##### 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, 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 JUNE 30, 2007
 INDEX
 Part I  Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets at June 30, 2007 and March 31, 2007
    
    
    3Consolidated Income Statements for the Three Months Ended June 30, 2007 and 2006
    
    
    4Consolidated Statements of Shareholders Equity for the Three Months Ended June 30, 2007
    
    
    5Consolidated Statements of Cash Flows for the Three Months Ended June 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
    
    
    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.
    
    Submission of Matters to a Vote of Security Holders
    
    
    20Item 5.
    
    Other Information
    
    
    20Item 6.
    
    Exhibits
    
    
    20Signatures
    
    
    21Exhibit Index
    
    
    22Exhibit 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)
 June 30,
    
    
    March 31,2007
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    13,167
    
    
    $
    12,043Accounts receivable, net
    
    
    174,966
    
    
    
    185,722Inventories
    
    
    45,227
    
    
    
    46,951Prepaid expenses
    
    
    7,839
    
    
    
    7,532Deferred income taxes
    
    
    10,085
    
    
    
    8,479Total current assets
    
    
    251,284
    
    
    
    260,727PROPERTY AND EQUIPMENT, net
    
    
    357,361
    
    
    
    354,156GOODWILL AND OTHER INTANGIBLE ASSETS, net
    
    
    98,571
    
    
    
    101,768OTHER ASSETS
    
    
    7,329
    
    
    
    7,318$
    714,545
    
    
    $
    723,969LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    12,381
    
    
    $
    12,421Accounts payable
    
    
    53,534
    
    
    
    58,519Accrued liabilities
    
    
    69,537
    
    
    
    89,496Income taxes payable
    
    
    7,279
    
    
    
    138Total current liabilities
    
    
    142,731
    
    
    
    160,574LONG-TERM DEBT, net of current portion
    
    
    122,270
    
    
    
    142,144OTHER LIABILITIES
    
    
    20,603
    
    
    
    DEFERRED INCOME TAXES
    
    
    46,274
    
    
    
    55,715COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, $.01 par value;
100,000,000 shares authorized;
13,737,321 and 13,693,698 issued and
outstanding
    
    
    137
    
    
    
    137Additional paid-in capital
    
    
    188,331
    
    
    
    185,098Retained earnings
    
    
    194,859
    
    
    
    180,113Accumulated other comprehensive income
    
    
    (660
    )
    
    
    188Total shareholders equity
    
    
    382,667
    
    
    
    365,536$
    714,545
    
    
    $
    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 EndedJune 302007
    
    
    2006SALES
    
    $
    258,646
    
    
    $
    238,425COST OF SALES
    
    
    190,469
    
    
    
    174,420Gross profit
    
    
    68,177
    
    
    
    64,005SELLING EXPENSES
    
    
    26,434
    
    
    
    24,357GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    19,312
    
    
    
    17,215OTHER
(INCOME) EXPENSE, net
    
    
    (2,350
    )
    
    
    Operating income
    
    
    24,781
    
    
    
    22,433INTEREST EXPENSE, net
    
    
    1,894
    
    
    
    1,385Income before taxes
    
    
    22,887
    
    
    
    21,048INCOME TAXES
    
    
    9,330
    
    
    
    7,318Net income
    
    $
    13,557
    
    
    $
    13,730BASIC EARNINGS PER SHARE
    
    $
    .99
    
    
    $
    1.00DILUTED EARNINGS PER SHARE
    
    $
    .96
    
    
    $
    .97SHARES USED TO COMPUTE EARNINGS PER SHAREBasic
    
    
    13,716
    
    
    
    13,705Diluted
    
    
    14,162
    
    
    
    14,188
   4




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##### Table of Contents



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
    
    
    43
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    2,000Compensation expense
    
    
    
    
    
    
    
    
    
    
    1,233
    
    
    
    
    
    
    
    
    
    
    
    1,233Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (848
    )
    
    
    (848
    )Adoption of FIN 48 cumulative
effect adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,189
    
    
    
    
    
    
    
    1,189Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,557
    
    
    
    
    
    
    
    13,557BALANCE, June 30, 2007
    
    
    13,737
    
    
    $
    137
    
    
    $
    188,331
    
    
    $
    194,859
    
    
    $
    (660
    )
    
    $
    382,667
   5




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CONSOLIDATED GRAPHICS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedJune 302007
    
    
    2006OPERATING ACTIVITIESNet income
    
    $
    13,557
    
    
    $
    13,730Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    12,715
    
    
    
    10,843Deferred income tax provision
    
    
    (1,216
    )
    
    
    (1,674
    )Share-based compensation expense
    
    
    1,233
    
    
    
    1,226Non-cash currency gain
    
    
    (2,781
    )
    
    
    Changes in assets and liabilities, net of effects of acquisitionsAccounts receivable, net
    
    
    11,344
    
    
    
    (6,719
    )Inventories
    
    
    1,722
    
    
    
    (1,097
    )Prepaid expenses
    
    
    (298
    )
    
    
    (97
    )Other assets
    
    
    9
    
    
    
    (32
    )Accounts
payable, accrued liabilities and other
    
    
    (10,192
    )
    
    
    1,452Income taxes payable
    
    
    7,141
    
    
    
    4,786Net cash provided by operating activities
    
    
    33,234
    
    
    
    22,418INVESTING ACTIVITIESAcquisitions of businesses, net of cash acquired
    
    
    (5,638
    )
    
    
    Purchases of property and equipment
    
    
    (9,339
    )
    
    
    (10,379
    )Proceeds from asset dispositions
    
    
    633
    
    
    
    1,163Net cash used in investing activities
    
    
    (14,344
    )
    
    
    (9,216
    )FINANCING ACTIVITIESProceeds from bank credit facilities
    
    
    12,398
    
    
    
    13,696Payments on bank credit facilities
    
    
    (29,707
    )
    
    
    (13,097
    )Payments on term equipment notes and other debt
    
    
    (2,638
    )
    
    
    (2,060
    )Payments to repurchase and retire common stock
    
    
    
    
    
    
    (7,375
    )Proceeds from exercise of stock options
    
    
    2,000
    
    
    
    692Net cash used in financing activities
    
    
    (17,947
    )
    
    
    (8,144
    )Effect of exchange rate changes on cash
    
    
    181
    
    
    
    NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    1,124
    
    
    
    5,058CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    12,043
    
    
    
    4,993CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    13,167
    
    
    $
    10,051
   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
 June 30,
    
    
    March 31,2007
    
    
    2007Raw materials
    
    $
    15,512
    
    
    $
    15,608Work in progress
    
    
    24,137
    
    
    
    26,659Finished goods
    
    
    5,578
    
    
    
    4,684$
    45,227
    
    
    $
    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
  June 30,
    
    
    March 31,2007
    
    
    2007Bank credit facilities
    
    $
    76,865
    
    
    $
    94,143Term equipment notes
    
    
    45,613
    
    
    
    48,144Other
    
    
    12,173
    
    
    
    12,278134,651
    
    
    
    154, 565Less: current portion
    
    
    (12,381
    )
    
    
    (12,421
    )$
    122,270
    
    
    $
    142,144
    8




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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
   9




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
 Share-Based Payment
    Weighted-Average ExerciseStock Options
    
    Shares
    
    
    PriceOutstanding at March 31, 2007
    
    
    1,534,234
    
    
    $
    36.66Granted
    
    
    
    
    
    
    Exercised
    
    
    (43,623
    )
    
    
    30.46Forfeited or expired
    
    
    (58,249
    )
    
    
    44.17Outstanding at June 30, 2007 (a)
    
    
    1,432,362
    
    
    
    36.55Exercisable at June 30, 2007 (a)
    
    
    1,141,988
    
    
    
    35.43
 
 (a)
    
    Stock options outstanding as of June 30, 2007 have a weighted average remaining contractual
term of 4.8 years. Based on the market value of the Companys common stock on June 30, 2007,
outstanding stock options have an aggregate intrinsic value of $46,881 and exercisable stock
options have an aggregate intrinsic value of $37,377.
  Restricted Stock Unit Awards
    
    SharesOutstanding at March 31, 2007
    
    
    12,500Granted
    
    
    12,500Exercised
    
    
    Forfeited or expired
    
    
    Outstanding at June 30, 2007 (a)
    
    
    25,000Exercisable at June 30, 2007 (a)
    
    
    2,500
 
 (a)
    
    Restricted stock units outstanding as of June 30, 2007 have a weighted average remaining
contractual term of 2.9 years and a total intrinsic value of $1,732.
 5. INCOME TAXES
 Accounting for Uncertainty in Income Taxes  an Interpretation
of FASB Statement No. 109
  10




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
      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 three
months ended June 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
  As a Percentageof SalesThree Months
    
    
    Three MonthsEnded June 30
    
    
    Ended June 302007
    
    
    2006
    
    
    2007
    
    
    2006(in millions)Sales
    
    $
    258.6
    
    
    $
    238.4
    
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    190.4
    
    
    
    174.4
    
    
    
    73.6
    
    
    
    73.2Gross profit
    
    
    68.2
    
    
    
    64.0
    
    
    
    26.4
    
    
    
    26.8Selling expenses
    
    
    26.4
    
    
    
    24.4
    
    
    
    10.2
    
    
    
    10.2General and administrative expenses
    
    
    19.3
    
    
    
    17.2
    
    
    
    7.5
    
    
    
    7.2Other
(income) expense, net
    
    
    (2.3
    )
    
    
    
    
    
    
    (0.9
    )
    
    
    Operating income
    
    
    24.8
    
    
    
    22.4
    
    
    
    9.6
    
    
    
    9.4Interest expense, net
    
    
    1.9
    
    
    
    1.4
    
    
    
    0.7
    
    
    
    0.6Income before taxes
    
    
    22.9
    
    
    
    21.0
    
    
    
    8.9
    
    
    
    8.8Income taxes
    
    
    9.3
    
    
    
    7.3
    
    
    
    3.7
    
    
    
    3.0Net Income
    
    $
    13.6
    
    
    $
    13.7
    
    
    
    5.2
    %
    
    
    5.8
    %
  Comparative Analysis of Consolidated Income Statements for the Three Months Ended June 30, 2007 and
2006
       Accounting for Uncertainty in Income Taxes an Interpretation
of FASB Statement No. 109. Note 5. Income
Taxes
  14




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Liquidity and Capital Resources
 Sources and Uses of Cash
 Item 1. Financial
Statements:
 Three Months EndedJune 302007
    
    
    2006(In millions)Net cash provided by operating activities
    
    $
    33.2
    
    
    $
    22.4Acquisitions of businesses
    
    
    (5.6
    )
    
    
    Capital expenditures, net of proceeds from asset dispositions
    
    
    (8.7
    )
    
    
    (9.2
    )Net proceeds (payments) under bank credit facilities
    
    
    (17.3
    )
    
    
    0.6Net payments on term equipment notes and other debt
    
    
    (2.6
    )
    
    
    (2.1
    )Payments to repurchase and retire common stock
    
    
    
    
    
    
    (7.4
    )Proceeds from exercise of stock options
    
    
    2.0
    
    
    
    0.7
 Item 1. Financial Statements:
 June 30,
    
    
    March 31,2007
    
    
    2007(In millions)Cash and cash equivalents
    
    $
    13.2
    
    
    $
    12.0Working capital, inclusive of cash and cash equivalents
    
    
    108.6
    
    
    
    100.2Total debt obligations
    
    
    134.7
    
    
    
    154.6
     15




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Debt Obligations
       16




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Contractual Obligations and Other Commitments
 Operating leases
 Letters of credit
 Insurance programs
 Critical Accounting Policies
   17




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Receivables, net of valuation allowance 
 Goodwill 
 Impairment of long-lived assets 
 Insurance liabilities 
 Accounting for income taxes  Note 5. Income Taxes
 Accounting for acquisitions 
  18




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ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
   
 ITEM 4. Controls and Procedures
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
   19




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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. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  
 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).*10.1
    
    Form of Restricted Stock Unit
Agreement (Consolidated Graphics, Inc. Form 8-K (June 14, 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
  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 1, 2007
    By:
    /s/ Joe R. DavisJoe R. DavisChief Executive Officer and
Principal Financial Officer  21




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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).*10.1
    
    Form of Restricted Stock Unit
Agreement (Consolidated Graphics, Inc. Form 8-K (June 14, 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