##### 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 1934For the quarterly period ended June 30, 2006ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For 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 o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  o þ




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##### 



CONSOLIDATED GRAPHICS, INC.
 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
 INDEX
 Part I  Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets at June 30, 2006 and March 31, 2006
    
    
    3Consolidated Income Statements for the Three Months Ended June 30, 2006 and 2005
    
    
    4Consolidated Statements of Shareholders Equity for the Three Months Ended June 30, 2006
    
    
    5Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2006 and 2005
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    18Part II  Other Information
    
    
    19Item 1.
    
    Legal Proceedings
    
    
    19Item 1A.
    
    Risk Factors
    
    
    19Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3.
    
    Defaults upon Senior Securities
    
    
    19Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    19Item 5.
    
    Other Information
    
    
    19Item 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.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 June 30,
    
    
    March 31,2006
    
    
    2006(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    10,051
    
    
    $
    4,993Accounts receivable, net
    
    
    153,216
    
    
    
    146,296Inventories
    
    
    39,472
    
    
    
    38,430Prepaid expenses
    
    
    6,896
    
    
    
    6,799Deferred income taxes
    
    
    8,274
    
    
    
    8,356Total current assets
    
    
    217,909
    
    
    
    204,874PROPERTY AND EQUIPMENT, net
    
    
    294,951
    
    
    
    297,308GOODWILL AND OTHER INTANGIBLE ASSETS, net
    
    
    99,489
    
    
    
    100,035OTHER ASSETS
    
    
    8,572
    
    
    
    9,096$
    620,921
    
    
    $
    611,313LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    10,908
    
    
    $
    10,821Accounts payable
    
    
    48,178
    
    
    
    54,666Accrued liabilities
    
    
    75,245
    
    
    
    68,436Income taxes payable
    
    
    8,263
    
    
    
    3,477Total current liabilities
    
    
    142,594
    
    
    
    137,400LONG-TERM DEBT, net of current portion
    
    
    89,131
    
    
    
    90,678DEFERRED INCOME TAXES
    
    
    61,977
    
    
    
    64,289COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, $.01 par value; 100,000,000
shares authorized; 13,594,768 and
13,714,121 issued and outstanding
    
    
    136
    
    
    
    138Additional paid-in capital
    
    
    170,663
    
    
    
    170,581Retained earnings
    
    
    156,420
    
    
    
    148,227Total shareholders equity
    
    
    327,219
    
    
    
    318,946$
    620,921
    
    
    $
    611,313
   3




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
(Unaudited)
 Three Months EndedJune 302006
    
    
    2005SALES
    
    $
    238,425
    
    
    $
    209,915COST OF SALES
    
    
    174,420
    
    
    
    158,112Gross profit
    
    
    64,005
    
    
    
    51,803SELLING EXPENSES
    
    
    24,357
    
    
    
    22,030GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    17,215
    
    
    
    14,359Operating income
    
    
    22,433
    
    
    
    15,414INTEREST EXPENSE, net
    
    
    1,385
    
    
    
    1,364Income before taxes
    
    
    21,048
    
    
    
    14,050INCOME TAXES
    
    
    7,318
    
    
    
    5,321Net income
    
    $
    13,730
    
    
    $
    8,729BASIC EARNINGS PER SHARE
    
    $
    1.00
    
    
    $
    .63DILUTED EARNINGS PER SHARE
    
    $
    .97
    
    
    $
    .61SHARES USED TO COMPUTE EARNINGS PER SHAREBasic
    
    
    13,705
    
    
    
    13,767Diluted
    
    
    14,188
    
    
    
    14,273
   4




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In thousands)
(Unaudited, except March 31, 2006 balance)
 AdditionalCommon Stock
    
    
    Paid-In
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    TotalBALANCE, March 31, 2006
    
    
    13,714
    
    
    $
    138
    
    
    $
    170,581
    
    
    $
    148,227
    
    
    $
    318,946Exercise of stock options, including tax benefit
    
    
    28
    
    
    
    
    
    
    
    692
    
    
    
    
    
    
    
    692Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,226
    
    
    
    
    
    
    
    1,226Repurchase and retire common stock
    
    
    (147
    )
    
    
    (2
    )
    
    
    (1,836
    )
    
    
    (5,537
    )
    
    
    (7,375
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,730
    
    
    
    13,730BALANCE, June 30, 2006
    
    
    13,595
    
    
    $
    136
    
    
    $
    170,663
    
    
    $
    156,420
    
    
    $
    327,219
   5




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CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months EndedJune 302006
    
    
    2005OPERATING ACTIVITIESNet income
    
    $
    13,730
    
    
    $
    8,729Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    10,843
    
    
    
    10,442Deferred income tax provision
    
    
    (1,674
    )
    
    
    (756
    )Share-based compensation expense
    
    
    1,226
    
    
    
    Changes in assets and liabilities, net of effects of acquisitions:Accounts receivable, net
    
    
    (6,719
    )
    
    
    5,885Inventories
    
    
    (1,097
    )
    
    
    (1,734
    )Prepaid expenses
    
    
    (97
    )
    
    
    294Other assets
    
    
    (32
    )
    
    
    (33
    )Accounts payable and accrued liabilities
    
    
    1,452
    
    
    
    (10,209
    )Income taxes payable
    
    
    4,786
    
    
    
    3,531Net cash provided by operating activities
    
    
    22,418
    
    
    
    16,149INVESTING ACTIVITIESAcquisitions of businesses, net of cash acquired
    
    
    
    
    
    
    (465
    )Purchases of property and equipment
    
    
    (10,379
    )
    
    
    (3,877
    )Proceeds from asset dispositions
    
    
    1,163
    
    
    
    812Net cash used in investing activities
    
    
    (9,216
    )
    
    
    (3,530
    )FINANCING ACTIVITIESProceeds from bank credit facilities
    
    
    13,696
    
    
    
    12,633Payments on bank credit facilities
    
    
    (13,097
    )
    
    
    (23,400
    )Payments on term equipment notes and other debt
    
    
    (2,060
    )
    
    
    (1,483
    )Payments to repurchase and retire common stock
    
    
    (7,375
    )
    
    
    Proceeds from exercise of stock options, including tax benefit
    
    
    692
    
    
    
    333Net cash used in financing activities
    
    
    (8,144
    )
    
    
    (11,917
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    5,058
    
    
    
    702CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    4,993
    
    
    
    7,752CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    10,051
    
    
    $
    8,454
   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 
 Inventories
 June 30,
    
    
    March 31,2006
    
    
    2006Raw materials
    
    $
    12,543
    
    
    $
    11,485Work in progress
    
    
    21,455
    
    
    
    21,951Finished goods
    
    
    5,474
    
    
    
    4,994$
    39,472
    
    
    $
    38,430
 Goodwill and Other Intangible Assets, net 
 Earnings Per Share 
  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
 2. ACQUISITIONS
  3. LONG-TERM DEBT
  June 30,
    
    
    March 31,2006
    
    
    2006Bank credit facilities
    
    $
    43,651
    
    
    $
    43,051Term equipment notes
    
    
    42,032
    
    
    
    44,037Other
    
    
    14,356
    
    
    
    14,411100,039
    
    
    
    101,499Less: current portion
    
    
    (10,908
    )
    
    
    (10,821
    )$
    89,131
    
    
    $
    90,678
      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
 Accounting for Stock Issued to Employees.
 Share-Based Payment,
    9




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Consolidated Graphics, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
(Unaudited)
  Three MonthsEndedJune 30, 2005Net income as reported
    
    $
    8,729Less: Share-based compensation expense, net of tax
    
    
    (408
    )Pro forma net income
    
    $
    8,321Basic Earnings Per Share:Net income as reported
    
    $
    .63Pro forma net income
    
    $
    .60Diluted Earnings Per Share:Net income as reported
    
    $
    .61Pro forma net income
    
    $
    .58
  Weighted-AverageExerciseStock Options
    
    Shares
    
    
    PriceOutstanding at March 31, 2006
    
    
    1,974,459
    
    
    $
    34.31Granted
    
    
    
    
    
    
    Exercised
    
    
    (28,147
    )
    
    
    20.20Forfeited or expired
    
    
    (12,526
    )
    
    
    39.40Outstanding at June 30, 2006 (a)
    
    
    1,933,786
    
    
    
    34.49Exercisable at June 30, 2006 (a)
    
    
    1,411,118
    
    
    
    33.88
 
 (a)
    
    Stock options outstanding as of June 30, 2006 have a weighted average remaining
contractual term of 5.4 years. Based on the market value of the Companys common stock on
June 30, 2006, outstanding stock options have an aggregate intrinsic value of $33,973 and
exercisable stock options have an aggregate intrinsic value of $25,652.  Restricted Stock Unit Awards
    
    SharesOutstanding at March 31, 2006
    
    
    Granted
    
    
    12,500Exercised
    
    
    Forfeited or expired
    
    
    Outstanding at June 30, 2006 (a)
    
    
    12,500Exercisable at June 30, 2006 (a)
    
    
    
 
 (a)
    
    Restricted stock units outstanding and exercisable as of June 30, 2006 have a remaining
contractual term of 9.8 years and a total intrinsic value of $651.  10




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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, 2006. 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, 2006 and other
reports filed by us with the Securities and Exchange Commission. Operating results for the three
months ended June 30, 2006 are not necessarily indicative of the results to be expected for the
entire fiscal year ending March 31, 2007 or any periods thereafter.
 Overview
 Our Organization
   Nature of Our Services
    11




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Our Strategy
  
    
    Internal Sales GrowthWe seek to use our competitive advantages to expand
market share. We continue to pursue additional experienced sales professionals, invest
in new equipment and technology, expand our national accounts program, promote
cross-selling opportunities, and develop new and expanded digital technology-based
print-related services.
    
    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 national presence, 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.
  12




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Results of Operations
  As a Percentageof SalesThree Months
    
    
    Three MonthsEnded June 30
    
    
    Ended June 302006
    
    
    2005
    
    
    2006
    
    
    2005Sales
    
    $
    238.4
    
    
    $
    209.9
    
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    174.4
    
    
    
    158.1
    
    
    
    73.2
    
    
    
    75.3Gross profit
    
    
    64.0
    
    
    
    51.8
    
    
    
    26.8
    
    
    
    24.7Selling expenses
    
    
    24.4
    
    
    
    22.0
    
    
    
    10.2
    
    
    
    10.5General and administrative expenses
    
    
    17.2
    
    
    
    14.4
    
    
    
    7.2
    
    
    
    6.9Operating income
    
    
    22.4
    
    
    
    15.4
    
    
    
    9.4
    
    
    
    7.3Interest expense, net
    
    
    1.4
    
    
    
    1.4
    
    
    
    0.6
    
    
    
    0.6Income before taxes
    
    
    21.0
    
    
    
    14.0
    
    
    
    8.8
    
    
    
    6.7Income taxes
    
    
    7.3
    
    
    
    5.3
    
    
    
    3.0
    
    
    
    2.5Net income
    
    $
    13.7
    
    
    $
    8.7
    
    
    
    5.8
    %
    
    
    4.2
    %
  Comparative Analysis of Consolidated Income Statements for the Three Months Ended June 30, 2006 and
2005
      13




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Liquidity and Capital Resources
 Sources and Uses of Cash
 Item 1. Financial
Statements:
 Three Months EndedJune 302006
    
    
    2005(In millions)Net cash provided by operating activities
    
    $
    22.4
    
    
    $
    16.1Acquisitions of businesses
    
    
    
    
    
    
    (.5
    )Capital expenditures, net of proceeds from asset dispositions (1)
    
    
    (9.2
    )
    
    
    (3.1
    )Net proceeds (payments) under bank credit facilities
    
    
    0.6
    
    
    
    (10.8
    )Net payments on term equipment notes and other debt
    
    
    (2.1
    )
    
    
    (1.5
    )Payments to repurchase and retire common stock
    
    
    (7.4
    )
    
    
    
 
 (1)
    
    Included in capital expenditures above is $2.0 million which was reflected as an
accrued liability in the March 31, 2006 balance sheet. Item 1. Financial Statements:
 June 30,
    
    
    March 31,2006
    
    
    2006(In millions)Cash and cash equivalents
    
    $
    10.1
    
    
    $
    5.0Working capital, inclusive of cash and cash equivalents
    
    
    75.3
    
    
    
    67.5Total debt obligations
    
    
    100.0
    
    
    
    101.5
     14




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Debt Obligations
      15




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Contractual Obligations and Other Commitments
 Operating leases
 Letters of credit
 Insurance programs
 Critical Accounting Policies
  Receivables, net of valuation allowance 
  16




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Goodwill 
 Impairment of long-lived assets
 Insurance liabilities
 Accounting for income taxes
 Accounting for acquisitions
 New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 
 ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
   17




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ITEM 4. Controls and Procedures
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
   18




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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
  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
April 1, 2006
through April
30, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    68,300,000Repurchases from
May 1, 2006
through May 31,
2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    68,300,000Repurchases from
June 1, 2006
through June 30,
2006
    
    
    147,500
    
    
    $
    50.01
    
    
    
    147,500
    
    
    $
    60,924,116Total
    
    
    147,500
    
    
    $
    50.01
    
    
    
    147,500
 
 (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
  
 ITEM 5. Other Information
   19




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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).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 G. Christopher Colville, principal financial 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 G. Christopher Colville, principal financial officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference  20




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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 2, 2006
    
    By:
    
    /s/ G. Christopher ColvilleG. Christopher Colville
      Executive Vice President,
      Chief Financial and Accounting
      Officer and Secretary
  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).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 G. Christopher Colville, principal financial 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 G. Christopher Colville, principal financial officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference  22