign ................................................... 5,336 5,537 5,248
----------- ----------- -----------
6,188 4,395 17,962
Deferred income tax provision (benefit) ..................... 488 (1,718) (174)
----------- ----------- -----------
Total provision for income taxes ....................... $ 6,676 $ 2,677 $ 17,788
=========== =========== ===========
Deferred taxes are comprised of the following:
April 30,
------------------------
2002 2001
----------- -----------
Current deferred tax assets:
Inventory ................................................. $ 2,025 $ 1,265
Allowance for doubtful accounts ........................... 1,902 1,300
Accrued liabilities ....................................... 1,953 2,501
Other ..................................................... 1,540 --
----------- -----------
Total current deferred tax assets ...................... 7,420 5,066
----------- -----------
Long-term deferred tax assets (liabilities):
Property and equipment .................................... (2,942) (3,477)
Intangible assets ......................................... (4,576) (2,425)
Other ..................................................... 698 1,000
----------- -----------
Total long-term deferred tax liabilities ............... (6,820) (4,902)
----------- -----------
Net deferred tax asset ................................. $ 600 $ 164
=========== ===========
49
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
The Company's effective income tax rate varied from the U.S. federal statutory
tax rate as follows:
Fiscal Year Ended April 30,
----------------------------------
2002 2001 2000
---------- ---------- ----------
U.S. federal statutory rate.................................................... 35.0% 35.0% 35.0%
State income taxes, net of federal income tax benefit.......................... 7.5 (5.8) 6.1
Foreign earnings not subject to U.S. taxes..................................... (29.9) (70.0) (10.7)
Nondeductible goodwill amortization............................................ 4.5 0.5
Foreign taxes.................................................................. 29.5 78.8 10.4
Other.......................................................................... (0.5) 0.7
---------- ---------- ----------
Effective income tax rate...................................................... 42.1% 42.0% 42.0%
========== ========== ==========
NOTE 13--LEASE COMMITMENTS
The Company leases various types of warehouse and office facilities and
equipment, furniture and fixtures under noncancelable lease agreements which
expire at various dates. Future minimum lease payments under noncancelable
capital and operating leases are as follows:
Capital Operating
Leases Leases
---------- ----------
Fiscal year:
2003 .............................................................................. $ 597 $ 13,977
2004 .............................................................................. 705 12,548
2005 .............................................................................. 495 11,226
2006 .............................................................................. 10,020
2007 .............................................................................. 8,997
Thereafter ........................................................................... 42,800
---------- ----------
Total minimum lease payments ......................................................... 1,797 $ 99,568
==========
Less: Amounts representing interest .................................................. (194)
----------
Present value of net minimum lease payments .......................................... $ 1,603
==========
Rent expense for all operating leases for Fiscal 2002, Fiscal 2001 and
Fiscal 2000 was $14,062, $11,531 and $9,152, respectively.
NOTE 14--COMMITMENTS AND CONTINGENCIES
Distribution
Under the terms of a stock distribution agreement entered into between
Workflow and U.S. Office Products in June 1998 when the Company was spun-off
from U.S. Office Products, it was obligated, subject to a maximum obligation
of $1,750, to indemnify U.S. Office Products for certain liabilities incurred by
U.S. Office Products prior to the spin-off, including liabilities under federal
securities laws. This indemnification obligation is reduced by any insurance
proceeds actually recovered in respect of the indemnification obligation and is
shared on a pro rata basis with the other three divisions of U.S. Office
Products which were spun-off from U.S. Office Products at the same time.
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. Workflow has not received any notice or claim from U.S. Office
Products alleging that these lawsuits are within the scope of the Workflow's
indemnification obligation, but the Company believes that certain liabilities
and costs associated with these lawsuits, up to a maximum of $1,750 may to be
subject to Workflow's indemnification obligation. 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.
50
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
The Company is not able to conclude that a claim by U.S. Office Products
against Workflow pursuant to the foregoing indemnification obligations is
probable because the decision to pursue that claim rests solely with the
creditors of U.S. Office Products that are parties to the bankruptcy proceeding.
Postemployment Benefits
The Company has entered into employment agreements with several employees
that would result in payments to these employees upon a change of control or
certain other events. No amounts have been accrued at April 30, 2002 related to
these agreements, as no change of control has occurred.
Other
The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.
NOTE 15--EMPLOYEE BENEFIT PLANS
401(k) Retirement Plan
Effective upon the Distribution, the Company adopted its 401(k) Retirement
Plan (the "401(k) Plan") which allows employee contributions in accordance with
Section 401(k) of the Internal Revenue Code. The Company may match a portion of
employee contributions and all full-time employees are eligible to participate
in the 401(k) Plan after six months of service. For Fiscal 2002, Fiscal 2001 and
Fiscal 2000, expenses associated with the 401(k) Plan were $814, $665 and $490,
respectively.
51
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
NOTE 16--STOCKHOLDERS' EQUITY
Income Per Share
Basic income per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted income reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. The following information presents the
Company's computations of basic and diluted income per share for the periods
presented in the consolidated statement of income:
Fiscal Year Ended April 30,
------------------------------------
2002 2001 2000
---------- ---------- ----------
Basic income before extraordinary items per share:
Income before extraordinary items ................................................ $ 9,197 $ 3,693 $ 24,564
========== ========== ==========
Weighted average number of
common shares outstanding .................................................... 13,053 12,934 12,695
========== ========== ==========
Basic income before extraordinary items per share ................................ $ 0.70 $ 0.29 $ 1.93
========== ========== ==========
Diluted income before extraordinary items per share:
Income before extraordinary items ................................................ $ 9,197 $ 3,693 $ 24,564
========== ========== ==========
Weighted average number of:
Common shares outstanding .................................................... 13,053 12,934 12,695
Potentially dilutive shares* ................................................. 48 197 1,215
---------- ---------- ----------
Total .................................................................... 13,101 13,131 13,910
========== ========== ==========
Diluted income before extraordinary items per share ................................. $ 0.70 $ 0.28 $ 1.76
========== ========== ==========
* The Company had additional employee stock options outstanding during the
periods presented that were not included in the computation of diluted income
per share because they were anti-dilutive. Options to purchase 4,613, 4,556 and
239 shares of common stock were anti-dilutive and outstanding during Fiscal
2002, Fiscal 2001 and Fiscal 2000, respectively.
Notes Receivable for Stock Loans
During Fiscal 2001 and Fiscal 1999, the Company extended loans to certain
members of management and the Board of Directors ("Stock Loans") for the
purchase, in the open market, of the Company's Common Stock by those
individuals. The Stock Loans are unsecured, full recourse promissory notes
bearing interest at 6.75% and 8.0% per annum with principal and interest payable
at maturity on January 2, 2003. Upon a change of control of the Company, as
defined on the notes, the principal amount and accrued interest outstanding
under the Stock Loans is forgiven. At April 30, 2002, $4,820 and $704 in
principal and interest, respectively, were outstanding.
52
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Employee Stock Plans
Prior to the Distribution, certain employees of the Company
participated in the U.S. Office Products 1994 Long-Term Incentive Plan ("USOP
Plan") covering employees of U.S. Office Products. Upon the Distribution, the
Company replaced the options to purchase shares of U.S. Office Products common
stock held by its employees with options to purchase shares of common stock of
the Company. In order to keep the Company employees that were option holders in
the USOP Plan in the same economic position immediately before and after the
Distribution, the number of U.S. Office Products' options held by Company
personnel was multiplied by 1.556 and the exercise price of those options was
divided by 1.556 for purposes of the replacement options. The vesting provisions
and option period of the original grants were not changed.
U.S. Office Products, as the sole stockholder of the Company prior to
the Distribution, approved the provisions of the Company's 1998 Stock Incentive
Plan (the "Plan") that permit issuance of up to 30.0% of the outstanding shares
of the Company's common stock immediately following the Distribution, which
equals 4,393 shares, including the issuance of 600 shares of "incentive stock
options" as that term is defined in the Internal Revenue Code, the options
granted to Jonathan J. Ledecky, Thomas B. D'Agostino, Sr., executive officers
and non-employee directors described below. All employees of the Company and its
subsidiaries, as well as non-employee directors and consultants of the Company,
are eligible for awards under the Plan. Non-qualified stock options and
incentive stock options granted to employees generally are exercisable beginning
one year from the date of grant in cumulative yearly amounts for periods ranging
from one to four years and generally expire ten years from the date of the
grant. The Company's Board of Directors adopted the Plan prior to the
Distribution. As of April 30, 2002, 262 shares have been issued under the Plan.
53
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
The Company accounts for options in accordance with APB Opinion No. 25.
Accordingly, because the exercise prices of the options have equaled the market
price on the date of grant, no compensation expense was recognized for the
options granted. Had compensation expense been recognized based upon the fair
value of the stock options on the grant date under the methodology prescribed by
SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net
income and net income per share would have been impacted as indicated in the
following table:
The pro forma results shown below reflect the impact of options granted
in Fiscal 2001 and Fiscal 2000. No options were granted in Fiscal 2002.
Fiscal Year Ended April 30,
-----------------------------------------------------------
2002 2001 2000
---------------- --------------- ---------------
Net income:
As reported ............................ $ 9,197 $ 3,629 $ 23,151
Pro forma .............................. $ 8,248 $ 2,551 $ 18,100
Net income per share:
As reported:
Basic ............................... $ 0.70 $ 0.28 $ 1.82
Diluted ............................. $ 0.70 $ 0.28 $ 1.66
Pro forma:
Basic ............................... $ 0.63 $ 0.20 $ 1.43
Diluted ............................. $ 0.63 $ 0.19 $ 1.30
The fair value of options granted (which is amortized to expense over
the option vesting period in determining the pro forma impact) is estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions for Fiscal 2001 and Fiscal 2000,
respectively. There were no options granted during Fiscal 2002.
Fiscal Year Ended April 30,
----------------------------
2001 2000
----------- -------------
Expected life of option ................................. 7.0 years 7.0 years
Risk free interest rate ................................. 5.74% 6.15%
Expected volatility of the Company Common Stock ......... 75.10% 70.80%
The weighted-average fair value of options granted was $5.96 and $15.27
for Fiscal 2001 and Fiscal 2000, respectively.
54
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
The summary of option transactions follows:
Options Outstanding Options Exercisable
----------------------------- -----------------------------
Weighted- Weighted-
Average Average
Exercise Exercise
Options Price Options Price
-------------- ------------- ------------- --------------
Balance at April 24, 1999 ..................................... 4,522 $ 9.36 295 $ 8.73
Granted .................................................... 908 21.12
Exercised .................................................. (253) 10.34
Canceled ................................................... (67) 11.74
--------------
Balance at April 30, 2000 ..................................... 5,110 11.37 3,519 9.74
Granted .................................................... 566 8.04
Exercised .................................................. (6) 7.91
Canceled ................................................... (813) 18.81
--------------
Balance at April 30, 2001 ..................................... 4,857 9.74 3,961 9.39
Canceled ................................................... (237) 11.41
--------------
Balance at April 30, 2002 ..................................... 4,620 $ 9.66 4,305 $ 9.61
============== ============= ============= ==============
The following table summarizes information about stock options
outstanding at April 30, 2002:
Options Outstanding Options Exercisable
---------------------------- -----------------------------
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Range of Contractual Exercise Exercise
Prices Options Life Price Options Price
----------------------- ------------- -------------- ------------ ------------- --------------
$ 5.45 - $ 7.38 ............................. 706 6.88 years $ 6.49 535 $ 6.72
$ 9.00 ............................. 2,876 6.11 years 9.00 2,833 9.00
$ 9.13 - $11.75 ............................. 448 5.94 years 10.25 407 10.14
$12.00 - $16.28 ............................. 438 5.63 years 13.18 435 13.19
$21.88 - $29.13 ............................. 152 7.65 years 25.03 95 25.21
------------- -------------
4,620 6.22 years $ 9.66 4,305 $ 9.61
============= ============== ============= ============= ==============
Under a service agreement entered into with Jonathan J. Ledecky, the
Board of Directors of U.S. Office Products (the "USOP Board") agreed that Mr.
Ledecky would receive from the Company a stock option for the Company's Common
Stock as of the date of the Distribution. The USOP Board intended the option to
be compensation for Mr. Ledecky's services as an employee of the Company. The
option was to cover 7.5% of the outstanding Company Common Stock determined as
of the date of the Distribution, with no anti-dilution provisions in the event
of issuance of additional shares of common stock (other than with respect to
stock splits or reverse stock splits). The total number of options issued to Mr.
Ledecky in connection with this grant was 1,097 options with an exercise price
equal to the closing sale price of the Company Common Stock on Nasdaq on the
first day of post-Distribution trading, June 10, 1998 (the date of grant), which
was $9.00 per share. These options vested immediately and became exercisable on
June 9, 1999.
55
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
As of June 10, 1998, the Company granted an option for 1,097 shares
representing 7.5% of the outstanding Company Common Stock determined as of the
Distribution Date to Thomas B. D'Agostino, Sr., approximately 6% to certain
executive officers and 15 shares to each non-employee director. The options were
granted under the Plan and have a per share exercise price equal to the closing
sale price of the Company Common Stock on Nasdaq on the first day of
post-Distribution trading, June 10, 1998 (the date of grant), which was $9.00
per share. The options granted to Mr. D'Agostino vested immediately and became
exercisable on June 9, 1999.
NOTE 17--GAIN ON SALE OF SECURITIES
During Fiscal 2000, the Company purchased publicly traded common stock
for $2,400. The Company sold its entire position in the securities during Fiscal
2000 and recorded a gain on the sale of securities of $15,826.
NOTE 18--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
costs by segment in assessing performance.
56
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Operating Segments
The following table sets forth information as to the Company's
reportable operating segments:
Fiscal Year Ended April 30,
-------------------------------------------
2002 2001 2000
------------- ------------- -------------
Revenues:
Workflow Solutions Division ......................... $ 319,535 $ 291,423 $ 222,533
Workflow Printing Division .......................... 333,783 326,794 331,826
Intersegment ........................................ (13,234) (14,939) (7,298)
------------- ------------- -------------
Total ............................................. $ 640,084 $ 603,278 $ 547,061
============= ============= =============
Operating income:
Workflow Solutions Division ......................... $ 17,844 $ 10,085 $ 18,205
Workflow Printing Division .......................... 17,774 23,140 27,838
Corporate ........................................... (6,477) (13,695) (8,825)
------------- ------------- -------------
Total ............................................. $ 29,141 $ 19,530 $ 37,218
============= ============= =============
Fiscal Year Ended April 30,
-------------------------------------------
2002 2001 2000
------------- ------------- -------------
Identifiable assets (at year-end):
Workflow Solutions Division ......................... $ 149,581 $ 139,184 $ 134,673
Workflow Printing Division .......................... 189,672 196,865 181,461
Corporate ........................................... 18,946 15,952 15,578
------------- ------------- -------------
Total ............................................. $ 358,199 $ 352,001 $ 331,712
============= ============= =============
Depreciation and amortization:
Workflow Solutions Division ......................... $ 2,697 $ 3,470 $ 2,254
Workflow Printing Division .......................... 8,026 8,611 8,037
Corporate ........................................... 253 324 152
------------- ------------- -------------
Total ............................................. $ 10,976 $ 12,405 $ 10,443
============= ============= =============
Capital expenditures:
Workflow Solutions Division ......................... $ 5,088 $ 3,429 $ 1,790
Workflow Printing Division .......................... 4,123 5,984 12,674
Corporate ........................................... 3,059 878 1,745
------------- ------------- -------------
Total ............................................. $ 12,270 $ 10,291 $ 16,209
============= ============= =============
57
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Geographic Segments
The following table sets forth information as to the Company's
operations in its different geographic segments:
Fiscal Year Ended April 30,
-------------------------------------------
2002 2001 2000
------------- ------------- -------------
Revenues:
United States .............................................. $ 497,504 $ 448,826 $ 389,257
Canada ..................................................... 132,184 145,023 147,930
Puerto Rico ................................................ 10,396 9,429 9,874
------------ ------------- -------------
Total .................................................... $ 640,084 $ 603,278 $ 547,061
============= ============= =============
Operating income:
United States .............................................. $ 14,713 $ 5,336 $ 24,442
Canada ..................................................... 14,100 13,629 12,132
Puerto Rico ................................................ 328 565 644
------------- ------------- -------------
Total .................................................... $ 29,141 $ 19,530 $ 37,218
============= ============= =============
Identifiable assets (at year-end):
United States .............................................. $ 302,977 $ 292,200 $ 264,402
Canada ..................................................... 52,156 56,716 64,314
Puerto Rico ................................................ 3,066 3,085 2,996
------------- ------------- -------------
Total .................................................... $ 358,199 $ 352,001 $ 331,712
============= ============= =============
NOTE 19--RELATED PARTY TRANSACTIONS
Lease for Workflow Solutions Division Administrative Offices
On December 21, 1998, the Company's Workflow Solutions Division entered
into a lease with an entity owned and controlled by an executive officer of the
Company for office space in Norfolk, Virginia. The terms and conditions of the
ten-year lease are based on the market value of the office space. During Fiscal
2002, Fiscal 2001 and Fiscal 2000, the Company paid $288, $292 and $197,
respectively, in lease payments for this facility. In addition, the Company has
incurred $1,189 for leasehold improvements.
Notes Receivable for Stock Loans
The Company extended unsecured, full recourse loans to certain members
of management and the Board of Directors for the purchase, in the open market,
of Company Common Stock by those individuals. See discussion of the transaction
under "Note 16 - Stockholders' Equity".
Transactions with Kaufman & Canoles
The Company has retained the law firm of Kaufman & Canoles in
connection with certain legal representations. Gus J. James II, a Director of
the Company, is the President, a director and a shareholder of Kaufman &
Canoles. During Fiscal 2002, Fiscal 2001 and Fiscal 2000, the Company paid
$1,218, $1,059 and $1,053 in fees to Kaufman & Canoles for legal services,
respectively.
58
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
Investment in Cortez III Service Corporation
On April 21, 2000, the Company purchased 20% of the outstanding common
stock of Cortez III Service Corporation ("Cortez"), a New Mexico corporation, in
exchange for $1,550. Cortez provides logistics and technical services to various
governmental agencies. F. Craig Wilson, a Director of the Company, is President,
Chief Executive Officer and a member of the board of directors of Cortez. The
investment was accounted for under the equity method of accounting. On January
2, 2001, the Company sold its 20% ownership in Cortez to F. Craig Wilson in
exchange for a note receivable in the amount of $1,789. The note bore simple
interest at 18% per annum with a maturity date of December 31, 2005. The note
was a full recourse note and was secured by the shares of stock sold to F. Craig
Wilson. Interest payments of 9% of the principal amount were payable quarterly
with the remaining principal and interest due at maturity. The Company recorded
a gain on the sale of the investment of $200 as other income during Fiscal 2001.
On December 20, 2001, Workflow sold this promissory note to a third party in
exchange for $1,000 in cash and a 9% interest bearing promissory note in the
principal amount of $600 which was subsequently paid in full. During Fiscal
2002, the Company recorded a loss of $189 as a result of the sale of the
promissory note.
Lease for Company Corporate Headquarters
On January 8, 1999, the Company entered into a lease, with a purchase
option, for corporate office space in a building partially owned by an executive
officer of the Company. The terms and conditions of the ten-year lease were
based on the market value of the office space. In connection with such lease,
the Company entered into an agreement with the landlord's lender, Bank of
America, N.A., and the landlord, pursuant to which the Company agreed to
purchase the building at a discount in the event the landlord defaults on its
financing arrangement with the lender. During Fiscal 2002, Fiscal 2001 and
Fiscal 2000, the Company paid $123, $370 and $154, respectively, in lease
payments for this facility. In addition, the Company incurred $1,889 for
leasehold improvements. Under the restructuring plan implemented in Fiscal 2001,
the Company relocated its corporate headquarters to a smaller facility in Palm
Beach during September 2001. The landlord reimbursed the Company for tenant
improvements made to the premises in the aggregate amount of $1,200, $500 of
which was remitted upon termination of the lease and the remainder of which will
be disbursed in increments of $70 annually, for a period of ten years from the
date of the lease's termination. In connection with the lease termination, the
Company agreed to remit a broker fee of $300 to the broker responsible for
locating the replacement tenant.
Subordinated Related Party Debt
The Company entered into a subordinated debt agreement with certain
members of the Company's management during Fiscal 1999 which was subsequently
terminated during Fiscal 2001. The write off of $111 ($64 after taxes) of debt
issue costs in connection with debt extinguishment was treated as an
extraordinary item.
59
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)
NOTE 20--QUARTERLY FINANCIAL DATA (UNAUDITED)
The following presents certain unaudited quarterly financial data for
Fiscal 2002 and Fiscal 2001. The information has been derived from unaudited
consolidated financial statements that in the opinion of management reflect
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation of such quarterly information. Net income per share is computed
independently for each of the quarters presented and therefore may not sum to
the total for the fiscal year.
Fiscal 2002 Quarters
--------------------------------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues ................................................ $ 155,166 $ 160,309 $ 161,161 $ 163,448 $ 640,084
Gross profit ............................................ 43,953 43,996 44,812 44,216 176,977
Operating income ........................................ 7,408 5,778 7,938 8,017 29,141
Net income .............................................. 2,298 1,423 2,750 2,726 9,197
Net income per share:
Basic: ............................................... $ 0.18 $ 0.11 $ 0.21 $ 0.21 $ 0.70
Diluted: ............................................. 0.18 0.11 0.21 0.21 0.70
Weighted average shares outstanding:
Basic ............................................... 13,002 13,030 13,069 13,111 13,053
Diluted ............................................. 13,069 13,072 13,111 13,153 13,101
Fiscal 2001 Quarters (1)
--------------------------------------------------------------------
First Second Third Fourth(2) Total
----- ------ ----- ----------- -----
Revenues ................................................ $ 141,829 $ 149,226 $ 155,188 $ 157,035 $ 603,278
Gross profit ............................................ 41,200 44,116 44,219 44,193 173,728
Operating income ........................................ 5,946 8,101 8,138 (2,655) 19,530
Income before extraordinary item ........................ 1,518 2,757 2,772 (3,354) 3,693
Extraordinary item ...................................... 64 64
Net income .............................................. 1,518 2,757 2,708 (3,354) 3,629
Net income per share:
Basic:
Income before extraordinary item .................... $ 0.12 $ 0.21 $ 0.21 $ (0.26) $ 0.29
Extraordinary Item .................................. 0.00 0.01
Net income .......................................... 0.12 0.21 0.21 (0.26) 0.28
Diluted:
Income before extraordinary item .................... $ 0.11 $ 0.21 $ 0.21 $ (0.26) $ 0.28
Extraordinary item .................................. 0.00 0.00
Net income .......................................... 0.11 0.21 0.21 (0.26) 0.28
Weighted average shares outstanding:
Basic ............................................... 12,891 12,915 12,956 12,975 12,934
Diluted ............................................. 13,564 12,925 13,005 12,975 13,131
(1) The Fiscal 2001 data reflects goodwill amortization of $637, $670, $701
and $741 for the first through fourth quarters, respectively.
(2) The Fiscal 2001 fourth quarter data reflects restructuring and abandoned
public offering costs of $8,292 and $1,677, respectively.
60
WORKFLOW MANAGEMENT, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE FISCAL YEARS ENDED APRIL 30, 2002
(In Thousands)
Balance at Charged to Charged to Balance
Beginning Costs and Other at End of
Description Date of Period Expenses Accounts Deductions Date Period
------------------------- ----------- ------------ ----------- ---------- ------------- ----------- -----------
Allowance for doubtful
accounts April 24, 1999 4,481 1,036 19(b) (1,345)(a) April 30, 2000 4,191
April 30, 2000 4,191 945 12(b) (1,121)(a) April 30, 2001 4,027
April 30, 2001 4,027 848 42 (a) April 30, 2002 4,917
Accumulated amortization
of intangibles April 24, 1999 1,620 2,164 88(d) April 30, 2000 3,872
April 30, 2000 3,872 2,754 (44)(c) April 30, 2001 6,582
April 30, 2001 6,582 100 (19)(c) April 30, 2002 6,663
(a) Represents write-offs of uncollectible accounts receivable
(b) Allowance for doubtful accounts acquired in purchase acquisitions
(c) Represents write-offs of intangible assets
(d) Represents accumulated amortization acquired in purchase acquisitions
61
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.
62
PART III
The information required by Part III, Items 10, 11, 12 and 13 has been
incorporated herein by reference to the Company's 2002 Proxy Statement as set
forth below, in accordance with General Instruction G(3) of Form 10-K.
The 2002 Proxy Statement will be filed within 120 days after the end of
the Company's 2002 fiscal year, as required by General Instruction G(3).
Item 10. Directors and Executive Officers of the Registrant
Information relating to directors of the Company and compliance with
Section 16(a) of the Securities Exchange Act of 1934 will be set forth in the
sections entitled "Election of Directors" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's 2002 Proxy Statement and is
incorporated herein by reference. Pursuant to General Instruction G(3) of Form
10-K, certain information concerning the executive officers of the Company is
set forth under the caption entitled "Executive Officers" in Part I, Item 1, of
this Form 10-K.
Item 11. Executive Compensation
Information regarding compensation of officers and directors of the
Company will be set forth in the section entitled "Executive Compensation" in
the Company's 2002 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding ownership of certain of the Company's securities
will be set forth in the section entitled "Security Ownership of Management and
Certain Beneficial Owners" in the Company's 2002 Proxy Statement and is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions
with the Company will be set forth in the section entitled "Certain
Relationships and Related Transactions" in the Company's 2002 Proxy Statement
and is incorporated herein by reference.
63
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
a. Financial Statements and Schedules:
1. Financial Statements (See Item 8. hereof.)
2. Financial Statement Schedule (See Item 8. hereof.)
b. Reports on Form 8-K during the quarter ended April 30, 2002:
1. None
c. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Form 10-K and such Exhibit
Index is incorporated herein by reference.
64
Signatures
In accordance with Section 13 of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
in the City of Palm Beach, State of Florida, on June 13, 2002.
WORKFLOW MANAGEMENT, INC.
By: /s/ Thomas B. D'Agostino, Sr.
---------------------------------------------
Chairman of the Board
In accordance with the Exchange Act, this Report has been signed by the
following persons in the capacities and on the dates stated. Each person, in so
signing, also makes, constitutes and appoints Thomas B. D'Agostino, Sr. and
Michael L. Schmickle and each of them individually, his true and lawful
attorney-in fact in his place and stead, with full power of substitution, to
execute and cause to be filed with the Securities and Exchange Commission, any
and all amendments to this Report, including any exhibits or other documents
filed in connection therewith.
Signature Title Date
--------- ----- ----
/s/ Thomas B. D'Agostino, Sr. Chairman of the Board, Director, June 13, 2002
------------------------------ President and Chief Executive Officer
Thomas B. D'Agostino (Principal Executive Officer)
/s/ Steve R. Gibson Director, Executive Vice President and June 13, 2002
------------------------------ President of the Workflow Printing
Steve R. Gibson Division
/s/ Thomas B. D'Agostino, Jr. Director, Executive Vice President and June 13, 2002
------------------------------ President of the Workflow Solutions
Thomas B. D'Agostino, Jr. Division.
/s/ Michael L. Schmickle Executive Vice President, Chief Financial June 13, 2002
------------------------------ Officer, Secretary and Treasurer
Michael L. Schmickle (Principal Financial Officer and
Principal Accounting Officer)
/s/ Thomas A. Brown, Sr. Director June 13, 2002
------------------------------
Thomas A. Brown, Sr.
/s/ Gus J. James, II Director June 13, 2002
------------------------------
Gus J. James, II
/s/ James J. Maiwurm Director June 13, 2002
------------------------------
James J. Maiwurm
/s/ Roger J. Pearson Director June 13, 2002
------------------------------
Roger J. Pearson
65
Signature Title Date
--------- ----- ----
/s/ F. Craig Wilson Director June 13, 2002
------------------------------
F. Craig Wilson
66
EXHIBIT INDEX
3.1 Certificate of Incorporation of the Company. (Incorporated by reference *
to the Registrant's Form S-1, Commission File No. 333-46535, as amended,
previously filed with the Commission).
3.2 Certificate of Amendment of the Company's Certificate of Incorporation. *
(Incorporated by reference to the Registrant's Form S-1, Commission File
No. 333-46535, as amended, previously filed with the Commission).
3.3 Amended and Restated Bylaws of the Company. (Incorporated by reference *
to the Registrant's Form 10-Q/A, Commission File No. 0-24383, previously
filed with the Commission on April 9, 1999).
4.1 Form of certificate representing shares of Common Stock (Incorporated by *
reference to the Registrant's Form S-1, Commission File No. 333-46535,
as amended, previously filed with the Commission).
10.1 Form of Distribution Agreement among U.S. Office Products Company, *
Workflow Management, Inc., Aztec Technology Partners, Inc., Navigant
International, Inc. and School Specialty, Inc. (Incorporated by
reference to the Registrant's Form S-1, Commission File No. 333-46535,
as amended, previously filed with the Commission).
10.2 Form of Tax Allocation Agreement among U.S. Office Products Company, *
Workflow Management, Inc., Aztec Technology Partners, Inc., Navigant
International, Inc. and School Specialty, Inc. (Incorporated by
reference to the Registrant's Form S-1, Commission File No. 333-46535,
as amended, previously filed with the Commission).
10.3 Form of Tax Indemnification Agreement among Workflow Management, Inc., *
Aztec Technology Partners, Inc., Navigant International, Inc. and School
Specialty, Inc. (Incorporated by reference to the Registrant's Form S-1,
Commission File No. 333-46535, as amended, previously filed with the
Commission).
10.4 Form of Employee Benefits Agreement among Workflow Management, Inc., *
Aztec Technology Partners, Inc., Navigant International, Inc. and School
Specialty, Inc. (Incorporated by reference to the Registrant's Form S-1,
Commission File No. 333-46535, as amended, previously filed with the
Commission).
10.5 Agreement dated as of January 24, 1997 between SFI Corp. and Thomas B. *
D'Agostino. (Incorporated by reference to the Registrant's Form S-1,
Commission File No. 333-46535, as amended, previously filed with the
Commission).
10.6 Agreement dated as of January 24, 1997 between Hano Document Printers, *
Inc. and Timothy L. Tabor. (Incorporated by reference to the
Registrant's Form S-1, Commission File No. 333-46535, as amended,
previously filed with the Commission).
10.7 Services Agreement dated as of January 13, 1998 between U.S. Office *
Products Company and Jonathan J. Ledecky. (Incorporated by reference to
the Registrant's Form S-1, Commission File No. 333-46535, as amended,
previously filed with the Commission).
10.8 Form of Credit Agreement between Workflow Management, Inc., certain *
other borrowers and Bankers Trust Company, as Agent (Incorporated by
reference to the Registrant's Form S-1, Commission File No. 333-46535,
as amended, previously filed with the Commission).
67
10.9 Form of 1998 Stock Incentive Plan. (Incorporated by reference to the *
Registrant's Form S-1, Commission File No. 333-46535, as amended,
previously filed with the Commission).
10.10 Form of Executive Employment Agreement. (Incorporated by reference to *
the Registrant's Form S-1, Commission File No. 333-46535, as amended,
previously filed with the Commission).
10.11 Form of Employment Agreement between Workflow Management, Inc. and *
Jonathan J. Ledecky. (Incorporated by reference to the Registrant's Form
S-1, Commission File No. 333-46535, as amended, previously filed with
the Commission).
10.12 Employment Agreement between Workflow Management, Inc. and Steven R. *
Gibson. (Incorporated by reference to the Registrant's Form S-1,
Commission File No. 333-46535, as amended, previously filed with the
Commission).
10.13 Employment Agreement between Workflow Management, Inc. and Claudia S. *
Amlie. (Incorporated by reference to the Registrant's Form S-1,
Commission File No. 333-46535, as amended, previously filed with the
Commission).
10.14 Amendment to Services Agreement dated as of June 8, 1998 between U.S.
Office Products Company and Jonathan J. Ledecky. (Incorporated by
reference to the Registrant's Form S-1, Commission File No. 333-46535,
as amended, previously filed with the Commission).
10.15 Form of Software Source Code License Agreement between Workflow *
Management, Inc. and U.S. Office Products Company for Imagenet
technology. (Incorporated by reference to the Registrant's Form S-1,
Commission File No. 333-46535, as amended, previously filed with the
Commission).
10.16 Employment Agreement dated June 11, 1998, between Workflow Management, *
Inc. and Thomas B. D'Agostino. (Incorporated by reference to the
Registrant's Form 10-K, Commission File No. 0-24383, previously filed
with the Commission on July 24, 1998.)
10.17 Stock Option Award Agreement dated June 10, 1998, between Workflow *
Management, Inc. and Jonathan J. Ledecky. (Incorporated by reference to
the Registrant's Form 10-K, Commission File No. 0-24383, previously
filed with the Commission on July 24, 1998.)
10.18 Stock Option Award Agreement dated June 10, 1998, between Workflow *
Management, Inc. and Thomas B. D'Agostino. (Incorporated by reference to
the Registrant's Form 10-K, Commission File No. 0-24383, previously
filed with the Commission on July 24, 1998.)
10.19 Form Secured Promissory Note for Executive Stock Loan Program. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission
File No. 0-24383, previously filed with the Commission on December 8,
1998.)
10.20 Form Unsecured Promissory Note for Executive Stock Loan Program. *
(Incorporated by reference to the Registrant's Form 10-Q, Commission
File No. 0-24383, previously filed with the Commission on December 8,
1998.)
10.21 Form Pledge Agreement for Executive Stock Loan Program. (Incorporated *
by reference to the Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on December 8, 1998.)
10.22 Stock Purchase Agreement dated October 5, 1998 between Workflow *
Management, Inc., Penn-Grover Envelope Corp. and Stuart Grover.
(Incorporated by reference to the Registrant's Form 10-Q, Commission
File No. 0-24383, previously filed with the Commission on December 8,
1998.)
68
10.23 Stock Purchase Agreement dated October 21, 1998 between SFI of Delaware, *
LLC, Danziger Graphics, Inc., H. Roy Danziger, Inc., Robert Danziger and
Roy Danziger. (Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the Commission on
December 8, 1998.)
10.24 Stock Purchase Agreement dated November 30, 1998 between SFI of *
Delaware, LLC, Caltar, Inc., Jack Tarr and the Tarr Family Trust.
(Incorporated by reference to the Registrant's Form 10-Q, Commission
File No. 0-24383, previously filed with the Commission on December 8,
1998.)
10.25 Stock Purchase Agreement dated November 30, 1998 between Workflow *
Management, Inc., Direct Pro LLC, Robert Sands, TLG Realty LLC, Richard
Schlanger and Robert Fishbein. (Incorporated by reference to the
Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on December 8, 1998.)
10.26 Stock Purchase Agreement dated February 5, 1999, among Workflow *
Management, Inc., Premier Graphics, Inc., Stanley L. Pippin, Michael D.
Snyder and Dean J. Murry. (Incorporated by reference to the Registrant's
Form 10-Q, Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.27 Stock Purchase Agreement dated February 12, 1999, among Workflow *
Management, Inc., Pacific-Admail, Inc., James G. Corey and Sharon Corey.
(Incorporated by reference to the Registrant's Form 10-Q, Commission
File No. 0-24383, previously filed with the Commission on March 8,
1999.)
10.28 Amendment and Restatement of Credit Agreement dated December 4, 1998 *
among Workflow Management, Inc., Data Business Forms Limited, Bankers
Trust Company, as Agent, and certain other lenders. (Incorporated by
reference to the Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on March 8, 1999.)
10.29 Subscription Agreement dated January 19, 1999 between Workflow *
Management, Inc. and the Thomas B. and Elzbieta D'Agostino 1997
Charitable Remainder Trust. (Incorporated by reference to the
Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.30 Subscription Agreement dated January 19, 1999 between Workflow *
Management, Inc. and Richard M. Schlanger. (Incorporated by reference to
the Registrant's Form 10-Q, Commission File No. 0-24383, previously
filed with the Commission on March 8, 1999.)
10.31 Subscription Agreement dated January 19, 1999 between Workflow *
Management, Inc. and Robert Fishbein. (Incorporated by reference to the
Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
with the Commission on March 8, 1999.)
10.32 12% Subordinate Promissory Note dated January 19, 1999 and form Warrant *
made by Workflow Management, Inc. and held by the Thomas B. and Elzbieta
D'Agostino 1997 Charitable Remainder Trust. (Incorporated by reference
to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
filed with the Commission on March 8, 1999.)
69
10.33 12% Subordinate Promissory Note dated January 19, 1999 and *
form Warrant made by Workflow Management, Inc. and held by
Richard M. Schlanger. (Incorporated by reference to the
Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on March 8, 1999.)
10.34 12% Subordinate Note dated January 19, 1999 and form *
Warrant made by Workflow Management, Inc. and held by
Robert Fishbein. (Incorporated by reference to the
Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on March 8, 1999.)
10.35 Lease Agreement dated December 21, 1998 between D&C LLC *
and SFI of Delaware, LLC. (Incorporated by reference to
the Registrant's Form 10-Q, Commission File No. 0-24383,
previously filed with the Commission on March 8, 1999.)
10.36 Lease and Option Agreement dated January 8, 1999 between *
Workflow Management, Inc. and FJK-TEEJAY Limited.
(Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.37 Agreement dated December 30, 1998, among Nationsbank, *
N.A., Workflow Management, Inc. and FJK-TEEJAY Limited.
(Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.38 Severance Agreement dated January 19, 1999, between *
Workflow Management, Inc. and Thomas B. D'Agostino.
(Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.39 Severance Agreement dated January 19, 1999, between *
Workflow Management, Inc. and Steven R. Gibson.
(Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.40 Severance Agreement dated January 19, 1999, between *
Workflow Management, Inc. and Claudia S. Amlie.
(Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.41 Severance Agreement dated January 19, 1999, between *
Workflow Management, Inc. and Thomas B. D'Agostino, Jr.
(Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.42 Severance Agreement dated January 19, 1999, between *
Workflow Management, Inc. and Richard M. Schlanger.
(Incorporated by reference to the Registrant's Form 10-Q,
Commission File No. 0-24383, previously filed with the
Commission on March 8, 1999.)
10.45 Purchase Agreement dated March 1, 1999 between Data *
Business Forms Limited, Dale A. Hodgson, Sundog Printing
Limited and 408446 Alberta, Inc. (Incorporated by
reference to the Registrant's Form 10-K, Commission File
No. 0-24383, previously filed with the Commission on July
20, 1999.)
70
10.46 Purchase Agreement dated March 1, 1999 between Data *
Business Forms Limited, Ray Remenda, Sundog Printing
Limited and 517244 Alberta, Ltd. (Incorporated by
reference to the Registrant's Form 10-K, Commission File
No. 0-24383, previously filed with the Commission on July
20, 1999.)
10.47 Stock Purchase Agreement dated March 18, 1999 between SFI *
of Delaware, LLC, JWC Acquisition Corp., Superior
Graphics, Inc., Wesley Cheringal and John Cheringal.
(Incorporated by reference to the Registrant's Form 10-K,
Commission File No. 0-24383, previously filed with the
Commission on July 20, 1999.)
10.48 Stock Purchase Agreement dated February 26, 1999 between *
Workflow Management, Inc., Workflow Management Acquisition
Corp., Universal Folding Box Co., Inc. , Sanford L. Batkin
and the Sanford L. Batkin Annuity Trust. (Incorporated by
reference to the Registrant's Form 10-K, Commission File
No. 0-24383, previously filed with the Commission on July
20, 1999.)
10.49 Stock Purchase Agreement dated June 2, 1999 between SFI of *
Delaware, LLC, Graphic Management Corporation, Roger
Kimps, Starlene Kimps, Rebecca Kaye, Rachael A. Kimps, and
Ryan M. Kimps. (Incorporated by reference to the
Registrant's Form 10-K, Commission File No. 0-24383,
previously filed with the Commission on July 20, 1999.)
10.50 Employment Agreement dated April 1, 1999, between Workflow *
Management, Inc. and Thomas B. D'Agostino, Sr.
(Incorporated by reference to the Registrant's Form 10-K,
Commission File No. 0-24383, previously filed with the
Commission on July 20, 1999.)
10.51 Employment Agreement dated April 1, 1999, between Workflow *
Management, Inc. and Steven R. Gibson. (Incorporated by
reference to the Registrant's Form 10-K, Commission File
No. 0-24383, previously filed with the Commission on July
20, 1999.)
10.52 Employment Agreement dated April 1, 1999, between Workflow *
Management, Inc. and Claudia S. Amlie. (Incorporated by
reference to the Registrant's Form 10-K, Commission File
No. 0-24383, previously filed with the Commission on July
20, 1999.)
10.53 Employment Agreement dated April 1, 1999, between Workflow *
Management, Inc. and Thomas B. D'Agostino, Jr.
(Incorporated by reference to the Registrant's Form 10-K,
Commission File No. 0-24383, previously filed with the
Commission on July 20, 1999.)
10.54 Employment Agreement dated April 1, 1999, between Workflow *
Management, Inc. and Richard M. Schlanger. (Incorporated
by reference to the Registrant's Form 10-K, Commission
File No. 0-24383, previously filed with the Commission on
July 20, 1999.)
10.55 Severance Agreement dated April 1, 1999, between Workflow *
Management, Inc. and Thomas B. D'Agostino, Jr.
(Incorporated by reference to the Registrant's Form 10-K,
Commission File No. 0-24383, previously filed with the
Commission on July 20, 1999.)
71
10.56 Severance Agreement dated April 1, 1999, between Workflow *
Management, Inc. and Richard M. Schlanger. (Incorporated
by reference to the Registrant's Form 10-K, Commission
File No. 0-24383, previously filed with the Commission on
July 20, 1999.)
10.57 Employment Agreement, dated June 1, 1999, between Workflow *
Management, Inc., SFI of Delaware, LLC and Frederick Shaw.
(Incorporated by reference to the Registrant's Form 10-K,
Commission File No. 0-24383, previously filed with the
Commission on July 20, 1999.)
10.58 Amended and Restated Credit Agreement, dated March 10, *
2000, among Workflow Management, Inc., Data Business Forms
Limited, Various Lending Institutions, Bank One, N.A., as
Syndication Agent and Fleet National Bank, as
Administrative Agent. (Incorporated by reference to the
Registrant's Form 10K, Commission File No. 0-24383,
previously filed with the Commission on July 28, 2000.)
10.59 Employment Agreement, dated March 20, 2000, between *
iGetSmart.com, Inc., a wholly owned subsidiary of Workflow
Management, Inc., and Thomas B. D'Agostino, Jr.
(Incorporated by reference to the Registrant's Form 10K,
Commission File No. 0-24383, previously filed with the
Commission on July 28, 2000.)
10.60 Employment Agreement, dated March 20, 2000, between *
Workflow Management, Inc. and Claudia Saenz Amlie.
(Incorporated by reference to the Registrant's Form 10K,
Commission File No. 0-24383, previously filed with the
Commission on July 28, 2000.)
10.61 Employment Agreement, dated March 20, 2000, between *
Workflow Management, Inc. and Michael L. Schmickle.
(Incorporated by reference to the Registrant's Form 10K,
Commission File No. 0-24383, previously filed with the
Commission on July 28, 2000.)
10.62 Purchase Agreement, dated March 23, 2000, between Workflow *
Management, Inc., Office Electronics, Inc. and its
shareholders. (Incorporated by reference to the
Registrant's Form 10K, Commission File No. 0-24383,
previously filed with the Commission on July 28, 2000.)
10.63 Employment Agreement, dated April 30, 2001, between *
Workflow Management, Inc. and Thomas B. D'Agostino.
(Incorporated by reference to the Registrant's Form 10K,
Commission File No. 0-24383, previously filed with the
Commission on July 28, 2000.)
10.64 Employment Agreement, dated April 30, 2001, between *
Workflow Management, Inc. and Steve R. Gibson.
(Incorporated by reference to the Registrant's Form 10K,
Commission File No. 0-24383, previously filed with the
Commission on July 28, 2000.)
10.65 Amendment No. 1 to Amended and Restated Credit Agreement, *
dated as of April 27, 2000, among Workflow Management,
Inc., Data Business Forms Limited, Various Lending
Institutions and Fleet National Bank, as Administrative
Agent. (Incorporated by reference to the Registrant's Form
10Q Commission File No. 0-24383, previously filed with the
Commission on December 15, 2000.)
10.66 Amendment No. 2 to Amended and Restated Credit Agreement, *
dated as of September 29, 2000, among Workflow Management,
Inc., Data Business Forms Limited, Various Lending
Institutions and Fleet National Bank, as Administrative
Agent. (Incorporated by reference to the Registrant's Form
10Q, Commission File No. 0-24383, previously filed with
the Commission on December 15, 2000.)
72
10.67 Amendment No. 3 to Amended and Restated Credit Agreement, *
dated as of December 6, * 2000, among Workflow Management,
Inc., Data Business Forms Limited, Various Lending
Institutions and Fleet National Bank, as Administrative
Agent. (Incorporated by reference to the Registrant's Form
10Q, Commission File No. 0-24383, previously filed with
the Commission of December 15, 2000.)
10.68 Severance Agreement, dated April 30, 2002, between *
Workflow Management, Inc. and * Claudia S. Amlie.
10.69 Employment Agreement, dated May 1, 2001, between Workflow *
Management, Inc. and * Michael L. Schmickle.
10.70 Amendment No. 1 Employment Agreement, dated May 1, 2001, *
between Workflow * Management, Inc. and Steve R. Gibson.
10.71 Amendment No. 1 Employment Agreement, dated May 1, 2001, *
between Workflow * Management, Inc. and Thomas B.
D'Agostino, Sr.
10.72 Amendment No. 1 Employment Agreement, dated May 1, 2001, *
between Workflow * Management, Inc. and Thomas B.
D'Agostino, Jr.
10.73 Severance Agreement, dated January 16, 2001, between *
Workflow Management, Inc. and * Richard M. Schlanger.
**21.1 Subsidiaries of the Registrant.
**23.1 Consent of PricewaterhouseCoopers LLP
**24.1 Power of Attorney (appears on signature page hereto)
-------------------------
* (Not filed herewith. In accordance with Rule 12(b)-32 of the General Rules
and Regulations under the Securities Exchange Act of 1934, the exhibit is
incorporated by reference).
** Filed herewith.
73