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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - CONSOLIDATED GRAPHICS INC /TX/a11-28981_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

 

 

FTI Consulting, Inc.

 

 

(212) 850-5600

 

CONSOLIDATED GRAPHICS REPORTS FINANCIAL RESULTS FOR THE

QUARTER ENDED SEPTEMBER 2011

 

Year-over-Year Quarterly Highlights:

 

·                  Revenue increased  3% to $267.4 million

·                  Adjusted Operating Income was $15.2 million, or 6%  of revenues

·                  Adjusted Diluted Earnings Per Share were $.76

 

HOUSTON, TEXAS — November 2, 2011 — Consolidated Graphics, Inc. (NYSE: CGX) today announced financial results for the quarter ended September 30, 2011.

 

Revenue for the September quarter increased $7.3 million, or 2.8%, to $267.4 million, compared to the prior year quarter.  The year-over-year revenue increase was due to growth in same-store sales of 1.7% and acquisitions, partially offset by a decline in election-related business. Adjusted Operating Income for the September 2011 quarter was $15.2 million or 5.7% of revenue, compared to $17.0 million or 6.5% of revenue last year.  Adjusted Net Income was $8.3 million, or $.76 per diluted share for the quarter, compared to Adjusted Net Income of $9.0 million or $.77 per diluted share for the prior year quarter.

 

Operating income was $13.9 million for the September 2011 quarter and included $.6 million in charges. Operating income during the September 2010 quarter was $15.4 million and included $.7 million in charges primarily related to lease termination expenses and certain asset impairments.  Net income for the September 2011 quarter was $7.5 million or $.69 diluted earnings per share, compared to $8.1 million or $.69 diluted earnings per share last year.

 

Joe R. Davis, Chairman and Chief Executive Officer of Consolidated Graphics, commented, “Considering the fact that we are in a non-election year, the results for the September quarter compare favorably to the prior quarter. Growth in our technology business, including digital print, and acquisitions contributed to the results.”

 

Mr. Davis concluded, “Based on current market conditions and the usual seasonal improvements, we expect the December quarter’s revenue to be in the range of $297 - $310 million which assumes year-over-year same-store sales growth of up to 5%, as well as incremental revenue from current year acquisitions, offset by the impact of lower election-related business. We expect Adjusted Diluted Earnings Per Share in the December 2011 quarter will improve compared to the prior year, excluding the impact of lower election-related business.  We estimate that lower election-

 



 

related business in the December quarter will have a negative $.22 - $.25 per diluted share impact, compared to the prior year.”

 

Share Repurchase Program Update

 

The Company is authorized to purchase up to an aggregate of $100 million of the Company’s common shares pursuant to a share repurchase program that expires March 31, 2013.  During the quarter, the Company purchased 520,436 shares of its common stock for $18.9 million pursuant to its share repurchase program.  Since beginning the share repurchase program in November 2010, the Company has purchased 1,292,093 shares of its common stock (11.0% of shares outstanding) for $58.2 million, leaving $41.8 million available under the repurchase program. As of September 30, 2011 the Company had 10,434,284 common shares outstanding.

 

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, November 2, 2011, at 11:00 a.m. Eastern Time, to discuss its second 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 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.

 

2



 

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)

 

# # #

 

3



 

CONSOLIDATED GRAPHICS, INC.

Consolidated Income Statements

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

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

Change

 

2011

 

2010

 

Change

 

 

 

 

 

 

 

$

 

%

 

 

 

 

 

$

 

%

 

Sales

 

$

267,401

 

$

260,106

 

7,295

 

3

 

$

510,753

 

$

496,823

 

13,930

 

3

 

Cost of Sales

 

204,056

 

197,952

 

6,104

 

3

 

391,649

 

380,218

 

11,431

 

3

 

Gross Profit

 

63,345

 

62,154

 

1,191

 

2

 

119,104

 

116,605

 

2,499

 

2

 

Selling Expenses

 

22,660

 

22,300

 

360

 

2

 

45,262

 

45,607

 

(345

)

(1

)

General and Administrative Expenses

 

26,033

 

23,682

 

2,351

 

10

 

50,933

 

46,098

 

4,835

 

10

 

Impairment and Other Charges

 

640

 

718

 

(78

)

nm

 

5,281

 

(3,466

)

8,747

 

nm

 

Other Expense

 

158

 

38

 

120

 

nm

 

191

 

57

 

134

 

nm

 

Operating Income

 

13,854

 

15,416

 

(1,562

)

(10

)

17,437

 

28,309

 

(10,872

)

(38

)

Interest Expense

 

1,597

 

2,096

 

(499

)

(24

)

3,155

 

4,099

 

(944

)

(23

)

Income before Taxes

 

12,257

 

13,320

 

(1,063

)

(8

)

14,282

 

24,210

 

(9,928

)

(41

)

Income Taxes

 

4,722

 

5,266

 

(544

)

(10

)

5,162

 

9,315

 

(4,153

)

(45

)

Net Income

 

$

7,535

 

$

8,054

 

(519

)

(6

)

$

9,120

 

$

14,895

 

(5,775

)

(39

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

.70

 

$

.70

 

 

 

 

 

$

.84

 

$

1.30

 

 

 

 

 

Diluted

 

$

.69

 

$

.69

 

 

 

 

 

$

.82

 

$

1.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

10,761

 

11,547

 

 

 

 

 

10,903

 

11,437

 

 

 

 

 

Diluted

 

10,890

 

11,742

 

 

 

 

 

11,098

 

11,635

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Income Tax Rate

 

38.5

%

39.5

%

 

 

 

 

36.1

%

38.5

%

 

 

 

 

 


nm- not meaningful

 

4


 


 

CONSOLIDATED GRAPHICS, INC.

Consolidated Balance Sheets

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

 

 

 

September 30,
 2011

 

March 31,
2011

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

3,680

 

$

3,710

 

Accounts receivable, net

 

183,375

 

171,779

 

Inventories

 

56,757

 

50,888

 

Prepaid expenses

 

15,649

 

13,447

 

Deferred income taxes

 

13,934

 

10,787

 

Total current assets

 

273,395

 

250,611

 

PROPERTY AND EQUIPMENT, net

 

386,144

 

388,681

 

GOODWILL

 

26,512

 

27,124

 

OTHER INTANGIBLE ASSETS, net

 

17,210

 

19,376

 

OTHER ASSETS

 

10,210

 

12,691

 

 

 

$

713,471

 

$

698,483

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Current portion of long-term debt

 

$

21,359

 

$

15,911

 

Accounts payable

 

99,043

 

90,100

 

Accrued liabilities

 

71,411

 

81,501

 

Total current liabilities

 

191,813

 

187,512

 

LONG-TERM DEBT, net of current portion

 

170,132

 

154,161

 

OTHER LIABILITIES

 

22,434

 

13,820

 

DEFERRED INCOME TAXES, net

 

50,879

 

45,629

 

Total liabilities

 

435,258

 

401,122

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock, $.01 par value; 100,000,000 shares authorized; 10,434,284 and 11,072,053 issued and outstanding

 

104

 

110

 

Additional paid-in capital

 

162,387

 

170,547

 

Retained earnings

 

113,850

 

123,990

 

Accumulated other comprehensive income

 

1,872

 

2,714

 

Total shareholders’ equity

 

278,213

 

297,361

 

 

 

$

713,471

 

$

698,483

 

 

 

 

 

 

 

Total debt

 

$

191,491

 

$

170,072

 

Debt-to-total capitalization

 

41

%

36

%

 

5



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

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

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,535

 

$

8,054

 

$

9,120

 

$

14,895

 

Income taxes

 

4,722

 

5,266

 

5,162

 

9,315

 

Interest expense, net

 

1,597

 

2,096

 

3,155

 

4,099

 

Depreciation and amortization

 

17,718

 

16,990

 

35,111

 

34,286

 

Impairment and other charges

 

640

 

718

 

5,281

 

(3,466

)

Share-based compensation expense

 

506

 

792

 

1,143

 

1,775

 

Non-cash foreign currency transaction loss

 

158

 

38

 

191

 

57

 

Net (gain) loss from asset dispositions

 

(292

)

(151

)

(394

)

(96

)

Adjusted EBITDA

 

$

32,584

 

$

33,803

 

$

58,769

 

$

60,865

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

10,065

 

$

9,682

 

$

38,428

 

$

30,184

 

Capital expenditures

 

(11,770

)

(13,809

)

(29,103

)

(25,589

)

Proceeds from asset dispositions

 

524

 

1,692

 

899

 

2,651

 

Free Cash Flow

 

$

(1,181

)

$

(2,435

)

$

10,224

 

$

7,246

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

13,854

 

$

15,416

 

$

17,437

 

$

28,309

 

Impairment and other charges

 

640

 

718

 

5,281

 

(3,466

)

Share-based compensation expense

 

506

 

792

 

1,143

 

1,775

 

Non-cash foreign currency transaction loss

 

158

 

38

 

191

 

57

 

Adjusted Operating Income

 

$

15,158

 

$

16,964

 

$

24,052

 

$

26,675

 

Adjusted Operating Margin

 

5.7

%

6.5

%

4.7

%

5.4

%

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,535

 

$

8,054

 

$

9,120

 

$

14,895

 

Impairment and other charges

 

640

 

718

 

5,281

 

(3,466

)

Tax benefit of impairment and other charges

 

(250

)

(280

)

(1,987

)

1,352

 

Share-based compensation expense, net of taxes

 

309

 

483

 

697

 

1,083

 

Non-cash foreign currency transaction loss, net of taxes

 

96

 

23

 

117

 

35

 

Adjusted Net Income

 

$

8,330

 

$

8,998

 

$

13,228

 

$

13,899

 

 

6



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

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

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

September 30,

 

September 30

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

.69

 

$

.69

 

$

.82

 

$

1.28

 

Impairment and other charges

 

.06

 

.06

 

.48

 

(.30

)

Tax benefit of Impairment and other charges

 

(.02

)

(.02

)

(.18

)

.12

 

Share-based compensation expense, net of taxes

 

.03

 

.04

 

.06

 

.09

 

Non-cash foreign currency transaction loss, net of taxes

 

.01

 

 

.01

 

 

Adjusted Diluted Earnings Per Share

 

$

.76

 

$

.77

 

$

1.19

 

$

1.19

 

 

7