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Workflow Management Looking for Financing or Buyer - Will Delay Earnings

Thursday, June 26, 2003

Press release from the issuing company

June 25, 2003-- Workflow Management, Inc. today announced that 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.

 

 

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