Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SvYuNNEEPpK0pCtEgZNwDtqx1uSd+/L+rpL9aRA70yXBLvq5Hd641O1qCjZOaNF4 HsSmbroeHrkqqBOaf74/Zw== 0000913849-06-000613.txt : 20061107 0000913849-06-000613.hdr.sgml : 20061107 20061107122915 ACCESSION NUMBER: 0000913849-06-000613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 31 CONFORMED PERIOD OF REPORT: 20061106 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061107 DATE AS OF CHANGE: 20061107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHAWK INC CENTRAL INDEX KEY: 0000719164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICE INDUSTRIES FOR THE PRINTING TRADE [2790] IRS NUMBER: 362545354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09335 FILM NUMBER: 061192889 BUSINESS ADDRESS: STREET 1: 1695 RIVER ROAD CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 8478279494 MAIL ADDRESS: STREET 1: P O BOX 310 STREET 2: P O BOX 310 CITY: HEBRON STATE: IL ZIP: 60034 FORMER COMPANY: FORMER CONFORMED NAME: FILTERTEK INC /DE/ DATE OF NAME CHANGE: 19940812 8-K 1 f8k_110606.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2006

SCHAWK, INC.

(Exact Name of Registrant as Specified in its Charter)

____________________________

Delaware	1-09335	36-2545354
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
1695 River Road Des Plaines, IL		60018
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 827-9494

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01—Regulation FD Disclosure.

A copy of the November 2006 Investor Presentation prepared by Schawk, Inc. is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Note: The information being furnished pursuant to Item 7.01 of this report, which includes the information contained in Exhibit 99.1 under Item 9.01 below, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed a determination or an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD. The Company does not assume any obligation to update the information contained or incorporated by reference in this report.

Item 9.01—Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 November 2006 Investor Presentation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SCHAWK, INC.

Date: November 6, 2006	By:	/s/ James J. Patterson

James J. Patterson

Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
99.1	November 2006 Investor Presentation.

EX-99.1 2 ex99-1.htm NOVEMBER 2006 INVESTOR PRESENTATION November 2006 Investor Presentation

EXHIBIT 99.1

Investor Presentation

November 2006

Forward Looking Statement

Certain statements in this presentation are forward-looking statements

within the meaning of Section 21E of the Securities and Exchange Act of
1934, as amended and are subject to the safe harbor created thereby.
These statements are made based upon current expectations and beliefs
that are subject to risk and uncertainty. Actual results might differ
materially from those contained in the forward-looking statements because
of factors, such as, among other things, the strength of the United States
economy in general and specifically market conditions for the consumer
products industry, the level of demand for Schawk's services, loss of key
management and operational personnel, our ability to implement our
growth strategy, successful completion and integration of this acquisition
and other potential acquisitions, if any, the stability of state, federal and
foreign tax laws, our ability to identify and exploit industry trends and to
exploit technological advances in the imaging industry, our ability to
continue to implement our restructuring plan, the stability of political
conditions in Asia and other foreign countries in which we have production
capabilities, terrorist attacks and the U.S. response to such attacks, as
well as other factors detailed in Schawk, Inc.'s filings with the Securities
and Exchange Commission.

Who We Are

One of the world’s largest independent brand image solutions

companies

Founded in 1953 – public since 1995 (NYSE:SGK)

$614 million in revenue for 2005

Global presence with over 3,800 employees in 12 countries

across 4 continents

151 locations including 95 on-site at customer locations

(we are the only company with a presence in Asia)

34 of the Fortune 100 Companies are Schawk client-partners

Who We Are

Schawk is a global business that makes brand messaging more

efficient, more predictable and more profitable to our clients.

We achieve this by providing a range of marketing execution

services and solutions that include:

–

creative design

–

image development

–

implementation

–

process management

Schawk’s Value Proposition:

Integrated Solutions

CREATIVE

DEVELOPMENT

PRODUCTION

EXECUTION

Pre-Press

Media

Fulfillment

Planning

Messaging

Strategic

Design

Retouching

3D Imaging

Content

Creation

Workflow Management

Technology

Global Solutions

Local Management

Color Management

Digital Asset Management

Marketing Strategy	Brand Strategy	Image Enhancement	Extension	Scanning	File Distribution	KPI Reporting
Message Generation	Naming	Rendering	Production Art	Assembly	Print Management	Ad Effectiveness
Campaign/ Resource/ Logistics Plan	Package Design	Structural	Adaptation	Fingerprinting	Large Format
	Brand Standards		Localization	Trapping
				Engraving

RETAIL

CPG

PHARMA

ADVERTISING

Primary Industries Served

*Some companies have multiple on-site locations

UK (4)

Spain (1)

Belgium (1)

USA (37)

Canada (3)

Mexico (1)

China (3)

Australia (2)

India (1)

Japan (1)

Malaysia (1)

Singapore (1)

Client on-sites

(52^*)

(32)

(11)

Offices

NORTH AMERICA

EUROPE

ASIA PACIFIC

Unique Global Reach

STRATEGY

REASONS TO CHOOSE SCHAWK

TOOLS TO EXECUTE STRATEGY

Platform Positioned For Growth

Acquire new clients and expand

offerings to existing clients

Capitalize on enhanced platform

Match services to client needs

provide complete

Broad service offering – ability to

solution

Geographic reach – the only

company able to address clients’
local, regional and global service
needs

Focus on creative services

provides access to a higher level
of management

Global Platform

Breadth of Services

Strategic Growth

We Are Ahead Of Our 5-year Plan

Announced May 2003

Achieve average 20% annual top line growth over 5-years

consisting of organic and acquisition growth

Achieve low to mid-teen operating margin percentages

Achieve mid-teen percentage average annual growth over

5-years

Achieve vision to provide comprehensive, or integrated solutions,

to industry leading clients on a global basis

2007 Focus

Continue our strategy of acquiring, integrating and operating

companies

Strong, motivated management focused on capitalizing on

opportunities with new and existing clients

Confidence in our ability to achieve real cost & operating

synergies

Stronger infrastructure will drive top and bottom line growth

Focus on best-practice solutions that deliver against client needs

2007 Focus (continued)

Implement 5 New Business Objectives

Enhance/leverage our global presence and offering

Drive enterprise-wide executional excellence while relentlessly

pursuing innovation

Build a knowledge-based employee team to deliver global

integrated solutions to our clients

Improve overall dialogue, collaboration, and interaction with

clients

Develop, fund and implement a corporate marketing effort

Investment Opportunity

$30 billion global market

Schawk more than doubled in size from 2004 due to two major

acquisitions at the beginning of 2005

Internal growth engine is delivering results

Expanding global coverage

Dominant industry share

–

packaging, advertising & promotion

Infrastructure that meets both global and regional client needs

Creating superior solutions and high ROI for clients

SCHAWK'S

FOCUS

Publishing &

Other

$15.0

Packaging

$6.0

Advertising

$9.0

Serving a $30 Billion

Global Market

Source: Company estimate

Leader In Fragmented Market

Market Dynamics:

Majority of market participants

are single location, niche firms

with revenues of less than $20m

Increasing focus on POS

marketing strategies

Image changes and ad spending

drive growth

Increasingly technology intensive

Clients reducing marketing staff

and outsourcing function

Clients increasingly seeking

global solutions

Financial Overview

Long Term Performance

Over the past 10 years, Schawk has grown sales at a 20%

compounded average annual growth rate for the period ended

December 31, 2005.

An investment in Schawk stock 10 years ago at $8.12 per share

would have resulted in a 15% compounded average annual return
(including dividends) for the period ended December 31, 2005.

Note: Historical performance is not necessarily indicative of future performance

EBITDA¹

2002-2006 CAGR=23%

$87.0

$50.5

$39.0

$36.6

$85.0

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

1 EBITDA is net income plus income taxes,

interest, depreciation and amortization (Non-GAAP)

2 FYE 2002 EBITDA amount is before restructuring

charges (Non-GAAP)

3 FYE 2005 EBITDA amount excludes acquisition

integration expenses (Non-GAAP) and discontinued

operations

4 FYE 2006 Estimate includes acquisition integration

expenses

Strong Cash Flow Generator

($ in millions)

Proven ability to manage

operations through all market
conditions

A flexible business model that

enables Schawk to quickly
address workflow needs without
additional hiring

Strong financial discipline and

expense controls

2 3

REVENUEMIX

56% -Packaging

33% - Advertising/Retail

10% - Entertainment

1% - Other

PRE-ACQUISITIONS

2004 REVENUES – $238.3 MILLION

POST-ACQUISITIONS

2006 REVENUE EST. – $540 MILLION

REVENUE MIX

90% - Packaging

9% - Advertising/Retail

1% - Other

GEOGRAPHY

95% - NorthAmerica

5% - Asia

GEOGRAPHY

80% - North America

16% - Europe

4% - Asia

Diversifies revenue — reduces cyclicality

Expands geographical presence into European

market

Impact Of Transaction

SALES CAGR= 48.9%

OPERATING INCOMECAGR=38.0%

NET INCOME CAGR= 31.7%

DILUTED EPS CAGR= 22.4%

Amounts are as reported

(1) FYE 2002 operating income amount is before restructuring charges; FYE 2005 operating income is before acquisition integration expenses (Non-GAAP)

(2) FYE 2002 net income and EPS amounts are before restructuring charges and minority interest; FYE 2003 net income and EPS amounts are before non-recurring items; FYE 2005 net income and EPS amounts are before acquisition integration expenses (Non-GAAP)

$614.5

$238.3

$201.0

$186.2

$0.0

$200.0

$400.0

$600.0

$800.0

2002

2003

2004

2005

$64.9

$37.8

$27.5

$24.7

$0.0

$25.0

$50.0

$75.0

2002

2003

2004

2005

$0.71

$0.74

$1.01

$1.30

$0.00

$0.50

$1.00

$1.50

2002

2003

2004

2005

$35.0

$22.7

$16.2

$15.3

$0.0

$10.0

$20.0

$30.0

$40.0

2002

2003

2004

2005

($ in millions)

Historical Results

(1) The 2005 period includes acquisition integration expenses of $2.0 million.

Excluding these expenses, operating income would have been $17.0 million and operating margin percentage would have been 11.2%

(amounts in millions, except per share amounts)

Q3 2006

Q3 2005

Net Sales

134.8

151.6

-11.1%

Operating income

(1)

15.8

15.0

5.3%

Operating margin

(1)

11.7%

9.9%

1.8

Interest expense, net

2.6

2.1

23.8%

13.2

12.9

2.3%

Income taxes

5.0

4.8

4.2%

Income from continuing operations

8.2

Income (loss) from discontinued operations

-0.1

0.6

Net income

8.1

8.8

Earnings per share from

continuing operations, fully
diluted

0.30

0.29

3.4%

% of Change

Pre-tax income from continuing operations

September 30, 2006

Income Statement

(1) The 2006 period includes non-recurring income from reversal of reserve for litigation in Q2 2006 of $2.1 million. The 2005 period includes acquisition integration expenses of $3.8 million. Excluding these expenses, the 2005 operating income would have been $44.8 million and operating margin percentage would have been 10.8%.

(amounts in millions, except per share amounts)

Nine Months

2006

Nine Months

2005

Net Sales

408.6

416.1

-1.8%

Operating income

(1)

43.7

41.0

6.6%

Operating margin

(1)

10.7%

9.9%

0.8

Interest expense, net

7.8

5.7

36.8%

0.5

Pre-tax income from continuing operations

35.9

35.8

0.3%

Income taxes

13.6

13.4

Net income

21.9

22.2

-1.4%

Earnings per share from

continuing operations, fully
diluted

0.81

0.84

-3.6%

%of Change

1.5%

Other income

Income from continuing operations

22.3

22.4

-0.4%

Loss on discontinued operations, net of tax

-0.4

-0.2

September 30, 2006

Income Statement

LIABILITIES &

STOCKHOLDER’S EQUITY

Accounts payable $ 20.2

Accrued expenses 52.4

Income taxes payable 22.8

Total current liabilities $ 95.4

Long term debt 151.4

Other liabilities & deferred taxes 45.6

Stockholders’ equity 258.6

Total liabilities and total $ 551.0

stockholders’ equity

Note: September 30, 2006 financial statements are unaudited

ASSETS

September 30, 2006

Balance Sheet

Cash $ 7.3

Accounts receivable 125.2

Inventory 28.2

Other 26.6

Total current assets $ 187.3

PP&E, net 75.5

Goodwill 247.6

Other 40.6

Total assets $ 551.0

Nine Months Ended

September 30, 2006

Items Impacting Revenue

Sold discontinued operations effective February 28, 2006

Experienced lower revenue from largest retail client and from

entertainment industry accounts

General marketplace softness during the first nine months of 2006

versus a strong 2005

Lower revenues due to closed facilities

Nine Months Ended

September 30, 2006

Items Impacting Operating Income

Losses in Europe and at an acquired east coast facility

(closed June 30, 2006) and lower results with entertainment

accounts

Additional month of selling, general, and administration

expenses from Seven operations

Stock option expense

Acquisition integration expense

Nine Months Ended

September 30, 2006

Key Items For Q4 2006 and 2007

New business already announced in 2006 expected to generate $3 to $4 million in Q4 2006 and $20-25 million of additional revenue in 2007

Safeway business (integrated offering) continues to grow

Restructuring charge of $0.03 cents to $0.05 cents per share in

Q4 2006 for European restructuring

Active pipeline of acquisition candidates expected to result in

more acquisitions in 2007

Business Awards

Expected to generate $20-25 million of additional revenue in 2007:

Nine Months Ended

September 30, 2006

Coca-Cola

Dial

Fortune Brands

General Mills

Home Depot

Johnson & Johnson

Kellogg’s

Motorola

Procter & Gamble

Revlon

Unilever

Recent 2006 Client Wins

Expanded Relationship:

Global Business Growth

Anthem Awarded 2008 Beijing Olympics–All Packaging

Schawk Provides All Production Services–North American

Packaging

Piloting European Solution–Establishing Scope of Work

New Relationship:

Design thru Production Art

Anthem Awarded Strategic Design Agency of Record

Schawk Providing Production Services and Creative

Re-touching

Schawk Digital Solutions (BLUE) Enables Efficient

Deployment

Expanded Relationship:

Schawk Awarded All But 1 Category Of J&J Consumer

Brands 2006

Anthem Awarded Design Adaptation

Schawk Digital Solution (BLUE) Piloted 2006/2007

Investor Highlights

Recognized as one of America’s Best 200 Small Companies 2004, 2005 and just announced, #72 in 2006!

Listed by Business Week as one of the 100 Best Small Companies in 2004 and 2005 “Hot Growth” issue.

Schawk, Inc. was named the Best of the Best Workplace in the Americas in the graphic arts industry by Printing Industries of America. We also earned recognition in 2001, 2003 and 2005 as a Best Workplace.

Leader In

Fragmented

Market

Unique

Client

Relationships

Compre-

hensive

Service

Offering

Platform

Positioned

For Growth

Strong

Cash

Flow

Generator

Unmatched

Global

Capabilities

Investor Highlights (continued)

Thank You!