SCHAWK INC
10-Q, 1998-08-12
SERVICE INDUSTRIES FOR THE PRINTING TRADE
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<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        For the Quarter ended June 30, 1998 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:


<TABLE>
<S>                          <C>
     Title of Each Class            Name of Exchange on  Which Registered
   ------------------------  -----------------------------------------------
      CLASS A COMMON STOCK,                NEW YORK STOCK EXCHANGE
        $.008 PAR VALUE
</TABLE>


     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
                               -----            -----

 The number of shares outstanding of each of the issuer's classes of common
                       stock as of June 30, 1998, are:
              22,273,386 shares, Common Stock, $.008 par value

                      DOCUMENTS INCORPORATED BY REFERENCE

Pursuant to the Securities Exchange Act of 1934 Release 15502 and Rule
240.03(b), the pages of this document have been numbered sequentially. The total
number of pages contained herein is 14.


================================================================================


                                       1



<PAGE>   2


PART I
                                  Schawk, Inc.
                          Consolidated Balance Sheets
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                         JUNE 30,
                                                                           1998      DECEMBER 31,
                                                                        (UNAUDITED)      1997
                                                                        -----------  ------------
<S>                                                                     <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents                                              $  13,081    $   4,022
  Short term investments                                                    12,120       12,250
  Trade accounts receivable, less allowance for doubtful accounts
    of $586 in 1998 and $464 in 1997                                        23,570       22,884
  Inventories                                                                5,693        4,464
  Prepaid expenses and other                                                 1,817        2,817
  Deferred income taxes                                                        417          543
                                                                         ---------    ---------
Total current assets                                                        56,698       46,980
Marketable securities                                                       24,999       33,917
Property and equipment, net                                                 31,277       30,147
Excess of cost over net assets acquired, less accumulated amortization
  of $4,623 in 1998 and $4,207 in 1997                                      15,825       12,713
Other assets                                                                 2,621        3,166
                                                                         ---------    ---------
Total assets                                                             $ 131,420    $ 126,923
                                                                         =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Trade accounts payable                                                $   3,573    $   3,393
   Accrued expenses                                                          7,888        8,128
   Income taxes payable                                                      1,579        4,061
   Notes payable to banks                                                    3,917        4,685
   Current portion of long-term debt and capital lease obligations             452          430
                                                                         ---------    ---------
Total current liabilities                                                   17,409       20,697
Long-term debt                                                              40,000       40,000
Capital lease obligations                                                    4,623        4,854
Other                                                                        1,266        1,308
Deferred income taxes                                                        3,208        4,156

STOCKHOLDERS' EQUITY:
   Common stock                                                                180          160
   Preferred stock                                                            --           --
   Additional paid-in capital                                               78,146       79,243
   Accumulated deficit                                                      (9,355)     (21,140)
   Accumulated comprehensive income, net                                      (253)         965
                                                                         ---------    ---------
                                                                            68,718       59,228
   Treasury stock, at cost                                                  (3,804)      (3,320)
                                                                         ---------    ---------
Total stockholders' equity                                                  64,914       55,908
                                                                         ---------    ---------
Total liabilities and stockholders' equity                               $ 131,420    $ 126,923
                                                                         =========    =========
</TABLE>

See accompanying notes.

                                       2



<PAGE>   3


                                  Schawk, Inc.
                     Consolidated Statements of Operations
                   Three Months Ended June 30, 1998 and 1997
                                  (Unaudited)
                    (In Thousands, Except Per Share Amounts)


<TABLE>
<CAPTION>
                                                  1998        1997
                                                --------    --------
<S>                                            <C>        <C>
Net sales                                       $ 34,050    $ 29,397
Cost of sales                                     18,334      16,167
Selling, general, and administrative expenses      8,988       8,374
                                                --------    --------
Operating income                                   6,728       4,856
Other income (expense)
   Interest and dividend income                      779         997
   Interest expense                                 (903)       (966)
   Other income                                    1,763         141
                                                --------    --------
                                                   1,639         172
                                                --------    --------
Income before income taxes                         8,367       5,028
Income tax provision                               3,348       2,011
                                                --------    --------

Net income                                         5,019       3,017
Preferred dividends                                 --          (285)
                                                --------    --------
Net income available for common shares          $  5,019    $  2,732
                                                ========    ========

Earnings per share:
   Basic                                        $   0.23    $   0.14
   Diluted                                      $   0.22    $   0.14
Weighted average number of common and common
  equivalent shares outstanding                   22,549      19,861
Dividends per Class A common share              $  0.065    $  0.065
</TABLE>

See accompanying notes.

                                       3



<PAGE>   4


                                  Schawk, Inc.
                     Consolidated Statements of Operations
                    Six Months Ended June 30, 1998 and 1997
                                  (Unaudited)
                    (In Thousands, Except Per Share Amounts)


<TABLE>
<CAPTION>

                                                  1998        1997
                                                --------    --------
<S>                                            <C>        <C>
Net sales                                       $ 65,061    $ 55,589
Cost of sales                                     34,686      31,330
Selling, general, and administrative expenses     17,301      15,655
                                                --------    --------
Operating income                                  13,074       8,604
Other income (expense)
   Interest and dividend income                    1,555       1,306
   Interest expense                               (1,812)     (1,873)
   Other income                                    2,136         141
                                                --------    --------
                                                   1,879        (426)
                                                --------    --------
Income before income taxes                        14,953       8,178
Income tax provision                               5,982       3,271
                                                --------    --------
Net income                                         8,971       4,907
Preferred dividends                                 (114)       (570)
Discount on redemption of preferred stock          5,832        --
                                                --------    --------
Net income available for common shares          $ 14,689    $  4,337
                                                ========    ========
Earnings per share:
   Basic                                        $   0.68    $   0.22
   Diluted                                      $   0.67    $   0.22
Weighted average number of common and common
  equivalent shares outstanding                   21,931      19,883
Dividends per Class A common share              $   0.13    $   0.13
</TABLE>

See accompanying notes.

                                       4



<PAGE>   5


                                  Schawk, Inc.
                     Consolidated Statements of Cash Flows
                    Six Months Ended June 30, 1998 and 1997
                                  (Unaudited)
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                  1998         1997
                                                                                 --------    --------
<S>                                                                             <C>        <C>
OPERATING ACTIVITIES
Net income                                                                       $  8,971    $  4,907
Adjustments to reconcile net income to cash provided by (used in) operating
 activities:
  Depreciation and amortization                                                     3,750       3,510
  Deferred income taxes                                                              (822)       --
  Gain realized on sale of marketable securities                                   (2,136)       --
  Changes in operating assets and liabilities, net of effects from acquisitions:
   Trade accounts receivable                                                          755        (402)
   Inventories                                                                     (1,089)     (1,262)
   Prepaid expenses and other                                                       1,006       2,119
   Trade accounts payable and accrued expenses                                       (546)     (3,545)
   Income taxes payable                                                            (2,482)     (1,307)
                                                                                 --------    --------
Net cash provided by (used in) operating activities                                 7,407       4,020

INVESTING ACTIVITIES
Proceeds from disposal of operating division                                         --        93,485
Proceeds from sale of marketable securities                                        19,125        --
Proceeds from disposal of property and equipment                                     --           441
Purchase of marketable securities                                                  (7,941)    (55,519)
Purchases of property and equipment                                                (3,951)     (3,130)
Acquisitions, net of cash acquired                                                 (1,938)       --
Other                                                                                (219)     (1,146)
                                                                                 --------    --------
Net cash provided by (used in) investing activities                                 5,076      34,131

FINANCING ACTIVITIES
Issuance of common stock                                                           16,029        --
Redemption of preferred stock                                                     (14,715)       --
Principal payments on debt                                                           (746)    (27,379)
Principal payments on capital lease obligations                                      (231)       (213)
Principal payments on notes payable to stockholders                                  --        (5,765)
Cash dividends                                                                     (3,018)     (3,149)
Purchase of common stock                                                             (490)     (1,027)
Other                                                                                (253)       (211)
                                                                                 --------    --------
Net cash provided by (used in) financing activities                                (3,424)    (37,744)
                                                                                 --------    --------
Net increase (decrease)  in cash and cash equivalents                               9,059         407
Cash and cash equivalents beginning of period                                       4,022         483
                                                                                 --------    --------
Cash and cash equivalents end of period                                          $ 13,081    $    890
                                                                                 ========    ========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Stock issued in connection with acquisition                                      $  3,469    $     --
Dividends issued in the form of Class A common stock                                    2           5
Cash paid for interest                                                              1,517       2,368
Cash paid for income taxes                                                          8,700       4,449
</TABLE>

See accompanying notes.


                                       5



<PAGE>   6


                                  Schawk, Inc.

               Notes to Consolidated Interim Financial Statements
                 (Thousands of dollars, except per share data)


NOTE 1. BASIS OF PRESENTATION

The consolidated financial statements have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in annual financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes the disclosures included are adequate to make the information
presented not misleading. In the opinion of management, all adjustments
necessary for a fair presentation for the periods presented have been reflected
and are of a normal recurring nature. These financial statements should be read
in conjunction with the consolidated financial statements and the notes thereto
for the three years ended December 31, 1997.

NOTE 2. INTERIM RESULTS

Results of operations for the interim periods are not necessarily indicative of
the results to be expected for the year.

NOTE 3. DESCRIPTION OF BUSINESS

Schawk, Inc. is a leading provider of digital imaging prepress services for the
consumer products industry in the United States and Canada primarily serving the
consumer products, advertising and promotional markets. The Company offers a
complete line of high quality prepress services, digital image management,
digital photography and art production. The Company also provides services for
point-of-sale, advertising and direct mail.


NOTE 4. INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                     June 30        December 31   
                      1998             1997        
                     -------        -----------   
                                                  
<S>                  <C>            <C>
Raw materials        $ 1,252         $ 1,239      
Work in process        5,346           4,130      
                     -------         -------      
                       6,598           5,369      
Less: LIFO reserve      (905)           (905)     
                     -------         -------      
                     $ 5,693         $ 4,464      
                     =======         =======      
                                    
</TABLE>

NOTE 5. PROPERTY AND EQUIPMENT


Property and equipment consist of the following:


<TABLE>
<CAPTION>

                                                 June 30     December 31 
                                                   1998         1997
                                                 --------    -----------
<S>                                              <C>         <C>
Land and improvements                            $    520    $    520
Building and improvements                           7,872       7,872
Machinery and equipment                            52,345      49,567
Leasehold improvements                              3,998       3,998
Building and improvements under capital leases      7,500       7,500
                                                 --------    --------
                                                   72,235      69,457
Accumulated depreciation and amortization         (40,958)    (39,310)
                                                 --------    --------
                                                 $ 31,277    $ 30,147
                                                 ========    ========

</TABLE>


                                       6



<PAGE>   7

NOTE 6. INVESTMENTS


At June 30, 1998 all of the Company's investments were classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with unrealized gains and losses, net of income taxes, reported in a separate
component of stockholders' equity. Realized gains and losses and declines in
value judged to be other than temporary on available for sale securities are
included in investment income. The cost of securities sold is based on the
specific identification method. Interest and dividends on securities classified
as available-for-sale are included in investment income. Unrealized appreciation
on these securities totaled $409 ($245 net of tax effects) at June 30, 1998 and
is included as a separate component of stockholders' equity.

The following is a summary of available for sale securities at June 30, 1998:


<TABLE>
<CAPTION>
                                                           Gross           Estimated
                                                         Unrealized          Fair
                                            Cost           Gains             Value
                                         ----------      ----------        ---------
<S>                                      <C>              <C>               <C>     
Equity securities                         $    31        $    --            $    31 
U.S. Treasury and U.S. Government notes     5,230             38              5,268 
Corporate bonds                             3,271             26              3,297 
Bond mutual funds                          28,178            345             28,523 
                                          -------        -------            ------- 
                                          $36,710        $   409            $37,119 
                                          =======        =======            ======= 
</TABLE>                                                                  
                                                                            
During the three month period ended June 30, 1998 available-for-sale securities
were sold with a fair value at date of sale of $10,964 including a gross
realized gain of $1,763.

The following is a summary of available-for-sale securities by maturity date:


<TABLE>
<CAPTION>
                                                      Estimated  
                                                        Fair     
                                          Cost          Value    
                                        -------       ---------- 
<S>                                     <C>           <C>        
Due in one year or less                  $13,649        $13,749  
Due after one year through five years     22,181         22,483  
Due after five years through ten years       849            856  
                                         -------        -------  
Total debt securities                     36,679         37,088  
Equity securities                             31             31  
                                         -------        -------  
                                         $36,710        $37,119  
                                         =======        =======  
</TABLE>                                              

Amounts shown as short term investments on the balance sheet at June 30, 1998
represent management's estimates of amounts available for current operations.

NOTE 7. EARNINGS PER SHARE

Basic earnings per share and diluted earnings per share are shown on the face of
the statement of operations. Basic earnings per share is computed by dividing
net income less preferred dividends, plus the discount on the redemption of
preferred stock, by the weighted average shares outstanding for the period.
Diluted earnings per share is computed by dividing net income less preferred
dividends, plus the discount on the redemption of preferred stock, by weighted
average number of common shares and common stock equivalent shares outstanding
(stock options) for the period.

                                       7



<PAGE>   8


The following table sets forth the computation of basic and diluted earnings per
share:


<TABLE>
<CAPTION>
                                                                     Three months ended June 30
                                                                         1998        1997
                                                                     --------------------------
<S>                                                                     <C>         <C>     
Net income                                                              $  5,019    $  3,017
Preferred stock dividends                                                   --          (285)
                                                                        --------    --------
Income available for common shareholders                                $  5,019    $  2,732
                                                                        ========    ========

Weighted average shares                                                   22,276      19,830
Effect of dilutive employee stock options                                    273          31
                                                                        --------    --------
Adjusted weighted average shares and
 assumed conversions                                                      22,549      19,861
                                                                        ========    ========
Basic earnings per share                                                $   0.23    $   0.14
                                                                        ========    ========
Diluted earnings per share                                              $   0.22    $   0.14
                                                                        ========    ========


                                                                      Six months ended June 30
                                                                          1998        1997
                                                                      ------------------------
Net income                                                              $  8,971    $  4,907
Preferred stock dividends                                                   (114)       (570)
Discount on redemption of preferred stock                                  5,832        --
                                                                        --------    --------
Income available for common shareholders                                $ 14,689    $  4,337
                                                                        ========    ========

Weighted average shares                                                   21,744      19,858
Effect of dilutive employee stock options                                    187          25
                                                                        --------    --------
Adjusted weighted average shares and
 assumed conversions                                                      21,931      19,883
                                                                        ========    ========
Basic earnings per share                                                $   0.68    $   0.22
                                                                        ========    ========
Diluted earnings per share                                              $   0.67    $   0.22
                                                                        ========    ========
</TABLE>

NOTE 8. SEGMENT REPORTING

The Company operates a single business segment, Imaging and Information
Technologies. The Company operates primarily in two geographic areas, the United
States and Canada. Summary financial information for the three and six months
ended June 30, 1998 and 1997 by geographic area is as follows:


<TABLE>
<CAPTION>
                          THREE MONTHS ENDED JUNE 30
1998                 UNITED STATES       CANADA          TOTAL

<S>                <C>                  <C>          <C>
Sales                $ 29,156           $  4,894      $ 34,050 
Operating income        6,384                344         6,728 
Total assets          118,846             12,574       131,420 
                                                             
</TABLE>
                                        


                                       8



<PAGE>   9

<TABLE>
<CAPTION>

1997                             UNITED STATES      CANADA         TOTAL  
                                                                         
<S>                                 <C>             <C>          <C>      
Sales                               $25,388         $4,009       $29,397  
Operating income                      4,836             20         4,856  
Identifiable assets                 120,565         12,186       132,751  
                                                                          
                                        SIX MONTHS ENDED JUNE 30                
1998                             UNITED STATES     CANADA         TOTAL  
                                                                          
Sales                               $55,743         $9,318       $65,061  
Operating income                     12,421            653        13,074  
Total assets                        118,846         12,574       131,420  
                                                                          
                                                                          
1997                             UNITED STATES      CANADA         TOTAL  
                                                                          
Sales                               $47,439         $8,150       $55,589  
Operating income                      8,371            233         8,604  
Identifiable assets                 120,565         12,186       132,751  
                                                                          
</TABLE>                                                        

NOTE 9. STOCK OFFERING                                              

In February 1998 the Company completed a public offering of 3,450 shares of
Class A common stock. The Company issued 1,950 of the shares and certain
stockholders of the Company sold the remaining 1,500 shares. The Company did not
receive any of the proceeds from the sale of stock by participating
stockholders. The proceeds of the offering to the Company after deducting
estimated underwriting discounts, commissions and expenses of the offering were
$16,029. The proceeds were used to redeem all of the Company's outstanding
Series A and Series B stock. The preferred stock was redeemed at a discount of
$6,035 from its liquidation value of $20,607. This discount was recorded as
additional income (after net income) available to common shareholders in the
first quarter of 1998.

NOTE 10. COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted Statement 130, "Reporting
Comprehensive Income." Statement 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
this Statement had no impact on the Company's net income or shareholder's
equity. Statement 130 requires unrealized gains and losses on the Company's
available-for -sale securities and foreign currency translation adjustments,
which prior to adoption were reported separately in shareholder's equity, to be
included in comprehensive income. Prior year financial statements have been
reclassified to conform to the requirements of Statement 130.

The components of comprehensive income, net of related tax, for the three and
six month periods ended June 30, 1998 and 1997 are as follows:


<TABLE>

                                             Three months ended June 30
                                             --------------------------
                                                1998            1997
                                             ----------      ---------- 
<S>                                             <C>            <C>
Net income                                       $5,019         $3,017
Increase (decrease) in unrealized
appreciation of investments                        (911)         1,195
Foreign currency translation adjustments           (206)          (308)
                                                 ------         ------ 
Comprehensive income                             $3,902         $3,904
                                                 ======         ======  
</TABLE>


                                       9



<PAGE>   10

<TABLE>
<CAPTION>
                                            Six months ended June 30
                                            ------------------------
                                              1998            1997
                                            ---------      ---------
<S>                                         <C>            <C>
Net income                                  $ 8,971         $ 4,907
Increase (decrease) in unrealized
 appreciation of investments                 (1,029)          1,195
Foreign currency translation adjustments       (189)           (107)
                                            -------         -------       
Comprehensive income                        $ 7,753         $ 5,995
                                            =======         ======= 

</TABLE>

        
The components of accumulated other comprehensive income, net of related tax, at
June 30, 1998 and December 31, 1997 are as follows:


<TABLE>
<CAPTION>

                                               1998      1997
                                              ------    -------
<S>                                           <C>       <C>
Unrealized appreciation of investments        $  245    $ 1,274
Foreign currency translation adjustments        (498)      (309)
                                              ------    -------
Accumulated comprehensive income              $ (253)   $   965
</TABLE>                                      ======    =======


                                       10



<PAGE>   11


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(Thousands of dollars, except per share amounts)

Statements contained herein that relate to the Company's beliefs or expectations
as to future events relating to, among other things, the success of the
Company's growth strategy, the ability of the Company to exploit industry
trends, such as outsourcing, and the Company's technological advancements in the
imaging industry, are not statements of historical fact and are forward-looking
statements with in the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act and are subject to the "Safe Harbor" created thereby.
Although the Company believes that the assumptions upon which such
forward-looking statements are based are reasonable within the bounds of its
knowledge of its business and operations, it can give no assurance that the
assumptions will prove to have been correct. Important factors that could cause
actual results to differ materially and adversely from the Company's
expectations and beliefs include the ability of the Company to implement its
growth strategy, to identify and exploit industry trends, and to exploit
technological advances in the imaging industry.

NET SALES Of $34,050 for the second quarter of 1998 represents an 15.8% increase
from sales of $29,397 for the same period in 1997. The increase was attributable
to higher revenues due to expansion of business with the existing client base
and additional new consumer products clients won during the latter part of 1997.
Internal sales growth accounted for 73.2% of the increase in the second quarter
and the remainder was from a 1998 first quarter acquisition.

Net sales of $65,061 for the first half of 1998 represents a 17.0% increase from
sales of $55,589 for the same period of 1997. Internal sales growth accounted
for 81.4% of the sales growth and the balance was acquisition related.

COST OF SALES for the second quarter of 1998 decreased to 53.8% from 55.0% of
net sales for the same period in 1997. Cost of sales decreased to 53.3% from
56.4% of net sales for the first half of 1998 versus the first half of 1997. The
Company experienced operating efficiencies from increased volume over its fixed
operating costs. The sales mix of high margin projects also contributed to the
decrease in cost of sales as a percentage of sales.

OPERATING INCOME in the second quarter of 1998 increased 38.6% to $6,728 from
$4,856 for the same period in 1997, and increased 52.0% to $13,074 for the first
half of 1998 compared to $8,604 for the first half of 1997. This increase was
due to the cost of sales improvement previously described as well as lower
selling, general and administrative expenses as a percentage of sales. Selling,
general and administrative expenses decreased to 26.4% of sales for the second
quarter of 1998 from 28.5% of sales for the same period in 1997, and decreased
to 26.6% of sales for the first half of 1998 compared to 28.2% of sales for the
first half of 1997. Sales volume increases resulted in efficiencies leveraging
the fixed portion of selling, general and administrative expenses.

OTHER INCOME (EXPENSE) - NET increased to $1,639 for the second quarter of 1998
compared with $172 for the same period of 1997, and increased to $1,879 for the
first half of 1998 from $(426) for the first half of 1997. Interest expense has
remained relatively constant over the periods as the Company's debt level has
remained stable. Interest and dividend income fluctuations result from the
changes in the invested balances over periods shown. During the second quarter
of 1998 the Company sold investments to provide additional liquidity for
operations resulting in a gain of $1,763.

INCOME BEFORE INCOME TAXES increased to $8,367 for the second quarter of 1998
from $5,028 for the same period of 1997, and increased to $14,953 for the first
half of 1998 from $8,178 for the first half of 1997 for the reasons previously
discussed.

INCOME TAX PROVISION remained constant at an effective tax rate of 40% of
pre-tax income for the second quarter of 1998 and 1997, and for the first half
of 1998 and 1997.

NET INCOME increased 66.4% to $5,019 for the second quarter of 1998 from $3,017
for the same period of 1997, and increased 82.8% to $8,971 from $4,907 for the
first half of 1998 compared to the first half of 1997 for the reasons previously
discussed.


                                       11



<PAGE>   12


PREFERRED DIVIDENDS decreased to $114 for the first half of 1998 from $570 for
the same period of 1997 as the Company repurchased all of the preferred stock
outstanding in February of 1998.

DISCOUNT ON REDEMPTION OF PREFERRED STOCK resulted in non-recurring income
available for common shares of $5,832 for the first half of 1998 as the Company
repurchased its outstanding preferred stock at a discount over its liquidation
value of $20,607 in February 1998.

BASIC AND DILUTED EARNINGS PER SHARE increased to $0.23 and $0.22, respectively
for the second quarter of 1998 from $0.14 for the same period in 1997. Basic and
diluted earnings per share increased to $0.68 and $0.67, respectively, for the
first half of 1998 compared to $0.22 for the first half of 1997. Basic and
diluted earnings per share for the first half of 1998 without the non-recurring
benefit from the repurchase of the Company preferred stock would have been $0.41
and $0.40, respectively. Weighted average common and common equivalent shares
outstanding increased to 22,549 for the second quarter of 1998 from 19,861 for
the same period of 1997, and from 21,931 from 19,883 for the first half of 1998
compared to the first half of 1997, primarily as a result of an offering of
common stock in February of 1998, stock issued in connection with acquisitions,
increase in dilution from stock options, and reduced by shares repurchased under
its common stock repurchase program.

LIQUIDITY AND CAPITAL RESOURCES

The Company presently finances its business from available cash held by the
Company and from cash generated from operations. The Company maintains a $10,000
unsecured credit facility and its consolidated Canadian subsidiary maintains a
Cdn $10,000 unsecured working capital facility. Both facilities are due on
demand. The domestic credit facility was unused at June 30, 1998 and the
Canadian credit facility had approximately U.S. $2,900 available at June 30,
1998.

The Company held invested balances at June 30, 1998 of $37,119 (including
$12,120 classified as short term investments) primarily in bond mutual funds,
U.S. Treasury and U.S. Government notes, corporate bonds. These funds are
available-for-sale to provide for acquisitions and corporate requirements.
Unrealized appreciation on these investments of $408 ($245 net of tax effects)
at June 30, 1998, has been excluded from earnings in the Company's consolidated
statement of operations and has been included as a separate component of
stockholders' equity.

At June 30, 1998, outstanding debt of the Company consisted of: (i) unsecured
notes issued pursuant to a Note Purchase Agreement dated August 18, 1995, for
$40,000 due in installments from 1999 through 2005 (averaging seven years) at an
average interest rate of 6.88%; and (ii) approximately US $3,900 of borrowings
under the Company's Canadian subsidiary's working capital facility.

Management believes that the level of working capital is adequate for the
Company's liquidity needs related to normal operations both currently and in the
foreseeable future, and that the Company has sufficient resources to support its
growth, either through currently available cash and investments, cash generated
through future operations, or through short term financing.

Capital expenditures of $1,596 were made during the second quarter of 1998 and
$3,951 for the first half of 1998 for land, machinery, equipment and automation
to expand production facilities and improve productivity. Depreciation and
amortization for the second quarter of 1998 totaled $1,863 and $3,750 for the
first half of 1998.

YEAR 2000 COMPLIANCE

The Company has upgraded or replaced its computer software and systems which the
Company believes accommodates the "Year 2000" dating changes necessary to permit
correct recording of year dates for 2000 and later years. The Company does not
expect that additional costs with regard to year 2000 compliance will be
material to its financial condition or results of operations. The Company does
not currently anticipate any material disruption in its operations as the result
of any failure by the Company to be in compliance. The Company does not
currently have any information concerning the compliance status of its suppliers
and customers.




                                       12



<PAGE>   13


STOCK OFFERING

In February 1998, the company issued 1,950 shares of Class A Common Stock in an
underwritten public offering at price of $9.00 per share. The proceeds from the
sale of the stock net of underwriting discounts, commissions and estimated
expenses, were approximately $16,000. Proceeds from the sale of the stock were
used to repurchase 15,400 shares of Series A Preferred Stock of the Company and
5,207 shares of Series B Preferred Stock of the Company for $14,715 and the
remaining proceeds are available for general corporate requirements.

SEASONALITY

Historically, the Company has experienced lower revenues in the first and fourth
quarters due to the seasonal trends of its clients and lower overall economic
activity. However, this did not occur during the fourth quarter of 1997 or the
first half of 1998 and the Company believes that this seasonal effect on the
Company's revenues will be less pronounced in the future as a result of frequent
redesigns of packaging for promotional and other reasons by its clients.

IMPACT OF INFLATION

The Company believes that over the past three years inflation has not had a
significant impact on the Company's results of operations.




                                       13



<PAGE>   14


PART II - OTHER INFORMATION


Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.

Item 14. Exhibits and Reports on Form 8-K

(A) Reports on Form 8-K

     No forms on 8-K were filed during the three month period ended June 30,
     1998

(B) Exhibit 27 - Financial Data Schedule

                                       14



<PAGE>   15


                                   SIGNATURES

     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 7th day of August, 1998.


SCHAWK, INC.
- --------------------------------------------------------------
(Registrant)                                                  
                                                              
                                                              
                                                              
                                                              
/s/ David A. Schawk                                           
- --------------------------------------------------------------
President, Chief Executive Officer and Director               
                                                              
                                                              
                                                              
                                                              
/s/ James J. Patterson                                        
- --------------------------------------------------------------
Senior Vice President and Chief Financial Officer             
                                                              
                                                              
                                                              
                                                              
/s/ Dennis D. Wilson                                          
- --------------------------------------------------------------
Director of Financial Reporting and Chief Accounting Officer  
                                                              




                                       15



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1998
<PERIOD-END>                               JUN-30-1998             JUN-30-1998
<CASH>                                          13,081                  13,081
<SECURITIES>                                    12,120                  12,120
<RECEIVABLES>                                   24,156                  24,156
<ALLOWANCES>                                       586                     586
<INVENTORY>                                      5,693                   5,693
<CURRENT-ASSETS>                                56,698                  56,698
<PP&E>                                          72,235                  72,235
<DEPRECIATION>                                  40,958                  40,958
<TOTAL-ASSETS>                                 131,420                 131,420
<CURRENT-LIABILITIES>                           17,409                  17,409
<BONDS>                                         44,623                  44,623
                                0                       0
                                          0                       0
<COMMON>                                           180                     180
<OTHER-SE>                                      64,734                  64,734
<TOTAL-LIABILITY-AND-EQUITY>                   131,420                 131,420
<SALES>                                         34,050                  65,061
<TOTAL-REVENUES>                                34,050                  65,061
<CGS>                                           18,334                  34,686
<TOTAL-COSTS>                                   18,334                  34,686
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                 903                   1,812
<INCOME-PRETAX>                                  8,367                  14,953
<INCOME-TAX>                                     3,348                   5,982
<INCOME-CONTINUING>                              5,019                   8,971
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     5,019                   8,971
<EPS-PRIMARY>                                     0.23                    0.68
<EPS-DILUTED>                                     0.22                    0.67
        

</TABLE>


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