8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2007

SGS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-133825	20-3939981
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

626 West Main Street, Suite 500, Louisville, KY 40202

(Address of principal executive offices) (Zip Code)

(502) 637-5443

(Registrant’s telephone number, including area code)

N/A

(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:

¨ 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))

This report amends the Current Report on Form 8-K filed by SGS International, Inc., a Delaware corporation (the “Registrant”), on April 5, 2007 to report, among other things, the completion of the Registrant’s acquisition of the outstanding shares of McGurk Studios Limited and Thames McGurk Limited on April 2, 2007. As permitted under Item 9.01 of Form 8-K, this Form 8-K/A is being filed solely to amend Items 9.01(a) and (b) of the previously filed Form 8-K to provide the required historical and pro forma financial information which was not available at the time of the earlier filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

1. The audited balance sheet of McGurk Studios Limited as of 31st March 2006, the profit and loss account for the year ended 31st March 2006, the trading and profit and loss account for the year ended 31st March 2006, the notes to the financial statements, company information and the report of directors related to the financial statements, and the report of Sadofskys Chartered Accountants on the financial statements are attached hereto as Exhibit 99.1 and incorporated herein by reference.

2. The audited balance sheet of Thames McGurk Limited as of 31st March 2006, the profit and loss account for the year ended 31st March 2006, the trading and profit and loss account for the year ended 31st March 2006, the notes to the financial statements, company information and the report of directors related to the financial statements, and the report of Sadofskys Chartered Accountants on the financial statements are attached hereto as Exhibit 99.2 and incorporated herein by reference.

3. The unaudited condensed balance sheet of McGurk Studios Limited as of 31st March, 2007 and the profit and loss account for the quarter ended 31st March 2007 are attached hereto as Exhibit 99.3 and incorporated herein by reference.

4. The unaudited condensed balance sheet of Thames McGurk Limited as of 31st March, 2007 and the profit and loss account for the quarter ended 31st March 2007 are attached hereto as Exhibit 99.4 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The introduction to the unaudited pro forma condensed combined financial statements, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006, the unaudited pro forma condensed combined balance sheet as of March 31, 2007, and the notes to the unaudited pro forma condensed combined financial statements are attached hereto as Exhibit 99.5 and incorporated herein by reference.

(d) Exhibits.

10.1

Credit Agreement, dated as of December 30, 2005, among the Registrant and Southern Graphic Systems-Canada, Co., as borrowers, certain of the Registrant’s subsidiaries, as guarantors, UBS Securities LLC and Lehman Brothers Inc., as joint arrangers and joint bookmanagers, UBS AG, Stamford Branch, as issuing bank, US administrative agent, US collateral agent and Canadian collateral agent, Lehman Brothers Inc., as syndication agent, CIT Lending Services Corporation as documentation agent, National City Bank, as Canadian administrative agent, UBS Loan Finance LLC, as swingline lender, and the lenders referred to therein, incorporated by reference to exhibit 10.7 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825

10.2

First Amendment to Credit Agreement by and among the Registrant and Southern Graphic Systems-Canada, Co., as borrowers, certain affiliates of the borrowers, as guarantors, and the lenders party to the Credit Agreement as described therein, incorporated by reference to exhibit 10.8 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825

10.3	Security Agreement, dated as of December 30, 2005, by the Registrant, as borrower, certain of the Registrant’s subsidiaries, as guarantors, and UBS AG, Stamford Branch, as US collateral agent, incorporated by reference to exhibit 10.9 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
10.4	Canadian Security Agreement, dated as of December 30, 2005, by certain of the Registrant’s subsidiaries, as pledgors, and UBS AG, Stamford Branch, as Canadian collateral agent, incorporated by reference to exhibit 10.10 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
10.5	Debenture dated as of December 30, 2005, from SGS-UK Holdings Limited and others, as chargors, in favour of UBS AG, Stamford Branch, as Canadian collateral agent, incorporated by reference to exhibit 10.11 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
99.1	Audited financial statements of McGurk Studios Limited
99.2	Audited financial statements of Thames McGurk Limited
99.3	Unaudited interim financial statements of McGurk Studios Limited
99.4	Unaudited interim financial statements of Thames McGurk Limited
99.5	Unaudited pro forma condensed combined financial statements

SIGNATURE

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, thereunto duly authorized.

	SGS INTERNATIONAL, INC.
Date: June 14, 2007	By:	/s/ Benjamin F. Harmon, IV
		Benjamin F. Harmon, IV
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

EXHIBIT NUMBER	NAME OF EXHIBIT
10.1	Credit Agreement, dated as of December 30, 2005, among the Registrant and Southern Graphic Systems-Canada, Co., as borrowers, certain of the Registrant’s subsidiaries, as guarantors, UBS Securities LLC and Lehman Brothers Inc., as joint arrangers and joint bookmanagers, UBS AG, Stamford Branch, as issuing bank, US administrative agent, US collateral agent and Canadian collateral agent, Lehman Brothers Inc., as syndication agent, CIT Lending Services Corporation as documentation agent, National City Bank, as Canadian administrative agent, UBS Loan Finance LLC, as swingline lender, and the lenders referred to therein, incorporated by reference to exhibit 10.7 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
10.2	First Amendment to Credit Agreement by and among the Registrant and Southern Graphic Systems-Canada, Co., as borrowers, certain affiliates of the borrowers, as guarantors, and the lenders party to the Credit Agreement as described therein, incorporated by reference to exhibit 10.8 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
10.3	Security Agreement, dated as of December 30, 2005, by the Registrant, as borrower, certain of the Registrant’s subsidiaries, as guarantors, and UBS AG, Stamford Branch, as US collateral agent, incorporated by reference to exhibit 10.9 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
10.4	Canadian Security Agreement, dated as of December 30, 2005, by certain of the Registrant’s subsidiaries, as pledgors, and UBS AG, Stamford Branch, as Canadian collateral agent, incorporated by reference to exhibit 10.10 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
10.5	Debenture dated as of December 30, 2005, from SGS-UK Holdings Limited and others, as chargors, in favour of UBS AG, Stamford Branch, as Canadian collateral agent, incorporated by reference to exhibit 10.11 to the Registrant’s registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
99.1	Audited financial statements of McGurk Studios Limited
99.2	Audited financial statements of Thames McGurk Limited
99.3	Unaudited interim financial statements of McGurk Studios Limited
99.4	Unaudited interim financial statements of Thames McGurk Limited
99.5	Unaudited pro forma condensed combined financial statements

EX-99.1

Exhibit 99.1

McGurk Studios Limited

Report of the Directors and

Financial Statements for the year ended 31st March 2006

McGurk Studios Limited

Contents of the Financial Statements

for the year ended 31st March 2006

	Page
Company Information	1
Report of the Directors	2
Report of the Independent Auditors	4
Profit and Loss Account	5
Balance Sheet	6
Notes to the Financial Statements	7
Trading and Profit and Loss Account	12

McGurk Studios Limited

Company Information

for the year ended 31st March 2006

DIRECTORS:	P.E. McGurk
	L. McGurk
	Ms A.L. Austin
	J.R. McCarthy
SECRETARY:	P.E. McGurk
REGISTERED OFFICE:	2 Burleigh Street
	Holderness Road
	Hull
	East Yorkshire
	HU8 8SS
REGISTERED NUMBER:	2560917 (England and Wales)
AUDITORS:	Sadofskys Chartered Accountants
	Registered Auditors
	Princes House
	Wright Street
	Hull
	HU2 8HX
BANKERS:	HSBC
	PO Box 72
	55 Whitefriargate
	Hull
	HU1 2HX
SOLICITORS:	Rollits Solicitors
	Wilberforce Court
	High Street
	Hull
	HU1 1YJ

Page 1

McGurk Studios Limited

Report of the Directors

for the year ended 31st March 2006

The directors present their report with the financial statements of the company for the year ended 31st March 2006.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of design, artwork and flexographic reproduction.

DIRECTORS

The directors during the year under review were:

P.E. McGurk
L. McGurk
S.J. Marginson FCA	- resigned 1/8/05
Ms A.L. Austin
J.R. McCarthy

The beneficial interests of the directors holding office on 31st March 2006 in the issued share capital of the company were as follows:

	31/3/06	1/4/05
Ordinary £1 shares
P.E. McGurk	70,000	70,000
L. McGurk	10,000	10,000
Ms A.L. Austin	10,000	5,000
J.R. McCarthy	10,000	5,000

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period, In preparing these financial statements, the directors are required to

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 234ZA of the Companies Act 1985) of which the company’s auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

AUDITORS

The auditors, Sadofskys Chartered Accountants, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985.

Page 2

McGurk Studios Limited

Report of the Directors

for the year ended 31st March 2006

This report has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies.

ON BEHALF OF THE BOARD:

P.E. McGurk - Secretary

4th July 2006

Page 3

Report to the Shareholders of

McGurk Studios Limited

We have examined the financial statements of McGurk Studios Limited for the year ended 31st March 2006 on pages five to eleven. These financial statements have been prepared in accordance with the accounting policies set out therein and the requirements of the Financial Reporting Standard for Smaller Entities (effective January 2005).

This report is made solely to the company’s members, as a body. Our work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our work, for this report, or for the opinions we have formed.

Respective responsibilities

The directors’ responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out on page two.

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Report of the Directors is consistent with the financial statements.

In addition, we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our work, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.

We read the Report of the Directors and consider the implications for our report if we become aware of any apparent misstatements within it.

Basis of opinion

We conducted our work in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board other than as referred to below. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed. The scope of our work was limited in that it was based primarily upon enquiry, analytical procedures and assessing accounting policies in accordance with Generally Accepted Accounting Practice in the UK and the Financial Reporting Standard for Smaller Entities. We also carried out detailed verification work on individual balance sheet and profit and loss items and disclosures in the financial statements to ensure that there was no risk of material misstatement. We have not evaluated the company’s control procedures.

Subject to the above, we planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion

In our opinion:

• the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities, of the state of the company’s affairs as at 31st March 2006 and of its loss for the year then ended;

• the financial statements have been properly prepared in accordance with the Companies Act 1985; and

• the information given in the Report of the Directors is consistent with the financial statements.

Emphasis of matter

Without qualifying our opinion, we draw your attention to the inability of your systems to produce a detailed breakdown of work in progress at the year end. As a result of this, we were unable to perform any examination of evidence relevant to this area of the accounts and can not, therefore, form any opinion as to its accuracy.

We would further draw attention to the items set out on page 13.

Sadofskys Chartered Accountants

Registered Auditors

Princes House

Wright Street

Hull

5^th February 2007

Page 4

McGurk Studios Limited

Profit and Loss Account

for the year ended 31st March 2006

		31/3/06			31/3/05
	Notes	£			£
TURNOVER			5,260,799			4,995,545
Cost of sales			3,000,388			2,776,566
GROSS PROFIT			2,260,411			2,218,979
Administrative expenses			2,043,230			2,025,661
			217,181			193,318
Other operating income			478			213
OPERATING PROFIT	2		217,659			193,531
Interest receivable and similar income			2,589			85
			220,248			193,616
Interest payable and similar charges			145,375			135,621
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION			74,873			57,995
Tax on profit on ordinary activities	3		105,336			(34,029	)
(LOSS)/PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION			(30,463	)		92,024
Retained profit brought forward			753,576			661,552
RETAINED PROFIT CARRIED FORWARD		£	723,113		£	753,576

The notes form part of these financial statements

Page 5

McGurk Studios Limited

Balance Sheet 31st March 2006

		31/3/06				31/3/05
	Notes	£	£			£	£
FIXED ASSETS:
Tangible assets	4			1,408,740				1,468,997
CURRENT ASSETS:
Stocks		190,104				242,233
Debtors	5	1,717,707				1,713,470
Cash at bank and in hand		101,978				974
		2,009,789				1,956,677
CREDITORS: Amounts falling due within one year	6	2,211,328				2,108,850
NET CURRENT LIABILITIES:				(201,539	)			(152,173	)
TOTAL ASSETS LESS CURRENT LIABILITIES:				1,207,201				1,316,824
CREDITORS: Amounts falling due after more than one year	7			(156,146	)			(266,409	)
PROVISIONS FOR LIABILITIES:	9			(227,942	)			(196,839	)
			£	823,113			£	853,576
CAPITAL AND RESERVES:
Called up share capital	10			100,000				100,000
Profit and loss account				723,113				753,576
SHAREHOLDERS’ FUNDS:			£	823,113			£	853,576

These financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective January 2005).

The financial statements were approved by the Board of Directors on 4th July 2006 and were signed on its behalf by:

P.E. McGurk – Director

The notes form part of these financial statements

Page 6

McGurk Studios Limited

Notes to the Financial Statements

for the year ended 31st March 2006

1. ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective January 2005).

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery etc	- 25% on reducing balance,
	12.5% on reducing balance,   10% on reducing balance and   2% on cost

Stocks

Stock and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Pensions

The company operates a defined contribution pension scheme. Contributions payable for the year are charged in the profit and loss account.

2. OPERATING PROFIT

The operating profit is stated after charging:

	31/3/06	31/3/05
	£	£
Depreciation - owned assets	128,642	126,768
Depreciation - assets on hire purchase contracts	42,202	42,258
Loss on disposal of fixed assets	15,168	—
Pension costs	32,349	27,466
Directors’ emoluments and other benefits etc	241,255	181,911

Page 7

McGurk Studios Limited

Notes to the Financial Statements

for the year ended 31st March 2006

3. TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit on ordinary activities for the year was as follows:

	31/3/06	31/3/05
	£	£
Current tax:
UK corporation tax	38,770	—
Taxation adjustment for prior years	35,463	(34,029	)
Total current tax	74,233	(34,029	)
Deferred taxation	31,103	—
Tax on profit on ordinary activities	105,336	(34.029	)

4. TANGIBLE FIXED ASSETS

	Plant and machinery etc
	£
COST:
At 1st April 2005	4,049,545
Additions	150,755
Disposals	(58,984	)
At 31st March 2006	4,141,316
DEPRECIATION:
At 1st April 2005	2,580,548
Charge for year	170,844
Eliminated on disposals	(18,816	)
At 31st March 2006	2,732,576
NET BOOK VALUE:
At 31st March 2006	1,408,740
At 31st March 2005	1,468,997

The net book value of tangible fixed assets includes £336,948 (2005 - £282,442) in respect of assets held under hire purchase contracts.

Page 8

McGurk Studios Limited

Notes to the Financial Statements

for the year ended 31st March 2006

5. DEBTORS: AMOUNTS FALLING

DUE WITHIN ONE YEAR

	31/3/06	31/3/05
	£	£
Trade debtors	1,157,236	1,199,418
Other debtors	434,197	419,975
Prepayments	126,274	94,077
	1,717,707	1,713,470

6. CREDITORS: AMOUNTS FALLING

DUE WITHIN ONE YEAR

	31/3/06	31/3/05
	£	£
Bank loans and overdrafts	69,250	356,873
Hire purchase contracts	138,270	125,692
Trade creditors	783,676	637,831
Directors current accounts	5,273	6,092
Other creditors	—	706
Factoring account	833,665	671,000
Social security & other taxes	169,947	183,253
Taxation	48,770	21,311
Accrued expenses	162,477	106,092
	2,211,328	2,108,850

7. CREDITORS: AMOUNTS FALLING

DUE AFTER MORE THAN ONE YEAR

	31/3/06	31/3/05
	£	£
Bank loans	45,017	101,313
Hire purchase contracts	111,129	165,096
	156,146	266,409

8. SECURED DEBTS

The following secured debts are included within creditors:

	31/3/06	31/3/05
	£	£
Bank loan	12,500	30,500

9. PROVISIONS FOR LIABILITIES

	31/3/06	31/3/05
	£	£
Deferred tax	227,942	196,839

Page 9

McGurk Studios Limited

Notes to the Financial Statements

for the year ended 31st March 2006

9. PROVISIONS FOR LIABILITIES - continued

	Deferred tax
	£
Balance at 1st April 2005	196,839
Provision in year	31,103
Balance at 31st March 2006	227,942
Deferred tax provision
	31/3/06	31/3/05
	£	£
Accelerated capital allowances	227,942	196,839
	227,942	196,839

10. CALLED UP SHARE CAPITAL

Authorised, allotted, issued and fully paid:

Number:	Class:	Nominal		31/3/06	31/3/05
		value:		£	£
100,000	Ordinary	£	1	100,000	100,000

11. CONTROL

During this and the previous period, the company was controlled by P. E. McGurk.

Page 10

McGurk Studios Limited

Notes to the Financial Statements

for the year ended 31st March 2006

12. RELATED PARTY TRANSACTIONS

During the period, the company entered into transactions with related parties as stated below:

Sales	£
Thames McGurk	103,408
McGurk Labels	90,596
Stephenson McGurk	15,403
McGurk Group	2,236
McGurk Properties	1,784
McGurk Logistics	379
Purchases
McGurk Labels	6,467
McGurk Group	59,791
McGurk Logistics	62,850
McGurk Properties	37,310
Thames McGurk	2,597

At the balance sheet date the following balances were outstanding :

	Sales Ledger	Purchase Ledger	Other Debtors
Thames McGurk	61,523	1,035
McGurk Group	53,320	10,434
McGurk Properties		10,661
Astutia			16,390
McGurk Logistics			28,352
McGurk Labels			7,500
Stephenson McGurk			21,325

Page 11

McGurk Studios Limited

Trading and Profit and Loss Account

for the year ended 31st March 2006

	31/3/06			31/3/05
	£	£		£	£
Sales			5,260,799			4,995,545
Cost of sales:
Purchases	2,018,881			1,914,443
Production repairs & renewals	123,621			98,408
Wages & contributions	857,886			763,715
			3,000,388			2,776,566
GROSS PROFIT			2,260,411			2,218,979
Other income:
Admin charges received	478			213
Deposit account interest	1,796			85
Other interest received	793			—
			3,067			298
			2,263,478			2,219,277
Expenditure:
Directors’ remuneration	233,149			176,352
Social security	27,264			19,537
Pension contributions	32,349			27,466
Wages & contributions	665,620			525,643
Telephone	41,934			55,059
Postage & stationery	23,461			26,911
Advertising	3,374			36,771
Motor & travelling expenses	157,622			181,287
Insurance	33,277			26,465
Other operating leases	104,718			30,431
Hire of equipment	17,025			25,956
Repairs & renewals	75,979			141,844
Sundry expenses	37,647			53,695
Accountancy	8,500			16,500
Legal & professional fees	28,015			10,996
Management charges	67,000			379,397
Medical scheme contributions	24,269			13,278
Bad debts	177,471			—
Rent & rates	69,336			78,488
Light & heat	26,900			22,439
Bank interest	23,977			20,264
Factoring charges	79,702			84,301
Hire purchase interest	41,696			31,056
Bank charges	2,08			8,121
Depreciation of tangible fixed assets	170,844			169,025
Loss on disposal of fixed assets	15,168			—
			2,188,605			2,161,282
NET PROFIT		£	74,873		£	57,995

This page does not form part of the statutory financial statements

Page 12

McGurk Studios Limited

Summary of potential adjustments not reflected in the accounts on pages 5 to 12

Details	Profit Effect
	£
Additional depreciation charge	(32,509	)
Wages to capitalize re MAPS project	43,022
Cut off error	(3,844	)
Rebate calculation error	2,520
Obsolete stock adjustment	(1,409	)
Sales credit notes raised post year end	(11,470	)
Amcor rebate for February and March, 2006	(40.803	)
Total profit effect	(44,493	)
Other items for consideration
Details
Related company balances (due to be cleared as part of sale process)	(52,242	)
VAT creditor potentially not repayable	63.195
	10,953

This page does not form part of the statutory financial statements

Page 13

EX-99.2

Exhibit 99.2

Thames McGurk Ltd

Report of the Directors and

Financial Statements for the year ended 31st March 2006

Thames McGurk Ltd

Contents of the Financial Statements

for the year ended 31st March 2006

	Page
Company Information	1
Report of the Directors	2
Report of the Independent Auditors	4
Profit and Loss Account	5
Balance Sheet	6
Notes to the Financial Statements	7
Trading and Profit and Loss Account	11

Thames McGurk Ltd

Company Information

for the year ended 31st March 2006

DIRECTORS:	P J Fraine
	Miss J K Martindale
	P.E. McGurk
	Miss A.J. Crisp
SECRETARY:	P J Fraine
REGISTERED OFFICE:	Morley House
	6 Nottingham Street
	London
	WIU 5EJ
REGISTERED NUMBER:	2836677 (England and Wales)
AUDITORS:	Sadofskys, Chartered Accountants
	Princes House
	Wright Street
	Hull
	HU2 8HX

Page 1

Thames McGurk Ltd

Report of the Directors

for the year ended 31st March 2006

The directors present their report with the financial statements of the company for the year ended 31st March 2006.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of design and artwork studio.

DIRECTORS

The directors during the year under review were:

P J Fraine
Miss J K Martindale
P.E. McGurk
S. J. Marginson FCA	- resigned 6/7/05
Miss A.J. Crisp

The beneficial interests of the directors holding office on 31st March 2006 in the issued share capital of the company were as follows:

	31/3/06	1/4/05
Ordinary £1 shares
P J Fraine	33	33
Miss J K Martindale	33	33
P.E. McGurk	—	—
Miss A.J. Crisp	1	1

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 234ZA of the Companies Act 1985) of which the company’s auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

AUDITORS

The auditors, Sadofskys, Chartered Accountants, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985.

Page 2

Thames McGurk Ltd

Report of the Directors

for the year ended 31st March 2006

This report has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies.

ON BEHALF OF THE BOARD:

P J Fraine - Secretary

31st August 2006

Page 3

Report to the Shareholders of

Thames McGurk Limited

We have examined the financial statements of Thames McGurk Limited for the year ended 31st March 2006 on pages five to ten. These financial statements have been prepared in accordance with the accounting policies set out therein and the requirements of the Financial Reporting Standard for Smaller Entities (effective January 2005).

This report is made solely to the company’s members, as a body. Our work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our work, for this report, or for the opinions we have formed.

Respective responsibilities

The directors’ responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out on page two.

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Report of the Directors is consistent with the financial statements.

In addition, we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our work, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.

We read the Report of the Directors and consider the implications for our report if we become aware of any apparent misstatements within it.

Basis of opinion

We conducted our work in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board other than as referred to below. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed. The scope of our work was limited in that it was based primarily upon enquiry, analytical procedures and assessing accounting policies in accordance with Generally Accepted Accounting Practice in the UK and the Financial Reporting Standard for Smaller Entities. We also carried out detailed verification work on individual balance sheet and profit and loss items and disclosures in the financial statements to ensure that there was no risk of material misstatement. We have not evaluated the company’s control procedures.

Subject to the above, we planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion

In our opinion:

• the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities, of the state of the company’s affairs as at 31st March 2006 and of its loss for the year then ended;

• the financial statements have been properly prepared in accordance with the Companies Act 1985; and

• the information given in the Report of the Directors is consistent with the financial statements.

Emphasis of matter

We would further draw attention to the items set out on page 12.

Sadofskys Chartered Accountants

Registered Auditors

Princes House

Wright Street

Hull

HU2 8HX

5^th February 2007

Page 4

Thames McGurk Ltd

Profit and Loss Account

for the year ended 31st March 2006

		31/3/06	31/3/05
	Notes	£	£
TURNOVER	2	1,980,260	1,394,667
Cost of sales		1,110,141	702,914
GROSS PROFIT		870,119	691,753
Administrative expenses		692,448	461,288
OPERATING PROFIT	3	177,671	230,465
Interest receivable and similar income		515	576
		178,186	231,041
Interest payable and similar charges		1,160	—
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION		177,026	231,041
Tax on profit on ordinary activities	4	32,242	43,422
PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION		144,784	187,619

The notes form part of these financial statements

Page 5

Thames McGurk Ltd

Balance Sheet

31st March 2006

		31/3/06			31/3/05
	Notes	£	£		£	£
FIXED ASSETS
Tangible assets	6		158,308			101,877
CURRENT ASSETS
Debtors	7	457,340			312,735
Cash in hand		2,072			94
		459,412			312,829
CREDITORS
Amounts falling due within one year	8	592,375			383,188
NET CURRENT LIABILITIES			(132,963	)		(70,359	)
TOTAL ASSETS LESS CURRENT LIABILITIES			25,345			31,518
CREDITORS
Amounts falling due after more than one year	9		(12,930	)		—
PROVISIONS FOR LIABILITIES	11		(10,913	)		(10,300	)
NET ASSETS			1,502			21,218
CAPITAL AND RESERVES
Called up share capital	12		100			100
Profit and loss account	13		1,402			21,118
SHAREHOLDERS’ FUNDS			1,502			21,218

These financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective January 2005).

The financial statements were approved by the Board of Directors on 31st August 2006 and were signed on its behalf by:

P.E. McGurk - Director

P J Fraine - Director

The notes form part of these financial statements

Page 6

Thames McGurk Ltd

Notes to the Financial Statements

for the year ended 31st March 2006

1. ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective January 2005).

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery etc - 25% on reducing balance

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

Pensions

The company operates a defined contribution pension scheme. Contributions payable for the year are charged in the profit and loss account.

2. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company. An analysis of turnover by geographical market is given below:

	31/3/06	31/3/05
United Kingdom	97.06%	100.00%
Asia	2.94%	0.00%
	100.00%	100.00%

Page 7 continued...

Thames McGurk Ltd

Notes to the Financial Satements - continued

for the year ended 31st March 2006

3. OPERATING PROFIT

The operating profit is stated after charging:

	31/3/06	31/3/05
	£	£
Depreciation - owned assets	45,850	33,959
Depreciation - assets on hire purchase contracts	442	—
Pension costs	15,000	7,728
Directors’ emoluments and other benefits etc	193,801	183,418

4. TAXATION

Analysis of the tax charge

The tax charge on the profit on ordinary activities for the year was as follows:

	31/3/06		31/3/05
	£		£
Current tax:
UK corporation tax	36,844		43,422
Tax adjustment prior year	(5,215	)	—
Total current tax	31,629		43,422
Deferred tax	613		—
Tax on profit on ordinary activities	32,242		43,422

5. DIVIDENDS

	31/3/06	31/3/05
	£	£
Ordinary shares of £1 each
Interim	164,500	170,000

Page 8 continued...

Thames McGurk Ltd

Notes to the Financial Staments - continued

for the year ended 31st March 2006

6. TANGIBLE FIXED ASSETS

	Plant and machinery		Motor vehicles	Totals
	£		£	£
COST
At 1st April 2005	233,586		16,197	249,783
Additions	82,308		21,200	103,508
Disposals	(784	)	—	(784	)
At 31st March 2006	315,110		37,397	352,507
DEPRECIATION
At 1st April 2005	133,731		14,176	147,907
Charge for year	45,345		947	46,292
At 31st March 2006	179,076		15,123	194,199
NET BOOK VALUE
At 31st March 2006	136,034		22,274	158,308
At 31st March 2005	99,855		2,021	101,876

The net book value of tangible fixed assets includes £20,758 in respect of assets held under hire purchase contracts.

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

	31/3/06	31/3/05
	£	£
Trade debtors	438,823	300,593
Other debtors	12,142	12,142
Prepayments and accrued income	6,375	—
	457,340	312,735

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

	31/3/06	31/3/05
	£	£
Bank loans and overdrafts	41,539	59,281
Hire purchase contracts	3,214	—
Trade creditors	163,809	48,965
Tax	36,844	48,637
Social security and other taxes	66,186	44,077
Other creditors	280,000	180,650
Accrued expenses	783	1,578
	592,375	383,188

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

	31/3/06	31/3/05
	£	£
Hire purchase contracts	12,930	—

Page 9 continued...

Thames McGurk Ltd

Notes to the Financial Statements - continued

for the year ended 31st March 2006

10. SECURED DEBTS

The following secured debts are included within creditors:

	31/3/06	31/3/05
	£	£
Bank overdraft	7,708	—
Hire purchase contracts	16,144	—
	23,852	—

11. PROVISIONS FOR LIABILITIES

	31/3/06	31/3/05
	£	£
Deferred tax	10,913	10,300
		Deferred tax
		£
Balance at 1st April 2005		10,300
Deferred tax movement		613
Balance at 31st March 2006		10,913

12. CALLED UP SHARE CAPITAL

Authorised:
Number:	Class:	Nominal	31/3/06	31/3/05
		value:	£	£
1,000	Ordinary	£1	1,000	1.000
Allotted, issued and fully paid:
Number:	Class:	Nominal	31/3/06	31/3/05
		value:	£	£
100	Ordinary	£1	100	100

13. RESERVES

	Profit and loss account
	£
At 1st April 2005	21,118
Profit for the year	144,784
Dividends	(164,500	)
At 31st March 2006	1,402

Page 10

Thames McGurk Ltd

Trading and Profit and Loss Account

for the year ended 31st March 2006

	31/3/06		31/3/05
	£	£	£	£
Sales		1,980,260		1,394,667
Cost of sales
Purchases	522,668		359,175
Wages	587,473		343,739
		1,110,141		702,914
GROSS PROFIT		870,119		691,753
Other income
Deposit account interest		515		576
		870,634		692,329
Expenditure
Rent	82,453		31,428
Light and heat	4,133		1,257
Directors’ salaries	189,583		183,418
Directors’ social security	22,386		—
Directors’ pension contributions	15,000		7,650
Pensions	—		78
Other operating leases	13,372		14,026
Telephone	46,480		25,126
Post and stationery	47,967		41,515
Advertising	340		8,120
Motor expenses	96,586		53,308
Carriage	11,624		4,839
Staff welfare	2,067		3,389
Insurance	16,264		4,965
Repairs and renewals	9,841		14,138
Entertainment	17,619		15,088
Cleaning	1,564		278
Sundry expenses	1,332		50
Accountancy	19,513		14,083
Legal fees	36,584		2,545
Bad debts	6,508		—
Bank charges	4,940		2,028
Bank interest	2		—
Bank loan interest	1,158		—
Plant and machinery	45,345		33,285
Motor vehicles	947		674
		693,608		461,288
NET PROFIT		177,026		231,041

This page does not form part of the statutory financial statements

Page 11

Thames McGurk Limited

Summary of potential adjustments not reflected in the accounts on pages 5 to 11

Details	Profit Effect
	£
Hong Kong wages payment not posted	(3,268	)
Remove internet expenses behind fixed assets	(3,831	)
Adjust depreciation in respect of the above	958
SMP adjustment to closing creditor	(378	)
Bad debts to write off	(12,089	)
Provision for post year end credit notes	(22,147	)
Provision for post year end purchase invoices	(29,763	)
Hong Kong auditors fees	(1,379	)
Post year end purchase invoices 2005	18,421
Total profit effect	(53,476	)

This page does not form part of the statutory financial statements

Page 12

EX-99.3

Exhibit 99.3

McGurk Studios Limited

Unaudited Profit and Loss Account

for the quarter ended 31st March 2007

	£
TURNOVER	1,366,182
Cost of sales	949,980
GROSS PROFIT	416,202
Administrative expenses	384,654
OPERATING PROFIT	31,548
Interest receivable and similar income	—
	31,548
Interest payable and similar charges	25,839
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION	5,709
Tax on profit on ordinary activities	1,827
PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION	3,882

McGurk Studios Limited

Unaudited Condensed Balance Sheet

31st March 2007

	£	£
FIXED ASSETS
Tangible assets		1,281,531
CURRENT ASSETS
Stocks	233,410
Debtors	1,747,502
Cash and cash equivalents	150,415
	2,131,327
CREDITORS
Amounts falling due within one year	1,925,216
NET CURRENT ASSETS		206,111
TOTAL ASSETS LESS CURRENT LIABILITIES		1,487,642
CREDITORS
Amounts falling due after more than one year		10,424
PROVISIONS FOR LIABILITIES		227,941
NET ASSETS		1,249,277
CAPITAL AND RESERVES
Called up share capital		100,000
Profit and loss account		1,149,277
SHAREHOLDERS’ FUNDS		1,249,277

EX-99.4

Exhibit 99.4

Thames McGurk Limited

Unaudited Profit and Loss Account

for the quarter ended 31st March 2007

	£
TURNOVER	1,049,275
Cost of sales	615,402
GROSS PROFIT	433,873
Administrative expenses	229,416
OPERATING PROFIT	204,457
Interest receivable and similar income	1,673
	206,129
Interest payable and similar charges	553
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION	205,576
Tax on profit on ordinary activities	65,784
PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION	139,792

Thames McGurk Limited

Unaudited Condensed Balance Sheet

31st March 2007

	£	£
FIXED ASSETS
Tangible assets		235,356
CURRENT ASSETS
Debtors	988,510
Cash at bank and in hand	317,507
	1,306,017
CREDITORS
Amounts falling due within one year	403,939
NET CURRENT ASSETS		902,078
TOTAL ASSETS LESS CURRENT LIABILITIES		1,137,434
CREDITORS
Amounts falling due after more than one year		—
PROVISIONS FOR LIABILITIES		10,913
NET ASSETS		1,126,521
CAPITAL AND RESERVES
Called up share capital		100
Profit and loss account		1,126,421
SHAREHOLDERS’ FUNDS		1,126,521

EX-99.5

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On April 2, 2007, SGS International, Inc. (the “Registrant”) and SGS Packaging Europe Holdings Limited (“Holdings”), a wholly owned subsidiary of the Registrant, entered into Share Sale and Purchase Agreements (the “Agreements”) under which Holdings acquired the outstanding shares of McGurk Studios Limited (“Studios”) and Thames McGurk Limited (“Thames” and, together with Studios, “McGurks”) from Mr. P. E. McGurk, Mr. L. McGurk, Ms. A. L. Austin and Mr. J. R. McCarthy, in the case of Studios, and Mr. P. J. Fraine, Ms. J. K. Martindale, McGurk Group Limited and Ms. A. J. Crisp, in the case of Thames, for an aggregate consideration (the “Consideration”) of 9.2 million pounds sterling (approximately $18,193,920 based on the U.S. dollar/pound sterling exchange rate on April 2, 2007), subject to adjustment as described in the Agreements. The Consideration consists of a cash payment in the amount of 8,543,446 pounds sterling (approximately $16,895,519 based on the April 2, 2007 U.S. dollar/pound sterling exchange rate) and assumption of McGurks’ short-term and long-term indebtedness in the amount of 656,554 pounds sterling (approximately $1,298,401 based on the April 2, 2007 U.S. dollar/pound sterling exchange rate). McGurks is a UK-based provider of end-to-end digital design, artwork and reprographics for packaging solutions with locations in Hull and London, England, and Hong Kong.

On March 30, 2007, in connection with the financing of the acquisition described above, the Registrant borrowed the sum of $15.0 million (the “McGurk Borrowing”) under the acquisition facility of the December 30, 2005 senior secured credit facility provided to the Registrant by a syndicate of banks, financial institutions and other entities led by UBS Securities LLC and Lehman Brothers Inc.

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of the Registrant, the Registrant’s subsidiaries and McGurks after giving effect to (1) the acquisition of McGurks (the “McGurk Acquisition”) under SFAS No. 141, (2) the McGurk Borrowing, and (3) the adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet as of March 31, 2007 is presented as if the transactions occurred on March 31, 2007, and includes adjustments that are (1) directly attributable to the McGurk Acquisition and (2) factually supportable. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006 is presented as if the McGurk Acquisition occurred on January 1, 2006, and includes adjustments that are (1) directly attributable to the McGurk Acquisition, (2) factually supportable, and (3) expected to have a continuing impact.

In conjunction with the McGurk Acquisition, the total estimated purchase price is allocated to reflect the fair value of the assets acquired and liabilities assumed as of the date of the McGurk Acquisition in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations.” The purchase price allocation for the McGurk Acquisition is listed below. The purchase price allocation is subject to completion of final fair value allocations. The actual amounts that will be recorded based upon final assessment of fair values may differ substantially from the information presented in these unaudited pro forma condensed combined financial statements.

Purchase price	16,896	(1)
Transaction costs	310
Total acquisition price	17,206
Preliminary allocation of acquisition price
Current assets	6,748
Properties, plant and equipment	2,978
Goodwill	5,862
Customer relationships	5,699
Other intangible assets	980
Liabililties assumed	(5,061	)
Total acquisition price	17,206

⁽¹⁾ The acquisition price in the table above consists of the aggregate consideration of $18,194 (9,200 pound sterling) less debt assumed of $1,298 (657 pound sterling).

The unaudited pro forma condensed combined financial statements do not give consideration to expense savings and are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of the Registrant that would have been reported had the McGurk Acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of the Registrant. The unaudited pro forma condensed combined financial statements should be read in conjunction with (1) the accompanying notes to the unaudited pro forma condensed combined financial statements (2) the Registrant’s historical consolidated financial statements as of and for the year ended December 31, 2006 as reported in the Registrant’s Annual Report on Form 10-K, and (3) the Registrant’s historical consolidated condensed financial statements as of and for the quarter ended March 31, 2007 as reported in the Registrant’s Quarterly Report on Form 10-Q.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2006

(in thousands of dollars)

	Historical
	SGS International, Inc. and Subsidiaries	McGurk Studios Limited		Thames McGurk Limited		Pro Forma Adjustments		Pro Forma Combined
Sales	290,074	11,038		6,814		—		307,926
Costs and expenses:
Cost of goods sold (exclusive of depreciation)	192,095	6,858		3,273		—		202,226
Selling, general and administrative expenses	40,196	2,752		1,565		—		44,513
Depreciation and amortization	20,507	247		115		334	(a)	21,203
Interest expense	35,178	225		40		1,092	(b)	36,535
Other expenses, net	457	(38	)	(2	)	—		417
Total costs and expenses	288,433	10,044		4,991		1,426		304,894
Income before taxes on income	1,641	994		1,823		(1,426	)	3,032
Provision for taxes on income	1,019	315		574		(759	) (c)	1,149
Net Income	622	679		1,249		(667	)	1,883

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Balance Sheet

March 31, 2007

(in thousands of dollars)

	Historical
	SGS International, Inc. and Subsidiaries	McGurk Studios Limited	Thames McGurk Limited	Pro Forma Adjustments		Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	33,804	295	623	(16,896	) (d)	17,826
Receivables from customers, less allowances	58,662	3,431	1,941	—		64,034
Inventories	6,082	458	—	—		6,540
Deferred income taxes	818	—	—	—		818
Prepaid expenses and other current assets	8,773	—	—	—		8,773
Total current assets	108,139	4,184	2,564	(16,896	)	97,991
Properties, plants and equipment, net	51,745	2,516	462	—		54,723
Goodwill	163,212	—	—	5,862	(e)	169,074
Other intangible assets, net	167,160	—	—	6,679	(f)	173,839
Deferred financing costs, net	9,819	—	—	—		9,819
Other assets	447	—	—	(310	) (d)	137
Total assets	500,522	6,700	3,026	(4,665	)	505,583
Liabilities
Current liabilities	41,942	3,780	793	—		46,515
Long-term obligations	340,486	20	—	—		340,506
Non-current liabilities	517	—	—	—		517
Deferred income taxes	5,472	447	21	—		5,940
Total liabilities	388,417	4,247	814	—		393,478
Shareholders’ Equity
Common stock	—	196	—	(196	) (g)	—
Additional capital	107,000	—	—	—		107,000
Accumulated other comprehensive income - unrealized translation adjustments, net of tax	2,559	—	—	—		2,559
Retained Earnings	2,546	2,257	2,212	(4,469	) (g)	2,546
Total liabilities and shareholder’s equity	500,522	6,700	3,026	(4,665	)	505,583

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of the Registrant, the Registrant’s subsidiaries and McGurks after giving effect to (1) the McGurk Acquisition under SFAS No. 141, (2) the McGurk Borrowing, and (3) the adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet as of March 31, 2007 is presented as if the transactions occurred on March 31, 2007, and includes adjustments that are (1) directly attributable to the acquisition and (2) factually supportable. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006 is presented as if the McGurk Acquisition occurred on January 1, 2006, and includes adjustments that are (1) directly attributable to the McGurk Acquisition, (2) factually supportable, and (3) expected to have a continuing impact.

2. Pro Forma Adjustments

(a) Adjustment to record amortization expense associated with the customer relationships and other intangible assets recorded in connection with the preliminary purchase price allocation. The amortization expense is calculated using a useful life of 20 years.

(b) Adjustment to record interest expense associated with the McGurk Borrowing of $15,000 at a variable rate of LIBOR plus 2.5%. The average interest rate during the year ended December 31, 2006 was 7.28% for the Registrant’s borrowings on the senior secured credit facility denominated in pound sterling calculated using LIBOR plus 2.5%.

(c) Adjustment to record the provision for income taxes at a blended effective rate of 37.9% based on the Registrant’s effective tax rate for the year ended December 31, 2006.

(d) Adjustment to record the cash acquisition price, debt assumed, and transaction costs for the McGurk Acquisition.

(e) Adjustment to record the goodwill resulting from the McGurk Acquisition based on the preliminary purchase price allocation.

(f) Adjustment to record the customer relationships and other intangible assets of McGurks based on the preliminary purchase price allocation.

(g) Adjustment to eliminate the historical stockholders’ equity balances of McGurks.