-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EooqCtxchny5dG1DsZj5HD5zffSD8JmJMyVc1Ctq6z8huRyf21DalWrW8ioEh2gZ NzaYH5o7AF/Je8xTKS3wiw== 0000890566-98-001453.txt : 19980817 0000890566-98-001453.hdr.sgml : 19980817 ACCESSION NUMBER: 0000890566-98-001453 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED GRAPHICS INC /TX/ CENTRAL INDEX KEY: 0000921500 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 760190827 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12631 FILM NUMBER: 98689280 BUSINESS ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137870977 MAIL ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 OR [ ] 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 0-24068 CONSOLIDATED GRAPHICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 76-0190827 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 5858 WESTHEIMER ROAD, SUITE 200, HOUSTON, TEXAS 77057 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (713) 797-0977 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 [X] No [ ] The number of shares of Common Stock, par value $.01 per share, of the Registrant outstanding at July 31, 1998 was 13,293,726. CONSOLIDATED GRAPHICS, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 INDEX PAGE Part I -- Financial Information Item 1 -- Financial Statements Consolidated Balance Sheets at, June 30, 1998 and March 31, 1998............................ 1 Consolidated Income Statements for the Three Months Ended June 30, 1998 and 1997................... 2 Consolidated Statements of Cash Flows for the Three Months Ended June 30, 1998 and 1997................... 3 Notes to Consolidated Financial Statements.................. 4 Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 6 Part II -- Other Information Item 1 -- Legal Proceedings....................................... 10 Item 2 -- Changes in Securities and Use of Proceeds............... 10 Item 3 -- Defaults upon Senior Securities ........................ 10 Item 4 -- Submission of Matters to a Vote of Security Holders..... 10 Item 5 -- Other Information....................................... 10 Item 6 -- Exhibits and Reports on Form 8-K........................ 11 Signatures.............................................................. 12 i CONSOLIDATED GRAPHICS, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) JUNE 30, MARCH 31, 1998 1998 -------- -------- ASSETS (UNAUDITED) (AUDITED) CURRENT ASSETS: Cash and cash equivalents ...................... $ 6,238 $ 5,268 Accounts receivable, net ....................... 65,308 51,008 Inventories .................................... 20,094 13,074 Prepaid expenses ............................... 2,873 2,129 -------- -------- Total current assets ........................ 94,513 71,479 PROPERTY AND EQUIPMENT, net .......................... 172,349 135,892 GOODWILL, net ........................................ 42,961 28,157 OTHER ASSETS ......................................... 1,841 2,117 -------- -------- $311,664 $237,645 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt .............. $ 2,649 $ 2,438 Accounts payable ............................... 20,786 22,276 Accrued liabilities ............................ 28,153 18,863 Income taxes payable ........................... 3,028 33 -------- -------- Total current liabilities ................... 54,616 43,610 LONG-TERM DEBT, net of current portion ............... 111,176 73,030 DEFERRED INCOME TAXES ................................ 20,363 15,673 COMMITMENTS AND CONTINGENCIES ........................ -- -- SHAREHOLDERS' EQUITY: Common stock, $.01 par value; 20,000,000 shares authorized; 13,288,626 and 12,959,932 issued and outstanding .......... 132 129 Additional paid-in capital ..................... 73,302 59,658 Retained earnings .............................. 52,075 45,545 -------- -------- Total shareholders' equity .................. 125,509 105,332 -------- -------- $311,664 $237,645 ======== ======== See accompanying notes to consolidated financial statements. 1 CONSOLIDATED GRAPHICS, INC. CONSOLIDATED INCOME STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED JUNE 30 ---------------------- 1998 1997 ------- ------- SALES ............................................ $85,100 $50,675 COST OF SALES .................................... 58,014 34,745 ------- ------- Gross profit .................................. 27,086 15,930 SELLING EXPENSES ................................. 8,291 4,931 GENERAL AND ADMINISTRATIVE EXPENSES .............. 6,619 3,880 ------- ------- Operating income .............................. 12,176 7,119 INTEREST EXPENSE ................................. 1,471 894 ------- ------- Pretax income ................................. 10,705 6,225 INCOME TAXES ..................................... 4,175 2,365 ------- ------- NET INCOME ....................................... $ 6,530 $ 3,860 ======= ======= BASIC EARNINGS PER SHARE ......................... $ .50 $ .31 ======= ======= DILUTED EARNINGS PER SHARE ....................... $ .48 $ .30 ======= ======= See accompanying notes to consolidated financial statements. 2 CONSOLIDATED GRAPHICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) THREE MONTHS ENDED JUNE 30 ---------------------- 1998 1997 --------- -------- OPERATING ACTIVITIES: Net income ............................................ $ 6,530 $ 3,860 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation and amortization ................... 3,573 2,046 Deferred tax provision .......................... 1,092 122 Changes in assets and liabilities, net of effects of acquisitions-- Accounts receivable .......................... 1,958 (3,509) Inventories .................................. (1,201) 2,669 Prepaid expenses ............................. (356) 261 Other assets ................................. 490 (341) Accounts payable and accrued liabilities ..... (1,377) 267 Income taxes payable ......................... 3,063 1,914 --------- -------- Net cash provided by operating activities .. 13,772 7,289 --------- -------- INVESTING ACTIVITIES: Acquisitions of businesses, net of cash acquired ....................................... (42,521) (7,633) Purchases of property and equipment ............. (6,054) (3,219) Proceeds from disposition of assets ............. 41 948 --------- -------- Net cash used in investing activities ...... (48,534) (9,904) --------- -------- FINANCING ACTIVITIES: Proceeds from revolving credit agreement ........ 106,483 49,865 Payments on revolving credit agreement .......... (70,588) (46,813) Payments on long-term debt ...................... (665) (671) Proceeds from exercise of stock options and other .......................................... 502 114 --------- -------- Net cash provided by financing activities .. 35,732 2,495 --------- -------- NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS ... 970 (120) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ...... 5,268 3,636 --------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ............ $ 6,238 $ 3,516 ========= ======== See accompanying notes to consolidated financial statements. 3 CONSOLIDATED GRAPHICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited consolidated financial statements include the accounts of Consolidated Graphics, Inc. and its wholly owned subsidiaries (the "Company"). All intercompany accounts and transactions have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles and the Securities and Exchange Commission's rules and regulations for reporting interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the accompanying unaudited consolidated financial statements have been included. Operating results for the three months ended June 30, 1998 are not necessarily indicative of future operating results. Balance sheet information as of March 31, 1998 has been derived from the 1998 annual audited consolidated financial statements of the Company. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K filed with the Securities and Exchange Commission in June 1998. Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding. For the three months ended June 30, 1998 and 1997, the basic weighted average shares outstanding were 13,051,965 and 12,454,675. Diluted earnings per share reflect net income divided by the weighted average number of common shares and include the dilutive effect of stock options outstanding. For the three months ended June 30, 1998 and 1997, the diluted weighted average number of common shares and stock options outstanding were 13,493,581 and 12,949,018. The consolidated statements of cash flows provide information about the sources and uses of cash and exclude the effects of non-cash transactions. Significant non-cash transactions primarily include the issuance of common stock and the issuance or assumption of debt in connection with the acquisition of certain printing businesses (see Note 3 Acquisitions). Additionally, equipment capital expenditures financed by the Company, totaling $3,050 for the three months ended June 30, 1998, and the effect of accounts payable totaling $3,306 and $2,300 as of June 30,1998 and 1997, related to the purchase of certain printing presses, have been eliminated from the accompanying consolidated statements of cash flows. The following is a summary of total cash paid for interest and income taxes (net of refunds). THREE MONTHS ENDED JUNE 30 ------------------------- CASH PAID (RECEIVED) FOR: 1998 1997 ------- ---- Interest ............................... $ 1,259 $800 Taxes (i) .............................. ($1,780) $208 (i) Reflects a federal tax refund of $1,800 pertaining to a tax benefit resulting from the exercise of employee stock options in fiscal 1998 and 1997. 2. LONG-TERM DEBT The following is a summary of the Company's long-term debt as of: JUNE 30, MARCH 31, 1998 1998 --------- -------- Revolving credit agreement ................ $ 90,777 $ 54,881 Term equipment notes ...................... 16,482 12,997 Other ..................................... 6,566 7,590 --------- -------- 113,825 75,468 Less current portion ...................... (2,649) (2,438) --------- -------- $ 111,176 $ 73,030 ========= ======== 4 CONSOLIDATED GRAPHICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) In June 1997, the Company entered into a $100 million revolving credit agreement (the "Credit Agreement") with a six-member banking group. The Credit Agreement, scheduled to mature on May 31, 2000, was increased on August 4, 1998, to $200 million and the maturity date was extended until July 31, 2001. Borrowings outstanding under the Credit Agreement are unsecured and accrue interest at a variable rate (an average of 6.3% per annum on June 30, 1998). The Company is also required to pay under the Credit Agreement a commitment fee on available but unused amounts ranging from .10% to .35% per annum. 3. ACQUISITIONS The Company completed the following acquisitions during the three months ended June 30, 1998: COMPANY PRIMARY MARKET DATE ------------------- -------------------------- ---------- Tursack, Inc. Philadelphia, Pennsylvania April 1998 Image Systems Milwaukee, Wisconsin May 1998 Printing, Inc. Wichita, Kansas June 1998 Graphic Communications San Diego, California June 1998 Wetzel Brothers Milwaukee, Wisconsin June 1998 To complete the aforementioned acquisitions, in the aggregate, the Company paid cash of $42,521 and issued 248,210 shares of its common stock valued at $12,962. Subsequent to June 30, 1998, the Company completed the acquisition of two printing businesses and signed non-binding letters of intent to acquire eight additional companies. 5 CONSOLIDATED GRAPHICS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THE FOLLOWING DISCUSSIONS CONTAIN FORWARD-LOOKING INFORMATION. READERS ARE CAUTIONED THAT SUCH INFORMATION INVOLVES RISKS AND UNCERTAINTIES, INCLUDING THOSE CREATED BY GENERAL MARKET CONDITIONS, COMPETITION AND THE POSSIBILITY THAT EVENTS MAY OCCUR WHICH LIMIT THE ABILITY OF THE COMPANY TO MAINTAIN OR IMPROVE ITS OPERATING RESULTS OR EXECUTE ITS PRIMARY GROWTH STRATEGY OF ACQUIRING ADDITIONAL PRINTING BUSINESSES. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD BE INACCURATE, AND THERE CAN THEREFORE BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN WILL PROVE TO BE ACCURATE. THE INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE COMPANY WILL BE ACHIEVED. GENERAL Consolidated Graphics, Inc. (the "Company"), headquartered in Houston, Texas, is one of the fastest growing commercial printing companies in the United States. As a leading printing industry consolidator and the largest sheetfed commercial printer in the United States, the Company has expanded its operations to include 38 printing companies nationwide as of July 31, 1998. Each printing business has an established operating history (ranging from 11-120 years), experienced management, solid customer relationships and a reputation for providing quality service and product. The Company's printing businesses sell to over 8,000 customers, including many major corporations, most of which are headquartered in the markets in which the Company operates. The Company's sales are derived from the production and sale of customized printed materials by its printing businesses. All of the printing businesses provide general commercial printing services relating to the production of annual reports, training manuals, product and capability brochures, direct mail pieces, catalogs and other promotional material, all of which tend to be recurring in nature. One operation also provides transaction-oriented financial printing services. Each printing business has its own sales, estimating, customer service, prepress, production, postpress and accounting departments. The Company's headquarters provides its printing businesses with certain administrative services, such as purchasing and human resources support, and maintains centralized risk management, treasury, investor relations and consolidated financial reporting activities. The Company's strategy is to generate growth in sales and profits through an aggressive acquisition program, coupled with internal growth and operational improvements at its existing businesses. The Company provides its acquired businesses cost savings through master purchasing arrangements, access to technology and capital, strategic counsel and a commitment to training through a unique, comprehensive management development program. As a result, operating income margins and efficiencies of newly acquired businesses, which may be lower than those being achieved by the Company's other businesses, typically improve as the Company's operational strategies are fully implemented. The Company's consolidated financial results in a given period may be affected by the timing and magnitude of acquisitions. The Company's consolidated operating income margins in the periods following a significant acquisition (or series of acquisitions) may be lower than historically reported consolidated margins depending upon the timing and extent to which an acquired business is able to adapt to and implement the Company's management practices. 6 RESULTS OF OPERATIONS The following table sets forth the Company's historical income statements and certain percentage relationships for the periods indicated: AS A PERCENTAGE OF SALES -------------- THREE MONTHS THREE MONTHS ENDED JUNE 30 ENDED JUNE 30 ------------- -------------- 1998 1997 1998 1997 ----- ----- ----- ----- (In millions) Sales ........................................ $85.1 $50.7 100.0% 100.0% Cost of sales ................................ 58.0 34.8 68.2 68.6 ----- ----- ----- ----- Gross profit ........................... 27.1 15.9 31.8 31.4 Selling expenses ............................. 8.3 4.9 9.7 9.7 General and administrative expenses .......... 6.6 3.9 7.8 7.7 ----- ----- ----- ----- Operating income ....................... 12.2 7.1 14.3 14.0 Interest expense ............................. 1.5 .9 1.7 1.7 ----- ----- ----- ----- Pretax income .......................... 10.7 6.2 12.6 12.3 Income taxes ................................. 4.2 2.3 4.9 4.7 ----- ----- ----- ----- Net income ............................. $ 6.5 $ 3.9 7.7% 7.6% ===== ===== ===== ===== Acquisitions in fiscal 1998 and 1999 are the primary causes of the increases in revenues and expenses since June 30, 1997. Each of the Company's acquisitions in fiscal 1998 and 1999 have been accounted for under the purchase method of accounting; accordingly, the Company's consolidated income statements reflect revenues and expenses of acquired businesses only for post-acquisition periods. The following table sets forth the Company's 1998 and 1999 acquisitions (collectively the "1998/99 Acquired Businesses") and indicates the period in which each business was acquired. FISCAL 1998 ACQUISITIONS: Tucker Printers April 1997 The Etheridge Company July 1997 Georges and Shapiro August 1997 Austin Printing September 1997 Geyer Printing October 1997 Superior Color Graphics October 1997 The Otto Companies October 1997 Walnut Circle Press November 1997 Columbia Color January 1998 StorterChilds Printing January 1998 Heath Printers January 1998 Fittje Bros. Printing February 1998 Courier Printing March 1998 FISCAL 1999 ACQUISITIONS: Tursack, Inc. April 1998 Image Systems May 1998 Printing, Inc. June 1998 Graphic Communications June 1998 Wetzel Brothers June 1998 For more information regarding the fiscal 1998 acquisitions, refer to "Notes to Consolidated Financial Statements" included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998. For more information regarding the fiscal 1999 acquisitions, refer to the accompanying "Notes to Consolidated Financial Statements" included elsewhere herein. 7 THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1997. Sales increased 68% to $85.1 million for the three months ended June 30, 1998, from $50.7 million for the three months ended June 30, 1997. This increase is due to the addition of the 1998/99 Acquired Businesses and internal growth at the Company's other businesses. The internal growth resulted primarily from the Company's ongoing capital investments in new equipment and technology, which has added production capacity at certain locations, and in some cases, expanded the range of services available to meet customer needs. Gross profit increased 70% to $27.1 million for the three months ended June 30, 1998, from $15.9 million for the three months ended June 30, 1997, primarily due to the addition of the 1998/99 Acquired Businesses. Gross profit as a percentage of sales increased to 31.8% for the three months ended June 30, 1998, from 31.4% in the corresponding period of the prior year. This improvement generally reflects increased operating efficiencies from investments in equipment and technology and cost savings generated by the Company's national purchasing advantages. Selling expenses increased 68% to $8.3 million for the three months ended June 30, 1998, from $4.9 million for the three months ended June 30,1997, due to the increased sales levels as discussed above. Selling expenses as a percentage of sales remained consistent at 9.7% when compared to the corresponding period of the prior year. General and administrative expenses increased 71% to $6.6 million for the three months ended June 30, 1998, from $3.9 million for the three months ended June 30,1997. This increase is due to the addition of the 1998/99 Acquired Businesses and an increase in the corporate infrastructure to manage the Company's accelerated acquisition program. General and administrative expenses as a percentage of sales increased slightly to 7.8% for the three months ended June 30, 1998, as compared to 7.7% in the corresponding period of the prior year. Interest expense increased to $1.5 million for the three months ended June 30, 1998, from $.9 million for the three months ended June 30,1997, primarily due to a net increase in borrowings under the Company's revolving credit facility to finance the cash portions of the purchase price of the 1998/99 Acquired Businesses. Effective income tax rates reflect an increase to 39% for the three months ended June 30, 1998, from 38% in the prior year due, to the Company's growth by acquisition into states with higher income tax rates than those states in which the Company previously operated. LIQUIDITY AND CAPITAL RESOURCES The Company's primary uses of cash are for capital expenditures, acquisitions and payments on long-term debt incurred to finance certain equipment purchases or assumed in connection with certain acquisitions. Cash utilized for capital expenditures, which relate primarily to the purchase of new equipment, was $6.1 million for the three months ended June 30, 1998. Cash utilized to complete acquisitions totaled $42.5 million for the three months ended June 30, 1998. Payments on long-term debt totaled $.7 million for the three months ended June 30, 1998. The Company financed its capital requirements through internally generated funds and borrowings under its revolving credit facility (see below). Cash flow generated from operations (net income plus depreciation, amortization, and deferred tax provision) was $11.2 million for the three months ended June 30, 1998. Net incremental borrowings under the revolving credit facility were $35.9 million and debt incurred directly to finance equipment purchases was $3.1 million for the three months ended June 30, 1998. In June 1997, the Company entered into a $100 million revolving credit agreement (the "Credit Agreement") with a six-member banking group. The Credit Agreement, scheduled to mature on May 31, 2000, was increased on August 4, 1998, to $200 million and the maturity date was extended to July 31, 2001. Borrowings outstanding under the Credit Agreement, which totaled $90.8 million at June 30, 1998, are unsecured and accrue interest at a variable rate (an average of 6.3% per annum on June 30, 1998). The Company is also required to pay a commitment fee on available but unused amounts under the Credit Agreement ranging from .10% to .35% per annum. The Company is subject to certain covenants and restrictions and must meet certain financial tests pursuant to and as defined in the Credit Agreement. The Company believes that these restrictions do not adversely affect its acquisition or operating strategies, and that it was in compliance with such financial tests and other covenants at June 30, 1998. 8 In 1996 the Company entered into an arrangement with Komori America Corporation (the "Komori Agreement"), pursuant to which the Company may, but is not obliged to, purchase up to $50 million of printing presses over its term. The Komori Agreement provides certain volume purchase incentives and long-term financing options. As of June 30, 1998, the Company was obligated on term notes related to the Komori Agreement totaling $15.1 million. These term notes provide a fixed monthly principal and interest payments through 2008 at an average interest rate of 7.7%, and are secured by the purchased presses. The Company is not subject to any significant financial covenants or restrictions in connection with these obligations. The Company's remaining debt obligations generally consist of mortgages, capital leases, promissory notes, an industrial revenue bond and two $5 million auxiliary revolving credit agreements, some of which contain financial covenants and restrictions. The most significant of these place certain restrictions on future borrowing and acquisitions above specified levels. The Company believes these restrictions do not adversely affect its acquisition and operating strategies. In May 1998, the Company agreed to purchase 12 new printing presses for an aggregate of $19 million, net of trade-in allowances, pursuant to the Komori Agreement. The Company expects to make additional equipment capital expenditures in fiscal 1999 using cash flow from operations and borrowings under the Credit Agreement. During the three months ended June 30, 1998, the Company acquired five printing businesses. To complete these acquisitions, in the aggregate, the Company issued 248,210 shares of its common stock and paid cash of $42.5 million. Subsequent to June 30, 1998, the Company completed the acquisition of two printing businesses and signed non-binding letters of intent to acquire eight additional companies. The Company intends to continue to actively pursue acquisition opportunities, utilizing cash flow from operations, borrowings under the Credit Agreement or the issuance of it's common stock. There can be no assurance that the Company will be able to acquire additional businesses on acceptable terms in the future. In addition, there can be no assurance that the Company will be able to establish, maintain or increase the profitability of an acquired business. YEAR 2000 COMPLIANCE The Company has made a preliminary assessment of the impact of "Year 2000" issues related to its operational and financial computer systems. While additional review is required, the Company believes that the substantial majority of its operating and financial software has, or will have in the near future, versions which are "Year 2000" compliant that the Company can implement without significant impact on its consolidated financial position or consolidated results of operations. RECENT ACCOUNTING PRONOUNCEMENTS During the first quarter of fiscal 1999, the Company was required to adopt Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which requires that all changes in the Company's equity during the reporting period, including all net income and charges directly to equity that are excluded from net income, be presented in the Company's consolidated financial statements. SFAS No. 130 does not have a material effect on the Company's consolidated financial position or consolidated results of operations. 9 CONSOLIDATED GRAPHICS, INC. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time the Company is involved in litigation relating to claims arising in the normal course of business. The Company maintains insurance coverage against potential claims in an amount that it believes to be adequate. Currently, the Company is not aware of any legal proceedings or claims pending against the Company that management believes will have a material adverse effect on its consolidated financial position or consolidated results of operations. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS During the three months ended June 30,1998, the Company issued 248,210 shares of its common stock valued at approximately $13.0 million to certain shareholders of Printing, Inc., Graphics Communications, Inc. and Wetzel Brothers, Inc. as partial consideration in connection with the acquisition thereof, and also issued 13,334 shares pursuant to an earnout agreement entered into in connection with a prior year acquisition. The issuance of such common stock was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as a transaction by the issuer not involving a public offering. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 29, 1998, the Company held its Annual Meeting of Shareholders. The following items were submitted to a vote of shareholders through the solicitation of proxies: (a) ELECTION OF DIRECTORS The following persons were elected to serve on the Board of Directors until the 1999 annual meeting of shareholders or until their successors have been duly elected and qualified. The Directors received the votes set forth opposite their respective names: NAME FOR AGAINST ABSTENTIONS ---- --- ------- ----------- Joe R. Davis....................... 12,272,204 63,486 0 Larry J. Alexander................. 12,272,204 63,486 0 Brady F. Carruth................... 12,272,204 63,486 0 Clarence C. Comer.................. 12,272,204 63,486 0 Gary L. Forbes..................... 12,272,204 63,486 0 W. D. Hawkins...................... 12,272,204 63,486 0 James H. Limmer.................... 12,272,204 63,486 0 Thomas E. Smith.................... 12,272,204 63,486 0 Hugh N. West....................... 12,272,204 63,486 0 (b) The shareholders of the Company were requested to approve an amendment to the Company's Restated Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 100,000,000. Such amendment was approved by the shareholders, who voted 10,199,174 in favor and 2,131,110 against, with 5,406 who abstained or withheld authority to vote. (c) The shareholders of the Company were requested to approve the Second Amendment to the Consolidated Graphics, Inc. Long-Term Incentive Plan (the "Incentive Plan") and the related reservation of an additional 1,500,000 shares of the Company's common stock to be available for issuance as provided for under the Incentive Plan. Such amendment was approved by the shareholders, who voted 7,942,725 in favor and 2,764,190 against, with 1,628,775 who abstained or withheld authority to vote. ITEM 5. OTHER INFORMATION None 10 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS 3.1 Articles of Amendment to the Restated Articles of Incorporation of the Company dated as of July 29, 1998. 10.1 First Amendment to the Revolving Credit Agreement among Consolidated Graphics, Inc. and Chase Bank of Texas as Agent and BankOne of Texas, NA as Co-Agent, dated as of August 4, 1998. 27 Edgar financial data schedules. (B) REPORTS ON FORM 8-K: (1) Form 8-K, filed April 3, 1998 in connection with the press release announcing the signing of a letter of intent to acquire Pride Printers, Inc. (2) Form 8-K, filed April 10, 1998 in connection with the press release announcing the completion of the acquisition of Tursack Incorporated. (3) Form 8-K, filed April 24, 1998 in connection with the press release announcing the signing of a letter of intent to acquire Paragraphics, Inc. (4) Form 8-K, filed May 1, 1998 in connection with the press release announcing the Company's fiscal 1998 fourth quarter results. (5) Form 8-K, filed May 12, 1998 in connection with the press release announcing the completion of the acquisition of Image Systems, Inc. (6) Form 8-K, filed May 28, 1998 in connection with the press releases announcing the signing of a letter of intent to acquire Ironwood Lithographers, Inc. (7) Form 8-K, filed June 12, 1998 in connection with the press releases announcing the completion of the acquisition of Printing , Inc and the signing of a letter of intent to acquire Lincoln Printing, Inc. (8) Form 8-K, filed June 19, 1998 in connection with the press release announcing the acquisition of Wetzel Brothers, Inc. (9) Form 8-K, filed June 24, 1998 in connection with the press release announcing the completion of the acquisition of Graphic Communications, Inc. (10) Form 8-K, filed July 2, 1998 in connection with the press release announcing the signing of a letter of intent to acquire Automated Graphic Systems, Inc. (11) Form 8-K, filed July 9, 1998 in connection with the press releases announcing the completion of the acquisition of Paragraphics, Inc. and the signing of a letter of intent to acquire Rush Press and Arts & Crafts Press. (12) Form 8-K, filed July 21, 1998 in connection with the press release announcing the completion of the acquisition of Pride Printers, Inc. (13) Form 8-K, filed July 29, 1998 in connection with the press release announcing the Company's fiscal 1999 first quarter results and the increase of the Company's revolving credit facility to $200 million. (14) Form 8-K, filed July 31, 1998 in connection with the press release announcing the signing of a letter to acquire four independent, commercial printing companies. 11 SIGNATURES 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, THEREUNTO DULY AUTHORIZED. CONSOLIDATED GRAPHICS, INC. (Registrant) Dated: August 14, 1998 BY:/S/RANDALL D. KEYS Randall D. Keys Vice President -- Finance, Chief Financial and Accounting Officer 12 EX-3.1 2 EXHIBIT 3.1 ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF CONSOLIDATED GRAPHICS, INC. Pursuant to the provision of Article 4.04 of the Texas Business Corporation Act, Consolidated Graphics, Inc., a Texas corporation (the "Corporation"), adopts the following amendment to the Restated Articles of Incorporation of the Corporation: FIRST The name of the Corporation is Consolidated Graphics, Inc. SECOND The following amendment to the Restated Articles of Incorporation was adopted by the shareholders of the Corporation on July 29, 1998. The first paragraph of ARTICLE IV of the Corporation's Restated Articles of Incorporation is deleted in its entirety and replaced with the following: The aggregate number of shares which the corporation shall have authority to issue is 105,000,000 shares, of which 100,000,000 shares are classified as Common Stock, par value of $.01 per share ("Common Stock"), and 5,000,000 shares are classified as Preferred Stock, par value $1.00 per share ("Preferred Stock"). THIRD The number of shares of the Corporation outstanding and entitled to vote at the time of the foregoing amendment was 13,213,058 shares; and the number of shares voted was 12,335,690. The designation and number of outstanding shares of each class or series entitled to vote thereon as a class were as follows: CLASS OR SERIES NUMBER OF SHARES OUTSTANDING AND ENTITLED TO VOTE --------------- ---------------------------- Common 13,213,058 FOURTH The holders of 10,199,174 shares, at least two-thirds of the issued and outstanding shares of the Corporation, entitled to vote on the foregoing amendment approved and adopted such amendment, and the holders of 2,131,110 shares entitled to vote on the foregoing amendment voted against such amendment. CONSOLIDATED GRAPHICS, INC. By:/s/ G. CHRISTOPHER COLVILLE G. Christopher Colville, Executive Vice President - Mergers & Acquisitions EX-10.1 3 EXHIBIT 10.1 AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT") is made and entered into as of August 4, 1998 by and among CONSOLIDATED GRAPHICS, INC., a Texas corporation (the "BORROWER"); each of the Lenders which is or may from time to time become a party to the Loan Agreement (as defined below) (individually, a "LENDER" and, collectively, the "LENDERS"), BANKONE, TEXAS, N.A., as Co-Agent, COMERICA BANK-TEXAS, as Co-Agent, FIRST UNION NATIONAL BANK, as Co-Agent, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association (previously known as Texas Commerce Bank National Association), acting as agent for the Lenders (in such capacity, together with its successors in such capacity, the "AGENT"). RECITALS A. The Borrower, the Lenders and the Agent executed and delivered that certain Loan Agreement dated as of June 4, 1997. Said Loan Agreement, as amended, supplemented and restated, is herein called the "LOAN AGREEMENT". Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Loan Agreement. B. The Borrower, the Lenders and the Agent desire to amend the Loan Agreement in certain respects. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Agent do hereby agree as follows: SECTION 1. AMENDMENTS TO LOAN AGREEMENT. (a) The references to "$100,000,000" in the Loan Agreement (other than the reference in SECTION 8.9(B)(III)) are hereby amended to read "$200,000,000." The $200,000,000 Revolving Loan Commitment shall be allocated to the Lenders as set forth opposite their respective signatures hereto. (b) The definition of "Revolving Loan Maturity Date" set forth in SECTION 1.1 of the Loan Agreement is hereby amended to read in its entirety as follows: REVOLVING LOAN MATURITY DATE means the maturity of the Notes, July 31, 2001. Upon written request from Borrower at any time after January 31, 2001 but prior to April 30, 2001 (and thereafter annually within the same three month period), Agent shall make request on the Lenders for approval to a one (1) year extension of the Revolving Loan Maturity Date; PROVIDED, HOWEVER, that no such extension shall be effective without the unanimous written 1 consent of the Lenders, which may be given or denied in their sole discretion, with or without cause. (c) A new SECTION 6.18 is hereby added to the Loan Agreement, such new Section reading in its entirety as follows: 6.18 YEAR 2000. Any reprogramming required to permit the proper functioning, in and following the year 2000, of the Borrower's and any of its Subsidiaries' (excluding Subsidiaries acquired on or after August 1, 1998) (i) computer systems and (ii) equipment containing embedded microchips and the testing of all such systems and equipment will be completed by September 1, 1999. The cost to the Borrower and its Subsidiaries of such reprogramming and testing and of reasonably foreseeable consequences of year 2000 to the Borrower and its Subsidiaries (including, without limitation, reprogramming errors and failure of others' systems or equipment) will not result in an Event of Default or a Material Adverse Effect. The computer and/or accounting systems of the Borrower and its Subsidiaries are and, with ordinary course upgrading and maintenance, will continue for the term of this Agreement to be, sufficient to permit the Borrower and its Subsidiaries to conduct their business without Material Adverse Effect. (d) SECTION 7.8(E) of the Loan Agreement is hereby amended to read in its entirety as follows: (e) if Borrower creates, incurs, suffers or permits any Indebtedness after the Effective Date in accordance with SECTION 8.1(VI) hereof, and such Indebtedness contains terms and conditions which are more restrictive upon Borrower than the terms and conditions provided herein, Borrower shall promptly provide a copy of the more restrictive terms and conditions to Agent and Lenders along with such other information as Agent may reasonably request in order to understand such restrictive terms and conditions. (e) SECTION 8.1 of the Loan Agreement is hereby amended to read in its entirety as follows: 8.1 BORROWED MONEY INDEBTEDNESS. Create, incur, suffer or permit to exist, or assume or guarantee, directly or indirectly, or become or remain liable with respect to any Borrowed Money Indebtedness, whether direct, indirect, absolute, contingent or otherwise, except the following: (i) Indebtedness under this Agreement and the other Loan Documents and Indebtedness secured by Liens permitted by SECTION 8.2 hereof; (ii) the liabilities existing on the date of this Agreement and disclosed in the financial statements delivered on or prior to the Effective Date pursuant to SECTION 6.2 hereof and set forth on SCHEDULE 8.1, and all renewals, extensions 2 and replacements (but not increases other than increases of the Indebtedness permitted under SECTION 8.2(IX) hereof, which shall be subject to the maximum permitted outstanding amounts set forth in SECTION 8.2(IX)) of any of the foregoing; (iii) the Interest Rate Risk Indebtedness; (iv) current liabilities incurred in the ordinary course of business; (v) so long as no Event of Default has occurred which is continuing (or would result as a result of the applicable additional Indebtedness), pre-existing Indebtedness (excluding any Indebtedness incurred at the instigation of Borrower in contemplation of the acquisition of such Subsidiary or business) of any Subsidiary or business acquired after June 30, 1998; provided, however, that such Indebtedness must be discharged within five (5) days after the closing of such acquisition and in any event prior to or concurrently with the next borrowing hereunder after the closing of such acquisition; (vi) so long as no Event of Default has occurred which is continuing (or would result as a result of the applicable additional Indebtedness), other unsecured Indebtedness of Borrower or its Subsidiaries; PROVIDED, HOWEVER, that the Indebtedness permitted under SECTION 8.1(vi) hereof shall be on terms and conditions no more restrictive upon Borrower than the terms and conditions provided for herein unless Borrower has provided prompt notice thereof in accordance with SECTION 7.8(E), and (A) such more restrictive terms and conditions have been incorporated into this Agreement by amendment, or (B) the Borrower shall have delivered and shall continue to deliver to the Agent and the Lenders a Compliance Certificate modified to incorporate such more restrictive covenants. (f) SECTION 8.2(IX) of the Loan Agreement is hereby amended to read in its entirety as follows: (ix) Liens disclosed to the Lenders in the financial statements delivered on or prior to the Effective Date and set forth on SCHEDULE 8.2 and other Liens created after the Effective Date; PROVIDED, HOWEVER, that the aggregate book value of the Property subject to the Liens permitted under this CLAUSE (IX) shall not exceed 200% of the aggregate amount of the Borrowed Money Indebtedness permitted to be secured by such Liens and PROVIDED FURTHER, HOWEVER, that the aggregate Borrowed Money Indebtedness secured by the Liens permitted under this CLAUSE (IX) shall not exceed $30,000,000; 3 (g) SECTION 8.2(X) of the Loan Agreement is hereby amended to read in its entirety as follows: (x) pre-existing Liens securing pre-existing Borrowed Money Indebtedness covering tangible Property (other than Inventory, except for Liens on Inventory securing Indebtedness permitted under SECTION 8.1(V) hereof which are discharged within five (5) days after the closing of the applicable acquisition) of Subsidiaries or businesses acquired after December 31, 1996 (provided, however, that no such Liens were created and no such Borrowed Money Indebtedness was incurred at the instigation of Borrower in contemplation of the acquisition of such Subsidiary or business); and (h) SECTION 8.2(XI) of the Loan Agreement is hereby deleted in its entirety and CLAUSE (XII) of SECTION 8.2 is hereby restyled as "CLAUSE (XI)". (i) SECTION 8.3 of the Loan Agreement is hereby amended to read in its entirety as follows: 8.3 CONTINGENT LIABILITIES. Directly or indirectly guarantee the performance or payment of, or purchase or agree to purchase, or assume or contingently agree to become or be secondarily liable in respect of, any obligation or liability of any other Person (other than Subsidiaries) except for (a) the endorsement of checks or other negotiable instruments in the ordinary course of business; (b) obligations disclosed to Agent in the financial statements for the fiscal year ended March 31, 1998 previously delivered pursuant to SECTION 7.2 hereof (but not increases of such obligations after March 31, 1998), (c) those liabilities permitted under SECTION 8.1 hereof; (d) earnouts incurred in connection with acquisitions, and (e) any such pre-existing liability of a Subsidiary of Borrower or a business which is acquired after the date hereof provided that (i) neither Borrower nor any Subsidiary of Borrower (other than such acquired Subsidiary or the Subsidiary of Borrower acquiring such business) shall be liable with respect to such liability, (ii) such liability was not incurred at the instigation of Borrower in contemplation of the acquisition of such Subsidiary or business and (iii) no Event of Default has occurred which is continuing (or would result as a result of the applicable acquisition). SECTION 2. RATIFICATION. Except as expressly amended by this Amendment, the Loan Agreement and the other Loan Documents shall remain in full force and effect. None of the rights, title and interests existing and to exist under the Loan Agreement are hereby released, diminished or impaired, and the Borrower hereby reaffirms all covenants, representations and warranties in the Loan Agreement. SECTION 3. EXPENSES. The Borrower shall pay to the Agent all reasonable fees and expenses of its respective legal counsel (pursuant to Section 11.3 of the Loan Agreement) incurred in connection with the execution of this Amendment. 4 SECTION 4. CERTIFICATIONS. The Borrower hereby certifies that (a) no material adverse change in the assets, liabilities, financial condition, business or affairs of the Borrower has occurred since March 31, 1998, and (b) no uncured Default or uncured Event of Default has occurred and is continuing or will occur as a result of this Amendment. SECTION 5. MISCELLANEOUS. This Amendment (a) shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Agent and their respective successors, assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the required parties; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement and (e) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. The headings herein shall be accorded no significance in interpreting this Amendment. NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SS.26.02 THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY 5 IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first above written. CONSOLIDATED GRAPHICS, INC, a Texas corporation By:/s/ JOE R. DAVIS Name: Joe R. Davis Title: Chairman and Chief Executive Officer 6 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Agent and as a Lender By:/s/ MARY C. ARNOLD Name: Mary C. Arnold Title: Vice President Revolving Loan Commitment: $30,000,000 7 BANKONE, TEXAS, N.A., as Co-Agent and as a Lender By:/s/ JOHN E. ELAM Name: John E. Elam Title: Vice President Revolving Loan Commitment: $30,000,000 8 COMERICA BANK-TEXAS, as Co-Agent and as a Lender By:/s/ ERIC LUNDQUIST Name: Eric Lundquist Title: Vice President Revolving Loan Commitment: $30,000,000 9 FIRST UNION NATIONAL BANK, as Co-Agent and as a Lender By:/s/ GEORGE WOOLSEY Name: George Woolsey Title:_____________________________ Revolving Loan Commitment: $30,000,000 10 CIBC, INC. By:/s/ KATHERINE BASS Name: Katherine Bass Title: Executive Director CIBC Oppenheimer Corp., AS AGENT Revolving Loan Commitment: $15,000,000 11 BANK OF TOKYO-MITSUBISHI, LTD. By:/s/ JOHN W. MCGHEE Name: John W. McGhee Title: Vice President and Manager Revolving Loan Commitment: $15,000,000 12 NATIONSBANK, N.A. By:/s/ WILLIAM T. GRIFFIN Name: William T. Griffin Title: Vice President Revolving Loan Commitment: $20,000,000 13 SUNTRUST BANK, ATLANTA By:/s/ STEVEN J. NEWBY Name: Steven J. Newby Title: Corporate Banking Officer By:/s/ JOHN A. FIELDS, JR. Name: John A. Fields, Jr. Title: Vice President Revolving Loan Commitment: $15,000,000 14 CREDIT LYONNAIS NEW YORK BRANCH By:/s/ ROBERT IVOSEVICH Name: Robert Ivosevich Title: Senior Vice President Revolving Loan Commitment: $15,000,000 15 The undersigned hereby join in this Amendment to evidence their consent to execution by Borrower of this Amendment, to confirm that each Loan Document now or previously executed by the undersigned applies and shall continue to apply to the Loan Agreement, as amended hereby, to acknowledge that without such consent and confirmation, Lenders would not execute this Amendment and to join in the notice pursuant to Tex. Bus. & Comm. Code ss.26.02 set forth above. CONSOLIDATED GRAPHICS, INC., a Texas corporation, PRECISION LITHO, INC., a Texas corporation, CHAS. P. YOUNG COMPANY, a Texas corporation, THE JARVIS PRESS, INC., a Texas corporation, CONSOLIDATED GRAPHICS PROPERTIES II, INC., a Texas corporation, GARNER PUBLISHING COMPANY, an Iowa corporation, EMERALD CITY GRAPHICS, INC., a Washington corporation, WESTERN LITHOGRAPH COMPANY, a Texas corporation, FREDERIC PRINTING COMPANY, a Colorado corporation, DIRECT COLOR, INC., a California corporation, GULF PRINTING COMPANY, a Texas corporation, CLEARVISIONS, INC., a Texas corporation, 16 BRIDGETOWN PRINTING CO., a Texas corporation, TEWELL WARREN PRINTING COMPANY, a Texas corporation, CONSOLIDATED EAGLE PRESS, INC., a Texas corporation, HERITAGE GRAPHICS, INC., a Texas corporation, TUCKER PRINTERS, INC., a Texas corporation, GEYER PRINTING COMPANY, INC., a Pennsylvania corporation, THE JOHN C. OTTO COMPANY, INC., a Massachusetts corporation, COURIER PRINTING COMPANY, a Tennessee corporation By:/s/ JOE R. DAVIS Name: Joe R. Davis Title: Chairman and Chief Executive Officer 17 EX-27 4
5 THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998. 1,000 3-MOS MAR-31-1999 JUN-30-1998 6,238 0 67,019 (1,711) 20,094 94,513 200,016 (27,666) 311,664 54,616 0 0 0 132 125,377 311,664 85,100 85,100 58,014 58,014 14,910 0 1,471 10,705 4,175 6,530 0 0 0 6,530 .50 .48
-----END PRIVACY-ENHANCED MESSAGE-----