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SGK Announces 2014 First-Quarter Results


April 30, 2014 - Des Plaines, IL

Schawk, Inc. (NYSE: SGK), now marketed as SGK (the "Company"), a leading global brand development, activation and deployment company, reported first-quarter 2014 results. Loss from continuing operations in the first quarter of 2014 was $2.7 million, or a loss of $0.10 per diluted share, versus income of $1.3 million, or $0.05 per diluted share, in the first quarter of 2013.

Included in the loss from continuing operations for the first quarter of 2014 was $8.1 million of merger-related expenses relating to the Company's entry into a definitive merger agreement with Matthews International Corporation on March 16, 2014.

In addition, the Company reported income of $1.9 million in the first quarter of 2014, relating to a decrease in the estimated liability originally recorded in 2012 for the Company's withdrawal from its remaining multiemployer pension plan within the United States.

Operating loss for the first quarter of 2014 was $5.0 million compared to operating income of $1.7 million for the same quarter of 2013.

On a non-GAAP basis, adjusting for financial impacts relating to merger-related expenses, the reduction in the Company's multiemployer pension withdrawal liability and certain other items further detailed in this release, 2014 first-quarter adjusted operating income was $3.6 million compared to $4.4 million in the prior-year period.

Adjusted income from continuing operations was $2.7 million, or $0.10 per diluted share, for the first quarter of 2014 compared to $3.0 million, or $0.11 per diluted share, during the same period of 2013. Please refer to the tables at the end of this press release for a reconciliation of these non-GAAP measures.

Chief Executive Officer David A. Schawk commented, "As previously announced, we entered into a definitive merger agreement with Matthews International Corporation on March 16, 2014, which we presently expect to close sometime during the third quarter of 2014. While we work toward completing the steps necessary to consummate the merger, we continue to remain focused on providing world-class brand development and deployment services to our clients."

Consolidated Results for the Quarter Ended March 31, 2014
Consolidated net revenues in the first quarter of 2014 were $101.9 million compared to $107.2 million in the prior-year period, a decrease of approximately $5.3 million, or 4.9 percent. Year-over-year revenues were negatively impacted by changes in foreign currency translation rates of approximately $0.7 million, as the U.S. dollar increased in value relative to the local currencies of certain of the Company's non-U.S. subsidiaries.

Consumer packaged goods (CPG) client revenue during the first quarter of 2014 was $89.0 million, or 87.3 percent of total net revenues, compared to $94.1 million in the same period of 2013, a decrease of 5.4 percent, due to reduced client activity within brand development and deployment. Retail and advertising client revenue in the first quarter of 2014 was essentially flat at $12.9 million, or 12.7 percent of total revenues, compared to $13.0 million during the same period of 2013.

Cost of services (excluding depreciation and amortization) was $65.4 million in the first quarter of 2014, a decrease of approximately $2.7 million from $68.2 million in the prior-year period, mainly due to cost reduction actions taken during 2013 and in the first quarter of 2014.

Selling, general and administrative expenses (excluding depreciation and amortization) decreased $2.2 million to $28.3 million in the first quarter of 2014 from $30.4 million in the same period of 2013. Reductions in expenses were driven by the Company's cost reduction efforts implemented during 2013 and in the first quarter of 2014.

Expenses related to the Company's pending merger with Matthews International Corporation, which included compensation-related expenses and professional fees, were $8.1 million during the first quarter of 2014.

Business and systems integration expenses related to the Company's information technology and business process improvement initiative decreased $1.1 million to $1.6 million in the first quarter of 2014 from $2.7 million in the prior-year period.

In addition, the Company reported $1.9 million of income resulting from a decrease in its multiemployer pension withdrawal liability originally recorded in 2012.

During the first quarter of 2014, operating loss was $5.0 million compared to operating income of $1.7 million in the prior-year period driven primarily by the merger-related expenses and a decline in consolidated net revenues, partially offset by decreases in cost of services and SG&A as well as the multiemployer pension withdrawal income. Non-GAAP adjusted operating income was $3.6 million for the first quarter of 2014 compared to $4.4 million in the prior-year comparable period.

The Company reported a tax benefit of $3.1 million in the first quarter of 2014 compared to a benefit of $0.7 million during the same period of 2013, due primarily to the Company's loss from continuing operations coupled with certain discrete tax benefits recorded during the 2014 quarter.

Loss from continuing operations was $2.7 million in the first quarter of 2014, or a loss of $0.10 per diluted share, compared to income of $1.3 million, or $0.05 per diluted share, in the same period of 2013. Non-GAAP adjusted income from continuing operations was $2.7 million, or $0.10 per diluted share, for the first quarter of 2014 compared to $3.0 million, or $0.11 per diluted share, on a comparable basis for the prior-year period.

Management Adjusted EBITDA Performance
Management Adjusted EBITDA for the first quarter of 2014 was $8.6 million compared to $9.0 million in the prior-year period. Please refer to the "Reconciliation of Non-GAAP Management Adjusted EBITDA" table attached at the end of this press release for a reconciliation of these measures.

Conference Call
In light of the pending merger with Matthews International Corporation, the Company will not be holding a first-quarter 2014 earnings conference call.

About SGK
SGK is a leading global brand development, activation and deployment company that drives brand performance. By creating brands, helping sell brands, producing brand assets and protecting brand equities, we help our clients achieve higher brand performance. SGK's global footprint spans more than 20 countries. For more information visit: http://www.sgkinc.com.

Non-GAAP Financial Measures
In addition to the presentation of Management Adjusted EBITDA in this release, the Company has presented certain other non-GAAP measures in the attachment entitled "Reconciliation of Non-GAAP measures to GAAP." Management believes that the presentation of non-GAAP measures provides investors with greater transparency and supplemental data relating to the Company's financial condition and results of operations and provides more consistent insight into the performance of the Company's core operations from period to period by showing the effects of certain non-operating items. These non-GAAP measures are reconciled to the closest GAAP measures on the schedules attached to this earnings release. The non-GAAP measures should not be viewed as alternatives to GAAP and may not be consistent with similar measures provided by other companies.

Safe Harbor Statement
Certain statements in this earnings release are forward-looking statements within the meaning of Section 21E of the Securities 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 may 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 in the U.S. and abroad; the level of demand for the Company's services; unfavorable foreign exchange fluctuations; changes in or weak consumer confidence and consumer spending; loss of key management and operational personnel; the ability of the Company to implement its business strategy and cost reduction plans and to realize anticipated cost savings; the ability of the Company to comply with the financial covenants contained in its debt agreements and obtain waivers or amendments in the event of non-compliance; the ability of the Company to maintain an effective system of disclosure and internal controls and the discovery of any future control deficiencies or weaknesses, which may require substantial costs and resources to rectify; the stability of state, federal and foreign tax laws; the ability of the Company to identify and capitalize on industry trends and technological advances in the imaging industry; higher than anticipated costs or lower than anticipated benefits associated with the Company's ongoing information technology and business process improvement initiative or unanticipated costs or difficulties associated with integrating acquired operations; higher than expected costs associated with compliance with legal and regulatory requirements; any impairment charges due to declines in the value of the Company's fixed and intangible assets, including goodwill; the stability of political conditions in foreign countries in which the Company has production capabilities; terrorist attacks and the U.S. response to such attacks; as well as other factors detailed in the Company's filings with the Securities and Exchange Commission. In addition, factors relating to the proposed merger between the Company and Matthews could cause results to differ materially from those set forth in forward-looking statements, including, among other things, the impact the pending merger will have on the Company's financial results prior to and following completion of the merger; the ability to complete the merger in the expected timeframe or at all, including as a result of purported class action lawsuits seeking to, among other things, enjoin the merger; merger integration risks and uncertainties; and disruptions to client and employee relationships and business operations as a result of the merger. The Company can give no assurance that the assumptions upon which such forward-looking statements are based will prove to have been correct, and undue reliance should not be placed on such statements. The Company assumes no obligation to update publicly any of these statements in light of future events.

The discussion of the Company's financial results within this earnings release should be read and considered in context of the Company's most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission.

For more information about SGK, visit its website at http://www.sgkinc.com.

Schawk, Inc. is now marketed as SGK




Schawk Inc.
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(In thousands, except per share amounts)

Three Months Ended
March 31, Increase (Decrease)
-------------------- -------------------
2014 2013 Amount Percent
--------- --------- --------- --------

Net revenues $ 101,886 $ 107,158 $ (5,272) (4.9)%

Operating expenses:
Cost of services (excluding
depreciation and amortization) 65,448 68,186 (2,738) (4.0)%
Selling, general and
administrative expenses
(excluding depreciation and
amortization) 28,261 30,441 (2,180) (7.2)%
Merger-related expenses 8,135 -- 8,135 nm
Depreciation and amortization 4,587 4,096 491 12.0%
Business and systems integration
expenses 1,608 2,658 (1,050) (39.5)%
Foreign exchange loss (gain) 349 (242) 591 nm
Acquisition integration and
restructuring expenses 345 243 102 42.0%
Multiemployer pension withdrawal
income (1,870) -- (1,870) nm
Impairment of long-lived assets -- 36 (36) nm
--------- --------- ---------
Operating income (loss) (4,977) 1,740 (6,717) nm

Other income (expense)
Interest income 87 26 61 nm
Interest expense (902) (1,095) 193 (17.6)%
--------- --------- ---------

Income (loss) from continuing
operations before income taxes (5,792) 671 (6,463) nm
Income tax benefit (3,059) (651) (2,408) nm
--------- --------- ---------

Income (loss) from
continuingoperations (2,733) 1,322 (4,055) nm
Income from
discontinuedoperations, net of
tax -- 133 (133) nm
--------- --------- ---------

Net income (loss) $ (2,733) $ 1,455 $ (4,188) nm
========= ========= =========

Diluted earnings (loss) per
share:
Income (loss) from
continuingoperations $ (0.10) $ 0.05 $ (0.15)
Income from
discontinuedoperations -- 0.01 (0.01)
--------- --------- ---------
Net income (loss) per common
share $ (0.10) $ 0.06 $ (0.16)

Weighted average number of
common and common equivalent
shares outstanding:
Diluted 26,350 26,224

Comprehensive loss $ (2,797) $ (886)
========= =========


nm = not meaningful



Schawk, Inc.
Consolidated Balance Sheets
(In thousands, except share amounts)

March 31, December 31,
2014 2013
------------- -------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 4,947 $ 6,171
Trade accounts receivable, less allowance
for doubtful accounts of $2,079 at March
31, 2014 and $2,040 at December 31, 2013 94,128 96,559
Unbilled services 18,322 18,095
Prepaid expenses and other current assets 13,403 8,584
Income tax receivable 11,076 2,053
Deferred income taxes 1,240 1,227
------------- -------------
Total current assets 143,116 132,689

Property and equipment, net 57,098 59,003
Goodwill, net 201,610 201,913
Other intangible assets, net:
Customer relationships 23,082 24,035
Other 420 461
Deferred income taxes 4,295 4,218
Other assets 8,271 8,222
------------- -------------

Total assets $ 437,892 $ 430,541
============= =============

Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $ 16,144 $ 17,132
Accrued expenses 68,620 51,137
Deferred income taxes 217 215
Income taxes payable 256 3,902
Current portion of long-term debt 1,266 1,266
------------- -------------
Total current liabilities 86,503 73,652
------------- -------------

Long-term liabilities:
Long-term debt 60,534 56,636
Deferred income taxes 11,231 8,759
Other long-term liabilities 38,326 40,647
------------- -------------
Total long-term liabilities 110,091 106,042
------------- -------------

Stockholders' equity:
Common stock, $0.008 par value, 40,000,000
shares authorized, 31,324,898 and
31,321,010 shares issued at March 31, 2014
and December 31, 2013, respectively,
26,230,827 and 26,226,303 shares
outstanding at March 31, 2014 and December
31, 2013, respectively 229 229
Additional paid-in capital 208,596 213,247
Retained earnings 87,153 92,000
Accumulated comprehensive income, net 10,541 10,605
Treasury stock, at cost, 5,094,071 and
5,094,707 shares of common stock at March
31, 2014 and December 31, 2013,
respectively (65,221) (65,234)
------------- -------------
Total stockholders' equity 241,298 250,847
------------- -------------

Total liabilities and stockholders' equity $ 437,892 $ 430,541
============= =============



Schawk Inc.
Segment Financial Data
(Unaudited)
(In thousands)

Three Months Ended
March 31, Increase (Decrease)
-------------------- -------------------
2014 2013 Amount Percent
--------- --------- --------- --------

Net revenues:
Americas $ 73,167 $ 82,574 $ (9,407) (11.4)%
Europe 23,566 19,872 3,694 18.6%
Asia Pacific 10,053 9,706 347 3.6%
Intersegment revenue elimination (4,900) (4,994) 94 1.9%
--------- --------- ---------

Total (1) $ 101,886 $ 107,158 $ (5,272) (4.9)%
========= ========= =========

Operating segment income (loss):
Americas $ 8,527 $ 11,842 $ (3,315) (28.0)%
Europe 1,522 (181) 1,703 nm
Asia Pacific 581 347 234 67.4%
Corporate (15,607) (10,268) (5,339) (52.0)%
--------- --------- ---------

Operating income (loss) $ (4,977) $ 1,740 $ (6,717) nm
========= ========= =========

Quarter-over-quarter net revenues were negatively impacted by changes in
foreign currency translation rates for the Americas and Asia Pacific
segments by approximately $1.0 million and $0.8 million, respectively. Net
revenues for the Europe segment benefited by approximately $1.1 million
for the quarter. Total consolidated net revenues were negatively impacted
by changes in foreign currency translation rates by approximately $0.7
million in the first quarter of 2014 compared to the prior-year comparable
quarter.



Schawk, Inc.
Reconciliation of Non-GAAP Measures to GAAP
(Unaudited)
(In thousands, except per share amounts)

Three Months Ended
March 31,
----------------------
2014 2013
---------- ----------

Operating income (loss) - GAAP $ (4,977) $ 1,740
Adjustments:
Merger-related expenses 8,135 --
Business and systems integration expenses 1,608 2,658
Foreign currency (gain) loss 349 (242)
Impairment of long-lived assets -- 36
Acquisition integration and restructuring expenses 345 243
Multiemployer pension withdrawal income (1,870) --
---------- ----------

Adjusted operating income - non GAAP $ 3,590 $ 4,435
========== ==========


Income (loss) from continuing operations - GAAP $ (2,733) $ 1,322
Adjustments - net of tax effects (1):
Merger-related expenses 5,023 --
Business and systems integration expenses 1,069 1,641
Foreign currency (gain) loss 269 (174)
Impairment of long-lived assets -- 32
Acquisition integration and restructuring expenses 216 156
Multiemployer pension withdrawal income (1,155) --
---------- ----------

Adjusted income from continuing operations - non
GAAP $ 2,689 $ 2,977
========== ==========


Earnings (loss) from continuing operations per
diluted share - GAAP $ (0.10) $ 0.05
Adjustments - net of tax effects (1):
Merger-related expenses 0.19 --
Business and systems integration expenses 0.04 0.06
Foreign currency (gain) loss 0.01 (0.01)
Impairment of long-lived assets -- --
Acquisition integration and restructuring expenses -- 0.01
Multiemployer pension withdrawal income (0.04) --
---------- ----------

Adjusted earnings from continuing operations per
diluted share - non GAAP $ 0.10 $ 0.11
========== ==========

Weighted average common and common stock
equivalents outstanding - GAAP (diluted) 26,350 26,224
========== ==========

(1) Adjustments have been tax-effected at the jurisdictions' statutory
rates.



Schawk, Inc.
Reconciliation of Non-GAAP Management Adjusted EBITDA
(Unaudited)
(In thousands)

Three Months Ended Twelve Months Ended
March 31, March 31,
-------------------- --------------------
2014 2013 2014 2013
--------- --------- --------- ---------
Income (loss) from continuing
operations - GAAP $ (2,733) $ 1,322 $ 9,163 $ (20,669)
Interest expense 902 1,095 4,131 3,905
Income tax expense (benefit) (3,059) (651) 4,495 (10,705)
Depreciation and amortization
expense 4,587 4,096 18,627 17,163
Impairment of long-lived assets -- 36 466 4,317
Stock based compensation 1,247 416 2,475 1,713
--------- --------- --------- ---------
Adjusted EBITDA - non GAAP 944 6,314 39,357 (4,276)
Permitted add backs on debt
covenants:
Proforma effect of acquisitions
and asset sales -- 290 210 1,601
Acquisition integration and
restructuring expenses -- -- -- 181
Business and systems integration
expenses -- 2,658 -- 10,000
Multiemployer pension withdrawal
expense (1,870) -- (1,870) 31,683
--------- --------- --------- ---------
Adjusted EBITDA for covenant
compliance - non GAAP (926) 9,262 37,697 39,189
--------- --------- --------- ---------
Merger-related expenses 7,196 -- 7,196 --
Acquisition integration and
restructuring expenses 345 243 1,876 4,234
Business and systems integration
expenses 1,608 -- 6,438 1,647
Proforma effect of acquisitions
and asset sales -- (290) (210) (1,601)
Multiemployer pension plan
withdrawal expense -- -- -- (203)
Foreign exchange loss (gain) 349 (242) 1,882 1,111
--------- --------- --------- ---------
Management Adjusted EBITDA - non
GAAP $ 8,572 $ 8,973 $ 54,879 $ 44,377
========= ========= ========= =========

Use of Non-GAAP Adjusted EBITDA, Adjusted EBITDA for covenant compliance, and Management adjusted EBITDA
Adjusted EBITDA, as presented within this release, is defined as earnings before interest, income taxes, depreciation and amortization, and other certain non-cash items. Adjusted EBITDA for covenant compliance, as defined in the Company's current debt agreements, is defined as Adjusted EBITDA excluding certain items, including items that are generally considered non-operating, as permitted under the Company's current revolving credit facility, and is used by management to gauge its ongoing compliance with the Company's principal debt covenants, as well as pricing on its revolving credit facility. Management adjusted EBITDA is used to evaluate the core operating activities of the Company from period to period. None of the measures presented above represent cash flows from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income or cash flow from operations as an indicator of our operating performance, and are not indicative of cash available to fund all cash flow needs. These measures also may be inconsistent with similar measures presented by other companies or EBITDA as defined under guidance from the Securities and Exchange Commission.

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AT SGK:
Timothy Allen
Vice President, Finance
Operations and Investor Relations
847-827-9494
Email Contact

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