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):  JULY 27, 2005

CONSOLIDATED GRAPHICS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

TEXAS	001-12631	76-0190827
(STATE OR OTHER JURISDICTION	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER
OF INCORPORATION)		IDENTIFICATION NO.)
5858 WESTHEIMER, SUITE 200
HOUSTON, TEXAS 77057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 787-0977

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 (see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       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 July 27, 2005, the Company announced its fiscal 2006 first quarter results.  A copy of the press release is attached hereto as Exhibit 99.1.  The attached press release may contain forward-looking information.  Readers are cautioned that such information involves known and unknown risks, uncertainties and other factors that could cause actual results to materially differ from the results, performance or other expectations 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 Company’s financial results for the first quarter ended June 30, 2005.  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.

During today’s conference call, management’s discussion of the Company’s financial results may include references to certain non-GAAP financial measures.  Generally, a non-GAAP financial measure is a numerical measure of a company’s 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, or 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 EBITDA as our net income (loss) plus the cumulative effect of accounting change net of tax, provision for income taxes, net interest expense, goodwill impairment charges and depreciation and amortization expense.  The Company uses EBITDA both as a liquidity and performance measure when evaluating its business and operations. We believe EBITDA may be useful to an investor in evaluating our liquidity and/or operating performance because:

•it is widely used by investors in our industry to measure a company’s operating performance without regard to items such as interest, depreciation and amortization expenses, which can vary substantially from company to company depending upon

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accounting policies and book value of assets, capital structure and the method by which assets were acquired;

•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 from our outstanding debt) and asset base (primarily depreciation and amortization expense and goodwill impairment charges) from our operating results; and

•it helps investors to assess compliance with financial ratios and covenants included in our primary bank facility.

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. EBITDA does not fully consider the impact of investing or financing transactions as it specifically excludes depreciation and interest expense, as well as amortization and impairment of intangible assets, including goodwill, which should also be considered in the overall evaluation of the Company’s results and liquidity.

	Fiscal					Fiscal 2005				Fiscal 2006
($MM)	2002	2003		2004	2005	Q1	Q2	Q3	Q4	Q1
Net Income (loss)	16.7	(87.3	)	19.9	32.7	6.8	7.6	9.7	8.5	8.7
Accounting change	—	74.3		—	—	—	—	—	—	—
Income taxes	11.1	4.3		12.8	19.0	4.3	4.7	5.4	4.8	5.3
Interest expense, net	15.2	10.2		7.2	5.1	1.4	1.4	1.1	1.2	1.4
Goodwill impairment	—	38.0		—	—	—	—	—	—	—
Depreciation and amortization	41.3	37.4		35.8	42.1	9.4	10.3	12.3	10.1	10.5
EBITDA	84.3	76.9		75.7	98.9	21.9	24.0	28.5	24.6	25.9

The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures for property and equipment, including capital expenditures which are directly financed, 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.

	Fiscal				Fiscal 2005				Fiscal 2006
($MM)	2002	2003	2004	2005	Q1	Q2	Q3	Q4	Q1
Net cash provided by operating activities	69.7	95.3	79.2	75.2	8.0	21.6	22.3	23.3	16.2
Capital expenditures*	22.1	21.2	19.8	28.8	6.1	5.0	9.3	8.4	3.9
Proceeds from asset dispositions	2.1	1.1	2.3	1.8	0.2	0.4	0.9	0.3	0.8
Free Cash Flow	49.7	75.2	61.7	48.2	2.1	17.0	13.9	15.2	13.1

* Capital expenditures for property, plant and equipment, including capital expenditures which are directly financed

The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by Sales.  We define Adjusted Operating Income as Operating Income plus intangible asset amortization and impairment.  Adjusted Operating Income is an important performance measure

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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 removing the impact of intangible asset amortization/impairment from the portion of our asset base resulting solely from our acquisition transactions.

	Fiscal								Fiscal 2005								Fiscal 2006
($MM)	2002		2003		2004		2005		Q1		Q2		Q3		Q4		Q1
Sales	643.9		710.3		708.1		779.0		181.5		191.1		208.6		197.7		209.9
Operating income	42.9		1.4		39.9		56.8		12.5		13.6		16.2		14.5		15.4
Goodwill impairment	—		38.0		—		—		—		—		—		—		—
Goodwill/other intangible asset amortization	5.4		—		—		—		—		—		—		—		0.2
Adjusted operating income	48.3		39.4		39.9		56.8		12.5		13.6		16.2		14.5		15.6
Adjusted operating margin	7.5	%	5.6	%	5.6	%	7.3	%	6.9	%	7.1	%	7.8	%	7.4	%	7.4	%

ITEM — 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

The following exhibit is filed herewith:

99.1 Press release of the Company dated July 27, 2005, related to the announcement of the Company’s fiscal 2006 first quarter results.

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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/G. Christopher Colville
	G. Christopher Colville
	Executive Vice President,
	Chief Financial and Accounting
	Officer And Secretary
Date: July 27, 2005

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EX-99.1

EXHIBIT 99.1

FOR:	Consolidated Graphics, Inc.
CONTACT:	G. Christopher Colville
	Executive Vice President/
	Chief Financial Officer
	Consolidated Graphics, Inc.
	(713) 787-0977
For Immediate Release
	Christine Mohrmann/Eric Boyriven
	Financial Dynamics
	(212) 850-5600

CONSOLIDATED GRAPHICS REPORTS FIRST QUARTER 2006 FINANCIAL RESULTS

– Achieves Record Revenue of $210 Million –

– Reports Diluted Earnings Per Share of $.61 vs. $.48 in Prior Year –

– Projects Second Quarter Diluted Earnings Per Share of $.62 vs. $.53 in Prior Year –

HOUSTON, TEXAS – July 27, 2005 – Consolidated Graphics, Inc. (NYSE: CGX) today announced financial results for its first quarter ended June 30, 2005.

Revenue for the June quarter was a record $209.9 million, up 16% compared to a year ago.  Net income for the June quarter was $8.7 million, or $.61 per diluted share, representing increases of 28% and 27% compared to net income of $6.8 million and $.48 per diluted share reported for the June 30, 2004 quarter.

“We are very pleased to report results that were in-line with our expectations for the quarter,” commented Joe R. Davis, Chairman and Chief Executive Officer.  “This is the first full quarter following our Kelmscott acquisition in March 2005, which contributed not only to our record top-line performance, but to our bottom-line performance as well.  We were confident that the seven operating companies we acquired in connection with this transaction would perform well – growing our revenues and earnings while not diluting our operating margins – and are pleased with their results.”

Mr. Davis added, “The results from the remainder of our operations were also very good, reflecting our ability to leverage our power of scale.  In particular, national sales and cross selling results showed continued strong growth, as our national reach and comprehensive printing and print-related capabilities are helping us win new national accounts and capture incremental revenue opportunities.”

Mr. Davis concluded, “We remain very confident in our ability to capitalize on our industry-leading market position and financial strength to generate long term growth in sales and profits.  For the second quarter, we project revenues to be $213 million, an 11% increase from the prior year overall and a 14% increase excluding election-related revenues in the prior year.  Diluted earnings per share are projected at $.62, an increase of 17% over the prior year.”

Consolidated Graphics will host a conference call today, July 27, 2005, at 11:00 a.m. Eastern Time, to discuss its first quarter ended June 30, 2005 results.  The conference call will be simultaneously broadcast live over the Internet.  Listeners may access the live Web cast at the Company’s homepage, www.cgx.com.

Consolidated Graphics, Inc. is one of the nation’s leading commercial sheetfed, web and digital printing companies.  Through its network of printing companies in 25 states, the Company produces high-quality customized printed materials for a broad customer base that includes many of the most recognized companies in the country.  Consolidated Graphics also offers an extensive and growing range of digital and Internet-based services and solutions marketed through CGXSolutions.  Consolidated Graphics is focused on adding value to its operating companies by providing financial and operational strengths, management support and technological advantages associated with a national organization. For more information, visit the Company’s Web site at www.cgx.com.

(Table to follow)

CONSOLIDATED GRAPHICS, INC.

Consolidated Income Statement

(In thousands, except per share amounts)

	For the Quarter Ended June 30,
	2005		2004
Sales	$	209,915	$	181,529
Cost of Sales	158,112		136,657
Gross Profit	51,803		44,872
Selling Expense	22,030		19,521
General and Administrative Expense	14,359		12,848
Operating Income	15,414		12,503
Interest Expense, net	1,364		1,407
Income before Taxes	14,050		11,096
Income Taxes	5,321		4,272
Net Income	$	8,729	$	6,824
Earnings Per Share
Basic	$	.63	$	.50
Diluted	$	.61	$	.48
Weighted Average Shares Outstanding
Basic	13,767		13,584
Diluted	14,273		14,230

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