UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to
Commission File Number 0-24383
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1507104
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
240 Royal Palm Way
Palm Beach, FL 33480
(Address of principal executive offices) (Zip Code)
(561) 659-6551
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
As of March 13, 2002, there were 13,100,871 shares of common stock
outstanding.
WORKFLOW MANAGEMENT, INC.
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet .............................................................................3
January 31, 2002 (unaudited) and April 30, 2001
Consolidated Statement of Income (unaudited) ...........................................................4
For the three and nine months ended January 31, 2002 and January 31, 2001
Consolidated Statement of Cash Flows (unaudited) .......................................................5
For the three and nine months ended January 31, 2002 and January 31, 2001
Notes to Consolidated Financial Statements (unaudited) .................................................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ..........................................................................16
Item 3. Quantitative and Qualitative Disclosure About Market Risk .............................................24
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ......................................................................25
Signatures .......................................................................................................26
Page 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
January 31, April 30,
ASSETS 2002 2001
------ ------------- -------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,482 $ 2,126
Accounts receivable, less allowance for doubtful
accounts of $5,149 and $4,027, respectively 95,900 99,576
Inventories 54,051 55,572
Prepaid expenses and other current assets 12,336 15,404
------------ ------------
Total current assets 163,769 172,678
Property and equipment, net 49,161 56,423
Goodwill 121,931 111,457
Other intangible assets, net 2,389 2,081
Other assets 7,984 8,462
Net assets held for sale 900
------------ ------------
Total assets $ 345,234 $ 352,001
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term debt $ 572 $ 994
Accounts payable 39,314 33,295
Accrued compensation 9,476 13,053
Accrued additional purchase consideration 7,500 10,283
Accrued restructuring costs 1,052 3,586
Other accrued liabilities 23,882 19,476
------------ ------------
Total current liabilities 81,796 80,687
Long-term credit facility 155,700 171,065
Other long-term debt 1,676 4,266
Deferred income taxes 5,079 4,902
Long-term swap contract liability 3,747
Other long-term liabilities 3,859 1,328
------------ ------------
Total liabilities 251,857 262,248
------------ ------------
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares
authorized, none outstanding
Common stock, $.001 par value, 150,000,000 shares
authorized, 13,099,891 and 12,993,730 issued and
outstanding, respectively 13 13
Additional paid-in capital 52,376 52,041
Notes receivable from officers (4,820) (4,820)
Accumulated other comprehensive loss (6,811) (3,627)
Retained earnings 52,619 46,146
------------ ------------
Total stockholders' equity 93,377 89,753
------------ ------------
Total liabilities and stockholders' equity $ 345,234 $ 352,001
============ ============
See accompanying notes to consolidated financial statements.
Page 3
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
----------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2002 2001 2002 2001
------------ ------------ ------------ -----------
Revenues $ 161,161 $ 155,188 $ 476,636 $ 446,243
Cost of revenues 116,349 110,969 343,876 316,708
------------ ------------ ------------ -----------
Gross profit 44,812 44,219 132,760 129,535
Selling, general and administrative expenses 36,874 36,081 111,636 107,350
----------- ------------ ------------ -----------
Operating income 7,938 8,138 21,124 22,185
Interest expense 3,432 3,739 10,427 10,933
Interest income (191) (194) (650) (463)
Other (income) expense (44) (155) 234 (350)
------------- ------------ ------------ -----------
Income before provision for income taxes
and extraordinary item 4,741 4,748 11,113 12,065
Provision for income taxes 1,991 1,976 4,642 5,017
------------ ------------ ------------ -----------
Income before extraordinary item 2,750 2,772 6,471 7,048
Extraordinary item - loss on early termination
of subordinated debt, net of income taxes 64 64
------------ ------------ ------------ -----------
Net income $ 2,750 $ 2,708 $ 6,471 $ 6,984
============ ============ ============ ===========
Income per share:
Basic:
Income before extraordinary item $ 0.21 $ 0.21 $ 0.50 $ 0.55
Extraordinary item 0.01
------------ ------------ ------------ -----------
Net income $ 0.21 $ 0.21 $ 0.50 $ 0.54
============ ============ ============ ===========
Diluted:
Income before extraordinary item $ 0.21 $ 0.21 $ 0.49 $ 0.54
Extraordinary item 0.01
------------ ------------ ------------ -----------
Net income $ 0.21 $ 0.21 $ 0.49 $ 0.53
============ ============ ============ ===========
Weighted average common
shares outstanding:
Basic 13,069 12,956 13,034 12,921
Diluted 13,111 13,005 13,084 13,164
See accompanying notes to consolidated financial statements.
Page 4
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
---------------------------
January 31, January 31,
2002 2001
------------ -----------
Cash flows from operating activities:
Net income $ 6,471 $ 6,984
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense 8,272 9,013
Extraordinary loss 64
Cash paid for restructuring costs (1,699) (843)
Amortization of deferred financing costs 527 430
Changes in assets and liabilities (net of assets acquired
and liabilities assumed in business combinations):
Accounts receivable 3,787 11,252
Inventories 1,107 (6,303)
Prepaid expenses and other current assets 2,252 (671)
Accounts payable 5,839 (2,600)
Accrued compensation and other accrued liabilities 2,260 (7,330)
----------- -----------
Net cash provided by operating activities 28,816 9,996
----------- -----------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received (4,356) (11,914)
Cash paid for additional purchase consideration (10,071) (6,700)
Additions to property and equipment (9,588) (6,625)
Cash received on the sale of property and equipment 10,896 541
Cash received for net assets held for sale 9,764
Cash collection of notes receivable 1,854
Other (1) (28)
----------- -----------
Net cash used in investing activities (11,266) (14,962)
----------- -----------
Cash flows from financing activities:
Proceeds from credit facility borrowings 133,349 112,470
Payments of credit facility borrowings (148,969) (98,023)
Payments of other long-term debt (2,336) (622)
Payment of subordinated debt and repurchase of attached warrants (4,878)
Payments of short-term debt, net (285) (2,694)
Payments of deferred financing costs (249) (181)
Issuance of notes receivable to officers (2,989)
Proceeds from common stock issued under employee benefit programs 325 566
Issuance of common stock to outside directors 10 60
----------- -----------
Net cash (used in) provided by financing activities (18,155) 3,709
----------- -----------
Effect of exchange rates on cash and cash equivalents (39) (49)
---------- -----------
Net decrease in cash and cash equivalents (644) (1,306)
Cash and cash equivalents at beginning of period 2,126 2,851
----------- -----------
Cash and cash equivalents at end of period $ 1,482 $ 1,545
=========== ===========
(Continued)
Page 5
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
(Continued)
Nine Months Ended
---------------------------
January 31, January 31,
2002 2001
------------ -----------
Supplemental disclosures of cash flow information:
Interest paid $ 9,416 $ 9,555
Income taxes paid $ 3,738 $ 9,330
During the nine months ended January 31, 2002 and January 31, 2001, the Company
paid a total of $14,427 and $18,614, respectively, in cash representing the
aggregate of: 1) the initial fixed consideration for purchase acquisitions, 2)
earn-out provisions and other purchase price adjustments relating to certain
acquisitions and 3) acquisition costs such as legal and accounting fees
associated with certain business combinations all of which related to business
combinations that were accounted for under the purchase method of accounting.
The fair value of the assets and liabilities at the date of acquisition and the
impact of recording the various earn-outs and other acquisition costs are
presented as follows:
Nine Months Ended
---------------------------
January 31, January 31,
2002 2001
------------ -----------
Accounts receivable $ 739 $ 4,318
Inventories 31 1,038
Prepaid expenses and other current assets 691
Property and equipment 65 425
Intangible assets* 14,176 15,981
Other assets 158
Short-term debt (128)
Accounts payable (348) (1,108)
Accrued compensation and other accrued liabilities (236) (2,718)
Deferred income taxes (43)
------------ -----------
Net assets acquired $ 14,427 $ 18,614
============ ===========
* Due to the accrual of earn-out provisions, cash paid for intangible assets of
$14,176 and $15,981 for the nine months ended January 31, 2002 and January 31,
2001, respectively, represents only actual cash paid during the periods
presented and therefore does not equal the change in intangible assets from
period to period.
Non-cash transactions:
.. During the nine months ended January 31, 2002 and January 31, 2001, the
Company accrued $6,396 and $6,296, respectively, as additional purchase
consideration for earn-outs.
.. During the nine months ended January 31, 2001, the Company recorded
additional paid-in capital of $8 related to the tax benefit of stock
options exercised.
See accompanying notes to consolidated financial statements.
Page 6
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts and non-financial data)
(Unaudited)
NOTE 1 - NATURE OF BUSINESS
---------------------------
Workflow Management, Inc. (the "Company" or "Workflow Management") is a
leading provider of end-to-end solutions, providing a variety of custom print
products and office supplies and related management services to businesses in
the United States, Canada and Puerto Rico. The Company is comprised of two main
operating divisions: 1) the Workflow Solutions Division, which provides
customers with print management services, including an e-commerce solution,
iGetSmart, designed to minimize the costs of procuring, storing and using custom
print products and office supplies and 2) the Workflow Printing Division, which
prints and produces envelopes, custom business documents, commercial print,
labels, packaging and direct mail literature. Workflow Management employs
approximately 3,100 persons and has 21 manufacturing facilities in 6 states and
4 Canadian provinces, 18 distribution centers, 7 print-on-demand centers and 73
sales offices.
NOTE 2 - BASIS OF PRESENTATION
-------------------------------
The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of Workflow Management
and the companies acquired in business combinations accounted for under the
purchase method from their respective dates of acquisition.
As used in the Notes to Consolidated Financial Statements, "Fiscal 2002",
"Fiscal 2001", "Fiscal 2000" and "Fiscal 1999" refer to the Company's fiscal
years ending April 30, 2002 and ended April 30, 2001, April 30, 2000 and April
24, 1999, respectively.
In the opinion of management, the information contained herein reflects all
adjustments necessary to make the results of operations for the interim periods
a fair presentation of such operations. All such adjustments are of a normal
recurring nature. Operating results for interim periods are not necessarily
indicative of results that may be expected for the year as a whole. The
consolidated financial statements included in this Form 10-Q should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 2001.
Page 7
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 3 - INVENTORIES
--------------------
Inventories consist of the following:
January 31, April 30,
2002 2001
------------ -----------
Raw materials $ 14,390 $ 15,480
Work-in-process 8,180 8,595
Finished goods 31,481 31,497
------------ -----------
Total inventories $ 54,051 $ 55,572
============ ===========
NOTE 4 - LONG-TERM DEBT
-----------------------
Revolving Credit Facility
The Company has entered into a secured revolving credit facility (the
"Credit Facility") underwritten and agented by Fleet Bank with $239,000
available for working capital and acquisition purposes. The Credit Facility, as
amended, is comprised of a $190,000 revolver, including a $46,300 sublimit for
Canadian borrowings, and a $49,000 amortizing term note. Effective April 30,
2002, the revolver portion of the Credit Facility will be reduced by $10,000 to
$180,000. The Credit Facility matures on March 10, 2004 and is secured by
substantially all assets of the Company and is subject to terms and conditions
typical of a credit facility of such type and size, including certain financial
covenants. The financial covenants include a total debt to pro forma EBITDA
maximum ("Total Leverage Ratio") of 3.75 to 1.0. Effective April 30, 2002, the
Credit Facility provides an additional covenant of senior, Credit Facility debt
to pro forma EBITDA maximum ("Senior Leverage Ratio") of 3.5 to 1.0. At January
31, 2002, the Total Leverage Ratio calculated under the Credit Facility was 3.73
to 1.0. The Company could borrow an additional $2,490 under the Credit Facility
for working capital purposes and remain in compliance with the facility.
Interest rate options are available to the Company conditioned on certain
leverage tests. The maximum rate of interest is the prime rate from time to time
in effect. The Credit Facility is also available to fund the cash portion of
future acquisitions, subject to the maintenance of bank covenants and total
availability under the facility. At January 31, 2002, the Company had $155,700
outstanding under the Credit Facility, at an annual interest rate of
approximately 7.0%, and up to $83,300 available under the Credit Facility for
acquisitions and working capital purposes subject to compliance with certain
covenants as discussed above. During the nine months ended January 31, 2002, the
Company incurred $9,318 in interest expense relating to the Credit Facility.
At this time, the Company does not believe that it will be in compliance
with the Senior Leverage Ratio at April 30, 2002, unless the Company is able to
dispose of assets to generate cash to pay down the Credit Facility. The Company
is working with its lenders to obtain waivers for a breach of the Senior
Leverage Ratio if such breach occurs and is also considering and pursuing
strategic alternatives that could generate cash to reduce borrowings under the
Credit Facility.
Page 8
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
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 the Financial Accounting Standards
Board ("FASB") newly issued Statement of Financial Accounting Standards ("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 January 31, 2002, the Company recorded a long-term
liability of $3,747 and a loss in other comprehensive income, net of taxes, of
$2,173. The Company recognized in earnings, as additional interest expense, $735
and $1,100 for the three and nine month periods ended January 31, 2002,
respectively, for the change in the prevailing LIBOR rate compared to the fixed
rate under the Swap agreement.
NOTE 5 - STOCKHOLDERS' EQUITY
-----------------------------
Changes in stockholders' equity during the nine months ended January 31, 2002
were as follows:
Stockholders' equity balance at April 30, 2001 $ 89,753
Issuance of common stock in conjunction with:
Employee stock purchase program 325
Fees paid to outside members of the Company's Board of Directors 10
Comprehensive income 3,289
-------------
Stockholders' equity balance at January 31, 2002 $ 93,377
=============
Comprehensive Income
The components of comprehensive income are as follows:
Three Months Ended Nine Months Ended
----------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2002 2001 2002 2001
------------- ------------ ------------ -----------
Net income $ 2,750 $ 2,708 $ 6,471 $ 6,984
Other comprehensive income:
Changes in fair market value of financial
instruments designated as hedges of
interest rate exposure, net of taxes 728 (2,173)
Foreign currency translation adjustment (246) 1,592 (1,009) (334)
------------- ------------ ------------ -----------
Comprehensive income $ 3,232 $ 4,300 $ 3,289 $ 6,650
============= ============ ============ ===========
Page 9
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Notes Receivable from Officers
During Fiscal 2001 and Fiscal 1999, the Company extended loans to certain
members of management and the Board of Directors ("the Stock Loans") for the
purchase, in the open market, of the Company's common stock by those
individuals. The Stock Loans are full recourse promissory notes bearing interest
at 6.75% and 8.0% per annum, respectively, with principal and interest payable
at maturity on January 2, 2003. Upon a change of control of the Company prior to
maturity of the notes, as the term change of control is defined in the notes,
the principal amount and accrued interest outstanding under the Stock Loans will
be forgiven. At January 31, 2002, $4,820 and $637 in principal and interest,
respectively, were outstanding on these notes.
NOTE 6 - EARNINGS PER SHARE ("EPS")
-----------------------------------
Basic EPS excludes dilution and is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. The following information presents the Company's computations
of basic and diluted EPS for the periods presented in the consolidated statement
of income:
Three Months Ended Nine Months Ended
---------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Income before extraordinary item $ 2,750 $ 2,772 $ 6,471 $ 7,048
Extraordinary item 64 64
------------ ------------ ------------ ------------
Net income $ 2,750 $ 2,708 $ 6,471 $ 6,984
============ ============ ============ ============
Weighted average Common
shares outstanding:
Basic 13,069 12,956 13,034 12,921
Potentially dilutive shares* 42 49 50 243
------------ ------------ ------------ ------------
Diluted 13,111 13,005 13,084 13,164
============ ============ ============ ============
Income per share:
Basic:
Income before extraordinary item $ 0.21 $ 0.21 $ 0.50 $ 0.55
Extraordinary item 0.01
------------ ------------ ------------ ------------
Net income $ 0.21 $ 0.21 $ 0.50 $ 0.54
============ ============ ============ ============
Diluted:
Income before extraordinary item $ 0.21 $ 0.21 $ 0.49 $ 0.54
Extraordinary item 0.01
------------ ------------ ------------ ------------
Net income $ 0.21 $ 0.21 $ 0.49 $ 0.53
============ ============ ============ ============
* The Company had additional employee stock options outstanding during the
periods presented that were not included in the computation of diluted earnings
per share because they were anti-dilutive. Options to purchase 4,711 and 4,372
shares of common stock were anti-dilutive and outstanding during the nine months
ended January 31, 2002 and January 31, 2001, respectively.
Page 10
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 7 - BUSINESS COMBINATIONS
------------------------------
During the nine months ended January 31, 2002, the Company completed two
business combinations, which were accounted for under the purchase method for an
aggregate purchase price of $4,356 consisting entirely of cash. The total assets
related to these acquisitions were $15,011, including goodwill and other
intangible assets of $14,176. The results of these acquisitions have been
included in the Company's results from their respective dates of acquisition.
During Fiscal 2001, the Company made eight acquisitions accounted for under
the purchase method for an aggregate purchase price of $25,200. The total assets
related to these acquisitions were $50,775, including intangible assets of
$31,626. The results of these acquisitions have been included in the Company's
results from their respective dates of acquisition.
The majority of the Company's historical acquisitions have earn-out
provisions that could result in additional purchase consideration payable in
subsequent periods, ranging from three to five years, dependent upon the future
earnings of the acquired companies. During Fiscal 2001, the Company paid $7,698
for additional purchase consideration. During the nine months ended January 31,
2002, the Company paid another $10,071 for these earn-out provisions and has an
additional $7,500 accrued for these earn-outs at January 31, 2002. This
additional consideration, whether paid or accrued, has been reflected in the
accompanying balance sheet as goodwill at January 31, 2002.
Following the Company's Fiscal 2000 acquisition of Office Electronics, Inc.
("OEI"), the Company sold certain of OEI's manufacturing divisions and related
assets. Net cash proceeds from these divested assets and divisions totaled
$9,764 and $350 during Fiscal 2001 and the nine months ended January 31, 2002,
respectively.
The following presents the unaudited pro forma results of operations of the
Company for the three and nine months ended January 31, 2002 and January 31,
2001, as if the purchase acquisitions completed since the beginning of Fiscal
2001 had been consummated at the beginning of Fiscal 2001. The pro forma results
of operations include certain pro forma adjustments including the elimination of
goodwill amortization due to the implementation of SFAS No. 142, the additional
interest expense for the initial cash consideration and the reductions in
executive compensation at the acquired companies of $0, $(329), $41 and $286 for
the three and nine months ended January 31, 2002 and January 31, 2001,
respectively.
Three Months Ended Nine Months Ended
---------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2002 2001 2002 2001
----------- ------------ ------------ -----------
Revenues $ 161,161 $ 165,480 $ 477,099 $ 490,473
Net income 2,750 2,547 6,501 7,898
Earnings per share:
Basic $ 0.21 $ 0.20 $ 0.50 $ 0.61
Diluted 0.21 0.20 0.50 0.60
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 divestitures occurred at the beginning of
Fiscal 2001 or the results that may occur in the future.
Page 11
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 8 - RESTRUCTURING COSTS
----------------------------
During Fiscal 2001, the Company incurred expenses of $8,292 in connection
with its reorganization and integration plan. Under this restructuring plan, the
Company streamlined its operations by eliminating duplicate facilities and
employee functions and reducing corporate overhead. The Company paid $1,699 and
utilized an additional $835 for facility closures and consolidations, severance
and terminations and other asset write-downs and costs associated with this plan
during the nine months ended January 31, 2002.
Under the restructuring plan implemented during Fiscal 2001, the Company
anticipated that it would terminate and provide severance benefits to 100
employees. During the fiscal year ended April 30, 2001 and the nine months ended
January 31, 2002, the Company terminated and provided severance benefits to 31
and 64 employees, respectively. The Company anticipates that the remaining 5 out
of 100 employees will be terminated within Fiscal 2002. The majority of the
workforce reductions were within the production area and backroom functions such
as accounting, human resources and administration.
The following table sets forth the Company's accrued restructuring costs
for the nine months ended January 31, 2002.
Facility Severance Other Asset
Closure and and Writedowns
Consolidation Terminations and Costs Total
------------- ------------ ----------- ----------
Balance at April 30, 2001 .................. $ 1,622 $ 1,389 $ 575 $ 3,586
Utilizations (1,348) (1,141) (45) (2,534)
---------- ---------- ---------- ----------
Balance at January 31, 2002 ................ $ 274 $ 248 $ 530 $ 1,052
========== ========== ========== ==========
NOTE 9 - GOODWILL AND OTHER INTANGIBLE ASSETS
---------------------------------------------
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
requires that business combinations initiated subsequent to June 30, 2001, must
be accounted for by using the purchase method of accounting. SFAS No. 142
supersedes Accounting Principles Board ("APB") Opinion No. 17, "Intangible
Assets," however, the new statement will carry forward provisions in APB Opinion
No. 17 related to internally developed intangible assets. SFAS No. 142 requires
that the Company discontinue the amortization of goodwill.
Page 12
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
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. Pursuant to the
transition provisions of SFAS No. 142, the Company has six months from the date
of adoption to perform an impairment test of goodwill as of that date. If it is
determined that goodwill was impaired at May 1, 2001, the Company must
immediately recognize the loss as a cumulative effect of a change in accounting
principle in accordance with APB Opinion No. 20 (retroactive to the first
quarter of Fiscal 2002). SFAS No. 142 further requires companies to test
goodwill and other indefinite lived intangible assets on an annual basis for
impairment. The following reconciliation illustrates the impact that the
adoption of SFAS No. 142 had on the Company's net income and earnings per share:
Three Months Ended Nine Months Ended
---------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net income reconciliation:
Reported net income $ 2,750 $ 2,708 $ 6,471 $ 6,984
Add: Goodwill amortization 407 1,164
------------ ------------ ------------ ------------
Adjusted net income $ 2,750 $ 3,115 $ 6,471 $ 8,148
============ ============ ============ ============
Basic earnings per share:
Reported net income $ 0.21 $ 0.21 $ 0.50 $ 0.54
Add: Goodwill amortization 0.03 0.09
------------ ------------ ------------ ------------
Adjusted net income $ 0.21 $ 0.24 $ 0.50 $ 0.63
============ ============ ============ ============
Diluted earnings per share:
Reported net income $ 0.21 $ 0.21 $ 0.49 $ 0.53
Add: Goodwill amortization 0.03 0.09
------------ ------------ ------------ ------------
Adjusted net income $ 0.21 $ 0.24 $ 0.49 $ 0.62
============ ============ ============ ============
Weighted average shares outstanding:
Basic 13,069 12,956 13,034 12,921
Diluted 13,111 13,005 13,084 13,164
Page 13
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
NOTE 10 - SEGMENT REPORTING
---------------------------
The Company's operating segments prepare separate financial information
that is evaluated regularly by the Company's Chief Executive Officer, the
Company's operating division Presidents and the Company's Chief Financial
Officer. Operating segments of the Company are defined primarily by the segment
operation's core business function whether it is: a) the procurement and
subsequent distribution of product to the customer, or b) the sale of an
internally manufactured product to the customer. The Company has determined that
its operating activities consist of two reportable operating segments: the
Company's Workflow Solutions Division and the Company's Workflow Printing
Division.
The Company's Workflow Solutions Division represents those subsidiaries of
the Company that procure product, primarily custom print products and office
supplies, and distribute it to customers through one of the Company's
distribution centers or directly from the product's manufacturer. The results of
the Workflow Solutions Division also include transactions with customers
utilizing the Company's proprietary iGetSmart inventory and distribution system.
The Company's Workflow Printing Division represents those subsidiaries primarily
engaged in the sale of products internally manufactured by 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 and supporting the Company's two operating
segments. The Company does not allocate corporate overhead by segment in
assessing performance.
Operating Segments
The following table sets forth information as to the Company's reportable
operating segments:
Three Months Ended Nine Months Ended
---------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2002 2001 2002 2001
------------ ------------ ------------ -----------
Revenues:
Workflow Solutions Division $ 84,458 $ 78,259 $ 239,242 $ 213,876
Workflow Printing Division 79,358 80,296 247,506 242,893
Intersegment (2,655) (3,367) (10,112) (10,526)
------------ ------------ ------------ -----------
Total $ 161,161 $ 155,188 $ 476,636 $ 446,243
============ ============ ============ ===========
Operating income:
Workflow Solutions Division $ 4,908 $ 4,321 $ 13,224 $ 11,106
Workflow Printing Division 4,439 6,088 12,803 19,230
Corporate (1,409) (2,271) (4,903) (8,151)
------------ ------------ ------------ -----------
Total $ 7,938 $ 8,138 $ 21,124 $ 22,185
============ ============ ============ ===========
January 31, April 30,
2002 2001
------------ -----------
Identifiable assets (at period end):
Workflow Solutions Division $ 145,331 $ 139,184
Workflow Printing Division 186,286 196,865
Corporate 13,617 15,952
------------ -----------
Total $ 345,234 $ 352,001
============ ===========
Page 14
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Geographic Segments
The following table sets forth information as to the Company's operations
in its different geographic segments:
Three Months Ended Nine Months Ended
---------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2002 2001 2002 2001
------------ ------------ ------------ -----------
Revenues:
United States $ 127,005 $ 115,845 $ 370,518 $ 330,518
Canada 31,436 36,815 98,339 108,138
Puerto Rico 2,720 2,528 7,779 7,587
------------ ------------ ------------ -----------
Total $ 161,161 $ 155,188 $ 476,636 $ 446,243
============ ============ ============ ===========
Operating income:
United States $ 4,267 $ 4,255 $ 11,160 $ 12,549
Canada 3,122 3,375 9,314 8,846
Puerto Rico 549 508 650 790
------------ ------------ ------------ -----------
Total $ 7,938 $ 8,138 $ 21,124 $ 22,185
============ ============ ============ ===========
January 31, April 30,
2002 2001
------------ -----------
Identifiable assets (at period end):
United States $ 293,484 $ 292,373
Canada 48,920 56,573
Puerto Rico 2,830 3,055
------------ -----------
Total $ 345,234 $ 352,001
============ ===========
Page 15
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This Quarterly Report on Form 10-Q contains forward-looking statements that
involve risks and uncertainties. When used in this Report, the words
"anticipate," "believe," "estimate," "intend," "may," "will," "expect" and
similar expressions as they relate to Workflow Management, Inc. (the "Company"
or "Workflow Management") or its management are intended to identify such
forward-looking statements. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements, which are made only as of the date hereof.
Introduction
Workflow Management, Inc. (the "Company" or "Workflow Management") is a
leading provider of end-to-end solutions, providing a variety of custom print
products and office supplies and related management services to businesses in
the United States, Canada and Puerto Rico. The Company is comprised of two main
operating divisions: 1) the Workflow Solutions Division, which provides
customers with print management services, including an e-commerce solution,
iGetSmart, designed to minimize the costs of procuring, storing and using custom
print products and office supplies and 2) the Workflow Printing Division, which
prints and produces envelopes, custom business documents, commercial print,
labels, packaging and direct mail literature. Workflow Management employs
approximately 3,100 persons and has 21 manufacturing facilities in 6 states and
4 Canadian provinces, 18 distribution centers, 7 print-on-demand centers and 73
sales offices.
As used in this Management's Discussion and Analysis of Financial Condition
and Results of Operations, "Fiscal 2002", "Fiscal 2001" and "Fiscal 2000" refer
to the Company's fiscal years ending April 30, 2002 and ended April 30, 2001 and
April 30, 2000, respectively.
The following discussion should be read in conjunction with the
consolidated historical financial statements, including the related notes
thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, as well as
the Company's audited consolidated financial statements, and notes thereto,
included in the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 2001.
Page 16
Consolidated Results of Operations
Three Months Ended January 31, 2002 Compared to Three Months Ended
January 31, 2001
Consolidated revenues increased 3.8%, from $155.2 million for the three
months ended January 31, 2001, to $161.2 million for the three months ended
January 31, 2002. The Company's Workflow Solutions Division revenues increased
by $6.2 million or 7.9% and its Workflow Printing Division revenues decreased by
$0.9 million or 1.2% when comparing the three months ended January 31, 2002 to
the three months ended January 31, 2001. The increase in consolidated revenues
was entirely due to the Company's business combinations consummated after
October 31, 2000. Revenues from identical operations or entities that were
acquired prior to October 31, 2000 have decreased $11.6 million or 7.4% for the
three months ended January 31, 2002 when compared to the revenues for the three
months ended January 31, 2001. The internal decline in revenues by division for
identical operations was -6.3% for the Workflow Solutions Division and -8.4% for
the Workflow Printing Division. Revenues for the three months ended January 31,
2002 and January 31, 2001, include revenues from eleven companies acquired in
business combinations accounted for under the purchase method after the
beginning of the third quarter of Fiscal 2001 (the "Purchased Companies").
International revenues decreased 13.2%, from $39.3 million, or 25.4% of
consolidated revenues, for the three months ended January 31, 2001, to $34.2
million, or 21.2% of consolidated revenues, for the three months ended January
31, 2002. The decline in international revenues was primarily due to the
depressed economic conditions in Canada and a decline in the Canadian exchange
rate during the three months ended January 31, 2002. International revenues
consisted exclusively of revenues generated in Canada and Puerto Rico.
Gross profit increased 1.3%, from $44.2 million, or 28.5% of revenues, for
the three months ended January 31, 2001, to $44.8 million, or 27.8% of revenues,
for the three months ended January 31, 2002. The increase in gross profit was a
result of the Purchased Companies. The decrease in gross profit as a percentage
of revenues was due to lower margins in the Workflow Printing Division because
of pricing pressures, competition and lower than expected revenue volumes. The
product lines that suffered the most significant impact were the commercial
printing, direct mail and envelope product lines. For a discussion of the
adverse effects of the September 11th terrorist attacks on the Company's
business, see "Factors Affecting the Company's Business" below.
Selling, general and administrative expenses increased 2.2%, from $36.1
million, or 23.3% of revenues, for the three months ended January 31, 2001, to
$36.9 million, or 22.9% of revenues, for the three months ended January 31,
2002. The increase in selling, general and administrative expenses was primarily
due to the Purchased Companies. As a percentage of revenues, selling, general
and administrative expenses decreased due to cost savings realized associated
with the Company's restructuring plan implemented during the fourth quarter of
Fiscal 2001 and the elimination of goodwill amortization expense as the Company
adopted Financial Accounting Standards Statement ("FASB") No. 142, accounting
for "Goodwill and Other Intangible Assets", which provides that goodwill and
indefinite lived intangible assets will no longer be amortized. See "Note 9 to
the Company's Consolidated Financial Statements" in Item 1 of Part 1 of this
Form 10-Q.
Interest expense, net of interest income, decreased 8.6%, from $3.5 million
for the three months ended January 31, 2001, to $3.2 million for the three
months ended January 31, 2002. This decrease in net interest expense was due to
the reduction in overall market interest rates.
Page 17
Other income, net of other expense decreased 71.6% from net other income of
$155,000 for the three months ended January 31, 2001, to net other income of
$44,000 for the three months ended January 31, 2002. Other income primarily
represents the net of gains and/or losses on sales of equipment and
miscellaneous other income and expense items.
Provision for income taxes increased 0.8% from $2.0 million for the three
months ended January 31, 2001, to $2.0 million for the three months ended
January 31, 2002, reflecting effective income tax rates of 42.0% and 41.6%,
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. In addition, the effective tax rates were
adjusted to reflect the incurrence of non-deductible goodwill amortization
expense resulting from the acquisitions of certain Purchased Companies.
Nine Months Ended January 31, 2002 Compared to Nine Months Ended January
31, 2001
Consolidated revenues increased 6.8%, from $446.2 million for the nine
months ended January 31, 2001, to $476.6 million for the nine months ended
January 31, 2002. The Company's Workflow Solutions Division revenues increased
by $25.4 million or 11.9% and its Workflow Printing Division revenues increased
by $4.6 million or 1.9% when comparing the nine months ended January 31, 2002 to
the nine months ended January 31, 2001. The increase in revenues was entirely
due to the Company's business combinations consummated after April 30, 2000.
Revenues from identical operations or entities that were acquired prior to April
30, 2000 have decreased $20.2 million or 4.4% for the nine months ended January
31, 2002 when compared to the revenues for the nine months ended January 31,
2001. The internal decline in revenues by division for identical operations was
-2.1% for the Workflow Solutions Division and -6.5% for the Workflow Printing
Division. Revenues for the nine months ended January 31, 2002, include revenues
from eleven companies acquired in business combinations accounted for under the
purchase method after the beginning of Fiscal 2001 (the "Purchased Companies").
International revenues decreased 8.3%, from $115.7 million, or 25.9% of
consolidated revenues, for the nine months ended January 31, 2001, to $106.1
million, or 22.3% of consolidated revenues, for the nine months ended January
31, 2002. The decline in international revenues was primarily due to the
depressed economic conditions in Canada and a decline in the Canadian exchange
rate during the nine months ended January 31, 2002. International revenues
consisted exclusively of revenues generated in Canada and Puerto Rico.
Gross profit increased 2.5%, from $129.5 million, or 29.0% of revenues, for
the nine months ended January 31, 2001, to $132.8 million, or 27.9% of revenues,
for the nine months ended January 31, 2002. The increase in gross profit was due
to the Purchased Companies. As a percentage of revenues, gross profit decreased
because the Workflow Printing Division experienced lower margins as a result of
pricing pressures, competition and an overall decrease in manufacturing volumes
within its commercial printing, direct mail and envelope operations. For a
discussion of the adverse effects of the September 11th terrorist attacks on the
Company's business, see "Factors Affecting the Company's Business" below.
Selling, general and administrative expenses increased 4.0%, from $107.4
million, or 24.1% of revenues, for the nine months ended January 31, 2001, to
$111.6 million, or 23.4% of revenues, for the nine months ended January 31,
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 the Company's restructuring plan implemented during the fourth quarter of
Fiscal 2001. Also, during the nine months ended January 31, 2002, the Company
ceased goodwill amortization as the Company adopted Financial Accounting
Standards Statement ("FASB") No. 142, accounting for "Goodwill and Other
Intangible Assets", which provides that goodwill and indefinite lived intangible
assets will no longer be amortized. See "Note 9 of the Company's Consolidated
Financial Statements" in Item 1 of Part 1 of this Form 10-Q.
Page 18
Interest expense, net of interest income, decreased 6.6%, from $10.5
million for the nine months ended January 31, 2001, to $9.8 million for the nine
months ended January 31, 2002. This decrease in net interest expense was due
entirely to the reduction in overall market interest rates.
Other expense, net of other income increased $584,000 from other income of
$0.4 million for the nine months ended January 31, 2001, to other expense of
$0.2 million for the nine months ended January 31, 2002. Other expense primarily
represents the net of gains and/or losses on sales of equipment and
miscellaneous other income and expense items.
Provision for income taxes decreased 7.5% from $5.0 million for the nine
months ended January 31, 2001 to $4.6 million for the nine months ended January
31, 2002, reflecting effective income tax rates of 41.6% and 41.8%,
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. In addition, the effective tax rates were
adjusted to reflect the occurrence of non-deductible goodwill amortization
expense resulting from the acquisition of certain Purchased Companies.
Liquidity and Capital Resources
At January 31, 2002, the Company had working capital of $82.0 million. The
Company's capitalization, defined as the sum of long-term debt and stockholders'
equity, at January 31, 2002 was approximately $250.8 million.
Workflow Management uses a centralized approach to cash management and the
financing of its operations. As a result, minimal amounts of cash and cash
equivalents are typically on hand as any excess cash would be used to pay down
the Company's revolving credit facility. Cash at January 31, 2002, primarily
represented customer collections and in-transit cash sweeps from the Company's
subsidiaries at the end of the quarter.
Workflow Management's anticipated capital expenditures budget for the next
twelve months is approximately $10.0 million for new equipment and maintenance.
During the nine months ended January 31, 2002, net cash provided by
operating activities was $28.8 million. Net cash used in investing activities
was $11.3 million, including $14.4 million used for acquisitions and additional
purchase consideration and $9.6 million used for capital expenditures which were
partially offset by the net proceeds of $10.9 million received on the sale of
property and equipment and $1.9 million received from the collection of a notes
receivable. Net cash used by financing activities was $18.2 million, which was
mainly comprised of $15.6 million in net payments by the Company on its
revolving credit facility and $2.3 in payments of other long-term debt.
During the nine months ended January 31, 2001, net cash provided by
operating activities was $10.0 million. Net cash used in investing activities
was $15.0 million, including $18.6 million used for acquisitions and additional
purchase consideration and $6.6 million used for capital expenditures which were
partially offset by the collection of $9.8 million for net assets held for sale.
Net cash provided by financing activities was $3.7 million, which included $14.4
million in net borrowings by the Company on its revolving credit facility to
primarily pay for the acquisitions consummated during the period and $4.9
million used to repay subordinated debt, $3.0 million used for the issuance of
notes to officers and $2.7 million in payments of other short-term debt.
Workflow Management has significant operations in Canada. Net sales from
the Company's Canadian operations accounted for approximately 20.6% of the
Company's total revenues for the nine months ended January 31, 2002. As a
result, Workflow Management is subject to certain risks inherent in conducting
business internationally, including fluctuations in currency exchange rates.
Changes in exchange rates may have a significant effect on the Company's
business, financial condition and results of operations.
Page 19
The Company has entered into a secured revolving credit facility (the
"Credit Facility") underwritten and agented by Fleet Bank with $239.0 million
available for working capital and acquisition purposes. The Credit Facility as
amended is comprised of a $190.0 million revolver, including a $46.3 million
sublimit for Canadian borrowings, and a $49.0 million amortizing term note.
Effective April 30, 2002, the revolver portion of the Credit Facility will be
reduced by $10.0 million to $180.0 million. The Credit Facility matures on March
10, 2004 and is secured by substantially all assets of the Company and is
subject to terms and conditions typical of a credit facility of such type and
size, including certain financial covenants. Included within these financial
covenants is a total debt to pro forma EBITDA maximum ("Total Leverage Ratio")
of 3.75 to 1.0. Effective April 30, 2002, the Credit Facility provides an
additional covenant of senior Credit Facility debt to pro forma EBITDA maximum
("Senior Leverage Ratio") of 3.5 to 1.0. At January 31, 2002, the Total Leverage
Ratio calculated under the Credit Facility was 3.73 to 1.0. The Company could
borrow an additional $2.5 million under the Credit Facility for working capital
purposes and remain in compliance with the facility. Interest rate options are
available to the Company conditioned on certain leverage tests. The maximum rate
of interest is the prime rate from time to time in effect. The Credit Facility
is also available to fund the cash portion of future acquisitions, subject to
maintenance of bank covenants and total availability under the facility. At
January 31, 2002, the Company had $155.7 million outstanding under the Credit
Facility, at an annual interest rate of approximately 7.0%, and up to $83.3
million available under the Credit Facility for acquisitions and working capital
purposes subject to compliance with certain covenants as discussed above. During
the nine months ended January 31, 2002, the Company incurred $9.3 million in
interest expense relating to the Credit Facility.
There can be no assurance that the Company will be able to obtain waivers
from its lenders for a breach of the Senior Leverage Ratio if such a breach
occurs or that the Company will be able to generate cash to reduce borrowings
under the Credit Facility to avoid a breach of the Senior Leverage Ratio. A
breach of the Senior Leverage Ratio that is not waived by the Company's lenders
would have a material adverse effect on the Company's financial condition.
Under the terms of a stock distribution agreement (the "Distribution
Agreement") entered into between the Company and U.S. Office Products in June
1998 when the Company was spun-off from U.S. Office Products (the "Workflow
Distribution"), the Company is obligated, subject to a maximum obligation of
$1.75 million, to indemnify U.S. Office Products for certain liabilities
incurred by U.S. Office Products prior to the spin-off, including liabilities
under federal securities laws (the "Indemnification Obligation"). This
Indemnification Obligation is reduced by any insurance proceeds actually
recovered in respect of the Indemnification Obligation and is shared on a pro
rata basis with the other three divisions of U.S. Office Products which were
spun-off from U.S. Office Products at the same time.
U.S. Office Products has been named a defendant in various class action
lawsuits. These lawsuits generally allege violations of federal securities laws
by U.S. Office Products and other named defendants during the months preceding
the spin-off. The Company has not received any notice or claim from U.S. Office
Products alleging that these lawsuits are within the scope of the
Indemnification Obligation, but the Company believes that certain liabilities
and costs associated with these lawsuits (up to a maximum of $1.75 million) may
to be subject to the Company's Indemnification Obligation. Nevertheless, the
Company does not presently anticipate that the Indemnification Obligation will
have a material adverse effect on the Company. On March 5, 2001, U.S. Office
Products and most of its United States subsidiaries filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code. The Company cannot predict
whether U.S. Office Products' bankruptcy proceedings will increase the
likelihood that U.S. Office Products will pursue indemnification claims against
the Company for liabilities resulting from the various lawsuits described above.
The Company entered into a sale-leaseback transaction involving five
Company-owned buildings during the nine months ended January 31, 2002 to reduce
its leverage. Net cash proceeds to the Company after taxes and fees associated
with this transaction are expected to be approximately $6.7 million. The entire
net proceeds were used to pay down debt.
Page 20
The Company anticipates that its current cash on hand, cash flow from
operations and additional financing available under the Credit Facility will be
sufficient to meet the Company's liquidity requirements for its operations and
acquisition purposes for the next twelve months. The Company expects that
additional financing under the Credit Facility will be sufficient to meet its
long-term liquidity requirements for operations. However, the Company may pursue
acquisitions in the next twelve months and thereafter, which are expected to be
funded through cash, stock or a combination thereof. The Company may have to
seek additional funding for its long-term liquidity from the issuance of
additional bank debt, the issuance of public debt or the issuance of additional
common stock in the public markets. There can be no assurance that additional
sources of financing will not be required during the next twelve months or
thereafter.
Fluctuations in Quarterly Results of Operations
Workflow Management's envelope business is subject to seasonal influences
from year-end mailings. Both the Company's Workflow Solutions Division and
Workflow Printing Division are subject to seasonal influences of the potential
lower demand for office consumables during the summer months which coincide with
Workflow Management's fiscal quarter ending in July. As the Company continues to
complete acquisitions, it may become subject to other seasonal influences if the
businesses it acquires are seasonal. Quarterly results also may be materially
affected by the timing of acquisitions, the timing and magnitude of costs
related to such acquisitions, variations in the prices paid by the Company for
the products it sells, the mix of products sold and general economic conditions.
Moreover, the operating margins of companies acquired may differ substantially
from those of Workflow Management, which could contribute to further fluctuation
in its quarterly operating results. Therefore, results for any quarter are not
necessarily indicative of the results that the Company may achieve for any
subsequent fiscal quarter or for a full fiscal year.
Inflation
The Company does not believe that inflation has had a material impact on
its results of operations during the three and nine month periods ended January
31, 2002 and January 31, 2001, respectively.
New Accounting Pronouncements
Accounting for Derivative Instruments and Hedging Activities. In June 1998,
the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," in June 2000 ("SFAS No. 133 as
Amended"), effective for the Company's fiscal year beginning 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, the Company has
implemented SFAS No. 133 as Amended.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of 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. The Company is required to
adopt the provisions of SFAS 144 effective April 1, 2002. Management believes
that the adoption of SFAS 144 will not have a material impact on the Company's
results of operations, financial position or cashflows.
Factors Affecting the Company's Business
Adverse Effects of September 11 Terrorist Attacks and Anthrax Developments.
On September 11, 2001, the United States suffered terrorist attacks of
unprecedented scope in New York City and Washington, D.C. In response to these
attacks, the United States retaliated with large scale overseas military
operations. In the aftermath of the terrorist attacks and military response, the
U.S. economy worsened and entered a recession. New York City, where the Company
generates a significant portion of its revenues, in particular has suffered
deteriorating economic conditions after September 11. The Company believes that
the general weakening of the U.S. economy, and the weakening of the economy in
New York City in particular, had an adverse effect on the Company's financial
results during the nine months ended January 31, 2002 and may continue to have a
similarly adverse effect in future periods. There can be no assurance that the
terrorist attacks, or any further retaliatory action by the United States, will
not continue to adversely affect the U.S. economy in general, the New York City
economy in particular and the Company's overall financial results for a
significant period of time.
Page 21
In addition to the terrorist attacks and U.S. military response, a small
number of U.S. citizens contracted anthrax disease after September 11. The
disease appears to be the result of an intentional effort by parties not yet
identified to infect the U.S. mail with anthrax. These anthrax cases have
created general public concern about the safety of U.S. mail, which in turn has
led to a decrease in the use of direct mail by businesses that historically have
relied upon direct mail solicitations for marketing and related purposes.
Historically, approximately 30% of the Company's revenues have been generated
from the envelope and direct mail industries. In addition to the adverse effects
to the Company's business as a result of overall economic conditions in the U.S.
since September 11, the Company's envelope and direct mail business has
suffered, and may continue to suffer in future periods, as a result of anthrax
concerns. In light of continuing uncertainty about anthrax and the safety of the
U.S. mail, the Company closed certain production facilities and the Company
cannot give any assurances as to when or whether its direct mail and envelope
business will return to historical levels.
Dependence Upon Acquisitions for Future Growth; Potential Divestitures. One
of the Company's strategies is to increase its revenues and the markets it
serves through the acquisition of additional graphic arts businesses. There can
be no assurance that suitable candidates for acquisitions can be identified or,
if suitable candidates are identified that acquisitions can be completed on
acceptable terms, if at all. Moreover, the consolidation of the North American
graphic arts industry has reduced the number of larger companies available for
sale, which could lead to higher prices being paid for the acquisition of the
remaining domestic, independent companies. During the first nine months of
Fiscal 2002, the Company has pursued and consummated far fewer acquisitions than
in prior periods and this trend is likely to continue for the rest of Fiscal
2002. In addition, the Company may determine that its business interests would
be best served by selling certain subsidiaries, assets or operations to third
parties. Accordingly, the Company has in the past considered, and will continue
to consider in the future, divestitures of certain operations or assets to the
extent management believes that such transactions could improve the Company's
overall financial condition and/or future prospects. Any such divestitures would
reduce the Company's revenues. Divestitures could also (i) eliminate certain
products or product lines that the Company has historically offered to its
customers and (ii) reduce or eliminate the Company's presence in certain
geographic markets.
Risks Related to Integration of Acquisitions. Integration of acquired
companies may involve a number of special risks that could have a material
adverse effect on the Company's operations and financial performance, including
adverse short-term effects on its reported operating results (including those
adverse short-term effects caused by severance payments to employees of acquired
companies, restructuring charges associated with the acquisitions and other
expenses associated with a change of control, as well as non-recurring
acquisition costs including accounting and legal fees, investment banking fees,
recognition of transaction-related obligations and various other
acquisition-related costs); diversion of management's attention; difficulties
with retention, hiring and training of key personnel; risks associated with
unanticipated problems or legal liabilities; and amortization of acquired
intangible assets. Furthermore, although Workflow Management conducts due
diligence and generally requires representations, warranties and
indemnifications from the former owners of acquired companies, there can be no
assurance that such owners will have accurately represented the financial and
operating conditions of their companies. If an acquired company's financial or
operating results were misrepresented, the acquisition could have a material
adverse effect on the results of operations and financial condition of Workflow
Management.
Risks Related to Acquisition Financing; Additional Dilution. Workflow
Management currently intends to finance its future acquisitions by using cash,
borrowed funds, shares of the Company's common stock ("Company Common Stock") or
a combination thereof. If the Company Common Stock does not maintain a
sufficient market value, if the price of Company Common Stock is highly
volatile, or if potential acquisition candidates are otherwise unwilling to
accept Company Common Stock as part of the consideration for the sale of their
businesses, Workflow Management may not be able to consummate acquisitions using
Company Common Stock as consideration. Since the Workflow Distribution, the
Company has completed all of its acquisitions using cash consideration. If
Workflow Management does not have sufficient cash resources, its growth could be
limited unless it is able to obtain additional capital through debt or equity
offerings.
Page 22
Material Amount of Goodwill. Approximately $124.3 million, or 36.0% of the
Company's total assets as of January 31, 2002, represents intangible assets, the
significant majority of which is goodwill. Goodwill represents the excess of
cost over the fair market value of net assets acquired in business combinations
accounted for under the purchase method. Due to the newly issued Financial
Accounting Standards Board Statement ("FASB") No. 142, the Company no longer
deducts goodwill amortization against earnings. The Company adopted Statement
No. 142 effective May 1, 2001, which is the first day of Fiscal 2002. For all
fiscal years prior to Fiscal 2002, the Company amortized goodwill using a
straight-line method over a period of 40 years with the amount amortized in a
particular period constituting a non-cash expense that reduced the Company's net
income. Under the new FASB Statement No. 142 and as previously required, the
Company must periodically evaluate the recoverability of goodwill by reviewing
the anticipated undiscounted future cash flows from the operations of the
acquired companies and comparing such cash flows to the carrying value of the
associated goodwill. If goodwill becomes impaired, Workflow Management would be
required to write down the carrying value of the goodwill and incur a related
charge to its income. A reduction in net income resulting from the write down of
goodwill could have a material and adverse impact upon the Company's net income
or the market price of the Company Common Stock.
Risks Associated with Canadian Operations. Workflow Management has
significant operations in Canada. Revenues from the Company's Canadian
operations accounted for approximately 20.6% and 24.0% of the Company's total
revenues for the nine months ended January 31, 2002 and the fiscal year ended
April 30, 2001, respectively. As a result, Workflow Management is subject to
certain risks inherent in conducting business internationally, including
fluctuations in currency exchange rates. Workflow Management is also subject to
risks associated with the imposition of protective legislation and regulations,
including those resulting from trade or foreign policy. In addition, because of
the Company's Canadian operations, significant revenues and expenses are
denominated in Canadian dollars. Changes in exchange rates may have a
significant effect on the Company's business, financial condition and results of
operations. Workflow Management does not currently engage in currency hedging
transactions.
For additional risk factors, refer to the Company's Annual Report on Form 10-K
for the fiscal year ended April 30, 2001.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company's financial instruments include cash, accounts receivable,
accounts payable and long-term debt. Market risks relating to the Company's
operations result primarily from changes in interest rates. The Company's
borrowings are primarily dependent upon LIBOR rates. The estimated fair value of
the Company's long-term debt approximated its carrying value at January 31,
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 with an effective date of August 1, 2001 and 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 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 is
cash settled quarterly, with interest expense adjusted for amounts paid or
received. If 3-month LIBOR were to increase or decrease by 1.0%, the impact to
the Company would be a savings of $1.0 million in interest expense or an
additional interest expense of $1.0 million over the interest charged on $100.0
million in debt under the variable 3-month LIBOR.
Page 24
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
Page 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WORKFLOW MANAGEMENT, INC.
March 15, 2002 By: /s/ Thomas B. D'Agostino, Sr.
------------------------------ --------------------------------
Date Thomas B. D'Agostino, Sr.
Chairman of the Board, Director,
President and Chief Executive
Officer (Principal Executive
Officer)
March 15, 2002 By: /s/ Michael L. Schmickle
------------------------------- --------------------------------
Date Michael L. Schmickle
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
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