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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
COMMISSION FILE NUMBER 1-9335
SCHAWK, INC.
(Exact name of Registrant
as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
36-2545354
(I.R.S. Employer Identification No.)
1695 RIVER ROAD
DES PLAINES, ILLINOIS
(Address of principal executive office)
60018
(Zip Code)
847-827-9494
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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CLASS A COMMON STOCK, NEW YORK STOCK EXCHANGE
$.008 PAR VALUE
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES /X/ NO / /
Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value on March 18, 1996, of the voting stock held by
non-affiliates of the Registrants was approximately $53,827,804.
The number of shares outstanding of each of the issuer's classes of common stock as of March 18, 1996, are:
19,315,107 shares, Common Stock, $.008 par value 135,310 shares, Class B Common Stock, $.05 par value
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT PART AND ITEM NUMBER OF FORM 10-K INTO WHICH INCORPORATED.
-------------------------------------------- ----------------------------------------------------------
1. Joint Proxy Statement for the 1996 Annual Part III, Items 10, 11, 12 and 13.
Meeting of Stockholders to be held May 15,
1996 (the "Joint Proxy Statement").
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SCHAWK, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
DECEMBER 31, 1995
PART I PAGE
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Item 1. Business 1
Item 2. Properties 16
Item 3. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
PART II
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Item 5. Market for the Registrants'
Common Stock and Related Stockholder Matters 18
Item 6. Selected Financial Data 19
Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations 20
Item 8. Financial Statements and Supplementary Data 25
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures 49
PART III
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Item 10. Directors and Executive Officers of the Registrant 49
Item 11. Executive Compensation 49
Item 12. Security Ownership of Certain Beneficial Owners and Management 49
Item 13. Certain Transactions 49
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 49
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PART 1
ITEM 1. BUSINESS
THE COMPANY
Schawk, Inc. ("Schawk" or the "Company") has two operating divisions, the
Imaging and Information Technologies Group (the "Imaging Group") and the
Plastics Group (the "Plastics Group"). The Imaging Group is a leader in the
prepress industry in the United States primarily serving consumer products
businesses. The Imaging Group offers a complete line of prepress services, art
design and products for the production of consumer product packaging and
related marketing and advertising materials. The Plastics Group manufactures
injection molded plastic filtration, custom specialty plastic and thermoformed
products.
Schawk was founded in 1953 as a small platemaking venture operating from
one location in Chicago, Illinois. Under the direction of Clarence W. Schawk
and his son, David A. Schawk, Schawk grew to a diversified international
corporation with operations in the United States, Puerto Rico and Europe
employing more than 1,600 personnel. Over the past 21 years, Schawk developed
an active acquisition program and successfully integrated more than 25
businesses into Schawk's operations while streamlining overhead. The Company
intends to continue to expand through acquisitions of well-managed companies
with solid market positions, established customer relationships and new
technologies.
In 1992, Schawk acquired controlling interest in Filtertek, Inc.
("Filtertek"). Effective December 30, 1994, the corporation previously known as
Schawk, Inc. ("Old Schawk") and certain affiliated corporations (collectively
with Old Schawk, the "Old Schawk Companies") were merged into Filtertek in a
transaction accounted for as a purchase transaction. The surviving corporation
in the merger was Filtertek which then changed its name to Schawk, Inc.;
however, under applicable accounting rules the historical financial statements
of the Old Schawk Companies, rather than the Filtertek statements, are treated
as the financial statements of the Company. The Plastics Group is comprised
primarily of what had been the business of Filtertek prior to the merger and
the Imaging Group is comprised primarily of what had been the business of the
Old Schawk Companies.
The Company's principal executive offices are located at 1695 River Road,
Des Plaines, Illinois 60018, and its telephone number is (847) 827-9494.
IMAGING AND INFORMATION TECHNOLOGIES GROUP
The Company has grown the Imaging Group through a combination of internal
growth, new products and services and a series of acquisitions. The Company
believes that its Imaging Group is the leading producer of color prepress
imaging arts services for the consumer products packaging industry in the
United States, particularly for food and beverage producers. For more than 40
years, the Imaging Group has provided comprehensive prepress products and
services, including but not limited to conventional, electronic and desktop
color separations, electronic production design, film preparation, platemaking
and press proofs for the three main printing processes: lithography,
flexography and gravure.
The Imaging Group has particular expertise in preparing color images for
multimillion-unit production runs of consumer products packaging. The Imaging
Group functions as a vital interface between its Fortune 500 consumer products
clients, their creative designs and their converters in assuring the production
of consistent, high quality packaging materials in increasingly shorter
turnaround times. The Imaging Group's ability to provide high quality prepress
work in a short time frame makes it a valued player in new product introduction
and promotional activity. The Imaging Group also maintains archives of product
package layouts and designs, further improving its efficiency in accommodating
clients' packaging design changes and product line extensions. By continuing to
provide such high-end, value-added services, the Imaging Group commands a
significant share of the market for prepress services for the food and beverage
industry which uniquely positions it to benefit from positive industry
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trends, such as repetitive labeling changes, the increased number of SKU and
the use of packaging as a means of product promotion and differentiation.
PLASTICS GROUP
The Plastics Group includes Filtertek, Plastic Molded Concepts, Inc.
("PMC") and Tek Packaging Group, Inc. (formerly known as Robinson Industries,
Inc. ["Robinson"], Fuzere Manufacturing Company, Inc., and the Fuzere Midwest
division). The Company has announced the sale of PMC to PMC's management. The
transaction is anticipated to be completed by the end of April 1996.
The formation of the Plastics Group began in 1984 when Schawk acquired
Robinson, a supplier of visual packaging products. Because it capitalized on
Schawk's expertise in production package design and increased Schawk's
packaging capabilities, Robinson's visual or blister packaging business was a
natural extension for Schawk. Subsequently, Schawk expanded its plastic
packaging capabilities with various acquisitions and start-up ventures. As
Robinson was a supplier, Schawk became familiar with Filtertek. Building on its
experience in dealing with a large multinational Fortune 500 client base,
Schawk effectively acquired a controlling interest in Filtertek in 1992.
Management believes that one of the Plastics Group's key competitive
advantages lies in its advanced designs and patented manufacturing processes,
which have enabled the Group to occupy strong positions in each of the niche
markets it serves. New product applications provide opportunities for growth in
the various markets served by the Plastics Group, and the Plastics Group also
seeks to diversify into new markets for its products and services. For example,
through strategic alliances, the Plastics Group has recently achieved unique
access to the dental and aftermarket automotive market segments.
BUSINESS
The Imaging Group is one of the leading providers of prepress graphic arts
products and services in the United States for consumer products businesses.
The Imaging Group offers a complete line of prepress services and products,
including electronic production design, color separations, film proofs, plate
and laser-engraved rollers for the manufacture of product packaging and related
marketing and advertising materials.
The Plastics Group manufactures injection molded plastic filtration,
custom specialty plastic and thermoformed products.
Financial information concerning the Imaging Group and Plastics Group is
provided in Note 14, "Segment Data," in the Company's financial statements.
INDUSTRY BACKGROUND
IMAGING GROUP. Prepress services are generally defined as those tasks
involved in preparing an image for reproduction by any of several types of
printing processes. Providers of prepress services, such as the Company's
Imaging Group, interface between consumer products manufacturers and the
creative designers and converters used by those businesses to produce
packaging, for example, product cartons, boxes, trays, cans, containers,
packaging labels and related point-of-sale and promotional materials.
PREPRESS SERVICES DO NOT ENTAIL THE ACTUAL PRINTING OR PRODUCTION OF SUCH
PACKAGING MATERIALS, BUT RATHER INCLUDE THE VARIOUS PREPARATORY STEPS SUCH AS
ART PRODUCTION DESIGN, COLOR SEPARATION AND OTHER PHOTOPLATEMAKING SERVICES,
FOR USE IN LITHOGRAPHY, FLEXOGRAPHY AND GRAVURE, WHICH ARE THE PRINCIPAL
PRINTING PROCESSES CURRENTLY USED IN THE GRAPHIC ARTS INDUSTRY. "COLOR
SEPARATION" REFERS TO PREPARING COLOR IMAGES, TEXT AND LAYOUT FOR THE PRINTING
PROCESS.
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The Imaging Group's services consist principally of the electronic and
digital production, to customer specifications, of art production of design,
color separations and color proofs. These products are an intermediate step
between creative artwork and the actual printing of graphic materials. The
production of color separations requires skilled, highly trained technicians
applying various image manipulation, assembly and color filtering techniques in
order to preserve the integrity of the original image when translated into
print and to ensure consistency of the printed materials.
Prepress services such as color separation work have traditionally been
performed by skilled craftsmen almost entirely by hand, using what is known as
the "conventional" method. With the development of electronic technology,
prepress firms such as the Imaging Group have become increasingly computerized,
relying instead on digitized imaging, in which artwork is scanned using laser
optics, digitized, then output to film, tape, or disc, according to customer
specifications. On an increasing basis, the material being supplied by the
clients is presented in a digitized format on a variety of removable media,
including tape, floppy disk and CD ROM. The image can also be manipulated
electronically (as, for example, to substitute a different background in a
particular picture or to enhance shading or lighting of the graphics).
Additionally, with its expansion into electronic art production design, the
Imaging Group is utilizing its technical expertise to serve clients'
requirements. Given the increased computerization of the prepress services
industry, highly trained technicians are essential to the quality of the end
product.
The prepress services industry is highly fragmented among many market
participants, which tend to be smaller companies. Providers of prepress
services include independent color separators, such as the Imaging Group, and
converters. The Imaging Group specializes in prepress services relating to the
packaging and promotional needs of customers in the food and beverage industry,
particularly high-end clients who need to ensure nationwide consistency in the
packaging of their products.
Each time a manufacturer redesigns its packaging or wishes to use
packaging as a promotional vehicle, new art production color separation work is
required. Product extensions and a high level of packaging redesign, prompted
by several trends, have contributed to an increasing volume of color separation
work for the consumer products industry. These trends include: (i) consumer
products companies are producing increasing numbers of SKUs in order to gain
shelf space and market share; (ii) food and beverage producers are increasingly
utilizing package design and point-of-purchase promotions to market their
products; (iii) the disclosure requirements of the Food and Drug
Administration, which have heightened consumer awareness of product
ingredients; and (iv) consumers' increasing preferences for healthier,
reformulated food and beverage products. To capitalize on these trends,
management believes that the Imaging Group must continue to be able to afford
clients the ability to make numerous changes and enhancements with shorter
turnaround times than ever before. Accordingly, the Imaging Group continues to
invest in the rapidly emerging technology and is committed to the continuing
education of its employees and clients.
The development of lower cost desktop publishing systems has increased the
potential for competition in the prepress industry by lowering barriers to
entry relating to equipment costs. However, this development has also resulted
in the proliferation of software packages, many of which create new
capabilities for the equipment. This frequent change in industry software
necessitates constant training and education. The Imaging Group has addressed
this issue through the formation of its Client Services Consulting Group, which
trains and educates employees, designers and clients on the ever-increasing
changes in imaging technologies and practices. As technology advances in the
imaging industry, speed is becoming a significant differentiator. The Imaging
Group believes that its ability to provide quick turnaround time, 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.
PLASTICS GROUP. The business of the Plastics Group consists primarily of
the design, manufacture and sale of specialty plastic insert injected
filtration devices, custom injection molded components and thermoform packaging
for automotive, healthcare, consumer, industrial and other markets. The
industry is highly fragmented with many niche players, many of which lack the
technical skills and expertise to produce large volumes of high tech products.
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Prior the mid-1960s, most filters were manufactured from metal components
by stamping, assembling, crimping and welding metal frames to form filter
elements. These metal filters were relatively expensive, excessively heavy, of
varying levels of quality, and subject to fatigue and corrosion. However, in
the mid-1960s, fabricated metal filter products began to be replaced with
lighter weight, more efficient plastic filter products. The development of new
membranes and synthetic media, such as polyester and nylon, paralleled the
rapidly developing technology of thermoplastic resins to provide significantly
improved filters. These new materials made possible low cost, disposable
filters with high filtration levels that were compatible with a wider range of
fluids and gasses. These enhancements expanded the demand for lightweight, high
filtration devices. The Plastics Group has introduced numerous new products and
entered several new markets to capitalize on this increased demand. The
Plastics Group's volume is also growing as new applications for filtration
devices are being developed on an ongoing basis in response to recent
developments for healthcare, automotive and environmental applications.
The insert injection molding techniques used by the Plastics Group involve
inserting filter media, such as woven screen, membrane or felt which have been
preformed and precut, into an injection mold. The mold is closed and
thermoplastic resin is injected, framing and bonding the media to form a
unitized filter. The Plastics Group's molds are able to produce as many as 128
filters per cycle, depending on size, complexity and cost targets. Other
processing technologies exist whereby injection molded component parts are
subjected to a secondary process, such as sonic, vibration or spin welding,
that assembles media into component parts to form completed filtration devices.
Other devices, such as light gauge thermoform products and packages, are
manufactured from raw materials with highly sensitive properties that require
special handling.
The synthetic fiber, filter paper, membrane and metallic cloth media that
the Plastics Group works with satisfy a wide range of customer requirements for
particle control, tensile strength, flow rates and corrosion resistance.
Thermoplastic resins also are used in designing custom molded frames. The
selected resin is often coated with additives to augment certain desired
properties. Advanced design and manufacturing techniques employed by the
Plastics Group, including such patented processes as overmolding multilayer
encapsulation and two-piece, in-line filter construction, provide greater
latitude, structural integrity, and the cost-effectiveness required by today's
zero-defect markets.
In order to protect their equipment and to ensure the efficiency of the
devices being protected or the effectiveness of the device itself, a number of
the Plastics Group's customers, particularly in the automotive and healthcare
markets, require inspection of each filtration device produced, as opposed to
random sample inspections. Because of the time and expense involved in
establishing manufacturing processes compatible with such requirements,
competitors of the Plastics Group face a potential barrier to entry in these
markets which require a high volume of precision devices coupled with short
cycle times and 100% inspection.
The Plastics Group also provides visual packaging products, including
blister packaging, which is an increasingly popular means of displaying
consumer products for sale in hardware, convenience, warehouse and drug stores
and other similar retail outlets. Batteries, cosmetics, hardware items,
electrical components, razor blades and toys are among the large variety of
products sold in clear plastic blisters. The Plastics Group believes that the
visual packaging market offers considerable growth opportunity.
STRATEGIC OUTLOOK
The Company's primary goals involve enhancing its leadership positions in
the prepress imaging and plastic injection molded filtration device markets,
and strengthening its positions in the specialty plastics and thermoforming
markets. Key aspects of the Company's business strategy to achieve these goals
include the following:
- ACQUISITIONS. To create the economies of scale required to
support the cost of its business strategy, the Company has developed
an active acquisition program. The Company's sustained profitability
and ready access to capital have enabled it to make strategic
acquisitions. In its 42-year history, the Company has successfully
integrated more than 25 acquired businesses into its operations
while streamlining overhead. These successful acquisitions are
elements of a strategic plan to acquire market
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niche companies with Fortune 500 customer lists, excellent customer
service or proprietary products and solid management which receives
performance incentives to continue to grow the business. The Company
intends to continue expanding through acquisitions of well-managed
companies with solid market positions and established client lists
and new technologies. The Company believes that emphasis on
complementary acquisitions of companies serving targeted markets
will allow it to broaden its product offerings and provide its
clients with a single source for prepress and/or plastics products.
The Company believes it has greater versatility in manufacturing and
in serving its customers 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
acquisition candidates. The Company believes that there continue to
be a number of attractive acquisition candidates in the fragmented
consolidating industries in which it operates, particularly
packaging, filtration and specialty plastics. The Company expects to
strengthen its market positions by applying its management and
operational practices, which have been successful in its graphic
arts businesses, to newly acquired businesses.
- MANAGEMENT PHILOSOPHY. The Company believes that its
management philosophy has resulted in improved market share and
margin performance in its Imaging Group. The Company has instilled
this same philosophy in the Plastics Group which, it believes, has
contributed to recent performance improvement. This philosophy
incorporates the following key concepts:
- TOTAL QUALITY MANAGEMENT. A cornerstone of the
Company's management philosophy is its emphasis on high
quality. The Company is committed to the principles of TQM and
stresses to all employees, regardless of level, the importance
of striving to meet or exceed customer expectations.
Historically, the Imaging Group has made the necessary
investments in employee training and technological
improvements to achieve this level of performance. Since the
formation of the Plastics Group, one of management's primary
initiatives has been to instill this philosophy in the Group.
Through the Company's application of TQM, employees have
adopted the necessary commitment to customer service that is
essential to quick turnaround and consistent delivery of high
quality products and services. Management believes that the
Company's commitment to TQM is essential to customer
satisfaction by decreasing the likelihood of a defect in or
failure of any of the Company's products or services which
could prove costly to a customer. Such increased quality
results in decreased costs to customers and the Company in the
long run. Consequently, the Company is driven to make the
necessary investments to ensure that these products and
services continue to meet the highest quality standards.
- CLIENT SERVICE. Another key to the Company's
management philosophy has been its commitment to client
service. The Imaging Group believes that this commitment has
contributed the confidence and loyalty its clients have shown.
Use of the latest computer equipment and software, while
providing the opportunity for quicker turnaround, has placed
greater reliance upon the accuracy of formatting and
information input methodologies. In order to ensure this
accuracy as early in the process as possible, well-trained,
highly efficient customer service personnel are vital. The
Company's emphasis on on-site client representatives, along
with a "whatever it takes" attitude, has further solidified
existing imaging client relationships. Management believes
that the Plastics Group is beginning to reap similar rewards
for its focus on customer service.
- EMPLOYEE TRAINING AND INCENTIVES. The Company
believes that its most valuable assets are its employees
because its ability to provide clients with high quality
products and services depends upon their dedication and
expertise. The Company provides extensive and frequent
training to keep its employees abreast of the latest
technological developments in the graphics arts and plastics
industries. During 1995, for example, the Imaging Group
provided an estimated 4,564 hours of in-house training to its
employees, clients and their suppliers. Since 1992, in order
to facilitate its employees' familiarity with the latest
technological
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developments, the Company established a program
pursuant to which all employees were eligible to receive
interest-free loans of up to $2,500 for the purchase of
personal computers. By maintaining high levels of employee
satisfaction, the Company has secured consistently high levels
of responsiveness to its customers. In order to reward
employees for superior performance, the Company has developed
incentive compensation programs, including the Company match
for its retirement 401k program, an economic value-added
("EVA") bonus program.
- TECHNICAL EXPERTISE. The Company is able to
provide its customers with high quality products and services
and quick response time because of its efficient utilization
of state-of-the-art equipment and systems. The Company is
dedicated to remaining ahead of the curve of imaging and
plastics molding technologies by participating in innovations
in operations and equipment. As part of this commitment to
changing technology, the Company has historically worked with
software developers to create software that fully addresses
the Company's and its clients' needs and currently 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 Imaging Group established the
Schawk Technical Advisory Board for the purpose of
coordinating the research and evaluation of new technologies
in the graphic arts market industry. This group continues to
be recognized for its effort by being invited to present
numerous national and international symposiums and
conferences.
- EXPLOITATION OF INDUSTRY TRENDS. The Company
enjoys a successful history of strengthening its market
positions by identifying and exploiting industry trends. As a
consequence, the Imaging Group was uniquely positioned, as a
premium single-source provider of prepress services, to
benefit as consumer products manufacturers began to outsource
imaging functions and reduce the number of suppliers. This
unique position has enabled the Imaging Group to capitalize on
the increased use of packaging as a means of product
differentiation and promotion. Further, the Imaging Group
believes that its commitment to customer service and its broad
array of premium services demonstrate to its clients the value
of using the Imaging Group as its primary prepress supplier.
The Imaging Group, in the past, has benefited from the trends
in the food and beverage packaging industry toward extended
product lines and increased SKUs to capture additional shelf
space and market share and increased use of packaging for
promotional purposes. In 1995, while the Company saw a notable
slowdown in new product releases, it also laid the foundation
for the expansion of art production services. The Company
believes that trends in the healthcare and consumer products
industries present significant opportunities for the Plastics
Group. For example, recent heightened awareness of potential
air, water and blood contamination provides new product
opportunities for the Plastics Group's filtration business,
including but not limited to its needle-free access devices.
PRODUCTS AND SERVICES
IMAGING GROUP. The Imaging Group offers comprehensive, high quality
prepress services and products. The Imaging Group's facilities produce
conventional, electronic and desktop color separations, electronic production
design, film preparation, platemaking and press proofs for the three main
printing processes: lithography, flexography and gravure. The Imaging Group's
services consist principally of the production, to customer specifications, of
art production design, color separations and color proofs produced
electronically and digitally. These products are an intermediate step between
creative artwork and the actual printing of graphic materials. The production
of electronic art production and color separations requires skilled, highly
trained technicians applying various computerized design, manipulation and
assembly techniques.
The preparation of film, digital tape and press proofs for lithography,
flexography and other printing processes related to packaging accounted for
approximately 75% of the Imaging Group's net sales in 1995. The balance of the
Imaging Group's business consisted of the production of similar product and
services for point of
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sale, advertising and direct mail. The Imaging Group focuses on clients in the
consumer products industry, where its ability to provide a high degree of image
quality and consistency affords it a competitive advantage. Image quality and
consistency and ever-shortening response time are becoming increasingly
important to consumer products manufacturers as packaging assumes a greater
role in product promotion. While prepress work represents a relatively small
percentage of overall packaging costs, the visual impact (and, consequently,
the effectiveness) of product packaging is largely dependent upon the quality
of the prepress work.
As technology has created opportunities for quicker production
turnarounds, most of the Imaging Group's Fortune 500 consumer products clients
have capitalized on this opportunity to modify their packaging more frequently
in order to customize their promotional activities on a regional, seasonal or
sporting event basis. This activity has greatly increased the importance of
maintaining the integrity of the electronic image design and text data for each
package variation. The Imaging Group has the capacity to maintain past, current
and future package design data and, accordingly, serves as a quick access
library of accurate file data for its customers.
The Imaging Group's services are distinguished by a combination of the
following core competencies:
- TECHNICAL EXPERTISE. The Imaging Group emphasizes continuing
training and development of its employees to ensure their effective
utilization of state-of-the-art equipment and systems. Through
programs offered at the Company-owned training center, at clients'
on-site locations and at various national and regional seminars, the
Imaging Group has had success in elevating its clients' standards
and opportunities to levels requiring the superior technical
expertise and capabilities that distinguish its services.
- ACTIVE INTERFACE WITH CONVERTERS. The Imaging Group
coordinates extensively with the converters for its customers'
product packages to ensure uniformity in color and appearance. Over
40 years of service to the industry has enabled the Company to
develop a reputation of superior performance and confidence with the
converter. Individual printing presses may vary in the application
of ink, affecting the quality of the color image. In order to
minimize the effects of these variations, the Imaging Group makes
necessary adjustments to its color separation work to account for
irregularities or idiosyncrasies in the printing presses of its
clients' converters. The Imaging Group strives to afford its clients
total control over their imaging arts processes with customized and
coordinated service designed to ensure that the color quality,
accuracy and consistency of a client's printed matter is maintained.
- QUICK RESPONSE TIME. The ability to complete prepress
services for packaging designs in a short period of time is
essential to the Imaging Group's success. In connection with the
introduction of a new or reformulated product, the Imaging Group is
often required to complete prepress packaging work in as little as
24 hours. The Imaging Group is able to provide its clients with
quick turnaround time largely because of its state-of-the-art
prepress technologies as well as its extensive archive of its
clients' package designs. The Imaging Group also places its
employees on-site with clients to facilitate development of
packaging designs which will convert easily into attractive
packaging.
PLASTICS GROUP. The Plastics Group currently produces more than 800
different filtration products ranging from highly sophisticated disposable
medical and automotive filters to simple filters used to protect equipment from
dust and water contamination. Most of the Plastics Group's filters are produced
utilizing insert injection molding techniques, in which the filtration media is
encapsulated in a plastic housing. The Plastics Group believes it is one of the
leading producers in the world of filtration devices manufactured through the
insert injection molding process.
The market for filtration devices has grown consistently as end-users
develop new applications in which filtration provides protection for people and
equipment and improves product safety and performance. Management believes that
one of the Plastics Group's primary strengths is its use and development of
advanced design and manufacturing techniques, which provide broader latitude,
greater structural integrity and increased cost-effectiveness compared to more
conventional techniques.
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Consistent with its emphasis on technological innovations, the Plastics
Group has focused on the development of numerous proprietary products and
processes designed to enhance the Plastics Group's competitive position. The
Plastics Group owns outright and/or has exclusive manufacturing rights to
several significant patents, including a claim for the encapsulation of
membrane filters, a two-piece filter design, the encapsulation of multiple
layers of membrane, fuel injection nozzle filters, a process to hermetically
seal sump transmission filters, a design for European in-tank fuel filters, a
friction welding process, a needle-free access device for medical applications,
a dental waterline filter, a medical check valve and a manufacturing component
tray.
The Plastics Group's products are sold primarily to manufacturers in the
following four markets:
- AUTOMOTIVE. As the complexity of automotive systems has increased,
so has the demand for filtration. The two fastest growing
filtration applications for automobiles involve anti-lock braking
("ABS") and powertrain-related systems. It is estimated that by the
mid-to-late 1990s, ABS systems will be installed on almost all
domestically produced cars. The Plastics Group has made significant
penetration in the ABS market and will continue to have
opportunities for additional market share as these systems become
required standard devices. The Plastics Group's newly patented
vibration welding process for automatic transmission sump filters is
becoming more widely accepted at the original equipment manufacturer
("OEM") level given the increased design flexibility, weight
savings, recyclability and increased performance the process
provides over other technologies. Given the lead time from design to
introduction of new car models, the Plastics Group projects realize
significant revenue from these filters in the 1997 and 1998 fiscal
years. Our products in this niche have increased from four vehicle
platforms in 1994 to vehicle platform penetration of 24 vehicles for
which new filters are currently being qualified. The Plastics Group
has elected to focus on those products which are unique or
proprietary in nature and not the low margin, "me too" variety of
product.
- HEALTHCARE. The Plastics Group's healthcare filters and devices are
mainly sold to OEMs in the industry. These products are incorporated
into finished products by the Plastics Group's customers and sold to
end-users. The Plastics Group currently manufactures an extensive
range of healthcare products, from simple vent filter devices to
complex blood filters. The heightened awareness of disease
transmittal and contamination associated with blood transfer has
increased demand for blood filtration devices. The Plastics Group's
filter media encapsulation process is particularly important in that
it achieves the required uniform and complete sealing of delicate
filter media within the plastic housing. This process also allows
the sealing of plastic materials such as nylon and polypropylene,
which are difficult to seal with other types of processes. Patent
protection has been granted for a new family of needle-free access
connectors which can be used in drug infusion therapy as well as in
numerous other medical applications. In addition, in April 1995, the
Plastics Group entered into an alliance with Solopak Pharmaceuticals
of Elk Grove Village, Illinois, to market a new, patented
needle-free access family of products to the I.V. infusion market.
Solopak has licensed this product and purchased tooling and
automation to establish an initial capacity of 20 million units
annually. The Plastics Group has completed a new manufacturing cell
for these products, and production is scheduled to begin in the
second quarter of 1996.
The Plastics Group also serves the healthcare market through the
design and production of thermoform packaging products meeting
specified sterilization requirements. In addition, the Plastics
Group produces light gauge thermoform products, including components
manufactured from raw materials with highly sensitive properties
requiring special handling, environmentally controlled clean-room
manufacturing facilities or sterilization processes, for the
healthcare market.
- CONSUMER PRODUCTS. The Plastics Group's products sold to consumer
products manufacturers are principally point-of-purchase visual
packaging. "Blister" packaging, another product of the Plastics
Group, is an increasingly popular means of displaying consumer
products for sale in hardware, convenience, warehouse and drug
stores and other similar retail outlets. Thermoformed blister
packaging is produced by heat-sealing a clear plastic bubble, or
blister, which the Plastics Group's technicians have shaped and
designed, onto coated cardboard, or by sealing two-sided packages
9
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through heat or microwave application. Batteries, cosmetics,
hardware items, electrical components, sporting goods and toys are
among the large variety of products sold in clear, thermoformed
plastic packages. The Plastics Group designs and manufactures a
complete selection of visual packaging in such forms as blisters,
cards, clam shells, tri-folds, trays and header and display cards.
In addition, under the trade name "Plasti-Chain," the Plastics Group
manufactures finished products such as plastic chains, stanchions,
posts, brick and log border edgings and other lawn and garden items,
which it distributes directly to retailers.
- INDUSTRIAL AND OTHER PRODUCTS. The Plastics Group sells more
than 550 different products to OEMs for use in a variety of
applications, including appliances, computers, scientific equipment
and farm machinery. Specific products include filters for coffee
makers, dishwashers, tertiary water purification systems, lawn
mowers, outboard motors, small engines and numerous other diverse
applications. The Plastics Group also produces certain light gauge
thermoform products for the electronics industry. The Plastics Group
has capabilities in product design, tool design, prototype tool
construction, molding of production and prototype parts, and various
decorating and post molding operations.
RESEARCH AND DEVELOPMENT
IMAGING GROUP. The Imaging Group is dedicated to keeping abreast of and,
in a number of cases, initiating technological process developments in its
industry. To build upon its leadership position, the Imaging Group is actively
involved in system and software technical evaluations of various computer and
software manufacturers and also independently pursues software development for
implementation at its operating facilities. The Imaging Group continually
invests in new technology designed to support its high quality prepress
services. The Imaging Group concentrates its efforts in understanding systems
and tools available in the marketplace and creating solutions for off the shelf
products.
The Imaging Group has established the Schawk Technical Advisory Board for
the purpose of researching and evaluating new technologies in the graphic arts
industry. The Advisory Board, which formally meets quarterly to review new
equipment and programs, facilitates the exchange of information among the
various facilities in the Imaging Group, thereby conserving time and money
spent in researching new technologies. Informal review and discussion of
technological developments, however, is ongoing.
The Imaging Group provides training to clients and employees alike on a
regular basis. In 1992, the Imaging Group established the Schawk Client Service
Consulting Group to offer customers desktop software training, proprietary
software development, and technical training designed for the packaging
industry. In 1993, the Imaging Group opened the Schawk Technical Training and
Education Center to offer industry desktop software training to customers,
certain vendors and employees. During 1995, the Imaging Group presented at 22
events, publishing 56 technical reports and quarterly newsletters, which were
distributed to our clients as well as to our internal imaging operations. The
group provided an estimated 3,199 hours of in-house training to its employees
and 1,365 hours of in-house training to customers and to many of their
designers and converters.
PLASTICS GROUP. An important component of the Plastics Group's research
and development efforts involves coordination with customers in developing new
products designed to suit customer needs. In 1993, 1994 and 1995, research and
development expenditures were approximately $3.7 million, $3.4 million and $3.5
million, respectively, substantially all of which amounts were effectively
reimbursed by customers. Development of a new product typically begins with
customer contact by the Plastics Group's sales engineers to identify a product
need. The sales engineers work closely with a customer to define the customer's
requirements and expectations. The Plastics Group develops a product design,
mold and automation design. After the Plastics Group reviews the design with
the customer, tooling and automation are built using state-of-the-art CAD/CAM
systems and machining centers. The Plastics Group added dedicated research and
development equipment in an effort to reduce product development time.
In most cases, a prototype is produced to aid in the development of a
product and to identify unknown factors in process and product design. Field
trials may be conducted with the prototype product to verify that the
10
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product meets customer requirements. Testing and specifications are developed
cooperatively with customers so that specified requirements are consistently
understood and met.
The Plastics Group has expanded its design and development capabilities to
include 3D design and rapid prototype modeling and has invested in advanced
equipment devices (ultrasonic welding, laser machines and robots) and computer
control systems to ensure process and quality control in its manufacturing
operations. In many cases, the Plastics Group will use specialized outside
suppliers to assist in building equipment components that cannot be
economically built by the group, as well as to ensure that the newest
technologies are being used to maintain the Plastics Group's technological edge
in the marketplace. The cost of tooling for a new product is often borne by the
customer, in which case the customer owns, and has a proprietary interest in,
the mold. The cost of tooling for a typical new product may range from as low
as $5,000 to more than $200,000. If automation is involved, the total project
could be $1 million or more. The customer often shares in costs of automation
in addition to the tooling. Management believes that strong, long-term customer
partnerships develop as a result of this shared financial commitment where the
customer participates in the costs of tooling and/or automation.
The Plastics Group has a number of standard products which, in many cases,
assist the customer in developing its own unique products, thereby shortening
the development process. Standard products require no tooling or automation
investment by the customer. The Plastics Group is also actively involved in the
development of new product applications, such as improved check valves, drug
infusion filters and needle-free connectors, in anticipation of customer needs
and independent of customer funding. To date, these products have been
primarily in the healthcare area.
As another means of accessing new technologies, the Plastics Group has
pursued strategic alliances with customers in an effort to improve its
competitive position.
Resources are devoted to new products on the basis of rate of return and a
market and economic analysis which indicates a long-term product usage
potential. Product development and qualification can take from six months to
three years before final product release.
MARKETING AND DISTRIBUTION
IMAGING GROUP. The Imaging Group markets its services nationally,
including through seminars, newsletters and training sessions targeted at
existing and potential customers. The Imaging Group sells its services through
a group of approximately 80 direct salespersons and 100 customer service
technicians who call on consumer products manufacturers, including those in the
food and beverage, home products, pharmaceutical and cosmetics industries and
direct mail. The Imaging Group has marketing agreements with four European
companies and one company in the Far East.
PLASTICS GROUP. The Plastics Group sells its products to OEMs in North
America and Europe through a combination of direct sales professionals and
manufacturers' representatives. At year-end, North American operations had 12
full-time direct sales professionals and European operations had four full-time
direct sales professionals and had contracted with three independent sales
representatives. Recently, the European operations' sales and marketing efforts
were reorganized to centralize reporting responsibility directly to the
President of European operations, based in France. Sales representatives are
based at each manufacturing plant. In 1995, the Plastics Group's foreign
operations accounted for approximately 19% of the Group's net sales and were
generated primarily in France, Germany, the United Kingdom and Italy.
CUSTOMERS
IMAGING GROUP. As part of its increasing focus on being the agent for
those parties to whom it provides products and services, the Imaging Group
considers those parties to be clients and not just customers. The Imaging
Group's clients consist of: (i) direct purchasers of color separations,
including end-use consumer products manufacturers; (ii) converters; and (iii)
advertising agencies. Many of the Imaging Group's clients, a large percentage
of which are Fortune 500 companies, are multinational in scope and often use
numerous converters
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throughout the country. Because these clients desire uniformity of color and
image quality across a variety of media, the Imaging Group plays a very
important role in coordinating their printing activities by maintaining current
specifications of each of its clients' converters. Management believes that
this role has enabled the Imaging Group to establish closer and more stable
relationships with these clients. End-use clients often select and utilize the
Imaging Group to ensure better control of their packaging or other needs and
depend upon the Imaging Group to act as their agent to ensure consistency among
numerous converters and packaging media. The Imaging Group also has several
employees working at selected client facilities to maximize the efficiency and
quality of the Imaging Group's services to those clients. As its new art
production services continue to expand, the Imaging Group anticipates that it
will be well positioned to further develop its efforts in providing
telecommunication services.
Many of the Imaging Group's clients place orders on a daily and weekly
basis and work closely with the Group year round as they frequently redesign
product packaging or introduce new products. While certain promotional
activities are seasonal, such as those relating to back-to-school time and
holidays, shorter technology-driven prepress cycle time has enabled consumer
products manufacturers to tie their promotional activities to current events
(such as sporting events), prompting such manufacturers to redesign their
packages more frequently and resulting in a correspondingly higher number of
packaging redesign assignments. This technology-driven trend towards more
frequent packaging changes has offset previous seasonal fluctuations in the
volume of the Imaging Group's business. In addition, consumer products
manufacturers have a tendency to sole-source their prepress work with respect
to a particular product line, so that changes to the basic design can be made
more efficiently. As a result, the Imaging Group has developed a base of steady
clients in the food and beverage industry. During 1995, no single customer
accounted for more than 7% of the Imaging Group's net sales, and the 10 largest
customers in the aggregate accounted for less than 38% of net sales.
The Imaging Group's reputation for high quality services is in large part
due to its emphasis on client service and TQM. Each client is assigned to a
designated technician (large accounts may be assigned to two or more service
representatives) to promote continuity in a client's relations with the Imaging
Group. Client relations are generally handled through the facility providing
services to the particular Clients Service Group representatives typically
monitor the production of a client's project throughout the production process
to ensure compliance with client specifications and completion of the project
in a timely manner.
PLASTICS GROUP. The Plastics Group primarily sells its products to
manufacturers for incorporation into finished products subsequently sold to
end-users. The Plastics Group sells most of its automotive filters directly to
OEMs both domestically and in Europe, as well as to the automotive suppliers
who require filters in the subsystems they supply to the automobile
manufacturers. The Plastics Group supplies its healthcare product filters and
devices to customers in the U.S. and Europe. Many of the Plastics Group's
customers in the automotive and healthcare industries sole-source their
production work with the company which originally designed the product. Thus,
the Plastics Group frequently gets contracts from customers for whom it has
performed design work. The Plastics Group also supplies many other smaller
customers in the U.S. and Europe with a wide range of filters and devices. The
Plastics Group's thermoforming business has targeted the consumer, custom
electronics and medical packaging market segments. During 1995, no single
customer accounted for more than 6% of the Plastics Group's net sales, and the
10 largest customers in the aggregate accounted for approximately 22% of net
sales.
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The following is an alphabetical listing of a representative sample of
current clients and customers of the Company:
IMAGING GROUP PLASTICS GROUP
------------------------------------- -----------------------------
Bayer Corporation Abbott Laboratories
Campbell Soup Company Baxter International Inc.
ConAgra, Inc. Bendix
General Mills, Inc. Robert Bosch Corporation
Hershey Foods Corporation Braun, Inc.
Hunt-Wesson, Inc. Chrysler Corporation
Leaf Inc. Emerson Electric
Leo Burnett Company, Inc. Ford Motor Company
Lever Brothers G.D. Searle & Company Ltd.
Lipton Tea Company, Ltd. General Motors Corporation
M&M/Mars Gerber Products Company
Nabisco Foods Group Haemonetics Corporation
Pillsbury Inc. IGA, Inc.
The Procter & Gamble Company IMED
Publishers Clearing House ITT Teves America
The Quaker Oats Company M&M/Mars
The Reader's Digest Association, Inc. Marwal European
SmithKline Beecham Motorola, Inc.
Stouffer Foods Corporation Pall Corporation
Renault V.I. and Peugeot S.A.
BACKLOG
The Company's backlog of unfilled orders was approximately $22.0 million
on December 31, 1995, compared with approximately $22.8 million on December 31,
1994. Most orders are filled within 90 days of receipt. It is anticipated that
substantially all of the orders on hand on December 31, 1995 will be filled
during 1996. Although orders are subject to cancellation by the purchaser, the
Company's experience has been that the impact of such cancellations is not
significant.
COMPETITION
IMAGING GROUP. The Imaging Group's competition comes from three sources:
other independent color separators, converters which have prepress service
capabilities, and customers who are able to use developing technologies to
perform in-house the services previously provided by the Imaging Group.
Independent color separators are companies whose business is performing
prepress services for one or more of the principal printing processes. The
Imaging Group believes that only one firm, Wace Group U.S.A., a subsidiary of
Wace P.L.C., competes with it on a national basis and that only one other firm,
Southern Graphics, a subsidiary of Reynolds Aluminum, competes with it on a
regional basis. The remaining independent color separators are local firms that
compete in specific markets. To remain competitive, each firm must maintain
customer relationships and recognize, develop and exploit state-of-the-art
technology.
Some converters with prepress service capabilities compete with the
Imaging Group by performing such services in connection with printing work.
Independent color separators such as the Imaging Group, however, may offer
greater technical capabilities and speed of delivery. In addition, converters
may also utilize the services of the Imaging Group because of their own limited
productive capacities and technical skills. Increasingly dependent upon
technology, converters have exhibited growing reluctance to provide prepress
services.
Finally, until recently, the Imaging Group faced continuing competition
from some of its own clients who sought to reduce costs by performing color
separation services in-house. To counter this threat, the Imaging Group
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continues to use clients' education programs to demonstrate the value added by
the Imaging Group's continual investments in rapidly changing technology and
training. The Imaging Group believes that its skilled personnel and the ongoing
training provided to employees and clients will continue to distinguish the
Group from its competitors. Furthermore, there is a growing trend for clients
to outsource more work to the Imaging Group.
PLASTICS GROUP. The Plastics Group competes in the filter, visual
packaging and specialty plastics markets. The filter industry is characterized
by a wide range of specialty products. The Plastics Group's market niche
developed from its ability to insert mold and overmold a wide variety of woven
screens, non-woven media and membranes. The Plastics Group competes on the
basis of service, cost, quality, design, manufacturing process and timeliness
of delivery. A recent focus of the Plastics Group is to reduce competitive
pressures through a more focused effort to develop patent protection products.
The Plastics Group has five principal competitors in the insert molding
business of filter manufacturing in the United States: the Filtran Division of
SPX Corporation; ITW-Deltar Division; the Kuss Division of Fleetguard
Corporation; Arbor Technologies; and Gelman Sciences. Each of these companies
competes only in certain market segments and none competes in every market
segment against the Plastics Group.
The thermoforming market is fairly fragmented with no company having a
dominant share of the market. The printing market is similarly fragmented. Very
few competitors have both thermoforming and printing capabilities.
PURCHASING AND RAW MATERIALS
IMAGING GROUP. The Imaging Group purchases photographic film and
chemicals, paper, ink, plate materials, and various other supplies and
chemicals 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
Imaging Group's costs of production, and no shortage is anticipated.
Furthermore, as a growing proportion of the workflow is digital, the already
low percentage of materials will continue to reduce. Historically, the Imaging
Group has negotiated and enjoys significant volume discounts on materials and
supplies from most of its suppliers.
PLASTICS GROUP. The Plastics Group's major raw materials are thermoplastic
resins, filtration media and purchased components. Supplies of these materials
are available from both domestic and foreign sources. Recently, the Plastics
Group entered into several strategic alliances in an effort to intensify
supplier competition. The Plastics Group believes these alliances will reduce
its costs of raw material in the future. The purchased filtration media
generally requires special processing before its use in the manufacturing
process. In the past, the majority of this specialty processing was performed
in the Plastics Group's Hebron, Illinois and France facilities. The Plastics
Group recently has expanded this specialty process to each of its filter
manufacturing locations and believes that this expansion will reduce scrap and
inventories.
PATENTS AND TRADEMARKS
IMAGING GROUP. The Imaging Group owns no significant patents. The
trademarks "Schawk" and "Clockface and Creole" and the trade names "Amber
Design," "Color Data East," "Schawkgraphics," "Schawk Client Services Group and
Schawk Prep," "Lincoln Graphics," "Litho Colorplate," "LSI/Atlanta,"
"LSI/Kala," "Process Color Plate," "Total Reproductions" and "Weston Engraving"
are the most significant trademarks and trade names used by the Imaging Group.
PLASTICS GROUP. The Plastics Group owns several significant patents. They
include the encapsulation of membrane filters, a two-piece filter design, the
encapsulation of multiple layers of membrane, fuel injection nozzle filters, a
process to hermetically seal sump transmission filters, a design for European
in-tank fuel filters, a friction welding process, a medical check valve and a
manufacturing component tray. Patents are material to the competitiveness of
the business. The trademarks "Filtertek" and "Plasti-Chain" are the most
significant trademarks
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2:54 PM 3/25/96
used by the Plastics Group. In 1995, there were 18 new product patent
applications filed, more than half the amount of patents the Company has had
in its history.
EMPLOYEES
IMAGING GROUP. As of December 31, 1995, the Imaging Group had 642
full-time employees. Of this number, 70% are production employees of which 198
are represented by local units of the Graphic Arts International Union. The
Imaging Group's craft employees are crucial to its operations. Seven contracts
covering the Imaging Group's craft employees in five facilities are subject to
renegotiation in 1997. All contracts are area-wide agreements bargained by
groups of employers. The Imaging Group considers its relationships with its
employees to be good.
PLASTICS GROUP. As of December 31, 1995, the Plastics Group employed 1,063
full-time employees. Substantially all of the Plastics Group's employees are
engaged in production. Filtertek Ireland has 95 employees, including 71
employees covered by collective bargaining agreements. No other employees in
the Plastics Group are covered by collective bargaining agreements. The
Plastics Group considers its relationship with its employees to be good.
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ITEM 2. PROPERTIES
FACILITIES
The Company owns or leases the following office and manufacturing
facilities:
LEASE
OWNED/ EXPIRATION
LOCATION SQUARE FEET LEASED PURPOSE DATE
- --------------------------- ----------- ------------- ------------------ ------------
(APPROXIMATE)
IMAGING GROUP:
Armonk, New York .......... 10,000 Leased General Offices, Month to
Manufacturing month
Carmel, Indiana ........... 782 Leased General Offices October 1998
Cherry Hill, New Jersey ... 35,000 Owned General Offices, N/A
Manufacturing
Chicago, Illinois ......... 42,000 Leased General Offices, June 2002
Manufacturing
Des Plaines, Illinois ..... 3,500 Leased Warehouse March 1998
Des Plaines, Illinois ..... 20,000 Owned Executive Offices, N/A
Customer Training
Center
Des Plaines, Illinois ..... 60,000 Leased General Offices, N/A
Manufacturing
Hackettstown, New Jersey .. 2,000 Leased General Offices, October 1997
Manufacturing
Kalamazoo, Michigan ....... 67,000 Owned General Offices, N/A
Manufacturing
Minneapolis, Minnesota .... 31,000 Owned General Offices, N/A
Manufacturing
Roseville, Minnesota ...... 16,000 Leased General Offices, May 1997
Manufacturing
Smyrna, Georgia ........... 20,000 Leased General Offices, October 1998
Manufacturing
PLASTICS GROUP:
County Limerick, Ireland .. 37,000 Owned General Offices, N/A
Manufacturing
Eagle, Wisconsin .......... 55,000 Owned General Offices, N/A
Manufacturing
Gustorf, Germany .......... 1,200 Leased General Offices, Month to
Sales Product month
Development
Hebron, Illinois .......... 108,000 Owned Executive Offices, N/A
Manufacturing
Huntley, Illinois ......... 98,000 Owned General Offices, N/A
Manufacturing
Huntley, Illinois ......... 40,000 Owned General Offices, N/A
Manufacturing
Patillas, Puerto Rico ..... 100,000 Owned General Offices, N/A
Manufacturing
Plailly, France ........... 33,000 Owned General Offices, N/A
European
Headquarters,
Manufacturing
Stockton, California ...... 54,000 Leased/ General Offices, May 2003
Option Manufacturing
to Purchase
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ITEM 3. LEGAL PROCEEDINGS
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 liability from any
threatened or pending litigation to be material to the Company. The Company has
not experienced any material environmental problems.
Prior to the Merger, three stockholders of Filtertek filed separate
lawsuits, each seeking to bring a class action relating to the Merger. Two of
the suits were filed on October 18, 1994, and one was filed on October 25,
1994. The suits, brought against Filtertek, Schawk and the directors of
Filtertek in the Court of Chancery for the State of Delaware on behalf of
stockholders of Filtertek other than the defendants, allege, in pertinent part,
that the defendants breached their fiduciary and other common law duties by
entering into and approving the Merger. Subsequent to the filing of these
complaints, the Merger received the requisite approval by more than 66 2/3% of
the independent stockholders at a special meeting of stockholders of Filtertek
held on December 23, 1994.
On November 29, 1995, the same three stockholders of Filtertek filed a
lawsuit against Schawk and certain of Filtertek's directors seeking to bring a
class action to recover damages on behalf of all Filtertek public shareholders
on December 30, 1994, the date when the merger became effective. The Compliant
alleges that the proxy statement disseminated in connection with the merger
contained material misstatements and omissions, in violation of Sections 14(a)
and 20(a) of the Exchange Act, 15 U.S.C. Section 78n(a), which led the minority
public shareholders to approve the merger, resulting in damages to these
shareholders. The Compliant also alleges that the individual defendants
breached their fiduciary duties as directors of Filtertek to the public
stockholders to act independently to protect the public shareholders'
interests, to ensure no conflicts of interest existed or that any such
conflicts were resolved in the best interests of the public shareholders and to
provide public shareholders with adequate information with respect to the
merger. The Company has and intends to continue to vigorously defend against
the lawsuits and believes that they are without merit. Management does not
consider the actions to be material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted to a vote of security holders for the year ended
December 31, 1995.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
SCHAWK, INC. SUPPLEMENTAL STOCKHOLDER INFORMATION
QUARTERLY FINANCIAL DATA
(Thousands of Dollars, Except Per Share Amounts)
- ---------------------------------------------------------------------------------------------------------------------
Pro Forma Net
Income Adjusted Primary and Fully
Only for Income Diluted Earnings
Net Sales Cost of Sales Net Income (Loss) Taxes (a) Per Share
- ---------------------------------------------------------------------------------------------------------------------
1995 Quarter Ended:
March 31 $ 45,420 $ 31,159 $ 1,611 $ .07
June 30 45,348 31,830 1,997 .09
September 30 40,681 29,539 947 .03
December 31 40,841 29,862 2,381 .11
-------------- -------------- ----------------- -------------------- --------------------
Total $172,290 $122,390 $ 6,936 -------------------- $ 0.29
============== ============== ================= ==================== ====================
1994 Quarter Ended:
March 31 $ 46,430 $ 28,667 $ 5,361 $ 3,395 $ 6.69
June 30 48,839 31,084 4,548 2,848 5.61
September 30 44,630 27,929 4,764 2,983 5.88
December 31 46,246 32,284 (1,204) 1,021 2.02
-------------- -------------- ----------------- -------------------- --------------------
Total $186,145 $119,964 $13,469 $10,247 $ 20.20 (d)
============== ================= ============== ==================== ====================
DIVIDENDS DECLARED
- ---------------------------------------------------------------------------------------------------------------------
Per Class A Common Share Amount
Quarter Ended: 1995 1994 (b) 1995 1994 (b)
- ---------------------------------------------------------------------------------------------------------------------
March 31 $ 0.065 $ 1,246 $ --
June 30 0.065 1,247 5,789
September 30 0.065 1,240 5,809
December 31 0.065 1,243 8,800
-------------- -------------- -------------------- --------------------
Total $ 0.260 $ 4,976 $ 20,398
============== ============== ==================== ====================
STOCK PRICES
- ---------------------------------------------------------------------------------------------------------------------
Quarter Ended: 1995 High/Low 1994 High/Low (c)
- ---------------------------------------------------------------------------------------------------------------------
March 31 11 - 8 1/4 9 7/8 - 8 1/2
June 30 9 1/ 8 - 7 3/8 10 3/4 - 8 1/4
September 30 8 3/4 - 7 1/8 13 3/8 - 9 5/8
December 31 7 3/4 - 5 7/8 13 1/8 - 9 3/8
(a) Adjusted only for pro forma income taxes in 1994. (See Note 15 to the
Schawk, Inc. audited financial statements.)
(b) Dividends declared are for the Old Schawk Companies, and do not include
amounts of the former Registrant, Filtertek, Inc. Prior to the Merger with
Filtertek, Inc. on December 30, 1994, the Old Schawk Companies were
privately held S Corporations with a limited number of shares outstanding.
Dividends were declared on the basis of stockholder cash requirements and
not necessarily on the basis of earnings. Dividends declared per share
computations have not been presented because management does not consider
this information to be meaningful prior to 1995.
(c) Stock prices for 1994 are for the former Company Filtertek, Inc. The
Registrant had 2,083 stockholders of record on November 15, 1995. The
Company's stock is listed on the NYSE.
(d) Because of the limited number of stockholders prior to the merger in
December 30, 1994, earnings per share data is not meaningful for
comparative purposes.
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ITEM 6. SELECTED FINANCIAL DATA
Year Ended December 31,
(Thousands of Dollars, Except Per 1995 1994 1993 1994 1993 1992 1991
Share Amounts) Historical Pro Forma (a) Pro Forma (a) Historical Historical Historical (d) Historical
- -----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED INCOME STATEMENT
INFORMATION
Net Sales $172,290 $186,145 $169,038 $186,145 $169,038 $110,999 $79,432
Operating Income 13,637 26,254 21,820 24,273 19,965 14,331 12,325
Income Before Income Taxes and
Minority Interest 8,090 21,016 17,640 19,035 15,785 12,854 11,706
Income Taxes 1,154 (b) 7,071 6,400 3,849 (c) 840 571 248
Net Income 6,936 12,585 9,907 13,469 14,616 12,466 11,458
Net Income Per Share $0.29 -- -- -- -- -- --
PRO FORMA INFORMATION
Pro forma Income Taxes -- -- -- 7,071 6,400 5,300 4,700
Pro forma Net Income Adjusted Only
for Income Taxes -- -- -- 10,247 9,056 7,737 7,006
Pro forma Net Income
Per Share -- $0.64 $0.49 -- -- -- --
CONSOLIDATED BALANCE SHEET
INFORMATION
Working Capital $26,875 -- $-- $25,753 $30,049 $26,186 $12,984
Total Assets 184,463 -- -- 193,925 180,193 155,756 55,401
Long-Term Debt, Capital Lease
Obligations and Redeemable
Preferred Stock 75,582 -- -- 81,090 83,271 70,803 7,172
Stockholders' Equity 76,429 -- -- 75,590 51,119 44,183 36,630
OTHER DATA
Cash Dividends per Common Share (e) $0.26 -- -- -- -- -- --
Depreciation and Amortization 16,219 -- -- 14,866 15,336 7,784 4,485
Capital Expenditures $11,027 -- -- $13,882 $19,066 $11,060 $3,747
(a) Pro forma net income includes adjustments for the Merger, purchase
accounting, and income taxes. See Note 15 to the Schawk, Inc. audited
financial statements.
(b) The 1995 tax provision includes a benefit of $1,632 for utilization of
net operating loss carryforwards.
(c) Includes a one time deferred tax charge of $3,000 for termination of S
Corporation tax election.
(d) On September 21, 1992, Old Schawk effectively acquired a controlling
interest in Filtertek which was accounted for as a purchase.
(e) Because of the limited number of stockholders prior to the Merger on
December 30, 1994, dividends per share data is not meaningful and has not
been presented prior to 1995.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BACKGROUND
Schawk has grown through a series of strategic acquisitions over the last
21 years in which many owner-manager teams of acquired firms have been
retained. Purchase terms have typically involved cash, notes and
performance-based future compensation. These acquisitions have been assimilated
and in nearly every instance have been accretive to future earnings growth.
These successful acquisitions are elements of a strategic plan to acquire
market niche companies with Fortune 500 customer lists, excellent customer
service or proprietary products and solid management which receives performance
incentives to continue to grow the business. All of Schawk's acquisitions were
in strong markets serving customers with both technological and quality
advantages. The Company believes that continued emphasis on complementary
acquisitions of companies serving targeted markets will allow it to broaden its
imaging and information technologies and plastics product offerings. The
Company also believes it has greater versatility in manufacturing and serving
its customers than smaller, less capitalized and less integrated competitors,
and that this versatility will result in greater opportunities for internal
growth and consolidation.
Schawk acquired or initiated the start-up of the following companies
during the last four years. In May 1992, Schawk acquired Lincoln Graphics, Inc.
in Cherry Hill, New Jersey. Lincoln Graphics gives the Imaging Group a strong
East Coast presence in the prepress packaging markets. In July 1992, Schawk
acquired Flexo Graphics, Inc. in Roseville, Minnesota. Flexo Graphics, Weston
Engraving and Litho Colorplate are three Imaging Group companies servicing the
Minneapolis-St. Paul packaging markets. Schawk Client Services Consulting Group
was formed during the third quarter of 1992 to service the graphic arts
software, hardware and training needs of the Imaging Group's customers. In
1994, Schawk Client Services Consulting Group was enhanced when the previous
owners of Clockface and Creole, a well-known graphic arts training company,
agreed to liquidate its operation, join the group and further develop the
technical training and education division of Schawk. In 1995, Schawk's Imaging
Group completed the acquisition of the Noral Company. The Imaging Group
combined this operation with its Total Reproductions and subsquently merged
both operations into its Schawkgraphics operation. During the first quarter of
1996, Schawk announced the intent to acquire Waselle Graphics, Inc. Waselle is
a graphics design and print production studio located in Chicago. This
acquisition will strengthen Schawk's strategy of being "closer to the
customer," through integrated services.
Schawk effectively acquired a controlling interest of the outstanding
equity of Filtertek in September 1992. On June 1, 1993, Filtertek purchased
Plastic Molded Concepts (PMC) in Eagle, Wisconsin. PMC is a manufacturer of
specialty plastic components for the healthcare and industrial industries. On
October 2, 1993, Filtertek purchased three plastics thermoforming operations:
Robinson Industries and Fuzere Midwest, both located in Huntley, Illinois, from
Schawk, and Fuzere Manufacturing Company, Inc., located in Stockton,
California, from the stockholders of Schawk (collectively, the "Robinson/Fuzere
transaction"). These thermoforming companies are now operated as the Tek
Packaging Group, Inc. The Plastics Group, during the first quarter 1996, has
executed a letter of intent to purchase 60% ownership in Acoplast, a plastic
injected molded automotive filter manufacturer in Sao Paulo, Brazil. Acoplast
will give us additional products for our automotive line as well as provide a
conduit to South American customers for our healthcare products.
During a strategic review of operations during late 1995, the Schawk, Inc.
Executive Management Team made the decision to divest PMC in Eagle, WI. PMC no
longer fits into the realigned product focus. PMC is being sold to a management
led group of employees. During the 1995 strategic review, Schawk also merged
Total Reproductions/Noral into Schawkgraphics to further increase our product
offerings and improve the operating margins of these two separate companies.
Filtertek and Schawk had been operating under common control and
management since September 1992. During that time, it became apparent to
management that combining the companies would simplify and enhance the
operations, management, and strategic direction. In November 1994, Filtertek
and Schawk agreed to merge, and,
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following receipt of the requisite stockholder approval by more than 66 2/3% of
the independent stockholders of Filtertek, Schawk merged with and into
Filtertek effective as of December 30, 1994 (the "Merger"). Filtertek's name
was changed then to Schawk, Inc.
BASIS OF PRESENTATION
The Merger was accounted for using the purchase method of accounting.
Because Schawk owned a controlling interest in Filtertek prior to the Merger,
under AICPA Accounting Interpretation 26 of Accounting Principles Board Opinion
No. 16, the Merger was required to be accounted for as if Schawk had acquired
the minority interest in Filtertek's Class A common stock outstanding at the
effective time of the Merger. Accordingly, the consolidated financial
statements of Schawk are treated as the Company's historical financial
statements in future financial reporting. Such historical financial statements
of Schawk include the results of Filtertek since Schawk's acquisition of its
controlling interest in September 1992.
In light of the changes made in accounting presentations in 1995, the
following discussion of periods prior to the consummation of the Merger
includes an analysis of (i) pro forma consolidated income statement data for
the Company; and (ii) the historical consolidated results of operations and
financial condition of Schawk, which include 100% of sales but only 60% of
earnings for 1993 and 1994, since Schawk's controlling interest in Filtertek
beginning September 1992.
Pro forma calculations:
The earnings per share presented for 1994 and 1993 are pro forma calculations.
The Company believes that the pro forma presentation best represents the actual
results of the combined operations as if they had been merged for the
comparable periods of 1994 and 1993. The actual earnings per share for Schawk
are not informative because Schawk was a privately owned S Corporation and had
a limited number of outstanding shares prior to the Merger with Filtertek on
December 30, 1994. Further, as an S Corporation, taxation of the corporate
entity was minimal. The shares outstanding in the pro forma earnings per share
calculations account for the shares exchanged in the Merger as if the exchange
occurred at the beginning of each of the periods presented. Consequently, the
minority interest in the earnings of Filtertek has been eliminated. In
addition, pro forma purchase accounting adjustments for increased goodwill
amortization, increased depreciation for fair value adjustments to property and
equipment, and reductions in compensation expense for new employee/stockholder
agreements effective January 1, 1995 have also been made to present pro forma
earnings per share. Additionally, the earnings have been adjusted as if the
Imaging Group had been taxed at regular corporate income tax rates instead of S
Corporation rates. Schawk terminated S Corporation tax status on December 30,
1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS
CONSOLIDATED RESULTS -- 1995 VERSUS 1994
NET SALES. Sales were $172.3 million for 1995 versus 1994 sales of $186.1
million. 1994 revenue was a record level due in part to labeling law changes
required by the NLEA (National Labeling and Education Act). This 7.4% decrease
in sales was due to a 16.1% decline in Imaging Group sales as clients adjusted
their typical package redesign cycles as a result of the 1994 deadline of NLEA
combined with large increases in paper prices. The result was that many of the
Imaging Group clients elected to postpone package changes from the record 1994
levels in order to use up existing packaging inventories. The Company does not
anticipate that these two factors will be repeated in the future. The Plastics
Group's sales were up 3.4% as higher healthcare and consumer sales offset a
decline in OEM automotive sales during the last half of 1995.
OPERATING INCOME AND MARGIN. Operating income for 1995 was $13.6 million, a
43.8% decrease from historical 1994 operating income of $24.3 million (a 48.1%
decrease from pro forma operating income of $26.3 million). The operating
margin declined to 7.9 % in 1995, from historical 13.0% in 1994 (pro forma
operating margin in 1994 was 14.1%). This margin decline resulted primarily
from lower sales for the Imaging Group, a high fixed cost business. The Imaging
Group took multiple steps during 1995 to lower its cost base including: a
consolidation of its operating units, a reduction in workforce and a reduction
in sales, general and administrative costs. The Plastics
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Group's operating margin also declined as a result of lower annual automotive
volume on fixed costs in the domestic filter operations, increased research and
development costs and higher material and labor costs in the packaging
operations. The Plastics Group also initiated a cost reduction program in 1995
and had a reduction in workforce and similar cutback in sales, general and
administrative costs. Higher labor content work was moved to plants with lower
direct labor costs. On a positive note, the Plastics Group's international
operations were profitable during 1995 for the first time in several years.
Additional cost measures are anticipated to continue at both product groups
during the first half of 1996.
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST. Income before income taxes
and minority interest for 1995 was $8.1 million compared with historical of
$19.0 million for the same period in 1994 (pro forma income before income taxes
and minority interest was $21.0 million in 1994). This was a 57.5% decrease in
historical income before income taxes and minority interest (a pro forma
decrease of 61.5%). Interest expense increased from $5.2 million in 1994 to
$6.3 million in 1995 due to marginally higher average interest rates and higher
average outstanding debt in 1995.
NET INCOME. Net income for 1995 declined by 48.5% to $6.9 million as compared
to historical income of $13.5 million in 1994 (pro forma income declined by
44.9% from $12.6 million). This decline was the result of the above mentioned
factors. Additionally, the 1995 tax provision contains a benefit of $1.6
million for utilization of net operating loss carryforwards for which no tax
benefit was previously recorded and 1994 contains a $1.0 million charge to
other expense for the write-off of stock offering costs.
PRO FORMA FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PRO FORMA CONSOLIDATED RESULTS -- 1994 VERSUS 1993
NET SALES. Sales were $186.1 million for 1994 versus 1993 sales of $169.0
million. This was a 10.1% increase due to steady internal growth of the
Company's existing customer base.
OPERATING INCOME AND MARGIN. Pro forma operating income for 1994 was $26.3
million, a 20.3% increase over 1993 operating income of $21.8 million. The
operating margin increased to 14.1% in 1994, from 12.9% in 1993. This margin
improvement resulted from imaging operating efficiencies, the closure of excess
manufacturing capacity in Germany, and continued improvements through
automation of manufacturing processes.
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST. Pro forma income before
income taxes and minority interest for 1994 was $21.0 million compared with
$17.6 million for the same period in 1993. This was a 19.1% increase in income
before income taxes. Interest expense increased from $4.9 million in 1993 to
$5.2 million in 1994 due to rising interest rates. The Company also recorded in
the fourth quarter a $1.0 million pre-tax charge to income related to the
proposed offering of Schawk, Inc. Class A common stock which was withdrawn from
the Securities and Exchange Commission (SEC) in March 1995.
NET INCOME. Pro forma primary and fully diluted earnings per share adjusted
for the Merger, purchase accounting, and income taxes (see Note 15 to the
Schawk, Inc. audited financial statements) for Schawk, Inc. was $0.64 for 1994,
a 30.6% increase over pro forma primary and fully diluted 1993 earnings per
share adjusted for the Merger, purchase accounting and income taxes of $0.49.
Pro forma net income increased to $12.6 million in 1994 from $9.9 million in
1993. The Company also recorded in the fourth quarter of 1994 a $0.6 million
after-tax charge to income related to the proposed offering of Schawk, Inc.
Class A common stock which was withdrawn from the SEC in March 1995.
PRO FORMA IMAGING GROUP -- 1994 VERSUS 1993
NET SALES. Sales increased 8.4% to $103.9 million in 1994 from $95.8 million
in 1993. The largest sales increases were seen in the flexographics operations
with more food and consumer products moving towards flexible packaging. This
increase was due to continued product extensions, increased product entries
into the market, and packaging label changes required by federal law.
22
24
OPERATING INCOME AND MARGIN. Operating income rose 24.6% to $20.4 million for
1994 as compared with $16.4 million for 1993. The 1994 operating margin was
19.6% as compared to the 1993 operating margin of 17.1%. This increase reflects
higher gross margins on increased sales with only modest increases in selling,
general and administrative expenses. Technology gains and enhanced training for
production personnel have improved gross margins because work moves more
quickly through the manufacturing sites.
PRO FORMA PLASTICS GROUP -- 1994 VERSUS 1993
NET SALES. Sales for the Plastics Group for 1994 increased 12.3% to $82.3
million compared with $73.2 million for 1993. The Plastics Group's sales growth
was primarily due to increases at the Tek Packaging Group's Robinson facility,
the Filtertek U.S. and French divisions and PMC.
Year over year automotive filter product sales were up 24%, consumer sales were
up 10% and industrial sales were up 30%. Healthcare filter product sales
declined 9% due in part to a significant drop in orders during the fourth
quarter 1994 as healthcare customers reduced inventories.
OPERATING INCOME AND MARGIN. Operating income for 1994 increased 7.9% to $4.1
million in 1994 from $3.8 million in 1993. The 1994 operating margin for this
group was 5.0% as compared with the 1993 operating margin of 5.2%. Margins
continued to lag in Europe from pricing pressures and the closing of the German
manufacturing facility and assimilation of much of its volume into other
operations. Margins also were impacted by the greater percentage of automotive
product orders which have lower product margins than the healthcare, industrial
and consumer segments.
MANAGEMENT'S DISCUSSION AND ANALYSIS
HISTORICAL FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HISTORICAL CONSOLIDATED RESULTS -- 1994 VERSUS 1993
NET SALES. Historical sales for this period were identical to the pro forma
sales (see page 21).
OPERATING INCOME AND MARGIN. Operating income increased by 21.6% from $20.0
million in 1993 to $24.3 million in 1994. Operating margin improved from 11.8%
in 1993 to 13.0% in 1994. This increase reflects higher gross margins on
increased sales with only modest increases in selling, general and
administrative expenses. A faster generation of equipment and a well-trained
workforce which can take advantage of such technology advances has improved
gross margins because work moves more quickly through the manufacturing sites.
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST. Income before income taxes
and minority interest for 1994 was $19.0 million, up 20.6% from $15.8 million
in 1993 as a result of the above discussion regarding net sales and operating
income and margin.
NET INCOME. Net income for 1994 was $13.5 million, down 7.8% from $14.6
million in 1993. The 1994 income tax provision includes a $3.0 million
adjustment to reflect the termination of the S Corporation status of Schawk.
Additionally, 1994 reflects a $0.6 million after-tax charge related to the
proposed offering of Schawk, Inc. Class A common stock which was withdrawn from
the SEC in March 1995.
LIQUIDITY AND CAPITAL RESOURCES
Schawk has a $55.0 million multicurrency Revolving Credit Agreement (reduced
voluntarily by the Company from $100.0 million at inception as a result of
entering private debt placement, see below) to provide financing, acquisition
funding and working capital flexibility. The agreement was effective in June
1995 and matures in June 2000. Advances under the revolver bear interest at an
annual rate equal to either the Eurodollar interest rate plus a scaled premium
or at the election of the Company, the lender's prime rate. The blended
interest rate for the year ended December 31, 1995 was 6.6%. On December 31,
1995, advances under the revolver were $28.8 million, down from the December
31, 1994 level of $74.3 million. Amounts borrowed and repaid under the facility
may be borrowed again from time to time up to the current maximum of $55.0
million.
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Schawk has an interest rate swap (floating to fixed) which sets the rate of
interest on the revolving credit facility at 5.81%. See Note 8 to the Schawk,
Inc. audited financial statements. The swap amount at December 31, 1995 was
$16.0 million. If the swap was terminated at December 31, 1995, Schawk would
owe the bank $75,000.
In connection with the Merger, Schawk issued notes payable in payment of the
$8.8 million S Corporation dividend to the Schawk Family. These notes bear
interest at 5% per annum and are payable on demand. At December 31, 1995, the
amount owing on these notes was $5.8 million.
The Company entered into a private placement of debt on August 18, 1995, for
$40.0 million with a term from 1999 through 2004 (averaging seven years) at an
average rate of 6.85%. This long-term debt agreement replaced part of the
revolving credit agreement (see above).
CASH FLOWS
The Company's working capital at December 31, 1995 was $26.9 million,
representing a 4.4% increase over the 1994 year-end level of $25.8 million.
Management believes that the level of working capital is adequate for the
Company's liquidity needs related to normal operations both currently and in
the foreseeable future, and that the Company has sufficient resources to
support its growth, either through currently available cash, through cash
generated from future operations, or through short-term or long-term financing.
The Company currently pays a regular quarterly dividend on the Class A common
stock of $0.065 per share, or $0.26 per share annually. The Company also pays a
5% dividend on its preferred stock.
The Company had combined capital expenditures for 1995 of $11.0 million. The
Schawk combined capital expenditures during 1994 were $13.9 million, and $19.1
million during 1993. The expenditures were primarily due to acquisitions,
building renovations, the purchase of several properties and new equipment.
Capital expenditures were reduced during 1995 due to slower sales.
Combined depreciation and amortization for Schawk was $15.3 million in 1993,
$14.9 million in 1994 and $16.2 million for the year ended 1995. Acquisitions
during 1994 and 1995 were negligible.
In 1995, the Company repaid $9.0 million on its debt to both the notes payable
and on its long-term debt. Additionally, $1.7 million of common stock were
repurchased on the open market under authorization from the Company's buyback
program.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements Covered by Report of Independent Auditors
Page
----
Management's Responsibilities for Financial Reporting 26
Reports of Independent Auditors 27
FINANCIAL STATEMENTS
Consolidated Balance Sheets --
December 31, 1995 and 1994 30
Consolidated Statements of Income -- Years Ended
December 31, 1995, 1994 and 1993 31
Consolidated Statements of Stockholders' Equity --Years Ended
December 31, 1995, 1994 and 1993 32
Consolidated Statements of Cash Flows --Years Ended
December 31, 1995, 1994 and 1993 33
Notes to Consolidated Financial Statements 34
FINANCIAL STATEMENT SCHEDULES:
SCHEDULE II -- Valuation Reserves 55
Financial Data Schedule Exhibit 27
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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. Annual Report to Stockholders. 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. Their report relies on the
report of Arthur Andersen LLP, which audited the Company's Plastics Groups in
1994 and 1993. As part of their audit of the Company's financial statements,
Ernst & Young LLP and Arthur Andersen 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 and Arthur Andersen 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 accountants to discuss the Company's internal
accounting controls, auditing and financial reporting matters. The independent
accountants have unrestricted access to the Audit Committee.
_______________________________ _______________________________
David A. Schawk Marie Meisenbach Graul
President and Chief Executive Officer Chief Financial Officer and Treasurer
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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, 1995 and 1994, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 1995. Our audits also included the financial
statement schedules listed in the index at item 14a. These financial statements
and schedules are the responsibility of Schawk, Inc. management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the 1994 and 1993 financial statements of
Filtertek, Inc. (the Plastics Group of Schawk, Inc.), which statements reflect
total assets of $77,723,000 as of December 30, 1994 and total revenues of
$82,257,000 and $73,183,000 for the period ended December 30, 1994 and the year
ended December 31, 1993, respectively. Those statements were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as it
relates to 1994 and 1993 data included for the Plastics Group, is based solely
on the report of other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. 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 and the report of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Schawk, Inc. at
December 31, 1995 and 1994, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles. Also in
our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in
all material respects the information set forth therein.
Chicago, Illinois
February 9, 1996 Ernst & Young LLP
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Schawk, Inc.
We have audited the consolidated balance sheets of Filtertek, Inc. and
subsidiaries (a Delaware corporation and subsidiary of Schawk, Inc.; previously
a combined entity of Filtertek, Inc. and Filtertek de Puerto Rico, Inc., see
Note 1) as of December 30, 1994 and December 31, 1993, and the related
consolidated statements of income, cash flows and stockholders' equity for the
period ended December 30, 1994 and for the years ended December 31, 1993 and
1992, not separately presented herein. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. As discussed in Note
2, on October 2, 1993, the Company acquired Fuzere Manufacturing Company, Inc.,
Fuzere Midwest, and Robinson Industries ("Robinson/Fuzere") in a purchase
transaction between companies under common control and accounted for it as
though it was effective September 22, 1992, in a manner similar to
pooling-of-interests accounting. We did not audit the statements of income of
Robinson/Fuzere for the nine months ended September 30, 1993. Such statements
are included in the consolidated financial statements of Filtertek, Inc. and
subsidiaries. The net sales and net income of Robinson/Fuzere for the period
covered by the report of the other auditors represent 17 percent and 35
percent, respectively, of the total consolidated net sales and net income for
the year ended December 31, 1993. These financial statements were audited by
other auditors whose report has been furnished to us, and our opinion, insofar
as it relates to the amounts included in those financial statements, is based
solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. 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 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 and the report of the other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Filtertek, Inc. and
subsidiaries as of December 30, 1994 and December 31, 1993, and the
consolidated results of operations and cash flows for the period ended December
30, 1994 and for the years ended December 31, 1993, and 1992 in conformity with
generally accepted accounting principles.
Chicago, Illinois ARTHUR ANDERSEN LLP
February 17, 1995
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REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Fuzere Manufacturing Company, Inc.
Robinson Industries, and Fuzere Midwest
We have audited the combined balance sheet of Fuzere Manufacturing
Company, Inc., Robinson Industries, and Fuzere Midwest (Companies) as of
September 30, 1993, and the related combined statements of income and retained
earnings, and cash flows for the nine months ended September 30, 1993 (not
presented separately herein). These financial statements are the responsibility
of the Companies' management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Fuzere
Manufacturing Company, Inc., Robinson Industries, and Fuzere Midwest at
September 30, 1993 and the combined results of their operations and their cash
flows for the nine months ended September 30, 1993, in conformity with
generally accepted accounting principles.
Chicago, Illinois ERNST & YOUNG LLP
November 12, 1993
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31
Schawk, Inc.
Consolidated Balance Sheets
(Thousands of Dollars)
DECEMBER 31,
1995 1994
--------------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,917 $ 2,288
Trade accounts receivable, less allowance for doubtful accounts
of $984 in 1995 and $947 in 1994 29,865 31,221
Inventories 16,806 19,078
Prepaid expenses and other 3,463 3,464
Deferred income taxes 1,504 1,184
--------------------
Total current assets 53,555 57,235
Property and equipment - net 76,540 81,450
Excess of cost over net assets acquired, less accumulated amortization
of $6,331 in 1995 and $4,516 in 1994 47,858 48,287
Other intangible assets, less accumulated amortization of $2,336 in 1995
and $1,788 in 1994 873 1,321
Other 5,637 5,632
--------------------
Total assets $184,463 $193,925
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 7,943 $ 6,719
Accrued expenses 11,750 13,908
Notes payable to stockholders 5,765 8,780
Current portion of long-term debt and capital lease obligations 1,222 2,075
--------------------
Total current liabilities 26,680 31,482
Long-term debt 69,907 75,059
Capital lease obligations 5,675 6,031
Other 1,036 1,209
Deferred income taxes 4,736 4,554
Commitments and contingencies
Stockholders' equity:
Common stock 165 164
Preferred stock -- --
Additional paid-in capital 75,506 75,412
Retained earnings 4,573 3,971
Cumulative foreign currency translation adjustment (450) (947)
--------------------
79,794 78,600
Treasury stock, at cost (2,695) (2,325)
Notes receivable from employees (670) (685)
--------------------
76,429 75,590
--------------------
Total liabilities and stockholders' equity $184,463 $193,925
====================
See accompanying notes.
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32
Schawk, Inc.
Consolidated Statements of Income
(Thousands of Dollars, Except Per Share Amounts)
YEAR ENDED DECEMBER 31
---------------------------------
1995 1994 1993
---------------------------------
Net sales $172,290 $186,145 $169,038
Cost of sales 122,390 119,964 109,549
Selling, general, and administrative expenses 36,263 41,908 39,524
---------------------------------
Operating income 13,637 24,273 19,965
Other income (expense):
Interest and dividend income 737 997 627
Interest expense (6,279) (5,231) (4,922)
Other (5) (1,004) 115
---------------------------------
(5,547) (5,238) (4,180)
---------------------------------
Income before income taxes and minority interest 8,090 19,035 15,785
Income tax provision:
Subsequent to termination of S Corporation status 1,154 -- --
Prior to termination of S Corporation status -- 849 840
Deferred income tax charge related to termination of
S Corporation status -- 3,000 --
---------------------------------
Income before minority interest 6,936 15,186 14,945
Minority interest in net income of consolidated subsidiary -- (1,717) (329)
---------------------------------
Net income $ 6,936 $ 13,469 $ 14,616
=================================
Primary and fully diluted earnings per share $ 0.29
Weighted average number of common and common equivalent
shares outstanding 19,203
PRO FORMA DATA (unaudited):
Pro forma income taxes $ 7,071 $ 6,400
Pro forma net income adjusted only for income taxes 10,247 9,056
Pro forma net income adjusted for merger, purchase accounting
and income taxes (Note 15) 12,585 9,907
Pro forma primary and fully diluted earnings per share
adjusted for merger, purchase accounting, and income
taxes 0.64 0.49
Pro forma weighted average number of common and common
equivalent shares outstanding 19,543 20,105
See accompanying notes.
31
33
Schawk, Inc.
Consolidated Statements of Stockholders' Equity
Years ended December 31, 1993, 1994, and 1995
(Thousands of Dollars)
SCHAWK, INC.
----------------------------------------------
OLD
SCHAWK
COMPANIES CLASS A CLASS B SERIES A SERIES B
COMMON COMMON COMMON PREFERRED PREFERRED
STOCK STOCK STOCK STOCK STOCK
---------------------------------------------------------------------------------
Balance at December 31, 1992 $ 108 $ -- $ -- $ -- $--
Net income -- -- -- -- --
Capital contribution to Fuzere
Manufacturing Company, Inc. -- -- -- -- --
Capital contribution to Flexo Graphics, Inc. -- -- -- -- --
Dividends -- -- -- -- --
Cumulative foreign currency translation
adjustment -- -- -- -- --
Other -- -- -- -- --
---------------------------------------------------------------------------------
Balance at December 31, 1993 108 -- -- -- --
Net income -- -- -- -- --
Capital contribution to Flexo Graphics, Inc. -- -- -- -- --
Dividends -- -- -- -- --
Cumulative foreign currency translation
adjustment -- -- -- -- --
Issuance of Series A preferred stock -- -- -- -- --
Issuance of Series B preferred stock -- -- -- -- --
Deemed purchase of minority interest -- -- -- -- --
Recapitalization for merger (108) 155 9 -- --
---------------------------------------------------------------------------------
Balance at December 31, 1994 -- 155 9 -- --
Net income -- -- -- -- --
Sale of Class A and B common stock -- -- -- -- --
Purchase of Class A and B treasury stock -- -- -- -- --
Cumulative foreign currency translation
adjustment -- -- -- -- --
Conversion of Series A preferred stock -- 1 -- -- --
Issuance of Class A common stock under
dividend reinvestment program -- -- -- -- --
Cash dividends -- -- -- -- --
---------------------------------------------------------------------------------
Balance at December 31, 1995 $ -- $ 156 $ 9 $ -- $--
=================================================================================
CUMULATIVE
FOREIGN NOTES
ADDITIONAL CURRENCY RECEIVABLE
PAID-IN RETAINED TRANSLATION TREASURY FROM
CAPITAL EARNINGS ADJUSTMENT STOCK EMPLOYEES
---------------------------------------------------------------------------------
Balance at December 31, 1992 $14,849 $32,304 $ (816) $(2,262) $ --
Net income -- 14,616 -- -- --
Capital contribution to Fuzere
Manufacturing Company, Inc. 1,550 -- -- -- --
Capital contribution to Flexo Graphics, Inc. 198 -- -- -- --
Dividends -- (8,801) -- -- --
Cumulative foreign currency translation
adjustment -- -- (577) -- --
Other (38) (12) -- -- --
---------------------------------------------------------------------------------
Balance at December 31, 1993 16,559 38,107 (1,393) (2,262) --
Net income -- 13,469 -- -- --
Capital contribution to Flexo Graphics, Inc. 198 -- -- -- --
Dividends -- (20,398) -- -- --
Cumulative foreign currency translation
adjustment -- -- 446 -- --
Issuance of Series A preferred stock 22,000 (22,000) -- -- --
Issuance of Series B preferred stock 5,207 (5,207) -- -- --
Deemed purchase of minority interest 31,502 -- -- -- --
Recapitalization for merger (54) -- -- (63) (685)
---------------------------------------------------------------------------------
Balance at December 31, 1994 75,412 3,971 (947) (2,325) (685)
Net income -- 6,936 -- -- --
Sale of Class A and B common stock 95 -- -- 130 (130)
Purchase of Class A and B treasury stock -- -- -- (1,833) 145
Cumulative foreign currency translation
adjustment -- -- 497 -- --
Conversion of Series A preferred stock (1) -- -- -- --
Issuance of Class A common stock under
dividend reinvestment program -- -- -- 1,333 --
Cash dividends -- (6,334) -- -- --
---------------------------------------------------------------------------------
Balance at December 31, 1995 $75,506 $ 4,573 $ (450) $(2,695) $(670)
=================================================================================
See accompanying notes.
32
34
Schawk, Inc.
Consolidated Statements of Cash Flows
(Thousands of Dollars)
YEAR ENDED DECEMBER 31,
1995 1994 1993
-------------------------------------
OPERATING ACTIVITIES
Net income $6,936 $13,469 $ 14,616
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 16,219 14,866 15,336
Deferred income taxes (138) 3,051 (13)
Other 243 (147) (1,291)
Changes in operating assets and liabilities, net of
effects from acquisitions:
Trade accounts receivable 1,356 (1,146) (2,018)
Inventories 2,272 (1,509) (715)
Prepaid expenses and other 1 (169) (1,058)
Trade accounts payable and accrued expenses (934) 285 1,682
-------------------------------------
Net cash provided by operating activities 25,955 28,700 26,539
INVESTING ACTIVITIES
Purchases of property and equipment (11,027) (13,882) (19,066)
Cash proceeds from disposals of property and equipment 96 1,423 333
Advances from (to) related parties -- 1,238 (410)
Acquisitions, net of cash acquired (395) (618) (13,414)
Other 475 (401) 347
-------------------------------------
Net cash used in investing activities (10,851) (12,240) (32,210)
FINANCING ACTIVITIES
Proceeds from debt 44,500 22,495 45,253
Principal payments on debt (50,538) (25,035) (32,434)
Principal payments on capital lease obligations (323) (293) (192)
Principal payments on notes payable to stockholders (3,015) -- --
Cash dividends (5,002) (12,878) (9,165)
Purchase of common stock (1,688) (1,960) --
Issuance of common stock 94 57 1,085
Increase in additional paid-in capital, net -- 198 1,748
Capital contribution to Fuzere Manufacturing Company, Inc. -- -- 1,578
Effect of foreign currency exchange rates (179) (175) (99)
Other 676 (114) --
-------------------------------------
Net cash (used in) provided by financing activities (15,475) (17,705) 7,774
-------------------------------------
Net (decrease) increase in cash and cash equivalents (371) (1,245) 2,103
Cash and cash equivalents beginning of year 2,288 3,533 1,430
-------------------------------------
Cash and cash equivalents end of year $1,917 $2,288 $ 3,533
=====================================
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Issuance of note in connection with acquisition $ 807 -- --
Dividends issued in the form of Class A common stock 1,333 -- --
See accompanying notes.
33
35
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Schawk, Inc. (the Company) operates in two business segments, imaging and
plastics. The imaging segment provides prepress imaging arts services primarily
to the consumer products industries located in the United States. The plastics
segment develops and manufactures insert injection molded plastic filtration
elements and custom specialty plastic products for the automotive, healthcare
and industrial markets. The plastics segment also manufactures thermoform
visual and specialty packaging for the general commercial, healthcare, and
consumer markets. The Company operates plastics manufacturing facilities in the
United States, Puerto Rico, Ireland, and France.
The imaging segment consists of the company known as Schawk, Inc. (Old Schawk)
and companies previously affiliated through common ownership, Lincoln Graphics,
Inc. and Flexo Graphics, Inc., collectively, the Old Schawk Companies. The
plastics segment consists of the previously 60% owned subsidiaries, Filtertek,
Inc. and subsidiaries (Filtertek or the Filtertek Companies).
On December 30, 1994, the Old Schawk Companies merged with and into Filtertek
(the Merger). Pursuant to the Merger, Filtertek issued an aggregate of
16,245,399 shares of Class A common stock, 22,000 shares of Series A preferred
stock, and 5,207 shares of Series B preferred stock to the stockholders of the
Old Schawk Companies, and the shares of Filtertek's Class A common stock
previously held by Old Schawk (which had a controlling interest prior to the
Merger) were cancelled. The new Company was renamed Schawk, Inc.
Because Old Schawk owned a controlling interest of Filtertek prior to the
Merger, AICPA Accounting Interpretation 26 of Accounting Principles Board
Opinion No. 16 requires that the Merger be accounted for as if the Old Schawk
Companies acquired all the remaining Class A common stock of Filtertek.
The accompanying consolidated financial statements include the accounts of the
Old Schawk Companies and the Filtertek Companies based upon Old Schawk's
effective control as of September 21, 1992. All significant intercompany
balances and transactions have been eliminated. The Company's consolidated
balance sheet beginning December 31, 1994 reflects the accounting as described
in the previous paragraph as of the date of the Merger and includes purchase
accounting adjustments for the portion of Filtertek (40%) not owned by Old
Schawk prior to the Merger.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
INVENTORIES
Inventories are stated at the lower of cost or market. Certain inventories,
which approximate 10% in 1995, and 11% in 1994, respectively, of total
inventories, 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.
34
36
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment, including capitalized leases, are stated at cost, less
accumulated depreciation and amortization and are 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.
INTANGIBLE ASSETS
Intangible assets are comprised primarily of excess of cost over net assets
acquired (goodwill) and noncompete agreements. Goodwill acquired is being
amortized using the straight-line method over periods ranging from 5 to 40
years. The Company continually evaluates the existence of goodwill impairment
on the basis of whether the goodwill is fully recoverable from projected,
undiscounted net cash flows of the related business unit. Noncompete agreements
are being amortized using the straight-line method over the terms of the
agreements ranging from 1 to 5 years.
FOREIGN CURRENCY TRANSLATION
Foreign currency assets and liabilities are translated at the rate of exchange
existing at year-end, and income amounts are translated at the average of the
monthly exchange rates. Gains and losses resulting from the translation of
foreign currency financial statements are deferred and classified as a separate
component of stockholders' equity.
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.
The Old Schawk Companies elected to be taxed as S Corporations under applicable
provisions of the Internal Revenue Code (IRC). S Corporation income for federal
income tax purposes is treated substantially as if the company were a
partnership, and, therefore, is not ordinarily subject to federal income tax.
Upon consummation of the Merger, Schawk, Inc. recorded a provision for deferred
income taxes of $3,000 to reflect the termination of the S Corporation status
of the Old Schawk Companies. For informational purposes, the statements of
income for 1993 and 1994 include an unaudited pro forma adjustment for income
taxes which would have been recorded if these companies had been C
Corporations, based on the tax laws in effect during those periods. Filtertek
is a C Corporation under applicable provisions of the Internal Revenue Code.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities 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.
35
37
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain amounts in the 1993 and 1994 financial statements have been
reclassified to conform to the 1995 presentation.
NOTE 3. ACQUISITIONS
The following acquisitions have been accounted for using the purchase method of
accounting. Accordingly, the purchase price has been allocated to the
respective net assets acquired based on the fair value of such assets,
including certain noncompete agreements and liabilities as of the date of the
acquisitions, and the results of operations have been included in the
accompanying consolidated statements of income from the effective date of the
acquisitions.
FILTERTEK
On September 21, 1992, Old Schawk acquired 2,884,596 shares of Class A common
stock and 254,363 stock options of Filtertek for approximately $43,573 in cash.
On January 5, 1993, Old Schawk acquired an additional 744,939 shares of Class A
common stock of Filtertek for $10,770 in cash. As a result, Schawk had
effective control of Filtertek as of September 21, 1992. The following
summarizes the purchase price allocation and cash paid. The fair value of
assets acquired includes a step up in basis by Old Schawk's ownership interest
(60%) of the excess of fair value of the related assets over their net book
values at the date of acquisition.
Fair value of assets acquired $ 31,416
Fair value of stock options acquired 1,065
Cost in excess of net assets acquired 34,505
Liabilities assumed (12,643)
--------
Cash paid $ 54,343
========
During 1994, Old Schawk acquired approximately 51,000 additional shares of
Filtertek for $618. On December 30, 1994, the Old Schawk Companies merged with
and into Filtertek. As described in Note 1, the Merger was accounted for as if
the Old Schawk Companies had acquired all the remaining Class A common stock of
Filtertek. The following summarizes the purchase price allocation in
connection with the Merger:
Fair value of remaining Filtertek Class A common stock $ 31,502
Elimination of minority interest (18,017)
--------
13,485
Increase of property and equipment to fair value (4,252)
--------
Increase to cost in excess of net assets acquired $ 9,233
========
The cost in excess of net assets acquired is being amortized over 40 years.
All of Class A common stock and stock options acquired by the Old Schawk
Companies on September 21, 1992, were cancelled pursuant to the terms of the
Merger.
36
38
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 4. RELATED PARTY TRANSACTIONS
Included in prepaid expenses and other at December 31, 1995 and 1994, was
approximately $362 and $141, respectively, of advances to Geneva Waterfront,
Inc., which is owned by a stockholder of the Company. Interest is charged on
these balances at the prime rate.
Stockholders' equity has been reduced by approximately $670 and $685 for notes
receivable from employees at December 31, 1995 and 1994, respectively. The
notes are non-interest-bearing demand notes collateralized by Class B common
stock.
The Company has approximately $5,765 and $8,780 in notes payable at December
31, 1995 and 1994, respectively, payable to certain stockholders. The notes
bear interest at 5%. Interest expense related to these notes was $328, $100 and
$108 for 1995, 1994 and 1993, respectively.
NOTE 5. INVENTORIES
Inventories consist of the following:
DECEMBER 31,
1995 1994
------- -------
Raw materials $ 6,432 $ 7,633
Work in process 6,565 6,792
Finished goods 4,522 5,298
------- -------
17,519 19,723
Less: LIFO reserve (713) (645)
------- -------
$16,806 $19,078
======= =======
NOTE 6. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
DECEMBER 31,
1995 1994
-------- --------
Land and improvements $ 2,315 $ 2,315
Buildings and improvements 35,998 35,390
Machinery and equipment 85,067 81,782
Leasehold improvements 2,786 3,167
Building and improvements under capital leases 7,500 7,500
-------- --------
133,666 130,154
Accumulated depreciation and amortization 57,126 48,704
-------- --------
$ 76,540 $ 81,450
======== ========
37
39
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 6. PROPERTY AND EQUIPMENT (CONTINUED)
Accumulated depreciation and amortization includes $1,916 and $1,501 for
building and improvements under capital leases at December 31, 1995 and 1994,
respectively. Depreciation and amortization expense for property and equipment
was $13,937, $12,868 and $13,089 in 1995, 1994 and 1993, respectively.
NOTE 7. ACCRUED EXPENSES
Accrued expenses consist of the following:
DECEMBER 31,
1995 1994
------- -------
Accrued compensation and payroll taxes $ 6,970 $ 8,805
Accrued income taxes 879 557
Other 3,901 4,546
------- -------
$11,750 $13,908
======= =======
NOTE 8. LONG-TERM DEBT
Long-term debt consists of the following:
DECEMBER 31,
1995 1994
------- -------
SCHAWK, INC.
Revolving credit facility $28,800
Series A senior note payable 10,000
Series B senior note payable 30,000
Other 1,974
OLD SCHAWK
Revolving credit facility $46,000
Other 1,654
FILTERTEK
Revolving credit facility 28,300
Deutsche Mark line of
credit, due April 1995
(interest at Eurodeutsche
mark rate plus 0.5%) 645
Other 213
------- -------
70,774 76,812
Less: Current portion (867) (1,753)
------- -------
$69,907 $75,059
======= =======
38
40
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 8. LONG-TERM DEBT (CONTINUED)
SCHAWK, INC.
On June 30, 1995, Schawk, Inc. entered into a revolving credit facility with
four participating banks replacing the Company's revolving credit facility in
its entirety. The maximum borrowing amount of $80,000 was reduced voluntarily
by the Company to $55,000 at December 31, 1995. The borrowing limit will be
further reduced by $7,500 annually until its termination date on June 30, 2000.
The revolving credit facility bears interest at the offshore borrowing rate
(5.6875% to 5.9375% at December 31, 1995) of the lead lender plus .625% through
June 30, 1996 or the Lender's alternative base rate (8.5% at December 31,
1995), as determined by the Company. After June 30, 1996, the rate may range
from the offshore borrowing rate plus .40% to .875% based on financial
statement ratios of the Company. The unused facility carries an annual .20%
commitment fee. Borrowings under the revolving credit facility are unsecured
but are subject to certain restrictive covenants including, among other things,
restrictions on the payment of dividends or other distributions to
stockholders. The Company may pay cash dividends to its stockholders in an
amount not in excess of $0.26 per common share per year through June 30, 1996
and thereafter redeem or otherwise acquire shares of its common stock for cash
solely out of 50% of consolidated net income accrued during the period
beginning July 1, 1996 to the end of the most recent fiscal quarter ending at
least 45 days prior to the date of such payment. The Company may declare or pay
cash dividends on preferred stock not to exceed $2,000 in any year. In
addition, the facility requires the Company to maintain certain net worth,
interest coverage, fixed charge coverage and other financial ratio
requirements. At December 31, 1995, there was approximately $16,200 of unused
credit available under the terms of the credit facility.
In November 1992, Old Schawk entered into an interest rate swap agreement to
hedge the impact of changes in interest rates on its revolving credit facility.
The agreement converts the interest rate on the revolving credit facility to a
fixed rate of 5.81%. The agreement applies to $16,000 of the outstanding
principal balance, decreasing by $2,000 each quarter until termination in
October 1997. If the swap was terminated at December 31, 1995, it would result
in a net payment by the Company of approximately $75. Net amounts paid or
received on interest rate swap agreements that qualify as hedges are recognized
over the term of the agreement as an adjustment to interest expense. Realized
gains and losses resulting from the termination of interest rate swap
agreements are recognized in the period the agreement is terminated.
On August 18, 1995, the Company entered into a senior note agreement for
$10,000 Series A senior notes and $30,000 Series B senior notes. The proceeds
from these notes were used to repay a $20 million short-term credit agreement
and a portion of the $80 million revolving credit facility. The Series A notes
bear interest at 6.58% and are payable in installments of $5 million in 1999
and 2000. The Series B notes bear interest at 6.98% and are payable in
installments of $6 million from 2001 to 2004. The notes are subject to
prepayment in whole or in part on or after August 18, 1996. Borrowings under
the Series A and B senior notes are unsecured but are subject to certain
restrictive covenants. In addition, the agreement requires the Company to
maintain certain net worth and other financial ratio requirements. The fair
value of the senior notes approximates the carrying value at December 31, 1995.
39
41
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 8. LONG-TERM DEBT (CONTINUED)
Annual maturities of all long-term debt at December 31, 1995 are as follows:
1996 $ 867
1997 452
1998 193
1999 5,199
2000 33,941
Thereafter 30,122
-------
$70,774
=======
OLD SCHAWK AND FILTERTEK
At December 31, 1994, Old Schawk had available a revolving credit agreement
bearing interest at the Eurodollar interest rate plus .625% (6.10% at December
31, 1994), as defined, or the Lenders' alternate base rate (6.5% at December
31, 1994), as defined, as determined by the Company. Also, at December 31,
1994, Filtertek had available a revolving credit agreement bearing interest at
an average banking rate which approximates prime (8.5% at December 31, 1994),
or LIBOR plus 0.5% (6.5% at December 31, 1994) as determined by Filtertek.
These facilities were terminated in conjunction with entering into the Schawk,
Inc. revolving credit facility on June 30, 1995.
Interest paid on long-term debt during the years ended December 31, 1995, 1994
and 1993 was approximately $5,071, $5,375 and $5,803, respectively.
40
42
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 9. STOCKHOLDERS' EQUITY
Stockholders' equity includes the following:
DECEMBER 31,
1995 1994
------------------------
Common stock:
Class A voting, $0.008 par value, 40,000,000 shares
authorized; 19,559,771 and 19,388,852 shares issued at
December 31, 1995 and 1994, respectively; 19,310,840 and
19,175,840 shares outstanding at December 31, 1995 and 1994,
respectively $ 156 $ 155
Class B nonvoting, $0.05 par value, 200,000 shares
authorized; 172,281 shares issued; 135,310 and 138,432 shares
outstanding at December 31, 1995 and 1994, respectively 9 9
------------------------
$ 165 $ 164
========================
Preferred stock, 1,000,000 shares authorized:
Series A, $0.01 par value, 19,800 and 22,000 shares issued
and outstanding at December 31, 1995 and 1994, respectively $ -- $ --
Series B, $0.01 par value, 5,207 shares issued and outstanding -- --
------------------------
$ -- $ --
========================
Treasury stock:
248,931 and 213,012 shares Class A at December 31, 1995 and
1994, respectively, and 36,971 and 33,849 shares Class B at
December 31, 1995 and 1994, respectively, at cost $ 2,695 $ 2,325
========================
In December 1994, prior to the Merger, the Old Schawk Companies paid a dividend
of previously taxed and undistributed S Corporation earnings of the Old Schawk
Companies to the existing stockholders in the form of notes payable in the
aggregate amount of $8,800 plus an aggregate of 27,207 shares of preferred
stock.
On December 30, 1994, the Company issued 22,000 shares of Series A preferred
stock and 5,207 shares of Series B preferred stock. The Series A preferred
shares are mandatorily redeemable by the Company on December 31, 2004, or, at
the option of the Board, on any December 31, through December 31, 2003, by
issuing to the holder the number of shares of Class A common stock equal to the
sum of $1,000 plus an amount equal to all accumulated and unpaid dividends per
share divided by $13.80, or cash in the amount of the fair market value, as
defined, of the number of shares of Class A common stock. On December 30, 1995,
the Company issued 159,420 Class A common shares in exchange for 2,200 shares
of Series A preferred stock. The Series B preferred shares are mandatorily
redeemable by the Company on December 31,1999 under the same redemption formula
as Series A. The Series B shares are also mandatorily redeemable on the date of
the consummation of any offering or private placement of the Company's debt or
equity the gross proceeds of which exceed $25,000. The Company shall redeem all
outstanding shares of Series B preferred stock with respect to each such share
$1,000 in cash plus all accumulated and unpaid dividends per share. Dividends
shall accrue on each share of preferred stock at the rate of 5.0% per year and
are payable quarterly. Holders of preferred shares are entitled to limited
voting rights.
41
43
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 9. STOCKHOLDERS' EQUITY (CONTINUED)
In the event of liquidation, dissolution or winding up of the Company, the
holders of Series A preferred stock are entitled to be paid out of the assets
of the Company available for distribution to its stockholders, before any
payment to any holders of common stock or any holders of Series B preferred
stock, an amount equal to $1,000 per share plus all accumulated and unpaid
dividends.
Upon the liquidation, dissolution or winding up of the Company, the holders of
Class A common and Class B common stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding preferred stock,
until the holders of Class B common stock have received distributions (maximum
amount of $10) equal to the par value of their shares. Thereafter, all
distributions shall be made for the benefit of the holders of Class A common
stock.
NOTE 10. INCOME TAXES
The provision (credit) for income taxes is comprised of the following:
YEAR ENDED DECEMBER 31
1995 1994 1993
-----------------------------
Current:
U.S./Puerto Rico $ 1,099 $ 76 $ 212
State 193 722 635
Foreign -- -- 6
-----------------------------
1,292 798 853
Deferred:
U.S./Puerto Rico (131) 2,404 87
State (23) 390 --
Foreign 16 257 (100)
-----------------------------
(138) 3,051 (13)
-----------------------------
Total $ 1,154 $ 3,849 $840
=============================
On December 30, 1994, the effective date of the Merger, Schawk, Inc. recorded a
$3,000 deferred income tax charge related to the termination of the S
Corporation status of the Old Schawk Companies. The 1995 income tax provision
includes a benefit of $1,632 for utilization of net operating loss
carryforwards for which no tax benefit was previously recorded.
42
44
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 10. INCOME TAXES (CONTINUED)
Components of deferred income tax assets and liabilities (tax affected) are as
follows:
DECEMBER 31,
1995 1994
-----------------
Current deferred income taxes:
Inventory $ 256 $ 82
Accruals and reserves not currently deductible 2,045 702
Offering costs -- 400
Other (797) --
-----------------
Net current asset $ 1,504 $ 1,184
=================
Noncurrent deferred income taxes:
Depreciation $(1,253) $(1,228)
Property and equipment acquisition
basis differences (3,040) (3,419)
Net operating losses and other credit carryforwards 1,100 4,680
Other (993) 93
Valuation allowance (550) (4,680)
-----------------
Noncurrent liability (4,736) $(4,554)
=================
A reconciliation between the provision for income taxes computed by applying
the Federal statutory tax rate to income before income taxes and minority
interest and the actual provision is as follows:
YEAR ENDED DECEMBER 31,
1995 1994 1993
------------------------
Income taxes at statutory rate 34.0% 34.0% 34.0%
Difference between foreign and statutory tax rate (11.8) (39.8) (131.6)
Net operating loss carryforward not previously benefited (20.2) -- --
Nondeductible expenses 9.3 6.9 10.1
State income taxes 2.2 3.8 4.0
European operating losses not benefited -- -- 98.0
S Corporation earnings of acquired entities -- -- (10.7)
Deferred tax related to S Corporation termination -- 15.8 --
Other 0.8 (0.5) 1.5
------------------------
14.3% 20.2% 5.3%
========================
The Company's Puerto Rican operation is exempt from the payment of Puerto Rico
income taxes on 90% of its income from the manufacture and sale of all products
in Puerto Rico until January 2010. This exemption was received from the
government of Puerto Rico in January 1974 and amended in June 1981, June 1983,
and December 1990, under the Puerto Rico Industrial Incentive Acts of 1963 and
1987. In addition, 90% of the dividends paid to residents of Puerto Rico are
exempt from tax under grant.
43
45
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 10. INCOME TAXES (CONTINUED)
The Company's operation in the Republic of Ireland is subject to a 10% income
tax.
The approximate impact of the low effective tax rates in Ireland and Puerto
Rico was to increase net income by $955, $1,334 and $1,420 in 1995, 1994 and
1993, respectively, and to increase earnings per share by $0.05 in 1995 and pro
forma earnings per share by $0.07 and $0.07 in 1994 and 1993, respectively.
The Company qualifies under Section 936 of the Internal Revenue Code to receive
a credit equal to its United States tax on income from sources in Puerto Rico.
As a result, no United States income tax has been provided on the exempt
income.
Tax loss carryforwards at December 31, 1995 are approximately $2,400 and $1,300
in the United States and France, respectively. These loss carryforwards can be
recognized through future taxable income in the United States through the years
2003 through 2007, and in France for an indefinite period of years.
The undistributed earnings of foreign subsidiaries were approximately $4,838 at
December 31, 1995. No income taxes are provided on the distribution of such
earnings because they are considered permanently invested. The foreign
component of income (losses) before income taxes and minority interest was $92,
($745) and ($4,036) for the years 1995, 1994 and 1993, respectively.
Income taxes paid during the years ended December 31, 1995, 1994 and 1993 were
approximately $1,379, $959 and $654, respectively.
NOTE 11. LEASES AND COMMITMENTS
The Company leases land and a building from an unrelated party. This lease
requires monthly installments of approximately $48 through January 2010. A
related party has an option to purchase the land and building in January 2000.
The Company also leases land and a building from a related party, with monthly
installments of approximately $32 through June 2002. The agreement contains an
option to purchase the land and building at the end of the lease for 90% of
fair market value at the end of the lease. The Company is required to pay
utilities, real estate taxes, and insurance on the property on both leases.
These leases are recorded as capital leases.
The Company also leases various plant facilities and equipment under
noncancellable operating leases that expire at various dates through February
2010. Total rent expense incurred under all operating leases was approximately
$1,076, $808 and $1,099 for the years ended December 31, 1995, 1994 and 1993,
respectively.
44
46
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 11. LEASES AND COMMITMENTS (CONTINUED)
Future minimum payments under leases with terms of one year or more are as
follows at December 31, 1995:
CAPITAL OPERATING
LEASES LEASES
---------------------------
1996 $ 959 $ 505
1997 959 349
1998 959 284
1999 959 220
2000 959 220
Thereafter 5,819 660
---------------------------
10,614 $2,238
======
Less: Amounts representing interest 4,584
-------
6,030
Less: Current portion 355
-------
$ 5,675
=======
NOTE 12. 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 ranging
from 2% to 5% of wages (as defined) depending on the division. Contributions to
the plans were $1,534, $1,516 and $1,381 in 1995, 1994 and 1993, respectively.
The Company is required to contribute to certain defined-contribution 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 $566, $558, and $587 in 1995, 1994 and 1993,
respectively.
NOTE 13. STOCK/EQUITY OPTION PLANS
The Company has an Equity Option Plan which provides for the granting to key
employees of options to purchase up to 2,252,250 shares of Class A common
stock. The Company also adopted an Outside Directors' Formula Stock Option Plan
authorizing grants thereunder to nonemployee directors of options to purchase
shares of Class A common stock. In addition, options totaling 236,226 shares
were granted to former employees.
Options granted under all of these plans are at market price at date of grant
and are exercisable for a period of ten years from the date of grant. The
Company follows APB 25 "Accounting for Employees Stock Options." In accordance
with APB 25, no compensation expense is recorded for options where the exercise
price is equal to the market price at the date of grant.
45
47
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 13. STOCK/EQUITY OPTION PLANS (CONTINUED)
A summary of options outstanding at each of the three years ended December 31,
1995, 1994 and 1993, and other data for the three years then ended under all
option plans, including options granted to the Employees Stock Bonus Plan and
Trust, is as follows:
YEAR ENDED DECEMBER 31,
1995 1994 1993
-------------------------------
Outstanding January 1, . . . . . . . 930,688 846,033 1,153,288
Granted . . . . . . . . . . . . . . 146,550 364,984 35,000
Exercised . . . . . . . . . . . . . 0 (21,966) (334,182)
Cancelled. . . . . . . . . . . . . . (27,325) (258,363) (8,073)
--------- ------- -------
Outstanding December 31, . . . . . . 1,049,913 930,688 846,033
========= ======= =======
Average price of options
exercised . . . . . . . . . . . . -- $6.00 $6.00
Average price of options
outstanding . . . . . . . . . . . . $9.11 $9.37 $8.17
Available for grant
December 31, . . . . . . . . . . . 773,131 919,681 58,481
========= ======= =======
46
48
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 14. SEGMENT DATA
The Company operates in two industry segments, imaging and plastics as
described in Note 1. Net sales, operating income (loss), capital
expenditures, depreciation and amortization, and identifiable assets, by
segment, are summarized as follows:
Imaging Plastics General
Group Group Corporate
-----------------------------------
1995
- ----
Net sales $ 87,204 $ 85,086 $ --
Operating income (loss) 11,340 2,615 (318)
Capital expenditures 5,245 5,691 91
Depreciation and amortization 7,512 8,707 --
Identifiable assets 40,297 128,464 15,702
1994
- ----
Net sales $103,889 $ 82,256 $ --
Operating income (loss) 20,380 4,087 (194)
Capital expenditures 4,551 8,750 581
Depreciation and amortization 7,192 7,674 --
Identifiable assets 44,965 129,903 19,057
1993
- ----
Net sales $ 95,809 $ 73,229 $ --
Operating income (loss) 16,356 3,789 (180)
Capital expenditures 6,138 9,100 3,828
Depreciation and amortization 8,906 6,430 --
Identifiable assets 46,332 111,940 21,921
General corporate identifiable assets consist primarily of cash, property and
equipment, and miscellaneous other assets.
47
49
Schawk, Inc.
Notes to Consolidated Financial Statements
(Thousands of Dollars, Except Per Share Amounts)
NOTE 15. EARNINGS PER SHARE
Earnings per share for 1995 is computed by dividing net income less preferred
dividends (of $1,360) by the weighted average number of common shares
outstanding and common stock equivalents which are primarily stock options.
Fully diluted earnings per share is not different than primary earnings per
share.
Historical earnings per share for 1994 and 1993 are computed by dividing net
income adjusted only for pro forma income taxes by the historical weighted
average number of common shares outstanding of the Old Schawk Companies.
The historical earnings per share adjusted only for pro forma income
taxes are as follows:
YEAR ENDED DECEMBER 31,
1994 1993
----------------------------
Net income $13,469 $14,616
Pro forma income taxes 7,071 6,400
Pro forma net income adjusted only for
income taxes 10,247 9,056
Primary and fully diluted common shares
outstanding 507,328 507,328
Primary and fully diluted earnings per share
adjusted only for income taxes $20.20 $17.85
Because of the Merger with Filtertek on December 30, 1994, the Company does
not consider the historical earnings per share calculation shown for 1994 and
1993 above to be meaningful information. Pro forma earnings per share
information shown on the statements of income is presented to compare net
income and earnings per share as if the Merger had occurred at the beginning of
each of the periods presented. The following pro forma adjustments have been
made to each of the periods. Increased depreciation and amortization was
recorded to reflect the increased basis in property and equipment and goodwill
amortization resulting from the Merger. Compensation expense was reduced to
reflect the terms of employee/stockholder agreements in effect at January 1,
1995. Income tax expense was adjusted to reflect taxation at regular income tax
rates instead of S Corporation rates. Preferred stock dividends were recorded
to reflect the issuance of preferred stock in connection with the Merger. Pro
forma primary and fully diluted earnings per share is computed by dividing net
income, adjusted as described above, by the pro forma weighted average number
of common and common equivalent shares outstanding as a result of the Merger.
48
50
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has no items to report under item 9 of this Annual Report on
Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding Directors and persons nominated to become Directors,
and information regarding Executive Officers of the Registrant is included in
the Joint Proxy Statement for the Annual Meeting of Stockholders to be held
Wednesday, May 15, 1996 and is to be filed with the Securities and Exchange
Commission on or before March 31, 1996 ("the Proxy Statement"), and such
information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item is included in the Proxy Statement
under the heading "Executive Compensation" and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to this item is included in the Proxy Statement
under the heading of "Security Ownership of Certain Beneficial Owners and
Management" and is incorporated herein by reference.
ITEM 13. CERTAIN TRANSACTIONS
Information with respect to this item is included in the Proxy Statement
under the heading of "Certain Transactions" and is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following financial statements are included in Item 8:
1. All financial statements
Reports of Independent Auditors
FINANCIAL STATEMENTS:
Consolidated Balance Sheets--Years Ended
December 31, 1995 and 1994
Consolidated Statements of Income--Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows--Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity--Years Ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
49
51
2. The following financial schedules for the years 1995, 1994 and 1993 are
submitted herewith:
SCHEDULE II--Valuation Reserves
Financial Data Schedule
All other schedules are omitted because they are not applicable or not
required.
(b) Reports on Form 8-K
The following Reports on Form 8-K were filed by Filtertek, Inc., the
former Registrant, during 1995 and are incorporated herein by reference:
Form 8-K dated January 16, 1995
Form 8-K dated February 8, 1995
Form 8-K dated March 27, 1995
Form 8-K dated April 26, 1995
Form 8-K dated July 28, 1995
(c) Exhibits
INCORPORATED
----------------------
2.1 Amended and Restated Agreement and Plan of Reorganization Registration Statement
dated November 23, 1994, by and among Filtertek, Inc., No. 33-85152
Schawk, Inc., Flexo Graphics, Inc., Lincoln Graphics, Inc.
and Filtertek USA, Inc., as amended.
2.2 Amended and Restated Plan of Merger dated November 23, Registration Statement
1994, by and among Filtertek, Inc., Schawk, Inc., Flexo No. 33-85152
Graphics, Inc., Lincoln Graphics, Inc. and Filtertek USA,
Inc., as amended.
3.1 Certificate of Incorporation of Schawk, Inc., as amended. Registration Statement
No. 33-85152
3.3 By-Laws of Filtertek, Inc. as amended. Registration Statement
No. 2-83456
4.1 Specimen Class A Common Stock Certificate. Registration Statement
No. 33-85152
4.2 Certificate of Registration of Series A Preferred Stock. Registration Statement
No. 33-85152
4.3 Certificate of Registration of Series B Preferred Stock. Registration Statement
No. 33-85152
10.1(a) Filtertek/Filtertek P.R. Service Agreement. Registration Statement
No. 2-83456
10.1(b) Amendment to Service Agreement. 1986 10-K
10.2(a) Filtertek/Filtertek P.R. Distribution Agreement. Registration Statement
No. 2-83456
50
52
INCORPORATED
------------
10.2(b) Amendment to Distribution Agreement. 1986 10-K
10.3 IDA Grant and Tax Exemption Letter. Registration Statement
No. 2-83456
10.7 Filtertek P.R. Restricted Stock Ownership Plan for Key Registration Statement
Employees. No. 2-83456
10.12 Filtertek, Inc. 1988 Equity Option Plan. 1988 10-K
10.13(a) First Amendment to Filtertek, Inc. 1988 Equity Option Plan. 1992 10-K
10.13(b) Second Amendment to Filtertek, Inc. 1988 Equity Option Registration Statement
Plan. No. 33-85152
10.14 Acquisition Agreement of Robinson Industries and Fuzere 1993 10-K
Midwest Divisions of Schawk, Inc. and Fuzere Manufacturing
Co., Inc.
10.15 Management Agreement Re: Administrative Services. 1993 10-K
10.16 Retirement Savings Plan First Amendment and Restatement 1993 10-K
effective January 1, 1993.
10.17 German Severance Agreement dated March 9, 1993. 1993 10-K
10.18 Credit Agreement dated December 22, 1993 by and among Registration Statement
Filtertek, Inc., Filtertek de Puerto Rico, Inc. and the No. 33-85152
lenders named therein and the Northern Trust Company, as
agent.
10.18(a) Consent, Waiver and Amendment dated as of December 28, Registration Statement
1994 by and among Filtertek, Inc., Filtertek USA, Inc. and No. 33-85152
the lenders named therein and the Northern Trust Company,
as agent.
10.19 $3,500,000 Credit Facility dated June 2, 1994 between Registration Statement
Filtertek, B.V. and The First National Bank of Chicago. No. 33-85152
10.20 Credit Agreement dated September 21, 1992 by and between Registration Statement
Schawk, Inc. and First National Bank of Chicago, as No. 33-85152
amended through May 5, 1994.
10.21 Interest Rate and Currency Exchange Agreement dated April Registration Statement
1, 1992, by and between Schawk, Inc. and First National No. 33-85152
Bank of Chicago.
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.
10.24 Employment Agreement between Ronald J. Kay and Filtertek, 1993 10-K
Inc.
51
53
INCORPORATED
------------
10.25 Employment Agreement between Denis C. Singery and 1993 10-K
Filtertek, Inc.
10.26 Filtertek, Inc. 1991 Outside Directors' Formula Stock Registration Statement
Option 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
10.29 Manufacturing and Sales Agreement between Filtertek, Inc. Registration Statement
and SciTech Dental, Inc., dated as of May 25, 1994. No. 33-85152
10.30 Strategic Alliance and Distribution Agreement between Registration Statement
Filtertek, Inc. and Allomatic Products Company dated No. 33-85152
November 15, 1993.
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 December 22, 1994 from Registration Statement
Schawk, Inc., borrower, to the Northern Trust Company, No. 33-85152
lender.
10.33 Description of bonus arrangements with Messrs. Kay, Registration Statement
Singery, Larkin and Soltwedel. No. 33-85152
10.34 Notes payable to certain stockholders in connection with S Registration Statement
Corporation Dividend. No. 33-85152
10.35 Letter of agreement dated September 21, 1992 by and Registration Statement
between Schawk, Inc. and Judith W. McCue. No. 33-85152
10.36 Acquisition Agreement by and among Noral Color Registration Statement
Acquisition, the Stockholders of Noral Color Corporation No. 33-85152
and Schawk, Inc. dated as of November 14, 1994.
10.37 Schawk, Inc. Retirement Trust effective January 1, 1996.
10.38 Schawk, Inc. Retirement Plan for Imaging Employees Amended
and Restated effective January 1, 1996.
10.39 Schawk, Inc. Retirement Plan for Plastics Employees
Amended and Restated effective January 1, 1996.
10.40 $80,000,000 Multicurrency Credit Agreement dated as of
June 30, 1995.
10.41 $20,000,000 Multicurrency Short Term Credit Agreement
dated as of June 30, 1995.
10.42 Filtertek USA, Inc. Note Agreement dated as of August 18,
1995.
10.43 Stockholder Investment Program dated July 28, 1995 Registration Statement
11 Statement Re-Computation of Per Share Earnings.
52
54
INCORPORATAED
-------------
21 List of Subsidiaries. Registration Statement
No. 33-85152
23(a) Consent of Expert.
23(b) Consent of Expert.
27 Financial Data Schedule.
99.1(a) Puerto Rico Tax Grant. Registration Statement
No. 2-83456
99.1(b) Amended Puerto Rico Tax Grant. Registration Statement
No. 2-83456
99.1(c) Puerto Rico Tax Grant, December 10, 1990. 1990 10-K
53
55
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 28th day of March, 1996.
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 30th day of March, 1996.
/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/Ronald J. Kay President, Plastics Group North American Operations,
- --------------------------
Ronald J. Kay and Director
/s/Larry Larkin Executive Vice President, Plastics Group, and Director
- --------------------------
Larry Larkin
/s/A. Alex Sarkisian, Esq. President, Imaging Group, Executive Vice President,
- --------------------------
A. Alex Sarkisian, Esq. Corporate Secretary and Director
/s/Marie Meisenbach Graul Chief Financial Officer, Treasurer, Public Information Officer,
- -------------------------
Marie Meisenbach Graul and Director
/s/John T. McEnroe, Esq. General Counsel, Assistant Secretary, and Director
- -------------------------
John T. McEnroe, Esq.
/s/Judith W. McCue, Esq. Director
- -------------------------
Judith W. McCue, Esq.
/s/Robert F. Meinken Director
- -------------------------
Robert F. Meinken
/s/Hollis W. Rademacher Director
- -------------------------
Hollis W. Rademacher
54
56
SCHAWK, INC.
SCHEDULE II --VALUATION RESERVES
ALLOWANCE FOR DOUBTFUL ACCOUNTS
YEAR ENDED DECEMBER 31,
1995 1994 1993
----------------------------------------------------------------------------
(In thousands)
Balance beginning of
year $947 $791 $564
Provision 217 448 379
Deductions (180) (1) (292) (1) (152) (1)
----------------------------------------------------------------------------
Balance end of year $984 $947 $791
(1) Uncollectible accounts written-off, net of recoveries.
INCOME TAX VALUATION ALLOWANCE
YEAR ENDED DECEMBER 31,
1995 1994 1993
----------------------------------------------------------------------------
Balance beginning of
year $4,680 $7,216 5,845
Provision -- -- 1,298
Deduction (1,632) (1) -- --
Other (2,498) (2,536) (1) 73 (1)
----------------------------------------------------------------------------
Balance end of year $550 $4,680 $7,216
(1) Includes effect of foreign currency fluctuations and utilization of net operating losses.
55