Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED MARCH 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE
TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 001-12631
CONSOLIDATED GRAPHICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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TEXAS
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
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76-0190827
(IRS EMPLOYER IDENTIFICATION NO.) |
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| 5858 WESTHEIMER, SUITE 200
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| HOUSTON, TEXAS
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77057 |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE) |
(713) 787-0977
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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| Securities registered pursuant to Section 12(b) of the Act: |
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS)
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NEW YORK STOCK EXCHANGE
(NAME OF EACH EXCHANGE
ON WHICH REGISTERED) |
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| Securities registered pursuant to Section 12(g) of the Act: |
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| NONE |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
The aggregate market value of the voting stock held by nonaffiliates of the registrant as of
September 30, 2006 (last business day of Consolidated Graphics, Inc.’s most recently completed
second fiscal quarter):
COMMON STOCK, $.01 PAR VALUE—$751,147,779
The number of shares outstanding of the registrant’s common stock as of April 30, 2007:
COMMON STOCK, $.01 PAR VALUE—13,696,390
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the Annual Shareholders’ Meeting to be held
on or about August 2, 2007, 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 Form 10-K. 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 Form
10-K.
CONSOLIDATED GRAPHICS, INC.
FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2007
INDEX
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PART I
In this annual report, the words “Consolidated Graphics,” “CGX,” the “Company,” “we,”
“our” and “us” refer to Consolidated Graphics, Inc, collectively with our consolidated
subsidiaries, unless the context indicates otherwise. Our fiscal year ends on March 31st.
Company Overview
Consolidated Graphics, headquartered in Houston, Texas, is a leading North American general
commercial printing company, with 68 printing businesses strategically located across 27 states
plus one Canadian province. Each of our printing businesses has a well-established operating
history, more than 25 years in most cases. Complementing the printing services we provide, we also
offer (i) state-of-the-art fulfillment services from 12 fulfillment centers located at or near one
of our printing businesses and (ii) proprietary digital technology solutions and e-commerce
capabilities from two technology hubs located at our corporate headquarters and at one of our
printing businesses in the Baltimore/Washington D.C. area.
Our sales are derived from providing commercial printing and print-related services. These
services consist of (i) traditional print services, including electronic prepress, digital and
offset printing, finishing, storage and delivery of high-quality printed documents which are custom
manufactured to our customers’ design specifications; (ii) fulfillment and mailing services for
such printed materials; and (iii) digital technology solutions and e-commerce capabilities that
enable our customers to more efficiently procure and manage printed materials and/or design,
procure, distribute, track and analyze results of printing-based marketing programs and activities.
Examples of the types of documents we print for our customers include high-quality, multi-color
marketing materials, product and capability brochures, point-of-purchase displays, direct mail
pieces, shareholder communications, catalogs and training manuals.
The scope and extent of services provided to our customers typically varies for each
individual order we receive, depending on customer-specific factors including the intended uses for
the printed materials. Furthermore, each of our printing businesses generally is capable of
providing the complete range of our services to its customers. Accordingly, we do not operate our
business in a manner that differentiates among our respective capabilities and services for
financial or management reporting purposes, rather each of our printing businesses define a
distinct reporting unit.
The Company was incorporated in Texas in 1985. Our website address is www.cgx.com. We make
available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended
(“Exchange Act”) and other filings as soon as reasonably practicable after we electronically file
such reports with or furnish such reports to the Securities and Exchange Commission (“SEC”). In
addition, the current forms of our Corporate Governance Guidelines, Corporate Code of Ethics, and
the charters of the respective committees of our Board of Directors, and contact information for
our Presiding Director for purposes of shareholder communications, are all available on our
website. The public may read and copy any materials filed by us with the SEC at the SEC’s public
reference room at 450 Fifth Street, NW, Washington D.C., 20549. The public may obtain information
about the operation of the SEC’s public reference rooms by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements
and other information about issuers like us that file electronically with the SEC.
Industry Background
The printing industry is one of the largest industries in North America and is comprised of
many segments, including general commercial printing, newspapers, directories, book and magazine
publishing, financial printing, business forms, greeting cards and stationery-type products. We
operate in the general commercial printing segment of the industry which generates in North America
over $89 billion in annual sales based on available industry data. Most of the general commercial
printing businesses operating in North America today are privately-owned and individually generate
less than $35 million in annual sales.
A consolidation trend in the general commercial printing industry emerged in the 1990’s as
owners of medium-sized printing businesses (those with annual sales of $2 million to $35 million)
sought to evaluate exit strategies and address new industry challenges. In order to limit personal
financial risk, increase personal financial liquidity, facilitate retirement goals or obtain access
to additional resources that would support the continued growth of their businesses, owners of
these printing businesses became more willing to sell their companies to larger, better-capitalized
companies. We have been an industry-leader in the consolidation trend since our initial public
offering in 1994. We believe that there are very few companies that currently possess the
comparable objectives, financial strength and management expertise necessary to acquire such
printing businesses.
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Primary industry challenges faced by printing business owners include the need to make
on-going investments in new technology and equipment and downturns in the economy. For example,
most printing design and prepress activities are now accomplished in a digital environment.
Prepress computer equipment based on a complete digital workflow, along with more sophisticated
printing presses and finishing equipment, are more efficient, operate faster and require less labor
than the equipment they typically replace. General commercial printing businesses must make
substantial capital investments over time in new equipment and technology in order to remain
competitive in the industry but they may not have the financial resources to do so.
Because of the development and on-going advancement in digital technology, print buyers have
increasingly sought shorter print runs, the ability to personalize more sophisticated marketing
materials to strategically target certain markets or demographics, and e-commerce solutions for
executing and controlling the print procurement and printed materials management processes. This
factor has also contributed substantially to the burden on companies in our industry to invest in
new technology and equipment to remain competitive. Additionally, large corporations have
increasingly sought to achieve a reduction in operating costs by streamlining their print-related
processes and limiting their number of suppliers. To accomplish these objectives, these large
customers frequently seek to align themselves with printing companies that have a significant
national presence and offer a wide range of commercial print capabilities and services, putting
additional pressure on single-location, privately-held printing companies.
In general, changes in prevailing economic conditions significantly impact the general
commercial printing industry. To
the extent weakness in the economy causes local and national corporations to reduce their
spending on advertising and marketing materials, the demand for commercial printing services may be
adversely affected. Further, compounding a potential decline in demand, competitive pricing
pressures may occur and negatively impact the level of sales and profit margins throughout the
industry. Beginning around 2000, industry conditions experienced a significant downturn due in
part to overcapacity caused by a high rate of investment by the overall industry in new technology
and equipment, which was subsequently followed by a broad deterioration in the economy. This
downturn continued through 2003 and many printing businesses failed. The combination of these
failures, and a subsequent strengthening in the economy, have resulted in generally stable
industry conditions in recent years.
Competition
The general commercial printing industry in North America is highly fragmented and most
customers procure print services from local sources. Therefore, we compete primarily with
locally-based printing companies for most print projects. Most of our competitors are
privately-held, single location operations; however, some competitors are large corporations, both
publicly and privately owned.
The major competitive factors in our business are:
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Extent and quality of customer service, including ability to meet customer deadlines |
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Quality of finished materials |
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Cost structure |
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Financial strength |
The ability to provide high-quality customer service is often dependent on production and
distribution capabilities, along with the availability of equipment that is appropriate in size and
function for a given project. We believe that our broad range of printing capabilities and
services and our ability to use our broad geographic footprint to serve customers on
local, regional and national levels, give us a competitive advantage over smaller, local printing
companies. Furthermore, the economic advantages created by our purchasing power, advanced
technological capabilities and ability to utilize available production capacity throughout our
organization, enable our printing businesses to compete more effectively and provide faster
turnaround times than our competitors. Our strong financial position enables us to invest in newer,
more efficient technology and equipment and to make strategic acquisitions, which expands our
industry-leading position in terms of locations, capabilities, and services.
Business Strategy
Our overall business strategy is to be the market leader in the commercial printing industry
by combining the customer service and responsiveness of well-managed, local printing businesses
with the competitive advantages provided by a large, national organization. Management at each of
our printing businesses maintains responsibility for the day-to-day operations and profitability of
their business, while continuing to strengthen and build new customer relationships in their
respective markets. At the same time, our printing businesses are supported by the management
expertise, purchasing power, technology investments, national sales and marketing and other
operating advantages that exist because they are part of a large national organization.
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Internal Sales Growth—Our printing businesses have numerous opportunities, individually and
collectively, to achieve consistent, long-term sales growth at a rate that exceeds industry
averages. Our current initiatives to drive internal sales growth include:
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Aggressively pursuing new business opportunities and experienced sales
professionals to gain market share and strengthen our competitive position going
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Continuing to invest in new equipment and technology that enables us to provide
increasingly higher levels of service and a broader range of capabilities. |
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Capitalizing on our national presence and wide range of capabilities to pursue
sole or preferred-source opportunities with national accounts. |
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Providing information and training to our sales professionals (593 currently)
to ensure they are knowledgeable about the complete range of services and capabilities
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Disciplined
Acquisition Program—We are actively seeking to grow our leading geographic footprint through additional acquisitions of medium and large-sized general commercial
printing businesses, typically ones that are well-managed, profitable and have a generally
excellent reputation and quality customer base. We may also acquire smaller and/or distressed
printing businesses whose operations can be merged into one of our existing locations. This type of
transaction is commonly referred to as a “tuck-in” acquisition.
Cost Savings—Because of our size and national presence, we leverage our economies of scale to
obtain preferential pricing for paper and supplies used in the printing process and for newer, more
efficient equipment. We have various national purchasing contracts in place with major suppliers
and manufacturers. Our purchasing support staff continually monitor market conditions and negotiate
pricing and other contractual terms with these vendors to maximize the cost savings we achieve
under these agreements. In addition, we have centralized certain administrative services, such as
human resources, treasury, tax and risk management, to generate cost savings.
Best Practices/Benchmarking—Management teams at our printing businesses have access to
strategic counsel and professional management techniques in such areas as planning, organization,
and controls. We provide a forum for them to share their knowledge of technical processes and their
best practices with one another through periodic group meetings attended by top management and
other key personnel. We utilize our wide-area network and management information systems to
benchmark financial and operational data, and share such information across our printing businesses
to help their management teams identify and respond to changes in operating trends.
Leadership Development—Our program to recruit, train and develop recent college graduates as
printing sales and management professionals is an integral component of our growth strategy.
Participants in our Leadership Development Program follow a curriculum that provides them with
technical industry knowledge, coupled with general business, managerial, sales and best practices
training. Our Leadership Development Program is unique to the industry, and we believe it is a key
factor in our ability to provide a high degree of quality customer service, as well as provide a
pool of talent for future management positions at our printing businesses. As of April 30, 2007 we
had 275 employees who were current participants in or graduates of this program, 19 of whom serve
as the president of the printing business at which they are employed.
Printing Operations
We currently
operate 68 printing businesses spanning 27 states and one Canadian province, plus 12 fulfillment
centers and two technology hubs. Each printing business is operated as a wholly-owned subsidiary
of our Company. We produce high-quality, custom-designed printed materials for a large base of
customers in a broad cross-section of industries, the majority of which are located in the markets
where our printing businesses are based. In addition to providing a full range of prepress, digital
and offset printing and finishing services, our printing businesses offer fulfillment and mailing
services, as well as e-commerce software solutions and other print-related, value-added services.
Commercial Printing Services
In general, commercial printing includes developing printable content through electronic
prepress services, reproducing images on paper using printing presses and providing comprehensive
finishing and delivery services. We maintain flexible production schedules in order to react
swiftly to our customers’ requirements. Many printing projects require fast turnaround times, from
conception through delivery, and our printing businesses must be able to absorb unexpected or
short-notice demands for our services when called upon to do so. Consequently, our printing
businesses do not generally operate at full capacity.
Our electronic prepress services include all of the steps necessary to prepare media
(photographs, artwork, and typed copy) for printing. This process involves converting the media
into digital images, separating digital color images into
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process colors, and preparing a proof for customer approval. Most of our printing businesses
produce printing plates using “computer-to-plate” technology, whereby digitized text, graphic
images and line art are transferred directly from digital files onto printing plates. In addition,
our printing businesses have adopted recent advances in technology that enable delivery of a
high-quality proof for customer approval electronically via the Internet, eliminating the cost of
producing and delivering a proof, or multiple rounds of proofs, in hard copy format.
Computer-to-plate and remote proofing technology reduces costs, shortens turnaround time and
improves product quality. We continually evaluate our existing electronic prepress capabilities and
closely monitor the development of newer technology that may be used to increase productivity and
improve quality to better serve our customers.
We primarily use offset lithography to reproduce images on paper, which is the process that
generally provides the highest quality, lowest cost printed materials for most commercial printing
projects. Short and medium-run projects are generally printed on sheetfed presses, while longer-run
projects are typically printed on web presses. Digital printing is a smaller but fast-growing
component of the general commercial printing industry that enables high quality, variable data
customization (such as personalization by name, relationship or interests) on very short to
medium-run projects.
Our printing businesses primarily use sheetfed printing presses, which are generally capable
of printing up to 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”). Currently our printing businesses
operate a total of 287 sheetfed presses capable of simultaneously printing from one to 10 colors
and are capable of running at speeds of up to 15,000 impressions an hour. We operate 41 half and
full-size web printing presses which print up to eight colors on a continuous roll of paper, print
up to 32-page signatures on both sides of the paper at speeds of up to 50,000 impressions an hour
and are also capable of folding, gluing and/or perforating the printed material in a single pass.
We also operate a total of 106 digital presses, including 31 high capacity, ultra high quality
presses such as Kodak Nexpress, Xerox iGen3 and HP Indigo 5000. Digital presses enable variable
information printing and automatic personalization of printed materials. Our finishing services
include cutting, folding, binding and other operations necessary to finish printed materials
according to customer specifications. Many of our printing businesses also offer specialty
finishing capabilities, such as die-cutting, embossing, and foil stamping.
Print-related Services
By offering innovative print-related capabilities and e-commerce solutions that respond to the
needs of our customers, we believe that our Company has a competitive advantage that will help us
generate additional sales. We provide a variety of fulfillment services, which primarily include
assembling, packaging, storing, and distributing printed promotional, educational, and training
documents and materials on behalf of our customers. Many corporations utilize our fulfillment
capabilities to help manage their inventories of printed materials, as well as to provide “just in
time” assembly and delivery of printed materials to end users. Orders for fulfillment services are
commonly received via proprietary, Internet-based print procurement and inventory management
systems maintained by our printing businesses, as discussed below. Additionally, we provide
extensive mailing services for printed materials, particularly consumer-direct marketing,
advertising and promotional pieces produced for our customers. We also offer a number of options
for sorting, packaging, inkjet labeling and shipping of printed materials.
Utilizing our expertise in digital technology, we offer print-related e-commerce solutions
that enable our customers to (i) streamline their print procurement process and improve their
ability to manage the printed materials they order and (ii) design, procure, distribute, track and
analyze results of printing-based marketing programs and activities. Most of these e-commerce
solutions are Internet-based, and like the printed materials we produce, are customized to the
specific needs of our customers. For marketing purposes, we refer to our e-commerce capabilities
using the “CGXSolutions” trademark. The key e-commerce capabilities we offer include:
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StoreFront
Enables customers to custom prepare and order printed materials and have them
produced and delivered in such quantity, at such time and in such manner as they
prefer |
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CrossMedia
A unique capability to enhance the creation, distribution, tracking and analysis of
marketing programs and activities |
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Online digital asset library management
An internet-based solution providing comprehensive outsourcing of all image-based
customer marketing materials |
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CGX Mail List
A robust, remotely hosted data warehouse and solution |
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Other e-commerce and electronic media services we offer include Internet services such as
designing websites and programming interactive tools, CD-ROM development and production, foreign
language translation services in over 100 different languages, composition and typesetting, and
database management for customer-retention programs.
Under our National Sales organization (which is discussed below), sales support for
CGXSolutions is provided to our printing businesses to assist them in identifying prospective
customers and marketing our suite of CGXSolutions capabilities and services. We maintain
CGXSolutions project management and staff to design and develop customized solutions in response to
the specific needs of each customer. We also utilize support staff at each of our printing
businesses who are trained and able to serve our customers’ needs related to our CGXSolutions
capabilities and services. In fiscal 2007, 5% of our total sales were obtained through our
CGXSolutions sales channel, an increase of 35% from the prior year. We expect this sales channel
to be a significant component of our overall future internal sales growth.
Sales and Marketing
Most of our sales are generated by individual orders through commissioned sales personnel. As
of April 30, 2007 we employed 593 sales professionals. In addition to soliciting business from
existing and prospective customers, our sales personnel act as liaisons between customers and our
production departments and also provide technical advice and assistance to customers throughout the
printing process.
The nature of commercial printing requires a substantial amount of interaction with customers,
including personal sales calls, reviews of color proofs and “press checks” (customer approval of
printed materials during the printing process). Our sales professionals and customer service
personnel maintain strict control of the printing process for every job we produce as it moves
through our scheduling, prepress, printing, and finishing operations.
A significant element of our marketing focus is to ensure rapid response to customer
requirements and produce high-quality printed materials at competitive prices. Rapid responsiveness
is essential because of the short lead time on most commercial printing projects. Our printing
operations are designed to maintain maximum flexibility to meet customer needs, both on scheduled
and short-notice bases. Each of our printing businesses generally seek projects that it believes
will best utilize its respective equipment and expertise; however, each has access to and is
encouraged to offer its customers the broad range of capabilities we offer throughout our
organization.
We also actively pursue opportunities to establish sole- or preferred-source, printing
relationships with large corporations that are seeking to leverage their print spending and limit
their number of commercial print providers. We refer to these customers as “national accounts” and
aggregate sales to these customers as “National Sales.” To better position ourselves to capitalize
on future national account opportunities, as well as to provide more sales training and support to
our printing businesses, our National Sales organization consists of an executive level team of
sales and marketing professionals who play a key support role to the efforts of our printing
businesses to identify and develop national account opportunities. In fiscal 2007, our National
Sales grew by 44% and represented 9% of our total sales. We expect National Sales to be a
significant component of our overall future internal sales growth.
Customers
Our diverse customer base includes both national and local corporations in the U.S. and Canada
operating in a wide range of industries, as well as mutual fund companies, advertising agencies,
graphic design firms, catalog retailers, direct mail marketers, state and local governments and
quasi-governmental agencies, education institutions, not-for-profit associations, and political
campaign organizations. During fiscal 2007, we served over 22,000 customers, and our top ten
customers accounted for approximately 8% of total sales, with none representing more than 1.5%
individually. We believe that our large and diverse customer base,
broad geographic footprint and extensive range of printing and print-related capabilities may lessen our
exposure to economic slowdowns or other adverse consequences that may generally affect any
particular industry or any particular geographic region. However, because we typically produce a
large number of advertising and marketing materials for our customers, to the extent that
advertising and marketing spending is reduced during an economic downturn, our consolidated
financial condition or results of operations may be adversely affected.
Our customers generally are not contractually obligated to purchase printing services from us.
Typically, we receive discrete orders from our customers for each printing project or service.
Consequently, our continued engagement to provide additional commercial printing services largely
depends upon, among other things, the customer’s satisfaction with the quality of services we
provide. Although we do not depend on any one customer, group of customers or type of customer, our
sales to many of our largest customers may fluctuate from year to year depending upon the number,
size and complexity of projects they initiate and award us.
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Suppliers
We purchase raw materials used in the commercial printing process (such as paper, prepress
supplies, ink, and boxes) from a number of major North American, as well as many local, suppliers.
We are not materially dependent on any one supplier and the raw materials we utilize are generally
readily available. We use a two-tiered approach to purchasing in order to maximize the economies
associated with our size, while maintaining the local efficiencies and time sensitivity required to
meet customer demands. We negotiate master purchasing arrangements centrally with major suppliers
and manufacturers to obtain preferential pricing terms, and then communicate the terms of these
arrangements to our individual printing businesses. Each printing business orders goods and
services through our major vendors as needed based on the terms set forth in our master purchasing
agreements or, when appropriate, purchases locally. We continually monitor market conditions and
product developments, as well as regularly review the contractual terms of our master purchasing
agreements, to take advantage of our increasing buying power and maximize the benefits associated
with these agreements. None of our supplier contracts obligate us to minimum purchase requirements
that would result in us having to purchase excessive quantities of goods or incur a financial
penalty.
We incur significant costs to purchase paper used in the printing process. However,
fluctuations in paper pricing generally do not materially impact our operating margins because we
typically quote, and subsequently purchase, paper for each specific printing project we are
awarded. As a result, any changes in paper pricing are effectively passed through to customers by
our printing businesses. The majority of our paper supply is obtained through merchant
distributors. There are relatively few merchants that are considered national in scope in the U.S.
and Canada, with numerous regional merchants, that serve one or more of our printing businesses.
We have negotiated master purchasing agreements with certain mills, which produce paper, and
certain of the merchant distributors. These agreements typically
provide for volume-related discounts and additional periodic rebates based on the total amount of
purchases made by our printing businesses from each mill and/or merchant. In 2006, certain of our
mill suppliers agreed to produce a Consolidated Graphics branded paper we named “Inspire”, under
arrangements generally similar to our other major vendor agreements. “Inspire” enables us to
further leverage our purchasing power and differentiate ourselves to customers in the marketplace.
We also purchase a large quantity of prepress supplies, consisting mainly of plates and
proofing materials. There are a limited number of key manufacturers of these materials, and we
generally purchase prepress supplies from major and regional distributors. We have obtained
volume-related discounts and incentive arrangements from these manufacturers and receive periodic
rebates based on the total amount of prepress supplies we purchase through these distributors.
Employees
As of April 30, 2007, we had 5,550 employees throughout our organization. Of this total, 684
were employed subject to the terms of various collective bargaining
agreements, 294 of which are employed under collective bargaining agreements that have expired or will expire within one year. We believe
that our relations with our employees are generally satisfactory.
Executive Officers
Joe R. Davis has been the Chief Executive Officer and Chairman of the Board of Directors since
he founded our Company in 1985. Prior to forming CGX, Mr. Davis was a Vice President for a division
of International Paper Company. He also previously served as a partner of a national public
accounting firm. Mr. Davis is 64 years old.
G. Christopher Colville has been Executive Vice President, Chief Financial and Accounting
Officer and Secretary since March 2002. Mr. Colville is a certified public accountant and is 49
years old. On May 9, 2007, we announced that Mr. Colville had decided to resign from the Company
effective June 30, 2007. A successor has not yet been named.
Government Regulation and Environmental Matters
Our printing businesses are subject to the environmental laws and regulations of the U.S. and
Canada as well as state, provincial and local laws and regulations concerning emissions into the air,
discharges into waterways and the generation, handling and disposal of waste materials. The
commercial printing process generates substantial quantities of inks, solvents and other waste
products requiring disposal under the numerous national, state,
provincial and local laws and regulations relating to the environment.
Our printing businesses typically recycle waste paper and contract for the removal of waste
products. We believe our Company 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. We do not anticipate any material future capital
expenditures for environmental control facilities. There can be no assurance, however, that future
changes in environmental laws and regulations will not have a material effect on our consolidated
financial condition or results of operations.
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Financial Information About Geographic Areas
We commenced operations outside the U.S. for the first time in 2007 with the acquisition of
Annan & Bird Lithographers, located near Toronto in Mississauga, Ontario. Revenues and long-lived
assets of our Canadian operations were $11.2 million and $29.3 million as of and for the year ended
March 31, 2007.
Our consolidated results of operations, financial condition and cash flows can be
adversely affected by various risks. These risks include, but are not limited to, the principal
factors listed below. Additional risks not presently known to us or that we currently deem
immaterial may also adversely affect our business operations. You should carefully consider all of
these risks.
Fluctuations in the costs of paper, ink, energy, postage and other raw materials may adversely
impact us.
Purchases of paper, ink, energy, postage and other raw materials and goods and services
represent a large portion of our costs. Any increases in the costs of these items will also
increase our costs. Depending on the timing and severity of such increases we may not be able to
pass these costs on to customers through higher prices. Increases in the costs of these items may
also adversely impact our customers’ demand for printing and related services.
The financial condition of our customers may deteriorate and could affect payment of amounts owed
to us.
We grant credit to substantially all of our customers. A decline in financial condition
across a significant component of our customer base could hinder our ability to collect amounts
owed by customers. In addition, such a decline could result in lower demand for our services. The
potential causes of such a decline include broad or local economic downturns, the fact that many of
our customers are in highly-competitive industries or markets, and the impact of regulatory
actions.
We may not be able to improve our operating efficiencies rapidly enough to meet market conditions.
Because the markets in which we compete are highly-competitive, we must continue to improve
our operating efficiency in order to maintain or improve our profitability. Although we have been
able to improve efficiency and reduce costs in the past, there is no assurance that we will
continue to do so in the future. In addition, the need to reduce ongoing operating costs may result
in significant up-front costs to reduce workforce, close or consolidate facilities, or upgrade
equipment and technology.
We may be unable to successfully integrate the operations of acquired businesses and may not
achieve the cost savings and increased revenues anticipated as a result of these acquisitions.
Achieving the anticipated benefits of acquisitions will depend in part upon our ability to
integrate these businesses in an efficient and effective manner. The integration of companies that
have previously operated independently may result in significant challenges, and we may be unable
to accomplish the integration smoothly or successfully. In particular, the coordination of
geographically dispersed organizations with differences in corporate cultures and management
philosophies may increase the difficulties of integration. The integration of acquired businesses
may also require the dedication of significant management resources, which may temporarily shift
senior management’s attention from the other day-to-day operations of the Company. Our strategy
is, in part, predicated on our ability to realize cost savings and to increase revenues through the
acquisition of businesses that add to the breadth and depth of our capabilities and services.
We may be unable to hire and retain talented employees, including senior management.
Our success depends, in part, on our general ability to attract, develop, motivate and retain
highly skilled employees. The loss of a significant number of our employees or the inability to
attract, hire, develop, train and retain additional skilled personnel could have a material adverse
effect on us. Although our operating platform consists of many locations with a wide geographic
dispersion, individual locations may encounter strong competition from other employers for skilled
labor. In addition, many members of our management have significant industry experience and a long
track record with us that is important to our continued success. If one or more members of our
senior management team leave and we cannot replace them with a suitable candidate quickly, we could
experience difficulty in managing our business properly, which could harm our business and results
of operations.
Costs to provide health care and certain other benefits to our employees may increase.
We generally provide health care and certain other benefits to our employees. In recent years,
costs for health care have increased more rapidly than general inflation in the U.S. economy. If
this trend in health care costs continues, our cost to provide such benefits could increase,
adversely impacting our business and results of operations.
Declines in general economic conditions or acts of war and terrorism may adversely impact our
business.
Demand for printing services is highly correlated with general economic conditions. A decline
in U.S. economic conditions may, therefore, adversely impact our business and results of
operations. Because such outcomes are difficult to
9
predict, the industry may experience excess capacity resulting in declines in prices for our
services. The overall business climate may also be impacted by domestic and foreign wars or acts of
terrorism. Such acts may have sudden and unpredictable adverse impacts on demand for our services.
The highly competitive market for our services may create adverse pricing pressures.
The markets for our services are highly fragmented and we have a large number of competitors,
resulting in a highly competitive market and increasing the risk of adverse pricing pressures in
various circumstances outside of our control, including economic downturns.
Decline in preference for using or receiving printed materials in lieu of alternative mediums may
adversely affect our business.
In addition to traditional non-print based marketing and advertising channels, online
distribution and hosting of media content may gain broad acceptance or preferred status relative to
printed materials among consumers generally and could have an adverse effect on our business.
Consumer acceptance of electronic delivery as well as the extent that consumers may have previously
replaced traditional reading of print material with online hosted media contents is uncertain. We
have no ability to predict the likelihood that this may occur.
Changes in the laws and regulations to which we are subject may increase our costs.
We are subject
to numerous laws and regulations, including, but not limited to, environmental
and health and welfare benefit regulations as well as those associated with being a public company.
These rules and regulations may be changed by local, state,
provincial or national governments or agencies.
Changes in these regulations may result in a significant increase in our compliance costs.
Compliance with changes in rules and regulations could require increases to our workforce,
increased cost for services, compensation and benefits, or investments in new or upgraded
equipment.
Advances in technology may reduce barriers to entry and may result in increased competition.
Future advances in technology could cause certain cost and logistics barriers to entry in the
general commercial printing industry to be reduced or eliminated, which may result in an adverse
effect on our business and results of operations. Current cost barriers include the relatively
large scale of equipment and real estate required to effectively compete in our industry, while
logistics barriers include shipping, customer service and other costs that have historically
precluded competitors not having a local presence from competing effectively from outside of a
particular market, particularly foreign-based competitors.
We rely on our information technology infrastructure and our management information systems for
many enterprise-critical functions. If our information systems fail to adequately perform these
functions or if we experience an interruption in their operation, our business and results of
operations could be adversely affected.
The efficient operation of our business depends on our information technology infrastructure
and our management information systems. We generally rely on our management information systems to
effectively manage accounting and financial functions, job entry, tracking, production,
distribution and cost accumulation and certain purchasing functions. Our information technology
infrastructure underlies both our management information systems and our CGXSolutions capabilities.
The failure of our information technology infrastructure and/or our management information systems
to perform could severely disrupt our business and adversely affect our results of operation. In
addition, our information technology infrastructure and/or our management information systems are
vulnerable to damage or interruption from natural or man-made disasters, terrorist attacks,
computer viruses or hackers, power loss, or other computer systems, Internet telecommunications or
data network failures. Any such interruption could adversely affect our business and results of
operations.
We generally do not have long-term customer agreements.
Most of our customers are not contractually obligated to purchase future services from us.
Although our business does not depend on any one customer or group or type of customers, we cannot
be sure that any particular customer will continue to do business with us for any period of time.
We depend on good labor relations.
If the employees at one or more of our unionized businesses were to engage in a strike or
other work stoppage, or if other employees were to become unionized, we could experience a
disruption of operations, higher labor costs or both, which could have a material adverse effect on
our results of operations.
We rely on the ability to borrow cash to make acquisitions, fund capital expenditures and provide
working capital to the extent such cash needs exceed our internally generated cash flow.
We currently have a modest level of indebtedness and adequate capacity under our primary bank
credit facility as well as other sources of capital to fund our foreseeable cash needs in excess of
our projected internally-generated cash flows.
10
However, adverse changes in general economic conditions or in our financial performance could cause
a limitation in the amount of capital available to us, and could result in a material adverse
effect on our business, results of operations and growth strategies.
|
|
|
| Item 1B. |
|
Unresolved Staff Comments |
The Company has no unresolved written comments from the SEC staff regarding its periodic
or current reports under the Exchange Act.
As of April 30, 2007, our principal facilities consisted of approximately 4.8 million
square feet that contain production, storage and office space, of which approximately 1.9 million
square feet is owned and approximately 2.9 million square feet is leased. Certain of the leased
facilities, totaling approximately 308,557 square feet, are leased from former owners and current
employees of five of our printing businesses. All other leases are with unaffiliated third parties.
We also lease approximately 29,000 square feet of office space in Houston from an unaffiliated
third party for our corporate headquarters. We believe our facilities are generally suitable for
their present and intended purposes and are adequate for our current level of operations.
|
|
|
| Item 3. |
|
Legal Proceedings |
From time to time, we are involved in litigation relating to claims arising out of our
operations in the normal course of business. We maintain insurance coverage against certain
potential claims in amounts that we believe to be adequate. Currently, we are not aware of any
legal proceedings or claims pending against the Company that our management believes could have a
material adverse effect on our consolidated financial condition or results of operations.
|
|
|
| Item 4. |
|
Submission of Matters to a Vote of Security Holders |
None.
PART II
|
|
|
| Item 5. |
|
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities |
Our common stock is traded on the New York Stock Exchange under the symbol “CGX.” The
following table presents the quarterly high and low sales prices for our common stock for each of
the last two fiscal years:
| |
|
|
|
|
|
|
|
|
| Fiscal 2007—Quarter Ended: |
|
High |
|
Low |
|
|
|
|
|
|
|
|
|
June 30, 2006
|
|
|
57.44 |
|
|
|
48.20 |
|
September 30, 2006
|
|
|
64.50 |
|
|
|
47.53 |
|
December 31, 2006
|
|
|
64.17 |
|
|
|
55.39 |
|
March 31, 2007
|
|
|
77.00 |
|
|
|
57.26 |
|
| |
|
|
|
|
|
|
|
|
| Fiscal 2006—Quarter Ended: |
|
High |
|
Low |
|
|
|
|
|
|
|
|
|
June 30, 2005
|
|
|
52.06 |
|
|
|
40.51 |
|
September 30, 2005
|
|
|
45.41 |
|
|
|
37.16 |
|
December 31, 2005
|
|
|
52.08 |
|
|
|
36.06 |
|
March 31, 2006
|
|
|
53.76 |
|
|
|
46.34 |
|
As of April 30, 2007, there were 85 shareholders of record representing approximately 1,500
beneficial owners.
In May 2006, our Board of Directors approved a common stock share repurchase program providing
for repurchases of our common stock not to exceed an aggregate of $68.3 million in open-market or
block purchase transactions. We repurchased 465,644 shares of our common stock at a total cost of
$24.7 million during fiscal 2007. No repurchases were made
during the fourth quarter of fiscal 2007 or thereafter under this program. In May
2007, our Board of Directors approved a new common stock share repurchase program that will expire
in May 2008 providing for repurchases of our common stock not to exceed an aggregate of $100.0
million in open-market or block purchase transactions. We expect to fund any additional
repurchases under the program through cash flow provided by operations or additional borrowings
under our primary bank credit facility. The amount and timing of any purchases will depend upon a
number of factors, including our liquidity and potential alternative
11
uses of our capital resources, the price and availability of our shares, and general market
conditions. There can be no assurance that we will determine to make additional repurchases of our
common stock, and if so, whether we will be able to do so on terms acceptable to us.
We have not previously paid any cash dividends on our common stock. We presently intend to
retain all of our earnings to finance the continuing development of our business and do not
anticipate paying cash dividends on our common stock in the foreseeable future. Any future payment
of cash dividends will depend upon the financial condition, capital requirements and earnings of
our Company, as well as other factors our Board of Directors may deem relevant. In addition, our
primary bank credit facility contains restrictions that limit our ability to pay dividends above
certain levels.
|
|
|
| Item 6. |
|
Selected Consolidated Financial Data |
The following selected consolidated financial data should be read in conjunction with the
audited consolidated financial statements of our Company and the notes thereto included in Item 8.
Financial Statements and Supplementary Data:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
| |
|
(In thousands, except per share data) |
|
Income Statement Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
1,006,186 |
|
|
$ |
879,023 |
|
|
$ |
779,016 |
|
|
$ |
708,060 |
|
|
$ |
710,279 |
|
Cost of sales |
|
|
736,996 |
|
|
|
661,560 |
|
|
|
586,615 |
|
|
|
540,080 |
|
|
|
540,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
269,190 |
|
|
|
217,463 |
|
|
|
192,401 |
|
|
|
167,980 |
|
|
|
169,693 |
|
Selling expenses |
|
|
101,649 |
|
|
|
91,266 |
|
|
|
81,456 |
|
|
|
76,189 |
|
|
|
78,008 |
|
General and administrative expenses |
|
|
69,223 |
|
|
|
58,993 |
|
|
|
54,116 |
|
|
|
51,887 |
|
|
|
52,252 |
|
Goodwill impairment(1) |
|
|
11,533 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
86,785 |
|
|
|
67,204 |
|
|
|
56,829 |
|
|
|
39,904 |
|
|
|
1,400 |
|
Interest expense, net |
|
|
6,702 |
|
|
|
5,514 |
|
|
|
5,107 |
|
|
|
7,216 |
|
|
|
10,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and
accounting change |
|
|
80,083 |
|
|
|
61,690 |
|
|
|
51,722 |
|
|
|
32,688 |
|
|
|
(8,655 |
) |
Income taxes |
|
|
29,342 |
|
|
|
23,192 |
|
|
|
19,000 |
|
|
|
12,691 |
|
|
|
4,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before accounting change |
|
|
50,741 |
|
|
|
38,498 |
|
|
|
32,722 |
|
|
|
19,997 |
|
|
|
(12,939 |
) |
Cumulative effect of accounting change, net
of tax(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
74,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
50,741 |
|
|
$ |
38,498 |
|
|
$ |
32,722 |
|
|
$ |
19,997 |
|
|
$ |
(87,315 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
3.74 |
|
|
$ |
2.81 |
|
|
$ |
2.40 |
|
|
$ |
1.49 |
|
|
$ |
(6.58 |
) |
Diluted |
|
$ |
3.65 |
|
|
$ |
2.73 |
|
|
$ |
2.31 |
|
|
$ |
1.44 |
|
|
$ |
(6.58 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
| |
|
(In thousands) |
|
Balance Sheet Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
$ |
100,153 |
|
|
$ |
67,474 |
|
|
$ |
64,225 |
|
|
$ |
47,488 |
|
|
$ |
53,747 |
|
Property and equipment, net |
|
|
354,156 |
|
|
|
297,308 |
|
|
|
297,600 |
|
|
|
272,801 |
|
|
|
278,134 |
|
Total assets |
|
|
723,969 |
|
|
|
611,313 |
|
|
|
590,229 |
|
|
|
526,209 |
|
|
|
512,583 |
|
Long-term debt, net of current portion |
|
|
142,144 |
|
|
|
90,678 |
|
|
|
111,895 |
|
|
|
98,265 |
|
|
|
143,167 |
|
Total shareholders’ equity |
|
|
365,536 |
|
|
|
318,946 |
|
|
|
283,332 |
|
|
|
245,612 |
|
|
|
221,223 |
|
|
|
|
| (1) |
|
Reflects the impairment of goodwill value as of March 31, 2007 and March 31, 2003 under
Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible
Assets. |
| |
| (2) |
|
Reflects a transitional impairment charge pursuant to our adoption of SFAS No. 142 as of
April 1, 2002. |
12
|
|
|
| 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 known and unknown risks and uncertainties, including those created by
general market conditions, competition and the possibility that events may occur beyond our
control, which may limit our ability to maintain or improve our operating results or financial
condition or acquire additional printing businesses. Our expectations regarding future sales and
profitability assume, among other things, stability in the economy and reasonable growth in the
demand for our products, the continued availability of raw materials at affordable prices and
retention of our key management and operating personnel. In addition, our expectations regarding
future acquisitions assume, among other things, our ability to identify new acquisition
opportunities and our ability to negotiate and finance such acquisitions on acceptable terms, as
well as the ability to successfully absorb and manage such acquisitions. Although management
believes that the assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and there can be no assurance that any or all of the assumptions
underlying the forward-looking statements will prove to be accurate. The inclusion of such
information should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved. We expressly disclaim any duty to provide updates to these
forward-looking statements, assumptions or other factors after the date this Form 10-K was filed to
reflect the occurrence of events or changes in circumstances or expectations.
Overview
Our Company is a leading North American provider of commercial printing services with 68
printing businesses spanning 27 states plus one Canadian province. Complementing the printing
services we provide, we also offer (i) state-of-the-art fulfillment services from 12 fulfillment
centers located at or near one of our printing businesses and (ii) proprietary digital technology
solutions and e-commerce capabilities from two technology hubs located at our corporate
headquarters and at one of our printing businesses in the Baltimore/Washington D.C. area.
We are focused on adding value to our printing businesses by providing the financial and
operational strengths, management support and technological advantages associated with a large,
national organization. Our strategy currently includes the following initiatives to generate sales
and profit growth:
| |
• |
|
Internal Sales Growth—We seek to use our competitive advantages to expand
market share. We continually seek to hire additional experienced sales professionals,
invest in new equipment and technology, expand our national accounts program, develop
new and expanded digital technology-based print-related services and provide sales
training and education about our breadth of capabilities and services to our sales
professionals. |
| |
• |
|
Disciplined Acquisition Program—We selectively pursue opportunities to acquire
additional printing businesses at reasonable prices. Some of these acquisitions may
include smaller and/or distressed printing businesses for merger into one of our
existing businesses. |
| |
• |
|
Cost Savings—Because of our size and extensive geographic footprint, we
leverage our economies of scale to purchase supplies and equipment at preferential
prices, and centralize various administrative services to generate cost savings. |
| |
• |
|
Best Practices/Benchmarking—We provide a forum for our printing businesses to
share their knowledge of technical processes and their best practices with one another,
as well as benchmark financial and operational data to help our printing businesses
identify and respond to changes in operating trends. |
| |
• |
|
Leadership Development—Through our unique Leadership Development Program, we
develop talent for future sales and management positions at our printing businesses. |
Our printing businesses maintain their own sales, customer service, estimating and planning,
prepress, production and accounting departments. Our corporate headquarters staff provides support
to our printing businesses in such areas as human resources, purchasing and management information
systems. We also maintain centralized treasury, risk management, tax and consolidated financial
reporting activities.
Our sales are derived from commercial printing services. These services consist of (i)
traditional print services, including electronic prepress, printing, finishing, storage and
delivery of high-quality materials which are custom manufactured to our customers’ design
specifications; (ii) fulfillment and mailing services for such printed materials; and (iii) digital
technology solutions and e-commerce capabilities that enable our customers to more efficiently
procure and manage printed materials and/or design, procure, distribute, track and analyze results
of printing-based marketing programs and activities. Examples of the types of documents we print
for our customers include high-quality, multi-color marketing
13
materials, product and capability brochures, point-of-purchase displays, direct mail pieces,
shareholder communications, catalogs and training manuals.
Most of our sales are generated by individual orders through commissioned sales personnel. We
recognize revenue from these orders when we deliver the ordered goods and services. To a large
extent, continued engagement of our Company by our customers for successive business opportunities
depends upon the customers’ satisfaction with the quality of services we provide. As such, it is
difficult for us to predict with any high degree of certainty the number, size, and profitability
of printing services that we expect to provide for more than a few weeks in advance.
Our cost of sales mainly consists of raw materials consumed in the printing process, as well
as labor and outside services, such as delivery costs. Paper cost is the most significant component
of our materials cost; however, fluctuation in paper pricing generally does not materially impact
our operating margins because we typically quote, and subsequently purchase, paper for each
specific printing project we are awarded. As a result, any changes in paper pricing are effectively
passed through to customers by our printing businesses. Additionally, our cost of sales includes
salary and benefits paid to operating personnel, maintenance, repair, rental and insurance costs
associated with operating our facilities and equipment and depreciation charges.
Our selling expenses generally include the compensation paid to our sales professionals, along
with promotional, travel and entertainment costs. Our general and administrative expenses generally
include the salary and benefits paid to support personnel at our printing businesses and our
corporate staff including stock-based compensation, as well as office rent, utilities and
communications expenses, various professional services and amortization of identifiable intangible
assets.
Results of Operations
The following table sets forth our Company’s historical consolidated income statements and
certain percentage relationships for the periods indicated:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
As a Percentage of Sales |
|
| |
|
Year Ended March 31 |
|
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
| |
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
1,006.2 |
|
|
$ |
879.0 |
|
|
$ |
779.0 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
737.0 |
|
|
|
661.5 |
|
|
|
586.6 |
|
|
|
73.2 |
|
|
|
75.3 |
|
|
|
75.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
269.2 |
|
|
|
217.5 |
|
|
|
192.4 |
|
|
|
26.8 |
|
|
|
24.7 |
|
|
|
24.7 |
|
Selling expenses |
|
|
101.7 |
|
|
|
91.3 |
|
|
|
81.5 |
|
|
|
10.1 |
|
|
|
10.4 |
|
|
|
10.5 |
|
General and administrative expenses |
|
|
69.2 |
|
|
|
59.0 |
|
|
|
54.1 |
|
|
|
6.9 |
|
|
|
6.7 |
|
|
|
6.9 |
|
Goodwill impairment |
|
|
11.5 |
|
|
|
— |
|
|
|
— |
|
|
|
1.2 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
86.8 |
|
|
|
67.2 |
|
|
|
56.8 |
|
|
|
8.6 |
|
|
|
7.6 |
|
|
|
7.3 |
|
Interest expense, net |
|
|
6.7 |
|
|
|
5.5 |
|
|
|
5.1 |
|
|
|
0.7 |
|
|
|
0.6 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
80.1 |
|
|
|
61.7 |
|
|
|
51.7 |
|
|
|
7.9 |
|
|
|
7.0 |
|
|
|
6.6 |
|
Income taxes |
|
|
29.4 |
|
|
|
23.2 |
|
|
|
19.0 |
|
|
|
2.9 |
|
|
|
2.6 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
50.7 |
|
|
$ |
38.5 |
|
|
$ |
32.7 |
|
|
|
5.0 |
% |
|
|
4.4 |
% |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our sales and expenses during the periods shown were impacted by the acquisition of two
printing businesses in fiscal 2007, four printing businesses (two as tuck-ins) in fiscal 2006 and
eight printing businesses in fiscal 2005. In accordance with the purchase method of accounting, our
consolidated income statements reflect sales and expenses of acquired businesses only for
post-acquisition periods. Accordingly, acquisitions affect our financial results in any one year
compared to the prior year by the full-year impact of prior year acquisitions (as compared to the
partial impact in the prior year) and the partial-year impact of current year acquisitions, and is
referred to below as “incremental impact of acquisitions.”
Analysis of Consolidated Income Statements for Fiscal 2007 as Compared to Fiscal 2006
Sales for fiscal 2007 increased $127.2 million, or 14%, to $1.01 billion from $879.0 million
in fiscal 2006. The $127.2 million revenue increase is attributable to $68.0 million of internal
sales growth and $59.2 million from the incremental impact of acquisitions. Approximately 36% (or
$24.4 million) of our internal sales growth resulted from election-related printing (which recurs
generally on a biennial basis), while approximately 57% (or $38.9 million) was attributable to
sales growth from National Sales and CGXSolutions. Compared to the prior year, National Sales were
up 44% and accounted for 9% of our total sales. Sales attributable to our CGXSolutions sales
channel (including $7.2 million of National Sales) were up 35% compared to the prior year and
accounted for 5% of our total sales.
14
Gross profit for fiscal 2007 increased by $51.7 million, or 24%, to $269.2 million from $217.5
million in fiscal 2006. Approximately $31.5 million of the increase is attributable to
the increased sales levels discussed above, including the incremental impact of acquisitions. The
remaining increase of $20.2 million accounts for the increase in our gross profit percentage to
26.8% in fiscal 2007 compared to 24.7% in fiscal 2006, and is attributable to (i) margin leverage
as certain of our operating costs are more fixed in nature (for example depreciation and rent
expense) and (ii) incremental purchasing and pricing gains that we have been able to achieve.
Selling expense for fiscal 2007 increased $10.4 million, or 11%, to $101.7 million from $91.3
million in fiscal 2006. The increase is directly attributable to the increased sales levels noted
above. As a percentage of sales, selling expenses in fiscal 2007 decreased to 10.1% from 10.4% in
fiscal 2006, as (i) our sales growth leveraged certain selling expenses which are more fixed in
nature (for example sales meetings and overhead) and (ii) a lower level of sales commissions and
other expenses were incurred in connection with election-related printing and certain other
components of our fiscal 2007 sales growth.
General and administrative expenses for fiscal 2007 increased $10.2 million, or 17%, to $69.2
million from $59.0 million in fiscal 2006. Recognition of share-based compensation expense
totaling $2.7 million was a significant cause of the increase. The remainder of the increase was
primarily attributable to the incremental impact of acquisitions (including direct expenses and $.3
million of incremental intangible asset amortization). Overall, as a percentage of sales, general
and administrative expenses in fiscal 2007 increased to 6.9%
(including a .3% increase attributable to
share-based compensation expense) from 6.7% in fiscal 2006.
Goodwill impairment for fiscal 2007 was $11.5 million based on the Company’s annual evaluation
of goodwill at March 31, 2007, in accordance with SFAS No. 142. The impairment was attributed to
four printing businesses that in the aggregate accounted for approximately 3% of the Company’s
total sales in fiscal 2007. No goodwill impairment was recorded in fiscal 2006.
Net interest expense for fiscal 2007 increased $1.2 million, or 22%, to $6.7 million from $5.5
million in fiscal 2006, due principally to a higher level of average debt outstanding and a
generally higher interest rate environment. This increase in average debt outstanding in fiscal
2007 related principally to acquisitions completed and funded during the year, which totaled $67.6
million, and our common stock repurchases, which totaled
$24.7 million.
We provided for income taxes for fiscal 2007 of $29.4 million, reflecting an overall effective
tax rate of 36.6% as compared to an effective tax rate of 37.6% in fiscal 2006. In fiscal 2007, an
income tax benefit of $3.7 million attributable to the goodwill impairment discussed above and a
one-time credit of $.7 million for the impact of a net reduction in legislated state income tax
rates on previously provided deferred income taxes were recorded. These tax benefits resulted in a
net decrease of .2% on our overall effective tax rate. Excluding these items, the decrease in our
overall effective tax rate was primarily attributable to (i) an increase
in pre-tax earnings, which caused non-deductible
expenses to be a smaller percentage of pre-tax earnings, thus lowering our effective tax rate and
(ii) an increase in the estimated domestic production activities deduction for fiscal 2007.
Analysis of Consolidated Income Statements for Fiscal 2006 as Compared to Fiscal 2005
Sales for fiscal 2006 increased $100.0 million, or 13%, to $879.0 million from $779.0 million
in fiscal 2005. After taking into account the $18.0 million sales impact in fiscal 2005 from
biennial election-related printing, our fiscal 2006 sales increase was $118.0 million, or 16%,
reflecting $111.2 million from the incremental impact of acquisitions and $6.8 million from
internal growth. Our strategic sales initiatives had a positive impact on revenues attributable to
both the incremental impact of acquisitions and internal growth. Individually, National Sales were
up 48% in 2006 and accounted for 8% of total sales, sales attributable to our CGXSolutions sales
channel (including $4.0 million to national accounts) were up 61% in 2006 and accounted for 4% of
total sales, and sales attributable to cross-selling were up 17% in 2006 and accounted for 6% of
total sales.
Gross profit increased by $25.1 million in fiscal 2006 to $217.5 million from $192.4 million
in fiscal 2005 and gross profit margin for fiscal 2006 remained constant at 24.7% compared to
fiscal 2005, as no significant relative fluctuations in the components of cost of sales occurred.
Selling expenses for fiscal 2006 increased 12% to $91.3 million from $81.5 million in fiscal
2005. The increase is directly attributable to the increased sales levels noted above. As a
percentage of sales, selling expenses for fiscal 2006 decreased slightly to 10.4% from 10.5% in
fiscal 2005, primarily reflecting leverage on the fixed components of our sales and marketing
expenses.
General and administrative expenses for fiscal 2006 increased 9% to $59.0 million from $54.1
million in fiscal 2005, due principally to the incremental impact of acquisitions, including the
incremental amortization of identifiable
15
intangible assets totaling $1.2 million. Our continuing efforts to control costs, together
with the relatively fixed nature of corporate overhead, enabled us to offset the incremental
amortization expense and gain additional leverage on our sales, resulting in a decrease in our
general and administrative expenses as a percentage of sales to 6.7% from 6.9% in fiscal 2005.
Net interest expense for fiscal 2006 increased 8% to $5.5 million from $5.1 million in fiscal
2005. Although total debt outstanding declined by $18.0 million or 15% in fiscal 2006, fluctuations
in our levels of debt outstanding during the year and a prevailing environment of rising interest
rates resulted in the increase in interest expense compared to 2005.
We provided for income taxes of $23.2 million for fiscal 2006, as compared to $19.0 million in
fiscal 2005, reflecting an effective tax rate of 37.6% as compared to an effective tax rate of
36.7% in fiscal 2005, primarily reflecting the impact of marginally higher state income tax rates.
Liquidity and Capital Resources
Sources and Uses of Cash
Our historical sources of cash have primarily been cash provided by operations or borrowings
under our various bank credit facilities. Our historical uses of cash have been for acquisitions of
printing businesses, capital expenditures, payment of principal and interest on outstanding debt
obligations and repurchases of our common stock. Supplemental information pertaining to our
historical sources and uses of cash is presented as follows and should be read in conjunction with
our consolidated statements of cash flows and the notes thereto included in Item 8. Financial
Statements and Supplementary Data:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
| |
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
72.8 |
|
|
$ |
79.2 |
|
|
$ |
75.2 |
|
Acquisitions of businesses |
|
|
(67.6 |
) |
|
|
(28.0 |
) |
|
|
(49.0 |
) |
Capital expenditures, net of proceeds from asset dispositions (1) |
|
|
(39.1 |
) |
|
|
(13.9 |
) |
|
|
(13.8 |
) |
Net proceeds (payments) under bank credit facilities |
|
|
51.1 |
|
|
|
(27.1 |
) |
|
|
34.6 |
|
Net payments on term equipment notes and other debt |
|
|
(3.1 |
) |
|
|
(8.8 |
) |
|
|
(53.2 |
) |
Payments to repurchase and retire common stock |
|
|
(24.7 |
) |
|
|
(6.7 |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
|
17.6 |
|
|
|
2.5 |
|
|
|
3.4 |
|
|
|
|
| (1) |
|
Excludes capital expenditures of $5.1 million in fiscal 2007, $16.5 million in
fiscal 2006 and $13.3 million in fiscal 2005, which were directly financed and/or
accrued as a current liability. |
Additionally, our cash position, working capital and debt obligations as of March 31, 2007, 2006
and 2005 are shown below and should be read in conjunction with our consolidated balance sheets and
the notes thereto included in Item 8. Financial Statements and Supplementary Data:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
| |
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
12.0 |
|
|
$ |
5.0 |
|
|
$ |
7.8 |
|
Working capital, inclusive of cash and cash equivalents |
|
|
100.2 |
|
|
|
67.5 |
|
|
|
64.2 |
|
Total debt obligations |
|
|
154.6 |
|
|
|
101.5 |
|
|
|
119.5 |
|
Net cash provided by operating activities decreased by $6.4 million for fiscal 2007 compared
to fiscal 2006. Although net income increased by $12.2 million (and $20.1 million excluding the
non-cash after-tax impact of the goodwill impairment) in fiscal 2007, an increase of $30.9 million
in working capital, excluding cash and cash equivalents and the effect of acquisitions, more than
offset the increase in net income and caused the overall decline in net cash provided by operating
activities. The current year increase in working capital is primarily related to a seasonal
fluctuation attributable to our two acquisitions in fiscal 2007. Since our cash requirements in
fiscal 2007 for capital expenditures, acquisitions and stock repurchases exceeded internally
generated cash flow, we borrowed additional cash resulting in a $53.1 million increase in our total
debt obligations for the year.
We believe that our cash flow provided by operations will be adequate to cover our fiscal 2008
working capital needs, debt service requirements and planned capital expenditures to the extent
such items are known or are reasonably
16
determinable based on current business and market conditions. However, we may elect to finance
certain of our capital expenditure requirements through borrowings under our primary bank credit
facility or the issuance of additional term equipment notes.
We intend to continue pursuing acquisition opportunities at prices we believe are reasonable
based upon market conditions. However, we cannot accurately predict the timing, size and success of
our acquisition efforts or our associated potential capital commitments. There can be no assurance
that we will be able to acquire additional printing businesses on terms acceptable to us. During
fiscal 2007, the Company completed the acquisitions of two printing businesses, Annan & Bird
Lithographers, located near Toronto in Mississauga, Ontario, and The Hennegan Company, located
outside of Cincinnati, Ohio in Florence, Kentucky. Subsequent to March 31, 2007, we announced that
we had entered into a non-binding letter of intent to acquire Hopkins Printing, Inc. in Columbus,
Ohio.
The Annan & Bird Lithographers and The Hennegan Company acquisitions were funded principally
by borrowings under bank credit facilities. We expect to fund future acquisitions through cash flow
provided by operations and/or additional borrowings. We have in the past issued our common stock as
purchase price consideration in some of our acquisitions. Although we may issue common stock for
such purposes in the future, we do not expect to do so in the foreseeable future because of our
current financial liquidity and ability to utilize available cash or make additional borrowings
instead of issuing common stock. The extent to which we will be willing or able to use our common
stock in the future to make acquisitions will depend on its market value from time to time and the
willingness of potential sellers to accept it as full or partial payment for the acquisition price,
as well as our financial liquidity and available financing options.
In May 2006, our Board of Directors approved a common stock share repurchase program providing
for repurchases of our common stock not to exceed an aggregate of $68.3 million in open-market or
block purchase transactions. During fiscal 2007, we repurchased 465,644 shares of our common stock
at a total cost of $24.7 million. No repurchases were made
during the fourth quarter of fiscal 2007 or thereafter under this program. In May
2007, our Board of Directors approved a new common stock share repurchase program that will expire
in May 2008 providing for repurchases of our common stock not to exceed an aggregate of $100.0
million in open-market or block purchase transactions. We expect to fund any repurchases under the
program through cash flow provided by operations or additional borrowings under our primary bank
credit facility. The amount and timing of any purchases will depend upon a number of factors,
including our liquidity and potential alternative uses of our capital resources, the price and
availability of our shares, and general market conditions. There can be no assurance that we will
decide to make additional repurchases of our common stock, and if so, whether we will be able to do
so on terms acceptable to us.
Debt Obligations
On October 6, 2006, we entered into a new revolving credit agreement (the “Credit Agreement”)
effectively amending and restating our primary bank credit facility. The Credit Agreement provides
for a $155.0 million revolving credit facility, with an accordion feature that could under
prescribed conditions increase the facility to $240.0 million, and has a maturity date of October
6, 2011. On January 2, 2007, we entered into a First Amendment (the “Amendment”) to the Credit
Agreement. The Amendment specifically (i) consented (a) to the incurrence of indebtedness and the
maximum amount of indebtedness that can be incurred under the A&B Credit Facility (as defined
below) and (b) to a guaranty of the A&B Credit Facility by
Consolidated Graphics as the parent company of the
borrower and (ii) waived certain provisions of the Credit Agreement that would have been applicable
to the acquisition of Annan & Bird Lithographers. At March 31, 2007, outstanding borrowings under
the Credit Agreement were $53.0 million and accrued interest at a weighted average rate of 6.76%.
Under the terms of the Credit Agreement the proceeds from borrowings may be used to repay
certain indebtedness, finance certain acquisitions, provide for working capital and general
corporate purposes and, subject to certain restrictions, repurchase our common stock. Borrowings
outstanding under the Credit Agreement are secured by substantially all of our assets other than
real estate and certain equipment subject to term equipment notes and other financings. Borrowings
under the Credit Agreement accrue interest, at our option, at either (1) the London Interbank
Offered Rate (“LIBOR”) plus a margin of .625% to 1.25%, or (2) an alternate base rate (based upon
the greater of the agent bank’s prime lending rate or the Federal Funds effective rate plus .50%).
We are also required to pay an annual commitment fee ranging from .15% to .25% on available but
unused amounts under the Credit Agreement. The interest rate margin and the commitment fee are
based upon certain financial performance measures as set forth in the Credit Agreement and are
redetermined quarterly. At March 31, 2007, the applicable LIBOR interest rate margin was .625% and
the applicable commitment fee was .15%.
We are subject to certain covenants and restrictions and we must meet certain financial tests
as defined in the Credit Agreement. We were in compliance with these covenants and financial tests
at March 31, 2007. In the event that we are unable to remain in compliance with these covenants and
financial tests in the future, our lenders would have the right to declare us in default with
respect to such obligations, and consequently, certain of our other debt obligations, including
substantially all of our term equipment notes, would be deemed to also be in default. All debt
obligations in default would be
17
required to be re-classified as a current liability. In the event that we were to be unable to
obtain a waiver, re-negotiate or re-finance these obligations, a material adverse effect on our
ability to conduct our operations in the ordinary course likely would be the result. Based on our
view of current market and business conditions and our expectations regarding our future operating
results and cash flows, we believe that we will be able to remain in compliance with these
covenants and financial tests in the foreseeable future.
Concurrently with the Amendment, a wholly-owned subsidiary of Consolidated Graphics entered
into an unsecured credit facility with a commercial bank (the “A&B Credit Facility”) consisting of
a U.S. $35.0 million maximum borrowing limit component and a separate Canadian $5.0 million maximum
borrowing limit component. At March 31, 2007, outstanding borrowings under the A&B Credit Facility
were U.S. $30.0 million, which accrued interest at a weighted average rate of 6.06%, and Canadian
$2.0 million ($1.7 million U.S. equivalent), which accrued interest at a weighted average rate of
5.07%.
Under the terms of the A&B Credit Facility, U.S. dollar denominated borrowings accrue interest
and bear an annual commitment fee at rates equal to those under the Credit Agreement. Canadian
dollar denominated borrowings accrue interest at our option, at either (1) the Canadian Dollar
Offer Rate plus a margin of .625% to 1.25%, or (2) an alternate base rate based upon the Canadian
Prime Rate. We are also required to pay an annual commitment fee ranging from .15% to .25% on
available but unused Canadian dollar amounts. For both the U.S. and Canadian components, the
interest rate margin and the commitment fee are based upon the financial performance measures set
forth in the Credit Agreement and are redetermined quarterly. An annual reduction of U.S. $4.0
million on the U.S. dollar denominated commitment occurs on each anniversary date of the A&B Credit
Facility until the final maturity date of January 2, 2011. There are no significant covenants or
restrictions set forth in the A&B Credit Facility; however, a default by us under the Credit
Agreement constitutes a default under the A&B Credit Facility. Proceeds from borrowings under the
A&B Credit Facility may be used for general corporate purposes and included the acquisition of
Annan & Bird Lithographers.
In addition to the Credit Agreement, we maintain two auxiliary revolving credit facilities
(each an “Auxiliary Bank Facility” and collectively the “Auxiliary Bank Facilities”) with
commercial banks. Each Auxiliary Bank Facility is unsecured and has a maximum borrowing capacity of
$5.0 million. One facility expires in October 2008 while the other facility expires in December
2007. At March 31, 2007, outstanding borrowings under the Auxiliary Bank Facilities totaled $9.4
million and accrued interest at a weighted average rate of 6.10%. Because we currently have the
ability and intent to refinance the borrowings outstanding under the Auxiliary Bank Facility
expiring in December 2007, such borrowings are classified as long-term debt in our consolidated
balance sheet at March 31, 2007. The Auxiliary Bank Facilities cross-default to the covenants and
restrictions set forth in the Credit Agreement.
Our term equipment notes consist primarily of notes payable pursuant to financing agreements
between us and various lenders (the “Lender Notes”) and between us and the finance affiliate of a
printing equipment manufacturer (the “Equipment Notes”). At March 31, 2007, outstanding borrowings
under the Lender Notes totaled $36.7 million and accrued interest at a weighted average rate of
5.86%. The Lender Notes provide for either fixed monthly principal payments plus interest (at fixed
rates) or for fixed payments of principal and interest (at fixed rates) for defined periods of up
to eight years from the date of issuance, and are secured by certain equipment of the Company. At
March 31, 2007, outstanding borrowings under the Equipment Notes totaled $10.0 million and accrued
interest at a weighted average rate of 5.92%. The Equipment Notes provide for fixed payments of
principal and interest (at fixed rates) for defined periods of up to ten years from the date of
issuance and are secured by equipment which was concurrently purchased from the manufacturer. At
March 31, 2007, the remaining balance of term equipment notes totaling $1.5 million primarily
consists of various secured debt obligations assumed by us in connection with certain prior year
acquisitions. We are not subject to any significant financial covenants in connection with any of
the term equipment notes. The Credit Agreement places certain limitations on the amount of
additional term note obligations we may incur in the future; however, we do not anticipate that
these limitations will restrict our ability to make any of our planned 2008 capital expenditures.
Our other debt obligations consist of a mortgage note of $4.6 million, a promissory note
totaling $.9 million, industrial revenue bonds totaling $6.2 million and various other debt
obligations totaling $.6 million. We do not have any significant financial covenants or
restrictions associated with these other debt obligations.
18
Contractual Obligations and Other Commitments
The scheduled maturity of our contractual obligations is as follows (in millions):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Less Than |
|
|
1 - 3 |
|
|
3 - 5 |
|
|
More Than |
|
| |
|
Total |
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
5 Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations |
|
$ |
154.6 |
|
|
$ |
17.2 |
(1) |
|
$ |
29.9 |
|
|
$ |
98.2 |
|
|
$ |
9.3 |
|
Operating lease obligations |
|
|
59.6 |
|
|
|
14.3 |
|
|
|
21.2 |
|
|
|
12.1 |
|
|
|
12.0 |
|
|
|
|
| (1) |
|
As we have both the ability and intent to refinance $4.7 million outstanding at March 31,
2007 under an Auxiliary Bank Facility due to expire in
December 2007, such borrowing is
classified as long-term debt in our consolidated balance sheet at March 31, 2007, but for
purposes of this table only, this $4.7 million borrowing is included as a current debt
obligation in the “Less Than 1 Year” category. |
Operating leases—We have entered into various noncancelable operating leases primarily
related to facilities and equipment used in the ordinary course of our business.
Letters of credit—In connection with our assumption of obligations under outstanding
industrial revenue bonds, which are reflected as debt in the accompanying consolidated financial
statements, and our assumption of certain contingent liabilities related to certain of our
acquisitions, we had letters of credit outstanding as of March 31, 2007 totaling $8.1 million. In
addition, we had one other letter of credit totaling $.1 million outstanding as of March 31, 2007.
All of these letters of credit were issued pursuant to the terms of our Credit Agreement, which
expires in October 2011, and we will be required to obtain replacement letters of credit at that
time, as needed.
Insurance programs — We maintain third-party insurance coverage in amounts and against risks
we believe are reasonable under our circumstances. We are self-insured for most workers’
compensation claims and for a significant component of our group health insurance programs. For
these exposures, we accrue expected loss amounts which are determined using a combination of our
historical loss experience and subjective assessment of our future loss exposure, together with
advice provided by administrators and consulting actuaries. The estimates of expected loss amounts
are subject to uncertainties arising from various sources, including changes in claims reporting
patterns, claims settlement patterns, judicial decisions, legislation and economic conditions,
which could result in an increase or decrease in accrued costs in future periods for claim matters
which occurred in a prior period. Although we believe that the accrued estimated loss amounts are
reasonable under the circumstances, significant differences related to the items noted above could
materially affect our risk exposure, insurance obligations, and future expense.
Critical Accounting Policies
We have identified our critical accounting policies based on the following factors —
significance to our overall financial statement presentation, complexity of the policy and our use
of estimates and assumptions. We are required to make certain estimates and assumptions in
determining the reported amounts of assets and liabilities, disclosure of contingent liabilities
and the reported amounts of revenues and expenses. We evaluate our estimates and assumptions on an
ongoing basis and rely on historical experience and various other factors that we believe to be
reasonable under the circumstances to determine such estimates. Because uncertainties with respect
to estimates and assumptions are inherent in the preparation of financial statements, actual
results could differ from these estimates.
Receivables, net of valuation allowance — Accounts receivable at March 31, 2007 were $185.7
million, net of a $3.1 million allowance for doubtful accounts. The valuation allowance was
determined based upon our evaluation of known requirements, aging of receivables, historical
experience and the current economic environment. While we believe we have appropriately considered
known or expected outcomes, our customers’ ability to pay their obligations could be adversely
affected by contraction in the economy or other factors beyond our control. Changes in our
estimates of collectibility could have a material adverse effect on our consolidated financial
condition or results of operations.
Goodwill — We evaluate the carrying value of our goodwill as of March 31st of each year, or
at any time that management becomes aware of an indication of impairment. Our evaluation is based
on certain data estimated by management to be indicators of future cash flows at each of our
facilities. Estimating future cash flows requires judgments regarding future economic conditions,
demand for services and pricing. Our evaluation also makes use of estimates of market multiples of
cash flow at which transactions could be completed in the current market. If our estimates of
future cash flows or market multiples prove to be materially inaccurate, an impairment charge could
be necessary in future periods.
19
Impairment of long-lived assets — We evaluate long-lived assets, including property, plant
and equipment and intangible assets other than goodwill whenever events or changes in conditions
indicate that the carrying value may not be recoverable. The evaluation requires us to estimate
future undiscounted cash flows associated with an asset or group of assets. If the cost of the
asset or group of assets cannot be recovered by these undiscounted cash flows, then the need for an
impairment may exist. Estimating future cash flows requires judgments regarding future economic
conditions, demand for services and pricing. Although we believe our estimates are reasonable,
significant differences in the actual performance of the asset or group of assets may materially
affect our asset values and require an impairment charge in future periods.
Insurance liabilities — We are self-insured for the majority of our workers’ compensation and
group health insurance costs. Insurance claims liabilities have been accrued using a combination of
our historical loss experience and subjective assessment of our future loss exposure, together with
advice provided by administrators and consulting actuaries. The estimates of expected loss amounts
are subject to uncertainties arising from various sources, including changes in claims reporting
patterns, claims settlement patterns, judicial decisions, legislation and economic conditions,
which could result in an increase or decrease in accrued costs in future periods for claims matters
which occurred in a prior period.
Accounting for income taxes — As part of the process of preparing our consolidated financial
statements, we are required to estimate our income taxes. This process involves estimating our
actual current tax exposure, together with assessing temporary differences resulting from differing
treatment of items for tax and financial reporting purposes. The tax effects of these temporary
differences are recorded as deferred tax assets or deferred tax liabilities. We must then assess
the likelihood that our deferred tax assets will be recovered from future taxable income, and to
the extent we believe that recovery is not likely, we must establish a valuation allowance.
Significant judgment is required in determining our provision for income taxes, our deferred tax
assets and liabilities and any valuation allowance recorded against our net deferred tax assets.
Additionally, we establish reserves when, despite our belief that our tax return positions are
fully supportable, we believe that certain positions are likely to be challenged and that we may
not succeed. We adjust these reserves in light of changing facts and circumstances. Our effective
tax rate includes the impact of reserve provisions and changes to reserves that we consider
appropriate.
Accounting for acquisitions — The allocations of purchase price to acquired assets and
liabilities are initially based on estimates of fair value and are prospectively revised if and
when additional information concerning certain asset and liability valuations we are waiting for at
the time of the initial allocations is obtained, provided that such information is received no
later than one year after the date of acquisition. In addition, we retain an independent
third-party valuation firm to assist in the identification, valuation and determination of useful
lives of identifiable intangible assets in connection with our acquisitions.
New Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 addresses the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with
SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.
FIN 48 will be effective for us beginning April 1, 2007. We are currently evaluating the potential
effect FIN 48 will have on our financial statements and related disclosures.
In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurement, which defines fair
value, establishes a framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurement. Our adoption of SFAS
No. 157 effective as of April 1, 2008 is not expected to have a material impact on our consolidated
financial condition or results of operations.
In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements, which provides guidance on how prior year misstatements should be taken into
consideration when quantifying misstatements in current year financial statements for purposes of
determining whether the current year’s financial statements are materially misstated. Our adoption
of SAB No. 108 effective for fiscal 2007 did not have a material impact on our consolidated
financial condition or results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB No. 115. SFAS No. 159 permits entities to
choose, at specified election dates, to measure eligible items at fair value (the “fair value
option”). A business entity shall report unrealized gains and losses on items for which the fair
value option has been elected in earnings at each subsequent reporting period. Our adoption of
SFAS
20
No. 159 effective as of April 1, 2008 is not expected to have a material impact on our
consolidated financial condition or results of operations.
|
|
|
| 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. We do not currently hold or utilize derivative
financial instruments to manage market risk or that could expose us to other market risk.
We are exposed to
market risk for changes in interest rates related primarily to our debt obligations, which as of
March 31, 2007 include $53.3 million of fixed rate debt and
$101.3 million of variable rate debt. A 1% increase in the interest
rate on our variable rate debt would change our interest expense by approximately $1.0 million on
an annual basis. The following table sets forth the average interest rate for the scheduled
maturities of our debt obligations as of March 31, 2007 ($ in millions):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, |
|
| |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
Thereafter |
|
|
Total |
|
|
2007 |
|
Fixed Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
$ |
10.7 |
|
|
$ |
10.9 |
|
|
$ |
12.6 |
|
|
$ |
8.6 |
|
|
$ |
4.2 |
|
|
$ |
6.3 |
|
|
$ |
53.3 |
|
|
$ |
53.3 |
|
Average
interest rate |
|
|
5.78 |
% |
|
|
5.84 |
% |
|
|
6.76 |
% |
|
|
5.76 |
% |
|
|
6.17 |
% |
|
|
6.28 |
% |
|
|
6.11 |
% |
|
|
|
|
Variable Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
$ |
6.5 |
(1) |
|
$ |
5.6 |
|
|
$ |
0.9 |
|
|
$ |
0.4 |
|
|
$ |
84.9 |
|
|
$ |
3.0 |
|
|
$ |
101.3 |
|
|
$ |
101.3 |
|
Average
interest rate |
|
|
5.84 |
% |
|
|
5.63 |
% |
|
|
3.81 |
% |
|
|
3.81 |
% |
|
|
6.47 |
% |
|
|
3.81 |
% |
|
|
6.27 |
% |
|
|
|
|
|
|
|
| (1) |
|
As we have both the ability and intent to refinance $4.7 million outstanding at March 31,
2007 under an Auxiliary Bank Facility, which is variable rate debt and is due to expire in
December 2007, such borrowing is classified as long-term debt in our consolidated balance
sheet at March 31, 2007, but for purposes of this table only, this $4.7 million borrowing is
included as a current debt obligation for 2008. |
We have
operations in Canada, and thus are also exposed to market risk for changes in foreign
currency exchange rates relative to the Canadian dollar. For the year ended March 31, 2007, a
uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would have resulted
in a decrease in sales and operating income of approximately $1.0 million and $.2 million. The
effects of foreign currency exchange rates on our future results would also be impacted by changes
in sales levels or local currency prices.
21
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
22
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f) or
15d-15(f). Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management and directors of
the Company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that could have a material
effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
The scope of management’s assessment of the effectiveness of our internal control over
financial reporting includes the Company’s consolidated subsidiaries, except for certain businesses
acquired by the Company on January 2, 2007 and January 31, 2007, respectively, as permitted by the
rules and regulations of the Securities and Exchange Commission. The Company’s consolidated net
sales for the year ended March 31, 2007 were $1.01 billion, of which the certain businesses
acquired by the Company on January 2, 2007 and January 31, 2007, respectively, represented $27.8
million. The Company’s consolidated total assets as of March 31, 2007 were $724.0 million, of
which the certain businesses acquired by the Company on January 2, 2007 and January 31, 2007,
respectively, represented $95.6 million.
Management assessed the effectiveness of our internal control over financial reporting based
on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in
Internal Control — Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of March 31, 2007. Our management’s assessment of the
effectiveness of our internal control over financial reporting as of March 31, 2007 has been
audited by KPMG LLP, an independent registered public accounting firm, as stated in their
attestation report which is included on page 25.
23
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Consolidated Graphics, Inc.:
We have audited the accompanying consolidated balance sheets of Consolidated Graphics, Inc. and
subsidiaries as of March 31, 2007 and 2006, and the related consolidated statements of income,
shareholders’ equity, and cash flows for each of the years in the three-year period ended March 31,
2007. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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 consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Consolidated Graphics, Inc. and subsidiaries as of
March 31, 2007 and 2006, and the results of their operations and their cash flows for each of the
years in the three-year period ended March 31, 2007, in conformity with U.S. generally accepted
accounting principles.
As discussed in Note 2 to the consolidated financial statements, effective April 1, 2006 the
Company adopted Statement of Financial Accounting Standards No.
123(R), Share–Based Payment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Consolidated Graphics, Inc.’s internal control over
financial reporting as of March 31, 2007, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated May 30, 2007 expressed an unqualified opinion on
management’s assessment of, and the effective operation of, internal control over financial
reporting.
/s/ KPMG LLP
Houston, Texas
May 30, 2007
24
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Consolidated Graphics, Inc.:
We have audited management’s assessment, included in the accompanying Management’s Annual Report on
Internal Control Over Financial Reporting, that Consolidated Graphics, Inc. (the “Company”)
maintained effective internal control over financial reporting as of March 31, 2007, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management’s assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over
financial reporting as of March 31, 2007, is fairly stated, in all material respects, based on
criteria established in Internal Control—Integrated Framework issued by COSO. Also, in our
opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of March 31, 2007, based on criteria established in Internal
Control—Integrated Framework issued by COSO.
The Company acquired certain businesses on January 2, 2007 and January 31, 2007, and management
excluded from its assessment of the effectiveness of its internal control over financial reporting
as of March 31, 2007, the certain businesses’ internal control over financial reporting associated
with the total assets of $95.6 million, and total revenues of $27.8 million included in the
consolidated financial statements of the Company and subsidiaries as of and for the year ended
March 31, 2007. Our audit of internal control over financial reporting of the Company also
excluded an evaluation of the internal control over financial reporting of the certain businesses.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of the Company and its subsidiaries as of
March 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity,
and cash flows for each of the years in the three-year period ended March 31, 2007, and our report
dated May 30, 2007, expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Houston, Texas
May 30, 2007
25
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| |
|
|
|
|
|
|
|
|
| |
|
March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
12,043 |
|
|
$ |
4,993 |
|
Accounts receivable, net |
|
|
185,722 |
|
|
|
146,296 |
|
Inventories |
|
|
46,951 |
|
|
|
38,430 |
|
Prepaid expenses |
|
|
7,532 |
|
|
|
6,799 |
|
Deferred income taxes |
|
|
8,479 |
|
|
|
8,356 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
260,727 |
|
|
|
204,874 |
|
PROPERTY AND EQUIPMENT, net |
|
|
354,156 |
|
|
|
297,308 |
|
GOODWILL AND INTANGIBLES, net |
|
|
101,768 |
|
|
|
100,035 |
|
OTHER ASSETS |
|
|
7,318 |
|
|
|
6,953 |
|
|
|
|
|
|
|
|
|
|
$ |
723,969 |
|
|
$ |
609,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
12,421 |
|
|
$ |
10,821 |
|
Accounts payable |
|
|
58,519 |
|
|
|
54,666 |
|
Accrued liabilities |
|
|
89,496 |
|
|
|
68,436 |
|
Income taxes payable |
|
|
138 |
|
|
|
3,477 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
160,574 |
|
|
|
137,400 |
|
LONG-TERM DEBT, net of current portion |
|
|
142,144 |
|
|
|
90,678 |
|
DEFERRED INCOME TAXES |
|
|
55,715 |
|
|
|
62,146 |
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Common stock, $.01 par value; 100,000,000 shares authorized; 13,693,698
and 13,714,121 issued and outstanding |
|
|
137 |
|
|
|
138 |
|
Additional paid-in capital |
|
|
185,098 |
|
|
|
170,581 |
|
Retained earnings |
|
|
180,113 |
|
|
|
148,227 |
|
Other comprehensive income |
|
|
188 |
|
|
|
— |
|
|
|
|
|
|
|
|
Total shareholders’ equity |
|
|
365,536 |
|
|
|
318,946 |
|
|
|
|
|
|
|
|
|
|
$ |
723,969 |
|
|
$ |
609,170 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
26
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SALES |
|
$ |
1,006,186 |
|
|
$ |
879,023 |
|
|
$ |
779,016 |
|
COST OF SALES |
|
|
736,996 |
|
|
|
661,560 |
|
|
|
586,615 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
269,190 |
|
|
|
217,463 |
|
|
|
192,401 |
|
SELLING EXPENSES |
|
|
101,649 |
|
|
|
91,266 |
|
|
|
81,456 |
|
GENERAL AND ADMINISTRATIVE EXPENSES |
|
|
69,223 |
|
|
|
58,993 |
|
|
|
54,116 |
|
GOODWILL IMPAIRMENT |
|
|
11,533 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
86,785 |
|
|
|
67,204 |
|
|
|
56,829 |
|
INTEREST EXPENSE |
|
|
7,011 |
|
|
|
5,692 |
|
|
|
5,306 |
|
INTEREST INCOME |
|
|
(309 |
) |
|
|
(178 |
) |
|
|
(199 |
) |
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
80,083 |
|
|
|
61,690 |
|
|
|
51,722 |
|
INCOME TAXES |
|
|
29,342 |
|
|
|
23,192 |
|
|
|
19,000 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
50,741 |
|
|
$ |
38,498 |
|
|
$ |
32,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
|
$ |
3.74 |
|
|
$ |
2.81 |
|
|
$ |
2.40 |
|
DILUTED EARNINGS PER SHARE |
|
$ |
3.65 |
|
|
$ |
2.73 |
|
|
$ |
2.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES USED TO COMPUTE EARNINGS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
13,580 |
|
|
|
13,719 |
|
|
|
13,649 |
|
Diluted |
|
|
13,905 |
|
|
|
14,127 |
|
|
|
14,160 |
|
See accompanying notes to consolidated financial statements.
27
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
| |
|
Common Stock |
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Income |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, March 31, 2004 |
|
|
13,574 |
|
|
$ |
135 |
|
|
$ |
163,910 |
|
|
$ |
81,567 |
|
|
$ |
— |
|
|
$ |
245,612 |
|
Exercise of stock options,
including tax benefit |
|
|
186 |
|
|
|
3 |
|
|
|
4,995 |
|
|
|
— |
|
|
|
— |
|
|
|
4,998 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,722 |
|
|
|
— |
|
|
|
32,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, March 31, 2005 |
|
|
13,760 |
|
|
|
138 |
|
|
|
168,905 |
|
|
|
114,289 |
|
|
|
— |
|
|
|
283,332 |
|
Exercise of stock options,
including tax benefit |
|
|
124 |
|
|
|
1 |
|
|
|
3,770 |
|
|
|
— |
|
|
|
— |
|
|
|
3,771 |
|
Repurchase and retire common stock |
|
|
(170 |
) |
|
|
(1 |
) |
|
|
(2,094 |
) |
|
|
(4,560 |
) |
|
|
— |
|
|
|
(6,655 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38,498 |
|
|
|
— |
|
|
|
38,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, March 31, 2006 |
|
|
13,714 |
|
|
|
138 |
|
|
|
170,581 |
|
|
|
148,227 |
|
|
|
— |
|
|
|
318,946 |
|
Exercise of stock options,
including tax benefit |
|
|
445 |
|
|
|
4 |
|
|
|
17,618 |
|
|
|
— |
|
|
|
— |
|
|
|
17,622 |
|
Compensation expense |
|
|
— |
|
|
|
— |
|
|
|
2,695 |
|
|
|
— |
|
|
|
— |
|
|
|
2,695 |
|
Repurchase and retire common stock |
|
|
(465 |
) |
|
|
(5 |
) |
|
|
(5,796 |
) |
|
|
(18,855 |
) |
|
|
— |
|
|
|
(24,656 |
) |
Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
188 |
|
|
|
188 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,741 |
|
|
|
— |
|
|
|
50,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, March 31, 2007 |
|
|
13,694 |
|
|
$ |
137 |
|
|
$ |
185,098 |
|
|
$ |
180,113 |
|
|
$ |
188 |
|
|
$ |
365,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
28
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
50,741 |
|
|
$ |
38,498 |
|
|
$ |
32,722 |
|
Adjustments to reconcile net income to net cash provided by
operating activities— |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
45,270 |
|
|
|
45,663 |
|
|
|
42,063 |
|
Goodwill impairment |
|
|
11,533 |
|
|
|
— |
|
|
|
— |
|
Deferred income tax provision |
|
|
(6,554 |
) |
|
|
137 |
|
|
|
3,957 |
|
Share-based compensation expense |
|
|
2,695 |
|
|
|
— |
|
|
|
— |
|
Changes in assets and liabilities, net of effects of acquisitions— |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(24,727 |
) |
|
|
(3,969 |
) |
|
|
(5,024 |
) |
Inventories |
|
|
(4,434 |
) |
|
|
157 |
|
|
|
37 |
|
Prepaid expenses |
|
|
(394 |
) |
|
|
(833 |
) |
|
|
1,160 |
|
Other assets |
|
|
(146 |
) |
|
|
(279 |
) |
|
|
(695 |
) |
Accounts payable and accrued liabilities |
|
|
2,129 |
|
|
|
(3,101 |
) |
|
|
(885 |
) |
Income taxes payable |
|
|
(3,339 |
) |
|
|
2,976 |
|
|
|
1,904 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
72,774 |
|
|
|
79,249 |
|
|
|
75,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions of businesses, net of cash acquired |
|
|
(67,555 |
) |
|
|
(27,983 |
) |
|
|
(48,961 |
) |
Purchases of property and equipment |
|
|
(43,217 |
) |
|
|
(16,382 |
) |
|
|
(15,566 |
) |
Proceeds from asset dispositions |
|
|
4,095 |
|
|
|
2,517 |
|
|
|
1,811 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(106,677 |
) |
|
|
(41,848 |
) |
|
|
(62,716 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from bank credit facilities |
|
|
230,867 |
|
|
|
52,916 |
|
|
|
73,862 |
|
Payments on bank credit facilities |
|
|
(179,773 |
) |
|
|
(80,060 |
) |
|
|
(39,230 |
) |
Proceeds from issuance of term equipment notes |
|
|
8,154 |
|
|
|
— |
|
|
|
— |
|
Payments on term equipment notes and other debt |
|
|
(11,290 |
) |
|
|
(8,820 |
) |
|
|
(53,230 |
) |
Payments to repurchase and retire common stock |
|
|
(24,656 |
) |
|
|
(6,655 |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
|
17,622 |
|
|
|
2,459 |
|
|
|
3,355 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
40,924 |
|
|
|
(40,160 |
) |
|
|
(15,243 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
7,050 |
|
|
|
(2,759 |
) |
|
|
(2,720 |
) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
|
4,993 |
|
|
|
7,752 |
|
|
|
10,472 |
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
12,043 |
|
|
$ |
4,993 |
|
|
$ |
7,752 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
29
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
Consolidated Graphics, Inc. (collectively with its consolidated subsidiaries referred to as
“the Company”) is a leading North American provider of
general commercial printing services.
The Company’s printing businesses maintain their own sales, customer service, estimating and
planning, prepress, production and accounting departments. The Company’s corporate headquarters
staff provides support to its printing businesses in such areas as human resources, purchasing and
management information systems. The Company also maintains centralized treasury, risk management,
tax and consolidated financial reporting activities.
The Company’s sales are derived from commercial printing services. These services consist of
(i) traditional print services, including electronic prepress, digital and offset printing,
finishing, storage and delivery of high-quality printed documents which are custom manufactured to
the design specifications of the Company’s customers; (ii) fulfillment and mailing services for
such printed materials, and (iii) digital technology solutions and e-commerce capabilities that
enable the Company’s customers to more efficiently procure and manage printed materials and/or
design, procure, distribute, track and analyze results of printing-based marketing programs and
activities.
The scope and extent of services provided to the Company’s customers typically varies for each
individual order it receives, depending on customer-specific factors including the intended uses
for the printed materials. Furthermore, each of the Company’s locations generally is capable of
providing a complete range of services to its customers. Accordingly, the Company does not operate
its business in a manner that differentiates among its respective capabilities and services for
financial or management reporting purposes, rather each of its printing businesses define a
distinct reporting unit.
| 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 in the United States. 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. Under Statement of Financial Accounting Standards (“SFAS”) No.
131, Disclosures About Segments of an Enterprise and Related Information, the Company’s operations
constitute one reportable segment because all of its printing businesses operate in the commercial
printing industry and exhibit similar economic characteristics.
Use of Estimates—The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of certain estimates and assumptions by management
in determining the reported amounts of assets and liabilities, disclosure of contingent liabilities
as of the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period including depreciation of property and equipment and amortization or
impairment of intangible assets. The Company evaluates its estimates and assumptions on an ongoing
basis and relies on historical experience and various other factors that it believes to be
reasonable under the circumstances to determine such estimates. Because uncertainties with respect
to estimates and assumptions are inherent in the preparation of financial statements, actual
results could differ from these estimates.
Reclassification—Certain reclassifications of prior periods’ data have been made to conform
to the current period reporting.
Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.
30
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
Revenue Recognition and Accounts Receivable—The Company recognizes revenue upon delivery of
each job, except for “bill and hold transactions,” in which case such revenue is recognized when
all the service delivery criteria are fully met as per Staff Accounting Bulletin (‘SAB”) No. 104
issued by the Securities and Exchange Commission (“SEC”). 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 in any of the years ended March 31, 2007,
2006 or 2005. The Company maintains an allowance for doubtful accounts based upon the expected
collectibility of accounts receivable. Accounts receivable in the accompanying consolidated balance
sheets are reflected net of allowance for doubtful accounts of $3,080 and $2,514 at March 31, 2007
and 2006.
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 |
|
| |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
$ |
15,608 |
|
|
$ |
11,485 |
|
Work in progress |
|
|
26,659 |
|
|
|
21,951 |
|
Finished goods |
|
|
4,684 |
|
|
|
4,994 |
|
|
|
|
|
|
|
|
|
|
$ |
46,951 |
|
|
$ |
38,430 |
|
|
|
|
|
|
|
|
Long-Lived Assets—The Company determines the realization of goodwill in accordance with SFAS
No. 142, Goodwill and Other Intangible Assets, and its other long-lived assets, including property,
plant and equipment, and intangible assets other than goodwill in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. Under SFAS No. 142, the Company
determines fair value using capitalization of earnings estimates and market valuation multiples for
each reporting unit. Under SFAS No. 144, the Company compares the carrying value of long-lived
assets to its fair value determined by using projections of future undiscounted cash flows
attributable to such assets and other factors such as business trends and general economic
conditions. In the event that the carrying value of any long-lived asset exceeds its fair value,
the Company records an impairment charge against income equal to the excess of the carrying value
over the asset’s fair value.
Goodwill totaled $86,145 at March 31, 2007 and represents the excess of the Company’s purchase
cost over the fair value of the net assets of acquired businesses, net of previously recorded
amortization and impairment expense. As of March 31, 2007, the Company conducted its annual
evaluation of goodwill and determined that an impairment of the goodwill attributable to four
printing businesses totaling $11,533 was necessary. A tax benefit of $3,717 was
recorded in connection with the impairment. Each of the Company’s printing businesses is separately
evaluated for goodwill impairment because they comprise individual reporting units.
The net book value of other intangible assets at March 31, 2007 was $15,623. Other intangible
assets consist primarily of the value assigned to such items as customer lists and trade names in
connection with the allocation of purchase price for acquisitions under SFAS No. 142 and are
generally amortized on a straight-line basis over periods of up to ten years. Amortization expense
totaled $1,608 in 2007, $1,321 in 2006 and $155 in 2005.
No impairment of any long-lived asset was required in the years ended March 31, 2006 and 2005.
Other Assets—Other assets are principally comprised of deferred tax assets and non-current
cash invested in restricted money-market funds. None of the individual items in other assets at
March 31, 2007 and 2006 were individually greater than 5% of total assets in those years.
31
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
Accrued Liabilities—The significant components of accrued liabilities are as follows:
| |
|
|
|
|
|
|
|
|
| |
|
March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Advances from customers |
|
$ |
8,549 |
|
|
$ |
5,901 |
|
Compensation and benefits |
|
|
35,010 |
|
|
|
25,988 |
|
Manufacturing materials and services |
|
|
7,150 |
|
|
|
6,843 |
|
Sales, property and other taxes |
|
|
18,993 |
|
|
|
18,781 |
|
Other(1) |
|
|
19,794 |
|
|
|
10,923 |
|
|
|
|
|
|
|
|
|
|
$ |
89,496 |
|
|
$ |
68,436 |
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
Other accrued liabilities are principally comprised of contingent
transaction consideration associated with
certain of the Company’s acquisitions and accrued self-insurance claims for certain
insurance programs. None of
the individual items in other accrued liabilities at March 31, 2007 and 2006 were
individually greater than 5% of
total current liabilities in those years. |
Income Taxes—Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
Supplemental Cash Flow Information—The consolidated statements of cash flows provide
information about the Company’s sources and uses of cash and exclude the effects of non-cash
transactions. Certain of the Company’s capital expenditures are considered to be non-cash
transactions. The Company issued term notes payable totaling $5,110 and $16,508 (see Note 5.
Long-Term Debt) in the years ended March 31, 2007 and 2006 to finance the purchase of certain new
equipment.
The Company paid cash for interest and income taxes, net of refunds, totaling $6,030 and
$33,895 in 2007, $5,373 and $18,952 in 2006, and $4,877 and $13,680 in 2005.
Recent Accounting Pronouncements—
In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109 (FIN 48).
FIN 48 addresses the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48
prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48
also provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. FIN 48 will be effective for the Company beginning
April 1, 2007. The Company is currently evaluating the potential effect FIN 48 will have on its
consolidated financial statements and related disclosures.
In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurement, which defines fair
value, establishes a framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurement. The Company’s adoption
of SFAS No.157 effective as of April 1, 2008 is not expected to have a material impact on its
consolidated financial condition or results of operations.
In September 2006, the SEC issued SAB No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year
Financial Statements, which provides
guidance on how prior year misstatements should be taken into consideration when quantifying
misstatements in current year financial statements for purposes of determining whether the current
year’s financial statements are materially misstated. The Company’s adoption of SAB No. 108
effective for fiscal 2007 did not have a material impact on its consolidated financial condition
or results of operations.
32
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB No. 115. SFAS No. 159 permits entities to
choose, at specified election dates, to measure eligible items at fair value (the “fair value
option”). A business entity shall report unrealized gains and losses on items for which the fair
value option has been elected in earnings at each subsequent reporting period. The Company’s
adoption of SFAS No. 159 effective as of April 1, 2008 is not expected to have a material impact on
its consolidated financial condition or results of operations.
Other Information
Earnings Per Share — Basic earnings per share are calculated by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per share reflect net
income divided by the weighted average number of common shares and dilutive stock options
outstanding.
Related Party Transactions—In the normal course of business, the Company leases certain real
estate from individuals who formerly owned an acquired printing 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 currently hold or
issue derivative financial instruments. The Company believes that the fair value of its variable
rate debt obligations, which totaled $101,297 and $51,937 at March 31, 2007 and 2006, approximated
their recorded values. The Company estimates that the fair value of its fixed rate debt obligations
totaling $53,268 at March 31, 2007 was $53,335 and that the fair value of its fixed rate debt
obligations totaling $49,562 at March 31, 2006 was $41,280. Estimates of fair value are based on
estimated 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 that potentially subject the Company to
concentrations of credit risk are primarily trade accounts receivable. Concentrations of credit
risk with respect to trade accounts receivable are limited because the Company’s printing
businesses provide services to a large, diverse group of customers in various geographical regions.
Management performs ongoing credit evaluations of its customers and generally does not require
collateral for extensions of credit. The Company’s cash deposits are held with large, well-known
financial institutions.
Stock-Based Compensation—Effective April 1, 2007, the Company adopted SFAS No. 123 (R),
Share-Based Payment, which revised SFAS No. 123, Accounting for Stock-Based Compensation. As a
result, the Company now measures the cost of the employee services received in exchange for an
award of equity instruments based on the fair value of the award at the date of grant rather than
its intrinsic value, the method the Company previously used (see Note 8. Share-based Compensation).
In addition, to the extent that the Company receives a tax benefit upon exercise of an award, such
benefit is reflected under SFAS No. 123(R) as cash flow from financing activities in the
Consolidated Statement of Cash Flows rather than operating activities as in prior periods.
Foreign Currency Translation—Assets and liabilities of subsidiaries operating outside the
United States with a functional currency other than the U.S. dollar are translated at the year-end
exchange rates. The effects of translation are included as a component of accumulated other
comprehensive income in shareholders’ equity. Income and expense items are translated at the
average monthly exchange rate.
Geographic Information—Revenues and long-lived assets of the Company’s subsidiaries operating
outside the United States were $11,218 and $29,278 as of and for the year ended March 31, 2007, the
first period the Company had non-U.S. operations.
Other Comprehensive Income—Other comprehensive income is comprised exclusively of foreign
currency translation adjustments.
All of the Company’s acquisitions have been accounted for using the purchase method of
accounting. Revenues and expenses of the acquired businesses have been included in the accompanying
consolidated financial statements beginning on their respective dates of acquisition. The
allocation of purchase price to the acquired assets and liabilities is based on estimates of fair
value and may be prospectively revised if and when additional information the Company is awaiting
concerning certain asset and liability valuations is obtained, provided that such information is
received no later than one year after the date of acquisition. Contingent transaction consideration
pursuant to earnout agreements is accrued as an additional cost of the transaction when payment
thereof is deemed to be probable by the Company.
33
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
In fiscal 2007, the Company paid cash totaling $62,406 to acquire the operations and assets of
two printing businesses. The preliminary allocation of the purchase price of the businesses
acquired include current assets $18,890, property and equipment of $45,944, goodwill and other
intangible assets of $15,507 and other assets of $216 less accrued liabilities of $18,151.
Additionally, the Company (i) paid cash totaling $5,107 to acquire certain real property and (ii)
paid net cash totaling $42 in connection with the finalization of certain working capital
adjustments during fiscal 2007 relating to prior year acquisitions. Based on certain additional
information received by the Company regarding its fiscal 2006 acquisitions, $1,530 of purchase
price previously attributed to other intangible assets was allocated to goodwill during fiscal
2007. The Company is awaiting additional information concerning certain asset and liability
valuations in order to finalize the allocation of purchase price for certain of the Company’s 2007
acquisitions, and expects to receive such information no later than one year following the
respective dates of acquisition.
In fiscal 2006, the Company assumed debt totaling $1,465 and paid cash totaling $27,198 to
acquire the operations and assets of four businesses, two of which were immediately merged into
other existing operations of the Company. The preliminary allocation of the purchase price of the
businesses acquired include current assets of $7,283, property and equipment of $13,046, goodwill
and intangible assets of $13,275 and other assets of $55 less current liabilities of $4,996.
Additionally, the Company paid cash totaling $785 in connection with finalization of certain
working capital adjustments related to the Company’s fiscal 2005 acquisitions. Based on certain
additional information received regarding the
fiscal 2005 acquisitions, $2,513 and $6,331 of purchase price previously attributed to property and
equipment and goodwill was allocated to intangible assets other than goodwill during fiscal 2006.
| 4. |
|
PROPERTY AND EQUIPMENT |
Property and equipment are stated at cost, net of accumulated depreciation. The costs of major
renewals and betterments are capitalized; repairs and maintenance costs are expensed when incurred.
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:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Estimated |
|
| |
|
March 31 |
|
|
Life |
|
| Description |
|
2007 |
|
|
2006 |
|
|
in Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
$ |
13,909 |
|
|
$ |
11,355 |
|
|
|
— |
|
Buildings and leasehold improvements |
|
|
96,236 |
|
|
|
79,290 |
|
|
|
5-30 |
|
Machinery and equipment |
|
|
457,233 |
|
|
|
393,730 |
|
|
|
5-20 |
|
Computer equipment and software |
|
|
24,171 |
|
|
|
21,116 |
|
|
|
2-5 |
|
Furniture, fixtures and other |
|
|
9,926 |
|
|
|
9,328 |
|
|
|
2-7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
601,475 |
|
|
|
514,819 |
|
|
|
|
|
Less—accumulated depreciation |
|
|
(247,319 |
) |
|
|
(217,511 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
354,156 |
|
|
$ |
297,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense related to the Company’s property and equipment totaled
$42,367 in 2007, $40,007 in 2006 and $36,874 in 2005.
The following is a summary of the Company’s long-term debt as of:
| |
|
|
|
|
|
|
|
|
| |
|
March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Bank credit facilities |
|
$ |
94,143 |
|
|
$ |
43,051 |
|
Term equipment notes |
|
|
48,144 |
|
|
|
44,037 |
|
Other |
|
|
12,278 |
|
|
|
14,411 |
|
|
|
|
|
|
|
|
|
|
|
154,565 |
|
|
|
101,499 |
|
Less—current portion |
|
|
(12,421 |
) |
|
|
(10,821 |
) |
|
|
|
|
|
|
|
|
|
$ |
142,144 |
|
|
$ |
90,678 |
|
|
|
|
|
|
|
|
34
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
On
October 6, 2006, the Company entered into a new revolving credit agreement (the “Credit
Agreement”). The Credit Agreement provides for a $155,000 revolving credit facility, with an
accordion feature that could under prescribed conditions increase the facility to $240,000,
and has a maturity date of October 6, 2011. On January 2, 2007, the Company entered
into a First Amendment (the “Amendment”) to the Credit Agreement. The Amendment
specifically (i) consented (a) to the incurrence of indebtedness and the maximum
amount of indebtedness that can be incurred under the
A&B Credit Facility (as defined below) and (b) to a guaranty of the A&B Credit Facility by
Consolidated Graphics, Inc. as the parent company of the borrower and (ii) waived certain provisions of the
Credit Agreement that would have been applicable to an acquisition by the Company using proceeds of
the A&B Credit Facility. At March 31, 2007, outstanding borrowings under the Credit Agreement were
$53,000 and accrued interest at a weighted average rate of 6.76%.
Under the terms of the Credit Agreement the proceeds from borrowings may be used to repay
certain indebtedness, finance certain acquisitions, provide for working capital and general
corporate purposes and, subject to certain restrictions, repurchase the Company’s common stock.
Borrowings outstanding under the Credit Agreement are secured by substantially all of the Company’s
assets other than real estate and certain equipment subject to term equipment notes and other
financings. Borrowings under the Credit Agreement accrue interest, at the Company’s option, at
either (1) the London Interbank Offered Rate (“LIBOR”) plus a margin of .625% to 1.25%, or (2) an
alternate base rate (based upon the greater of the agent bank’s prime lending rate or the Federal
Funds effective rate plus .50%). The Company is also required to pay an annual commitment fee
ranging from .15% to .25% on available but unused amounts under the Credit Agreement. The interest
rate margin and the commitment fee are based upon certain financial performance measures as set
forth in the Credit Agreement and are redetermined quarterly. At March 31, 2007, the applicable
LIBOR interest rate margin was .625% and the applicable commitment fee was .15%.
The Company is subject to certain covenants and restrictions and must meet certain financial
tests under the Credit Agreement. The Company was in compliance with such covenants, restrictions
and financial tests at March 31, 2007.
Concurrently with the Amendment, the Company entered into an unsecured credit facility
with a commercial bank (the “A&B Credit Facility”) consisting of a U.S. $35,000 maximum borrowing
limit component and a separate Canadian $5,000 maximum borrowing limit component. At March 31,
2007, outstanding borrowings were U.S. $30,000, which accrued interest at a weighted average rate
of 6.06%, and Canadian $2,000 ($1,730 U.S. equivalent), which accrued interest at a weighted
average rate of 5.07%.
Under the terms of the A&B Credit Facility, U.S. dollar denominated borrowings accrue
interest and bear an annual commitment fee at rates equal to those under the Credit Agreement.
Canadian dollar denominated borrowings accrue interest at the Company’s option, at either (1) the
Canadian Dollar Offer Rate plus a margin of .625% to 1.25%, or (2) an alternate base rate based
upon the Canadian Prime Rate. The Company is also required to pay an annual commitment fee ranging
from .15% to .25% on available but unused Canadian dollar amounts. For both the U.S. and Canadian
components, the interest rate margin and the commitment fee are based upon the financial
performance measures set forth in the Credit Agreement and are redetermined quarterly. An annual
reduction of U.S. $4,000 on the U.S. dollar denominated commitment occurs on each anniversary date
of the A&B Credit Facility until the final maturity date of January 2, 2011. There are no
significant covenants or restrictions set forth in the A&B Credit Facility; however, a default by
the Company under the Credit Agreement will constitute a default under the A&B Credit Facility.
Proceeds from borrowings under the A&B Credit Facility may be used by the Company for general
corporate purposes and included funding for one of the Company’s 2007 acquisitions.
In addition to the Credit Agreement, the Company maintains two auxiliary revolving credit
facilities (each an “Auxiliary Bank Facility” and collectively the “Auxiliary Bank Facilities”)
with commercial banks. Each Auxiliary Bank Facility is unsecured and has a maximum borrowing
capacity of $5,000. One facility expires in December 2007 while the other facility expires in
October 2008. At March 31, 2007, outstanding borrowings under the Auxiliary Bank Facilities totaled
$9,412 and accrued interest at a weighted average rate of 6.10%. Because the Company currently has
the ability and intent to refinance borrowings outstanding under the Auxiliary Bank Facility
expiring in December 2007, such borrowings are classified as long-term debt in the accompanying
consolidated balance sheet at March 31, 2007. The Auxiliary Bank Facilities cross-default to the
covenants and restrictions set forth in the Credit Agreement.
The Company’s term equipment notes consist primarily of notes payable pursuant to financing
agreements between the Company and various lenders (the “Lender Notes”) and between the Company and
the finance affiliate of a printing equipment manufacturer (the “Equipment Notes”). At March 31,
2007, outstanding borrowings under the Lender Notes totaled $36,656 and accrued interest at a
weighted average rate of 5.86%. The Lender Notes provide for either fixed monthly
35
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
principal payments plus interest (at fixed rates) or for fixed payments of principal and interest
(at fixed rates) for defined periods of up to eight years from the date of issuance, and are
secured by certain equipment of the Company. At March 31, 2007, outstanding borrowings under the
Equipment Notes totaled $10,007 and accrued interest at a weighted average rate of 5.92%. The
Equipment Notes provide for fixed payments of principal and interest (at fixed rates) for defined
periods of up to ten years from the date of issuance and are secured by the equipment which was
concurrently purchased from the manufacturer. At March 31, 2007, the remaining balance of term
equipment notes totaling $1,481 primarily consists of various secured debt obligations assumed by
the Company in connection with certain prior year acquisitions. The Company is not subject to any
significant financial covenants in connection with any of the term equipment notes; however, the
Credit Agreement places certain limitations on the amount of additional term note obligations the
Company may incur in the future.
The Company’s remaining debt obligations consist of a mortgage note totaling $4,608, a
promissory note totaling $899, industrial revenue bonds totaling $6,185 and various other debt
obligations totaling $586. The Company does not have any significant financial covenants or
restrictions associated with these other debt obligations.
The principal payment requirements by fiscal year under the Company’s debt obligations
referenced above are: 2008—$12,421; 2009—$16,436; 2010—$13,448; 2011—$9,037; 2012—$93,895; and
thereafter—$9,328. As the Company has both the ability and intent to refinance the $4,732
outstanding at March 31, 2007 under an Auxiliary Bank Facility due to expire in December 2007, such
borrowings are classified as long-term debt in our Consolidated
Balance Sheet at March 31, 2007,
and are classified above as fiscal 2012 principal payment requirements in conjunction with the
maturity of the Credit Agreement.
The provision for income taxes is comprised of the following:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
32,519 |
|
|
$ |
21,162 |
|
|
$ |
15,953 |
|
State |
|
|
2,751 |
|
|
|
1,893 |
|
|
|
(910 |
) |
Foreign |
|
|
626 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,896 |
|
|
|
23,055 |
|
|
|
15,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(3,866 |
) |
|
|
689 |
|
|
|
1,860 |
|
State |
|
|
(2,688 |
) |
|
|
(552 |
) |
|
|
2,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,554 |
) |
|
|
137 |
|
|
|
3,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,342 |
|
|
$ |
23,192 |
|
|
$ |
19,000 |
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes differs from an amount computed at the federal statutory rate
as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision at the federal statutory rate |
|
$ |
28,029 |
|
|
$ |
21,592 |
|
|
$ |
18,103 |
|
State income taxes, net of federal income tax benefit |
|
|
41 |
|
|
|
872 |
|
|
|
771 |
|
Non-deductible expenses |
|
|
1,347 |
|
|
|
1,314 |
|
|
|
126 |
|
Benefit of domestic production deduction |
|
|
(798 |
) |
|
|
(586 |
) |
|
|
— |
|
Impairment of goodwill |
|
|
672 |
|
|
|
— |
|
|
|
— |
|
Other |
|
|
51 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,342 |
|
|
$ |
23,192 |
|
|
$ |
19,000 |
|
|
|
|
|
|
|
|
|
|
|
36
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
Deferred income taxes reflect the future tax consequences of differences between the tax bases
of assets and liabilities and their financial reporting amounts as measured based on enacted tax
laws and regulations. The Company records a valuation allowance, when appropriate, to adjust
deferred tax asset balances to the amount the Company expects to realize. The Company considers the
amount of taxable income available in carryback years and expectations of future taxable income,
among other factors, in assessing the potential need for a valuation allowance. The components of
deferred income tax assets and liabilities are as follows:
| |
|
|
|
|
|
|
|
|
| |
|
March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities: |
|
|
|
|
|
|
|
|
Property and equipment |
|
$ |
59,081 |
|
|
$ |
62,829 |
|
Other |
|
|
1,968 |
|
|
|
1,460 |
|
|
|
|
|
|
|
|
Total deferred income tax liabilities |
|
$ |
61,049 |
|
|
$ |
64,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax assets: |
|
|
|
|
|
|
|
|
Accounts receivable and inventory |
|
$ |
1,040 |
|
|
$ |
888 |
|
Accruals not currently deductible |
|
|
5,700 |
|
|
|
5,376 |
|
Intangible assets(1) |
|
|
5,334 |
|
|
|
2,143 |
|
Other |
|
|
1,739 |
|
|
|
2,092 |
|
|
|
|
|
|
|
|
Total deferred income tax assets |
|
$ |
13,813 |
|
|
$ |
10,499 |
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
This deferred income tax asset is long-term in nature
and therefore is netted against total deferred income tax liabilities for
presentation in the accompanying Consolidated Balance Sheets. |
| 7. |
|
COMMITMENTS AND CONTINGENCIES |
Operating Leases—The Company has entered into various noncancelable operating leases
primarily related to facilities and equipment used in the ordinary course of its business. The
Company incurred total operating lease expense of
$16,864, $18,089 and $15,213 for the years ended March 31, 2007, 2006 and 2005.
The Company’s future operating lease obligations by fiscal year are as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations |
|
$ |
14,326 |
|
|
$ |
12,029 |
|
|
$ |
9,142 |
|
|
$ |
6,850 |
|
|
$ |
5,242 |
|
|
$ |
12,015 |
|
Letters of Credit—In connection with the assumption of obligations under outstanding
industrial revenue bonds, which are reflected as debt in the accompanying consolidated financial
statements, and the Company’s assumption of certain contingent liabilities related to certain of
its acquisitions, the Company had letters of credit outstanding as of March 31, 2007 totaling
$8,138. In addition, the Company had one other letter of credit totaling $100 outstanding as of
March 31, 2007. All of these letters of credit were issued pursuant to the terms of the Company’s
Credit Agreement, which expires in October 2011, and the Company will be required to obtain
replacement letters of credit at that time, as needed.
Insurance Programs—The Company maintains third-party insurance coverage in amounts and
against risks it believes are reasonable in its circumstances. The Company is self-insured for most
workers’ compensation claims and for a significant component of its group health insurance
programs. For these exposures, the Company accrues expected loss amounts which are determined using
a combination of its historical loss experience and subjective assessment of its future loss
exposure, together with advice provided by administrators and consulting actuaries. The estimates
of expected loss amounts are subject to uncertainties arising from various sources, including
changes in claims reporting patterns, claims settlement patterns, judicial decisions, legislation
and economic conditions, which could result in an increase or decrease in accrued costs in future
periods for claim matters which occurred in a prior period. Although the Company believes that the
accrued estimated loss amounts are reasonable under the circumstances, significant differences
related to the items noted above could materially affect our risk exposure, insurance obligations
and future expense.
37
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
Legal Matters—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 could have a material adverse effect upon the
Company’s consolidated financial condition or results of operations.
Tax Matters—The Company is subject to examination by tax authorities for varying periods in
various taxing jurisdictions. During the course of such examinations disputes occur as to matters
of fact and/or law. Also, in most taxing
jurisdictions the passage of time without examination will result in the expiration of applicable
statutes of limitations thereby precluding the taxing authority from conducting an examination of
the tax period for which such statute of limitation has expired. The Company believes that it has
adequately provided for its tax liabilities.
| 8. |
|
SHARE-BASED COMPENSATION |
Pursuant to the
Consolidated Graphics, Inc. Long-Term Incentive Plan, as amended (the “Plan”),
employees of the Company and members of the Company’s Board of Directors have been, or may be,
granted options to purchase shares of the Company’s common stock, restricted stock unit awards or
other forms of equity-based compensation. Options granted pursuant to the Plan include incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, and non-qualified stock options. Options previously granted under the Plan were at a price not less
than the market price of the stock at the date of grant and periodically vest over a fixed period
of up to ten years. Unvested options generally are cancelled upon termination of employment and
vested options generally expire shortly after termination of employment. Otherwise, options expire
after final vesting at the end of a fixed period generally not in excess of an additional five
years. At March 31, 2007, a total of 1,864,876 shares were reserved for issuance pursuant to the
Plan, of which 318,142 shares of the Company’s common stock were reserved for future grants.
The following table sets forth option and restricted stock unit award transactions under the
Plan in terms of underlying shares of the Company’s common stock:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Years Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
| |
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
| |
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
| |
|
|
|
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
| |
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
Outstanding at April 1 |
|
|
1,974,459 |
|
|
$ |
33.88 |
|
|
|
1,700,786 |
|
|
$ |
27.93 |
|
|
|
1,804,732 |
|
|
$ |
26.08 |
|
Granted(1) |
|
|
48,588 |
|
|
|
52.62 |
|
|
|
550,318 |
|
|
|
48.13 |
|
|
|
270,000 |
|
|
|
39.96 |
|
Exercised |
|
|
(445,221 |
) |
|
|
27.32 |
|
|
|
(123,035 |
) |
|
|
19.74 |
|
|
|
(186,078 |
) |
|
|
18.00 |
|
Forfeited or expired |
|
|
(31,092 |
) |
|
|
40.10 |
|
|
|
(153,610 |
) |
|
|
26.71 |
|
|
|
(187,868 |
) |
|
|
34.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31(1) |
|
|
1,546,734 |
|
|
|
36.66 |
|
|
|
1,974,459 |
|
|
|
33.88 |
|
|
|
1,700,786 |
|
|
|
27.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31 |
|
|
1,166,764 |
|
|
|
35.21 |
|
|
|
1,369,402 |
|
|
|
32.92 |
|
|
|
651,444 |
|
|
|
21.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
For 2007, (i) the number of shares granted and
outstanding at March 31 include 12,500 restricted stock unit awards having an aggregate
fair value at date of grant of $652, (ii) the number of shares
exercisable at March 31 includes 2,500 restricted stock unit
awards and (iii) the weighted average exercise price of
shares granted, outstanding at March 31 and exercisable at
March 31 is based solely on stock option grants and
excludes the restricted stock unit awards which have no exercise price component. |
The
weighted-average grant date fair value of stock options granted during the three years
ended March 31, 2007, all of which were at exercise prices equal to the market price
of the stock on the grant dates, as calculated under the Black-Scholes-Merton
(“Black-Scholes”) pricing model are as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended March 31 |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of option grants during the year |
|
$ |
19.94 |
|
|
$ |
17.92 |
|
|
$ |
13.65 |
|
Assumptions: |
|
|
|
|
|
|
|
|
|
|
|
|
Expected option life in years |
|
|
4.3 |
|
|
|
5.0 |
|
|
|
5.0 |
|
Risk-free interest rate |
|
|
5.0 |
% |
|
|
4.2 |
% |
|
|
3.7 |
% |
Expected volatility |
|
|
37.9 |
% |
|
|
33.8 |
% |
|
|
30.4 |
% |
Expected dividend yield |
|
|
— |
|
|
|
— |
|
|
|
— |
|
38
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
The risk-free interest rate represents the U.S. Treasury Bond constant maturity yield approximating
the expected option life of stock options granted during the period. The expected option life
represents the period of time that the stock options granted during the period are expected to be
outstanding, based on the mid-point between the vesting date and contractual expiration date of
each option. The expected volatility is based on the historical market price volatility of the
Company’s common stock.
Outstanding and
exercisable stock options and restricted stock unit awards at March 31, 2007 were as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Outstanding |
|
|
Exercisable |
|
| |
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
| |
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
| |
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
|
|
|
|
Exercise |
|
| Range of Exercise Prices |
|
Shares |
|
|
Price |
|
|
Years |
|
|
Shares |
|
|
Price |
|
Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$10.37 - $20.00 |
|
|
478,020 |
|
|
$ |
13.60 |
|
|
|
3.9 |
|
|
|
446,915 |
|
|
$ |
13.38 |
|
$20.01 - $30.00 |
|
|
70,924 |
|
|
|
23.20 |
|
|
|
5.3 |
|
|
|
53,351 |
|
|
|
22.96 |
|
$30.01 - $40.00 |
|
|
140,474 |
|
|
|
37.84 |
|
|
|
7.4 |
|
|
|
5,218 |
|
|
|
37.24 |
|
$40.01 - $50.00 |
|
|
136,418 |
|
|
|
43.23 |
|
|
|
5.4 |
|
|
|
57,131 |
|
|
|
41.65 |
|
$50.01 - $60.00 |
|
|
699,129 |
|
|
|
51.94 |
|
|
|
5.5 |
|
|
|
601,649 |
|
|
|
51.87 |
|
$60.01 - $62.00 |
|
|
9,269 |
|
|
|
62.00 |
|
|
|
5.3 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,534,234 |
|
|
|
36.66 |
|
|
|
5.2 |
|
|
|
1,164,254 |
|
|
|
35.21 |
|
Restricted Stock Unit Awards |
|
|
12,500 |
|
|
|
|
|
|
|
9.0 |
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31,
2007 |
|
|
1,546,734 |
|
|
|
|
|
|
|
5.2 |
|
|
|
1,166,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
total grant-date fair
value of restricted stock unit awards which vested during 2007 was $130. The
aggregate intrinsic value of outstanding and exercisable stock options and restricted stock unit
awards as of March 31, 2007 was $58,291 and $45,405, respectively.
Effective
April 1, 2006, the Company adopted SFAS No. 123(R). As a result, the Company now
measures the cost of employee services received in exchange for an award of equity instruments,
including grants of stock options and restricted stock unit awards, based on the fair value of the
award at the date of grant rather than its intrinsic value, the method the Company previously used.
The fair value of stock options is determined using the Black-Scholes model. The Company is using
the modified prospective application method under SFAS No. 123(R) and has elected not to use the
retrospective application method. Thus, amortization of the fair value of all nonvested awards as
of April l, 2006, as determined under the previous pro forma disclosure provisions of SFAS No. 123,
except as adjusted for forfeitures, is included in the Company’s results of operations commencing
April 1, 2006, and prior periods have not been restated.
As a result of
the adoption of SFAS No. 123 (R), the Company recorded $2,695 of
share-based compensation
expense for the year ended March 31, 2007. The after-tax impact to net income was $1,644, and the
impact to both basic and diluted earnings per share was $.12 in fiscal 2007.
As of March 31, 2007, $2,154 of total unrecognized compensation cost related to stock options
is expected to be recognized over a weighted average period of 1.1 years.
The accompanying consolidated income statements for 2006 and 2005 were not restated since the
Company elected not to use the retrospective application method under SFAS No. 123 (R). A summary
of the effect on net income and net income per share for fiscal 2006 and fiscal 2005 as if the
Company had accounted for share-based compensation using the fair value recognition provisions of
SFAS No. 123 is as follows (in thousands except per share data):
39
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
| |
|
|
|
|
|
|
|
|
| |
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Net income as reported |
|
$ |
38,498 |
|
|
$ |
32,722 |
|
Less pro forma compensation expense |
|
|
(5,936 |
) |
|
|
(2,815 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
32,562 |
|
|
$ |
29,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share: |
|
|
|
|
|
|
|
|
Net income as reported |
|
$ |
2.81 |
|
|
$ |
2.40 |
|
Less pro forma compensation |
|
|
(.40 |
) |
|
|
(.19 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
2.41 |
|
|
$ |
2.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share: |
|
|
|
|
|
|
|
|
Net income as reported |
|
$ |
2.73 |
|
|
$ |
2.31 |
|
Less pro forma compensation |
|
|
(.39 |
) |
|
|
(.19 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
2.34 |
|
|
$ |
2.12 |
|
|
|
|
|
|
|
|
| 9. |
|
SUPPLEMENTAL SELECTED UNAUDITED QUARTERLY FINANCIAL DATA |
The following table contains selected unaudited quarterly financial data from the consolidated
income statements for each quarter of fiscal 2007 and 2006. 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.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
| |
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
238,425 |
|
|
$ |
234,236 |
|
|
$ |
269,611 |
|
|
$ |
263,914 |
|
Gross profit |
|
|
64,005 |
|
|
|
62,456 |
|
|
|
72,358 |
|
|
|
70,371 |
|
Net income |
|
|
13,730 |
|
|
|
13,690 |
|
|
|
16,375 |
|
|
|
6,946 |
|
Basic earnings per share |
|
|
1.00 |
|
|
|
1.01 |
|
|
|
1.21 |
|
|
|
.51 |
|
Diluted earnings per share |
|
|
.97 |
|
|
|
.98 |
|
|
|
1.17 |
|
|
|
.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
209,915 |
|
|
$ |
220,993 |
|
|
$ |
226,204 |
|
|
$ |
221,911 |
|
Gross profit |
|
|
51,803 |
|
|
|
54,065 |
|
|
|
55,732 |
|
|
|
55,863 |
|
Net income |
|
|
8,729 |
|
|
|
9,333 |
|
|
|
9,941 |
|
|
|
10,495 |
|
Basic earnings per share |
|
|
.63 |
|
|
|
.68 |
|
|
|
.73 |
|
|
|
.77 |
|
Diluted earnings per share |
|
|
.61 |
|
|
|
.66 |
|
|
|
.71 |
|
|
|
.74 |
|
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.
40
|
|
|
| Item 9. |
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
|
|
|
| Item 9A. |
|
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period
covered by this report. Based on such evaluation, the Company’s CEO and CFO have concluded that, as
of the end of such period, the Company’s disclosure controls and procedures were effective to
ensure that information required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms.
Management’s Annual Report on Internal Control Over Financial Reporting
Management’s Report is included in Item 8 of this Annual Report on Form 10-K on page 23 and is
incorporated herein by reference.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred
during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
|
|
|
| Item 9B. |
|
Other Information |
None.
41
PART III
The information called for by “Item 10. Directors, Executive Officers and Corporate Governance
of the Registrant” (except for certain information regarding executive officers which is included
in Part I hereof as “Item 1. Business—Executive Officers”), “Item 11. Executive Compensation,”
“Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters,” “Item 13. Certain Relationships and Related Transactions, and Director Independence” and
“Item 14. Principal Accountant Fees and Services” is hereby incorporated by reference to the
Company’s Proxy Statement for its Annual Meeting of Shareholders (presently scheduled to be held
August 2, 2007) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended.
PART IV
|
|
|
| Item 15. |
|
Exhibits and Financial Statement Schedules |
| |
|
|
(a)
|
|
Index to Financial Statements |
|
|
|
(a)(1)
|
|
Financial Statements: |
|
|
|
|
|
The index to the Financial Statements is included in Item 8 of
this Annual Report on Form 10-K on page 22 and is incorporated
herein by reference. |
|
|
|
(a)(2)
|
|
Financial Statement Schedules: |
|
|
|
|
|
Schedule II—Valuation and Qualifying Accounts. |
|
|
|
|
|
Report of Independent Registered Public Accounting Firm with
respect to Schedule II — Valuation and Qualifying Accounts is
included in Item 8 of this Annual Report on Form 10-K on page 44. |
All other schedules have been omitted since the required information is not significant or is
included in the Financial Statements or notes thereto or is not applicable.
| |
|
|
|
|
|
|
| * |
|
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), 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), Exhibit 3.1). |
| * |
|
3.3 |
|
— |
|
Second Amended and Restated By-Laws of the Company, adopted as of May 25, 2004 (Consolidated
Graphics, Inc. Form 10-Q (June 30, 2004), Exhibit 3.3). |
| * |
|
4.1 |
|
— |
|
Specimen Common Stock Certificate (Consolidated Graphics, Inc. Form 10-K (March 31, 1998), Exhibit
4.1). |
| * |
|
4.2 |
|
— |
|
Rights Agreement dated as of December 15, 1999 between Consolidated Graphics, Inc. and American
Stock Transfer and Trust Company, as Rights Agent, which includes as Exhibit A the Certificate of
Designations of Series A Preferred Stock, as Exhibit B the form of Rights Certificate and as
Exhibit C the form of summary of Rights to Purchase Shares (Consolidated Graphics, Inc. Form 8-K
(December 15, 1999), Exhibit 4.1). |
| * |
|
4.3 |
|
— |
|
Amendment to Rights Agreement dated as of July 10, 2006 between Consolidated Graphics, Inc. and
American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (July 13, 2006), Exhibits 2 and 3). |
| * |
|
10.1 |
|
— |
|
1994 Consolidated Graphics, Inc. Long-Term Incentive Plan (Consolidated Graphics, Inc.
Registration Statement on Form S-1 (Reg. No. 33-77468), Exhibit 10.14). + |
| * |
|
10.2 |
|
— |
|
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). + |
| * |
|
10.3 |
|
— |
|
Second 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 1,935,000 to
3,435,000) (Consolidated Graphics, Inc. Registration Statement on Form S-8 (Reg. No. 333- 66019),
Exhibit 4.3). + |
| * |
|
10.4 |
|
— |
|
Third 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 3,435,000 to
4,035,000) (Consolidated Graphics, Inc. Form 10-K (March 31, 2003), Exhibit 10.5). + |
42
| |
|
|
|
|
|
|
| * |
|
10.5 |
|
— |
|
Employment Agreement between the Company and Joe R. Davis dated as of February 13, 2006
(Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.1). |
| * |
|
10.6 |
|
— |
|
Change in Control Agreement between the Company and Joe R. Davis dated as of July 25, 2000
(Consolidated Graphics, Inc. Form 10-K (March 31, 2001), Exhibit 10.8). |
| * |
|
10.7 |
|
— |
|
Amendment to Change in Control Agreement between the Company and Joe R. Davis dated as of February
13, 2006 (Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.2). |
| * |
|
10.8 |
|
— |
|
Employment Agreement between the Company and G. Christopher Colville dated as of March 1, 2002
(Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.5). |
| * |
|
10.9 |
|
— |
|
Change in Control Agreement between the Company and G. Christopher Colville dated as of March 1,
2002 (Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.6). |
| * |
|
10.10 |
|
— |
|
Form of Indemnification Agreement for directors and officers (Consolidated Graphics, Inc. Form
10-Q (June 30, 2004), Exhibit 10.1). |
| * |
|
10.11 |
|
— |
|
Amended Schedule identifying the directors and officers parties to Indemnification Agreements with
the Company (Consolidated Graphics, Inc. Form 10-K (March 31, 2005), Exhibit 10.11). |
| * |
|
10.12 |
|
— |
|
Form of Employee and Director Stock Option Agreement (Consolidated Graphics, Inc. Form 10-Q (June
30, 2005), Exhibit 10.1). + |
| * |
|
10.13 |
|
— |
|
Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells
Fargo Bank, National Association, as Syndication Agent, dated as of October 6, 2006 (Consolidated
Graphics, Inc. Form 8-K (October 6, 2006), Exhibit 10.1). |
| * |
|
10.14 |
|
— |
|
First Amendment to the Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as
Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, dated as of
January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.1). |
| * |
|
10.15 |
|
— |
|
Revolving Credit Facility between Consolidated Annan & Bird Lithographers, Ltd. and JPMorgan Chase
Bank, N.A., Toronto Branch, dated as of January 2, 2007 (Consolidated Graphics, Inc. Form 8-K
(January 2, 2007), Exhibit 99.2). |
| * |
|
10.16 |
|
— |
|
Guaranty executed and delivered by the Company to JPMorgan Chase Bank, N.A., Toronto Branch, as
Administrative Agent under the Consolidated Annan & Bird Lithographers Revolving Credit Facility,
dated January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.3). |
| |
|
21 |
|
— |
|
List of Subsidiaries. |
| |
|
23 |
|
— |
|
Consent of KPMG LLP. |
| |
|
24 |
|
— |
|
Powers of Attorney. |
| |
|
31.1 |
|
— |
|
Certification of Joe R. Davis pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
31.2 |
|
— |
|
Certification of G. Christopher Colville pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
32.1 |
|
— |
|
Certification of Joe R. Davis pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
32.2 |
|
— |
|
Certification of G. Christopher Colville pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
99.1 |
|
— |
|
Press release
dated May 30, 2007, announcing the Company’s adoption of a
new common share repurchase program. |
|
|
|
| * |
|
Incorporated by reference. |
| |
| + |
|
Compensatory plan or arrangement under which executive officers or directors of the Company
may participate. |
43
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Utilization |
|
|
|
|
| |
|
Balance at |
|
|
Amount |
|
|
of Reserve |
|
|
Balance |
|
| |
|
Beginning |
|
|
Charged |
|
|
(Net of |
|
|
at End |
|
| Description |
|
of Year |
|
|
to Expense |
|
|
Recoveries) |
|
|
of Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Doubtful Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2007 |
|
$ |
2,514 |
|
|
$ |
1,777 |
|
|
$ |
(1,211 |
) |
|
$ |
3,080 |
|
Year Ended March 31, 2006 |
|
|
2,465 |
|
|
|
1,676 |
|
|
|
(1,627 |
) |
|
|
2,514 |
|
Year Ended March 31, 2005 |
|
|
2,448 |
|
|
|
588 |
|
|
|
(571 |
) |
|
|
2,465 |
|
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Consolidated Graphics, Inc.:
Under date of May 30, 2007, we reported on the consolidated balance sheets of Consolidated
Graphics, Inc. and subsidiaries as of March 31, 2007 and 2006, and the related consolidated
statements of income, shareholders’ equity, and cash flows for each of the years in the three-year
period ended March 31, 2007, which are included in this Annual Report on Form 10-K. In connection
with our audits of the aforementioned consolidated financial statements, we also audited the
Valuation and Qualifying Accounts Schedule (Schedule II) listed in the index at Item 15(a)(2), for
the period indicated above. This schedule is the responsibility of the Company’s management. Our
responsibility is to express an opinion on this schedule based on our audits.
In our opinion, the financial information presented in Schedule II for the years ended March 31,
2007 and 2006, when considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Houston, Texas
May 30, 2007
44
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 by the undersigned,
thereunder duly authorized, in the City of Houston, State of Texas on the 30th day of May, 2007
| |
|
|
|
|
| |
CONSOLIDATED GRAPHICS, INC.
|
|
| |
By: |
/s/ JOE R. DAVIS
|
|
| |
|
Joe R. Davis |
|
| |
|
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.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ JOE. R. DAVIS
Joe R. Davis
|
|
Chief Executive
Officer and Director
(Principal Executive Officer)
|
|
May 30, 2007 |
| |
|
|
|
|
/s/ G.CHRISTOPHER COLVILLE
G. Christopher Colville
|
|
Executive Vice President,
Chief Financial and Accounting Officer and Secretary
(Principal Financial and Accounting Officer)
|
|
May 30, 2007 |
| |
|
|
|
|
| /s/ LARRY J. ALEXANDER*
|
|
Director |
|
|
| |
|
|
|
|
| Larry J. Alexander |
|
|
|
|
| |
|
|
|
|
| /s/ BRADY F. CARRUTH*
|
|
Director |
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|
| |
|
|
|
|
| Brady F. Carruth |
|
|
|
|
| |
|
|
|
|
| /s/ GARY L. FORBES*
|
|
Director |
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|
| |
|
|
|
|
| Gary L. Forbes |
|
|
|
|
| |
|
|
|
|
| /s/ JAMES H. LIMMER*
|
|
Director |
|
|
| |
|
|
|
|
| James H. Limmer |
|
|
|
|
| |
|
|
|
|
| /s/ HUGH N. WEST*
|
|
Director |
|
|
| |
|
|
|
|
| Hugh N. West |
|
|
|
|
| |
|
|
|
|
*By:
|
|
/s/ JOE R. DAVIS |
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|
|
|
|
|
|
|
|
Joe R. Davis
|
|
May 30, 2007 |
|
|
Attorney-in-Fact |
|
|
45
Exhibit Index
| |
|
|
|
|
|
|
| * |
|
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), 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), Exhibit 3.1). |
| * |
|
3.3 |
|
— |
|
Second Amended and Restated By-Laws of the Company, adopted as of May 25, 2004 (Consolidated
Graphics, Inc. Form 10-Q (June 30, 2004), Exhibit 3.3). |
| * |
|
4.1 |
|
— |
|
Specimen Common Stock Certificate (Consolidated Graphics, Inc. Form 10-K (March 31, 1998), Exhibit
4.1). |
| * |
|
4.2 |
|
— |
|
Rights Agreement dated as of December 15, 1999 between Consolidated Graphics, Inc. and American
Stock Transfer and Trust Company, as Rights Agent, which includes as Exhibit A the Certificate of
Designations of Series A Preferred Stock, as Exhibit B the form of Rights Certificate and as
Exhibit C the form of summary of Rights to Purchase Shares (Consolidated Graphics, Inc. Form 8-K
(December 15, 1999), Exhibit 4.1). |
| * |
|
4.3 |
|
— |
|
Amendment to Rights Agreement dated as of July 10, 2006 between Consolidated Graphics, Inc. and
American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (July 13, 2006), Exhibits 2 and 3). |
| * |
|
10.1 |
|
— |
|
1994 Consolidated Graphics, Inc. Long-Term Incentive Plan (Consolidated Graphics, Inc.
Registration Statement on Form S-1 (Reg. No. 33-77468), Exhibit 10.14). + |
| * |
|
10.2 |
|
— |
|
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). + |
| * |
|
10.3 |
|
— |
|
Second 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 1,935,000 to
3,435,000) (Consolidated Graphics, Inc. Registration Statement on Form S-8 (Reg. No. 333- 66019),
Exhibit 4.3). + |
| * |
|
10.4 |
|
— |
|
Third 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 3,435,000 to
4,035,000) (Consolidated Graphics, Inc. Form 10-K (March 31, 2003), Exhibit 10.5). + |
| * |
|
10.5 |
|
— |
|
Employment Agreement between the Company and Joe R. Davis dated as of February 13, 2006
(Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.1). |
| * |
|
10.6 |
|
— |
|
Change in Control Agreement between the Company and Joe R. Davis dated as of July 25, 2000
(Consolidated Graphics, Inc. Form 10-K (March 31, 2001), Exhibit 10.8). |
| * |
|
10.7 |
|
— |
|
Amendment to Change in Control Agreement between the Company and Joe R. Davis dated as of February
13, 2006 (Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.2). |
| * |
|
10.8 |
|
— |
|
Employment Agreement between the Company and G. Christopher Colville dated as of March 1, 2002
(Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.5). |
| * |
|
10.9 |
|
— |
|
Change in Control Agreement between the Company and G. Christopher Colville dated as of March 1,
2002 (Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.6). |
| * |
|
10.10 |
|
— |
|
Form of Indemnification Agreement for directors and officers (Consolidated Graphics, Inc. Form
10-Q (June 30, 2004), Exhibit 10.1). |
| * |
|
10.11 |
|
— |
|
Amended Schedule identifying the directors and officers parties to Indemnification Agreements with
the Company (Consolidated Graphics, Inc. Form 10-K (March 31, 2005), Exhibit 10.11). |
| * |
|
10.12 |
|
— |
|
Form of Employee and Director Stock Option Agreement (Consolidated Graphics, Inc. Form 10-Q (June
30, 2005), Exhibit 10.1). + |
| * |
|
10.13 |
|
— |
|
Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells
Fargo Bank, National Association, as Syndication Agent, dated as of October 6, 2006 (Consolidated
Graphics, Inc. Form 8-K (October 6, 2006), Exhibit 10.1). |
| * |
|
10.14 |
|
— |
|
First Amendment to the Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as
Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, dated as of
January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.1). |
| * |
|
10.15 |
|
— |
|
Revolving Credit Facility between Consolidated Annan & Bird Lithographers, Ltd. and JPMorgan Chase
Bank, N.A., Toronto Branch, dated as of January 2, 2007 (Consolidated Graphics, Inc. Form 8-K
(January 2, 2007), Exhibit 99.2). |
| * |
|
10.16 |
|
— |
|
Guaranty executed and delivered by the Company to JPMorgan Chase Bank, N.A., Toronto Branch, as
Administrative Agent under the Consolidated Annan & Bird Lithographers Revolving Credit Facility,
dated January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.3). |
| |
|
21 |
|
— |
|
List of Subsidiaries. |
| |
|
23 |
|
— |
|
Consent of KPMG LLP. |
| |
|
24 |
|
— |
|
Powers of Attorney. |
46
| |
|
|
|
|
|
|
| |
|
31.1 |
|
— |
|
Certification of Joe R. Davis pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
31.2 |
|
— |
|
Certification of G. Christopher Colville pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
32.1 |
|
— |
|
Certification of Joe R. Davis pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
32.2 |
|
— |
|
Certification of G. Christopher Colville pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
99.1 |
|
— |
|
Press release
dated May 30, 2007, announcing the Company’s adoption of a
new common share repurchase program. |
|
|
|
| * |
|
Incorporated by reference. |
| |
| + |
|
Compensatory plan or arrangement under which executive officers or directors of the Company
may participate. |
47