===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ------------ TO --------
COMMISSION FILE NUMBER 0-24068
------------------------
CONSOLIDATED GRAPHICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-0190827
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
2210 WEST DALLAS STREET
HOUSTON, TEXAS 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFIC (ZIP CODE)
Registrant's telephone number, including area code: (713) 529-4200
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares of Common Stock, par value $.01 per share, of the
Registrant outstanding at July 31, 1996 was 6,117,140.
===============================================================================
CONSOLIDATED GRAPHICS, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
INDEX
PAGE
----
Part I -- Financial Information
Item 1 -- Financial Statements
Consolidated Balance Sheets
at June 30, 1996 and March
31, 1996................... 1
Consolidated Income
Statements for the Three
Months Ended
June 30, 1996 and
1995....................... 2
Consolidated Statements of
Cash Flows for the Three
Months Ended
June 30, 1996 and
1995....................... 3
Notes to Consolidated
Financial Statements....... 4
Item 2 -- Management's
Discussion and Analysis of
Financial Condition and
Results of
Operations...................... 5
Part II -- Other Information
Item 1 -- Legal Proceedings..... 9
Item 6 -- Exhibits and Reports
on Form 8-K.................... 9
Signatures........................... 10
(i)
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
JUNE 30, MARCH 31,
1996 1996
----------- ----------
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....... $ 1,949 $ 3,086
Accounts receivable, net........ 21,031 19,317
Inventories..................... 6,493 8,023
Prepaid expenses................ 845 1,077
----------- ----------
Total current assets....... 30,318 31,503
PROPERTY AND EQUIPMENT, net.......... 62,203 50,591
GOODWILL, net........................ 4,982 5,015
OTHER ASSETS......................... 776 700
----------- ----------
$98,279 $ 87,809
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term
debt........................... $ 1,152 $ 1,221
Accounts payable................ 4,477 5,719
Accrued liabilities............. 11,981 5,648
Income taxes payable............ 209 60
----------- ----------
Total current
liabilities............. 17,819 12,648
LONG-TERM DEBT, net of current
portion............................ 23,514 20,105
DEFERRED INCOME TAXES................ 5,266 5,180
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value;
20,000,000 shares authorized,
5,936,260 and 5,927,360 issued
and outstanding................ 59 59
Additional paid-in capital...... 32,893 32,762
Retained earnings............... 18,728 17,055
----------- ----------
Total shareholders'
equity.................. 51,680 49,876
----------- ----------
$98,279 $ 87,809
=========== ==========
See accompanying notes to consolidated financial statements.
1
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
JUNE 30
--------------------
1996 1995
--------- ---------
SALES................................ $ 28,258 $ 19,478
COST OF SALES........................ 20,166 13,990
--------- ---------
Gross profit.................... 8,092 5,488
SELLING EXPENSES..................... 2,848 2,023
GENERAL AND ADMINISTRATIVE
EXPENSES........................... 2,292 1,526
--------- ---------
Operating income................ 2,952 1,939
INTEREST EXPENSE..................... 339 152
--------- ---------
Income before provision for
income taxes................... 2,613 1,787
PROVISION FOR INCOME TAXES........... 940 628
--------- ---------
NET INCOME........................... $ 1,673 $ 1,159
========= =========
EARNINGS PER SHARE OF COMMON STOCK... $.28 $.21
========= =========
See accompanying notes to consolidated financial statements.
2
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
JUNE 30
---------------------
1996 1995
---------- ---------
OPERATING ACTIVITIES:
Net income...................... $ 1,673 $ 1,159
Adjustments to reconcile net
income to net cash provided
by operating activities --
Depreciation and
amortization............ 1,156 747
Deferred tax provision..... 86 108
Changes in assets and
liabilities, net of
effects of acquisitions
--
Accounts receivable..... (804) 1,395
Inventories............. 1,726 768
Prepaid expenses........ 245 (29)
Other assets............ (68) (82)
Accounts payable and
accrued liabilities... (1,799) (1,226)
Income taxes payable.... 188 (82)
---------- ---------
Net cash provided
by operating
activities...... 2,403 2,758
---------- ---------
INVESTING ACTIVITIES:
Acquisition of business......... (3,880) (1,074)
Acquisitions of property and
equipment...................... (3,087) (375)
---------- ---------
Net cash used in
investing
activities...... (6,967) (1,449)
---------- ---------
FINANCING ACTIVITIES:
Proceeds from revolving credit
agreement...................... 17,250 5,100
Payments on revolving credit
agreement...................... (13,550) (6,100)
Payments on long-term debt...... (365) (174)
Proceeds from exercise of stock
options........................ 92 --
---------- ---------
Net cash provided
by (used in)
financing
activities...... 3,427 (1,174)
---------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS................... (1,137) 135
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD................ 3,086 1,707
---------- ---------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD............................. $ 1,949 $ 1,842
========== =========
See accompanying notes to consolidated financial statements.
3
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
(UNAUDITED)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements include the
accounts of Consolidated Graphics, Inc. and its wholly owned subsidiaries (the
"Company"). All intercompany balances and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles, and the
Securities and Exchange Commission's rules and regulations, for reporting
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended March 31, 1997. Balance sheet information as of
March 31, 1996 has been derived from the 1996 annual audited financial
statements of the Company. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Form 10-K
filed with the Securities and Exchange Commission in July 1996.
Earnings per share are calculated by dividing net income by the weighted
average number of shares outstanding, respectively, totaling 5,930,177 and
5,466,552 for the three months ended June 30, 1996 and 1995.
The consolidated statements of cash flows provide information about changes
in cash and exclude the effects of noncash transactions. For purposes of the
consolidated statements of cash flows, the Company considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents. Interest paid during the three-month periods ended June 30,
1996 and 1995 was $342 and $155, respectively. Income tax payments during the
three-month periods ended June 30, 1996 and 1995 were $100 and $602,
respectively. The effect of an accrual totaling $6,000 reflected in the
Company's June 30, 1996 balance sheet related to the acquisition of certain
printing presses has been eliminated from the presentation of the statement of
cash flows for the three months ended June 30, 1996.
2. LONG-TERM DEBT
The following is a summary of the Company's long-term debt:
JUNE 30, MARCH 31,
1996 1996
--------- ---------
Revolving credit agreement........... $ 20,000 $16,300
Notes payable and capital leases..... 4,666 5,026
--------- ---------
Total long-term debt............ 24,666 21,326
Less current portion............ (1,152) (1,221)
--------- ---------
$ 23,514 $20,105
========= =========
3. ACQUISITIONS
In June 1996 the Company paid $3,880 to acquire substantially all of the
assets and retire the outstanding debt of Bridgetown Printing Co. ("Bridgetown")
in Portland, Oregon. The Company also assumed substantially all of Bridgetown's
remaining liabilities.
In July 1996 the Company announced the completion of the acquisitions of
Garner Printing in Des Moines, Iowa, and Eagle Press in Sacramento, California.
4
CONSOLIDATED GRAPHICS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSIONS CONTAIN FORWARD-LOOKING INFORMATION. READERS ARE
CAUTIONED THAT SUCH INFORMATION INVOLVES RISKS AND UNCERTAINTIES, INCLUDING
THOSE CREATED BY GENERAL MARKET CONDITIONS, COMPETITION AND THE POSSIBILITY THAT
EVENTS MAY OCCUR WHICH LIMIT THE ABILITY OF THE COMPANY TO MAINTAIN OR IMPROVE
ITS OPERATING RESULTS OR EXECUTE ITS GROWTH STRATEGY OF ACQUIRING ADDITIONAL
COMPANIES. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE
FORWARD-LOOKING STATEMENTS ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD BE
INNACURATE, AND THERE CAN THEREFORE BE NO ASSURANCE THAT THE FORWARD-LOOKING
STATEMENTS INCLUDED HEREIN WILL PROVE TO BE ACCURATE. THE INCLUSION OF SUCH
INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY
OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE COMPANY WILL BE ACHIEVED.
GENERAL
Consolidated Graphics, Inc. ("COGI"or the "Company") is one of the fastest
growing providers of general commercial printing services in the United States.
Since its formation in 1985, the Company has expanded its operations to include
15 printing companies in eleven markets: Dallas, Denver (3), Des Moines, Houston
(3), Phoenix, Portland, Sacramento, San Antonio, San Diego, Seattle and Tulsa.
The Company's sales are derived from the production and sale of printed
materials. The materials are sold and manufactured by each of the operating
subsidiaries, and each product is customized depending on the needs of the
customer. All of the operating subsidiaries provide general commercial printing
services relating to the production of annual reports, training manuals, product
and capability brochures, direct mail pieces, catalogs and other promotional
material, all of which tend to be recurring in nature. In addition, one of the
subsidiaries also provides transaction-oriented financial printing services,
including the printing of registration and information statements filed with the
Securities and Exchange Commission and official statements for municipal
securities. Each printing company has its own separate operations which include
sales, estimating, customer service, prepress, production and postpress
operations, and accounting. The Company's corporate office, located in Houston,
provides centralized cash management, financial reporting and certain
administrative services to all of the operating subsidiaries.
The Company's financial results in a given period may be affected by the
timing and magnitude of acquisitions. Operating income margins of acquired
companies typically have been lower in the initial years following their
acquisition. As a result, the Company's overall operating income margins may be
lower following an acquisition while the acquired company is adapting to and
implementing the Company's management practices.
The Company competes in the general commercial and financial printing
sectors, which are characterized by individual orders from customers for
specific printing projects rather than long-term contracts, with continued
engagement for successive jobs dependent upon the customer's satisfaction with
the services provided. As such, the Company is unable to predict, for more than
a few weeks in advance, the number, size and profitability of printing jobs in a
given period. Consequently, the timing of projects in any quarter could have a
significant impact on financial results in that quarter.
5
RESULTS OF OPERATIONS
The following tables set forth the Company's historical income statements
and certain percentage relationships based thereon for the periods indicated:
AS A PERCENTAGE
OF SALES
--------------------
THREE MONTHS THREE MONTHS
ENDED JUNE 30 ENDED JUNE 30
---------------------- --------------------
1996 1995 1996 1995
--------- -------- --------- ---------
(IN MILLIONS)
Sales........................ $ 28.3 $19.5 100.0% 100.0%
Cost of sales................ 20.2 14.0 71.4 71.8
--------- ----------- --------- ---------
Gross profit............ 8.1 5.5 28.6 28.2
Selling expenses............. 2.8 2.0 10.1 10.4
General and administrative
expenses................... 2.3 1.5 8.1 7.8
--------- ----------- --------- ---------
Operating income........ 3.0 2.0 10.4 10.0
Interest expense............. .4 .2 1.2 .8
--------- ----------- --------- ---------
Income before provision
for income taxes...... 2.6 1.8 9.2 9.2
Provision for income taxes... .9 .6 3.3 3.2
--------- ----------- --------- ---------
Net income.............. $ 1.7 $ 1.2 5.9% 6.0%
========= =========== ========= =========
Acquisitions in fiscal 1996 and one acquisition in fiscal 1997 are the
primary causes of the absolute increases in revenues and expenses since the
three month period ended June 30, 1995. In fiscal 1996, the Company acquired
Clear Visions, Inc. in August, 1995, Heritage Graphics, Inc. in September, 1995,
Emerald City Graphics, Inc. in February, 1996, Precision Litho, Inc. in
February, 1996 and Tulsa Litho Company in March, 1996 (collectively, the "1996
Acquisitions"). In fiscal 1997, the Company acquired Bridgetown Printing Co.
("Bridgetown") in June, 1996; accordingly, only one month of its operations are
reflected in the June 30, 1996 results.
Additionally, operating results for the three month period ended June 30,
1996, as compared to the same period in 1995, were affected by the merger in
late fiscal 1996 of the operations of two of the Company's Houston-based
subsidiaries, which has had the effect of reducing sales, primarily lower-margin
web printing sales, and improving profit margins through reduced administrative
costs and improved utilization of printing capacity.
For more information regarding the 1996 Acquisitions and the consolidation
of certain of the Company's Houston operations in fiscal 1996, refer to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996.
THREE MONTHS ENDED JUNE 30, 1996 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1995
Sales increased 45% from $19.5 million for the three months ended June 30,
1995 to $28.3 million for the three months ended June 30, 1996. The increase in
sales primarily resulted from sales contributed by the 1996 Acquisitions and
Bridgetown, offset by the aforementioned decline in web printing sales.
Gross profit increased 47% from $5.5 million for the three months ended
June 30, 1995 to $8.1 million for the three months ended June 30, 1996 primarily
due to the addition of the 1996 Acquisitions and Bridgetown. Gross profit as a
percentage of sales increased slightly from 28.2% for the three months ended
June 30, 1995 to 28.6% for the three months ended June 30, 1996, reflecting
generally the effect of operating efficiencies the Company is gaining through
economies of scale and its master purchasing arrangements and a reduction in
lower-margin web printing sales.
Selling expenses increased 41% from $2.0 million for the three months ended
June 30, 1995 to $2.8 million for the three months ended June 30, 1996 due to
increased sales levels as discussed above. Selling
6
expenses as a percentage of sales decreased from 10.4% for the three months
ended June 30, 1995 to 10.1% for the three months ended June 30, 1996 reflecting
the aggregate effect of several factors, including a more favorable aggregate
selling expense to sales ratio associated with the 1996 Acquisitions and a net
reduction in such ratio following the aforementioned consolidation of certain of
the Company's Houston operations.
General and administrative expenses increased 50% from $1.5 million for the
three months ended June 30, 1995 to $2.3 million for the three months ended June
30, 1996. Substantially all of the increase was attributable to the 1996
Acquisitions and Bridgetown. As a percentage of sales, general and
administrative expenses increased slightly from 7.8% in the three months ended
June 30, 1995 to 8.1% in the three months ended June 30, 1996 as the 1996
Acquisitions and Bridgetown had a lower ratio of general and administrative
expense to sales as compared to the Company's historical ratio.
Interest expense increased from $.2 million for the three months ended June
30, 1995 to $.4 million for the three months ended June 30, 1996. The increase
is due to an increase in the Company's outstanding debt with substantially all
of such increase attributable to financing the cash portions of the purchase
price of the 1996 Acquisitions and Bridgetown.
Effective income tax rates increased from 35.1% for the three months ended
June 30, 1995 to 36% for the three months ended June 30, 1996, due primarily to
the Company's further expansion into states with higher income tax rates than
those in the state of Texas.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements are for working capital, capital
expenditures and acquisitions. The Company has generated cash from operations
(net income plus depreciation and amortization expense and deferred tax
provision) since its inception. Cash generated from operations was $2.9 million
for the three months ended June 30, 1996, slightly less than the $3.1 million of
capital expenditures for the period. Net borrowings in the three months ended
June 30, 1996 were $3.4 million which were used primarily to finance the
Company's expenditure of $3.9 million to acquire Bridgetown Printing Co. in
Portland, Oregon.
On August 23, 1995, the Company entered into a $25 million revolving credit
agreement (the "Agreement") with a bank which expires on August 31, 1997. Loans
outstanding under the Agreement accrue interest at the London Interbank Offered
Rate (LIBOR) plus 1%, or at the lending bank's prime rate, depending upon the
borrowing option chosen by the Company. On June 30, 1996, loans outstanding
under the Agreement were $20.0 million and were subject to an interest rate of
6.74% per annum. On July 31, 1996, loans outstanding under the Agreement were
$21.5 million and were subject to an interest rate of 6.54% per annum. Certain
of the Company's operating subsidiaries have guaranteed the Company's
indebtedness under the Agreement. The covenants in the Agreement, among other
things, restrict the Company's ability to (i) merge, consolidate with or acquire
other companies where the total consideration paid is above certain levels, (ii)
engage in hostile acquisitions, (iii) change its primary business and (iv) incur
other borrowed debt or pledge assets as collateral in excess of certain levels.
Although there can be no assurances made, the Company believes that the
covenants in the Agreement pertaining to restrictions on acquisitions of other
companies do not adversely affect its acquisition strategy and that, if
necessary, the Company would likely be able to obtain the appropriate waivers.
The Company must also meet certain financial tests defined by the Agreement,
including achieving specific ratios of current assets to current liabilities,
leverage and coverage of fixed charges. The indebtedness is unsecured; however,
the bank could require inventories and receivables as collateral for the payment
of indebtedness in certain circumstances. The Company currently is in compliance
with all financial tests and other covenants set forth in the Agreement.
In addition to the restrictions and covenants under the Agreement, the
Company's other debt agreements contain various covenants, the most significant
of which places certain restrictions on future borrowings and acquisitions above
specified levels. The Company believes these restrictions do not adversely
effect its acquisition strategy.
7
Significant uses of capital by the Company since June 30, 1996, along with
the Company's future capital commitments and expectations for future capital
expenditures and acquisitions, are as follows:
In July 1996 the Company completed two additional acquisitions, Garner
Printing in Des Moines, Iowa and Eagle Press in Sacramento, California. To
complete these acquisitions, the Company issued 177,780 shares of its common
stock and paid cash totaling $4.4 million. The cash portion of these
transactions was financed with borrowings under the Agreement.
Pursuant to an agreement between the Company and Komori America Corporation
(the "Komori Agreement"), the Company has taken delivery of three new printing
presses since March 31, 1996. The Komori Agreement requires that the Company
take delivery of at least one additional press, resulting in a total capital
commitment of $10 million for the four presses. The Komori Agreement includes a
financing option which the Company expects to exercise upon final installation
and testing of each of the presses, which, for the first three presses, is
expected to occur during the second quarter of fiscal 1997. At June 30, 1996,
the Company had accrued a liability of $6.0 million related to the delivery of
the first three presses. The Komori Agreement further provides certain volume
purchase incentives and financing options under which the Company may, but is
not obligated to, purchase up to $50 million of printing presses over its term.
The Company expects to make other capital expenditures for equipment in
fiscal 1997 that are expected to be financed primarily with cash flows from
operations.
The Company also expects to make additional acquisitions in fiscal 1997,
although it currently has no understandings, arrangements or agreements in
place. To the extent any additional acquisitions are made which require cash (as
opposed to the issuance by the Company of notes or shares of its common stock),
the Company will need to obtain additional financing sources. At the present
time, the Company expects to obtain additional bank financing for this purpose
and is in preliminary negotiations with its current bank to increase the amount
the Company may borrow under the Agreement. The Company has also held
preliminary discussions with other banks regarding replacement of the Agreement
with a new borrowing facility providing a larger borrowing limit.
There can be no assurances that the Company will be able to acquire
additional companies on acceptable terms in the future. In addition, there can
be no assurance that the Company will be able to establish, maintain or increase
profitability of an entity once it has been acquired, or that the diversion of
its management and financial resources away from existing operations will not
have a material adverse impact on the Company or its ability to meet its
existing obligations and commitments.
Further, there can be no assurances that additional financing to make
acquisitions or meet operating requirements will be obtained, or that the
proposed terms of such financing, in the opinion of management, will be
acceptable.
8
CONSOLIDATED GRAPHICS, INC.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. The Company
maintains insurance coverage against potential claims in an amount which it
believes to be adequate. In 1996, the Company received a summary judgment in its
favor from the presiding court in a case styled ALEJANDRO ROBLES V. CONSOLIDATED
GRAPHICS, INC. ET AL. involving a material claim by the plantiff pertaining to a
sales commission contract. The plaintiff appealed the ruling. The Company
believes the decision of the presiding court should be upheld; however, there
can be no assurance that the appellate court will rule in favor of the Company.
All other litigation in which the Company is currently involved is not believed
by managment to be significant to the Company's financial position or results of
operations. While the outcome of lawsuits or other proceedings against the
Company cannot be predicted with certainty, the Company does not believe the
ultimate outcome of any of these matters will have a material adverse effect on
its business or financial position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
None
(b) Reports on Form 8-K:
(1) Form 8-K/A, filed April 30, 1996 containing pro forma financial
statements of the Company and the financial statements of Emerald
City Graphics of Seattle, Washington and Precision Litho of San
Diego, California, entities acquired by the Company in February,
1996.
(2) Form 8-K, filed May 24, 1996 in connection with the press release
issued on May 23, 1996 regarding the letter of intent to acquire
Garner Printing of Des Moines, Iowa.
(3) Form 8-K, filed June 20, 1996 in connection with the press
release issued on June 19, 1996 regarding the completion of the
acquisition of Bridgetown Printing of Portland, Oregon.
(4) Form 8-K, filed July 11, 1996 in connection with the press
release issued on July 10, 1996 regarding the completion of the
acquisition of Garner Printing.
(5) Form 8-K, filed July 18, 1996 in connection with the acquisition
of Garner Printing on July 3, 1996.
(6) Form 8-K, filed July 24, 1996 in connection with the acquisition
of Eagle Press of Sacramento, California on July 12, 1996, the
press release issued on July 18, 1996 regarding the completion of
the acquisition of Eagle Press, the press release issued on July
24, 1996 regarding the announcement of the Company's first
quarter results, and a press purchase incentive agreement entered
into between the Company and Komori America Corporation.
(7) Form 8-K/A, filed August 13, 1996 containing pro forma financial
statements of the Company and the financial statements of Garner
Printing.
(8) Form 8-K/A, filed August 14, 1996 containing pro forma financial
statements of the Company and the financial statements of Eagle
Press.
9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT, CONSOLIDATED GRAPHICS, INC., HAS DULY CAUSED THIS REPORT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CONSOLIDATED GRAPHICS, INC.
(Registrant)
Dated: August 14, 1996 By: G. CHRISTOPHER COLVILLE
-----------------------
G. CHRISTOPHER COLVILLE
VICE PRESIDENT -- MERGERS AND ACQUISITIONS;
CHIEF FINANCIAL AND ACCOUNTING OFFICER
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,949
<SECURITIES> 0
<RECEIVABLES> 21,954
<ALLOWANCES> (923)
<INVENTORY> 6,493
<CURRENT-ASSETS> 30,318
<PP&E> 75,085
<DEPRECIATION> (12,882)
<TOTAL-ASSETS> 98,279
<CURRENT-LIABILITIES> 17,819
<BONDS> 0
0
0
<COMMON> 59
<OTHER-SE> 51,621
<TOTAL-LIABILITY-AND-EQUITY> 98,279
<SALES> 28,258
<TOTAL-REVENUES> 28,258
<CGS> 20,166
<TOTAL-COSTS> 20,166
<OTHER-EXPENSES> 5,140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 339
<INCOME-PRETAX> 2,613
<INCOME-TAX> 940
<INCOME-CONTINUING> 1,673
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,673
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
