CONSOLIDATED GRAPHICS INC /TX/
8-K, 1998-07-29
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): JULY 29, 1998

                           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.)

                           5858 WESTHEIMER, SUITE 200
                              HOUSTON, TEXAS 77057
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 787-0977
=============================================================================

ITEM 5.  OTHER EVENTS

     On July 29, 1998, Consolidated Graphics, Inc. (the "Company") announced its
fiscal 1999 first quarter results. The Company also announced that it is
increasing its revolving credit facility to $200 million. 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 would prevent the Company from
achieving comparable financial results in the future or completing its pending
or future acquisitions.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBIT

     (A)  EXHIBIT

     The following exhibit is filed herewith:
<PAGE>
          99    Press release of Consolidated Graphics, Inc. dated July 29,
                1998, with respect to the announcement of the Company's fiscal
                1999 first quarter results and that the company is increasing 
                its revolving credit facility to $200 million.


                                    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/ Randall D. Keys
                                                  RANDALL D. KEYS
                                              VICE PRESIDENT-FINANCE
                                             CHIEF FINANCIAL OFFICER

Date:  July 29, 1998

                                       2


                                                                      EXHIBIT 99

                                         FOR:  Consolidated Graphics, Inc.

                                 APPROVED BY:  Ronald E. Hale, Jr.
                                               Vice President & Treasurer
                                               (713) 787-0977

                                     CONTACT:  Betsy Brod/Jonathan Schaffer
                                               Media:  Eileen King
                                               Morgen-Walke Associates, Inc.
                                               (212) 850-5600

FOR IMMEDIATE RELEASE

                          CONSOLIDATED GRAPHICS REPORTS
                  RECORD RESULTS FOR FISCAL 1999 FIRST QUARTER

- --Net Income Rises 69% in ninth consecutive quarter of record financial
performance--

     HOUSTON, TEXAS - July 29, 1998 - Consolidated Graphics, Inc. (NYSE:CGX)
today announced record results for the first quarter ended June 30, 1998.

     Net income for the 1999 first quarter increased 69% to $6.5 million
compared to $3.9 million in 1998. On a per share basis, earnings increased 60%
to $.48 per diluted share compared to $.30 per diluted share last year. First
quarter operating income rose 71% to $12.2 million and sales increased 68% to
$85.1 million. Operating income margin for the first quarter grew to 14.3% from
14.0% in the previous year.

     "We are pleased to report another quarter of strong growth and record
financial performance," commented Joe R. Davis, Chairman and Chief Executive
Officer of Consolidated Graphics. "These results reflect not only the improved
operating efficiencies of our individual companies, but also the largest
acquisition-related growth to date for our company. Over the past four months,
ten new companies, representing over $130 million in sales, agreed to join
Consolidated Graphics. These quality companies expand our presence into seven
new markets and strengthen our position in three others. Each of these companies
will contribute greatly to our continued success.
<PAGE>
CONSOLIDATED GRAPHICS REPORTS RECORD FIRST QUARTER RESULTS
Page -2-

     "Our companies continue to lead the industry in profitability while
providing the highest quality products and service to our customers," Mr. Davis
added. "This performance is a testament to the hard work and dedication of our
company presidents and employees. Furthermore, as our recent acquisitions begin
to take full advantage of the operating strategies and resources available with
Consolidated Graphics, they will make an even more significant contribution to
future operating results."

     The Company also announced today that it is increasing the size of its bank
credit facility to $200 million and extending the term to 2001. The additional
borrowing capacity and strong cash flow from operations will enable the Company
to continue its aggressive acquisition program and provide for investment in
growth through advanced technology and equipment.

     Mr. Davis concluded, "Consolidated Graphics is much larger today than it
was just one year ago. Our acquisition program continues to gain momentum as
more printing company owners recognize us as the leading industry consolidator
with the operational expertise and track record of growing and improving the
companies we acquire. The expanded credit facility will allow us to capitalize
on these opportunities."

     Consolidated Graphics, Inc. is the fastest growing printing company in the
United States. A consolidator in a highly fragmented industry, the Company adds
value to its acquisitions through managerial and operational expertise,
financial strength and economies of scale. Upon completion of pending
acquisitions, Consolidated Graphics will have 42 companies nationwide with
annualized revenues in excess of $450 million.

     This press release contains forward-looking statements, which involve known
and unknown risks, uncertainties or other factors that could cause actual
results to materially differ from the results, performance or other expectations
implied by these forward-looking statements. Consolidated Graphics' expectations
regarding run-rate revenues assume, among other things, completion of pending
acquisitions, general economic conditions, continued demand for its product, the
availability of raw materials, retention of its key management and operating
personnel, as well as other factors detailed in Consolidated Graphics' filings
with the Securities and Exchange Commission.

                               --Table Follows---
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
                                   (NYSE: CGX)
                              Financial Highlights
                    (in thousands, except per share amounts)


                                                      Three Months Ended
                                                           June 30,
                                                       1998        1997

Sales                                               $ 85,100    $ 50,675
Cost of Sales                                         58,014      34,745
  GROSS PROFIT                                        27,086      15,930
Selling Expense                                        8,291       4,931
General and Administrative Expense                     6,619       3,880
  OPERATING INCOME                                    12,176       7,119
Interest Expense                                       1,471         894
  Pretax Income                                       10,705       6,225
Income Taxes                                           4,175       2,365
  NET INCOME                                        $  6,530     $ 3,860

Basic earnings per share                            $    .50     $   .31

Diluted earnings per share                          $    .48     $   .30


Weighted average shares outstanding

   Basic                                              13,052      12,455

   Diluted                                            13,494      12,949

                                    #   #   #


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