Ct Healthmarket via BizWire
06-25-2003, 04:40 PM
PALM BEACH, Fla.--(BUSINESS WIRE)--June 25, 2003--
-- Board of Directors instructs Financial Advisors to explore
various strategic and financing alternatives
-- Delays release of fiscal 2003 earnings and conference call
-- Announces change in Board of Directors
Workflow Management, Inc. (Nasdaq:WORK) today announced the
following:
Exploration of Refinancing and other Strategic Alternatives
In response to the provisions of Workflow's credit facility that
require the repayment of at least $50 million of bank debt by December
31, 2003, the Company has been contacted by a number of third parties
who have expressed a desire to explore transactions ranging from a
refinancing of the Company's credit facility to investments in
Workflow to an acquisition of the Company or a going private
transaction at a premium to the current stock price. In light of these
inquiries, and after giving consideration to the $50 million year-end
financing requirement and the Company's current business plan and
prospects, the Board and the financial advisor to the Company and the
Board's Special Committee, Jefferies & Company, Inc., will explore a
number of potential strategic alternatives to improve the Company's
capital structure, including a potential refinancing of the Company's
bank debt or a recapitalization or sale of the entire Company. The
Special Committee has directed Jefferies & Company to vigorously
explore available alternatives and to actively engage in discussions
with interested third parties. However, the Company is not a party to
any written agreements with any third parties regarding these
potential transactions nor is the Company negotiating any specific
transaction terms with any particular third party at this time. There
can be no assurance that any transaction will occur, and, if any
transaction occurs, what the structure or terms of such transaction
would be. Unless otherwise required by applicable securities laws, the
Company does not expect to make any further public announcements
regarding any potential transactions.
Gary W. Ampulski, Chief Executive Officer, commented "We are
actively working with our financial advisors to strengthen and
stabilize our capital structure. Our lenders are fully supportive of
the decision of our Board of Directors to pursue various refinancing
and other strategic alternatives. I am confident that our lenders will
cooperate with us during this process so that we will have the
flexibility to achieve a solution that benefits all of the Company's
stakeholders."
Delay in Earnings Release and Conference Call
Workflow also announced today that it is delaying its year-end and
fourth quarter earnings release and conference call for the fiscal
period ended April 30, 2003. The delay is due to the additional time
required for the Company's auditors to complete the fiscal year-end
audit process. The Company anticipates releasing earnings and
conducting a conference call as soon as the audit process is complete.
The Company expects to release audited financial statements and to
file its Form 10-K with the SEC by the July 29, 2003 due date.
As previously discussed, the Company is required to refinance $50
million of the outstanding indebtedness under its credit facility by
December 31, 2003. The Company does not anticipate obtaining a firm
commitment from a third party to refinance or otherwise repay this
debt by the date the Company files its fiscal 2003 audited financial
statements with the SEC nor does it anticipate generating sufficient
operating cash flows to repay this obligation by its due date. As a
result, the Company's independent auditors have informed the Company
that, as required by generally accepted auditing standards, the audit
opinion for the Company's fiscal 2003 financial statements will
include an explanatory paragraph describing the uncertainty about the
Company's ability to continue as a going concern.
"Notwithstanding a sluggish economy, weakness in the printing
industry, uncertainty surrounding the Company's capital structure and
changes in executive management, we are pleased with the operating
performance of the Company for fiscal 2003, which has met or exceeded
published analyst expectations," commented Michael L. Schmickle, Chief
Financial Officer, "although the Company has incurred significant
charges surrounding the restructuring of its operations and a goodwill
impairment." Mr. Schmickle continued, "This is a testament to our
operating strategy, the quality of our products and services and the
capability of our managers and operators throughout all of Workflow.
We believe our operating strategy is sound, and our core business
remains strong."
Change in Board of Directors
Workflow also announced that Thomas B. D'Agostino, Jr. has
resigned from the Board of Directors. The current Board of Directors
is comprised of Thomas B. D'Agostino, Sr. (Chairman), Gary W.
Ampulski, Thomas A. Brown, Sr., Gerald F. Mahoney, James J. Maiwurm,
Roger J. Pearson, Peter S. Redding and F. Craig Wilson.
About Workflow Management, Inc.
Workflow Management, Inc. is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production of
logo-imprinted promotional items to multi-color annual reports, have a
reputation for reliability and innovation. Workflow's complete set of
solutions includes document design and production consulting;
full-service print manufacturing; warehousing and fulfillment; and
iGetSmart(TM) - one the industry's most comprehensive e-procurement,
management and logistics system. Through custom combinations of these
services, the Company delivers substantial savings to its customers -
eliminating much of the hidden cost in the print supply chain. By
outsourcing print-related business processes to Workflow, customers
streamline their operations and focus on their core business
objectives. For more information, go to our website at
http://www.workflowmanagement.com.
Except for historical information, matters discussed in this press
release are forward-looking statements that involve risks and
uncertainties, and actual results may be materially different. Factors
that could cause actual results to differ include: economic downturns;
changes in customer purchasing patterns; risks associated with our
debt service and our ability to comply with the terms and covenants of
our credit agreement with our lenders; risks associated with
refinancing our existing debt obligations; risks associated with
pursuing and consummating refinancing and other strategic
alternatives; risks associated with future growth; risks associated
with acquisitions; change in customer preferences and trends away from
print; risks associated with foreign and international business;
disruptions in product supplies; decreased availability and increased
cost of paper; competition in our markets; loss of key members of our
management team; reliance on third parties for maintaining our
management information systems; concentration of the Company's common
stock; and volatility of the Company's common stock. The information
included in this press release is operative as of this date only.
Workflow Management, Inc. does not undertake any obligation to update
its forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events. In order to ensure that all investors continue to have equal
access to the same information, Workflow Management, Inc. will refrain
from updating projections made in this press release unless it does so
through means that are designed to provide broad distribution of the
information to the public.
-- Board of Directors instructs Financial Advisors to explore
various strategic and financing alternatives
-- Delays release of fiscal 2003 earnings and conference call
-- Announces change in Board of Directors
Workflow Management, Inc. (Nasdaq:WORK) today announced the
following:
Exploration of Refinancing and other Strategic Alternatives
In response to the provisions of Workflow's credit facility that
require the repayment of at least $50 million of bank debt by December
31, 2003, the Company has been contacted by a number of third parties
who have expressed a desire to explore transactions ranging from a
refinancing of the Company's credit facility to investments in
Workflow to an acquisition of the Company or a going private
transaction at a premium to the current stock price. In light of these
inquiries, and after giving consideration to the $50 million year-end
financing requirement and the Company's current business plan and
prospects, the Board and the financial advisor to the Company and the
Board's Special Committee, Jefferies & Company, Inc., will explore a
number of potential strategic alternatives to improve the Company's
capital structure, including a potential refinancing of the Company's
bank debt or a recapitalization or sale of the entire Company. The
Special Committee has directed Jefferies & Company to vigorously
explore available alternatives and to actively engage in discussions
with interested third parties. However, the Company is not a party to
any written agreements with any third parties regarding these
potential transactions nor is the Company negotiating any specific
transaction terms with any particular third party at this time. There
can be no assurance that any transaction will occur, and, if any
transaction occurs, what the structure or terms of such transaction
would be. Unless otherwise required by applicable securities laws, the
Company does not expect to make any further public announcements
regarding any potential transactions.
Gary W. Ampulski, Chief Executive Officer, commented "We are
actively working with our financial advisors to strengthen and
stabilize our capital structure. Our lenders are fully supportive of
the decision of our Board of Directors to pursue various refinancing
and other strategic alternatives. I am confident that our lenders will
cooperate with us during this process so that we will have the
flexibility to achieve a solution that benefits all of the Company's
stakeholders."
Delay in Earnings Release and Conference Call
Workflow also announced today that it is delaying its year-end and
fourth quarter earnings release and conference call for the fiscal
period ended April 30, 2003. The delay is due to the additional time
required for the Company's auditors to complete the fiscal year-end
audit process. The Company anticipates releasing earnings and
conducting a conference call as soon as the audit process is complete.
The Company expects to release audited financial statements and to
file its Form 10-K with the SEC by the July 29, 2003 due date.
As previously discussed, the Company is required to refinance $50
million of the outstanding indebtedness under its credit facility by
December 31, 2003. The Company does not anticipate obtaining a firm
commitment from a third party to refinance or otherwise repay this
debt by the date the Company files its fiscal 2003 audited financial
statements with the SEC nor does it anticipate generating sufficient
operating cash flows to repay this obligation by its due date. As a
result, the Company's independent auditors have informed the Company
that, as required by generally accepted auditing standards, the audit
opinion for the Company's fiscal 2003 financial statements will
include an explanatory paragraph describing the uncertainty about the
Company's ability to continue as a going concern.
"Notwithstanding a sluggish economy, weakness in the printing
industry, uncertainty surrounding the Company's capital structure and
changes in executive management, we are pleased with the operating
performance of the Company for fiscal 2003, which has met or exceeded
published analyst expectations," commented Michael L. Schmickle, Chief
Financial Officer, "although the Company has incurred significant
charges surrounding the restructuring of its operations and a goodwill
impairment." Mr. Schmickle continued, "This is a testament to our
operating strategy, the quality of our products and services and the
capability of our managers and operators throughout all of Workflow.
We believe our operating strategy is sound, and our core business
remains strong."
Change in Board of Directors
Workflow also announced that Thomas B. D'Agostino, Jr. has
resigned from the Board of Directors. The current Board of Directors
is comprised of Thomas B. D'Agostino, Sr. (Chairman), Gary W.
Ampulski, Thomas A. Brown, Sr., Gerald F. Mahoney, James J. Maiwurm,
Roger J. Pearson, Peter S. Redding and F. Craig Wilson.
About Workflow Management, Inc.
Workflow Management, Inc. is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production of
logo-imprinted promotional items to multi-color annual reports, have a
reputation for reliability and innovation. Workflow's complete set of
solutions includes document design and production consulting;
full-service print manufacturing; warehousing and fulfillment; and
iGetSmart(TM) - one the industry's most comprehensive e-procurement,
management and logistics system. Through custom combinations of these
services, the Company delivers substantial savings to its customers -
eliminating much of the hidden cost in the print supply chain. By
outsourcing print-related business processes to Workflow, customers
streamline their operations and focus on their core business
objectives. For more information, go to our website at
http://www.workflowmanagement.com.
Except for historical information, matters discussed in this press
release are forward-looking statements that involve risks and
uncertainties, and actual results may be materially different. Factors
that could cause actual results to differ include: economic downturns;
changes in customer purchasing patterns; risks associated with our
debt service and our ability to comply with the terms and covenants of
our credit agreement with our lenders; risks associated with
refinancing our existing debt obligations; risks associated with
pursuing and consummating refinancing and other strategic
alternatives; risks associated with future growth; risks associated
with acquisitions; change in customer preferences and trends away from
print; risks associated with foreign and international business;
disruptions in product supplies; decreased availability and increased
cost of paper; competition in our markets; loss of key members of our
management team; reliance on third parties for maintaining our
management information systems; concentration of the Company's common
stock; and volatility of the Company's common stock. The information
included in this press release is operative as of this date only.
Workflow Management, Inc. does not undertake any obligation to update
its forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events. In order to ensure that all investors continue to have equal
access to the same information, Workflow Management, Inc. will refrain
from updating projections made in this press release unless it does so
through means that are designed to provide broad distribution of the
information to the public.
