CONSOLIDATED GRAPHICS INC /TX/
8-K, 1998-10-28
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 28, 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
 =============================================================================
<PAGE>
ITEM 5.  OTHER EVENTS

     On October 28, 1998, Consolidated Graphics, Inc. (the "Company")
announced its fiscal 1999 second quarter results.  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:

          99    Press release of Consolidated Graphics, Inc. dated October 28,
                1998, with respect to the announcement of the Company's fiscal
                1999 second quarter results.

<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/ RANDALL D. KEYS
                                                  RANDALL D. KEYS
                                                  VICE PRESIDENT-FINANCE AND
                                                  CHIEF FINANCIAL OFFICER

Date:  October 28, 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:Meredith Ingram/Eileen King
                                               Morgen-Walke Associates, Inc.
                                               (212) 850-5600


FOR IMMEDIATE RELEASE

                      CONSOLIDATED GRAPHICS REPORTS RECORD
                             SECOND QUARTER RESULTS

- --Net Income Rises 76% in Tenth Consecutive Quarter of Record Financial
Performance--

     HOUSTON, TEXAS - October 28, 1998 - Consolidated Graphics, Inc. (NYSE:CGX)
today announced record results for the second quarter and six months ended
September 30, 1998.

     Net income for the second quarter increased 76% to $7.5 million compared to
$4.3 million last year. On a per share basis, earnings increased 64% to $.54 per
diluted share compared to $.33 a year ago. Operating income for the second
quarter rose 87% to $14.3 million and sales increased 94% to $103.3 million.

     For the six months ended September 30, 1998, net income was $14.0 million,
73% higher than the $8.1 million reported last year. Diluted earnings per share
increased 63% to $1.03 versus $.63 a year ago. Operating income for the six
months rose 79% to $26.5 million on an 81% increase in sales to $188.4 million.

     The sales growth reported during the quarter resulted from the Company's
consistently strong internal growth rate coupled with the continued success of
its acquisition program. During the first six months of the year, 11
acquisitions representing over $140 million in annual revenues were completed.
The Company has also signed letters of intent to acquire another eight
commercial printers with annual revenues of $135 million. In total, the Company
has increased its run-rate revenues 84% to $580 million in the past seven
months.

                                  -MORE-

<PAGE>
Consolidated Graphics Reports Record Second Quarter Results             Page -2-

     Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, said, "Our companies continue to demonstrate how superior resources
and a proven and consistent operating strategy can generate financial results
and growth that lead the industry. Our emphasis on advanced technology, shared
managerial innovation, purchasing economies and maintaining a strong capital
structure has enabled us to produce a solid track record of improvements at our
acquired companies."

     Mr. Davis continued, "In the coming months, our acquisition program will
proceed while we benefit from continued strength in our existing operations. We
continue to be disciplined buyers of successful commercial printing companies in
markets throughout the U.S. Our internal cash flow, along with a strong capital
structure, will allow us to continue with our acquisition plans in the future."

     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 50 companies nationwide with
annualized revenues in excess of $580 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.
                          Consolidated Income Statement
                    (In thousands, except per share amounts)


                                       THREE MONTHS ENDED   SIX MONTHS ENDED
                                         SEPTEMBER 30,        SEPTEMBER 30,
                                       1998        1997      1998       1997
                                     --------    -------   --------   --------
Sales ............................   $103,270   $ 53,363   $188,370   $104,038
Cost of Sales ....................     70,869     36,485    128,883     71,230
  GROSS PROFIT ...................     32,401     16,878     59,487     32,808
Selling Expense ..................     10,172      5,160     18,463     10,091
General and Administrative Expense      7,923      4,066     14,542      7,946
  OPERATING INCOME ...............     14,306      7,652     26,482     14,771
Interest Expense .................      2,002        754      3,473      1,648
  Pretax Income ..................     12,304      6,898     23,009     13,123
Income Taxes .....................      4,800      2,623      8,975      4,988
  NET INCOME .....................   $  7,504   $  4,275   $ 14,034   $  8,135

Earnings Per Share - Basic .......   $    .56   $    .34   $   1.06   $    .65

Earnings Per Share - Diluted .....   $    .54   $    .33   $   1.03   $    .63


Weighted Average Shares

   Outstanding - Basic ...........     13,397     12,487     13,227     12,474

Weighted Average Shares

   Outstanding - Diluted .........     13,803     13,029     13,637     12,963


                                    #   #   #



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