WORKFLOW MANAGEMENT INC, 10-K405, 2000-07-28

WORKFLOW MANAGEMENT INC
10-K405, 2000-07-28
COMMERCIAL PRINTING

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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, 2000

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 Identification No.)
of incorporation or organization)

241 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 July 17, 2000: $143,900,957.

The number of shares of common stock of the registrant outstanding as of
July 17, 2000: 12,911,487.
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PART I

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 Management, Inc. (the "Company" or "Workflow Management")
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.

Item 1. Business

Spin-off Transaction

Workflow Management was incorporated in the state of Delaware on February
13, 1998. The Company currently conducts its operations through 22 direct or
indirect United States and Canadian subsidiaries. The principal executive
offices of the Company are located at 241 Royal Palm Way, Palm Beach, Florida
33480. Workflow Management's telephone number is (561) 659-6551.

Workflow Management 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 ("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 "Distribution" or "Workflow Distribution") of the
Company's common stock, par value $.001 per share (the "Common Stock" or
"Company Common Stock"). 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 (the "Distribution Date").

As part of its Strategic Restructuring Plan, U.S. Office Products also
distributed to the holders of U.S. Office Products Common Stock shares of common
stock (the "Related Distributions") (the Workflow Distribution and Related
Distributions collectively the "Distributions") of three additional companies,
Aztec Technology Partners, Inc., Navigant International, Inc. and School
Specialty, Inc. (collectively the "other Spin-Off Companies"). Effective upon
consummation of the Workflow Distribution and the Related Distributions, the
Company entered into the following principal agreements with U.S. Office
Products and the other Spin-Off Companies. See "Risk Factors - Potential
Conflicts of Interest in the Distributions" below.

. a Distribution Agreement (the "Distribution Agreement"), pursuant to
which (i) the equity interests of the U.S. Office Products subsidiaries engaged
in the print management business were transferred to the Company, (ii)
liabilities were allocated among the Company, U.S. Office Products and the other
Spin-Off Companies and (iii) the Company, U.S. Office Products and the other
Spin-Off Companies agreed to indemnify one another for liabilities allocated to
them under the Distribution Agreement and a share of certain other liabilities.
See "Risk Factors - Risks Related to Allocation for Certain Liabilities" below.

. a Tax Allocation Agreement (the "Tax Allocation Agreement"), pursuant
to which (i) the Company is responsible for its share of U.S. Office Products'
consolidated income tax liability for the years it was included in U.S. Office
Products' consolidated federal income tax returns, (ii) the Company, U.S. Office
Products and the other Spin-Off Companies share certain state, local and foreign
taxes, and (iii) the Company has (a) indemnified U.S. Office Products for
certain taxes if they are assessed against U.S. Office Products as a result of
the Workflow Distribution or the Related Distributions and (b) jointly and
severally indemnified U.S. Office Products for certain taxes resulting from
certain acts taken by the Company or any of the other Spin-Off Companies. The
joint and several liabilities of the Company and the other Spin-Off Companies
have been allocated pursuant to a separate agreement (the "Tax Indemnification
Agreement"). As a consequence, the Company is primarily liable for taxes
resulting from acts taken by the Company and liable (subject to rights of
indemnification under the Tax Indemnification Agreement) for taxes resulting
from acts taken by the other Spin-Off Companies. See "Risk Factors - Potential
Liability for Taxes Related to the Distributions" below.

. an Employee Benefits Agreement (the "Employee Benefits Agreement"),
pursuant to which the assets, liabilities and responsibilities with respect to
employee benefit plans and programs and certain related matters were allocated
among the Company, U.S. Office Products and the other Spin-Off Companies.

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Company Overview

Workflow Management is a leading integrator of graphic arts companies,
providing a variety of print and office products and related management services
to more than 44,000 businesses in the United States and Canada. During the
fiscal year ended April 30, 2000, the Company acquired six companies, increasing
Company revenues by 39.9% to $547.1 million, operating income by 75.4% to $37.2
million and net income by 154.7% to $23.2 million in the fiscal year ended April
30, 2000 when compared to the fiscal year ended April 24, 1999. The Company is
comprised of two main operating divisions - Integrated Business Services, which
provides customers with print management services, including the iGetSmart(SM)
e-commerce solution, designed to minimize the costs of procuring, storing and
using consumable office products, and Fulfillment, which prints and produces
envelopes, custom business documents, commercial print, labels, packaging and
direct mail literature. Currently, Workflow Management employs approximately
3,100 persons and has 20 manufacturing facilities in 6 states and 4 Canadian
Provinces, 11 distribution centers, 11 print-on-demand centers and 56 sales
offices. The Company intends to continue to pursue its strategic acquisition
program to extend its geographic scope and market penetration in the highly
fragmented graphic arts industry, and to increase sales to existing customers by
cross-selling printed office products and e-commerce systems solutions.

Workflow Management's Integrated Business Services Division is a leading
distributor of printed office products in North America. The division has over
400 salespeople and customer service representatives committed to reducing
customers' overhead and direct costs associated with the management of printed
products. By outsourcing non-core operations such as the purchasing, storage
and use of consumable office products to such trained specialists, customers
realize decreased costs and improved control over print management services.
The Company's Integrated Business Services Division solicits competitive bids
from a base of over 16,000 vendors (including the Company's own manufacturing
centers), establishes more efficient inventory levels, and consolidates
requisitions, production and deliveries. In addition, the division performs
design and procurement services for its customers. The graphic arts products
primarily distributed by the Integrated Business Services Division include
commercial printing, custom business forms, signs and labels, advertising
specialty products and office products. Workflow Management plans to continue
to expand its product lines and services and to promote its print and facilities
management services.

The Company believes that its proprietary technology and systems are
central to its ability to capitalize effectively on industry outsourcing trends
and provide it with a competitive advantage. Consequently, on April 29, 1999,
the Company established a new operating division within the Integrated Business
Services Division known as iGetSmart.com, which licenses and supports the
Company's iGetSmart electronic outsourcing and facilities management system.
The iGetSmart system was developed by a predecessor of SFI of Delaware, LLC
("SFI"), the Company's principal distribution subsidiary, in 1986. The assets
pertaining to the iGetSmart system were segregated and transferred by SFI into a
separate wholly owned subsidiary of the Company, iGetSmart.com, Inc.
("iGetSmart.com"), on February 15, 2000. The iGetSmart system is an intranet-
and Internet-based business-to-business electronic commerce solution, which
enables print vendors and distributors (collectively, "resellers") to provide
automated inventory management and order fulfillment of consumable office
products for their end-user customers. In addition, iGetSmart.com offers
resellers access to its nationwide warehousing network to further facilitate the
order, storage and shipment of products to their customers. Customers of
resellers either place product orders directly through iGetSmart or contact
their reseller sales representatives to place orders through the system. The
orders are then electronically routed to a distribution facility for delivery.
The iGetSmart system has been licensed to SFI and to other competitors of SFI.
iGetSmart.com is also the preferred provider of graphic arts products for
PurchasePro.com, an electronic business-to-business bidding marketplace, through
which iGetSmart.com can directly fulfill customer orders as well as link
customers to a nationwide vendor network. The Company believes that the
iGetSmart system has enabled the Company to position itself as a premier
technology deployer, thus increasing the Company's range of services, its
attractiveness to potential acquisition targets and its overall competitive
advantage. Workflow Management expects iGetSmart.com to expand its software
application and warehousing services, broaden its reseller and end-user customer
base and potentially grow through acquisitions.

The Company's Fulfillment Division manufactures and prints a full range of
products for wholesale and retail customers, including customers of the
Integrated Business Services Division, with production centers located
throughout the United States and Canada. "Fulfillment" is defined by the
Company as the direct manufacture, supply and delivery of products to wholesale
or retail customers. The division's product line includes: (i) envelopes,
including specialty envelopes for uses such as credit card solicitations, annual
reports, direct mail and airline itinerary jackets; (ii) documents, such as
custom 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 the Company's Imagenet Document Manager that provides
access via the Internet. The Company believes that its Fulfillment Division is
one of the leading printers of envelopes in the Northeastern United States and
its Canadian operations constitute one of Canada's largest wholesale document
manufacturers. The division also has several digital pre-press systems for
converting text and graphics to film and plates prior to printing, enabling the
division to offer design services to its customers.

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Workflow Management's Fulfillment Division has approximately 2,300 employees, of
which 373 are in sales and sales support and more than 1,550 are in
manufacturing.

The Company's printing operations, combined with its extensive vendor
network and distribution capability, give the Company broad flexibility to meet
customers' demand for printed products. For the fiscal year ended April 30,
2000, approximately 40.5% of the Company's revenues were derived from products
purchased by the Company for distribution, and 59.5% were derived from products
manufactured by the Company.

The document, envelope and commercial printing industries that comprise the
graphic arts businesses are highly fragmented, and the Company believes
integration opportunities exist within these industries. Management believes
that there are approximately 300 envelope manufacturers in the U.S., and that
the commercial printing industry is composed of approximately 34,000 printing
plants, 76% of which have fewer than 10 employees. According to statistics
released by Printing Industries of America, Inc., in 1999 (i) direct mail and
packaging printers grew at a rate of 7.2% and 4.3% respectively, (ii) document
printing increased by 2.6%, and (ii) the commercial printing market grew by over
7%.

Business Strategy

The Company's objective is to become the leading single source provider of
consumable office products and related printing and distribution services to
businesses of all sizes. To attain its goal, Workflow Management's strategy
includes external growth, through the acquisition of established and profitable
graphic arts and distribution businesses in markets with attractive growth
opportunities, and internal growth, through product development, cross-selling
of the full suite of the Company's products and services to its subsidiaries,
and cross-utilization of the Company's proprietary e-commerce systems. In
addition, the Company intends to further develop its iGetSmart.com business by
licensing its proprietary electronic inventory management system to other
resellers and establishing strategic alliances with other electronic commerce
companies focused on business-to-business and supply chain management services,
such as PurchasePro.com, Inc. As the Company pursues its acquisition strategy,
it may also determine, from time to time, that its business interests would be
best served by selling certain subsidiaries, assets or operations to third
parties. The Company divested one of its Fulfillment Division subsidiaries
during Fiscal 2000 and may consider further divestiture of low-growth product
lines to improve the Company's overall financial condition.

Workflow Management believes that it possesses several competitive
advantages in the implementation of its strategic acquisition plan for
maximizing external growth. The Company bases this belief on management's
acquisition and integration experience both before and after the Workflow
Distribution. Also, the Company believes that its status as a leading
distributor of printed products and its e-commerce capabilities make it the
"acquirer of choice" among the large population of independent distributors, as
well as among numerous print manufacturers seeking vendor relationships with the
Company's nationwide sales force. As the Company acquires new businesses, it
seeks to achieve operating efficiencies through the consolidation of insurance,
administration, financial management and other administrative functions. The
types of companies Workflow Management targets for acquisition in the North
American graphic arts industry are (i) distributors strategically positioned in
new geographic regions, particularly those that demonstrate the potential for
increasing sales with the iGetSmart system, and (ii) value-added providers of
high demand printed products that are either currently provided by the Company
or that further diversify the Company's overall product line. Consideration for
acquisitions has typically been in the form of cash paid at closing and three to
five year contingent cash "earn-out" payments based on the acquired company's
performance following the closing of the acquisition. The Company may utilize
its common stock as a form of purchase price in future acquisitions. See "Risk
Factors."

Workflow Management intends to grow internally through product development,
cross-marketing and cross-utilization of its proprietary technology,
particularly the iGetSmart and Imagenet Document Manager systems. The
Integrated Business Services Division encourages its sales representatives to
utilize the Company's manufacturing subsidiaries for customer orders. The
division's management team also regularly trains its sales force on the various
capabilities of the iGetSmart electronic outsourcing system. By establishing
the iGetSmart.com division and dedicating resources to such operations, the
Company expects to (i) further enhance its software application and distribution
services to increase its competitive advantage with SFI's end-user customers,
and (ii) offer such services to other print resellers in exchange for license
and service fees. The ability of the Company's sales force to supplant the
purchasing departments of its customers enables the Company to better understand
the requirements of all sizes of businesses, and fosters close business
relationships between the Company and its customers. Workflow Management
believes that its knowledge of customer requirements and these relationships
enable the Company to identify new product lines and services in response to
emerging customer opportunities and provide cross-marketing opportunities for
the Company's various product lines and services. The Company also intends to
increase internal growth by implementing the Imagenet desktop printing solution
on a Company-wide basis.

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Product Lines

Integrated Business Services Division - Print Management Services

In addition to the products printed directly by Workflow Management's
Fulfillment Division, the Company offers its customers advertising specialty and
office products which are provided by its nationwide network of over 16,000
vendors. The Company supports its product offering with a selection of value-
added services. For many businesses, the costs of managing, storing and using
printed products exceed their purchase price. The Company seeks to control
these costs and improve efficiency throughout the workflow by providing systems
analysis, design, and facilities and inventory management services. Workflow
Management's Integrated Business Services Division delivers its print management
services through iGetSmart and Informa, its proprietary computerized transaction
and information systems. The Company does not charge a separate fee for its
management services, but instead tailors its product pricing to reflect the
services provided.

iGetSmart System. Two of the Company's subsidiaries, SFI and
iGetSmart.com, offer the iGetSmart system in the United States. iGetSmart.com
licenses the iGetSmart system to print resellers, including SFI, which in turn
offer the system to their customers. The iGetSmart system provides transaction,
reporting and control capabilities to SFI, other licensed print resellers and
their respective customers. SFI introduced iGetSmart in 1986, and SFI re-
engineered the system in 1993 to incorporate advances in hardware and software
technologies. The system's transaction database now includes more than 500,000
SKUs and 9,697 active customers. SFI has linked 3,600 vendors to the system to
which customer orders are outsourced. Customers can access iGetSmart either
off-line, through a licensed company's sales and customer support personnel, or
on-line, through wide area network, dial-up, leased-line, and Internet
connections. The Company believes this array of delivery options makes
iGetSmart attractive to print resellers by automating many of the time-consuming
steps of the procurement cycle and strengthening the resellers' relationship
with their existing customers with increased productivity and reduced operating
costs. End-user customers of every size and complexity also benefit by improved
inventory controls and increased focus on core competencies. The discussion
below summarizes the various support functions of the iGetSmart system.
iGetSmart.com is continually refining and enhancing the iGetSmart system.

A customer of a reseller can initiate a distribution from inventory by
issuing a requisition through iGetSmart. iGetSmart then allocates the
merchandise to the cost center and routes the release to the appropriate
distribution facility, which may be an iGetSmart.com leased or managed
warehouse. Reseller customers can specify their minimum inventory requirements
or can rely on iGetSmart's ongoing analysis of usage patterns and lead times.
iGetSmart notifies a reseller's sales representative and customer when a re-
order point is reached, and the representative negotiates a new purchase order
with the customer. The purchase order is entered into the system and iGetSmart
tracks the order to the product's receipt at the appropriate distribution
center. At this point, the storage, shipment, usage and re-order cycle begins
again. Throughout the cycle, the system supports inventory transfers and write-
offs, returns of items requisitioned in error, and purchases that are shipped
directly to customers by a reseller's vendors. iGetSmart produces invoices when
merchandise is received at a reseller or iGetSmart.com's distribution centers,
as the case may be, or when it is shipped to customers, and tracks invoices
through to remittance. All transactions can be consummated in a number of
electronic formats required by customers' data processing operations. iGetSmart
also offers electronic catalogs of 400,000 promotional products and 35,000
office products. The catalogs provide product images and descriptions, as well
as powerful search engines enabling customers to locate the products best suited
to their requirements.

iGetSmart can generate more than 130 real-time and periodic reports to
customers of resellers. 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 iGetSmart system
maintains five years of historical data on-line for comparative reports and
analyses. In addition, iGetSmart's Base Line Pricing Report routinely analyzes
changes in prices charged to managed accounts, an analysis the Company believes
is unique in the industry.

iGetSmart also provides customers of resellers 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. A licensed reseller of
iGetSmart can customize the system to create optimal programs for its customers.

Informa System. Workflow Management offers the Informa system in Canada.
Informa supports requisition, distribution, and digital imaging services with a
central transaction database and a variety of customer interfaces. In addition
to sophisticated print-on-demand capabilities, Informa provides much of the
functionality of the iGetSmart system: inventory inquiries and releases; order
tracking; usage analysis and forecasting; detailed reporting for cost centers
and products; and procurement-card, EDI billings and X.12

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EDI ordering. Customer interfaces include terminal access, a graphical user
interface client, e-mail, world wide web browser, touch-tone, and automated
voice recognition. Informa is accessed through leased lines, dial-up service,
Internet and wide area networks.

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Informa's Electronic Job Ticket ("EJT") interface is a specialized e-mail
enabling customers to requisition documents and other products from the
Company's distribution centers, and to route attached documents to the Company's
network of Imagenet print-on-demand facilities. EJT's print-on-demand feature
supports a broad range of custom specifications, including quantities; fixed and
variable imaging; page orientation; paper size, weight, grade, and color;
drilling and binding; and cover page. EJT also provides fields for the
customer's budget code, billing information, and distribution instructions. EJT
originates jobs ranging from single impressions, to thousands of copies
delivered to a single location, to thousands of documents mailed to tens of
thousands of recipients.

Workflow Management provides customers with worldwide web-access to Informa
through Imagenet. This application provides a browser interface to Informa's
transaction and reporting features for managing and distributing inventories
held for customers. The application also offers a full-featured document
librarian, with image storage, retrieval, viewing, downloading, archiving, and
version control. In addition, Imagenet provides estimation and requisition for
digital print-on-demand orders. Production images for these orders can be
uploaded to the world wide web or retrieved from the application's document
library.

The following table sets forth the amount of the Company's revenues (in
thousands) derived from its reportable operating segments:

Fiscal Year Ended
----------------------------------------------------
April 30, 2000 April 24, 1999 April 25, 1998
--------------- ------------------ ---------------
<S> <C> <C> <C>

Integrated Business Services Division $222,533 $125,950 $104,479
Fulfillment Division 331,826 274,968 255,456
Intersegment (7,298) (9,966) (6,584)
-------- -------- --------
Total $547,061 $390,952 $353,351
======== ======== ========
</TABLE>

Fulfillment Division - Printed Products

Envelopes. The Fulfillment Division is comprised of several envelope
companies that 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. These envelopes may be 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. The Company's envelope subsidiaries can customize
dimensions, materials, construction and graphics to customers' specific
requirements.

Documents. Workflow Management's Fulfillment Division offers 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. More than 85% of the Company's revenues from sales of
documents are from sales of custom products.

Commercial Printing. The commercial printing line of the Fulfillment
Division 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. The division
provides a variety of custom services, including art direction, digital and
conventional design, layout, illustration, photography and production.

Direct Mail. The direct mail operations of the Fulfillment Division are
equipped to handle the design, management and lettershop needs of individual
direct mail projects and ongoing campaigns. Specifically, their 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. The packaging operations of the Fulfillment Division
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. Workflow Management's Fulfillment Division offers a wide range of
label and signage products from product and packaging labels to bumper stickers,
outdoor signage and backlit vending machine facings. The processes utilized
include die cut and digital cut vinyl, flexographic and screen printing. The
label group's specialty is photographic quality, 4 color process work.

Print-on-Demand. The Fulfillment Division's Print-On-Demand unit
allows customers to have their materials printed immediately direct-from-file
(bypassing the usual pre-production steps of film and plates). Files can be
accepted in a wide variety of

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formats and program platforms either on disk or via the Internet. This
technology is designed for customers who need fast turnaround times and shorter
print runs.

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Operations

Distribution. Products manufactured by Workflow Management are either
shipped directly to customers or held in inventory and shipped as requisitioned
by customers. Finished goods purchased by the Company from manufacturers and
wholesalers are either shipped directly to customers by vendors, or shipped to,
stored in, and shipped from one of the Company's distribution centers. Workflow
Management owns or leases 11 distribution centers and rents additional warehouse
space as necessary. Approximately 200 distribution personnel are employed by
Workflow Management. Products are transported from the Company's suppliers and
to its customers by short-haul, regional, contract and custom carriers, as well
as by air and ground courier services.

Sales. Workflow Management sells its products directly to end-users, as
well as to distributors and brokers who re-sell to end-users. The Company
employs more than 800 sales representatives and customer service personnel in 56
sales offices throughout the United States and Canada. Sales representatives
are compensated primarily through commissions. Commissioned sales
representatives are compensated based on either product sales or gross margins.
In addition to the Company's line of documents, commercial printing, envelopes
and related products, the Integrated Business Services Division sales force
offers value-added services including workflow analysis, design, document
management and print-on-demand. The Company's sales force is supported by its
iGetSmart and Informa transaction and information systems.

Integrated Business Services Division - Purchasing and Manufacturing

Purchasing. Workflow Management's Integrated Business Services Division
purchases finished goods for resale to customers. These finished goods include
the Company's full line of documents, envelopes, commercial printing, direct
mail, packaging, labels and print-on-demand. In addition to the Company's
manufacturing subsidiaries, Workflow Management has more than 5,500 suppliers of
finished goods, including, among the largest, Hano Document Printers, Times
Printing Co., Inc., Rolls Offset Printing Co. and Banta Corporation.

Manufacturing. Although the Integrated Business Services Division
primarily purchases finished goods from outside vendors for resale to customers,
the division's principal subsidiary, SFI, has some document manufacturing
operations in its Norfolk, Virginia facility. Approximately 2% of SFI's
revenues are derived from sales of documents manufactured by SFI.

Fulfillment Division - Purchasing and Manufacturing

Purchasing. Workflow Management's Fulfillment 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 the Company's Fulfillment Division are Williamette Industries,
Inc., Tri-State Envelope Corp., National Envelope Corp., Coast Paper and
Weyerhauser of Canada.

Manufacturing. The Company's Fulfillment Division produces documents,
envelopes, commercial print, direct mail, packaging, labels, and print-on-
demand. Workflow Management operates 20 manufacturing facilities in 6 states
and 4 Canadian Provinces. These plants employ more than 1,550 manufacturing
personnel and utilize over 210 presses and other machines. The Company's broad
line of conventional and specialty envelopes are manufactured in four plants
located in New York, New Jersey and Pennsylvania. The envelope plants currently
operate more than 117 printing and related machines. The Company has a label
production facility in Columbia, South Carolina, a direct mail printer in Santa
Ana, California, a packaging plant in Hoboken, New Jersey, a commercial printing
facility in Calgary, Alberta and a business card printer in Lorton, Virginia.
Workflow Management operates a network of eleven Imagenet print-on-demand
facilities in Canada, providing digital imaging and litho quick printing. The
Company also operates 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.

Customers

Workflow Management has more than 44,000 customers ranging in size from
small office/home office businesses to Fortune 500 companies in industries such
as healthcare, insurance, energy, advertising, travel and financial services.
Significant customers of the Company include: Bank of Montreal; PTC, Inc.;
Citibank N.A.; KB Toys; Health Insurance Plan of Greater New York, Inc.; Capital
One Financial Group; Banco Popular, Inc.; Kraft Foods, Inc.; Shell Canada
Limited; and Automatic Data Processing, Inc.

<PAGE>

The Company's five largest customers accounted for 16.3% and 14.3% of the
Company's net sales for the fiscal years ended April 30, 2000 and April 24,
1999, respectively. The Company's single largest customer accounted for 4.2%
and 4.5% of net sales for the fiscal years ended April 30, 2000 and April 24,
1999, respectively.

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Competition

Workflow Management competes for retail sales of printed products against
other independent distributors and against manufacturers' direct sales
organizations. In commercial printing, labels, direct mail and print-on-demand,
the Company also competes with manufacturers' direct sales organizations,
independent brokers, advertising agencies and design firms. The principal
competitive factors in the graphic arts industry are price, quality, selection,
services, production capacity, delivery and customer support.

Although Workflow Management's divisions often compete with large and small
businesses, its Fulfillment Division competes against the largest competitors in
the North American documents, envelopes and commercial printing industry, most
of which have substantially greater financial resources than the Company. Most
of the Company's competitors in the consumable office products distribution
market for the Company's Integrated Business Services Division are small,
regional distributors.

The Company also faces competition from alternative sources of
communication and information transfer such as facsimile machines, electronic
mail, the Internet and interactive videodisks. Although these sources of
communication and advertising may eliminate some envelope sales in the future,
the Company believes that it will experience continued demand for envelope
products due to the relatively low-cost information delivery vehicle that may be
customized by customers with text, color, and graphics, and the ability of the
Company's customers to penetrate desired markets as a result of the widespread
delivery of mail to residences and businesses through the postal service.

As the Company devotes further resources to its e-commerce iGetSmart
system, the Company will compete primarily with start-up companies focused
solely on print procurement electronic systems.

Employees

Workflow Management currently has approximately 3,100 full and part-time
employees, including approximately 800 in sales and sales support and
approximately 1,600 in print production. Approximately 18% of the Company's
employees in the United States and approximately 5% of the Company's employees
in Canada are represented by labor unions. There can be no assurance that work
stoppages or strikes will not occur. The Company considers its employee
relations to be good.

Intellectual Property

Workflow Management has more than 40 registered trademarks in the U.S. and
Canada. The Company believes that its trademarks and other proprietary rights
are material to the operations of its business. Workflow Management regards its
iGetSmart, Informa and Imagenet software as proprietary, and relies on a
combination of copyright and trademark laws, trade secrets, confidentiality
agreements and contractual provisions to protect its rights. Workflow
Management is not aware that any of its 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, fountain solution, photographic fixer and
developer solutions, machine and hydraulic oils, and solvents. Workflow
Management 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

11
<PAGE>

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.

12
<PAGE>

Executive Officers

Thomas B. D'Agostino, Sr., 58, is Chairman of the Board. From February
1998 until April 2000, Mr. D'Agostino, Sr. served as Chairman of the Board,
President and Chief Executive Officer of the Company. Mr. D'Agostino, Sr. was
President of SFI Corp. ("SFI Corp."), an office and printed products
distribution company and predecessor of SFI, and of SFI Corp.'s predecessor
company, Forms & Peripherals, Inc., from 1972 until 1998. He was appointed
President of U.S. Office Products' Print Management Division in January 1997
when U.S. Office Products acquired SFI Corp.

Steve R. Gibson, 41, was appointed President and Chief Executive Officer of
Workflow Management in April 2000. Previously, Mr. Gibson had served as the
Executive Vice President and Chief Financial Officer of the Company, the
position to which he was appointed in April 1998. From February 1997 until
April 1998, Mr. Gibson was President of Cortez Financial Services, Inc., an
investment banking company. From May 1985 to February 1997, he was employed in
various positions at NationsBank Corporation, ultimately serving as Senior Vice
President.

Thomas B. D'Agostino, Jr., 33, was appointed President and Chief Executive
Officer of iGetSmart.com, Inc., the Company's e-commerce subsidiary, in August
1999. Mr. D'Agostino, Jr. also served as President and Chief Operating Officer
of the Company's Integrated Business Services Division since December 1998, and
has served as President of SFI, the Company's principal distribution subsidiary,
from 1998 until December 1999. He previously served as Vice President of Sales
of SFI from 1997 until 1998. From 1995 to 1997, he served as President of Hano
Document Printers, Inc. ("Hano"), a business forms manufacturing company and
former subsidiary of the Company. From 1993 to 1995, Mr. D'Agostino, Jr. held
several other positions with Hano, including Vice President of Sales and
Marketing and General Manager.

Paul K. MacMillan, 36, was appointed Executive Vice President and Director
of Corporate Operations in March 2000. From June 1989 to March 2000, he held
various positions at Bank of America, ultimately serving as Senior Vice
President and Treasury Management Executive.

Richard M. Schlanger, 55, was appointed President and Chief Operating
Officer of the Company's Fulfillment Division in December 1998. He also serves
as Vice President of United Envelope, LLC ("United"), the Company's principal
envelope subsidiary. He served as Co-President of United from 1994 to 1998.
From 1982 to 1994, Mr. Schlanger held the position of Executive Vice President
of United.

Michael L. Schmickle, 30, was appointed Executive Vice President and Chief
Financial Officer of Workflow Management in April 2000. From April 1998 until
April 2000, Mr. Schmickle served as Corporate Controller for Workflow Management
and was subsequently promoted to Vice President. From March 1996 to April 1998,
he served as an Assistant Controller of U.S. Office Products, Inc., 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.

Claudia S. Amlie, 31, is Executive Vice President, General Counsel and
Chief Administrative Officer of the Company. From July 1997 until April 1998,
she served as an associate attorney in the corporate and venture capital law
departments at the law firm of Edwards & Angell in Palm Beach, Florida. Ms.
Amlie worked as an associate corporate law attorney at Foley & Lardner in West
Palm Beach, Florida from June 1996 to July 1997, and at Stearns, Weaver, Miller,
Weissler, Alhadeff & Sitterson in Miami, Florida from August 1994 to May 1996.

Michael B. Feldman, 38, was appointed Senior Vice President and Chief
Financial Officer of the Company's Integrated Business Services Division in June
1999. Mr. Feldman has also served as Vice President of Finance and Chief
Financial Officer of SFI and SFI Corp., SFI's predecessor, since 1995, and was
appointed Controller of SFI Corp. in 1987. From 1992 to 1998, he served as
Hano's Vice President of Finance and Chief Financial Officer.

Frederick S. Shaw, 55, was appointed Senior Vice President and Chief
Financial Officer of the Company's Fulfillment Division in June 1999. From
October 1998 to June 1999, he served as the Company's Internal Auditor and as a
financial consultant for the Company's acquisitions. From 1993 to 1998, he was
the Corporate Chief Financial Officer of the equipment manufacturing group for
DASI Corporation, a dairy manufacturing company.

Thomas B. D'Agostino, Sr. is the father of Thomas B. D'Agostino, Jr. There are
no other family relationships between the directors and executive officers of
the Company.

13
<PAGE>

Risk Factors

Dependence Upon Acquisitions for Future Growth; Potential Divestitures. One of
the Company's strategies is to increase its revenues and the markets it serves
through the acquisition of additional graphic arts businesses. There can be no
assurance that suitable candidates for acquisitions can be identified or, if
suitable candidates are identified that acquisitions can be completed on
acceptable terms, if at all. Moreover, the consolidation of the North American
graphic arts industry has reduced the number of larger companies available for
sale, which could lead to higher prices being paid for the acquisition of the
remaining domestic, independent companies. In addition, the Company may
determine that its business interests would be best served by selling certain
subsidiaries, assets or operations to third parties. Accordingly, the Company
has in the past considered, and will continue to consider in the future,
divestitures of certain operations or assets to the extent management believes
that such transactions could improve the Company's overall financial condition
and/or future prospects. Any such divestitures would reduce the Company's
revenues. Divestitures could also (i) eliminate certain products or product
lines that the Company has historically offered to its customers and (ii) reduce
or eliminate the Company's presence in certain geographic markets.

Risks Related to Integration of Acquisitions. Integration of acquired companies
may involve a number of special risks that could have a material adverse effect
on the Company's operations and financial performance, including adverse short-
term effects on its reported operating results (including those adverse short-
term effects caused by severance payments to employees of acquired companies,
restructuring charges associated with the acquisitions and other expenses
associated with a change of control, as well as non-recurring acquisition costs
including accounting and legal fees, investment banking fees, recognition of
transaction-related obligations and various other acquisition-related costs);
diversion of management's attention; difficulties with retention, hiring and
training of key personnel; risks associated with unanticipated problems or legal
liabilities; and amortization of acquired intangible assets. Furthermore,
although Workflow Management conducts due diligence and generally requires
representations, warranties and indemnifications from the former owners of
acquired companies, there can be no assurance that such owners will have
accurately represented the financial and operating conditions of their
companies. If an acquired company's financial or operating results were
misrepresented, the acquisition could have a material adverse effect on the
results of operations and financial condition of Workflow Management.

Risks Related to Acquisition Financing; Additional Dilution. Workflow
Management currently intends to finance its future acquisitions by using cash,
borrowed funds, shares of 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.

The Company has 150,000,000 authorized shares of Company Common Stock, a
portion of which could be available (subject to the rules and regulations of
federal and state securities laws, limitations under U.S. federal income tax
laws and the rules of the Nasdaq Stock Market) to finance acquisitions without
obtaining stockholder approval for such issuances. Existing stockholders may
suffer dilution if Workflow Management uses Company Common Stock as
consideration for future acquisitions. Moreover, the issuance of additional
shares of Company Common Stock may have a negative impact on earnings per share
and may negatively impact the market price of the Company Common Stock.

Material Amount of Goodwill. Approximately $92.7 million, or 27.9% of the
Company's total assets as of April 30, 2000, 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. The Company amortizes goodwill on a
straight line method over a period of 40 years with the amount amortized in a
particular period constituting a non-cash expense that reduces the Company's net
income. The Company will be required to 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 amortization or write down of goodwill could have a
material and adverse impact upon the market price of the Company Common Stock.

Potential Conflicts of Interest in the Distributions. The Company, U.S. Office
Products and the other Spin-Off Companies entered into the Distribution
Agreement, the Tax Allocation Agreement and the Employee Benefits Agreement, and
the Company and the other Spin-Off Companies entered into the Tax
Indemnification Agreement. These agreements provide, among other things, for
U.S. Office Products and the Company to indemnify each other from tax and other
liabilities relating to their respective businesses prior to and following the
Workflow Distribution.

14
<PAGE>

Certain indemnification obligations of the Company and the other Spin-Off
Companies to U.S. Office Products are joint and several. Therefore, if one of
the other Spin-Off Companies fails to satisfy its indemnification obligations to
U.S. Office Products when such a loss occurs, the Company may be required to
reimburse U.S. Office Products for all or a portion of the losses that otherwise
would have been allocated to such other Spin-Off Company. In addition, the
agreements allocate certain liabilities (including general corporate and
securities liabilities of U.S. Office Products not specifically related to the
specific business to be conducted by the Company, the other Spin-Off Companies
or U.S. Office Products) among the Company, U.S. Office Products and the other
Spin-Off Companies. Adverse developments involving U.S. Office Products or one
of the other Spin-Off Companies, or material disputes with U.S. Office Products
following the Distributions, could have a material adverse effect on the
Company.

The terms of the agreements that govern the relationship among the Company,
U.S. Office Products and the other Spin-Off Companies were established by U.S.
Office Products in consultation with the Company and the other Spin-Off
Companies prior to the Distributions and while the Company and the other Spin-
Off Companies were wholly-owned subsidiaries of U.S. Office Products. The terms
of these agreements, including the allocation of general corporate and
securities liabilities among U.S. Office Products, the Company and the other
Spin-Off Companies, may not be the same as they would have been if the
agreements were the result of arm's-length negotiations. Accordingly, there can
be no assurance that the terms and conditions of these agreements are not more
or less favorable to the Company than those that might have been obtained from
unaffiliated third parties.

Tax Matters. In connection with the Workflow Distribution, Wilmer, Cutler &
Pickering, legal counsel to U.S. Office Products, delivered an opinion to the
Company (the "Tax Opinion") stating that for U.S. federal income tax purposes
the Workflow Distribution qualified as a tax-free spin-off under Section 355 of
the Internal Revenue Code of 1986, as amended (the "Code"), and was not taxable
under Section 355(e) of the Code. The Tax Opinion is based on certain
assumptions and the accuracy as of the time of the Distributions of factual
representations made by U.S. Office Products, the Company, and the other Spin-
Off Companies and certain other information, data, documentation and other
materials as Wilmer, Cutler & Pickering deemed necessary.

The Tax Opinion represents Wilmer, Cutler & Pickering's best judgment of
how a court would rule. However, the opinion is not binding upon either the
Internal Revenue Service (the "IRS") or any court. A ruling was not sought from
the IRS with respect to the U.S. federal income tax consequences of the Workflow
Distribution. Accordingly, the IRS and/or a court could reach a conclusion that
differs from the conclusions in the Tax Opinion.

If the Workflow Distribution fails to qualify under Section 355 as a tax-
free spin-off, each holder of U.S. Office Products Common Stock on the record
date of the Distribution will be treated as having received a taxable corporate
distribution in an amount equal to the fair market value (on the Distribution
Date) of the Company Common Stock distributed to such holder of U.S. Office
Products Common Stock including fractional shares. In addition, U.S. Office
Products will recognize gain equal to the difference between the fair market
value of the Company Common Stock (on the Distribution Date) and U.S. Office
Products' adjusted tax basis in the Company Common Stock (on the Distribution
Date). If U.S. Office Products were to recognize gain on the Workflow
Distribution, such gain would likely be substantial.

If the Workflow Distribution is taxable under Section 355(e), but otherwise
satisfies the requirements for a tax-free spin-off, U.S. Office Products will
recognize gain equal to the difference between the fair market value of the
Company Common Stock (on the Distribution Date) and U.S. Office Products'
adjusted tax basis in the Company Common Stock (on the Distribution Date).
However, no gain or loss will be recognized by holders of U.S. Office Products
Common Stock (except with respect to cash received in lieu of fractional
shares). If U.S. Office Products were to recognize gain on the Workflow
Distribution, such gain would likely be substantial.

Potential Liability for Taxes Related to the Distributions. In connection with
the Distributions, the Company entered into the Tax Allocation Agreement, which
provides that the Company and the other Spin-Off Companies will jointly and
severally indemnify U.S. Office Products for any losses associated with taxes
related to the Distributions ("Distribution Taxes") if an action or omission (an
"Adverse Tax Act") of the Company or the other Spin-Off Companies materially
contributes to a final determination that any or all of the Distributions are
taxable. Workflow Management has also entered into the Tax Indemnification
Agreement with the other Spin-Off Companies under which the company that is
responsible for the Adverse Tax Act will indemnify the other companies for any
liability to indemnify U.S. Office Products under the Tax Allocation Agreement.
As a consequence, Workflow Management will be liable for any Distribution Taxes
resulting from any Adverse Tax Act by Workflow Management and liable (subject to
indemnification by the other Spin-Off Companies) for any Distribution Taxes
resulting from an Adverse Tax Act by the other Spin-Off Companies. If there is
a final determination that any or all of the Distributions are taxable and it is
determined that there has not been an Adverse Tax Act by either U.S. Office
Products, the Company or the other Spin-Off Companies, U.S. Office Products, the
Company and the other Spin-Off Companies will be liable for their pro rata
portion of the Distribution Taxes based on the value of each company's common
stock after the Distributions. As a result, the Company could become liable for
a pro rata portion of any Distribution Taxes with respect not only to the
Workflow Distribution, but also any of the other Distributions.

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<PAGE>

Risks Related to Allocation for Certain Liabilities. Under the Distribution
Agreement, Workflow Management is and became liable for (i) any liabilities
arising out of or in connection with the business conducted by it or its
subsidiaries, (ii) its liabilities under the Employee Benefits Agreement, Tax
Allocation Agreement and related agreements, (iii) $45.6 million of U.S. Office
Products' debt that was allocated to the Company, (iv) liabilities under the
securities laws relating to sections of the Information Statement/Prospectus
distributed to U.S. Office Products' shareholders in connection with the spin-
off, as well as other securities law liabilities related to Workflow
Management's business, that arise from information supplied to U.S. Office
Products (or that should have been supplied, but was not) by Workflow
Management, (v) U.S. Office Products' liabilities for earn-outs from
acquisitions in respect of Workflow Management and its subsidiaries and (vi)
certain transaction related costs associated with the distribution. Each of the
other Spin-Off Companies is similarly obligated to U.S. Office Products.
Workflow Management and the other Spin-Off Companies have also agreed to bear a
pro rata portion of (i) U.S. Office Products' liabilities under the securities
laws (other than claims relating solely to a specific spin-off company or
relating specifically to the continuing businesses of U.S. Office Products) and
(ii) U.S. Office Products' general corporate liabilities (other than debt,
except for that specifically allocated to the Company and the other Spin-Off
Companies) incurred prior to the Distributions (i.e., liabilities not related to
the conduct of a particular distributed or retained subsidiary's business) (the
"Shared Liabilities"). If the Company or one of the other Spin-Off Companies
defaults on an obligation owed to U.S. Office Products, the non-defaulting spin-
off companies will be obligated on a pro rata basis to pay such obligation
("Default Liability"). As a result of the Shared Liabilities and Default
Liability, Workflow Management could be obligated to U.S. Office Products in
respect of obligations and liabilities not related to its business or operations
and over which neither it nor its management has or has had any control or
responsibility. The aggregate of the Shared Liabilities and Default Liability
for which any spin-off company may be liable, however, is limited to $1.75
million.

Emerging Alternative Technologies. Electronic forms and electronic data
interchange technologies have recently been introduced. There can be no
assurance that such emerging technologies will not have a material adverse
effect on the Company or on the document industry. Over the last several years,
the document industry has undergone a transition as a result of the increased
usage of desk top publishing and laser printer technology, which has led to a
decreased demand for certain document products. The continuation of such
technological changes, or the development of other trends that decrease demand
for documents, could have a material adverse effect on the Company's business,
financial condition or results of operations.

Attraction and Retention of Personnel. The Company's operations depend on the
continued efforts of Thomas B. D'Agostino, Sr., its Chairman of the Board, its
other executive officers and the senior management of certain of its
subsidiaries. Furthermore, the Company's operations will likely depend on the
senior management of certain of the companies that may be acquired in the
future. If any of these people becomes unable to continue in his or her present
role, or if the Company is unable to attract and retain other skilled employees,
its business could be adversely affected. The Company does not have key man
life insurance covering any of its executive officers or other members of senior
management of its subsidiaries.

Dependence on Intellectual Property Rights; Risks of Infringement. The
Company's success and ability to compete depends in part upon its proprietary
technology, trademarks and copyrights. Workflow Management regards the software
underlying its iGetSmart, Imagenet and Informa systems as proprietary, and
relies primarily on trade secrets, copyright and trademark law to protect these
proprietary rights. The Company has registered some of its trademarks, and has
no patents issued nor applications pending. Existing trade secrets and
copyright laws afford the Company only limited protection. Unauthorized parties
may attempt to copy aspects of the Company's software or to obtain and use
information that Workflow Management regards as proprietary. Policing
unauthorized use of the Company's software is difficult. Workflow Management
generally enters into confidentiality and assignment agreements with its
employees and generally controls access to and distribution of its software,
documentation and other proprietary information. Despite these precautions, it
may be possible for a third party to copy or otherwise obtain and use the
Company's services or technology without authorization, or to develop similar
services or technology independently. Workflow Management is not aware that any
of its 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 Workflow Management in the future.
Any such claims, with or without merit, can be time consuming and expensive to
defend and may require the Company to enter into royalty or licensing agreements
or cease the alleged infringing activities.

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Effects of Changes in Demand for Documents; Cyclicality. Historically, the
Company's operating results have depended heavily on sales of documents. For
the fiscal years ended April 30, 2000 and April 24, 1999, sales of documents
accounted for approximately 30% and 39%, respectively, of the Company's net
sales. Workflow Management anticipates that document sales will continue to
account for a significant percentage of the Company's sales for the foreseeable
future. An important element of the Company's business strategy is to continue
its growth in document sales by continuing to acquire other document companies,
hiring experienced sales representatives, attracting new customers and
increasing sales to existing customers. The overall document industry has not
grown in the last few years, although demand for certain products, such as laser
forms, pressure-sensitive labels, form/label combinations and single-part cut-
sheet mailers has increased. Accordingly, for Workflow Management to continue
its growth in document sales, it must increase its market share and respond to
changes in demand in the overall document industry. No assurance can be given
that Workflow Management will be successful in increasing its market share or
responding to shifts in demand. The failure by the Company to do so could have
a material adverse effect on its business, financial condition or results of
operations.

In addition, the document industry historically has been affected by
general economic and industry cycles that have materially and adversely affected
distributors and manufacturers of documents. No assurance can be given as to the
effect of a continuation of, or change in, such business cycles on the Company's
business, financial condition or results of operations. The delay or inability
of Workflow Management to respond to changing economic cycles could have a
material adverse effect on the Company's business, financial condition or
results of operations. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Risks Associated with Canadian Operations. Workflow Management has significant
operations in Canada. Net sales from the Company's Canadian operations
accounted for approximately 27.0% and 32.2% of the Company's total net sales in
the fiscal years ended April 30, 2000 and April 24, 1999, 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.

Risks related to iGetSmart.com. As discussed previously in this Form 10-K, in
April 1999 the Company established a new operating division within the
Integrated Business Services division known as iGetSmart.com. See " - Company
Overview" above. During the fiscal year ended April 30, 2000, the Company's
management devoted significant time and resources to the development and
implementation of iGetSmart.com's business model. [See Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations]. The
Company expects that iGetSmart.com will continue to make significant
expenditures for sales and marketing, programming and development and general
administrative functions. The future prospects of iGetSmart.com are subject to
many of the risks encountered by technology based start up enterprises,
including the lack of widespread acceptance of the Internet as a means of
purchasing products, the ability to manage growth, establishing a recognized
brand name, protecting intellectual property rights and successfully maintaining
and operating necessary computer and network systems.

Alternative Delivery Media. Alternative delivery media may affect the demand
for envelopes. As the current trend towards usage of the Internet and other
electronic media by consumers for such purposes as paying utility and credit
card bills grows, Workflow Management expects the demand for envelopes for such
purposes to decline. Although management believes that overall demand for
envelopes, particularly the custom and specialty envelopes Workflow Management
focuses on, will continue to grow at rates comparable to recent historical
levels, competition from alternative media may reduce demand for envelopes, and
the Company's revenues from the sale of envelopes may decrease, which could
reduce the Company's earnings and cash flow.

Impact of Fluctuations in Paper Prices. Paper prices represent a substantial
portion of the cost of producing documents, envelopes and commercial printing
distributed and manufactured by the Company. Accordingly, prevailing paper
prices can have a significant impact on the Company's sales. The timing of
increases or decreases in paper prices and any subsequent change in prices
charged to the Company's customers could have a material adverse effect on the
Company's revenues and gross margins. Although Workflow Management has
generally been able to pass increases in paper costs on to its customers, for
competitive or other reasons, the Company cannot offer any assurance that it
will be able to pass all or a portion of any future paper price or other cost
increases on to its customers. If Workflow Management were unable to pass on
these costs, profit margins would decrease, which could reduce earnings and cash
flow. Moreover, an increase in the Company's prices for the products it
distributes, resulting from a pass-through of increased paper costs, could
reduce the volume of units sold by the Company and decrease the Company's
revenues.

Due to the significance of paper to most of the Company's products,
Workflow Management is 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. There can be no assurance that the
Company's document and envelope businesses would not be materially adversely

17
<PAGE>

affected if either Workflow Management or its vendors experienced difficulty in
obtaining adequate quantities of paper in the future. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."

18
<PAGE>

Unionized Workforce. Approximately 18% of the Company's employees in the United
States and approximately 5% of the Company's employees in Canada are covered by
collective bargaining agreements. There can be no assurance that strikes or
work stoppages will not occur in the future. Strikes or work stoppages and the
resultant adverse impact on the Company's relationship with its customers could
have a material adverse effect on the Company's business, financial condition or
results of operations. In addition, the Company's acquisition strategy could be
adversely affected because of its union status for a variety of reasons,
including without limitation, incompatibility with a target's existing unions
and reluctance of non-union targets to become affiliated with a union based
company.

Cost and Risks of Loss Relating to Environmental Regulation. The Company's
operations and real property are subject to the Environmental Laws. Workflow
Management utilizes certain hazardous materials, such as washes, inks, alcohol-
based products, fountain solution, photographic fixer and developer solutions,
machine and hydraulic oils and solvents. While management believes that the
Company's current operations are in substantial compliance with Environmental
Laws, there can be no assurance 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 materially
adversely affect the Company's business or operations in the future. See " -
Environmental Regulations" above.

Competition. Workflow Management competes for retail sales of printed products
against other independent distributors and against manufacturers' direct sales
organizations. In commercial printing, the Company also competes with
manufacturers' direct sales organizations, independent brokers, advertising
agencies and design firms. The principal competitive factors in the graphic
arts industry are price, quality, selection, services, production capacity,
delivery and customer support.

The Company also faces competition from alternative sources of
communication and information transfer such as facsimile machines, electronic
mail, the Internet and interactive video disks. These sources of communication
and advertising may adversely impact printed product sales in the future.
Furthermore, as the Company continues to expand its e-commerce iGetSmart system,
it competes with companies, primarily start-up ventures, focused solely on print
procurement electronic systems.

No Dividends. Workflow Management does not expect to pay cash dividends on
Company Common Stock in the foreseeable future. See "Item 5. Market for
Registrant's Common Equity and Related Stockholder Matters."

Consideration for Operating Companies Exceeds Asset Value. To date, the
purchase prices of the Company's acquisitions have not been established by
independent appraisals, but generally have been determined through arm's-length
negotiations between the Company's management and representatives of such
companies. The consideration paid for each such company has been based
primarily on the value of such company as a going concern and not on the value
of the acquired assets. Valuations of these companies determined solely by
appraisals of the acquired assets would have been less than the consideration
paid for the companies. No assurance can be given that the future performance
of such companies will be commensurate with the consideration paid. Workflow
Management does not expect to value future acquisitions on the basis of asset
appraisals. Therefore, this risk will apply to future acquisitions as well.

19
<PAGE>

Item 2. Properties

The following table sets forth certain information about the Company's
executive offices and its principal manufacturing, printing and distribution
facilities.

<TABLE>
<CAPTION>
Approximate Lease
Function and Location Square Footage Title Expiration
---------------------------------------- -------------- ------ ----------
<S> <C> <C> <C>
Executive Office:
Palm Beach, Florida............. 10,000 Leased 2009

Principal Manufacturing, Printing
and Distribution Facilities:
Mt. Pocono, Pennsylvania........ 201,500 Owned
Brampton, Ontario............... 174,500 Leased 2002
Springfield, Massachusetts...... 150,000 Leased 2004
Hoboken, New Jersey............. 130,000 Leased 2009
Granby, Quebec.................. 99,800 Owned
Edmonton, Alberta............... 81,300 Leased 2006
New York, New York.............. 80,000 Leased 2007
Conyers, Georgia................ 71,300 Leased 2009
Calgary, Alberta................ 65,100 Leased 2014
Santa Ana, California........... 63,000 Leased 2009
New York, New York.............. 60,000 Leased 2007
Long Island City, New York...... 60,000 Leased 2014
Mississauga, Ontario............ 60,000 Leased 2004
Norcross, Georgia............... 52,200 Leased 2000
Hazelwood, Missouri............. 51,200 Leased 2010
Manassas, Virginia.............. 50,100 Leased 2001
Calgary, Alberta................ 48,000 Leased 2004
Dorval, Quebec.................. 44,500 Owned
Brampton, Ontario............... 44,200 Leased 2001
South River, New Jersey......... 38,400 Leased 2001
West Columbia, South Carolina... 34,000 Leased 2000
Calgary, Alberta................ 30,400 Leased 2004
Regina, Saskatoon............... 28,300 Leased 2006
Norfolk, Virginia............... 25,000 Owned
Irvine, California.............. 24,000 Leased 2003
Norfolk, Virginia............... 22,500 Leased 2008
New York, New York.............. 22,000 Leased 2005
Itasca, Illinois................ 15,000 Leased 2003
Houston, Texas.................. 7,000 Leased 2000
</TABLE>

In addition to those facilities identified above, Workflow Management
leases other offices, warehouses, manufacturing facilities and distribution
centers across the United States and Canada.

Workflow Management believes that its properties are adequate to support
its operations for the foreseeable future. It is anticipated that the majority
of the space coming up for lease maturity in 2000 will be renewed. However, in
some instances, consolidation of properties will occur.

20
<PAGE>

Item 3. Legal Proceedings

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.

Item 4. Submission of Matters to a Vote of Security Holders

None.

21
<PAGE>

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

On June 10, 1998, the shares of the Company's Common Stock began trading on
the Nasdaq National Market ("Nasdaq") under the symbol "WORK." Prior to June
10, 1998, there was no public market for the Common Stock. 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, 2000 and April 24, 1999:

Fiscal 2000 Fiscal 1999
-------------------- --------------------
High Low High Low
----------- ------- ----------- -------
First Quarter $16.688 $ 8.750 $11.000 $6.125
Second Quarter 15.125 11.000 7.125 4.625
Third Quarter 32.000 11.375 7.875 5.000
Fourth Quarter 29.688 13.750 11.688 6.250

On July 17, 2000, the Company had approximately 3,298 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.

Item 6. Selected Financial Data

The historical Statement of Income Data for the fiscal years ended April
30, 2000, April 24, 1999 and April 25, 1998 ("Fiscal 2000", "Fiscal 1999" and
"Fiscal 1998", respectively) and the Balance Sheet Data at April 30, 2000 and
April 24, 1999 have been derived from Workflow Management's consolidated
financial statements that have been audited and are included elsewhere in this
Form 10-K. The historical Statement of Income Data for the fiscal year ended
April 26, 1997 ("Fiscal 1997"), the four months ended April 30, 1996 and the
year ended December 31, 1995 and the Balance Sheet Data at April 25, 1998 and
April 26, 1997 have been derived from audited consolidated financial statements
not included elsewhere in this Form 10-K. The Balance Sheet Data at April 30,
1996 and December 31, 1995 have been derived from unaudited consolidated
financial statements which are 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 2000, Fiscal 1999, Fiscal 1998
and Fiscal 1997 were comprised of 372, 364, 364 and 361 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."

22
<PAGE>

SELECTED FINANCIAL DATA (1)
(In thousands, except per share data)

Four Months
Fiscal Year Ended Ended (2) Year Ended (2)
------------------------------------------------- ------------- ---------------
April 30, April 24, April 25, April 26, April 30, December 31,
2000 1999 1998 1997 1996 1995 (3)
---------- ---------- ---------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Statement of Income Data:
Revenues............................... $ 547,061 $390,952 $353,351 $327,381 $ 114,099 $ 309,426
Cost of revenues....................... 387,184 278,836 260,299 236,340 82,998 234,959
---------- ---------- ---------- --------- ------------- ---------------
Gross profit.................. 159,877 112,116 93,052 91,041 31,101 74,467

Selling, general and administrative
expenses............................. 119,028 86,298 73,492 70,745 22,441 61,938
Amortization expense................... 2,164 779 309 204 44 74
Restructuring costs.................... 1,467 872
Strategic restructuring plan costs..... 3,818 1,750
Non-recurring acquisition costs........ 5,006
---------- ---------- ---------- --------- ------------- ---------------
Operating income.............. 37,218 21,221 16,629 15,086 8,616 12,455

Other (income) expense:
Interest expense.................... 10,912 5,106 2,210 4,561 1,676 5,370
Interest income..................... (371) (171) (274) (25) (18)
Gain on sale of securities.......... (15,826)
Loss on sale of subsidiary.......... 318
Other............................... (167) (167) (258) 632 (151) 62
---------- ---------- ---------- --------- ------------- ---------------
Income before provision for (benefit
from) income taxes and
extraordinary items.................. 42,352 16,453 14,951 9,918 7,109 7,023
Provision for (benefit from) income
taxes (4)............................ 17,788 7,364 6,743 3,690 1,351 (33)
---------- ---------- ---------- --------- ------------- ---------------
Income before extraordinary items...... 24,564 9,089 8,208 6,228 5,758 7,056
Extraordinary items--losses on
early terminations of credit
facilities, net of income taxes (5).. 1,413 798 700
---------- ---------- ---------- --------- ------------- ---------------
Net income............................. $ 23,151 $ 9,089 $ 8,208 $ 5,430 $ 5,758 $ 6,356
========== ========== ========== ========= ============= ===============

Net income per share:
Basic:
Income before extraordinary
items......................... $ 1.93 $ 0.65 $ 0.51 $ 0.52 $ 0.56 $ 0.90
Extraordinary items.............. 0.11 0.07 0.09
---------- ---------- ---------- --------- ------------- ---------------
Net income....................... $ 1.82 $ 0.65 $ 0.51 $ 0.45 $ 0.56 $ 0.81
========== ========== ========== ========= ============= ===============
Diluted:
Income before extraordinary
items......................... $ 1.76 $ 0.64 $ 0.50 $ 0.51 $ 0.55 $ 0.88
Extraordinary items.............. 0.10 0.07 0.09
---------- ---------- ---------- --------- ------------- ---------------
Net income....................... $ 1.66 $ 0.64 $ 0.50 $ 0.44 $ 0.55 $ 0.79
========== ========== ========== ========= ============= ===============

Weighted average shares outstanding:
Basic............................... 12,695 14,077 15,941 12,003 10,333 7,875
Diluted............................. 13,910 14,139 16,257 12,235 10,547 8,003

<CAPTION>
April 30, April 24, April 25, April 26, April 30, December 31,
2000 1999 1998 1997 1996 (2) 1995 (2)
-------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:

Working capital........................ $ 69,972 $ 65,224 $ 34,993 $ 16,910 $ 23,378 $ 20,127
Total assets........................... 331,712 236,614 148,046 125,108 117,949 120,630
Short-term debt payable to U.S.
Office Products...................... 13,536 23,622
Long-term debt, less current portion... 144,874 111,359 7,065 6,034 28,108 28,812
Long-term debt payable to U.S.
Office Products...................... 19,221 561
</TABLE>

23
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Stockholders' equity................... 89,922 63,225 59,491 47,780 29,120 24,719
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
Four Months
Fiscal Year Ended Ended (2) Year Ended (2)
---------------------------------------------- ---------- --------------
April 30, April 24, April 25, April 26, April 30, December 31,
2000 1999 1998 1997 1996 1995(3)
--------- --------- --------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Statement of Cash Flows Data:

EBITDA (6)................................. $ 63,336 $ 28,421 $ 23,609 $ 20,436 $11,985 $ 17,187
Adjusted EBITDA (7)........................ 49,295 32,239 26,231 25,442 11,985 17,187
Net cash provided by operating activities.. 4,102 25,283 4,506 19,679 11,118 11,112
Net cash used in investing activities...... (34,706) (73,702) (17,963) (14,090) (4,423) (42,387)
Net cash provided by (used in) financing
activities................................ 32,813 48,874 11,514 (4,716) (7,083) 31,436
Net increase (decrease) in cash and cash
equivalents............................... 2,244 373 (1,934) 844 (388) 549
</TABLE>

(1) The historical financial information of Fiscal 1997 business combinations
accounted for under the pooling-of-interests method (the "Pooled
Companies") has been combined on a historical cost basis in accordance with
generally accepted accounting principles ("GAAP") to present this financial
data as if the Pooled Companies had always been members of the same
operating group. The financial information of the Purchased Companies (as
defined in Item 7. below) is included from the dates of their respective
acquisitions. See Note 4 of the Company's Notes to Consolidated Financial
Statements for a description of the number and accounting treatment of the
acquisitions by the Company.

(2) Prior to their respective dates of acquisition by U.S. Office Products, the
Pooled Companies reported results on years ending on December 31. Upon
acquisition by U.S. Office Products and effective for Fiscal 1997, the
Pooled Companies changed their year-ends from December 31 to conform to
U.S. Office Products' fiscal year, which ended on the last Saturday in
April. A four month fiscal transition period from January 1, 1996 through
April 30, 1996 has been presented for the Company to conform its fiscal
year-end.

(3) The results for the year ended December 31, 1995 include the results of
Data Business Forms Limited, one of the Pooled Companies, from its date of
incorporation on February 8, 1995.

(4) Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no
federal income tax expense prior to their acquisitions by the Company.

(5) The extraordinary items for Fiscal 2000, Fiscal 1997 and the year ended
December 1995 represent the losses associated with the early terminations
of credit facilities, net of the related income tax benefits.

(6) Earnings before interest, taxes, depreciation and amortization ("EBITDA")
is defined as income before extraordinary items plus the following: a)
provision for income taxes, b) net interest expense, c) depreciation and d)
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.

(7) "Adjusted EBITDA" reflects EBITDA adjusted to exclude the effect of the
realized gain on the sale of securities and the loss on the sale of a
subsidiary of $15,826 and $318, respectively in Fiscal 2000, and the
restructuring costs, strategic restructuring plan costs and non-recurring
acquisition costs the Company expensed of $1,467, $3,818, $2,622 and $5,006
in Fiscal 2000, Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively.
Adjusted EBITDA is included in this Form 10-K because it is a basis upon
which the Company assesses its financial performance.

25
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview. Workflow Management's consolidated financial statements include
the results of twenty companies acquired in business combinations accounted for
under the purchase method since the beginning of Fiscal 1998, each from its
respective acquisition date (the "Purchased Companies"). Prior to Fiscal 2000,
the Company's fiscal year-end was defined as ending on the last Saturday in
April. 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 2000 was comprised of
372 days as compared to Fiscal 1999 and Fiscal 1998 which were comprised of 364
days each, respectively.

Results of Operations

The following table sets forth various items as a percentage of revenues
for Fiscal 2000, Fiscal 1999 and Fiscal 1998:

Fiscal Year Ended
------------------------------------
April 30, April 24, April 25,
2000 1999 1998
---------- --------- ---------
<S> <C> <C> <C>
Revenues.......................................................... 100.0% 100.0% 100.0%
Cost of revenues.................................................. 70.8 71.3 73.7
---------- --------- ---------
Gross profit................................................... 29.2 28.7 26.3

Selling, general and administrative expenses...................... 21.8 22.1 20.8
Amortization expenses............................................. 0.4 0.2 0.1
Restructuring costs............................................... 0.2 0.2
Strategic restructuring plan costs................................ 1.0 0.5
---------- --------- ---------
Operating income............................................... 6.8 5.4 4.7

Other (income) expense:
Interest expense, net............................................ 1.9 1.3 0.6
Gain on sale of securities....................................... (2.9)
Loss on sale of subsidiary....................................... 0.1
Other............................................................ 0.0 (0.1) (0.1)
---------- --------- ---------
Income before provision for income taxes and extraordinary items.. 7.7 4.2 4.2
Provision for income taxes........................................ 3.2 1.9 1.9
---------- --------- ---------
Income before extraordinary item.................................. 4.5 2.3 2.3
Extraordinary item--loss on early termination of credit
facility, net of income taxes................................... 0.3
---------- --------- ---------
Net income........................................................ 4.2% 2.3% 2.3%
========== ========= =========
</TABLE>

Consolidated Results of Operations

Fiscal Year Ended April 30, 2000 Compared to Fiscal Year Ended April 24,
1999

Consolidated revenues increased 39.9%, from $391.0 million for Fiscal 1999,
to $547.1 million for Fiscal 2000. This increase was primarily due to the
Purchased Companies and internal growth in the Company's Integrated Business
Services Division through increased sales to existing customers. Revenues for
Fiscal 2000 and Fiscal 1999 include revenues from six companies and twelve
companies, respectively, acquired in business combinations accounted for under
the purchase method after the beginning of Fiscal 1999 for the period subsequent
to their respective dates of acquisition.

International revenues increased 17.6%, from $125.8 million, or 32.2% of
consolidated revenues, for Fiscal 1999, to $147.9 million, or 27.0% of
consolidated revenues, for Fiscal 2000. International revenues consisted
exclusively of revenues generated in Canada. This increase was primarily due to
a business combination accounted for under the purchase method that was
consummated in the fourth quarter of Fiscal 1999.

26
<PAGE>

Gross profit increased 42.6%, from $112.1 million, or 28.7% of revenues,
for Fiscal 1999, to $159.9 million, or 29.2% of revenues, for Fiscal 2000. The
increase in gross profit was primarily due to the Purchased Companies and the
internal growth in the Company's Integrated Business Services Division. The
increase in gross profit as a percentage of revenues was due to the Purchased
Companies generating gross profit at a higher percentage of revenues than was
historically recognized by the Company.

Selling, general and administrative expenses increased 37.9%, from $86.3
million, or 22.1% of revenues, for Fiscal 1999, to $119.0 million, or 21.8% of
revenues, for Fiscal 2000. The increase in selling, general and administrative
expenses was primarily due to the Purchased Companies and the additional
overhead that was incurred in establishing the Company's iGetSmart.com division
during Fiscal 2000. The decrease in selling, general and administrative
expenses as a percentage of revenues during Fiscal 2000 was primarily due to the
cost savings associated with the consolidation and integration of the Purchased
Companies. In addition, the Company benefited from savings related to the
implementation of its company wide benefit and insurance programs.

Amortization expense increased 177.8% from $779,000 for Fiscal 1999, to
$2.2 million for Fiscal 2000. This increase was exclusively due to the
increased number of acquisitions accounted for under the purchase method that
were included in the Company's results for Fiscal 2000 versus Fiscal 1999.

The Company incurred expenses of approximately $1.5 million during Fiscal
2000 associated with its restructuring plan for its Canadian subsidiary. The
restructuring plan was implemented to consolidate the backroom functions into a
more centralized operation and to close of one of its manufacturing facilities.
The majority of this restructuring cost was related to the severance agreements
for the employees affected under the restructuring plan. In total, 39 employees
will be terminated under the plan.

Interest expense, net of interest income, increased 113.6%, from $4.9
million for Fiscal 1999, to $10.5 million for Fiscal 2000. This increase in net
interest expense was primarily due to the increased level of debt outstanding
throughout Fiscal 2000 as a result of the additional borrowings associated with
the acquisition of the Purchased Companies. In addition, the Company's overall
effective rate of borrowing increased approximately 146 basis points from Fiscal
1999 due to the increase in overall market rates.

The Company purchased 300,000 shares of PurchasePro.com, Inc. common stock
in one transaction for $2.4 million during Fiscal 2000. The Company sold its
entire position in the securities during Fiscal 2000 and recorded a gain on the
sale of securities of $15.8 million. All share amounts of the investment in
common stock have been adjusted to reflect the three for two stock dividend
received by the Company subsequent to its investment.

The loss on the sale of subsidiary in Fiscal 2000 resulted from the
Company's sale of all the outstanding capital stock of Hano Document Printers,
Inc. ("Hano") for $3.8 million and recognition of a pre-tax loss on the sale of
$318. Sale proceeds consisted of a $1.3 million 8% note due on November 30,
1999 ("Short Term Note") and a $2.5 million 8% notes payable in interest only
installments until October 1, 2002 when principal and interest payments will be
made until the maturity date of September 1, 2009. The purchaser of Hano's
capital stock paid off the Short Term Note in full on November 30, 1999. The
remaining note is collateralized by all of the assets of Hano and is subject to
a limited guarantee with a third party up to a maximum of $2.0 million. The
Company also entered into an agreement with Hano to sublease building space from
Hano for $23,000 per month through December 2004. The limited guarantee is
solely enforceable through foreclosure on a warehouse, which the Company sold to
the third party guarantor concurrent with the Hano sale. Sale proceeds from the
warehouse sale consisted of a $900,000 7.5% note payable in interest only
installments until September 24, 2005 when principal and interest payments will
be made until the maturity date of August 31, 2009. The note is collateralized
by a first mortgage on the warehouse. The Company entered into a lease for the
warehouse for $10,000 per month through August 2004, then increasing to $15,000
per month through August 2009.

Other income was $167,000 in both Fiscal 1999 to Fiscal 2000, respectively.
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 141.6% from $7.4 million for Fiscal
1999 to $17.8 million for Fiscal 2000, reflecting effective income tax rates of
44.8% and 42.0%, respectively. The decrease in the effective income tax rates
from Fiscal 1999 to Fiscal 2000 was primarily a result of the Company's
effective tax rate of 40.0% on the $15.8 million gain on the sale of securities
during Fiscal 2000. 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
1999 and Fiscal 2000 were increased to reflect the incurrence of non-deductible
goodwill amortization expense resulting from the acquisitions of certain of the
Purchased Companies.

27
<PAGE>

Fiscal Year Ended April 24, 1999 Compared to Fiscal Year Ended April 25,
1998

Consolidated revenues increased 10.6%, from $353.4 million for Fiscal 1998,
to $391.0 million for Fiscal 1999. This increase was primarily due to
acquisitions and internal growth in the Company's Integrated Business Services
Division through increased sales to existing customers. Revenues for Fiscal
1999 include revenues from twelve companies acquired in business combinations
accounted for under the purchase method after the beginning of Fiscal 1999 (the
"Fiscal 1999 Purchased Companies") for the period subsequent to their respective
dates of acquisition.

International revenues decreased 1.6%, from $127.9 million, or 36.2% of
consolidated revenues, for Fiscal 1998, to $125.8 million, or 32.2% of
consolidated revenues, for Fiscal 1999. International revenues consisted
exclusively of revenues generated in Canada. This decrease was entirely due to
a decline in the Canadian exchange rate during Fiscal 1999. International
revenues, when stated in the local currency, increased $10.0 million (Canadian)
or 5.6% for Fiscal 1999 when compared to Fiscal 1998.

Gross profit increased 20.5%, from $93.1 million, or 26.3% of revenues, for
Fiscal 1998, to $112.1 million, or 28.7% of revenues, for Fiscal 1999. The
increase in gross profit was primarily due to the inclusion of the Fiscal 1999
Purchased Companies in the consolidated results of the Company and the
additional gross profit generated from new customer accounts for envelopes and
documents. The increase in gross profit as a percentage of revenues was due to
the Fiscal 1999 Purchased Companies generating gross profit at a higher
percentage of revenues than was historically recognized by the Company and
increased gross profit percentages on commercial printing, envelope revenues and
forms distribution.

Selling, general and administrative expenses increased 17.4%, from $73.5
million, or 20.8% of revenues, for Fiscal 1998, to $86.3 million, or 22.1% of
revenues, for Fiscal 1999. The increase in selling, general and administrative
expenses was primarily due to the Fiscal 1999 Purchased Companies and the
additional corporate overhead that was incurred during Fiscal 1999 as a result
of the Company operating as a stand-alone public entity following its spin-off
from U.S. Office Products. This increase was partially offset by the benefits
resulting from significant headcount reductions and cost saving measures
employed by the Company during the end of Fiscal 1998. The increase in selling,
general and administrative expenses as a percentage of revenues during Fiscal
1999 was primarily due to the additional corporate overhead incurred during the
period.

Amortization expense increased 152.1% from $309,000 for Fiscal 1998, to
$779,000 for Fiscal 1999. This increase was exclusively due to the increased
number of acquisitions accounted for under the purchase method that were
included in the Company's results for Fiscal 1999 versus Fiscal 1998.

The Company incurred expenses of approximately $3.8 million during Fiscal
1999 associated with U.S. Office Products' Strategic Restructuring Plan. Under
GAAP, the Company was required to record a one-time, non-cash expense of
approximately $3.0 million with a corresponding contribution to capital relating
to the tender of stock options by Workflow Management employees in U.S. Office
Products' equity tender offer at the Distribution Date. As a result of the
Distribution, the Company also incurred an additional $750,000 in transaction
costs during Fiscal 1999 relating to the Strategic Restructuring Plan for legal,
accounting and financial advisory services and various other fees.

Interest expense, net of interest income, increased 154.9%, from $1.9
million for Fiscal 1998, to $4.9 million for Fiscal 1999. This increase in net
interest expense was due to the increased level of debt outstanding during
Fiscal 1999 as a result of the Company securing a revolving credit facility
which was used in part to pay off the Company's debt to U.S. Office Products at
the Distribution Date and for subsequent borrowings for acquisition purposes.

Other income decreased 35.3% from $258,000 for Fiscal 1998, to $167,000 for
Fiscal 1999. 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 from $6.7 million for Fiscal 1998 to
$7.4 million for Fiscal 1999, reflecting effective income tax rates of 45.1% and
44.8%, respectively. During both periods, the effective income tax rates
reflect the recording of tax provisions at the federal statutory rate, plus
appropriate state and local taxes. In addition, the effective tax rates for
both Fiscal 1998 and Fiscal 1999 were increased to reflect the incurrence of
non-deductible goodwill amortization expense resulting from the acquisitions of
certain of the Purchased Companies.

28
<PAGE>

Liquidity and Capital Resources

At April 30, 2000, the Company had cash of $2.9 million and working capital
of $70.0 million. The Company's capitalization, defined as the sum of long-term
debt and stockholders' equity, at April 30, 2000 was approximately $234.8
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 April 30, 2000 primarily
represented customer collections and in-transit cash sweeps from the Company's
subsidiaries at the end of the fiscal year.

Workflow Management's anticipated capital expenditures budget for the next
twelve months is approximately $15.0 million for new equipment and maintenance.

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 the credit facility.

During Fiscal 1999, net cash provided by operating activities was $25.3
million. Net cash used in investing activities was $73.7 million, including
$70.1 million used for acquisitions, $7.7 million used for capital expenditures,
which were all partially offset by the collection of $3.7 million in notes
receivable from employees. Net cash provided by financing activities was $48.9
million, which included $96.8 million in net borrowings by the Company and a
$6.3 million capital contribution by U.S. Office Products which were partially
offset by $36.1 million of cash paid to U.S. Office Products under its Strategic
Restructuring Plan, $12.6 million paid to retire the Company's common stock and
$3.5 million paid in deferred financing costs.

During Fiscal 1998, net cash provided by operating activities was $4.5
million. Net cash used in investing activities was $18.0 million, including
$12.8 million of net cash paid in acquisitions, $4.4 million of capital
expenditures and the payment of non-recurring acquisition costs of $906,000. Net
cash provided by financing activities totaled $11.5 million, consisting
primarily of $8.6 million in advances from U.S. Office Products and a $2.5
million capital contribution by U.S. Office Products.

Workflow Management has significant operations in Canada. Net sales from
the Company's Canadian operations accounted for approximately 27.0% of the
Company's total net sales in Fiscal 2000. As a result, Workflow Management is
subject to certain risks inherent in conducting business internationally,
including fluctuations in currency exchange rates.

The Distribution Agreement with U.S. Office Products called for an
allocation of $45.6 million of debt by U.S. Office Products resulting in the
forgiveness of $6.3 million and $2.5 million of debt during Fiscal 1999 and
Fiscal 1998, respectively, which is reflected in the Company's financial
statements as a contribution of capital by U.S. Office Products.

During Fiscal 2000, the Company replaced its $200.0 million credit facility
with Deutsche Bank and entered into a secured $250.0 million revolving credit
facility (the "Credit Facility") underwritten and agented by Fleet Bank. The
Credit Facility is composed of a $200.0 million revolver, including a $50.0
million sublimit for Canadian borrowings, and a $50.0 million amortizing term
note. The Credit Facility matures on March 10, 2004 and is secured by
substantially all assets of the Company and is subject to terms and conditions
typical of a credit facility of such type and size, including certain financial
covenants, which include a total debt to proforma EBITDA maximum of 4.0 to 1.0.
Interest rate options are available to the Company conditioned on certain
leverage tests. The maximum rate of interest is the prime rate from time to
time in effect. The Credit Facility is also available to fund the cash portion
of future acquisitions, subject to the maintenance of bank covenants and total
availability under the facility. At July 17, 2000, the Company had
approximately $133.5 million outstanding under the Credit Facility, at an annual
interest rate of approximately 9.30%, and $116.5 million available under the
Credit Facility for acquisitions and working capital purposes.

29
<PAGE>

During Fiscal 1999, the Company issued $4.1 million in subordinated
unsecured notes including attached warrants with a value of $0.8 million at the
time of the debt issuance (the "Subordinated Notes") to certain members of the
Company's management for $4.9 million. The proceeds from the Subordinated Notes
were used to repurchase the Company's Common Stock. The Subordinated Notes
mature on January 18, 2009, and have a stated coupon of 12% payable semi-
annually in arrears. The attached warrants are exercisable into shares of
Company Common Stock at a nominal cost and will be issued on each anniversary of
the purchase of the Subordinated Notes at an amount sufficient to provide a 15%
total annual return to each holder. The indebtedness evidenced by the
Subordinated Notes is subordinate to all amounts outstanding under the Credit
Facility. In addition to payment and other customary default provisions, the
Company would be in default under the terms of the Subordinated Notes if more
than $5.0 million of the Company's debt under the Credit Facility was
accelerated. Any such acceleration could occur if the Company defaulted under
the terms of the Credit Facility. Based upon the structure provided and the
analysis performed by an independent lending institution, which acted as the
financial advisor to the Company, Workflow Management believes that the terms
and conditions of the Subordinated Notes were no less favorable than the terms
and conditions that would have been available in an arm's-length transaction
with unaffiliated third parties. During Fiscal 2000, warrants to purchase 5,441
shares of the Company's Common Stock for an exercise price of $0.01, per share,
were issued to the Subordinated Note noteholders.

During Fiscal 2000, the Company entered into an interest rate collar
agreement with Bank of America (the "Collar") at no cost to the Company whereby
the Company established a LIBOR floor of 5.5% and a LIBOR cap of 6.74% on $25.0
million of its variable interest rate Credit Facility debt. The Collar became
effective on October 13, 1999 and will terminate on October 13, 2000. The
Company has no other interest rate collars, futures, forward, swap or option
contracts.

Under the terms of the Distribution Agreement entered into between the
Company and U.S. Office Products in connection with the Strategic Restructuring
Plan, 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 Distribution, 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 in connection with the Strategic
Restructuring Plan.

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 Strategic Restructuring Plan. 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) are likely 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.

The Company anticipates that its current cash on hand, cash flow from
operations and additional financing available under the Credit Facility will be
sufficient to meet the Company's liquidity requirements for its operations and
acquisition purposes for the next twelve months. The Company expects that
additional financing under the Credit Facility will be sufficient to meet its
long-term liquidity requirements for operations. However, the Company intends
to pursue acquisitions in the next twelve months and thereafter which are
expected to be funded through cash, stock or a combination thereof. The Company
may have to seek additional funding for its long-term liquidity from the
issuance of additional bank debt, the issuance of public debt or the issuance of
additional common stock in the public markets. There can be no assurance that
additional sources of financing will not be required during the next twelve
months or thereafter.

30
<PAGE>

Fluctuations in Quarterly Results of Operations

Workflow Management's envelope and commercial print businesses are subject
to seasonal influences. Both the Company's Integrated Business Services
Division and its Fulfillment Division are subject to seasonal influences of the
potential lower demand for consumable office products during the summer months
which coincide with Workflow Management's fiscal quarters ending in July. As
Workflow Management continues to complete acquisitions, it may become subject to
other seasonal influences if the businesses it acquires are seasonal. Quarterly
results also may be materially affected by the timing of acquisitions, the
timing and magnitude of costs related to such acquisitions, variations in the
prices paid by the Company for the products it sells, the mix of products sold
and general economic conditions. Moreover, the operating margins of companies
acquired may differ substantially from those of Workflow Management, which could
contribute to further fluctuation in its quarterly operating results.
Therefore, results for any quarter are not necessarily indicative of the results
that Workflow Management may achieve for any subsequent fiscal quarter or for a
full fiscal year.

The following tables set forth certain unaudited quarterly financial data
for Fiscal 2000 and Fiscal 1999 (in thousands, except per share amounts). 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.
The results for Fiscal 2000 include gains on the sale of securities of $2,971,
$4,156 and $8,699 recorded in the second, third and fourth quarter,
respectively.

<TABLE>
<CAPTION>
Fiscal 2000 Quarters
----------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C>
Revenues.............................. $118,462 $131,760 $138,478 $158,361 $547,061
Gross profit.......................... 34,865 38,430 40,078 46,504 159,877
Operating income...................... 8,195 9,683 9,920 9,420 37,218
Income before extraordinary item...... 3,437 5,721 6,868 8,538 24,564
Extraordinary item.................... 1,413 1,413
Net Income............................ 3,437 5,721 6,868 7,125 23,151

Net income per share:
Basic:
Income before extraordinary item.... $ 0.27 $ 0.45 $ 0.54 $ 0.66 $ 1.93
Extraordinary Item.................. 0.11 0.11
Net Income.......................... 0.27 0.45 0.54 0.55 1.82
Diluted:
Income before extraordinary item.... $ 0.26 $ 0.43 $ 0.48 $ 0.60 $ 1.76
Extraordinary item.................. 0.10 0.10
Net Income.......................... 0.26 0.43 0.48 0.50 1.66

Weighted average shares outstanding:
Basic............................... 12,603 12,622 12,708 12,847 12,695
Diluted............................. 13,462 13,443 14,410 14,324 13,910

<CAPTION>
Fiscal 1999 Quarters
------------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C>
Revenues.............................. $ 90,485 $ 90,100 $ 95,542 $114,825 $390,952
Gross profit.......................... 24,537 25,127 28,003 34,449 112,116
Operating income...................... 1,517 5,519 6,427 7,758 21,221
Net income............................ 208 2,712 2,941 3,228 9,089

Net income per share:
Basic............................... $ 0.01 $ 0.19 $ 0.23 $ 0.26 $ 0.65
Diluted............................. 0.01 0.19 0.23 0.26 0.64

Weighted average shares outstanding:
Basic............................... 16,265 14,396 13,065 12,581 14,077
Diluted............................. 16,475 14,396 13,069 12,616 14,139
</TABLE>

31
<PAGE>

Inflation

The Company does not believe that inflation had a material impact on its
results of operations during Fiscal 2000, Fiscal 1999 or Fiscal 1998.

New Accounting Pronouncements

Accounting for Derivative Instruments and Hedging Activities. In June
1998, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS No. 137, which delays
the adoption date of SFAS 133 and was issued in July 1999, requires adoption of
SFAS 133 for annual periods beginning after June 15, 2000. SFAS 133 establishes
standards for recognition and measurement of derivatives and hedging activities.
The Company will implement this statement in fiscal year 2002 as required. The
adoption of SFAS 133 is not expected to have a material effect on the Company's
financial position or results of operations.

Financial Accounting Standards Board Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation, an Interpretation of
Accounting Principles Board Opinion No. 25. Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees" ("Opinion 25"), was
issued in October 1972. Since its issuance, questions have been raised about
its application and diversity in practice has developed. During its
consideration of the accounting for stock-based compensation (which culminated
in the issuance of SFAS No. 123, "Accounting for Stock-Based Compensation"), the
board decided not to address practice issues related to Opinion 25 because the
board had planned to supersede Opinion 25 in its entirety. However, SFAS No.
123 permits an entity to continue applying Opinion 25 to stock-based
compensation involving employees. Consequently, questions remain about the
proper application of Opinion 25 in a number of different circumstances. The
interpretation clarifies APB Opinion No. 25 for only certain issues, some of
which include the definition of an employee, determination of when a stock-based
compensation plan is compensatory, and accounting consequences of various
modifications to the terms of previously issued fixed option awards (extension
of terms). A non-employee member of an entity's board of directors does not
meet the definition of an employee under this interpretation. However, an
exception is made to require the application of Opinion 25 to stock compensation
granted to a non-employee member of the grantor's board of directors for
services provided as a director if the non-employee director (a) was elected by
the grantor's shareholders or (b) was appointed to a board position that will be
filled by shareholder election when the existing term expires. Opinion 25 does
not apply to awards granted to individuals for advisory or consulting services
in a non-elected capacity or to non-employee directors for services outside
their role as a director, such as legal advice, investment banking advice, or
loan guarantees. The implementation date is July 1, 2000, however, the
accounting must be applied prospectively to certain transactions consummated
after December 15, 1998. The Company believes that the interpretation will not
have a material effect on the Company's financial position or results of
operations.

Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition. SAB No.
101 summarizes the Securities and Exchange Commission's views on applying
generally accepted accounting principles to revenue recognition in financial
statements. Significant views addressed relate to shipping terms, customer
acceptance and bundled service contracts. Implementation is effective for the
first quarter of fiscal year 2001. The Company believes that SAB No. 101 will
not have a material effect on the Company's financial position or results of
operations.

Year 2000 Issue

Many existing computer programs were designed and developed without
considering the impact of the change in the century and consequently used only
two digits to identify a year in the date field. If not corrected, many
computer applications could have failed or created erroneous results by or at
the year 2000 (the "Year 2000 Issue" or "Year 2000"). The Company created an
internal task force to identify, assess and remediate potential Year 2000
computer problems (the "Year 2000 Project").

Prior to January 1, 2000, the Company completed its testing and remediation
of both information technology (IT) and non-IT systems that required attention
and resources to be Year 2000 compliant. As a result of the Year 2000 Project
efforts, the Company experienced no significant disruptions in operations and
believes all of its systems successfully responded to the Year 2000 Issue.
However, although the change in date has occurred, it is not possible to
conclude that all aspects of the Year 2000 Issue that may affect the Company,
including those relating to third parties with whom the Company has material
business relations, have been resolved. The Company has a contingency plan in
place to mitigate the potential effects, if any, that may arise. The Company
incurred approximately $6.0 million of incremental expenses in connection with
the Year 2000 Issue.

32
<PAGE>

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 are primarily dependent upon LIBOR rates. The estimated fair value
of long-term debt approximates its carrying value at April 30, 2000.

The Company does not hold or issue derivative financial instruments for
trading purposes. To manage interest rate risk on the variable rate borrowings
under the Company's revolving credit portion of its debt, the Company entered
into an interest rate swap on October 13, 1999. This interest rate swap has the
effect of locking in, for a specified period, the base interest rate the Company
will pay on the $25.0 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.

33
<PAGE>

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Page
----
<S> <C>
Consolidated Financial Statements

Report of Independent Accountants............................................................ F-1
Consolidated Balance Sheet at April 30, 2000 and April 24, 1999.............................. F-2
Consolidated Statement of Income for the fiscal years ended April 30, 2000, April 24, 1999
and April 25, 1998......................................................................... F-3
Consolidated Statement of Stockholders' Equity for the fiscal years ended April 30, 2000,
April 24, 1999 and April 25, 1998.......................................................... F-4
Consolidated Statement of Cash Flows for the fiscal years ended April 30, 2000,
April 24, 1999 and April 25, 1998.......................................................... F-5
Notes to Consolidated Financial Statements................................................... F-7

Financial Statement Schedule

Schedule for the fiscal years ended April 30, 2000, April 24, 1999 and April 25,1998:
Schedule II - Valuation and Qualifying Accounts and Reserves........................... F-30
</TABLE>

34
<PAGE>

Report of Independent Accountants

To the Board of Directors
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, 2000 and
April 24, 1999, and the results of their operations and their cash flows for
each of the three fiscal years in the period ended April 30, 2000, in conformity
with accounting principles generally accepted in the United States. 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, 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 the opinion expressed above.

PricewaterhouseCoopers LLP

Minneapolis, Minnesota
June 20, 2000

F-1
<PAGE>

WORKFLOW MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEET
(In Thousands, Except Share Data)

April 30, April 24,
2000 1999
-------- --------
<S> <C> <C>
ASSETS

Current assets:
Cash and cash equivalents........................................................ $ 2,851 $ 607
Accounts receivable, less allowance for doubtful accounts of $4,191 and
$4,481, respectively............................................................ 100,366 78,807
Inventories...................................................................... 46,223 36,152
Prepaid expenses and other current assets........................................ 11,405 6,921
-------- --------
Total current assets........................................................... 160,845 122,487

Property and equipment, net....................................................... 55,859 43,138
Intangible assets, net............................................................ 92,650 64,488
Other assets...................................................................... 12,346 6,501
Net assets held for sale.......................................................... 10,012
-------- --------
Total assets................................................................... $331,712 $236,614
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term debt.................................................................. $ 1,139 $ 1,079
Note payable for acquisition..................................................... 10,337
Accounts payable................................................................. 33,950 34,712
Accrued compensation............................................................. 15,824 9,391
Accrued additional purchase consideration........................................ 9,581 1,188
Accrued income taxes............................................................. 4,654 2,212
Other accrued liabilities........................................................ 15,388 8,681
-------- --------
Total current liabilities...................................................... 90,873 57,263

Long-term credit facility......................................................... 135,695 104,600
Subordinated related party debt................................................... 4,174 4,136
Other long-term debt.............................................................. 5,005 2,623
Deferred income taxes............................................................. 4,557 4,749
Other long-term liabilities....................................................... 1,486 18
-------- --------
Total liabilities.............................................................. 241,790 173,389
-------- --------

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, 12,880,895
and 12,585,598 shares, respectively, issued and outstanding.................... 13 13
Additional paid-in capital....................................................... 51,981 47,684
Notes receivable from officers................................................... (1,958) (1,958)
Accumulated other comprehensive loss............................................. (2,631) (1,880)
Retained earnings................................................................ 42,517 19,366
-------- --------
Total stockholders' equity..................................................... 89,922 63,225
-------- --------
Total liabilities and stockholders' equity..................................... $331,712 $236,614
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.

F-2
<PAGE>

WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Per Share Amounts)

Fiscal Year Ended
-------------------------------------------------
April 30, April 24, April 25,
2000 1999 1998
-------------- -------------- ------------
<S> <C> <C> <C>
Revenues....................................... $ 547,061 $390,952 $353,351
Cost of revenues............................... 387,184 278,836 260,299
--------- -------- --------
Gross profit................................ 159,877 112,116 93,052

Selling, general and administrative expenses... 119,028 86,298 73,492
Amortization expense........................... 2,164 779 309
Restructuring costs............................ 1,467 872
Strategic restructuring plan costs............. 3,818 1,750
--------- -------- --------
Operating income............................ 37,218 21,221 16,629

Other (income) expense:
Interest expense.............................. 10,912 5,106 2,210
Interest income............................... (371) (171) (274)
Gain on sale of securities.................... (15,826)
Loss on sale of subsidiary.................... 318
Other......................................... (167) (167) (258)
-------- -------- --------
Income before provision for income
taxes and extraordinary item................. 42,352 16,453 14,951
Provision for income taxes..................... 17,788 7,364 6,743
-------- -------- --------
Income before extraordinary item............... 24,564 9,089 8,208
Extraordinary item--loss on early termination
of credit facility, net of income taxes...... 1,413
--------- -------- --------
Net income..................................... $ 23,151 $ 9,089 $ 8,208
======== ======== ========

Net income per share:
Basic:
Income from before extraordinary item....... $ 1.93 $ 0.65 $ 0.51
Extraordinary item.......................... 0.11
--------- -------- --------
Net income.................................. $ 1.82 $ 0.65 $ 0.51
======== ======== ========
Diluted:
Income from before extraordinary item....... $ 1.76 $ 0.64 $ 0.50
Extraordinary item.......................... 0.10
--------- -------- --------
Net income.................................. $ 1.66 $ 0.64 $ 0.50
======== ======== ========

Weighted average shares outstanding:
Basic......................................... 12,695 14,077 15,941
Diluted....................................... 13,910 14,139 16,257
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In Thousands, Except Shares)

Common Stock Notes Accumulated
----------------------- Additional Receivable Other Total
Number Paid-In Divisional From Comprehensive Retained Stockholders'
of Shares Amount Capital Equity Officers Income (Loss) Earnings Equity
-------------- -------- ---------- ---------- ---------- -------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at April 26, 1997...... $ $ $ 45,614 $ $ 97 $ 2,069 $ 47,780
Issuance of U.S. Office
Products common stock
in conjunction with
acquisition.............. 2,112 2,112
Capital contribution by U.S.
Office Products.......... 2,544 2,544
Comprehensive income:
Net income............... 8,208 8,208
Foreign currency
translation adjustment (1,153) (1,153)

Total comprehensive income..

-------------- -------- ---------- ---------- ---------- -------------- -------- -------------

Balance at April 25, 1998...... 50,270 (1,056) 10,277 59,491
Compensation charge for
options tendered in
strategic restructuring.. 2,956 2,956
Capital contribution by U.S.
Office Products.......... 6,295 6,295
Distribution of common stock
in strategic restructuring 14,642,981 15 59,506 (59,521)
Retirement of common
stock.................... (2,066,259) (2) (12,636) (12,638)
Issuance of common stock
to outside members of the
board of directors....... 6,000 42 42
Exercise of stock options,
net of tax benefits...... 2,876 22 22
Issuance of notes receivable
from officers............ (1,958) (1,958)
Warrants attached to related
party subordinated debt... 750 750
Comprehensive income:
Net income............... 9,089 9,089
Foreign currency
translation adjustment (824) (824)

Total comprehensive 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
Foreign currency
translation adjustment (751) (751)

Total comprehensive income..

-------------- -------- ---------- ---------- ---------- -------------- -------- -------------

Balance at April 30, 2000...... 12,880,895 $ 13 $ 51,981 $ $ (1,958) $ (2,631) $ 42,517 $ 89,922
============== ======== ========== ========== ========== ============= ======== =============

<CAPTION>
Total
Comprehensive
Income
--------------
<S> <C>
Balance at April 26, 1997...........
Issuance of U.S. Office
Products common stock
in conjunction with
acquisition...................
Capital contribution by U.S.
Office Products...............
Comprehensive income:
Net income.................... $ 8,208
Foreign currency
translation adjustment..... (1,153)
--------------
Total comprehensive income....... $ 7,055
==============

Balance at April 25, 1998...........
Compensation charge for
options tendered in
strategic restructuring
Capital contribution by U.S.
Office Products...............
Distribution of common stock
in strategic restructuring
Retirement of common
stock.........................
Issuance of common stock
to outside members of the
board of directors
Exercise of stock options,.net
of tax benefits.................
Issuance of notes receivable from
officers.......................
Warrants attached to related
party subordinated debt.........
Comprehensive income:
Net income..................... 9,089
Foreign currency
translation adjustment...... (824)
--------------
Total comprehensive income........ $ 8,265
==============

Balance at April 24, 1999

Employee Stock Purchase
Program.........................
Issuance of common stock to
outside members of the
board of directors
Exercise of stock options,.net
of tax benefits.................
Comprehensive income:
Net income..................... $ 23,151
Foreign currency
translation adjustment...... (751)
--------------
Total comprehensive income........ $ 22,400
==============

Balance at April 30, 2000
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)

<TABLE>
<CAPTION>
For the Fiscal Year Ended
--------------------------------------------------
April 30, April 24, April 25,
2000 1999 1998
------------- ------------ ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.............................................................. $ 23,151 $ 9,089 $ 8,208
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization expense................................. 10,443 7,033 6,722
Extraordinary loss.................................................... 1,413
Gain on sale of securities............................................ (15,826)
Loss on sale of subsidiary............................................ 318
Compensation charge for options tendered in the strategic
restructuring........................................................ 2,956
Restructuring plan costs, net of cash paid............................ (247) (208) 467
Other strategic restructuring plan costs, net of cash paid............ (1,750) 1,750
Amortization of deferred financing costs.............................. 672 545
Deferred income taxes................................................. (174) (1,914) (17)
Gains on the disposal of assets....................................... (224)
Changes in current assets and liabilities (net of assets acquired and
liabilities assumed in business combinations accounted for under the
purchase method):
Accounts receivable................................................. (9,847) (2,217) (3,701)
Inventories......................................................... (7,048) 3,221 (5,561)
Prepaid expenses and other current assets........................... (3,717) 964 725
Accounts payable.................................................... (6,951) (1,743) (2,738)
Accrued liabilities................................................. 11,915 9,531 (1,349)
------------- ------------ ---------------
Net cash provided by operating activities....................... 4,102 25,283 4,506
------------- ------------ ---------------

Cash flows from investing activities:
Cash paid in acquisitions, net of cash received......................... (36,470) (70,125) (12,756)
Additions to property and equipment..................................... (16,209) (7,696) (4,442)
Purchase of securities.................................................. (2,400)
Proceeds from the sale of securities.................................... 18,226 230
Cash paid for equity investment......................................... (1,557)
Cash collection of note receivable issued with sale of subsidiary....... 1,246
Cash received on the sale of property and equipment..................... 2,704 151 141
Cash collection of note receivable from employees....................... 3,703
Payments of non-recurring acquisition costs............................. (906)
Other................................................................... (246) 35
------------- ------------ ---------------
Net cash used in investing activities........................... (34,706) (73,702) (17,963)
------------- ------------ ---------------

Cash flows from financing activities:
Proceeds from credit facility borrowings................................ 131,667 157,834
Payments of credit facility borrowings.................................. (100,619) (53,234)
Proceeds from issuance of subordinated related party debt with attached
warrants............................................................. 4,878
Payments of other long-term debt........................................ (7,475) (3,638)
Proceeds from issuance of other long-term debt.......................... 2,664 29 1,771
Payments of other long-term debt........................................ (1,242)
(Payments of) proceeds from short-term debt, net........................ (547) (5,279) 2,263
Payments of deferred financing costs.................................... (2,354) (3,544)
Proceeds from common stock issued under employee benefit programs....... 3,140 20
Issuance of common stock to outside directors........................... 104 42
Issuance of notes receivable from officers.............................. (1,958)
Retirement of common stock.............................................. (12,638)
(Payments to) advances from U.S. Office Products........................ (36,096) 8,574
Capital contributed by U.S. Office Products............................. 6,295 2,544
------------- ------------ ---------------
Net cash provided by financing activities....................... 32,813 48,874 11,514
------------- ------------ ---------------

Effect of exchange rates on cash and cash equivalents...................... 35 (82) 9
------------- ------------ ---------------

Net increase (decrease) in cash and cash equivalents....................... 2,244 373 (1,934)
Cash and cash equivalents at beginning of period........................... 607 234 2,168
------------- ------------ ---------------
Cash and cash equivalents at end of period................................. $ 2,851 $ 607 $ 234
============= ============ ===============
</TABLE>

F-5
<PAGE>

WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands, Except Shares)
<TABLE>
<CAPTION>
For the Fiscal Year Ended
-------------------------------
April 30, April 24, April 25,
2000 1999 1998
------- -------- ---------
<S> <C> <C> <C>
Supplemental disclosures of cash flow information:
Interest paid...................................... $ 8,773 $ 3,096 $ 1,359
Income taxes paid.................................. $ 10,826 $ 6,163 $ 8,633
</TABLE>

During Fiscal 2000 and Fiscal 1999, the Company paid a total of $36,470 and
$70,125, 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 presented as follows:

For the Fiscal Year Ended
---------------------------
April 30, April 24,
2000 1999
---------- ----------

Accounts receivable........................ $ 14,860 $20,547
Inventories................................ 4,760 7,056
Prepaid expenses and other current assets.. 1,839 1,499
Property and equipment..................... 7,044 9,075
Intangible assets.......................... 30,916 50,074
Other assets............................... 153 128
Net assets held for sale................... 10,012
Short-term debt............................ (601) (505)
Note payable for acquisition............... (10,337)
Accounts payable........................... (7,315) (9,575)
Accrued liabilities........................ (13,058) (4,594)
Long-term debt............................. (986) (2,972)
Other long-term liabilities................ (817) (608)
-------- -------
Net assets acquired..................... $ 36,470 $70,125
======== =======

Noncash transactions:

. During Fiscal 2000 and Fiscal 1999, the Company had accrued $9,581 and
$1,188 as additional purchase consideration for earn-outs, respectively.

. During Fiscal 2000, the Company issued notes payable totaling $10,337 in
conjunction with one business combination.

. During Fiscal 2000, the Company sold one of its subsidiaries and an
associated building in exchange for notes receivable totaling $3,444.

. During Fiscal 2000, the Company issued 5 warrants in the aggregate to the
noteholders of the Subordinated Related Party Debt.

. During Fiscal 2000 and Fiscal 1999, the Company recorded additional paid-in
capital of $1,052 and $2, respectively, related to the tax benefit of stock
options exercised.

. During Fiscal 1999, the Company issued 14,643 shares of Company Common
Stock to the shareholders of U.S. Office Products Company under the
Workflow Distribution.

See accompanying notes to consolidated financial statement.

F-6
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

NOTE 1--BACKGROUND

Workflow Management, Inc. (the "Company" or "Workflow Management") 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"). 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 Management is a leading acquirer and integrator of graphic arts
companies, providing a variety of custom print products and office supplies and
related management services to more than 44,000 businesses in the United States
and Canada. The Company is comprised of two main operating divisions - the
Integrated Business Services 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 the Fulfillment 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 20 manufacturing facilities in 6 states and 4 Canadian provinces, 11
distribution centers, 11 print-on-demand centers and 56 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.

For periods prior to the Distribution Date, the consolidated financial
statements reflect the revenues and expenses that were directly related to the
Company as it was operated within U.S. Office Products. The Company's statement
of income includes all of the related costs of doing business including an
allocation of certain general corporate expenses of U.S. Office Products
incurred prior to the Distribution Date which were not directly related to these
businesses. These allocations were based on a variety of factors, dependent
upon the nature of the costs being allocated. Management believes these
allocations were made on a reasonable basis.

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.

Definition of Fiscal Year

As used in these consolidated financial statements and related notes to
consolidated financial statements, "Fiscal 2000", "Fiscal 1999'' and "Fiscal
1998" refer to the Company's fiscal years ended April 30, 2000, April 24, 1999
and April 25, 1998, 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 30/th/ of each year. As a result
of this change, Fiscal 2000 was comprised of 372 days as compared to Fiscal 1999
and Fiscal 1998 which were comprised of 364 days each, respectively.

F-7
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

Reclassifications

Certain reclassifications have been made in the Fiscal 1998 and Fiscal 1999
financial statements to conform to the Fiscal 2000 presentation.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions
and accounts are eliminated in consolidation.

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
16.3% and 14.3% of the Company's revenues for Fiscal 2000 and Fiscal 1999,
respectively. The Company's single largest customer accounted for 4.2% and 4.5%
of revenues for Fiscal 2000 and Fiscal 1999, 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 being 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.

Intangible Assets

Intangible assets consist primarily of goodwill, which represents the
excess of cost over the fair value of assets acquired in business combinations
accounted for under the purchase method, and non-compete agreements. Management
periodically evaluates the recoverability of goodwill, which would be adjusted
for a permanent decline in value, if any, using a methodology prescribed in
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." The Company also assesses long-lived assets and the related intangible
assets for impairment whenever events or changes in circumstances indicate the
carrying amounts of such assets may not be recoverable. Recoverability of these
assets is evaluated by comparing the forecasted undiscounted future cash flows
of the operation to which the assets relate to their net book value, including
associated intangible assets, of such operation. If the operation is determined
to be unable to recover the carrying amount of its assets, then intangible
assets are written down first, followed by the other long-lived assets of the
operation, to fair value. Fair value is determined based on discounted cash
flows or appraised values, depending upon the nature of the assets. Based upon
its most recent assessment, the Company does not believe an impairment of long-
lived assets exists at April 30, 2000.

F-8
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

Substantially all goodwill is amortized on a straight-line basis over an
estimated useful life of 40 years. Intangible assets associated with non-
compete agreements are amortized using the straight-line method over the
estimated useful lives of the agreements which are generally one to five years.
Other intangibles primarily consist of customer lists, which are amortized over
the estimated useful lives of the agreements, which are generally one to five
years.

Purchase price allocations for certain acquisitions have not been
finalized. Therefore, the amount of goodwill could be adjusted within one year
of the purchase.

Earn-Out Agreements

Several of the acquisition agreements for the Company's Fiscal 2000 and
Fiscal 1999 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 Accounting Principles Board ("APB") Opinion No. 16, "Business
Combinations" ("APB 16"). 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. The goodwill generated under earn-out
agreements is prospectively amortized on a straight-line basis over the
remaining estimated useful life of the goodwill associated with the respective
business combination.

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

Subsequent to the Distribution, the Company began recognizing and paying
taxes as a separate legal entity. 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.

Prior to the Distribution and as a division of U.S. Office Products, the
Company did not file separate federal income tax returns but rather was included
in the federal income tax returns filed by U.S. Office Products and its
subsidiaries from the respective dates that the entities within the Company were
acquired by U.S. Office Products. Prior to the Distribution, for purposes of
the consolidated financial statements, the Company's allocated share of U.S.
Office Products' income tax provision was based on the "separate return" method.
Certain companies acquired in pooling-of-interests transactions elected to be
taxed as subchapter S corporations and, accordingly, no federal income taxes
were recorded by those companies for periods prior to their acquisition by U.S.
Office Products.

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

F-9
<PAGE>

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.

F-10
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

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.

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. Delivery and 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 2000, Fiscal 1999 and Fiscal 1998 was $1,221, $854 and $899,
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
and expensed over the expected useful life of the software, normally three to
five years. During Fiscal 2000, the Company capitalized $95 and $139 in
internal salaries and outside consulting fees, respectively, for internally
developed software.

Restructuring Costs

The Company records the costs of consolidating existing Company facilities
into acquired operations, 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)."

Distribution Ratio

At the date of Distribution, U.S. Office Products distributed to its
shareholders one share of common stock of the Company for every 7 1/2 shares of
U.S. Office Products common stock held by each respective shareholder. The share
data reflected in the accompanying financial statements represents the
historical share data for U.S. Office Products for the period or as of the date
indicated, and retroactively adjusted to give effect to the one for 7 1/2
distribution ratio.

F-11
<PAGE>

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 Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS No. 137, which delays
the adoption date of SFAS 133 and was issued in July 1999, requires adoption of
SFAS 133 for annual periods beginning after June 15, 2000. SFAS 133 establishes
standards for recognition and measurement of derivatives and hedging
activities. The Company will implement this statement in fiscal year 2002 as
required. The adoption of SFAS 133 is not expected to have a material effect on
the Company's financial position or results of operations.

NOTE 4--BUSINESS COMBINATIONS

During Fiscal 2000, the Company made six acquisitions accounted for under
the purchase method for an aggregate purchase price of $46,807, consisting of
$36,470 in cash and notes payable of $10,337. The total assets related to these
acquisitions were $69,584, including intangible assets of $30,916. The results
of these acquisitions have been included in the Company's results from their
respective dates of acquisition. All of these 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 these acquired companies. During Fiscal 2000, $4,643 of additional
purchase consideration was paid by the Company in connection with these earn-out
provisions, and another $9,581 has been accrued for these earn-out provisions at
April 30, 2000. This additional consideration, whether paid or accrued, has
been reflected in the accompanying balance sheet as goodwill at April 30, 2000.

F-12
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

The presentation below summarizes the Company's Fiscal 2000 acquisitions:

<TABLE>
<CAPTION>
Principal Month Operating
Name of Acquisition Location Acquired Division
-------------------------------- ---------------- ------------- ---------------------------
<S> <C> <C> <C>
Graphic Management Corp. Green Bay, WI June '99 Integrated Business Services
Tradewinds Graphics, Inc. New York, NY July '99 Integrated Business Services
Irvine Commercial Printers, Inc. Irvine, CA October '99 Fulfillment
Sundance Litho, Inc. Anaheim, CA October '99 Fulfillment
ALF Graphics, Inc. New York, NY January '00 Integrated Business Services
Office Electronics, Inc. Chicago, IL March '00 Integrated Business Services
</TABLE>

In connection with the acquisition of Office Electronics, Inc. ("OEI") the
Company has committed to selling certain of OEI's manufacturing divisions and
the related assets. As of June 20, 2000 all manufacturing divisions and assets
except for the St. Louis division and its facility and the real estate upon
which three other former OEI facilities were located, have been sold. At April
30, 2000 the carrying value of these net assets held for sale is based upon the
net realizable value of the facilities.

During Fiscal 1999, the Company made twelve acquisitions accounted for
under the purchase method for an aggregate purchase price of $70,125, consisting
entirely of cash. The total assets related to these acquisitions were $88,379,
including intangible assets of $50,074. The results of these acquisitions have
been included in the Company's results from their respective dates of
acquisition. Several of these 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 these
acquired companies. During Fiscal 1999, $351 of additional purchase
consideration was paid by the Company in connection with these earn-out
provisions, and another $1,188 has been accrued for these earn-out provisions at
April 24, 1999. This additional consideration, whether paid or accrued, has
been reflected in the accompanying balance sheet as goodwill at April 24, 1999.

During Fiscal 1998, the Company made two acquisitions accounted for under
the purchase method for an aggregate purchase price of $14,868, consisting of
16,009 shares of U.S. Office Products' common stock with a market value of
$2,112 and cash of $12,756. The total assets related to these acquisitions were
$18,835, including intangible assets of $13,269. The results of these
acquisitions have been included in the Company's results from their respective
dates of acquisition.

The following presents the unaudited pro forma results of operations of the
Company for Fiscal 2000 and Fiscal 1999, as if the Strategic Restructuring Plan,
the divestiture of a subsidiary and the purchase acquisitions completed since
the beginning of Fiscal 1999 had been consummated at the beginning of Fiscal
1999. The pro forma results of operations presented below include certain pro
forma adjustments to reflect the amortization of intangible assets, elimination
of all strategic restructuring plan costs and reductions in executive
compensation of $760 and $5,805 for Fiscal 2000 and Fiscal 1999, respectively,
at the acquired companies:

For the Fiscal Year Ended
------------------------------
April 30, 2000 April 24, 1999
-------------- --------------

Revenues.................................. $619,014 $605,410
Net income................................ 24,860 15,846
Net income per share:
Basic.................................. $ 1.96 $ 1.13
Diluted................................ 1.79 1.12

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, the divestiture and the Strategic Restructuring
Plan occurred at the beginning of Fiscal 1999 or the results which may occur in
the future.

F-13
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

NOTE 5--RESTRUCTURING COSTS

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 $247 in
Fiscal 2000 and accrued an additional $1,220 for severance agreements, plant
closure costs, legal costs and other various fees.

During Fiscal 1998, the Company's Canadian subsidiary recorded the costs of
consolidating existing Company facilities located in Canada into other Canadian
Company facilities, including the external costs and liabilities to close
redundant Company facilities and severance costs related to the Company's
employees.

Under the restructuring plans implemented during Fiscal 2000 and Fiscal
1998, the Company intended to terminate and provide severance benefits to 39 and
23 employees, respectively. During Fiscal 2000, Fiscal 1999 and Fiscal 1998, the
Company terminated and provided severance benefits to 9, 6 and 13 employees,
respectively. All employees included in the Fiscal 1998 restructuring plan have
been terminated.

The following table sets forth the Company's accrued restructuring costs
for the periods ended April 26, 1997, April 25, 1998, April 24, 1999 and April
30, 2000:

<TABLE>
<CAPTION>
Facility Other Asset
Closure and Severance and Write-downs
Consolidation Terminations and Costs Total
-------------- -------------- ------------ ---------
<S> <C> <C> <C> <C>
Balance at April 26, 1997........................ $ - $ - $ - $ -
Additions..................................... 101 638 133 872
Utilizations.................................. (101) (241) (133) (475)
----- ------ ----- ------

Balance at April 25, 1998........................ - 397 - 397
Utilizations.................................. - (208) - (208)
----- ------ ----- ------

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
===== ====== ===== ======
</TABLE>

NOTE 6--STRATEGIC RESTRUCTURING PLAN COSTS

The Company incurred expenses of $3,818 during Fiscal 1999 associated with
U.S. Office Products' Strategic Restructuring Plan. In connection with the
Strategic Restructuring Plan, the Company was required to record a one-time,
non-cash expense of $2,956 in Fiscal 1999 with a corresponding contribution to
capital relating to the tender of stock options by Workflow Management employees
in U.S. Office Products' equity tender offer at the Distribution Date. As a
result of the Distribution, the Company also incurred an additional $862 in
transaction costs during Fiscal 1999 relating to the Strategic Restructuring
Plan for legal, accounting and financial advisory services and various other
fees.

The Company incurred expenses of $1,750 during Fiscal 1998 associated with
the Strategic Restructuring Plan. As a result of the Workflow Distribution,
U.S. Office Products allocated $1,000 to the Company for its share of the
transaction costs (including legal, accounting, investment banking and financial
advisory) and other fees incurred by U.S. Office Products in connection with the
Strategic Restructuring Plan. In addition to the allocation by U.S. Office
Products, the Company itself incurred an additional $750 in transaction costs
during Fiscal 1998 relating to the Strategic Restructuring Plan for legal,
accounting and financial advisory services and various other fees.

F-14
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

NOTE 7--INVENTORIES

Inventories consist of the following:
April 30, April 24,
2000 1999
-------- --------

Raw materials............................... $ 15,130 $ 10,309
Work-in-process............................. 3,287 2,123
Finished goods.............................. 27,806 23,720
-------- --------
Total inventories...................... $ 46,223 $ 36,152
======== ========

NOTE 8--PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

April 30, April 24,
2000 1999
-------- --------

Land........................................ $ 1,118 $ 1,004
Buildings................................... 5,772 4,749
Furniture and fixtures...................... 23,978 33,911
Computer equipment.......................... 15,448 12,621
Warehouse equipment......................... 32,730 12,359
Equipment under capital leases.............. 2,792 3,037
Leasehold improvements...................... 7,362 4,400
-------- --------
89,200 72,081
Less: Accumulated depreciation.............. (33,341) (28,943)
-------- --------
Net property and equipment.................. $ 55,859 $ 43,138
======== ========

Depreciation expense for Fiscal 2000, Fiscal 1999 and Fiscal 1998 was
$8,279, $6,254 and $6,413, respectively.

NOTE 9--INTANGIBLE ASSETS

Intangible assets consist of the following:

April 30, April 24,
2000 1999
-------- --------

Goodwill........................ $ 94,898 $ 65,043
Non-compete agreements.......... 398 333
Other........................... 1,226 732
-------- --------
96,522 66,108
Less: Accumulated amortization.. (3,872) (1,620)
-------- --------
Net intangible assets........ $ 92,650 $ 64,488
======== ========

Amortization expense for Fiscal 2000, Fiscal 1999 and Fiscal 1998 was
$2,164, $779 and $309, respectively.

F-15
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

NOTE 10--DEBT

Short-Term Debt

Short-term debt consists of the following:

<TABLE>
<CAPTION>
April 30, April 24,
2000 1999
--------- ----------
<S> <C> <C>
Current maturities of long-term debt.......................................................... $ 1,139 $ 1,079
Notes payable for acquisition consisting of $2,337 of non-interest bearing and $7,475
of interest bearing notes, plus accrued interest of $525 at 7.02%, due on September 23,
2000 and March 23, 2001, respectively....................................................... 10,337
-------- ---------
Total short-term debt................................................................. $ 11,476 $ 1,079
======== =========
</TABLE>

Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
April 30, April 24,
2000 1999
--------- ----------
<S> <C> <C>
Revolving credit facility..................................................................... $135,695 $104,600
Subordinated related party debt............................................................... 4,174 4,136
Notes payable, secured by certain assets of the Company, weighted average
interest rates of 5.64% and 6.30%, respectively............................................. 2,039 1,319
Capital lease obligations, weighted average interest rates of 8.65%
and 9.53%, respectively..................................................................... 4,105 2,383
-------- ---------
146,013 112,438
Less: Current maturities of long-term debt.................................................... (1,139) (1,079)
-------- ---------
Total long-term debt.................................................................. $144,874 $111,359
======== =========
</TABLE>

Maturities of Long-Term Debt

Maturities on long-term debt, including capital lease obligations, are
as follows:

<TABLE>
<S> <C>
Fiscal year:
2001.................................................................................................... $ 1,139
2002.................................................................................................... 1,054
2003.................................................................................................... 981
2004.................................................................................................... 136,662
2005.................................................................................................... 904
Thereafter.............................................................................................. 5,273
---------
Total maturities of long-term debt................................................................. $146,013
=========
</TABLE>

F-16
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

Revolving Credit Facility

During Fiscal 2000, the Company replaced its $200,000 credit facility with
Deutsche Bank and entered into a secured $250,000 revolving credit facility (the
"Credit Facility") underwritten and agented by Fleet Bank. The Credit Facility
is composed of a $200,000 revolver, including a $50,000 sublimit for Canadian
borrowings and a $50,000 amortizing term note. The Credit Facility matures on
March 10, 2004 and is secured by substantially all assets of the Company and is
subject to terms and conditions typical of a credit facility of such type and
size, including certain financial covenants, which include a total debt to
proforma EBITDA maximum of 4.0 to 1.0. Interest rate options are available to
the Company conditioned on certain leverage tests. The maximum rate of interest
is the prime rate from time to time in effect. The Credit Facility is also
available to fund the cash portion of future acquisitions, subject to the
maintenance of bank covenants and total availability under the facility. At
July 17, 2000, the Company had approximately $133,536 outstanding under the
Credit Facility, at an annual interest rate of approximately 9.30%, and $116,464
available under the Credit Facility for acquisitions and working capital
purposes.

Subordinated Related Party Debt

During Fiscal 1999, the Company issued $4,127 in subordinated unsecured
notes including attached warrants with a value of $751 at the time of the debt
issuance (the "Subordinated Notes") to certain members of the Company's
management for $4,878. The proceeds from the Subordinated Notes were used to
repurchase the Company's Common Stock. The Subordinated Notes mature on January
18, 2009, and have a stated coupon of 12% payable semi-annually in arrears. The
attached warrants are exercisable into shares of Company Common Stock at a
nominal cost and will be issued on each anniversary of the purchase of the
Subordinated Notes at an amount sufficient to provide a 15% total annual return
to each holder. Upon the payment in full of the Subordinated Notes, or upon a
change of control of the Company (as defined in the Subordinated Notes), the
warrants previously issued to the note holders will be returned to the Company
and reissued in an amount which would provide for at least a 15%, but not more
than an 18%, total annual return to each note holder. The indebtedness
evidenced by the Subordinated Notes is subordinate to all amounts outstanding
under the Credit Facility. In addition to payment and other customary default
provisions, the Company would be in default under the terms of the Subordinated
Notes if more than $5,000 of the Company's debt under the Credit Facility was
accelerated. Any such acceleration could occur if the Company defaulted under
the terms of the Credit Facility. Based upon an analysis performed by an
independent lending institution acting as a financial advisor to the Company,
Workflow Management believes that the terms and conditions of the Subordinated
Notes were no less favorable than the terms and conditions that would have been
available in an arm's-length transaction with unaffiliated third parties.
Interest expense for Fiscal 2000 relating to the Subordinated Notes was $723.
During Fiscal 2000, the Company issued 5 warrants related to the Subordinated
Notes.

NOTE 11--INCOME TAXES

Domestic and foreign income before provision for income taxes and
extraordinary items consist of the following:

For the Fiscal Year Ended
-----------------------------------
April 30, April 24, April 25,
2000 1999 1998
------------ --------- ----------

Domestic................... $31,719 $ 8,744 $ 9,754
Foreign.................... 10,633 7,709 5,197
------- ------- -------
Total.................... $42,352 $16,453 $14,951
======= ======= =======

F-17
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

The provision for income taxes consists of:

<TABLE>
<CAPTION>
For the Fiscal Year Ended
------------------------------------
April 30, April 24, April 25,
2000 1999 1998
----------- ---------- -----------
<S> <C> <C> <C>
Income taxes currently payable:
Federal........................................................................... $ 9,812 $ 3,476 $ 3,066
State............................................................................. 2,902 1,908 1,419
Foreign........................................................................... 5,248 3,894 2,275
-------- ------- -------
17,962 9,278 6,760

Deferred income tax expense (benefit)............................................... (174) (1,914) (17)
-------- ------- -------
Total provision for income taxes................................................. $ 17,788 $ 7,364 $ 6,743
======== ======= =======

Deferred taxes are comprised of the following:

April 30, April 24,
2000 1999
----------- ----------

Current deferred tax assets:
Inventory......................................................................... $ 1,041 $ 1,067
Allowance for doubtful accounts................................................... 1,328 1,589
Accrued liabilities............................................................... 886 393
------- -------
Total current deferred tax assets................................................ 3,255 3,049
------- -------

Long-term deferred tax liabilities:
Property and equipment............................................................ (4,145) (3,986)
Intangible assets................................................................. (1,175) (53)
Other............................................................................. 763 (710)
------- -------
Total long-term deferred tax liabilities......................................... (4,557) (4,749)
------- -------
Net deferred tax liability....................................................... $(1,302) $(1,700)
======= =======

The Company's effective income tax rate varied from the U.S. federal statutory tax rate as follows:

For the Fiscal Year Ended
------------------------------------
April 30, April 24, April 25,
2000 1999 1998
----------- ---------- -----------

U.S. federal statutory rate......................................................... 35.0% 34.7% 35.0%
State income taxes, net of federal income tax benefit............................... 6.1 7.5 6.4
Foreign earnings not subject to U.S. taxes.......................................... (10.7) (16.3) (13.2)
Nondeductible goodwill amortization................................................. 0.5 0.6 0.7
Nondeductible acquisition costs/restructuring costs................................. 2.3
Foreign taxes....................................................................... 10.4 18.7 15.2
Other............................................................................... 0.7 (0.4) (1.3)
------ ------- -------

Effective income tax rate........................................................... 42.0% 44.8% 45.1%
====== ======= =======
</TABLE>

F-18
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

NOTE 12--LEASE COMMITMENTS

The Company leases various types of warehouse and office facilities and
equipment, furniture and fixtures under noncancelable lease agreements which
expire at various dates. Future minimum lease payments under noncancelable
capital and operating leases are as follows:

Capital Operating
Leases Leases
-------- ---------
Fiscal year:
2001...................................... $1,162 $ 9,913
2002...................................... 1,023 9,041
2003...................................... 886 7,363
2004...................................... 835 6,469
2005...................................... 684 5,719
Thereafter................................... 220 16,326
------ -------
Total minimum lease payments................. 4,810 $54,831
=======
Less: Amounts representing interest.......... (705)
------
Present value of net minimum lease payments.. $4,105
======

Rent expense for all operating leases for Fiscal 2000, Fiscal 1999 and
Fiscal 1998 was $9,152, $6,188 and $8,406, respectively.

NOTE 13--COMMITMENTS AND CONTINGENCIES

Distribution

On June 9, 1998, the Company, U.S. Office Products and the three other
companies spun-off from U.S. Office Products as part of the Strategic
Restructuring Plan (collectively the "other Spin-Off Companies") entered into a
Distribution Agreement, a Tax Allocation Agreement, and an Employee Benefits
Agreement, and the Company and the other Spin-Off Companies entered into a Tax
Indemnification Agreement. These agreements provide, among other things, for
U.S. Office Products and the Company to indemnify each other from tax and other
liabilities relating to their respective businesses prior to and following the
Distribution. Certain of the obligations of the Company and the other Spin-Off
Companies to indemnify U.S. Office Products are joint and several. Therefore, if
one of the other Spin-Off Companies fails to satisfy its indemnification
obligations to U.S. Office Products when such a loss occurs, the Company may be
required to reimburse U.S. Office Products for all or a portion of the losses
that otherwise would have been allocated to other Spin-Off Companies. In
addition, the agreements allocate liabilities, including general corporate and
securities liabilities of U.S. Office Products not specifically related to the
Company's business, between U.S. Office Products, the Company, and the other
Spin-Off Companies.

Litigation

Under the terms of the agreement entered into between the Company and U.S.
Office Products in connection with the Strategic Restructuring Plan (the
"Distribution Agreement"), 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 Distribution,
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 in connection with the
Strategic Restructuring Plan.

F-19
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

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, 2000 related to
these agreements, as no change of control has occurred.

NOTE 14--EMPLOYEE BENEFIT PLANS

401(k) Retirement Plan

Effective January 24, 1997, the Company implemented the U.S. Office
Products 401(k) Retirement Plan. Effective upon the Distribution, the Company
adopted its own 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 2000 and Fiscal 1999, expenses associated with the 401(k)
Plan were $490 and $389, respectively.

Certain subsidiaries of the Company have, or had prior to implementation of
the 401(k) Plan, qualified defined contribution benefit plans, which allow for
voluntary pre-tax contributions by the employees. The subsidiaries paid all
general and administrative expenses of the plans and in some cases made matching
contributions on behalf of the employees. For Fiscal 2000, Fiscal 1999 and
Fiscal 1998, the subsidiaries incurred expenses totaling $183, $181 and $136,
respectively, related to these plans.

F-20
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

NOTE 15--STOCKHOLDER'S EQUITY

Earnings Per Share

Basic earnings per share ("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.

For the Fiscal Year Ended
---------------------------------
April 30, April 24, April 25,
2000 1999 1998
--------- ---------- ----------

Basic earnings per share:

Net income................................ $23,151 $ 9,089 $ 8,208
======= ======= =======

Weighted average number of
common shares outstanding............. 12,695 14,077 15,941
======= ======= =======

Basic earnings per share.................. $ 1.82 $ 0.65 $ 0.51
======= ======= =======

Diluted earnings per share:

Net income................................ $23,151 $ 9,089 $ 8,208
======= ======= =======

Weighted average number of:
Common shares outstanding............. 12,695 14,077 15,941
Potentially dilutive shares*.......... 1,215 62 316
------- ------- -------
Total............................. 13,910 14,139 16,257
======= ======= =======

Diluted earnings per share.................. $ 1.66 $ 0.64 $ 0.50
======= ======= =======

* 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 239, 3,886 and
2,632 shares of common stock were anti-dilutive and outstanding during Fiscal
2000, Fiscal 1999 and Fiscal 1998, respectively.

Notes Receivable from Officers

The Company extended secured loans to certain members of management for the
purchase, in the open market, of Company Common Stock by those individuals. The
notes are full recourse promissory notes bearing interest at 6.75% per annum and
are collateralized and secured with margined Company Common Stock personally
owned by those management members participating in the program. Principal and
interest were payable at maturity, September 1, 1999, however, the maturity date
was amended and extended to September 1, 2000.

Retirement of Company Common Stock

In August 1998, the Company's board of directors approved a stock
repurchase program (the "Stock Repurchase Program") whereby the Company's
management is authorized to repurchase and retire up to $15,000 of Company
Common Stock. Under the program, Company Common Stock is bought by the Company
at prevailing market prices at the time of the repurchase. During Fiscal 1999,
a total of 2,066 shares of Company Common Stock had been purchased and retired
at a cost of $12,638.

F-21
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

Capital Contribution by U.S. Office Products

During the Fiscal 1999 and Fiscal 1998, U.S. Office Products contributed
$6,295 and $2,544 of capital to the Company, respectively. The contribution
reflects the forgiveness of intercompany debt by U.S. Office Products, as it was
agreed that the Company would be allocated only $30,000 of debt plus the amount
of any additional debt incurred after January 12, 1998 in connection with the
acquisition of entities that will become subsidiaries of the Company.

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. All option data reflected below has
been retroactively restated to reflect the effects of the Distribution.

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
4,388 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 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, 2000,
742 shares have been issued under the Plan.

F-22
<PAGE>

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 2000, Fiscal 1999 and Fiscal 1998.

For the Fiscal Year Ended
-----------------------------------
April 30, April 24, April 25,
2000 1999 1998
----------- --------- -----------
Net income:
As reported............................ $23,151 $9,089 $8,208
Pro forma.............................. $18,100 $1,554 $6,903

Net income per share:
As reported:
Basic............................... $ 1.82 $ 0.65 $ 0.51
Diluted............................. $ 1.66 $ 0.64 $ 0.50
Pro forma:
Basic............................... $ 1.43 $ 0.11 $ 0.43
Diluted............................. $ 1.30 $ 0.11 $ 0.42

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 2000, Fiscal 1999 and Fiscal 1998,
respectively.

<TABLE>
<CAPTION>
For the Fiscal Year Ended
-----------------------------------
April 30, April 24, April 25,
2000 1999 1998
----------- --------- -----------
<S> <C> <C> <C>
Expected life of option 7.0 years 3.7 years 7.0 years
Risk free interest rate 6.15% 5.59% 6.36%
Expected volatility of the Workflow Management Stock 70.8% 53.3%
Expected volatility of the U.S. Office Products Stock 44.1%
</TABLE>

The weighted-average fair value of options granted was $15.27, $3.91 and
$6.37 for Fiscal 2000, Fiscal 1999 and Fiscal 1998, respectively.

F-23
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

The summary of option transactions follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------- -------------------
Weighted- Weighted-
Average Average
Exercise Exercise
Options Price Options Price
--------- --------- -------- ---------
<S> <C> <C> <C> <C>

Balance at April 26, 1997.. 649 $ 7.15 291 $ 6.86
Granted................... 1,225 11.78
Exercised................. (114) 7.04
Canceled.................. (66) 10.42
--------

Balance at April 25, 1998.. 1,694 10.38 173 7.01
Granted................... 3,277 8.88
Exercised................. (375) 9.41
Canceled.................. (74) 10.97
--------

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
======== ========= ======== =========
</TABLE>

The following table summarizes information about stock options outstanding
at April 30, 2000:

<TABLE>
<CAPTION>
Exercisable Options Outstanding Options
----------- ---------------------------------- --------
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Range of Contractual Exercise Exercise
Prices Options Life Price Options Price
---------- ------- -------- --------------- --------- --------
<S> <C> <C> <C> <C> <C>

$ 5.53 - $ 7.38 426 7.63 years $ 6.91 284 $ 6.93
$ 9.00 3,054 8.11 years 9.00 2,669 9.00
$ 9.13 - $11.68 375 7.21 years 9.93 185 9.70
$12.00 - $16.28 472 7.62 years 13.17 214 13.13
$21.88 - $29.13 783 9.80 years 22.66 167 22.00
------- --------
5,110 8.22 years $ 11.37 3,519 $ 9.74
======= ========== ======== ======== ======
</TABLE>

Under a service agreement entered into with Jonathan J. Ledecky, the Board
of Directors of U.S. Office Products (the "USOP Board") agreed that Mr. Ledecky
would receive from the Company a stock option for the Company's common stock as
of the date of the Distribution. The USOP Board intended the option to be
compensation for Mr. Ledecky's services as an employee of the Company. The
option was to cover 7.5% of the outstanding Company Common Stock determined as
of the date of the Distribution, with no anti-dilution provisions in the event
of issuance of additional shares of common stock (other than with respect to
stock splits or reverse stock splits). The total number of options issued to
Mr. Ledecky in connection with this grant was 1,097 options with an exercise
price equal to the closing sale price of the Company Common Stock on Nasdaq on
the first day of post-Distribution trading, June 10, 1998 (the date of grant),
which was $9.00 per share. These options vested immediately and became
exercisable on June 9, 1999.

F-24
<PAGE>

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 16--SALE OF SUBSIDIARY

On September 24, 1999, the Company sold all of the outstanding capital
stock of Hano Document Printers, Inc. ("Hano") for $3,790 and recorded a pre-tax
loss on the sale of $318. Sale proceeds consisted of a $1,246 8% note due on
November 30, 1999 ("Short Term Note") and $2,544 8% notes payable in interest
only installments until October 1, 2002 when principal and interest payments
will be made until the maturity date of September 1, 2009. The purchaser of
Hano's capital stock paid off the Short Term Note in full on November 30, 1999.
The remaining note is collateralized by all of the assets of Hano and is subject
to a limited guarantee with a third party up to a maximum of $2,000. The Company
also entered into an agreement with Hano to sublease building space from Hano
for $23 per month through December 2004.

The limited guarantee is solely enforceable through foreclosure on a
warehouse, which the Company sold to the third party guarantor concurrent with
the Hano sale. Proceeds from the warehouse sale consisted of a $900 7.5% note
payable in interest only installments until September 24, 2005 when principal
and interest payments will be made until the maturity date of August 31, 2009.
The note is collateralized by a first mortgage on the warehouse. The Company
entered into a lease for the warehouse for $10 per month through August 2004,
then increasing to $15 per month through August 2009.

NOTE 17--GAIN ON SALE OF SECURITIES

During Fiscal 2000, the Company purchased 300 shares of PurchasePro.com,
Inc. 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. All share amounts of the investment in common stock have been adjusted
to reflect the three for two stock dividend received by the Company subsequent
to its investment.

NOTE 18--SEGMENT REPORTING

The Company's operating segments prepare separate financial information
that is evaluated regularly by the Company's Chief Executive Officer 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 Integrated Business Services Division and the
Company's Fulfillment Division.

The Company's Integrated Business Services 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 Integrated Business Services Division also include transactions
with customers utilizing the Company's proprietary iGetSmart inventory and
distribution system. The Company's Fulfillment Division represents those
subsidiaries primarily engaged in the sale of products internally manufactured
at the Company. The Fulfillment 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 Fulfillment Division also provides product to the Company's Integrated
Business Services Division for distribution to customers. Corporate expenses
include the costs of maintaining a corporate office. The Company does not
allocate corporate overhead or strategic restructuring plan costs by segment in
assessing performance.

F-25
<PAGE>

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:

For the Fiscal Year Ended
---------------------------------
April 30, April 24, April 25,
2000 1999 1998
-------- -------- --------

Revenues:
Integrated Business Services Division.. $222,533 $125,950 $104,479
Fulfillment Division................... 331,826 274,968 255,456
Intersegment........................... (7,298) (9,966) (6,584)
-------- -------- --------
Total................................. $547,061 $390,952 $353,351
======== ======== ========

Operating income:
Integrated Business Services Division.. $ 18,205 $ 8,969 $ 5,098
Fulfillment Division................... 27,838 23,287 14,560
Corporate.............................. (8,825) (11,035) (3,029)
-------- -------- --------
Total................................. $ 37,218 $ 21,221 $ 16,629
======== ======== ========

For the Fiscal Year Ended
---------------------------------
April 30, April 24, April 25,
2000 1999 1998
-------- -------- --------
Identifiable assets (at year-end):
Integrated Business Services Division.. $134,673 $ 64,190 $ 28,813
Fulfillment Division................... 181,461 165,007 117,843
Corporate.............................. 15,578 7,417 1,390
-------- -------- --------
Total................................. $331,712 $236,614 $148,046
======== ======== ========

Depreciation and amortization:
Integrated Business Services Division.. $ 2,254 $ 1,412 $ 1,413
Fulfillment Division................... 8,037 5,543 5,309
Corporate.............................. 152 78
-------- -------- --------
Total................................. $ 10,443 $ 7,033 $ 6,722
======== ======== ========

Capital expenditures:
Integrated Business Services Division.. $ 1,790 $ 1,067 $ 1,272
Fulfillment Division................... 12,674 5,882 3,170
Corporate.............................. 1,745 747
-------- -------- --------
Total................................. $ 16,209 $ 7,696 $ 4,442
======== ======== ========

F-26
<PAGE>

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:

For the Fiscal Year Ended
-------------------------------
April 30, April 24, April 25,
2000 1999 1998
--------- --------- ---------
Revenues:
United States...................... $399,131 $265,139 $225,435
Canada............................. 147,930 125,813 127,916
--------- -------- --------
Total............................. $547,061 $390,952 $353,351
========= ======== ========

Operating income:
United States...................... $ 25,088 $ 10,724 $ 10,609
Canada............................. 12,130 10,497 6,020
--------- -------- --------
Total............................. $ 37,218 $ 21,221 $ 16,629
========= ======== ========

Identifiable assets (at year-end):
United States...................... $267,398 $178,621 $ 99,367
Canada............................. 64,314 57,993 48,679
--------- -------- --------
Total............................. $331,712 $236,614 $148,046
========= ======== ========

NOTE 19--RELATED PARTY TRANSACTIONS

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 is accounted for under the equity method of accounting.

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 are
based on the market value of the office space and, in management's opinion, are
comparable to rents that would be charged to parties not affiliated with the
Company. 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
2000, the Company paid $154 in lease payments for this facility. Additionally,
the Company has paid $1,339 for leasehold improvements.

Lease for Integrated Business Services Division Administrative Offices

On December 21, 1998, the Company's Integrated Business Services 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 and, in
management's opinion, are comparable to rents that would be charged to parties
not affiliated with the Company. During Fiscal 2000, the Company paid $197 in
lease payments for this facility. Additionally, the Company has paid $780 for
leasehold improvements.

F-27
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

Lease for Envelope Manufacturing and Warehouse Facility

On April 25, 1997, the Company's Envelope Division entered into a lease
with an entity owned and controlled by an executive officer of the Company for
manufacturing and warehouse space in New York, New York. The terms and
conditions of the ten-year lease are based on the market value of the office
space and, in management's opinion, are comparable to rents that would be
charged to parties not affiliated with the Company. During Fiscal 2000, Fiscal
1999 and Fiscal 1998, the Company paid $1,418, $1,418 and $1,122, respectively,
in lease payments for this facility. Additionally, the Company has paid $796
for leasehold improvements.

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 2000 and Fiscal 1999, the Company paid $1,053 and $1,341 in fees to
Kaufman & Canoles for legal services, respectively.

Acquisition of Direct Pro LLC

On November 30, 1998, the Company acquired all of the outstanding
membership interests of Direct Pro LLC, a New York limited liability company for
an aggregate purchase price of $7,039 consisting entirely of cash. Prior to its
acquisition by the Company, Direct Pro LLC was 66 2/3% owned by an entity owned
and controlled by certain members of the Company's management, including one
executive officer of the Company. The acquisition agreement with Direct Pro LLC
contained an earn-out provision that could result in additional purchase
consideration payable over the three-year period subsequent to the acquisition,
dependent upon the future earnings of Direct Pro LLC. During Fiscal 2000,
$1,261 was paid by the Company in connection with this earn-out agreement and
another $336 has been accrued for this earn-out provision at April 30, 2000.

Subordinated Related Party Debt

The Company has entered into a subordinated debt agreement with certain
members of the Company's management. See discussion of the transaction under
"Note 10 - Debt."

Notes Receivable from Officers

The Company has extended secured loans to certain members of the Company's
management for the purchase, in the open market, of Company Common Stock by
those individuals. See discussion of the transaction under "NOTE 15 -
Stockholders' Equity".

F-28
<PAGE>

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 2000 and Fiscal 1999. 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. The results for Fiscal 2000 include gains on the
sale of securities of $2,971, $4,156 and $8,699 recorded in the second, third
and fourth quarter, respectively.

Fiscal 2000 Quarters
------------------------------------------------
First Second Third Fourth Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues.............................. $118,462 $131,760 $138,478 $158,361 $547,061
Gross profit.......................... 34,865 38,430 40,078 46,504 159,877
Operating income...................... 8,195 9,683 9,920 9,420 37,218
Income before extraordinary item...... 3,437 5,721 6,868 8,538 24,564
Extraordinary item.................... 1,413 1,413
Net Income............................ 3,437 5,721 6,868 7,125 23,151

Weighted average shares outstanding:
Basic............................... 12,603 12,622 12,708 12,847 12,695
Diluted............................. 13,462 13,443 14,410 14,324 13,910

<CAPTION>
Fiscal 1999 Quarters
-------------------------------------------------
First Second Third Fourth Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues.............................. $ 90,485 $ 90,100 $ 95,542 $114,825 $390,952
Gross profit.......................... 24,537 25,127 28,003 34,449 112,116
Operating income...................... 1,517 5,519 6,427 7,758 21,221
Net income............................ 208 2,712 2,941 3,228 9,089

Net income per share:
Basic............................... $ 0.01 $ 0.19 $ 0.23 $ 0.26 $ 0.65
Diluted............................. 0.01 0.19 0.23 0.26 0.64

Weighted average shares outstanding:
Basic............................... 16,265 14,396 13,065 12,581 14,077
Diluted............................. 16,475 14,396 13,069 12,616 14,139
</TABLE>

F-29
<PAGE>

WORKFLOW MANAGEMENT, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE FISCAL YEARS ENDED APRIL 30, 2000
(In Thousands)
<TABLE>
<CAPTION>

Balance at Charged to Charged to
Beginning Costs and Other
Description Date of Period Expenses Accounts
----------------------------------- -------------- ---------- -------------- ------------------
<S> <C> <C> <C> <C>
Allowance for doubtful
accounts April 26, 1997 $1,831 $1,200 $ 5(b)
April 25, 1998 2,859 1,831 630(b)
April 24, 1999 4,481 1,036 19(b)

Accumulated amortization
of intangibles April 26, 1997 $ 601 $ 309
April 25, 1998 860 779
April 24, 1999 1,620 2,164 88(d)

<CAPTION>
Balance
at End of
Description Deductions Date Period
----------------------------------- ---------------- -------------- --------------
<S> <C> <C> <C>
Allowance for doubtful
accounts $ (177)(a) April 25, 1998 $ 2,859
(839)(a) April 24, 1999 4,481
(1,345)(a) April 30, 2000 4,191

Accumulated amortization
of intangibles $ (50)(c) April 25, 1998 $ 860
(19)(c) April 24, 1999 1,620
April 30, 2000 3,872
</TABLE>

(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

F-30
<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not Applicable.

31
<PAGE>

PART III

The information required by Part III, Items 10, 11, 12 and 13 has been
incorporated herein by reference to the Company's 2000 Proxy Statement as set
forth below, in accordance with General Instruction G(3) of Form 10-K.

The 2000 Proxy Statement will be filed within 120 days after the end of the
Company's 2000 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 2000 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 of the Company" 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 2000 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 2000 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 2000 Proxy Statement and is incorporated
herein by reference.

32
<PAGE>

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, 2000:

1. The Company filed a report on Form 8-K, in March of
2000, related to the change in the Company's fiscal
year.

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.

33
<PAGE>

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 July 28, 2000.

WORKFLOW MANAGEMENT, INC.

By: /s/ Thomas B. D'Agostino
----------------------------
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 and Steven R.
Gibson 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.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas B. D'Agostino Chairman of the Board and Director July 28, 2000
----------------------------------- (Principal Executive Officer)
Thomas B. D'Agostino

/s/ Steve R. Gibson President, Chief Executive Officer and July 28, 2000
----------------------------------- Director
Steve R. Gibson

/s/ Michael L. Schmickle Executive Vice President, Chief Financial July 28, 2000
----------------------------------- Officer, and Treasurer (Principal Financial
Michael L. Schmickle Officer and Principal Accounting Officer)

/s/ Thomas A. Brown, Sr. Director July 28, 2000
-----------------------------------
Thomas A. Brown, Sr.

/s/ Thomas B. D'Agostino, Jr. Director, President and Chief Operating July 28, 2000
----------------------------------- Officer of the Integrated Business Services
Thomas B. D'Agostino, Jr. Division and President and Chief
Executive Officer of iGetSmart.com, Inc.

/s/ Gus J. James, II Director July 28, 2000
-----------------------------------
Gus J. James, II

/s/ James J. Maiwurm Director July 28, 2000
-----------------------------------
James J. Maiwurm

/s/ Peter J. Pakuris Director July 28, 2000
-----------------------------------
Peter J. Pakuris
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Roger J. Pearson Director July 28, 2000
-----------------------------------
Roger J. Pearson

/s/ F. Craig Wilson Director July 28, 2000
-----------------------------------
F. Craig Wilson
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
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).
</TABLE>

36
<PAGE>

<TABLE>
<S> <C>
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.)
</TABLE>

37
<PAGE>

<TABLE>
<S> <C>
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.)
</TABLE>

38
<PAGE>

<TABLE>
<S> <C>
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.)
</TABLE>

39
<PAGE>

<TABLE>
<S> <C>
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.)
</TABLE>

40
<PAGE>

<TABLE>
<S> <C>
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 .

**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.

**10.60 Employment Agreement, dated March 20, 2000, between Workflow Management, Inc. and
Claudia Saenz Amlie.

**10.61 Employment Agreement, dated March 20, 2000, between Workflow Management, Inc. and
Michael L. Schmickle.

**10.62 Purchase Agreement, dated March 23, 2000, between Workflow Management, Inc.,
Office Electronics, Inc. and its shareholders.

**10.63 Employment Agreement, dated April 30, 2000, between Workflow Management, Inc. and
Thomas B. D'Agostino.

**10.64 Employment Agreement, dated April 30, 2000, between Workflow Management, Inc. and
Steve R. Gibson.

**21.1 Subsidiaries of the Registrant.

**23.1 Consent of PricewaterhouseCoopers LLP

**24.1 Power of Attorney (appears on signature page hereto)

**27.1 Financial Data Schedule
</TABLE>

________________________________________________

* (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.