CONSOLIDATED GRAPHICS INC /TX/, 10-K, 1999-06-11

CONSOLIDATED GRAPHICS INC /TX/
10-K, 1999-06-11
COMMERCIAL PRINTING

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM 10-K

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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 (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

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

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

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS)

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 [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of May 31, 1999:

COMMON STOCK, $.01 PAR VALUE -- $704,580,639

The number of shares outstanding of the issuer's common stock as of May 31,
1999:

COMMON STOCK, $.01 PAR VALUE -- 15,275,461

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the Annual Shareholders'
Meeting to be held on or about July 28, 1999, to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, are incorporated by reference into Part III of this
Report. Such Proxy Statement, except for the parts therein which have been
specifically incorporated by reference, shall not be deemed "filed" for the
purposes of this report on Form 10-K.

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<PAGE>
PART I

ITEM 1. BUSINESS

GENERAL

Consolidated Graphics, Inc. (collectively with its subsidiaries referred to
as "CGX" or the "Company"), headquartered in Houston, Texas, is one of the
fastest growing printing companies in the United States. As a leading printing
industry consolidator and the largest sheetfed commercial printer in the United
States, the Company has expanded its operations into 24 states as of May 31,
1999. Each printing business has an established operating history (ranging from
12 to 121 years), experienced management, solid customer relationships and a
reputation for providing quality service and products.

The Company's printing businesses provide a full range of traditional
printing services, complemented at certain locations by a variety of electronic
communication and fulfillment services, for many different types of customers,
including national and local corporations, mutual fund companies, advertising
agencies, graphic design firms, catalog retailers and direct mail distributors.
The Company's traditional printing services encompass electronic prepress,
printing, finishing, storage and delivery of documents and other products
requested by its customers and produced to their specifications. Examples of
such products include high quality, multicolor product and capability brochures,
shareholder communications, catalogs, reference materials, training manuals and
direct mail pieces. Many of the Company's printing businesses utilize their
advanced technological capabilities to offer their customers additional
services, such as archiving, re-purposing and distributing digital data, CD-ROM
and internet publishing and webpage design. Fulfillment services consist of
storing customer materials (primarily printed products) and providing
"just-in-time" assembly and distribution of customized documents to customers
or their designated destinations. Orders for fulfillment services are frequently
received from customers online via the internet or through order entry and
inventory management systems maintained by the Company.

INDUSTRY BACKGROUND

The printing industry is one of the largest and most fragmented industries
in the United States, with total annual sales estimated to be in excess of $100
billion. The printing services market includes general commercial printing,
financial printing, printing and publishing of books, quick printing and
production of business forms and greeting cards. Although the Company has
operations in each of these sectors, the Company primarily serves the general
commercial printing sector. Based on available industry data, commercial
printing services generate approximately $73 billion in annual U.S. sales.

Despite its size, the commercial printing sector is highly fragmented, with
over 35,000 companies in operation in the United States today, the majority of
which are privately owned and generate less than $35 million in annual sales.
The size and fragmented nature of the industry contributed to the development of
the Company's acquisition strategy described below.

BUSINESS STRATEGY

The commercial printing industry is characterized by a significant number
of locally oriented, privately-held businesses, many of which are viable
acquisition prospects. The Company targets profitable, medium-sized, primarily
sheet-fed printing businesses with annual revenues between $2 million and $35
million and a strong reputation in their local market. Owners are typically
motivated to sell their printing company in order to grow their business
utilizing the financial capital and operating strengths of the Company, increase
their personal financial liquidity or facilitate their plans to retire. Because
there are relatively few buyers with adequate financing and management expertise
who desire to acquire these types of printing companies, the Company has been
and expects to continue to be able to execute its acquisition strategy at prices
it considers to be reasonable.

1
<PAGE>
The Company believes a large part of its success results from its ability
to combine the service and responsiveness of a locally oriented printing company
with the critical mass and economic advantages of a large organization.
Operating margins of acquired printing businesses typically improve as the
Company's operating strategies and strengths are fully implemented. The Company
plans to continually enhance the competitiveness and profitability of each
acquired printing business through investments in new equipment and technology,
management training and economies of scale. Utilizing these operating resources,
management teams at the Company's printing businesses maintain responsibility
for the day-to-day operations and profitability of their business, while
continuing to build and strengthen relationships with buyers of printing
services in their respective markets.

The principal advantages of the Company's operating strategy are as
follows:

o MARGIN IMPROVEMENT. Through the use of company-wide master purchasing
arrangements for principal supplies such as paper, printing plates,
film, ink and other printing supplies, each printing business receives
the benefit of volume discounts which typically improve its gross
margin. The combined purchasing power also results in more favorable
pricing for investments in technology and capital equipment. In
addition, centralization of certain administrative services, such as
human resources and purchasing support, risk management, treasury and
information systems, can further improve operating margins.

o STRATEGIC COUNSEL. Many of the acquisition candidates are
privately-held businesses, which by their nature typically place heavy
demands on the management skills of the proprietor. The Company
provides strategic counsel and professional management techniques to
the management of its acquired companies in such areas as planning,
organization, controls, accounting, finance and regulatory compliance.
The Company also facilitates the sharing of best practices among the
management of its acquired companies to achieve improved efficiencies
and competitive advantages.

o FLEXIBLE SERVICE. The wide range of equipment capabilities of its
various printing businesses provides the Company with greater
flexibility to better serve its customers than is available to a
company with a single operation. The Company's printing businesses
work together to meet customers' needs when an individual operation
does not have the necessary equipment or capacity to perform a
particular project. This allows one of the Company's printing
businesses to compete economically for a project it might otherwise
have been unable to obtain.

o MANAGEMENT DEVELOPMENT. The Company is committed, beyond industry
custom, to recruiting, training and developing recent college
graduates as printing sales and management professionals. The Company
has designed a structured program to give hands-on experience in all
areas of manufacturing and management, as well as promote the
development of the skills necessary for these professionals to lead
the Company's printing businesses in the future. These professionals
are a key factor contributing to the Company's ability to provide a
high degree of quality customer service and maximize profitability.

By taking advantage of the above benefits, the Company believes its
printing businesses are able to accelerate internal sales growth by offering
their customers expanded production capabilities and improved service levels,
while also increasing operating efficiencies that enable each to become one of
the lowest-cost providers of quality printing services in the markets it serves.

2
<PAGE>
THE PRINTING COMPANIES

The following table lists the business name of the Company's 52 operating
companies as of May 31, 1999, along with the primary markets they serve and the
dates they were founded. Each printing business is operated as a wholly-owned
subsidiary of the Company.

<TABLE>
<CAPTION>
FISCAL
YEAR YEAR
BUSINESS NAME PRIMARY MARKET FOUNDED ACQUIRED
--------------- ---------------- --------- ----------
<S> <C> <C> <C>
Austin Printing.................................... Atlanta, Georgia 1967 1998
Automated Graphics................................. Washington, D.C./Cleveland, Ohio 1975 1999
Bridgetown Printing................................ Portland, Oregon 1902 1997
Chas. P. Young Company............................. Houston, Texas 1953 1991
Clear Visions...................................... San Antonio, Texas 1981 1996
CMI................................................ Chicago, Illinois 1962 1999
Columbia Color..................................... Los Angeles, California 1938 1998
Courier Printing................................... Nashville, Tennessee 1928 1998
Direct Color....................................... Long Beach, California 1963 1997
Eagle Press........................................ Sacramento, California 1987 1997
Emerald City Graphics.............................. Seattle, Washington 1981 1996
Etheridge Company.................................. Grand Rapids, Michigan 1904 1998
Fittje Bros. Printing.............................. Colorado Springs, Colorado 1972 1998
Frederic Printing.................................. Denver, Colorado 1878 1995
Garner Printing.................................... Des Moines, Iowa 1928 1997
Georges and Shapiro................................ Sacramento, California 1983 1998
Geyer Printing..................................... Pittsburgh, Pennsylvania 1909 1998
Graphic Communications............................. San Diego, California 1980 1999
Graphic Technology of Maryland..................... Baltimore, Maryland 1954 1999
Gritz-Ritter Graphics.............................. Denver, Colorado 1973 1995
Grover Printing.................................... Houston, Texas 1974 1988
Heath Printers..................................... Seattle, Washington 1954 1998
Heritage Graphics.................................. Phoenix, Arizona 1979 1996
Image Systems...................................... Milwaukee, Wisconsin 1987 1999
Ironwood Litho..................................... Phoenix, Arizona 1976 1999
Jarvis Press....................................... Dallas, Texas 1951 1995
Lincoln Printing................................... Fort Wayne, Indiana 1959 1999
Maxwell Graphic Arts............................... Philadelphia, Pennsylvania 1971 1999
McKay Press........................................ Midland, Michigan 1908 1999
Mercury Printing................................... Memphis, Tennessee 1962 1999
Metropolitan Printing.............................. Bloomington, Indiana 1968 1999
Mobility........................................... Richmond, Virginia 1969 1997
Mount Vernon Printing.............................. Washington, D.C. 1917 1999
Otto Companies..................................... Springfield, Massachusetts 1879 1998
Paragraphics....................................... San Francisco, California 1969 1999
Precision Litho.................................... San Diego, California 1981 1996
Pride Printers..................................... Boston, Massachusetts 1977 1999
Printing Corp. of America.......................... Baltimore, Maryland 1971 1999
Printing, Inc. .................................... Wichita, Kansas 1958 1999
Rush Press......................................... San Diego, California 1917 1999
StorterChilds Printing............................. Gainesville, Florida 1947 1998
Superior Colour Graphics........................... Kalamazoo, Michigan 1932 1998
Tewell Warren Printing............................. Denver, Colorado 1962 1989
The Printery....................................... Milwaukee, Wisconsin 1910 2000
Theo Davis Sons.................................... Raleigh-Durham, North Carolina 1945 1997
Tucker Printers.................................... Rochester, New York 1960 1998
Tulsa Litho........................................ Tulsa, Oklahoma 1935 1996
Tursack, Inc. ..................................... Philadelphia, Pennsylvania 1959 1999
Walnut Circle Press................................ Greensboro, North Carolina 1977 1998
Wentworth Printing................................. Columbia, South Carolina 1963 2000
Western Lithograph................................. Houston, Texas 1960 1986
Wetzel Brothers.................................... Milwaukee, Wisconsin 1885 1999
</TABLE>

3
<PAGE>
CUSTOMERS

Due to the project-oriented nature of customers' printing requirements,
sales to particular customers may vary significantly from year to year
depending, among other things, upon the number and size of their projects.
During fiscal 1999, the Company's top ten customers accounted for 10% of total
sales, none of which were individually more than 3%. The Company believes that
its large customer base, broad geographic coverage of the United States and
extensive range of printing capabilities and services may reduce its exposure to
economic fluctuations that may generally affect segments of the printing
industry or any one region of the country.

MARKETING AND SALES

The Company's business is service-oriented, and its primary marketing focus
is on responding rapidly to customer requirements and producing high quality
printed materials at competitive prices. Rapid responsiveness is essential
because of the short lead time on most general commercial printing projects. The
Company's printing operations are designed to maintain maximum flexibility to
meet customer needs, both on a scheduled and an emergency basis. Each printing
business targets those projects that its management believes will best utilize
its equipment and expertise profitably.

Commercial printing requires a substantial amount of interaction with
customers, including personal sales calls, electronic file transfers and
computer disk reviews, reviews of color proofs and "press checks" (customer
approval of the printed piece while it is being printed). Through its
salespeople and other management professionals, the Company maintains strict
control of the printing process from the time a prospective customer is
identified through the scheduling, prepress, printing and postpress operations.
Because of the costs involved and the level of customer interaction required,
projects having small to medium size print runs, as well as time-sensitive
projects of any size, are usually produced locally.

The Company employs over 450 salespeople, all of whom are knowledgeable
about the industry, the capabilities of the printing businesses which they serve
and the complementary services and capabilities of the Company's other
businesses. The Company's sales philosophy stresses frequent sales calls on
existing customers and constant marketing for new customers. Management of the
Company's printing businesses emphasizes to their customers the breadth and
sophistication of their operation's printing capability, the speed and quality
of its service and the personal attention offered by their sales, management and
production personnel. In addition to soliciting business from existing and
prospective customers, the salespeople act as liaisons between customers and
those in charge of production and provide technical advice and assistance to
customers throughout the printing process.

OPERATIONS

The Company's printing businesses provide service in all areas of general
commercial printing, including developing printable material through electronic
prepress services, reproducing images on paper using printing presses and
providing comprehensive finishing and delivery services. Certain operations of
the Company also provide complementary electronic communications and fulfillment
services to their customers.

Electronic prepress services include all of the steps necessary to prepare
the media (photographs, artwork, typed copy) for printing. This process involves
converting the media into digital images, separating digital color images into
process colors, assembling films and burning film images onto printing plates
using photochemical processes. Printing plates may also be produced without film
using recently developed "computer-to-plate" technology. This process results
in quicker turnaround of printing projects, better product quality and cost
savings.

The Company believes the advanced electronic prepress capabilities of its
printing businesses give them a competitive advantage in the marketplace. The
Company continually evaluates its existing electronic prepress capabilities and
closely monitors the development of newer technology that may be used to
increase productivity and improve the service and responsiveness to its
customers. The

4
<PAGE>
Company expects to continue investing in newer technology, such as
computer-to-plate equipment, to upgrade the electronic prepress capabilities at
its current printing businesses and those likely to be acquired in the future.

Once printable material has been developed in the prepress area, the images
are then reproduced on paper using one of a number of different printing
processes, each with its own distinguishing qualities and appearance
characteristics. The Company primarily uses the offset lithography process
because it provides the highest-quality, lowest-cost printed products for most
run lengths. Short- to medium-run commercial work generally is printed on
sheet-fed presses, while long-run commercial and financial printing projects
typically are printed on web presses.

Most of the Company's presses are large, sheet-fed, 40-inch presses, which
are typically capable of printing 16 pages of letter-sized finished product on a
28 by 40-inch sheet of paper with eight pages on each side (known as a 16-page
"signature"). These sheet-fed presses are capable of simultaneously printing
from one to eight colors. As of May 31, 1999, the Company operated 233 sheet-fed
presses capable of running at standard press speeds of up to 15,000 impressions
per hour. The Company also operates higher production half-size and full-size
web presses at seven facilities. These presses print on a continuous roll of
paper and may print up to 32-page signatures on both sides of the paper at
maximum speeds of up to 50,000 impressions per hour. Such presses are also
capable of folding, gluing, or perforating a printed product.

The Company's finishing services include cutting, folding, binding and
other operations to finish the printed product according to customers'
specifications. The Company also provides fulfillment services, whereby the
Company assembles, packages, stores and distributes promotional, educational or
training documents for its customers. Many corporations utilize these
fulfillment services to manage their inventory of printed products and various
assembly materials (such as binders and product samples) and provide
"just-in-time" assembly and delivery of customized materials to operating
locations or other end-users. Orders for fulfillment services are frequently
received from customers online via the internet or through order entry and
inventory management systems maintained by the Company.

Many of the Company's printing businesses utilize their advanced
technological capabilities to provide electronic communications services to
their customers. The introduction of digital media, including the internet and
other electronic services, enables printing businesses to efficiently meet
customers' expectations for faster service, shorter runs and customization of
printed materials. With the rapid development of the internet, printing
businesses are further able to capitalize on their expertise in digital
processes and inventory management services to archive, re-purpose and
distribute digital media on behalf of their customers and transfer customers'
existing print and digital content onto CD-ROMs and internet websites. Further,
high speed communication links enable the Company's printing businesses to
process customer orders using the internet and offer other ancillary services
such as desktop publishing, web page design and website hosting.

The Company's scheduling flexibility allows it to consistently react
swiftly to its customers' requirements. Because of the typical need for rapid
production of printing projects, from conception through delivery, the Company
must maintain physical plant and customer service staff which allow it to
maximize work loads when called upon to do so. Consequently, the Company's
printing businesses do not always operate at full capacity.

The Company continuously reviews its printing equipment needs and evaluates
advances in computer software, hardware and peripherals, computer networking and
telecommunication systems as they relate to the Company's operations. The
Company anticipates making continued capital investments in equipment to add
production capacity and further streamline operations at many of its printing
businesses.

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<PAGE>
MANAGEMENT DEVELOPMENT PROGRAM

Management believes that the successful implementation of the Company's
growth strategy depends in part on its ability to continue to employ qualified,
well-trained, sales and management professionals. To address this need, the
Company created a unique Management Development Program whereby the Company
recruits, at the college campus level, individuals management believes display
the characteristics necessary to lead one of the Company's printing businesses
at some future date. The Company typically targets recent college graduates from
major universities near its printing businesses. The graduates typically do not
have a printing or graphics background. There are 150 persons who have graduated
from or are currently participating in the Management Development Program.

Management of the Company's printing businesses devotes a great deal of
time and attention to training employees, particularly those in the Management
Development Program. Certain aspects of the Management Development Program are
specially tailored to the needs of each company. The program is constantly being
re-evaluated and improved based on the experiences of recent participants and
observations of training personnel.

The Management Development Program is a structured program divided into
three distinct phases; manufacturing, managerial and on-the-job. The first phase
includes an introduction to printing where participants learn the terminology of
the industry. It continues with in-depth technical training in the manufacturing
process. The instruction is structured and includes rotations in each department
within the manufacturing process, including paper, ink, prepress, press, bindery
and shipping. The second phase of the program focuses on operations management
and selling. It consists of three-month rotations through several different
areas, including production planning, purchasing, estimating, customer service,
accounting and sales. During the rotations through these departments, the
participant performs job requirements as stipulated by the program's required
activities.

The final phase begins after the participant has been with the Company for
two years. At this point, the participant departs on a career path in either
operations or sales, dictated by the participant's strengths and the individual
company's needs. Training continues on-the-job for both career paths. In
operations management, participants work in the key areas of production,
assuming increased responsibility in purchasing, customer service and production
planning. In sales, participants begin accompanying experienced sales
professionals on sales calls, attending advanced sales meetings and identifying,
qualifying and obtaining new customers.

The Company does not have employment contracts with participants in its
training program. Nevertheless, the Company believes it has been able to retain
program participants by offering compensation comparable to that attainable from
other local printing businesses, by giving participants stock options pursuant
to the Company's long-term incentive plan and by providing greater opportunities
for advancement than may be available with the Company's competitors. There can
be no assurance, however, that the Company will be able to attract or retain
program participants in the future.

While other printing businesses may offer sales and management training to
their employees, the Company believes it is the only printing business of its
size offering a highly focused, comprehensive and extensive training program
with opportunities for upward mobility. The participants are highly motivated
and bring an increased level of professionalism and performance to the Company's
sales and management team.

PURCHASING AND RAW MATERIALS

The Company purchases various materials, including paper, prepress
supplies, ink, chemicals, solvents, glue and wire, from a number of national and
local suppliers. The Company uses a two-tiered approach to purchasing which
achieves the economies associated with its size while maintaining the local
efficiencies and time sensitivity associated with its role as a service
organization. Master purchasing arrangements are negotiated centrally with major
suppliers and manufacturers and communicated to the printing businesses. The
printing businesses then order the goods and services needed

6
<PAGE>
in accordance with the terms set forth in the master purchasing arrangements, if
applicable, or on a local basis. The master purchasing arrangements are reviewed
regularly to take advantage of the greater purchasing power that results from
the Company's expanding operations. The printing businesses provide input on
market conditions, local supplier service and product developments which enable
the Company to continually maximize the benefits of its master purchasing
arrangements.

PAPER. The majority of the Company's paper supply is distributed through
merchant organizations. There are three merchant organizations that are
considered national in scope and numerous regional organizations that serve one
or more of the Company's printing businesses. The Company's purchasing
arrangements are made both with the mills, which produce paper, and the
merchants, who distribute most of the paper produced by the mills. These
arrangements typically provide for volume-related discounts and additional
periodic rebates based on the total amount of purchases made by the Company from
each mill and/or merchant.

PREPRESS SUPPLIES. Prepress supplies consist of film, plates and proofing
materials. While there are a limited number of key manufacturers of these
materials, the Company generally purchases its prepress supplies through
national and regional dealers. Volume-related discounts and incentive
arrangements are obtained from manufacturers based on the total amount of
purchases from these dealers.

COMPETITION

The Company's printing businesses compete with a substantial number of
other general commercial printers. Because of the nature of CGX's operations,
most of the Company's competition is confined to individual local printing
markets. The major competitive factors are the extent and quality of customer
service, the quality and accuracy of finished products and price. Customer
service often is dependent on production and distribution capabilities and
availability of equipment which is appropriate in size and function for a given
project. The speed by which projects are completed and the quality of supporting
services are also important competitive factors. The Company believes its
printing businesses compete effectively on all of these bases.

EMPLOYEES

As of May 31, 1999, the Company had over 4,450 employees throughout its
organization, of which approximately 515 were subject to certain collective
bargaining agreements. The Company believes that its relations with its
employees, including those covered by the collective bargaining agreements, are
satisfactory.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below are the executive officers of the Company, together with
their current positions and ages:

<TABLE>
<CAPTION>
NAME AGE POSITION
------ ---- -----------
<S> <C> <C>
Joe R. Davis......................... 56 President, Chief Executive Officer and Chairman of the
Board of Directors
G. Christopher Colville.............. 41 Executive Vice President -- Mergers and Acquisitions, Chief
Financial and Accounting Officer and Secretary
</TABLE>

JOE R. DAVIS has been the President, Chief Executive Officer and Chairman
of the Board of Directors of the Company since he founded it in 1985. Prior to
forming CGX, Mr. Davis was a Vice President for a division of International
Paper Company. He had also previously served as a partner of Arthur Andersen
LLP, an accounting firm.

G. CHRISTOPHER COLVILLE has held various executive positions with the
Company since September 1994. Prior to joining the Company, he was employed in a
senior accounting position by Trident NGL Holding, Inc., a New York Stock
Exchange company, and as an audit manager by the public accounting firm of
Arthur Andersen LLP. Mr. Colville is a certified public accountant.

7
<PAGE>
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

The Company is subject to the environmental laws and regulations of the
United States and the applicable state and local laws and regulations concerning
emissions into the air, discharges into waterways and the generation, handling
and disposal of waste materials. The printing business generates substantial
quantities of inks, solvents and other waste products requiring disposal under
the numerous federal, state and local laws and regulations relating to the
environment. The Company typically recycles waste paper and contracts for the
removal of waste products. The Company believes it is in material compliance
with all applicable air quality, waste disposal and other environmental-related
rules and regulations, as well as with other general employee health and safety
laws and regulations. The Company does not anticipate any material future
capital expenditures for environmental control facilities. There can be no
assurance, however, that future changes in such laws and regulations will not
have a material effect on the Company's operations.

ITEM 2. PROPERTIES AND FACILITIES

As of May 31, 1999, the Company's principal facilities consisted primarily
of printing facilities that contain production, storage and office space. The
Company owns approximately 1.0 million square feet at 22 locations and leases
approximately 1.7 million square feet at an additional 40 locations. All
facilities are leased from unaffiliated third parties except for certain
facilities containing approximately 300,000 square feet which are leased from
the former owners and current employees of six of the Company's printing
businesses. The Company also leases approximately 11,000 square feet of office
space in Houston for its corporate headquarters. The Company believes its
facilities are suitable for their present and intended purposes and are adequate
for the Company's current level of operations.

ITEM 3. 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. Currently, the Company is not aware of any legal
proceedings or claims pending against the Company that management believes will
have a material adverse effect on the Company's consolidated financial position
or consolidated results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's common stock is traded on the New York Stock Exchange
(symbol: CGX). As of May 31, 1999, there were 152 shareholders of record and,
based on security position listings, the Company believes that it has in excess
of 4,000 beneficial owners.

The table below reflects the range of the high and low sales prices for the
Company's common stock, by quarter, for each of the last two fiscal years.

FISCAL 1999 -- QUARTER ENDED: HIGH LOW
------------------------------- ------ ------
June 30, 1998........................ 63.875 49.500
September 30, 1998................... 67.125 35.125
December 31, 1998.................... 67.625 31.500
March 31, 1999....................... 74.500 44.750

FISCAL 1998 -- QUARTER ENDED: HIGH LOW
------------------------------- ------ ------
June 30, 1997........................ 43.250 23.875
September 30, 1997................... 53.500 38.625
December 31, 1997.................... 56.188 43.188
March 31, 1998....................... 59.250 36.375

The Company currently intends to retain all future earnings to finance the
continuing development of its business and does not anticipate paying cash
dividends on the common stock in the foreseeable future. Any future payment of
cash dividends will depend upon the financial condition, loan covenants, capital
requirements and earnings of the Company, as well as other factors the Board of
Directors may deem relevant. The Company's revolving credit agreement currently
limits the Company's ability to pay dividends above certain levels.

During fiscal 1999, the Company issued 1,493,673 shares of its common stock
valued at approximately $74.7 million to several persons in connection with the
acquisition of ten printing companies, and also issued 23,861 shares pursuant to
earnout agreements entered into in connection with two prior year acquisitions.
The issuance of all such common stock was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933 as a transaction by the issuer not
involving a public offering.

<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
-----------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales................................ $ 435,961 $ 231,282 $ 144,082 $ 85,133 $ 57,166
Cost of sales........................ 298,935 157,906 100,197 61,237 39,821
----------- ----------- ----------- --------- ---------
Gross profit.................... 137,026 73,376 43,885 23,896 17,345
Selling expenses..................... 42,767 22,365 14,223 8,532 5,731
General and administrative
expenses........................... 33,605 17,628 11,330 6,873 4,313
Restructuring charge(1).............. - - - 1,500 -
----------- ----------- ----------- --------- ---------
Operating income................ 60,654 33,383 18,332 6,991 7,301
Interest expense, net................ 7,745 3,720 2,305 860 427
----------- ----------- ----------- --------- ---------
Income before income taxes...... 52,909 29,663 16,027 6,131 6,874
Income taxes......................... 20,634 11,273 5,927 2,146 2,392
----------- ----------- ----------- --------- ---------
Net income...................... 32,275 18,390 10,100 3,985 4,482
Dividends on redeemable preferred
stock.............................. - - - - 45
----------- ----------- ----------- --------- ---------
Net income available to common
shareholders................. $ 32,275 $ 18,390 $ 10,100 $ 3,985 $ 4,437
=========== =========== =========== ========= =========
Basic earnings per share(2).......... $ 2.35 $ 1.46 $ .83 $ .36 $ .46
=========== =========== =========== ========= =========
Diluted earnings per share(2)........ $ 2.28 $ 1.40 $ .81 $ .35 $ .45
=========== =========== =========== ========= =========
</TABLE>

<TABLE>
<CAPTION>
MARCH 31
-----------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital...................... $ 49,761 $ 27,869 $ 22,080 $ 18,855 $ 13,797
Property and equipment, net.......... 230,733 135,892 85,643 50,591 35,504
Total assets......................... 489,654 237,645 135,720 87,809 60,288
Long-term debt, net of current
portion............................ 170,574 73,030 39,321 20,105 8,820
Common shareholders' equity.......... 214,454 105,332 66,447 49,876 38,170
</TABLE>

- ------------

(1) Relates to direct and incremental costs associated with the merger of two of
the Company's Houston subsidiaries, the net effect of which was to reduce
net income available to common shareholders by $975 after-tax and both basic
and diluted earnings per share by $.09.

(2) Restated as applicable for a two-for-one stock split on January 10, 1997.

<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION CONTAINS 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 PRIMARY GROWTH STRATEGY OF ACQUIRING
ADDITIONAL PRINTING BUSINESSES. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, ANY OF THE
ASSUMPTIONS COULD BE INACCURATE, 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

The Company's sales are derived primarily from the production and sale of
customized printed materials by its printing businesses. The Company's printing
businesses provide a full range of traditional printing services, complemented
at certain locations by a variety of electronic communication and fulfillment
services, for many different types of customers, including national and local
corporations, mutual fund companies, advertising agencies, graphic design firms,
catalog retailers and direct mail distributors. The Company's traditional
printing services encompass electronic prepress, printing, finishing, storage
and delivery of documents and other products requested by its customers and
produced to their specifications. Examples of such products include high
quality, multicolor product and capability brochures, shareholder
communications, catalogs, reference materials, training manuals and direct mail
pieces. Many of the Company's printing businesses utilize their advanced
technological capabilities to offer their customers additional services, such as
archiving, re-purposing and distributing digital data, CD-ROM and internet
publishing and webpage design. Fulfillment services consist of storing customer
materials (primarily printed products) and providing "just-in-time" assembly
and distribution of customized documents to customers or other designated
destinations. Orders for fulfillment services are frequently received from
customers online via the internet or through order entry and inventory
management systems maintained by the Company.

Each printing business has its own sales, estimating, customer service,
prepress, production, postpress and accounting departments. The Company's
headquarters supports its printing businesses in such areas as human resources,
purchasing and management information systems, and maintains centralized risk
management, treasury, investor relations and consolidated financial reporting
activities.

The Company's strategy is to generate growth in sales and profits through
an aggressive acquisition program, coupled with internal growth and operational
improvements at its existing businesses. The Company provides its acquired
businesses cost savings through master purchasing arrangements, access to
technology and capital, strategic counsel and a commitment to training through a
unique, comprehensive management development program. As a result, operating
income margins and efficiencies of newly acquired businesses, which may be lower
than those being achieved by the Company's other businesses, typically improve
as the Company's operating strengths and strategies are fully implemented.

The Company's consolidated financial results in a given period may be
affected by the timing and magnitude of acquisitions. The Company's consolidated
operating income margins in the periods following a significant acquisition (or
series of acquisitions) may be lower than historically reported consolidated
margins depending on how quickly and to what extent an acquired business is able
to adapt to and implement the Company's management practices.

11
<PAGE>
The Company's printing businesses compete primarily in the general
commercial printing sector, which is characterized by individual orders from
customers for customized printing projects rather than long-term contracts.
Continued engagement for successive jobs is dependent upon, among other things,
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 it expects to produce.

RESULTS OF OPERATIONS

The following table sets forth the Company's historical income statements
and certain percentage relationships for the periods indicated:

<TABLE>
<CAPTION>
AS A PERCENTAGE OF SALES
-------------------------------
YEAR ENDED MARCH 31 YEAR ENDED MARCH 31
------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
--------- --------- --------- --------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Sales................................ $ 436.0 $ 231.3 $ 144.1 100.0% 100.0% 100.0%
Cost of sales........................ 299.0 157.9 100.2 68.6 68.3 69.5
--------- --------- --------- --------- --------- ---------
Gross profit.................... 137.0 73.4 43.9 31.4 31.7 30.5
Selling expenses..................... 42.7 22.4 14.2 9.8 9.7 9.9
General and administrative
expenses........................... 33.6 17.6 11.4 7.7 7.6 7.9
--------- --------- --------- --------- --------- ---------
Operating income................ 60.7 33.4 18.3 13.9 14.4 12.7
Interest expense, net................ 7.8 3.7 2.3 1.8 1.6 1.6
--------- --------- --------- --------- --------- ---------
Income before income taxes...... 52.9 29.7 16.0 12.1 12.8 11.1
Income taxes......................... 20.6 11.3 5.9 4.7 4.9 4.1
--------- --------- --------- --------- --------- ---------
Net income...................... $ 32.3 $ 18.4 $ 10.1 7.4% 7.9% 7.0%
========= ========= ========= ========= ========= =========
</TABLE>

Acquisitions in fiscal 1997, 1998 and 1999 are the primary causes of the
absolute increases in revenues and expenses each year since fiscal 1997. Each of
the Company's acquisitions in fiscal 1997, 1998 and 1999 were accounted for
under the purchase method of accounting; accordingly, the Company's consolidated
income statements reflect revenues and expenses of acquired businesses only for
post-acquisition periods. In each fiscal year shown above, acquisitions affected
the Company's consolidated financial results, when compared to the prior fiscal
year, for the portion of the year following their respective dates of
acquisition. Similarly, acquisitions in each fiscal year affected the Company's
consolidated financial results in the fiscal years which followed their
respective year of acquisition because the acquired businesses were under the
Company's ownership for a full fiscal year.

12
<PAGE>
The following table sets forth the Company's fiscal 1997, 1998 and 1999
acquisitions and indicates the period in which each business was acquired.

FISCAL 1997 ACQUISITIONS (THE "1997 ACQUISITIONS")
Bridgetown Printing............. June 1996
Garner Printing................. July 1996
Eagle Press .................... July 1996
Mobility ....................... October 1996
Theo Davis Sons ................ January 1997
Direct Color.................... January 1997

FISCAL 1998 ACQUISITIONS (THE "1998 ACQUISITIONS")
Tucker Printers................. April 1997
The Etheridge Company........... July 1997
Georges and Shapiro............. August 1997
Austin Printing................. September 1997
Geyer Printing.................. October 1997
Superior Colour Graphics........ October 1997
The Otto Companies.............. October 1997
Walnut Circle Press............. November 1997
Columbia Color.................. January 1998
StorterChilds Printing.......... January 1998
Heath Printers.................. January 1998
Fittje Bros. Printing........... February 1998
Courier Printing................ March 1998

FISCAL 1999 ACQUISITIONS (THE "1999 ACQUISITIONS")
Tursack, Inc. .................. April 1998
Image Systems................... May 1998
Printing, Inc. ................. June 1998
Wetzel Brothers................. June 1998
Graphic Communications.......... June 1998
Paragraphics.................... July 1998
Pride Printers.................. July 1998
Lincoln Printing................ August 1998
Ironwood Litho.................. August 1998
Rush Press...................... September 1998
Printing Corp. of America....... September 1998
Metropolitan Printing........... October 1998
Graphic Technology of
Maryland........................ November 1998
McKay Press..................... November 1998
Mount Vernon Printing........... December 1998
Automated Graphics.............. February 1999
Mercury Printing................ March 1999
CMI............................. March 1999
Maxwell Graphic Arts............ March 1999

FISCAL 1999 COMPARED WITH FISCAL 1998

Sales increased 88% to $436.0 million in 1999 from $231.3 million in 1998.
The incremental revenue contribution of the 1998 Acquisitions and 1999
Acquisitions (together, the "1998/99 Acquired Businesses") substantially
accounted for this increase.

Gross profit increased 87% to $137.0 million in 1999 from $73.4 million in
1998, primarily due to the addition of the 1998/99 Acquired Businesses. Gross
profit as a percentage of sales decreased to 31.4% in 1999 from 31.7% in 1998
because the combined operating margins of the 1998/99 Acquired Businesses, which
contributed a substantial portion of the Company's total 1999 sales, were lower
than the Company's consolidated operating margin in 1998. As discussed above,
the Company expects that

13
<PAGE>
gross profit margins at recently acquired businesses will be lower than the
Company's historical margins, then likely improve as the full benefit of the
Company's operating strengths and strategies takes effect.

Selling expenses increased 91% to $42.7 million in 1999 from $22.4 million
in 1998 due to the increased sales levels noted above. Selling expenses as a
percentage of sales increased slightly to 9.8% in 1999 from 9.7% in 1998 due
primarily to higher selling costs incurred at newly acquired businesses.

General and administrative expenses increased 91% to $33.6 million in 1999
from $17.6 million in 1998. This increase is due to the addition of the 1998/99
Acquired Businesses and, to a lesser extent, an increase in headquarters
staffing and related costs. The additional headquarters costs were incurred to
enable the Company to maximize the operating efficiencies available to it as a
result of its growth. Due to these incremental costs, general and administrative
expenses as a percentage of sales increased slightly to 7.7% in 1999 from 7.6%
in 1998.

Interest expense increased to $7.8 million in 1999 from $3.8 million in
1998 primarily due to a net increase in borrowings under the Company's revolving
line of credit facility used to finance the purchase of the 1999 Acquisitions.

Effective income tax rates reflect an increase to 39% in 1999 from 38% in
1998 due to a combination of factors, including the acquisition of businesses in
states with proportionately higher income tax rates, the effect of nondeductible
goodwill incurred in connection with certain acquisitions and an increase in the
Company's effective marginal federal income tax rate.

FISCAL 1998 COMPARED WITH FISCAL 1997

Sales increased 61% to $231.3 million in 1998 from $144.1 million in 1997.
The incremental revenue contribution of the 1997 Acquisitions and 1998
Acquisitions (together the "1997/98 Acquired Businesses") substantially
accounted for this increase.

Gross profit increased 67% to $73.4 million in 1998 from $43.9 million in
1997, primarily due to the addition of the 1997/98 Acquired Businesses. Gross
profit as a percentage of sales increased to 31.7% in 1998 from 30.5% in 1997.
This improvement generally reflects increased operating efficiencies from the
Company's capital investments and cost savings generated by the Company's
greater purchasing power.

Selling expenses increased 57% to $22.4 million in 1998 from $14.2 million
in 1997 due to the increased sales levels discussed above. Selling expenses as a
percentage of sales improved to 9.7% in 1998 from 9.9% in 1997. This improvement
reflects a lower average commission percentage incurred by the 1997/98 Acquired
Businesses as compared to the Company's historical percentage and an increase in
non-commissioned sales at certain locations.

General and administrative expenses increased 56% to $17.6 million in 1998
from $11.4 million in 1997 due primarily to the addition of the 1997/98 Acquired
Businesses. General and administrative expenses as a percentage of sales
improved to 7.6% in 1998 from 7.9% in 1997. This improvement is due to the
previously mentioned increase in sales exceeding the increase in the amount of
overhead expenses necessary to support such additional sales, and also reflects
the Company's ongoing efficiency initiatives.

Interest expense increased to $3.7 million in 1998 from $2.3 million in
1997 due to a net increase in borrowings under the Company's revolving credit
facility to finance, in part, the cash portions of the purchase price of the
1997/98 Acquired Businesses.

Effective income tax rates increased to 38% in 1998 from 37% in 1997 due to
the Company's continued growth by acquisition in states with higher income tax
rates than those states in which the Company previously operated.

14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

The Company's primary cash uses are for acquisitions, capital expenditures
and payments on long-term debt incurred to finance certain equipment purchases
or assumed in connection with certain acquisitions. Cash utilized to complete
acquisitions totaled $118.2 million in 1999, $42.8 million in 1998 and $17.5
million in 1997. Cash utilized for capital expenditures, which relate primarily
to the purchase of new equipment, was $30.4 million in 1999, $10.6 million in
1998 and $10.2 million in 1997. Payments on long-term debt were $4.2 million in
1999, $5.3 million in 1998 and $2.7 million in 1997. In total, cash requirements
for acquisitions, capital expenditures and debt service were $152.8 million in
1999, $58.7 million in 1998 and $30.4 million in 1997.

The Company financed its capital requirements through internally generated
funds and borrowings under its revolving credit facility (see below). Cash flow
generated from operations (net income plus depreciation, amortization and
deferred tax provision) grew to $55.2 million in 1999, compared to $31.6 million
in 1998 and $16.9 million in 1997. Net incremental borrowings under its
revolving credit facility were $93.5 million in 1999, $26.2 million in 1998 and
$12.4 million in 1997. Debt incurred directly to finance equipment purchases was
$12.3 million in 1999, $6.3 million in 1998 and $6.8 million in 1997.

In connection with the acquisition of certain printing businesses, the
Company issued 1,493,673 shares of its common stock in 1999, 317,713 shares in
1998 and 355,560 shares in 1997. Additionally, pursuant to certain acquisitions,
the Company assumed or issued debt totaling $.5 million, $6.3 million and $4.1
million in 1999, 1998 and 1997.

CAPITAL RESOURCES

In June 1997, the Company entered into a $100 million revolving credit
agreement, which was amended in August 1998 to increase the facility to $200
million (as amended, the "Credit Agreement"), with a nine-member banking group
(following the amendment). Loans outstanding under the Credit Agreement are
unsecured and accrue interest, at the Company's option, at (1) the London
Interbank Offered Rate (LIBOR) plus .50% to 1.50% based upon the Company's Debt
to Pro Forma EBITDA ratio as defined, redetermined quarterly, or (2) an
alternate base rate based upon the bank's prime lending rate or Federal Funds
effective rate. The Credit Agreement also provides for a commitment fee on
available but unused amounts ranging from .10% to .35% per annum. The Credit
Agreement matures on July 31, 2001, at which time all amounts outstanding
thereunder are due. At March 31, 1999, outstanding borrowings under the Credit
Agreement were $143.0 million and were subject to an average interest rate of
5.6% per annum.

The Company is subject to certain covenants and restrictions and must meet
certain financial tests pursuant to and as defined in the Credit Agreement. The
Company believes that these restrictions do not adversely affect its acquisition
or operating strategies, and that it was in compliance with such financial tests
and other covenants at March 31, 1999.

The Company has agreements with certain printing press manufacturers
(collectively, the "Press Purchase Agreements"), pursuant to which the Company
receives certain volume purchase incentives and long-term financing options with
respect to the purchase of printing presses. As of March 31, 1999, the Company
was obligated on term notes related to the Press Purchase Agreements totaling
$19.5 million. These term notes provide for fixed monthly principal and interest
payments through 2009 at an average interest rate of 7.25%, and are secured by
the purchased presses. The Company is not subject to any significant financial
covenants or restrictions in connection with these obligations. As of March 31,
1999, the Company had accepted delivery of additional printing presses for a
total purchase price of $10.7 million, which amount is included in accounts
payable in the accompanying consolidated financial statements and is expected to
be financed under the Press Purchase Agreements.

15
<PAGE>
The Company expects to make additional equipment capital expenditures in
fiscal 2000 using cash flow from operations and borrowings under the Credit
Agreement and/or the Press Purchase Agreements.

The Company's remaining debt obligations generally consist of mortgages,
capital leases, promissory notes, industrial revenue bonds and a $10 million
auxiliary revolving credit agreement, some of which contain financial covenants
and restrictions. The most significant of these place certain restrictions on
future borrowings and acquisitions above specified levels. The Company believes
these restrictions do not adversely affect its acquisition or operating
strategies.

Pursuant to earnout agreements entered into in connection with certain
acquisitions, as of March 31, 1999, the Company was contingently obligated at
certain times and under certain circumstances through 2005 to issue up to
190,953 shares of its common stock and make additional cash payments of up to
$20.2 million for all periods in the aggregate.

During the fiscal year ended March 31, 1999, the Company acquired 19
printing businesses. To complete these acquisitions, in the aggregate, the
Company paid cash of $61.8 million, issued 1,493,673 shares of its common stock,
and discharged debt of the acquired businesses totaling $53.2 million. As of May
31, 1999, the Company had completed two additional acquisitions and had executed
two non-binding letters of intent and one binding definitive agreement to
acquire a total of three other printing businesses.

The Company intends to continue to actively pursue acquisition
opportunities, utilizing cash flow from operations, borrowings under the Credit
Agreement or the issuance of its common stock. There can be no assurance that
the Company will be able to acquire additional businesses on acceptable terms in
the future. In addition, there can be no assurance that the Company will be able
to establish, maintain or increase the profitability of any acquired business.

YEAR 2000

The year 2000 issue results from the historical use in computer software
programs of a two-digit abbreviation in date fields to represent the year.
Certain computer programs, including programs imbedded in various equipment, may
fail to properly function when confronted with dates which contain the two-digit
year "00". These processing errors have the potential to cause system failures
or disrupt normal operations.

The Company has reviewed and is continuing to review its business risks
associated with the Year 2000 issue. It has established a Year 2000 Readiness
Program and a Year 2000 Readiness Team with the responsibility for its
execution. The Year 2000 Readiness Team initially developed a schedule for
evaluating the Company's information technology assets and conducting risk
reviews of non-information technology assets and operational practices.

The evaluation of the Company's information technology assets, including
its management information systems and equipment used in its printing
operations, is substantially complete with certain necessary upgrades,
conversions or replacements having been made or currently in process. The
Company is now proceeding with the testing and validation phase of its Year 2000
Readiness Program with respect to its information technology assets. The
targeted completion date for this phase is September 1999.

Although no assurances can be given, the Company does not believe it will
suffer any material disruptions to its operations as a result of the impact of
the Year 2000 issue on its information technology assets. Because the majority
of its management information systems operate on broadly available hardware
platforms and employ software specifically designed for the printing industry
and perpetually supported by its developers, the Company has not encountered any
significant difficulty in completing the portions of its Year 2000 Readiness
Program pertaining to its information technology assets, nor has it had to
accelerate the replacement or upgrade of, or incur costs materially in excess of
its recurring investment in, its management information systems.

16
<PAGE>
The Company's Year 2000 Readiness Team is in the process of evaluating the
Company's exposure to business disruptions as a result of the impact of the Year
2000 issue on its non-information technology assets, operational policies, and
major suppliers and customers. The Company expects to complete this phase of its
Year 2000 Readiness Program by September 1999.

Like many manufacturing companies, the Company's operations depend upon the
operation of many other businesses, the disruption of any one or even a number
of which as a result of the Year 2000 issue would not have a material effect on
the business of the Company. However, in a "worst case" Year 2000 scenario, a
significant number of such businesses could suffer disruptions as a result of
the Year 2000 issue and the Company's operations could be adversely affected. In
the case of a systemic failure, such as prolonged telecommunications or
electrical failures, or a general disruption in United States or global business
activities that could result in a significant econommic downturn, the primary
business risks of the Company would include, but not be limited to, loss of
customers or orders, increased operating costs, inability to obtain supplies and
inventory on a timely basis, disruptions in product shipments or other business
interruptions of a material nature, any of which could have a material, adverse
effect on the Company's business, results of operations and financial condition.
A prolonged industry-wide decline in printing orders as affected businesses
focus on operational requirements more essential to their survival than printing
needs would have a significant adverse effect on the Company. In addition,
although the Company is not aware of any contractual relationship it has which
exposes the Company to any potentially material liability in the event the
Company suffers a business disruption as a result of the Year 2000 issue, it is
possible that claims of mismanagement, misrepresentation or breach of contract
could nevertheless be made against the Company.

There are many suppliers of paper, ink and other materials used in printing
operations. Thus, the Company believes that it is not materially dependent on
any one supplier. The Company's Year 2000 Readiness Team has orally communicated
with, and in some cases received written communications from, many of the
Company's more significant suppliers regarding such supplier's Year 2000
readiness and is evaluating the need for written confirmation, solicitation or
other action with respect to such information. However, based on communications
made or received to date, the Company believes that it will be able to obtain
materials necessary to continue its operations without significant disruption
due to Year 2000 issues.

The Company has a large and diversified customer base comprised of
thousands of customers in locations throughout the United States and is not
dependent on any one customer or group of customers for its revenues. As such,
the Company does not anticipate that the demand for its commercial printing
services would be materially adversely affected as a result of Year 2000 issues
unless such issues have a widespread, catastrophic effect on its customer base.

The primary thrust of the Company's Year 2000 Readiness Program with
respect to minimizing business disruptions as a result of the impact of the Year
2000 issue on its non-information technology assets, operational policies, all
major suppliers and customers, including with respect to the "worst case"
scenario described above, will be the development of contingency plans, to the
extent feasible. Because of its many locations, if certain of its printing
facilities were to be adversely affected, the Company could likely use other
operable printing facilities. Accordingly, the Company expects that its primary
contingency plans will focus on the re-distribution of customer projects from
inoperable to operable facilities in order to mitigate, to the extent possible,
the effect of any business disruption. The Company expects to develop these
contingency plans after completion of the evaluation phase currently in process.

As part of its ongoing review of the Year 2000 issue, the Company evaluates
and addresses Year 2000 issues for its planned acquisitions and develops
appropriate remedial action and a timetable for such action following completion
of such acquisitions.

17
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk generally means the risk that losses may occur in the value of
certain financial instruments as a result of movements in interest rates,
foreign currency exchange rates and commodity prices. The Company does not hold
or utilize derivative financial instruments which could expose the Company to
significant market risk. However, the Company is exposed to market risk for
changes in interest rates related primarily to its long-term debt obligations.
The Company's long-term debt obligations as of March 31, 1999 include borrowings
under the Credit Agreement totaling $143.0 million, various term equipment notes
of $20.0 million and other debt obligations totaling $10.4 million (see
"Liquidity and Capital Resources").

The following table sets forth the average interest rate for the scheduled
maturities of the Company's long-term debt obligations as of March 31, 1999 ($
in millions):

<TABLE>
<CAPTION>
ESTIMATED
FAIR VALUE
AT MARCH 31,
2000 2001 2002 2003 2004 THEREAFTER TOTAL 1999
--------- --------- --------- --------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FIXED RATE DEBT:
Amount........................... $ 2.9 $ 2.6 $ 2.6 $ 2.4 $ 2.5 $ 12.0 $ 25.0 $ 25.9
Average interest rate............ 7.76% 7.22% 7.17% 7.35% 7.36% 7.22% 7.28%
VARIABLE RATE DEBT:
Amount........................... $ -- $ -- $ 148.4 $ -- $ -- $ -- $ 148.4 $ 148.4
Average interest rate............ -- -- 5.6% -- -- -- 5.6%
</TABLE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company, together with the
report thereon of Arthur Andersen LLP dated May 7, 1999, including the
information required by Item 302 of Regulation S-K, are set forth on pages F-1
through F-16 hereof.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

18
<PAGE>
PART III

The information called for by "Item 10. Directors and Executive Officers
of the Registrant" (except for the information regarding executive officers
which is included in Part I hereof as "Item 1. Business -- Executive Officers
of the Company"), "Item 11. Executive Compensation", "Item 12. Security
Ownership of Certain Beneficial Owners and Management", and "Item 13. Certain
Relationships and Related Transactions", is hereby incorporated by reference to
the Company's Proxy Statement for its Annual Meeting of Shareholders (presently
scheduled to be held July 28, 1999) to be filed with the SEC pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) FINANCIAL STATEMENTS:
See the Index to Consolidated Financial Statements on page F-1 hereof.

(a)(2) FINANCIAL STATEMENT SCHEDULES:
Schedules of the Company and its subsidiaries are omitted because of the
absence of the conditions under which they are required or because the
required information is included in the financial statements or notes
thereto.

(a)(3) EXHIBITS:

<TABLE>
<C> <S>
*3.1 -- Restated Articles of Incorporation of the Company filed with the Secretary of State of the
State of Texas on July 27, 1994 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1994) SEC
File No. 0-24068, Exhibit 4(a)).
*3.2 -- Articles of Amendment to the Restated Articles of Incorporation of the Company dated as of
July 29, 1998. (Consolidated Graphics, Inc. Form 10-Q (June 30, 1998) SEC File No. 0-24068, Exhibit 3.1).
*3.3 -- Restated By-Laws of the Company, dated as of November 2, 1998 (Consolidated Graphics, Inc.
Form 10-Q (September 30, 1998) SEC File No. 0-24068, Exhibit 3.2).
*4 -- Specimen Common Stock Certificate (Consolidated Graphics, Inc. Form 10-K (March 31, 1998)
SEC File No. 0-24068, Exhibit 4.1).
*10.1 -- Revolving Credit Agreement among the Company and Texas Commerce Bank National Association
as Agent and Bank One of Texas, N.A. as Co-Agent, dated as of June 5, 1997 (Consolidated
Graphics, Inc. Form 10-K (March 31, 1997) SEC File No. 0-24068, Exhibit 10.8).
*10.2 -- First Amendment to the Revolving Credit Agreement among the Company and \ of
Texas as Agent and Bank One of Texas, N.A. as Co-Agent, dated August 4, 1998 (Consolidated
Graphics, Inc. Form 10-Q (June 30, 1998) SEC File No. 0-24068, Exhibit 10.1).
10.3 -- Second Amendment to the Revolving Credit Amendment among the Company and Chase Bank of
Texas as Agent and Bank One of Texas, N.A. as Co-Agent, dated April 26, 1999.
*10.4 -- 1994 Consolidated Graphics, Inc. Long-Term Incentive Plan (Consolidated Graphics, Inc.
Registration Statement on Form S-1 (Reg. No. 33-77468), Exhibit 10.14).
*10.5 -- First Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan (reflecting an
increase in the number of shares of Common Stock authorized to be issued thereunder from
367,500 to 967,500) (Consolidated Graphics, Inc. Registration Statement on Form S-8 (Reg.
No. 333-66019), Exhibit 4.2).
</TABLE>

19
<PAGE>
<TABLE>
<C> <S>
*10.6 -- Second Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan, as amended
(reflecting an increase in the number of shares of Common Stock authorized to be issued
thereunder from 1,935,000 (as a result of a 2-1 stock split) to 3,435,000) (Consolidated
Graphics, Inc. Registration Statement on Form S-8 (Reg. No. 333-66019), Exhibit 4.3).
*10.7 -- Form of Indemnification Agreement together with a schedule identifying the directors and
officers parties to such agreement (Consolidated Graphics, Inc. Registration Statement on
Form S-1 (Reg. No. 33-77468), Exhibit 10.15).
10.8 -- Amended Schedule identifying the directors and officers parties to the Indemnification
Agreements with the Company.
21 -- List of Subsidiaries.
23.1 -- Consent of Arthur Andersen LLP.
24 -- Powers of Attorney.
27 -- Edgar financial data schedule.
</TABLE>

- ------------

* Incorporated by reference.

(b) REPORTS ON FORM 8-K:

1) Form 8-K, filed January 11, 1999 in connection with the press
release announcing the signing of a letter of intent to acquire
Mercury Printing.

2) Form 8-K, filed January 21, 1999 in connection with the press
release announcing the signing of a letter of intent to acquire
Wentworth Printing.

3) Form 8-K, filed January 27, 1999 in connection with the press
release announcing the Company's fiscal 1999 third quarter
results.

4) Form 8-K, filed January 28, 1999 including audited financial
statements for certain printing businesses acquired or probable of
being acquired by the Company in fiscal 1999.

5) Form 8-K, filed January 29, 1999 in connection with the press
release announcing the signing of a letter of intent to acquire
CMI.

6) Form 8-K, filed February 23, 1999 in connection with the press
release announcing the signing of a letter of intent to acquire a
Midwestern commercial printing company and updating the status of
other pending acquisitions.

7) Form 8-K, filed March 3, 1999 in connection with the press release
announcing the completion of the acquisition of Automated Graphic
Systems.

8) Form 8-K, filed March 17, 1999 in connection with the press
release announcing the completion of the acquisition of Mercury
Printing.

9) Form 8-K, filed April 6, 1999 in connection with the press release
announcing the completion of the acquisitions of CMI and Maxwell
Graphic Arts.

10) Form 8-K, filed April 16, 1999 in connection with the press
release announcing the completion of the acquisition of Wentworth
Printing.

11) Form 8-K, filed April 28, 1999 in connection with three press
releases announcing the Company's fiscal 1999 fourth quarter
results and the signing of letters of intent to acquire The
Printery, Westland Printers and H & N Printing & Graphics.

12) Form 8-K, filed May 5, 1999 in connection with the press release
announcing the completion of the acquisition of The Printery.

20
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF OF THE UNDERSIGNED, THEREUNDER DULY AUTHORIZED, IN THE CITY OF
HOUSTON, STATE OF TEXAS ON THE 11TH DAY OF JUNE, 1999.

CONSOLIDATED GRAPHICS, INC.

By: /s/: JOE R. DAVIS
JOE R. DAVIS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------- --------- -------

<S> <C> <C>
/s/:JOE R. DAVIS President, Chief Executive
JOE R. DAVIS Officer and Director June 11, 1999
(Principal Executive Officer)

/s/:G. CHRISTOPHER COLVILLE Executive Vice President -- Mergers
G. CHRISTOPHER COLVILLE and Acquisitions; Chief Financial and June 11, 1999
Accounting Officer and Secretary

LARRY J. ALEXANDER* Director
LARRY J. ALEXANDER

BRADY F. CARRUTH* Director
BRADY F. CARRUTH

CLARENCE C. COMER* Director
CLARENCE C. COMER

GARY L. FORBES* Director
GARY L. FORBES

W.D. HAWKINS* Director
W. D. HAWKINS

JAMES H. LIMMER* Director
JAMES H. LIMMER

THOMAS E. SMITH* Director
THOMAS E. SMITH

HUGH N. WEST* Director
HUGH N. WEST

* By:/s/:JOE R. DAVIS
JOE R. DAVIS June 11, 1999
Attorney-in-Fact
</TABLE>

<PAGE>
FINANCIAL SUPPLEMENT TO
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1999

CONSOLIDATED GRAPHICS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

Report of Independent Public Accountants ........................ F-2

Consolidated Balance Sheets at March 31, 1999 and 1998 .......... F-3

Consolidated Income Statements for the Years Ended
March 31, 1999, 1998 and 1997 ................................. F-4

Consolidated Statements of Shareholders' Equity for the Years
Ended March 31, 1999, 1998 and 1997 ........................... F-5

Consolidated Statements of Cash Flows for the Years Ended
March 31, 1999, 1998 and 1997 ................................. F-6

Notes to Consolidated Financial Statements ...................... F-7

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of
Consolidated Graphics, Inc.:

We have audited the accompanying consolidated balance sheets of Consolidated
Graphics, Inc. (a Texas corporation) and subsidiaries as of March 31, 1999 and
1998, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended March 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Consolidated Graphics, Inc. and
subsidiaries as of March 31, 1999 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended March 31,
1999, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Houston, Texas
May 7, 1999

F-2
<PAGE>
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

MARCH 31
------------------------
1999 1998
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....... $ 6,538 $ 5,268
Accounts receivable, net........ 92,653 51,008
Inventories..................... 27,345 13,074
Prepaid expenses................ 3,983 2,129
----------- -----------
Total current assets...... 130,519 71,479
PROPERTY AND EQUIPMENT, net.......... 230,733 135,892
GOODWILL, net........................ 121,744 28,157
OTHER ASSETS......................... 6,658 2,117
----------- -----------
$ 489,654 $ 237,645
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term
debt.......................... $ 2,869 $ 2,438
Accounts payable................ 36,920 22,276
Accrued liabilities............. 38,028 18,863
Income taxes payable............ 2,941 33
----------- -----------
Total current
liabilities............. 80,758 43,610
LONG-TERM DEBT, net of current
portion............................ 170,574 73,030
DEFERRED INCOME TAXES................ 23,868 15,673
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value;
100,000,000 shares authorized;
14,649,885 and 12,959,932
issued and outstanding........ 146 129
Additional paid-in capital...... 136,488 59,658
Retained earnings............... 77,820 45,545
----------- -----------
Total shareholders'
equity.................. 214,454 105,332
----------- -----------
$ 489,654 $ 237,645
=========== ===========

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

YEAR ENDED MARCH 31
-------------------------------------
1999 1998 1997
----------- ----------- -----------
SALES................................ $ 435,961 $ 231,282 $ 144,082

COST OF SALES........................ 298,935 157,906 100,197
----------- ----------- -----------

Gross profit.................... 137,026 73,376 43,885

SELLING EXPENSES..................... 42,767 22,365 14,223

GENERAL AND ADMINISTRATIVE
EXPENSES........................... 33,605 17,628 11,330
----------- ----------- -----------

Operating income................ 60,654 33,383 18,332

INTEREST EXPENSE..................... 7,841 3,844 2,330

INTEREST INCOME...................... (96) (124) (25)
----------- ----------- -----------

Income before income taxes...... 52,909 29,663 16,027

INCOME TAXES......................... 20,634 11,273 5,927
----------- ----------- -----------

NET INCOME........................... $ 32,275 $ 18,390 $ 10,100
=========== =========== ===========

BASIC EARNINGS PER SHARE............. $2.35 $1.46 $ .83
=========== =========== ===========

DILUTED EARNINGS PER SHARE........... $2.28 $1.40 $ .81
=========== =========== ===========

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------ PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
------- ------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, March 31, 1996.............. 11,854 $ 118 $ 32,703 $ 17,055 $ 49,876
Common stock
issuance -- acquisition 356 4 4,130 - 4,134
Exercise of stock options....... 240 2 2,335 - 2,337
Net income...................... - - - 10,100 10,100
------- ------- ---------- --------- -----------
BALANCE, March 31, 1997.............. 12,450 124 39,168 27,155 66,447
Common stock
issuance -- acquisitions..... 330 3 16,559 - 16,562
Exercise of stock options....... 180 2 3,931 - 3,933
Net income...................... - - - 18,390 18,390
------- ------- ---------- --------- -----------
BALANCE, March 31, 1998.............. 12,960 129 59,658 45,545 105,332
Common stock
issuance -- acquisitions..... 1,518 15 75,224 - 75,239
Exercise of stock options....... 171 2 1,606 - 1,608
Net income...................... - - - 32,275 32,275
------- ------- ---------- --------- -----------
BALANCE, March 31, 1999.............. 14,649 $ 146 $ 136,488 $ 77,820 $ 214,454
======= ======= ========== ========= ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

YEAR ENDED MARCH 31
--------------------------------------
1999 1998 1997
------------ ----------- -----------
OPERATING ACTIVITIES:
Net income........................... $ 32,275 $ 18,390 $ 10,100
Adjustments to reconcile net income
to net cash provided by operating
activities --
Depreciation and amortization... 20,209 10,040 5,814
Deferred tax provision.......... 2,697 3,148 1,029
Changes in assets and
liabilities, net of effects
of acquisitions --
Accounts receivable....... 665 (6,242) (2,307)
Inventories............... 2,747 2,056 822
Prepaid expenses.......... (594) (497) (237)
Other assets.............. 1,729 (931) (173)
Accounts payable and
accrued liabilities..... (4,761) 3,702 113
Income taxes payable...... 3,632 322 1,290
------------ ----------- -----------
Net cash provided by
operating
activities........ 58,599 29,988 16,451
------------ ----------- -----------
INVESTING ACTIVITIES:
Acquisitions of businesses, net of
cash acquired...................... (118,189) (42,784) (17,468)
Purchases of property and
equipment.......................... (30,429) (10,587) (10,196)
Proceeds from disposition of
assets............................. 1,094 2,641 741
------------ ----------- -----------
Net cash used in
investing
activities........ (147,524) (50,730) (26,923)
------------ ----------- -----------
FINANCING ACTIVITIES:
Proceeds from revolving credit
agreement.......................... 306,165 200,892 73,707
Payments on revolving credit
agreement.......................... (212,649) (174,712) (61,307)
Payments on long-term debt........... (4,202) (5,291) (2,740)
Proceeds from exercise of stock
options and other.................. 881 1,485 1,362
------------ ----------- -----------
Net cash provided by
financing
activities........ 90,195 22,374 11,022
------------ ----------- -----------
NET INCREASE IN CASH AND CASH
EQUIVALENTS........................ 1,270 1,632 550
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR.................. 5,268 3,636 3,086
------------ ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF
YEAR............................... $ 6,538 $ 5,268 $ 3,636
============ =========== ===========

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. BUSINESS:

Consolidated Graphics, Inc. and subsidiaries (collectively with its
subsidiaries referred to as the "Company"), headquartered in Houston, Texas, is
a leading consolidator in the highly fragmented commercial printing industry. At
March 31, 1999, the Company operated 50 printing companies in 23 states. The
Company's printing businesses provide a full range of traditional printing
services, complemented at certain locations by a variety of electronic
communication and fulfillment services, for many different types of customers,
including national and local corporations, mutual fund companies, advertising
agencies, graphic design firms, catalog retailers and direct mail distributors.
The Company's traditional printing services encompass electronic prepress,
printing, finishing, storage and delivery of documents and other products
requested by its customers and produced to their specifications. Examples of
such products include high quality, multicolor product and capability brochures,
shareholder communications, catalogs, books, training manuals and direct mail
pieces. Many of the Company's printing businesses utilize their advanced
technological capabilities to offer their customers additional services, such as
archiving, repurposing and distributing digital data, CD-ROM and internet
publishing and webpage design. Fulfillment services consist of storing customer
materials (primarily printed products) and providing "just-in-time" assembly and
distribution of customized documents to customers or other designated
destinations. Orders for fulfillment services are frequently received from
customers online via the internet or though order entry and inventory management
systems maintained by the Company.

The Company believes that its large customer base, broad geographic
coverage of the United States and wide range of printing capabilities and
services may reduce its exposure to economic fluctuations that may generally
affect segments of the printing industry or any one region of the country.

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION:

ACCOUNTING POLICIES

The accounting policies of the Company reflect industry practices and
conform to generally accepted accounting principles. The more significant of
such accounting policies are described below.

PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries. All intercompany accounts and transactions have been eliminated.

USE OF ESTIMATES -- The preparation of the accompanying consolidated
financial statements requires the use of certain estimates and assumptions by
management in determining the Company's assets and liabilities at the date of
the consolidated financial statements and the reported amount of revenues and
expenses during the reporting period. Because uncertainties with respect to such
estimates and assumptions are inherent in the preparation of financial
statements, actual results could differ from these estimates.

CASH AND CASH EQUIVALENTS -- The Company considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents.

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE -- The Company recognizes
revenue upon delivery of each job. Losses, if any, on jobs are recognized at the
earliest date such amount is determinable. The Company derives the majority of
its revenues from sales and services to a broad and diverse group of customers
with no individual customer accounting for more than 10% of the Company's
revenues during the years ended March 31, 1999, 1998 and 1997. The Company
maintains an allowance for doubtful accounts based upon the expected
collectibility of trade accounts receivable.

F-7
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Accounts receivable in the accompanying consolidated balance sheets are
reflected net of allowance for doubtful accounts of $4,968 and $1,505 at March
31, 1999 and 1998.

INVENTORIES -- Inventories are valued at the lower of cost or market
utilizing the first-in, first-out method for raw materials and the specific
identification method for work in progress and finished goods. The carrying
values of inventories are set forth below:

MARCH 31
--------------------
1999 1998
--------- ---------
Raw materials........................... $ 9,890 $ 4,102
Work in progress........................ 14,745 6,977
Finished goods.......................... 2,710 1,995
--------- ---------
$ 27,345 $ 13,074
========= =========

ACQUISITIONS -- All acquisitions have been accounted for as purchases.
Operations of the businesses acquired have been included in the accompanying
consolidated financial statements from their respective dates of acquisition.
The allocation of purchase price to the assets and liabilities acquired is based
on estimates of fair market value. The allocation of purchase price in
connection with certain acquisitions in fiscal 1999 may be prospectively revised
when additional information the Company is awaiting concerning certain liability
valuations, other than contingent transaction consideration, is obtained,
provided that such information is received no later than one year after the date
of acquisition. The Company expects that such additional information will not
result in a material adjustment, in the aggregate, to the balances reflected in
the accompanying consolidated financial statements pursuant to the preliminary
purchase price allocations. Contingent transaction consideration is accrued and
reflected as an additional cost of the transaction when payment thereof is
deemed to be probable by the Company.

GOODWILL -- Goodwill represents the excess of cost over the estimated fair
value of identifiable assets of businesses acquired. Goodwill is stated at cost,
net of accumulated amortization, and is being amortized over forty years using
the straight-line method. Accumulated amortization of goodwill was $2,122 and
$506 at March 31, 1999 and 1998.

IMPAIRMENT OF LONG-LIVED ASSETS -- The Company continually evaluates
whether events or circumstances have occurred which indicate that the remaining
estimated useful lives of property and equipment may warrant revision. The
Company also periodically evaluates whether the remaining balances of property
and equipment, goodwill or other assets may be recoverable by assessing current
and future levels of income and cash flows on an undiscounted basis, as well as
other factors, such as business trends and market and economic conditions. No
impairment of the Company's assets has been deemed necessary.

RECENT ACCOUNTING PRONOUNCEMENTS -- During fiscal 1999, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," which requires the display of comprehensive income and
its components in the financial statements. Comprehensive income represents all
changes in equity of an entity during the reporting period, including net income
and charges directly to equity, which are excluded from net income. For the
years ended March 31, 1999, 1998 and 1997, there are no material differences
between the Company's "traditional" and "comprehensive" net income.

During fiscal 1999, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," which defines how public
companies are to report information about operating segments in both annual and
interim financial statements. SFAS No. 131 also

F-8
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

establishes criteria for related disclosures about products and services,
geographic areas, and major customers. The Company has adopted SFAS No. 131
which does not impact its existing financial reporting disclosures.

In February 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits," which became effective for the Company's financial
statements during fiscal 1999. SFAS No. 132 requires revised disclosures about
pension and other postretirement benefit plans. The adoption of this standard
does not apply to the Company as the Company does not provide pension or other
postretirement benefits to its employees.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which will become effective for the
Company's financial statements beginning in fiscal 2001. SFAS No. 133 requires a
company to recognize all derivative instruments (including certain derivative
instruments embedded in other contracts) as assets or liabilities in its balance
sheet and measure them at fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. The Company believes that the impact of SFAS
No. 133 on its existing accounting policies and financial reporting disclosures
will not be material.

In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position (SOP) 98-1, "Accounting for the Costs
of Computer Software Development or Obtained for Internal Use," which will
become effective for the Company's financial statements beginning in fiscal
2000. SOP 98-1 provides guidance with respect to accounting for the various
types of costs the Company may incur to develop or obtain computer software for
its own use. The Company believes that SOP 98-1 will not have a material effect
on its consolidated financial statements.

In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities," which will become effective for the Company's financial
statements beginning in fiscal 2000. SOP 98-5 requires costs of start-up
activities to be expensed as incurred, and upon adoption, previously deferred
costs to be charged as a cumulative effect of a change in accounting principle.
The Company believes that SOP 98-5 will not have a material effect on its
consolidated financial statements.

OTHER INFORMATION

SUPPLEMENTAL CASH FLOW INFORMATION -- The consolidated statements of cash
flows provide information about changes in cash and exclude the effect of
non-cash transactions. Significant non-cash transactions primarily include the
issuance of common stock and the issuance or assumption of debt in connection
with the acquisition of certain printing businesses (see Note 3. Acquisitions).
Additionally, equipment capital expenditures financed by the Company, totaling
$8,278, $6,286 and $6,835 for the years ended March 31, 1999, 1998 and 1997, and
the effect of accounts payable totaling $10,716 and $5,073 as of March 31, 1999
and 1998, related to the purchase of certain printing presses, have been
eliminated from the accompanying consolidated statements of cash flows.

The following is a summary of the total cash paid for interest and income
taxes (net of refunds):

YEAR ENDED MARCH 31
-------------------------------
1999 1998 1997
--------- --------- ---------
CASH PAID FOR:
Interest........................... $ 7,237 $ 3,482 $ 2,299
Income Taxes....................... 12,931 7,086 3,287

F-9
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

ACCRUED LIABILITIES -- The significant components of accrued liabilities
were as follows:

MARCH 31
--------------------
1999 1998
--------- ---------
Compensation and benefits............... $ 12,518 $ 5,839
Taxes payable........................... 3,177 1,596
Accrued purchases....................... 2,627 265
Other................................... 19,706 11,163
--------- ---------
$ 38,028 $ 18,863
========= =========

STOCK SPLIT -- The accompanying financial statements and notes thereto
reflect the effect of a two-for-one stock split paid in the form of a stock
dividend in January 1997.

EARNINGS PER SHARE -- Basic earnings per share are calculated by dividing
net income by the weighted average number of common shares outstanding. For the
years ended March 31, 1999, 1998 and 1997, the weighted average number of common
shares outstanding were 13,761,809, 12,597,510 and 12,165,985. Diluted earnings
per share reflect net income divided by the weighted average number of common
shares and dilutive stock options outstanding. For the years ended March 31,
1999, 1998 and 1997, the diluted weighted average number of common shares and
dilutive stock options outstanding were 14,126,362, 13,112,023 and 12,410,994.

RELATED PARTY TRANSACTIONS -- The Company leases, under terms it believes
are comparable to market rates, certain real estate from individuals who
formerly owned an acquired business and are now employed by the Company.

FAIR VALUE OF FINANCIAL INSTRUMENTS -- The Company's financial instruments
consist of cash, trade receivables, trade payables and debt obligations. The
Company does not hold or issue derivative financial instruments. The Company
believes that the fair value of its financial instruments, other than fixed rate
debt obligations totaling $25,046 at March 31, 1999, approximates their recorded
values. The Company estimates that the fair value of its fixed rate debt
obligations at March 31, 1999 is $25,876. Such estimate of fair value is based
on interest rates for the same or similar debt offered to the Company having the
same or similar maturities and collateral requirements.

CONCENTRATIONS OF CREDIT RISK -- Financial instruments which potentially
subject the Company to concentrations of credit risk are primarily cash and cash
equivalents and trade receivables. Concentrations of credit risk with respect to
trade receivables are limited because the Company's printing businesses provide
services to a broad range of customers in various geographical regions.
Management performs ongoing credit evaluations of its customers and provides
allowances as deemed necessary.

Certain reclassifications have been made to fiscal 1998 amounts to conform
to the current year presentation.

F-10
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

3. ACQUISITIONS

The Company completed the following acquisitions in fiscal 1999:

<TABLE>
<CAPTION>
COMPANY PRIMARY MARKET DATE
--------- ---------------- ------
<S> <C> <C>
Tursack, Inc. Philadelphia, Pennsylvania April 1998
Image Systems Milwaukee, Wisconsin May 1998
Printing, Inc. Wichita, Kansas June 1998
Wetzel Brothers Milwaukee, Wisconsin June 1998
Graphic Communications San Diego, California June 1998
Paragraphics San Francisco, California July 1998
Pride Printers Boston, Massachusetts July 1998
Lincoln Printing Fort Wayne, Indiana August 1998
Ironwood Litho Phoenix, Arizona August 1998
Rush Press San Diego, California September 1998
Printing Corp. of America Baltimore, Maryland September 1998
Metropolitan Printing Bloomington, Indiana October 1998
Graphic Technology of Maryland Baltimore, Maryland November 1998
McKay Press Midland, Michigan November 1998
Mount Vernon Printing Washington, D.C. December 1998
Automated Graphics Washington, D.C./Cleveland, February 1999
Ohio
Mercury Printing Memphis, Tennessee March 1999
CMI Chicago, Illinois March 1999
Maxwell Graphic Arts Philadelphia, Pennsylvania March 1999
</TABLE>

To complete the aforementioned acquisitions, in the aggregate, the Company
paid cash of $61,824, issued 1,493,673 shares of its common stock and discharged
debt of the acquired businesses totaling $53,198. Additionally, debt of the
acquired businesses totaling $476 remained outstanding following the
acquisitions.

During fiscal 1998, the Company acquired 13 printing businesses. To
complete these acquisitions, in the aggregate, the Company paid cash of $28,933,
issued 317,713 shares of its common stock and discharged debt of the acquired
businesses totaling $13,851. Additionally, debt of the acquired businesses
totaling $6,349 remained outstanding following the acquisitions, together with
accruals totaling $3,167 for the purchase of certain printing presses which were
paid in fiscal 1999.

During fiscal 1997, the Company acquired six printing businesses. To
complete these acquisitions, in the aggregate, the Company paid cash of $7,514,
issued 355,560 shares of its common stock and discharged debt of the acquired
businesses totaling $9,954. Additionally, debt totaling $4,123 was either issued
by the Company in connection with such acquisitions or constituted debt of the
acquired businesses that remained outstanding after the acquisitions.

F-11
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The following table sets forth unaudited pro forma information assuming
that for the year ended March 31, 1999, the acquisitions in fiscal 1999 were
completed on April 1, 1998, and for the year ended March 31, 1998, each of the
acquisitions in fiscal 1998 and 1999 occurred on April 1, 1997.

YEAR ENDED MARCH 31
----------------------
1999 1998
---------- ----------
(UNAUDITED)
Sales................................... $ 568,434 $ 567,638
Net income available to common
shareholders.......................... 38,871 37,642
Diluted earnings per share of common
stock................................. 2.60 2.53

The preceding pro forma financial information does not purport to be
indicative of the Company's consolidated financial position or consolidated
results of operations that would have occurred had the transactions been
completed at the beginning of the periods presented, nor does such pro forma
information purport to indicate the Company's consolidated results of operations
at any future date or for any future period. Certain of the Company's
acquisitions involve contingent consideration typically payable only in the
event that the financial results of an acquired business improve by an equal
amount or more after the acquisition; accordingly, such contingent consideration
has been excluded from the preceding pro forma financial information.

4. PROPERTY AND EQUIPMENT:

Property and equipment are stated at cost, net of accumulated depreciation.
The cost of major renewals and betterments is capitalized; repairs and
maintenance costs are expensed when incurred. Upon retirement or sale, the cost
of the assets disposed of and the related accumulated depreciation are removed
from the accounts, with any resulting gain or loss reflected in income.
Depreciation of property and equipment is computed using the straight-line
method over the estimated useful lives of the various classes of assets.

The following is a summary of the Company's property and equipment and
their estimated useful lives:

MARCH 31
---------------------- ESTIMATED
DESCRIPTION 1999 1998 LIFE IN YEARS
-------------- ---------- ---------- -------------
Land................................. $ 5,061 $ 3,990 -
Buildings and leasehold
improvements....................... 37,965 22,782 15-40
Printing presses and equipment....... 210,469 123,071 7-20
Computer equipment and software...... 10,754 6,169 2-5
Furniture, fixtures and other........ 5,305 4,181 5-7
---------- ----------
269,554 160,193
Less accumulated depreciation and
amortization....................... (38,821) (24,301)
---------- ----------
$ 230,733 $ 135,892
========== ==========

F-12
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

5. LONG-TERM DEBT:

The following is a summary of the Company's long-term debt instruments:

MARCH 31
---------------------
1999 1998
---------- ---------
Revolving credit agreement........... $ 143,000 $ 44,881
Term equipment notes................. 19,966 12,997
Other................................ 10,477 17,590
---------- ---------
173,443 75,468
Less current (2,869) (2,438)
portion..........
---------- ---------
$ 170,574 $ 73,030
========== =========

In June 1997 the Company entered into a $100 million revolving credit
agreement, which was amended in August 1998 to increase the facility to $200
million (as amended, the "Credit Agreement"), with a nine-member banking group
(following the amendments). The Credit Agreement matures on July 31, 2001, at
which time, all amounts outstanding thereunder are due. Borrowings outstanding
under the Credit Agreement are unsecured and accrue interest, at the Company's
option, at (1) the London Interbank Offered Rate (LIBOR) plus .50% to 1.50%
based upon the Company's Debt to Pro Forma EBITDA ratio as defined, redetermined
quarterly, or (2) an alternate base rate based upon the bank's prime lending
rate or Federal Funds effective rate. The Credit Agreement also provides for a
commitment fee on available but unused amounts ranging from .10% to .35% per
annum. On March 31, 1999, outstanding borrowings under the Credit Agreement were
subject to an average interest rate of 5.60% per annum.

The covenants contained in the Credit Agreement, among other things, limit
the Company's ability to (i) incur secured indebtedness or pledge assets as
collateral in excess of certain levels, (ii) merge, consolidate with or acquire
other companies where the total consideration paid is above certain levels,
(iii) change its primary business, (iv) pay dividends above certain levels, (v)
dispose of assets outside the normal course of business in excess of 10% of the
Company's total tangible assets, and (vi) make capital expenditures (exclusive
of expenditures related to business acquisitions) in excess of 300% of
depreciation. The Company must also meet certain financial tests defined in the
Credit Agreement, including maintaining a defined Minimum Net Worth and
achieving specific ratios of Debt to Capitalization, Debt to Pro Forma EBITDA
and Fixed Charge Coverage.

The term equipment notes consist of (i) term loans payable to certain
financial institutions, bearing interest at 8.5% to 9.4% and maturing at various
times through 2003, and (ii) term notes payable pursuant to a printing press
purchase and financing agreement between the Company and Komori America
Corporation (the "Komori Agreement"). The notes payable under the Komori
Agreement provide for fixed monthly principal and interest payments through 2009
at an average interest rate of 7.25% and are secured by the purchased presses.
The Company is not subject to any significant financial covenants or
restrictions in connection with these obligations.

F-13
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The principal payment requirements by fiscal year under the Company's debt
agreements are $2,869 in 2000, $2,606 in 2001, $150,949 in 2002, $2,393 in 2003,
$2,547 in 2004 and $12,079 thereafter.

6. INCOME TAXES:

The provision for income taxes is composed of the following:

YEAR ENDED MARCH 31
-------------------------------
1999 1998 1997
--------- --------- ---------
Current.............................. $ 17,936 $ 7,144 $ 4,898
Deferred............................. 2,698 4,129 1,029
--------- --------- ---------
$ 20,634 $ 11,273 $ 5,927
========= ========= =========

A reconciliation of the statutory federal income tax rate to the effective
tax rate follows:

YEAR ENDED MARCH 31
-------------------------------
1999 1998 1997
--------- --------- ---------
Federal income tax, statutory rate... 35.0% 34.0% 34.0%
State and other...................... 4.0 4.0 3.0
--------- --------- ---------
Income tax, effective rate........... 39.0% 38.0% 37.0%
========= ========= =========

Deferred income taxes reflect the impact of temporary differences between
the amount of assets and liabilities for financial reporting purposes and such
amounts as measured by tax laws and regulations. The components of the net
deferred income tax liability are as follows:

MARCH 31
-------------------------------
1999 1998 1997
--------- --------- ---------
Property and equipment............... $ 27,103 $ 17,952 $ 10,566
Other................................ (3,235) (2,279) (1,630)
--------- --------- ---------
Net deferred income tax liability.... $ 23,868 $ 15,673 $ 8,936
========= ========= =========

7. COMMITMENTS AND CONTINGENCIES:

Operating lease commitments for facilities and equipment require fiscal
year minimum annual payments of $6,951 in 2000, $5,910 in 2001, $5,411 in 2002,
$4,292 in 2003, $3,481 in 2004 and $7,701 thereafter. Total rent expense was
$5,234, $2,729 and $1,128 for the years ended March 31, 1999, 1998 and 1997.

In connection with certain acquisitions, the Company has agreed to issue
additional shares of its common stock or make additional cash payments
contingent upon the acquired printing businesses improving operating profits in
excess of certain pre-determined targets. Pursuant thereto, the Company issued
23,861 shares of its common stock and paid $700 during fiscal 1999. At March 31,
1999, the Company was contingently obligated through 2005 to issue up to a total
of 190,953 shares of its common stock and make additional cash payments of up to
$20,229 for all periods in the aggregate.

From time to time, the Company is subject to legal proceedings and claims
that arise in the ordinary course of its business. Currently, there are no legal
proceedings or claims pending against the Company that management believes will
have a material adverse effect upon the Company's consolidated financial
position or consolidated results of operations.

F-14
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

8. STOCK OPTIONS:

Employees of the Company and certain nonemployee members of the Company's
Board of Directors have been or may be granted rights to purchase shares of
common stock of the Company pursuant to the Consolidated Graphics, Inc.
Long-term Incentive Plan (the "Plan"). Options granted pursuant to the Plan
may either be incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, or non-qualified stock options.
Options granted under the Plan are at a price not less than the market price of
the stock at the date of grant and periodically vest over a term of up to ten
years. Options granted under the Plan generally expire six months after the
vesting period or termination of employment. At March 31, 1999, a total of
2,760,898 shares were reserved for issuance pursuant to the Plan, of which
1,396,971 shares were reserved for options which had not been granted.

The Company accounts for the Plan under the provisions and related
interpretations of APB No. 25, "Accounting for Stock Issued to Employees." No
compensation expense or liability is recognized for such options in the
accompanying consolidated financial statements since all options were granted at
the fair market value of the stock at the date of grant.

The following table sets forth option transactions under the Plan:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED MARCH 31
------------------------------------------------------------------------
1999 1998 1997
---------------------- ---------------------- ----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at April 1............... 808,048 $ 19.10 794,350 $ 9.91 571,800 $6.05
Granted......................... 793,985 55.12 257,866 41.70 502,000 12.29
Exercised....................... (170,392) 11.28 (180,460) 8.59 (239,750) 5.98
Forfeited....................... (67,714) 29.62 (62,908) 26.10 (39,700) 8.04
---------- ---------- ----------
Outstanding at March 31.............. 1,363,927 40.54 808,048 19.10 794,350 9.91
========== ========== ==========
Shares exercisable at March 31....... 217,842 $ 14.94 210,590 $ 9.20 233,865 $8.52
========== ========== ==========
</TABLE>

Had the Company used the fair value-based method of accounting for the Plan
prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation," and
charged compensation expense against income over the vesting period based on the
fair value of options at the date of grant, net income and diluted earnings per
share would have been reduced to the following pro forma amounts:

FOR THE YEARS ENDED MARCH 31
------------------------------------------
1999 1998
------------------- -------------------
AS PRO AS PRO
REPORTED FORMA REPORTED FORMA
-------- ------- -------- -------
Net income....................... $ 32,275 $30,129 $ 18,390 $17,444
Diluted earnings per share....... $ 2.28 $ 2.19 $ 1.40 $ 1.34

The pro forma compensation expense may not be representative of future
amounts because options vest over several years and additional options may be
granted in future years.

F-15
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The weighted-average grant date fair value of options granted during fiscal
1999 and 1998 was $34.64 and $21.17, respectively. The weighted-average grant
date fair value of options was determined by utilizing the Black-Scholes
option-pricing model with the following key assumptions:

1999 1998
--------- ---------
Dividend yield....................... 0% 0%
Expected volatility.................. 51.5% 50.7%
Risk-free interest rate.............. 5.4% 6.1%
Expected life........................ 8.5 yrs 5.0 yrs.

The Black-Scholes model used by the Company to calculate the fair value of
options granted, as well as other currently accepted option valuation models,
were developed to estimate the fair value of freely tradeable, fully
transferable options without vesting and/or trading restrictions, which
significantly differ from the provisions associated with the Company's stock
option awards. These models also require highly subjective assumptions,
including future stock price volatility and expected time until exercise, which
greatly affect the calculated values. Accordingly, management does not believe
this model provides a reliable single measure of the fair value of the Company's
stock option awards.

9. UNAUDITED QUARTERLY FINANCIAL DATA:

The following table contains selected quarterly financial data from the
consolidated income statements for each quarter of fiscal 1999 and 1998. The
Company believes this information reflects all normal recurring adjustments
necessary for a fair presentation of the information for the periods presented.
The operating results for any quarter are not necessarily indicative of results
for any future period.

<TABLE>
<CAPTION>
4TH 3RD 2ND 1ST
QUARTER QUARTER QUARTER QUARTER
---------- ---------- ---------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
FISCAL 1999:
Sales................................ $ 129,313 $ 118,278 $ 103,270 $ 85,100
Gross profit......................... 40,389 37,150 32,401 27,086
Net income........................... 9,590 8,651 7,504 6,530
Basic earnings per share............. .66 .61 .56 .50
Diluted earnings per share........... .65 .60 .54 .48
FISCAL 1998:
Sales................................ $ 66,267 $ 60,977 $ 53,363 $ 50,675
Gross profit......................... 21,217 19,351 16,878 15,930
Net income........................... 5,387 4,868 4,275 3,860
Basic earnings per share............. .42 .38 .34 .31
Diluted earnings per share........... .41 .37 .33 .30
</TABLE>

Earnings per share are computed independently for each of the quarters
presented; therefore, the sum of the quarterly earnings per share may not equal
annual earnings per share.

F-16

EXHIBIT 10.3

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT") is made and
entered into as of April 26, 1999 by and among CONSOLIDATED GRAPHICS, INC., a
Texas corporation (the "BORROWER"); each of the Lenders which is or may from
time to time become a party to the Loan Agreement (as defined below)
(individually, a "LENDER" and, collectively, the "LENDERS"), BANKONE, TEXAS,
N.A., as Co-Agent, COMERICA BANK-TEXAS, as Co-Agent, FIRST UNION NATIONAL BANK,
as Co-Agent, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking
association (previously known as Texas Commerce Bank National Association),
acting as agent for the Lenders (in such capacity, together with its successors
in such capacity, the "AGENT").

RECITALS

A. The Borrower, the Lenders and the Agent executed and delivered that
certain Loan Agreement dated as of June 4, 1997, which was amended by Amendment
to Loan Agreement dated as of August 4, 1998. Said Loan Agreement, as amended,
supplemented and restated, is herein called the "LOAN AGREEMENT". Any
capitalized term used in this Amendment and not otherwise defined shall have the
meaning ascribed to it in the Loan Agreement.

B. The Borrower, the Lenders and the Agent desire to amend the Loan
Agreement in certain respects.

NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties herein set forth, and further good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders and the Agent do hereby agree as
follows:

SECTION 1. AMENDMENTS TO LOAN AGREEMENT.

(a) The reference to "$10,000,000" in SECTION 2.2 of the Loan Agreement is
hereby amended to read "$40,000,000" until March 31, 2000 (after which date, the
reference shall automatically revert to read "$10,000,000"). No Letter of Credit
shall be issued with an expiration date of March 31, 2000 or later if it would
cause aggregate Letter of Credit Liabilities under Letters of Credit having an
expiration date of March 31, 2000 or later to exceed $10,000,000.

(b) EXHIBIT A to the Loan Agreement is hereby amended to be identical to
EXHIBIT A attached hereto.

SECTION 2. RATIFICATION. Except as expressly amended by this Amendment,
the Loan Agreement and the other Loan Documents shall remain in full force and
effect. None of the rights, title and interests existing and to exist under the
Loan Agreement are hereby released, diminished
<PAGE>
or impaired, and the Borrower hereby reaffirms all covenants, representations
and warranties in the
Loan Agreement.

SECTION 3. EXPENSES. The Borrower shall pay to the Agent all reasonable
fees and expenses of its respective legal counsel (pursuant to Section 11.3 of
the Loan Agreement) incurred in connection with the execution of this Amendment.

SECTION 4. CERTIFICATIONS. The Borrower hereby certifies that (a) no
material adverse change in the assets, liabilities, financial condition,
business or affairs of the Borrower has occurred since March 31, 1998, and (b)
no uncured Default or uncured Event of Default has occurred and is continuing or
will occur as a result of this Amendment.

SECTION 5. MISCELLANEOUS. This Amendment (a) shall be binding upon and
inure to the benefit of the Borrower, the Lenders and the Agent and their
respective successors, assigns, receivers and trustees; (b) may be modified or
amended only by a writing signed by the required parties; (c) shall be governed
by and construed in accordance with the laws of the State of Texas and the
United States of America; (d) may be executed in several counterparts by the
parties hereto on separate counterparts, and each counterpart, when so executed
and delivered, shall constitute an original agreement, and all such separate
counterparts shall constitute but one and the same agreement and (e) together
with the other Loan Documents, embodies the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, consents and understandings relating to such subject matter.
The headings herein shall be accorded no significance in interpreting this
Amendment.

NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SS.26.02

THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN
DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY
CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY

2
<PAGE>
IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have caused
this Amendment to be signed by their respective duly authorized officers,
effective as of the date first above written.

Exhibit A -- Revised Request for Extension of Credit

CONSOLIDATED GRAPHICS, INC.,
a Texas corporation

By: /s/ JOE R. DAVIS
Name: Joe R. Davis
Title: Chairman and Chief Executive Officer

3
<PAGE>
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as a Lender

By: /s/ JAMES R. DOLPHIN
Name: James R. Dolphin
Title: Senior Vice President

4
<PAGE>
BANKONE, TEXAS, N.A.,
as Co-Agent and as a Lender

By: /s/ JOHN E. ELAM JR.
Name: John E. Elam Jr.
Title: Vice President

5
<PAGE>
COMERICA BANK-TEXAS,
as Co-Agent and as a Lender

By: /s/ ERIC LUNDQUIST
Name: Eric Lundquist
Title: Vice President

6
<PAGE>
FIRST UNION NATIONAL BANK,
as Co-Agent and as a Lender

By: /s/ GEORGE L. WOOLSEY
Name: George L. Woolsey
Title: Vice President

7
<PAGE>
CIBC, INC.

By: /s/ KATHERINE BASS
Name: Katherine Bass
Title: Executive Director
CIBC Oppenheimer Corp. As Agent

8
<PAGE>
BANK OF TOKYO-MITSUBISHI, LTD.

By: /s/ JOHN W. MCGHEE
Name: John W. McGhee
Title: V.P & Manager

9
<PAGE>
NATIONSBANK, N.A.

By: /s/ WILLIAM T. GRIFFIN
Name: William T. Griffin
Title: Vice President

10
<PAGE>
SUNTRUST BANK, ATLANTA

By: /s/ STEVEN J. NEWBY
Name: Steven J. Newby
Title: Assistant Vice President

By: /s/ MARY CRAWFORD OWEN
Name: Mary Crawford Owen
Title: Officer

11
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ ROBERT IVOSEVICH
Name: Robert Ivosevich
Title: Senior Vice President

12
<PAGE>
The undersigned hereby join in this Amendment to evidence their consent to
execution by Borrower of this Amendment, to confirm that each Loan Document now
or previously executed by the undersigned applies and shall continue to apply to
the Loan Agreement, as amended hereby, to acknowledge that without such consent
and confirmation, Lenders would not execute this Amendment and to join in the
notice pursuant to Tex. Bus. & Comm. Code ss.26.02 set forth above.

EACH SUBSIDIARY OF CONSOLIDATED
GRAPHICS, INC. WHICH IS A PARTY TO ANY
OF THE LOAN DOCUMENTS

By: /s/ JOE R. DAVIS
Name: Joe R. Davis
Title: Chairman and Chief Executive Officer

13
<PAGE>
[LETTERHEAD OF THE BORROWER]

REQUEST FOR EXTENSION OF CREDIT

________________, 199____

Chase Bank of Texas, National
Association, as Agent
712 Main Street
Houston, Texas 77002
Attention: Manager, Diversified Corporate Group

Gentlemen:

The undersigned hereby certifies that he is the __________________________
of CONSOLIDATED GRAPHICS, INC., a Texas corporation (the "COMPANY"), and that as
such he is authorized to execute this Request for Extension of Credit (the
"REQUEST") on behalf of the Company pursuant to the Loan Agreement (as it may be
amended, supplemented or restated from time to time, the "AGREEMENT") dated as
of June 4, 1997, by and among the Company, Chase Bank of Texas, National
Association, as Agent, BankOne Texas, N.A., as Co-Agent, and the Lenders therein
named. The (check one) [ ] Loan [ ] Letter of Credit being requested hereby is
to be in the amount set forth in (b) below and is requested to be made on
__________________, which is a Business Day. The undersigned further certifies,
represents and warrants that to his knowledge, after due inquiry (each
capitalized term used herein having the same meaning given to it in the
Agreement unless otherwise specified herein):

(a) As of the date hereof:

(1) The aggregate outstanding amount of Revolving
Loan Obligations is: $__________

(2) The Letter of Credit Liabilities as of the
date hereof, before giving effect to the
Letter of Credit, if any, requested hereby, is: $__________

EXHIBIT A
to Loan Agreement
1
<PAGE>
(3) The aggregate unused Revolving Loan Commitments
of all Lenders [$200,000,000 MINUS the amount
in (a)(1) above], if positive, is: $__________

(b) If and only if the aggregate unused Revolving Loan Commitments of
all Lenders is positive, the Company hereby requests under this
Request a Loan or Letter of Credit (as indicated above) in the
amount of $____________ (which is no more than the aggregate unused
Revolving Loan Commitments of all Lenders).

(c) If a Letter of Credit is requested hereby, it should be issued for
the benefit of ___________________________________ and should have
an expiration date of ____________________ (which date is no later
than one year from the proposed date of issuance) and any special
language to be incorporated into such Letter of Credit is attached
hereto. The sum of the face amount of the requested Letter of Credit
PLUS ---- the Letter of Credit Liabilities as the date hereof as
specified in item 2 above does not exceed (i) until March 31, 2000,
$40,000,000 and (ii) thereafter, $10,000,000.

(d) The representations and warranties made in each Loan Document are
true and correct in all material respects on and as of the time of
delivery hereof, with the same force and effect as if made on and as
of the time of delivery hereof.

(e) No change in the assets, liabilities, financial condition, business
or affairs of the Company or any of the other Obligors has occurred
which results in a Material Adverse Effect.

(f) No Default or Event of Default has occurred and is continuing.

Thank you for your attention to this matter.

Very truly yours,

_____________________________________
[SIGNATURE OF AUTHORIZED OFFICER]

EXHIBIT A
to Loan Agreement

EXHIBIT 10.8

AMENDED SCHEDULE TO EXHIBIT 10.7

The persons listed on the table below have, as of the date indicated, each
entered into an agreement with the Company that is substantially identical to
the Form of Indemnification Agreement previously filed and referenced in Exhibit
10.7, except (i) with respect to the position held, the gender and the name and
address of the indemnitee and (ii) Section 7.5 thereof is only included in
agreements entered into with directors.

INDEMNITEE POSITION EFFECTIVE DATE
------------ ----------- ---------------

Joe R. Davis................. Chief Executive Officer May 1, 1994
and Director
Larry J. Alexander........... Director May 30, 1995
Brady F. Carruth............. Director May 1, 1994
Clarence C. Comer............ Director May 1, 1994
Gary L. Forbes............... Director May 1, 1994
W. D. Hawkins................ Director May 1, 1994
James H. Limmer.............. Director May 1, 1994
Thomas E. Smith.............. Director May 1, 1994
Hugh N. West................. Director May 1, 1994
G. Christopher Colville...... Executive Officer January 8, 1996

EXHIBIT 21

LIST OF SUBSIDIARIES

JURISDICTION OF
SUBSIDIARIES INCORPORATION
--------------- -----------------
Arts and Crafts Press, Inc........... California
Austin Printing Company, Inc......... Georgia
Automated Graphic Imaging/Copy
Center, Inc........................ Washington D.C.
Automated Graphic Systems -- Ohio,
Inc................................ Ohio
Automated Graphic Systems, Inc....... Maryland
Bridgetown Printing Co............... Texas
CGML General Partner, Inc............ Delaware
Chas. P. Young Company............... Texas
Chas. P. Young Company, Inc. ........ New York
Clear Visions, Inc. ................. Texas
Columbia Color, Inc. ................ California
Consolidated Graphics Management II,
Inc. .............................. Delaware
Consolidated Graphics Management III,
Inc. .............................. Delaware
Consolidated Graphics Management,
Inc. .............................. Delaware
Consolidated Graphics Management,
Ltd. .............................. Texas
Consolidated Graphics Properties II,
Inc. .............................. Texas
Consolidated Graphics Properties,
Inc. .............................. Texas
Copy-Mor, Inc. ...................... Illinois
Courier Printing Company............. Tennessee
Digital Direct, Inc. ................ Pennsylvania
Direct Color, Inc. .................. California
Eagle Press, Inc. ................... Texas
Emerald City Graphics, Inc. ......... Washington
Fittje Bros. Printing Co., Inc....... Colorado
Frederic Printing Company............ Colorado
Garner Printing Company.............. Iowa
Georges & Shapiro Lithograph, Inc.... California
Geyer Printing Company, Inc.......... Pennsylvania
Gilliland Printing, Inc. ............ Kansas
Graphic Communications, Inc. ........ California
Graphic Technology of Maryland,
Inc. .............................. Maryland
Gritz-Ritter Graphics, Inc. ......... Colorado
Grover Printing Company.............. Texas
Gulf Printing Company................ Texas
Heath Printers, Inc. ................ Washington
Heritage Graphics, Inc............... Texas
Image Systems, Inc. ................. Wisconsin
Ironwood Lithographers, Inc. ........ Arizona
Lincoln Printing Corporation......... Indiana
Maxwell Graphic Arts, Inc. .......... New Jersey
McKay Press, Inc. ................... Michigan

(CONTINUED ON NEXT PAGE)
<PAGE>

JURISDICTION OF
SUBSIDIARIES INCORPORATION
-------------- ------------------
Mercury Printing Company, Inc. ...... Tennessee
Mercury Web Printing, Inc. .......... Kansas
Metropolitan Printing Services,
Inc. .............................. Indiana
Mobility, Inc. ...................... Texas
Mount Vernon Printing Company........ Virginia
Paragraphics, Inc. .................. California
Precision Litho, Inc. ............... Texas
Pride Printers, Inc. ................ Massachusetts
Printing Corporation of America...... Maryland
Printing, Inc. ...................... Kansas
Rush Press, Inc. .................... California
Serco Forms, LLC..................... Kansas
StorterChilds Printing Co., Inc. .... Florida
Superb Printing Company.............. Texas
Superior Colour Graphics, Inc. ...... Michigan
Tewell Warren Printing Company....... Texas
The Etheridge Company................ Michigan
The Jarvis Press, Inc. .............. Texas
The John C. Otto Company, Inc. ...... Massachusetts
Theo Davis Sons, Incorporated........ North Carolina
The Printery, Inc. .................. Wisconsin
Tucker Printers, Inc. ............... Texas
Tulsa Litho Company.................. Oklahoma
Tursack Printing, Inc. .............. Pennsylvania
Walnut Circle Press, Inc............. North Carolina
Web Graphics, Inc. .................. Kansas
Wentworth Printing Corporation....... South Carolina
Western Lithograph Company........... Texas
Wetzel Brothers, Inc. ............... Wisconsin

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference of our report dated May 7, 1999, included in this Form 10-K into
Consolidated Graphics, Inc. previously filed Registration Statement Files No.
333-57927 on Form S-3, No. 333-63455 on Form S-3, No. 333-65677 on Form S-3, No.
333-62317 on Form S-4, No. 33-87192 on Form S-8, No. 333-13737 on Form S-8, No.
333-18435 on Form S-8 and No. 333-66019 on Form S-8.

ARTHUR ANDERSEN LLP

Houston, Texas
June 11, 1999

EXHIBIT 24

CONSOLIDATED GRAPHICS, INC.