CONSOLIDATED GRAPHICS INC /TX/
8-K, 1997-04-30
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): APRIL 30, 1997
                          CONSOLIDATED GRAPHICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                TEXAS                                 0-24068                                76-0190827
    (STATE OR OTHER JURISDICTION              (COMMISSION FILE NUMBER)                    (I.R.S. EMPLOYER
          OF INCORPORATION)                                                             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

================================================================================
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ITEM 5.  OTHER EVENTS

     On April 30, 1997, Consolidated Graphics, Inc. (the "Company") announced
its fourth quarter results for the quarterly period ended March 31, 1997. The
Company also announced that the letter of intent with respect to its proposed
acquisition of Litho Industries, Inc. of Raleigh-Durham, North Carolina has been
terminated by mutual agreement between the parties. 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 impair the Company's future
financial results or preclude completion of future acquisitions by the Company.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (A)  EXHIBITS

     The following exhibit is filed herewith:

          99  Press release of Consolidated Graphics, Inc. dated April 30, 1997
              with respect to the announcement of the Company's fourth quarter
              results and termination of the letter of intent with respect to
              the Company's proposed acquisition of Litho Industries, Inc.

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                                   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:  April 30, 1997

                                       2
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                                                                      EXHIBIT 99

                       FOR:                        Consolidated Graphics, Inc.
                       APPROVED BY:                Ronald E. Hale, Jr.
                                                   Vice President
                                                   (713) 529-4200
                       CONTACT:                    Betsy Brod/Jeff Majtyka
                                                   Media: Stan Froelich
                                                   Morgen-Walke Associates, Inc.
                                                   (212) 850-5600

FOR IMMEDIATE RELEASE

                CONSOLIDATED GRAPHICS REPORTS RECORD RESULTS FOR
                      FISCAL 1997 FOURTH QUARTER AND YEAR

             FOURTH QUARTER NET INCOME UP 171% ON 79% SALES GROWTH,
                DRIVEN BY ACQUISITIONS, STRENGTHENED OPERATIONS

     HOUSTON, TEXAS -- April 30, 1997 -- Consolidated Graphics, Inc. (NYSE/CGX),
today announced record results for the fourth quarter and year ended March 31,
1997.

     Sales in the fourth quarter rose 79% to $43.2 million, from $24.1 million
in 1996. Fourth quarter operating income increased 181%, to $5.9 million and net
income grew 171% to $3.2 million. On a per share basis, Consolidated Graphics
earned $.25 per share in the 1997 quarter, compared to $.10 per share a year
ago. All per share figures reflect the Company's 2-for-1 stock split distributed
on January 10, 1997.

     For all of 1997, Consolidated Graphics reported sales of $144.1 million, an
increase of 69% over 1996. Operating income was $18.3 million in 1997, up 116%
from the $8.5 million, before restructuring charge, reported for fiscal 1996.
Net income was $10.1 million, or $.81 per share, versus $5.0 million before
restructuring charge, or $.45 per share reported a year ago.

     The strong sales growth reported in 1997 resulted from the Company's
acquisition program, in which ten companies were acquired over the past 15
months, coupled with consistently strong internal growth rates. The Company's
focus on utilizing its financial and operating strengths to enhance the
performance of its printing companies improved operating margins and
profitability. Operating income margin for 1997 was 12.7%, versus 10.0% in 1996.
Fourth quarter operating income margin was 13.5% in 1997 compared to 8.6% a year
ago.

     Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "In 1997 Consolidated Graphics firmly established itself
as an industry leader in both revenue growth and profitability. Our 19 operating
companies -- including Tucker Printers, which was acquired on April 1,
1997 -- are the premier printers in the markets they serve. We are building on
their strong market positions through our commitment to technology, our
management development program and our access to capital."

     The Company also announced that the letter of intent with respect to its
proposed acquisition of Litho Industries, Inc. has been terminated by mutual
agreement between the parties.

     Commenting on the Company's acquisition program, Mr. Davis said, "With a
full pipeline of acquisition opportunities available, we continue to focus our
acquisition program on companies that meet our acquisition criteria and we are
excited about the prospects for fiscal 1998. In the coming months, we expect to
realize additional benefits from our most recent acquisitions and add more high
quality printers to an already strong group of operating companies. The
annualized run-rate revenues of our 19 companies now exceed $175 million, an
increase of $75 million for the year."
<PAGE>
     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.

                             CONSOLIDATED GRAPHICS
                                  (NYSE: CGX)
                              FINANCIAL HIGHLIGHTS
            (IN THOUSANDS, EXCEPT SHARE AMOUNTS AND PER SHARE DATA)

                                               QUARTER ENDED                     YEAR ENDED
                                                 MARCH 31,                       MARCH 31,
                                       ------------------------------  ------------------------------
                                            1997            1996            1997            1996
                                       --------------  --------------  --------------  --------------
Sales................................  $       43,187  $       24,092  $      144,082  $       85,133
Cost of sales........................          29,776          17,441         100,197          61,237
                                       --------------  --------------  --------------  --------------
     GROSS PROFIT....................          13,411           6,651          43,885          23,896
Selling expenses.....................           4,211           2,511          14,223           8,532
General and administrative
  expenses...........................           3,350           2,059          11,330           6,873
Restructuring charge.................        --              --              --                 1,500
                                       --------------  --------------  --------------  --------------
     OPERATING INCOME................           5,850           2,081          18,332           6,991
Interest expense.....................             728             266           2,305             860
                                       --------------  --------------  --------------  --------------
     INCOME BEFORE INCOME TAXES......           5,122           1,815          16,027           6,131
Income taxes.........................           1,919             635           5,927           2,146
                                       --------------  --------------  --------------  --------------
     NET INCOME......................  $        3,203  $        1,180  $       10,100  $        3,985
                                       ==============  ==============  ==============  ==============
Earnings per share...................  $          .25  $          .10  $          .81  $          .36
                                       ==============  ==============  ==============  ==============
Weighted average shares
  outstanding........................      12,940,923      11,360,228      12,410,994      11,068,360
                                       ==============  ==============  ==============  ==============

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