##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 (MARK ONE)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED MARCH 31, 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
(STATE OR OTHER JURISDICTION 
OF INCORPORATION OR ORGANIZATION)
    
    76-0190827
(IRS EMPLOYER IDENTIFICATION NO.)5858 WESTHEIMER, SUITE 200HOUSTON, TEXAS
    
    77057(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
    
    (ZIP CODE)
 (713) 787-0977
 Securities registered pursuant to Section 12(b) of the Act:COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS)
    
    NEW YORK STOCK EXCHANGE
(NAME OF EACH EXCHANGE
ON WHICH REGISTERED)Securities registered pursuant to Section 12(g) of the Act:NONE
 
 þ o
 Act. Yes o No þ
 days. Yes þ No o
 Form 10-K. þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 Act). Yes o No þ
  COMMON STOCK, $.01 PAR VALUE$751,147,779
 COMMON STOCK, $.01 PAR VALUE13,696,390
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



CONSOLIDATED GRAPHICS, INC.
FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2007
 INDEX
 PART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    9Item 1B.
    
    Unresolved Staff Comments
    
    
    11Item 2.
    
    Properties
    
    
    11Item 3.
    
    Legal Proceedings
    
    
    11Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    11PART IIItem 5.
    
    Market for Registrants Common Equity, Related Shareholder Matters
and Issuer Purchases of Equity Securities
    
    
    11Item 6.
    
    Selected Consolidated Financial Data
    
    
    12Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 7A.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    
    21Item 8.
    
    Financial Statements and Supplementary Data
    
    
    22Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    41Item 9A.
    
    Controls and Procedures
    
    
    41Item 9B.
    
    Other Information
    
    
    41PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    42Item 11.
    
    Executive Compensation
    
    
    42Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
    
    
    42Item 13.
    
    Certain Relationships and Related Transactions
    
    
    42Item 14.
    
    Principal Accountant Fees and Services
    
    
    42PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    42Signatures
    
    
    45Exhibit Index
    
    
    46Exhibit 21Exhibit 23Exhibit 24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1
   2




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PART I
 
 Item 1.
    
    Business
 In this annual report, the words Consolidated Graphics, CGX, the Company, we,
our and us refer to Consolidated Graphics, Inc, collectively with our consolidated
subsidiaries, unless the context indicates otherwise. Our fiscal year ends on March 31st.
 Company Overview
    www.cgx.com www.sec.gov
 Industry Background
    3




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Competition
   
    
    Extent and quality of customer service, including ability to meet customer deadlines
    
    Quality of finished materials
    
    Cost structure
    
    Financial strength
  Business Strategy
   4




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Internal Sales Growth
 
    
    Aggressively pursuing new business opportunities and experienced sales
professionals to gain market share and strengthen our competitive position going
forward.
    
    Continuing to invest in new equipment and technology that enables us to provide
increasingly higher levels of service and a broader range of capabilities.
    
    Capitalizing on our national presence and wide range of capabilities to pursue
sole or preferred-source opportunities with national accounts.
    
    Providing information and training to our sales professionals (593 currently)
to ensure they are knowledgeable about the complete range of services and capabilities
we offer.
 Disciplined
Acquisition Program
 Cost Savings
 Best Practices/Benchmarking
 Leadership Development
 Printing Operations
  Commercial Printing Services
    5




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Print-related Services
   
    
    StoreFront
Enables customers to custom prepare and order printed materials and have them
produced and delivered in such quantity, at such time and in such manner as they
prefer
    
    CrossMedia
A unique capability to enhance the creation, distribution, tracking and analysis of
marketing programs and activities
    
    Online digital asset library management
An internet-based solution providing comprehensive outsourcing of all image-based
customer marketing materials
    
    CGX Mail List
A robust, remotely hosted data warehouse and solution
  6




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Sales and Marketing
     Customers
    7




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Suppliers
    Employees
  Executive Officers
 Joe R. Davis
 G. Christopher Colville
 Government Regulation and Environmental Matters
   8




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Financial Information About Geographic Areas
  
 Item 1A.
    
    Risk Factors
  Fluctuations in the costs of paper, ink, energy, postage and other raw materials may adversely
impact us .
  The financial condition of our customers may deteriorate and could affect payment of amounts owed
to us.
  We may not be able to improve our operating efficiencies rapidly enough to meet market conditions.
  We may be unable to successfully integrate the operations of acquired businesses and may not
achieve the cost savings and increased revenues anticipated as a result of these acquisitions.
  We may be unable to hire and retain talented employees, including senior management.
  Costs to provide health care and certain other benefits to our employees may increase.
  Declines in general economic conditions or acts of war and terrorism may adversely impact our
business.
   9




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The highly competitive market for our services may create adverse pricing pressures.
  Decline in preference for using or receiving printed materials in lieu of alternative mediums may
adversely affect our business.
  Changes in the laws and regulations to which we are subject may increase our costs.
  Advances in technology may reduce barriers to entry and may result in increased competition.
  We rely on our information technology infrastructure and our management information systems for
many enterprise-critical functions. If our information systems fail to adequately perform these
functions or if we experience an interruption in their operation, our business and results of
operations could be adversely affected.
  We generally do not have long-term customer agreements.
  We depend on good labor relations.
  We rely on the ability to borrow cash to make acquisitions, fund capital expenditures and provide
working capital to the extent such cash needs exceed our internally generated cash flow.
   10




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Item 1B.
    
    Unresolved Staff Comments
  
 Item 2.
    
    Properties
  
 Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
  Fiscal 2007Quarter Ended:
    
    High
    
    LowJune 30, 2006
    
    
    57.44
    
    
    
    48.20September 30, 2006
    
    
    64.50
    
    
    
    47.53December 31, 2006
    
    
    64.17
    
    
    
    55.39March 31, 2007
    
    
    77.00
    
    
    
    57.26
 Fiscal 2006Quarter Ended:
    
    High
    
    LowJune 30, 2005
    
    
    52.06
    
    
    
    40.51September 30, 2005
    
    
    45.41
    
    
    
    37.16December 31, 2005
    
    
    52.08
    
    
    
    36.06March 31, 2006
    
    
    53.76
    
    
    
    46.34
    11




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Item 6.
    
    Selected Consolidated Financial Data
 Item 8.
Financial Statements and Supplementary Data:
 Year Ended March 312007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands, except per share data)Income Statement DataSales
    
    $
    1,006,186
    
    
    $
    879,023
    
    
    $
    779,016
    
    
    $
    708,060
    
    
    $
    710,279Cost of sales
    
    
    736,996
    
    
    
    661,560
    
    
    
    586,615
    
    
    
    540,080
    
    
    
    540,586Gross profit
    
    
    269,190
    
    
    
    217,463
    
    
    
    192,401
    
    
    
    167,980
    
    
    
    169,693Selling expenses
    
    
    101,649
    
    
    
    91,266
    
    
    
    81,456
    
    
    
    76,189
    
    
    
    78,008General and administrative expenses
    
    
    69,223
    
    
    
    58,993
    
    
    
    54,116
    
    
    
    51,887
    
    
    
    52,252Goodwill impairment(1)
    
    
    11,533
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,033Operating income
    
    
    86,785
    
    
    
    67,204
    
    
    
    56,829
    
    
    
    39,904
    
    
    
    1,400Interest expense, net
    
    
    6,702
    
    
    
    5,514
    
    
    
    5,107
    
    
    
    7,216
    
    
    
    10,055Income (loss) before income taxes and
accounting change
    
    
    80,083
    
    
    
    61,690
    
    
    
    51,722
    
    
    
    32,688
    
    
    
    (8,655
    )Income taxes
    
    
    29,342
    
    
    
    23,192
    
    
    
    19,000
    
    
    
    12,691
    
    
    
    4,284Income (loss) before accounting change
    
    
    50,741
    
    
    
    38,498
    
    
    
    32,722
    
    
    
    19,997
    
    
    
    (12,939
    )Cumulative effect of accounting change, net
of tax(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,376Net income (loss)
    
    $
    50,741
    
    
    $
    38,498
    
    
    $
    32,722
    
    
    $
    19,997
    
    
    $
    (87,315
    )Earnings (loss) per shareBasic
    
    $
    3.74
    
    
    $
    2.81
    
    
    $
    2.40
    
    
    $
    1.49
    
    
    $
    (6.58
    )Diluted
    
    $
    3.65
    
    
    $
    2.73
    
    
    $
    2.31
    
    
    $
    1.44
    
    
    $
    (6.58
    )
 March 312007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands)Balance Sheet DataWorking capital
    
    $
    100,153
    
    
    $
    67,474
    
    
    $
    64,225
    
    
    $
    47,488
    
    
    $
    53,747Property and equipment, net
    
    
    354,156
    
    
    
    297,308
    
    
    
    297,600
    
    
    
    272,801
    
    
    
    278,134Total assets
    
    
    723,969
    
    
    
    611,313
    
    
    
    590,229
    
    
    
    526,209
    
    
    
    512,583Long-term debt, net of current portion
    
    
    142,144
    
    
    
    90,678
    
    
    
    111,895
    
    
    
    98,265
    
    
    
    143,167Total shareholders equity
    
    
    365,536
    
    
    
    318,946
    
    
    
    283,332
    
    
    
    245,612
    
    
    
    221,223
 
 (1)
    
    Reflects the impairment of goodwill value as of March 31, 2007 and March 31, 2003 under
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets.(2)
    
    Reflects a transitional impairment charge pursuant to our adoption of SFAS No. 142 as of
April 1, 2002.  12




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Item 7.
    
    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. Our expectations regarding future sales and
profitability assume, among other things, stability in the economy and reasonable growth in the
demand for our products, the continued availability of raw materials at affordable prices and
retention of our key management and operating personnel. In addition, our expectations regarding
future acquisitions assume, among other things, our ability to identify new acquisition
opportunities and our ability to negotiate and finance such acquisitions on acceptable terms, as
well as the ability to successfully absorb and manage such acquisitions. 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 this Form 10-K was filed to
reflect the occurrence of events or changes in circumstances or expectations.
 Overview
   
    
    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 Percentage of SalesYear Ended March 31
    
    
    Year Ended March 312007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005(In millions)Sales
    
    $
    1,006.2
    
    
    $
    879.0
    
    
    $
    779.0
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    737.0
    
    
    
    661.5
    
    
    
    586.6
    
    
    
    73.2
    
    
    
    75.3
    
    
    
    75.3Gross profit
    
    
    269.2
    
    
    
    217.5
    
    
    
    192.4
    
    
    
    26.8
    
    
    
    24.7
    
    
    
    24.7Selling expenses
    
    
    101.7
    
    
    
    91.3
    
    
    
    81.5
    
    
    
    10.1
    
    
    
    10.4
    
    
    
    10.5General and administrative expenses
    
    
    69.2
    
    
    
    59.0
    
    
    
    54.1
    
    
    
    6.9
    
    
    
    6.7
    
    
    
    6.9Goodwill impairment
    
    
    11.5
    
    
    
    
    
    
    
    
    
    
    
    1.2
    
    
    
    
    
    
    
    Operating income
    
    
    86.8
    
    
    
    67.2
    
    
    
    56.8
    
    
    
    8.6
    
    
    
    7.6
    
    
    
    7.3Interest expense, net
    
    
    6.7
    
    
    
    5.5
    
    
    
    5.1
    
    
    
    0.7
    
    
    
    0.6
    
    
    
    0.7Income before taxes
    
    
    80.1
    
    
    
    61.7
    
    
    
    51.7
    
    
    
    7.9
    
    
    
    7.0
    
    
    
    6.6Income taxes
    
    
    29.4
    
    
    
    23.2
    
    
    
    19.0
    
    
    
    2.9
    
    
    
    2.6
    
    
    
    2.4Net income
    
    $
    50.7
    
    
    $
    38.5
    
    
    $
    32.7
    
    
    
    5.0
    %
    
    
    4.4
    %
    
    
    4.2
    %
  Analysis of Consolidated Income Statements for Fiscal 2007 as Compared to Fiscal 2006
   14




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2.
   Analysis of Consolidated Income Statements for Fiscal 2006 as Compared to Fiscal 2005
      15




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Liquidity and Capital Resources
 Sources and Uses of Cash
 Item 8. Financial
Statements and Supplementary Data:
 Year Ended March 312007
    
    
    2006
    
    
    2005(In millions)Net cash provided by operating activities
    
    $
    72.8
    
    
    $
    79.2
    
    
    $
    75.2Acquisitions of businesses
    
    
    (67.6
    )
    
    
    (28.0
    )
    
    
    (49.0
    )Capital expenditures, net of proceeds from asset dispositions(1)
    
    
    (39.1
    )
    
    
    (13.9
    )
    
    
    (13.8
    )Net proceeds (payments) under bank credit facilities
    
    
    51.1
    
    
    
    (27.1
    )
    
    
    34.6Net payments on term equipment notes and other debt
    
    
    (3.1
    )
    
    
    (8.8
    )
    
    
    (53.2
    )Payments to repurchase and retire common stock
    
    
    (24.7
    )
    
    
    (6.7
    )
    
    
    Proceeds from exercise of stock options
    
    
    17.6
    
    
    
    2.5
    
    
    
    3.4
 
 (1)
    
    Excludes capital expenditures of $5.1 million in fiscal 2007, $16.5 million in
fiscal 2006 and $13.3 million in fiscal 2005, which were directly financed and/or
accrued as a current liability. Item 8. Financial Statements and Supplementary Data:
 March 312007
    
    
    2006
    
    
    2005(In millions)Cash and cash equivalents
    
    $
    12.0
    
    
    $
    5.0
    
    
    $
    7.8Working capital, inclusive of cash and cash equivalents
    
    
    100.2
    
    
    
    67.5
    
    
    
    64.2Total debt obligations
    
    
    154.6
    
    
    
    101.5
    
    
    
    119.5
    16




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Debt Obligations
     17




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18




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Contractual Obligations and Other Commitments
  Less Than
    
    
    1 - 3
    
    
    3 - 5
    
    
    More ThanTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsDebt obligations
    
    $
    154.6
    
    
    $
    17.2
    (1)
    
    $
    29.9
    
    
    $
    98.2
    
    
    $
    9.3Operating lease obligations
    
    
    59.6
    
    
    
    14.3
    
    
    
    21.2
    
    
    
    12.1
    
    
    
    12.0
 
 (1)
    
    As we have both the ability and intent to refinance $4.7 million outstanding at March 31,
2007 under an Auxiliary Bank Facility due to expire in
December 2007, such borrowing is
classified as long-term debt in our consolidated balance sheet at March 31, 2007, but for
purposes of this table only, this $4.7 million borrowing is included as a current debt
obligation in the Less Than 1 Year category. Operating leases
 Letters of credit
 Insurance programs
 Critical Accounting Policies
  Receivables, net of valuation allowance 
 Goodwill 
  19




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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
 Fair Value
Measurement
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 The Fair Value Option for Financial Assets and
Financial Liabilities,
  20




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Item 7A.
    
    Quantitative and Qualitative Disclosure About Market Risk
   EstimatedFair ValueAt March 31,2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    Total
    
    
    2007Fixed Rate Debt:Amount
    
    $
    10.7
    
    
    $
    10.9
    
    
    $
    12.6
    
    
    $
    8.6
    
    
    $
    4.2
    
    
    $
    6.3
    
    
    $
    53.3
    
    
    $
    53.3Average
interest rate
    
    
    5.78
    %
    
    
    5.84
    %
    
    
    6.76
    %
    
    
    5.76
    %
    
    
    6.17
    %
    
    
    6.28
    %
    
    
    6.11
    %Variable Rate Debt:Amount
    
    $
    6.5
    (1)
    
    $
    5.6
    
    
    $
    0.9
    
    
    $
    0.4
    
    
    $
    84.9
    
    
    $
    3.0
    
    
    $
    101.3
    
    
    $
    101.3Average
interest rate
    
    
    5.84
    %
    
    
    5.63
    %
    
    
    3.81
    %
    
    
    3.81
    %
    
    
    6.47
    %
    
    
    3.81
    %
    
    
    6.27
    %
 
 (1)
    
    As we have both the ability and intent to refinance $4.7 million outstanding at March 31,
2007 under an Auxiliary Bank Facility, which is variable rate debt and is due to expire in
December 2007, such borrowing is classified as long-term debt in our consolidated balance
sheet at March 31, 2007, but for purposes of this table only, this $4.7 million borrowing is
included as a current debt obligation for 2008.   21




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Item 8. Financial Statements and Supplementary Data
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Managements Annual Report on Internal Control Over Financial Reporting
    
    
    23Reports of Independent Registered Public Accounting Firm
    
    
    24Consolidated Balance Sheets at March 31, 2007 and 2006
    
    
    26Consolidated Income Statements for the Years Ended March 31, 2007, 2006 and 2005
    
    
    27Consolidated Statements of Shareholders Equity for the Years Ended March 31, 2007, 2006 and 2005
    
    
    28Consolidated Statements of Cash Flows for the Years Ended March 31, 2007, 2006 and 2005
    
    
    29Notes to Consolidated Financial Statements
    
    
    30
  22




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MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    Internal Control Integrated Framework Internal Control  Integrated Framework,
  23




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Report of Independent Registered Public Accounting Firm
 
    ShareBased Payment
 Internal
Control-Integrated Framework
 /s/ KPMG LLP
 
  24




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Report of Independent Registered Public Accounting Firm
 
 Managements Annual Report on
Internal Control Over Financial Reporting, Internal ControlIntegrated Framework
    Internal ControlIntegrated Framework Internal
ControlIntegrated Framework
   /s/ KPMG LLP
 
  25




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CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 March 312007
    
    
    2006ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    12,043
    
    
    $
    4,993Accounts receivable, net
    
    
    185,722
    
    
    
    146,296Inventories
    
    
    46,951
    
    
    
    38,430Prepaid expenses
    
    
    7,532
    
    
    
    6,799Deferred income taxes
    
    
    8,479
    
    
    
    8,356Total current assets
    
    
    260,727
    
    
    
    204,874PROPERTY AND EQUIPMENT, net
    
    
    354,156
    
    
    
    297,308GOODWILL AND INTANGIBLES, net
    
    
    101,768
    
    
    
    100,035OTHER ASSETS
    
    
    7,318
    
    
    
    6,953$
    723,969
    
    
    $
    609,170LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    12,421
    
    
    $
    10,821Accounts payable
    
    
    58,519
    
    
    
    54,666Accrued liabilities
    
    
    89,496
    
    
    
    68,436Income taxes payable
    
    
    138
    
    
    
    3,477Total current liabilities
    
    
    160,574
    
    
    
    137,400LONG-TERM DEBT, net of current portion
    
    
    142,144
    
    
    
    90,678DEFERRED INCOME TAXES
    
    
    55,715
    
    
    
    62,146COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, $.01 par value; 100,000,000 shares authorized; 13,693,698
and 13,714,121 issued and outstanding
    
    
    137
    
    
    
    138Additional paid-in capital
    
    
    185,098
    
    
    
    170,581Retained earnings
    
    
    180,113
    
    
    
    148,227Other comprehensive income
    
    
    188
    
    
    
    Total shareholders equity
    
    
    365,536
    
    
    
    318,946$
    723,969
    
    
    $
    609,170
   26




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
 Year Ended March 312007
    
    
    2006
    
    
    2005SALES
    
    $
    1,006,186
    
    
    $
    879,023
    
    
    $
    779,016COST OF SALES
    
    
    736,996
    
    
    
    661,560
    
    
    
    586,615Gross profit
    
    
    269,190
    
    
    
    217,463
    
    
    
    192,401SELLING EXPENSES
    
    
    101,649
    
    
    
    91,266
    
    
    
    81,456GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    69,223
    
    
    
    58,993
    
    
    
    54,116GOODWILL IMPAIRMENT
    
    
    11,533
    
    
    
    
    
    
    
    Operating income
    
    
    86,785
    
    
    
    67,204
    
    
    
    56,829INTEREST EXPENSE
    
    
    7,011
    
    
    
    5,692
    
    
    
    5,306INTEREST INCOME
    
    
    (309
    )
    
    
    (178
    )
    
    
    (199
    )Income before taxes
    
    
    80,083
    
    
    
    61,690
    
    
    
    51,722INCOME TAXES
    
    
    29,342
    
    
    
    23,192
    
    
    
    19,000Net income
    
    $
    50,741
    
    
    $
    38,498
    
    
    $
    32,722BASIC EARNINGS PER SHARE
    
    $
    3.74
    
    
    $
    2.81
    
    
    $
    2.40DILUTED EARNINGS PER SHARE
    
    $
    3.65
    
    
    $
    2.73
    
    
    $
    2.31SHARES USED TO COMPUTE EARNINGS PER SHAREBasic
    
    
    13,580
    
    
    
    13,719
    
    
    
    13,649Diluted
    
    
    13,905
    
    
    
    14,127
    
    
    
    14,160
   27




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In thousands)
 Additional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBALANCE, March 31, 2004
    
    
    13,574
    
    
    $
    135
    
    
    $
    163,910
    
    
    $
    81,567
    
    
    $
    
    
    
    $
    245,612Exercise of stock options,
including tax benefit
    
    
    186
    
    
    
    3
    
    
    
    4,995
    
    
    
    
    
    
    
    
    
    
    
    4,998Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,722
    
    
    
    
    
    
    
    32,722BALANCE, March 31, 2005
    
    
    13,760
    
    
    
    138
    
    
    
    168,905
    
    
    
    114,289
    
    
    
    
    
    
    
    283,332Exercise of stock options,
including tax benefit
    
    
    124
    
    
    
    1
    
    
    
    3,770
    
    
    
    
    
    
    
    
    
    
    
    3,771Repurchase and retire common stock
    
    
    (170
    )
    
    
    (1
    )
    
    
    (2,094
    )
    
    
    (4,560
    )
    
    
    
    
    
    
    (6,655
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,498
    
    
    
    
    
    
    
    38,498BALANCE, March 31, 2006
    
    
    13,714
    
    
    
    138
    
    
    
    170,581
    
    
    
    148,227
    
    
    
    
    
    
    
    318,946Exercise of stock options,
including tax benefit
    
    
    445
    
    
    
    4
    
    
    
    17,618
    
    
    
    
    
    
    
    
    
    
    
    17,622Compensation expense
    
    
    
    
    
    
    
    
    
    
    2,695
    
    
    
    
    
    
    
    
    
    
    
    2,695Repurchase and retire common stock
    
    
    (465
    )
    
    
    (5
    )
    
    
    (5,796
    )
    
    
    (18,855
    )
    
    
    
    
    
    
    (24,656
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    188Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,741
    
    
    
    
    
    
    
    50,741BALANCE, March 31, 2007
    
    
    13,694
    
    
    $
    137
    
    
    $
    185,098
    
    
    $
    180,113
    
    
    $
    188
    
    
    $
    365,536
   28




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Year Ended March 312007
    
    
    2006
    
    
    2005OPERATING ACTIVITIESNet income
    
    $
    50,741
    
    
    $
    38,498
    
    
    $
    32,722Adjustments to reconcile net income to net cash provided by
operating activitiesDepreciation and amortization
    
    
    45,270
    
    
    
    45,663
    
    
    
    42,063Goodwill impairment
    
    
    11,533
    
    
    
    
    
    
    
    Deferred income tax provision
    
    
    (6,554
    )
    
    
    137
    
    
    
    3,957Share-based compensation expense
    
    
    2,695
    
    
    
    
    
    
    
    Changes in assets and liabilities, net of effects of acquisitionsAccounts receivable, net
    
    
    (24,727
    )
    
    
    (3,969
    )
    
    
    (5,024
    )Inventories
    
    
    (4,434
    )
    
    
    157
    
    
    
    37Prepaid expenses
    
    
    (394
    )
    
    
    (833
    )
    
    
    1,160Other assets
    
    
    (146
    )
    
    
    (279
    )
    
    
    (695
    )Accounts payable and accrued liabilities
    
    
    2,129
    
    
    
    (3,101
    )
    
    
    (885
    )Income taxes payable
    
    
    (3,339
    )
    
    
    2,976
    
    
    
    1,904Net cash provided by operating activities
    
    
    72,774
    
    
    
    79,249
    
    
    
    75,239INVESTING ACTIVITIESAcquisitions of businesses, net of cash acquired
    
    
    (67,555
    )
    
    
    (27,983
    )
    
    
    (48,961
    )Purchases of property and equipment
    
    
    (43,217
    )
    
    
    (16,382
    )
    
    
    (15,566
    )Proceeds from asset dispositions
    
    
    4,095
    
    
    
    2,517
    
    
    
    1,811Net cash used in investing activities
    
    
    (106,677
    )
    
    
    (41,848
    )
    
    
    (62,716
    )FINANCING ACTIVITIESProceeds from bank credit facilities
    
    
    230,867
    
    
    
    52,916
    
    
    
    73,862Payments on bank credit facilities
    
    
    (179,773
    )
    
    
    (80,060
    )
    
    
    (39,230
    )Proceeds from issuance of term equipment notes
    
    
    8,154
    
    
    
    
    
    
    
    Payments on term equipment notes and other debt
    
    
    (11,290
    )
    
    
    (8,820
    )
    
    
    (53,230
    )Payments to repurchase and retire common stock
    
    
    (24,656
    )
    
    
    (6,655
    )
    
    
    Proceeds from exercise of stock options
    
    
    17,622
    
    
    
    2,459
    
    
    
    3,355Net cash provided by (used in) financing activities
    
    
    40,924
    
    
    
    (40,160
    )
    
    
    (15,243
    )Effect of exchange rate changes on cash
    
    
    29
    
    
    
    
    
    
    
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    7,050
    
    
    
    (2,759
    )
    
    
    (2,720
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    4,993
    
    
    
    7,752
    
    
    
    10,472CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    12,043
    
    
    $
    4,993
    
    
    $
    7,752
   29




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
 1.
    
    BUSINESS
     2.
    
    SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
 Accounting Policies
  Principles of Consolidation Disclosures About Segments of an Enterprise and Related Information,
 Use of Estimates
 Reclassification
 Cash and Cash Equivalents
  30




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
 Revenue Recognition and Accounts Receivable
 Inventories
 March 312007
    
    
    2006Raw materials
    
    $
    15,608
    
    
    $
    11,485Work in progress
    
    
    26,659
    
    
    
    21,951Finished goods
    
    
    4,684
    
    
    
    4,994$
    46,951
    
    
    $
    38,430
 Long-Lived Assets Goodwill and Other Intangible Assets, Accounting for the Impairment or Disposal of Long-Lived Assets.
    Other Assets
  31




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
 Accrued Liabilities
 March 312007
    
    
    2006Advances from customers
    
    $
    8,549
    
    
    $
    5,901Compensation and benefits
    
    
    35,010
    
    
    
    25,988Manufacturing materials and services
    
    
    7,150
    
    
    
    6,843Sales, property and other taxes
    
    
    18,993
    
    
    
    18,781Other(1)
    
    
    19,794
    
    
    
    10,923$
    89,496
    
    
    $
    68,436
 
 (1)
    
    Other accrued liabilities are principally comprised of contingent
transaction consideration associated with
certain of the Companys acquisitions and accrued self-insurance claims for certain
insurance programs. None of
the individual items in other accrued liabilities at March 31, 2007 and 2006 were
individually greater than 5% of
total current liabilities in those years. Income Taxes
 Supplemental Cash Flow Information
  Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109 Accounting for Income Taxes
 Fair Value
Measurement
 Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year
Financial Statements
  32




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
 The Fair Value Option for Financial Assets and
Financial Liabilities,
 Other Information
 Earnings Per Share 
 Related Party Transactions
 Fair Value of Financial Instruments
 Concentrations of Credit Risk
 Stock-Based Compensation Share-Based Payment Accounting for Stock-Based Compensation.
 Foreign Currency Translation
 Geographic Information
 Other Comprehensive Income
 3.
    
    ACQUISITIONS
   33




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
   4.
    
    PROPERTY AND EQUIPMENT
   EstimatedMarch 31
    
    
    LifeDescription
    
    2007
    
    
    2006
    
    
    in YearsLand
    
    $
    13,909
    
    
    $
    11,355
    
    
    
    Buildings and leasehold improvements
    
    
    96,236
    
    
    
    79,290
    
    
    
    5-30Machinery and equipment
    
    
    457,233
    
    
    
    393,730
    
    
    
    5-20Computer equipment and software
    
    
    24,171
    
    
    
    21,116
    
    
    
    2-5Furniture, fixtures and other
    
    
    9,926
    
    
    
    9,328
    
    
    
    2-7601,475
    
    
    
    514,819Lessaccumulated depreciation
    
    
    (247,319
    )
    
    
    (217,511
    )$
    354,156
    
    
    $
    297,308
  5.
    
    LONG-TERM DEBT
  March 312007
    
    
    2006Bank credit facilities
    
    $
    94,143
    
    
    $
    43,051Term equipment notes
    
    
    48,144
    
    
    
    44,037Other
    
    
    12,278
    
    
    
    14,411154,565
    
    
    
    101,499Lesscurrent portion
    
    
    (12,421
    )
    
    
    (10,821
    )$
    142,144
    
    
    $
    90,678
  34




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
         35




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
    6.
    
    INCOME TAXES
  Year Ended March 312007
    
    
    2006
    
    
    2005CurrentFederal
    
    $
    32,519
    
    
    $
    21,162
    
    
    $
    15,953State
    
    
    2,751
    
    
    
    1,893
    
    
    
    (910
    )Foreign
    
    
    626
    
    
    
    
    
    
    
    35,896
    
    
    
    23,055
    
    
    
    15,043DeferredFederal
    
    
    (3,866
    )
    
    
    689
    
    
    
    1,860State
    
    
    (2,688
    )
    
    
    (552
    )
    
    
    2,097(6,554
    )
    
    
    137
    
    
    
    3,957$
    29,342
    
    
    $
    23,192
    
    
    $
    19,000
  Year Ended March 312007
    
    
    2006
    
    
    2005Provision at the federal statutory rate
    
    $
    28,029
    
    
    $
    21,592
    
    
    $
    18,103State income taxes, net of federal income tax benefit
    
    
    41
    
    
    
    872
    
    
    
    771Non-deductible expenses
    
    
    1,347
    
    
    
    1,314
    
    
    
    126Benefit of domestic production deduction
    
    
    (798
    )
    
    
    (586
    )
    
    
    Impairment of goodwill
    
    
    672
    
    
    
    
    
    
    
    Other
    
    
    51
    
    
    
    
    
    
    
    $
    29,342
    
    
    $
    23,192
    
    
    $
    19,000
  36




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
  March 312007
    
    
    2006Deferred income tax liabilities:Property and equipment
    
    $
    59,081
    
    
    $
    62,829Other
    
    
    1,968
    
    
    
    1,460Total deferred income tax liabilities
    
    $
    61,049
    
    
    $
    64,289Deferred income tax assets:Accounts receivable and inventory
    
    $
    1,040
    
    
    $
    888Accruals not currently deductible
    
    
    5,700
    
    
    
    5,376Intangible assets(1)
    
    
    5,334
    
    
    
    2,143Other
    
    
    1,739
    
    
    
    2,092Total deferred income tax assets
    
    $
    13,813
    
    
    $
    10,499
 
 (1)
    
    This deferred income tax asset is long-term in nature
and therefore is netted against total deferred income tax liabilities for
presentation in the accompanying Consolidated Balance Sheets. 7.
    
    COMMITMENTS AND CONTINGENCIES
 Operating Leases
  2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    ThereafterOperating lease obligations
    
    $
    14,326
    
    
    $
    12,029
    
    
    $
    9,142
    
    
    $
    6,850
    
    
    $
    5,242
    
    
    $
    12,015
 Letters of Credit
 Insurance Programs
  37




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
 Legal Matters
 Tax Matters
 8.
    
    SHARE-BASED COMPENSATION
   For the Years Ended March 312007
    
    
    2006
    
    
    2005Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at April 1
    
    
    1,974,459
    
    
    $
    33.88
    
    
    
    1,700,786
    
    
    $
    27.93
    
    
    
    1,804,732
    
    
    $
    26.08Granted(1)
    
    
    48,588
    
    
    
    52.62
    
    
    
    550,318
    
    
    
    48.13
    
    
    
    270,000
    
    
    
    39.96Exercised
    
    
    (445,221
    )
    
    
    27.32
    
    
    
    (123,035
    )
    
    
    19.74
    
    
    
    (186,078
    )
    
    
    18.00Forfeited or expired
    
    
    (31,092
    )
    
    
    40.10
    
    
    
    (153,610
    )
    
    
    26.71
    
    
    
    (187,868
    )
    
    
    34.85Outstanding at March 31(1)
    
    
    1,546,734
    
    
    
    36.66
    
    
    
    1,974,459
    
    
    
    33.88
    
    
    
    1,700,786
    
    
    
    27.93Exercisable at March 31
    
    
    1,166,764
    
    
    
    35.21
    
    
    
    1,369,402
    
    
    
    32.92
    
    
    
    651,444
    
    
    
    21.49
 
 (1)
    
    For 2007, (i) the number of shares granted and
outstanding at March 31 include 12,500 restricted stock unit awards having an aggregate
fair value at date of grant of $652, (ii) the number of shares
exercisable at March 31 includes 2,500 restricted stock unit
awards and (iii) the weighted average exercise price of
shares granted, outstanding at March 31 and exercisable at
March 31 is based solely on stock option grants and
excludes the restricted stock unit awards which have no exercise price component.  Year Ended March 312007
    
    
    2006
    
    
    2005Weighted average fair value of option grants during the year
    
    $
    19.94
    
    
    $
    17.92
    
    
    $
    13.65Assumptions:Expected option life in years
    
    
    4.3
    
    
    
    5.0
    
    
    
    5.0Risk-free interest rate
    
    
    5.0
    %
    
    
    4.2
    %
    
    
    3.7
    %Expected volatility
    
    
    37.9
    %
    
    
    33.8
    %
    
    
    30.4
    %Expected dividend yield
    
    
    
    
    
    
    
    
    
    
    
  38




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
   Outstanding
    
    
    ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    Remaining
    
    
    
    
    
    
    ExerciseRange of Exercise Prices
    
    Shares
    
    
    Price
    
    
    Years
    
    
    Shares
    
    
    PriceStock Options$10.37 - $20.00
    
    
    478,020
    
    
    $
    13.60
    
    
    
    3.9
    
    
    
    446,915
    
    
    $
    13.38$20.01 - $30.00
    
    
    70,924
    
    
    
    23.20
    
    
    
    5.3
    
    
    
    53,351
    
    
    
    22.96$30.01 - $40.00
    
    
    140,474
    
    
    
    37.84
    
    
    
    7.4
    
    
    
    5,218
    
    
    
    37.24$40.01 - $50.00
    
    
    136,418
    
    
    
    43.23
    
    
    
    5.4
    
    
    
    57,131
    
    
    
    41.65$50.01 - $60.00
    
    
    699,129
    
    
    
    51.94
    
    
    
    5.5
    
    
    
    601,649
    
    
    
    51.87$60.01 - $62.00
    
    
    9,269
    
    
    
    62.00
    
    
    
    5.3
    
    
    
    
    
    
    
    1,534,234
    
    
    
    36.66
    
    
    
    5.2
    
    
    
    1,164,254
    
    
    
    35.21Restricted Stock Unit Awards
    
    
    12,500
    
    
    
    
    
    
    
    9.0
    
    
    
    2,500Outstanding at March 31,
2007
    
    
    1,546,734
    
    
    
    
    
    
    
    5.2
    
    
    
    1,166,764
       39




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data and percentages)
 2006
    
    
    2005Net income as reported
    
    $
    38,498
    
    
    $
    32,722Less pro forma compensation expense
    
    
    (5,936
    )
    
    
    (2,815
    )Pro forma net income
    
    $
    32,562
    
    
    $
    29,907Basic Earnings Per Share:Net income as reported
    
    $
    2.81
    
    
    $
    2.40Less pro forma compensation
    
    
    (.40
    )
    
    
    (.19
    )Pro forma net income
    
    $
    2.41
    
    
    $
    2.21Diluted Earnings Per Share:Net income as reported
    
    $
    2.73
    
    
    $
    2.31Less pro forma compensation
    
    
    (.39
    )
    
    
    (.19
    )Pro forma net income
    
    $
    2.34
    
    
    $
    2.12
 9.
    
    SUPPLEMENTAL SELECTED UNAUDITED QUARTERLY FINANCIAL DATA
  1st
    
    
    2nd
    
    
    3rd
    
    
    4thQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterFiscal 2007:Sales
    
    $
    238,425
    
    
    $
    234,236
    
    
    $
    269,611
    
    
    $
    263,914Gross profit
    
    
    64,005
    
    
    
    62,456
    
    
    
    72,358
    
    
    
    70,371Net income
    
    
    13,730
    
    
    
    13,690
    
    
    
    16,375
    
    
    
    6,946Basic earnings per share
    
    
    1.00
    
    
    
    1.01
    
    
    
    1.21
    
    
    
    .51Diluted earnings per share
    
    
    .97
    
    
    
    .98
    
    
    
    1.17
    
    
    
    .50Fiscal 2006:Sales
    
    $
    209,915
    
    
    $
    220,993
    
    
    $
    226,204
    
    
    $
    221,911Gross profit
    
    
    51,803
    
    
    
    54,065
    
    
    
    55,732
    
    
    
    55,863Net income
    
    
    8,729
    
    
    
    9,333
    
    
    
    9,941
    
    
    
    10,495Basic earnings per share
    
    
    .63
    
    
    
    .68
    
    
    
    .73
    
    
    
    .77Diluted earnings per share
    
    
    .61
    
    
    
    .66
    
    
    
    .71
    
    
    
    .74
   40




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
  Changes in Internal Controls Over Financial Reporting
  
 Item 9B.
    
    Other Information
 None.
  41




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##### Table of Contents



PART III
 
  
 PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
 (a)
    
    Index to Financial Statements(a)(1)
    
    Financial Statements:The index to the Financial Statements is included in Item 8 of
this Annual Report on Form 10-K on page 22 and is incorporated
herein by reference.(a)(2)
    
    Financial Statement Schedules:Schedule IIValuation and Qualifying Accounts.Report of Independent Registered Public Accounting Firm with
respect to Schedule II  Valuation and Qualifying Accounts is
included in Item 8 of this Annual Report on Form 10-K on page 44.
  (a)(3)
    
    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 May 25, 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
    
    
    
    1994 Consolidated Graphics, Inc. Long-Term Incentive Plan (Consolidated Graphics, Inc.
Registration Statement on Form S-1 (Reg. No. 33-77468), Exhibit 10.14). +*
    
    10.2
    
    
    
    First Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan (reflecting an increase in
the number of shares of Common Stock authorized to be issued thereunder from 367,500 to 967,500)
(Consolidated Graphics, Inc. Registration Statement on Form S-8 (Reg. No. 333-66019), Exhibit
4.2). +*
    
    10.3
    
    
    
    Second Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan, (reflecting an increase
in the number of shares of Common Stock authorized to be issued thereunder from 1,935,000 to
3,435,000) (Consolidated Graphics, Inc. Registration Statement on Form S-8 (Reg. No. 333- 66019),
Exhibit 4.3). +*
    
    10.4
    
    
    
    Third Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan, (reflecting an increase
in the number of shares of Common Stock authorized to be issued thereunder from 3,435,000 to
4,035,000) (Consolidated Graphics, Inc. Form 10-K (March 31, 2003), Exhibit 10.5). +
  42




---



##### Table of Contents



*
    
    10.5
    
    
    
    Employment Agreement between the Company and Joe R. Davis dated as of February 13, 2006
(Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.1).*
    
    10.6
    
    
    
    Change in Control Agreement between the Company and Joe R. Davis dated as of July 25, 2000
(Consolidated Graphics, Inc. Form 10-K (March 31, 2001), Exhibit 10.8).*
    
    10.7
    
    
    
    Amendment to Change in Control Agreement between the Company and Joe R. Davis dated as of February
13, 2006 (Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.2).*
    
    10.8
    
    
    
    Employment Agreement between the Company and G. Christopher Colville dated as of March 1, 2002
(Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.5).*
    
    10.9
    
    
    
    Change in Control Agreement between the Company and G. Christopher Colville dated as of March 1,
2002 (Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.6).*
    
    10.10
    
    
    
    Form of Indemnification Agreement for directors and officers (Consolidated Graphics, Inc. Form
10-Q (June 30, 2004), Exhibit 10.1).*
    
    10.11
    
    
    
    Amended Schedule identifying the directors and officers parties to Indemnification Agreements with
the Company (Consolidated Graphics, Inc. Form 10-K (March 31, 2005), Exhibit 10.11).*
    
    10.12
    
    
    
    Form of Employee and Director Stock Option Agreement (Consolidated Graphics, Inc. Form 10-Q (June
30, 2005), Exhibit 10.1). +*
    
    10.13
    
    
    
    Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells
Fargo Bank, National Association, as Syndication Agent, dated as of October 6, 2006 (Consolidated
Graphics, Inc. Form 8-K (October 6, 2006), Exhibit 10.1).*
    
    10.14
    
    
    
    First Amendment to the Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as
Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, dated as of
January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.1).*
    
    10.15
    
    
    
    Revolving Credit Facility between Consolidated Annan & Bird Lithographers, Ltd. and JPMorgan Chase
Bank, N.A., Toronto Branch, dated as of January 2, 2007 (Consolidated Graphics, Inc. Form 8-K
(January 2, 2007), Exhibit 99.2).*
    
    10.16
    
    
    
    Guaranty executed and delivered by the Company to JPMorgan Chase Bank, N.A., Toronto Branch, as
Administrative Agent under the Consolidated Annan & Bird Lithographers Revolving Credit Facility,
dated January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.3).21
    
    
    
    List of Subsidiaries.23
    
    
    
    Consent of KPMG LLP.24
    
    
    
    Powers of Attorney.31.1
    
    
    
    Certification of Joe R. Davis pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    
    Certification of G. Christopher Colville pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    
    Certification of Joe R. Davis pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    
    Certification of G. Christopher Colville pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    
    
    Press release
dated May 30, 2007, announcing the Companys adoption of a
new common share repurchase program.
 
 *
    
    Incorporated by reference.+
    
    Compensatory plan or arrangement under which executive officers or directors of the Company
may participate.  43




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##### Table of Contents



SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS
 UtilizationBalance at
    
    
    Amount
    
    
    of Reserve
    
    
    BalanceBeginning
    
    
    Charged
    
    
    (Net of
    
    
    at EndDescription
    
    of Year
    
    
    to Expense
    
    
    Recoveries)
    
    
    of YearAllowance for Doubtful AccountsYear Ended March 31, 2007
    
    $
    2,514
    
    
    $
    1,777
    
    
    $
    (1,211
    )
    
    $
    3,080Year Ended March 31, 2006
    
    
    2,465
    
    
    
    1,676
    
    
    
    (1,627
    )
    
    
    2,514Year Ended March 31, 2005
    
    
    2,448
    
    
    
    588
    
    
    
    (571
    )
    
    
    2,465
 Report of Independent Registered Public Accounting Firm
 
   /s/ KPMG LLP
 
  44




---



##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of Houston, State of Texas on the 30th day of May, 2007
 CONSOLIDATED GRAPHICS, INC.By:
    /s/ JOE R. DAVISJoe R. DavisChief Executive Officer and
Chairman of the Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
 Signature
    
    Title
    
    Date/s/ JOE. R. DAVIS
Joe R. Davis
    
    Chief Executive
Officer and Director
(Principal Executive Officer)
    
    May 30, 2007/s/ G.CHRISTOPHER COLVILLE
G. Christopher Colville
    
    Executive Vice President,
Chief Financial and Accounting Officer and Secretary
(Principal Financial and Accounting Officer)
    
    May 30, 2007/s/ LARRY J. ALEXANDER*
    
    DirectorLarry J. Alexander/s/ BRADY F. CARRUTH*
    
    DirectorBrady F. Carruth/s/ GARY L. FORBES*
    
    DirectorGary L. Forbes/s/ JAMES H. LIMMER*
    
    DirectorJames H. Limmer/s/ HUGH N. WEST*
    
    DirectorHugh N. West
 *By:
    
    /s/ JOE R. DAVISJoe R. Davis
    
    May 30, 2007Attorney-in-Fact
  45




---



##### 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 May 25, 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
    
    
    
    1994 Consolidated Graphics, Inc. Long-Term Incentive Plan (Consolidated Graphics, Inc.
Registration Statement on Form S-1 (Reg. No. 33-77468), Exhibit 10.14). +*
    
    10.2
    
    
    
    First Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan (reflecting an increase in
the number of shares of Common Stock authorized to be issued thereunder from 367,500 to 967,500)
(Consolidated Graphics, Inc. Registration Statement on Form S-8 (Reg. No. 333-66019), Exhibit
4.2). +*
    
    10.3
    
    
    
    Second Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan, (reflecting an increase
in the number of shares of Common Stock authorized to be issued thereunder from 1,935,000 to
3,435,000) (Consolidated Graphics, Inc. Registration Statement on Form S-8 (Reg. No. 333- 66019),
Exhibit 4.3). +*
    
    10.4
    
    
    
    Third Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan, (reflecting an increase
in the number of shares of Common Stock authorized to be issued thereunder from 3,435,000 to
4,035,000) (Consolidated Graphics, Inc. Form 10-K (March 31, 2003), Exhibit 10.5). +*
    
    10.5
    
    
    
    Employment Agreement between the Company and Joe R. Davis dated as of February 13, 2006
(Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.1).*
    
    10.6
    
    
    
    Change in Control Agreement between the Company and Joe R. Davis dated as of July 25, 2000
(Consolidated Graphics, Inc. Form 10-K (March 31, 2001), Exhibit 10.8).*
    
    10.7
    
    
    
    Amendment to Change in Control Agreement between the Company and Joe R. Davis dated as of February
13, 2006 (Consolidated Graphics, Inc. Form 8-K (February 14, 2006), Exhibit 10.2).*
    
    10.8
    
    
    
    Employment Agreement between the Company and G. Christopher Colville dated as of March 1, 2002
(Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.5).*
    
    10.9
    
    
    
    Change in Control Agreement between the Company and G. Christopher Colville dated as of March 1,
2002 (Consolidated Graphics, Inc. Form 10-K (March 31, 2002), Exhibit 10.6).*
    
    10.10
    
    
    
    Form of Indemnification Agreement for directors and officers (Consolidated Graphics, Inc. Form
10-Q (June 30, 2004), Exhibit 10.1).*
    
    10.11
    
    
    
    Amended Schedule identifying the directors and officers parties to Indemnification Agreements with
the Company (Consolidated Graphics, Inc. Form 10-K (March 31, 2005), Exhibit 10.11).*
    
    10.12
    
    
    
    Form of Employee and Director Stock Option Agreement (Consolidated Graphics, Inc. Form 10-Q (June
30, 2005), Exhibit 10.1). +*
    
    10.13
    
    
    
    Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells
Fargo Bank, National Association, as Syndication Agent, dated as of October 6, 2006 (Consolidated
Graphics, Inc. Form 8-K (October 6, 2006), Exhibit 10.1).*
    
    10.14
    
    
    
    First Amendment to the Credit Agreement among the Company and JPMorgan Chase Bank, N.A., as
Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, dated as of
January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.1).*
    
    10.15
    
    
    
    Revolving Credit Facility between Consolidated Annan & Bird Lithographers, Ltd. and JPMorgan Chase
Bank, N.A., Toronto Branch, dated as of January 2, 2007 (Consolidated Graphics, Inc. Form 8-K
(January 2, 2007), Exhibit 99.2).*
    
    10.16
    
    
    
    Guaranty executed and delivered by the Company to JPMorgan Chase Bank, N.A., Toronto Branch, as
Administrative Agent under the Consolidated Annan & Bird Lithographers Revolving Credit Facility,
dated January 2, 2007 (Consolidated Graphics, Inc. Form 8-K (January 2, 2007), Exhibit 99.3).21
    
    
    
    List of Subsidiaries.23
    
    
    
    Consent of KPMG LLP.24
    
    
    
    Powers of Attorney.
  46




---



##### Table of Contents



31.1
    
    
    
    Certification of Joe R. Davis pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    
    Certification of G. Christopher Colville pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    
    Certification of Joe R. Davis pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    
    Certification of G. Christopher Colville pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    
    
    Press release
dated May 30, 2007, announcing the Companys adoption of a
new common share repurchase program.
 
 *
    
    Incorporated by reference.+
    
    Compensatory plan or arrangement under which executive officers or directors of the Company
may participate.  47