Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): AUGUST 4, 2010
CONSOLIDATED GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
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TEXAS
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001-12631
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76-0190827 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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5858 WESTHEIMER, SUITE 200
HOUSTON, TEXAS
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77057 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (713) 787-0977
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information in this Current Report is being furnished pursuant to Item 2.02 of Form 8-K
and, according to general instruction B.2. thereunder, shall not be deemed filed with the
Securities and Exchange Commission (the SEC) for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in
this Current Report shall not be incorporated by reference into any registration statement filed by
Consolidated Graphics, Inc. (the Company) under the Securities Act of 1933, as amended, and will
not be so incorporated by reference into any future registration statement unless specifically
identified as being incorporated by reference.
On August 4, 2010, the Company announced its fiscal June 30, 2011 first quarter results. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The attached press release may contain forward-looking statements, as described in the
press release. Readers are cautioned that such statements involve known and unknown risks,
uncertainties and other factors that could cause actual results to materially differ from the
results, performance or other expectations expressed or implied by these forward-looking
statements.
The Company will hold a conference call today at 10:00 a.m. Central Time/11:00 a.m. Eastern
Time to discuss the Companys financial results for the first quarter ending June 30, 2010. A live
webcast and subsequent archive of the conference call, as well as a copy of this Current Report and
attached press release, can be accessed at www.cgx.com under the Investor Relations page. A
rebroadcast of the call will be available by dialing 888-286-8010 or 617-801-6888 by entering the
Conference ID 64941875. The rebroadcast will be available from August 4 until midnight August
11, 2010.
During todays conference call, managements discussion of the Companys financial results may
include references to certain non-GAAP financial measures. Generally, a non-GAAP financial measure
is a numerical measure of a companys performance, financial position, or cash flows that either
excludes or includes amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States generally accepted
accounting principles (GAAP). Pursuant to the rules adopted by the SEC relating to the use of
such financial measures in filings with the SEC, other disclosures of financial information and
press releases, the Company provides the following qualitative and quantitative reconciliations
regarding the non-GAAP financial measures to which management may refer. In addition, the sum of
quarterly amounts in the accompanying tables may not equal full year amounts due to rounding
differences.
The Company defines Adjusted EBITDA as our net income before interest, income taxes,
depreciation and amortization, goodwill impairment charges, litigation and other charges,
share-based compensation expense, non-cash foreign currency transaction gains and losses and net
losses and gains from asset dispositions. We define Adjusted EBITDA Margin as Adjusted EBITDA
divided by sales. The Company uses Adjusted EBITDA and Adjusted EBITDA Margin both as a liquidity
and performance measure when evaluating its business and operations. We believe Adjusted EBITDA and
Adjusted EBITDA Margin may be useful to an investor in evaluating our liquidity and/or operating
performance because:
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it is widely used by investors in our industry to measure a companys operating
performance without regard to items such as interest, depreciation, non-cash
currency transactions, impairments and amortization expenses, litigation charges
and long-term non-cash share-based compensation expense, which can vary
substantially from company to company depending upon accounting policies and book
value of assets, capital structure and the method by which assets were acquired; |
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it helps investors more meaningfully evaluate and compare the results of our
operations from period to period by removing the impact of our capital structure
(primarily interest charges on our outstanding debt), asset base (primarily
depreciation and amortization expense and goodwill impairment charges), non-cash
gains/losses from foreign currency transactions, and long-term non-cash
share-based incentive plans from our operating results; and |
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it helps investors to assess compliance with financial ratios and covenants
included in our primary bank facility. |
Adjusted EBITDA should not be considered as an alternative to any measure of operating results
as promulgated under GAAP (such as operating income, net income or cash flow from operating
activities), nor should it be considered as an indicator of our overall financial performance or
our ability to satisfy current or future obligations and fund or finance future business
opportunities. Adjusted EBITDA does not fully consider the impact of investing or financing
transactions as it specifically excludes depreciation and interest expense, amortization and
impairment of intangible and other long-lived assets, including goodwill, as well as the net gain
or loss from non-cash foreign currency transactions, long-term share-based compensation expense,
litigation charges and the net loss and (gain) from asset dispositions, all of which should also be
considered in the overall evaluation of the Companys results and liquidity.
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Fiscal |
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Fiscal 2010 |
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Fiscal 2011 |
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($MM) |
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2009 |
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2010 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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LTM |
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Sales |
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1,145.1 |
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990.9 |
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225.9 |
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251.6 |
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276.4 |
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237.0 |
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236.7 |
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1,001.7 |
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Net Income/(Loss) |
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(39.6 |
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14.1 |
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(0.3 |
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2.1 |
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11.4 |
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0.9 |
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6.8 |
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21.2 |
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Income taxes |
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(5.8 |
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3.9 |
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(1.3 |
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2.2 |
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4.6 |
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(1.5 |
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4.0 |
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9.2 |
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Interest expense, net |
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15.0 |
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9.6 |
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2.5 |
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2.3 |
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2.6 |
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2.1 |
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2.0 |
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9.1 |
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Depreciation and amortization |
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66.5 |
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69.7 |
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17.6 |
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17.8 |
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17.4 |
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16.9 |
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17.3 |
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69.4 |
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Goodwill impairment charge |
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83.3 |
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6.1 |
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6.1 |
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6.1 |
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Litigation and other charges |
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17.4 |
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7.2 |
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2.6 |
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3.1 |
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1.4 |
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(4.2 |
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3.0 |
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Share-based compensation expense |
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6.9 |
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5.0 |
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1.5 |
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1.2 |
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1.2 |
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1.1 |
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1.0 |
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4.5 |
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Non-Cash foreign currency transaction net (gain)/loss |
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(0.8 |
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0.4 |
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(0.1 |
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0.2 |
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0.0 |
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0.1 |
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0.1 |
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0.5 |
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Net loss (gain) from asset dispositions* |
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0.6 |
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1.6 |
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0.1 |
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0.3 |
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1.4 |
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(0.2 |
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0.1 |
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1.7 |
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Adjusted EBITDA |
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143.5 |
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117.7 |
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20.1 |
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28.7 |
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41.8 |
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27.0 |
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27.1 |
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124.7 |
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Adjusted EBITDA Margin |
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12.5 |
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11.9 |
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8.9 |
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11.4 |
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15.1 |
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11.4 |
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11.4 |
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12.4 |
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Included in depreciation and amortization in the Companys Consolidated Statements of Cash Flows |
The Company defines Free Cash Flow as net cash provided by operating activities less capital
expenditures plus proceeds from asset dispositions. The Company considers Free Cash Flow to be an
important indicator of our operating flexibility and is a representative measure of our ability to
satisfy current and future obligations and fund or finance future business opportunities and
believes it may be similarly useful to investors.
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Fiscal |
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Fiscal 2010 |
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Fiscal 2011 |
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($MM) |
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2009 |
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2010 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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LTM |
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Net cash provided by operating activities |
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141.1 |
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160.9 |
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33.9 |
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62.5 |
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23.9 |
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40.6 |
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19.4 |
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146.4 |
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Capital expenditures* |
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(76.9 |
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(28.2 |
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(4.5 |
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(6.9 |
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(10.3 |
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(6.6 |
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(10.7 |
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(34.5 |
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Proceeds from asset dispositions |
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1.4 |
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7.2 |
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0.5 |
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0.2 |
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2.5 |
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4.1 |
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1.0 |
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7.7 |
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Free Cash Flow |
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65.6 |
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139.8 |
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29.8 |
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55.8 |
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16.0 |
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38.1 |
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9.7 |
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119.7 |
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* |
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Capital expenditures include all expenditures for property, plant and equipment, including those that are directly financed. |
The Company defines Adjusted Operating Income as operating income (loss) before goodwill
charges, litigation and other charges, share-based compensation expense and non-cash foreign
currency transaction net (gain) or loss. The Company defines Adjusted Operating Margin as Adjusted
Operating Income divided by sales. Adjusted Operating Income is an important performance measure
used by the Company to analyze and compare post-acquisition financial trends and results of its
various operations. The Company believes this non-GAAP financial measure may help investors better
understand our operating results by eliminating goodwill impairment charges, long-lived asset
impairment charges, litigation charges, share-based compensation expense, and non-cash net loss and
gain from foreign currency transactions pursuant to the revaluation of certain transactions
denominated in currencies other than of the Companys functional currency.
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Fiscal |
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Fiscal 2010 |
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Fiscal 2011 |
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($MM) |
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2009 |
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2010 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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LTM |
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Sales |
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1,145.1 |
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990.9 |
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225.9 |
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251.6 |
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276.4 |
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237.0 |
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236.7 |
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1,001.7 |
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Operating income/(loss) |
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(30.4 |
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27.6 |
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0.9 |
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6.6 |
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18.6 |
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1.5 |
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12.9 |
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39.6 |
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Goodwill impairment charge |
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83.3 |
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6.1 |
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6.1 |
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6.1 |
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Litigation and other charges |
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17.4 |
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7.2 |
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2.6 |
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3.1 |
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1.4 |
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(4.2 |
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3.0 |
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Share-based compensation expense |
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6.9 |
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5.0 |
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1.5 |
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1.2 |
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1.2 |
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1.1 |
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1.0 |
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4.5 |
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Non-Cash foreign currency transaction net (gain)/loss |
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(0.8 |
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0.4 |
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(0.1 |
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0.2 |
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0.0 |
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0.1 |
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0.4 |
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Adjusted Operating Income |
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76.4 |
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46.3 |
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2.4 |
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10.6 |
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23.0 |
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10.3 |
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9.7 |
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53.7 |
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Adjusted Operating Margin |
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6.7 |
% |
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4.7 |
% |
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1.0 |
% |
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4.2 |
% |
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8.3 |
% |
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4.4 |
% |
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4.1 |
% |
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5.4 |
% |
The Company defines Adjusted Net Income as net income (loss) before goodwill charges,
litigation and other charges, share-based compensation expense and non-cash foreign currency
transaction net (gain) or loss, all net of tax. The Company believes this non-GAAP financial
measure may help investors better understand our ongoing operating results by eliminating goodwill
impairment, long-lived asset impairment charges, litigation charges, share-based compensation
expense and the non-cash net losses and gains from foreign currency transactions all net of taxes.
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Fiscal |
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Fiscal 2010 |
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Fiscal 2011 |
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($MM) |
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2009 |
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2010 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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Q1 |
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LTM |
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Net income/(loss) |
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(39.6 |
) |
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14.1 |
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(0.3 |
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2.1 |
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11.4 |
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0.9 |
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6.8 |
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21.2 |
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Goodwill impairment charge |
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83.3 |
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6.1 |
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6.1 |
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6.1 |
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Tax benefit of goodwill impairment charge |
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(20.1 |
) |
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(2.4 |
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(2.4 |
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(2.4 |
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Litigation and other charges |
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17.4 |
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7.2 |
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2.6 |
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3.1 |
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1.4 |
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(4.2 |
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3.0 |
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Tax benefit of litigation and other charges |
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(6.8 |
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(2.8 |
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(1.0 |
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(1.2 |
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(0.6 |
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1.7 |
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(1.1 |
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Share-based compensation expense, net of tax |
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4.2 |
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3.1 |
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0.9 |
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0.7 |
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0.7 |
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0.7 |
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0.6 |
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2.7 |
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Non-Cash foreign currency transaction net (gain)/loss, net of tax |
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(0.5 |
) |
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0.2 |
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(0.0 |
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0.1 |
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0.0 |
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0.1 |
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0.3 |
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Adjusted Net Income |
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38.0 |
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25.5 |
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0.6 |
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4.6 |
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14.1 |
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6.2 |
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4.9 |
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29.8 |
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The Company defines Adjusted Diluted Earnings per Share (Loss per Share) as Adjusted Net
Income divided by diluted weighted average number of commons shares outstanding.
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Fiscal |
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Fiscal 2010 |
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Fiscal 2011 |
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2009 |
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2010 |
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Q1 |
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Q2 |
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Q3 |
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Q4 |
|
|
Q1 |
|
|
LTM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (loss per share) |
|
|
(3.55 |
) |
|
|
1.23 |
|
|
|
(0.03 |
) |
|
|
0.18 |
|
|
|
1.00 |
|
|
|
0.08 |
|
|
|
0.59 |
|
|
|
1.85 |
|
Goodwill impairment charge |
|
|
7.27 |
|
|
|
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.53 |
|
|
|
|
|
|
|
0.53 |
|
Tax benefit of goodwill impairment charge |
|
|
(1.75 |
) |
|
|
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.21 |
) |
|
|
|
|
|
|
(0.21 |
) |
Litigation and other charges |
|
|
1.51 |
|
|
|
0.63 |
|
|
|
|
|
|
|
0.23 |
|
|
|
0.27 |
|
|
|
0.12 |
|
|
|
(0.36 |
) |
|
|
0.27 |
|
Tax benefit of litigation and other charges |
|
|
(0.59 |
) |
|
|
(0.25 |
) |
|
|
|
|
|
|
(0.09 |
) |
|
|
(0.11 |
) |
|
|
(0.05 |
) |
|
|
0.15 |
|
|
|
(0.09 |
) |
Share-based compensation expense, net of tax |
|
|
0.37 |
|
|
|
0.27 |
|
|
|
0.08 |
|
|
|
0.06 |
|
|
|
0.06 |
|
|
|
0.06 |
|
|
|
0.05 |
|
|
|
0.23 |
|
Non-Cash foreign currency transaction net (gain)/loss, net of tax |
|
|
(0.04 |
) |
|
|
0.02 |
|
|
|
(0.00 |
) |
|
|
0.01 |
|
|
|
0.00 |
|
|
|
0.01 |
|
|
|
|
|
|
|
0.02 |
|
Adjustment for diluted shares outstanding |
|
|
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Diluted Earnings per Share (Loss per Share) |
|
|
3.32 |
|
|
|
2.23 |
|
|
|
0.05 |
|
|
|
0.40 |
|
|
|
1.23 |
|
|
|
0.54 |
|
|
|
0.43 |
|
|
|
2.60 |
|
ITEM 7.01 REGULATION FD DISCLOSURE
The information in this Item is being furnished in accordance with Regulation FD and is not
filed with the Securities and Exchange Commission (the SEC). Accordingly, such information is
not incorporated by reference into any registration statement filed by Consolidated Graphics, Inc.
under the Securities Act of 1933, as amended, and will not be so incorporated by reference into any
future registration statement unless specifically identified as being incorporated by reference.
As previously reported, on May 4, 2007, Rudamac, Inc. (Plaintiff) filed suit in Superior
Court for the State of California, Los Angeles County (the Lawsuit), against Consolidated
Graphics, Inc. (the Company), Thousand Oaks Printing & Specialties, Inc., a California subsidiary
of the Company (Thousand Oaks), and an employee of Thousand Oaks (Employee, and together
with the Company and Thousand Oaks, the Defendants). The Lawsuit was tried to a jury which
returned a verdict in Plaintiffs favor. The Court subsequently entered a judgment against the
Defendants on the jury verdicts for $5.7 million in compensatory damages jointly and severally
against the Defendants, punitive damages against Thousand Oaks for $1.5 million and against the
Company for $6.7 million and awarded $.7 million in costs against the Defendants (the Judgment).
The Court also awarded the Plaintiff $3.0 million in attorneys fees (the Attorney Fee Award).
The Defendants appealed the Judgment and the Attorney Fee Award. On July 23, 2010, the Plaintiffs
and Defendants entered into a Settlement Agreement and Mutual Release (the Agreement) to settle
the Lawsuit and dismiss the Appeal. In connection with such settlement, the Defendants paid
Plaintiff $14.0 million in full satisfaction of the Judgment and the Attorney Fee Award. The
Agreement contains an express denial of liability by the parties and a mutual release of claims.
The Company recorded a $5.2 million positive adjustment to income for the June 30, 2010
quarter as a result of the Company settling the Lawsuit for a lower amount than had been previously
recognized. Please refer to the press release referenced in Item 2.02 of this Current Report on
Form 8-K for further information on the Companys fiscal June 30, 2010 first quarter results.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
The following exhibit is filed herewith:
|
|
|
|
|
|
99.1 |
|
|
Press release of the Company dated August 4, 2010, announcing the Companys
fiscal June 30, 2011 first quarter results. |
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY
CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
|
|
|
|
|
|
|
|
|
CONSOLIDATED GRAPHICS, INC. |
|
|
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jon C. Biro
|
|
|
|
|
|
|
Jon C. Biro |
|
|
|
|
|
|
Executive Vice President and |
|
|
|
|
|
|
Chief Financial and Accounting Officer |
|
|
Date: August 4, 2010
Exhibit Index
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
99.1 |
|
|
Press release of the Company dated August 4, 2010,
announcing the Companys fiscal June 30, 2011 first quarter
results. |