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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - CONSOLIDATED GRAPHICS INC /TX/a11-23437_18k.htm

Exhibit 99.1

 

FOR:   

Consolidated Graphics, Inc.

 

 

CONTACT:   

Jon C. Biro

 

Executive Vice President/

 

Chief Financial Officer

 

Consolidated Graphics, Inc.

 

(713) 787-0977

 

 

 

Christine Mohrmann/Alexandra Tramont

 

FD

 

(212) 850-5600

 

CONSOLIDATED GRAPHICS REPORTS FINANCIAL RESULTS FOR THE

QUARTER ENDED JUNE 2011 AND ADDITIONAL $50 MILLION SHARE REPURCHASE

AUTHORIZATION

 

Year-over-Year Quarterly Highlights:

 

·                  Revenue increased 2.8% to $243.4 million

 

·                  Adjusted Operating Income was $8.9 million, or 3.7%  of revenues

 

·                  Adjusted Diluted Earnings Per Share were $.43

 

HOUSTON, TEXAS — August 3, 2011 — Consolidated Graphics, Inc. (NYSE: CGX) today announced financial results for the quarter ended June 30, 2011.

 

Revenue for the June quarter increased 2.8% to $243.4 million, compared to the prior year quarter. The higher revenues resulted from 1.5% growth in same-store sales, excluding election-related business, and the impact of acquisitions, partially offset by lower election-related business. Adjusted Operating Income for the June 2011 quarter was $8.9 million or 3.7% of revenue, compared to $9.7 million or 4.1% of revenue last year. Adjusted Net Income was $4.9 million and Adjusted Diluted Earnings Per Share were $.43 in both the June 2011 and June 2010 quarters.

 

Operating income was $3.6 million during the June 2011 quarter and included $4.6 million in expenses resulting from the withdrawal from certain multi-employer pension plans. Operating income during the June 2010 quarter was $12.9 million and included $5.2 million in income resulting from the settlement of litigation, partially offset by a $1.0 million charge for the cost of withdrawing from a multi-employer pension plan. Net income for the June 2011 quarter was $1.6 million or $.14 diluted earnings per share, compared to $6.8 million or $.59 diluted earnings per share last year.

 

Joe R. Davis, Chairman and Chief Executive Officer of Consolidated Graphics, commented, “We grew sales and maintained profitability in a non-election quarter when we typically experience our lowest seasonal demand, and at the same time, increased our investment in the technology and innovation that differentiates our value proposition. As the year progresses, we will continue to invest in our best-in-class solutions, manage our costs, and acquire good assets to grow sales and increase profitability going forward.”

 



 

Mr. Davis concluded, “Based on current market conditions and the usual seasonal improvements, we expect the September quarter’s revenue to be in the range of $262 - $272 million which assumes year-over-year same-store sales growth of up to 5%, as well as incremental revenue from current year acquisitions and lower election-related business. We also expect Adjusted Diluted Earnings Per Share in the September 2011 quarter, excluding the estimated impact of lower election-related business, to improve compared to the same quarter of the prior year.”

 

Share Repurchase Program Update

 

On November 1, 2010, the Board of Directors authorized the purchase of up to an aggregate of $50 million of the Company’s common shares. During the quarter, the Company purchased 215,447 shares of its common stock for $11.5 million.  During the past nine months, the Company purchased 771,657 shares (6.6% of common shares outstanding) of its common stock for $39.2 million.

 

Additional Share Repurchase Authorization

 

On August 1, 2011, the Board of Directors amended the share repurchase program approved in November 2010 by increasing the authorization to purchase the Company’s common stock from $50 million to $100 million. Additionally, the expiration of the program was extended to March 31, 2013. The amended share repurchase program enables the Company to repurchase shares of its common stock in open-market purchases as well as privately negotiated transactions, pursuant to applicable securities regulations, and subject to the terms of our bank facilities, market conditions and other factors. The Board of Directors may modify, suspend, extend or terminate the program at any time. Remaining authorization under the amended share repurchase program at August 1, 2011 was $60.5 million.

 

A reconciliation of the non-GAAP financial measures, Adjusted EBITDA, Free Cash Flow, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income and Adjusted Diluted Earnings Per Share to the most directly comparable GAAP financial measures are included in the attached tables and in the Current Report on Form 8-K filed today with the Securities and Exchange Commission. The Form 8-K also includes the basis for management’s use of these non-GAAP financial measures.

 

Consolidated Graphics, Inc. will host a conference call today, Wednesday, August 3, 2011, at 11:00 a.m. Eastern Time, to discuss its first quarter fiscal 2012 results. The conference call will be simultaneously broadcast live over the Internet on our website (www.cgx.com) and a subsequent archive of such call will also be available on our website.

 

Consolidated Graphics, Inc. (CGX), headquartered in Houston, Texas, is one of North America’s leading general commercial printing companies. With 70 printing businesses strategically located across 27 states, Toronto, and Prague, and a presence in Asia, CGX offers an unmatched geographic footprint, unsurpassed capabilities, and unparalleled levels of convenience, efficiency and service. With locations in or near virtually every major U.S. market, CGX provides the service and responsiveness of a local printer enhanced by the economic, geographic and technological advantages of a large national organization.

 

Consolidated Graphics’ vast and technologically advanced sheetfed and web printing capabilities are complemented by the world’s largest integrated digital footprint. By coupling North

 

2



 

America’s most comprehensive printing capabilities with strategically located fulfillment centers and industry-leading technology, CGX delivers end-to-end print production and management solutions that are based on the needs of our customers to improve their results. For more information, visit www.cgx.com.

 

3



 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in which the Company discusses factors it believes may affect its performance or results in the future. Forward-looking statements are all statements other than historical facts, such as statements regarding assumptions, expectations, beliefs and projections about future events or conditions. You can generally identify forward-looking statements by the appearance in such a statement of words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “forecast,” “project,” “should” or “will” or other comparable words or the negative of such words. The accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events or conditions that change over time and are thus susceptible to change based on actual experience, new developments and known and unknown risks, including those created by general market conditions, competition and the possibility that events may occur beyond the Company’s control, which may limit its ability to maintain or improve its operating results or financial condition or acquire additional printing businesses. The Company gives no assurance that the forward-looking statements will prove to be correct and does not undertake any duty to update them. The Company’s actual future results might differ from the forward-looking statements made in this press release for a variety of reasons, which include weakness in the economy, financial stability of its customers, the sustained growth of its digital printing business, seasonality of election-related business, its ability to adequately manage business expenses, including labor costs, the unfavorable outcome of legal proceedings, the lack of or adequacy of insurance coverage for its operations, the continued availability of raw materials at affordable prices, retention of its key management and operating personnel, satisfactory labor relations, the potential for additional goodwill impairment charges, its ability to identify new acquisition opportunities, negotiate and finance such acquisitions on acceptable terms and successfully absorb and manage such acquisitions in a timely and efficient manner, as well as other risks described under the heading “Risk Factors” of our Annual Report on Form 10-K and the risk factors and cautionary statements described in the other documents the Company files or furnishes from time to time with the Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Should one or more of the foregoing risks or uncertainties materialize, or should the Company’s underlying assumptions, expectations, beliefs or projections prove incorrect, the Company’s actual results may vary materially from those anticipated in its forward-looking statements, and its business, financial condition and results of operations could be materially and adversely affected.

 

Regulation G Reconciliation

 

This press release also contains references to the non-GAAP financial measures of Adjusted EBITDA, which we define as earnings, or net income, before interest, income taxes, depreciation and amortization, goodwill impairment charges, litigation and other charges, share-based compensation expense, non-cash foreign currency transaction gains and losses and net losses/gains from asset dispositions, Free Cash Flow, which we define as net cash provided by operating activities less capital expenditures plus proceeds from assets dispositions, Adjusted Operating Income, which we define as operating income before goodwill charges, litigation and other charges, share-based compensation expense, and non-cash foreign currency transaction net (gain)/loss, Adjusted Operating Margin, which we define as Adjusted Operating Income divided by sales, Adjusted Net Income, which we define as net income (loss) before goodwill charges, litigation and other charges, share-based compensation expense,  non-cash foreign currency transaction net (gain)/loss, all net of tax, and Adjusted Diluted Earnings Per Share, which we define as Adjusted Net Income divided by diluted weighted average number of common shares outstanding. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in the tables below. Management’s opinion regarding the usefulness of these non-GAAP financial measures to investors and a description of the ways in which management used such measures can be found in the Current Report on Form 8-K we filed today with the Securities and Exchange Commission.

 

(Tables to follow)

 

# # #

 

4



 

CONSOLIDATED GRAPHICS, INC.

Consolidated Income Statements

(In thousands, except per share amounts, and unaudited)

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

 

 

 

 

Change

 

 

 

2011

 

2010

 

$

 

%

 

Sales

 

$

243,352

 

$

236,717

 

6,635

 

3

 

Cost of Sales

 

187,593

 

182,266

 

5,327

 

3

 

Gross Profit

 

55,759

 

54,451

 

1,308

 

2

 

Selling Expenses

 

22,602

 

23,307

 

(705

)

(3

)

General and Administrative Expenses

 

24,900

 

22,416

 

2,484

 

11

 

Litigation and Other

 

4,641

 

(4,184

)

8,825

 

nm

 

Other Expense

 

33

 

19

 

14

 

74

 

Operating Income

 

3,583

 

12,893

 

(9,310

)

(72

)

Interest Expense, net

 

1,558

 

2,003

 

(445

)

(22

)

Income before Taxes

 

2,025

 

10,890

 

(8,865

)

(81

)

Income Tax Expense

 

440

 

4,049

 

(3,609

)

(89

)

Net Income

 

$

1,585

 

$

6,841

 

(5,256

)

(77

)

 

 

 

 

 

 

 

 

 

 

Earnings Per Share

 

 

 

 

 

 

 

 

 

Basic

 

$

.14

 

$

.60

 

 

 

 

 

Diluted

 

$

.14

 

$

.59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

Basic

 

11,045

 

11,326

 

 

 

 

 

Diluted

 

11,307

 

11,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Income Tax Rate

 

21.7

%

37.2

%

 

 

 

 

 


nm- not meaningful

 

5



 

CONSOLIDATED GRAPHICS, INC.

Consolidated Balance Sheets

(In thousands, except share and per share amounts, and unaudited)

 

 

 

June 30,
2011

 

March 31,
2011

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

8,164

 

$

3,710

 

Accounts receivable, net

 

166,277

 

171,779

 

Inventories

 

52,076

 

50,888

 

Prepaid expenses

 

12,639

 

13,447

 

Deferred income taxes

 

13,262

 

10,787

 

Total current assets

 

252,418

 

250,611

 

PROPERTY AND EQUIPMENT, net

 

391,372

 

388,681

 

GOODWILL

 

26,777

 

27,124

 

OTHER INTANGIBLE ASSETS, net

 

18,446

 

19,376

 

OTHER ASSETS

 

10,365

 

12,691

 

 

 

$

699,378

 

$

698,483

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Current portion of long-term debt

 

$

16,968

 

$

15,911

 

Accounts payable

 

89,407

 

90,100

 

Accrued liabilities

 

77,189

 

81,501

 

Total current liabilities

 

183,564

 

187,512

 

LONG-TERM DEBT, net of current portion

 

160,433

 

154,161

 

OTHER LIABILITIES

 

20,701

 

13,820

 

DEFERRED INCOME TAXES, net

 

46,364

 

45,629

 

Total liabilities

 

411,062

 

401,122

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock, $.01 par value; 100,000,000 shares authorized; 10,888,635 and 11,072,053 issued and outstanding

 

108

 

110

 

Additional paid-in capital

 

168,276

 

170,547

 

Retained earnings

 

117,344

 

123,990

 

Accumulated other comprehensive income

 

2,588

 

2,714

 

Total shareholders’ equity

 

288,316

 

297,361

 

 

 

$

699,378

 

$

698,483

 

 

 

 

 

 

 

Total debt

 

$

177,401

 

$

170,072

 

Debt-to-total capitalization

 

38

%

36

%

 

6



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

(In thousands, except per share amounts, and unaudited)

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Net income

 

$

1,585

 

$

6,841

 

Income tax expense

 

440

 

4,049

 

Interest expense, net

 

1,558

 

2,003

 

Depreciation and amortization

 

17,393

 

17,296

 

Litigation and other

 

4,641

 

(4,184

)

Share-based compensation expense

 

637

 

983

 

Non-cash foreign currency transaction loss

 

33

 

19

 

Net (gain) loss from asset dispositions

 

(102

)

55

 

Adjusted EBITDA

 

$

26,185

 

$

27,062

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

28,363

 

$

20,502

 

Capital expenditures

 

(17,333

)

(11,780

)

Proceeds from asset dispositions

 

375

 

959

 

Free Cash Flow

 

$

11,405

 

$

9,681

 

 

 

 

 

 

 

Operating income

 

$

3,583

 

$

12,893

 

Litigation and other

 

4,641

 

(4,184

)

Share-based compensation expense

 

637

 

983

 

Non-cash foreign currency transaction loss

 

33

 

19

 

Adjusted Operating Income

 

$

8,894

 

$

9,711

 

Adjusted Operating Margin

 

3.7

%

4.1

%

 

 

 

 

 

 

Net income

 

$

1,585

 

$

6,841

 

Litigation and other

 

4,641

 

(4,184

)

Taxes on litigation and other

 

(1,737

)

1,632

 

Share-based compensation expense, net of taxes

 

389

 

600

 

Non-cash foreign currency transaction loss, net of taxes

 

20

 

12

 

Adjusted Net Income

 

$

4,898

 

$

4,901

 

 

7



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

(In thousands, except per share amounts, and unaudited)

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Diluted earnings per share

 

$

.14

 

$

.59

 

Litigation and other

 

.41

 

(.36

)

Taxes on litigation and other

 

(.15

)

.14

 

Share-based compensation expense, net of taxes

 

.03

 

.05

 

Non-cash foreign currency transaction loss, net of taxes

 

 

.01

 

Adjusted Diluted Earnings Per Share

 

$

.43

 

$

.43

 

 

8