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 24, 1999

                      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)


240 ROYAL PALM WAY, PALM BEACH, FLORIDA                    33480
(Address of principal executive offices)                 (Zip Code)



                              (561) 659-6551
            (Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class                Name of each exchange on which registered
     None                                          None

  Securities registered pursuant to Section 12(g) of the Exchange Act:

                            Common Stock

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]

          The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of July 9, 1999: $186,420,245.

          The number of shares of common stock of the registrant outstanding as
of July 9, 1999:  12,612,843.


<PAGE>
                                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")
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 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 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.

         o     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.

         o     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.

         o   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.

         Workflow Management was incorporated in the state of Delaware on
February 13, 1998. The Company currently conducts its operations through 25
direct or indirect United States and Canadian subsidiaries. The principal
executive offices of the Company are located at 240 Royal Palm Way, Palm Beach,
Florida 33480. Workflow Management's telephone number is (561) 659-6551.

                                   2
<PAGE>


                                   3
<PAGE>

COMPANY OVERVIEW

         Workflow Management is a leading acquirer and integrator of graphic
arts companies, providing a variety of print and office consumables and related
management services to more than 30,000 businesses in the United States and
Canada. Since the Workflow Distribution on June 9, 1998, and during the fiscal
year ended April 24, 1999, the Company acquired twelve companies, increasing
Company revenues by 10.6% to $391.0 million and operating income by 27.6% to
$21.2 million in the fiscal year ended April 24, 1999 when compared to the
fiscal year ended April 25, 1998. The Company is comprised of two main operating
divisions - Integrated Business Services, which provides customers with print
management services, including an e-commerce solution, designed to minimize the
costs of procuring, storing and using office consumables, and Fulfillment, which
prints and produces envelopes, custom business documents, commercial print,
labels, packaging and direct mail literature. Currently, Workflow Management
employs over 2,800 persons and has 22 manufacturing facilities in 10 states and
5 Canadian Provinces, 27 distribution centers, 8 print-on-demand centers and 62
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 consumables.

         Workflow Management's Integrated Business Services Division is the
leading distributor of printed office products in North America. The division
has over 300 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 office consumables 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 3,500 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 consumables primarily
distributed by the Integrated Business Services Division include commercial
printing, custom business forms, signs and labels, advertising specialty
products and office products. In order to meet growing demand, 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 will further develop the
Company's GetSmart electronic outsourcing and facilities management system. The
GetSmart system is an intranet- and Internet-based business-to-business
electronic commerce solution which automates inventory management and
distribution of office consumables for customers. Customers either place product
orders directly through GetSmart or contact Company sales representatives to
place orders through the system. The orders are then electronically routed to a
distribution facility for delivery. Currently, there are approximately 200
customers who use GetSmart directly. The Company believes that the GetSmart
system has enabled the Company to position itself as a premier technology
deployer, thus increasing the Company's attractiveness to potential acquisition
targets. Workflow Management expects iGetSmart.com to expand the services
provided by the GetSmart system, broaden its customer base and increase
acquisition opportunities.

         The Company's Fulfillment Division 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. The 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. Workflow Management's Fulfillment Division has
approximately 2,325 employees, of which 250 are in sales and approximately 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 24,
1999, approximately 32.2% of the Company's revenues were derived from products
purchased by the Company for distribution, and 67.8% 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 200 envelope manufacturers in the U.S., and that

                                   4
<PAGE>

the commercial printing industry is composed of approximately 25,000 printing
plants, 70% of which have fewer than 10 employees. According to statistics
released by Printing Industries of America, Inc., in 1998 (i) direct mail and
packaging printers grew at a rate of 7% or higher, (ii) document printing
increased by over 5%, and (ii) the commercial printing market grew by over 3%.
With respect to e-commerce, International Data Corporation reported that the
number of users who made purchases over the Internet was approximately 31
million in 1998.

BUSINESS STRATEGY

         The Company's objective is to become the leading single source provider
of office consumables 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
printing 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 electronic outsourcing systems to establish a
position as a technologically sophisticated provider of printed office products
and related management and fulfillment services. 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's management has considered and may
further consider the 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 GetSmart 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 a three
to five year contingent "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 GetSmart 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 GetSmart electronic outsourcing system from which a growing
amount of sales are realized by the Company. By establishing the iGetSmart.com
division and dedicating resources to such operations, the Company expects to
further develop the GetSmart system. 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. See "Imagenet Document Manager"
below.

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
products and office products which are provided by its nationwide network of
over 3,500 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 GetSmart 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.

                                       5
<PAGE>

         GETSMART SYSTEM. The Company offers the GetSmart system in the United
States. GetSmart provides transaction, reporting and control capabilities to the
Company and its customers. SFI Corp., a predecessor of the Company, introduced
GetSmart in 1986, and it re-engineered the system in 1993 to incorporate
advances in hardware and software technologies. The system's transaction
database now includes more than 850,000 SKUs, 13,481 active customers and 3,500
vendors. Customers can access GetSmart either off-line, through the Company's
sales and customer support personnel, or on-line, through wide area network,
dial-up, leased-line, and Internet connections. This array of delivery options
makes GetSmart available to customers of every size and complexity, and to
customers at every level of computer sophistication. The discussion below
summarizes these support functions. The Company is continually refining and
enhancing the GetSmart system.

         A customer can initiate a distribution from inventory by issuing a
requisition through GetSmart. GetSmart then allocates the merchandise to the
cost center and routes the release to the appropriate distribution facility.
Customers can specify their minimum inventory requirements or can rely on
GetSmart's ongoing analysis of usage patterns and lead times. GetSmart notifies
the Company's sales representative 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 GetSmart tracks the order to the product's
receipt at the Company's 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
the Company's vendors. GetSmart produces invoices when merchandise is received
at the Company's distribution centers, 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.
GetSmart 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.

         GetSmart can generate more than 100 real-time and periodic reports to
customers. These reports detail, summarize, and analyze purchases, inventory
levels, utilization rates, and billing by cost center, product, and product line
to meet each customer's specific needs. Reports can be viewed on-screen in real
time, printed at the customer's premises, printed remotely and delivered to a
customer, or transmitted electronically for further processing by a customer's
internal management information system. The Company maintains five years of
historical data on-line for comparative reports and analyses. In addition,
GetSmart's Base Line Pricing Report routinely analyzes changes in prices charged
to managed accounts, an analysis the Company believes is unique in the industry.

         GetSmart also provides customers with a system of management controls
for certain services. Customers may control cost center access with passwords,
allocate inventories to cost centers, limit the transacting and reporting
authority of each cost center by product or product line, constrain purchases
and requisitions to amounts budgeted for each cost center, and suspend
transactions until they are reviewed and approved. The Company can customize
GetSmart 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 GetSmart system: inventory inquiries and releases;
order tracking; usage analysis and forecasting; detailed reporting for cost
centers and products; and procurement-card and X.12 EDI billing. 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.

         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.

          IMAGENET DOCUMENT MANAGER. The Company intends to deploy Imagenet for
use in the United States. Workflow Management has granted a non-exclusive
license to U.S. Office Products for Imagenet effective on the Distribution Date.

         Workflow Management provides customers with world wide 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.

                                      6
<PAGE>

         The following table sets forth the amount of the Company's revenue (in
thousands) derived from its Integrated Business Services Division operations:


                                            FISCAL YEAR ENDED
                         -------------------------------------------------------
                         APRIL 26, 1997        APRIL 25, 1998    APRIL 24, 1999
                         -------------------------------------------------------
     REVENUES            $     91,506        $     104,479      $    125,950




         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 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.

                                      7
<PAGE>

         The following table sets forth the amount of the Company's revenue (in
thousands) derived from its Fulfillment Division operations:


                                          FISCAL YEAR ENDED
                      ----------------------------------------------------------
                      APRIL 26, 1997        APRIL 25, 1998      APRIL 24, 1999
                      ----------------------------------------------------------
    REVENUES           $   243,166      $     255,456           $     274,968


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 15 distribution centers in the United States and 12 in
Canada, and rents additional warehouse space as necessary. Approximately 500
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 425 sales representatives and 230 customer service personnel
in 62 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
GetSmart 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 3,500 suppliers of
finished goods, including, among the largest, Ward Kraft Forms, United Computer
Supplies, Gilman Sky, Transkrit and United Stationers, Inc.

         MANUFACTURING. Although the Intregrated Business Services Division
primarily purchases finished goods from outside vendors for resale to customers,
the division's principle subsidiary,  ("SFI"), has some
document manufacturing operations in its Norfolk, Virginia facility.
Approximately 2.2% 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 Rollsource, Appleton,
Mead, Avenor and Domtar.

         MANUFACTURING. The Company's Fulfillment Division produces documents,
envelopes, commercial print, direct mail, packaging, labels, and
print-on-demand. Workflow Management operates 10 document plants in Canada, and
12 in the U.S. These plants employ approximately 1,550 manufacturing personnel
and utilize over 275 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

                                     8
<PAGE>

more than 85 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 8 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 30,000 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; Aetna, Inc.;
Citibank N.A.; Chase Manhattan Corp.; Group Health Incorporated; Health
Insurance Plan of Greater New York, Inc.; Heilig-Meyers Company; Merrill Lynch &
Co., Inc.; Banco Popular, Inc.; Shell Canada; and Salomon Smith Barney Holdings,
Inc.

         The Company's five largest customers accounted for 11.4% and 14.3% of
the Company's net sales for the fiscal years ended April 25, 1998 and April 24,
1999, respectively. The Company's single largest customer accounted for 4.4% and
4.5% of net sales for the fiscal years ended April 25, 1998 and April 24, 1999,
respectively.

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. The largest competitors in the office consumables distribution market
for the Company's Integrated Business Services Division are Global Docugraphix
and Precept Business Services, Inc., although the most common competitors for
customers 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 further expands its e-commerce GetSmart system, the
Company will compete with companies focused solely on business to business
electronic systems.

EMPLOYEES

         Workflow Management currently has more than 2,800 full- and part-time
employees, including approximately 675 in sales and sales support and
approximately 1,600 in print production. Approximately 31.5% of the Company's
employees in the United States and approximately 9.4% 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, including Get Smart, Informa and Imagenet. The Company believes that
its trademarks and other proprietary rights are material to the operations of
its business. Workflow Management regards its GetSmart, 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.

                                      9
<PAGE>

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 limitation, those that may result from
future acts or omissions or changes in applicable Environmental Laws) will not
require material expenditures to maintain compliance or resolve potential
liabilities.

EXECUTIVE OFFICERS

         THOMAS B. D'AGOSTINO, SR., 56, has served as Chairman of the Board,
President and Chief Executive Officer of the Company since February 1998. Mr.
D'Agostino was President of SFI Corp. ("SFI Corp."), an office consumables
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.

         STEVEN R. GIBSON, 39, is 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., 32, was appointed President and Chief
Operating Officer of the Company's Integrated Business Services Division in
December 1998, and has served as President of SFI, the Company's principal
distribution subsidiary, since 1998. 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 current subsidiary of the Company. From 1993 to 1995, Mr. D'Agostino held
several other positions with Hano, including Vice President of Sales and
Marketing and General Manager.

         RICHARD M. SCHLANGER, 54, 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.

         CLAUDIA S. AMLIE, 30, 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 Stearns, Weaver, Miller,
Weissler, Alhadeff & Sitterson in Miami, Florida from August 1994 to May 1996.

         MICHAEL B. FELDMAN, 37, was appointed 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.

                                       10
<PAGE>

         FREDERICK S. SHAW, 54, was appointed 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.


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.


                                      11
<PAGE>

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. However, the use of
equity offerings will also be subject to certain limitations on the number of
shares that Workflow Management can issue without jeopardizing the tax-free
treatment of the Workflow Distribution. See "Possible Limitation on Issuances of
Common Stock" and "Tax Matters" below.

         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 $64.5 million, or 27.0% of the
Company's total assets as of April 24, 1999, 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.

INABILITY TO USE POOLING-OF-INTERESTS ACCOUNTING. Generally accepted accounting
principles require that an entity be autonomous for a period of two years before
it is eligible to complete business combinations under the pooling-of-interests
method. As a result of the Company being a wholly-owned subsidiary of U.S.
Office Products prior to the Workflow Distribution, the Company will be unable
to satisfy this criteria for a period of two years following the Workflow
Distribution. Therefore, the Company will be precluded from completing business
combinations under the pooling-of-interests method for a period of two years
from the Distribution Date and any business combinations completed by the
Company during such period will be accounted for under the purchase method
resulting in the recording of goodwill. The amortization of the goodwill will
reduce net income reported by the Company below that which would have been
reported if the pooling-of-interests method had been used by the Company. See
"Material Amount of Goodwill" above.

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.

         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

                                    12
<PAGE>

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.

POSSIBLE LIMITATIONS ON ISSUANCES OF COMMON STOCK. Section 355(e) of the Code,
which was added in 1997, generally provides that a company that distributes
shares of a subsidiary in a spin-off that is otherwise tax-free will incur U.S.
federal income tax liability if 50% or more, by vote or value, of the capital
stock of either the company making the distribution or the spun-off subsidiary
is acquired by one or more persons acting pursuant to a plan or series of
related transactions that include the spin-off. Stock acquired by certain
related persons is aggregated in determining whether the 50% test is met. There
is a presumption that any acquisition occurring two years before or after the
spin-off is pursuant to a plan that includes the spin-off. However, the
presumption may be rebutted by establishing that the spin-off and such
acquisition are not part of a plan or series of related transactions. This
limitation could adversely affect the pace of Workflow Management's acquisitions
and its ability to issue Company Common Stock for other purposes, including
equity offerings.

RISKS RELATED TO ALLOCATION FOR CERTAIN LIABILITIES. Under the Distribution
Agreement, Workflow Management is and became liable for (i) any liabilities

                                    13
<PAGE>

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, (vi)
Workflow Management's costs and expenses related to a planned public offering
that did not occur and its bank credit facility, and (vii) $1.0 million of the
transaction costs (including legal, accounting, investment banking and financial
advisory) and other fees incurred by U.S. Office Products in connection with its
Strategic Restructuring Plan. 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.

         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 deemed Shared
Liabilities and subject to indemnification by the Company, 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 for Shared Liabilities under the Distribution
Agreement.

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 Chief Executive Officer, 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 GetSmart, 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.

EFFECTS OF CHANGES IN DEMAND FOR DOCUMENTS; CYCLICALITY. Historically, the
Company's operating results have depended heavily on sales of documents. For the

                                     14
<PAGE>

fiscal years ended April 25, 1998 and April 24, 1999, sales of documents
accounted for approximately 50% 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.


                                   15
<PAGE>



         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 36% and 32% of the Company's total net sales in the fiscal
years ended April 25, 1998 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.

UNITED STATES POSTAL RATES; ALTERNATIVE DELIVERY MEDIA. The Company's operating
results depend, to a significant extent, on sales of envelopes. Sales of
envelopes accounted for approximately 29% and 35% of the Company's net sales for
the fiscal years ended April 25, 1998 and April 24, 1999, respectively. Because
the great majority of envelopes used in the United States are sent through the
mail, postal rates are a significant factor affecting the growth of envelope
usage. Historically, increases in postal rates, relative to changes in the cost
of alternative delivery means and/or advertising media, have resulted in
temporary reductions in the growth rate of mail sent. For example, third class
postal rates increased approximately 50% and 14% in 1991 and 1995, respectively,
contributing to a substantial leveling off in the growth rate of third class
mail sent during the periods following such increases. If postal rates increase,
mail volume could decline, which could reduce revenue from the Company's sale of
envelopes and reduce the Company's earnings and cash flow.

         In addition, 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
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."

UNIONIZED WORKFORCE. Approximately 31.5% of the Company's employees in the
United States and approximately 9.4% 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.


                                     16
<PAGE>



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.

         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. The largest competitors in the office consumables distribution market
for the Company's Integrated Business Services Division are Global Docugraphix
and Precept Business Services, Inc., although the most common competitors for
specific customers 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 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 GetSmart system,
it will compete with companies focused solely on business to business 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."

ABSENCE OF PUBLIC MARKET. Prior to the Workflow Distribution, there was no
public market for the Company Common Stock. The trading price of the Company
Common Stock could be subject to wide fluctuations in response to variations in
the Company's quarterly operating results, changes in earnings estimates by
analysts, conditions in the Company's businesses, general market or economic
conditions or other factors. In addition, in recent years the stock market has
experienced extreme price and volume fluctuations. These fluctuations have had a
substantial effect on the market prices for many companies, often unrelated to
the operating performance of the specific companies. Such market fluctuations
could have a material adverse effect on the market price of the Company Common
Stock.

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.

RISK OF LOSS FROM POSSIBLE FAILURE TO ACHIEVE YEAR 2000 COMPLIANCE. The Company
has completed Year 2000 conversion and testing of its principal proprietary
software systems and related services, and is in the final stages of completion
regarding the remediation and testing phase for its other systems. Although the
Company believes that substantially all of its systems are Year 2000 compliant,
no assurance can be given that unforeseen circumstances will not arise as the
Company addresses the Year 2000 issue. Specific factors that may cause the
Company to experience unanticipated problems with respect to the Year 2000 issue
include the availability and cost of adequately trained personnel, the ability
to locate and correct all affected computer code, and the timing and success of
Year 2000 efforts by the Company's customers, suppliers and vendors. See "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operation."

                                  17
<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.......................      5,300             Leased                2003

PRINCIPAL MANUFACTURING, PRINTING
    AND DISTRIBUTION FACILITIES:
      Brampton, Ontario.........................    174,500             Leased                2002
      Mt. Pocono, Pennsylvania..................    132,000              Owned
      Hoboken, New Jersey.......................    127,000             Leased                2009
      Granby, Quebec............................     99,800              Owned
      Mt. Olive, Illinois.......................     82,000             Leased                2004
      Edmonton, Alberta.........................     81,300             Leased                2006
      New York, New York........................     76,500             Leased                2002
      Conyers, Georgia..........................     71,300              Owned
      Calgary, Alberta..........................     65,100             Leased                2014
      Springfield, Massachusetts................     65,000             Leased                2004
      New York, New York........................     64,500             Leased                2007
      Santa Ana, California.....................     63,000             Leased                2009
      Long Island City, New York................     60,000             Leased                2014
      Mississauga, Ontario......................     60,000             Leased                2004
      New York, New York........................     50,000             Leased                1999
      Calgary, Alberta..........................     48,000             Leased                2004
      Brampton, Ontario.........................     44,200             Leased                2000
      Dorval, Quebec............................     42,500              Owned
      New York, New York........................     40,000             Leased                1999
      New York, New York........................     40,000             Leased                2002
      South River, New Jersey...................     38,400             Leased                2001
      Norfolk, Virginia.........................     31,700             Leased                2008
      Calgary, Alberta..........................     30,400             Leased                1999
      Norfolk, Virginia.........................     30,000              Owned
      Regina, Saskatchewan......................     28,300             Leased                2006
      Long Island City, New York................     27,000             Leased                1999
      Columbia, South Carolina..................     26,000             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 1999 will be renewed.
However, in some instances, consolidation of properties will occur.

                                  18
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         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.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                   19
<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.


Fiscal Year ended April 24, 1999:

                                                       HIGH               LOW
                                                      ------             -----
First Quarter (June 10, 1998 - July 25, 1998)      $   11.00         $    6.13
Second Quarter                                          7.13              4.63
Third Quarter                                           7.88              5.00
Fourth Quarter                                         11.69              6.25


         On July 9, 1999, the Company had approximately 3,515 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.

         The Company gives non-employee directors the option of receiving
unregistered shares of Common Stock instead of cash director fees. During the
Company's fiscal year ended April 24, 1999, the Company issued a total of 6,000
shares of its Common Stock to its non-employee directors. The aggregate market
value of Common Stock issued to non-employee directors during the fiscal year,
based on trading prices at the time of issuance, was $42,128. The issuance of
these shares of Common Stock was exempt from the registration requirements of
the Securities Act of 1933 pursuant to Section 4(2) thereof and Regulation D,
Rule 504.


ITEM 6.  SELECTED FINANCIAL DATA

         The historical Statement of Income Data for the fiscal years ended
April 26, 1997, April 25, 1998 and April 24, 1999 ("Fiscal 1997", "Fiscal 1998"
and "Fiscal 1999", respectively) and the Balance Sheet Data at April 25, 1998
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 year ended December
31, 1995 and the four months ended April 30, 1996 and the Balance Sheet Data at
April 26, 1997 have been derived from audited consolidated financial statements
not included elsewhere in this Form 10-K. The historical Statement of Income
Data for the year ended December 31, 1994 and the Balance Sheet Data at December
31, 1994 and 1995 and April 30, 1996 have been derived from unaudited
consolidated financial statements which are not included elsewhere in this Form
10-K.

         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."

                                     20
<PAGE>

                            SELECTED FINANCIAL DATA (1)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>

                                                                                         Four Months
                                                        Fiscal Year Ended                  Ended(2)          Year Ended (2)
                                            -----------------------------------------    -----------    ---------------------------
                                            April 24,        April 25,      April 26,     April 30,     December 31,   December 31,
                                              1999             1998          1997           1996          1995 (3)        1994
                                            ------------   ------------    ----------    -----------    ------------   ------------
<S>                                            <C>              <C>           <C>             <C>            <C>            <C>
STATEMENT OF INCOME DATA:

Revenues..............................  $     390,952  $      353,351  $     327,381  $     114,099      $  309,426     $  154,193
Cost of revenues......................        278,836         260,299        236,340         82,998         234,959        114,885
                                        -------------  --------------  -------------  -------------  --------------  -------------
       Gross profit...................        112,116          93,052         91,041         31,101          74,467         39,308

Selling, general and administrative
  expenses............................         86,298          73,492         70,745         22,441          61,938         32,003
Amortization expense..................            779             309            204             44              74             17
Restructuring costs...................                            872
Strategic restructuring plan costs....          3,818           1,750
Non-recurring acquisition costs.......                                         5,006
                                        -------------  --------------  -------------  -------------  --------------  -------------
       Operating income...............         21,221          16,629         15,086          8,616          12,455          7,288

Other (income) expense:
   Interest expense...................          5,106           2,210          4,561          1,676           5,370          2,048
   Interest income....................           (171)           (274)           (25)           (18)
   Other..............................           (167)           (258)           632           (151)             62            186
                                        -------------  --------------  -------------  -------------  --------------  -------------
Income before provision for (benefit
  from) income taxes and
  extraordinary items.................         16,453          14,951          9,918          7,109           7,023          5,054
Provision for (benefit from) income
  taxes (4)...........................          7,364           6,743          3,690          1,351             (33)           379
                                        -------------  --------------  -------------  -------------  --------------  -------------
Income before extraordinary items.....          9,089           8,208          6,228          5,758           7,056          4,675
Extraordinary items--losses on
  early terminations of credit
  facilities, net of income taxes (5).                                           798                            700
                                        -------------  --------------  -------------  -------------  --------------  -------------
Net income............................  $       9,089  $        8,208  $       5,430  $       5,758        $  6,356       $  4,675
                                        =============  ==============  =============  =============  ==============  =============

Net income per share:
   Basic:
     Income before extraordinary
        items.........................  $        0.65  $         0.51  $        0.52  $        0.56         $  0.90  $       0.77
     Extraordinary items..............                                          0.07                           0.09
                                        -------------  --------------  -------------  -------------  --------------  -------------
     Net income.......................  $        0.65  $         0.51  $        0.45  $        0.56         $  0.81  $       0.77
                                        =============  ==============  =============  =============  ==============  =============

   Diluted:
     Income before extraordinary
        items.........................  $        0.64  $         0.50  $        0.51  $        0.55         $  0.88  $       0.77
     Extraordinary items..............                                          0.07                           0.09
                                        -------------  --------------  -------------  -------------  --------------  -------------
     Net income.......................  $        0.64  $         0.50  $        0.44  $        0.55         $  0.79  $       0.77
                                        =============  ==============  =============  =============  ==============  =============


Weighted average shares outstanding:
   Basic..............................         14,077          15,941         12,003         10,333           7,875         6,075
   Diluted............................         14,139          16,257         12,235         10,547           8,003         6,094


</TABLE>
                                       21
<PAGE>

<TABLE>
<CAPTION>



                                             APRIL 24,      APRIL 25,       APRIL 26,      APRIL 30,   DECEMBER 31,   DECEMBER 31,
                                                1999           1998            1997         1996        1995 (2)         1994 (2)
                                          -------------  --------------  -------------  ------------   ------------   ------------
<S>                                             <C>             <C>            <C>            <C>           <C>             <C>
BALANCE SHEET DATA:

Working capital.......................  $      67,174  $       34,993  $      16,910  $      23,378      $  20,127        $8,583
Total assets..........................        238,572         148,046        125,108        117,949        120,630        51,357
Short-term debt payable to U.S.
  Office Products.....................                         13,536         23,622
Long-term debt, less current portion..        112,101           7,065          6,034         28,108         28,812         7,355
Long-term debt payable to U.S.
  Office Products.....................                         19,221            561
Stockholders' equity..................         64,433          59,491         47,780         29,120         24,719        12,889
</TABLE>

                                           22
<PAGE>

<TABLE>
<CAPTION>



                                                                                         FOUR MONTHS
                                                      FISCAL YEAR ENDED                   ENDED (2)           YEAR ENDED (2)
                                             ----------------------------------------    -----------   ----------------------------
                                             APRIL 24,      APRIL 25,       APRIL 26,      APRIL 30,   DECEMBER 31,   DECEMBER 31,
                                                1999           1998            1997          1996        1995 (3)       1994
                                             ----------   ------------  -------------    -----------   -------------  -------------
<S>                                             <C>            <C>             <C>            <C>            <C>               <C>
STATEMENT OF CASH FLOWS DATA:

EBITDA (6) ...........................  $      28,421  $       23,609  $      20,436  $      11,985       $  17,187         $9,023
Adjusted EBITDA (7)...................         32,239          26,231         25,442         11,985          17,187          9,023
Net cash provided by operating activities      25,283           4,506         19,679         11,118          11,112          6,073
Net cash used in investing activities.        (75,660)        (17,963)       (14,090)        (4,423)        (42,387)          (123)
Net cash provided by (used in) financing
   activities.........................         50,832          11,514         (4,716)        (7,083)         31,436         (5,325)
Net increase (decrease) in cash and cash
   equivalents........................            373          (1,934)           844           (388)            549            625

</TABLE>

(1)      The historical financial information of the Pooled Companies (as
         defined in Item 7. below) 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)      Extraordinary items represent the losses associated with the early
         terminations of credit facilities at one Pooled Company, 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
         restructuring costs, strategic restructuring plan costs and
         non-recurring acquisition costs the Company expensed of $3,818, $2,622
         and $5,006 in 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.

                                       23
<PAGE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         OVERVIEW. Workflow Management's consolidated financial statements give
retroactive effect to the seven business combinations accounted for under the
pooling-of-interests method during the period from January 1997 through April
1997 (the "Pooled Companies") and include the results of the fifteen companies
acquired in business combinations accounted for under the purchase method, each
from its acquisition date (the "Purchased Companies"). Prior to their respective
dates of acquisition by U.S. Office Products, the Pooled Companies reported
results for years ended 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 with U.S. Office Products' fiscal year, which ended on
the last Saturday of April. The following discussion should be read in
conjunction with Workflow Management's consolidated financial statements and
related notes thereto appearing elsewhere in this Form 10-K.


RESULTS OF OPERATIONS

         The following table sets forth various items as a percentage of
revenues for the Fiscal 1999, Fiscal 1998 and Fiscal 1997:

<TABLE>
<CAPTION>



                                                                                   FISCAL YEAR ENDED
                                                                        ---------------------------------------
                                                                        APRIL 24,      APRIL 25,      APRIL 26,
                                                                           1999           1998         1997
                                                                        ---------      ---------      ---------
<S>                                                                        <C>             <C>             <C>
Revenues.........................................................         100.0%          100.0%         100.0%
Cost of revenues.................................................          71.3            73.7           72.2
                                                                        ---------      ---------      ---------
       Gross profit..............................................          28.7            26.3           27.8

Selling, general and administrative expenses.....................          22.1            20.8           21.6
Amortization expenses............................................           0.2             0.1            0.1
Restructuring costs..............................................                           0.2
Strategic restructuring plan costs...............................           1.0             0.5
Non-recurring acquisition costs..................................                                          1.5
                                                                        ---------      ---------      ---------
       Operating income..........................................           5.4             4.7            4.6

Interest expense, net............................................           1.3             0.6            1.4
Other (income) expense...........................................          (0.1)           (0.1)           0.2
                                                                        ---------      ---------      ---------
Income before provision for income taxes and extraordinary item..           4.2             4.2            3.0
Provision for income taxes.......................................           1.9             1.9            1.1
                                                                        ---------      ---------      ---------
Income before extraordinary item.................................           2.3             2.3            1.9
Extraordinary item--loss on early termination of credit
  facility, net of income taxes..................................                                          0.2
                                                                        ---------      ---------      ---------
Net income.......................................................           2.3%            2.3%           1.7%
                                                                        =========      =========      =========
</TABLE>


CONSOLIDATED RESULTS OF OPERATIONS

   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.

                                  24
<PAGE>



         Gross profit increased 20.5%, from $93.1million, 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 $470,000 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 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.


  FISCAL YEAR ENDED APRIL 25, 1998 COMPARED TO FISCAL YEAR ENDED APRIL 26, 1997

         Consolidated revenues increased 7.9%, from $327.4 million for Fiscal
1997 to $353.4 million for Fiscal 1998. This increase was primarily due to sales
to a large new account, passing on increased product costs to customers,
increasing sales to existing customers and the purchase acquisitions during
Fiscal 1998. International revenues increased 5.3%, from $121.5 million, or
37.1% of consolidated revenues, for Fiscal 1997, to $127.9 million, or 36.2% of
consolidated revenues, for Fiscal 1998. International revenues consisted
exclusively of revenues generated in Canada.

         Gross profit increased 2.2%, from $91.0 million, or 27.8% of revenues,
for Fiscal 1997 to $93.1 million, or 26.3% of revenues, for Fiscal 1998. This
decrease in gross profit as a percentage of revenues was primarily due to
inefficiencies related to the start-up period of a large new account.

         Selling, general and administrative expenses increased 3.9%, from $70.7
million, or 21.6% of revenues, for Fiscal 1997 to $73.5 million, or 20.8% of
revenues, for Fiscal 1998. This decrease in selling, general and administrative
expenses as a percentage of revenues was primarily due to an increase in
revenues combined with a decrease in executive compensation at the subsidiary
level.

                                   25
<PAGE>

         Amortization expense increased $105,000 from $204,000 for Fiscal 1997,
to $309,000 for Fiscal 1998. This increase was exclusively due to the increased
number of acquisitions accounted for under the purchase method that are included
in the Company's results for Fiscal 1998 versus Fiscal 1997.

         The Company incurred restructuring costs of $872,000 during Fiscal
1998. These costs represent the external costs and liabilities to close
redundant Company facilities, severance costs related to the Company's employees
and other costs associated with the Company's restructuring plans.

         The Company also incurred expenses of approximately $1.8 million during
Fiscal 1998 associated with the U.S. Office Products Strategic Restructuring
Plan. As a result of the Workflow Distribution, U.S. Office Products allocated
$1.0 million 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 $750,000 in transaction costs during Fiscal 1998 relating
to the Strategic Restructuring Plan for legal, accounting and financial advisory
services and various other fees.

         The Company incurred non-recurring acquisition costs of $5.0 million
for Fiscal 1997 in conjunction with business combinations accounted for under
the pooling-of-interests method. These non-recurring acquisition costs included
accounting, legal and investment banking fees, real estate and environmental
assessments and appraisals and various regulatory fees. GAAP requires the
Company to expense all acquisition costs (both those paid by the Company and
those paid by the sellers of the acquired companies) related to business
combinations accounted for under the pooling-of-interests method of accounting.

         Interest expense, net of interest income, decreased 57.3%, from $4.5
million for Fiscal 1997 to $1.9 million for Fiscal 1998. The decrease was due
primarily to the fact that a portion of the debt outstanding during Fiscal 1997
was repaid by U.S. Office Products upon acquisition of the Pooled Companies and
was replaced with intercompany debt bearing interest at U.S. Office Products'
lower cost of borrowing rate.

         Other expense decreased $890,000 from other expense of $632,000 for
Fiscal 1997, to other income of $258,000 for Fiscal 1998. The decrease is
primarily the result of costs incurred at one of the Pooled Companies, during
Fiscal 1997, relating to a contemplated initial public offering that was aborted
as a result of that company's acquisition by U.S. Office Products.

         Provision for income taxes increased from $3.7 million for Fiscal 1997
to $6.7 million for Fiscal 1998, reflecting effective income tax rates of 37.2%
and 45.1%, respectively. The lower effective tax rate for Fiscal 1997, compared
to the federal statutory rate of 35.0% plus state taxes, is the result of
certain of the companies included in the results not being subject to federal
income taxes on a corporate level as they had elected to be treated as
subchapter S corporations. The higher effective tax rate for Fiscal 1998,
compared to the federal statutory rate of 35.0% plus state taxes, is a result of
nondeductible goodwill amortization and nondeductible costs associated with the
Strategic Restructuring Plan.

LIQUIDITY AND CAPITAL RESOURCES

         At April 24, 1999, the Company had cash of $607,000 and working capital
of $67.2 million. The Company's capitalization, defined as the sum of long-term
debt and stockholders' equity, at April 24, 1999 was approximately $176.5
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 24, 1999 primarily
represented customer collections and in-transit cash sweeps from the Company's
subsidiaries at the end of the fiscal year and cash balances at a company
acquired on April 22, 1999.

         Workflow Management's anticipated capital expenditures budget for the
next twelve months is approximately $10.0 million for new equipment and
maintenance, including any costs associated with compliance testing and
technical upgrades to ensure that the Company's computer systems are Year 2000
compliant. See "--Year 2000 Issue" below.

          During Fiscal 1999, net cash provided by operating activities was
$25.3 million. Net cash used in investing activities was $75.7 million,
including $70.1 million used for acquisitions, $7.7 million used for capital
expenditures and $2.0 million used for the issuance of notes receivable to
officers which were all partially offset by the collection of $3.7 million in
notes receivable from employees. Net cash provided by financing activities was
$50.8 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.


                                   26
<PAGE>


                                   27
<PAGE>

         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.

         During Fiscal 1997, net cash provided by operating activities was $19.7
million. Net cash used in investing activities was $14.1 million, including $4.1
million of cash paid for non-recurring acquisition costs and $9.5 million of
capital expenditures. Net cash used in financing activities totaled $4.7
million, consisting primarily of the repayment of debt of $17.2 million and the
payment of dividends at Pooled Companies of $6.1 million, partially offset by
the $20.1 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 32.2% of the
Company's total net sales in Fiscal 1999. As a result, Workflow Management is
subject to certain risks inherent in conducting business internationally,
including fluctuations in currency exchange rates.

         During the Fiscal 1999, the Canadian dollar weakened against the U.S.
dollar ("USD"). The Canadian exchange rate averaged approximately $0.66 USD
during Fiscal 1999 as it reached a low point of $0.63 USD during the fiscal year
and declined from approximately $0.70 USD at April 25, 1998 to $0.68 USD at
April 24, 1999. This resulted in a reduction in accumulated other comprehensive
income, a component of stockholders' equity, of approximately $824,000,
reflecting the impact of the declining exchange rate on the Company's
investments in its Canadian subsidiary. The Company is currently reviewing
certain hedge transaction options to mitigate the effect of currency
fluctuations.

         As a result of the provisions of Section 355 of the Code, the Company
may be subject to constraints on its ability to issue additional shares of
Company Common Stock in certain transactions for two years following the date of
the Workflow Distribution. In particular, if 50% or more, by vote or value, of
the capital stock of Workflow Management is acquired by one or more persons
acting pursuant to a plan or series of transactions that includes the Workflow
Distribution, Workflow Management will suffer significant tax liability.
Workflow Management will evaluate any significant future issuance of capital
stock to avoid the imposition of such tax liability. See "Item 1. Business -
Risk Factors."

         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, $2.5 million and $20.1 million of debt during
Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively, which is reflected in
the Company's financial statements as a contribution of capital by U.S. Office
Products.

     The Company entered into a secured $150.0 million revolving credit facility
(the "Credit Facility") underwritten and agented by Deutsche Bank (formerly
Bankers Trust Company) and co-agented by the First National Bank of Chicago,
Comerica Bank and Wachovia Bank, N.A. on June 9, 1998. A total of eleven banking
institutions participate in the Credit Facility. The terms of the Credit
Facility were amended and restated as of December 4, 1998 to increase the
maximum amount available under the Credit Facility to $200.0 million. In
addition, the Credit Facility includes a sublimit of $50.0 million available in
Canadian borrowings. The Credit Facility matures on June 10, 2003 and is secured
by substantially all assets of the Company. The Credit Facility is subject to
terms and conditions typical of a credit facility of such type and size,
including financial covenants which include a total debt to pro forma EBITDA
maximum of 3.5 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. Workflow Management expects that the Credit
Facility is adequate to fund working capital and capital expenditure needs. 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.

         The Company repaid the $45.6 million of debt owed to U.S. Office
Products and other third party creditors at the Distribution Date with funds
available under the Credit Facility during Fiscal 1999. At July 9, 1999, the
Company had approximately $115.8 million outstanding under the Credit Facility,
at an annual interest rate of approximately 6.61%, and $84.2 million available
under the Credit Facility for acquisitions and working capital purposes.


                                   28
<PAGE>



     On January 19, 1999, the Company issued approximately $4.9 million in
subordinated unsecured notes with attached warrants (the "Subordinated Notes").
After the debt was structured by Wachovia Bank, N.A. with the intent to issue it
to third parties, it was purchased by certain members of the Company's
Management. The Company used the proceeds from the Subordinated Notes to
repurchase and retire Company 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 $5.0 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 Wachovia Bank, N.A., 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.

         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 for
the next twelve months. However, the Company intends to pursue acquisitions,
which are expected to be funded through cash, stock or a combination thereof.
There can be no assurance that additional sources of financing will not be
required during the next twelve months or thereafter.

FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS

         Workflow Management's envelope business is subject to seasonal
influences from holiday mailings. 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 1999 and Fiscal 1998 (in thousands, except for 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.

<TABLE>
<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>

                                        29
<PAGE>

<TABLE>
<CAPTION>


                                                                         FISCAL 1998  QUARTERS
                                                    ----------------------------------------------------------
                                                    FIRST       SECOND       THIRD       FOURTH         TOTAL
                                                    -----       ------       -----       ------         ------
<S>                                                   <C>         <C>           <C>          <C>           <C>
Revenues....................................   $    82,163  $    88,884  $    86,730  $    95,574     $  353,351
Gross profit................................        21,895       23,314       22,086       25,757         93,052
Operating income............................         4,975        4,842        4,395        2,417         16,629
Net income..................................         2,703        2,582        2,265          658          8,208

Net income per share:
    Basic...................................   $      0.19  $      0.18  $      0.13  $      0.04     $     0.51
    Diluted.................................          0.19         0.17         0.13         0.04           0.50

Weighted average shares outstanding:
    Basic...................................        14,171       14,715       17,017       17,846         15,941
    Diluted.................................        14,416       15,106       17,352       18,141         16,257

</TABLE>


INFLATION

         The Company does not believe that inflation had a material impact on
its results of operations during Fiscal 1997, Fiscal 1998 or Fiscal 1999.

NEW ACCOUNTING PRONOUNCEMENT

         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 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS 133
requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are to be recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if it is,
the type of hedge transaction. The Company believes that, due to its limited use
of derivative instruments, the adoption of SFAS 133 will not have a significant
effect on the Company's results of operations or its financial position.

YEAR 2000 ISSUE

          Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected, many
computer applications could fail or create erroneous results by or at the year
2000 (the "Year 2000 Issue" or "Year 2000").

         The Company has assessed the potential impact of the Year 2000 Issue on
its systems and the systems of major vendors, major customers and third party
service providers, and has commenced a process to remediate any non-compliance
of its systems. With respect to its internal systems, the potential Year 2000
effects extend beyond the Company's information technology systems to its
manufacturing systems and physical facilities. The Company has implemented a
three-step approach to address Year 2000 which involves the following phases:
(i) Identification, (ii) Assessment and (iii) Remediation and Testing. The
Company created a committee chaired by the Company's Chief Financial Officer and
made up of its internal audit staff, Company key management and in-house
management information systems (MIS) personnel to monitor progress of the Year
2000 Issue, including particularly assessment and remediation. The Year 2000
committee reports results of the assessment and remediation phases directly to
the Company's audit committee which is comprised of two outside members from the
Company's board of directors.

         The Company completed the identification phase of the Year 2000 Issue
and has inventoried all internal systems, including information technology (IT)
and non-IT systems, hardware, software and its proprietary software systems and
services material to its operations that are potentially susceptible to Year
2000 problems. The Company also assessed compliance and prepared plans for
completing remediation. In addition, the Company prepared and distributed
vendor, supplier and customer compliance surveys to ascertain the Year 2000
readiness of its key suppliers and business partners.

         The assessment phase involves analyzing the internal systems, vendors,
suppliers and customers recognized in the identification phase, assessing which
of the Company's systems and key business partners are Year 2000 compliant, and
planning for remediation of non-compliant systems. The Company has evaluated its
internal systems and has received a majority of the third-party compliance
surveys distributed in the identification phase.

                                    30
<PAGE>

         Based upon the assessment phase, the Company believes that the majority
of its non-IT systems, including the Company's printing presses, security
systems, time clocks and manufacturing facilities, are Year 2000 compliant. The
Company believes that there are no significant uses of micro-processing oriented
equipment within its manufacturing systems and that the cost to address any
components deemed to be non-compliant is not material. Based on information
provided by vendors and suppliers in the compliance surveys, the Company also
believes that the vast majority of its vendors and customers who have responded
to the Company's compliance surveys are Year 2000 compliant. The Company intends
to work directly with its key vendors, suppliers and distributors to avoid any
business interruptions due to the Year 2000 Issue. For major third-parties with
known Year 2000 compliance issues, contingency plans have been developed and are
expected to be fully implemented by the end of July 1999.

         In the remediation and testing phase, the Company deployed plans for
elimination, upgrade, replacement or modification of non-compliant systems and
test compliance. The Company completed the Year 2000 conversion and testing of
its proprietary distribution software system (known as GetSmart) in November
1998 and completed the Year 2000 conversion and testing of its other proprietary
software system and related services (known as Informa) in December 1998. The
Company is in the final stages of completion regarding the remediation and
testing phase for its other systems and believes that substantially all of its
systems are Year 2000 compliant.

         If the Company and its customers, suppliers and vendors were not Year
2000 compliant by January 1, 2000, the most reasonably likely worst case
scenario would be a temporary shutdown or cessation of distribution or
manufacturing operations at one or more of the Company's facilities and a
temporary inability of the Company to timely process customer orders and deliver
products to customers. Any such shutdown could have a material adverse effect on
the Company's results of operations, liquidity and financial position. The
Company's systems are not currently uniform across all operations and the
Company does not expect uniformity by the end of 1999. Therefore, the Company
does not anticipate system wide failures as a result of the Year 2000 Issue. The
Company's individual business units and Year 2000 committees are currently
identifying and considering various contingency options, including
identification of alternate suppliers, vendors and service providers, and manual
alternatives to systems operations, which would allow the Company to minimize
the risks of any unresolved Year 2000 problems on their operations and to
minimize the effect of any unforeseen Year 2000 failures.

         The Company estimates that it will incur approximately $6.0 million of
incremental expenses in connection with the Year 2000 Issue, of which
approximately $5.6 million has been incurred to date. The Company anticipates
funding future Year 2000 Issue costs with funds available from operations and
the Company's credit facility with its senior lenders.

         While costs associated with the Year 2000 Issue may be material in one
or more of the Company's fiscal quarters, the Company does not believe that the
Year 2000 Issue will have a material adverse effect on the long-term results of
operations, liquidity or financial position of the Company. However, no
assurance can be given that unforeseen circumstances will not arise as the
Company addresses the Year 2000 Issue. Specific factors that may cause the
Company to experience unanticipated problems with respect to the Year 2000 Issue
include the availability and cost of adequately trained personnel, the ability
to locate and correct all affected computer code, and the timing and success of
Year 2000 efforts by the Company's customers, suppliers and vendors.

RECENT DEVELOPMENTS

ACQUISITIONS

         On June 3, 1999, the Company acquired Graphic Management Corporation, a
commercial print broker located in Green Bay, Wisconsin, with approximate annual
revenues of $29.6 million. The results of this acquisition will be included in
the Company's consolidated results of operations from its date of acquisition.

INTEREST RATE SWAP

         On May 17, 1999, the Company entered into a three year interest rate
swap agreement with Wachovia Bank, N.A. whereby the Company exchanged its
variable interest rate on $10.0 million in Credit Facility debt for a fixed
LIBOR of 5.605%. The Company may enter into additional interest rate swap
agreements and explore other interest rate protection scenarios in the future as
changes in the economy and interest rates warrant.

                                     31
<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 24, 1999.

         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 their debt, the Company entered
into an interest rate swap on May 17, 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 $10.0 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.


                                     32
<PAGE>




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL
         STATEMENT SCHEDULE

<TABLE>
<CAPTION>


                                                                                                                     PAGE
                                                                                                                     ----
<S>                                                                                                                   <C>
CONSOLIDATED FINANCIAL STATEMENTS

   Report of Independent Accountants........................................................................          F-1
   Consolidated Balance Sheet at April 24, 1999 and April 25, 1998..........................................          F-2
   Consolidated Statement of Income for the fiscal years ended April 24, 1999, April 25, 1998
     and April 26, 1997.....................................................................................          F-3
   Consolidated Statement of Stockholders' Equity for the fiscal years ended April 24, 1999,
     April 25, 1998 and April 26, 1997......................................................................          F-4
   Consolidated Statement of Cash Flows for the fiscal years ended April 24, 1999,
     April 25, 1998 and April 26, 1997......................................................................          F-5
   Notes to Consolidated Financial Statements...............................................................          F-7

FINANCIAL STATEMENT SCHEDULE

   Schedule for the fiscal years ended April 24, 1999, April 25, 1998 and April 26,1997:
       Schedule II - Valuation and Qualifying Accounts and Reserves.........................................         F-28

</TABLE>

                                      33
<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 24, 1999 and
April 25, 1998, and the results of their operations and their cash flows for
each of the three fiscal years in the period ended April 24, 1999, in conformity
with generally accepted accounting principles. 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 generally
accepted auditing standards 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 15, 1999


                                  F-1
<PAGE>



                                    WORKFLOW MANAGEMENT, INC.
                                   CONSOLIDATED BALANCE SHEET
                                (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                         APRIL  24,      April 25,
                                                                                           1999            1998
                                                                                         ----------      ---------
<S>                                                                                       <C>              <C>
       ASSETS
Current assets:
   Cash and cash equivalents......................................................  $         607         $  234
   Accounts receivable, less allowance for doubtful accounts of $4,481 and
     $2,859, respectively.........................................................         78,807         56,328
   Inventories....................................................................         36,152         32,655
   Notes receivable from officers.................................................          1,958
   Prepaid expenses and other current assets......................................          6,921          3,346
                                                                                    -------------  -------------
       Total current assets.......................................................        124,445         92,563

Property and equipment, net.......................................................         43,138         33,210
Notes receivable from employees...................................................                         3,703
Intangible assets, net............................................................         64,488         14,014
Other assets......................................................................          6,501          4,556
                                                                                    -------------  -------------
       Total assets...............................................................  $     238,572    $   148,046
                                                                                    =============  =============


       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Short-term debt................................................................  $       1,079       $  5,855
   Short-term payable to U.S. Office Products.....................................                        13,536
   Accounts payable...............................................................         34,712         25,370
   Accrued compensation...........................................................          9,391          4,916
   Other accrued liabilities......................................................         12,089          7,893
                                                                                    -------------  -------------
       Total current liabilities..................................................         57,271         57,570

Long-term debt....................................................................        107,223          7,065
Subordinated related party debt...................................................          4,878
Long-term payable to U.S. Office Products.........................................                        19,221
Deferred income taxes.............................................................          4,749          4,682
Other long-term liabilities.......................................................             18             17
                                                                                    -------------  -------------
       Total liabilities..........................................................        174,139         88,555
                                                                                    -------------  -------------

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,
       12,585,598 and no shares, respectively, issued and outstanding.............             13
   Additional paid in capital.....................................................         46,934
   Divisional equity..............................................................                        50,270
   Accumulated other comprehensive loss...........................................         (1,880)        (1,056)
   Retained earnings..............................................................         19,366         10,277
                                                                                    -------------  -------------
       Total stockholders' equity.................................................         64,433         59,491
                                                                                    -------------  -------------
       Total liabilities and stockholders' equity.................................  $     238,572   $    148,046
                                                                                    =============  =============
</TABLE>



           See accompanying notes to consolidated financial statements.

                                     F-2
<PAGE>

                            WORKFLOW MANAGEMENT, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>




                                                                                 FISCAL YEAR ENDED
                                                              --------------------------------------------------
                                                                    APRIL 24,         APRIL 25,        APRIL 26,
                                                                        1999              1998           1997
                                                              ---------------   ---------------  ---------------
<S>                                                                  <C>                 <C>              <C>
Revenues....................................................  $       390,952   $       353,351       $  327,381
Cost of revenues............................................          278,836           260,299          236,340
                                                              ---------------   ---------------  ---------------
       Gross profit.........................................          112,116            93,052           91,041

Selling, general and administrative expenses................           86,298            73,492           70,745
Amortization expense........................................              779               309              204
Restructuring costs.........................................                                872
Strategic restructuring plan costs..........................            3,818             1,750
Non-recurring acquisition costs.............................                                               5,006
                                                              ---------------   ---------------  ---------------
       Operating income.....................................           21,221            16,629           15,086

Other (income) expense:
   Interest expense.........................................            5,106             2,210            4,561
   Interest income..........................................             (171)             (274)             (25)
   Other....................................................             (167)             (258)             632
                                                              ---------------   ---------------- ---------------
Income before provision for income
  taxes and extraordinary item..............................           16,453            14,951            9,918
Provision for income taxes..................................            7,364             6,743            3,690
                                                              ---------------   ---------------  ---------------
Income before extraordinary item............................            9,089             8,208            6,228
Extraordinary item--loss on early termination
  of credit facility, net of income taxes...................                                                 798
                                                              ---------------   ---------------  ---------------
Net income..................................................  $         9,089   $         8,208        $   5,430
                                                              ===============   ===============  ===============


Net income per share:
   Basic:
       Income from before extraordinary item................  $          0.65   $          0.51        $    0.52
       Extraordinary item...................................                                                0.07
                                                              ---------------   ---------------  ---------------
       Net income...........................................  $          0.65   $          0.51        $    0.45
                                                              ===============   ===============  ===============

   Diluted:
       Income from before extraordinary item................  $          0.64   $          0.50        $    0.51
       Extraordinary item...................................                                                0.07
                                                              ---------------   ---------------  ---------------
       Net income...........................................  $          0.64   $          0.50        $    0.44
                                                              ===============   ===============  ===============



Weighted average shares outstanding:
   Basic....................................................           14,077            15,941           12,003
   Diluted..................................................           14,139            16,257           12,235


</TABLE>




         See accompanying notes to consolidated financial statements.

                                 F-3
<PAGE>



                                    WORKFLOW MANAGEMENT, INC.
                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (IN THOUSANDS, EXCEPT SHARES)

<TABLE>
<CAPTION>



                                          Common Stock                                   Accumulated
                                     ---------------------    Additional                    Other
                                        Number                 Paid In    Divisional    Comprehensive       Retained
                                     of Shares      Amount     Capital       Equity     Income (Loss)       Earnings
                                     ------------   ------    ----------   ----------   -------------    --------------
<S>                                   <C>           <C>         <C>         <C>            <C>           <C>
Balance at April 30, 1996..........                    $           $        $   11,790    $    352        $   16,978
   Transactions of Pooled Companies:
     Retirement of common
         stock.....................                                               (477)
     Cash dividends................                                                                           (6,102)
     Undistributed earnings of
        subchapter
        S corporations.............                                             14,237                       (14,237)
   Capital contribution by U.S.
      Office Products..............                                             20,064
   Comprehensive income:
      Net income...................                                                                            5,430
      Foreign currency
        translation adjustment.....                                                           (255)

   Total comprehensive income

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

Balance at April 26, 1997                                                       45,614          97            2,069
   Issuance of U.S. Office
      Products common stock
      in conjunction with
      acquisition..................                                              2,112
   Capital contribution by U.S.
      Office Products..............                                              2,544
   Comprehensive income:
      Net income...................                                                                           8,208
      Foreign currency
        translation adjustment.....                                                          (1,153)

   Total comprehensive income
                                     ------------   -------    ----------   -----------  ------------     -------------
Balance at April 25, 1998..........                                              50,270      (2,056)         10,277







                                                                   Total         Total
                                                                Stocholders'  Comprehensive
                                                                   Equity        Income
                                                                 ------------  -------------

Balance at April 30, 1996...........                              $  29,120
   Transactions of Pooled Companies:
     Retirement of common
         stock......................                                   (477)
     Cash dividends.................                                 (6,102)
     Undistributed earnings of
        subchapter
        S corporations
   Capital contribution by U.S.
      Office Products...............                                 20,064
   Comprehensive income:
      Net income....................                                  5,430        $  5,430
      Foreign currency
        translation adjustment......                                   (255)           (255)
                                                                                     ------
   Total comprehensive income.......                                               $  5,175
                                                                                     ======
                                                                   ------------  ----------

Balance at April 26, 1997                                            47,780
   Issuance of U.S. Office
      Products common stock
      in conjunction with
      acquisition....................                                 2,112
   Capital contribution by U.S.
      Office Products.                                                2,544
   Comprehensive income:
      Net income.....................                                 8,208        $  8,208
      Foreign currency
        translation adjustment.......                                (1,153)         (1,153)
                                                                                   --------
   Total comprehensive income........                                              $  7,055
                                                                  ----------       ========

Balance at April 25, 1998............                                59,491





                                                     Common Stock                                    Accumulated
                                              ---------------------     Additional                      Other
                                                 Number                  Paid In      Divisional    Comprehensive      Retained
                                              of Shares        Amount     Capital       Equity     Income (Loss)       Earnings
                                             ------------     ------    ----------   ----------     -------------   --------------
   Balance at April 25, 1998.....                                                       50,270         (1,056)        10,277
   Compensation charge for
      options tendered in
      strategic restructuring....                                                        2,956
   Capital contribution by U.S.
      Office Products............                                                        6,295
   Distribution of common stock
      in strategic restructuring.             14,642,981        15         9,506       (59,521)
   Retirement of common
      stock......................             (2,066,259)       (2)      (12,636)
   Issuance of common stock
      to outside members of the
      board of directors.........                  6,000                      42
   Exercise of stock options, net
     of tax benefits.............                  2,876                      22
   Comprehensive income:
      Net income.................                                                                                      9,089
      Foreign currency
        translation adjustment...
   Total comprehensive income....                                                                        (824)
                                             -----------  ---------   ----------    ----------      ----------    -----------
Balance at April 24, 1999........             12,585,598   $    13    $   46,934     $               $ (1,880)   $    19,366
                                              ==========  =========   ==========    ==========      ==========    ===========

</TABLE>
                                                  Total          Total
                                              Stockholders'  Comprehensive
                                                 Equity         Income
                                              -------------  -------------
   Compensation charge for
      options tendered in
      strategic restructuring.....                 2,956
   Capital contribution by U.S.
      Office Products.............                 6,295
   Distribution of common stock
      in strategic restructuring
   Retirement of common
      stock.......................               (12,638)
   Issuance of common stock
      to outside members of the
      board of directors..........                    42
   Exercise of stock options, net
     of tax benefits..............                    22
   Comprehensive income:
      Net income..................                 9,089      $  9,089
      Foreign currency
        translation adjustment....                  (824)         (824)
   Total comprehensive income.....                            $  8,265
                                               ---------      ========

Balance at April 24, 1999                      $  64,433
                                                =========


            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 24,       APRIL 25,      APRIL 26,
                                                                                       1999            1998           1997
                                                                                ----------------------------------------------
<S>                                                                                   <C>               <C>            <C>
Cash flows from operating activities:
   Net income..............................................................  $       9,089   $       8,208       $  5,430
   Adjustments to reconcile net income to net cash provided by operating
     activities:
     Depreciation and amortization expense.................................          7,033           6,722          5,982
     Compensation charge for options tendered in the strategic restructuring         2,956
     Other strategic restructuring plan costs, net of cash paid............         (1,750)          1,750
     Restructuring costs, net of cash paid.................................           (208)            467
     Non-recurring acquisition costs.......................................                                         5,006
     Amortization of deferred financing costs..............................            545                            487
     Deferred income taxes.................................................         (1,914)            (17)          (660)
     Gains on the disposal of assets.......................................           (224)
     Extraordinary losses .................................................                                           798
     Changes in current assets and liabilities (net of assets acquired and
       liabilities assumed in business combinations accounted for under the
       purchase method):
       Accounts receivable.................................................         (2,217)         (3,701)            25
       Inventories.........................................................          3,221          (5,561)        (3,175)
       Prepaid expenses and other current assets...........................            964             725            249
       Accounts payable....................................................         (1,743)         (2,738)         4,643
       Accrued liabilities.................................................          9,531          (1,349)           894
                                                                             -------------   -------------  -------------
           Net cash provided by operating activities.......................         25,283           4,506         19,679
                                                                             -------------   -------------  -------------

Cash flows from investing activities:
   Cash paid in acquisitions, net of cash received.........................        (70,125)        (12,756)
   Additions to property and equipment.....................................         (7,696)         (4,442)        (9,450)
   Issuance of notes receivable from officers..............................         (1,958)
   Cash collection of notes receivable from employees......................          3,703
   Proceeds from the sale of investments, net..............................            230
   Cash received on the sale of property and equipment.....................            151             141          2,199
   Payments of non-recurring acquisition costs.............................                           (906)        (4,100)
   Other...................................................................             35                         (2,739)
                                                                             -------------   -------------  -------------
           Net cash used in investing activities...........................        (75,660)        (17,963)       (14,090)
                                                                             -------------   -------------  -------------

Cash flows from financing activities:
   Proceeds from credit facility borrowings................................        157,834
   Payments of credit facility borrowings..................................        (53,234)
   Proceeds from issuance of subordinated related party debt...............          4,878
   Payments of other long-term debt........................................         (7,475)         (3,638)       (23,135)
   Proceeds from issuance of other long-term debt..........................             29           1,771          1,178
   Proceeds from (payments of) short-term debt, net........................         (5,279)          2,263        (19,414)
   Retirement of common stock..............................................        (12,638)                          (477)
   Payments of deferred financing costs....................................         (3,544)
   Advances from (payments to) U.S. Office Products........................        (36,096)          8,574         24,183
   Capital contributed by U.S. Office Products.............................          6,295           2,544         20,064
   Payments of dividends at Pooled Companies...............................                                        (6,141)
   Payments to terminate credit facilities.................................                                          (974)
   Proceeds from issuance of common stock..................................             62
                                                                             -------------   -------------  -------------
           Net cash provided by (used in) financing activities.............         50,832          11,514         (4,716)
                                                                             -------------   -------------  -------------

Effect of exchange rates on cash and cash equivalents......................            (82)              9            (29)
                                                                             -------------   -------------  -------------

Net increase (decrease) in cash and cash equivalents.......................            373          (1,934)           844
Cash and cash equivalents at beginning of period...........................            234           2,168          1,324
                                                                             -------------   -------------  -------------
Cash and cash equivalents at end of period.................................  $         607   $         234    $     2,168
                                                                             =============   =============  =============
</TABLE>

                                      F-5
<PAGE>



                            WORKFLOW MANAGEMENT, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                          (IN THOUSANDS, EXCEPT SHARES)
<TABLE>
<CAPTION>



                                                                                             FOR THE FISCAL YEAR ENDED
                                                                                ----------------------------------------------
                                                                                    APRIL 24,        APRIL 25,      APRIL 26,
                                                                                       1999            1998           1997
                                                                                ----------------------------------------------
<S>                                                                                  <C>               <C>              <C>
Supplemental disclosures of cash flow information:
   Interest paid...........................................................    $    3,096        $    1,359        $  2,063
   Income taxes paid.......................................................    $    6,163        $    8,633        $  3,390

</TABLE>

         The Company issued cash and common stock in connection with certain
business combinations accounted for under the purchase method during Fiscal 1999
and Fiscal 1998. There were no business combinations accounted for under the
purchase method in Fiscal 1997. The fair values of the assets and liabilities of
the acquired companies at the dates of the acquisitions are presented as
follows:

<TABLE>
<CAPTION>



                                                                                       FOR THE  FISCAL YEAR ENDED
                                                                                      ------------------------------
                                                                                        APRIL 24,      APRIL 25,
                                                                                           1999          1998
                                                                                      ------------    --------------
<S>                                                                                           <C>           <C>
Accounts receivable...............................................................  $      20,547   $      2,257
Inventories.......................................................................          7,056            465
Prepaid expenses and other current assets.........................................          1,499            105
Property and equipment............................................................          9,075          2,748
Intangible assets.................................................................         50,074         13,269
Other assets......................................................................            128             (9)
Short-term debt...................................................................           (505)
Accounts payable..................................................................         (9,575)          (464)
Accrued liabilities...............................................................         (4,594)          (572)
Long-term debt....................................................................         (2,972)        (2,817)
Other long-term liabilities.......................................................           (608)          (114)
                                                                                    -------------  -------------
       Net assets acquired........................................................  $      70,125   $     14,868
                                                                                    =============  =============


The acquisitions were funded as follows:
U.S. Office Products' common stock................................................  $               $      2,112
Cash paid, net of cash received...................................................         70,125         12,756
                                                                                    -------------  -------------
       Total......................................................................  $      70,125   $     14,868
                                                                                    =============  =============
</TABLE>



Noncash transactions:

o    During Fiscal 1999, the Company issued 14,642,981 shares of Company Common
     Stock to the shareholders of U.S. Office Products Company under the
     Workflow Distribution.

o    During Fiscal 1999, the Company accrued $1,188 as additional purchase
     consideration for earn-outs.



          See accompanying notes to consolidated financial statements.

                                  F-6
<PAGE>



                            WORKFLOW MANAGEMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS 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 14,642,981 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.

         The Print Management Division was created by U.S. Office Products in
January 1997 and completed seven business combinations accounted for under the
pooling-of-interests method during the period from January 1997 to April 1997
(the "Pooled Companies"). As a result of these business combinations being
accounted for under the pooling-of-interests method, the results of the Company
prior to the completion of such business combinations represent the combined
results of the Pooled Companies operating as separate autonomous entities.


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 assets, liabilities, divisional equity, revenues and
expenses that were directly related to the Company as it was operated within
U.S. Office Products. Upon the Distribution, divisional equity was reclassified
to common stock and additional paid-in capital. In cases involving assets and
liabilities not specifically identifiable to any particular business of U.S.
Office Products, only those assets and liabilities transferred to the Company
prior to the Distribution were included in the Company's separate consolidated
balance sheet. 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 1999", "Fiscal 1998" and "Fiscal
1997" refer to the Company's fiscal years ended April 24, 1999, April 25, 1998
and April 26, 1997, respectively. The Company's fiscal year-end is defined as
the last Saturday in April.

RECLASSIFICATIONS

         Certain reclassifications have been made in the Fiscal 1997 and Fiscal
1998 financial statements to conform to the Fiscal 1999 presentation.

                                 F-7
<PAGE>



                    WORKFLOW MANAGEMENT, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


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
14.3% and 11.4% of the Company's revenues for Fiscal 1999 and Fiscal 1998,
respectively. The Company's single largest customer accounted for 4.5% and 4.4%
of revenues for Fiscal 1999 and Fiscal 1998, 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 24, 1999.

         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.

                                 F-8
<PAGE>



                       WORKFLOW MANAGEMENT, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


EARN-OUT AGREEMENTS

         Several of the acquisition agreements for the Company's 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 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.

         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
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.

COMPREHENSIVE INCOME

         Effective the beginning of Fiscal 1999, the Company adopted SFAS No.
130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 establishes
standards for reporting and display of comprehensive income and its components
(revenues, expenses, gains, and losses) in a full set of general-purpose


financial statements. SFAS 130 requires the Company's foreign currency
translation adjustments, which prior to adoption were reported separately in
stockholders' equity, to be included in accumulated other comprehensive income.
Prior year amounts have been reclassified to conform to the requirements of SFAS
130. The adoption of SFAS 130 had no impact on the Company's net income or
stockholders' equity.

                                    F-9
<PAGE>



                         WORKFLOW MANAGEMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


REVENUE RECOGNITION

         Revenue is recognized when title of goods 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 1999, Fiscal 1998 and Fiscal 1997 was $854, $899 and $1,410,
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. 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.

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)."

NON-RECURRING ACQUISITION COSTS

         Non-recurring acquisition costs represent acquisition costs incurred by
the Company in business combinations accounted for under the
pooling-of-interests method. These costs include accounting, legal, and
investment banking fees, real estate and environmental assessments and
appraisals and various regulatory fees. Generally accepted accounting principles
("GAAP") require the Company to expense all acquisition costs (both those paid
by the Company and those paid by the sellers of the acquired companies) related
to business combinations accounted for under the pooling-of-interests method.

 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-10
<PAGE>



                         WORKFLOW MANAGEMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


NEW ACCOUNTING PRONOUNCEMENT

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"). SFAS 133 is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000. SFAS 133 requires that all derivative instruments
be recorded on the balance sheet at their fair value. Changes in the fair value
of derivatives are to be recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. The Company
believes that, due to its limited use of derivative instruments, the adoption of
SFAS 133 will not have a significant effect on the Company's results of
operations or its financial position.


NOTE 4--BUSINESS COMBINATIONS

POOLING-OF-INTERESTS METHOD

         In Fiscal 1997, the Company issued 1,449,135 shares of U.S. Office
Products common stock to acquire the Pooled Companies. The Pooled Companies and
the number of shares issued are as follows:


                                                                NUMBER OF
                                                              SHARES ISSUED
                                                              -------------
SFI Corp.............................................            386,275
Hano Document Printers, Inc. ........................             97,525
United Envelope Co., Inc.*...........................            381,818
Data Business Forms Limited..........................            583,517
                                                              ----------
       Total shares issued...........................          1,449,135
                                                              ==========

--------

         *   Includes  shares issued for the  acquisitions of United Envelope
             Co., Inc., Rex Envelope Co., Inc., Huxley Envelope Corp. and Pocono
             Envelope Corp. which were simultaneously acquired in the aggregate.

         The Company's consolidated financial statements give retroactive effect
to the acquisitions of the Pooled Companies for all periods presented.

         The following presents the separate results, in each of the periods
presented, of the Company (excluding the results of Pooled Companies prior to
the dates on which they were acquired), and the Pooled Companies up to the dates
on which they were acquired:

                                              WORKFLOW
                                             MANAGEMENT,  POOLED
                                               INC.       COMPANIES   COMBINED
                                             ----------   ---------   --------
For the fiscal year ended April 26, 1997
   Revenues............................... $   29,373  $  298,008   $  327,381
   Net income (loss)...................... $      (61) $    5,491   $    5,430


                                       F-11
<PAGE>

                           WORKFLOW MANAGEMENT, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


PURCHASE METHOD

         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
acquisitions. 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.

The presentation below summarizes the Company's Fiscal 1999 acquisitions:

<TABLE>
<CAPTION>

                                      PRINCIPAL                MONTH               OPERATING
      NAME OF ACQUISITION             LOCATION                ACQUIRED              DIVISION
------------------------------        ---------               --------        --------------------------
<S>                                      <C>                   <C>            <C>

Penn-Grover Envelope Corp.        Long Island, NY            October  '98    Fulfillment
Danziger Graphics, Inc. and
  H. Roy Danziger, Inc.           Freeport, NY               October  '98    Integrated Business Services
Caltar, Inc.                      Santa Fe Springs, CA       November '98    Integrated Business Services
Direct Pro LLC                    New York, NY               November '98    Integrated Business Services
Premier Graphics, Inc.            Columbia, SC               February '99    Fulfillment
Pacific Admail, Inc.              Santa Ana, CA              February '99    Fulfillment
Superior Graphics, Inc.           New York, NY                  March '99    Integrated Business Services
Freedom Graphics Services, Inc.   Englewood, NJ                 March '99    Integrated Business Services
Sundog Printing Limited           Calgary, Alberta              March '99    Fulfillment
TLB, Inc.                         Lorton, VA                    April '99    Fulfillment
Eagle Envelope Co., Incorporated  New York, NY                  April '99    Fulfillment
Universal Folding Box, Co., Inc.  Hoboken, NJ                   April '99    Fulfillment

</TABLE>


         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 1999 and Fiscal 1998 and includes the Company's
consolidated financial statements and the results of the purchase acquisitions
completed in Fiscal 1999 and Fiscal 1998 as if they had been made at the
beginning of Fiscal 1998. 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, reductions in
executive compensation of $5,175 and $4,872 for Fiscal 1999 and Fiscal 1998,
respectively, at the acquired companies and the inclusion of a federal income
tax provision on all earnings:

<TABLE>
<CAPTION>


                                                     FOR THE
                                                  FISCAL YEAR ENDED
                                       -----------------------------------------
                                       APRIL 24, 1999             APRIL 25, 1998
                                       --------------             --------------
<S>                                            <C>                      <C>
Revenues..........................      $     494,335             $    479,198
Net income........................             14,720                   15,491
Net income per share:
   Basic..........................      $        1.05             $       0.97
   Diluted........................               1.04                     0.95

</TABLE>


       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 occurred at the beginning of Fiscal 1998 or
the results which may occur in the future.

                                  F-12
<PAGE>



                        WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE 5--RESTRUCTURING COSTS

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

<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
                                                                  ==============  =============  =============  ==============

</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.


NOTE 7--INVENTORIES

         Inventories consist of the following:


                                      APRIL 24,                 APRIL 25,
                                        1999                      1998
                                     -----------               ------------

Raw materials.......................$    10,309                $   6,638
Work-in-process.....................      2,123                    1,379
Finished Goods......................     23,720                   24,638
                                     -----------               -----------
       Total inventories            $    36,152                $  32,655
                                     ===========               ===========


                                  F-13
<PAGE>



                        WORKFLOW MANAGEMENT, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE 8--PROPERTY AND EQUIPMENT

         Property and equipment consists of the following:


                                                  APRIL 24,         APRIL 25,
                                                    1999             1998
                                                  ----------       ------------

Land............................................$     1,004            1,013
Buildings.......................................      4,749            4,755
Furniture and fixtures..........................     33,911           30,524
Computer equipment..............................     12,621            8,893
Warehouse equipment.............................     12,359            9,053
Equipment under capital leases..................      3,037            1,021
Leasehold improvements..........................      4,400            3,365
                                                  -----------      ------------
                                                     72,081           58,624
Less: Accumulated depreciation..................    (28,943)         (25,414)
                                                  -----------      ------------
Net property and equipment......................$    43,138        $  33,210
                                                  ===========      ============



Depreciation  expense for Fiscal  1999,  Fiscal 1998 and Fiscal 1997 was $6,254,
$6,413 and $5,778, respectively.


NOTE 9--INTANGIBLE ASSETS

Intangible assets consist of the following:


                                                   APRIL 24,       APRIL 25,
                                                      1999          1998
                                                  ----------       ---------

Goodwill...................................     $    65,043       $  14,056
Non-compete agreements.....................             333             333
Other......................................             732             485
                                                  ----------       ---------
                                                     66,108          14,874
Less: Accumulated amortization.............          (1,620)           (860)
                                                  ----------       ---------
       Net intangible assets...............     $    64,488       $  14,014
                                                  ==========       =========


Amortization  expense for Fiscal  1999,  Fiscal 1998 and Fiscal 1997 was $779,
$309 and $204, respectively.


NOTE 10--DEBT

SHORT-TERM DEBT

         Short-term debt consists of the following:


                                               APRIL 24,          APRIL 25,
                                                 1999               1998
                                              ----------        -----------

Current maturities of long-term debt........$     1,079           $  5,251
Other.......................................                           604
                                              ----------        -----------
       Total short-term debt............... $     1,079           $  5,855
                                              ==========        ===========

                                   F-14
<PAGE>



                          WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


LONG-TERM DEBT

         Long-term debt consists of the following:

<TABLE>
<CAPTION>



                                                                               APRIL 24,             APRIL 25,
                                                                                  1999                 1998
                                                                               ----------           -----------
<S>                                                                                 <C>                   <C>

Revolving credit facility...................................................  $   104,600           $
Subordinated related party debt.............................................        4,878
Notes payable, secured by certain assets of the Company, weighted average
  interest rates of 6.30% and 8.74%, respectively...........................        1,319              12,011
Capital lease obligations, weighted average interest rates of 9.53%
  and 8.86%, respectively...................................................        2,383                 305
                                                                               -----------          -----------
                                                                                  113,180              12,316
Less: Current maturities of long-term debt..................................       (1,079)             (5,251)
                                                                               -----------          -----------
       Total long-term debt.................................................  $   112,101           $   7,065
                                                                               ===========          ===========
</TABLE>


MATURITIES OF LONG-TERM DEBT

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

 Fiscal year:
   2000......................................... $      1,079
   2001.........................................          568
   2002.........................................          436
   2003.........................................          376
   2004.........................................      105,008
   Thereafter...................................        5,713
                                                  -----------
       Total maturities of long-term debt....... $    113,180
                                                  ===========
REVOLVING CREDIT FACILITY

          The Company entered into a secured $150,000 revolving credit facility
(the "Credit Facility") underwritten and agented by Deutsche Bank (formerly
Bankers Trust Company) on June 9, 1998. The terms of the Credit Facility were
amended and restated as of December 4, 1998 to increase the maximum amount
available under the Credit Facility to $200,000. The Credit Facility matures on
June 10, 2003 and is secured by substantially all assets of the Company. The
Credit Facility is subject to terms and conditions typical of a credit facility
of such type and size, including certain financial covenants. 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 April 24, 1999, the average rate of interest
for funds borrowed against the Credit Facility was 6.84%. Interest expense for
Fiscal 1999 relating to the Credit Facility was $3,551.


                                 F-15
<PAGE>



                       WORKFLOW MANAGEMENT, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


SUBORDINATED RELATED PARTY DEBT

         On January 19, 1999, the Company issued $4,878 in subordinated
unsecured notes with attached warrants (the "Subordinated Notes") to certain
members of the Company's management. The Company used the proceeds from the
Subordinated Notes to repurchase and retire Company 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 Wachovia Bank, N.A., 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 1999 relating to
the Subordinated Notes was $193. At April 24, 1999, no warrants had been issued
on the Subordinated Notes.

PAYABLE TO U.S. OFFICE PRODUCTS

         The short-term payable to U.S. Office Products was incurred by the
Company primarily as a result of U.S. Office Products repaying short-term debt
outstanding at the businesses acquired by U.S. Office Products at or soon after
the respective dates of acquisition and through the centralized cash management
system, which involves daily advances or sweeps of cash to keep the cash balance
at or near zero on a daily basis.

         The long-term payable to U.S. Office Products primarily represents
payments made by U.S. Office Products on behalf of the Company and a reasonable
allocation by U.S. Office Products of certain general corporate expenses.
Interest was allocated to the Company based upon the Company's average
outstanding payable balance with U.S. Office Products at U.S. Office Products
average interest rate during such period. U.S. Office Products allocated $1,319
of interest expense to the Company during Fiscal 1998. There was no significant
amount of intercompany debt outstanding during prior periods and, therefore, no
interest expense was allocated to the Company by U.S. Office Products during
such periods.

         At the Distribution Date, U.S. Office Products allocated $30,000 of
debt plus the amount of any additional debt incurred after January 12, 1998 in
connection with the acquisition of entities that became subsidiaries of the
Company. The allocation included debt outstanding with third parties and the
balance represented intercompany debt payable to U.S. Office Products. The debt
payable to U.S. Office Products was repaid upon the completion of the
Distribution with funds available under the Credit Facility.


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 24,    APRIL 25,    APRIL 26,
                                             1999          1998         1997
                                            --------     ---------    ---------

Domestic...............................  $     8,744  $     9,754  $      4,006
Foreign................................        7,709        5,197         5,912
                                            ---------    ---------    ---------
       Total...........................  $    16,453  $    14,951  $      9,918
                                            ========     =========    =========
                                     F-16
<PAGE>



                          WORKFLOW MANAGEMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


         The provision for income taxes consists of:

                                                   FOR THE FISCAL YEAR ENDED
                                             -----------------------------------
                                             APRIL 24,    APRIL 25,    APRIL 26,
                                               1999         1998        1997
                                             ----------    ---------    --------

Income taxes currently payable:
   Federal...............................  $     3,476  $     3,066     $  196
   State.................................        1,908        1,419        628
   Foreign...............................        3,894        2,275       3,526
                                             ----------    ---------    --------
                                                 9,278        6,760       4,350

Deferred income tax expense (benefit)....       (1,914)         (17)       (660)
                                             ----------    ---------    --------
       Total provision for income taxes... $     7,364  $     6,743     $ 3,690
                                            ===========    =========    ========


         Deferred taxes are comprised of the following:


                                                       APRIL 24,     APRIL 25,
                                                         1999         1998
                                                     ------------   -----------

Current deferred tax assets:
   Inventory.....................................  $     1,067         $  112
   Allowance for doubtful accounts...............        1,589            546
   Accrued liabilities...........................          393            710
                                                   -----------    -----------
       Total current deferred tax assets.........        3,049          1,368
                                                   -----------    -----------

Long-term deferred tax liabilities:
   Property and equipment........................       (3,986)        (3,701)
   Intangible assets.............................          (53)           144
   Other.........................................         (710)        (1,125)
                                                   -----------    -----------
       Total long-term deferred tax liabilities..       (4,749)        (4,682)
                                                   -----------    -----------
       Net deferred tax liability................  $    (1,700)     $  (3,314)
                                                   ===========    ===========


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

<TABLE>
<CAPTION>


                                                                    FOR THE FISCAL YEAR ENDED
                                                              ----------------------------------
                                                              APRIL 24,    APRIL 25,    APRIL 26,
                                                                1999         1998        1997
                                                              ---------    ---------    ---------
<S>                                                               <C>           <C>           <C>
U.S. federal statutory rate.............................         34.7%        35.0%        35.0%
State income taxes, net of federal income tax benefit...          7.5          6.4          6.8
Subchapter S corporation income not subject to
  corporate level taxation..............................                                  (24.6)
Foreign earnings not subject to U.S. taxes..............        (16.3)       (13.2)       (21.4)
Nondeductible goodwill amortization.....................          0.6          0.7
Nondeductible acquisition costs/restructuring costs.....                       2.3         11.8
Foreign taxes...........................................         18.7         15.2         25.6
Other...................................................         (0.4)        (1.3)         4.0
                                                          -----------  -----------  -----------
Effective income tax rate...............................         44.8%        45.1%        37.2%
                                                          ===========  ===========  ===========

</TABLE>


          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 these acquisitions by the Company.

                                      F-17
<PAGE>



                         WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS 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:
   2000..................................  $       739           $   5,749
   2001..................................          641               5,406
   2002..................................          481               4,512
   2003..................................          391               3,853
   2004..................................          391               3,057
Thereafter...............................          358              10,226
                                               --------          ---------
Total minimum lease payments.............        3,001           $  32,803
                                                                 =========
Less: Amounts representing interest......         (618)
                                               --------
Present value of net minimum lease
  payments...............................  $     2,383
                                               ========

          Rent expense for all operating leases for Fiscal 1999, Fiscal 1998 and
Fiscal 1997 was $6,188, $8,406 and $4,928, 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-18
<PAGE>



                        WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


         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. Thus, due to the
preliminary nature of this action, it is not possible at this time to assess the
outcome of the claims. In accordance with SFAS No. 5, "Accounting for
Contingencies," no provision has been recorded in the accompanying financial
statements.

         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.

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 24, 1999
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 1999, expense associated with the 401(k) Plan was $389.

         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
1999, Fiscal 1998 and Fiscal 1997, the subsidiaries incurred expenses totaling
$181, $136 and $481, respectively, related to these plans.


                                   F-19

<PAGE>



                       WORKFLOW MANAGEMENT, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE 15--STOCKHOLDER'S EQUITY

EARNINGS PER SHARE

         In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share"
("SFAS 128"). SFAS 128 establishes standards for computing and presenting
earnings per share ("EPS"). SFAS 128 requires dual presentation of basic and
diluted EPS on the face of the consolidated statement of income. Basic EPS
excludes dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. The following information presents the Company's computations
of basic and diluted EPS for the periods presented in the consolidated statement
of income.

                                                 FOR THE FISCAL YEAR ENDED
                                             -----------------------------------
                                             APRIL 24,    APRIL 25,    APRIL 26,
                                              1999           1998        1997
                                             ---------    ---------    --------
BASIC EARNINGS PER SHARE:

   Net income............................  $     9,089  $     8,208    $  5,430
                                           ===========  ===========    ========


   Weighted average number of
       common shares outstanding.........   14,076,680   15,940,804   12,003,450
                                           ===========  ===========  ===========

   Basic earnings per share..............  $      0.65  $      0.51    $    0.45
                                            ===========  =========== ===========


DILUTED EARNINGS PER SHARE:

   Net income............................  $     9,089  $     8,208    $   5,430
                                           ===========  ===========   ==========


   Weighted average number of:
       Common shares outstanding.........   14,076,680   15,940,804   12,003,450
       Potentially dilutive shares*......       62,069      316,153      231,320
                                           -----------  -----------  -----------
           Total.........................   14,138,749   16,256,957   12,234,770
                                           ===========  ===========  ===========

Diluted earnings per share...............  $      0.64  $      0.50      $  0.44
                                           ===========  ===========  ===========



* 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.

RETIREMENT OF COMPANY COMMON STOCK

         In August 1998, the Company's board of directors approved a stock
repurchase program plan (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 2,066,259 shares of Company Common Stock had been purchased and retired
at a cost of $12,638.


                                   F-20
<PAGE>



                        WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

CAPITAL CONTRIBUTION BY U.S. OFFICE PRODUCTS

         During the Fiscal 1999, Fiscal 1998 and Fiscal 1997, U.S. Office
Products contributed $6,295, $2,544 and $20,064 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 4,387,580 shares, including the issuance of 600,000 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 24, 1999,
489,606 shares have been issued under the Plan.


                                  F-21
<PAGE>



                        WORKFLOW MANAGEMENT, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS 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 1999, Fiscal 1998 and Fiscal 1997.

                                         FOR THE FISCAL YEAR ENDED
                                     -------------------------------------
                                     APRIL 24,     APRIL 25,      APRIL 26,
                                      1999           1998           1997
                                     ---------     ---------      ---------
Net income:
  As reported......................  $  9,089      $  8,208        $ 5,430
  Pro forma........................  $  1,554      $  6,903        $ 5,184

Net income per share:
  As reported:
     Basic.........................  $   0.65      $   0.51        $  0.45
     Diluted.......................  $   0.64      $   0.50        $  0.44
  Pro forma:
     Basic.........................  $   0.11      $   0.43        $  0.43
     Diluted.......................  $   0.11      $   0.42        $  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 1999, Fiscal 1998 and Fiscal
1997, respectively.


                                               FOR THE FISCAL YEAR ENDED
                                       ---------------------------------------
                                       APRIL 24,      APRIL 25,      APRIL 26,
                                          1999           1998         1997
                                       ---------      ---------      ---------

Expected life of option..............  3.7 years      7.0 years      7.0 years
Risk free interest rate..............      5.59%          6.36%          6.66%
Expected volatility of the Workflow
   Management Stock..................      53.3%
Expected volatility of the U.S.
   Office Products Stock.............                     44.1%          44.0%

         The weighted-average fair value of options granted was $3.91, $6.37and
$3.99 for Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively.


                                   F-22
<PAGE>



                        WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


         The summary of option transactions follows:

                                    OPTIONS OUTSTANDING      OPTIONS EXERCISABLE
                                    -------------------      -------------------
                                              WEIGHTED-                WEIGHTED-
                                              AVERAGE                   AVERAGE
                                              EXERCISE                 EXERCISE
                                    OPTIONS    PRICE         OPTIONS    PRICE
                                    --------  ---------      -------   ---------

Balance at April 30, 1996........
   Granted.......................   649,093  $   7.15
                                    --------

Balance at April 26, 1997........    649,093     7.15        291,153    $  6.86
   Granted.......................  1,225,375    11.78
   Exercised.....................   (114,106)    7.04
   Canceled......................    (66,539)   10.42
                                    ---------

Balance at April 25, 1998........  1,693,823    10.38        172,768       7.01
   Granted.......................  3,276,777     8.88
   Exercised.....................   (375,500)    9.41
   Canceled......................    (73,599)   10.97
                                    ---------

Balance at April 24, 1999........  4,521,501  $  9.36        294,806    $  8.73
                                   =========  =======      =========    =======



           The following table summarizes information about stock options
outstanding at April 24, 1999:

<TABLE>
<CAPTION>

                                                                  Options Outstanding           Options Exercisable
                                                      -----------------------------------    -----------------------------
                                                                     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                                     502,749        8.52  years  $  6.90        198,377        $  6.87
$  9.00                                              3,083,790        9.13  years     9.00
$  9.75  - $11.68                                      415,400        8.05  years    10.05         28,105           9.88
$ 13.07  - $ 16.28                                     519,562        8.27  years    13.36         68,324          13.69
                                                      ---------                                 ---------
                                                     4,521,501        8.86  years  $  9.36        294,806        $  8.73
                                                   =============  ==============  =============  =============   ==========
</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 1,096,895 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 but could not be
exercised by Mr. Ledecky for one year.


                                   F-23
<PAGE>



                        WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


         As of June 10, 1998, the Company granted an option for 1,096,895 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 15,000 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 but could
not be exercised for one year.


NOTE 16-SEGMENT REPORTING

         In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements. Operating segments are
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision makers in
deciding how to allocate resources and in assessing performance. Generally, SFAS
131 uses a "management approach" to disclose financial and descriptive segment
information and, thus, financial information is required by SFAS 131 to be
reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments. SFAS 131 also
requires related disclosures about products, geographic areas and major
customers.

         The Company's operating segments prepare separate financial information
that is evaluated regularly by the Company's Chief Financial Officer and the
Company's Chief Operating Officers. 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 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 GetSmart
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, strategic restructuring plan costs or
non-recurring acquisition costs by segment in assessing performance.

OPERATING SEGMENTS

         The following table sets forth information as to the Company's
reportable operating segments:

                                                 FOR THE FISCAL YEAR ENDED
                                          --------------------------------------
                                            APRIL 24,     APRIL 25,    APRIL 26,
                                             1999           1998        1997
                                          -------------  ----------    ---------


REVENUES:
   Integrated Business Services
      Division...........................  $ 125,950      $ 104,479   $  91,506
   Fulfillment Division..................    274,968        255,456     243,166
   Intersegment..........................     (9,966)        (6,584)     (7,291)
                                          -------------  -----------   ---------
     Total...............................  $ 390,952      $ 353,351   $ 327,381
                                          =============  ===========   =========


OPERATING INCOME:
   Integrated Business Services
       Division..........................  $   8,969      $   5,098    $  4,511
   Fulfillment Division..................     23,287         14,560      16,015




   Corporate.............................    (11,035)        (3,029)     (5,440)
                                          -------------  -----------   ---------
     Total...............................  $  21,221      $  16,629    $ 15,086
                                          =============  ===========   =========


                                     F-24
<PAGE>



                                    WORKFLOW MANAGEMENT, INC.
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                    FOR THE FISCAL YEAR ENDED
                                                --------------------------------
                                                APRIL 24,  APRIL 25,   APRIL 26,
                                                   1999      1998        1997
                                                --------- ----------  ----------
IDENTIFIABLE ASSETS (AT YEAR-END):
   Integrated Business Services Division...... $  64,190  $  28,813    $  22,149
   Fulfillment Division.......................   165,007    117,843      102,959
   Corporate..................................     9,375      1,390
                                                ---------  ---------  ----------
     Total.................................... $ 238,572  $ 148,046    $ 125,108
                                                =========  =========  ==========


DEPRECIATION AND AMORTIZATION:
   Integrated Business Services Division...... $   1,412  $   1,413    $     934
   Fulfillment Division.......................     5,543      5,309        5,048
   Corporate..................................        78
                                                ---------  ---------   ---------
     Total.................................... $   7,033  $   6,722     $  5,982
                                               ==========  =========   =========


CAPITAL EXPENDITURES:
   Integrated Business Services Division...... $   1,067  $   1,272     $  1,437
   Fulfillment Division.......................     5,882      3,170        8,013
   Corporate..................................       747
                                               ----------  ---------   ---------
     Total.................................... $   7,696  $   4,442     $  9,450
                                               ==========  =========   =========



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 24,      APRIL 25,      APRIL 26,
                                     1999           1998            1997
                                  -------------  -------------   ----------


REVENUES:
   United States..................  $ 265,139    $ 225,435       $  205,910
   Canada.........................    125,813      127,916          121,471
                                  -------------  -------------  -----------
     Total........................  $ 390,952    $ 353,351       $  327,381
                                  =============  =============  ===========


OPERATING INCOME:
   United States.................   $  10,724    $  10,609       $    7,010
   Canada........................      10,497        6,020            8,076
                                  -------------  -------------  ------------
     Total.......................   $  21,221    $  16,629       $   15,086
                                  =============  =============  ============


IDENTIFIABLE ASSETS (AT YEAR-END):
   United States.................   $ 180,579    $  99,367       $   72,854
   Canada........................      57,993       48,679           52,254
                                  -------------  -------------  ------------
     Total.......................   $ 238,572    $ 148,046       $  125,108
                                  =============  =============  ============



NOTE 17--OTHER RELATED PARTY TRANSACTIONS

NOTES RECEIVABLE FROM OFFICERS

         In August 1998, the Company's board of directors approved a program
under which the Company would extend both secured and unsecured loans to certain
members of management for the purchase, in the open market, of Company Common
Stock by those individuals. The secured notes are full recourse promissory notes
bearing interest at 6.75% per annum and are collateralized by both the stock
purchased with these loan proceeds and an equal amount of pledged Company Common
Stock personally owned by those management members participating in the program.
The unsecured notes are full recourse promissory notes bearing interest at 6.75%
per annum. Principal and interest are payable at maturity, September 1, 1999.
The outstanding balance on the secured and unsecured notes at April 24, 1999,
totaled $1,108 and $850, respectively.

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, Nationsbank, 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.

                               F-25
<PAGE>



                         WORKFLOW MANAGEMENT, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


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.

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 1999,
$151was paid by the Company in connection with this earn-out agreement and
another $350 has been accrued for this earn-out provision at April 24, 1999.

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 1999, the Company paid $1,341 in fees to Kaufman &
Canoles for legal services.

NOTES RECEIVABLE FROM EMPLOYEES

         The Company had outstanding promissory notes receivable due from two
employees at April 25, 1998 which earned interest at a rate of approximately
7.0% per annum. The employees repaid the outstanding principal amount of the
promissory notes, with accrued interest, during Fiscal 1999.


NOTE 18--QUARTERLY FINANCIAL DATA (UNAUDITED)

         The following presents certain unaudited quarterly financial data for
Fiscal 1999 and Fiscal 1998. 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.

<TABLE>
<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-26
<PAGE>



                                    WORKFLOW MANAGEMENT, INC.
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>


                                                                     FISCAL 1998 QUARTERS
                                                     -----------------------------------------------------------
                                                     FIRST       SECOND        THIRD       FOURTH          TOTAL
                                                     -----       -----         ----        ------          -----
<S>                                                    <C>          <C>           <C>         <C>            <C>
Revenues....................................      $  82,163    $  88,884    $  86,730    $  95,574     $  353,351
Gross profit................................         21,895       23,314       22,086       25,757         93,052
Operating income............................          4,975        4,842        4,395        2,417         16,629
Net income..................................          2,703        2,582        2,265          658          8,208

Net income per share:
    Basic...................................      $    0.19    $    0.18    $    0.13    $    0.04     $     0.51
    Diluted.................................           0.19         0.17         0.13         0.04           0.50

Weighted average shares outstanding:
    Basic...................................         14,171       14,715       17,017       17,846         15,941
    Diluted.................................         14,416       15,106       17,352       18,141         16,257

</TABLE>


NOTE 19--SUBSEQUENT EVENTS

BUSINESS COMBINATIONS

         On June 3, 1999, the Company completed one business combination which
was accounted for under the purchase method of accounting for an aggregate
purchase price of approximately $9,783 consisting entirely of cash. The
acquisition agreement contained an earn-out provision that could result in
additional purchase consideration payable over the five-year period subsequent
to the acquisition, dependent upon the future earnings of the acquisition. The
total assets related to this acquisition were approximately $12,671, including
goodwill and other intangible assets of approximately $9,490. The results of
this acquisition will be included in the Company's results from its date of
acquisition.

INTEREST RATE SWAP

         On May 17, 1999, the Company entered into a three year interest rate
swap agreement with Wachovia Bank, N.A. whereby the Company exchanged its
variable interest rate on $10.0 million in Credit Facility debt for a fixed
LIBOR of 5.605%.

                                 F-27
<PAGE>



                           WORKFLOW MANAGEMENT, INC.
                   VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
   FOR THE FISCAL YEARS ENDED APRIL 26, 1997, APRIL 25, 1998 AND APRIL 24, 1999
                               (IN THOUSANDS)

<TABLE>
<CAPTION>



                                                   BALANCE AT  CHARGED TO    CHARGED TO                                  BALANCE
                                                   BEGINNING    COSTS AND      OTHER                                   AT END OF
DESCRIPTION                        DATE            OF PERIOD    EXPENSES     ACCOUNTS        DEDUCTIONS      DATE        PERIOD
-----------                       -----            ----------  ----------    -----------     ----------      ----     -----------
<S>                                <C>                <C>          <C>           <C>            <C>           <C>         <C>
Allowance for doubtful
    accounts..................   April 30, 1996    $   1,993   $  1,394    $                $(1,556)(a) April 26, 1997   $ 1,831
                                 April 26, 1997        1,831      1,200        5(b)            (177)(a) April 25, 1998     2,859
                                 April 25, 1998        2,859      1,831      630(b)            (839)(a) April 24, 1999     4,481

Accumulated amortization
    of intangibles............   April 30, 1996    $     397   $    204    $                $           April 26, 1997   $   601
                                 April 26, 1997          601        309                         (50)(c) April 25, 1998       860
                                 April 25, 1998          860        779                         (19)(c) April 24, 1999     1,620
</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


                                     F-28
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not Applicable.

                                      25
<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 1999 Proxy Statement as set
forth below, in accordance with General Instruction G(3) of Form 10-K.

         The 1999 Proxy Statement will be filed within 120 days after the end of
the Company's 1999 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 Exchange Act will be set forth in the sections entitled
"Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's 1999 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 will be 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 1999 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 1999 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 1999 Proxy Statement
and is incorporated herein by reference.

                                   26
<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 Schedules (See Item 8. hereof.)

         b.       Reports on Form 8-K during the quarter ended April 24, 1999:
                  None

         c.       Exhibits

                  The exhibits listed on the accompanying Exhibit Index are
filed or incorporated by reference as part of this Form 10-K and such Exhibit
Index is incorporated herein by reference.


                                  27
<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 20, 1999.


                                            WORKFLOW MANAGEMENT, INC.


                                    By:    /s/ Thomas B. D'Agostino
                                           -------------------------
                                               President, Chairman and Chief
                                               Executive Officer


         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>
                                         Chairman of the Board, Chief Executive          July 20, 1999
/s/ Thomas B. D'Agostino                 Officer, President, Director (Principal
------------------------------           Executive Officer)
Thomas B. D'Agostino



/s/ Steven R. Gibson                     Executive Vice President, Chief Financial       July 20, 1999
------------------------------           Officer, Treasurer, Secretary (Principal
Steven R. Gibson                         Financial Officer and Principal
                                         Accounting Officer)

/s/ Thomas A. Brown, Sr.                 Director                                        July 20, 1999
------------------------------
Thomas A. Brown, Sr.


/s/ Gus J. James, II                     Director                                        July 20, 1999
------------------------------
Gus J. James, II


/s/ Roger J. Pearson                     Director                                        July 20, 1999
------------------------------
Roger J. Pearson

/s/ F. Craig Wilson                      Director                                        July 20, 1999
------------------------------
F. Craig Wilson

</TABLE>


                                               28
<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).

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).
</TABLE>

                                                        29
<PAGE>
<TABLE>
<S>     <C>
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.)

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.)
</TABLE>

                                                   31
<PAGE>
<TABLE>
<S>     <C>
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.)

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.)
</TABLE>

                                                 31
<PAGE>
<TABLE>
<S>     <C>
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.

**10.46         Purchase  Agreement  dated March 1, 1999 between Data Business Forms  Limited,  Ray
                Remenda, Sundog Printing Limited and 517244 Alberta, Ltd.

**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.

**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.

**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.

**10.50         Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and
                Thomas B. D'Agostino, Sr.

**10.51         Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and
                Steven R. Gibson.

**10.52         Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and
                Claudia S. Amlie.

**10.53         Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and
                Thomas B. D'Agostino, Jr.
</TABLE>

                                                     32
<PAGE>
<TABLE>
<S>     <C>
**10.54         Employment Agreement dated April 1, 1999, between Workflow Management, Inc. and
                Richard M. Schlanger.

**10.55         Severance Agreement dated April 1, 1999, between Workflow Management, Inc. and
                Thomas B. D'Agostino, Jr.

**10.56         Severance Agreement dated April 1, 1999, between Workflow Management, Inc. and
                Richard M. Schlanger.

**10.57         Employment Agreement, dated June 1, 1999, between Workflow Management, Inc. and
                Frederick Shaw.

**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.

                                       33
<PAGE>