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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER 1-9335
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SCHAWK, INC.
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 36-2545354
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</Table>
1695 RIVER ROAD
DES PLAINES, ILLINOIS 60018
(Address of principal executive office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 847-827-9494
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Securities registered pursuant to Section 12 (b) of the Act:
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Title of Each Class: Name of Exchange on Which Registered:
CLASS A COMMON STOCK, NEW YORK STOCK EXCHANGE
$.008 PAR VALUE
</Table>
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Indicated 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 [ ]
Indicated 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. [ ]
Indicated by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Act.) Yes No [X]
The aggregate market value on June 30, 2002 of the voting stock held by
non-affiliates of the registrant was approximately $55,833,049.
The number of shares outstanding of each of the registrant's classes of common
stock as of February 24, 2003 is 21,437,915 shares, Class A Common Stock, $.008
par value.
DOCUMENTS INCORPORATED BY REFERENCE
<Table>
<Caption>
DOCUMENT PART AND ITEM NUMBER OF FORM 10-K INTO WHICH INCORPORATED.
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1. Proxy Statement for the 2003 Annual Part III, Items 10, 11, 12 and 13.
Meeting of Stockholders to be held May 21,
2003 (the "Proxy Statement").
</Table>
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SCHAWK, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
DECEMBER 31, 2002
Page
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PART I
Item 1. Business 3
Item 2. Properties 12
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
PART II
Item 5. Market for the Registrants' 15
Common Stock and Related Stockholder Matters
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations 17
Item 7a. Quantitative and Qualitative Disclosures about Market Risk 23
Item 8. Financial Statements and Supplementary Data 24
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures 45
PART III
Item 10. Directors and Executive Officers of the Registrant 45
Item 11. Executive Compensation 46
Item 12. Security Ownership of Certain Beneficial Owners and Management 46
Item 13. Certain Transactions 46
Item 14. Controls and Procedures
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 46
Signatures 50
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 51
PART I
ITEM 1. BUSINESS
GENERAL
Schawk, Inc. and its subsidiaries ("Schawk" or the "Company") operate
in one operating business segment, Digital Imaging Graphics Arts, that serves
consumer products packaging, advertising and promotional markets. The Company is
incorporated under the laws of the State of Delaware.
The Company is the largest independent provider of digital imaging
graphic services to the consumer products packaging market in the world. The
Company's facilities produce conventional, electronic and desktop color
separations, creative design, art production, electronic retouching,
conventional and digital plate making and digital press proofs for the three
main printing processes used in the graphic arts industry: lithography,
flexography and gravure. The Company's services also include both digital and
analog image database archival and management as well as 3D imaging for package
design, large format printing, digital photography, workflow management
consulting services, and various related outsourcing and graphics arts
consulting services. These services require skilled, highly trained technicians
applying various computerized design, manipulation and assembly techniques. The
preparation of film, digital tape and press proofs for lithography, flexography
and other printing processes related to packaging accounted for over 85% of net
sales for 2002 and over 70% of net sales during 2001 and 2000. The balance of
the Company's business consists of the production of similar advertising and
promotional applications.
The Company has particular expertise in preparing color images for high
volume print production runs of consumer products packaging. The Company
functions as a vital interface between its Fortune 1000 consumer products
clients, their creative designers and their converters or printers in assuring
the production of consistent, high quality packaging materials in increasingly
shorter turnaround and delivery times. The Company's ability to provide high
quality, customized graphic services quickly makes it a valued player in new
product introduction and promotional activity.
The Company maintains both digital and analog data archives of product
package layouts and designs for many of its clients. This activity brings value
to those clients while improving the Company's efficiency in accommodating
clients' rapidly changing packaging design modifications and product line
extensions. By continuing to provide such high-end, value-added services, the
Company commands a significant share of the market for graphic services for the
food and beverage industry, which uniquely positions it to benefit from positive
industry trends.
The Company believes that its clients have increasingly chosen to
outsource their imaging needs to the Company because of its: (i) high quality
customized imaging capabilities; (ii) rapid turnaround and delivery times; (iii)
up-to-date knowledge of the printing press specifications of converters and
printers located throughout the United States, Canada, Mexico and Asia; (iv)
color expertise; (v) digital imaging asset management; (vi) workflow management;
(vii) art production; and (viii) ability to service its clients' global graphic
requirements through the Company's North American facilities and international
subsidiaries and alliance partners.
GRAPHIC SERVICES INDUSTRY
"Graphic Services" are the tasks involved in preparing images and text
for reproduction to exact specifications for a variety of media, including
packaging for consumer products, point-of-sale displays and other promotional
materials. Packaging for consumer products encompasses folding cartons, boxes,
trays, cans, containers, packaging labels and wrap. While graphic work
represents a relatively small percentage of overall product packaging and
promotion costs, the visual impact and effectiveness of product packaging and
promotions are largely dependent upon the quality of graphic work.
3
Graphic services do not entail the actual printing or production of
such packaging materials, but rather include the various preparatory steps such
as art production design, digital photography, retouching, color separation and
other plate making services, for use in lithography, flexography and gravure.
"Color separation" refers to preparing color images, text and layout for the
printing process. Graphic services such as color separation work have
traditionally been performed by skilled craftspeople almost entirely by hand,
using what is known as the "conventional" method. With the development of
digital technology, graphic firms such as the Company have become computerized,
relying instead on digital imaging, in which digitized images and text are
manipulated according to client and converter specifications. On an increasing
basis, clients supply material to the Company in a digitized format on a variety
of media, including tape, floppy disk, CD-ROM and via the Internet. More
recently there is a trend toward an all-digital workflow, from creative design
through printing. The most recent innovation is the production of plates
directly from a digital file, hence the term "direct to plate" (DTP) or
"computer to plate" (CTP). This innovation eliminates the step of preparing
photographic film and exposing the film on a plate. This CTP technology is more
precise and reduces the time to produce a printing plate. The Company has
acquired several CTP units and has the capacity to service its clients with CTP
services throughout North America.
The graphic industry in North America has over 1,000 market
participants, principally independent color separators, such as the Company,
converters, printers and advertising agencies that perform these services
in-house. The majority of graphic providers specialize in commodity-oriented
publication work that includes textbooks, advertising, catalogs, newspapers and
magazines. The Company's target markets, however, are high-end packaging for the
consumer products industry, advertising and promotional applications. The North
American market for graphic services for packaging to the consumer products
industry is estimated by the Company to be approximately $2.0 billion, while the
worldwide market is estimated by the Company to be as high as $6.0 billion. The
consumer products graphic industry is highly fragmented with hundreds of market
participants, only a small number of whom have annual revenues exceeding $30.0
million. The Company believes that the number of participants in the North
American graphic market for the consumer products industry will diminish due to
consolidation and attrition caused by competitive forces such as accelerating
technological requirements for advanced systems, equipment and highly skilled
personnel and the growing demands of clients for full-service global
capabilities.
The rapid development of lower-cost, faster desktop publishing software
systems has increased the potential for competition in the graphic industry by
lowering barriers to entry relating to equipment costs. However, this
development has also resulted in the proliferation of software systems, many of
which have created training issues. Frequent changes in software necessitate
continuous training and education and investment in faster equipment. It has
also created the demand from clients for increasingly faster turnaround and
delivery times. As technology advances in the imaging industry, speed has
become, and continues to be a significant differentiator between the Company and
its competition. Furthermore, these rapid turnaround times, regulatory
requirements and demand for global brand consistency have created new, more
significant barriers than had previously existed.
There is also a more significant barrier to entry that has always
existed - hundreds of "technician-years" of expertise in working with all of the
major printers and converters to make sure a package is printed according to the
client's specifications. For this reason, new upstarts have difficulty competing
with the Company.
The Company focuses on three primary markets: consumer products
packaging, advertising agencies, and promotion. The food and beverage segment of
the consumer products industry has packaging requirements that are complex and
demanding due to variations in packaging materials, shapes and sizes, custom
colors, varying storage conditions and marketing enhancements. Product
extensions and frequent packaging redesigns have resulted in an increasing
volume of color separation and related work in the consumer products industry
and in particular for the food and beverage segment. Additional industry trends
include: (i) the shorter turnaround and delivery time requirements from the
creative design phase to final distribution of the packaged product; (ii) an
increasing number of SKUs competing for shelf space and market share; (iii) the
increasing importance of package appearance and promotions due to demonstrated
point-of-sale consumer purchasing behavior; and (iv) the increasing requirements
for worldwide quality and consistency in packaging as companies attempt to build
global brand name recognition. Increasingly, the advertising and promotion
markets require coordination of these efforts, with the initiatives coming from
advertising agencies. The Company's expansion into these markets strengthens and
enhances the overall service offering to the unified marketing approach of our
clients.
4
Meeting the requirements of the advertising and promotional business
demands production of work under extremely short timelines, usually in less than
24 hours. Creative retouching, color correction and composition in multiple file
formats are produced to meet requirements of the printers. The Company is a
leader in conventional, computer to plate and digital ad delivery to
publications.
THE COMPANY'S GROWTH STRATEGY
The Company's primary goal is to enhance its leadership positions in
the graphic imaging market serving the consumer products, advertising and
promotion markets. Key aspects of the Company's business strategy to achieve
this goal include the following:
- Organic Growth. Historically the Company has primarily grown
through acquisitions. As there were fewer companies that met the
Company's acquisition criteria in the marketplace in the last few
years, the Company has increased its focus on organic growth,
turning to its highly skilled sales force to be the primary
growth driver for the Company. As a result, and in connection
with this strategic planning process at the Company, the Company
identified as one of its key business objectives to increase
sales by increasing the amount of business the Company does with
existing clients as well as increasing the number of new
accounts.
The Company has increased its focus on organic growth by
separating its sales force into new account development and
existing account development groups. The new account development
group is charged with calling on the Fortune 1000 accounts that
the Company does not currently do business with. The existing
account group works with their current clients to increase the
number of brands that the Company handles and to increase the
number of services that the Company provides to the client.
To bring focus to the organic growth objective, the Company has
introduced a new sales compensation system, which rewards both
sales growth and profitability growth.
- Growth through Acquisitions. The Company's profitability and
ready access to capital have enabled it to make strategic
acquisitions of companies that range in size from $2 million to
$20 million in revenues. In its 49-year business history, the
Company has integrated more than 44 graphic and imaging
businesses into its operations while streamlining overhead and
improving margins in the aggregate. The Company acquired 13
businesses from March 1998 to November 1999 with combined
annualized revenues in excess of $77 million. These acquisitions
are part of the Company's growth strategy to acquire market niche
companies with Fortune 1000 client lists, excellent client
service or proprietary products and solid management who will
continue to operate the business after the acquisition. The
managers of acquired businesses receive performance incentives to
continue to profitably grow the business. There were no
acquisitions by the Company in 2001 and there was one small
acquisition in 2002.
The Company intends to continue expanding through acquisitions of
well-managed companies with solid market positions, a reputation
for quality work and established client lists. The Company
believes that an emphasis on complementary acquisitions of
companies serving targeted markets will allow it to broaden its
service offerings and provide single source design, graphic image
database services and workflow management services.
The Company believes it has greater versatility in meeting the
various requirements of its clients than smaller, less integrated
competitors lacking technical expertise, and that this
versatility will result in greater opportunities for internal
growth as well as enhancing the Company's image as an attractive
purchaser for potential consolidation candidates. The Company
believes that there will continue to be a number of attractive
acquisition candidates in the fragmented and consolidating
industry in which it operates. The Company expects to strengthen
its market position by applying its management and operational
philosophies and practices, which have been successful in its
graphic arts businesses, to newly acquired businesses.
5
- Exploitation of Industry Trends; Outsourcing. The Company has
historically attempted to strengthen its market position by
identifying and exploiting industry trends. As a consequence, the
Company has been uniquely positioned to benefit as consumer
products companies continue to reduce both their graphic staffs
and total number of suppliers. The Company's on-site strategy
developed as clients outsource imaging functions in an attempt to
cut costs and improve turnaround and delivery times. The Company
intends to expand this effort, as clients increasingly require
on-site service. As of December 31, 2002, the Company had 41
on-site locations staffed by over 130 Schawk employees,
approximately 9% of its total workforce. Further, the Company
believes that its commitment to client service and its broad
array of premium service offerings position the Company as a cost
effective, value-added supplier of digital imaging services. As
clients continue to cut their staffing levels, they are expanding
the number of services required of their graphic suppliers. As a
result, fewer of the Company's competitors have the full
complement of capabilities required in the marketplace. The
Company believes outsourcing trends will continue.
- Exploitation of Technology Advancements. The Company is dedicated
to keeping abreast of and initiating technological process
developments in its industry. To build upon its leadership
position, the Company actively evaluates systems and software
products of various computer and software manufacturers and also
independently develops software for implementation at its
operating facilities. The Company continually invests in new
technology designed to support its high quality graphic services.
The Company concentrates its efforts on understanding the systems
and equipment available in the marketplace and creating solutions
using off-the-shelf products, customized to meet a variety of
specific client and internal requirements.
MANAGEMENT PHILOSOPHY
As part of the Company's ongoing strategic planning process, management of the
Company introduced Vision 2020, a roadmap that the Company will follow into the
future. The Chief Executive Officer, David A. Schawk, introduced an overview of
the strategy to every employee of the Company and subsidiaries around the world
in late 2001. In 2002, Company management organized teams from throughout the
organization to work on business objectives that came out of the strategic
planning process. Incentive compensation programs in alignment with the
Company's strategy were developed and have been implemented for 2003. The
overriding guidelines for the Company's strategy were summarized in a "Vivid
Description" of what the Company believes in. The Vivid Description of the
Company is as follows:
The value and breadth of our services and capabilities will be driven first
and foremost by the requirements and satisfaction of our clients...We will
deliver value through ensuring global brand consistency and the premiere
speed-to-market solution to those clients. By becoming an integrated
strategic partner to our clients, we will demonstrate value and inspire
their unwavering confidence and loyalty...We will become the most
profitable company in our industry and we will reach a dominant market
share globally...We will continue to invest in training and development so
that our employees and their tools will be the best of the best...The
Schawk brand name will be recognized as the highest value answer to
clients' brand image requirements.
The business objectives the Company is working on support the Vivid Description
of the Company are as follows:
- Increase Global Coverage through Acquisitions Worldwide
- Redefine Our Source of Revenue and Profit for the future
- Invent / Reinvent Solutions for Our Clients
- Increase Organic Growth
- Hire and Retain the Best of the Best Employees
- Measure Customer Satisfaction and Improve on our performance
6
To achieve the Company's business objectives, management stresses the following:
Client Service. Another key component of the Company's management
philosophy has been its commitment to client service. The Company's offering
continues to be increasingly focused on meeting the changing needs of its
clients. This requires a commitment to working with clients to understand these
needs. The Company believes that this commitment has contributed to the
confidence and loyalty its clients have shown. Because of the increasingly
competitive markets faced by its clients, the Company must be flexible enough to
modify its operations in order to meet the specialized needs of its clients. The
Company's emphasis on on-site client representatives and operations helps to
address this requirement and has further solidified existing client
relationships.
Employee Training and Investment in Equipment. The Company believes
that its most valuable assets are its employees because its ability to provide
clients with high quality services and products depends upon their dedication
and expertise. The Company provides extensive and continuous training to keep
its employees abreast of the latest technological developments and the
particular needs of its clients. Providing its employees with the latest
equipment, software and training are fundamental to the Company's philosophy.
Technical Expertise. The Company is able to provide its clients with
high quality services and products and quick response time because of its
efficient utilization of state-of-the-art equipment, software, digital server,
storage technology, and telecommunication systems. As part of its commitment to
maintain its technological expertise, the Company has historically worked with
software developers to create software that fully addresses the Company's and
its clients' needs. The Company acts as a test site for numerous hardware and
software products. In order to facilitate the exchange of information among its
various facilities, in 1991, the Company established the Schawk Technical
Advisory Board for the purpose of coordinating the research and evaluation of
new technologies in the graphic arts industry. This group continues to be
recognized for its efforts and has been invited to lecture at numerous national
and international symposiums and conferences.
SERVICES
The Company offers comprehensive, high quality digital imaging graphic
services. The Company's facilities produce conventional, electronic and desktop
color separations, electronic production design, film preparation, plate making
and press proofs for lithography, flexography and gravure.
The Company's services also include both digital and analog image
database archival and management, as well as creative design, 3-D imaging, art
production, large format printing, and various related outsourcing and graphics
arts consulting services.
The Company interfaces between consumer products manufacturers and the
creative designers and converters used by those businesses to produce packaging,
such as folding cartons, boxes, trays, cans, containers, packaging labels and
wrap and related point-of-sale and promotional materials. The Company's services
consist principally of the electronic and digital production of art design,
color separations and color proofs to client and converter specifications and
imaging asset management. These services are an intermediate step between
creative artwork and the actual printing of graphic materials. The production of
color separations requires well-trained and highly skilled technicians applying
various digital and analog image manipulation, assembly and color management
techniques in order to preserve the integrity of the original image when
translated into print and to ensure consistency of the printed materials.
The Company specializes in digital imaging graphic services relating to
the packaging and promotional needs of clients in the consumer products industry
and in the advertising and promotion markets. The Company serves Fortune 1000
companies and their advertising agencies to ensure worldwide quality and
consistency in the packaging and related imagery of their products with the wide
array of consumer products in the marketplace. Because there is no consistent
size, shape, color or packaging material, the Company functions as a network of
custom job shops taking advantage of its size for technical expertise while
being able to respond quickly to the varying needs of global clients.
Image quality and consistency and ever-shortening response and delivery
times are becoming increasingly important to consumer products manufacturers as
packaging assumes a greater role in promotion. While graphic work represents a
relatively small percentage of overall packaging costs, the visual impact and
effectiveness of product packaging is largely dependent upon the quality of the
graphic work.
7
The Company's clients typically outsource their graphic requirements
and assign the Company the responsibility of interfacing with the clients and
client designated suppliers in developing and printing the packaging and related
materials. The Company competes on the basis of offering its multi-national
client base: (i) high quality customized imaging; (ii) rapid turnaround and
delivery times; (iii) up-to-date knowledge of the printing press specifications
of converters and printers located throughout the United States and Canada; (iv)
digital imaging asset management; (v) workflow management; (vi) art production;
and (vii) the ability to service its clients' global graphic requirements
through the Company's North American facilities and international subsidiaries
and alliance partners.
As technology has created opportunities for quicker production
turnarounds and deliveries, most of the Company's Fortune 1000 consumer products
clients have capitalized on the opportunity to modify their packaging more
frequently in order to customize their promotional activities on a regional,
seasonal or event related basis. This activity has greatly increased the
importance of maintaining the integrity of the digital and analog image design
and text data for each package variation.
In keeping with this need for greater control and organization, the
Company has expanded its services into a number of new areas that assist the
client with the overall management of their art processes. The Company has added
production art services that quickly execute and expand upon new graphics ideas,
and assist the client in speeding their brands to market with fewer errors and
higher efficiency. Additional services are provided through InterchangeDigital,
a wholly owned Schawk subsidiary. With InterchangeDigital's PaRTS product
(Production and Resource Tracking System), clients are able to maintain a
central archive of approved digital graphics and design templates that can be
used to normalize the production of packaging and collateral graphics on a
global basis. PaRTS also tracks vendor performance, time lines, and other
process critical data. InterchangeDigital delivers a broader range of integrated
services through its products than competing systems and in-turn is able to
drive a better value proposition for its customers. Schawk 3D is another group
that the Company has leveraged to provide 3D modeling capabilities to its
customers allowing them to review and deploy new graphics concepts in a shorter
time frame, and to proof concepts and collateral before actual manufacturing
begins. All of the Company's related services are leveraging new technologies
and solution services that focus on workflow and knowledge collaboration during
the product and concept development cycles. We believe that this focus is a
visible differentiator with would-be competitors and will help to maintain the
Company's status as a preferred supplier.
Given the increased computerization of the graphic services industry,
highly trained technicians are essential to the quality of the end product.
Requirements of turnaround speed without a reduction in quality are increasing
as clients strive for differentiation and customization of their products and
brands. The Company has met these requirements by continuously reinvesting in
technology, training its personnel and establishing numerous satellite on-site
operations to complement its main operating facilities.
To capitalize on market trends, management believes that the Company
must continue to be able to provide clients the ability to make numerous changes
and enhancements with shorter turnaround times than ever before. Accordingly,
the Company has focused its efforts on improving its response times and
continues to invest in rapidly emerging technology and the continuing education
of its employees. The Company also educates clients on the opportunities and
complexities of state-of-the-art equipment and software. The Company believes
that its ability to provide quick turnaround and delivery times, dependability
and value-added training and education programs will continue to give it a
competitive advantage in serving clients who require high volume, high quality
product imagery.
The Company's services are distinguished by its ability to complete
graphic services for packaging designs in increasingly compressed time frames
and with high standards of quality. In order to satisfy client requirements, the
Company is frequently required to provide services in as little as 24 hours. The
following core competencies of the Company are described in more detail below:
- Technical Expertise. The Company places an emphasis on investment
in state-of-the-art systems and equipment and the need for
continual training and development of its employees through
programs offered at the Company-owned training center and
operating facilities and on-site at client locations. The Company
has had success in elevating its employees' competency and its
clients' standards to levels requiring the superior technical
expertise and capabilities that distinguish the Company's
services.
8
- On-Site Personnel. The Company has placed over 130 employees
on-site at or near 41 client locations in an effort to further
integrate its graphic services directly with the client
operations. This facilitates faster turnaround and delivery times
and fosters stronger client relationships.
- Strong Relationships with Converters and Printers. As each client
selects its own converter(s) and/or printer(s) the Company
coordinates extensively with the converter to ensure uniformity
in color and appearance of the printed product packages. Each
client generally selects its printing services on a bid basis. By
using the Company as its imaging specialist, the print/read
imagery information is not captive at any one printer or
converter. This affords each client consistent image replication
at any printing site because the Company can supply any printer
or converter with film customized for its printing press.
Additionally, this allows the client to reproduce its image
consistently across many printing sources and it also provides
the client with information as to location and cost of its press
runs.
Over the course of its 49-year business history, the Company has
developed strong relationships with many of the major converters
and printers in the United States and Canada. As a result, the
Company has extensive knowledge of their equipment, thereby
enabling the Company to increase the overall efficiency of the
printing process. Internal operating procedures and conditions
may vary from printer to printer, affecting the quality of the
color image. In order to minimize the effects of these
variations, the Company makes necessary adjustments to its color
separation work to account for irregularities or idiosyncrasies
in the printing presses of each of its clients' converters. The
Company strives to afford its clients total control over their
imaging processes with customized and coordinated services
designed to fit each individual client's particular needs, all
aimed at ensuring that the color quality, accuracy and
consistency of a client's printed matter are maintained.
- Image Asset Management. The Company maintains and manages a
database for its clients' images and package designs. Once an
image is in the Company's database, the client can make frequent
regional, seasonal or event related adjustments to the file image
prior to printing. The Company's ability to quickly manipulate
digital images enables its clients to deliver their products to
the market faster. The Company's capabilities also allow it to
send an image for output and printing virtually anywhere in the
world. As more and more multi-national consumer products
companies strengthen their international packaging quality
control to enhance their global brand image, they are requiring a
more consistent worldwide image. In response to this trend, the
Company is playing an increasing role in ensuring that its
clients' images are satisfactory and consistent both domestically
and internationally. The acquisition of 65% of the Laserscan
Group in September, 1999 (and the subsequent purchase of the
remaining 35% minority interest in 2002) with operations in China
and Malaysia is indicative of the Company's commitment to its
clients on a worldwide basis.
ACQUISITIONS AND START-UP OPERATIONS
The Company has acquired and integrated more than 44 graphic and
imaging businesses into its operations since the business was founded in 1953.
Throughout its history, the Company has successfully identified acquisition
candidates that represent market niche companies with Fortune 1000 client lists,
excellent client service or proprietary products and solid management. The
Company favors businesses with management teams that will continue to operate
the businesses as autonomous units. The Company has also commenced a number of
start-up operations over the years when client servicing requirements or market
conditions warranted.
In 2002 the Company purchased the remaining 35% of the Laserscan Group.
Also in 2002, the Company's Canadian subsidiary acquired certain assets and
assumed certain liabilities of Imaginex, a Toronto area graphic company. There
were no acquisitions in 2000 or 2001. During 1999 the Company completed eight
acquisitions: Cactus Imaging Centres in Toronto, Canada; Color One in
Cincinnati, OH; Deluxe Engraving in Cincinnati, OH; Designer's Atelier in New
York, NY; Inter-Process Service in Stamford, CT; The Mackinder Group in New
York, NY; Plewes-Bertouche in Toronto, Canada and Laserscan, with operations in
China, Malaysia, and Thailand. During 1998 the Company completed five
acquisitions: S&M Rotogravure in New Berlin, Wisconsin; Chromart, Inc. in New
York, NY; Horan Imaging Solutions in New York, NY; Design Partners in Toronto,
Canada; and Herzig Somerville, Ltd. In Toronto, Canada.
9
There were no start-ups established in 2002. In 2001, the Company
established an art production operation in Chicago, Illinois. In 2000, the
Company established start-up operations in Stamford, Connecticut and Singapore.
In 1999, the Company established start-up operations in Kobe, Japan; Ardsley,
New York; and Charlotte, North Carolina. In 1998, the Company established a
start-up operation in Queretaro, Mexico. Due to unfavorable market conditions
the start-up in Ardsley, New York was shut down in 2001, and the start-ups in
Charlotte, North Carolina and Toronto, Ontario were shut down in 2000.
The Company intends to continue expanding through acquisitions of
well-managed companies with solid market positions and established client lists.
The Company believes that emphasis on complementary acquisitions of businesses
serving targeted markets will allow it to broaden its product offerings and
provide its clients with a single source for imaging and image database
services. The Company will also continue to analyze and investigate start-up
operations on an ongoing basis.
RESEARCH AND DEVELOPMENT
The Company is dedicated to keeping abreast of and, in a number of
cases, initiating technological process developments in its industry that have
applications for consumer products packaging. To build upon its leadership
position, the Company is actively involved in system and software technical
evaluations of various computer systems and software manufacturers and also
independently pursues software development for implementation at its operating
facilities. The Company continually invests in new technology designed to
support its high quality graphic services. The Company concentrates its efforts
in understanding systems and equipment available in the marketplace and creating
solutions using off-the-shelf products customized to meet a variety of specific
client and internal requirements. PaRTS(TM) and Schawk 3D are examples of the
Company's commitment to research and development. Total research and development
spending is not material.
As an integral part of its commitment to research and development, the
Company has established the Schawk Technical Advisory Board for the purpose of
researching and evaluating new technologies in the graphic arts and
telecommunications industries. The Advisory Board meets formally, at least
quarterly, to review new equipment and programs, then disseminates the
information to the entire Company and to clients as appropriate.
MARKETING AND DISTRIBUTION
The Company markets its services nationally and internationally through
seminars, newsletters and training sessions targeted at existing and potential
clients. The Company sells its services through a group of approximately 150
direct salespersons and 200 client service technicians who call on consumer
products manufacturers, including those in the food and beverage, home products,
pharmaceutical and cosmetics industries and mass merchant retailers. The Company
has adopted a team approach to marketing, reflective of its TQM philosophy. Both
the Company's salespersons and the Company's client service technicians share
responsibility for marketing the Company's offerings to existing and potential
clients, thereby fostering long-term institutional relationships with its
clients.
In addition to its numerous operations in the United States and Canada,
the Company has operations in Queretaro, Mexico, Kobe, Japan, Singapore,
Malaysia and China and a network of global affiliations in Australia, Europe and
Asia.
CLIENTS
The Company's clients consist of direct purchasers of color
separations, including end-use consumer product manufacturers and mass merchant
retailers, converters and advertising agencies. Many of the Company's clients, a
large percentage of which are Fortune 1000 companies, are multi-national in
scope and often use numerous converters both domestically and internationally.
Because these clients desire uniformity of color and image quality across a
variety of media, the Company plays a very important role in coordinating their
printing activities by maintaining current equipment specifications regarding
its clients and converters. Management believes that this role has enabled the
Company to establish closer and more stable relationships with these clients.
Converters also have a great deal of confidence in the quality of the Company's
services and have worked closely with the Company to reduce the converters'
required lead-time, thereby lowering their costs. End-use clients often select
and utilize the Company to ensure better control of their packaging or other
needs and depend upon the Company to act as their agent to ensure quality
10
management of data along with consistency among numerous converters and
packaging media. The Company has established 41 on-site locations at or near
clients that require high volume, specialized service. As its art production
services continue to expand, the Company anticipates that it will further
develop its on-site services to its client base.
Many of the Company's clients place orders on a daily and weekly basis
and work closely with the Company year-round as they frequently redesign product
packaging or introduce new products. While certain promotional activities are
seasonal, such as those relating to summer, back-to-school time and holidays,
shorter technology-driven graphic cycle time has enabled consumer products
manufacturers to tie their promotional activities to regional and/or current
events (such as sporting events or motion picture releases). This prompts such
manufacturers to redesign their packages more frequently, resulting in a
correspondingly higher number of packaging redesign assignments. This
technology-driven trend toward more frequent packaging changes has offset
previous seasonal fluctuations in the volume of the Company's business (also see
"Seasonality and Cyclicality").
In addition, consumer product manufacturers have a tendency to
single-source their graphic work with respect to a particular product line so
that continuity can be assured in changes to the product image. As a result, the
Company has developed a base of steady clients in the food and beverage
industry. During 2002 no single client accounted for more than 7.4% of the
Company's net sales, and the 10 largest clients in the aggregate accounted for
approximately 40% of net sales.
COMPETITION
The Company's competition comes primarily from other independent color
separators and converters and printers that have graphic service capabilities.
Independent color separators are companies whose business is performing graphic
services for one or more of the principal printing processes. The Company
believes that only two firms, Applied Graphics Technologies, Inc., through its
Wace Group subsidiary, and Southern Graphics, a subsidiary of Alcoa, compete
with the Company on a national basis. The remaining independent color separators
are regional or local firms that compete in specific markets. To remain
competitive, each firm must maintain client relationships and recognize, develop
and exploit state-of-the-art technology and contend with the increasing demands
for speed.
Some converters with graphic service capabilities compete with the
Company by performing such services in connection with printing work.
Independent color separators such as the Company, however, may offer greater
technical capabilities, image quality control and speed of delivery. In
addition, converters often utilize the services of the Company because of the
rigorous demands being placed on them by clients who are requiring faster
turnaround times. Increasingly, converters are being required to invest in
technology to improve speed in the printing process and have avoided spending on
graphic technology.
As requirements of speed continue to be critical, along with the
recognition of the importance of focusing on their core competencies, clients
have increasingly recognized that the Company provides services at a rate and
cost that makes outsourcing more cost effective and efficient.
PURCHASING AND RAW MATERIALS
The Company purchases photographic film and chemicals, storage media,
ink, plate materials and various other supplies and chemicals on consignment for
use in its business. These items are purchased from a variety of sources and are
available from a number of producers, both foreign and domestic. Materials and
supplies account for only a small portion of the Company's cost of production,
and no shortages are anticipated. Furthermore, as a growing proportion of the
workflow is digital, the already low percentage of materials in cost of sales
will continue to be reduced. Historically, the Company has negotiated and enjoys
significant volume discounts on materials and supplies from most of its major
suppliers.
11
INTELLECTUAL PROPERTY
The Company owns no significant patents. The trademarks "Schawk," and
"PaRTS" and the trade names "Anthem New Jersey," "Anthem Los Angeles," "Anthem
Toronto," "Anthem Chicago," "Anthem Singapore", "Schawk Asia," "Schawk Atlanta,"
"Schawk Cactus," "Schawk Canada," "Schawk Cherry Hill," "Schawk Chicago,"
"Schawk Chromart," "Schawk Cincinnati 446," "Schawk Cincinnati 447," "Schawk
Designer's Atelier," "Schawk Japan," "Schawk Kalamazoo," "Schawk Kuala Lumpur,"
"Schawk Mexico," "Schawk Milwaukee," "Schawk Minneapolis," "Schawk New York,"
"Schawk Penang," "Schawk St. Paul," "Schawk Toronto" "Schawk Shanghai," "Schawk
Singapore", "Schawk Stamford," "Interchange," "Interchange Digital,"
"Interchange Digital Management Services", "The Palm Group," "Laserscan," are
the most significant trademarks and trade names used by the Company or its
subsidiaries.
EMPLOYEES
As of December 31, 2002 the Company had approximately 1,400 full-time
employees. Of this number, approximately 30% are production employees
represented by local units of the Graphic Arts International Union and by local
units of the Communications, Energy & Paperworkers Union of Canada. The
Company's union employees are vital to its operations. Collective bargaining
agreements covering the Company's union employees in four facilities are subject
to renegotiations. The Company considers its relationships with its employees
and unions to be good.
BACKLOG
The Company does not have or keep backlog figures as projects or orders
are generally in and out of the facilities within five to seven days. Generally,
the Company does not have contracts with its clients, but maintains client
relationships by delivering timely graphic services, providing technology
enhancements to make the process more efficient and bringing extensive
experience with and knowledge of printers and converters.
SEASONALITY AND CYCLICALITY
The Company's digital imaging graphic business for the consumer product
packaging graphic market is not currently seasonal because of the number of
design changes that are able to be processed as a result of speed-to-market
concepts and all-digital workflows. On the other hand, there is a three to four
year cycle for major design changes that the Company has experienced in the last
eight years resulting in greater volumes in certain years followed by more
modest volumes as only small changes are made before the next major redesign
cycle. With respect to the advertising and promotional markets, some seasonality
exists in that the months of December and January are typically the slowest
months of the year in this market because advertising agencies and their clients
typically finish their work by mid December and don't start up again until mid
January. Advertising and promotion is generally cyclical as the consumer economy
is cyclical. When consumer spending and GDP decreases, the amount of ad pages
declines. Generally, when ad pages decline the Company's advertising and
promotion business declines.
ITEM 2. PROPERTIES
The Company owns or leases the following office and operating
facilities:
LEASE
SQUARE OWNED/ EXPIRATION
LOCATION FEET LEASED PURPOSE DATE DIVISION
-------- ---- ------ ------- ---- --------
(APPROX.)
Cherry Hill, New Jersey 35,000 Owned General Offices, N/A Schawk Cherry Hill
Operating Facility
Chicago, Illinois 15,200 Leased General Offices, May 2005 Anthem Chicago
Operating Facility
12
ITEM 2. PROPERTIES (CONTINUED)
Cincinnati, Ohio 74,200 Leased General Offices, August 2004 Schawk Cincinnati 446
Operating Facility
Cincinnati, Ohio 12,000 Leased General Offices August 2004 Schawk Cincinnati 447
Operating Facility
Costa Mesa, California 3,000 Leased General Offices, April 2004 Anthem Los Angeles
Operating Facility
Des Plaines, Illinois 14,000 Owned Executive Offices N/A Corporate Office
Des Plaines, Illinois 4,200 Owned Operating Facility N/A Interchange Digital
Des Plaines, Illinois 60,000 Leased General Offices, December 2010 Schawk Chicago
Operating Facility
Franklin Park, Illinois 62,000 Owned General Offices, N/A Schawk Chicago
Hackettstown, New Jersey 3,000 Leased General Offices, September 2005 Anthem New Jersey
Operating Facility
Kalamazoo, Michigan 67,000 Owned General Offices, N/A Schawk Kalamazoo
Operating Facility
Kobe, Japan 1,160 Leased General Offices, December 2002 Schawk Japan
Operating Facility
Kuala Lumpur, Malaysia 5,280 Owned General Offices, N/A Laserscan Sdn Bhd
Operating Facility
Minneapolis, Minnesota 31,000 Owned General Offices, N/A Schawk Minneapolis
Operating Facility
Mississauga, Ontario Canada 42,000 Leased General Offices , March 2003 Schawk Toronto
Operating Facility
Mississauga, Ontario Canada 12,000 Leased General Offices , December 2004 Schawk Toronto
Operating Facility
Mississauga, Ontario Canada 2,300 Leased General Offices , October 2004 Schawk Toronto
Operating Facility
New Berlin, Wisconsin 43,000 Leased General Offices, June 2003 Schawk Milwaukee
Operating Facility
New York, New York 31,000 Leased General Offices, April 2003 Schawk New York
Operating Facility
Penang, Malaysia 34,000 Owned General Offices, N/A Laserscan Sdn Berhad
Operating Facility
Penang, Malaysia 1,706 Owned General Offices, N/A Laserscan
Operating Facility Flexographic
13
ITEM 2. PROPERTIES (CONTINUED)
Penang, Malaysia 2,330 Owned General Offices, N/A Laserscan Technology
Operating Facility
Queretaro, Mexico 18,000 Owned General Offices, N/A Schawk Mexico
Operating Facility
Roseville, Minnesota 28,000 Leased General Offices, May 2004 Schawk St. Paul
Operating Facility
Shanghai, China 19,400 Leased General Offices, November 2005 Laserscan Shanghai
Operating Facility
Singapore 7,500 Leased General Offices December 2004 Schawk Singapore
Smyrna, Georgia 25,200 Leased General Offices, October 2003 Schawk Atlanta
Operating Facility
Stamford, Connecticut 20,000 Leased General Offices, August 2004 Schawk Stamford
Operating Facility
Toronto, Ontario, Canada 56,000 Leased General Offices, December 2004 Schawk Toronto
Operating Facility
Toronto, Ontario, Canada 8,292 Leased General Offices, January 2005 Anthem Toronto
Operating Facility
Toronto, Ontario, Canada 17,500 Leased General Offices, November 2007 Schawk Cactus
Operating Facility
Toronto, Ontario Canada 13,900 Leased General Offices , December 2004 Schawk Toronto
Operating Facility
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company has been a party to routine pending or
threatened legal proceedings and arbitrations. The Company insures some, but not
all, of its exposure with respect to such proceedings. Based upon information
presently available, and in light of legal and other defenses available to the
Company, management does not consider the liability from any threatened or
pending litigation to be material to the Company. The Company has not
experienced any significant environmental problems.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted to a vote of security holders for the three
months ended December 31, 2002.
14
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
SCHAWK, INC. SUPPLEMENTAL STOCKHOLDER INFORMATION QUARTERLY FINANCIAL DATA
(UNAUDITED)
(In Thousands, Except Per Share Amounts)
- --------------------------------------------------------------------------------------------------------------------------------
March 31, June 30, September December 31, March 31, June 30, September 30, December 31,
2001 2001 30, 2001 2001 2002 2002 2002 2002
- --------------------------------------------------------------------------------------------------------------------------------
Net sales $46,924 $48,342 $48,001 $46,376 $43,618 $47,049 $46,518 $49,004
Cost of sales 28,462 28,963 29,158 27,943 26,058 27,567 28,065 30,559
-----------------------------------------------------------------------------------------------------------
Gross Profit 18,462 19,379 18,843 18,433 17,560 19,482 18,453 18,445
Net income $ 1,403 $ 2,060 $ 2,111 $ 2,444 $ 2,724 $ 4,002 $ 3,125 $ 3,680
===========================================================================================================
Earnings per share
Basic $ 0.07 $ 0.10 $ 0.10 $ 0.11 $ 0.13 $ 0.19 $ 0.15 $ 0.17
Diluted 0.07 0.10 0.10 0.11 0.13 0.18 0.14 0.17
Prior-year amounts have been reclassified to conform to current-year
presentation.
DIVIDENDS DECLARED PER CLASS A COMMON SHARE
- -------------------------------------------------------------
Quarter Ended: 2002 2001
- -------------------------------------------------------------
March 31 $0.0325 $0.0325
June 30 0.0325 0.0325
September 30 0.0325 0.0325
December 31 0.0325 0.0325
------- -------
Total $0.1300 $0.1300
======= =======
STOCK PRICES
The Company's Class A common stock is listed on the NYSE under the symbol "SGK".
The Company has approximately 901 stockholders of record as of February 24,
2003.
Set forth below are the high and low sales prices for the Company's Class A
common stock for each quarterly period within the two most recent fiscal years.
- -------------------------------------------------------------
Quarter Ended: 2002 High/Low 2001 High/Low
- -------------------------------------------------------------
March 31 $11.45 - 9.08 $ 9.31 - 8.60
June 30 10.70 - 9.40 11.50 - 8.80
September 30 10.60 - 9.68 11.20 - 9.61
December 31 10.17 - 9.45 11.23 - 9.27
15
The following table summarizes information as of December 31, 2002,
relating to equity compensation plans of the Company pursuant to which Common
Stock is authorized for issuance.
EQUITY COMPENSATION PLAN INFORMATION
Plan Category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available for
exercise of outstanding options, future issuance under
outstanding options, warrants and rights equity compensation
warrants and rights plans
- ---------------------------------------------------------------------------------------------------
Equity compensation
plans approved by 2,542 $9.48 725
security holders
Equity compensation
plans not approved by -- -- --
security holders
-------------------------------------------------------------------------
TOTAL 2,542 $9.48 725
=========================================================================
ITEM 6. SELECTED FINANCIAL DATA
Year Ended December 31,
----------------------------------------------------------------------
2002 2001 2000 1999 1998
----------------------------------------------------------------------
(In Thousands, Except Per Share Amounts)
CONSOLIDATED INCOME STATEMENT INFORMATION
Net Sales $186,189 $189,643 $210,804 $188,497 $148,635
Operating Income (b) 21,948 17,376 22,973 23,661 28,308
Income Before Income Taxes and Minority
Interest 19,713 13,129 18,111 20,038 29,748
Income Taxes 6,203 5,320 7,567 8,240 12,050
Minority Interest in net loss of
subsidiary 21 209 97 -- --
Net Income 13,531 8,018 10,641 11,798 17,698
Net Income Per Common Share (a)
Basic $ 0.63 $ 0.37 $ 0.50 $ 0.55 $ 1.07
Diluted 0.62 0.37 0.50 0.55 1.06
Prior-year amounts have been reclassified to
conform to current-year presentation
CONSOLIDATED BALANCE SHEET INFORMATION
Working Capital $ 26,654 $ 26,796 $ 15,579 $ 22,364 $ 35,453
Total Assets 160,470 166,125 167,863 177,261 138,510
Long-Term Debt and Capital Lease
Obligations 37,232 52,131 48,020 67,494 39,619
Stockholders' Equity 89,767 79,537 74,508 66,658 65,023
OTHER DATA
Cash Dividends per Common Share $ 0.13 $ 0.13 $ 0.13 $ 0.2275 $ 0.26
Depreciation and Amortization 11,977 14,138 14,278 12,310 7,741
Capital Expenditures 7,634 14,431 15,476 17,874 9,508
(a) 1998 earnings per share include $0.27 for the discount on redemption of
preferred stock.
(b) Prior years include goodwill amortization of $2,161, $2,155, $1,944 and
$1,143 for the years ended December 31, 2001, December 31, 2000, December
31, 1999 and December 31, 1998 respectively.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Thousands of dollars, except per share amounts)
Certain statements contained herein that relate to the Company's beliefs or
expectations as to future events are not statements of historical fact and are
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. The Company intends any such statements
to be covered by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1999. Although the
Company believes that the assumptions upon which such forward-looking statements
are based are reasonable within the bounds of its knowledge of its business and
operations, it can give no assurance the assumptions will prove to have been
correct and undue reliance should not be placed as such statements. Important
factors that could cause actual results to differ materially and adversely from
the Company's expectations and beliefs include, among other things, the strength
of the United States economy in general and specifically market conditions for
the consumer products industry, the level of demand for the Company's services,
loss of key management and operational personnel, the ability of the Company to
implement its growth strategy, the stability of state, federal and foreign tax
laws, the ability of the Company to identify and exploit industry trends and to
exploit technological advances in the imaging industry, the stability of
political conditions in Asia and other foreign countries in which the Company
has production capabilities, terrorist attacks and the U.S. response to such
attacks, as well as other factors detailed in the Company's filings with the
Securities and Exchange Commission. The Company assumes no obligation to update
publicly any of these statements in light of future events.
New goodwill accounting rules. On January 1, 2002, the Company adopted SFAS 142,
the new accounting pronouncement on goodwill accounting. Previously, the Company
recorded monthly amortization of goodwill, generally over a 40-year period. The
new rules that became effective January 1, 2002 prohibit the amortization of
goodwill. Rather, goodwill is to be reviewed on a periodic basis, and if a
write-down is required, the write-down must be taken at that time, similar to an
impairment charge on other long-lived assets. The goodwill amortization was $545
and $2,161 for the quarter and year ended December 31, 2001, respectively. The
Company's results with the pro-forma effect of the new accounting rules on the
quarter and year ended December 31, 2001 are as follows:
Proforma results excluding goodwill amortization
Quarter and year ended December 31, 2001
(In thousands, Except Per Share Amounts)
Period Ended December 31, 2001
------------------------------
Quarter Year
------- ----
(unaudited)
Reported net income $ 2,444 $ 8,018
Add back: Goodwill amortization 545 2,161
Subtract: tax effect of goodwill amortization (198) (787)
--------- ---------
Adjusted net income $ 2,791 $ 9,392
Basic earnings per share:
Reported net income $ 0.11 $ 0.37
Add back: Goodwill amortization 0.03 0.10
Subtract: tax effect of goodwill amortization (0.01) (0.03)
--------- ---------
Adjusted basic earnings per share $ 0.13 $ 0.44
Diluted earnings per share:
Reported net income $ 0.11 $ 0.37
Add back: Goodwill amortization 0.03 0.10
Subtract: tax effect of goodwill amortization (0.01) (0.03)
--------- ---------
Adjusted diluted earnings per share $ 0.13 $ 0.44
17
RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002 AND 2001
Schawk, Inc.
Comparative Consolidated Statements of Operations
Years Ended December 31, 2002 and 2001
(in thousands)
$ %
2002 2001 CHANGE CHANGE
---- ---- ------ ------
Net sales $ 186,189 $ 189,643 $ (3,454) (1.8%)
Cost of sales 112,249 114,526 (2,277) (2.0%)
--------- --------- ---------
Gross profit 73,940 75,117 (1,177) (1.6%)
Gross margin percentage 39.7% 39.6%
Selling, general and administrative expenses 49,361 54,460 (5,099) (9.4%)
Amortization of intangibles - 2,161 (2,161) nm (1)
Restructuring and other charges 2,631 1,120 1,511 nm
--------- --------- ---------
Operating income 21,948 17,376 4,572 26.3%
Operating margin percentage 11.8% 9.2%
Other income (expense)
Interest and dividend income 236 52 184 nm
Interest expense (2,789) (4,236) 1,447 (34.2%)
Other income (expense) 318 (63) 381 nm
--------- --------- ---------
(2,235) (4,247) 2,012 (47.4%)
Income before income taxes and minority interest 19,713 13,129 6,584 50.1%
Income tax provision 6,203 5,320 883 16.6%
--------- --------- ---------
Effective income tax rate 31.5% 40.5%
Income before minority interest 13,510 7,809 5,701 73.0%
Minority interest in net loss of subsidiary 21 209 (188) nm
--------- --------- ---------
Net income $ 13,531 $ 8,018 $ 5,513 68.8%
========= ========= =========
(1) nm - Percentage not meaningful
Net sales for 2002 decreased 1.8% versus 2001. On the consumer products
packaging side of the business, which represents approximately 85% of the
Company's overall business, revenues with the Company's consumer products
packaging accounts increased 7.8% in the current year versus the prior year.
However, lower sales in the graphic for advertising agency business more than
offset the gains from the consumer products packaging business. The lower sales
level in the advertising agency business is due to the continuing weakness in
the advertising market.
Gross margin as a percentage of net sales for 2002 increased to 39.7%
from 39.6% for the prior year. Given the fact that net sales were lower than the
prior period, an increase in gross margin as a percentage of sales is a positive
result. The increase in gross margin as a percentage of sales indicates that the
cost cutting moves the Company initiated through its restructurings is having a
positive effect.
Operating income in 2002 was 26.3% higher than the previous year
despite $2.6 million of asset impairment and severance charges classified as
Restructuring and Other Charges on the Consolidated Statement of Operations as
compared to $1.1 million of restructuring charges in 2001. The increase in
operating income was attributable to cost reduction efforts and restructuring
efforts completed in prior years and the nonamortization of goodwill due to the
change in accounting method.
18
Restructuring and other charges of $2.6 million in 2002 resulted from
$2.2 million of charges for asset impairment recorded in accordance with the new
accounting standard for asset impairments, Statement of Financial Accounting
Standard No. 144 and $0.4 million from severance costs in the second half of
2002. The new accounting standard requires a review of all long-lived assets
including property, plant and equipment as well as any other long-term assets
when indicators of impairment exist. The Company performed a review as of June
30, 2002 and determined that $2.1 million of assets, primarily software and
software development assets, had little or no value based on obsolescence or
limited use. The Company also recorded asset impairment charges of $0.1 million
in the fourth quarter of 2002. In addition, in 2001 restructuring charges of
$1.1 million were recorded related to severance costs and the cost to terminate
a lease. . The Company continues to evaluate its operations for possible changes
including consolidation of certain locations and changing the staffing levels of
other operations to reflect the volume of business being serviced by such
locations.
Other income (expense) - net decreased in 2002 compared with 2001. The
lower net expense was primarily as a result of lower interest expense. The
decrease in interest expense was from a combination of lower interest rates and
lower borrowing levels in 2002 as compared to the prior year. The lower
borrowing levels were due to strong cash flows from operations that were
utilized, in part, to pay down debt. Interest expense also benefited from lower
rates in 2002 versus 2001.
Income tax provision as a percentage of pretax income was lower than
the previous year as a result of offsetting the regular tax provision with tax
benefits from state tax refunds received in the second quarter of 2002 and tax
benefits from the reduction in tax liabilities in connection with the settlement
of an outstanding liability for lower amount than the amount that had been
accrued. As a result, the effective tax rate for year ended December 31, 2002
was 31.5% as compared to 40.5% in the comparable period of the prior year.
Net income for the year ended December 31, 2002 increased significantly
versus 2001 for the reasons previously discussed.
Basic and diluted earnings per share were $0.63 and $0.62,
respectively, for the year ended December 31, 2002 compared with $0.37 and $0.37
for 2001.
19
RESULTS OF OPERATION S
YEARS ENDED DECEMBER 31, 2001 AND 2000
Schawk, Inc.
Comparative Consolidated Statements of Operations
Years Ended December 31, 2001 and 2000
(in thousands)
$ %
2001 2000 CHANGE CHANGE
---- ---- ------ ------
Net sales $ 189,643 $ 210,804 $ (21,161) (10.0%)
Cost of sales 114,526 127,505 (12,979) (10.2%)
--------- --------- ---------
Gross profit 75,117 83,299 (8,182) (9.8%)
Gross margin percentage 39.6% 39.5%
Selling, general and administrative expenses 54,460 55,034 (574) (1.0%)
Amortization of intangibles 2,161 2,155 6 0.3%
Restructuring and other charges 1,120 3,137 (2,017) nm (1)
--------- --------- ---------
Operating income 17,376 22,973 (5,597) (24.4%)
Operating margin percentage 9.2% 10.9%
Other income (expense)
Interest and dividend income 52 41 11 26.8%
Interest expense (4,236) (5,819) 1,583 (27.2%)
Other income (expense) (63) 916 (979) nm
--------- --------- ---------
(4,247) (4,862) 615 (12.6%)
Income before income taxes and minority interest 13,129 18,111 (4,982) (27.5%)
Income tax provision 5,320 7,567 (2,247) (29.7%)
--------- --------- ---------
Effective income tax rate 40.5% 41.8%
Income before minority interest 7,809 10,544 (2,735) (25.9%)
Minority interest in net loss of subsidiary 209 97 112 nm
--------- --------- ---------
Net income $ 8,018 $ 10,641 $ (2,623) (24.6%)
========= ========= =========
2001 COMPARED TO 2000
Net sales. Net sales for 2001 decreased 10.0% from the prior year. The decrease
in revenues was primarily attributable to soft market conditions and mergers
among many of the Company's largest clients. Soft market conditions that began
impacting the Company's results in mid-2000 continued throughout all of 2001.
However, prepress for the packaging part of the business started to pick up in
the fourth quarter. Conversely, the prepress for advertising and promotion part
of the business remained soft throughout the fourth quarter reflecting the
lowest level of advertising spending in 20 years. Nine of the Company's top 20
accounts were involved in mergers in 2000 and 2001. With respect to the impact
of the mergers of many of our top accounts, branding and marketing decisions
were put on hold while corporate branding strategies were being reviewed and
changed. Management of the Company believes that most of the slowdown in
business related to mergers at the Company's clients is over. Finally, two
percentage points of the drop in sales in 2001 was from a strategic withdrawal
from printing in connection with consolidation of facilities in the Toronto
marketplace, which historically were at low margins and not part of the
Company's plans for the future.
20
Cost of sales. Cost of sales for 2001 as a percent of sales was consistent with
the prior year despite the decrease in sales previously described. Approximately
70% of the Company's costs are labor costs. The Company was able to reduce costs
as a result of previous and current year restructuring efforts through attrition
and layoffs.
Operating income. Operating income in 2001 decreased 24.4% from the prior year.
Operating income was negatively impacted by lower gross profit due to lower
volumes at most of the Company's divisions in 2001. Selling, general and
administrative ("SG&A") expenses increased as a percentage of sales to 28.8% in
2001 from 26.1% for 2000 as a result of spending on the Company's own branding
changes, including logo changes, new identities for the operating units using
the Schawk name to replace the historical names of acquired companies and
increased advertising. Other increases in SG&A are due to increased depreciation
and amortization in SG&A related to new computer equipment and software
purchased in 2000 to upgrade the Company's information systems to make them
consistent throughout the organization and increased staffing in information
systems to carry out the new systems initiatives.
Restructuring and other charges. The Company continued its restructuring program
in 2001, reducing staffing levels by 140 positions and further consolidating
certain operations. Total restructuring charges for 2001 were $1.1 million
compared to $3.1 million in the previous year. The restructuring charges in 2001
consisted of severance costs of $0.8 million and lease termination and other
costs of $0.3 million.
Other income (expense). The other expense decrease in 2001 is primarily due to
$1.6 million less interest expense as compared to 2000. The decreased interest
expense resulted from repaying debt from cash flow and from lower interest
rates. Conversely, other expense in 2001 was $0.06 million as compared to $0.9
million of other income in 2000. Other income in 2000 consisted primarily of
gains from the sale of printing presses in Canada in the third quarter totaling
$0.9 million.
Income before income taxes. Income before income taxes for 2001 decreased 27.5%
compared to the prior year. The reduction in pretax income margin was primarily
due to lower sales in 2001 as compared to 2000 as described previously.
Income taxes. Income taxes were at an effective rate of 40.5% and 41.8% for 2001
and 2000, respectively. The decrease in the effective rate was primarily due to
lower taxes in high tax rate states due to lower profits attributable to those
states in 2001 as compared to 2000.
Net income. Net income decreased 24.6% to $8.0 million for 2001 from $10.6
million for 2000 for the reasons previously discussed.
Earnings per share. Both basic and diluted earnings per share decreased to $0.37
for 2001 from $0.50 in 2000 as a result of the decrease in net income.
LIQUIDITY AND CAPITAL RESOURCES
The Company presently finances its business from available cash and
from cash generated from operations. Cash generated from operations in 2002
totaled $27.9 million. The Company maintains a $65 million unsecured credit
facility, expiring May 2004, of which approximately $40.0 million was available
for borrowings at December 31, 2002. The Company also maintains a $15 million
unsecured demand line of credit to provide financing and working capital
flexibility. At December 31, 2002, approximately $12.6 million was available for
borrowings under the demand line of credit. The Company also maintains working
capital demand lines of credit in Canada (US $3.2 million), China (US $1.5
million), and Malaysia (US $1.3 million).
Long-term debt and capital lease obligations decreased to $37.2 million
at December 31, 2002 from $52.1 million at December 31, 2001. The Company
reduced long-term debt by payment of $9.0 million on its unsecured credit
facility and $6.0 million on its Note Purchase Agreement dated August 18, 1995.
The outstanding amount on the demand lines of credit, included in current
liabilities, increased by $0.3 million.
21
At December 31, 2002, outstanding debt of the Company consisted of: (i)
unsecured notes issued pursuant to a Note Purchase Agreement dated August 18,
1995, for $18.0 million with terms ranging from 2001 through 2005 at an interest
rate of 6.98%; (ii) $25.0 million of borrowings under the Company's unsecured
credit facility; (iii) $2.4 million of borrowings under its unsecured demand
credit line; and (iv) $0.2 million under a Malaysian term loan; (v) $0.3 million
under its Canadian line of credit; (vi) $0.4 million under its Chinese credit
facility; and (vii) $0.2 million under its Malaysian credit facility.
Management believes that the level of working capital is adequate for
the Company's liquidity needs related to normal operations both currently and in
the foreseeable future, and that the Company has sufficient resources to support
its growth, either through currently available cash, through cash generated from
future operations or through short-term financing.
The Company had capital expenditures of $7.6 million, $14.4 million,
and $15.5 million in 2002, 2001, and 2000 respectively.
The Company had depreciation of $12.0 million in 2002 and 2001, and
$12.1 million in 2000.
In 2002, the Company paid $2.1 million for acquisitions. In 2001 and
2000, contingent payments representing additional purchase price on certain
prior acquisitions totaled $0.1 million and $1.1 million, respectively.
The Company purchased $1.0 million and $1.5 million in Class A Common
Stock in 2002 and 2001, respectively, under a share repurchase program approved
by the Board of Directors. No Class A Common Stock was purchased in 2000.
LABOR FORCE
The Company has a concentration of its labor force, representing
approximately 30% of its total employees, working under collective bargaining
agreements. These agreements expire ranging from 2003 to 2005.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires us
to make estimates and judgments that effect the reported amount of assets and
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions or conditions.
Critical accounting policies are defined as those that are reflective
of significant judgments and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We believe that
our critical accounting policies are limited to those described below. For a
detailed discussion on the application of these and other accounting policies,
see Note 2 in the notes to the Consolidated Financial Statements.
Accounts Receivable. The Company's clients are primarily consumer product
manufacturers, converters and advertising agencies; none of which individually
represent more than 7% of total revenue. Accounts receivable consist primarily
of amounts due to us from our normal business activities. We maintain an
allowance for doubtful accounts to reflect the expected losses of accounts
receivable based on past collection history and specific risks identified in the
portfolio.
Impairment of Long-Lived Assets. We record impairment losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the undiscounted cash flows estimated to be generated by
those assets are less than the carrying amount of those items. Our cash flow
estimates are based on historical results adjusted to reflect our best estimate
of future market and operating conditions. The net carrying value of assets not
recoverable is reduced to fair value. Our estimates of fair value represent our
best estimate based on industry trends and reference to market rates and
transactions.
22
Goodwill and Other Acquired Intangible Assets. The Company had made acquisitions
in the past that included a significant amount of goodwill and other intangible
assets. Under generally accepted accounting principles in effect through
December 31, 2001, these assets were amortized over their estimated useful
lives, and were tested periodically to determine if they were recoverable from
operating earnings on an undiscounted basis over their useful lives.
Effective in 2002, goodwill is no longer amortized but is subject to an annual
(or under certain circumstances more frequent) impairment test based on its
estimated fair value. Other intangible assets that meet certain criteria
continue to be amortized over their useful lives and are also subject to an
impairment test based on estimated undiscounted cash flows. There are many
assumptions and estimates underlying the determination of an impairment loss.
Another estimate using different, but still reasonable, assumptions could
produce a significantly different result. Therefore, impairment losses could be
recorded in the future.
The Company adopted the new rules on Accounting for Goodwill and Other
Intangible Assets effective January 1, 2002. Application of the nonamortization
provision resulted in an increase in net income of approximately $1.4 million
($0.07 per share).
During 2002, the Company performed the first required impairment test of
goodwill and indefinite lived intangible assets. It was determined appropriate
to consider the Company to be one reporting unit for purposes of this test and
that no impairment charge was required since the fair value of the Company
exceeds the Company's carrying value, including goodwill.
IMPACT OF INFLATION
The Company believes that over the past three years inflation has not
had a significant impact on the Company's results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE EXPOSURE
Based on the Company's variable rate debt outstanding at December 31,
2002, a 1% change in interest rates would impact interest expense by
approximately $0.3 million. Assuming similar interest rates volatility in the
future, a near-term (12 months) change in interest rates would not materially
affect the Company's consolidated financial position, results of operation or
cash flows.
FOREIGN EXCHANGE EXPOSURE
The Company has foreign operations that expose it to translation risk
when the local currency financial statements are translated to U.S. dollars.
Since changes in translation risk are reported as adjustments to stockholders'
equity, a 10% change in the foreign exchange rate would not have material effect
on the Company's financial position, results of operations or cash flows.
23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements Covered by Reports of Independent Auditors
Page
----
Management's Responsibilities for Financial Reporting 25
Report of Independent Auditors 26
FINANCIAL STATEMENTS
Consolidated Balance Sheets--
December 31, 2002 and 2001 27
Consolidated Statements of Operations --Years Ended
December 31, 2002, 2001 and 2000 28
Consolidated Statements of Cash Flows --Years Ended
December 31, 2002, 2001 and 2000 29
Consolidated Statements of Stockholders' Equity --Years Ended
December 31, 2002, 2001 and 2000 30
Notes to Consolidated Financial Statements 31
FINANCIAL STATEMENT SCHEDULE
SCHEDULE II-- Valuation Reserves 49
24
MANAGEMENT'S RESPONSIBILITIES FOR FINANCIAL REPORTING
The management of Schawk, Inc. is responsible for the preparation and
integrity of all financial statements and other information contained in the
Schawk, Inc. Form 10-K Annual Report. The consolidated financial statements have
been prepared in conformity with generally accepted accounting principles and
necessarily include amounts based on judgments and estimates by management
giving due consideration to materiality. The Company maintains internal control
systems designed to provide reasonable assurance that the Company's financial
records reflect the transactions of the Company and that its assets are
protected from loss or unauthorized use.
The Company's financial statements have been audited by Ernst & Young
LLP, independent auditors, whose report thereon follows. As part of their audit
of the Company's financial statements, Ernst & Young LLP considered the
Company's system of internal control to the extent they deemed necessary to
determine the nature, timing and extent of their audit tests. Management has
made available to Ernst & Young LLP the Company's financial records and related
data.
The Audit Committee of the Board of Directors is responsible for
reviewing and evaluating the overall performance of the Company's financial
reporting and accounting practices. The Committee meets periodically and
independently with management and the independent auditors to discuss the
Company's internal accounting controls, auditing and financial reporting
matters. The independent auditors have unrestricted access to the Audit
Committee.
/s/ David A. Schawk /s/ James J. Patterson
- ------------------------------------- -----------------------------------
David A. Schawk James J. Patterson
President and Chief Executive Officer Senior Vice President and
Principal Executive Officer Chief Financial Officer
Principal Financial and
Accounting Officer
25
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Schawk, Inc.
We have audited the accompanying consolidated balance sheets of Schawk, Inc. as
of December 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 2002. Our audits also include the financial
statement schedule listed in the index at item 15(a). These financial statements
and schedule are the responsibility of Schawk, Inc. management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Schawk,
Inc. at December 31, 2002 and 2001, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
As discussed in Note 2 to the Consolidated Financial Statements, in 2002 the
Company adopted FASB Statement No. 142, "Goodwill and Other Intangible Assets".
Chicago, Illinois
February 14, 2003 Ernst & Young LLP
26
Schawk, Inc.
Consolidated Balance Sheets
(In Thousands)
DECEMBER 31
------------------------
2002 2001
------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,051 $ 1,112
Trade accounts receivable, less allowance for doubtful accounts
of $1,269 in 2002 and $813 in 2001 37,946 38,302
Inventories 8,540 7,925
Prepaid expenses and other 3,539 5,091
Refundable income taxes 889 875
Deferred income taxes 1,713 1,241
------------------------
Total current assets 54,678 54,546
Property and equipment, net 40,652 47,606
Goodwill, less accumulated amortization
of $11,496 in 2002 and 2001 60,476 60,023
Other assets 4,664 3,950
------------------------
Total assets $ 160,470 $ 166,125
========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 4,696 $ 3,327
Accrued expenses 13,787 13,107
Income taxes payable -- 2,080
Notes payable to banks 3,281 2,963
Current portion of long-term debt and capital lease obligations 6,260 6,273
------------------------
Total current liabilities 28,024 27,750
Long-term debt 37,186 52,000
Capital lease obligations 46 131
Other 1,029 1,342
Deferred income taxes 4,418 4,443
Minority interest in consolidated subsidiary -- 922
STOCKHOLDERS' EQUITY:
Common stock 186 185
Additional paid-in capital 85,922 85,157
Retained earnings 27,253 16,512
Accumulated comprehensive loss, net (1,558) (1,247)
------------------------
111,803 100,607
Treasury stock, at cost (22,036) (21,070)
------------------------
Total stockholders' equity 89,767 79,537
------------------------
Total liabilities and stockholders' equity $ 160,470 $ 166,125
========================
See accompanying notes.
27
Schawk, Inc.
Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)
YEARS ENDED DECEMBER 31
---------------------------------------
2002 2001 2000
---------------------------------------
Net sales $ 186,189 $ 189,643 $ 210,804
Cost of sales 112,249 114,526 127,505
---------------------------------------
Gross profit 73,940 75,117 83,299
Selling, general, and administrative expenses 49,361 54,460 55,034
Goodwill amortization -- 2,161 2,155
Restructuring and other charges 2,631 1,120 3,137
---------------------------------------
Operating income 21,948 17,376 22,973
Other income (expense):
Interest and dividend income 236 52 41
Interest expense (2,789) (4,236) (5,819)
Other 318 (63) 916
---------------------------------------
(2,235) (4,247) (4,862)
---------------------------------------
Income before income taxes and minority interest 19,713 13,129 18,111
Income tax provision 6,203 5,320 7,567
---------------------------------------
Income before minority interest 13,510 7,809 10,544
Minority interest in net loss of subsidiary 21 209 97
---------------------------------------
Net income $ 13,531 $ 8,018 $ 10,641
=======================================
Earnings per share:
Basic $ 0.63 $ 0.37 $ 0.50
Diluted $ 0.62 $ 0.37 $ 0.50
Dividends per Class A common share $ 0.13 $ 0.13 $ 0.13
See accompanying notes.
28
Schawk, Inc.
Consolidated Statements of Cash Flows
(In Thousands)
YEARS ENDED DECEMBER 31
2002 2001 2000
------------------------------------
OPERATING ACTIVITIES
Net income $ 13,531 $ 8,018 $ 10,641
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation 11,977 11,977 12,123
Amortization -- 2,161 2,155
Loss on sale of division -- 300 455
Gain on capital lease termination -- -- (372)
Deferred income taxes (497) 2,018 (671)
Restructuring charge -- -- 468
Asset impairment charge 2,210 -- 799
Gain realized on sale of equipment (84) (398) (980)
Gain realized on sale of marketable securities -- -- 2
Minority interest in net loss of subsidiary (21) (209) (97)
Changes in operating assets and liabilities, net of effects from
acquisitions:
Trade accounts receivable 356 2,118 1,025
Inventories (538) 5 (339)
Prepaid expenses and other 906 (547) (1,632)
Trade accounts payable and accrued expenses 2,113 (3,282) (3,734)
Income taxes refundable/payable (2,094) 1,025 725
------------------------------------
Net cash provided by operating activities 27,859 23,186 20,568
INVESTING ACTIVITIES
Proceeds from sale of division -- -- 1,521
Proceeds from sale of marketable securities -- -- 3,602
Proceeds from disposal of property and equipment 1,040 741 2,298
Purchases of property and equipment (7,634) (14,431) (15,476)
Acquisitions, net of cash acquired (2,069) (124) (1,071)
Other (401) 348 (1,414)
------------------------------------
Net cash used in investing activities (9,064) (13,466) (10,540)
FINANCING ACTIVITIES
Proceeds from debt 14,266 11,263 5,020
Issuance of common stock 787 2,112 544
Principal payments on debt (28,729) (17,520) (14,370)
Principal payments on capital lease obligations (351) (234) (851)
Cash dividends (2,773) (2,766) (2,775)
Purchase of common stock (987) (1,503) --
------------------------------------
Net cash used in financing activities (17,787) (8,648) (12,432)
Effect of foreign currency rate changes (69) (317) (132)
------------------------------------
Net increase (decrease) in cash and cash equivalents 939 755 (2,536)
Cash and cash equivalents beginning of period 1,112 357 2,893
------------------------------------
Cash and cash equivalents end of period $ 2,051 $ 1,112 $ 357
====================================
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Dividends issued in the form of Class A common stock $ 17 $ 16 $ 20
Cash paid for interest 2,630 4,454 4,954
Cash paid for income taxes 8,071 2,204 8,241
Forgiveness of capital lease obligation -- -- 3,858
See accompanying notes.
29
Schawk, Inc.
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2000, 2001 and 2002
(In Thousands)
CLASS A ADDITIONAL ACCUMULATED TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE TREASURY STOCKHOLDERS
STOCK CAPITAL EARNINGS INCOME STOCK EQUITY
-----------------------------------------------------------------------------
Balance at December 31, 1999 $ 182 $ 82,951 $ 3,410 $ (263) $(19,622) $ 66,658
Net income -- -- 10,641 -- -- 10,641
Sale of Class A common stock -- 60 -- -- -- 60
Purchase of Class A treasury stock -- -- -- -- (1) (1)
Stock issued under employee stock purchase plan 1 647 -- -- -- 648
Foreign currency translation adjustment -- -- -- (152) -- (152)
Issuance of Class A common stock under
dividend reinvestment program -- -- -- -- 30 30
Cash dividends -- -- (2,775) -- -- (2,775)
Cancellation of stock issued for acquisition -- (486) -- -- -- (486)
Other -- (115) -- -- -- (115)
-----------------------------------------------------------------------------
Balance at December 31, 2000 $ 183 $ 83,057 $ 11,276 $ (415) $(19,593) $ 74,508
Net income -- -- 8,018 -- -- 8,018
Sale of Class A common stock 1 1,349 -- -- -- 1,350
Purchase of Class A treasury stock -- -- -- -- (1,503) (1,503)
Stock issued under employee stock purchase plan 1 570 -- -- -- 571
Foreign currency translation adjustment -- -- -- (832) -- (832)
Issuance of Class A common stock under
dividend reinvestment program -- -- (16) -- 26 10
Cash dividends -- -- (2,766) -- -- (2,766)
Issuance of Class A common restricted shares
to employees -- 181 -- -- -- 181
-----------------------------------------------------------------------------
Balance at December 31, 2001 $ 185 $ 85,157 $ 16,512 $ (1,247) $(21,070) $ 79,537
Net income -- -- 13,531 -- -- 13,531
Sale of Class A common stock -- 180 -- -- -- 180
Purchase of Class A treasury stock -- -- -- -- (987) (987)
Stock issued under employee stock purchase plan 1 507 -- -- -- 508
Foreign currency translation adjustment -- -- -- (311) -- (311)
Issuance of Class A common stock under
dividend reinvestment program -- -- (17) -- 21 4
Cash dividends -- -- (2,773) -- -- (2,773)
Issuance of Class A common restricted shares
to employees -- 78 -- -- -- 78
-----------------------------------------------------------------------------
Balance at December 31, 2002 $ 186 $ 85,922 $ 27,253 $ (1,558) $(22,036) $ 89,767
=============================================================================
See accompanying notes.
30
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Schawk, Inc. including its subsidiaries (the Company) is a leading provider of
digital imaging graphic services for the consumer products industry in North
America and Asia. The Company focuses on providing these services to
multi-national clients in three primary markets: consumer products packaging,
advertising agencies and promotion.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of all wholly and
majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
REVENUE RECOGNITION
The Company recognizes revenue at the later of delivery of the goods and/or
services to the customer or the acceptance of the goods and/or services by the
customer.
CASH EQUIVALENTS
Cash equivalents include highly liquid debt instruments and time deposits with
an original maturity of three months or less. Cash equivalents are stated at
cost, which approximates market.
ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK
The Company sells its products to a wide range of customers in the consumer
products industry. The Company performs ongoing credit evaluations of its
customers and does not require collateral. An allowance for doubtful accounts is
maintained at a level management believes is sufficient to cover potential
losses.
INVENTORIES
Inventories are stated at the lower of cost or market. Certain inventories,
which approximate 19% of total inventories in 2002 and 26% in 2001 are
determined on the last in, first out (LIFO) cost basis. The remaining
inventories are determined on the first in, first out (FIFO) cost basis.
PROPERTY AND EQUIPMENT
Property and equipment, including capitalized leases is stated at cost, less
accumulated depreciation and amortization, and is being depreciated and
amortized using the straight-line method over the estimated useful lives of the
assets or the term of the leases, ranging from 3 to 40 years.
GOODWILL
Effective January 1, 2002, the Company adopted Statements of Financial
Accounting Standards No. (SFAS) 141 Business Combinations and No. 142 Goodwill
and Other Intangible Assets. SFAS No. 142 does not permit goodwill and
indefinite-lived intangibles to be amortized, but requires that these assets be
reviewed at least annually for possible impairment. See Note 9 for further
information regarding goodwill and intangible assets.
31
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
LONG-LIVED ASSETS
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-lived Assets. In accordance with SFAS 144, the Company continues to review
all of its long-lived assets on an on-going basis. See Note 4 for further
information regarding impairment of long-lived assets.
INCOME TAXES
Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax basis of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse. A valuation allowance is provided when it is more likely than not
that some portion of the deferred tax assets arising from temporary differences
and net operating losses will not be realized.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of 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.
FOREIGN CURRENCY TRANSLATION
The Company's foreign subsidiaries use the local currency as their functional
currency. Accordingly, foreign currency assets and liabilities are translated at
the rate of exchange existing at year-end and income and expense amounts are
translated at the average of the monthly exchange rates. Adjustments resulting
from the translation of foreign currency financial statements are included in
accumulated comprehensive income (loss) as a component of stockholders' equity.
FAIR VALUE OF FINANCIAL INSTRUMENTS
For purposes of financial reporting, the Company has determined that the fair
value of financial instruments including cash and cash equivalents, accounts
receivable, accounts payable and long-term debt approximates book value based on
terms available to the Company in financial markets at December 31, 2002 and
2001.
COMPREHENSIVE INCOME
The components of comprehensive income, net of related tax, for the years ended
December 31, 2002, 2001 and 2000 are as follows:
2002 2001 2000
--------------------------------
Net income $13,531 $8,018 $10,641
Foreign currency translation adjustments (311) (832) (152)
--------------------------------
Comprehensive income $13,220 $7,186 $10,489
================================
32
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
STOCK BASED COMPENSATION
At December 31, 2002, the Company has two stock-based employee compensation
plans, which are described more fully in Note 16. The Company accounts for these
plans under the recognition and measurement principles of Accounting Principles
Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees", and
related interpretations. No stock-based employee compensation cost is reflected
in the net income, as all options granted under these plans have an exercise
price equal to the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation", to stock-based employee
compensation.
YEAR ENDED DECEMBER 31
---------------------------------
2002 2001 2000
---------------------------------
Net income, as reported $ 13,531 $ 8,018 $ 10,641
Less: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects 865 661 679
---------- --------- ----------
Net income, pro forma $ 12,666 $ 7,357 $ 9,962
========== ========= ==========
Earnings per share
Basic $ 0.63 $ 0.37 $ 0.50
Diluted $ 0.62 $ 0.37 $ 0.50
Pro forma earnings per share
Basic $ 0.59 $ 0.34 $ 0.47
Diluted $ 0.58 $ 0.34 $ 0.47
RECLASSIFICATIONS
Certain amounts in the 2001 and 2000 financial statements have been reclassified
to conform to the 2002 presentations.
NOTE 3. RESTRUCTURING AND OTHER CHARGES
The Company acquired 13 businesses from March 1998 through November 1999. At the
end of 1999, Company management determined that, since the Company had multiple
operations in certain markets, there were opportunities to consolidate
operations. The three markets that were to be consolidated were: New York,
Cincinnati and Chicago. In addition, staffing reductions were carried out in
certain other locations due to lower volumes of business. The Company carried
out a 1999 United States Restructuring ("1999 Restructuring") to accomplish
these objectives and in the fourth quarter of 1999, the Company incurred charges
of $2.2 million, consisting of $1.7 million of lease termination costs and $0.5
million of severance costs included in "Restructuring and other charges" on the
Consolidated Statement of Operations. This restructuring included the planned
shutdown and consolidation of four facilities in the following states: Illinois,
Ohio (two facilities consolidating into one) and New York. The shutdowns and
consolidations were started in December 1999, and were completed by November 15,
2000. With regard to workforce reductions, a total of 50 employees were laid off
at four existing facilities either as part of an early retirement program or as
normal terminations. In addition, the 1999 Restructuring included the layoff of
eleven employees at an operation in Wisconsin due to lower sales volumes.
33
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
During 2000 there were revisions to estimates based on changes in facts that
were not anticipated when the 1999 Restructuring charges were recorded in the
fourth quarter of 1999. Additional charges recorded in 2000 related to refining
estimates for severance costs amounting to $0.2 million. In addition, the
Company was unable to sublease a vacated facility as planned and as a result an
additional accrual of $0.3 million was recorded in the fourth quarter of 2000 to
increase the accrual to the estimated liability as of December 31, 2000.
In addition, the Company did not vacate certain premises as early in 2000 as was
anticipated at December 31, 1999. As a result, in the third quarter of 2000,
$0.4 million of vacant premises leases accruals were revised and are included as
a reduction of the Restructuring and other charges line on the Statement of
Operations.
In the third quarter of 2000, the Company decided to consolidate its two graphic
operations in Toronto into one facility and reduce staffing accordingly. This
consolidation was the 2000 Canadian Restructuring ("Canadian Restructuring").
In the fourth quarter of 2000, the Company determined that due to softness in
the market for graphic services for consumer products packaging, additional
staffing reductions were required. In addition a start up facility was shut
down. This restructuring was the 2000 United States Restructuring ("2000
Restructuring").
CANADIAN RESTRUCTURING
In July 2000, Company management in Toronto announced that the Herzig Somerville
operation was moving into Batten Graphics location in Toronto. Severance costs
for 49 employees of $0.8 million and lease termination costs of $0.5 million
were charged to the "Restructuring and other charges" line on the Statement of
Operations. In addition, three printing presses at Herzig Somerville were sold.
The Company recognized a gain on sale of $0.9 million. The gain is reflected on
the other income line in the Statement of Operations.
In the fourth quarter of 2000, there were additional lease termination costs
related to the vacated facility totaling $0.2 million. These costs were included
on the Restructuring and other charges line on the Statement of Operations.
Effective June 1, 2000, the Company sold its Montreal operations for total
proceeds of $2.3 million, which consisted of $1.4 million cash, $0.2 million in
common stock of the acquirer, and a note receivable of $0.7 million. The Company
recognized a net loss of $0.5 million on the sale, which is included in other on
the Statement of Operations. During 2001, the acquirer encountered financial
difficulties. As a result, a reserve of $0.3 million against the note receivable
was recorded and included in other on the Statement of Operations.
2000 RESTRUCTURING
In the fourth quarter of 2000 the Company carried out the 2000 Restructuring a
plan that involved staff reductions and the closing of one small facility in
North Carolina. The staff reductions totaled 20 employees, or 1.4% of the
workforce, and the Company recorded a charge of $0.1 million for severance
costs. The North Carolina plant was closed at a cost of $0.6 million consisting
of: $0.1 million estimate of the cost of canceling the lease for the premises
and $0.5 million of written off leasehold improvements and other costs. The
total of the above items, $0.7 million, is included in the Restructuring and
other charges line on the Statement of Operations.
34
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
2001 RESTRUCTURING
In 2001 the company continued the restructuring program that began in 1999.
Severance costs of $0.8 million were recorded as a result of eliminating 140
positions at several facilities. Also, additional expenses were incurred
relating to the closing of an east coast facility as part of the prior year's
restructuring. This resulted in expenses of $0.2 million and $0.1 million for
additional lease termination expenses and asset write-offs, respectively. The
total of the above items, $1.1 million, is included in the restructuring and
other charges line on the statement of operations.
2002 ACTIONS
During the third quarter of 2002, a total of 16 positions were eliminated at an
east coast facility due to decline in the advertising business. A provision for
severance pay and other employee benefits in the amount of $421 was recorded.
Although this staff reduction was not part of a formal restructuring plan, the
charge for severance and other employee benefits was included in "Restructuring
and other charges" on the Consolidated Statement of Operations. As of December
31, 2002, $298 of the severance pay provision has been paid; $123 remains unpaid
and is included in accrued expenses on the Consolidated Balance Sheet.
SUMMARY
2002 2001 2000
---------------------------
RESTRUCTURING AND OTHER CHARGES
Severance and other employee termination costs $ 421 $ 792 $ 1,122
Lease termination costs -- 230 1,095
Reversal of lease termination costs -- -- (440)
Write off of leasehold improvements and other -- 98 561
---------------------------
$ 421 1,120 2,338
IMPAIRMENT CHARGES (SEE NOTE 4)
Computer equipment and software 1,851 -- 733
Other 359 -- 66
---------------------------
2,210 -- 799
---------------------------
RESTRUCTURING AND OTHER CHARGES $ 2,631 $ 1,120 $ 3,137
===========================
Below is an analysis of the activity related to the Company's restructuring
programs and their status at December 31, 2002:
December 31, December 31,
2001 Payments 2002
------------------------------------------
Severance and employee benefits 310 $(123) $187
Other 20 -- 20
------------------------------------------
$330 $(123) $207
==========================================
35
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 4. IMPAIRMENT OF LONG-LIVED ASSETS
In connection with the 2000 Restructuring, Company management reviewed all of
the Company's assets for impairment and assets totaling $799 were written down
to net realizable value. The assets involved were primarily computer equipment
and software.
No asset impairment charges were deemed necessary in 2001.
In accordance with Statement of Financial Standards No. 144 (see note 2, Summary
of Significant Accounting Policies), the Company continues to review all of its
long-lived assets on an ongoing basis. As a result of the reviews performed
during 2002, certain assets were taken out of service or their future cash flows
were not sufficient to support the book value and an asset impairment charge of
$2,210 was recorded and included in "Restructuring and Other Charges" on the
Consolidated Statement of Operations. The assets involved in the 2002 impairment
charge were primarily computer equipment and software.
NOTE 5. ACQUISITIONS
The Company acquired certain assets of a Canadian company in 2002 for $756. The
purchase price has been allocated to the respective net assets acquired based on
the fair value of such assets, including non-compete agreements, and the results
of operations have been included in the accompanying Consolidated Statement of
Operations from the effective date of the acquisition.
The Company also acquired the remaining minority interest of its Asian
subsidiary during 2002 for $1,204. The amount paid in excess of the fair value
of the tangible assets acquired was recorded as goodwill.
The Company also made contingent payments of $109 and $124 in 2002 and 2001,
respectively that were related to a 1999 acquisition, and were recorded as
additional goodwill.
A summary of the acquisitions is as follows:
2002 2001
-------- --------
Fair value of assets acquired, primarily fixed assets and
non-compete agreements $ 756 $ --
Goodwill 412 124
Minority interest in consolidated subsidiary 901 --
-------- --------
$ 2,069 $ 124
======== ========
NOTE 6. RELATED PARTY TRANSACTIONS
Included in other assets at December 31, 2002 was a receivable of approximately
$117 from Geneva Waterfront, Inc., which is owned by a stockholder of the
Company. At December 31, 2001 the Company had a payable, included in other
liabilities, of approximately $247 to Geneva Waterfront, Inc.
During the second quarter of 2002, the Company sold a building used for storage
to the Chairman of the Board, the majority stockholder of the Company. The
building was sold for $750, which resulted in a gain of $145, included in "Other
Income" on the Consolidated Statements of Operations. An independent appraisal
was obtained and the building was sold for more than the appraised value. The
independent members of the Board of Directors approved this transaction.
The Company also leases land and a building from a related party. See Note 13.
36
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 7. INVENTORIES
Inventories consist of the following:
DECEMBER 31,
------------------------
2002 2001
------------------------
Raw materials $ 2,230 $ 2,315
Work in process 7,424 6,652
------------------------
9,654 8,967
Less: LIFO reserve (1,114) (1,042)
------------------------
$ 8,540 $ 7,925
========================
NOTE 8. PROPERTY AND EQUIPMENT
Property and equipment consists of the
following:
DECEMBER 31,
------------------------
2002 2001
------------------------
Land and improvements $ 793 $ 1,505
Buildings and improvements 14,736 15,457
Machinery and equipment 70,291 85,641
Leasehold improvements 8,823 8,671
Computer software 9,466 10,068
------------------------
104,109 121,342
Accumulated depreciation and amortization (63,457) (73,736)
------------------------
$ 40,652 $ 47,606
========================
NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142 Goodwill and Other Intangible Assets. SFAS 142 requires that
goodwill and intangible assets with indefinite lives no longer be amortized, but
instead, be tested for impairment at least annually.
During 2002, the Company performed the first required impairment test of
goodwill and indefinite-lived intangible assets. It was determined appropriate
to consider the Company to be one reporting unit for purposes of this test. No
impairment charge was required to be recorded in 2002.
37
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
Below is a comparison of the results of operations for the year ended December
31, 2002 with the proforma results of operations for the year ended December 31,
2001 and 2000, adjusted to exclude goodwill amortization.
Year ended December 31,
---------------------------------------
2002 2001 2000
---------------------------------------
NET INCOME
Reported net income $ 13,531 $ 8,018 $ 10,641
Goodwill amortization (net of tax) -- 1,374 1,370
---------------------------------------
Adjusted net income $ 13,531 $ 9,392 $ 12,011
=======================================
BASIC EARNINGS PER SHARE
Reported net income $ 0.63 $ 0.37 $ 0.50
Goodwill amortization (net of tax) -- .07 .06
---------------------------------------
Adjusted net income $ 0.63 $ 0.44 $ 0.56
=======================================
DILUTED EARNINGS PER SHARE
Reported net income $ 0.62 $ 0.37 $ 0.50
Goodwill amortization (net of tax) -- .07 .06
---------------------------------------
Adjusted net income $ 0.62 $ 0.44 $ 0.56
=======================================
Average number of common shares outstanding 21,469 21,392 21,312
Average number of common shares outstanding
assuming dilution 21,675 21,570 21,381
NOTE 10. ACCRUED EXPENSES
Accrued expenses consist of the following:
DECEMBER 31,
---------------------------
2002 2001
---------------------------
Accrued compensation and payroll taxes $ 7,035 $ 7,384
Accrued customer rebates 2,004 2,008
Accrued interest 581 691
Accrued property taxes 481 498
Non-compete agreements 273 --
Restructuring reserve 152 192
Other 3,261 2,334
---------------------------
$13,787 $13,107
===========================
38
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 11. DEBT
Long-term debt consists of the following:
DECEMBER 31,
---------------------
2002 2001
---------------------
Series B senior note payable $18,000 $24,000
U.S. bank credit agreement 25,000 34,000
Malaysian term loan (U.S. $) 219 --
---------------------
43,219 58,000
Less amounts due in one year or less (6,033) (6,000)
---------------------
$37,186 $52,000
=====================
The Series B note bears interest at 6.98% and is payable in annual installments
of $6,000 from 2001 to 2005. The notes may be prepaid in whole or in part at any
time.
The borrowings under the bank credit agreement are unsecured and are at a
floating rate of interest over the Federal Funds or Eurocurrency rates based
upon certain financial ratios. The effective interest rate on these borrowings
was 2.59% at December 31, 2002. The credit agreement is for $65,000 and expires
on May 6, 2004. The Company had approximately $40,000 available to borrow under
this line at December 31, 2002.
Borrowings under the above agreements are subject to certain restrictive
covenants. In addition, the agreements require the Company to maintain certain
net worth and other financial ratio requirements. The fair value of these
obligations approximates carrying value at December 31, 2002 and 2001.
Annual maturities of long-term debt at December 31, 2002 are as follows:
2004 $ 31,036
2005 6,039
2006 41
2007 45
2008 25
---------
$37,186
=========
The Company also has a $15,000 and a $3,200 line of credit with a U.S. bank and
a Canadian bank, respectively, to provide financing and working capital
flexibility. Interest is at a floating rate over LIBOR and Canadian prime for
the U.S. line and the Canadian line, respectively. At December 31, 2002, the
Company had $2,375 and $299 outstanding on the U.S. line and the Canadian line
respectively. The effective interest rate on these borrowings at December 31,
2002 was 1.88% for the U.S. line and 4.5% for the Canadian line.
The Company also maintains working capital demand lines of credit in China (U.S.
$1,500) and Malaysia (U.S. $1,250). At December 31, 2002, $369 and $238 was
outstanding on the China and Malaysian lines, respectively.
These lines of credit are disclosed as notes payable to banks in the
Consolidated Balance Sheet.
39
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 12. STOCKHOLDERS' EQUITY
Stockholders' equity includes the following:
DECEMBER 31,
--------------------
2002 2001
--------------------
Common stock:
Class A voting, $0.008 par value, 40,000,000 shares authorized;
23,381,763 and 23,301,084 shares issued at December 31, 2002 and
2001, respectively; 21,436,487 and 21,453,725 shares outstanding at
December 31, 2002 and 2001, respectively $ 186 $ 185
====================
Treasury stock:
1,945,276 and 1,847,359 shares of Class A common stock at December
31, 2002 and 2001, respectively $22,036 $21,070
====================
NOTE 13. INCOME TAXES
The provision (credit) for income taxes is comprised of the following:
YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
----------------------------------------------
Current:
Federal $ 4,283 $ 2,038 $ 6,209
State 450 552 754
Foreign 973 712 1,275
----------------------------------------------
5,706 3,302 8,238
Deferred:
Federal 858 1,797 (614)
State 95 222 (76)
Foreign (456) (1) 19
----------------------------------------------
497 2,018 (671)
----------------------------------------------
Total $6,203 $5,320 $7,567
==============================================
40
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
Components of deferred income tax assets and liabilities are as follows:
DECEMBER 31,
----------------------
2002 2001
----------------------
Current deferred income taxes:
Inventory $ 77 $ 88
Accruals and reserves not currently deductible 1,296 1,142
Foreign deferred taxes 340 11
----------------------
Net current asset $ 1,713 $ 1,241
======================
Noncurrent deferred income taxes:
Depreciation $(1,045) $ (812)
Property and equipment
basis differences (491) (1,732)
Goodwill on asset acquisitions (691) (370)
Other (2,191) (1,529)
----------------------
Net noncurrent liability $(4,418) $(4,443)
======================
Reconciliation between the provision for income taxes for continuing operations
computed by applying the federal statutory tax rate to income before incomes
taxes and the actual provision is as follows:
YEAR ENDED DECEMBER 31,
-------------------------------
2002 2001 2000
-------------------------------
Income taxes at statutory rate 35.0% 35.0% 35.0%
Nondeductible expenses .5 5.0 3.2
State income taxes 1.8 1.6 2.4
Foreign rate differential 1.6 (1.1) 1.2
Reduction of accruals for prior years' taxes (4.8%) -- --
Prior year state refunds received (2.7%) -- --
-------------------------------
31.4% 40.5% 41.8%
===============================
The undistributed earnings of foreign subsidiaries were approximately $6,393 and
$5,257 at December 31, 2002 and 2001, respectively. No income taxes are provided
on the undistributed earnings because they are considered permanently
reinvested. The foreign component of income before income taxes was $1,424 for
2002, $928 for 2001 and $1,431 for 2000.
NOTE 14. LEASES AND COMMITMENTS
The Company leased land and a building in Des Plaines, Illinois from an
unrelated party. This lease was recorded as a capital lease. A related party had
an option to purchase the land and building in January 2000. During 2000, the
purchase option was exercised, the lease with the unrelated party was
terminated, and the Company executed an operating lease at the same monthly
rental amounts as previously with a related party. The Company recorded a gain
of $524 on the termination of the capital lease.
The Company also leased land and a building in Chicago, Illinois from a related
party. This lease was also recorded as a capital lease. During 2000, this lease
was terminated and the Company relocated its operation to another site. The
Company recorded a loss of $152 on the termination of the capital lease.
41
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 14. LEASES AND COMMITMENTS (CONTINUED)
The Company also leases various plant facilities and equipment under operating
leases that cannot be cancelled and expire at various dates through December
2010. Total rent expense incurred under all operating leases was approximately
$4,049, $3,548, and $2,990, for the years ended December 31, 2002, 2001 and
2000, respectively.
Future minimum payments under leases with terms of one year or more are as
follows at December 31, 2002
CAPITAL OPERATING LEASES
LEASES
------------------------------------
2003 $ 227 $ 3,397
2004 46 2,641
2005 -- 1,188
2006 -- 870
2007 -- 884
Thereafter -- 2,509
------------------------------------
$ 273 $11,489
==================
Less: Current portion 227
-------------------
$ 46
===================
The Company has a deferred compensation agreement with the Chairman of the Board
dated June 1, 1983 which was ratified and included in a restated employment
agreement dated October 1, 1994. The agreement provides for deferred
compensation for 10 years equal to 50% of final salary and was modified on March
9, 1998 to determine a fixed salary level for purposes of this calculation. The
Company has a deferred compensation liability equal to $815 at both December 31,
2002 and December 31, 2001. The liability was calculated using the net present
value of ten annual payments at a 6% discount rate assuming, for calculation
purposes only, that payments begin one year from the balance sheet date.
NOTE 15. EMPLOYEE BENEFIT PLANS
The Company has various defined contribution plans for the benefit of its
employees. The plans provide a 100% match of employee contributions based on a
discretionary percentage determined by management. The matching percentage of
wages (as defined) was 4.0% in 2002 and 5.0% in 2001 and 2000. Contributions to
the plans were $1,403, $1,825 and $1,834 in 2002, 2001 and 2000, respectively.
The Company is required to contribute to certain defined benefit union pension
plans under various labor contracts covering union employees. Pension expense
related to the union plans, which is determined based upon payroll data, was
approximately $1,015, $1,125 and $1,306 in 2002, 2001 and 2000, respectively.
The Company established an employee stock purchase plan on January 1, 1999 that
permits employees to purchase common shares of the Company through payroll
deductions. The Company issues new shares at a discount of 15%, based upon the
lower of the beginning-of-quarter or end-of-quarter closing market price of the
Company stock. The discount is recorded as compensation expense. The number of
shares issued for this plan was 51 in 2002, 59 in 2001 and 78 in 2000. The
discount recorded as compensation expense was $76 in 2002, $83 in 2001 and $97
in 2000.
42
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 16. STOCK/EQUITY OPTION PLANS
The Company has an Equity Option Plan that provides for the granting of options
to purchase up to 3,252 shares of Class A common stock to key employees. The
Company has also adopted an Outside Directors' Formula Stock Option Plan
authorizing unlimited grants of options to purchase shares of Class A common
stock to outside directors. Options granted under these plans have an exercise
price equal to the market price of the underlying stock at the date of grant and
are exercisable for a period of ten years from the date of grant and vest over a
three-year period.
A summary of options outstanding at each of the three years ended December 31,
2002, 2001 and 2000, and other data for the three years then ended under all
option plans is as follows:
Outstanding options
of Class A Common Weighted average
stock exercise price
----------------------------------------
Balance, December 31, 1999 1,230 $ 9.65
Granted 502 7.68
Exercised (7) 7.46
Cancelled -- --
---------------------
Balance, December 31, 2000 1,725 9.37
---------------------
Granted 416 8.98
Exercised (177) 7.99
Cancelled (30) 8.26
---------------------
Balance, December 31, 2001 1,934 9.42
---------------------
Granted 626 9.66
Exercised (18) 8.59
Cancelled -- --
---------------------
Balance December 31, 2002 2,542 $ 9.48
=====================
The following table summarizes information concerning outstanding and
exercisable options at December 31, 2002:
Options Outstanding Options Exercisable
- ----------------------------------------------------------------------------- ----------------------------------
Weighted average Weighted average Weighted average
Range of Number remaining contractual exercise price Number of exercisable
exercise price outstanding life (years) exercisable price
- ------------------- -------------- ----------------------- ------------------ -------------- -------------------
$ 6.00 - $ 7.50 35 3.0 $ 7.00 35 $ 7.00
7.51 - 9.00 940 6.5 8.24 819 8.14
9.01 - 10.50 1,214 7.3 9.60 797 9.59
10.51 - 12.00 204 5.7 11.39 191 11.45
12.01 - 13.50 66 6.0 13.50 66 13.50
13.51 - 15.00 83 5.7 14.83 83 14.83
-------------- --------------
2,542 1,991
============== ==============
43
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 16. STOCK/EQUITY OPTION PLANS (CONTINUED)
Options available for grant under the plans were 725, 1,304 and 681 at December
31, 2002, 2001 and 2000, respectively. Options exercisable under the plans were
1,991, 1,555, and 1,254 in 2002, 2001 and 2000 respectively. The
weighted-average fair values of options granted during 2002, 2001, and 2000 were
$2.37 per share, $3.03 per share, and $2.98 per share, respectively.
The Company accounts for its plans under the recognition and measurement
principles of Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations. No stock-based employee
compensation cost is reflected in the net income, as all options granted under
this plan have an exercise price equal to the market value of the underlying
common stock on the date of grant. The table in Note 2 illustrates the effect on
net income and earnings per share if the Company had applied the fair value
recognition provisions of SFAS No. 123, "Accounting For Stock-based
Compensation", to stock-based employee compensation.
The fair value of each option grant is estimated on the date of the grant using
the Black-Scholes option valuation model with the following assumptions:
2002 2001 2000
------------------------------------------------------
Expected dividend yield 1.30% 1.18% 1.48%
Expected stock price volatility 17.20% 28.63% 31.66%
Risk-free interest rate range 4.0% 4.0%-4.5% 5.5%-6.0%
Weighted-average expected life of options 7 years 7 years 7 years
Option valuation models require the input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate in management's
opinion, the existing method does not necessarily provide a reliable single
measure of the fair value of its employee stock options.
NOTE 17. EARNINGS PER SHARE
Basic earnings per share and diluted earnings per share are shown on the face of
the statement of operations. Basic earnings per share is computed by dividing
net income by the weighted average shares outstanding for the year. Diluted
earnings per share is computed by dividing net income by the weighted average
number of common shares and common stock equivalent shares outstanding (stock
options) for the year.
The following table sets forth the computation of basic and diluted earnings per
share:
2002 2001 2000
-------------------------------------------------------------------
Net Income $ 13,531 $ 8,018 $10,641
Weighted average shares 21,469 21,392 21,312
Effect of dilutive employee stock options 206 178 69
Adjusted weighted average shares and
assumed conversions 21,675 21,570 21,381
Basic earnings per share $0.63 $0.37 $0.50
Diluted earnings per share $0.62 $0.37 $0.50
44
Schawk, Inc.
Notes to Consolidated Financial Statements
(In Thousands, Except Per Share Amounts)
NOTE 17. EARNINGS PER SHARE (CONTINUED)
Options to purchase 358 shares of Class A common stock at exercise prices
ranging from $10-$15 per share were outstanding at December 31, 2002 but were
not included in the computation of diluted earnings per share because the
options were anti-dilutive. The options expire at various dates through December
31, 2012.
Options to purchase 338 shares of Class A common stock at exercise prices
ranging from $11-$15 per share were outstanding at December 31, 2001 but were
not included in the computation of diluted earnings per share because the
options were anti-dilutive. The options expire at various dates through December
31, 2011.
NOTE 18. GEOGRAPHIC REPORTING
The Company operates a single business segment, Digital Imaging Graphic Arts.
The Company operates primarily in two geographic areas, the United States and
Canada. Summary financial information for continuing operations by geographic
area for 2002, 2001 and 2000 is as follows:
Other
United States Canada Foreign Total
------------------------------------------------------------------
2002
- ----
Sales $153,056 $25,448 $7,685 $186,189
Long-lived assets 81,400 15,940 8,452 105,792
Net assets 84,162 7,187 (1,582) 89,767
2001
- ----
Sales $151,893 $28,617 $9,133 $189,643
Long-lived assets 87,359 15,942 8,278 111,579
Net assets 73,920 6,187 (570) 79,537
2000
- ----
Sales $162,428 $40,977 $7,399 $210,804
Long-lived assets 87,796 16,839 7,552 112,187
Net assets 69,807 5,530 (829) $ 74,508
Long-lived assets are non-current assets that are identified with the operations
in each geographic area.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has no items to report under item 9 of this Annual Report
on Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and persons nominated to become
directors and information regarding executive officers of the Company is
included in the Proxy Statement for the Annual Meeting of Stockholders to be
held Wednesday, May 21, 2003, and is to be filed with the Securities and
Exchange Commission on or before April 30, 2003 (the "Proxy Statement"), and
such information is incorporated herein by reference.
45
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item is included in the Proxy
Statement under the heading "Executive Compensation" and "Proposal 1; Election
of Directors" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to this item is included in the Proxy
Statement under the heading of "Security Ownership of Certain Beneficial Owners
and Management" and is incorporated herein by reference.
ITEM 13. CERTAIN TRANSACTIONS
Information with respect to this item is included in the Proxy
Statement under the heading of "Certain Transactions" and is incorporated herein
by reference.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing date of this report,
Schawk Inc.'s management, under the supervision and with the participation of
the Chief Executive Officer and Chief Financial Officer, performed an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on that evaluation, Schawk Inc.'s management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that the disclosure controls and procedures are effective. There have been no
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of this
evaluation.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following financial statements are included in Item 8:
1. All financial statements
Reports of independent auditors and independent public accountants
FINANCIAL STATEMENTS:
Consolidated Balance Sheets--Years Ended
December 31, 2002 and 2001
Consolidated Statements of Operations--Years Ended
December 31, 2002 and 2001, and 2000
Consolidated Statements of Cash Flows--Years Ended
December 31, 2002 and 2001, and 2000
Consolidated Statements of Stockholders' Equity--Years Ended
December 31, 2002 and 2001, and 2000
Notes to Consolidated Financial Statements
2. The following financial schedules for the years 2002, 2001 and 2000
are submitted herewith: SCHEDULE II--Valuation and qualifying
accounts.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K for the fourth quarter of
2002 through the filing date of this document.
(c) Exhibits
46
INCORPORATED, HEREIN
BY REFERENCE TO
3.1 Certificate of Incorporation of Schawk, Inc., as amended. Registration Statement
No. 33-85152
3.3 By-Laws of Schawk, Inc., as amended. Registration Statement
No. 333-39113
4.1 Specimen Class A Common Stock Certificate. Registration Statement
No. 33-85152
10.12* Schawk, Inc. 1988 Equity Option Plan. 1988 10-K
10.13a* First Amendment to Schawk, Inc. 1988 Equity Option Plan. 1992 10-K
10.13b* Second Amendment to Schawk, Inc. 1988 Equity Option Plan. Registration Statement
No. 33-85152
10.22 Lease Agreement dated as of July 1, 1987, and between Process Registration Statement
Color Plate, a division of Schawk, Inc. and The Clarence W. No. 33-85152
Schawk 1979 Children's Trust.
10.23 Lease Agreement dated as of June 1, 1989, by and between Registration Statement
Schawk Graphics, Inc., a division of Schawk, Inc. and No. 33-85152
C.W. Properties.
10.26* Schawk, Inc. 1991 Outside Directors' Formula Stock Option Registration Statement
Plan, as amended. No. 33-85152
10.27* Form of Clarence W. Schawk Amended and Restated Employment Registration Statement
Agreement between Clarence W. Schawk and Schawk, Inc. No. 33-85152
10.28* Form of David A. Schawk Amended and Restated Employment Registration Statement
Agreement between David A. Schawk and Schawk, Inc. No. 33-85152
10.31 Form of Registration Rights Agreement dated December 30, Registration Statement
1994, by and among Schawk, Inc. and certain investors. No. 33-85152
10.32 Money Market Demand Note dated February 7, 1997 from Schawk, Registration Statement
Inc., borrower, to the Northern Trust Company, lender. No. 333-39113
10.33 Demand Note Agreement dated September 12, 1996 between Schawk Registration Statement
Canada, Inc. and First Chicago NBD Canada and related No. 33-39113
continuing Guaranty of Schawk, Inc.
10.35 Letter of Agreement dated September 21, 1992, by and between Registration Statement
Schawk, Inc. and Judith W. McCue. No. 33-85152
10.37 * Schawk, Inc. Retirement Trust effective January 1, 1996. 1996 10-K
10.38 * Schawk, Inc. Retirement Plan for Imaging Employees Amended 1996 10-K
and Restated effective January 1, 1996.
10.42 Schawk, Inc. Note Agreement dated as of August 18, 1995. 1996 10-K
10.43 Stockholder Investment Program dated July 28, 1995. Registration Statement
No. 33-61375
10.44a Credit Agreement dated January 23, 1999, by and between Form 8-K dated
Schawk, Inc. and The First National Bank of Chicago. January 28, 1999
10.44b Amendment No. 1 to Credit Agreement dated March 15, 1999 by Form 8-K dated
and between Schawk, Inc. and The First National Bank of March 17, 1999
Chicago.
47
10.45 * Schawk, Inc. Employee Stock Purchase Plan effective January Registration Statement
1, 1999. No. 333-68521
10.46 Second Amended and Restated Credit Agreement dated as of 1999 10-K
October 29, 1999, by and between Schawk, Inc. and Bank One,
NA, excluding exhibits.
21 ** List of Subsidiaries.
23a Consent of Independent Auditors
99.1 Certification of Chief Executive Officer.
99.2 Certification of Chief Financial Officer.
* Represents management contract or compensation plan or arrangement required to
be filed pursuant to Item 14 (c).
** Document attached hereto.
48
Schawk, Inc.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
2002 2001 2000
---- ---- ----
(In thousands)
Balance beginning of year $ 813 $807 $636
Provision 745 438 340
Deductions (1) 289 432 169
--------------------------------------------------------------------------
Balance end of year $1,269 $813 $807
(1) Uncollectible accounts written off, net of recoveries.
49
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrants have duly caused this report to be signed on their
behalf by the undersigned, thereunto duly authorized, in Cook County, State of
Illinois, on the 14th day of March 2003.
Schawk, Inc.
By: /s/ Clarence W. Schawk
----------------------------
Clarence W. Schawk
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 14th day of March 2003.
/s/ Clarence W. Schawk Chairman of the Board and Director
- ---------------------------
Clarence W. Schawk
/s/ David A. Schawk President, Chief Executive Officer, and Director
- ---------------------------
David A. Schawk
/s/ A. Alex Sarkisian, Esq. Executive Vice President, Corporate Secretary and Director
- ---------------------------
A. Alex Sarkisian, Esq.
/s/ James J. Patterson Senior Vice President and Chief Financial Officer
- ---------------------------
James J. Patterson
/s/ John T. McEnroe, Esq. General Counsel, Assistant Secretary, and Director
- ---------------------------
John T. McEnroe, Esq.
/s/ Leonard S. Caronia Director
- ---------------------------
Leonard S. Caronia
/s/ Judith W. McCue, Esq. Director
- ---------------------------
Judith W. McCue, Esq.
/s/ Hollis W. Rademacher Director
- ---------------------------
Hollis W. Rademacher
50
CERTIFICATIONS
I, David A. Schawk, certify that:
1. I have reviewed this annual report on Form 10-K of Schawk, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 14, 2003
-----------------
/s/ David A. Schawk
-------------------
David A. Schawk
President and CEO
51
CERTIFICATIONS
I, James J. Patterson, certify that:
1. I have reviewed this annual report on Form 10-K of Schawk, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 14, 2003
----------------
/s/ James J. Patterson
--------------------------
James J. Patterson
Sr. Vice President and CFO
52