##### 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, 2009
 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
  Large accelerated filer o
    
    Accelerated filer þNon-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, 2009
 INDEX
 Part I  Financial Information
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets at June 30, 2009 and March 31, 2009
    
    
    3Condensed Consolidated Income Statements for the Three Months Ended June 30, 2009 and 2008
    
    
    4Condensed Consolidated Statement of Shareholders Equity for the Three Months Ended June 30, 2009
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2009 and 2008
    
    
    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. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    21Signatures
    
    
    22Exhibit Index
    
    
    23Exhibit 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 312009
    
    
    2009ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    9,238
    
    
    $
    9,762Accounts receivable, net
    
    
    150,700
    
    
    
    173,501Inventories
    
    
    51,251
    
    
    
    52,737Prepaid expenses
    
    
    19,876
    
    
    
    17,340Deferred income taxes
    
    
    16,558
    
    
    
    18,909Total current assets
    
    
    247,623
    
    
    
    272,249PROPERTY AND EQUIPMENT, net
    
    
    419,737
    
    
    
    430,519GOODWILL
    
    
    29,436
    
    
    
    29,436OTHER INTANGIBLE ASSETS, net
    
    
    23,828
    
    
    
    24,691OTHER ASSETS
    
    
    7,730
    
    
    
    8,313$
    728,354
    
    
    $
    765,208LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    27,976
    
    
    $
    27,026Accounts payable
    
    
    43,777
    
    
    
    48,519Accrued liabilities
    
    
    84,295
    
    
    
    86,718Income taxes payable
    
    
    93
    
    
    
    553Total current liabilities
    
    
    156,141
    
    
    
    162,816LONG-TERM DEBT, net of current portion
    
    
    257,081
    
    
    
    287,164OTHER LIABILITIES
    
    
    15,227
    
    
    
    14,794DEFERRED INCOME TAXES, net
    
    
    48,196
    
    
    
    49,970Total liabilities
    
    
    476,645
    
    
    
    514,744COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, $.01 par value;
100,000,000 shares authorized;
11,162,667 and11,152,875 issued
and outstanding
    
    
    111
    
    
    
    111Additional paid-in capital
    
    
    164,675
    
    
    
    163,131Retained earnings
    
    
    87,492
    
    
    
    87,806Accumulated other comprehensive loss
    
    
    (569
    )
    
    
    (584
    )Total shareholders equity
    
    
    251,709
    
    
    
    250,464$
    728,354
    
    
    $
    765,208
   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 30,2009
    
    
    2008SALES
    
    $
    225,861
    
    
    $
    285,194COST OF SALES
    
    
    181,032
    
    
    
    214,554Gross profit
    
    
    44,829
    
    
    
    70,640SELLING EXPENSES
    
    
    22,791
    
    
    
    28,404GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    21,213
    
    
    
    22,277OTHER (INCOME) EXPENSE, net
    
    
    (54
    )
    
    
    5Operating income
    
    
    879
    
    
    
    19,954INTEREST EXPENSE, net
    
    
    2,484
    
    
    
    4,211Income (loss) before taxes
    
    
    (1,605
    )
    
    
    15,743INCOME TAX EXPENSE (BENEFIT)
    
    
    (1,291
    )
    
    
    6,127Net income (loss)
    
    $
    (314
    )
    
    $
    9,616BASIC EARNINGS (LOSS) PER SHARE
    
    $
    (.03
    )
    
    $
    .87DILUTED EARNINGS (LOSS) PER SHARE
    
    $
    (.03
    )
    
    $
    .84SHARES USED TO COMPUTE EARNINGS
(LOSS) PER SHAREBasic
    
    
    11,159
    
    
    
    11,111Diluted
    
    
    11,159
    
    
    
    11,461
   4




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CONSOLIDATED GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(In thousands)
(Unaudited)
 Additional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    TotalBALANCE, March 31, 2009
    
    
    11,153
    
    
    $
    111
    
    
    $
    163,131
    
    
    $
    87,806
    
    
    $
    (584
    )
    
    $
    250,464Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (314
    )
    
    
    
    
    
    
    (314
    )Other comprehensive income -
currency translation adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    15Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (299
    )Exercise of stock options,
including tax benefit
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,544
    
    
    
    
    
    
    
    
    
    
    
    1,544BALANCE, June 30, 2009
    
    
    11,163
    
    
    $
    111
    
    
    $
    164,675
    
    
    $
    87,492
    
    
    $
    (569
    )
    
    $
    251,709
   5




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months EndedJune 302009
    
    
    2008OPERATING ACTIVITIESNet income (loss)
    
    $
    (314
    )
    
    $
    9,616Adjustments to reconcile net income (loss) to net cash provided by
operating activitiesDepreciation
    
    
    16,873
    
    
    
    15,054Amortization
    
    
    863
    
    
    
    956Bad debt expense (recovery)
    
    
    (434
    )
    
    
    289Foreign currency gain
    
    
    (159
    )
    
    
    (63
    )Deferred income taxes
    
    
    703
    
    
    
    (1,263
    )Share-based compensation expense
    
    
    1,544
    
    
    
    1,644Changes in assets and liabilities, net of effect of acquisitionsAccounts receivable, net
    
    
    23,607
    
    
    
    10,431Inventories
    
    
    1,696
    
    
    
    (825
    )Prepaid expenses
    
    
    (2,524
    )
    
    
    (1,639
    )Other assets
    
    
    585
    
    
    
    68Accounts payable and accrued liabilities
    
    
    (8,555
    )
    
    
    (2,277
    )Other liabilities
    
    
    433
    
    
    
    902Income taxes payable
    
    
    (457
    )
    
    
    3,706Net cash provided by operating activities
    
    
    33,861
    
    
    
    36,599INVESTING ACTIVITIESAcquisitions of businesses, net of cash acquired
    
    
    
    
    
    
    (6,654
    )Purchases of property and equipment
    
    
    (4,476
    )
    
    
    (8,031
    )Proceeds from asset dispositions
    
    
    450
    
    
    
    975Net cash used in investing activities
    
    
    (4,026
    )
    
    
    (13,710
    )FINANCING ACTIVITIESProceeds from bank credit facilities
    
    
    15,819
    
    
    
    42,644Payments on bank credit facilities
    
    
    (30,048
    )
    
    
    (58,959
    )Payments on term equipment notes and other debt
    
    
    (16,251
    )
    
    
    (5,499
    )Proceeds from exercise of stock options, including excess tax benefit
    
    
    
    
    
    
    2,947Net cash used in financing activities
    
    
    (30,480
    )
    
    
    (18,867
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    121
    
    
    
    37NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (524
    )
    
    
    4,059CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    9,762
    
    
    
    15,131CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    9,238
    
    
    $
    19,190
   6




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
 Reclassification
 Revenue Recognition and Accounts Receivable
 Earnings Per Share
 Three Months EndedJune 302009
    
    
    2008Numerator:Net income (loss)
    
    $
    (314
    )
    
    $
    9,616Denominator:Weighted average number of common shares outstanding
    
    
    11,159,403
    
    
    
    11,110,592Dilutive options and awards
    
    
    
    
    
    
    349,986Diluted weighted average number of common shares outstanding
    
    
    11,159,403
    
    
    
    11,460,578Net earnings (loss) per shareBasic
    
    $
    (.03
    )
    
    $
    .87Diluted
    
    $
    (.03
    )
    
    $
    .84
  7




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
  Inventories
 June 30,
    
    
    March 31,2009
    
    
    2009Raw materials
    
    $
    21,688
    
    
    $
    22,587Work in progress
    
    
    24,094
    
    
    
    24,896Finished goods
    
    
    5,469
    
    
    
    5,254$
    51,251
    
    
    $
    52,737
 Goodwill and Long-Lived Assets Goodwill and Other Intangible
Assets, Accounting for the Impairment or Disposal of Long-Lived Assets.
    8




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




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
 2. LONG  TERM DEBT
  June 30,
    
    
    March 31,2009
    
    
    2009Bank credit facilities
    
    $
    191,818
    
    
    $
    214,701Term equipment notes
    
    
    84,802
    
    
    
    90,980Other
    
    
    8,437
    
    
    
    8,509285,057
    
    
    
    314,190Lesscurrent portion
    
    
    (27,976
    )
    
    
    (27,026
    )$
    257,081
    
    
    $
    287,164
        10




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
   3. SHARE  BASED COMPENSATION
   Weighted-AverageExerciseStock Options
    
    Shares
    
    
    PriceOutstanding at March 31, 2009
    
    
    1,799,776
    
    
    $
    37.85Granted
    
    
    40,000
    
    
    
    15.96Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    (5,352
    )
    
    
    19.35Outstanding at June 30, 2009 (a)
    
    
    1,834,424
    
    
    
    37.42Exercisable at June 30, 2009 (a)
    
    
    1,083,778
    
    
    
    33.67
 
 (a)
    
    Stock options outstanding as of June 30, 2009 have a weighted average remaining contractual life of
6.1 years. Based on the market value of the Companys common stock on June 30, 2009,
outstanding stock options have an aggregate intrinsic value of $2,064 and exercisable
stock options have an aggregate intrinsic value of $1,956.  Restricted Stock Unit Awards
    
    SharesOutstanding at March 31, 2009
    
    
    29,375Granted
    
    
    25,000Vested and issued
    
    
    (9,792
    )Forfeited or expired
    
    
    Outstanding at June 30, 2009 (a)
    
    
    44,583
 
 (a)
    
    Restricted stock units outstanding as of June 30, 2009 have a weighted average remaining contractual
term of 1.5 years and a total intrinsic value of $777.  11




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
 Share-Based Payment,
  4. INCOME TAXES
 Accounting for Uncertainty in
Income Taxes  an Interpretation of FASB Statement No. 109
     12




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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/A as of and for the year ended March 31, 2009. 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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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 consolidation 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 302009
    
    
    2008
    
    
    2009
    
    
    2008Sales
    
    $
    225.9
    
    
    $
    285.2
    
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    181.1
    
    
    
    214.6
    
    
    
    80.2
    
    
    
    75.2Gross profit
    
    
    44.8
    
    
    
    70.6
    
    
    
    19.8
    
    
    
    24.8Selling expenses
    
    
    22.8
    
    
    
    28.4
    
    
    
    10.1
    
    
    
    10.0General and administrative expenses
    
    
    21.1
    
    
    
    22.2
    
    
    
    9.3
    
    
    
    7.8Other (income) expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income
    
    
    0.9
    
    
    
    20.0
    
    
    
    0.4
    
    
    
    7.0Interest expense, net
    
    
    2.5
    
    
    
    4.3
    
    
    
    1.1
    
    
    
    1.5Income (loss) before taxes
    
    
    (1.6
    )
    
    
    15.7
    
    
    
    (0.7
    )
    
    
    5.5Income taxes
    
    
    (1.3
    )
    
    
    6.1
    
    
    
    (0.6
    )
    
    
    2.1Net Income (loss)
    
    $
    (0.3
    )
    
    $
    9.6
    
    
    
    (0.1
    )%
    
    
    3.4
    %
  Comparative Analysis of Consolidated Income Statements for the Three Months Ended June 30, 2009 and
2008
   14




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Liquidity and Capital Resources
 Sources and Uses of Cash
 Item 1. Financial Statements:
 Three Months EndedJune 302009
    
    
    2008(In millions)Net cash provided by operating activities
    
    $
    33.9
    
    
    $
    36.6Acquisitions of businesses
    
    
    
    
    
    
    (6.7
    )Capital expenditures, net of proceeds from asset dispositions
    
    
    (4.0
    )
    
    
    (7.1
    )Net payments under bank credit facilities
    
    
    (14.2
    )
    
    
    (16.3
    )Net payments on term equipment notes and other debt
    
    
    (16.3
    )
    
    
    (5.5
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    2.9
 Item 1. Financial Statements:
 June 30,
    
    
    March 31,2009
    
    
    2009(In millions)Cash and cash equivalents
    
    $
    9.2
    
    
    $
    9.8Working capital, inclusive of cash and cash equivalents
    
    
    91.5
    
    
    
    109.4Total debt
    
    
    285.1
    
    
    
    314.2
   15




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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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Impairment of Goodwill 
 Impairment of long-lived assets
 Insurance liabilities
 Accounting for income taxes Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No.109
 Accounting for acquisitions
 New Accounting Pronouncements
 Business Combinations
  18




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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 expenses, including labor costs, the unfavorable outcome of legal proceedings,
the lack of or adequacy of insurance coverage for its business 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 this Quarterly Report
on Form 10-Q 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 most recently filed Annual Report on Form 10-K/A 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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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
 .
  20




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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).*3.4
    
    Amendment to the Second Amended and Restated By-Laws of the Company adopted as of December 21, 2007
(Consolidated Graphics, Inc. Form 8-K (December 26, 2007), Exhibit 1).*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).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  21




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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 5, 2009
    By:
    /s/ Jon C. BiroJon C. BiroExecutive Vice President and
Chief Financial and Accounting Officer  22




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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).*3.4
    
    Amendment to the Second Amended and Restated By-Laws of the Company adopted as of December 21, 2007
(Consolidated Graphics, Inc. Form 8-K (December 26, 2007), Exhibit 1).*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).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  23