Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): FEBRUARY 3, 2010
CONSOLIDATED GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
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TEXAS
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001-12631
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76-0190827 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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5858 WESTHEIMER, SUITE 200
HOUSTON, TEXAS
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77057 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: : (713) 787-0977
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information in this Current Report is being furnished pursuant to Item 2.02 of Form 8-K
and, according to general instruction B.2. thereunder, shall not be deemed filed with the
Securities and Exchange Commission (the SEC) for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in
this Current Report shall not be incorporated by reference into any registration statement filed by
Consolidated Graphics, Inc. (the Company) under the Securities Act of 1933, as amended, and will
not be so
incorporated by reference into any future registration statement unless specifically
identified as being incorporated by reference.
On February 3, 2010, the Company announced its fiscal 2010 third quarter results. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
attached press release may contain forward-looking statements, as described in the press release.
Readers are cautioned that such statements involve known and unknown risks, uncertainties and other
factors that could cause actual results to materially differ from the results, performance or other
expectations expressed or implied by these forward-looking statements.
The Company will hold a conference call today at 10:00 a.m. Central Time/11:00 a.m. Eastern
Time to discuss the Companys financial results for the third quarter ended December 31, 2009. A
live webcast and subsequent archive of the conference call, as well as a copy of this Current
Report and attached press release, can be accessed at www.cgx.com under the Investor Relations
page. A rebroadcast of the call will be available by dialing 888-286-8010 or 617-801-6888 by
entering the Conference ID 61392380. The rebroadcast will be available from February 3 until
midnight February 10, 2010.
During todays conference call, managements discussion of the Companys financial results may
include references to certain non-GAAP financial measures. Generally, a non-GAAP financial measure
is a numerical measure of a companys performance, financial position, or cash flows that either
excludes or includes amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States generally accepted
accounting principles (GAAP). Pursuant to the rules adopted by the SEC relating to the use of
such financial measures in filings with the SEC, other disclosures of financial information and
press releases, the Company provides the following qualitative and quantitative reconciliations
regarding the non-GAAP financial measures to which management may refer. In addition, the sum of
quarterly amounts in the accompanying tables may not equal full year amounts due to rounding
differences.
The Company defines Adjusted EBITDA as our net income before interest, income taxes,
depreciation and amortization, goodwill impairment charges, long-lived asset impairment charges,
litigation charges, share-based compensation expense, non-cash foreign currency transaction losses
and gains and net losses and gains from asset dispositions. We define Adjusted EBITDA Margin as
Adjusted EBITDA divided by sales. The Company uses Adjusted EBITDA and Adjusted EBITDA Margin both
as a liquidity and performance measure when evaluating its business and operations. We believe
Adjusted EBITDA and Adjusted EBITDA Margin may be useful to an investor in evaluating our liquidity
and/or operating performance because:
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it is widely used by investors in our industry to measure a companys operating
performance without regard to items such as interest, depreciation, non-cash
currency transactions, impairments and amortization expenses, litigation charges
and long-term non-cash share-based compensation expense, which can vary
substantially from company to company depending upon accounting policies and book
value of assets, capital structure and the method by which assets were acquired; |
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it helps investors more meaningfully evaluate and compare the results of our
operations from period to period by removing the impact of our capital structure
(primarily interest charges on our outstanding debt), asset base (primarily
depreciation and amortization expense and goodwill impairment charges), non-cash
gains/losses from foreign currency transactions, and long-term non-cash share-based
incentive plans from our operating results; and |
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it helps investors to assess compliance with financial ratios and covenants
included in our primary bank facility. |
Adjusted EBITDA should not be considered as an alternative to any measure of operating results
as promulgated under GAAP (such as operating income, net income or cash flow from operating
activities), nor should it be considered as an indicator of our overall financial performance or
our ability to satisfy current or future obligations and fund or finance future business
opportunities. Adjusted EBITDA does not fully consider the impact of investing or financing
transactions as it specifically excludes depreciation and interest expense, amortization and
impairment of intangible and other long-lived assets, including goodwill, as well as the net gain
or loss from non-cash foreign currency transactions, long-term share-based compensation expense,
litigation charges and the net loss and (gain) from asset dispositions, all of which should also be
considered in the overall evaluation of the Companys results and liquidity.
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Fiscal |
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Fiscal 2009 |
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Fiscal 2010 |
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($MM) |
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2008 |
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2009 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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Q2 |
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Q3 |
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YTD |
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Sales |
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1,095.3 |
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1,145.2 |
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285.2 |
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297.0 |
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315.8 |
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247.2 |
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225.9 |
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251.6 |
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276.4 |
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753.9 |
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Net Income/(Loss) |
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59.3 |
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(39.6 |
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9.6 |
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10.3 |
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(43.6 |
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(15.9 |
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(0.3 |
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2.1 |
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11.4 |
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13.2 |
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Income taxes |
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29.0 |
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(5.9 |
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6.1 |
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7.2 |
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(16.1 |
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(3.1 |
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(1.3 |
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2.2 |
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4.6 |
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5.5 |
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Interest expense, net |
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12.0 |
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15.0 |
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4.2 |
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3.9 |
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4.1 |
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2.8 |
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2.5 |
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2.3 |
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2.6 |
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7.4 |
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Depreciation and amortization |
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52.3 |
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66.8 |
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15.8 |
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16.2 |
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16.9 |
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17.9 |
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17.6 |
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17.8 |
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17.4 |
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52.8 |
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Goodwill impairment charge |
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83.3 |
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62.5 |
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20.8 |
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Litigation and other charges |
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17.4 |
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17.0 |
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0.4 |
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2.6 |
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3.1 |
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5.7 |
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Share-based compensation expense |
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2.1 |
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6.8 |
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1.6 |
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1.8 |
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1.7 |
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1.8 |
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1.5 |
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1.2 |
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1.2 |
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3.9 |
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Non-Cash foreign currency transaction net (gain)/loss |
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(3.1 |
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(0.7 |
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(0.3 |
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(0.3 |
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(0.2 |
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0.2 |
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0.2 |
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Net loss (gain) from asset dispositions* |
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1.6 |
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0.7 |
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0.3 |
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0.3 |
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0.2 |
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(0.1 |
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0.1 |
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0.3 |
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1.5 |
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1.9 |
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Adjusted EBITDA |
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153.2 |
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143.8 |
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37.6 |
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39.4 |
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42.4 |
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24.4 |
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20.1 |
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28.7 |
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41.8 |
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90.6 |
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Adjusted EBITDA Margin |
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14.0 |
% |
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12.5 |
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13.2 |
% |
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13.3 |
% |
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13.4 |
% |
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9.9 |
% |
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8.9 |
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11.4 |
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15.1 |
% |
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12.0 |
% |
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* |
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Included in depreciation and amortization in the Companys Consolidated Statements of Cash Flows. |
The Company defines Free Cash Flow as net cash provided by operating activities less capital
expenditures plus proceeds from asset dispositions. The Company considers Free Cash Flow to be an
important indicator of our operating flexibility and is a representative measure of our ability to
satisfy current and future obligations and fund or finance future business opportunities and
believes it may be similarly useful to investors.
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Fiscal |
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Fiscal 2009 |
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Fiscal 2010 |
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($MM) |
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2008 |
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2009 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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Q2 |
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Q3 |
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YTD |
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Net cash provided by operating activities |
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110.2 |
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141.1 |
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36.6 |
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7.7 |
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44.9 |
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51.9 |
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33.9 |
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62.5 |
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23.9 |
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120.3 |
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Capital expenditures* |
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(82.4 |
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(76.9 |
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(8.0 |
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(26.5 |
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(21.5 |
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(20.9 |
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(4.5 |
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(6.9 |
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(10.3 |
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(21.7 |
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Proceeds from asset dispositions |
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2.0 |
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1.4 |
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0.9 |
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0.2 |
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0.1 |
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0.2 |
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0.4 |
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0.2 |
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2.4 |
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3.0 |
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Free Cash Flow |
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29.8 |
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65.6 |
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29.5 |
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(18.6 |
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23.5 |
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31.2 |
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29.8 |
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55.8 |
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16.0 |
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101.6 |
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* |
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Capital expenditures include all expenditures for property, plant and
equipment, including those that are directly financed. |
The Company defines Adjusted Operating Income as Operating Income (Loss) less goodwill
impairment charges, long-lived asset impairment charges, litigation charges, share-based
compensation expense and non-cash foreign currency transactions. The Company defines Adjusted
Operating Margin as Adjusted Operating Income divided by Sales. Adjusted Operating Income is an
important performance measure used by the Company to analyze and compare post-acquisition financial
trends and results of its various operations. The Company believes this non-GAAP financial measure
may help investors better understand our operating results by eliminating goodwill impairment
charges, long-lived asset impairment charges, litigation charges, share-based compensation expense,
and non-cash net loss and gain from foreign currency transactions pursuant to
the revaluation of certain transactions denominated in currencies other than of the Companys
functional currency.
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Fiscal |
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Fiscal 2009 |
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Fiscal 2010 |
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($MM) |
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2008 |
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2009 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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Q2 |
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Q3 |
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YTD |
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Sales |
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1,095.3 |
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1,145.2 |
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285.2 |
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297.0 |
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315.8 |
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247.2 |
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225.9 |
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251.6 |
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276.4 |
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753.9 |
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Operating income/(loss) |
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100.3 |
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(30.3 |
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20.0 |
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21.4 |
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(55.5 |
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(16.2 |
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0.9 |
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6.6 |
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18.6 |
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26.1 |
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Goodwill impairment charge |
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83.3 |
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62.5 |
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20.8 |
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Litigation and other charges |
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17.4 |
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17.0 |
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0.4 |
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2.6 |
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3.1 |
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5.7 |
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Share-based compensation expense |
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2.1 |
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6.8 |
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1.6 |
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1.7 |
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1.7 |
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1.8 |
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1.5 |
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1.2 |
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1.2 |
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3.9 |
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Non-Cash foreign currency transaction net (gain)/loss |
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(3.1 |
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(0.8 |
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(0.3 |
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(0.3 |
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(0.2 |
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0.2 |
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0.2 |
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Adjusted Operating Income |
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99.3 |
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76.4 |
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21.6 |
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22.8 |
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25.4 |
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6.6 |
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2.4 |
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10.6 |
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23.0 |
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36.0 |
|
Adjusted Operating Margin |
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9.1 |
% |
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6.7 |
% |
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7.6 |
% |
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7.7 |
% |
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8.0 |
% |
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2.7 |
% |
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1.1 |
% |
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4.2 |
% |
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8.3 |
% |
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4.8 |
% |
The Company defines Adjusted Net Income as Net Income (Loss) less goodwill impairment charges,
long-lived asset impairment charges, litigation charges, share-based compensation expense and
non-cash foreign currency transactions all net of taxes. The Company believes this non-GAAP
financial measure may help investors better understand our ongoing operating results by eliminating
goodwill impairment, long-lived asset impairment charges, litigation charges, share-based
compensation expense and the non-cash net losses and gains from foreign currency transactions all
net of taxes.
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Fiscal |
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Fiscal 2009 |
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Fiscal 2010 |
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($MM) |
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2008 |
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2009 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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Q2 |
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Q3 |
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YTD |
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Net Income/(Loss) |
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59.3 |
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(39.6 |
) |
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9.6 |
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10.3 |
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(43.6 |
) |
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(15.9 |
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(0.3 |
) |
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2.1 |
|
|
|
11.4 |
|
|
|
13.2 |
|
Goodwill impairment charge |
|
|
|
|
|
|
83.3 |
|
|
|
|
|
|
|
|
|
|
|
62.5 |
|
|
|
20.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit of goodwill impairment charge |
|
|
|
|
|
|
(20.1 |
) |
|
|
|
|
|
|
|
|
|
|
(16.5 |
) |
|
|
(3.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation and other charges |
|
|
|
|
|
|
17.4 |
|
|
|
|
|
|
|
|
|
|
|
17.0 |
|
|
|
0.4 |
|
|
|
|
|
|
|
2.6 |
|
|
|
3.1 |
|
|
|
5.7 |
|
Tax benefit of litigation and other charges |
|
|
|
|
|
|
(6.8 |
) |
|
|
|
|
|
|
|
|
|
|
(6.6 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
(1.0 |
) |
|
|
(1.2 |
) |
|
|
(2.2 |
) |
Share-based compensation expense, net of tax |
|
|
1.3 |
|
|
|
4.3 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
1.1 |
|
|
|
1.1 |
|
|
|
0.9 |
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
2.5 |
|
Non-Cash foreign currency transaction net (gain)/loss, net of tax |
|
|
(1.9 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income |
|
|
58.7 |
|
|
|
38.0 |
|
|
|
10.6 |
|
|
|
11.2 |
|
|
|
13.7 |
|
|
|
2.5 |
|
|
|
0.6 |
|
|
|
4.6 |
|
|
|
14.1 |
|
|
|
19.3 |
|
The Company defines Adjusted Diluted Earnings per Share (Loss per Share) as Diluted Earning
per Share (Loss per Share), less goodwill impairment charges, long-lived asset impairment charges,
litigation charges, share-based compensation expense and non-cash net losses and gains from foreign
currency transactions all net of taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal |
|
|
Fiscal 2009 |
|
|
Fiscal 2010 |
|
($MM) |
|
2008 |
|
|
2009 |
|
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
Q4 |
|
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
YTD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (loss per share) |
|
|
4.63 |
|
|
|
(3.55 |
) |
|
|
0.84 |
|
|
|
0.90 |
|
|
|
(3.91 |
) |
|
|
(1.43 |
) |
|
|
(0.03 |
) |
|
|
0.18 |
|
|
|
1.00 |
|
|
|
1.16 |
|
Goodwill impairment charge |
|
|
|
|
|
|
7.27 |
|
|
|
|
|
|
|
|
|
|
|
5.51 |
|
|
|
1.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit of goodwill impairment charge |
|
|
|
|
|
|
(1.75 |
) |
|
|
|
|
|
|
|
|
|
|
(1.45 |
) |
|
|
(0.32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation and other charges |
|
|
|
|
|
|
1.51 |
|
|
|
|
|
|
|
|
|
|
|
1.50 |
|
|
|
0.03 |
|
|
|
|
|
|
|
0.23 |
|
|
|
0.27 |
|
|
|
0.51 |
|
Tax benefit of litigation and other charges |
|
|
|
|
|
|
(0.59 |
) |
|
|
|
|
|
|
|
|
|
|
(0.58 |
) |
|
|
(0.01 |
) |
|
|
|
|
|
|
(0.09 |
) |
|
|
(0.11 |
) |
|
|
(0.20 |
) |
Share-based compensation expense, net of tax |
|
|
0.10 |
|
|
|
0.37 |
|
|
|
0.09 |
|
|
|
0.09 |
|
|
|
0.09 |
|
|
|
0.10 |
|
|
|
0.08 |
|
|
|
0.06 |
|
|
|
0.06 |
|
|
|
0.21 |
|
Non-Cash foreign currency transaction net (gain)/loss, net of tax |
|
|
(0.15 |
) |
|
|
(0.04 |
) |
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
|
|
|
|
|
|
0.01 |
|
|
|
|
|
|
|
0.01 |
|
Adjustment for diluted shares outstanding |
|
|
|
|
|
|
0.12 |
|
|
|
|
|
|
|
|
|
|
|
0.07 |
|
|
|
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Diluted Earnings per Share (Loss per Share) |
|
|
4.58 |
|
|
|
3.34 |
|
|
|
0.93 |
|
|
|
0.98 |
|
|
|
1.21 |
|
|
|
0.22 |
|
|
|
0.05 |
|
|
|
0.41 |
|
|
|
1.23 |
|
|
|
1.69 |
|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
The following exhibit is filed herewith:
|
|
|
|
|
|
99.1 |
|
|
Press release of the Company dated February 3, 2010, announcing the
Companys fiscal 2010 third quarter results. |
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
|
|
|
|
|
|
CONSOLIDATED GRAPHICS, INC.
(Registrant)
|
|
|
By: |
/s/ Jon C. Biro
|
|
|
|
Jon C. Biro |
|
|
|
Executive Vice President and
Chief Financial and Accounting Officer |
|
|
Date: February 3, 2010
Exhibit Index
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
99.1 |
|
|
Press release of the Company dated February 3, 2010,
announcing the Companys fiscal 2010 third quarter results. |