<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              ___________________

                                   FORM 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended April 30, 2001

                        Commission file number 0-24383

                           WORKFLOW MANAGEMENT, INC.

            (Exact name of registrant as specified in its charter)

                Delaware                                            06-1507104
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
     of incorporation or organization)

     241 Royal Palm Way, Palm Beach, Florida                              33480
     (Address of principal executive offices)                         (Zip Code)

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

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

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

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

                                 Common Stock

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

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

     The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant as of July 17, 2001: $77,136,200

     The number of shares of common stock of the registrant outstanding as of
July 17, 2001: 13,018,109
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                                    PART I

         The following discussion is qualified in its entirety by the detailed
information, including "Risk Factors" in Item 1 and the consolidated financial
statements of Workflow Management, Inc. (the "Company" or "Workflow Management")
in Item 8 appearing elsewhere in this Form 10-K. This Form 10-K contains
forward-looking statements that involve risks and uncertainties. When used
herein, the words "anticipate," "believe," "estimate," "expect," "plan" and
similar expressions are intended to identify such forward-looking statements.
The Company's actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in "Item 1. Business - Risk Factors," "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" and those discussed elsewhere in this Form 10-K.

Item 1.  Business

Spin-off Transaction

         Workflow Management was incorporated in the state of Delaware on
February 13, 1998. The Company currently conducts its operations through 32
direct or indirect United States and Canadian subsidiaries. The principal
executive offices of the Company are located at 241 Royal Palm Way, Palm Beach,
Florida 33480. Workflow Management's telephone number is (561) 659-6551.

         Workflow Management was formed by U.S. Office Products Company, a
Delaware corporation ("U.S. Office Products"), in connection with U.S. Office
Products' strategic restructuring plan that closed in June 1998 (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 ("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") pursuant to the terms of a
distribution agreement (the "Distribution Agreement"). 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").

Company Overview

         Workflow Management is a leading provider of end-to-end outsource
solutions, providing a variety of print and office products and related
management services to more than 40,000 businesses in the United States, Canada
and Puerto Rico. The Company is comprised of two main operating divisions -
Workflow Solutions, which provides customers with print management services,
including the iGetSmart(SM) e-commerce solution, designed to minimize the costs
of procuring, storing and using consumable office products, and Workflow
Printing, which prints and produces envelopes, custom business documents,
commercial print, labels, packaging and direct mail literature. Currently,
Workflow Management employs approximately 3,200 persons and has 21 manufacturing
facilities in 6 states and 4 Canadian Provinces, 17 distribution centers, 7
print-on-demand centers and 72 sales offices. The Company may pursue strategic
acquisitions to extend its geographic scope and market penetration in the highly
fragmented graphic arts industry, and to increase sales to existing customers by
cross-selling printed office products and e-commerce systems solutions.

         Workflow Management's Workflow Solutions Division is a leading
distributor of printed office products in North America. The division has over
500 salespeople and customer service representatives committed to reducing
customers' overhead and direct costs associated with the management of printed
products. By outsourcing non-core operations such as the purchasing, storage and
use of consumable office products to such trained specialists, customers realize
decreased costs and improved control over print management services. The
Company's Workflow Solutions Division solicits competitive bids from a base of
over 8,700 vendors (including the Company's own manufacturing centers),
establishes more efficient inventory levels, and consolidates requisitions,
production and deliveries. In addition, the division performs design and
procurement services for its customers. The graphic arts products primarily
distributed by the Workflow Solutions Division include commercial printing,
custom business forms, signs and labels, advertising specialty products and
office products. Workflow Management plans to continue to expand its product
lines and services and to promote its print and facilities management services.

         The Company believes that its proprietary technology and systems are
central to its ability to capitalize effectively on industry outsourcing trends
and provide it with a competitive advantage. Consequently, on April 29, 1999,
the Company established a new operating unit within the Workflow Solutions
Division known as iGetSmart.com, which licenses and supports the Company's
iGetSmart electronic outsourcing and facilities management system. The iGetSmart
system was developed by a predecessor of SFI of Delaware, LLC ("SFI"), the
Company's principal distribution subsidiary, in 1986. The assets pertaining to
the iGetSmart system were segregated and transferred by SFI into a separate
wholly owned subsidiary of the Company, iGetSmart.com, Inc. ("iGetSmart.com"),

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on February 15, 2000. The iGetSmart system is an intranet-and Internet-based
business-to-business electronic commerce solution, which enables print vendors
and distributors (collectively, "resellers") to provide automated inventory
management and order fulfillment of consumable office products for their end-
user customers. In addition, iGetSmart.com offers resellers access to its
nationwide warehousing network to further facilitate the order, storage and
shipment of products to their customers. Customers of resellers either place
product orders directly through iGetSmart or contact their reseller sales
representatives to place orders through the system. The orders are then
electronically routed to a distribution facility for delivery. The iGetSmart
system has been licensed to SFI and competitors of SFI. The Company believes
that the iGetSmart system has enabled the Company to position itself as a
premier technology deployer, thus increasing the Company's range of services,
its attractiveness to potential acquisition targets and its overall competitive
advantage. Workflow Management expects iGetSmart.com to expand its software
application and warehousing services, broaden its reseller and end-user customer
base and potentially grow through acquisitions.

         The Company's Workflow Printing Division directly manufactures and
prints a full range of products for wholesale and retail customers, including
customers of the Workflow Solutions Division, with production centers located
throughout the United States and Canada. The division's product line includes:
(i) envelopes, including specialty envelopes for uses such as credit card
solicitations, annual reports, direct mail and airline itinerary jackets; (ii)
documents, such as custom invoices, purchase orders and checks; (iii) commercial
printing, such as product and corporate brochures, catalogs and directories;
(iv) direct mail literature; (v) specialty packaging; (vi) labels and signs,
including high quality silkscreen and flexographic labels and signs; and (vii)
print-on-demand, such as that provided by the Company's Imagenet Document
Manager that provides access via the Internet. The Company believes that its
Workflow Printing 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 Workflow Printing Division has approximately
2,400 employees, of which 400 are in sales and sales support and more than 1,600
are in manufacturing.

         The Company's printing operations, combined with its extensive vendor
network and distribution capability, give the Company broad flexibility to meet
customers' demand for printed products. For the fiscal year ended April 30,
2001, approximately 48% of the Company's revenues were derived from products
purchased by the Company for distribution, and 52% were derived from products
manufactured by the Company.

Business Strategy

         The Company's objective is to become the leading single source provider
and outsourcer of consumable office products and related printing and
distribution services to businesses of all sizes. To attain its goal, Workflow
Management's strategy includes external growth, through the acquisition of
established and profitable graphic arts and distribution businesses in markets
with attractive growth opportunities, and internal growth, through product
development, cross-selling of the full suite of the Company's products and
services to its subsidiaries, and cross-utilization of the Company's proprietary
e-commerce systems. In addition, the Company intends to further develop its
iGetSmart.com business by licensing its proprietary electronic inventory
management system to other resellers and establishing strategic alliances with
other electronic commerce companies focused on business-to-business and supply
chain management services. 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 has divested subsidiaries in the past and may consider further
divestiture of low-growth product lines to improve the Company's overall
financial condition.

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

         Workflow Management intends to grow internally through product
development, cross-marketing and cross-utilization of its proprietary
technology, particularly the iGetSmart and Imagenet Document Manager systems.
The Workflow Solutions Division encourages its sales representatives to utilize
the Company's manufacturing subsidiaries for customer orders. The division's
management

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

Product Lines

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

<TABLE>
<CAPTION>
                                                            Fiscal Year Ended
                                       -------------------------------------------------------------
                                        April 30, 2001        April 30, 2000        April 24, 1999
                                       ----------------      ----------------      ----------------
   <S>                                  <C>                   <C>                   <C>
   Workflow Solutions Division          $        291,423      $        222,533      $        125,950
   Workflow Printing Division                    326,794               331,826               274,968
   Intersegment                                  (14,939)               (7,298)               (9,966)
                                        ----------------      ----------------      ----------------
        Total                           $        603,278      $        547,061      $        390,952
                                        ================      ================      ================
</TABLE>

         Workflow Solutions Division - Print Management Outsourcing Services

         In addition to the products printed directly by Workflow Management's
Printing Division, the Workflow Solutions Division offers its customers
advertising specialty and office products which, are provided by its nationwide
network of over 8,700 vendors. The Workflow Solutions Division 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 Workflow Solutions Division seeks to control these costs and improve
efficiency throughout the workflow by providing systems analysis, design, and
facilities and inventory management services. The Company's Workflow Solutions
Division delivers its print management services through iGetSmart, its
proprietary computerized transaction and information system. The Company does
not charge a separate fee for its management services, but instead tailors its
product pricing to reflect the services provided.

         iGetSmart System. iGetSmart.com licenses the iGetSmart system to print
resellers, including SFI and Data Business Forms, Ltd. ("DBF"), which in turn
offer the system to their customers in the United States and Canada. The
iGetSmart system provides transaction, reporting and control capabilities to SFI
and DBF, other licensed print resellers and their respective customers. SFI
introduced iGetSmart in 1986, and SFI re-engineered the system in 1993 to
incorporate advances in hardware and software technologies. The system's
transaction database now includes more than 580,000 SKUs and 12,650 active
customers. SFI has linked 4,550 vendors to the system to which customer orders
are outsourced. Customers can access iGetSmart either off-line, through a
licensed company's sales and customer support personnel, or on-line, through
wide area network, dial-up, leased-line, and Internet connections. The Company
believes this array of delivery options makes iGetSmart attractive to print
resellers by automating many of the time-consuming steps of the procurement
cycle and strengthening the resellers' relationship with their existing
customers with increased productivity and reduced operating costs. End-user
customers of every size and complexity also benefit by improved inventory
controls and increased focus on core competencies. The discussion below
summarizes the various support functions of the iGetSmart system. iGetSmart.com
is continually refining and enhancing the iGetSmart system.

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

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provide product images and descriptions, as well as powerful search engines
enabling customers to locate the products best suited to their requirements.

         iGetSmart can generate more than 160 real-time and periodic reports to
customers of resellers. These reports detail, summarize, and analyze purchases,
inventory levels, utilization rates, and billing by cost center, product, and
product line to meet each customer's specific needs. Reports can be viewed on-
screen in real time, printed at the customer's premises, printed remotely and
delivered to a customer, or transmitted electronically for further processing by
a customer's internal management information system. The iGetSmart system
maintains five years of historical data on-line for comparative reports and
analyses. In addition, iGetSmart's Base Line Pricing Report routinely analyzes
changes in prices charged to managed accounts, an analysis the Company believes
is unique in the industry.

         iGetSmart also provides customers of resellers with a system of
management controls for certain services. Customers may control cost center
access with passwords, allocate inventories to cost centers, limit the
transacting and reporting authority of each cost center by product or product
line, constrain purchases and requisitions to amounts budgeted for each cost
center, and suspend transactions until they are reviewed and approved. A
licensed reseller of iGetSmart can customize the system to create optimal
programs for its customers.

         Workflow Printing Division - Printed Products

         Envelopes. The Workflow Printing Division includes 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. The Workflow Printing 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.

         Commercial Printing. The commercial printing line of the Workflow
Printing 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 Workflow Printing
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 Workflow Printing
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. The Workflow Printing 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 Workflow Printing 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.

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 17 distribution centers and rents additional warehouse
space as necessary. Approximately 250 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 900 sales representatives and customer service personnel in 72
sales offices throughout the

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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 Workflow
Solutions Division sales force offers value-added services including workflow
analysis, design, document management and print-on-demand. The Company's sales
force is supported by its iGetSmart transaction and information system.

     Workflow Solutions Division - Purchasing and Manufacturing

     Purchasing. The Workflow Solutions 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 Solutions Division has more than 8,700 suppliers of finished goods,
including, among the largest, Times Printing Co., Inc., Hano Business Forms,
Inc., J&W Ventures, Inc., Highland Computers, Inc. and A.T. Clayton & Co., Inc.

     Manufacturing. Although the Workflow Solutions Division primarily purchases
finished goods from outside vendors for resale to customers, the division's
principal subsidiary, SFI, has some document manufacturing operations in its
Norfolk, Virginia facility. Approximately 1.0% of SFI's revenues are derived
from sales of documents manufactured by SFI.

     Workflow Printing Division - Purchasing and Manufacturing

     Purchasing. The Workflow Printing 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 Workflow Printing Division are Williamette Industries, Inc., Tri-
State Envelope Corp., National Envelope Corp., Coast Paper and Weyerhauser of
Canada.

     Manufacturing. The Workflow Printing Division produces documents,
envelopes, commercial print, direct mail, packaging, labels, and print-on-
demand. Workflow Management operates 21 manufacturing facilities in 6 states and
4 Canadian Provinces. These plants employ more than 1,600 manufacturing
personnel and utilize over 210 presses and other machines. The Company's broad
line of conventional and specialty envelopes are manufactured in four plants
located in New York, New Jersey and Pennsylvania. The envelope plants currently
operate more than 120 printing and related machines. The Company owns a label
production facility in Columbia, South Carolina, direct mail and commercial
printers in Santa Ana and Vista, California, a packaging plant in Hoboken, New
Jersey and a commercial printing facility in Calgary, Alberta. Workflow
Management operates a network of seven 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 40,000 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: Citibank N.A., Bank of Montreal;
KB Toys; Banco Popular, Inc.; Kraft Foods, Inc.; Automatic Data Processing,
Inc.; Nesbitt Burns, Inc.; Salomon Smith Barney; Shell Canada Limited; and
Health Insurance Plan of Greater New York, Inc.

     The Company's five largest customers accounted for 8.2% and 10.4% of the
Company's net sales for the fiscal years ended April 30, 2001 and April 30,
2000, respectively. The Company's single largest customer accounted for 2.2% and
2.7% of net sales for the fiscal years ended April 30, 2001 and April 30, 2000,
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, the Workflow Printing Division competes against the largest
competitors in the North American documents, envelopes and commercial printing
industry, most of which

                                       6
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have substantially greater financial resources than the Company. Most of the
Company's competitors in the consumable office products distribution market for
the Workflow Solutions Division are small, regional distributors.

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

Employees

     Workflow Management currently has approximately 3,200 full and part-time
employees, including approximately 900 in sales and sales support and
approximately 1,600 in print production. Approximately 23.3% of the Company's
employees in the United States and approximately 14.3% of the Company's
employees in Canada are represented by labor unions. There can be no assurance
that work stoppages or strikes will not occur. The Company considers its
employee relations to be good.

Intellectual Property

     Workflow Management has more than 40 registered trademarks in the U.S. and
Canada. The Company believes that its trademarks and other proprietary rights
are material to the operations of its business. Workflow Management regards its
iGetSmart and Imagenet software as proprietary, and relies on a combination of
copyright and trademark laws, trade secrets, confidentiality agreements and
contractual provisions to protect its rights. Workflow Management is not aware
that any of its software, trademarks or other proprietary rights are being
infringed by third parties, or that they infringe proprietary rights of third
parties.

Environmental Regulations

     The Company's operations and real property are subject to United States and
Canadian federal, state, provincial and local environmental laws and
regulations, including those governing the use, storage, treatment,
transportation and disposal of solid and hazardous materials, the emission or
discharge of such materials into the environment, and the remediation of
contamination associated with such disposal or emissions (the "Environmental
Laws"). Certain of these laws and regulations may impose joint and several
liability on lessees and owners or operators of facilities for the costs of
investigation or remediation of contaminated properties, regardless of fault or
the legality of the original disposal.

     The past and present business operations of the Company that are subject to
the Environmental Laws include the use, storage, handling and contracting for
recycling or disposal of hazardous and nonhazardous materials such as washes,
inks, alcohol-based products, fountain solution, photographic fixer and
developer solutions, machine and hydraulic oils, and solvents. Workflow
Management generates both hazardous and non-hazardous waste.

     Limited environmental investigations have been conducted at certain of the
Company's properties. Based on these investigations and all other available
information, management believes that the Company's current operations are in
substantial compliance with the Environmental Laws. The Company is not aware of
any liability under the Environmental Laws that the Company believes would have
a material adverse effect on the Company's business, financial condition or
results of operations. No assurance can be given, however, that all potential
environmental liabilities have been identified or that future uses, conditions
or legal requirements (including, without 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., 59, is Chairman of the Board, President and
Chief Executive Officer, a position he has held since the Workflow Distribution.
Mr. D'Agostino, Sr. was President of SFI Corp. ("SFI Corp."), an office and
printed products distribution company and predecessor of SFI, and of SFI Corp.'s
predecessor company, Forms & Peripherals, Inc., from 1972 until 1998. He was
appointed President of U.S. Office Products' Print Management Division in
January 1997 when U.S. Office Products acquired SFI Corp.

     Steve R. Gibson, 42, Executive Vice President of the Company, was appointed
President of the Workflow Printing Division in May 2001. Previously, Mr. Gibson
had served as President, Chief Executive Officer, Co-President and Chief
Financial Officer of the Company, since 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, the predecessor to Bank of
America, ultimately serving as Senior Vice President.

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     Thomas B. D'Agostino, Jr., 34, Executive Vice President of the Company, was
appointed President of the Workflow Solutions Division in May 2001 and Chief
Executive Officer of iGetSmart.com, Inc., the Company's e-commerce subsidiary,
in August 1999. Mr. D'Agostino, Jr. also served as Chief Operating Officer of
the Workflow Solutions Division since December 1998, and has served as President
of SFI, the Company's principal distribution subsidiary, from 1998 until
December 1999. He previously served as Vice President of Sales of SFI from 1997
until 1998. From 1995 to 1997, he served as President of Hano Document Printers,
Inc. ("Hano"), a business forms manufacturing company and former subsidiary of
the Company. From 1993 to 1995, Mr. D'Agostino, Jr. held several other positions
with Hano, including Vice President of Sales and Marketing and General Manager.

     Michael L. Schmickle, 31, was appointed Executive Vice President and Chief
Financial Officer of Workflow Management in April 2000. From April 1998 until
April 2000, Mr. Schmickle served as Corporate Controller for Workflow Management
and was subsequently promoted to Vice President. From March 1996 to April 1998,
he served as an Assistant Controller of U.S. Office Products, Inc., assigned to
the Print Management Division. From June 1995 to March 1996, Mr. Schmickle was
employed by General Mills, Inc. as an internal auditor. Prior to that, from
August 1992 to June 1995, he was employed as a senior auditor and Certified
Public Accountant with the national accounting firm, Price Waterhouse LLP.

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.

Risks Related to Acquisition Financing; Additional Dilution. Workflow Management
currently intends to finance its future acquisitions by using cash, borrowed
funds, shares of Company Common Stock or a combination thereof. If the Company
Common Stock does not maintain a sufficient market value, if the price of
Company Common Stock is highly volatile, or if potential acquisition candidates
are otherwise unwilling to accept Company Common Stock as part of the
consideration for the sale of their businesses, Workflow Management may not be
able to consummate acquisitions using Company Common Stock as consideration.
Since the Workflow Distribution, the Company has completed all of its
acquisitions using cash consideration. If Workflow Management does not have
sufficient cash resources, its growth could be limited unless it is able to
obtain additional capital through debt or equity offerings.

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

                                       8
<PAGE>

Material Amount of Goodwill. Approximately $113.5 million, or 32.3% of the
Company's total assets as of April 30, 2001, 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 is 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.

Risks Related to Spin-off from U.S. Office Products. At the time of the Workflow
Distribution, U.S. Office Products also distributed to its stockholders shares
of common stock of three additional companies (collectively the "Spin-off
Companies"). As part of these distributions and the Workflow Distribution
(collectively the "USOP Distributions"), the Company, the Spin-off Companies and
U.S. Office Products entered into a distribution agreement, a tax allocation
agreement, and an employee benefits agreement (collectively the "Spin-off
Agreements"). The purpose of the Spin-off Agreements was to allocate certain
tax, employee benefit and corporate liabilities among the Company, the Spin-Off
Companies and U.S. Office Products. Under the Spin-off Agreements, the Company
is obligated to indemnify the Spin-off Companies and U.S. Office Products for
certain matters, including any actions or omissions by the Company that
contribute to a final determination that any or all of the USOP Distributions
are taxable.

     The Spin-off Agreements include provisions that allocate to the Company and
the Spin-off Companies 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 USOP
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) may be subject to the Company's indemnification
obligation for Shared Liabilities under the Distribution Agreement. On March 5,
2001, U.S. Office Products and most of its United States subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The
Company cannot predict whether U.S. Office Products' bankruptcy proceedings will
increase the likelihood that U.S. Office Products will pursue indemnification
claims against the Company for Shared Liabilities resulting from the various
lawsuits described above.

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

Attraction and Retention of Personnel. The Company's operations depend on the
continued efforts of Thomas B. D'Agostino, Sr., its Chairman of the Board,
President and 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 iGetSmart and Imagenet 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

                                       9
<PAGE>

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
fiscal years ended April 30, 2001 and April 30, 2000, sales of documents
accounted for approximately 33.8% and 30.0%, respectively, of the Company's net
sales. Workflow Management anticipates that document sales will continue to
account for a significant percentage of the Company's sales for the foreseeable
future. An important element of the Company's business strategy is to continue
its growth in document sales by continuing to acquire other document companies,
hiring experienced sales representatives, attracting new customers and
increasing sales to existing customers. The overall document industry has not
grown in the last few years, although demand for certain products, such as laser
forms, pressure-sensitive labels, form/label combinations and single-part cut-
sheet mailers has increased. Accordingly, for Workflow Management to continue
its growth in document sales, it must increase its market share and respond to
changes in demand in the overall document industry. No assurance can be given
that Workflow Management will be successful in increasing its market share or
responding to shifts in demand. The failure by the Company to do so could have a
material adverse effect on its business, financial condition or results of
operations.

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

Risks Associated with Canadian Operations. Workflow Management has significant
operations in Canada. Net sales from the Company's Canadian operations accounted
for approximately 24.0% and 27.0% of the Company's total net sales in the fiscal
years ended April 30, 2001 and April 30, 2000, respectively. As a result,
Workflow Management is subject to certain risks inherent in conducting business
internationally, including fluctuations in currency exchange rates. Workflow
Management is also subject to risks associated with the imposition of protective
legislation and regulations, including those resulting from trade or foreign
policy. In addition, because of the Company's Canadian operations, significant
revenues and expenses are denominated in Canadian dollars. Changes in exchange
rates may have a significant effect on the Company's business, financial
condition and results of operations. Workflow Management does not currently
engage in currency hedging transactions.

Risks related to iGetSmart.com. As discussed previously in this Form 10-K, in
April 1999 the Company established a new operating unit within the Workflow
Solutions division known as iGetSmart.com. See " - Company Overview" above.
During the fiscal years ended April 30, 2001 and April 30, 2000, the Company's
management devoted significant time and resources to the development and
implementation of iGetSmart.com's business model. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
Company expects that iGetSmart.com will continue to make significant
expenditures for sales and marketing, programming and development and general
administrative functions. The future prospects of iGetSmart.com are subject to
many of the risks encountered by technology based start-up enterprises,
including the lack of widespread acceptance of the Internet as a means of
purchasing products, the ability to manage growth, establishing a recognized
brand name, protecting intellectual property rights and successfully maintaining
and operating necessary computer and network systems.

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

Impact of Fluctuations in Paper Prices. Paper prices represent a substantial
portion of the cost of producing documents, envelopes and commercial printing
distributed and manufactured by the Company. Accordingly, prevailing paper
prices can have a significant impact on the Company's sales. The timing of
increases or decreases in paper prices and any subsequent change in prices
charged to the Company's customers could have a material adverse effect on the
Company's revenues and gross margins. Although Workflow Management has generally
been able to pass increases in paper costs on to its customers, for competitive
or other reasons, the Company cannot offer any assurance that it will be able to
pass all or a portion of any future paper price or other cost increases on to
its customers. If Workflow

                                       10
<PAGE>

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 23.3% of the Company's employees in the
United States and approximately 14.3% of the Company's employees in Canada are
covered by collective bargaining agreements. There can be no assurance that
strikes or work stoppages will not occur in the future. Strikes or work
stoppages and the resultant adverse impact on the Company's relationship with
its customers could have a material adverse effect on the Company's business,
financial condition or results of operations. In addition, the Company's
acquisition strategy could be adversely affected because of its union status for
a variety of reasons, including without limitation, incompatibility with a
target's existing unions and reluctance of non-union targets to become
affiliated with a union based company.

Cost and Risks of Loss Relating to Environmental Regulation. The Company's
operations and real property are subject to the Environmental Laws. Workflow
Management utilizes certain hazardous materials, such as washes, inks,
alcohol-based products, fountain solution, photographic fixer and developer
solutions, machine and hydraulic oils and solvents. While management believes
that the Company's current operations are in substantial compliance with
Environmental Laws, there can be no assurance that all potential environmental
liabilities have been identified, or that future uses, conditions or legal
requirements (including without limitation those that may result from future
acts or omissions or changes in applicable Environmental Laws) will not
materially adversely affect the Company's business or operations in the future.
See " - Environmental Regulations" above.

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

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

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

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

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

                                       11
<PAGE>

Item 2.  Properties

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

<TABLE>
<CAPTION>

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

         Principal Manufacturing, Printing
             and Distribution Facilities:
               Mt. Pocono, Pennsylvania.....................             210,000              Owned
               Brampton, Ontario............................             174,500             Leased                2002
               Hoboken, New Jersey..........................             120,000             Leased                2009
               Dallas, Texas................................             100,000             Leased                2002
               Granby, Quebec...............................              99,800              Owned
               New York, New York...........................              97,000             Leased                2007
               Springfield, Massachusetts...................              87,000             Leased                2004
               Edmonton, Alberta............................              81,300             Leased                2006
               San Bernardino, California...................              78,700             Leased                2002
               Conyers, Georgia.............................              74,000             Leased                2009
               Hayward, California..........................              72,000             Leased                2002
               Calgary, Alberta.............................              65,100             Leased                2014
               Santa Ana, California........................              65,000             Leased                2009
               New York, New York...........................              64,000             Leased                2007
               Mississauga, Ontario.........................              60,000             Leased                2004
               Long Island City, New York...................              60,000             Leased                2014
               Calgary, Alberta.............................              48,000             Leased                2004
               Dorval, Quebec...............................              44,500              Owned
               Brampton, Ontario............................              44,200             Leased                2004
               West Columbia, South Carolina................              40,000             Leased                2001
               Bayamon, Puerto Rico.........................              38,400             Leased                2004
               South River, New Jersey......................              38,000             Leased                2001
               Vista, California............................              37,800             Leased                2002
               Calgary, Alberta.............................              30,400             Leased                2004
               Regina, Saskatoon............................              28,300             Leased                2006
               Hato Rey, Puerto Rico........................              24,000             Leased                2001
               Hazelwood, Missouri..........................              22,000             Leased                2010
               New York, New York...........................              22,000             Leased                2005
               Norfolk, Virginia............................              21,200             Leased                2008
</TABLE>


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

         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 2001 will be renewed.
However, in some instances, consolidation of properties will occur.

                                       12
<PAGE>

Item 3.  Legal Proceedings

         The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.


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

None.

                                       13
<PAGE>

                                     PART II

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

         Shares of the Company's Common Stock trade on the Nasdaq National
Market ("Nasdaq") under the symbol "WORK." The following table sets forth the
high and low sales prices of the Common Stock as reported by Nasdaq for the
periods listed.


         For the fiscal years ended April 30, 2001 and April 30, 2000:

<TABLE>
<CAPTION>
                                               Fiscal 2001                                 Fiscal 2000
                                        ----------------------------                -------------------------
                                             High            Low                       High             Low
                                        -------------     ----------                -----------     ---------

          <S>                           <C>            <C>                          <C>           <C>
          First Quarter                 $     15.8750  $     6.7500                 $    16.688   $     8.750
          Second Quarter                       8.5000        5.1250                      15.125        11.000
          Third Quarter                        9.0000        5.6250                      32.000        11.375
          Fourth Quarter                       8.5000        5.0000                      29.688        13.750
</TABLE>


         On July 17, 2001, the Company had approximately 3,212 shareholders of
record. The Company has never declared or paid any cash dividends. The Company
does not anticipate declaring and paying cash dividends on the Common Stock in
the foreseeable future. The decision whether to apply any legally available
funds to the payment of dividends on the Common Stock will be made by the
Company's Board of Directors from time to time in the exercise of its business
judgment, taking into account the Company's financial condition, results of
operations, existing and proposed commitments for use of the Company's funds and
other relevant factors. In addition, the Company's credit agreement with its
principal lender expressly prohibits the payment of any cash dividends on the
Common Stock without the lender's prior consent.


Item 6.  Selected Financial Data

         The historical Statement of Income Data for the fiscal years ended
April 30, 2001, April 30, 2000 and April 24, 1999 ("Fiscal 2001", "Fiscal 2000"
and "Fiscal 1999", respectively) and the Balance Sheet Data at April 30, 2001
and April 30, 2000 have been derived from Workflow Management's consolidated
financial statements that have been audited and are included elsewhere in this
Form 10-K. The historical Statement of Income Data for the fiscal years ended
April 25, 1998 ("Fiscal 1998") and April 26, 1997 ("Fiscal 1997") and the
Balance Sheet Data at April 24, 1999, April 25, 1998 and April 26, 1997 have
been derived from audited consolidated financial statements not included
elsewhere in this Form 10-K.

         During Fiscal 2000, the Company's Board of Directors approved changing
the Company's fiscal year-end date from the last Saturday in April to April
30/th/ of each year. As a result of this change, Fiscal 2001, Fiscal 2000,
Fiscal 1999, Fiscal 1998 and Fiscal 1997 were comprised of 365, 372, 364, 364
and 361 days, respectively.

         The Selected Financial Data provided herein should be read in
conjunction with the Company's historical financial statements, including the
notes thereto, and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."

                                       14
<PAGE>

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

<TABLE>
<CAPTION>
                                                                       Fiscal Year Ended
                                        ---------------------------------------------------------------------------
                                           April 30,      April 30,       April 24,      April 25,      April 26,
                                             2001           2000            1999           1998           1997
                                        -------------  --------------  -------------  -------------  --------------
<S>                                     <C>            <C>             <C>            <C>            <C>
Statement of Income Data:
Revenues..............................  $     603,278  $      547,061  $     390,952  $     353,351  $      327,381
Cost of revenues......................        429,550         387,184        278,836        260,299         236,340
                                        -------------  --------------  -------------  -------------  --------------
       Gross profit...................        173,728         159,877        112,116         93,052          91,041

Selling, general and administrative
 expenses.............................        141,475         119,028         86,298         73,492          70,745
Amortization expense..................          2,754           2,164            779            309             204
Restructuring costs...................          8,292           1,467                           872
Abandoned public offering costs.......          1,677
Strategic restructuring plan costs....                                         3,818          1,750
Non-recurring acquisition costs.......                                                                        5,006
                                        -------------  --------------  -------------  -------------  --------------
       Operating income...............         19,530          37,218         21,221         16,629          15,086

Other (income) expense:
  Interest expense....................         14,380          10,912          5,106          2,210           4,561
  Interest income.....................           (761)           (371)          (171)          (274)            (25)
  Gain on sale of securities..........                        (15,826)
  Loss on sale of subsidiary..........                            318
  Other...............................           (459)           (167)          (167)          (258)            632
                                        -------------  --------------  -------------  -------------  --------------
Income before provision for income
 taxes and extraordinary items........          6,370          42,352         16,453         14,951           9,918
Provision for income taxes (2)........          2,677          17,788          7,364          6,743           3,690
                                        -------------  --------------  -------------  -------------  --------------
Income before extraordinary items.....          3,693          24,564          9,089          8,208           6,228
Extraordinary items--losses on
 early terminations of debt, net of
 income taxes (3).....................             64           1,413                                           798
                                        -------------  --------------  -------------  -------------  --------------
Net income............................  $       3,629  $       23,151  $       9,089  $       8,208  $        5,430
                                        =============  ==============  =============  =============  ==============

Net income per share:
  Basic:
    Income before extraordinary
      items...........................  $        0.29  $         1.93  $        0.65  $        0.51  $         0.52
    Extraordinary items...............           0.01            0.11                                          0.07
                                        -------------  --------------  -------------  -------------  --------------
    Net income........................  $        0.28  $         1.82  $        0.65  $        0.51  $         0.45
                                        =============  ==============  =============  =============  ==============
  Diluted:
    Income before extraordinary
      items...........................  $        0.28  $         1.76  $        0.64  $        0.50  $         0.51
    Extraordinary items...............           0.00            0.10                                          0.07
                                        -------------  --------------  -------------  -------------  --------------
    Net income........................  $        0.28  $         1.66  $        0.64  $        0.50  $         0.44
                                        =============  ==============  =============  =============  ==============

Weighted average shares outstanding:
  Basic...............................         12,934          12,695         14,077         15,941          12,003
  Diluted.............................         13,131          13,910         14,139         16,257          12,235

<CAPTION>
                                           April 30,      April 30,       April 24,      April 25,      April 26,
                                             2001           2000            1999           1998           1997
                                        -------------  --------------  -------------  -------------  --------------
<S>                                     <C>            <C>             <C>            <C>            <C>
Balance Sheet Data:

Working capital.......................  $      91,991  $       69,972  $      65,224  $      34,993  $       16,910
Total assets..........................        352,001         331,712        236,614        148,046         125,108
Short-term debt payable to U.S.
 Office Products......................                                                       13,536          23,622
Long-term debt, less current portion..        175,331         144,874        111,359          7,065           6,034
Long-term debt payable to U.S.
 Office Products......................                                                       19,221             561
Stockholders' equity..................         89,753          89,922         63,225         59,491          47,780
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                                Fiscal Year Ended
                                                 ---------------------------------------------------------------------------
                                                    April 30,      April 30,       April 24,      April 25,      April 26,
                                                      2001           2000            1999           1998           1997
                                                 -------------  --------------  -------------  -------------  --------------
<S>                                              <C>            <C>             <C>            <C>            <C>
Statement of Cash Flows Data:

EBITDA (4) ..................................    $      31,935  $       47,661  $      28,254  $      23,351  $       21,068
Adjusted EBITDA (5)..........................           41,904          49,128         32,072         25,973          26,074
Net cash provided by operating activities....           11,058           4,102         25,283          4,506          19,679
Net cash used in investing activities........          (29,161)        (34,706)       (73,702)       (17,963)        (14,090)
Net cash provided by (used in) financing
  activities.................................           17,426          32,813         48,874         11,514          (4,716)
Net (decrease) increase in cash and cash
  equivalents................................             (725)          2,244            373         (1,934)            844
</TABLE>

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

(2)  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.

(3)  The extraordinary items for Fiscal 2001, Fiscal 2000 and Fiscal 1997
     represent the losses associated with the early terminations of credit
     facilities and subordinated debt, net of the related income tax benefits.

(4)  Earnings before interest, taxes, depreciation and amortization ("EBITDA")
     is defined as operating income plus depreciation and 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.

(5)  "Adjusted EBITDA" reflects EBITDA adjusted to exclude the effect of the
     abandoned public offering costs of $1,677 in Fiscal 2001 and the
     restructuring costs, strategic restructuring plan costs and non-recurring
     acquisition costs the Company expensed of $8,292, $1,467, $3,818, $2,622
     and $5,006 in Fiscal 2001, Fiscal 2000, Fiscal 1999, Fiscal 1998 and Fiscal
     1997, respectively. Adjusted EBITDA is included in this Form 10-K because
     it is a basis upon which the Company assesses its financial performance.

                                       16
<PAGE>

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

          Overview. Workflow Management's consolidated financial statements
include the results of twenty-six companies acquired in business combinations
accounted for under the purchase method since the beginning of Fiscal 1999, each
from its respective acquisition date (the "Purchased Companies"). Prior to
Fiscal 2000, the Company's fiscal year-end was defined as ending on the last
Saturday in April. During Fiscal 2000, the Company's Board of Directors approved
changing the Company's fiscal year-end date from the last Saturday in April to
April 30th of each year. As a result of this change, Fiscal 2001 was comprised
of 365 days as compared to Fiscal 2000 and Fiscal 1999 which were comprised of
372 and 364 days, respectively.

Results of Operations

         The following table sets forth various items as a percentage of
revenues for Fiscal 2001, Fiscal 2000 and Fiscal 1999:

<TABLE>
<CAPTION>
                                                                                            Fiscal Year Ended
                                                                             ----------------------------------------------
                                                                               April 30,      April 30,       April 24,
                                                                                  2001           2000            1999
                                                                             -------------  -------------  ----------------
<S>                                                                           <C>             <C>            <C>
Revenues...................................................................        100.0%        100.0%          100.0%
Cost of revenues...........................................................         71.2          70.8            71.3
                                                                             -----------    ----------     -----------
       Gross profit........................................................         28.8          29.2            28.7

Selling, general and administrative expenses...............................         23.4          21.8            22.1
Amortization expenses......................................................          0.5           0.4             0.2
Restructuring costs........................................................          1.4           0.2
Abandoned public offering costs............................................          0.3
Strategic restructuring plan costs.........................................                                        1.0
                                                                             -----------    ----------     -----------
       Operating income....................................................          3.2           6.8             5.4

Other (income) expense:
  Interest expense, net....................................................          2.2           1.9             1.3
  Gain on sale of securities...............................................                       (2.9)
  Loss on sale of subsidiary...............................................                        0.1
  Other....................................................................         (0.1)          0.0            (0.1)
                                                                             -----------    ----------     -----------
Income before provision for income taxes and extraordinary items...........          1.1           7.7             4.2
Provision for income taxes.................................................          0.1           3.2             1.9
                                                                             -----------    ----------     -----------
Income before extraordinary items..........................................          1.0           4.5             2.3
Extraordinary items--losses on early terminations of debt,
  net of income taxes......................................................          0.0           0.3
                                                                             -----------    ----------     -----------
Net income                                                                           1.0%          4.2%            2.3%
                                                                             ===========    ==========     ===========
</TABLE>

Consolidated Results of Operations

         Fiscal Year Ended April 30, 2001 Compared to Fiscal Year Ended April
30, 2000

         Consolidated revenues increased 10.3%, from $547.1 million for Fiscal
2000, to $603.3 million for Fiscal 2001. This increase was primarily due to the
Purchased Companies. Revenues for Fiscal 2001 and Fiscal 2000 include revenues
from eight companies and six companies, respectively, acquired in business
combinations accounted for under the purchase method after the beginning of
Fiscal 2000 for the period subsequent to their respective dates of acquisition.

         International revenues decreased 2.0%, from $147.9 million, or 27.0% of
consolidated revenues, for Fiscal 2000, to $145.0 million, or 24.0% of
consolidated revenues, for Fiscal 2001 due exclusively to a decline in the value
of the Canadian dollar. International revenues consisted exclusively of revenues
generated in Canada.

                                       17
<PAGE>

         Gross profit increased 8.7%, from $159.9 million, or 29.2% of revenues,
for Fiscal 2000, to $173.7 million, or 28.8% of revenues, for Fiscal 2001. The
increase in gross profit was due to the Purchased Companies. The decrease in
gross profit as a percentage of revenues was due to the Purchased Companies
generating gross profit at a lower percentage of revenues than was historically
recognized by the Company and lower product margins as a result of a change in
the revenue mix of products sold by the Company. Gross profit percentage was
also affected by pricing pressures and competition for envelopes and packaging
sold by the Company's Printing Division.

         Selling, general and administrative expenses increased 18.9%, from
$119.0 million, or 21.8% of revenues, for Fiscal 2000, to $141.5 million, or
23.4% of revenues, for Fiscal 2001. The increase in selling, general and
administrative expenses was primarily due to the Purchased Companies and the
additional overhead that was incurred in establishing the Company's
iGetSmart.com unit during Fiscal 2001. The increase in selling, general and
administrative expenses as a percentage of revenues during Fiscal 2001 was
primarily due to the depressed economy which slowed revenue growth at a greater
rate than the Company was able to institute cost saving measures and workforce
reductions.

         Amortization expense increased 27.3% from $2.2 million, or 0.4% of
revenues, for Fiscal 2000, to $2.8 million, or 0.5% of revenues, for Fiscal
2001. This increase was exclusively due to the increased purchase consideration
for acquisitions accounted for under the purchase method that were included in
the Company's results for Fiscal 2001 versus Fiscal 2000.

         During Fiscal 2001 and Fiscal 2000, the Company incurred expenses of
approximately $8.3 million and $1.5 million, respectively, associated with its
restructuring plans. The restructuring plans were implemented to consolidate the
backroom functions into more centralized operations and to consolidate certain
manufacturing facilities. The majority of this restructuring cost was related to
the severance agreements for the employees affected under the restructuring plan
and the closure and consolidation of facilities. In total, 100 and 39 employees
will be terminated under the Fiscal 2001 and Fiscal 2000 plans, respectively.
The Company expects annual savings of approximately $5.0 million once the Fiscal
2001 restructuring plan is fully implemented.

         During Fiscal 2001, the Company abandoned its effort for a tax free
spin-off and subsequent public offering of its' iGetSmart.com subsidiary due to
market conditions and expensed certain accounting, legal and consulting fees
associated with the effort totaling $1.7 million.

         Interest expense, net of interest income, increased 29.2%, from $10.5
million for Fiscal 2000, to $13.6 million for Fiscal 2001. This increase in net
interest expense was primarily due to the increased level of debt outstanding
throughout Fiscal 2001 as a result of the additional borrowings associated with
the acquisition of the Purchased Companies.

         During Fiscal 2000, the Company purchased publicly traded common stock
for $2.4 million. The Company sold its entire position in the securities during
Fiscal 2000 and recorded a gain on the sale of securities of $15.8 million.

         The loss on the sale of subsidiary in Fiscal 2000 resulted from the
Company's sale of all the outstanding capital stock of Hano Document Printers,
Inc. for $3.8 million and recognition of a pre-tax loss on the sale of $318,000.
See detail discussion in the comparison of the fiscal year ended April 30, 2000
compared to fiscal year ended April 24, 1999 in this section.

         Other income increased 174.9% from $167,000 in Fiscal 2000 to $459,000
in Fiscal 2001. 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 decreased 85.0% from $17.8 million for
Fiscal 2000 to $2.7 million for Fiscal 2001, reflecting an effective income tax
rate of 42.0% for both years. 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 2000 and Fiscal 2001 were increased to reflect the incurrence of
non-deductible goodwill amortization expense resulting from the acquisitions of
certain of the Purchased Companies.

                                       18
<PAGE>

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

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

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

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

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

         Amortization expense increased 177.8% from $779,000, or 0.2% of
revenues, for Fiscal 1999, to $2.2 million, or 0.4% of revenues, for Fiscal
2000. This increase was exclusively due to the increased number of acquisitions
accounted for under the purchase method that were included in the Company's
results for Fiscal 2000 versus Fiscal 1999.

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

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

         During Fiscal 2000, the Company purchased publicly traded common stock
for $2.4 million. The Company sold its entire position in the securities during
Fiscal 2000 and recorded a gain on the sale of securities of $15.8 million.

         The loss on the sale of subsidiary in Fiscal 2000 resulted from the
Company's sale of all the outstanding capital stock of Hano Document Printers,
Inc. for $3.8 million and recognition of a pre-tax loss on the sale of $318,000.
Sale proceeds consisted of a $1.3 million 8% note due on November 30, 1999
("Short Term Note") and a $2.5 million 8% note payable in interest only
installments until October 1, 2002 when principal and interest payments were to
be made until the maturity date of September 1, 2009 ("Long Term Note"). The
acquirer of Hano paid off the Short Term Note under its terms and prepaid the
Long Term Note. The Company also entered into an agreement with Hano to sublease
building space from Hano for $26,333 per month through December 2004. In
conjunction with the sale of Hano, the Company sold a warehouse facility
occupied by Hano and certain other subsidiaries of the Company. Sale proceeds
from the warehouse sale consisted of a $900,000 7.5% note payable in interest
only installments until September 24, 2005 when principal and interest payments
will be made until the maturity date of August 31, 2009. The note is
collateralized by a first mortgage on the warehouse. The Company entered into a
lease for the warehouse for $10,000 per month through August 2004, then
increasing to $15,000 per month through August 2009.

         Other income was $167,000 in both Fiscal 1999 to Fiscal 2000,
respectively. Other income primarily represents the net of gains and/or losses
on sales of equipment and miscellaneous other income and expense items.

         Provision for income taxes increased 141.6% from $7.4 million for
Fiscal 1999 to $17.8 million for Fiscal 2000, reflecting effective income tax
rates of 44.8% and 42.0%, respectively. The decrease in the effective income tax
rates from Fiscal 1999 to Fiscal

                                       19
<PAGE>

2000 was primarily a result of the Company's effective tax rate of 40.0% on the
$15.8 million gain on the sale of securities during Fiscal 2000. During both
periods, the effective income tax rates reflect the recording of tax provisions
at the federal statutory rate, plus appropriate state and local taxes. In
addition, the effective tax rates for both Fiscal 1999 and Fiscal 2000 were
increased to reflect the incurrence of non-deductible goodwill amortization
expense resulting from the acquisitions of certain of the Purchased Companies.

Liquidity and Capital Resources

         At April 30, 2001, the Company had cash of $2.1 million and working
capital of $91.9 million. The Company's capitalization, defined as the sum of
long-term debt and stockholders' equity, at April 30, 2001 was approximately
$265.1 million.

         Workflow Management uses a centralized approach to cash management and
the financing of its operations. As a result, minimal amounts of cash and cash
equivalents are typically on hand as any excess cash would be used to pay down
the Company's revolving credit facility. Cash at April 30, 2001 primarily
represented customer collections and in-transit cash sweeps from the Company's
subsidiaries at the end of the fiscal year.

         Workflow Management's anticipated capital expenditures budget for the
next twelve months is approximately $7.5 million for new equipment and
maintenance.

         During Fiscal 2001, net cash provided by operating activities was $11.1
million. Net cash used in investing activities was $29.2 million, including
$32.9 million used for acquisitions and $10.3 million used for capital
expenditures, which were partially offset by proceeds of $9.8 million for the
sale of the net assets held for sale and $2.5 million for the collection of a
note receivable for the sale of a subsidiary. Net cash provided by financing
activities was $17.4 million, which was mainly comprised of the net borrowings
on the credit facility of $36.2 million which was partially offset by $10.5
million and $4.9 million used for the payments of short-term debt and
subordinated related party debt, respectively.

         During Fiscal 2000, net cash provided by operating activities was $4.1
million. Net cash used in investing activities was $34.7 million, including
$36.5 million used for acquisitions, $16.2 million used for capital expenditures
and $4.0 million used for the purchase of securities and investments, which was
partially offset by $18.2 million in proceeds from the sale of securities. Net
cash provided by financing activities was $32.8 million, which included $31.0
million in net borrowings on the credit facility.

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

         Workflow Management has significant operations in Canada. Net sales
from the Company's Canadian operations accounted for approximately 24.0% of the
Company's total net sales in Fiscal 2001. As a result, Workflow Management is
subject to certain risks inherent in conducting business internationally,
including fluctuations in currency exchange rates.

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

         During Fiscal 2000, the Company replaced its $200.0 million credit
facility and entered into a secured $250.0 million revolving credit facility
(the "Credit Facility") underwritten and agented by Fleet Bank. The Credit
Facility is composed of a $200.0 million revolver, including a $50.0 million
sublimit for Canadian borrowings, and a $50.0 million amortizing term note. The
Credit Facility matures on March 10, 2004 and is secured by substantially all
assets of the Company and is subject to terms and conditions typical of a credit
facility of such type and size, including certain financial covenants, which
include a total debt to proforma EBITDA maximum of 3.75 to 1.0. Interest rate
options are available to the Company conditioned on certain leverage tests. The
maximum rate of interest is the prime rate from time to time in effect. The
Credit Facility is also available to fund the cash portion of future
acquisitions, subject to the maintenance of bank covenants and total
availability under the facility. At April 30, 2001, the leverage ratio
calculated under the Credit Facility was 3.53 to 1.0. The Company could borrow
an additional $10.7 million under the Credit Facility for working capital
purposes and remain in compliance with the facility. At July 17, 2001, the
Company had approximately $186.6 million outstanding under the Credit Facility,
at an annual interest rate of approximately 6.83% and up to $63.4 million
available under the Credit Facility for acquisitions and working capital
purposes subject to compliance with certain covenants as discussed above.

                                       20
<PAGE>

         During Fiscal 1999, the Company issued $4.1 million in subordinated
unsecured notes including attached warrants with a value of $0.8 million at the
time of the debt issuance (the "Subordinated Notes") to certain members of the
Company's management for $4.9 million. The proceeds from the Subordinated Notes
were used to repurchase the Company's common stock. The Subordinated Notes were
to mature on January 18, 2009, and had a stated coupon of 12% payable
semi-annually in arrears. On December 8, 2000, the Company repaid in full the
Subordinated Notes and repurchased the attached warrants for $4.9 million. As
required under the terms the Subordinated Notes, warrants previously issued to
the note holders were returned to the Company and reissued in an amount
sufficient to provide a 15.0% total annual return to each holder. During Fiscal
2000 and Fiscal 2001, the Company issued 5,441 and 36,663 warrants,
respectively, which are exercisable into shares of Company Common Stock at a
nominal cost. Debt issue costs of $111,091 were written-off upon termination of
the Subordinated Notes and the after tax impact of $64,433 was recorded as an
extraordinary loss.

         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) may to be subject to the Company's Indemnification Obligation.
Nevertheless, the Company does not presently anticipate that the Indemnification
Obligation will have a material adverse effect on the Company. On March 5, 2001,
U.S. Office Products and most of its United States subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code. The Company cannot
predict whether U.S. Office Products' bankruptcy proceedings will increase the
likelihood that U.S. Office Products will pursue indemnification claims against
the Company for Shared Liabilities resulting from the various lawsuits described
above.

         The Company expects to enter into a sale-leaseback transaction
involving its five Company-owned buildings during the month of July 2001 to
reduce its leverage. Net cash proceeds to the Company after taxes and fees
associated with this transaction are expected to be approximately $6.7 million.
The entire net proceeds will be used to pay down debt.

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

Fluctuations in Quarterly Results of Operations

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

         The following tables set forth certain unaudited quarterly financial
data for Fiscal 2001 and Fiscal 2000 (in thousands, except per share amounts).
The information has been derived from unaudited consolidated financial
statements that in the opinion of management reflect adjustments, consisting
only of normal recurring accruals, necessary for a fair presentation of such
quarterly information. Net income per share is computed independently for each
of the quarters presented and therefore may not sum to the total for the fiscal
year. The results for Fiscal 2000 include gains on the sale of securities of
$2,971, $4,156 and $8,699 recorded in the second, third and fourth quarter,
respectively.
                                   (Continued)

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                                              Fiscal 2001 Quarters
                                               -----------------------------------------------------------------------------
                                                   First           Second          Third           Fourth            Total
                                                   -----           ------          -----           ------            -----
<S>                                            <C>             <C>             <C>             <C>             <C>
Revenues....................................   $   141,829     $   149,226     $   155,188     $   157,035     $     603,278
Gross profit................................        41,200          44,116          44,219          44,193           173,728
Operating income............................         5,946           8,101           8,138          (2,655)           19,530
Income before extraordinary item............         1,518           2,757           2,772          (3,354)            3,693
Extraordinary item..........................                                            64                                64
Net income..................................         1,518           2,757           2,708          (3,354)            3,629

Net income per share:
  Basic:
    Income before extraordinary item........   $      0.12     $      0.21     $      0.21     $     (0.26)    $        0.29
    Extraordinary item......................                                          0.00                              0.01
    Net income..............................          0.12            0.21            0.21           (0.26)             0.28
  Diluted:
    Income before extraordinary item........   $      0.11     $      0.21     $      0.21     $     (0.26)    $        0.28
    Extraordinary item......................                                          0.00                              0.00
    Net income..............................          0.11            0.21            0.21           (0.26)             0.28

Weighted average shares outstanding:
  Basic.....................................        12,891          12,915          12,956          12,975            12,934
  Diluted...................................        13,564          12,925          13,005          13,032            13,131

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

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

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

                                       22
<PAGE>

Inflation

         The Company does not believe that inflation had a material impact on
its results of operations during Fiscal 2001, Fiscal 2000 or Fiscal 1999.

New Accounting Pronouncements

         Accounting for Goodwill and Other Intangibles. In July 2001, the
Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 141 established when a business
combination occurs, that the business combination must be accounted for by using
the purchase method of accounting and that goodwill should be initially
recognized as an asset in the financial statements. Furthermore, SFAS No. 141
provides for the transition and effective dates for the application of the new
statement as well as the disclosure requirements concerning business
combinations. SFAS No. 142, "Goodwill and Other Intangible Assets" supersedes
APB Opinion No. 17, "Intangible Assets" however, the new statement will carry
forward provisions in APB Opinion No. 17 related to internally developed
intangible assets. The most significant change SFAS No. 142 has established is
that the Company will no longer include goodwill amortization expense as a
deduction from earnings. Instead of amortizing goodwill or other intangible
assets with an indefinite life, the new statement will require companies to test
these assets on an annual basis for impairment. Any impairment losses should be
presented as a separate line item in the operating section of the income
statement. SFAS No. 142 also provides guidance for appropriate disclosure and
financial statement presentation. Had SFAS No. 142 been effective at the
beginning of Fiscal 2001, pre-tax income would have increased by $2.8 million.

         The pronouncements are effective for fiscal year-ends commencing after
December 15, 2001. Early application, however, is permitted for fiscal years
beginning after March 15, 2001. The Company expects to early adopt the new
statements effective May 1, 2001.

         Accounting for Derivative Instruments and Hedging Activities. In June
1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" as amended by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," in June 2000 ("SFAS No.
133 as Amended"), effective for the Company's fiscal year beginning January 1,
2001. This standard requires companies to record all derivative instruments as
assets or liabilities on the balance sheet, measured at fair value. The
recognition of gains or losses resulting from changes in the values of those
derivative instruments is based on the use of each derivative instrument and
whether it qualifies for hedge accounting. The key criterion for hedge
accounting is that the hedging relationship must be highly effective in
achieving offsetting changes in fair value or cash flows. The Company does not
anticipate that the implementation of SFAS No. 133 as Amended will have a
material impact on the consolidated financial statements.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         The Company's financial instruments include cash, accounts receivable,
accounts payable and long-term debt. Market risks relating to the Company's
operations result primarily from changes in interest rates. The Company's
borrowings are primarily dependent upon LIBOR rates. The estimated fair value of
long-term debt approximates its carrying value at April 30, 2001.

         The Company does not hold or issue derivative financial instruments for
trading purposes. On May 3, 2001, the Company entered into an interest rate swap
agreement (the "Swap") with various lending institutions at no cost to the
Company. The Swap's effective date is August 1, 2001 with a termination date of
March 10, 2004. The Company exchanged its variable interest rate on $100.0
million in Credit Facility debt for a fixed 3-month LIBOR of approximately 5.10%
plus the Company's interest rate spread under its Credit Facility. The Swap was
entered into to manage interest rate risk on the variable rate borrowings under
the Company's revolving credit portion of its debt. This interest rate swap has
the effect of locking in, for a specified period, the base interest rate the
Company will pay on the $100.0 million notional principal amount established in
the Swap. As a result, while this hedging arrangement is structured to reduce
the Company's exposure to interest rate increases, it also limits the benefit
the Company might otherwise have received from any interest rate decreases. This
Swap will be cash settled quarterly, with interest expense adjusted for amounts
paid or received. If 3-month LIBOR were to increase or decrease by 1.0%, the
impact to the Company would be a savings of $1.0 million in interest expense or
an additional interest expense of $1.0 million over the interest charged on
$100.0 million in debt under the variable 3-month LIBOR.

                                       23
<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 30, 2001 and April 30, 2000..........................................  F-2
   Consolidated Statement of Income for the fiscal years ended April 30, 2001, April 30, 2000
     and April 24, 1999.....................................................................................  F-3
   Consolidated Statement of Stockholders' Equity for the fiscal years ended April 30, 2001,
     April 30, 2000 and April 24, 1999......................................................................  F-4
   Consolidated Statement of Cash Flows for the fiscal years ended April 30, 2001,
     April 30, 2000 and April 24, 1999......................................................................  F-5
   Notes to Consolidated Financial Statements...............................................................  F-7

Financial Statement Schedule

   Schedule for the fiscal years ended April 30, 2001, April 30, 2000 and April 24, 1999:
       Schedule II - Valuation and Qualifying Accounts and Reserves.........................................  F-29
</TABLE>

                                       24
<PAGE>

                       Report of Independent Accountants


To the Board of Directors
  of Workflow Management, Inc.:

         In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Workflow Management, Inc. and its subsidiaries at April 30, 2001 and
April 30, 2000, and the results of their operations and their cash flows for
each of the three fiscal years in the period ended April 30, 2001, in conformity
with accounting principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and the financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and the financial
statement schedule based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, 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 our opinion.


PricewaterhouseCoopers LLP

Boston, Massachusetts

June 18, 2001

                                      F-1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           April 30,           April 30,
                                                                                             2001                2000
                                                                                         -------------       -------------
       ASSETS
<S>                                                                                      <C>                 <C>
Current assets:
   Cash and cash equivalents......................................................       $       2,126       $       2,851
   Accounts receivable, less allowance for doubtful accounts of $4,027 and
     $4,191, respectively.........................................................              99,576             100,366
   Inventories....................................................................              55,572              46,223
   Prepaid expenses and other current assets......................................              15,404              11,405
                                                                                         -------------       -------------
       Total current assets.......................................................             172,678             160,845

Property and equipment, net.......................................................              56,423              55,859
Intangible assets, net............................................................             113,538              92,650
Other assets......................................................................               8,462              12,346
Net assets held for sale..........................................................                 900              10,012
                                                                                         -------------       -------------
       Total assets...............................................................       $     352,001       $     331,712
                                                                                         =============       =============

       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Short-term debt................................................................       $         994       $       1,139
   Note payable for acquisition...................................................                                  10,337
   Accounts payable...............................................................              33,295              33,950
   Accrued compensation...........................................................              13,053              15,824
   Accrued additional purchase consideration......................................              10,283               9,581
   Accrued income taxes...........................................................                                   4,654
   Accrued restructuring costs....................................................               3,586               1,316
   Other accrued liabilities......................................................              19,476              14,072
                                                                                         -------------       -------------
       Total current liabilities..................................................              80,687              90,873

Long-term credit facility.........................................................             171,065             135,695
Subordinated related party debt...................................................                                   4,174
Other long-term debt..............................................................               4,266               5,005
Deferred income taxes.............................................................               4,902               4,557
Other long-term liabilities.......................................................               1,328               1,486
                                                                                         -------------       -------------
       Total liabilities..........................................................             262,248             241,790
                                                                                         -------------       -------------

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,
     12,993,730 and 12,880,895 shares, respectively, issued and outstanding.......                  13                  13
   Additional paid-in capital.....................................................              52,041              51,981
   Notes receivable from officers.................................................              (4,820)             (1,958)
   Accumulated other comprehensive loss...........................................              (3,627)             (2,631)
   Retained earnings..............................................................              46,146              42,517
                                                                                         -------------       -------------
       Total stockholders' equity.................................................              89,753              89,922
                                                                                         -------------       -------------
       Total liabilities and stockholders' equity.................................       $     352,001       $     331,712
                                                                                         =============       =============
</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 30,         April 30,        April 24,
                                                                      2001              2000             1999
                                                                 ---------------   ---------------  ---------------
<S>                                                              <C>               <C>              <C>
Revenues....................................................     $       603,278   $       547,061  $       390,952
Cost of revenues............................................             429,550           387,184          278,836
                                                                 ---------------   ---------------  ---------------
       Gross profit.........................................             173,728           159,877          112,116

Selling, general and administrative expenses................             141,475           119,028           86,298
Amortization expense........................................               2,754             2,164              779
Restructuring costs.........................................               8,292             1,467
Abandoned public offering costs.............................               1,677
Strategic restructuring plan costs..........................                                                  3,818
                                                                 ---------------   ---------------  ---------------
       Operating income.....................................              19,530            37,218           21,221

Other (income) expense:
   Interest expense.........................................              14,380            10,912            5,106
   Interest income..........................................                (761)             (371)            (171)
   Gain on sale of securities...............................                               (15,826)
   Loss on sale of subsidiary...............................                                   318
   Other income.............................................                (459)             (167)            (167)
                                                                 ---------------   ---------------  ---------------
Income before provision for income
  taxes and extraordinary items.............................               6,370            42,352           16,453
Provision for income taxes..................................               2,677            17,788            7,364
                                                                 ---------------   ---------------  ---------------
Income before extraordinary items...........................               3,693            24,564            9,089
Extraordinary items--losses on early terminations
  of debt, net of income taxes..............................                  64             1,413
                                                                 ---------------   ---------------  ---------------
Net income..................................................     $         3,629   $        23,151  $         9,089
                                                                 ===============   ===============  ===============

Net income per share:
   Basic:
       Income from before extraordinary items...............     $          0.29   $          1.93  $          0.65
       Extraordinary items..................................                0.01              0.11
                                                                 ---------------   ---------------  ---------------
       Net income...........................................     $          0.28   $          1.82  $          0.65
                                                                 ===============   ===============  ===============
   Diluted:
       Income from before extraordinary items...............     $          0.28   $          1.76  $          0.64
       Extraordinary items..................................                0.00              0.10
                                                                 ---------------   ---------------  ---------------
       Net income...........................................     $          0.28   $          1.66  $          0.64
                                                                 ===============   ===============  ===============

Weighted average shares outstanding:
   Basic....................................................              12,934            12,695           14,077
   Diluted..................................................              13,131            13,910           14,139
</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>
                                                                                          Accumulated
                                       Common Stock      Additional               Notes      Other                           Total
                                    -------------------                        Receivable   Compre-               Total     Compre-
                                       Number             Paid-In   Divisional    From     -hensive  Retained Stockholders' hensive
                                     of Shares  Amount    Capital     Equity     Officers    Loss    Earnings     Equity     Income
                                    ----------  -------   -------   ---------- ----------  --------- -------- ------------- --------
<S>                                 <C>         <C>     <C>         <C>        <C>        <C>        <C>      <C>           <C>
Balance at April 25, 1998.........              $       $           $  50,270  $           $(1,056)  $10,277  $  59,491
   Compensation charge for options
      tendered in strategic
      restructuring...............                                      2,956                                     2,956
   Capital contribution by U.S.
      Office Products.............                                      6,295                                     6,295
   Distribution of common stock
      in strategic restructuring..   14,642,981    15     59,506      (59,521)
   Retirement of common
      stock.......................   (2,066,259)   (2)   (12,636)                                               (12,638)
   Issuance of common stock
      to outside members of the
      Board of Directors..........        6,000               42                                                     42
   Exercise of stock options, net
     of tax benefits..............        2,876               22                                                     22
   Issuance of notes receivable
     from officers................                                                 (1,958)                       (1,958)
   Warrants attached to related
     party subordinated debt......                           750                                                    750
   Comprehensive income:
      Net income..................                                                                     9,089      9,089   $   9,089
      Foreign currency
         translation adjustment...                                                            (824)                (824)       (824)
                                                                                                                          ---------
   Total comprehensive income.....                                                                                        $   8,265
                                                                                                                          =========
                                     ---------- -----   --------    ---------  ----------  -------   -------  ---------

Balance at April 24, 1999.........   12,585,598    13     47,684                   (1,958)  (1,880)   19,366     63,225

   Employee Stock Purchase
     Program......................       36,385              530                                                    530
   Issuance of common stock to
     outside members of the
     Board of Directors...........        6,115              105                                                    105
   Exercise of stock options, net
     of tax benefits..............      252,797            3,662                                                  3,662
   Comprehensive income:
      Net income..................                                                                    23,151     23,151   $  23,151
      Foreign currency
         translation adjustment...                                                            (751)                (751)       (751)
                                                                                                                          ---------
   Total comprehensive income.....                                                                                        $  22,400
                                                                                                                          =========
                                     ---------- -----   --------    ---------  ----------  -------   -------  ---------

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

   Employee Stock Purchase
     Program......................       97,059              609                                                    609
   Issuance of common stock to
     outside members of the
     Board of Directors...........        8,491               65                                                     65
   Exercise of stock options, net
     of tax benefits..............        7,285               65                                                     65
   Issuance of notes receivable
      from officers...............                                                 (2,862)                       (2,862)
   Buyback of rights to warrants..                          (679)                                                  (679)
   Comprehensive income:
      Net income..................                                                                     3,629      3,629   $   3,629
      Foreign currency
         translation adjustment...                                                            (996)                (996)       (996)
                                                                                                                          ---------
   Total comprehensive income.....                                                                                        $   2,633
                                                                                                                          =========
                                     ---------- -----   --------    ---------  ----------  -------   -------  ---------
Balance at April 30, 2001.........   12,993,730 $  13   $ 52,041    $          $   (4,820) $(3,627)  $46,146  $  89,753
                                     ========== =====   ========    =========  ==========  =======   =======  =========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              For the Fiscal Year Ended
                                                                                  -------------------------------------------------
                                                                                       April 30,        April 30,       April 24,
                                                                                         2001             2000            1999
                                                                                  ----------------  ----------------  -------------
<S>                                                                               <C>               <C>               <C>
Cash flows from operating activities:
   Net income...................................................................  $          3,629  $         23,151  $       9,089
   Adjustments to reconcile net income to net cash provided by operating
   activities:
     Depreciation and amortization expense......................................            12,405            10,443          7,033
     Extraordinary loss.........................................................                64             1,413
     Restructuring costs, net of cash paid......................................             2,270              (247)          (208)
     Strategic restructuring plan costs, net of cash paid.......................                                             (1,750)
     Gain on sale of securities.................................................                             (15,826)
     Loss on sale of subsidiary.................................................                                 318
     Compensation charge for options tendered in the strategic restructuring....                                              2,956
     Amortization of deferred financing costs...................................               573               672            545
     Deferred income taxes......................................................            (1,718)             (174)        (1,914)
     Gains on the disposal of assets............................................                                               (224)
     Changes in current assets and liabilities (net of assets acquired and
     liabilities assumed in business combinations accounted for under the
     purchase method):
         Accounts receivable....................................................            10,352            (9,847)        (2,217)
         Inventories............................................................            (6,260)           (7,048)         3,221
         Prepaid expenses and other current assets..............................            (2,944)           (3,717)           964
         Accounts payable.......................................................            (3,909)           (6,951)        (1,743)
         Accrued liabilities....................................................            (3,404)           11,915          9,531
                                                                                  ----------------  ----------------  -------------
           Net cash provided by operating activities............................            11,058             4,102         25,283
                                                                                  ----------------  ----------------  -------------

Cash flows from investing activities:
   Cash paid in acquisitions, net of cash received..............................           (25,200)          (31,827)       (69,774)
   Cash paid for additional purchase consideration..............................            (7,698)           (4,643)          (351)
   Additions to property and equipment..........................................           (10,291)          (16,209)        (7,696)
   Cash received from net assets held for sale..................................             9,764
   Cash collection of note receivable issued with sale of subsidiary............             2,544             1,246
   Cash received on the sale of property and equipment..........................             1,074             2,704            151
   Purchase of securities.......................................................                              (2,400)
   Proceeds from the sale of securities.........................................                              18,226            230
   Cash paid for equity investment..............................................                              (1,557)
   Cash collection of note receivable from employees............................                                              3,703
   Cash surrender value of terminated life insurance contracts..................               657
   Other........................................................................               (11)             (246)            35
                                                                                  ----------------  ----------------  -------------
           Net cash used in investing activities................................           (29,161)          (34,706)       (73,702)
                                                                                  ----------------  ----------------  -------------

Cash flows from financing activities:
   Proceeds from credit facility borrowings.....................................           166,821           131,667        157,834
   Payments of credit facility borrowings.......................................          (130,639)         (100,619)       (53,234)
   Payments of short-term debt, net.............................................           (10,492)             (547)        (5,279)
   (Payments) proceeds from issuance of subordinated related party debt.........            (4,878)                           4,878
   Proceeds from issuance of other long-term debt...............................                               2,664             29
   Payments of other long-term debt.............................................            (1,012)           (1,242)        (7,475)
   Issuance of notes receivable from officers...................................            (2,862)                          (1,958)
   Payments of deferred financing costs.........................................              (243)           (2,354)        (3,544)
   Proceeds from common stock issued under employee benefit programs............               666             3,140             20
   Issuance of common stock to outside directors................................                65               104             42
   Retirement of common stock...................................................                                            (12,638)
   Payments to U.S. Office Products.............................................                                            (36,096)
   Capital contributed by U.S. Office Products..................................                                              6,295
                                                                                  ----------------  ----------------  -------------
           Net cash provided by financing activities............................            17,426            32,813         48,874
                                                                                  ----------------  ----------------  -------------

Effect of exchange rates on cash and cash equivalents...........................               (48)               35            (82)
                                                                                  ----------------  ----------------  -------------
Net (decrease) increase in cash and cash equivalents............................              (725)            2,244            373
Cash and cash equivalents at beginning of period................................             2,851               607            234
                                                                                  ----------------  ----------------  -------------
Cash and cash equivalents at end of period......................................  $          2,126  $          2,851  $         607
                                                                                  ================  ================  =============
</TABLE>
                                   (Continued)

                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              For the Fiscal Year Ended
                                                                                 -------------------------------------------------
                                                                                      April 30,        April 30,       April 24,
                                                                                        2001             2000            1999
                                                                                 ----------------  ----------------  -------------
<S>                                                                              <C>               <C>               <C>
Supplemental disclosures of cash flow information:
   Interest paid..............................................................   $      14,150     $       8,773     $       3,096
   Income taxes paid..........................................................   $      11,419     $      10,826     $       6,163
</TABLE>

     During Fiscal 2001, Fiscal 2000 and Fiscal 1999, the Company paid a total
of $32,898, $36,470 and $70,125, respectively, in cash representing the
aggregate of: 1) the initial fixed consideration for purchase acquisitions, 2)
earn-out provisions and other purchase price adjustments relating to certain
acquisitions and 3) acquisition costs such as legal and accounting fees
associated with certain business combinations all of which related to business
combinations that were accounted for under the purchase method of accounting.
The fair value of the assets and liabilities at the date of acquisition and the
impact of recording the various earn-outs and acquisition costs are presented as
follows:

<TABLE>
<CAPTION>
                                                                                              For the Fiscal Year Ended
                                                                                 -------------------------------------------------
                                                                                      April 30,        April 30,       April 30,
                                                                                        2001             2000            2000
                                                                                 ----------------  ----------------  -------------
<S>                                                                              <C>               <C>               <C>
Accounts receivable...........................................................   $         10,308  $         14,860  $      20,547
Inventories...................................................................              4,021             4,760          7,056
Prepaid expenses and other current assets.....................................                901             1,839          1,499
Property and equipment........................................................              3,761             7,044          9,075
Intangible assets.............................................................             31,626            30,916         50,074
Other assets..................................................................                158               153            128
Net assets held for sale......................................................                               10,012
Short-term debt...............................................................                                 (601)          (505)
Note payable for acquisition..................................................                              (10,337)
Accounts payable..............................................................             (3,660)           (7,315)        (9,575)
Accrued liabilities...........................................................            (14,174)          (13,058)        (4,594)
Long-term debt................................................................                                 (986)        (2,972)
Other long-term liabilities...................................................                (43)             (817)          (608)
                                                                                 ----------------  ----------------  -------------
      Net assets acquired.....................................................   $         32,898  $         36,470  $      70,125
                                                                                 ================  ================  =============
</TABLE>

Noncash transactions:

 .    During Fiscal 2001, Fiscal 2000 and Fiscal 1999, the Company had $10,283,
     $9,581 and $1,188 accrued as additional purchase consideration for earn-
     outs, respectively.

 .    During Fiscal 2001, the Company sold an equity investment in exchange for a
     note receivable totaling $1,789.

 .    During Fiscal 2001, Fiscal 2000 and Fiscal 1999, the Company recorded
     additional paid-in capital of $8, $1,052 and $2, respectively, related to
     the tax benefit of stock options exercised.

 .    During Fiscal 2001 and Fiscal 2000, the Company issued 37 and 5 warrants,
     respectively, in the aggregate to the noteholders of the Subordinated
     Related Party Debt.

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

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

 .    During Fiscal 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.

         See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

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


NOTE 1--BACKGROUND

     Workflow Management, Inc. (the "Company" or "Workflow Management") is a
Delaware corporation formed by U.S. Office Products Company, also a Delaware
corporation ("U.S. Office Products"), in connection with U.S. Office Products'
strategic restructuring plan that was consummated June 9, 1998 (the "Strategic
Restructuring Plan"). As part of its Strategic Restructuring Plan, U.S. Office
Products (i) transferred to the Company substantially all the assets and
liabilities of U.S. Office Products' Print Management Division and (ii)
distributed to holders of U.S. Office Products' common stock 14,643 shares (the
"Distribution" or "Workflow Distribution") of the Company's common stock, par
value $.001 per share ("Company Common Stock") pursuant to a distribution
agreement (the "Distribution Agreement"). Holders of U.S. Office Products'
common stock were not required to pay any consideration for the shares of the
Company Common Stock they received in the Distribution. The Distribution
occurred on June 9, 1998 (the "Distribution Date"). U.S. Office Products and the
Company entered into a number of agreements to facilitate the Distribution and
the transition of the Company to an independent business enterprise.

     Workflow Management is a leading provider of end-to-end solutions,
providing a variety of custom print products and office supplies and related
management services to more than 40,000 businesses in the United States, Canada
and Puerto Rico. The Company is comprised of two main operating divisions - the
Workflow Solutions Division, which provides customers with print management
services, including an e-commerce solution, iGetSmart, designed to minimize the
costs of procuring, storing and using custom print products and office supplies,
and the Workflow Printing Division, which prints and produces envelopes, custom
business documents, commercial print, labels, packaging and direct mail
literature. Workflow Management employs approximately 3,200 persons and has 21
manufacturing facilities in 6 states and 4 Canadian provinces, 17 distribution
centers, 7 print-on-demand centers and 72 sales offices.

NOTE 2--BASIS OF PRESENTATION

     The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of Workflow Management
and the companies acquired in business combinations accounted for under the
purchase method from their respective dates of acquisition.

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

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Definition of Fiscal Year

     As used in these consolidated financial statements and related notes to
consolidated financial statements, "Fiscal 2001", "Fiscal 2000" and "Fiscal
1999" refer to the Company's fiscal years ended April 30, 2001, April 30, 2000
and April 24, 1999, respectively. During Fiscal 2000, the Company's Board of
Directors approved a change in the definition of the Company's fiscal year-end
date from the last Saturday in April to April 30/th/ of each year. As a result
of this change, Fiscal 2001 was comprised of 365 days as compared to Fiscal 2000
and Fiscal 1999 which were comprised of 372 and 364 days, respectively.

                                      F-7
<PAGE>

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

Reclassifications

     Certain reclassifications have been made in the Fiscal 2000 and Fiscal 1999
financial statements to conform to the Fiscal 2001 presentation.

Principles of Consolidation

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

Cash and Cash Equivalents

     The Company considers temporary cash investments with original maturities
of three months or less from the date of purchase to be cash equivalents.

Concentration of Credit Risk

     Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
Receivables arising from sales to customers are not collateralized and, as a
result, management continually monitors the financial condition of its customers
to reduce the risk of loss. The Company's five largest customers accounted for
8.2% and 10.4% of the Company's revenues for Fiscal 2001 and Fiscal 2000,
respectively. The Company's single largest customer accounted for 2.2% and 2.7%
of revenues for Fiscal 2001 and Fiscal 2000, 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 amortized over the lesser of its useful life or its lease
terms. Gains and losses on the disposition of property and equipment are
computed based upon the difference between the sales proceeds received and the
net book value of the fixed asset at the date of the disposal.

Intangible Assets

     Intangible assets consist primarily of goodwill, which represents the
excess of cost over the fair value of assets acquired in business combinations
accounted for under the purchase method, and non-compete agreements. Management
periodically evaluates the recoverability of goodwill, which would be adjusted
for a permanent decline in value, if any, using a methodology prescribed in
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." The Company also assesses long-lived assets and the related intangible
assets for impairment whenever events or changes in circumstances indicate the
carrying amounts of such assets may not be recoverable. Recoverability of these
assets is evaluated by comparing the forecasted undiscounted future cash flows
of the operation to which the assets relate to their net book value, including
associated intangible assets, of such operation. If the operation is determined
to be unable to recover the carrying amount of its assets, then intangible
assets are written down first, followed by the other long-lived assets of the
operation, to fair value. Fair value is determined based on discounted cash
flows or appraised values, depending upon the nature of the assets. Based upon
its most recent assessment, the Company does not believe an impairment of long-
lived assets exists at April 30, 2001.

                                      F-8
<PAGE>

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

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

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

Earn-Out Agreements

     Several of the acquisition agreements for the Company's Fiscal 2001, Fiscal
2000 and Fiscal 1999 business combinations accounted for under the purchase
method of accounting include earn-out provisions that could result in additional
purchase consideration payable in the form of cash payments in subsequent
periods dependent upon specific future operating performance criteria. The
Company records additional purchase consideration under these earn-out
provisions in accordance with Accounting Principles Board ("APB") Opinion No.
16, "Business Combinations" ("APB 16"). As such, when the outcome of the
contingency under the earn-out is determinable beyond a reasonable doubt, the
Company records the expected earn-out payment as goodwill and accrues the earn-
out as an accrued liability on the Company's balance sheet. The goodwill
generated under earn-out agreements is prospectively amortized on a straight-
line basis over the remaining estimated useful life of the goodwill associated
with the respective business combination.

Translation of Foreign Currencies

     The financial statements include the results of the Company's Canadian
operations which are translated from Canadian dollars, their functional
currency, into U.S. dollars. Balance sheet accounts of foreign subsidiaries are
translated using the year-end exchange rate and the statement of income accounts
are translated using the average prevailing exchange rate during the year.
Translation adjustments are recorded in stockholders' equity as a component of
accumulated other comprehensive income (loss). Foreign currency transaction
gains and losses are recorded in income when realized.

Fair Value of Financial Instruments

     The carrying amounts of the Company's financial instruments including cash
and cash equivalents, accounts receivable and accounts payable approximate fair
value. The face amounts of the Company's credit facility, subordinated debt and
other long-term debt, approximate their fair values.

Income Taxes

     Subsequent to the Distribution, the Company began recognizing and paying
taxes as a separate legal entity. The Company provides for deferred taxes on
temporary differences arising from assets and liabilities whose bases are
different for financial reporting and state, federal and foreign income tax
purposes. A valuation allowance is recorded to reduce deferred tax assets when
it is more likely than not that a tax benefit will not be realized.

     Prior to the Distribution and as a division of U.S. Office Products, the
Company did not file separate federal income tax returns but rather was included
in the federal income tax returns filed by U.S. Office Products and its
subsidiaries from the respective dates that the entities within the Company were
acquired by U.S. Office Products. Prior to the Distribution, for purposes of the
consolidated financial statements, the Company's allocated share of U.S. Office
Products' income tax provision was based on the "separate return" method.

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.

                                      F-9
<PAGE>

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

Revenue Recognition

     Revenue is recognized when title of goods and risk of loss passes to
the buyer or upon completion of services provided to the customer. Returns of
the Company's product are not considered material.

Cost of Revenues

     Vendor rebates are recognized on an accrual basis in the period earned and
are recorded as a reduction to cost of revenues. All delivery and warehouse
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 2001, Fiscal 2000 and Fiscal 1999 was $564, $1,221 and $854,
respectively.

Research and Development Costs

     Research and development costs are charged to operations in the year
incurred. Research and development costs are included in the consolidated
statement of income as a component of selling, general and administrative
expenses.

Internally Developed Software

     Internal costs related to internally developed software such as
internal salaries and supplies are expensed as incurred as a component of
selling, general and administrative expenses until the internally developed
software reaches its technological feasibility. External costs related to
internally developed software, such as outside programmers and consultants, are
capitalized and expensed over the expected useful life of the software, normally
three to five years. During Fiscal 2001 and Fiscal 2000, the Company capitalized
$621 and $234, respectively, in internal salaries and outside consulting fees
for internally developed software.

Restructuring Costs

     The Company records the costs of consolidating existing Company facilities
into acquired operations, including the external costs and liabilities to close
redundant Company facilities and severance and relocation costs related to the
Company's employees in accordance with Emerging Issues Task Force Issue No. 94-
3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs incurred in Restructuring)."

New Accounting Pronouncements

     Accounting for Goodwill and Other Intangibles. In July 2001, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and
Other Intangible Assets". SFAS No. 141 established when a business combination
occurs, that the business combination must be accounted for by using the
purchase method of accounting and that goodwill should be initially recognized
as an asset in the financial statements. Furthermore, SFAS No. 141 provides for
the transition and effective dates for the application of the new statement as
well as the disclosure requirements concerning business combinations. SFAS No.
142, "Goodwill and Other Intangible Assets" supersedes APB Opinion No. 17,
"Intangible Assets" however, the new statement will carry forward provisions in
APB Opinion No. 17 related to internally developed intangible assets. The most
significant change SFAS No. 142 has established is that the Company will no
longer include goodwill amortization expense as a deduction from earnings.
Instead of amortizing goodwill or other intangible assets with an indefinite
life, the new statement will require companies to test these assets on an annual
basis for impairment. Any impairment losses should be presented as a separate
line item in the operating section of the income statement. SFAS No. 142 also
provides guidance for appropriate disclosure and financial statement
presentation. Had SFAS No. 142 been effective at the beginning of Fiscal 2001,
pre-tax income would have increased by $2,800.

     The pronouncements are effective for fiscal year-ends commencing after
December 15, 2001. The Company expects to early adopt the new statements
effective May 1, 2001.

                                     F-10
<PAGE>

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

     Accounting for Derivative Instruments and Hedging Activities. In June 1998,
the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," in June 2000 ("SFAS No. 133 as
Amended"), effective for the Company's fiscal year beginning January 1, 2001.
This standard requires companies to record all derivative instruments as assets
or liabilities on the balance sheet, measured at fair value. The recognition of
gains or losses resulting from changes in the values of those derivative
instruments is based on the use of each derivative instrument and whether it
qualifies for hedge accounting. The key criterion for hedge accounting is that
the hedging relationship must be highly effective in achieving offsetting
changes in fair value or cash flows. The Company does not anticipate that the
implementation of SFAS No. 133 as Amended will have a material impact on the
consolidated financial statements.

NOTE 4--BUSINESS COMBINATIONS

     During Fiscal 2001, Fiscal 2000 and Fiscal 1999, the Company made eight,
six and twelve acquisitions, respectively, accounted for under the purchase
method (the "Purchased Companies"). The results of these acquisitions have been
included in the Company's results from their respective dates of acquisition.
Initial cash consideration and subsequent acquisition costs paid associated with
the acquisition of the Purchased Companies totaled $25,200, $31,827 and $69,774
during Fiscal 2001, Fiscal 2000 and Fiscal 1999, respectively. A note payable of
$10,337 was issued in conjunction with one of the Purchased Companies during
Fiscal 2000. The total assets acquired with the Purchased Companies during
Fiscal 2001, Fiscal 2000 and Fiscal 1999, were $50,775, $69,584 and $88,379,
respectively, including intangible assets of $31,626, $30,916 and $50,074,
respectively.

     The majority of the Purchased Companies have earn-out provisions that could
result in additional purchase consideration payable in subsequent periods,
ranging from three to five years, dependent upon the future earnings of these
acquired companies. During Fiscal 2001, Fiscal 2000 and Fiscal 1999, $7,698,
$4,643 and $351, respectively, of additional purchase consideration was paid by
the Company in connection with earn-out provisions and another $10,283 has been
accrued for these earn-out provisions at April 30, 2001. The additional
consideration, whether paid or accrued, has been reflected in the accompanying
balance sheet as goodwill at April 30, 2001.

     In connection with the Fiscal 2000 acquisition of Office Electronics, Inc.
("OEI"), the Company was committed to selling certain of OEI's manufacturing
divisions and the related assets. As of April 30, 2001, all divisions and
assets, intended to be included in the OEI divestiture, have been sold except
for the New Jersey facility. Net cash proceeds from these divested assets and
divisions totaled $9,764 during Fiscal 2001. At April 30, 2001, the carrying
value for the New Jersey facility classified as net assets held for sale is
based upon the estimated net realizable value of this facility.

     The following presents the unaudited pro forma results of operations of the
Company for Fiscal 2001 and Fiscal 2000, as if the divestiture of a subsidiary
and the purchase acquisitions completed since the beginning of Fiscal 2000 had
been consummated at the beginning of Fiscal 2000. The pro forma results of
operations presented below include certain pro forma adjustments to reflect the
amortization of intangible assets and reductions in executive compensation of
$201 and $586 for Fiscal 2001 and Fiscal 2000, respectively, at the acquired
companies:

<TABLE>
<CAPTION>
                                                                For the Fiscal Year Ended
                                                            ---------------------------------
                                                            April 30, 2001     April 30, 2000
                                                            --------------     --------------
<S>                                                         <C>                <C>
Revenues..........................................          $      645,454     $      670,294
Net income........................................                   3,873             25,642
Net income per share:
   Basic..........................................          $         0.30     $         2.02
   Diluted........................................                    0.30               1.84
</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 and the divestiture occurred at the beginning of
Fiscal 2000 or the results which may occur in the future.

                                     F-11
<PAGE>

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

NOTE 5--RESTRUCTURING COSTS

     During Fiscal 2001, the Company incurred expenses of $8,292 in connection
with its' reorganization and integration plan. Under this restructuring plan,
the Company streamlined its operations by eliminating duplicate facilities and
employee functions and reducing corporate overhead. The Company paid $681 for
severance and utilized an additional $4,025 for facility closures and asset
write-downs associated with this plan in Fiscal 2001.

     During Fiscal 2000, the Company incurred expenses of $1,467, at its'
Canadian subsidiary, associated with the reorganization of certain executive and
administrative functions and the closure of one of the Canadian manufacturing
facilities. As a result of the restructuring plan, the Company paid $1,316 and
$151 in Fiscal 2001 and Fiscal 2000, respectively, for severance agreements,
facility closures and various other fees associated with this plan.

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

     Under the restructuring plans implemented during Fiscal 2001, Fiscal 2000
and Fiscal 1998, the Company intended to terminate and provide severance
benefits to 100, 39 and 23 employees, respectively. During Fiscal 2001, Fiscal
2000 and Fiscal 1999, the Company terminated and provided severance benefits to
31, 9 and 6 employees, respectively. All employees included in the Fiscal 2000
and Fiscal 1998 restructuring plans have been terminated. The majority of the
workforce reductions were within the production area and backroom functions such
as accounting, human resources and administration.

     The following table sets forth the Company's accrued restructuring costs
for the three-year period ended April 30, 2001:

<TABLE>
<CAPTION>
                                                                 Facility                        Other Asset
                                                                Closure and      Severance and   Write-downs
                                                               Consolidation     Terminations     and Costs       Total
                                                               -------------     ------------    -----------    ----------
<S>                                                            <C>               <C>             <C>
Balance at April 25, 1998...................................   $         -       $        397    $        -     $      397
       Utilizations.........................................             -               (208)            -           (208)
                                                               -------------     ------------    -----------    ----------

Balance at April 24, 1999...................................             -                189             -            189
       Additions............................................              15            1,434             18         1,467
       Utilizations.........................................             (15)            (307)           (18)         (340)
                                                               -------------     ------------    -----------    ----------

Balance at April 30, 2000...................................             -              1,316            -           1,316
       Additions............................................           3,401            2,070          2,821         8,292
       Utilizations.........................................          (1,779)          (1,997)        (2,246)       (6,022)
                                                               -------------     ------------    -----------    ----------

Balance at April 30, 2001...................................   $       1,622     $      1,389    $       575    $    3,586
                                                               =============     ============    ===========    ==========
</TABLE>

NOTE 6--ABANDONED PUBLIC OFFERING COSTS

     During Fiscal 2001, the Company abandoned its effort for a tax free spin-
off and subsequent public offering of its iGetSmart.com subsidiary due to market
conditions and expensed certain accounting, legal and consulting fees associated
with the effort totaling $1,677.

NOTE 7--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.

                                     F-12
<PAGE>

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


NOTE 8--INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                                         April 30,    April 30,
                                                                                            2001         2000
                                                                                        -----------  -----------
<S>                                                                                     <C>          <C>
Raw materials.........................................................................  $    15,480  $    15,130
Work-in-process.......................................................................        8,595        3,287
Finished goods........................................................................       31,497       27,806
                                                                                        -----------  -----------
         Total inventories............................................................  $    55,572  $    46,223
                                                                                        ===========  ===========
</TABLE>

NOTE 9--PROPERTY AND EQUIPMENT

         Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                                         April 30,    April 30,
                                                                                            2001         2000
                                                                                        -----------  -----------
<S>                                                                                     <C>          <C>
Land..................................................................................  $     1,106  $     1,118
Buildings.............................................................................        5,999        5,772
Furniture and fixtures................................................................       31,210       23,978
Computer equipment and software.......................................................       17,824       15,448
Warehouse equipment...................................................................       31,743       32,730
Equipment under capital leases........................................................        2,792        2,792
Leasehold improvements................................................................        7,605        7,362
                                                                                        -----------  -----------
                                                                                             98,279       89,200
Less: Accumulated depreciation........................................................      (41,856)     (33,341)
                                                                                        -----------  -----------
Net property and equipment............................................................  $    56,423  $    55,859
                                                                                        ===========  ===========
</TABLE>

         Depreciation expense for Fiscal 2001, Fiscal 2000 and Fiscal 1999 was
$9,651, $8,279 and $6,254, respectively.


NOTE 10--INTANGIBLE ASSETS

         Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                                                         April 30,    April 30, ,
                                                                                            2001         2000
                                                                                        -----------  -----------
<S>                                                                                     <C>          <C>
Goodwill..............................................................................  $   118,040  $    94,898
Non-compete agreements................................................................          398          398
Other.................................................................................        1,682        1,226
                                                                                        -----------  -----------
                                                                                            120,120       96,522
Less: Accumulated amortization........................................................       (6,582)      (3,872)
                                                                                        -----------  -----------
       Net intangible assets..........................................................  $   113,538  $    92,650
                                                                                        ===========  ===========
</TABLE>

         Amortization expense for Fiscal 2001, Fiscal 2000 and Fiscal 1999 was
$2,754, $2,164 and $779, respectively.

                                     F-13
<PAGE>

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

NOTE 11--DEBT

Short-Term Debt

         Short-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                                 April 30,    April 30,
                                                                                                    2001         2000
                                                                                                -----------  -----------
<S>                                                                                             <C>          <C>
Current maturities of long-term debt..........................................................  $       994  $     1,139
Notes payable for acquisition consisting of $2,337 of non-interest bearing and $7,475
  of interest bearing notes, plus accrued interest of $525 at 7.02%...........................                    10,337
                                                                                                -----------  -----------
       Total short-term debt..................................................................  $       994  $    11,476
                                                                                                ===========  ===========
</TABLE>

Long-Term Debt

         Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                                 April 30,    April 30,
                                                                                                    2001         2000
                                                                                                -----------  -----------
<S>                                                                                             <C>          <C>
Revolving credit facility.....................................................................  $   171,065  $   135,695
Subordinated related party debt...............................................................                     4,174
Notes payable, secured by certain assets of the Company, weighted average
  interest rates of 4.61% and 5.64%, respectively.............................................        2,177        2,039
Capital lease obligations, weighted average interest rates of 8.69%
  and 8.65%, respectively.....................................................................        3,083        4,105
                                                                                                -----------  -----------
                                                                                                    176,325      146,013
Less: Current maturities of long-term debt....................................................         (994)      (1,139)
                                                                                                -----------  -----------
       Total long-term debt...................................................................  $   175,331  $   144,874
                                                                                                ===========  ===========
</TABLE>

Maturities of Long-Term Debt

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

<TABLE>
<CAPTION>
Fiscal year:
<S>                                                                                                          <C>
  2002.....................................................................................................  $       994
  2003.....................................................................................................          988
  2004.....................................................................................................      172,054
  2005.....................................................................................................        1,181
  2006.....................................................................................................          479
  Thereafter...............................................................................................          629
                                                                                                             -----------
      Total maturities of long-term debt...................................................................  $   176,325
                                                                                                             ===========
</TABLE>

Revolving Credit Facility

         During Fiscal 2000, the Company entered into a secured $250,000
revolving credit facility (the "Credit Facility") underwritten and agented by
Fleet Bank. The Credit Facility is composed of a $200,000 revolver, including a
$50,000 sublimit for Canadian borrowings and a $50,000 amortizing term note. The
Credit Facility matures on March 10, 2004 and is secured by substantially all
assets of the Company and is subject to terms and conditions typical of a credit
facility of such type and size, including certain financial covenants, which
include a total debt to proforma trailing twelve months EBITDA maximum of 3.75
to 1.0. Interest rate options are available to the Company conditioned on
certain leverage tests. The maximum rate of interest is the prime rate from time
to time in effect. The Credit Facility is also available to fund the cash
portion of future acquisitions, subject to the maintenance of bank covenants and
total availability under the facility. At April 30, 2001, the leverage ratio
calculated under the Credit Facility was 3.53 to 1.0. The Company could borrow
an additional $10,700 under the Credit Facility for working capital purposes and
remain in compliance with the facility. At April 30, 2001, the Company had
approximately $171,065 outstanding under the Credit Facility, at an annual
interest rate of approximately 7.08%, and up to $78,935 available under the
Credit Facility for acquisitions and working capital purposes subject to
compliance with certain covenants as discussed above. During the Fiscal 2001,
the Company incurred $13,555 in interest expense relating to the Credit
Facility.

                                     F-14
<PAGE>

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


Subordinated Related Party Debt

         During Fiscal 1999, the Company issued $4,127 in subordinated unsecured
notes including attached warrants with a value of $751 at the time of the debt
issuance (the "Subordinated Notes") to certain members of the Company's
management for $4,878. The proceeds from the Subordinated Notes were used to
repurchase the Company's common stock ("Company Common Stock"). The Subordinated
Notes were to mature on January 18, 2009, and had a stated coupon of 12% payable
semi-annually in arrears. On December 8, 2000, the Company repaid in full the
Subordinated Notes and repurchased the attached warrants for $4,878. As required
under the terms the Subordinated Notes, warrants previously issued to the note
holders were returned to the Company and reissued in an amount sufficient to
provide a 15.0% total annual return to each holder. During Fiscal 2001 and
Fiscal 2000, the Company issued 37 and 5 warrants, respectively, which are
exercisable into shares of Company Common Stock at a nominal cost. Debt issue
costs of $111 were written-off upon termination of the Subordinated Notes and
the after tax impact of $64 was recorded as an extraordinary loss. Interest
expense for Fiscal 2001 relating to the Subordinated Notes was $394.

NOTE 12--INCOME TAXES

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


                                                For the Fiscal Year Ended
                                         -------------------------------------
                                          April 30,     April 30,    April 24,
                                             2001         2000         1999
                                         -----------  -----------  -----------

Domestic...............................  $    (6,373) $    31,719  $     8,744
Foreign................................       12,743       10,633        7,709
                                         -----------  -----------  -----------
       Total...........................  $     6,370  $    42,352  $    16,453
                                         ===========  ===========  ===========

                                     F-15
<PAGE>

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


         The provision for income taxes consists of:

<TABLE>
<CAPTION>
                                                                                  For the Fiscal Year Ended
                                                                           -------------------------------------
                                                                             April 30,    April 30,   April 24,
                                                                               2001         2000         1999
                                                                           -----------  -----------  -----------
<S>                                                                        <C>          <C>          <C>
Income taxes currently payable (receivable):
   Federal...............................................................  $    (1,346) $     9,812  $     3,476
   State.................................................................          204        2,902        1,908
   Foreign...............................................................        5,537        5,248        3,894
                                                                           -----------  -----------  -----------
                                                                                 4,395       17,962        9,278

Deferred income tax (benefit)............................................       (1,718)        (174)      (1,914)
                                                                           -----------  -----------  -----------
       Total provision for income taxes..................................  $     2,677  $    17,788  $     7,364
                                                                           ===========  ===========  ===========
</TABLE>

         Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
                                                                                         April 30,    April 30,
                                                                                            2001         2000
                                                                                        -----------  -----------
<S>                                                                                     <C>          <C>
Current deferred tax assets:
   Inventory..........................................................................  $     1,265  $     1,041
   Allowance for doubtful accounts....................................................        1,300        1,328
   Accrued liabilities................................................................        2,501          886
                                                                                        -----------  -----------
       Total current deferred tax assets..............................................        5,066        3,255
                                                                                        -----------  -----------

Long-term deferred tax (assets) liabilities:
   Property and equipment.............................................................       (3,477)      (4,145)
   Intangible assets..................................................................       (2,425)      (1,175)
   Other..............................................................................        1,000          763
                                                                                        -----------  -----------
       Total long-term deferred tax liabilities.......................................       (4,902)      (4,557)
                                                                                        -----------  -----------
       Net deferred tax (asset) liability.............................................  $       164  $    (1,302)
                                                                                        ===========  ===========
</TABLE>

         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 30,    April 30,   April 24,
                                                                               2001         2000         1999
                                                                           -----------  -----------  -----------
<S>                                                                        <C>          <C>          <C>
U.S. federal statutory rate .............................................         35.0%        35.0%        34.7%
State income taxes, net of federal income tax benefit....................         (5.8)         6.1          7.5
Foreign earnings not subject to U.S. taxes ..............................        (70.0)       (10.7)       (16.3)
Nondeductible goodwill amortization .....................................          4.5          0.5          0.6
Nondeductible acquisition costs/restructuring costs .....................
Foreign taxes ...........................................................         78.8         10.4         18.7
Other ...................................................................         (0.5)         0.7         (0.4)
                                                                           -----------  -----------  -----------

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

                                     F-16
<PAGE>

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


NOTE 13--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:

<TABLE>
<CAPTION>
                                                                                             Capital    Operating
                                                                                             Leases       Leases
                                                                                           ----------   ----------
<S>                                                                                        <C>          <C>
Fiscal year:
   2002...............................................................................     $    1,003   $   11,465
   2003...............................................................................            863       10,114
   2004...............................................................................            818        9,321
   2005...............................................................................            612        8,182
   2006...............................................................................            220        7,688
Thereafter............................................................................                      17,801
                                                                                           ----------   ----------
Total minimum lease payments..........................................................          3,516   $   64,571
                                                                                                        ==========
Less: Amounts representing interest...................................................           (433)
                                                                                           ----------
Present value of net minimum lease payments...........................................     $    3,083
                                                                                           ===========
</TABLE>

         Rent expense for all operating leases for Fiscal 2001, Fiscal 2000 and
Fiscal 1999 was $11,531, $9,152 and $6,188, respectively.


NOTE 14--COMMITMENTS AND CONTINGENCIES

Distribution

         At the time of the Workflow Distribution, U.S. Office Products also
distributed to its stockholders shares of common stock of three additional
companies (collectively the "Spin-off Companies"). As part of these
distributions and the Workflow Distribution (collectively the "USOP
Distributions"), the Company, the Spin-off Companies and U.S. Office Products
entered into a distribution agreement, a tax allocation agreement, and an
employee benefits agreement (collectively the "Spin-off Agreements"). The
purpose of the Spin-off Agreements was to allocate certain tax, employee benefit
and corporate liabilities among the Company, the Spin-Off Companies and U.S.
Office Products. Under the Spin-off Agreements, the Company is obligated to
indemnify the Spin-off Companies and U.S. Office Products for certain matters,
including any actions or omissions by the Company that contribute to a final
determination that any or all of the USOP Distributions are taxable.

         The Spin-off Agreements include provisions that allocate to the Company
and the Spin-off Companies 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 USOP
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 $1,750.

                                     F-17
<PAGE>

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


Litigation

     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 $1,750) may be subject to the Company's indemnification
obligation for Shared Liabilities under the Distribution Agreement. On March 5,
2001, U.S. Office Products and most of its United States subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The
Company cannot predict whether U.S. Office Products' bankruptcy proceedings will
increase the likelihood that U.S. Office Products will pursue indemnification
claims against the Company for Shared Liabilities resulting from the various
lawsuits described above. 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 30, 2001 related to
these agreements, as no change of control has occurred.


NOTE 15--EMPLOYEE BENEFIT PLANS

401(k) Retirement Plan

     Effective upon the Distribution, the Company adopted its 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 2001, Fiscal 2000 and
Fiscal 1999, expenses associated with the 401(k) Plan were $665, $490 and $389,
respectively.

                                     F-18
<PAGE>

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


NOTE 16--STOCKHOLDERS' EQUITY

Earnings Per Share

     Basic earnings per share ("EPS") excludes dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. The following information
presents the Company's computations of basic and diluted EPS for the periods
presented in the consolidated statement of income.

<TABLE>
<CAPTION>
                                                                  For the Fiscal Year Ended
                                                           -------------------------------------
                                                            April 30,    April 30,    April 24,
                                                              2001         2000         1999
                                                           -----------  -----------  -----------
<S>                                                     <C>           <C>           <C>
Basic earnings per share:

   Net income............................................  $     3,629  $    23,151  $     9,089
                                                           ===========  ===========  ===========

   Weighted average number of
       common shares outstanding.........................       12,934       12,695       14,077
                                                           ===========  ===========  ===========

   Basic earnings per share..............................  $      0.28  $      1.82  $      0.65
                                                           ===========  ===========  ===========

Diluted earnings per share:

   Net income............................................  $     3,629  $    23,151  $     9,089
                                                           ===========  ===========  ===========

   Weighted average number of:
       Common shares outstanding.........................       12,934       12,695       14,077
       Potentially dilutive shares*......................          197        1,215           62
                                                           -----------  -----------  -----------
           Total.........................................       13,131       13,910       14,139
                                                           ===========  ===========  ===========

Diluted earnings per share...............................  $      0.28  $      1.66  $      0.64
                                                           ===========  ===========  ===========
</TABLE>

* The Company had additional employee stock options outstanding during the
periods presented that were not included in the computation of diluted earnings
per share because they were anti-dilutive. Options to purchase 4,556, 239 and
3,886 shares of common stock were anti-dilutive and outstanding during Fiscal
2001, Fiscal 2000 and Fiscal 1999, respectively.

Notes Receivable from Officers

     During Fiscal 2001 and Fiscal 1999, the Company extended loans to certain
members of management and the Board of Directors ("Stock Loans") for the
purchase, in the open market, of the Company Common Stock by those individuals.
The Stock Loans are full recourse promissory notes bearing interest at 6.75% and
8.0% per annum with principal and interest payable at maturity on January 2,
2003. Upon a change of control of the Company, as defined on the notes, the
principal amount and accrued interest outstanding under the Stock Loans is
forgiven. At April 30, 2001, $4,820 and $452 in principal and interest,
respectively, were outstanding.

Retirement of Company Common Stock

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

                                     F-19
<PAGE>

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


Capital Contribution by U.S. Office Products

     During Fiscal 1999, U.S. Office Products contributed $6,295 of capital to
the Company. 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.

     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
4,393 shares, including the issuance of 600 shares of "incentive stock options"
as that term is defined in the Internal Revenue Code, the options granted to
Jonathan J. Ledecky, Thomas B. D'Agostino, Sr., executive officers and non-
employee directors described below. All employees of the Company and its
subsidiaries, as well as non-employee directors and consultants of the Company,
are eligible for awards under the Plan. Non-qualified stock options and
incentive stock options granted to employees generally are exercisable beginning
one year from the date of grant in cumulative yearly amounts for periods ranging
from one to four years and generally expire ten years from the date of the
grant. The Company's Board of Directors adopted the Plan prior to the
Distribution. As of April 30, 2001, 262 shares have been issued under the Plan.

                                     F-20
<PAGE>

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


        The Company accounts for options in accordance with APB Opinion No. 25.
Accordingly, because the exercise prices of the options have equaled the market
price on the date of grant, no compensation expense was recognized for the
options granted. Had compensation expense been recognized based upon the fair
value of the stock options on the grant date under the methodology prescribed by
SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net
income and net income per share would have been impacted as indicated in the
following table.

        The pro forma results shown below reflect the impact of options granted
in Fiscal 2001, Fiscal 2000 and Fiscal 1999.

<TABLE>
<CAPTION>
                                                                                   For the Fiscal Year Ended
                                                                --------------------------------------------------------------------
                                                                    April 30,             April 30,             April 24,
                                                                      2001                  2000                  1999
                                                                ----------------      ---------------       ---------------
<S>                                                           <C>                   <C>                   <C>
Net income:
 As reported..................................................  $          3,629      $        23,151       $         9,089
 Pro forma....................................................  $          2,551      $        18,100       $         1,554

Net income per share:
 As reported:
    Basic.....................................................  $           0.28      $          1.82       $          0.65
    Diluted...................................................  $           0.28      $          1.66       $          0.64
  Pro forma:
    Basic.....................................................  $           0.20      $          1.43       $          0.11
    Diluted...................................................  $           0.19      $          1.30       $          0.11
</TABLE>

        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 2001, Fiscal 2000 and Fiscal
1999, respectively.

<TABLE>
<CAPTION>
                                                                           For the Fiscal Year Ended
                                                                  ------------------------------------------
                                                                    April 30,      April 30,      April 24,
                                                                       2001          2000           1999
                                                                  ------------   ------------   ------------
  <S>                                                             <C>           <C>             <C>
    Expected life of option                                          7.0 years      7.0 years      3.7 years
    Risk free interest rate                                              5.74%          6.15%          5.59%
    Expected volatility of the Company Common Stock                     75.10%         70.80%         53.30%
</TABLE>

        The weighted-average fair value of options granted was $5.96, $15.27 and
$3.91 for Fiscal 2001, Fiscal 2000 and Fiscal 1999, respectively.

                                     F-21
<PAGE>

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


         The summary of option transactions follows:

<TABLE>
<CAPTION>
                                                                        Options Outstanding               Options Exercisable
                                                                  ------------------------------    -------------------------------
                                                                                     Weighted-                         Weighted-
                                                                                      Average                           Average
                                                                                     Exercise                           Exercise
                                                                     Options           Price           Options           Price
                                                                  --------------   -------------    -------------    --------------
<S>                                                               <C>              <C>              <C>              <C>
Balance at June 10, 1998 (plan inception).....................             1,322   $       10.38                -    $            -
   Granted....................................................             3,277            8.88
   Exercised..................................................                (3)           6.88
   Canceled...................................................               (74)          10.97
                                                                  --------------

Balance at April 24, 1999.....................................             4,522            9.36              295              8.73
   Granted....................................................               908           21.12
   Exercised..................................................              (253)          10.34
   Canceled...................................................               (67)          11.74
                                                                  --------------

Balance at April 30, 2000.....................................             5,110           11.37            3,519              9.74
   Granted....................................................               566            8.04
   Exercised..................................................                (6)           7.91
   Canceled...................................................              (813)          18.81
                                                                  --------------

Balance at April 30, 2001.....................................             4,857   $        9.74            3,961    $         9.39
                                                                  ==============   =============    =============    ==============
</TABLE>

         The following table summarizes information about stock options
outstanding at April 30, 2001:

<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>
$ 5.45 - $ 7.38                              762       7.97 years   $         6.48              474    $          6.87
$ 9.00                                     2,892       7.11 years             9.00            2,771               9.00
$ 9.13 - $11.75                              583       7.29 years            10.46              338              10.01
$12.00 - $16.28                              441       6.62 years            13.19              324              13.18
$21.88 - $29.13                              179       8.64 years            24.88               54              25.07
                                    ------------                                      -------------    ---------------
                                           4,857       7.28 years   $         9.74            3,961    $          9.39
                                    ============   ==============   ==============    =============    ===============
</TABLE>

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

                                     F-22

<PAGE>

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


         As of June 10, 1998, the Company granted an option for 1,097 shares
representing 7.5% of the outstanding Company Common Stock determined as of the
Distribution Date to Thomas B. D'Agostino, Sr., approximately 6% to certain
executive officers and 15 shares to each non-employee director. The options were
granted under the Plan and have a per share exercise price equal to the closing
sale price of the Company Common Stock on Nasdaq on the first day of
post-Distribution trading, June 10, 1998 (the date of grant), which was $9.00
per share. The options granted to Mr. D'Agostino vested immediately and became
exercisable on June 9, 1999.

NOTE 17--SALE OF SUBSIDIARY

         On September 24, 1999, the Company sold all of the outstanding capital
stock of Hano Document Printers, Inc. ("Hano") for $3,790 and recorded a pre-tax
loss on the sale of $318. Sale proceeds consisted of a $1,246, 8.0% note due on
November 30, 1999 ("Short Term Note") and a $2,544, 8.0% note payable in
interest only installments until October 1, 2002 when principal and interest
payments will be made until the maturity date of September 1, 2009 ("Long Term
Note"). The acquirer of Hano paid off the Short Term Note under its terms and
prepaid the Long Term Note. At April 30, 2001, all notes and accrued interest
have been paid in full. The Company also entered into an agreement with Hano to
sublease building space from Hano for $26 per month through December 2004.

         In conjunction with the sale of Hano, the Company sold a warehouse
facility occupied by Hano and certain other subsidiaries of the Company. Sale
proceeds consisted of a $900, 7.5% note payable in interest only installments
until September 24, 2005 when principal and interest payments will be made until
the maturity date of August 31, 2009. The note is collateralized by a first
mortgage on the warehouse. The Company entered into a lease for the warehouse
for $10 per month through August 2004, then increasing to $15 per month through
August 2009.

NOTE 18--GAIN ON SALE OF SECURITIES

         During Fiscal 2000, the Company purchased publicly traded common stock
for $2,400. The Company sold its entire position in the securities during Fiscal
2000 and recorded a gain on the sale of securities of $15,826.


NOTE 19--SEGMENT REPORTING

         The Company's operating segments prepare separate financial information
that is evaluated regularly by the Company's Chief Executive Officer, the
Company's operating division Presidents and the Company's Chief Financial
Officer. Operating segments of the Company are defined primarily by the segment
operation's core business function whether it is: a) the procurement and
subsequent distribution of product to the customer or b) the sale of an
internally manufactured product to the customer. The Company has determined that
its operating activities consist of two reportable operating segments: the
Company's Workflow Solutions Division and the Company's Workflow Printing
Division.

         The Company's Workflow Solutions Division represents those subsidiaries
of the Company that procure product, primarily custom print products and office
supplies, and distribute it to customers through one of the Company's
distribution centers or directly from the product's manufacturer. The results of
the Workflow Solutions Division also include transactions with customers
utilizing the Company's proprietary iGetSmart inventory and distribution system.
The Company's Workflow Printing Division represents those subsidiaries primarily
engaged in the sale of products internally manufactured at the Company. The
Workflow Printing Division provides envelopes, commercial print products, custom
forms and documents, annual reports, direct mail pieces, specialty packaging,
labels and advertising specialty products to its customers. The Workflow
Printing Division also provides product to the Company's Workflow Solutions
Division for distribution to customers. Corporate expenses include the costs of
maintaining a corporate office. The Company does not allocate corporate overhead
or strategic restructuring plan costs by segment in assessing performance.

                                     F-23
<PAGE>

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


Operating Segments

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

<TABLE>
<CAPTION>
                                                                               For the Fiscal Year Ended
                                                                     -------------------------------------------
                                                                       April 30,      April 30,       April 24,
                                                                          2001          2000            1999
                                                                     -------------  -------------  -------------
<S>                                                                  <C>            <C>            <C>
Revenues:
   Workflow Solutions Division....................................   $     291,423  $     222,533  $     125,950
   Workflow Printing Division.....................................         326,794        331,826        274,968
   Intersegment...................................................         (14,939)        (7,298)        (9,966)
                                                                     -------------  -------------  -------------
     Total........................................................   $     603,278  $     547,061  $     390,952
                                                                     =============  =============  =============

Operating income:
   Workflow Solutions Division....................................   $      10,085  $      18,205  $       8,969
   Workflow Printing Division.....................................          23,140         27,838         23,287
   Corporate......................................................         (13,695)        (8,825)       (11,035)
                                                                     -------------  -------------  -------------
     Total........................................................   $      19,530  $      37,218  $      21,221
                                                                     =============  =============  =============

<CAPTION>
                                                                               For the Fiscal Year Ended
                                                                     -------------------------------------------
                                                                       April 30,      April 30,       April 24,
                                                                          2001           2000           1999
                                                                     -------------  -------------  -------------
<S>                                                                  <C>            <C>            <C>
Identifiable assets (at year-end):
   Workflow Solutions Division....................................   $     139,184  $     134,673  $      64,190
   Workflow Printing Division.....................................         196,865        181,461        165,007
   Corporate......................................................          15,952         15,578          7,417
                                                                     -------------  -------------  -------------
     Total........................................................   $     352,001  $     331,712  $     236,614
                                                                     =============  =============  =============

Depreciation and amortization:
   Workflow Solutions Division....................................   $       3,470  $       2,254  $       1,412
   Workflow Printing Division.....................................           8,611          8,037          5,543
   Corporate......................................................             324            152             78
                                                                     -------------  -------------  -------------
     Total........................................................   $      12,405  $      10,443  $       7,033
                                                                     =============  =============  =============

Capital expenditures:
   Workflow Solutions Division....................................   $       3,429  $       1,790  $       1,067
   Workflow Printing Division.....................................           5,984         12,674          5,882
   Corporate......................................................             878          1,745            747
                                                                     -------------  -------------  -------------
     Total........................................................   $      10,291  $      16,209  $       7,696
                                                                     =============  =============  =============
</TABLE>

                                   (Continued)
<PAGE>

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


Geographic Segments

         The following table sets forth information as to the Company's
operations in its different geographic segments:

<TABLE>
<CAPTION>
                                                                              For the Fiscal Year Ended
                                                                     -------------------------------------------
                                                                        April 30,      April 30,      April 24,
                                                                          2001           2000           1999
                                                                     -------------  -------------  -------------
<S>                                                                  <C>            <C>            <C>
Revenues:
   United States..................................................   $     458,255  $     399,131  $     265,139
   Canada.........................................................         145,023        147,930        125,813
                                                                     -------------  -------------  -------------
     Total........................................................   $     603,278  $     547,061  $     390,952
                                                                     =============  =============  =============

Operating income:
   United States..................................................   $       5,902  $      25,088  $      10,724
   Canada.........................................................          13,628         12,130         10,497
                                                                     -------------  -------------  -------------
     Total........................................................   $      19,530  $      37,218  $      21,221
                                                                     =============  =============  =============

Identifiable assets (at year-end):
   United States..................................................   $     295,428  $     267,398  $     178,621
   Canada.........................................................          56,573         64,314         57,993
                                                                     -------------  -------------  -------------
     Total........................................................   $     352,001  $     331,712  $     236,614
                                                                     =============  =============  =============
</TABLE>

NOTE 20--RELATED PARTY TRANSACTIONS

Investment in Cortez III Service Corporation

         On April 21, 2000, the Company purchased 20% of the outstanding common
stock of Cortez III Service Corporation ("Cortez"), a New Mexico corporation, in
exchange for $1,550. Cortez provides logistics and technical services to various
governmental agencies. F. Craig Wilson, a Director of the Company, is President,
Chief Executive Officer and a member of the board of directors of Cortez. The
investment was accounted for under the equity method of accounting. On January
2, 2001, the Company sold its 20% ownership in Cortez to F. Craig Wilson in
exchange for a note receivable in the amount of $1,789. The note bears simple
interest at 18% per annum with a maturity date of December 31, 2005. The note is
a full recourse note and is secured by the shares of stock sold to F. Craig
Wilson. Interest payments of 9% of the principal amount are payable quarterly
with the remaining principal and interest due at maturity. The Company recorded
a gain on the sale of the investment of $200 as other income during Fiscal 2001.

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. In connection with such lease, the
Company entered into an agreement with the landlord's lender, Bank of America,
N.A., and the landlord, pursuant to which the Company agreed to purchase the
building at a discount in the event the landlord defaults on its financing
arrangement with the lender. During Fiscal 2001 and Fiscal 2000, the Company
paid $370 and $154, respectively, in lease payments for this facility. In
addition, the Company incurred $1,889 for leasehold improvements. Under the
restructuring plan implemented in Fiscal 2001, the Company will relocate its
corporate headquarters to a smaller facility in Palm Beach. The landlord has
agreed to reimburse the Company for $1,200 of the leasehold improvements.

Lease for Workflow Solutions Division Administrative Offices

         On December 21, 1998, the Company's Workflow Solutions 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. During Fiscal
2001 and Fiscal 2000, the Company paid $292 and $197, respectively, in lease
payments for this facility. In addition, the Company has incurred $925 for
leasehold improvements.

                                     F-25
<PAGE>

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


Lease for Envelope Manufacturing and Warehouse Facility

         On April 25, 1997, the Company's Envelope Division entered into a lease
for manufacturing and warehouse space in New York, New York, with an entity
owned and controlled by a former employee of the Company who, at the time of the
lease signing, was 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. During
Fiscal 2001, Fiscal 2000 and Fiscal 1999, the Company paid $1,404, $1,418 and
$1,418, respectively, in lease payments for this facility. In addition, the
Company has incurred $897 for leasehold improvements.

Transactions with Kaufman & Canoles

         The Company has retained the law firm of Kaufman & Canoles in
connection with certain legal representations. Gus J. James II, a Director of
the Company, is the President, a director and a shareholder of Kaufman &
Canoles. During Fiscal 2001, Fiscal 2000 and Fiscal 1999, the Company paid
$1,059, $1,053 and $1,341 in fees to Kaufman & Canoles for legal services,
respectively.

Acquisition of Direct Pro LLC

         On November 30, 1998, the Company acquired all of the outstanding
membership interests of Direct Pro LLC, a New York limited liability company for
an aggregate purchase price of $7,039 consisting entirely of cash. Prior to its
acquisition by the Company, Direct Pro LLC was 66 2/3% owned by an entity owned
and controlled by former members of the Company's management, including one
individual who was an executive officer of the Company at the time of the
acquisition. The acquisition agreement with Direct Pro LLC contained an earn-out
provision resulted in additional purchase consideration payable over the
three-year period subsequent to the acquisition. During Fiscal 2001, the Company
paid $658 in connection with this earn-out agreement. At April 30, 2001, no
further obligation exists in connection with this earn-out agreement.

Subordinated Related Party Debt

         The Company entered into a subordinated debt agreement with certain
members of the Company's management during Fiscal 1999 which was subsequently
terminated during Fiscal 2001. See discussion of the transaction under "Note 11
- Debt."

Notes Receivable from Officers

         The Company has extended unsecured full recourse loans to certain
members of the Company's management for the purchase, in the open market, of
Company Common Stock by those individuals. See discussion of the transaction
under "Note 16 - Stockholders' Equity".

                                     F-26
<PAGE>

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


NOTE 21--QUARTERLY FINANCIAL DATA (UNAUDITED)

         The following presents certain unaudited quarterly financial data for
Fiscal 2001 and Fiscal 2000. The information has been derived from unaudited
consolidated financial statements that in the opinion of management reflect
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation of such quarterly information. Net income per share is computed
independently for each of the quarters presented and therefore may not sum to
the total for the fiscal year. The results for Fiscal 2000 include gains on the
sale of securities of $2,971, $4,156 and $8,699 recorded in the second, third
and fourth quarter, respectively.

<TABLE>
<CAPTION>
                                                                       Fiscal 2001 Quarters
                                               ------------------------------------------------------------------
                                                     First       Second       Third        Fourth        Total
                                                     -----       ------       -----        ------        -----
<S>                                            <C>          <C>          <C>          <C>          <C>
Revenues....................................   $   141,829  $   149,226  $   155,188  $   157,035  $     603,278
Gross profit................................        41,200       44,116       44,219       44,193        173,728
Operating income............................         5,946        8,101        8,138       (2,655)        19,530
Income before extraordinary item............         1,518        2,757        2,772       (3,354)         3,693
Extraordinary item..........................                                      64                          64
Net income..................................         1,518        2,757        2,708       (3,354)         3,629

Net income per share:
   Basic:
    Income before extraordinary item........   $      0.12  $      0.21  $      0.21  $    (0.26)  $        0.29
    Extraordinary Item......................                                    0.00                        0.01
    Net income..............................          0.12         0.21         0.21       (0.26)           0.28
   Diluted:
    Income before extraordinary item........   $      0.11  $      0.21  $      0.21  $    (0.26)  $        0.28
    Extraordinary item......................                                    0.00                        0.00
    Net income..............................          0.11         0.21         0.21       (0.26)           0.28

Weighted average shares outstanding:
    Basic...................................        12,891       12,915       12,956       12,975         12,934
    Diluted.................................        13,564       12,925       13,005       13,032         13,131

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

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

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

                                     F-27
<PAGE>

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

NOTE 22 - SUBSEQUENT EVENT

         On May 3, 2001, the Company entered into an interest rate swap
agreement (the "Swap") with certain lending institutions at no cost to the
Company. The Swap's effective date is August 1, 2001 with a termination date of
March 10, 2004. The Company exchanged its variable interest rate on $100,000 in
Credit Facility debt for a fixed 3-month LIBOR of approximately 5.10% plus the
Company's interest rate spread under the Credit Facility. The Swap was entered
into to manage interest rate risk on the variable rate borrowings under the
Company's revolving credit portion of its debt. This interest rate swap has the
effect of locking in, for a specified period, the base interest rate the Company
will pay on the $100,000 notional principal amount established in the Swap. As a
result, while this hedging arrangement is structured to reduce the Company's
exposure to 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.

                                     F-28
<PAGE>

                           WORKFLOW MANAGEMENT, INC.
                VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                FOR THE THREE FISCAL YEARS ENDED APRIL 30, 2001
                                (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 25, 1998        2,859         1,831        630(b)        (839)(a)    April 24, 1999    $4,481
                               April 24, 1999        4,481         1,036         19(b)      (1,345)(a)    April 30, 2000     4,191
                               April 30, 2000        4,191           945         12(b)      (1,121)(a)    April 30, 2001     4,027

Accumulated amortization
    of intangibles             April 25, 1998          860           779                       (19)(c)    April 24, 1999    $1,620
                               April 24, 1999        1,620         2,164         88(d)                    April 30, 2000     3,872
                               April 30, 2000        3,872         2,754                       (44)(c)    April 30, 2001     6,582
</TABLE>

(a)  Represents write-offs of uncollectible accounts receivable
(b)  Allowance for doubtful accounts acquired in purchase acquisitions
(c)  Represents write-offs of intangible assets
(d)  Represents accumulated amortization acquired in purchase acquisitions

                                     F-29
<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 2001 Proxy Statement as set
forth below, in accordance with General Instruction G(3) of Form 10-K.

         The 2001 Proxy Statement will be filed within 120 days after the end of
the Company's 2001 fiscal year, as required by General Instruction G(3).

Item 10.  Directors and Executive Officers of the Registrant

         Information relating to directors of the Company and compliance with
Section 16(a) of the Securities Exchange Act of 1934 will be set forth in the
sections entitled "Election of Directors" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's 2001 Proxy Statement and is
incorporated herein by reference. Pursuant to General Instruction G(3) of Form
10-K, certain information concerning the executive officers of the Company is
set forth under the caption entitled "Executive Officers of the Company" in Part
I, Item 1, of this Form 10-K.

Item 11.  Executive Compensation

         Information regarding compensation of officers and directors of the
Company will be set forth in the section entitled "Executive Compensation" in
the Company's 2001 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 2001 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 2001 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 Schedule (See Item 8. hereof.)

         b.       Reports on Form 8-K during the quarter ended April 30, 2001:

                  1.       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 27, 2001.

                                 WORKFLOW MANAGEMENT, INC.


                                 By:  /s/ Thomas B. D'Agostino, Sr.
                                    ---------------------------------------
                                          Chairman of the Board

         In accordance with the Exchange Act, this Report has been signed by the
following persons in the capacities and on the dates stated. Each person, in so
signing, also makes, constitutes and appoints Thomas B. D'Agostino, Sr. and
Michael L. Schmickle and each of them individually, his true and lawful
attorney-in fact in his place and stead, with full power of substitution, to
execute and cause to be filed with the Securities and Exchange Commission, any
and all amendments to this Report, including any exhibits or other documents
filed in connection therewith.

<TABLE>
<CAPTION>
          Signature                                   Title                                 Date
          ---------                                   -----                                 ----
<S>                                      <C>                                            <C>
/s/ Thomas B. D'Agostino, Sr.            Chairman of the Board, Director,               July 27, 2001
------------------------------           President and Chief Executive Officer
Thomas B. D'Agostino                     (Principal Executive Officer)

/s/ Steve R. Gibson                      Director, Executive Vice President and         July 27, 2001
------------------------------           President of the Workflow Printing
Steve R. Gibson                          Division

/s/ Thomas B. D'Agostino, Jr.            Director, Executive Vice President and         July 27, 2001
------------------------------           President of the Workflow Solutions
Thomas B. D'Agostino, Jr.                Division.

/s/ Michael L. Schmickle                 Executive Vice President, Chief Financial      July 27, 2001
------------------------------           Officer, Secretary and Treasurer
Michael L. Schmickle                     (Principal Financial Officer and
                                         Principal Accounting Officer)

/s/ Thomas A. Brown, Sr.                 Director                                       July 27, 2001
------------------------------
Thomas A. Brown, Sr.

/s/ Gus J. James, II                     Director                                       July 27, 2001
------------------------------
Gus J. James, II

/s/ James J. Maiwurm                     Director                                       July 27, 2001
------------------------------
James J. Maiwurm

/s/ Peter J. Pakuris                     Director                                       July 27, 2001
------------------------------
Peter J. Pakuris
</TABLE>

                                      28
<PAGE>

<TABLE>
<CAPTION>
          Signature                        Title                                         Date
          ---------                        -----                                         ----
<S>                                      <C>                                         <C>

/s/ Roger J. Pearson                     Director                                    July 27, 2001
------------------------------
Roger J. Pearson

/s/ F. Craig Wilson                      Director                                    July 27, 2001
------------------------------
F. Craig Wilson
</TABLE>

                                      29
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<S>      <C>                                                                            <C>
3.1       Certificate of Incorporation of the Company. (Incorporated by                  *
          reference to the Registrant's Form S-1, Commission File No. 333-46535,
          as amended, previously filed with the Commission).

3.2       Certificate of Amendment of the Company's Certificate of                       *
          Incorporation. (Incorporated by reference to the Registrant's Form S-
          1, Commission File No. 333-46535, as amended, previously filed with
          the Commission).

3.3       Amended and Restated Bylaws of the Company. (Incorporated by reference         *
          to the Registrant's Form 10-Q/A, Commission File No. 0-24383,
          previously filed with the Commission on April 9, 1999).

4.1       Form of certificate representing shares of Common Stock (Incorporated          *
          by reference to the Registrant's Form S-1, Commission File No. 333-
          46535, as amended, previously filed with the Commission).

10.1      Form of Distribution Agreement among U.S. Office Products Company,             *
          Workflow Management, Inc., Aztec Technology Partners, Inc., Navigant
          International, Inc. and School Specialty, Inc. (Incorporated by
          reference to the Registrant's Form S-1, Commission File No. 333-46535,
          as amended, previously filed with the Commission).

10.2      Form of Tax Allocation Agreement among U.S. Office Products Company,           *
          Workflow Management, Inc., Aztec Technology Partners, Inc., Navigant
          International, Inc. and School Specialty, Inc. (Incorporated by
          reference to the Registrant's Form S-1, Commission File No. 333-46535,
          as amended, previously filed with the Commission).

10.3      Form of Tax Indemnification Agreement among Workflow Management, Inc.,         *
          Aztec Technology Partners, Inc., Navigant International, Inc. and
          School Specialty, Inc. (Incorporated by reference to the Registrant's
          Form S-1, Commission File No. 333-46535, as amended, previously filed
          with the Commission).

10.4      Form of Employee Benefits Agreement among Workflow Management, Inc.,           *
          Aztec Technology Partners, Inc., Navigant International, Inc. and
          School Specialty, Inc. (Incorporated by reference to the Registrant's
          Form S-1, Commission File No. 333-46535, as amended, previously filed
          with the Commission).

10.5      Agreement dated as of January 24, 1997 between SFI Corp. and Thomas B.         *
          D'Agostino. (Incorporated by reference to the Registrant's Form S-1,
          Commission File No. 333-46535, as amended, previously filed with the
          Commission).

10.6      Agreement dated as of January 24, 1997 between Hano Document Printers,         *
          Inc. and Timothy L. Tabor. (Incorporated by reference to the
          Registrant's Form S-1, Commission File No. 333-46535, as amended,
          previously filed with the Commission).

10.7      Services Agreement dated as of January 13, 1998 between U.S. Office            *
          Products Company and Jonathan J. Ledecky. (Incorporated by reference
          to the Registrant's Form S-1, Commission File No. 333-46535, as
          amended, previously filed with the Commission).

10.8      Form of Credit Agreement between Workflow Management, Inc., certain            *
          other borrowers and Bankers Trust Company, as Agent (Incorporated by
          reference to the Registrant's Form S-1, Commission File No. 333-46535,
          as amended, previously filed with the Commission).
</TABLE>

                                      30

<PAGE>

<TABLE>
<S>      <C>                                                                            <C>
10.9      Form of 1998 Stock Incentive Plan. (Incorporated by reference to the           *
          Registrant's Form S-1, Commission File No. 333-46535, as amended,
          previously filed with the Commission).

10.10     Form of Executive Employment Agreement. (Incorporated by reference to          *
          the Registrant's Form S-1, Commission File No. 333-46535, as amended,
          previously filed with the Commission).

10.11     Form of Employment Agreement between Workflow Management, Inc. and             *
          Jonathan J. Ledecky. (Incorporated by reference to the Registrant's
          Form S-1, Commission File No. 333-46535, as amended, previously filed
          with the Commission).

10.12     Employment Agreement between Workflow Management, Inc. and Steven R.           *
          Gibson. (Incorporated by reference to the Registrant's Form S-1,
          Commission File No. 333-46535, as amended, previously filed with the
          Commission).

10.13     Employment Agreement between Workflow Management, Inc. and Claudia S.          *
          Amlie. (Incorporated by reference to the Registrant's Form S-1,
          Commission File No. 333-46535, as amended, previously filed with the
          Commission).

10.14     Amendment to Services Agreement dated as of June 8, 1998 between U.S.          *
          Office Products Company and Jonathan J. Ledecky. (Incorporated by
          reference to the Registrant's Form S-1, Commission File No. 333-46535,
          as amended, previously filed with the Commission).

10.15     Form of Software Source Code License Agreement between Workflow                *
          Management, Inc. and U.S. Office Products Company for Imagenet
          technology. (Incorporated by reference to the Registrant's Form S-1,
          Commission File No. 333-46535, as amended, previously filed with the
          Commission).

10.16     Employment Agreement dated June 11, 1998, between Workflow Management,         *
          Inc. and Thomas B. D'Agostino. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 24, 1998.)

10.17     Stock Option Award Agreement dated June 10, 1998, between Workflow             *
          Management, Inc. and Jonathan J. Ledecky. (Incorporated by reference
          to the Registrant's Form 10-K, Commission File No. 0-24383, previously
          filed with the Commission on July 24, 1998.)

10.18     Stock Option Award Agreement dated June 10, 1998, between Workflow             *
          Management, Inc. and Thomas B. D'Agostino. (Incorporated by reference
          to the Registrant's Form 10-K, Commission File No. 0-24383, previously
          filed with the Commission on July 24, 1998.)

10.19     Form Secured Promissory Note for Executive Stock Loan Program.                 *
          (Incorporated by reference to the Registrant's Form 10-Q, Commission
          File No. 0-24383, previously filed with the Commission on December 8,
          1998.)

10.20     Form Unsecured Promissory Note for Executive Stock Loan Program.               *
          (Incorporated by reference to the Registrant's Form 10-Q, Commission
          File No. 0-24383, previously filed with the Commission on December 8,
          1998.)

10.21     Form Pledge Agreement for Executive Stock Loan Program. (Incorporated          *
          by reference to the Registrant's Form 10-Q, Commission File No. 0-
          24383, previously filed with the Commission on December 8, 1998.)

10.22     Stock Purchase Agreement dated October 5, 1998 between Workflow                *
          Management, Inc., Penn-Grover Envelope Corp. and Stuart Grover.
          (Incorporated by reference to the Registrant's Form 10-Q, Commission
          File No. 0-24383, previously filed with the Commission on December 8,
          1998.)
</TABLE>

                                      31

<PAGE>

<TABLE>
<S>      <C>                                                                            <C>
10.23     Stock Purchase Agreement dated October 21, 1998 between SFI of                 *
          Delaware, LLC, Danziger Graphics, Inc., H. Roy Danziger, Inc., Robert
          Danziger and Roy Danziger. (Incorporated by reference to the
          Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
          with the Commission on December 8, 1998.)

10.24     Stock Purchase Agreement dated November 30, 1998 between SFI of                *
          Delaware, LLC, Caltar, Inc., Jack Tarr and the Tarr Family Trust.
          (Incorporated by reference to the Registrant's Form 10-Q, Commission
          File No. 0-24383, previously filed with the Commission on December 8,
          1998.)

10.25     Stock Purchase Agreement dated November 30, 1998 between Workflow              *
          Management, Inc., Direct Pro LLC, Robert Sands, TLG Realty LLC,
          Richard Schlanger and Robert Fishbein. (Incorporated by reference to
          the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on December 8, 1998.)

10.26     Stock Purchase Agreement dated February 5, 1999, among Workflow                *
          Management, Inc., Premier Graphics, Inc., Stanley L. Pippin, Michael
          D. Snyder and Dean J. Murry. (Incorporated by reference to the
          Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
          with the Commission on March 8, 1999.)

10.27     Stock Purchase Agreement dated February 12, 1999, among Workflow               *
          Management, Inc., Pacific-Admail, Inc., James G. Corey and Sharon
          Corey. (Incorporated by reference to the Registrant's Form 10-Q,
          Commission File No. 0-24383, previously filed with the Commission on
          March 8, 1999.)

10.28     Amendment and Restatement of Credit Agreement dated December 4, 1998           *
          among Workflow Management, Inc., Data Business Forms Limited, Bankers
          Trust Company, as Agent, and certain other lenders. (Incorporated by
          reference to the Registrant's Form 10-Q, Commission File No. 0-24383,
          previously filed with the Commission on March 8, 1999.)

10.29     Subscription Agreement dated January 19, 1999 between Workflow                 *
          Management, Inc. and the Thomas B. and Elzbieta D'Agostino 1997
          Charitable Remainder Trust. (Incorporated by reference to the
          Registrant's Form 10-Q, Commission File No. 0-24383, previously filed
          with the Commission on March 8, 1999.)

10.30     Subscription Agreement dated January 19, 1999 between Workflow                 *
          Management, Inc. and Richard M. Schlanger. (Incorporated by reference
          to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.31     Subscription Agreement dated January 19, 1999 between Workflow                 *
          Management, Inc. and Robert Fishbein. (Incorporated by reference to
          the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.32     12% Subordinate Promissory Note dated January 19, 1999 and form                *
          Warrant made by Workflow Management, Inc. and held by the Thomas B.
          and Elzbieta D'Agostino 1997 Charitable Remainder Trust. (Incorporated
          by reference to the Registrant's Form 10-Q, Commission File No. 0-
          24383, previously filed with the Commission on March 8, 1999.)
</TABLE>

                                      32

<PAGE>

<TABLE>
<S>      <C>                                                                           <C>
10.33     12% Subordinate Promissory Note dated January 19, 1999 and form                *
          Warrant made by Workflow Management, Inc. and held by Richard M.
          Schlanger. (Incorporated by reference to the Registrant's Form 10-Q,
          Commission File No. 0-24383, previously filed with the Commission on
          March 8, 1999.)

10.34     12% Subordinate Note dated January 19, 1999 and form Warrant made by           *
          Workflow Management, Inc. and held by Robert Fishbein. (Incorporated
          by reference to the Registrant's Form 10-Q, Commission File No. 0-
          24383, previously filed with the Commission on March 8, 1999.)

10.35     Lease Agreement dated December 21, 1998 between D&C LLC and SFI of             *
          Delaware, LLC. (Incorporated by reference to the Registrant's Form 10-
          Q, Commission File No. 0-24383, previously filed with the Commission
          on March 8, 1999.)

10.36     Lease and Option Agreement dated January 8, 1999 between Workflow              *
          Management, Inc. and FJK-TEEJAY Limited. (Incorporated by reference to
          the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.37     Agreement dated December 30, 1998, among Nationsbank, N.A., Workflow           *
          Management, Inc. and FJK-TEEJAY Limited. (Incorporated by reference to
          the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.38     Severance Agreement dated January 19, 1999, between Workflow                   *
          Management, Inc. and Thomas B. D'Agostino. (Incorporated by reference
          to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.39     Severance Agreement dated January 19, 1999, between Workflow                   *
          Management, Inc. and Steven R. Gibson. (Incorporated by reference to
          the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.40     Severance Agreement dated January 19, 1999, between Workflow                   *
          Management, Inc. and Claudia S. Amlie. (Incorporated by reference to
          the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.41     Severance Agreement dated January 19, 1999, between Workflow                   *
          Management, Inc. and Thomas B. D'Agostino, Jr. (Incorporated by
          reference to the Registrant's Form 10-Q, Commission File No. 0-24383,
          previously filed with the Commission on March 8, 1999.)

10.42     Severance Agreement dated January 19, 1999, between Workflow                   *
          Management, Inc. and Richard M. Schlanger. (Incorporated by reference
          to the Registrant's Form 10-Q, Commission File No. 0-24383, previously
          filed with the Commission on March 8, 1999.)

10.45     Purchase Agreement dated March 1, 1999 between Data Business Forms             *
          Limited, Dale A. Hodgson, Sundog Printing Limited and 408446 Alberta,
          Inc. (Incorporated by reference to the Registrant's Form 10-K,
          Commission File No. 0-24383, previously filed with the Commission on
          July 20, 1999.)
</TABLE>

                                      33

<PAGE>

<TABLE>
<S>      <C>                                                                           <C>
10.46     Purchase Agreement dated March 1, 1999 between Data Business Forms             *
          Limited, Ray Remenda, Sundog Printing Limited and 517244 Alberta, Ltd.
          (Incorporated by reference to the Registrant's Form 10-K, Commission
          File No. 0-24383, previously filed with the Commission on July 20,
          1999.)

10.47     Stock Purchase Agreement dated March 18, 1999 between SFI of Delaware,         *
          LLC, JWC Acquisition Corp., Superior Graphics, Inc., Wesley Cheringal
          and John Cheringal. (Incorporated by reference to the Registrant's
          Form 10-K, Commission File No. 0-24383, previously filed with the
          Commission on July 20, 1999.)

10.48     Stock Purchase Agreement dated February 26, 1999 between Workflow              *
          Management, Inc., Workflow Management Acquisition Corp., Universal
          Folding Box Co., Inc. , Sanford L. Batkin and the Sanford L. Batkin
          Annuity Trust. (Incorporated by reference to the Registrant's Form 10-
          K, Commission File No. 0-24383, previously filed with the Commission
          on July 20, 1999.)

10.49     Stock Purchase Agreement dated June 2, 1999 between SFI of Delaware,           *
          LLC, Graphic Management Corporation, Roger Kimps, Starlene Kimps,
          Rebecca Kaye, Rachael A. Kimps, and Ryan M. Kimps. (Incorporated by
          reference to the Registrant's Form 10-K, Commission File No. 0-24383,
          previously filed with the Commission on July 20, 1999.)

10.50     Employment Agreement dated April 1, 1999, between Workflow Management,         *
          Inc. and Thomas B. D'Agostino, Sr. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 20, 1999.)

10.51     Employment Agreement dated April 1, 1999, between Workflow Management,         *
          Inc. and Steven R. Gibson. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 20, 1999.)

10.52     Employment Agreement dated April 1, 1999, between Workflow Management,         *
          Inc. and Claudia S. Amlie. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 20, 1999.)

10.53     Employment Agreement dated April 1, 1999, between Workflow Management,         *
          Inc. and Thomas B. D'Agostino, Jr. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 20, 1999.)

10.54     Employment Agreement dated April 1, 1999, between Workflow Management,         *
          Inc. and Richard M. Schlanger. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 20, 1999.)

10.55     Severance Agreement dated April 1, 1999, between Workflow Management,          *
          Inc. and Thomas B. D'Agostino, Jr. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 20, 1999.)
</TABLE>

                                      34

<PAGE>

<TABLE>
<S>      <C>                                                                           <C>
10.56     Severance Agreement dated April 1, 1999, between Workflow Management,          *
          Inc. and Richard M. Schlanger. (Incorporated by reference to the
          Registrant's Form 10-K, Commission File No. 0-24383, previously filed
          with the Commission on July 20, 1999.)

10.57     Employment Agreement, dated June 1, 1999, between Workflow Management,         *
          Inc., SFI of Delaware, LLC and Frederick Shaw. (Incorporated by
          reference to the Registrant's Form 10-K, Commission File No. 0-24383,
          previously filed with the Commission on July 20, 1999.)

10.58     Amended and Restated Credit Agreement, dated March 10, 2000, among             *
          Workflow Management, Inc., Data Business Forms Limited, Various
          Lending Institutions, Bank One, N.A., as Syndication Agent and Fleet
          National Bank, as Administrative Agent. (Incorporated by reference to
          the Registrant's Form 10K, Commission File No. 0-24383, previously
          filed with the Commission on July 28, 2000.)

10.59     Employment Agreement, dated March 20, 2000, between iGetSmart.com,             *
          Inc., a wholly owned subsidiary of Workflow Management, Inc., and
          Thomas B. D'Agostino, Jr. (Incorporated by reference to the
          Registrant's Form 10K, Commission File No. 0-24383, previously filed
          with the Commission on July 28, 2000.)

10.60     Employment Agreement, dated March 20, 2000, between Workflow                   *
          Management, Inc. and Claudia Saenz Amlie. (Incorporated by reference
          to the Registrant's Form 10K, Commission File No. 0-24383, previously
          filed with the Commission on July 28, 2000.)

10.61     Employment Agreement, dated March 20, 2000, between Workflow                   *
          Management, Inc. and Michael L. Schmickle. (Incorporated by reference
          to the Registrant's Form 10K, Commission File No. 0-24383, previously
          filed with the Commission on July 28, 2000.)

10.62     Purchase Agreement, dated March 23, 2000, between Workflow Management,         *
          Inc., Office Electronics, Inc. and its shareholders. (Incorporated by
          reference to the Registrant's Form 10K, Commission File No. 0-24383,
          previously filed with the Commission on July 28, 2000.)

10.63     Employment Agreement, dated April 30, 2000, between Workflow                   *
          Management, Inc. and Thomas B. D'Agostino. (Incorporated by reference
          to the Registrant's Form 10K, Commission File No. 0-24383, previously
          filed with the Commission on July 28, 2000.)

10.64     Employment Agreement, dated April 30, 2000, between Workflow                   *
          Management, Inc. and Steve R. Gibson. (Incorporated by reference to
          the Registrant's Form 10K, Commission File No. 0-24383, previously
          filed with the Commission on July 28, 2000.)

10.65     Amendment No. 1 to Amended and Restated Credit Agreement, dated as of          *
          April 27, 2000, among Workflow Management, Inc., Data Business Forms
          Limited, Various Lending Institutions and Fleet National Bank, as
          Administrative Agent. (Incorporated by reference to the Registrant's
          Form 10Q Commission File No. 0-24383, previously filed with the
          Commission on December 15, 2000.)

10.66     Amendment No. 2 to Amended and Restated Credit Agreement, dated as of          *
          September 29, 2000, among Workflow Management, Inc., Data Business
          Forms Limited, Various Lending Institutions and Fleet National Bank,
          as Administrative Agent. (Incorporated by reference to the
          Registrant's Form 10Q, Commission File No. 0-24383, previously filed
          with the Commission on December 15, 2000.)
</TABLE>

                                      35

<PAGE>

<TABLE>
<S>      <C>                                                                            <C>
10.67     Amendment No. 3 to Amended and Restated Credit Agreement, dated as of          *
          December 6, 2000, among Workflow Management, Inc., Data Business Forms
          Limited, Various Lending Institutions and Fleet National Bank, as
          Administrative Agent. (Incorporated by reference to the Registrant's
          Form 10Q, Commission File No. 0-24383, previously filed with the
          Commission of December 15, 2000.)

**10.68   Severance Agreement, dated April 30, 2001, between Workflow
          Management, Inc. and Claudia S. Amlie.

**10.69   Employment Agreement, dated May 1, 2001, between Workflow Management,
          Inc. and Michael L. Schmickle.

**10.70   Amendment No. 1 Employment Agreement, dated May 1, 2001, between
          Workflow Management, Inc. and Steve R. Gibson.

**10.71   Amendment No. 1 Employment Agreement, dated May 1, 2001, between
          Workflow Management, Inc. and Thomas B. D'Agostino, Sr.

**10.72   Amendment No. 1 Employment Agreement, dated May 1, 2001, between
          Workflow Management, Inc. and Thomas B. D'Agostino, Jr.

**10.73   Severance Agreement, dated January 16, 2001, between Workflow
          Management, Inc. and Richard M. Schlanger.

**21.1    Subsidiaries of the Registrant.

**23.1    Consent of PricewaterhouseCoopers LLP

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

                                      36