##### 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 June 30, 2010
 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
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ




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##### 



CONSOLIDATED GRAPHICS, INC.
 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
 INDEX
 Part I  Financial Information
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets at June 30, 2010 and March 31, 2010
    
    
    3Condensed Consolidated Income Statements for the Three Months Ended June 30, 2010 and 2009
    
    
    4Condensed Consolidated Statement of Shareholders Equity for the Three Months Ended June 30, 2010
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2010 and 2009
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Forward-Looking Statements
    
    
    19Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19Part II  Other Information
    
    
    20Item 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults upon Senior Securities
    
    
    20Item 4. Removed and Reserved
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20Signatures
    
    
    21Exhibit Index
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1.
    
    Financial Statements
 CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share data)
 (Unaudited)
 June 30,
    
    
    March 31,2010
    
    
    2010ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    7,880
    
    
    $
    6,741Accounts receivable, net
    
    
    165,082
    
    
    
    169,915Inventories
    
    
    53,922
    
    
    
    48,879Prepaid expenses
    
    
    13,758
    
    
    
    9,316Deferred income taxes
    
    
    12,276
    
    
    
    17,294Total current assets
    
    
    252,918
    
    
    
    252,145PROPERTY AND EQUIPMENT, net
    
    
    381,078
    
    
    
    380,708GOODWILL
    
    
    24,936
    
    
    
    24,226OTHER INTANGIBLE ASSETS, net
    
    
    21,562
    
    
    
    22,647OTHER ASSETS
    
    
    7,653
    
    
    
    7,509$
    688,147
    
    
    $
    687,235LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    21,210
    
    
    $
    22,235Accounts payable
    
    
    85,878
    
    
    
    83,955Accrued liabilities
    
    
    90,227
    
    
    
    88,174Income taxes payable
    
    
    593
    
    
    
    9,417Total current liabilities
    
    
    197,908
    
    
    
    203,781LONG-TERM DEBT, net of current portion
    
    
    152,776
    
    
    
    159,321OTHER LIABILITIES
    
    
    15,267
    
    
    
    14,729DEFERRED INCOME TAXES, net
    
    
    38,647
    
    
    
    39,978Total liabilities
    
    
    404,598
    
    
    
    417,809COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, $.01 par value; 100,000,000
shares authorized; 11,545,172 and 11,211,216
issued and outstanding
    
    
    115
    
    
    
    112Additional paid-in capital
    
    
    173,812
    
    
    
    166,094Retained earnings
    
    
    108,735
    
    
    
    101,894Accumulated other comprehensive income
    
    
    887
    
    
    
    1,326Total shareholders equity
    
    
    283,549
    
    
    
    269,426$
    688,147
    
    
    $
    687,235
   3




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED INCOME STATEMENTS
 (In thousands, except per share data)
 (Unaudited)
 Three Months EndedJune 30,2010
    
    
    2009SALES
    
    $
    236,717
    
    
    $
    225,861COST OF SALES
    
    
    182,266
    
    
    
    181,032Gross profit
    
    
    54,451
    
    
    
    44,829SELLING EXPENSES
    
    
    23,307
    
    
    
    22,791GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    22,416
    
    
    
    21,213LITIGATION AND OTHER CHARGES
    
    
    (4,184
    )
    
    
    OTHER (INCOME) EXPENSE, net
    
    
    19
    
    
    
    (54
    )Operating income
    
    
    12,893
    
    
    
    879INTEREST EXPENSE, net
    
    
    2,003
    
    
    
    2,484Income (loss) before taxes
    
    
    10,890
    
    
    
    (1,605
    )INCOME TAX EXPENSE (BENEFIT)
    
    
    4,049
    
    
    
    (1,291
    )Net income (loss)
    
    $
    6,841
    
    
    $
    (314
    )BASIC EARNINGS (LOSS) PER SHARE
    
    $
    0.60
    
    
    $
    (0.03
    )DILUTED EARNINGS (LOSS) PER SHARE
    
    $
    0.59
    
    
    $
    (0.03
    )SHARES USED TO COMPUTE EARNINGS (LOSS)
PER SHAREBasic
    
    
    11,326
    
    
    
    11,159Diluted
    
    
    11,528
    
    
    
    11,159
   4




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 (In thousands)
 (Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBALANCE, March 31, 2010
    
    
    11,211
    
    
    $
    112
    
    
    $
    166,094
    
    
    $
    101,894
    
    
    $
    1,326
    
    
    $
    269,426Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,841
    
    
    
    
    
    
    
    6,841Other comprehensive income  currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (439
    )
    
    
    (439
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,402Exercise of stock options, including tax benefit
    
    
    334
    
    
    
    3
    
    
    
    6,735
    
    
    
    
    
    
    
    
    
    
    
    6,738Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    983
    
    
    
    
    
    
    
    
    
    
    
    983BALANCE, June 30, 2010
    
    
    11,545
    
    
    $
    115
    
    
    $
    173,812
    
    
    $
    108,735
    
    
    $
    887
    
    
    $
    283,549
   5




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedJune 30,2010
    
    
    2009OPERATING ACTIVITIESNet income (loss)
    
    $
    6,841
    
    
    $
    (314
    )Adjustments to reconcile net income (loss) to net cash provided by operating activitiesDepreciation
    
    
    16,460
    
    
    
    16,873Amortization
    
    
    891
    
    
    
    863Bad debt expense (recovery)
    
    
    60
    
    
    
    (434
    )Foreign currency (gain) loss
    
    
    67
    
    
    
    (159
    )Litigation and other charges
    
    
    (4,184
    )
    
    
    Deferred income taxes
    
    
    3,736
    
    
    
    703Share-based compensation expense
    
    
    983
    
    
    
    1,544Changes in assets and liabilities, net of effects of acquisitionsAccounts receivable
    
    
    6,762
    
    
    
    23,607Inventories
    
    
    (4,024
    )
    
    
    1,696Prepaid expenses
    
    
    (4,446
    )
    
    
    (2,524
    )Other assets
    
    
    106
    
    
    
    585Accounts payable and accrued liabilities
    
    
    4,484
    
    
    
    (8,555
    )Other liabilities
    
    
    538
    
    
    
    433Income taxes payable
    
    
    (8,834
    )
    
    
    (457
    )Net cash provided by operating activities
    
    
    19,440
    
    
    
    33,861INVESTING ACTIVITIESAcquisitions
    
    
    (3,290
    )
    
    
    Purchases of property and equipment
    
    
    (10,718
    )
    
    
    (4,476
    )Proceeds from asset dispositions
    
    
    959
    
    
    
    450Net cash used in investing activities
    
    
    (13,049
    )
    
    
    (4,026
    )FINANCING ACTIVITIESProceeds from bank credit facilities
    
    
    57,476
    
    
    
    15,819Payments on bank credit facilities
    
    
    (62,496
    )
    
    
    (30,048
    )Payments on term equipment notes and other debt
    
    
    (6,936
    )
    
    
    (16,251
    )Proceeds from exercise of stock options, including excess tax benefit
    
    
    6,738
    
    
    
    Net cash used in financing activities
    
    
    (5,218
    )
    
    
    (30,480
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (34
    )
    
    
    121NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    1,139
    
    
    
    (524
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    6,741
    
    
    
    9,762CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    7,880
    
    
    $
    9,238
   6




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except share and per share data and percentages)
 (Unaudited)
 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
 Reclassification
 Cash and Cash Equivalents
 Revenue Recognition and Accounts Receivable
  7




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
(Unaudited)
 Earnings Per Share
 Three Months EndedJune 302010
    
    
    2009Numerator:Net income (loss)
    
    $
    6,841
    
    
    $
    (314
    )Denominator:Weighted average number of common shares outstanding
    
    
    11,326,075
    
    
    
    11,159,403Dilutive options and awards
    
    
    201,884
    
    
    
    Diluted weighted average number of common shares outstanding
    
    
    11,527,959
    
    
    
    11,159,403Net earnings (loss) per shareBasic
    
    $
    0.60
    
    
    $
    (0.03
    )Diluted
    
    $
    0.59
    
    
    $
    (0.03
    )
  Inventories
 June 30,
    
    
    March 31,2010
    
    
    2010Raw materials
    
    $
    23,090
    
    
    $
    20,932Work in progress
    
    
    25,381
    
    
    
    22,354Finished goods
    
    
    5,451
    
    
    
    5,593$
    53,922
    
    
    $
    48,879
 Goodwill and Long-Lived Assets
  8




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
(Unaudited)
    Supplemental Cash Flow Information
 Fair Value of Financial Instruments
 Foreign Currency
 Accumulated Other Comprehensive Income
 Geographic Information
  9




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
(Unaudited)
 2. ACQUISITIONS
  3. LONG  TERM DEBT
  June 30,
    
    
    March 31,2010
    
    
    2010Bank credit facilities
    
    $
    110,680
    
    
    $
    113,186Term equipment notes
    
    
    57,687
    
    
    
    64,612Other
    
    
    5,619
    
    
    
    3,758173,986
    
    
    
    181,556Lesscurrent portion
    
    
    (21,210
    )
    
    
    (22,235
    )$
    152,776
    
    
    $
    159,321
      10




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
(Unaudited)
     4. SHARE  BASED COMPENSATION
   Weighted-AverageStock Options
    
    Shares
    
    
    Exercise PriceOutstanding at March 31, 2010
    
    
    1,798,237
    
    
    $
    37.61Granted
    
    
    
    
    
    
    Exercised
    
    
    (315,832
    )
    
    
    12.46Forfeited or expired
    
    
    (533
    )
    
    
    56.17Outstanding at June 30, 2010 (a)
    
    
    1,481,872
    
    
    $
    42.97Exercisable at June 30, 2010 (a)
    
    
    899,448
    
    
    $
    44.01
 
 (a)
    
    Stock options outstanding as of June 30, 2010 have a weighted average remaining contractual
life of 6.2 years. Based on the market value of the Companys common stock on
June 30, 2010, outstanding stock options have an aggregate intrinsic value of
$10,629 and exercisable stock options have an aggregate intrinsic value of
$5,062.  11




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
(Unaudited)
  Restricted Stock Unit Awards
    
    SharesOutstanding at March 31, 2010
    
    
    44,583Granted
    
    
    12,500Vested and issued
    
    
    (18,124
    )Forfeited or expired
    
    
    Outstanding at June 30, 2010 (a)
    
    
    38,959
 
 (a)
    
    Restricted stock units outstanding as of June 30, 2010 have a weighted average remaining
contractual term of 1.3 years and a total intrinsic value of $1,685.   12




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##### Table of Contents



ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following managements discussion and analysis of financial condition and results of
operations should be read in conjunction with our unaudited condensed consolidated financial
statements and notes to unaudited condensed consolidated financial statements in this Quarterly
Report on Form 10-Q and our audited financial statements and notes thereto included in our Annual
Report on Form 10-K as of and for the year ended March 31, 2010. This discussion contains
forward-looking statements that reflect our current views with respect to future events and
financial performance. Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors such as those referenced in the section
entitled Forward-Looking Statements below.
 Overview
 Our Organization
   Nature of Our Services
      13




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##### Table of Contents



Our Strategy
  
    
    Internal Sales GrowthWe seek to use our competitive advantages to expand market
share. We continually seek to hire additional 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 integration 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.
 Results of Operations
  As a Percentageof SalesThree Months
    
    
    Three MonthsEnded June 30
    
    
    Ended June 302010
    
    
    2009
    
    
    2010
    
    
    2009Sales
    
    $
    236.7
    
    
    $
    225.9
    
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    182.3
    
    
    
    181.1
    
    
    
    77.0
    
    
    
    80.2Gross profit
    
    
    54.4
    
    
    
    44.8
    
    
    
    23.0
    
    
    
    19.8Selling expenses
    
    
    23.3
    
    
    
    22.8
    
    
    
    9.8
    
    
    
    10.1General and administrative expenses
    
    
    22.4
    
    
    
    21.1
    
    
    
    9.5
    
    
    
    9.3Litigation and other charges
    
    
    (4.2
    )
    
    
    
    
    
    
    (1.7
    )
    
    
    Other (income) expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income
    
    
    12.9
    
    
    
    0.9
    
    
    
    5.4
    
    
    
    0.4Interest expense, net
    
    
    2.0
    
    
    
    2.5
    
    
    
    0.8
    
    
    
    1.1Income (loss) before taxes
    
    
    10.9
    
    
    
    (1.6
    )
    
    
    4.6
    
    
    
    (0.7
    )Income tax expense (benefit)
    
    
    4.1
    
    
    
    (1.3
    )
    
    
    1.7
    
    
    
    (0.6
    )Net income (loss)
    
    $
    6.8
    
    
    $
    (0.3
    )
    
    
    2.9
    %
    
    
    (0.1
    )%
  14




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Comparative Analysis of Consolidated Income Statements for the Three Months Ended June 30, 2010 and
2009
 ,
        Liquidity and Capital Resources
 Sources and Uses of Cash
 :
 Three Months EndedJune 302010
    
    
    2009(In millions)Net cash provided by operating activities
    
    $
    19.4
    
    
    $
    33.9Acquisitions
    
    
    (3.3
    )
    
    
    Capital expenditures, net of proceeds from asset dispositions
    
    
    (9.8
    )
    
    
    (4.0
    )Net payments under bank credit facilities
    
    
    (5.0
    )
    
    
    (14.2
    )Net payments on term equipment notes and other debt
    
    
    (6.9
    )
    
    
    (16.3
    )Proceeds from exercise of stock options
    
    
    6.7
    
    
    
    
  15




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##### Table of Contents



:
 June 30,
    
    
    March 31,2010
    
    
    2010(In millions)Cash and cash equivalents
    
    $
    7.9
    
    
    $
    6.7Working capital
    
    
    55.0
    
    
    
    48.4Total debt
    
    
    174.0
    
    
    
    181.6
   Debt Obligations
       16




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Commitment and Contingencies
 Operating leases
 Letters of credit
 Insurance programs
 Critical Accounting Policies
  Revenue recognition
 Receivables, net of valuation allowance 
  17




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##### Table of Contents



Impairment of goodwill 
 Impairment of long-lived assets
 Insurance liabilities
 Accounting for income taxes
 Accounting for acquisitions
  18




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##### Table of Contents



Forward-Looking Statements
 This Quarterly Report on Form 10-Q 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 Quarterly Report on
Form 10-Q for a variety of reasons, which include, continuing 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 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.
 
 ITEM 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
  
 ITEM 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   19




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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
  
 ITEM 3.
    
    Defaults upon Senior Securities
  
 ITEM 4.
    
    Removed and Reserved
  
 ITEM 5.
    
    Other Information
 .
 
 ITEM 6.
    
    Exhibits
 31.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Jon C. Biro, principal financial and accounting
officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Jon C. Biro, principal financial and accounting
officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference.  20




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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:  August 4, 2010
    By:
    /s/ Jon C. BiroJon C. BiroExecutive Vice President and
Chief Financial and Accounting Officer  21




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##### Table of Contents



Exhibit Index
 31.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Jon C. Biro, principal financial and accounting
officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Jon C. Biro, principal financial and accounting
officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference.  22