##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number 001-12631
 
 CONSOLIDATED GRAPHICS, INC.
  Texas
    
    76-0190827(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)5858 Westheimer Road, Suite 200Houston, Texas
    
    77057(Address of principal executive offices)
    
    (Zip Code)
 713) 787-0977
  þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  o þ




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##### 



CONSOLIDATED GRAPHICS, INC.
 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
 INDEX
 Part I  Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets at September 30, 2007 and March 31, 2007
    
    
    3Consolidated Income Statements for the Three and Six Months Ended September 30, 2007 and 2006
    
    
    4Consolidated Statements of Shareholders Equity for the Six Months Ended September 30, 2007
    
    
    5Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    
    19Item 4.
    
    Controls and Procedures
    
    
    20Part II  Other Information
    
    
    21Item 1.
    
    Legal Proceedings
    
    
    21Item 1A.
    
    Risk Factors
    
    
    21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3.
    
    Defaults upon Senior Securities
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 5.
    
    Other Information
    
    
    22Item 6.
    
    Exhibits
    
    
    22Signatures
    
    
    23Exhibit Index
    
    
    24Exhibit 31.1Exhibit 32.1
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 
 CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 September 30,
    
    
    March 31,2007
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    11,149
    
    
    $
    12,043Accounts receivable, net
    
    
    189,076
    
    
    
    185,722Inventories
    
    
    53,962
    
    
    
    46,951Prepaid expenses
    
    
    6,886
    
    
    
    7,532Deferred income taxes
    
    
    9,406
    
    
    
    8,479Total current assets
    
    
    270,479
    
    
    
    260,727PROPERTY AND EQUIPMENT, net
    
    
    362,560
    
    
    
    354,156GOODWILL AND OTHER INTANGIBLE ASSETS, net
    
    
    98,149
    
    
    
    101,768OTHER ASSETS
    
    
    7,387
    
    
    
    7,318$
    738,575
    
    
    $
    723,969LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    16,179
    
    
    $
    12,421Accounts payable
    
    
    63,193
    
    
    
    58,519Accrued liabilities
    
    
    66,724
    
    
    
    89,496Income taxes payable
    
    
    9
    
    
    
    138Total current liabilities
    
    
    146,105
    
    
    
    160,574LONG-TERM DEBT, net of current portion
    
    
    228,713
    
    
    
    142,144OTHER LIABILITIES
    
    
    21,511
    
    
    
    DEFERRED INCOME TAXES
    
    
    46,050
    
    
    
    55,715COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, $.01 par value;
100,000,000 shares authorized;
12,086,124 and 13,693,698 issued and
outstanding
    
    
    121
    
    
    
    137Additional paid-in capital
    
    
    166,208
    
    
    
    185,098Retained earnings
    
    
    130,876
    
    
    
    180,113Accumulated other comprehensive income
    
    
    (1,009
    )
    
    
    188Total shareholders equity
    
    
    296,196
    
    
    
    365,536$
    738,575
    
    
    $
    723,969
   3




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedSeptember 30
    
    
    September 302007
    
    
    2006
    
    
    2007
    
    
    2006SALES
    
    $
    259,666
    
    
    $
    234,236
    
    
    $
    518,312
    
    
    $
    472,661COST OF SALES
    
    
    193,402
    
    
    
    171,780
    
    
    
    383,871
    
    
    
    346,200Gross profit
    
    
    66,264
    
    
    
    62,456
    
    
    
    134,441
    
    
    
    126,461SELLING EXPENSES
    
    
    25,231
    
    
    
    23,543
    
    
    
    51,665
    
    
    
    47,900GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    19,084
    
    
    
    15,013
    
    
    
    38,396
    
    
    
    32,228OTHER (INCOME) EXPENSE, net
    
    
    (1,230
    )
    
    
    
    
    
    
    (3,580
    )
    
    
    Operating income
    
    
    23,179
    
    
    
    23,900
    
    
    
    47,960
    
    
    
    46,333INTEREST EXPENSE, net
    
    
    2,449
    
    
    
    1,783
    
    
    
    4,343
    
    
    
    3,168Income before taxes
    
    
    20,730
    
    
    
    22,117
    
    
    
    43,617
    
    
    
    43,165INCOME TAXES
    
    
    7,444
    
    
    
    8,427
    
    
    
    16,774
    
    
    
    15,745Net income
    
    $
    13,286
    
    
    $
    13,690
    
    
    $
    26,843
    
    
    $
    27,420BASIC EARNINGS PER SHARE
    
    $
    1.01
    
    
    $
    1.01
    
    
    $
    2.00
    
    
    $
    2.01DILUTED EARNINGS PER SHARE
    
    $
    .98
    
    
    $
    .98
    
    
    $
    1.94
    
    
    $
    1.96SHARES USED TO COMPUTE EARNINGS
PER SHAREBasic
    
    
    13,110
    
    
    
    13,513
    
    
    
    13,413
    
    
    
    13,609Diluted
    
    
    13,502
    
    
    
    13,966
    
    
    
    13,826
    
    
    
    13,984
   4




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CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In thousands)
(Unaudited, except March 31, 2007 balances)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBALANCE, March 31, 2007
    
    
    13,694
    
    
    $
    137
    
    
    $
    185,098
    
    
    $
    180,113
    
    
    $
    188
    
    
    $
    365,536Exercise of stock options,
including tax benefit
    
    
    53
    
    
    
    1
    
    
    
    2,367
    
    
    
    
    
    
    
    
    
    
    
    2,368Compensation expense
    
    
    
    
    
    
    
    
    
    
    1,520
    
    
    
    
    
    
    
    
    
    
    
    1,520Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,197
    )
    
    
    (1,197
    )Repurchase and retire common stock
    
    
    (1,661
    )
    
    
    (17
    )
    
    
    (22,777
    )
    
    
    (77,269
    )
    
    
    
    
    
    
    (100,063
    )Adoption of FIN 48 cumulative
effect adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,189
    
    
    
    
    
    
    
    1,189Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,843
    
    
    
    
    
    
    
    26,843BALANCE, September 30, 2007
    
    
    12,086
    
    
    $
    121
    
    
    $
    166,208
    
    
    $
    130,876
    
    
    $
    (1,009
    )
    
    $
    296,196
   5




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CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six Months EndedSeptember 302007
    
    
    2006OPERATING ACTIVITIESNet income
    
    $
    26,843
    
    
    $
    27,420Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    26,011
    
    
    
    21,329Deferred income tax provision
    
    
    (657
    )
    
    
    (1,343
    )Share-based compensation expense
    
    
    1,520
    
    
    
    1,737Non-cash currency gain
    
    
    (4,447
    )
    
    
    Changes in assets and liabilities, net of effects of acquisitionsAccounts receivable, net
    
    
    (1,845
    )
    
    
    (13,895
    )Inventories
    
    
    (6,697
    )
    
    
    (11,586
    )Prepaid expenses
    
    
    672
    
    
    
    (3,157
    )Other assets
    
    
    (52
    )
    
    
    (133
    )Accounts payable, accrued liabilities and other
    
    
    476
    
    
    
    (211
    )Income taxes payable
    
    
    (129
    )
    
    
    (3,328
    )Net cash provided by operating activities
    
    
    41,695
    
    
    
    16,833INVESTING ACTIVITIESAcquisitions of businesses, net of cash acquired
    
    
    (6,256
    )
    
    
    (4,757
    )Purchases of property and equipment
    
    
    (15,818
    )
    
    
    (18,408
    )Proceeds from asset dispositions
    
    
    1,458
    
    
    
    1,781Net cash used in investing activities
    
    
    (20,616
    )
    
    
    (21,384
    )FINANCING ACTIVITIESProceeds from bank credit facilities
    
    
    123,175
    
    
    
    76,477Payments on bank credit facilities
    
    
    (53,567
    )
    
    
    (52,779
    )Proceeds from issuance of term equipment notes
    
    
    12,373
    
    
    
    Payments on term equipment notes and other debt
    
    
    (6,556
    )
    
    
    (4,512
    )Payments to repurchase and retire common stock
    
    
    (100,063
    )
    
    
    (22,099
    )Proceeds from exercise of stock options
    
    
    2,367
    
    
    
    10,701Net cash provided by (used in) financing activities
    
    
    (22,271
    )
    
    
    7,788Effect of exchange rate changes on cash
    
    
    298
    
    
    
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (894
    )
    
    
    3,237CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    12,043
    
    
    
    4,993CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    11,149
    
    
    $
    8,230
   6




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
 Revenue Recognition
 Earnings Per Share
 Inventories
 September 30,
    
    
    March 31,2007
    
    
    2007Raw materials
    
    $
    18,121
    
    
    $
    15,608Work in progress
    
    
    30,218
    
    
    
    26,659Finished goods
    
    
    5,623
    
    
    
    4,684$
    53,962
    
    
    $
    46,951
 Goodwill and Other Intangible Assets, net Goodwill and Other Intangible Assets,
  7




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
 Supplemental Cash Flow Information
 Foreign Currency
 Accumulated Other Comprehensive Income
 2. ACQUISITIONS
  3. LONG-TERM DEBT
  September 30,
    
    
    March 31,2007
    
    
    2007Bank credit facilities
    
    $
    164,082
    
    
    $
    94,143Term equipment notes
    
    
    69,076
    
    
    
    48,144Other
    
    
    11,734
    
    
    
    12,278244,892
    
    
    
    154, 565Less: current portion
    
    
    (16,179
    )
    
    
    (12,421
    )$
    228,713
    
    
    $
    142,144
    8




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
        9




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
 4.
SHARE-BASED COMPENSATION
  Share-Based Payment,
    Weighted-Average ExerciseStock Options
    
    Shares
    
    
    PriceOutstanding at March 31, 2007
    
    
    1,534,234
    
    
    $
    36.66Granted
    
    
    10,612
    
    
    
    65.91Exercised
    
    
    (52,892
    )
    
    
    29.48Forfeited or expired
    
    
    (60,191
    )
    
    
    44.75Outstanding at September 30, 2007 (a)
    
    
    1,431,763
    
    
    
    36.82Exercisable at September 30, 2007 (a)
    
    
    1,201,785
    
    
    
    35.54
 
 (a)
    
    Stock options outstanding as of September 30, 2007 have a weighted average remaining
contractual term of 4.6 years. Based on the market value of the Companys common stock on
September 30, 2007, outstanding stock options have an aggregate intrinsic value of $37,183 and
exercisable stock options have an aggregate intrinsic value of $32,749.  Restricted Stock Unit Awards
    
    SharesOutstanding at March 31, 2007
    
    
    12,500Granted
    
    
    12,500Exercised
    
    
    Forfeited or expired
    
    
    Outstanding at September 30, 2007 (a)
    
    
    25,000Exercisable at September 30, 2007 (a)
    
    
    2,500
 
 (a)
    
    Restricted stock units outstanding as of September 30, 2007 have a weighted average
remaining contractual term of 2.7 years and a total intrinsic value of $1,570.  10




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
 5. INCOME TAXES
 Accounting for Uncertainty in Income Taxes  an Interpretation
of FASB Statement No. 109
      11




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion contains forward-looking information. Readers are cautioned that such
information involves known and unknown risks and uncertainties, including those created by general
market conditions, competition and the possibility that events may occur beyond our control, which
may limit our ability to maintain or improve our operating results or financial condition or
acquire additional printing businesses. When you consider our forward-looking information, you
should keep in mind the Risk Factors described in this Quarterly Report on Form 10-Q and in our
most recently filed Annual Report on Form 10-K for the fiscal year ended March 31, 2007. Although
management believes that the assumptions underlying the forward-looking statements are reasonable,
any of the assumptions could be inaccurate and there can be no assurance that any or all of the
assumptions underlying the forward-looking statements will prove to be accurate. The inclusion of
such information should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved. We expressly disclaim any duty to provide updates to these
forward-looking statements, assumptions or other factors after the date of this Quarterly Report on
Form 10-Q to reflect the occurrence of events or changes in circumstances or expectations.
 The following discussion of the financial condition and performance of our Company should be
read in conjunction with the consolidated financial statements included herein and the consolidated
financial statements and related notes and other detailed information regarding our Company
included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007 and other
reports filed by us with the Securities and Exchange Commission. Operating results for the six
months ended September 30, 2007 are not necessarily indicative of the results to be expected for
the entire fiscal year ending March 31, 2008 or any periods thereafter.
 Overview
 Our Organization
   Nature of Our Services
    12




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Our Strategy
  
    
    Internal Sales GrowthWe seek to use our competitive advantages to expand
market share. We continually seek to hire additional experienced sales professionals,
invest in new equipment and technology, expand our national accounts program, develop
new and expanded digital technology-based print-related services and provide sales
training and education about our breadth of capabilities and services to our sales
professionals.
 
    
    Disciplined Acquisition ProgramWe selectively pursue opportunities to acquire
additional printing businesses at reasonable prices. Some of these acquisitions may
include smaller and/or distressed printing businesses for merger into one of our
existing businesses.
 
    
    Cost SavingsBecause of our size and extensive geographic footprint, we
leverage our economies of scale to purchase supplies and equipment at preferential
prices, and centralize various administrative services to generate cost savings.
 
    
    Best Practices/BenchmarkingWe provide a forum for our printing businesses to
share their knowledge of technical processes and their best practices with one another,
as well as benchmark financial and operational data to help our printing businesses
identify and respond to changes in operating trends.
 
    
    Leadership DevelopmentThrough our unique Leadership Development Program, we
develop talent for future sales and management positions at our printing businesses.
  13




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Results of Operations
  Three Months
    
    
    Six MonthsEnded September 30
    
    
    Ended September 302007
    
    
    2006
    
    
    2007
    
    
    2006(In millions)
    
    
    (In millions)Sales
    
    $
    259.7
    
    
    $
    234.2
    
    
    $
    518.3
    
    
    $
    472.7Cost of sales
    
    
    193.4
    
    
    
    171.8
    
    
    
    383.9
    
    
    
    346.2Gross profit
    
    
    66.3
    
    
    
    62.4
    
    
    
    134.4
    
    
    
    126.5Selling expenses
    
    
    25.2
    
    
    
    23.5
    
    
    
    51.7
    
    
    
    47.9General and administrative expenses
    
    
    19.1
    
    
    
    15.0
    
    
    
    38.4
    
    
    
    32.2Other (income) expense, net
    
    
    (1.2
    )
    
    
    
    
    
    
    (3.6
    )
    
    
    Operating income
    
    
    23.2
    
    
    
    23.9
    
    
    
    47.9
    
    
    
    46.4Interest expense, net
    
    
    2.5
    
    
    
    1.8
    
    
    
    4.3
    
    
    
    3.2Income before taxes
    
    
    20.7
    
    
    
    22.1
    
    
    
    43.6
    
    
    
    43.2Income taxes
    
    
    7.4
    
    
    
    8.4
    
    
    
    16.8
    
    
    
    15.8Net Income
    
    $
    13.3
    
    
    $
    13.7
    
    
    $
    26.8
    
    
    $
    27.4
  As a Percentage
    
    
    As a Percentageof Sales
    
    
    of SalesThree Months
    
    
    Six MonthsEnded September 30
    
    
    Ended September 302007
    
    
    2006
    
    
    2007
    
    
    2006Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    74.5
    
    
    
    73.3
    
    
    
    74.1
    
    
    
    73.2Gross profit
    
    
    25.5
    
    
    
    26.7
    
    
    
    25.9
    
    
    
    26.8Selling expenses
    
    
    9.7
    
    
    
    10.1
    
    
    
    10.0
    
    
    
    10.1General and administrative expenses
    
    
    7.4
    
    
    
    6.4
    
    
    
    7.4
    
    
    
    6.9Other (income) expense, net
    
    
    (0.5
    )
    
    
    
    
    
    
    (0.7
    )
    
    
    Operating income
    
    
    8.9
    
    
    
    10.2
    
    
    
    9.2
    
    
    
    9.8Interest expense, net
    
    
    0.9
    
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.7Income before taxes
    
    
    8.0
    
    
    
    9.4
    
    
    
    8.4
    
    
    
    9.1Income taxes
    
    
    2.9
    
    
    
    3.6
    
    
    
    3.2
    
    
    
    3.3Net Income
    
    
    5.1
    %
    
    
    5.8
    %
    
    
    5.2
    %
    
    
    5.8
    %
  Comparative Analysis of Consolidated Income Statements for the Three Months Ended September 30,
2007 and 2006
     14




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Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109 Note 5. Income Taxes
 Comparative Analysis of Consolidated Income Statements for the Six Months Ended September 30, 2007
and 2006
       15




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Accounting for
Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109, Note 5. Income Taxes
 Liquidity and Capital Resources
 Sources and Uses of Cash
 Item 1. Financial
Statements:
 Six Months EndedSeptember 302007
    
    
    2006(In millions)Net cash provided by operating activities
    
    $
    41.7
    
    
    $
    16.8Acquisitions of businesses
    
    
    (6.3
    )
    
    
    (4.8
    )Capital expenditures, net of
proceeds from asset dispositions
    
    
    (14.4
    )
    
    
    (16.6
    )Net proceeds under bank credit facilities
    
    
    69.6
    
    
    
    23.7Net proceeds (payments) on term equipment notes and other debt
    
    
    5.8
    
    
    
    (4.5
    )Payments to repurchase and retire common stock
    
    
    (100.1
    )
    
    
    (22.1
    )Proceeds from exercise of stock options
    
    
    2.4
    
    
    
    10.7
 Item 1. Financial Statements:
 September 30,
    
    
    March 31,2007
    
    
    2007(In millions)Cash and cash equivalents
    
    $
    11.1
    
    
    $
    12.0Working capital, inclusive of cash and cash equivalents
    
    
    124.4
    
    
    
    100.2Total debt obligations
    
    
    244.9
    
    
    
    154.6
     16




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Debt Obligations
       17




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##### Table of Contents



Contractual Obligations and Other Commitments
 Operating leases
 Letters of credit
 Insurance programs
 Critical Accounting Policies
   18




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##### Table of Contents



Receivables, net of valuation allowance 
 Goodwill 
 Impairment of long-lived assets 
 Insurance liabilities 
 Accounting for income taxes  Note 5. Income Taxes
 Accounting for acquisitions 
 
 ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
   19




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##### Table of Contents



ITEM 4. Controls and Procedures
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
   20




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
PART II  OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number
    
    
    Maximumof Shares
    
    
    Dollar Value ofRepurchased
    
    
    Shares that Mayas Part of
    
    
    Yet BeTotal Number of
    
    
    Average
    
    
    Publicly
    
    
    RepurchasedShares
    
    
    Price Paid
    
    
    Announced
    
    
    Under thePeriod
    
    Repurchased (a)
    
    
    per Share
    
    
    Plans
    
    
    Announced PlansRepurchases from
July 1, 2007
through July 31,
2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    100,000,000Repurchases from
August 1, 2007
through August
31, 2007
    
    
    1,065,700
    
    
    
    58.16
    
    
    
    1,065,700
    
    
    $
    38,014,343Repurchases from
September 1,
2007 through
September 30,
2007
    
    
    594,766
    
    
    $
    64.02
    
    
    
    594,766
    
    
    
    Total
    
    
    1,660,466
    
    
    $
    60.26
    
    
    
    1,660,466
 
 (a)
    
    All shares were purchased in open-market transactions. 
 ITEM 3. Defaults upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  Election
of Class II Directors
  Against/For
    
    Withheld
    
    Broker Non-VotesGary L. Forbes
    
    
    11,801,454
    
    
    
    990,845
    
    
    
    n/aJames H. Limmer
    
    
    11,969,709
    
    
    
    822,590
    
    
    
    n/a
  21




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##### Table of Contents



Approval of Fourth Amendment to Consolidated Graphics, Inc. Long Term Incentive Plan
  For
    
    Against
    
    Abstentions/Broker-Non-Votes8,701,070
    
    3,390,725
    
    700,504
 
 ITEM 5. Other Information
 Appointment of Officer During the recently completed quarter, Joe R. Davis was appointed to the additional position as the Companys
principal financial officer. Specifically, on July 30, 2007, the Board of Directors appointed Mr. Davis as Chief
Financial and Accounting Officer, a role he will serve in until a new Chief Financial and Accounting Officer is
appointed. There are no changes to the information previously reported in the annual proxy statement (and incorporated
by reference into Part III of our 2007 Annual Report on Form 10-K) most recently filed by the Company with the SEC
relating to Mr. Davis as a result of this additional appointment with respect to the compensatory arrangements or other
understandings with Mr. Davis, or to his biographical, business experience and related person transaction information. Creation of a Direct Financial Obligation On or about August 16, 2007, the Company made the first of a series of draw downs under its Credit Agreement
during the months of August and September 2007 to fund purchases of its common stock pursuant to the Companys recently
completed stock repurchase program. The Company borrowed an aggregate of approximately $100 million under its Credit
Agreement during such two month period in connection with such program. For further information relating to the terms
of our Credit Agreement, including accrual of interest on borrowings thereunder, see Note 3. Long-Term Debt of our
consolidated financial statements and the notes thereto included in Item 1 Financial Statements. 
 ITEM 6. Exhibits
 *3.1
    
    Restated Articles of Incorporation of the Company filed with the Secretary of State of the State of
Texas on July 27, 1994 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1994), Exhibit 4(a)).*3.2
    
    Articles of Amendment to the Restated Articles of Incorporation of the Company dated as of July 29,
1998 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1998), Exhibit 3.1).*3.3
    
    Second Amended and Restated By-Laws of the Company adopted as of June 30, 2004 (Consolidated Graphics,
Inc. Form 10-Q (June 30, 2004), Exhibit 3.3).*4.1
    
    Specimen Common Stock
Certificate (Consolidated Graphics, Inc. Form 10-K (March 31, 1998), Exhibit 4.1).*4.2
    
    Rights Agreement dated as of December 15, 1999 between Consolidated Graphics, Inc. and American Stock
Transfer and Trust Company, as Rights Agent, which includes as Exhibit A the Certificate of
Designations of Series A Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C
the form of summary of Rights to Purchase Shares (Consolidated Graphics, Inc. Form 8-K (December 15,
1999), Exhibit 4.1).*4.3
    
    Amendment to Rights Agreement dated as of July 10, 2006 between Consolidated Graphics, Inc. and
American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (July 13, 2006), Exhibits 2 and 3).*4.4
    
    Second Amendment to Rights Agreement dated as of September 25, 2007 between Consolidated Graphics, Inc.
and American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (September 28, 2007), Exhibits 3 and 4).*10.1
    
    Consolidated Graphics, Inc. Long Term Incentive Plan, as amended through August 2, 2007 (reflecting
4,585,000 shares authorized for issuance thereunder) (Consolidated Graphics, Inc. Form 8-K (July 20,
2007), Exhibit 10.1)+31.1
    
    Certification of Joe R. Davis, principal executive officer and principal financial officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Joe R. Davis, principal executive officer and principal financial officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference+
    
    Compensatory plan or arrangement under which executive officers or directors of the Company
may participate  22




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##### Table of Contents



SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant,
Consolidated Graphics, Inc., has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 CONSOLIDATED GRAPHICS, INC.Dated:  October 31, 2007
    By:
    /s/ Joe R. DavisJoe R. DavisChief Executive Officer and
Chief Financial and Accounting Officer  23




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##### Table of Contents



Exhibit Index
 *3.1
    
    Restated Articles of Incorporation of the Company filed with the Secretary of State of the State of
Texas on July 27, 1994 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1994), Exhibit 4(a)).*3.2
    
    Articles of Amendment to the Restated Articles of Incorporation of the Company dated as of July 29,
1998 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1998), Exhibit 3.1).*3.3
    
    Second Amended and Restated By-Laws of the Company adopted as of June 30, 2004 (Consolidated Graphics,
Inc. Form 10-Q (June 30, 2004), Exhibit 3.3).*4.1
    
    Specimen Common Stock
Certificate (Consolidated Graphics, Inc. Form 10-K (March 31, 1998), Exhibit 4.1).*4.2
    
    Rights Agreement dated as of December 15, 1999 between Consolidated Graphics, Inc. and American Stock
Transfer and Trust Company, as Rights Agent, which includes as Exhibit A the Certificate of
Designations of Series A Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C
the form of summary of Rights to Purchase Shares (Consolidated Graphics, Inc. Form 8-K (December 15,
1999), Exhibit 4.1).*4.3
    
    Amendment to Rights Agreement dated as of July 10, 2006 between Consolidated Graphics, Inc. and
American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (July 13, 2006), Exhibits 2 and 3).*4.4
    
    Second Amendment to Rights Agreement dated as of September 25, 2007 between Consolidated Graphics, Inc.
and American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (September 28, 2007), Exhibits 3 and 4).*10.1
    
    Consolidated Graphics, Inc. Long Term Incentive Plan, as amended through August 2, 2007 (reflecting
4,585,000 shares authorized for issuance thereunder) (Consolidated Graphics, Inc. Form 8-K (July 20,
2007), Exhibit 10.1)+31.1
    
    Certification of Joe R. Davis, principal executive officer and principal financial officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Joe R. Davis, principal executive officer and principal financial officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference+
    
    Compensatory plan or arrangement under which executive officers or directors of the Company
may participate.  24