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8-K - 8-K - CONSOLIDATED GRAPHICS INC /TX/a12-11700_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 AND YEAR ENDED MARCH 2012

 

HOUSTON, TEXAS — May 9, 2012 — Consolidated Graphics, Inc. (NYSE: CGX) today announced financial results for its fourth quarter and year ended March 31, 2012.

 

Revenue for the March quarter was $250.6 million, a $7.6 million or 2.9% decrease compared to the prior year quarter.  The decline in revenue compared to the prior year quarter was due to a 4.8% decline in same-store sales, partially offset by sales growth related to acquisitions and an increase in election-related business.  Adjusted Operating Income for the March 2012 quarter was $6.0 million or 2.4% of revenue, compared to $17.7 million or 6.9% of revenue last year.  Adjusted Net Income was $2.9 million, or $.28 per diluted share for the quarter, compared to Adjusted Net Income of $9.8 million or $.85 per diluted share for the prior year quarter. Adjusted EBITDA was $25.0 million for the March 2012 quarter and $122.9 million for fiscal year 2012.

 

Operating loss, which included $11.5 million in charges related to withdrawing from multiemployer pension plans and $2.0 million in long-lived asset impairment charges, was $8.3 million for the March 2012 quarter. Operating income for the prior year quarter was $16.4 million and included long-lived asset impairment charges of $.5 million. Net loss for the March 2012 quarter was $5.9 million or $.57 diluted loss per share, compared to $8.9 million or $.78 diluted earnings per share last year.

 

Joe R. Davis, Chairman and Chief Executive Officer of Consolidated Graphics, commented: “We saw reduced demand this quarter in many of the markets we serve. While this quarter’s results are disappointing, we will continue to invest in our business to help our customers succeed. We believe investments in technology, people and equipment position us to compete effectively and profitably grow our business. Furthermore, we are continually monitoring and adjusting our cost structure to reflect changes in customer demand.”

 



 

CONSOLIDATED GRAPHICS REPORTS FOURTH QUARTER 2012 FINANCIAL RESULTS

 

Share Repurchase Program Update

 

During the March 2012 quarter, the Company purchased 47,759 shares of its common stock for $2.4 million pursuant to a share repurchase program authorizing the Company to purchase up to an aggregate of $170 million of the Company’s common shares.  Since beginning the share repurchase program in November 2010, the Company has purchased 1,579,308 shares of its common stock (13.4% of shares outstanding) for $71.6 million. As of March 31, 2012, the Company had 10,239,819 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 related Current Report on Form 8-K filed 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, May 9, 2012, at 11:00 a.m. Eastern Time, to discuss its fourth 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, other charges, accretion of pension liability, 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(loss) before goodwill impairment charges, other charges, accretion of pension liability, share-based compensation expense, and non-cash foreign currency transaction net gains and losses, 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 impairment charges, other charges, accretion of pension liability, share-based compensation expense, non-cash foreign currency transaction net gain and losses, 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 related Current Report on Form 8-K we filed with the Securities and Exchange Commission.

 

(Tables to follow)

 

# # #

 

3



 

CONSOLIDATED GRAPHICS, INC.

Condensed Consolidated Income Statements

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

 

 

 

Three Months Ended

 

Year Ended

 

 

 

March 31,

 

March 31,

 

 

 

2012

 

2011

 

Change

 

2012

 

2011

 

Change

 

 

 

 

 

 

 

$

 

%

 

 

 

 

 

$

 

%

 

Sales

 

$

250,551

 

$

258,106

 

(7,555

)

(3

)

$

1,045,195

 

$

1,054,040

 

(8,845

)

(1

)

Cost of Sales

 

195,470

 

193,476

 

1,994

 

1

 

801,088

 

795,991

 

5,097

 

1

 

Gross Profit

 

55,081

 

64,630

 

(9,549

)

(15

)

244,107

 

258,049

 

(13,942

)

(5

)

Selling Expenses

 

22,354

 

22,548

 

(194

)

(1

)

90,765

 

91,626

 

(861

)

(1

)

General and Administrative Expenses

 

27,674

 

25,114

 

2,560

 

10

 

105,529

 

95,185

 

10,344

 

11

 

Goodwill Impairment Charge

 

 

 

 

 

1,984

 

 

1,984

 

nm

 

Other Charges

 

13,505

 

530

 

12,975

 

nm

 

18,786

 

(1,945

)

20,731

 

nm

 

Other Expense (Income)

 

(135

)

42

 

(177

)

nm

 

294

 

237

 

57

 

24

 

Operating Income (Loss)

 

(8,317

)

16,396

 

(24,713

)

nm

 

26,749

 

72,946

 

(46,197

)

(63

)

Interest Expense

 

1,460

 

1,708

 

(248

)

(15

)

6,291

 

7,612

 

(1,321

)

(17

)

Income (Loss) before Taxes

 

(9,777

)

14,688

 

(24,465

)

nm

 

20,458

 

65,334

 

(44,876

)

(69

)

Income Tax Expense (Benefit)

 

(3,925

)

5,740

 

(9,665

)

nm

 

6,356

 

23,922

 

(17,566

)

(73

)

Net Income (Loss)

 

$

(5,852

)

$

8,948

 

(14,800

)

nm

 

$

14,102

 

$

41,412

 

(27,310

)

(66

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (Loss) Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(.57

)

$

.79

 

 

 

 

 

$

1.33

 

$

3.63

 

 

 

 

 

Diluted

 

$

(.57

)

$

.78

 

 

 

 

 

$

1.32

 

$

3.57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

10,231

 

11,256

 

 

 

 

 

10,592

 

11,416

 

 

 

 

 

Diluted

 

10,231

 

11,532

 

 

 

 

 

10,708

 

11,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Income Tax Rate

 

40

%

39

%

 

 

 

 

31

%

37

%

 

 

 

 

 


nm- not meaningful

 

4



 

CONSOLIDATED GRAPHICS, INC.

Condensed Consolidated Balance Sheets

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

 

 

 

March 31,
2012

 

March 31,
2011

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

6,065

 

$

3,710

 

Accounts receivable, net

 

162,093

 

171,779

 

Inventories

 

54,129

 

50,888

 

Prepaid expenses

 

15,630

 

13,447

 

Deferred income taxes

 

16,552

 

10,787

 

Total current assets

 

254,469

 

250,611

 

PROPERTY AND EQUIPMENT, net

 

377,055

 

388,681

 

GOODWILL

 

24,847

 

27,124

 

OTHER INTANGIBLE ASSETS, net

 

15,623

 

19,376

 

OTHER ASSETS

 

10,569

 

12,691

 

 

 

$

682,563

 

$

698,483

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Current portion of long-term debt

 

$

23,596

 

$

15,911

 

Accounts payable

 

90,392

 

90,100

 

Accrued liabilities

 

68,496

 

81,501

 

Total current liabilities

 

182,484

 

187,512

 

LONG-TERM DEBT, net of current portion

 

140,150

 

154,161

 

OTHER LIABILITIES

 

31,523

 

13,820

 

DEFERRED INCOME TAXES, net

 

54,051

 

45,629

 

Total liabilities

 

408,208

 

401,122

 

COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock, $.01 par value; 100,000,000 shares authorized; 10,239,819 and 11,072,053 issued and outstanding

 

102

 

110

 

Additional paid-in capital

 

162,568

 

170,547

 

Retained earnings

 

109,832

 

123,990

 

Accumulated other comprehensive income

 

1,853

 

2,714

 

Total shareholders’ equity

 

274,355

 

297,361

 

 

 

$

682,563

 

$

698,483

 

 

 

 

 

 

 

Total debt

 

$

163,746

 

$

170,072

 

Debt-to-total capitalization

 

37

%

36

%

 

5



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

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

 

 

 

Three Months Ended

 

Year Ended

 

 

 

March 31,

 

March 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(5,852

)

$

8,948

 

$

14,102

 

$

41,412

 

Income tax expense (benefit)

 

(3,925

)

5,740

 

6,356

 

23,922

 

Interest expense, net

 

1,460

 

1,708

 

6,291

 

7,612

 

Depreciation and amortization

 

18,645

 

17,555

 

72,419

 

68,928

 

Goodwill impairment charge

 

 

 

1,984

 

 

Other charges

 

13,505

 

530

 

18,786

 

(1,945

)

Accretion of pension liability

 

118

 

21

 

380

 

77

 

Share-based compensation expense

 

797

 

734

 

2,650

 

3,307

 

Non-cash foreign currency transaction loss (gain)

 

(135

)

42

 

294

 

237

 

Net (gain) loss from asset dispositions

 

404

 

(74

)

(321

)

(248

)

Adjusted EBITDA

 

$

25,017

 

$

35,204

 

$

122,941

 

$

143,302

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

44,209

 

$

49,265

 

$

107,538

 

$

101,163

 

Capital expenditures

 

(11,152

)

(17,586

)

(59,965

)

(68,752

)

Proceeds from asset dispositions

 

515

 

1,043

 

3,209

 

3,905

 

Free Cash Flow

 

$

33,572

 

$

32,722

 

$

50,782

 

$

36,316

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

(8,317

)

$

16,396

 

$

26,749

 

$

72,946

 

Goodwill impairment charge

 

 

 

1,984

 

 

Other charges

 

13,505

 

530

 

18,786

 

(1,945

)

Accretion of pension liability

 

118

 

21

 

380

 

77

 

Share-based compensation expense

 

797

 

734

 

2,650

 

3,307

 

Non-cash foreign currency transaction loss (gain)

 

(135

)

42

 

294

 

237

 

Adjusted Operating Income

 

$

5,968

 

$

17,723

 

$

50,843

 

$

74,622

 

Adjusted Operating Margin

 

2.4

%

6.9

%

4.9

%

7.1

%

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(5,852

)

$

8,948

 

$

14,102

 

$

41,412

 

Goodwill impairment charge

 

 

 

1,984

 

 

Tax benefit of goodwill impairment charge

 

 

 

(774

)

 

Other charges

 

13,505

 

530

 

18,786

 

(1,945

)

Tax (benefit) expense of other charges

 

(5,267

)

(207

)

(7,254

)

759

 

Accretion of pension liability, net of taxes

 

72

 

13

 

232

 

49

 

Share-based compensation expense, net of taxes

 

486

 

448

 

1,617

 

2,017

 

Non-cash foreign currency transaction loss (gain), net of taxes

 

(82

)

26

 

179

 

145

 

Adjusted Net Income

 

$

2,862

 

$

9,758

 

$

28,872

 

$

42,437

 

 

6



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

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

 

 

 

Three Months Ended

 

Year Ended

 

 

 

March 31,

 

March 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

(.57

)

$

.78

 

$

1.32

 

$

3.57

 

Goodwill impairment charge

 

 

 

.19

 

 

Tax benefit of goodwill impairment charge

 

 

 

(.07

)

 

Other charges

 

1.31

 

.05

 

1.75

 

(.17

)

Tax (benefit) expense of other charges

 

(.51

)

(.02

)

(.68

)

.07

 

Accretion of pension liability, net of taxes

 

.01

 

 

.02

 

 

Share-based compensation expense, net of taxes

 

.05

 

.04

 

.15

 

.17

 

Non-cash foreign currency transaction loss (gain), net of taxes

 

(.01

)

 

.02

 

.01

 

Adjusted Diluted Earnings Per Share

 

$

.28

 

$

.85

 

$

2.70

 

$

3.65

 

 

7