Consolidated Graphics' fiscal Q2 net income up 58% year-over-year to US$10.6M, net sales down 2.9% to US$256.1M primarily due to an expected decline in election related business
November 6, 2013
– Second Quarter Highlights:
· Adjusted Operating Income increased 6.8% to $15.7 million, or 6.1% of sales
· Adjusted Diluted Earnings Per Share increased 49% to $1.25 per share
Consolidated Graphics, Inc. (NYSE: CGX) today announced financial results for its second quarter ended September 30, 2013.
Revenue for the September 2013 quarter was $256.1 million, compared to $263.6 million for the same quarter last year. The 2.9% decline in revenue was primarily caused by an expected decline in election related business. Adjusted Operating Income was $15.7 million or 6.1% of revenue for the quarter, compared to $14.7 million or 5.6% of revenue for the same period last year. Adjusted Net Income increased 48% or $4.0 million and was $12.3 million for the September quarter, compared to $8.3 million in the prior year quarter. Adjusted Diluted Earnings Per Share for the September quarter increased 49% to $1.25, compared to $.84 last year. Adjusted EBITDA was $32.0 million for the quarter and Free Cash Flow was $13.7 million.
Operating income for the September 2013 quarter was $13.0 million and included other charges of $1.8 million, primarily related to $.9 million in costs incurred in connection with the recently announced transaction with R. R. Donnelley & Sons Company, accretion of the discount of liability attributable to our withdrawal from certain multi-employer pension plans and the impairment of certain equipment. Operating income for the prior year quarter was $12.1 million and included $2.3 million in other charges, primarily related to relocating certain production facilities and related asset impairments. Net income for the September 2013 quarter was $10.6 million or $1.09 diluted earnings per share, compared to net income of $6.7 million or $.68 diluted earnings per share last year. Net income for the September 2013 quarter included $2.2 million in benefits for tax reserve credits due to the settlement of certain tax audits.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated Graphics, commented on the reported results and the recently announced transaction: "Our results improved again during the second quarter. Consolidated Graphics' success this quarter and over the long-term has been due to our outstanding employees and their ability to provide the service and responsiveness of a local printing company while offering customers the flexible solutions and competitive pricing available from our wide network. The recently announced signing of a definitive agreement by which RR Donnelley will acquire Consolidated Graphics will enable our customers and employees to benefit significantly from RR Donnelley's broad range of printing capabilities and our combined geographic footprint. RR Donnelley's customers will benefit from the planned adoption of Consolidated Graphics' local service model for all of its commercial printing group."
A reconciliation of the non-GAAP financial measures, Adjusted EBITDA, Free Cash Flow, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income and Adjusted Diluted Earnings Per Share to the most directly comparable GAAP financial measures are included in the attached tables and in the related Current Report on Form 8-K filed with the Securities and Exchange Commission. The Form 8-K also includes the basis for management's use of these non-GAAP financial measures.
The transaction with RR Donnelley is expected to close in the first calendar quarter of 2014 and is subject to customary closing conditions, including regulatory approval and approval of Consolidated Graphics' shareholders.
Consolidated Graphics, Inc. (CGX), headquartered in Houston, Texas, is one of North America's leading general commercial printing companies. With 70 printing businesses strategically located across 26 states, Toronto, Prague, and Gero, Japan, CGX offers an unmatched geographic footprint, unsurpassed capabilities, and unparalleled levels of convenience, efficiency and service. With locations in or near virtually every major U.S. market, CGX provides the service and responsiveness of a local printer enhanced by the economic, geographic and technological advantages of a large national organization.
Consolidated Graphics' vast and technologically advanced sheetfed and web printing capabilities are complemented by the world's largest integrated digital footprint. By coupling North America's most comprehensive printing capabilities with strategically located fulfillment centers and industry-leading technology, CGX delivers end-to-end print production and management solutions that are based on the needs of our customers to improve their results. For more information, visit www.cgx.com.
Additional Information and Where To Find It
This press release relates to a proposed transaction between RR Donnelley and Consolidated Graphics, which will become the subject of a registration statement on Form S-4 and proxy statement/prospectus forming a part thereof, to be filed with the SEC by RR Donnelley and Consolidated Graphics. This press release is not a substitute for the registration statement and proxy statement/prospectus that RR Donnelley and Consolidated Graphics will file with the SEC or any other documents that RR Donnelley or Consolidated Graphics may file with the SEC or send to shareholders of Consolidated Graphics in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF CONSOLIDATED GRAPHICS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED BY RR DONNELLEY OR CONSOLIDATED GRAPHICS WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus (when available) and other relevant documents filed or that will be filed by RR Donnelley or Consolidated Graphics with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement, proxy statement/prospectus and other relevant documents filed by RR Donnelley with the SEC will be available free of charge on RR Donnelley's internet website at http://investor.rrd.com/sec.cfm or by contacting RR Donnelley's Investor Relations Department at (800) 742-4455. Copies of the proxy statement/prospectus and other relevant documents filed by Consolidated Graphics with the SEC will be available free of charge on Consolidated Graphics' internet website at http://investors.cgx.com/phoenix.zhtml?c=78535&p=irol-sec or by contacting Consolidated Graphics' Investor Relations Department at (713) 787-0977.
No Offer Or Solicitation
This press release does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
RR Donnelley, Consolidated Graphics, and their respective directors and executive officers may be considered participants in the solicitation of proxies from shareholders of Consolidated Graphics in connection with the proposed transaction. Information about the directors and executive officers of Consolidated Graphics is set forth in its proxy statement for its 2013 annual meeting of shareholders, which was filed with the SEC on July 9, 2013. Information about the directors and executive officers of RR Donnelley is set forth in its proxy statement for its 2013 annual meeting of stockholders, which was filed with the SEC on April 15, 2013. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.