Attached files

file filename
8-K - 8-K - CONSOLIDATED GRAPHICS INC /TX/a12-4394_18k.htm

Exhibit 99.1

 

 

FOR:

 

Consolidated Graphics, Inc.

 

 

 

 

 

CONTACT:

 

Jon C. Biro

 

 

 

Executive Vice President/

 

 

 

Chief Financial Officer

 

 

 

Consolidated Graphics, Inc.

 

 

 

(713) 787-0977

 

 

 

 

 

 

 

Christine Mohrmann/Alexandra Tramont

 

 

 

FTI Consulting, Inc.

 

 

 

(212) 850-5600

 

CONSOLIDATED GRAPHICS REPORTS FINANCIAL RESULTS FOR THE

QUARTER ENDED DECEMBER 2011 AND ADDITIONAL $70 MILLION STOCK REPURCHASE AUTHORIZATION

 

HOUSTON, TEXAS — February 7, 2012 — Consolidated Graphics, Inc. (NYSE: CGX) today announced financial results for the quarter ended December 31, 2011.

 

Revenue for the December quarter was $283.9 million, a $15.2 million or 5.1% decrease compared to the prior year quarter.  The decline in revenue compared to the prior year quarter was due to an expected $11.3 million decline in election-related business, a 3.5% decline in same-store sales, partially offset by sales growth related to acquisitions.  Adjusted Operating Income for the December 2011 quarter was $20.6 million or 7.2% of revenue, compared to $30.2 million or 10.1% of revenue last year.  Adjusted Net Income was $12.6 million, or $1.21 per diluted share for the quarter, compared to Adjusted Net Income of $18.7 million or $1.60 per diluted share for the prior year quarter.

 

Operating income, which included a $2.0 million goodwill impairment charge, was $17.6 million for the December 2011 quarter. Operating income for the prior year quarter was $28.2 million and included impairment charges of $1.0 million. Net income for the December 2011 quarter was $10.8 million or $1.04 diluted earnings per share, compared to $17.6 million or $1.50 diluted earnings per share last year.

 

Joe R. Davis, Chairman and Chief Executive Officer of Consolidated Graphics, commented, “Our financial performance in the current quarter was impacted by expected lower election-related business and lower than anticipated seasonal sales of both custom photo products and sales into the  insurance industry. The lower sales into the insurance industry primarily related to one customer. We anticipate that the decline in business from this customer will be temporary. During the quarter, we also had non-recurring start-up expenses related to launching new hardware and platform software for certain customers, that adversely impacted the bottom line.”

 

Mr. Davis, continued, “Our recent investments in technology, such as our WorkSmart Suite™ products are being well received by our customers and will continue to provide long-term profitable growth. We continue to differentiate our customer offerings through investments in state-of-the-art technology, printing, and fulfillment solutions. Supported by our strong balance sheet, we believe these actions will continue to drive growth over the long-term and further enhance our competitive position.”

 



 

Mr. Davis concluded, “ Due to the seasonal nature of sales into the custom photo product and the insurance markets, we are optimistic that we will achieve year-over-year same-store sales growth in the March 2012 quarter. Based on current market conditions, we expect the March quarter’s revenue to be in the range of $265 - $275 million which assumes year-over-year same-store sales growth of up to 5%.”

 

Share Repurchase Program Update

 

During the quarter, the Company purchased 239,456 shares of its common stock for $11.0 million pursuant to a share repurchase program authorizing the Company to purchase up to an aggregate of $100 million of the Company’s common shares.  Since beginning the share repurchase program in November 2010, the Company has purchased 1,531,549 shares of its common stock (13.0% of shares outstanding) for $69.1 million. As of December 31, 2011, the Company had 10,242,578 common shares outstanding.

 

Additional Share Repurchase Authorization

 

On February 6, 2012, the Board of Directors amended the share repurchase program by increasing the authorization to purchase the Company’s common shares from $100 million to $170 million.  Additionally, the expiration of the program was extended to September 30, 2013. The amended share repurchase program enables the Company to repurchase shares of its common stock in open-market purchases as well as privately negotiated transactions, pursuant to applicable securities regulations, and subject to the terms of our bank facilities, market conditions and other factors. The Board of Directors may modify, suspend, extend or terminate the program at any time. Remaining authorization under the amended share repurchase program at February 6, 2012 was $100.5 million.

 

A reconciliation of the non-GAAP financial measures, Adjusted EBITDA, Free Cash Flow, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income and Adjusted Diluted Earnings Per Share to the most directly comparable GAAP financial measures are included in the attached tables and in the related Current Report on Form 8-K filed with the Securities and Exchange Commission. The Form 8-K also includes the basis for management’s use of these non-GAAP financial measures.

 

Consolidated Graphics, Inc. will host a conference call tomorrow, Wednesday, February 8, 2012, at 11:00 a.m. Eastern Time, to discuss its third quarter fiscal 2012 results. The conference call will be simultaneously broadcast live over the Internet on our website (www.cgx.com) and a subsequent archive of such call will also be available on our website.

 

Consolidated Graphics, Inc. (CGX), headquartered in Houston, Texas, is one of North America’s leading general commercial printing companies. With 70 printing businesses strategically located across 27 states, Toronto, and Prague, and a presence in Asia, CGX offers an unmatched geographic footprint, unsurpassed capabilities, and unparalleled levels of convenience, efficiency and service. With locations in or near virtually every major U.S. market, CGX provides the service and responsiveness of a local printer enhanced by the economic, geographic and technological advantages of a large national organization.

 

Consolidated Graphics’ vast and technologically advanced sheetfed and web printing capabilities are complemented by the world’s largest integrated digital footprint. By coupling North America’s most comprehensive printing capabilities with strategically located fulfillment centers and

 

2



 

industry-leading technology, CGX delivers end-to-end print production and management solutions that are based on the needs of our customers to improve their results. For more information, visit www.cgx.com.

 

3



 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in which the Company discusses factors it believes may affect its performance or results in the future. Forward-looking statements are all statements other than historical facts, such as statements regarding assumptions, expectations, beliefs and projections about future events or conditions. You can generally identify forward-looking statements by the appearance in such a statement of words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “forecast,” “project,” “should” or “will” or other comparable words or the negative of such words. The accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events or conditions that change over time and are thus susceptible to change based on actual experience, new developments and known and unknown risks, including those created by general market conditions, competition and the possibility that events may occur beyond the Company’s control, which may limit its ability to maintain or improve its operating results or financial condition or acquire additional printing businesses. The Company gives no assurance that the forward-looking statements will prove to be correct and does not undertake any duty to update them. The Company’s actual future results might differ from the forward-looking statements made in this press release for a variety of reasons, which include weakness in the economy, financial stability of its customers, the sustained growth of its digital printing business, seasonality of election-related business, its ability to adequately manage business expenses, including labor costs, the unfavorable outcome of legal proceedings, the lack of or adequacy of insurance coverage for its operations, the continued availability of raw materials at affordable prices, retention of its key management and operating personnel, satisfactory labor relations, the potential for additional goodwill impairment charges, its ability to identify new acquisition opportunities, negotiate and finance such acquisitions on acceptable terms and successfully absorb and manage such acquisitions in a timely and efficient manner, as well as other risks described under the heading “Risk Factors” of our Annual Report on Form 10-K and the risk factors and cautionary statements described in the other documents the Company files or furnishes from time to time with the Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Should one or more of the foregoing risks or uncertainties materialize, or should the Company’s underlying assumptions, expectations, beliefs or projections  prove incorrect, the Company’s actual results may vary materially from those anticipated in its forward-looking statements, and its business, financial condition and results of operations could be materially and adversely affected.

 

Regulation G Reconciliation

 

This press release also contains references to the non-GAAP financial measures of Adjusted EBITDA, which we define as earnings, or net income, before interest, income taxes, depreciation and amortization, goodwill impairment charges, litigation and other charges, share-based compensation expense, non-cash foreign currency transaction gains and losses and net losses/gains from asset dispositions, Free Cash Flow, which we define as net cash provided by operating activities less capital expenditures plus proceeds from assets dispositions, Adjusted Operating Income, which we define as operating income before goodwill charges, litigation and other charges, share-based compensation expense, and non-cash foreign currency transaction net (gain)/loss, Adjusted Operating Margin, which we define as Adjusted Operating Income divided by sales, Adjusted Net Income, which we define as net income (loss) before goodwill charges, litigation and other charges, share-based compensation expense,  non-cash foreign currency transaction net (gain)/loss, all net of tax, and Adjusted Diluted Earnings Per Share, which we define as Adjusted Net Income divided by diluted weighted average number of common shares outstanding. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in the tables below. Management’s opinion regarding the usefulness of these non-GAAP financial measures to investors and a description of the ways in which management used such measures can be found in the Current Report on Form 8-K we filed today with the Securities and Exchange Commission.

 

(Tables to follow)

 

# # #

 

4



 

CONSOLIDATED GRAPHICS, INC.

Consolidated Income Statements

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

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

Change

 

2011

 

2010

 

Change

 

 

 

 

 

 

 

$

 

%

 

 

 

 

 

$

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

283,891

 

$

299,111

 

(15,220

)

(5

)

$

794,644

 

$

795,934

 

(1,290

)

 

Cost of Sales

 

213,969

 

222,297

 

(8,328

)

(4

)

605,618

 

602,515

 

3,103

 

1

 

Gross Profit

 

69,922

 

76,814

 

(6,892

)

(9

)

189,026

 

193,419

 

(4,393

)

(2

)

Selling Expenses

 

23,149

 

23,471

 

(322

)

(1

)

68,411

 

69,078

 

(667

)

(1

)

General and Administrative Expenses

 

26,922

 

23,973

 

2,949

 

12

 

77,855

 

70,071

 

7,784

 

11

 

Goodwill Impairment Charge

 

1,984

 

 

1,984

 

nm

 

1,984

 

 

1,984

 

nm

 

Impairment and Other Charges

 

 

991

 

(991

)

nm

 

5,281

 

(2,475

)

7,756

 

nm

 

Other Expense

 

238

 

138

 

100

 

72

 

429

 

195

 

234

 

120

 

Operating Income

 

17,629

 

28,241

 

(10,612

)

(38

)

35,066

 

56,550

 

(21,484

)

(38

)

Interest Expense

 

1,676

 

1,805

 

(129

)

(7

)

4,831

 

5,904

 

(1,073

)

(18

)

Income before Taxes

 

15,953

 

26,436

 

(10,483

)

(40

)

30,235

 

50,646

 

(20,411

)

(40

)

Income Taxes

 

5,119

 

8,867

 

(3,748

)

(42

)

10,281

 

18,182

 

(7,901

)

(43

)

Net Income

 

$

10,834

 

$

17,569

 

(6,735

)

(38

)

$

19,954

 

$

32,464

 

(12,510

)

(39

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.05

 

$

1.53

 

 

 

 

 

$

1.86

 

$

2.83

 

 

 

 

 

Diluted

 

$

1.04

 

$

1.50

 

 

 

 

 

$

1.83

 

$

2.79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

10,332

 

11,482

 

 

 

 

 

10,712

 

11,452

 

 

 

 

 

Diluted

 

10,459

 

11,694

 

 

 

 

 

10,885

 

11,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Income Tax Rate

 

32.1

%

33.5

%

 

 

 

 

34.0

%

35.9

%

 

 

 

 

 


nm- not meaningful

 

5


 


 

CONSOLIDATED GRAPHICS, INC.

Consolidated Balance Sheets

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

 

 

 

December 31,
2011

 

March 31,
2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

7,002

 

$

3,710

 

Accounts receivable, net

 

190,559

 

171,779

 

Inventories

 

55,677

 

50,888

 

Prepaid expenses

 

11,408

 

13,447

 

Deferred income taxes

 

12,137

 

10,787

 

Total current assets

 

276,783

 

250,611

 

PROPERTY AND EQUIPMENT, net

 

385,191

 

388,681

 

GOODWILL

 

24,681

 

27,124

 

OTHER INTANGIBLE ASSETS, net

 

16,391

 

19,376

 

OTHER ASSETS

 

10,610

 

12,691

 

 

 

$

713,656

 

$

698,483

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Current portion of long-term debt

 

$

21,509

 

$

15,911

 

Accounts payable

 

97,970

 

90,100

 

Accrued liabilities

 

67,012

 

81,501

 

Total current liabilities

 

186,491

 

187,512

 

LONG-TERM DEBT, net of current portion

 

175,822

 

154,161

 

OTHER LIABILITIES

 

21,597

 

13,820

 

DEFERRED INCOME TAXES, net

 

51,236

 

45,629

 

Total liabilities

 

435,146

 

401,122

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock, $.01 par value; 100,000,000 shares authorized; 10,242,578 and 11,072,053 issued and outstanding

 

102

 

110

 

Additional paid-in capital

 

161,024

 

170,547

 

Retained earnings

 

117,335

 

123,990

 

Accumulated other comprehensive income

 

49

 

2,714

 

Total shareholders’ equity

 

278,510

 

297,361

 

 

 

$

713,656

 

$

698,483

 

 

 

 

 

 

 

Total debt

 

$

197,331

 

$

170,072

 

Debt-to-total capitalization

 

42

%

36

%

 

6



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

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

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

10,834

 

$

17,569

 

$

19,954

 

$

32,464

 

Income taxes

 

5,119

 

8,867

 

10,281

 

18,182

 

Interest expense, net

 

1,676

 

1,805

 

4,831

 

5,904

 

Depreciation and amortization

 

18,663

 

17,087

 

53,774

 

51,373

 

Goodwill impairment charge

 

1,984

 

 

1,984

 

 

Impairment and other charges

 

 

991

 

5,281

 

(2,475

)

Share-based compensation expense

 

710

 

798

 

1,853

 

2,573

 

Non-cash foreign currency transaction loss

 

238

 

138

 

429

 

195

 

Net (gain) loss from asset dispositions

 

(331

)

(78

)

(725

)

(174

)

Adjusted EBITDA

 

$

38,893

 

$

47,177

 

$

97,662

 

$

108,042

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

24,901

 

$

21,714

 

$

63,329

 

$

51,898

 

Capital expenditures

 

(19,710

)

(25,577

)

(48,813

)

(51,166

)

Proceeds from asset dispositions

 

1,795

 

211

 

2,694

 

2,862

 

Free Cash Flow

 

$

6,986

 

$

(3,652

)

$

17,210

 

$

3,594

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

17,629

 

$

28,241

 

$

35,066

 

$

56,550

 

Goodwill impairment charge

 

1,984

 

 

1,984

 

 

Impairment and other charges

 

 

991

 

5,281

 

(2,475

)

Share-based compensation expense

 

710

 

798

 

1,853

 

2,573

 

Non-cash foreign currency transaction loss

 

238

 

138

 

429

 

195

 

Adjusted Operating Income

 

$

20,561

 

$

30,168

 

$

44,613

 

$

56,843

 

Adjusted Operating Margin

 

7.2

%

10.1

%

5.6

%

7.1

%

 

 

 

 

 

 

 

 

 

 

Net income

 

$

10,834

 

$

17,569

 

$

19,954

 

$

32,464

 

Goodwill impairment charge

 

1,984

 

 

1,984

 

 

Tax benefit of goodwill impairment charge

 

(774

)

 

(774

)

 

Impairment and other charges

 

 

991

 

5,281

 

(2,475

)

Tax benefit of impairment and other charges

 

 

(386

)

(1,987

)

965

 

Share-based compensation expense, net of taxes

 

433

 

487

 

1,130

 

1,570

 

Non-cash foreign currency transaction loss, net of taxes

 

145

 

84

 

262

 

119

 

Adjusted Net Income

 

$

12,622

 

$

18,745

 

$

25,850

 

$

32,643

 

 

7



 

CONSOLIDATED GRAPHICS, INC.

Reconciliations of Non-GAAP Financial Measures

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

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 31,

 

December 31

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1.04

 

$

1.50

 

$

1.83

 

$

2.79

 

Goodwill impairment charge

 

0.19

 

 

0.18

 

 

Tax benefit of Goodwill impairment charge

 

(.07

)

 

(.07

)

 

Impairment and other charges

 

 

.08

 

.49

 

(.21

)

Tax benefit of Impairment and other charges

 

 

(.03

)

(.18

)

.08

 

Share-based compensation expense, net of taxes

 

.04

 

.04

 

.10

 

.13

 

Non-cash foreign currency transaction loss, net of taxes

 

.01

 

.01

 

.02

 

.01

 

Adjusted Diluted Earnings Per Share

 

$

1.21

 

$

1.60

 

$

2.37

 

$

2.80

 

 

8