CONSOLIDATED GRAPHICS INC /TX/
8-K, 1996-10-31
COMMERCIAL PRINTING
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================================================================================

                       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): OCTOBER 30, 1996

                          CONSOLIDATED GRAPHICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                TEXAS                                 0-24068          
    (STATE OR OTHER JURISDICTION              (COMMISSION FILE NUMBER) 
          OF INCORPORATION)                                            

                                   76-0190827
                                (I.R.S. EMPLOYER
                               IDENTIFICATION NO.)

                            2210 WEST DALLAS STREET
                              HOUSTON, TEXAS 77019
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 529-4200

================================================================================
<PAGE>
ITEM 5.  OTHER EVENTS

     On October 30, 1996, Consolidated Graphics, Inc. (the "Company")
announced its second quarter results for the quarterly period ended September
30, 1996. A copy of the press release is attached hereto as Exhibit 99.

     The attached press release may contain forward looking information. Readers
are cautioned that such information involves risks and uncertainties, including
the possibility that events may occur which preclude completion of the Company's
pending or other future acquisitions.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  EXHIBITS

     The following exhibit is filed herewith:

          99  Press Release of Consolidated Graphics, Inc. dated October 30,
              1996 with respect to the announcement of the Company's second
              quarter results.

                                       1
<PAGE>
                                   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 HEREUNTO DULY AUTHORIZED.

                                               CONSOLIDATED GRAPHICS, INC.
                                                       (Registrant)

                                          By: /s/  G. CHRISTOPHER COLVILLE
                                                   G. CHRISTOPHER COLVILLE
                                                VICE PRESIDENT -- MERGERS AND
                                                       ACQUISITIONS
                                               CHIEF FINANCIAL AND ACCOUNTING
                                                         OFFICER

Date:  October 31, 1996

                                       2


EXHIBIT 99
                                     FOR:          Consolidated Graphics, Inc.
                                     APPROVED BY:  Mary K. Collins
                                                   Senior Vice President
                                                   Consolidated Graphics, Inc.
                                                   (713) 529-4200
                                     CONTACT:      Betsy Brod/Jeff Majtyka
                                                   Press: Stan Froelich
                                                   Morgen-Walke Associates, Inc.
                                                   (212) 850-5600               

FOR IMMEDIATE RELEASE

            CONSOLIDATED GRAPHICS, INC. REPORTS RECORD EARNINGS FOR
                   FISCAL 1997 SECOND QUARTER AND SIX MONTHS

 -- NEW ACQUISITIONS DRIVE 60% SECOND QUARTER EPS INCREASE; REVENUES UP 78% --

HOUSTON, TEXAS -- OCTOBER 30, 1996 -- CONSOLIDATED GRAPHICS, INC.
(NASDAQ/NNM:COGI) today reported its financial results for the fiscal 1997
second quarter and six months ended September 30, 1996.

     Second quarter net income increased 80% over the fiscal 1996 second
quarter, to $2.4 million, with a corresponding 60% increase in EPS, to $.40 per
share. Sales for the second quarter increased 78%, to $34.5 million from $19.3
million in the corresponding fiscal 1996 period. For the first half of fiscal
1997, net income rose 63%, to $4.1 million, with a corresponding EPS increase of
48%, to $.68 per share. Fiscal 1997 first-half sales were $62.7 million, 62%
higher than the first six months of fiscal 1996.

     Joe R. Davis, Chairman and Chief Executive Officer, stated, "Consolidated
Graphics' strong performance in the second quarter illustrates the progress
we're making in executing our growth strategy. Higher sales and earnings were
driven by the addition of six new printing companies in the last nine months,
and were supported by the continued solid performance of our existing companies.
Second-quarter results were enhanced by the earlier-than-anticipated completion
of several of the recent acquisitions. It is also important to note that we are
buying high-quality companies in attractive markets, presenting the opportunity
for additional performance gains to complement our own internal growth. The
Company's ability to realize these performance gains is apparent in the expanded
operating margin for the second quarter."

     Mr. Davis added, "As we move ahead in the third quarter, we have a
pipeline of quality acquisition opportunities under evaluation. With a financial
condition that remains very healthy, the Company is positioned to capitalize on
the best of these opportunities."

     Consolidated Graphics, Inc. is one of the fastest growing printing
companies in the United States. It is a consolidator in a fragmented industry
that adds value to its acquisitions by providing the financial and operational
strengths, management support and technological advantages associated with a
larger organization. With the completion of a pending acquisition in Richmond,
VA, Consolidated Graphics will operate 16 printing companies in 12 markets.

                             -- Table to Follow --
<PAGE>
                             CONSOLIDATED GRAPHICS
                                 (NASDAQ: COGI)
                               INCOME STATEMENTS
                     (in thousands, except per share data)
<TABLE>
<CAPTION>
                                         QUARTER ENDED      QUARTER ENDED     SIX MONTHS ENDED     SIX MONTHS ENDED
                                        SEPT. 30, 1996     SEPT. 30, 1995      SEPT. 30, 1996       SEPT. 30, 1995
                                        ---------------    ---------------    -----------------    -----------------
<S>                                        <C>                <C>                 <C>                  <C>      
Sales................................      $  34,451          $  19,308           $  62,709            $  38,786

Cost of sales........................         23,864             13,689              44,030               27,769
                                        ---------------    ---------------    -----------------    -----------------
     GROSS PROFIT....................         10,587              5,619              18,679               11,107

Selling expenses.....................          3,410              1,860               6,258                3,883

General and administrative
  expenses...........................          2,722              1,478               5,014                3,004
                                        ---------------    ---------------    -----------------    -----------------
     OPERATING INCOME................          4,455              2,281               7,407                4,220

Interest expense.....................            595                206                 934                  358
                                        ---------------    ---------------    -----------------    -----------------
     INCOME BEFORE INCOME TAXES......          3,860              2,075               6,473                3,862

Income taxes.........................          1,428                723               2,368                1,351
                                        ---------------    ---------------    -----------------    -----------------
     NET INCOME......................      $   2,432          $   1,352           $   4,105            $   2,511
                                        ===============    ===============    =================    =================
Fully diluted earnings per share.....      $     .40          $     .25           $     .68            $     .46
                                        ===============    ===============    =================    =================
Weighted average shares
  outstanding........................      6,116,307          5,474,342           6,024,367            5,470,468
                                        ===============    ===============    =================    =================
</TABLE>



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