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, 2003
COMMISSION FILE NUMBER 1-9335
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SCHAWK, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 36-2545354
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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1695 RIVER ROAD
DES PLAINES, ILLINOIS
(Address of principal executive office)
60018
(Zip Code)
847-827-9494
(Registrant's telephone number, including area code)
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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
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.) Yes [ ] No [X]
The aggregate market value on June 30, 2003 of the voting stock held by
non-affiliates of the registrant was approximately $54,923,490.
As of February 27, 2004, 21,476,731 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual shareholders' meeting to be held
May 18, 2004 are incorporated by reference into Part III.
SCHAWK INC
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
DECEMBER 31, 2003
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PAGE
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PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 12
Item 3. Legal Proceedings........................................... 13
Item 4. Submission of Matters to a Vote of Security Holders......... 13
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters......................................... 13
Item 6. Selected Financial Data..................................... 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 16
Item 7a. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 23
Item 8. Financial Statements and Supplementary Data................. 23
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures................................... 45
Item 9a. Controls and Procedures..................................... 45
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 45
Item 11. Executive Compensation...................................... 45
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 45
Item 13. Certain Relationships and Related Transactions.............. 45
Item 14. Principal Accountant Fees and Services...................... 45
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 45
Signatures.................................................. 49
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i
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 believes it 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 and promotions accounted for
over 85% of net sales for 2003 and 2002 and over 70% of net sales during 2001.
The balance of the Company's business consists of the production of similar
advertising 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) creative design
capabilities, (ii) production art expertise, (iii) high quality customized
imaging capabilities; (iv) rapid turnaround and delivery times; (v) 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; (vi) digital imaging asset management; (vii) workflow management;
(viii) art production; and (ix) 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.
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, digital photography, retouching, color separation
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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 $20.0
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 start-ups 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
2
Company's expansion into these markets strengthens and enhances the overall
service offering to the unified marketing approach of our clients.
Meeting the requirements of the advertising portion of the Company's
business demands production of work under extremely short timelines, often 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.
At the beginning of 2003, the Company 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 introduced a
new sales compensation system in 2003, 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 50-year business history, the Company has integrated more than 47
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. The only
acquisitions of consequence since 1999 were Blue Mint Associates, a San
Francisco based $2 million in annual revenue brand strategy and creative
design firm, acquired December 1, 2003; certain assets and the business
of Pixxon, Inc., a San Francisco based $5 million in annual revenue
prepress business acquired effective December 31, 2003; and certain
assets and the business of a Chicago area $10 million in annual revenues
prepress division of Fort Dearborn Company, a leading label printer,
effective January 1, 2004.
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
3
operational philosophies and practices, which have been successful in its
graphic arts businesses, to newly acquired businesses.
- 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, 2003, the Company had 41
on-site locations staffed by over 130 Schawk employees, approximately 10%
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 were implemented in 2003. David Schawk
again visited employees in 2003 to give an update of the progress of Vision 2020
and to emphasize the importance of the Company's strategy. 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 of the Company support the Vivid Description of the
Company and 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
4
- Increase Organic Growth
- Hire and Retain the Best of the Best Employees
- Measure Customer Satisfaction and Improve on our performance
To achieve the Company's business objectives, management stresses the
following:
Client Service. A 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, computer servers, 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 its leaders have 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
5
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.
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.
As part of the strategic planning process at the Company, Schawk's service
offerings within the graphic services umbrella were organized into three core
competencies: Brand Strategy and Creative Design, Graphic Services and
Enterprise Products.
Brand Strategy and Creative Design. Under the Anthem Group brand, Schawk
offers brand consulting and creative design for packaging applications to its
Fortune 1000 consumer products company clients, food and beverage retailers and
mass merchandisers. Anthem Group consists of leading creative design companies
acquired by Schawk since 1998 in Toronto and San Francisco as well as start-ups
in Chicago, New York and Singapore. Anthem Group represents approximately 5% of
the Company's overall revenues and is the fastest growing component of Schawk's
service offerings.
Graphic Services. Under the Schawk brand, Graphic Services encompasses a
number of service offerings including traditional prepress business as well as
high-end digital photography, color retouching and large format digital
printing. Graphic Service operations are located throughout North America and in
Mexico and Asia. Graphic Service business represents approximately 92% of the
Company's revenues.
Enterprise Products. The Company develops services in response to its
clients needs. Three services that help differentiate Schawk from its
competitors are digital asset management, work flow management and online
proofing. These services are available through Schawk's InterchangeDigital
subsidiary, a software development company that develops software solutions for
the marketing services departments of consumer products companies and
pharmaceutical companies. Through its integrated software solution, PaRTS
(Production and Resource Tracking System), InterchangeDigital works with clients
to organize their digital assets, streamline their internal workflow and improve
efficiency. The improved speed to market allows the consumer products companies
to increase the number of promotions without increasing costs. This is very
valuable to InterchangeDigital clients. The Company also offers digital
three-dimensional modeling of prototypes or existing packages for its consumer
products clients. This service is branded as Schawk 3-D and is included in the
Enterprise Products service offering. Enterprise Products represent
approximately 3% of the Company's revenues.
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
6
are provided through InterchangeDigital, a wholly owned Schawk subsidiary. With
InterchangeDigital's PaRTS product, 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 3-D is another group that the Company has
leveraged to provide 3-D 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.
- On-Site Personnel. The Company has placed approximately 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.
7
Over the course of its 50-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 47 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 late 2003, the Company purchased Blue Mint Associates and certain assets
of Pixxon, Inc., both based in San Francisco, California. In addition, certain
assets and the business of the prepress division of Fort Dearborn Company, in
suburban Chicago, were acquired effective as of January 1, 2004. 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.
There were no start-ups established in 2003 or 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-up in
Charlotte, North Carolina was shut down in 2000.
8
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 3-D 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 management
of data along with consistency among numerous converters and packaging media.
The Company has established 41 on-site
9
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 2003 no single client accounted for more than 7.7% of the
Company's net sales, and the 10 largest clients in the aggregate accounted for
approximately 43% 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, Southern Graphics Systems, a subsidiary of Alcoa
and Applied Graphics Technologies, Inc., through its Wace Group subsidiary
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.
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
10
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, 2003 the Company had approximately 1,400 full-time
employees. Of this number, approximately 23% are production employees
represented by local units of the Graphic Communications 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 Company's 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.
The Company's website is www.schawk.com. Investors can obtain copies of the
Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and any amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, as soon as reasonably practicable after the Company has filed such
materials with, or furnished them to, the SEC. The Company will also furnish a
paper copy of such filings free of charge upon request.
The Company has adopted a code of ethics (the "Code of Ethics"), as
required by the listing standards of the New York Stock Exchange and the rules
of the SEC. This Code applies to all of the Company's directors, officers and
employees. The Company has also adopted a charter for its Audit Committee. The
Company has posted the Code of Ethics and the Audit Committee Charter on its
website and will post on its website any amendments to, or waivers from, its
Code of Ethics applicable to any of the Company's directors or executive
officers. The foregoing information will also be available in print to any
stockholder who requests such information.
11
ITEM 2. PROPERTIES
The Company owns or leases the following office and operating facilities:
<Table>
<Caption>
LEASE
SQUARE OWNED/ EXPIRATION
LOCATION FEET LEASED PURPOSE DATE DIVISION
- -------- ------------- ------ ------------------ -------------- ----------------------
(APPROXIMATE)
Cherry Hill, New Jersey.... 10,000 Leased General Offices, January 2007 Schawk Cherry Hill
Operating Facility
Chicago, Illinois.......... 15,200 Leased General Offices, May 2005 Anthem Chicago
Operating Facility
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
Operating Facility
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 2004 Schawk Japan
Operating Facility
Kuala Lumpur, Malaysia..... 13,000 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 General Offices, October 2004 Schawk Toronto
Canada................... 12,000 Leased Operating Facility
Mississauga, Ontario General Offices, October 2004 Schawk Toronto
Canada................... 2,300 Leased Operating Facility
New Berlin, Wisconsin...... 43,000 Leased General Offices, June 2008 Schawk Milwaukee
Operating Facility
New York, New York......... 31,000 Leased General Offices, April 2006 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 Flexographic
Operating Facility
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 2007 Schawk St. Paul
Operating Facility
</Table>
12
<Table>
<Caption>
LEASE
SQUARE OWNED/ EXPIRATION
LOCATION FEET LEASED PURPOSE DATE DIVISION
- -------- ------------- ------ ------------------ -------------- ----------------------
(APPROXIMATE)
San Francisco, General Offices, January 2009 Schawk San Francisco
California............... 8,000 Leased Operating Facility
San Francisco, General Offices, September 2008 Anthem San Francisco
California............... 8,100 Leased 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 2008 Schawk Atlanta
Operating Facility
Stamford, Connecticut...... 20,000 Leased General Offices, August 2005 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
</Table>
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, 2003.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
RECENT SALES OF UNREGISTERED SECURITIES
On, December 23, 2003, the Company issued and sold $15 million of its 4.90%
Series 2003-A Notes due 2013 to Massachusetts Mutual Life Insurance Company in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended. The proceeds of this offering were used to provide funds for
acquisitions.
STOCK PRICES
The Company's Class A common stock is listed on the NYSE under the symbol
"SGK". The Company has approximately 892 stockholders of record as of February
27, 2004.
13
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.
<Table>
<Caption>
QUARTER ENDED: 2003 HIGH/LOW 2002 HIGH/LOW
- -------------- -------------- -------------
March 31............................................... $ 9.90 - 8.99 $11.45 - 9.08
June 30................................................ 10.97 - 9.25 10.70 - 9.40
September 30........................................... 12.52 - 10.40 10.60 - 9.68
December 31............................................ 13.95 - 11.95 10.17 - 9.45
</Table>
DIVIDENDS DECLARED PER CLASS A COMMON SHARE
<Table>
<Caption>
QUARTER ENDED: 2003 2002
- -------------- ------- -------
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
======= =======
</Table>
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information as of December 31, 2003,
relating to equity compensation plans of the Company pursuant to which Common
Stock is authorized for issuance (shares in thousands).
<Table>
<Caption>
NUMBER OF SECURITIES NUMBER OF SECURITIES
TO BE ISSUED UPON WEIGHTED-AVERAGE REMAINING AVAILABLE FOR
EXERCISE OF EXERCISE PRICE OF FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, EQUITY COMPENSATION
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS PLANS
- ------------- -------------------- -------------------- -----------------------
Equity compensation plans approved by
security holders........................ 2,895 $9.49 2,195
Equity compensation plans not approved
by security holders..................... -- -- --
----- ----- -----
Total................................. 2,895 $9.49 2,195
===== ===== =====
</Table>
PURCHASES OF EQUITY SECURITIES BY THE COMPANY
The Company occasionally repurchases its common shares, pursuant to a
general authorization from the Board of Directors. The Board of Directors
reviews the authorization for management to repurchase shares on an annual
basis. At a February 2003 meeting, the Board renewed its annual authorization to
repurchase shares in accordance with applicable SEC rules. During the year ended
December 31, 2003, the Company repurchased 226,000 shares for total
consideration of $2,278,000. The total shares purchased exceeded the general
authorization of $2,000,000 per year by $278,000 due to a clerical error at the
broker. The Board
14
subsequently ratified the additional purchases. The following table summarizes
the Company's repurchase of its equity securities during 2003 (in thousands,
except per share amounts):
<Table>
<Caption>
TOTAL NO. AVG. PRICE NO. SHARES PURCHASED
SHARE PAID PER AS PART OF PUBLICLY DOLLAR VALUE OF SHARES THAT MAY BE
PERIOD PURCHASED SHARE ANNOUNCED PROGRAM PURCHASED UNDER PROGRAM
- ------ --------- ---------- -------------------- ----------------------------------
January.............. -- -- -- --
February............. -- -- -- --
March................ 10 $ 9.65 10 Not to exceed $2,000 per year
April................ 77 $ 9.76 77 Not to exceed $2,000 per year
May.................. 121 $10.27 121 Not to exceed $2,000 per year
June................. 18 $10.58 18 Not to exceed $2,000 per year
July................. -- -- -- --
August............... -- -- -- --
September............ -- -- -- --
October.............. -- -- -- --
November............. -- -- -- --
December............. -- -- -- --
--- ------ ---
2003 Total........... 226 $10.09 226
=== ====== ===
</Table>
ITEM 6. SELECTED FINANCIAL DATA
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
2003 2002 2001 2000 1999
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
CONSOLIDATED INCOME STATEMENT
INFORMATION
Net Sales............................. $201,031 $186,189 $189,643 $210,804 $188,497
Operating Income(a)................... 27,536 22,032 17,313 23,889 23,771
Income Before Income Taxes and
Minority Interest.................. 27,264 19,713 13,129 18,111 20,038
Income Taxes.......................... 10,280 6,203 5,320 7,567 8,240
Minority Interest in net loss of
subsidiary......................... -- 21 209 97 --
Net Income............................ 16,984 13,531 8,018 10,641 11,798
Net Income Per Common Share
Basic.............................. $ 0.79 $ 0.63 $ 0.37 $ 0.50 $ 0.55
Diluted............................ 0.78 0.62 0.37 0.50 0.55
Prior-year amounts have been
reclassified to conform to
current-year presentation
CONSOLIDATED BALANCE SHEET INFORMATION
Working Capital....................... $ 30,526 $ 26,654 $ 26,796 $ 15,579 $ 22,364
Total Assets.......................... 159,691 160,470 166,125 167,863 177,261
Long-Term Debt and Capital Lease
Obligations........................ 21,021 37,232 52,131 48,020 67,494
Stockholders' Equity.................. 106,372 89,767 79,537 74,508 66,658
OTHER DATA
Cash Dividends per Common Share....... $ 0.13 $ 0.13 $ 0.13 $ 0.13 $ 0.2275
Depreciation and Amortization......... 11,416 11,977 14,138 14,278 12,310
Capital Expenditures.................. 6,933 7,634 14,431 15,476 17,874
</Table>
15
- ---------------
(a) Years prior to adoption of SFAS No. 142 include goodwill amortization of
$2,161, $2,155 and $1,944 for the years ended December 31, 2001, December
31, 2000 and December 31, 1999, respectively.
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 and in "Item 1. Business" 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.
EXECUTIVE-LEVEL OVERVIEW
The Company's revenues are driven by changes to consumer product packaging
designs and promotions and advertising spending. 88% of the Company's business
is graphic services for consumer product packaging applications. Generally, a
package design changes every three or four years. Between changes, there are
line extensions and promotions that take advantage of popular brand images in a
variety of products. However, because the Company cannot predict when a design
will change or when a promotion will occur, backlog does not exist. There are
regular promotions throughout the year that create revenue opportunities for the
Company, for example: Valentine's Day, Easter, Fourth of July, Back To School,
Halloween, Thanksgiving and Christmas. In addition, there are event driven
promotions that occur regularly, such as the Super Bowl, Grammy Awards, World
Series, Indianapolis 500 and the Olympics. Lastly, there are a number of health
related "banners" that are added to food and beverage packaging, such as "heart
healthy", "low in carbohydrates", "enriched with essential vitamins", "low in
saturated fat" and "caffeine free". All of these items require new product
packaging designs or changes in existing designs and create revenue for the
Company. In simple terms, change equals revenue.
The Company celebrated its 50th anniversary in 2003. For the year ended
December 31, 2003, the Company increased net sales (8%) and net income (26%) as
a result of strong sales to consumer products companies both from existing
accounts and new accounts. Gross profits grew as a result of controlling costs
of production and increasing productivity. Conversely, selling, general and
administrative costs were up 11% as the Company increased management staffing in
Asia to prepare for increased business levels and added personnel in the United
States to manage the new business won by the Company in the second half of 2003.
This increase was partially offset by the absence of the 2002 special charges.
Further contributing to the growth in net income were lower interest costs and a
number of non-recurring items of other income. Offsetting pre-tax income growth
in 2003 were unusually low taxes in 2002 (31.5% effective rate) as compared to
normal tax levels (37.7% effective rate) in 2003. As a result of the above
items, operating income and net income increased 25% and 26%, respectively.
16
The Company finished 2003 with very strong financial ratios in every
category. We believe the Company would be an "A" rated company were it not for
its relatively small size (generally, any company under $1 billion in revenue is
considered small by rating agencies). The Company finished the year with its
lowest debt to equity ratio in over ten years at 20% (with $21 million of
long-term debt and $106 million of equity). In December 2003, the Company
completed a private placement fixed-rate financing for $25 million of long-term
debt. The debt has a ten year term and bears interest at a rate of 4.90% on the
first $15 million, which was issued in December 2003, and will bear interest at
a rate of 4.98% on the remaining $10 million, which is expected to be issued in
April of 2004. The Company's $65 million revolving credit facility had zero
outstanding at December 31, 2003. The credit facility matures in May 2004. The
Company is in the process of negotiating with its banks to put a new credit
facility in place prior to the maturity of the existing facility. Both of the
Company's lead lending banks have indicated an interest in providing a credit
facility to the Company. Globally, the Company has insignificant borrowings
outside of the United States.
The Company generates significant cash flow from operating activities: $32
million in 2003, $28 million in 2002, and $23 million in 2001. Capital
expenditures in 2003 were $7 million and dividends paid were $3 million leaving
free cash flow of $22 million. Most of the free cash flow was used to reduce
debt in 2003 from $47 million at the beginning of the year to $27 million at the
end of the year.
In summary, 2003 was a very successful year. The Company executed on its
strategic plan, increased revenues and profits, and improved its financial
strength to position the Company for future growth.
RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003 AND 2002
SCHAWK, INC.
COMPARATIVE CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003 AND 2002
<Table>
<Caption>
$ %
2003 2002 CHANGE CHANGE
-------- -------- ------- ------
(IN THOUSANDS)
Net sales............................................. $201,031 $186,189 $14,842 8.0%
Cost of sales......................................... 118,859 112,165 6,694 6.0%
-------- -------- ------- -----
Gross profit.......................................... 82,172 74,024 8,148 11.0%
Gross margin percentage............................... 40.9% 39.8%
Selling, general and administrative expenses.......... 54,636 49,361 5,275 10.7%
Restructuring and other charges....................... -- 2,631 (2,631) nm
-------- -------- ------- -----
Operating income...................................... 27,536 22,032 5,504 25.0%
Operating margin percentage........................... 13.7% 11.8%
Other income (expense)
Interest and dividend income........................ 72 236 (164) (69.5%)
Interest expense.................................... (1,900) (2,789) 889 (31.9%)
Other income (expense).............................. 1,556 234 1,322 nm
-------- -------- ------- -----
(272) (2,319) 2,047 nm
</Table>
17
<Table>
<Caption>
$ %
2003 2002 CHANGE CHANGE
-------- -------- ------- ------
(IN THOUSANDS)
Income before income taxes and minority interest...... 27,264 19,713 7,551 38.3%
Income tax provision.................................. 10,280 6,203 4,077 65.7%
-------- -------- ------- -----
Effective income tax rate............................. 37.7% 31.5%
Income before minority interest....................... 16,984 13,510 3,474 25.7%
Minority interest in net loss of subsidiary........... -- 21 (21) nm
-------- -------- ------- -----
Net income............................................ $ 16,984 $ 13,531 $ 3,453 25.5%
======== ======== ======= =====
</Table>
- ---------------
nm -- Percentage not meaningful
Net sales for the year ended December 31, 2003, net sales were $201.0
million, compared to $186.2 million for the prior year, an 8.0 percent increase.
Substantially all of the growth in sales was from internal growth, not from
acquisitions. Schawk's direct consumer products packaging related business was
strong in 2003, as it increased 9.8 percent . New accounts added to the
Company's client roster in 2003 also contributed to the sales growth. Consumer
products companies added a number of line extensions and promotions to their
most popular food and beverage brands in 2003, increasing volume for Schawk.
However, the Company's advertising agency business was down 3.1 percent for the
full year 2003 due to decreased advertising agency spending.
Gross margin for the year ended December 31, 2003, was 40.9 percent
compared to 39.8 percent in the prior year. The higher gross margin is primarily
due to the increase in sales, as well as a reduction in material usage, as
computer to plate workflows reduce the need for photographic film.
Operating income for 2003 was $27.5 million versus $22.0 million in 2002.
The increase in operating income was primarily due to increased sales and lower
costs as a result of efficiency-related efforts over the past two years. In
addition, incorporated in the calculation of operating income for 2002 were $2.6
million of special charges, including $2.2 million for impairment of long-lived
assets and $0.4 million of severance costs classified as restructuring and other
charges. No significant asset impairments were noted in 2003. The operating
margin for 2003 was 13.7 percent compared to 11.8 percent in the prior year for
the same reasons that operating income increased.
Other income (expense) for the year ended December 31, 2003, was $0.3
million of expense, compared to $2.3 million of expense in the prior year. The
$2.0 million decrease in expense was due to the following items: lower net
interest expense of $0.7 million from lower rates and lower borrowing levels;
favorable litigation settlement of $0.4 million; favorable resolution of a
contingency related to a prior disposition of a business of $0.5 million and
proceeds from a life insurance policy of $0.4 million.
Income tax provision for the year ended December 31, 2003, was at an
effective rate of 37.7 percent. The effective rate in 2002 was 31.5 percent;
significantly lower than 2003 due to state tax refunds and the settlement of an
outstanding tax obligation.
Net income for the year ended December 31, 2003 increased significantly
versus 2002 for the reasons previously discussed.
Basic and diluted earnings per share were $0.79 and $0.78, respectively,
for the year ended December 31, 2003 compared with $0.63 and $0.62 for 2002.
YEARS ENDED DECEMBER 31, 2002 AND 2001
Goodwill accounting rule change. On January 1, 2002, the Company adopted
SFAS 142, the accounting pronouncement on goodwill accounting. Previously, the
Company recorded monthly amortization of goodwill, generally over a 40-year
period. The 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
18
assets. The goodwill amortization was $2,161 for the year ended December 31,
2001. The Company's results with the pro-forma effect of the new accounting
rules for the year ended December 31, 2001 is as follows:
PROFORMA RESULTS EXCLUDING GOODWILL AMORTIZATION
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
Reported net income......................................... $8,018
Add back: Goodwill amortization............................. 2,161
Subtract: tax effect of goodwill amortization............... (787)
------
Adjusted net income......................................... $9,392
Basic earnings per share:
Reported net income......................................... $ 0.37
Add back: Goodwill amortization............................. 0.10
Subtract: tax effect of goodwill amortization............... (0.03)
------
Adjusted basic earnings per share........................... $ 0.44
Diluted earnings per share:
Reported net income......................................... $ 0.37
Add back: Goodwill amortization............................. 0.10
Subtract: tax effect of goodwill amortization............... (0.03)
------
Adjusted diluted earnings per share......................... $ 0.44
</Table>
RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002 AND 2001
SCHAWK, INC.
COMPARATIVE CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002 AND 2001
<Table>
<Caption>
$ %
2002 2001 CHANGE CHANGE
-------- -------- ------- ------
(IN THOUSANDS)
Net sales.............................................. $186,189 $189,643 $(3,454) (1.8%)
Cost of sales.......................................... 112,165 114,589 (2,424) (2.1%)
-------- -------- ------- -----
Gross profit........................................... 74,024 75,054 (1,030) (1.4%)
Gross margin percentage................................ 39.8% 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....................................... 22,032 17,313 4,719 27.3%
Operating margin percentage............................ 11.8% 9.1%
Other income (expense)
Interest and dividend income......................... 236 52 184 nm
Interest expense..................................... (2,789) (4,236) 1,447 (34.2%)
Other income (expense)............................... 234 -- 234 nm
-------- -------- ------- -----
(2,319) (4,184) 1,865 (44.6%)
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%
======== ======== ======= =====
</Table>
19
- ---------------
nm -- Percentage not meaningful
2002 COMPARED TO 2001
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 2002 versus the prior year. However,
lower sales in the graphics for advertising agency business more than offset the
gains from the consumer products packaging business. The lower sales level in
the advertising agency business was due to the continuing weakness in the
advertising market.
Gross margin as a percentage of net sales for 2002 increased to 39.8% 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 27.3% 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.
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 to expense of $2.3 million
compared with expense of $4.2 million in 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.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2003, the Company had $5.2 million in consolidated cash
and cash equivalents, compared to $2.0 million at December 31, 2002.
20
The Company presently finances its business from available cash and from
cash generated from operations. Cash generated from operations in 2003 totaled
$32.2 million. The Company maintains a $65 million unsecured credit facility,
expiring May 2004, and a $15 million unsecured demand line of credit to provide
financing and working capital flexibility, with US banks. The Company also
maintains working capital demand lines of credit in Canada (US $3.8 million),
China (US $1.5 million), and Malaysia (US $1.3 million). At December 31, 2003,
the Company had no borrowings on any of its credit facilities.
Long-term debt and capital lease obligations decreased to $21.0 million at
December 31, 2003 from $37.2 million at December 31, 2002. During 2003, the
Company made payments of $25.0 million on its unsecured credit facility and $6.0
million on its outstanding Series B notes due 2005. As discussed above, in
December 2003, the Company entered into a private placement of debt to provide
long-term financing. The terms of the Note Purchase Agreement relating to this
transaction provide for the issuance and sale by the Company, pursuant to an
exception from the registration requirements of the Securities Act of 1933, of
two notes: 1) Tranche A, due December 31, 2013, for $15 million, which closed in
December 2003; and, 2) Tranche B, due April 30, 2014, for $10 million, which is
expected to close in April 2004.
At December 31, 2003, outstanding debt of the Company consisted of: (i)
unsecured notes issued pursuant to a Note Purchase Agreement dated August 18,
1995, for $12.0 million with principal payments in 2004 and 2005, at an interest
rate of 6.98%; and (ii) $15.0 million of its unsecured Series 2003-A Notes due
2013, with annual principal payments from 2007 through 2013, at an interest rate
of 4.90%.
The Company is in the process of negotiating to renew or replace its $65.0
million unsecured credit facility, which expires in May 2004, prior to the
expiration date.
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 and cash generated from future
operations, or pursuant to the Note Purchase Agreement dated December 23, 2003
and short-term credit facilities.
The Company had capital expenditures, principally for equipment and
computer hardware and software to improve productivity, of $6.9 million, $7.6
million, and $14.4 million in 2003, 2002, and 2001 respectively.
The Company had depreciation of $11.4 million in 2003 and $12.0 million in
2002 and 2001.
The Company paid $2.1 million for acquisitions in both 2003 and 2002. In
2001, the Company made a contingent payment of $0.1 million, representing a
purchase price adjustment from a prior acquisition. See Note 6 to the
Consolidated Financial Statements for further information regarding
acquisitions.
The Company purchased $2.3 million, $1.0 million, and $1.5 million in Class
A Common Stock in 2003, 2002, and 2001, respectively, under a share repurchase
program approved by the Board of Directors.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
The Company does not have any material off-balance sheet arrangements that
have, or are reasonably likely to have, a current or future effect on our
financial condition, changes in financial condition, revenue or expenses,
results of operations, liquidity, capital expenditures or capital resources.
21
The following table summarizes the effect that minimum debt, lease and
other material noncancelable commitments listed below are expected to have on
the Company's cash flow in the future periods set forth below:
<Table>
<Caption>
PAYMENTS DUE BY PERIOD
------------------------------------
LESS MORE
THAN 1-3 3-5 THAN
TOTAL 1 YEAR YEARS YEARS 5 YEARS
------- ------- ------- ------ -------
CONTRACTUAL OBLIGATIONS
Long-Term Debt Obligations............. $27,000 $ 6,000 $ 8,143 $6,429 $6,428
Capital Lease Obligations.............. 83 62 21 -- --
Operating Lease Obligations............ 14,329 4,439 6,890 3,000 --
Purchase Obligations................... -- -- -- -- --
Pension Obligations.................... 1,046 65 108 23 850
------- ------- ------- ------ ------
Total.................................. $42,458 $10,566 $15,162 $9,452 $7,278
======= ======= ======= ====== ======
</Table>
Purchase obligations resulting from purchase orders entered in the normal
course of business are not significant. The Company is a service business whose
major cost is employees' labor; material purchases are limited to supplies
incidental to the services provided.
The Company expects to fund future contractual obligations through funds
generated from operations, together with general company financing transactions.
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 7.7% 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.
Goodwill and Other Acquired Intangible Assets. The Company has 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.
22
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 non-amortization
provision resulted in an increase in net income of approximately $1.4 million
($0.07 per share).
The Company performed the required impairment test of goodwill and
indefinite-lived intangible assets in 2003 and 2002. It was determined
appropriate to consider the Company to be one reporting unit for purposes of
this test.
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
The Company has no variable rate debt outstanding at December 31, 2003, but
expects to use its variable rate credit facilities to fund cash flow needs
during 2004 and beyond. Assuming interest rate volatility in the future similar
to what has been seen in recent years, the Company does not anticipate that
short-term changes in interest rates will materially affect its 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS COVERED BY
REPORTS OF INDEPENDENT AUDITORS
<Table>
<Caption>
PAGE
----
Management's Responsibilities for Financial Reporting....... 24
Report of Independent Auditors.............................. 25
FINANCIAL STATEMENTS:
Consolidated Balance Sheets -- December 31, 2003 and
2002................................................... 26
Consolidated Statements of Operations -- Years Ended
December 31, 2003, 2002 and 2001....................... 27
Consolidated Statements of Cash Flows -- Years Ended
December 31, 2003, 2002 and 2001....................... 28
Consolidated Statements of Stockholders' Equity -- Years
Ended December 31, 2003, 2002 and 2001................. 29
Notes to Consolidated Financial Statements................ 30
FINANCIAL STATEMENT SCHEDULES:
SCHEDULE II -- Valuation Reserves........................... 48
</Table>
23
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
- ------------------------------------------------------
David A. Schawk
President and Chief Executive Officer
Principal Executive Officer
/s/ JAMES J. PATTERSON
- ------------------------------------------------------
James J. Patterson
Senior Vice President and
Chief Financial Officer
Principal Financial and Accounting Officer
24
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, 2003 and 2002, and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of the three years
in the period ended December 31, 2003. 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, 2003 and 2002, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2003, 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".
ERNST & YOUNG LLP
Chicago, Illinois
February 13, 2004
25
SCHAWK, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<Table>
<Caption>
DECEMBER 31
-------------------
2003 2002
-------- --------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 5,227 $ 2,051
Trade accounts receivable, less allowance for doubtful
accounts of $1,595 in 2003 and $1,269 in 2002.......... 35,642 37,946
Inventories............................................... 8,085 8,540
Prepaid expenses and other................................ 3,902 3,539
Refundable income taxes................................... 1,204 889
Deferred income taxes..................................... 2,086 1,713
-------- --------
Total current assets.............................. 56,146 54,678
Property and equipment, net................................. 36,372 41,113
Goodwill, less accumulated amortization of $11,496 in 2003
and 2002.................................................. 62,936 60,476
Other assets................................................ 4,237 4,203
-------- --------
Total assets................................................ $159,691 $160,470
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable.................................... $ 5,108 $ 4,696
Accrued expenses.......................................... 14,004 13,787
Income taxes payable...................................... 446 --
Notes payable to banks.................................... -- 3,281
Current portion of long-term debt and capital lease
obligations............................................ 6,062 6,260
-------- --------
Total current liabilities......................... 25,620 28,024
Long-term debt.............................................. 21,000 37,186
Capital lease obligations................................... 21 46
Other....................................................... 970 1,029
Deferred income taxes....................................... 5,708 4,418
Stockholders' Equity:
Common stock.............................................. 187 186
Additional paid-in capital................................ 87,928 85,922
Retained earnings......................................... 41,461 27,253
Accumulated comprehensive income (loss), net.............. 1,087 (1,558)
-------- --------
130,663 111,803
Treasury stock, at cost................................... (24,291) (22,036)
-------- --------
Total stockholders' equity........................ 106,372 89,767
-------- --------
Total liabilities and stockholders' equity........ $159,691 $160,470
======== ========
</Table>
See accompanying notes.
26
SCHAWK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
YEARS ENDED DECEMBER 31
------------------------------
2003 2002 2001
-------- -------- --------
Net sales................................................... $201,031 $186,189 $189,643
Cost of sales............................................... 118,859 112,165 114,589
-------- -------- --------
Gross profit................................................ 82,172 74,024 75,054
Selling, general, and administrative expenses............... 54,636 49,361 54,460
Goodwill amortization....................................... -- -- 2,161
Restructuring and other charges............................. -- 2,631 1,120
-------- -------- --------
Operating income............................................ 27,536 22,032 17,313
Other income (expense):
Interest and dividend income.............................. 72 236 52
Interest expense.......................................... (1,900) (2,789) (4,236)
Other..................................................... 1,556 234 --
-------- -------- --------
(272) (2,319) (4,184)
-------- -------- --------
Income before income taxes and minority interest............ 27,264 19,713 13,129
Income tax provision........................................ 10,280 6,203 5,320
-------- -------- --------
Income before minority interest............................. 16,984 13,510 7,809
Minority interest in net loss of subsidiary................. -- 21 209
-------- -------- --------
Net income........................................ $ 16,984 $ 13,531 $ 8,018
======== ======== ========
Earnings per share:
Basic..................................................... $ 0.79 $ 0.63 $ 0.37
Diluted................................................... $ 0.78 $ 0.62 $ 0.37
Dividends per Class A common share.......................... $ 0.13 $ 0.13 $ 0.13
</Table>
See accompanying notes.
27
SCHAWK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<Table>
<Caption>
YEARS ENDED DECEMBER 31
--------------------------------
2003 2002 2001
-------- -------- --------
OPERATING ACTIVITIES
Net income.................................................. $ 16,984 $ 13,531 $ 8,018
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation.............................................. 11,416 11,977 11,977
Amortization.............................................. -- -- 2,161
Loss on sale of division.................................. -- -- 300
Deferred income taxes..................................... 917 (497) 2,018
Asset impairment charge................................... -- 2,210 --
Gain realized on sale of equipment........................ (635) (84) (398)
Minority interest in net loss of subsidiary............... -- (21) (209)
Changes in operating assets and liabilities, net of
effects from acquisitions:
Trade accounts receivable.............................. 2,863 356 2,118
Inventories............................................ 455 (538) 5
Prepaid expenses and other............................. (363) 906 (547)
Trade accounts payable and accrued expenses............ 448 2,113 (3,282)
Income taxes refundable/payable........................ 131 (2,094) 1,025
-------- -------- --------
Net cash provided by operating activities......... 32,216 27,859 23,186
INVESTING ACTIVITIES
Proceeds from disposal of property and equipment............ 1,713 1,040 741
Purchases of property and equipment......................... (6,933) (7,634) (14,431)
Acquisitions, net of cash acquired.......................... (2,170) (2,069) (124)
Other....................................................... (160) (401) 348
-------- -------- --------
Net cash used in investing activities............. (7,550) (9,064) (13,466)
FINANCING ACTIVITIES
Proceeds from debt.......................................... 19,562 14,266 11,263
Issuance of common stock.................................... 2,012 787 2,112
Principal payments on debt.................................. (39,062) (28,729) (17,520)
Principal payments on capital lease obligations............. (255) (351) (234)
Cash dividends.............................................. (2,758) (2,773) (2,766)
Purchase of common stock.................................... (2,278) (987) (1,503)
-------- -------- --------
Net cash used in financing activities....................... (22,779) (17,787) (8,648)
Effect of foreign currency rate changes..................... 1,289 (69) (317)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents........ 3,176 939 755
Cash and cash equivalents beginning of period............... 2,051 1,112 357
-------- -------- --------
Cash and cash equivalents end of period..................... $ 5,227 $ 2,051 $ 1,112
======== ======== ========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Dividends issued in the form of Class A common stock........ $ 18 $ 17 $ 16
Cash paid for interest...................................... 1,865 2,630 4,454
Cash paid for income taxes.................................. 9,215 8,071 2,204
</Table>
See accompanying notes.
28
SCHAWK, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
(IN THOUSANDS)
<Table>
<Caption>
CLASS A ADDITIONAL ACCUMULATED TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE TREASURY STOCKHOLDERS
STOCK CAPITAL EARNINGS INCOME STOCK EQUITY
------- ---------- -------- ------------- -------- ------------
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
Net income...................... -- -- 16,984 -- -- 16,984
Sale of Class A common stock.... 1 1,355 -- -- -- 1,356
Purchase of Class A treasury
stock......................... -- -- -- -- (2,278) (2,278)
Stock issued under employee
stock purchase plan........... -- 616 -- -- -- 616
Foreign currency translation
adjustment.................... -- -- -- 2,645 -- 2,645
Issuance of Class A common stock
under dividend reinvestment
program....................... -- -- (18) -- 23 5
Cash dividends.................. -- -- (2,758) -- -- (2,758)
Issuance of Class A common
restricted shares to
employees..................... -- 35 -- -- -- 35
---- ------- ------- ------- -------- --------
BALANCE AT DECEMBER 31, 2003.... $187 $87,928 $41,461 $ 1,087 $(24,291) $106,372
==== ======= ======= ======= ======== ========
</Table>
See accompanying notes.
29
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.
The Company has collective bargaining agreements with production employees
representing approximately 23% of its workforce. The contracts are with local
units of the Graphic Communications International Union and the Communications,
Energy & Paperworkers Union of Canada and expire in 2004 through 2009. The
percentage of employee covered by contracts expiring within one year is
approximately 7%.
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. The Company evaluates the collectibility of its accounts receivable
based on the length of time the receivable is past due and its historic
experience of write-offs. Trade accounts receivable are charged to the allowance
when the Company determines that the receivable will not be collectible. Trade
accounts receivable balances are determined to be delinquent when the amount is
past due, based on the payment terms with the customer.
INVENTORIES
Inventories are stated at the lower of cost or market. Certain inventories,
which approximate 16% of total inventories in 2003 and 19% in 2002 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.
30
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 10 for further
information regarding goodwill and intangible assets.
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 5 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,
2003 and 2002.
31
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
COMPREHENSIVE INCOME
The components of comprehensive income, net of related tax, for the years
ended December 31, 2003, 2002 and 2001 are as follows:
<Table>
<Caption>
2003 2002 2001
------- ------- ------
Net income............................................... $16,984 $13,531 $8,018
Foreign currency translation adjustments................. 2,645 (311) (832)
------- ------- ------
Comprehensive income..................................... $19,629 $13,220 $7,186
======= ======= ======
</Table>
STOCK BASED COMPENSATION
At December 31, 2003, the Company has two stock-based employee compensation
plans, which are described more fully in Note 17. 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.
<Table>
<Caption>
YEAR ENDED DECEMBER 31
--------------------------
2003 2002 2001
------- ------- ------
Net income, as reported..................................... $16,984 $13,531 $8,018
Less: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects................................ 719 865 661
------- ------- ------
Net income, pro forma....................................... $16,265 $12,666 $7,357
======= ======= ======
Earnings per share
Basic..................................................... $ 0.79 $ 0.63 $ 0.37
Diluted................................................... $ 0.78 $ 0.62 $ 0.37
Pro forma earnings per share
Basic..................................................... $ 0.76 $ 0.59 $ 0.34
Diluted................................................... $ 0.74 $ 0.58 $ 0.34
</Table>
RECLASSIFICATIONS
Certain amounts in the 2002 and 2001 financial statements have been
reclassified to conform to the 2003 presentations.
NOTE 3. NEW ACCOUNTING PRINCIPLES
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51, ("FIN 46"), which was later updated in December 2003. FIN 46 requires
consolidation of entities in which the Company absorbs a majority of the
entity's expected losses, receives a majority of the entity's expected residual
returns, or both, as a result of ownership, contractual or other financial
interests in the entity. Currently, entities are consolidated when the Company
has a controlling financial interest through ownership of a majority voting
interest in an entity. Application of FIN 46 is required in financial statements
of public entities that have interests in variable interest entities or
potential variable interest entities commonly referred to as special-purpose
entities for periods ending after December 15, 2003. Application by public
entities for all other types of entities is required in financial
32
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
statements for periods ending after March 31, 2004. The adoption of FIN 46 is
not expected to have a significant impact on the Company's results of operations
or its financial position.
NOTE 4. RESTRUCTURING AND OTHER CHARGES
2001 RESTRUCTURING
The Company began a restructuring program in 1999 to consolidate multiple
operations in certain markets. The redundant facilities were a result of the
Company's acquisition program in 1998 and 1999, during which time the Company
acquired 13 businesses.
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 Consolidated 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 a 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, 2003, $375 of the severance pay provision has
been paid; $46 remains unpaid and is included in accrued expenses on the
Consolidated Balance Sheet.
There were no restructuring charges in 2003.
SUMMARY:
<Table>
<Caption>
2003 2002 2001
---- ------ ------
RESTRUCTURING AND OTHER CHARGES
Severance and other employee termination costs.............. $ -- $ 421 $ 792
Lease termination costs..................................... -- -- 230
Write off of leasehold improvements and other............... -- -- 98
---- ------ ------
-- 421 1,120
IMPAIRMENT CHARGES (SEE NOTE 5)
Computer equipment and software............................. -- 1,851 --
Other....................................................... -- 359 --
---- ------ ------
-- 2,210 --
---- ------ ------
RESTRUCTURING AND OTHER CHARGES............................. $ -- $2,631 $1,120
==== ====== ======
</Table>
Below is an analysis of the activity related to the Company's restructuring
programs and their status at December 31, 2003:
<Table>
<Caption>
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2001 PAYMENTS 2002 PAYMENTS 2003
------------ -------- ------------ -------- ------------
Severance and employee
benefits.................. $310 $(123) $187 $ (82) $105
Other....................... 20 -- 20 (20) --
---- ----- ---- ----- ----
$330 $(123) $207 $(102) $105
==== ===== ==== ===== ====
</Table>
33
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5. IMPAIRMENT OF LONG-LIVED ASSETS
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 6. ACQUISITIONS
The Company acquired 100% of the capital stock of Blue Mint Associates,
Inc., a provider of design services located in San Francisco, California, on
November 30, 2003. The Company also acquired certain assets of Pixxon, Inc., a
provider of digital imaging graphic services located in San Francisco,
California, on December 31, 2003. These acquisitions provide the Company an
entry into the West coast design and digital imaging graphic services markets.
The results of operations of Blue Mint from acquisition date to year-end
are included in the Consolidated Statement of Operations for the year ended
December 31, 2003.
The base purchase price for the 2003 acquisitions was $2,200. $1,700 was
paid to the sellers at closing and $500 was paid to an escrow account pending
settlement of certain post-closing adjustments specified in the acquisition
agreements. The acquisition agreements also provide for additional payments of
up to $3,300, conditional on performance of the acquired businesses over a
three-year period. The contingent payments will be recorded as additional
purchase price when the conditions are met.
The purchase price allocation for the 2003 acquisitions has not been
finalized. The Company has allocated the purchase price to the estimated fair
value of the net assets acquired and will adjust the allocation upon completion
of the tangible and intangible asset appraisal now in progress. The preliminary
purchase price allocation resulted in the recording of $1,460 of non-tax
deductible goodwill.
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 $28 and $109 in 2003 and 2002,
respectively, which were related to prior acquisitions, and were recorded as
additional goodwill.
A summary of the acquisitions is as follows:
<Table>
<Caption>
2003 2002
------ ------
Fair value of assets acquired, net of cash received......... $ 683 $ 756
Goodwill.................................................... 1,487 412
Minority interest in consolidated subsidiary................ 0 901
------ ------
$2,170 $2,069
====== ======
</Table>
34
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 7. RELATED PARTY TRANSACTIONS
A receivable of approximately $38 and $117 from Geneva Waterfront, Inc.,
which is owned by a stockholder of the Company, is included in other assets at
December 31, 2003 and December 31, 2002, respectively.
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
"Cost of sales" 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
15 -- Leases and Commitments.
NOTE 8. INVENTORIES
Inventories consist of the following:
<Table>
<Caption>
DECEMBER 31,
-----------------
2003 2002
------- -------
Raw materials............................................... $ 2,129 $ 2,230
Work in process............................................. 7,033 7,424
------- -------
9,162 9,654
Less: LIFO reserve.......................................... (1,077) (1,114)
------- -------
$ 8,085 $ 8,540
======= =======
</Table>
NOTE 9. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<Table>
<Caption>
DECEMBER 31,
-------------------
2003 2002
-------- --------
Land and improvements....................................... $ 715 $ 793
Buildings and improvements.................................. 13,171 14,736
Machinery and equipment..................................... 68,623 70,752
Leasehold improvements...................................... 9,931 8,823
Computer software........................................... 11,355 9,466
-------- --------
103,795 104,570
Accumulated depreciation and amortization................... (67,423) (63,457)
-------- --------
$ 36,372 $ 41,113
======== ========
</Table>
NOTE 10. 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.
The Company performed the required impairment test of goodwill and
indefinite-lived intangible assets in 2003 and 2002. 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 2003 or 2002.
35
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Below is a comparison of the results of operations for the year ended
December 31, 2003 and 2002 with the proforma results of operations for the year
ended December 31, 2001 adjusted to exclude goodwill amortization.
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------------
2003 2002 2001
------- ------- -------
NET INCOME
Reported net income....................................... $16,984 $13,531 $ 8,018
Goodwill amortization (net of tax)........................ -- -- 1,374
------- ------- -------
Adjusted net income....................................... $16,984 $13,531 $ 9,392
======= ======= =======
BASIC EARNINGS PER SHARE
Reported net income....................................... $ 0.79 $ 0.63 $ 0.37
Goodwill amortization (net of tax)........................ -- -- .07
------- ------- -------
Adjusted net income....................................... $ 0.79 $ 0.63 $ 0.44
======= ======= =======
DILUTED EARNINGS PER SHARE
Reported net income....................................... $ 0.78 $ 0.62 $ 0.37
Goodwill amortization (net of tax)........................ -- -- .07
------- ------- -------
Adjusted net income....................................... $ 0.78 $ 0.62 $ 0.44
======= ======= =======
Average number of common shares outstanding................. 21,379 21,469 21,392
Average number of common shares outstanding assuming
dilution.................................................. 21,839 21,675 21,570
</Table>
NOTE 11. ACCRUED EXPENSES
Accrued expenses consist of the following:
<Table>
<Caption>
DECEMBER 31,
-----------------
2003 2002
------- -------
Accrued compensation and payroll taxes...................... $ 8,246 $ 7,035
Accrued customer rebates.................................... 1,699 2,004
Accrued interest............................................ 148 581
Accrued property taxes...................................... 473 481
Non-compete agreements...................................... 107 273
Restructuring reserve....................................... 105 152
Other....................................................... 3,226 3,261
------- -------
$14,004 $13,787
======= =======
</Table>
36
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 12. DEBT
Long-term debt consists of the following:
<Table>
<Caption>
DECEMBER 31,
-----------------
2003 2002
------- -------
Series A senior note payable -- Tranche A................... $15,000 $ 0
Series B senior note payable................................ 12,000 18,000
U.S. bank credit agreement.................................. 0 25,000
Malaysian term loan (U.S. $)................................ 0 219
------- -------
27,000 43,219
Less amounts due in one year or less........................ (6,000) (6,033)
------- -------
$21,000 $37,186
======= =======
</Table>
The Series A note -- Tranche A bears interest at 4.90% and is payable in
annual installments of $2,143 from 2007 to 2012. The Note Purchase Agreement
dated December 23, 2003 also provides for the funding of $10,000 of Series
A -- Tranche B notes, scheduled to close in April 2004. The Tranche B notes will
bear interest at 4.98% and will be due in annual installments from 2008 to 2013.
The notes may be prepaid in whole or in part at any time.
The Series B note bears interest at 6.98% and is payable in annual
installments of $6,000 in 2004 and 2005. The note 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 borrowings under
this agreement was 2.59% at December 31, 2002. The credit agreement is for
$65,000, all of which is currently available to the Company, and expires on May
6, 2004.
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, 2003 and 2002.
Annual maturities of long-term debt at December 31, 2003 are as follows:
<Table>
2004........................................................ $ 6,000
2005........................................................ 6,000
2006........................................................ 0
2007........................................................ 2,143
2008........................................................ 2,143
Thereafter.................................................. 10,714
-------
$27,000
=======
</Table>
The Company also has a $15,000 and a $3,800 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. The Company had no borrowings
under either line at December 31, 2003. 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). The Company had no borrowings under
either line at December 31, 2003. At December 31, 2002, $369 and $238 was
outstanding on the China and Malaysian lines, respectively.
37
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
These lines of credit are disclosed as notes payable to banks in the
Consolidated Balance Sheet
NOTE 13. STOCKHOLDERS' EQUITY
Stockholders' equity includes the following:
<Table>
<Caption>
DECEMBER 31,
--------------------
2003 2002
------- -------
Common stock:
Class A voting, $0.008 par value, 40,000,000 shares
authorized; 23,602,330 and 23,381,763 shares issued at
December 31, 2003 and 2002, respectively; 21,435,887 and
21,436,487 shares outstanding at December 31, 2003 and
2002, respectively........................................ $ 187 $ 186
======= =======
Treasury stock:
2,166,443 and 1,945,276 shares of Class A common stock at
December 31, 2003 and 2002, respectively.................. $24,291 $22,036
======= =======
</Table>
NOTE 14. INCOME TAXES
The provision (credit) for income taxes is comprised of the following:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-----------------------------
2003 2002 2001
------- ------ ------
Current:
Federal................................................. $ 9,088 $4,283 $2,038
State................................................... 1,057 450 552
Foreign................................................. 1,052 973 712
------- ------ ------
11,197 5,706 3,302
Deferred:
Federal................................................. (487) 858 1,797
State................................................... (57) 95 222
Foreign................................................. (373) (456) (1)
------- ------ ------
(917) 497 2,018
------- ------ ------
Total................................................... $10,280 $6,203 $5,320
======= ====== ======
</Table>
38
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Components of deferred income tax assets and liabilities are as follows:
<Table>
<Caption>
DECEMBER 31,
--------------------
2003 2002
------- -------
Current deferred income taxes:
Inventory................................................. $ 44 $ 77
Accruals and reserves not currently deductible............ 1,432 1,296
Foreign deferred taxes.................................... 610 340
------- -------
Net current asset........................................... $ 2,086 $ 1,713
======= =======
Noncurrent deferred income taxes:
Depreciation.............................................. $(1,119) $(1,045)
Property and equipment basis differences.................. (766) (491)
Goodwill on asset acquisitions............................ (917) (691)
Other..................................................... (2,906) (2,191)
------- -------
Net noncurrent liability.................................... $(5,708) $(4,418)
======= =======
</Table>
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:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------
2003 2002 2001
---- ---- ----
Income taxes at statutory rate.............................. 35.0% 35.0% 35.0%
Nondeductible expenses...................................... (.1) .5 5.0
State income taxes.......................................... 1.9 1.8 1.6
Foreign rate differential................................... .9 1.6 (1.1)
Reduction of accruals for prior years' taxes................ -- (4.8)% --
Prior year state refunds received........................... -- (2.7)% --
---- ---- ----
37.7% 31.4% 40.5%
==== ==== ====
</Table>
The undistributed earnings of foreign subsidiaries were approximately
$7,645 and $6,393 at December 31, 2003 and 2002, 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
$1,860 for 2003, $1,424 for 2002, and $928 for 2001.
NOTE 15. LEASES AND COMMITMENTS
The Company leases land and a building in Des Plaines, Illinois from a
related party. Total rent expense incurred under this operating lease was $660
in 2003, 2002, and 2001.
The Company 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
$4,553, $4,049, and $3,548, for the years ended December 31, 2003, 2002 and
2001, respectively.
39
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Future minimum payments under leases with terms of one year or more are as
follows at December 31, 2003
<Table>
<Caption>
CAPITAL OPERATING
LEASES LEASES
------- ---------
2004........................................................ $62 $ 4,439
2005........................................................ 21 3,007
2006........................................................ -- 2,130
2007........................................................ -- 1,753
2008........................................................ -- 1,406
Thereafter.................................................. -- 1,594
--- -------
$83 $14,329
=======
Less: Current portion....................................... 62
---
$21
===
</Table>
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,
2003 and December 31, 2002. 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 16. 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 4.5% in 2003, 4.0% in 2002 and 5.0% in 2001.
Contributions to the plans were $1,600, $1,403 and $1,825 in 2003, 2002 and
2001, 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 $979, $949 and $1,106 in 2003, 2002 and 2001, 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 59 in 2003, 51 in 2002 and 59 in 2001. The
discount recorded as compensation expense was $92 in 2003, $76 in 2002 and $83
in 2001.
NOTE 17. STOCK/EQUITY OPTION PLANS
The Company has an Equity Option Plan that provides for the granting of
options to purchase up to 5,252 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.
40
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A summary of options outstanding at each of the three years ended December
31, 2003, 2002 and 2001, and other data for the three years then ended under all
option plans is as follows:
<Table>
<Caption>
OUTSTANDING
OPTIONS OF CLASS A WEIGHTED AVERAGE
COMMON STOCK EXERCISE PRICE
------------------ ----------------
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
------------------
Granted.............................................. 530 9.31
Exercised............................................ (177) 8.77
Cancelled............................................ -- --
------------------
Balance December 31, 2003............................ 2,895 $9.49
==================
</Table>
The following table summarizes information concerning outstanding and
exercisable options at December 31, 2003:
<Table>
<Caption>
OPTIONS OUTSTANDING
-------------------------------------------------
WEIGHTED AVERAGE OPTIONS EXERCISABLE
REMAINING ---------------------------------
RANGE OF NUMBER CONTRACTUAL LIFE WEIGHTED AVERAGE NUMBER WEIGHTED AVERAGE OF
EXERCISE PRICE OUTSTANDING (YEARS) EXERCISE PRICE EXERCISABLE EXERCISABLE PRICE
- -------------- ----------- ---------------- ---------------- ----------- -------------------
$ 6.00-$ 7.50 ......... 35 2.0 $ 7.00 35 $ 7.00
7.51- 9.00 ......... 811 5.5 8.20 811 8.20
9.01- 10.50 ......... 1,671 7.1 9.49 1,130 9.55
10.51- 12.00 ......... 224 5.1 11.33 204 11.40
12.01- 13.50 ......... 71 5.4 13.40 71 13.40
13.51- 15.00 ......... 83 4.7 14.83 83 14.83
----------- -----------
2,895 2,334
=========== ===========
</Table>
Options available for grant under the plans were 2,195, 725 and 1,304 at
December 31, 2003, 2002 and 2001, respectively. Options exercisable under the
plans were 2,334, 1,991, and 1,555 in 2003, 2002 and 2001 respectively. The
weighted-average fair values of options granted during 2003, 2002, and 2001 were
$2.22 per share, $2.37 per share, and $3.03 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.
41
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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:
<Table>
<Caption>
2003 2002 2001
------- ------- ---------
Expected dividend yield................................... 1.30% 1.30% 1.18%
Expected stock price volatility........................... 16.40% 17.20% 28.63%
Risk-free interest rate range............................. 4.0% 4.0% 4.0%-4.5%
Weighted-average expected life of options................. 7 years 7 years 7 years
</Table>
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 18. 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:
<Table>
<Caption>
2003 2002 2001
------- ------- -------
Net Income............................................. $16,984 $13,531 $ 8,018
======= ======= =======
Weighted average shares................................ 21,379 21,469 21,392
Effect of dilutive employee stock options.............. 460 206 178
------- ------- -------
Adjusted weighted average shares and assumed
conversions.......................................... 21,839 21,675 21,570
======= ======= =======
Basic earnings per share............................... $ 0.79 $ 0.63 $ 0.37
Diluted earnings per share............................. $ 0.78 $ 0.62 $ 0.37
</Table>
Options to purchase 323 shares of Class A common stock at exercise prices
ranging from $11.50-$15 per share were outstanding at December 31, 2003 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, 2013.
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.
42
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 19. 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 2003, 2002 and 2001 is as follows:
<Table>
<Caption>
OTHER
UNITED STATES CANADA FOREIGN TOTAL
------------- ------- ------- --------
2003
Sales...................................... $159,861 $30,648 $10,522 $201,031
Long-lived assets.......................... 78,807 16,999 7,739 103,545
Net assets................................. 98,588 10,192 (2,408) 106,372
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
</Table>
Long-lived assets are non-current assets that are identified with the
operations in each geographic area.
NOTE 20. OTHER INCOME
For the year ended December 31, 2003, the items included in Other income on
the Consolidated Statement of Operations were: 1) a distribution in the amount
of $303 representing the Company's share of a gain from the sale of a mutual
insurance company, of which the Company was a policyholder, 2) a favorable
litigation settlement of $371, 3) proceeds of a life insurance policy on a
former employee in the amount of $382, and 4) $500 resulting from the reversal
of an indemnity reserve related to a prior disposition, for which the indemnity
period had expired.
For the year ended December 31, 2002, the amount included in Other income
on the Consolidated Statement of Operations represented a favorable litigation
settlement.
NOTE 21. SUBSEQUENT EVENT
The Company acquired certain assets and assumed certain liabilities of the
Virtualcolor division of Fort Dearborn Company effective as of January 1, 2004.
The Virtualcolor division of Fort Dearborn Company is a provider of digital
imaging graphic services located in Elk Grove Village, Illinois and will be
merged with an existing Company facility.
The purchase price of $6,459 was paid in cash of $4,859 to the seller at
closing and $1,600 to an escrow account pending settlement of certain
post-closing adjustments specified in the acquisition agreement.
The purchase price allocation of this acquisition has not been completed.
The Company will allocate the purchase price to the fair value of the net assets
acquired upon completion of an asset appraisal now in progress.
43
SCHAWK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 22. QUARTERLY FINANCIAL DATA (UNAUDITED)
Unaudited summarized financial data by quarter for 2003 and 2002 is as
follows:
<Table>
<Caption>
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
2002 2002 2002 2002 2003 2003 2003 2003
--------- -------- ------------- ------------ --------- -------- ------------- ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales............ $43,618 $47,011 $46,556 $49,004 $48,705 $51,635 $50,500 $50,191
Cost of sales........ 26,016 27,418 28,126 30,605 27,679 30,716 29,633 30,831
------- ------- ------- ------- ------- ------- ------- -------
Gross Profit......... 17,602 19,593 18,430 18,399 21,026 20,919 20,867 19,360
Net income........... $ 2,724 $ 4,002 $ 3,125 $ 3,680 $ 4,201 $ 4,578 $ 4,309 $ 3,896
======= ======= ======= ======= ======= ======= ======= =======
Earnings per share
Basic.............. $ 0.13 $ 0.19 $ 0.15 $ 0.17 $ 0.20 $ 0.21 $ 0.20 $ 0.18
Diluted............ 0.13 0.18 0.14 0.17 0.19 0.21 0.20 0.18
</Table>
Prior-year amounts have been reclassified to conform to current-year
presentation.
44
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements on any matters of accounting
principles or financial statement disclosure between our independent auditors
and us during our two most recent fiscal years or any subsequent interim period.
ITEM 9A. CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the company's disclosure controls and procedures as of December 31, 2003.
Based on that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of December 31, 2003. There were no material
changes in the Company's internal control over financial reporting during the
fourth quarter of 2003.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to directors, executive officers, code of ethics,
audit committee, and audit committee financial experts of the Company and
Section 16(a) beneficial ownership reporting compliance is incorporated herein
by reference from our proxy statement for the annual meeting of stockholders to
be held on May 18, 2004.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference from our proxy statement for the annual
meeting of stockholders to be held on May 18, 2004.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference from our proxy statement for the annual
meeting of stockholders to be held on May 18, 2004 and from Item 5. "Market for
Registrant's Common Equity and Related Stockholder Matters" of this Form 10-K
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference from our proxy statement for the annual
meeting of stockholders to be held on May 18, 2004.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated herein by reference from our proxy statement for the annual
meeting of stockholders to be held on May 18, 2004.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The following financial statements of Schawk Inc are filed as part
of this report under Item 8 -- Financial Statements and Supplementary Data:
Report of Independent Auditors
Consolidated Balance Sheets -- Years Ended December 31, 2003 and 2002
Consolidated Statements of Operations -- Years Ended December 31, 2003,
2002, and 2001
45
Consolidated Statements of Cash Flows -- Years Ended December 31, 2003,
2002, and 2001
Consolidated Statements of Stockholders' Equity -- Years Ended December 31,
2003, 2002, and 2001
Notes to Consolidated Financial Statements -- December 31, 2003
2. Financial statement schedules required to be filed by Item 8 of this
form, and by Item 15(d) below:
SCHEDULE II -- Valuation and qualifying accounts.
(b) Reports on Form 8-K in the fourth quarter of 2003:
<Table>
<Caption>
DATE FILED ITEM REGARDING
- ---------- ---- ---------
October 22, 2003.......................... 12 2003 Third Quarter results
October 31, 2003.......................... 9 Letter of Intent to acquire Pixxon, Inc.
</Table>
(c) EXHIBITS
<Table>
<Caption>
EXHIBIT INCORPORATED, HEREIN
NUMBER DESCRIPTION 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 Registration Statement
Process Color Plate, a division of Schawk, Inc. and The No. 33-85152
Clarence W. 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 C.W. No. 33-85152
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 Registration Statement
Schawk 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
</Table>
46
<Table>
<Caption>
EXHIBIT INCORPORATED, HEREIN
NUMBER DESCRIPTION BY REFERENCE TO
- ------- ----------- --------------------
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 January
Schawk, Inc. and The First National Bank of Chicago 28, 1999
10.44b -- Amendment No. 1 to Credit Agreement dated March 15, 1999 by Form 8-K dated March
and between Schawk, Inc. and The First National Bank of 17, 1999
Chicago
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
10.47** -- Note Purchase Agreement dated December 23, 2003 by and
between Schawk, Inc and Massachusetts Mutual Life Insurance
Company
21** -- List of Subsidiaries
23** -- Consent of Independent Auditors
31.1** -- Certification of Chief Executive Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act,
as amended
31.2** -- Certification of Chief Financial Officer pursuant to Rule
13a-14(a) and rule 15d-14(a) of the Securities Exchange Act,
as amended
32** -- Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
</Table>
- ---------------
* Represents management contract or compensation plan or arrangement required
to be filed pursuant to Item 14 (c).
** Document filed herewith.
47
SCHAWK, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
----------------------------
2003 2002 2001
------ ------ ----
(IN THOUSANDS)
Balance beginning of year................................... $1,269 $ 813 $807
Provision................................................... 613 745 438
Deductions(1)............................................... 287 289 432
------ ------ ----
Balance end of year......................................... $1,595 $1,269 $813
====== ====== ====
</Table>
- ---------------
(1) Uncollectible accounts written off, net of recoveries.
48
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 5th day of March 2004.
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 5th day of March 2004.
<Table>
/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
</Table>
49