Signatures and Power of Attorney

Exhibit 21.1 Subsidiaries of the Company

Signatures and Power of Attorney

Exhibit 21.1 Subsidiaries of the Company

SecuritiesDISC registeredGRAPHICS, pursuantINC. to Section 12(g)Exact Name of theRegistrant Act:as specified in its charter)

SecuritiesDISC registeredGRAPHICS, pursuantINC. to Section 12(g)Exact Name of theRegistrant Act:as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) [ X ] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2000 or [ ] 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 0-22696 DISC GRAPHICS, INC. (Exact Name of Registrant as specified in its charter)

[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities registeredExchange Act of 1934 For the fiscal year ended December 31, 2001 or [ ] Transition report pursuant to Section 1213 or 15(bd) of the Securities Exchange Act: of 1934 For the transition period from _ to _

TitleCommission offile Classnumber Name of each exchange on which registered None None0-22696

SeeDISC accompanyingGRAPHICS, notesINC. toAND SUBSIDIARIES Consolidated Financial Statements. -F3- December 31, 2001 and 2000 (With Independent Auditors' Report Thereon)

DISCReport GRAPHICS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders'Independent Equity Years ended December 31, 2000, 1999, and 1998Accountants

SeeIndependent accompanyingAuditors' notes to Consolidated Financial Statements.-F5-Report

-F8-DISC GRAPHICS, INC.AND SUBSDIARIES Consolidated Statements of Operations Years ended December 31, 2001, 2000 and 1999

DuringDISC the second quarter of 2000GRAPHICS, the Company increased the goodwill associated with the acquisition of CCG by approximately $185,000 to properly reflect the value of certain assets and liabilities assumed as of the acquisition dateINC.AND InSUBSIDIARIES accordanceConsolidated withStatements the terms of theStockholders' acquisitionEquity agreementYears an adjustment would be made to the purchase price as a result of the actual fair value of assets and liabilities acquired. The principal amount due on the promissory note and convertible debentures on August 1, 2000 of $320,000 was not paid because minimum sales amount required under the asset purchase agreement were not achieved for the year ended JuneDecember 3031, 2000. In addition2001, as a result of the sales shortfall, the remaining balances of the promissory note and convertible debenture was reduced by an additional $84,000. As a result of the downward adjustment, goodwill was also reduced accordingly in the amount of $404,000. On October 4, 2000, the former owners of CCG asserted a claim against the Company for principal and interest payments allegedly due on August 1, 2000 under the terms of the $1 million note and the $600,000 convertible debentures. The Company believes that no payments are currently due to the former owners of CCG since the minimum sales levels discussed above were not achieved. In March 2000, the Company announced that it would close its Edgewood facility (the former CCG facility) and consolidate its operations with its Hauppauge, New York facility. In connection with the consolidation, the Company recorded a charge of $324,000, principally relating to a loss on the sale of equipment.1999

[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities registeredExchange Act of 1934 For the fiscal year ended December 31, 2001 or [ ] Transition report pursuant to Section 1213 or 15(bd) of the Securities Exchange Act: of 1934 For the transition period from _____ to _____

TitleCommission offile Classnumber Name of each exchange on which registered None None0-22696

SUMMARY FINANCIAL DATA (In thousands, except per share amounts)

SeeDISC accompanyingGRAPHICS, notesINC. toAND SUBSIDIARIES Consolidated Financial Statements. -F3- December 31, 2001 and 2000 (With Independent Auditors' Report Thereon)

DISCReport GRAPHICS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders'Independent Equity Years ended December 31, 2000, 1999, and 1998Accountants

SeeIndependent accompanyingAuditors' notes to Consolidated Financial Statements.-F5-Report

-F8-DISC GRAPHICS, INC.AND SUBSDIARIES Consolidated Statements of Operations Years ended December 31, 2001, 2000 and 1999

[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities registeredExchange Act of 1934 For the fiscal year ended December 31, 2001 or [ ] Transition report pursuant to Section 1213 or 15(bd) of the Securities Exchange Act: of 1934 For the transition period from _ to _

Delaware(State or other jurisdiction of incorporation or organization)	13-3678012(IRS Employer Identification No.)
10 Gilpin Avenue, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)
Registrant's telephone number, including area code:	(631) 234-1400

Form 10-K
(Mark One)

Common Stock, $.01 par value


Delaware (State or other jurisdiction of incorporation or organization)	13-3678012 (IRS Employer Identification No.)

10 Gilpin Avenue, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:	(631) 234-1400

~~Indicate~~ Securities byregistered ~~check~~pursuant ~~mark whether the Registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15(d) of the Securities Exchange Act of 1934 during the preceding~~ 12 ~~months~~ (~~or for such shorter period that the Registrant was required to file such reports~~b), ~~and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ] Indicate by check mark if disclosure~~ of ~~delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to~~ the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ x ] At March 30, 2001, the aggregate market value of the voting and non-voting stock held by non-affiliates of Registrant was approximately $2.8 million, based on the closing price of the Common Stock on the Nasdaq Stock Market on that date. At March 30, 2001, the Registrant had outstanding 5,518,242 shares of Common Stock, $.01 par value per share. Documents incorporated by referenceAct: ~~The Registrant's Proxy Statement for its 2001 Annual Meeting of Stockholders is incorporated by reference into Part III (Items 10, 11, 12, and 13 of this Form 10-K).~~

PART I ITEM 1. Business General Disc Graphics, Inc. ("Disc Graphics" or the "Company"), headquartered in Hauppauge, New York, is a diversified manufacturer and printer of specialty paperboard packaging focused on the home video, music, entertainment software, cosmetics, pharmaceutical, and other consumer markets. Products include: pre-recorded video sleeves, compact disc ("CD") and audio cassette packaging; folding cartons for entertainment software, food, pharmaceuticals and cosmetics; posters, pressure sensitive labels and general commercial printing. Customers include leading software, CD-ROM and video distributors; vitamin, cosmetic and fragrance companies; major book publishers; and many Fortune 500 companies. The Company operates in one business segment: the manufacturing and printing of specialty paperboard packaging. The Company's primary business strategies are to increase the Company's share of print and packaging sales within its primary markets and to develop innovative packaging designs and techniques for new and existing markets. The Company is actively involved in investigating additional printing and packaging related business opportunities, joint ventures, or other business relationships. The Company has entered into a joint venture arrangement with Southern Container Corporation and Schiffenhaus Industries, Inc. for the purpose of acquiring and operating a facility in New Jersey to produce reinforced folding cartons. This technology will use high-speed equipment to "laminate" printed sheets to single-faced corrugation. This venture will attempt to meet the demand for high-end graphic packaging with the structural attributes of corrugation (see Note 13 to Consolidated Financial Statements). Historically, the Company has grown primarily by developing new customers, increasing orders from existing customers, and by capitalizing on its superior service and response capabilities and through acquisitions. In 1996, the Company acquired the assets and certain liabilities of Pointille, Inc., a California based packaging printer; in 1997, the Company acquired the assets and certain liabilities of Benham Press, Inc., an Indiana based commercial printing company (the "Benham Acquisition") which, as discussed below, the Company plans to close during the second quarter of 2001; and in 1999, the Company acquired the assets and certain liabilities of Contemporary Color Graphics, Inc. ("CCG"), a New York based commercial printing company (the "CCG Acquisition") which was subsequently consolidated into the Hauppauge, New York facility during 2000, See Supra, Item 3, "Legal Proceedings", and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations-Contemporary Color Graphics, Inc. Acquisition". The Company has since integrated each of their manufacturing capabilities and sales and marketing programs into Disc Graphics' operations. Since 1995, the Company has operated a facility in Rockaway, New Jersey, which produces pressure sensitive labels for Disc Graphics. The Company began experiencing weakness in sales during the third and fourth quarters of 2000, which has continued into the first quarter of 2001. This is due in part to lower sales of video, entertainment and software packaging products to certain customers, and a general weakness in the economy. While the Company believes the reduction in demand for its products is temporary, it is currently taking aggressive steps to reduce capacity and bring its operations more in line with both current and projected revenue levels. The Company believes that its planned consolidation, discussed below, will not compromise the Company's ability to achieve growth in the markets that we currently serve. This is due in part to the investments that the Company has made in digital workflow, which has significantly improved turnaround times and has made it possible for the Company to consolidate its manufacturing facilities, as discussed below. -2- As part of the planned consolidation, which was approved by the Company's Board of Directors in March 2001, the Company has made plans to shut down its Indianapolis, Indiana facility during the second quarter of 2001. The Company believes that the majority of sales and required manufacturing capacity associated with the Indiana location can be absorbed by the Company's remaining locations, where there is presently sufficient capacity. In addition, the Company will further streamline its operations by selling certain other equipment in an effort to further realign its capacity. The Company believes this operating realignment will provide a reduced cost structure and improve the Company's profit potential. In connection with these consolidation initiatives, the Company has written-down the related assets to their net realizable value and recorded a charge of $3,458,000 related to the revaluation of these impaired assets in the fourth quarter of 2000. In connection with the consolidation, the Company expects to incur certain exit costs, principally severance, estimated at $500,000. Such amounts will be expensed in 2001. The Company believes that the completion of these initiatives will improve the Company's cost structure and profit margins and strengthen its competitive position in both current and new markets. By consolidating operations, the Company believes it will achieve improved production efficiency, profitability and asset utilization. There can be no assurance, however, that the Company's consolidation initiative described above will succeed in making the Company more profitable. The Company's principal executive offices and principal manufacturing operations are located at 10 Gilpin Avenue, Hauppauge, New York 11788. Its telephone number is (631) 234-1400. Background The Company was formed as the result of the acquisition by RCL Capital Corp ("RCL") of a printing company formerly known as Disc Graphics, Inc., a New York corporation ("Old Disc"). RCL was incorporated in August 1992 to serve as a vehicle to acquire an operating business. On November 18, 1993, RCL completed a public offering of units ("Units"), each Unit consisting of one share of RCL's Common Stock and two redeemable warrants. Net proceeds of the public offering after the payment of certain expenses yielded approximately $6,400,000, which was put into escrow pending the acquisition of an operating business. On October 30, 1995, RCL consummated the acquisition of Old Disc, which was structured as a merger of Old Disc with and into RCL. Following the merger, RCL changed its name to Disc Graphics, Inc. In connection with the merger, the Company redeemed approximately 185,000 shares of Common Stock held by the Old Disc shareholders at $5.15 per share, which left the Company with approximately $5 million (net of merger transaction costs) of the $6.4 million public offering proceeds. These proceeds were used primarily to reduce certain indebtedness of the Company and for working capital purposes. The merger was treated for accounting and financial reporting purposes as a reverse merger of RCL into Old Disc. In addition, in connection with the merger, Disc Graphics, Inc. adopted a December 31 fiscal year. Packaging/Printing Industry The Company's revenue in 2000 was derived primarily from the manufacture and sale of paperboard folding cartons. An industry trade publication estimates that domestic shipments of folding cartons increased approximately 2% over 1999 levels with estimated 2000 revenues from folding cartons of approximately $8.4 billion. Despite slight growth in the overall industry, several of our markets experienced sales declines in 2000.There were many factors that affected our markets in 2000 including consolidation, the PC-based entertainment software market delayed or canceled the release of new products, and the introduction of PlayStation II® kept software producers and consumers unsure of the market's direction. The overall folding carton market continues to see significant competition from resin based alternative packaging and growth in corrugated as an alternative to paperboard packaging. Disc Graphics has entered into a three-party joint venture for the manufacturing of mini-flute corrugated packaging to create new market opportunities. -3- Folding carton manufacturers are divided into three main categories: integrated manufacturers (those owned by or affiliated with a paperboard mill), non-integrated or independent manufacturers, and in-plant or "captive" manufacturers which are owned directly by the end user. Traditionally, the Company has competed with independent manufacturers. Several of our largest competitors, including Shorewood Packaging and IMPAC Group (AGI), have been acquired by paper companies, thus placing the Company in the position of competing with significantly larger integrated manufacturers. The Company focuses on those markets that use the folding carton as a point of purchase marketing enhancement for their products. A carton's color scheme, coatings, print, stamping and other graphic design features all contribute to the carton's promotional potential. The Company has concentrated in markets, such as the home video, software, cosmetics, music and pharmaceutical packaging markets, which utilize those techniques to a significant extent. The Company has devoted substantial resources toward developing the specialized processes required in such markets. The Company's business also includes commercial printing and labels. Industry trade sources have estimated that the total United States commercial printing market in 2001 to be approximately $88 billion. The industry is fragmented with many small printing companies serving regional markets. For example, within the New York City Metropolitan area, there are approximately 2,800 printing establishments with an average of 20 employees. Based on 1999 revenues, the Company was ranked 106 in the top 400 printing companies in the United States by an industry trade publication, as compared to 117 in 1998. Comparable rankings for 2000 were not available at the date of this report. The Company's Packaging Products The Company's largest markets for folding cartons are the video and entertainment software markets. For the home video market, the Company manufactures bottom-load video sleeves, multi-packs and other specialty items. In addition to printing for major studios, the Company has historically concentrated on the catalogue and special interest video and software markets. The Company's catalogue customers typically have licensed or purchased products from major movie production studios. According to one industry trade group, the videocassette market showed a decline in 2000 in total "duplicated" units produced by approximately 4%. However, DVD production has been increasing since its development and the Company has focused its resources in this area. Packaging for these DVD videos is often sold to independent distributors and videotape duplicators. Through these distributors and duplicators, the Company has produced packaging for many Fortune 500 companies. Many home video companies are converting catalog titles or introducing new titles on DVD. The Company believes that this format for the delivery of movies has created new packaging opportunities, which will be a growth market for the Company. The Company produces packaging for some of the largest entertainment software companies in the United States. The Company believes that its national network of production facilities and its capabilities in producing high value-added packaging are strategic advantages in competing in this market. The Company also produces packaging for independent developers of console based (e.g., Nintendo(R) and PlayStation(R)) games and considers this market to be a growth opportunity. -4- The Company manufactures CD packaging, including tray cards and booklets, pre-recorded cassette packaging, such as insert or "J" cards, as well as audio book packaging and other printed materials for the music and audio industries. The Company's music industry customers often require that packaging be produced quickly, often within days of placing an order. The Company has assembled a combination of skilled workers, advanced equipment, and production systems to meet these requirements. The Company has long standing customer relationships with major record companies in the United States and also manufactures packaging for major duplicators in the United States. Additionally, the Company manufactures packaging for special interest and secondary music and audio markets. The other major component of this market is audio book packaging. The Company believes that it has a significant share of this market. The Company's principal customers include two of the largest publishers in this market. Despite the overall decline of 12% during 2000 in the pre-recorded audio cassette market, Disc Graphics' sales increased in this market due to the Company's effort of maintaining strong relationships with many major companies. In the consumer products market, the Company manufactures cartons and packaging for personal care, luxury goods, pet products, food and other specialty packaging for these markets. Based on industry trade publications, some of these market segments show high growth potential in print and packaging. Given the growth opportunities and the high-value added nature of the packaging, these markets are a prime focus for the Company. The Company produces folding cartons for over-the-counter ("OTC") pharmaceuticals, vitamins and nutritional supplements. A large part of the Company's revenue for OTC-style cartons is for "private label" products. Vibrant designs are emphasized in the packaging, which requires the use of multi-color graphics to convey product identity and brand recognition. Sales of these cartons are made directly to several major vitamin and drug manufacturers. In the commercial printing market, the Company prints brochures, posters, sell sheets and other promotional material. Due to the scheduled closure of the Indiana facility in the second quarter of 2001, the Company is anticipating a reduction in commercial sales to these local customers. The Company prints labels on pressure sensitive stock that is die cut to a customer's specifications. The primary markets for labels are pharmaceuticals, vitamins, video packages, pet products and specialty items. Many video and folding carton orders include an order for the corresponding labels. The Company distributes all packaging products directly to its customers. Marketing and Sales The Company's revenues are derived from several product lines. The largest product line as a percentage of total 2000, 1999, and 1998 net sales were the video and entertainment software market, which accounted for approximately 32%, 38%, and 36%, respectively; followed by the consumer product packaging market, which accounted for approximately 24%, 23%, and 23%, respectively; the music and audio packaging market accounted for approximately 17%, 15%, and 15%, respectively; and the commercial printing market accounted for approximately 15%, 13%, and 15%, respectively. These markets correspond to product lines within the business segment in which the Company operates. The Company's sales and marketing efforts are conducted through direct solicitation by its sales staff and executive officers. The Company's package engineering staff assists customers with new package design and development. Because the Company has a short turnaround time, it has a small backlog of orders, as most orders are produced and delivered in one to four weeks. -5- Seasonality Historically, the Company's revenues have been moderately seasonal. However, because of the decline in revenue during the third and fourth quarters of fiscal 2000, the Company did not experience the same seasonality as it has in prior years. In the last two quarters of 2000 and 1999, the Company's revenues were approximately 51% and 56%, respectively, of annual sales. This seasonality is primarily the result of certain markets, such as the music and audio packaging markets, the video and entertainment software packaging markets and the consumer product packaging market, which require that products be produced and shipped between August and October of each year for sale during the holiday season. Competition The Company competes with a small number of printed paperboard packaging companies within each of its markets. These industries require high quality packaging with rapid turnaround time and competitive pricing. The Company believes that its ability to perform all aspects of the manufacturing process in-house is an important factor in maintaining and improving its competitive position. The Company's principal methods of competition are price, service, and product quality. Traditionally, the Company has competed with independent manufacturers. Several of our largest competitors, including Shorewood Packaging and IMPAC Group (AGI), have been acquired by paper companies, thus placing the Company in the position of competing with significantly larger integrated manufacturers. While the Company believes its present competitive position is strong, there can be no assurance that this will not change. Several of the Company's competitors in each market have financial resources that are greater than the Company's. In addition, because the Company supplies packaging to consumer industries, it is also subject to the competitive forces affecting its customers. Employees As of February 22, 2001, the Company had approximately 458 employees. Of these employees, 299 are located in the Company's Hauppauge, New York facility, with 241 serving in manufacturing capacities and 58 serving in selling and administrative capacities. The Company's Burbank, California facility has 87 employees, with 73 serving in manufacturing capacities and 14 serving in selling and administrative capacities. Disc Graphics' Rockaway, New Jersey facility has 21 employees, with 20 serving in manufacturing capacities and one serving in selling and administrative capacities. The Company's Indianapolis, Indiana facility has 51 employees, with 42 serving in manufacturing capacities and 9 serving in selling and administrative capacities, however in connection with the planned closing during the second quarter of 2001, employment is expected to cease at this location. See Supra, Item 1. "Business-General". A majority of the manufacturing employees located in the Burbank, California facility are represented by a labor union. The Company believes that its employee relations are good. Materials The Company uses a variety of raw materials. The most significant types of raw materials utilized are paperboard, paper, label paper, ink, coating, films and plates. These materials are purchased from a variety of suppliers, and the Company has several alternate sources for each. The Company has historically been successful in obtaining adequate materials to satisfy all sales orders, and does not anticipate any significant difficulties in obtaining supplies of such materials in the future. There can be no assurances, however, that the Company will not encounter difficulty in obtaining supplies of such material to fulfill future requirements. In the fourth quarter of 2000, the Company implemented a cost containment initiative. As part of this initiative, Disc has negotiated more favorable pricing arrangements with certain of its main suppliers. -6- Equipment The Company owns or leases certain manufacturing, computer and other equipment used in the manufacture of its products and for its administrative support. As a specialty printing company, the Company's continued growth and competitiveness requires a significant investment in capital equipment. Forward Looking Statements This Form 10-K contains predictions, projections and other statements about the future that are intended to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from those expressed or implied by such statements. Such risks, uncertainties, and other important factors include, among others: the Company's ability to fulfill its stated business strategies; the Company's ability to improve its revenue margin; the Company's ability to improve its position in current or new markets; the Company's ability to identify and consummate strategic business opportunities; the Company's ability to identify and develop additional product innovations; the Company's ability to achieve growth in net sales of its products; the effects of recent equipment purchases and leases for additional space on the Company's operations; the Company's ability to continue to achieve efficiencies through the purchase or lease of equipment; the effects of the Company's planned consolidation efforts; the effects of the Company's ISO certification efforts; the amounts required for capital expenditures in future periods; the availability and cost of materials; and continuing industry-wide pricing pressures and other industry conditions. Such forward-looking statements speak only as of the date of this Report, and the Company disclaims any obligation or undertaking to update such statements. Each forward-looking statement that the Company believes is material is accompanied by one or more cautionary statements identifying important factors that could cause actual results to differ materially from those described in the forward-looking statement. The cautionary statements are set forth following the forward-looking statement, in other sections of this Form 10-K, and/or in the Company's other documents filed with the Securities and Exchange Commission, whether or not such documents are incorporated herein by reference. In assessing forward-looking statements, readers are urged to read carefully all such cautionary statements. Regulation Disc Graphics, Inc.'s activities are subject to various environmental, health and employee safety laws. The Company has expended resources, both financial and managerial, to comply with applicable environmental, health and worker safety laws in its operations and at its facilities and anticipates that it will continue to do so in the future. Compliance with environmental laws has not historically had a material effect on the Company's capital expenditures, earnings or competitive position, and the Company does not anticipate that such compliance will have a material effect on the Company. Although the Company believes that it is generally in compliance with all applicable environmental, health and worker safety laws, there can be no assurance that additional costs for compliance will not be incurred in the future or that such costs will not be material. -7- Executive Officers of the Registrant Donald Sinkin (53 years of age) has been Chairman of the Board, President, Chief Executive Officer and the largest shareholder of the Company since 1986. Mr. Sinkin joined Disc Graphics as Pre-Press Supervisor and became Plant Manager in 1982. Prior to joining Disc Graphics, Mr. Sinkin helped found and manage Rutgers Packaging, a division of Queens Group, Inc. d/b/a Queens Litho. Stephen Frey (47 years of age) is a Director, Senior Vice President of Operations, Secretary and a major shareholder of the Company. Mr. Frey joined Disc Graphics in the Pre-Press Department in 1978, became Supervisor of that department in 1983, and established the Production and Planning Department in 1985. Mr. Frey was elected Vice President and Secretary in 1988 and a Director in 1990. He served as Chief Operating Officer from 1991 to 1995 and was elected Senior Vice President of Operations in 1998. Prior to joining Disc Graphics, Mr. Frey held various management positions with Kordet Color Corporation, a high-end commercial printer and Terrace Litho, a printing company servicing the book and publishing industries. John Rebecchi (46 years of age) is a Director, Senior Vice President of Sales & Marketing, and a major shareholder of the Company. Mr. Rebecchi joined Disc Graphics' predecessor in the Accounting Department and, upon Disc Graphics' formation in 1983, he served as Controller. After a brief absence from the Company, Mr. Rebecchi re-joined Disc Graphics in 1988 and was elected Vice President and Treasurer in 1988 and a Director in 1990. He served as Chief Financial Officer from 1991 through 1995 and was elected Senior Vice President of Sales & Marketing in 1998. Margaret M. Krumholz (41 years of age) is Senior Vice President of Finance and Chief Financial Officer of the Company. Ms. Krumholz joined Disc Graphics in 1994 and served as Controller until 1996 when she was elected Chief Financial Officer. She was elected Senior Vice President of Finance in August 1998. Prior to joining Disc Graphics, Ms. Krumholz held various financial and accounting positions, including Corporate Finance Manager for General Foods Baking Company, and received her C.P.A. while employed with PricewaterhouseCoopers. Frank A. Bress (53 years of age) is Vice President for Legal Affairs and Human Resource Policy and General Counsel of the Company. Mr. Bress joined Disc Graphics in January 1998 as General Counsel, and was elected Vice President for Legal Affairs in August 1998 and Vice President for Human Resource Policy in October 1998. Prior to joining Disc Graphics, Mr. Bress served as principal outside counsel to the Company from 1988 through 1997 while a partner in various law firms. Mr. Bress was an Associate Professor of Law at New York University School of Law from 1974 to 1986, and a Professor of Law and Associate Dean at Pace University School of Law from 1986 to 1988. -8-


Title of Class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:


	Common Stock, $.01 par value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ X ]

At February 22, 2002, the aggregate market value of the voting and non-voting stock held by non-affiliates of Registrant was approximately $3,291,361 million, based on the closing price of the Common Stock on the Nasdaq Stock Market on that date.

At February 22, 2002, the Registrant had outstanding 5,518,242 shares of Common Stock, $.01 par value per share.

Documents incorporated by reference: The Registrant's Proxy Statement for its 2002 Annual Meeting of Stockholders is incorporated by reference into Part III (Items 10, 11, 12, and 13) of this Form 10-K.

PART I

ITEM 1. Business

General

Disc Graphics, Inc. ("Disc Graphics" or the "Company"), headquartered in Hauppauge, New York, is a diversified manufacturer and printer of specialty paperboard packaging focused on the home video, music, entertainment software, cosmetics, pharmaceutical, and other consumer markets. Products include: pre-recorded video sleeves, compact disc ("CD") and audio cassette packaging; folding cartons for entertainment software, food, pharmaceuticals and cosmetics; posters, pressure sensitive labels and general commercial printing. Customers include leading software, CD-ROM and video distributors; major film studios, vitamin, cosmetic and fragrance companies; major book publishers; and many Fortune 500 companies. The Company operates in one business segment: the manufacturing and printing of specialty paperboard packaging.

The Company's primary business strategies are to increase the Company's share of print and packaging sales within its primary markets and to develop innovative packaging designs and techniques for new and existing markets. The Company is actively involved in investigating additional printing and packaging related business opportunities, joint ventures, or other business relationships.

On September 22, 2000 the Company entered into a joint venture arrangement with Southern Container Corporation ("Southern Container") and Schiffenhaus Industries, Inc. ("Schiffenhaus") for the purpose of acquiring and operating a facility in New Jersey to produce reinforced folding cartons ("GraphCorr LLC" or "GraphCorr"). GraphCorr's manufacturing technology uses high-speed equipment to "laminate" printed sheets to single-faced corrugation. This venture will attempt to meet the demand for high-end graphic packaging with the structural attributes of corrugation. GraphCorr began manufacturing operations during the fourth quarter of 2001. The Company made an initial investment of $225,000 in 2000 and an additional $625,000 in 2001. On December 28, 2001, the joint venture agreement was amended wherein Schiffenhaus's membership interest was dissolved and Liberty Diversified Industries, Inc. ("Liberty") acquired a membership interest in GraphCorr.

Historically, the Company has grown its revenue base primarily by developing new customers, increasing orders from existing customers, and by capitalizing on its superior service and response capabilities and through acquisitions. In 1996, the Company acquired the assets and certain liabilities of Pointille, Inc., a California based packaging printer; in 1997, the Company acquired the assets and certain liabilities of Benham Press, Inc., an Indiana based commercial printing company (the "Benham Acquisition") which, as discussed below, the Company closed during the second quarter of 2001; and in 1999, the Company acquired the assets and certain liabilities of Contemporary Color Graphics, Inc. ("CCG"), a New York based commercial printing company (the "CCG Acquisition") which was subsequently consolidated into the Hauppauge, New York facility during 2000, See Infra, Item 3, "Legal Proceedings", and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations-Contemporary Color Graphics, Inc. Acquisition". Since 1995, the Company has operated a facility in Rockaway, New Jersey, which produces pressure sensitive labels for Disc Graphics.

In the fourth quarter of 2001, the Company recorded a charge related to the impairment of intangible assets in connection with the CCG Acquisition of $3,617,000. During the fourth quarter, the Company made the determination to abandon the business it acquired in the CCG Acquisition as it was unprofitable, the acquired physical assets had been disposed of and the former shareholders of CCG who were managing such business had terminated their employment with the Company.

The Company began experiencing weakness in sales during the third and fourth quarters of 2000, which continued throughout 2001. This was due in part to a general weakness in the economy, the closure of the Indiana facility, the significant reduction in commercial printing business (due to the abandonment of the CCG Acquisition) and lower sales of video, entertainment and software packaging products to certain customers.

-2-

While the Company believes the reduction in demand for its products is temporary, it has taken aggressive steps to reduce capacity and bring its operations more in line with both current and projected revenue levels. The Company believes that its consolidation strategy, discussed below, will not compromise the Company's ability to achieve future growth in the markets that we currently serve. This is due in part to the investments that the Company has made in digital workflow, which has significantly improved turnaround times, improved gross profit margins, and has made it possible for the Company to consolidate its manufacturing facilities, as discussed below.

As part of its consolidation strategy, which was approved by the Company's Board of Directors in March 2001, the Company shut down its Indianapolis, Indiana facility during the second quarter of 2001. As of December 31, 2001, substantially all of the machinery and equipment from the Indiana facility had been sold or redeployed within the Company's other operations. A portion of the production activity has been absorbed by the Company's remaining facilities, where there is presently sufficient capacity. In addition, the Company intends to streamline its operations further. The Company believes this operating realignment will provide a reduced cost structure and improve the Company's profit potential. In connection with these consolidation initiatives, the Company in the fourth quarter of 2000 wrote down the assets to be disposed of to their net realizable value and recorded a charge of $3,458,000 related to the revaluation of these impaired assets. In connection with the consolidation, the Company incurred certain exit costs, principally severance, of $292,000, which were expensed and paid in 2001.

The Company attributes the improvement of its cost structure, liquidity and profit margins and the strengthening of its competitive position in both current and new markets to the cost-cutting initiatives referred to above. By consolidating operations, the Company has achieved improved production efficiency, profitability and asset utilization. The Company's focus on cash management initiatives has also improved cash flow from operations by approximately $6.2 million and reduced debt by approximately $6.7 million.

The Company's principal executive offices and principal manufacturing operations are located at 10 Gilpin Avenue, Hauppauge, New York 11788. Its telephone number is (631) 234-1400.

Background

The Company was formed as the result of the acquisition by RCL Capital Corp ("RCL") of a printing company formerly known as Disc Graphics, Inc., a New York corporation ("Old Disc"), on October 30, 1995. RCL was incorporated in August 1992 to serve as a vehicle to acquire an operating business. On November 18, 1993, RCL completed a public offering of units ("Units"), each Unit consisting of one share of RCL's Common Stock and two redeemable warrants. Net proceeds of the public offering after the payment of certain expenses yielded approximately $6,400,000, which was put into escrow pending the acquisition of an operating business.

On October 30, 1995, RCL consummated the acquisition of Old Disc, which was structured as a merger of Old Disc with and into RCL. Following the merger, RCL changed its name to Disc Graphics, Inc. In connection with the merger, the Company redeemed approximately 185,000 shares of Common Stock held by the Old Disc shareholders at $5.15 per share, which left the Company with approximately $5 million (net of merger transaction costs) of the $6.4 million public offering proceeds. These proceeds were used primarily to reduce certain indebtedness of the Company and for working capital purposes. The acquisition of Old Disc was treated for accounting and financial reporting purposes as a reverse merger of RCL into Old Disc. In addition, in connection with the merger, Disc Graphics, Inc. adopted a December 31 fiscal year.

-3-

Packaging/Printing Industry

The Company's revenue in 2001 was derived primarily from the manufacture and sale of paperboard folding cartons. An industry trade publication estimates that domestic shipments of folding cartons increased approximately 1.7% over 2000 levels with estimated 2001 revenues from folding cartons of approximately $8.8 billion. Despite slight growth in the overall industry, several of our markets experienced sales declines in 2001. There were many factors that affected our markets in 2001, including continued industry consolidation, as the overall folding carton market continues to see significant competition from resin based alternative packaging and growth in corrugated as an alternative to paperboard packaging. Disc Graphics has entered into the GraphCorr joint venture for the purpose of creating new market opportunities through the manufacturing of mini-flute corrugated packaging products.

Folding carton manufacturers are divided into three main categories: integrated manufacturers (those owned by or affiliated with a paperboard mill), non-integrated or independent manufacturers, and in-plant or "captive" manufacturers which are owned directly by the end user. Traditionally, the Company has competed with independent manufacturers but through recent acquisitions of some of the Company's largest competitors by paper companies, the Company is now in the position of competing with significantly larger integrated manufacturers. See "Business-Competition."

The Company focuses on those markets that use the folding carton as a point of purchase marketing enhancement for their products. A carton's color scheme, coatings, print, stamping and other graphic design features all contribute to the carton's promotional potential. The Company has concentrated in markets, such as the home video, software, cosmetics, music and pharmaceutical packaging markets, which utilize those techniques to a significant extent. The Company has devoted substantial resources toward developing the specialized processes required in such markets.

The Company's business also includes commercial printing and labels. Because commercial printing has proven to be an intensely competitive and a low profit margin market segment, the Company made the decision in 2001 to de-emphasize commercial printing and focus on more profitable folding carton products. For example, the commercial printing industry is fragmented with many small printing companies serving regional markets as evidenced by the characteristics of the New York City Metropolitan area, where there are approximately 2,800 printing establishments with an average of 20 employees.

Based on 2000 revenues, the Company was ranked 110 in the top 400 printing companies in the United States by an industry trade publication, as compared to 102 in 1999. Comparable rankings for 2001 were not available to the Company at the date of this report.

The Company's Packaging Products

The Company's largest markets for folding cartons are the video and entertainment software markets. For the home video market, the Company manufactures bottom-load video sleeves, multi-packs and other specialty items. In addition to printing for major studios, the Company has historically concentrated on the catalogue and special interest video and software markets. The Company's catalogue customers typically have licensed or purchased products from major movie production studios. According to one industry trade group, the videocassette market showed a decline in 2001 in total "duplicated" units produced by approximately 7%. However, DVD production has been increasing since its development and the Company has focused its resources in this area. DVD replication has increased by 63% in 2001. Packaging for these DVD videos is often sold to major film studios, independent distributors and replicators and duplicators. Through these distributors and duplicators, the Company has produced packaging for a major film studio and many Fortune 500 companies. Many home video companies are converting catalog titles or introducing new titles on DVD. The Company believes that this format for the delivery of movies has created new packaging opportunities, and that this will be a growth market for the Company.

-4-

The Company produces packaging for some of the largest entertainment software companies in the United States. The Company believes that its bi-coastal production facilities, its digital environment, and its capabilities in producing high value-added packaging are strategic advantages in competing in this market. The Company also produces packaging for independent developers of console based (e.g., Nintendo(R) and PlayStation(R)) games and considers this market to be a growth opportunity.

In the consumer products market, the Company manufactures cartons and packaging for personal care, luxury goods, pet products, food and other specialty packaging for these markets. Based on industry trade publications, some of these market segments show high growth potential in print and packaging. Given the growth opportunities and the high-value added nature of the packaging, these markets are a prime focus for the Company.

The Company manufactures CD and cassette packaging, including tray cards and booklets, pre-recorded cassette packaging, such as insert or "J" cards, as well as audio book packaging and other printed materials for the music and audio industries. The Company's music industry customers often require that packaging be produced quickly, often within days of placing an order. The Company has assembled a combination of skilled workers, advanced equipment, and production systems to meet these requirements. The Company has long standing customer relationships with major record companies in the United States and also manufactures packaging for major duplicators in the United States. Additionally, the Company manufactures packaging for special interest and secondary music and audio markets. The other major component of this market is audio book packaging. The Company believes that it has a significant share of this market. The audio publishing market is quickly moving to CD's from cassettes as the use of CD's for audio books is now almost equal to the use of audio books on cassettes.

The Company produces folding cartons for over-the-counter ("OTC") pharmaceuticals, vitamins and nutritional supplements. A large part of the Company's revenue for OTC-style cartons is for "private label" products. Vibrant designs are emphasized in the packaging, which requires the use of multi-color graphics to convey product identity and brand recognition. Sales of these cartons are made directly to several major vitamin and drug manufacturers.

In the commercial printing market, the Company prints brochures, posters, sell sheets and other promotional material. Due to the closure of the Indiana facility in the second quarter of 2001 and the decision to abandon the CCG Acquisition, the Company has experienced a reduction in commercial sales to these local customers.

The Company prints labels on pressure sensitive stock that is die cut to a customer's specifications. The primary markets for labels are pharmaceuticals, vitamins, video packages, pet products and specialty items. Many video and folding carton orders include an order for the corresponding labels.

The Company distributes all packaging products directly to its customers.

Marketing and Sales

The Company's revenues are derived from several product lines. The largest product line as a percentage of total 2001, 2000, and 1999 net sales were the video and entertainment software market, which accounted for approximately 37%, 32%, and 38%, respectively; followed by the consumer product packaging market, which accounted for approximately 26%, 24%, and 23%, respectively; the music and audio packaging market accounted for approximately 17%, 17%, and 15%, respectively; the OTC pharmaceutical market accounted for approximately 8%, 6%, and 5%, respectively; and the commercial printing market accounted for approximately 6%, 15%, and 13%, respectively. These markets correspond to product lines within the business segment in which the Company operates.

The Company's sales and marketing efforts are conducted through direct solicitation by its sales staff and executive officers. The Company's package engineering staff assists customers with new package design and development. Because the Company has a short turnaround time, it has a small backlog of orders, as most orders are produced and delivered in one to four weeks.

Seasonality

Historically, the Company's revenues have been moderately seasonal. However, because of the decline in revenue during the third and fourth quarters of fiscal 2001, the Company did not experience the same seasonality as it has in prior years. In the last two quarters of 2001, 2000, and 1999, the Company's revenues were approximately 49%, 51%, and 56%, respectively, of annual sales. Historically, seasonality has been primarily the result of certain markets, such as the music and audio packaging markets, the video and entertainment software packaging markets and the consumer product packaging market, which require that products be produced and shipped between August and October of each year for sale during the holiday season.

-5-

Competition

The Company's core business of manufacturing and printing of specialty paperboard packaging is highly competitive. The Company competes with a small number of printed paperboard packaging companies within each of its markets. These industries require high quality packaging with rapid turnaround time and competitive pricing. The Company believes that its ability to perform all aspects of the manufacturing process in-house is an important factor in maintaining and improving its competitive position. The Company's principal methods of competition are price, service, and product quality.

Traditionally, the Company has competed with independent manufacturers. Several of our largest competitors, including Shorewood Packaging (a division of International Paper) and IMPAC Group (a division of Westvaco), have been acquired by paper companies, thus placing the Company in the position of competing with significantly larger integrated manufacturers.

While the Company believes its present competitive position is strong, there can be no assurance that this will not change. Several of the Company's competitors in each market have financial resources that are greater than the Company's. In addition, because the Company supplies packaging to consumer industries, it is also subject to the competitive forces affecting its customers.

Employees

As of February 14, 2002, the Company had approximately 354 employees. Of these employees, 258 are located in the Company's Hauppauge, New York facility, with 209 serving in manufacturing capacities and 49 serving in selling and administrative capacities. The Company's Burbank, California facility has 78 employees, with 63 serving in manufacturing capacities and 15 serving in selling and administrative capacities. Disc Graphics' Rockaway, New Jersey facility has 18 employees, with 16 serving in manufacturing capacities and 2 serving in selling and administrative capacities. A majority of the manufacturing employees located in the Burbank, California facility are represented by a labor union and are covered by a collective bargaining agreement. The Company believes that its employee relations are good. The Company maintains an Employee 401(k) Savings Plan.

Materials

The Company uses a variety of raw materials. The most significant types of raw materials utilized are paperboard, paper, label paper, ink, coating, films and plates. These materials are purchased from a variety of suppliers, and the Company has several alternate sources for each. The Company has historically been successful in obtaining adequate materials to satisfy all sales orders, and does not anticipate any significant difficulties in obtaining supplies of such materials in the future. The Company does not believe the loss of any one of its suppliers would have a material adverse effect on its business because alternative sources of supply are readily available at competitive prices. There can be no assurances, however, that the Company will not encounter difficulty in obtaining supplies of such material to fulfill future requirements.

Beginning in the fourth quarter of 2000 and throughout 2001, the Company implemented a cost containment initiative. As part of this initiative, Disc negotiated more favorable pricing arrangements with certain of its main suppliers.

-6-

Equipment

The Company owns or leases certain manufacturing, computer and other equipment used in the manufacture of its products and for its administrative support. As a specialty printing company, the Company's continued growth and competitiveness requires a significant investment in capital equipment.

Forward Looking Statements

This Form 10-K contains predictions, projections and other statements about the future that are intended to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from those expressed or implied by such statements. Such risks, uncertainties, and other important factors include, among others: the Company's ability to fulfill its stated business strategies; the Company's ability to improve its revenue margin; the Company's ability to improve its position in current or new markets; the Company's ability to identify and consummate strategic business opportunities; the Company's ability to identify and develop additional product innovations; the Company's ability to achieve growth in net sales of its products; the effects of recent equipment purchases and leases for additional space on the Company's operations; the Company's ability to continue to achieve efficiencies through the purchase or lease of equipment; the effects of the Company's planned consolidation efforts, including the proceeds to be received from sales of equipment and a building in connection with the closing of the Company's Indiana facility; the effects of the Company's ISO certification efforts; the amounts required for capital expenditures in future periods; the availability and cost of materials; and continuing industry-wide pricing pressures and other industry conditions. Such forward-looking statements speak only as of the date of this Report, and the Company disclaims any obligation or undertaking to update such statements. Each forward-looking statement that the Company believes is material is accompanied by one or more cautionary statements identifying important factors that could cause actual results to differ materially from those described in the forward-looking statement. The cautionary statements are set forth following the forward-looking statement, in other sections of this Form 10-K, and/or in the Company's other documents filed with the Securities and Exchange Commission, whether or not such documents are incorporated herein by reference. In assessing forward-looking statements, readers are urged to read carefully all such cautionary statements.

Regulation

Disc Graphics, Inc.'s activities are subject to various environmental, health and employee safety laws. The Company has expended resources, both financial and managerial, to comply with applicable environmental, health and worker safety laws in its operations and at its facilities and anticipates that it will continue to do so in the future. Compliance with environmental laws has not historically had a material effect on the Company's capital expenditures, earnings or competitive position, and the Company does not anticipate that such compliance will have a material effect on the Company. Although the Company believes that it is generally in compliance with all applicable environmental, health and worker safety laws, there can be no assurance that additional costs for compliance will not be incurred in the future or that such costs will not be material.

-7-

Executive Officers of the Registrant

Donald Sinkin (53 years of age) has been Chairman of the Board, President, Chief Executive Officer and the largest shareholder of the Company since 1986. Mr. Sinkin joined Disc Graphics as Pre-Press Supervisor and became Plant Manager in 1982. Prior to joining Disc Graphics, Mr. Sinkin helped start-up and manage Rutgers Packaging, a division of Queens Group, Inc. d/b/a Queens Litho.

Stephen Frey (48 years of age) is a Director, Senior Vice President of Operations, Secretary and a major shareholder of the Company. Mr. Frey joined Disc Graphics in the Pre-Press Department in 1978, became Supervisor of that department in 1983, and established the Production and Planning Department in 1985. Mr. Frey was elected Vice President and Secretary in 1988 and a Director in 1990. He was elected Senior Vice President of Operations in 1998. Prior to joining Disc Graphics, Mr. Frey held various management positions with Kordet Color Corporation, a high-end commercial printer and Terrace Litho, a printing company servicing the book and publishing industries.

John Rebecchi (47 years of age) is a Director, Senior Vice President of Marketing and New Business Development, and a major shareholder of the Company. Mr. Rebecchi joined Disc Graphics' predecessor in the Accounting Department and, upon Disc Graphics' formation in 1983, he served as Controller. After a brief absence from the Company, Mr. Rebecchi re-joined Disc Graphics in 1988 and was elected Vice President and Treasurer in 1988 and a Director in 1990. He served as Chief Financial Officer from 1991 through 1995 and was elected Senior Vice President of Sales &Marketing in 1998.

Margaret M. Krumholz (42 years of age) is Senior Vice President of Finance and Chief Financial Officer of the Company. Ms. Krumholz joined Disc Graphics in 1994 and served as Controller until 1996 when she was elected Chief Financial Officer. She was elected Senior Vice President of Finance in August 1998. Prior to joining Disc Graphics, Ms. Krumholz held various financial and accounting positions, including Corporate Finance Manager for General Foods Baking Company, and received her C.P.A. while employed with PricewaterhouseCoopers.

Daniel R. Stolfi (52 years of age) has been Vice President of Sales of the Company since joining Disc Graphics in June 2001. Prior to joining Disc Graphics, Mr. Stolfi held the positions of Vice President of Sales for Innovative Folding Carton Company and Vice President of Field Sales for Impaxx, Innovative's holding company from 1995 through 2001. Prior to 1995, Mr. Stolfi held various management positions in the printing industry with experience in direct mail and pharmaceutical markets.

-8-

ITEM 2. Properties

As of December 31, ~~2000~~2001, the Company's principal properties were as follows:

Location	Activities Conducted	Approximate SquareFootage of Facility
Hauppauge, NY	Sales Offices and Manufacturing (1)	87,000
Hauppauge, NY	Executive Offices and Manufacturing (2)	55,000
Hauppauge, NY	Warehouse (3)	40,000
Burbank, CA	Manufacturing (3)	30,000
Burbank, CA	Manufacturing (4)	30,000
Indianapolis, IN	Manufacturing (4)	27,000
Indianapolis, IN	Manufacturing (5)	27,000
Edgewood, NY	Manufacturing (5)	22,000
Edgewood, NY	Manufacturing (6)	22,000
Rockaway, NJ	Manufacturing (6)	14,400
Rockaway, NJ	Manufacturing (7)	14,400
New York, NY	Sales (8)	2,400
Hauppauge, NY	Offices and Manufacturing (9)	1,000

(1)	The lease for this facility was entered on January 1, 2000, and expires January 31, 2008.
(2)	The lease for this facility terminates on December 31, 2007. The facility is owned indirectly by certain principals of the Company through a limited partnership, and the Company believes that the lease terms were and are at least as favorable to the Company as terms which could have been obtained from unaffiliated third parties for similar office and manufacturing space.
(3)	OnThis ~~January 1, 2000, the Company entered into a~~ lease ~~expiring~~is ~~August~~scheduled ~~31, 2001~~ to ~~sublet to a third party approximately 36,000 square feet of the 40,000 square feet at the warehouse facility in Hauppauge, New York. The subtenant subsequently filed a bankruptcy petition, elected to~~ terminate ~~the lease and vacated the facility~~ on ~~February~~May 218, ~~2001~~2003. On February 19, 2001, the Company entered into two leases expiring August 30, 2001 with third parties for the entire 36,000 square feet. The Company also entered into subleases dated July 1, 2000, November 1, 2000 and March 2001, all expiring August 30, 2001, with third parties for the balance of the office space in the warehouse facility.
(4)	~~This~~The ~~lease~~Company isowns ~~scheduled~~this facility, subject to ~~terminate~~a onmortgage. ~~May~~In 18connection with the Company's consolidation initiatives, ~~2003~~the Company intends to market this facility for sale during 2002.
(5)	~~The~~This ~~Company~~lease ~~owns~~is ~~this~~scheduled ~~facility,~~to ~~subject~~terminate toon aJuly ~~mortgage~~14, 2003. In ~~connection~~July ~~with~~2000, the Company's ~~consolidation~~entered ~~initiatives,~~into ~~the~~a ~~Company~~lease ~~intends~~expiring toJuly ~~market~~14, ~~this~~2003 ~~facility~~to ~~for~~sublet ~~sale~~approximately ~~during~~18,000 ~~the~~square ~~second~~feet ~~quarter~~ of ~~2001.~~this ~~See,~~manufacturing ~~Supra,~~facility ~~Item~~to 1,a ~~"Business-General"~~third party.
(6)	This lease is scheduled to terminate on ~~July~~June 1430, ~~2003~~2007. InOn July 1, 2000, the Company entered into a lease ~~expiring~~for ~~July~~an ~~14,~~additional ~~2003 to sublet approximately 18~~6,000 square feet ofscheduled ~~this~~to ~~manufacturing~~terminate ~~facility~~on toJune a30, ~~third party~~2007.
(7)	This lease is scheduled to terminate on June 30, 2007. On July 1, 2000, the Company entered into a lease for an additional 6,000 square feet scheduled to terminate on June 30, 2007.
(8)	On January 1, 1999, the Company entered into a new lease expiring December 30, 2009 for this facility.The Company is currently negotiating the surrender of the lease without penalty by May 2001.
(9)	On August 1, 2000, the Company entered into this lease to house its Cosmetic Sampling Technologies, Inc. operations. The lease is scheduled to expire on July 31, 2001, but may be extended for two additional six-month terms.

~~-9-~~ITEM 3. Legal Proceedings

~~ITEM 3. Legal Proceedings~~ As of December 31, ~~2000~~2001, there were no lawsuits pending against the Company~~. However~~, ~~there~~with ~~was~~the ~~one~~following ~~asserted~~exception: ~~claim~~Laurence Locks, et al. Onv. ~~October~~Disc 4,Graphics: ~~2000~~In July 2001, ~~CCG~~plaintiffs ~~asserted~~served a ~~claim~~Summons and Complaint against the Company ~~for~~asserting claims related to the Company's previous purchase of the assets of Contemporary Color Graphics, Inc. ("CCG"). The claims concern principal and interest payments allegedly due on August 1, 2000 under terms of a $1 million dollar note (the "CCG Note"), and a $600,000 convertible debenture (the "CCG Debenture") given by the Company as partial payment of the purchase price in the CCG Acquisition. See, infra, Item 7. Management's Discussion and Analysis of Financial Condition; Contemporary Color Graphics Acquisition. Pursuant to the terms of the CCG asset purchase agreement dated as of July 1, 1999 between the Company, CCG and CCG's shareholders, (the "Asset Purchase Agreement"), the CCG Note and the CCG Debenture, amounts due under the CCG Note and the CCG Debenture are diminished according to a formula contained in the Asset Purchase Agreement, ~~dated~~ as ~~of July 1, 1999 between the Company, CCG and CCG's shareholders (the "CCG Asset Purchase Agreement"), as~~ a result of a shortfall between required CCG sales and actual CCG sales. The Company believes that no payments are due to CCG under the terms of the CCG Asset Purchase Agreement. Under the terms of a subordination agreement executed by CCG in favor of the Dime Savings Bank in connection with the CCG Acquisition, the Company believes that CCG may not pursue its claim without the consent of the Dime Savings Bank, which consent has been refused. The ~~Company~~action ~~believes~~is ~~that~~pending ~~its~~in ~~potential~~New ~~liability~~York ~~under~~Supreme ~~the~~Court, Suffolk County. Individual plaintiff Laurence Locks has also asserted a claim isfor ~~not~~breach ~~material.~~of ~~ITEM~~his 4employment agreement with the Company regarding his termination. ~~Submission~~Locks ofasserts ~~Matters~~that tohe ais ~~Vote~~due "in excess of ~~Security~~$332,600" ~~Holders~~for ~~During~~the unexpired term of the ~~fourth~~employment ~~quarter~~agreement, with interest, because he was terminated "without cause." In lieu of answering the ~~year~~Complaint, ~~ended~~the ~~December~~Company 31has moved to dismiss the action based on documentary evidence, ~~2000~~namely, ~~there~~the ~~were~~provisions noof ~~matters~~the ~~submitted~~subordination agreement which are clear and unambiguous and which CCG had the opportunity to areview ~~vote~~and ofnegotiate before executing. The motion has been fully briefed and submitted since December 2001 and the Company's ~~security~~is ~~holders~~awaiting ~~through~~ the ~~solicitation~~Court's ofdecision ~~proxies~~on orthe ~~otherwise~~motion.

-109-

~~PART~~ITEM II4. Submission of Matters to a Vote of Security Holders

~~ITEM~~ During 5.the ~~Market~~fourth ~~for~~quarter of the ~~Registrant~~year ended December 31, 2001, there were no matters submitted to a vote of the Company's ~~Common~~security ~~Equity~~holders ~~and~~through the ~~Related~~solicitation ~~Stockholder~~of ~~Matters~~proxies or otherwise.

~~Price~~PART ~~Range of Common Stock~~II

~~The~~Price ~~Company's~~Range ~~Class~~of ~~A Redeemable~~ Common Stock Purchase Warrants (the "Class A Warrants") were authorized for trading on the Nasdaq SmallCap Market under the symbol DSGRW. On November 9, 1999 these Class A Warrants expired by their terms. The table set forth below contains the range of the high and low bid prices on the Nasdaq SmallCap Market for the quarters noted.

	Common Stock		Class A Warrants
	High	Low	High	Low
Quarter Ended
March 31, 1999	$ 5.563	$ 4.250	$ .844	$ .375
June 30, 1999	5.000	3.750	.938	.125
September 30, 1999	5.313	3.625	.313	.031
December 31, 1999 (a)	3.750	2.313	0.31	.000
March 31, 2000	4.438	2.563	N/A	N/A
June 30, 2000	4.063	2.563	N/A	N/A
September 30, 2000	3.500	1.938	N/A	N/A
December 31, 2000	2.875	.750	N/A	N/A

The Company's Common Stock, par value $.01 per share (the "Common Stock") trades on the Nasdaq SmallCap Market under the symbol DSGR. The table set forth below contains the range of the high and low bid prices on the Nasdaq SmallCap Market for the quarters noted.

On April 2, 2001, the closing bid price for the Common Stock on the Nasdaq Small Cap Market was $1.06.


	Common Stock
	High	Low
Quarter Ended

March 31, 2000	4.438	2.563
June 30, 2000	4.063	2.563
September 30, 2000	3.500	1.938
December 31, 2000	2.875	.750
March 31, 2001	2.188	.875
June 30, 2001	1.180	.500
September 30, 2001	.930	.570
December 31, 2001	1.300	.800

~~(a)~~ On ~~November~~February 920, ~~1999~~2002, the ~~Company's~~closing ~~Class~~bid Aprice ~~Redeemable~~for the Common Stock ~~purchase~~on ~~warrants~~the Nasdaq ~~expired~~Small byCap ~~their~~Market ~~term~~was $1.16.

Holders of Common Stock

As of ~~March~~February 120, ~~2001~~2002, there were 4548 holders of record and approximately ~~580~~ 563 beneficial owners of the Common Stock.

Dividends

The Company has not paid any cash dividends on its Common Stock since its inception. The payment of dividends in the future will be contingent upon the Company's revenues and earnings, capital requirements and general financial condition and any other factors deemed relevant by the Company's Board of Directors. The Company presently intends to retain all earnings for use in the Company's business operations and to further the growth of the Company's business. Accordingly, the Company's Board of Directors does not anticipate declaring any dividends in the foreseeable future.

-1110-

ITEM 6. Selected Financial Data

The following table sets forth selected data regarding the Company's operating results and financial position. The data should be read in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's consolidated financial statements and notes (including without limitation Note 18) thereto, all of which are contained in this Annual Report on Form 10-K.

                                                              Year Ended December 31,
---------------------------------------------------------------------------------------------------------------------------------------
                                        2000              1999             1998              1997             1996
---------------------------------------------------------------------------------------------------------------------------------------
Income statement data:
Net sales                              $ 65,376         $ 67,988          $ 58,882         $ 48,445          $ 42,575
Gross profit                             11,732           17,290            15,799           12,693            10,911

Operating income (loss)                 *(5,610)           4,930             5,249            4,210             3,299
Net income (loss)                        (4,728)           2,507             2,864            2,159             1,454
Net income (loss) per
     common share
         Basic                             (.86)             .45               .52              .40               .29
         Diluted                           (.86)             .45               .52              .40               .29

Weighted average number
 of shares outstanding
         Basic                            5,518            5,518             5,474            5,387             5,091
         Diluted                          5,518            5,540             5,492            5,397             5,098

* Includes a $3,458,000 pre-tax asset impairment charge.

                                                                   As of December 31,
---------------------------------------------------------------------------------------------------------------------------------------
                                        2000              1999             1998               1997           1996
---------------------------------------------------------------------------------------------------------------------------------------
Balance sheet data:
Total assets                           $ 42,144         $ 42,508          $ 28,372         $ 26,747          $ 22,046
Long term liabilities                    22,173           15,493             6,737            8,494             5,598
Stockholders' equity                     11,718           16,447            13,940           11,112             8,964


				Year Ended December 31,

	2001		2000		1999	1998	1997

Income Statement data:
Net Sales	$ 52,672		$ 65,376		$ 67,988	$ 58,882	$ 48,445
Gross Profit	10,594		11,732		17,290	15,799	12,693

Operating (loss) Income	*(2,906	)	*(5,610	)	4,930	5,249	4,210

Net (loss) Income	(3,107	)	(4,728	)	2,507	2,864	2,159
Net (loss) income per common share Basic	(.56	)	(.86	)	.45	.52	.40
Diluted	(.56	)	(.86	)	.45	.52	.40

Weighted average number of shares outstanding
Basic	5,518		5,518		5,518	5,474	5,387
Diluted	5,518		5,518		5,540	5,492	5,397

~~ITEM~~* Includes 7.a ~~Management's~~$3,617 ~~Discussion~~ and ~~Analysis~~$3,458 ofpre-tax ~~Financial~~asset ~~Condition~~impairment ~~and~~charge ~~Results~~for of2001 and ~~Operations~~2000, respectively.

General


		As of December 31,

	2001		2000	1999	1998	1997

Balance Sheet Data:
Total Assets	$ 31,246		$ 42,144	$ 42,508	$ 28,372	$ 26,747
Long term liabilities	15,839		22,173	15,493	6,737	8,494
Stockholders' equity	8,580		11,718	16,447	13,940	11,112

The following is a discussion of the consolidated financial condition and results of operations of the Company for the periods indicated. This discussion should be read in conjunction with the Company's consolidated financial statements and the notes thereto included in this Annual Report. Results for the periods reported herein are not necessarily indicative of results that may be expected in future periods.-11-

~~-12-~~ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Contemporary~~Significant ~~Color~~Accounting ~~Graphics, Inc. Acquisition~~Policies

OnFinancial ~~July~~Reporting 1,Release ~~1999~~No. 60, ~~the~~which ~~Company~~was ~~acquired~~recently ~~substantially~~issued ~~all~~by of the ~~assets~~ Securities and ~~certain~~Exchange ~~liabilities~~Commission ~~of Contemporary Color Graphics, Inc.~~ ("~~CCG~~SEC"), arequires ~~New~~all ~~York~~registrants to discuss ~~based~~critical ~~commercial~~accounting ~~printer.~~policies ~~The~~or ~~purchase~~methods ~~price~~used ~~consisted~~in ofthe ~~$3,500,000~~preparation inof ~~cash,~~the financial ~~and~~statements. aThe ~~promissory~~notes ~~note~~to in the ~~amount~~consolidated offinancial ~~$1,000,000,~~statements include a ~~supplemental~~summary of ~~note~~the insignificant ~~the amount~~accounting ofpolicies ~~$1,000,000,~~and ~~convertible~~methods ~~debentures~~used in the ~~amount~~preparation of ~~$600,000 and~~ ~~assumed~~the ~~debt~~Company's ofconsolidated ~~approximately~~financial $1statements. However,~~200,000,~~ ~~subject~~in tothe ~~adjustment.~~opinion ~~The Company~~of ~~paid~~management, the ~~cash~~Company ~~portion~~does ofnot ~~the~~have ~~purchase~~any ~~price~~individual ~~from~~accounting ~~borrowings~~policy ~~under~~that ~~its revolving~~is ~~credit~~critical ~~facility.~~to ~~Principal~~the ~~payments~~preparation ~~were~~of ~~scheduled~~the toconsolidated ~~commence~~financial onstatements. ~~August~~This ~~1, 2000~~is ~~with~~due ~~respect~~principally to the ~~promissory~~definitive ~~note~~nature ~~and~~of ~~debentures,~~accounting ~~and~~requirements onfor ~~August~~our business. 1Also, ~~2003~~in ~~with respect~~many toinstances, the ~~supplemental~~Company ~~note.~~must ~~The~~use ~~former~~an ~~shareholders~~accounting ofpolicy ~~CCG~~or method ~~have~~because it is the ~~option~~only policy or method permitted under accounting ofprinciples ~~converting~~generally accepted in the ~~debentures~~United ~~into~~Statements ~~shares~~of America. Further, management of the Company's ~~common~~has ~~stock,~~made ~~valued at~~a ~~$5.50~~number ~~per~~of ~~share,~~estimates atand ~~least~~assumptions 30that affect ~~days~~reported ~~before~~amounts ~~any~~of ~~principal~~assets, orliabilities, ~~interest~~revenues ~~payment~~and onexpenses, and ~~the~~actual ~~debentures.~~results ~~The~~may ~~CCG~~differ ~~Acquisition~~from ~~was~~those ~~accounted~~estimates. ~~for~~Those ~~using~~areas ~~the~~that ~~purchase~~require ~~method~~the greatest degree of ~~accounting~~management ~~and~~judgement ~~accordingly~~include adequacy of the allowance for doubtful accounts, the ~~results~~estimated ofproceeds ~~CCG's~~upon ~~operations~~sale ~~are~~of ~~included~~equipment inand building ~~the~~held ~~Company's~~for ~~results~~sale, ~~from~~and the ~~date~~projected offuture cash flows utilized in assessing the recoverability ~~CCG~~of ~~Acquisition~~long lived assets.

~~During~~Company ~~the~~management ~~second~~believe ~~quarter~~that offull ~~fiscal~~consideration ~~2000,~~has ~~the~~been ~~Company~~given ~~increased the~~to ~~goodwill~~all ~~associated~~relevant ~~with~~circumstances that the ~~acquisition~~Company ofmay ~~CCG~~be bysubject ~~approximately $185~~to,~~000~~ ~~to properly~~and ~~reflect~~ the ~~value~~financial statements of ~~certain~~the ~~assets~~Company ~~and~~accurately ~~liabilities~~reflect ~~assumed~~management's asbest estimate of the ~~acquisition~~results ~~date. In accordance with the terms~~ of ~~the acquisition agreement~~operations, ~~an adjustment~~financial ~~would~~position beand ~~made~~cash toflows ~~the purchase price as a result~~ of the ~~actual~~Company ~~fair~~for the ~~value~~years ~~of assets and liabilities acquired~~presented.

Because post-closing minimum sales amounts required under the asset purchase agreement were not achieved, the CCG purchase price was reduced by $404,000 during the third quarter of fiscal 2000. This reduction was reflected in the non-payment by the Company of the principal amount due on the promissory note and convertible debentures on August 1, 2000 of $320,000, and a further reduction of $84,000 in the remaining balances of the promissory note and convertible debenture. As a result of the downward adjustment in the purchase price, goodwill was also reduced accordingly in the amount of $404,000. See, Supra, "Item 3 - Legal Proceeding".General

~~Year~~ The ~~Ended~~following ~~December~~is ~~31,~~a ~~2000~~discussion ~~Compared~~of tothe ~~Year~~consolidated ~~Ended~~financial ~~December~~condition and ~~31,~~results ~~1999~~of operations of the Company for the periods indicated. This discussion should be read in conjunction with the Company's consolidated financial statements and the notes thereto included in this Annual Report. Results for the periods reported herein are not necessarily indicative of results that may be expected in future periods.

~~Net~~Contemporary ~~Sales~~Color Graphics, Inc. Acquisition

~~Net~~On ~~sales~~July ~~for~~1, 1999, the ~~year~~Company ~~ended~~acquired ~~December~~substantially ~~31,~~all ~~2000~~of ~~were~~the ~~$65,376,000~~assets ~~compared~~and tocertain ~~$67~~liabilities of Contemporary Color Graphics,~~988~~ Inc. ("CCG"),~~000~~ ~~for~~a ~~the~~New ~~same~~York based ~~period~~commercial ~~the~~printer. ~~prior~~The ~~year,~~purchase ~~representing~~price ~~a decrease~~consisted of $23,~~612~~500,000 orin ~~3.8%.~~cash, and ~~The~~a promissory note in the amount of $21,~~612~~000,000, ~~decline~~a insupplemental ~~revenues~~note ~~was~~in ~~due~~the ~~principally~~amount toof ~~lower~~$1,000,000, ~~than~~convertible ~~anticipated~~debentures ~~sales~~in ~~from~~the ~~existing~~amount ~~and~~of ~~potential~~$600,000 ~~new~~and ~~customers~~assumed indebt ~~video,~~of ~~entertainment~~approximately $1,200,000, ~~and~~subject ~~video~~to ~~software packaging~~adjustment. ~~Additionally,~~The Company paid the ~~bankruptcy~~cash ofportion ~~one~~ of the ~~Company's~~purchase ~~largest~~price ~~customers~~from ~~also~~borrowings ~~contributed~~under toits ~~the~~revolving ~~reduction~~credit facility. ~~Furthermore,~~Principal ~~decreased~~payments ~~sales~~ were ~~partially~~scheduled ~~the~~to ~~result~~commence ofon ~~the~~August 1, 2000 ~~Company's~~with ~~decision~~respect to ~~eliminate~~the ~~low~~promissory ~~margin~~notes and ~~unprofitable~~debentures, ~~commercial~~and ~~sales~~on ~~in an~~August ~~effort~~1, 2003 with respect to ~~concentrate~~the ~~our~~supplemental ~~resources~~note. onThe ~~more~~former ~~profitable~~shareholders ~~product~~of ~~lines~~CCG ~~within~~have the option ~~commercial~~of ~~and~~converting ~~other~~the ~~categories.~~debentures ~~Historically,~~into shares of the Company's ~~has~~common ~~competed~~stock, ~~with~~valued ~~independent~~at ~~manufacturers,~~$5.50 ~~however~~per share, inat ~~fiscal~~least ~~2000,~~30 ~~paper~~days ~~companies~~before ~~have purchased~~any ~~two~~principal ofor ~~the~~interest ~~Company's~~payment ~~largest~~on the ~~competitors~~debentures. ~~This~~The ~~puts~~CCG ~~the~~Acquisition ~~Company~~was inaccounted ~~the position~~for ofusing ~~competing~~the ~~with~~purchase ~~significantly~~method of ~~larger~~accounting ~~integrated~~and ~~manufacturers. In 2000~~accordingly, the ~~Company~~results of CCG's ~~top~~operations ~~ten~~are ~~customers~~included ~~accounted~~in the ~~for~~Company's ~~30%~~results offrom ~~revenues for~~ the ~~year as~~date ~~compared~~of tothe ~~39%~~CCG ~~in 1999~~Acquisition.

Because certain contingencies required under the asset purchase agreement were not achieved, the CCG purchase price was reduced by $404,000 during fiscal 2000 and $1,133,000 during the third quarter of fiscal 2001. This adjustment was reflected as a reduction by the Company of the principal amount due on the promissory note and convertible debentures and a corresponding reduction in goodwill. See Supra, "Item 3 -~~13-~~ Legal Proceeding".

~~Gross~~ In ~~Profit~~the fourth quarter of 2001, the Company recorded a charge for the write-off of intangible assets associated with the abandonment of the CCG Acquisition of $3,617,000. See "Charge Related to the Impairment of Intangible Assets" for further discussion.

The Company recognized gross profit of $11,732,000 (a 17.9% profit margin) for the year ended December 31, 2000, as compared to $17,290,000 (a 25.4% profit margin) for the prior year, representing a decrease of $5,559,000, or 32.1%. The Company's operating results were negatively affected by lower than expected sales volume, an increased cost structure and production inefficiencies associated with the expansion of our facilities and the acquisition of large format equipment. See "Subsequent Events" for further discussion. Also contributing to the reduction in gross profit is an increase in raw material costs which can only be partially passed on to customers, as well as costs associated with the closing of the Edgewood facility in 2000. The Company expected to receive its ISO 9001 certification during fiscal 2000, but has delayed the certification process until 2001. In the fourth quarter of 2000, the Company implemented a cost containment initiative. As part of this initiative, Disc has negotiated more favorable pricing arrangements with several of its main suppliers. -12-

~~Selling~~ Year Ended December 31, ~~General~~2001 ~~and~~Compared ~~Administrative~~to ~~Expenses~~Year Ended December 31, 2000

~~Selling,~~ Net ~~general and administrative ("SG&A") expenses for the year ended December 31, 2000 were $13,883,000 (21.2% of net~~ sales) compared to $12,360,000 (18.2% of net sales) for the prior year, an increase of $1,523,000. The increase in the dollar amount of SG&A is primarily due to an increase in bad debt expense, increased headcount and labor costs, as well as the amortization of goodwill associated with the CCG Acquisition.

~~Charge~~ Net ~~Related~~sales for the year ended December 31, 2001 were $52,672,000 compared to ~~Impairment~~$65,376,000 for the same period the prior year, representing a decrease of ~~Long~~$12,704,000 ~~Lived~~or ~~Assets~~19.4%. The closure of the Indiana facility accounted for approximately $4,605,000 or 36.2% of the decline in sales. The overall decline in net sales, excluding the effect of the Indiana facility closure, was most evident in commercial printing (down $5,273,000 or 65.0%) and computer software packaging on lower new product releases (off approximately $2,804,000 or 34.6%) between 2000 and 2001. The decrease in sales generally reflects soft market conditions in virtually all product lines except Video/DVD packaging which in part is due to the impact of sales to a major film studio. This decline in commercial printing was primarily the result of the Company's decision to eliminate low margin and unprofitable commercial sales by abandoning the CCG Acquisition in an effort to concentrate our resources on more profitable product lines. In 2001, the Company's top ten customers accounted for 32% of revenues for the year compared to 30% in 2000. The Company's focus on new accounts and new markets as well as strengthening sales to current customers continues to be a priority of the Company.

InGross the fourth quarter of 2000, the Company recorded a charge related to the impairment of long lived assets of $3,458,000. This charge is comprised of the write-off of goodwill associated with the closure of the Indiana facility and the write down of certain manufacturing equipment and a building to net realizable value, which will be sold. See "Subsequent Events" for further discussion.Profit

~~Interest~~ The ~~Expense~~Company recognized gross profit of $10,594,000 (a 20.1% profit margin) for the year ended December 31, 2001, compared to $11,732,000 (a 17.9% profit margin) for the prior year representing a profit margin increase of 2.2 percentage points. The Company's gross profit declined only $1,138,000 or 9.7% on a sales decline of $12,704,000 or 19.4% reflecting the implementation of several cost containment initiatives. Faced with weakening sales in a soft economy, the Company approved the closure of its Indiana facility during the first quarter of 2001 and implemented several cost containment initiatives, which included headcount reductions in the Hauppauge facility, the renegotiation of more favorable pricing arrangements with several of our main suppliers and the reduction of outside processing costs through improved deployment of available production resources. Despite the decline in sales, the Company's aggressive cost containment has resulted in an improvement in gross profit margin.

~~Net interest expense for the year ended December 31~~Selling, ~~2000 was $1~~Shipping,~~662,000~~ ~~compared~~General ~~to $747,000 for the prior year. Interest expense includes interest payable under the Company's revolving credit facility, its notes~~ and ~~capital~~ ~~lease~~Administrative obligations on equipment, as well as its note, supplemental note and debenture issued in connection with the CCG Acquisition. The increase in net interest expense is due to increased borrowings under the Company's revolving credit facility during the year for its capital improvement program, as well as a full year of interest expense on the note, supplemental note and debenture related to the CCG Acquisition.Expenses

~~Income~~ Selling, ~~Taxes~~general and administrative ("SG&A") expenses for the year ended December 31, 2001 were $9,786,000 (18.6% of net sales) compared to $13,883,000 (21.2% of net sales) for the prior year, a decrease of $4,097,000 or 29.5%. The decrease is primarily due to a reduction in several fixed cost areas including all employee related costs on headcount reductions, communications, and outside professional services. In addition, variable selling expenses such as sales commissions have decreased on lower sales volume.

AsEquity ain ~~result~~Loss of ~~the~~Joint loss for the year ended December 31, 2000, the Company recorded a tax benefit of $2,543,000 as compared to a provision for income taxes of $1,676,000 for the year ended December 31, 1999, with a change in the effective tax rate to 35% in 2000 from 40% in 1999.Venture

~~Net~~ For ~~Income~~the ~~(Loss)~~year ended December 31, 2001, the Company recorded $377,000 as its share of losses from its equity method investment in the GraphCorr joint venture. The venture commenced operations during the fourth quarter of 2001.

~~The~~ Charge ~~net~~Related ~~loss for the year ended December 31, 2000 was $4,728,000, compared~~ to ~~a net income of $2,507,000 for~~ the ~~same~~Impairment ~~period in the prior year, a decrease~~ of ~~$7,235,000.~~Intangible The decrease in net income is due to lower than expected sales volume, coupled with the increased cost structure associated with the expansion of our facilities to accommodate large format equipment, costs associated with closing the Edgewood facility, the impairment charge discussed above, and an increase in paper costs.Assets

~~-14-~~ In the fourth quarter of 2001, the Company recorded a charge related to the impairment of intangible assets in connection with the CCG Acquisition of $3,617,000. During the fourth quarter, the Company made the determination to abandon the business acquired in the CCG Acquisition based on unprofitable sales, the disposition of substantially all physical assets related thereto, and the termination of employment of the previous officers of CCG.

~~Year~~Interest ~~Ended December 31, 1999 Compared to Year Ended December 31, 1998~~Expense

Net ~~Sales~~interest expense for the year ended December 31, 2001 was $1,636,000 compared to $1,662,000 for the prior year. Interest expense includes interest payable under the Company's revolving credit facility, its notes and capital lease obligations on equipment, as well as its note, supplemental note and debenture issues in connection with the CCG Acquisition. The slight decrease in interest expense reflects a decrease in debt obligations partially offset by higher effective interest rates on those debt obligations.

Net sales for the year ended December 31, 1999 were $67,988,000 compared to $58,882,000 for the same period the prior year, representing an increase of $9,106,000 or 15.5%. The CCG Acquisition accounted for $2,803,000 of the increase in sales. The overall increase, excluding the effect of the CCG Acquisition, was most evident in video and entertainment software packaging ($4,857,000 or 23.1%), music and audio packaging ($1,393,000 or 15.3%) and consumer product packaging ($1,920,000 or 14.0%) between the comparison periods. Within the video and entertainment software category, entertainment software, specifically computer games, continues to be the primary driver in sales growth. Music/audio packaging sales also increased as a result of increased unit volume within this category, which enabled the Company to offset pricing pressures in the music and audio packaging industry.-13-

~~Gross~~Income ~~Profit~~Taxes

~~The~~As ~~Company~~a ~~recognized~~result ~~gross profit~~ of ~~$17,290,000~~the (aloss ~~25.4% profit margin)~~ for the year ended December 31, ~~1999~~2001, asthe Company ~~compared~~recorded toa tax benefit of $151,~~799~~811,000 ~~(a 26.8%~~as ~~profit~~compared ~~margin)~~with ~~for~~a ~~the~~tax ~~prior~~benefit ~~year, representing an increase~~ of $12,~~491~~543,000~~, or~~ ~~9.4%.~~for ~~The~~the ~~increased~~year ~~dollar~~ended ~~amount~~December is31, ~~primarily~~2000, ~~due~~with toa ~~the~~change ~~increase~~ in ~~net~~the effective ~~sales~~tax ~~between~~rate ~~comparison~~to ~~periods, as discussed above~~36.8% ~~The~~in ~~decrease~~2001 offrom 135.~~4 percentage~~0% ~~points~~ in ~~gross~~2000. ~~profit~~This ~~margin~~rate ~~was~~reflects ~~due~~an toestimated tax ~~increased~~benefit ~~costs~~for inthe ~~1999 associated~~full ~~with~~year ~~downward~~which ~~pricing~~considers ~~pressures,~~ the Company's ~~decision~~estimated totax ~~invest~~loss ~~significantly~~for in the ~~expansion~~full ofyear ~~its~~subject ~~capacity,~~to an assessment of the ~~integration~~recoverability of the resulting ~~CCG~~deferred tax asset considering its ability to carry such losses ~~Acquisition,~~forward for tax purposes and ~~its~~the ~~implementation~~anticipated reversal of ~~ISO~~existing ~~9001 procedures~~temporary differences.

~~Selling,~~Net ~~General~~(Loss) ~~and Administrative Expenses~~Income

~~Selling,~~ The ~~general~~net ~~and~~loss ~~administrative ("SG&A") expenses~~ for the year ended December 31, ~~1999~~2001 ~~were~~was $12822,~~360,~~000 ~~(18.2%~~before ofthe nonrecurring ~~net~~write ~~sales)~~off ~~compared~~of to intangibles ($102,~~550~~286,000, ~~(17.9%~~net of ~~net sales~~taxes) ~~for~~related to the CCG ~~prior~~Acquisition ~~year,~~compared anto ~~increase~~a net loss of $12,~~810~~481,000~~. The~~ ~~increase~~for in the ~~dollar~~year ~~amount~~ended ~~of SG&A is primarily due to normal operating~~December ~~expenses and the amortization of goodwill~~31, in2000 ~~each~~before ~~case~~asset ~~associated~~impairment ~~with~~charges ~~the CCG Acquisition. In addition~~($2, ~~on April 29~~248, ~~1999~~000, ~~Disc~~net ~~Graphics~~of ~~retained a consulting firm to assist the Company in becoming ISO certified~~taxes). The ~~Company expects its~~ ~~ISO~~decrease ~~9001~~in ~~certification to be complete by~~ the ~~end~~net ofloss ~~2001.~~is ~~Disc~~primarily ~~Graphics~~due ~~believes that~~to ~~this~~implementation ~~investment will ultimately transform the processes~~ of ~~the~~several ~~organization~~cost tocontainment ~~improve~~initiatives ~~product~~which ~~quality,~~have ~~increase~~improved ~~production~~gross ~~volume,~~profit ~~and~~margins ~~shorten the manufacturing time cycle. The Company believes that this commitment to improve customer satisfaction should enhance its competitive edge in current~~ and ~~new~~have ~~markets,~~reduced ~~but~~other ~~there~~SG&A ~~can be no assurance of this. The remainder of the increase is due to normal inflationary increases, and revenue related~~ expenses ~~such as freight to customers and commissions~~.

~~Interest~~Year ~~Expense~~Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net interest expense for the year ended December 31, 1999 was $747,000 compared to $634,000 for the prior year. Interest expense includes interest payable under the Company's revolving credit facility, its capital lease obligations on equipment and its note, supplemental note and debenture issued in connection with the CCG Acquisition. The increase in net interest expense is due to increased borrowings under the Company's revolving credit facility and the note, supplemental note and debenture related to the CCG Acquisition.Sales

~~-15-~~ Net sales for the year ended December 31, 2000 were $65,376,000 compared to $67,988,000 for the same period the prior year, representing a decrease of $2,612,000 or 3.8%. The $2,612,000 decline in revenues was due principally to lower than anticipated sales from existing and potential new customers in video, entertainment, and video software packaging. Additionally, the bankruptcy of one of the Company's largest customers also contributed to the reduction. Furthermore, decreased sales were partially the result of the Company's decision to eliminate low margin and unprofitable commercial sales in an effort to concentrate our resources on more profitable product lines within commercial and other categories. Historically, the Company has competed with independent manufacturers; however, in fiscal 2000, paper companies purchased two of the Company's largest competitors. This put the Company in the position of competing with significantly larger integrated manufacturers. In 2000, the Company's top ten customers accounted for 30% of revenues for the year as compared to 39% in 1999.

~~Income~~Gross ~~Taxes~~Profit

The ~~provision~~Company ~~for~~recognized ~~income~~gross ~~taxes~~profit of $11,732,000 (a 17.9% profit margin) for the year ended December 31, ~~1999~~2000, as compared to $17,290,000 (a ~~decreased~~25.4% ~~from~~profit margin) for the ~~1998~~prior ~~level~~year, ~~primarily~~representing ~~due~~a decrease of $5,559,000, or 32.1%. The Company's operating results were negatively affected by lower than expected sales volume, an increased cost structure and production inefficiencies associated with the expansion of our facilities and the acquisition of large format equipment. See "Subsequent Events" for further discussion. Also contributing to the ~~decrease~~reduction in ~~pretax~~gross ~~income~~profit ofwas an increase in raw material ~~$583,000~~costs ~~between~~which ~~comparison~~can ~~periods~~only be partially passed on to customers, as well as costs associated with nothe ~~significant~~closing ~~change~~of the Edgewood facility in 2000. The Company expected to receive its ISO 9001 certification during fiscal 2000, but has delayed the ~~effective~~certification process until 2002. In the fourth quarter of 2000, the ~~tax~~Company ~~rate~~implemented a cost containment initiative. As part of this initiative, Disc negotiated more favorable pricing arrangements with several of its main suppliers.

~~Net~~Selling, ~~Income~~General and Administrative Expenses

~~Net~~Selling, ~~income~~general and administrative ("SG&A") expenses for the year ended December 31, ~~1999~~2000 ~~was~~were $213,~~507~~883,000, (21.2% of net sales) compared to $212,~~864~~360,000 (18.2% of net sales) for the prior year, aan ~~decrease~~increase of $~~358~~1,~~000~~523, ~~or 12~~000.~~5%.~~ ~~Downward~~The ~~pricing~~increase ~~pressures,~~in the ~~Company's~~dollar ~~decision~~amount of SG&A was primarily due to ~~invest~~an ~~significantly~~increase in ~~the~~bad ~~expansion~~debt ~~of its capacity~~expense, ~~the~~increased ~~integration~~headcount ofand ~~the~~labor ~~CCG acquisition~~costs, ~~and~~as ~~its~~well as the ~~implementation~~amortization of ~~ISO~~goodwill ~~9001~~associated ~~procedures~~with ~~all contributed to~~ the ~~decrease~~CCG ~~in net income~~Acquisition.

~~Liquidity and Capital Resources~~-14-

~~The~~Charge ~~primary~~Related ~~source of cash for the Company's business has been cash flow from operations and availability under the Company's revolving credit facility. Cash as of December 31, 2000 was $59,000, compared~~ to ~~$143,000 as~~Impairment of ~~December~~Long ~~31,~~Lived 1999. Net cash provided by operations for the year ended December 31, 2000 was $776,000 compared to $4,533,000 for the year ended December 31, 1999. The decrease in cash flows from operations is primarily attributable to the loss from operations discussed above. As of December 31, 2000, the Company had working capital of $10,519,000.Assets

At In ~~December~~the ~~31,~~fourth quarter of 2000, the Company ~~was~~recorded ~~not~~a incharge ~~compliance~~related ~~with certain financial covenants contained in the Credit~~to ~~Agreement. On April 13, 2001, following~~ the ~~adoption~~impairment ~~by the Company~~ of along ~~consolidation~~lived ~~plan~~assets ~~(see~~of ~~note 17)~~$3,458,000. ~~the Company~~This ~~received~~charge ais ~~commitment~~comprised ~~letter from~~ of the ~~lender~~write-off ~~which~~of ~~will~~goodwill ~~restructure~~associated ~~the~~with ~~Credit Agreement. The commitment letter waives~~ the ~~covenant~~closure ~~violations.~~of ~~In addition,~~ the ~~commitment~~Indiana ~~letter establishes revised covenants to~~facility ~~reflect the Company's 2001 projections~~ and ~~consolidation plan. While~~ the ~~Company~~write ~~believes~~down itof ~~will~~certain ~~meet~~manufacturing ~~its~~equipment ~~2001 projections,~~and ~~there can be no assurance that such projections can be attained as~~ a ~~result~~building ofto ~~the softness in~~net ~~revenues~~realizable ~~experienced~~value, ~~during~~which ~~the~~was ~~fourth~~to ~~quarter~~be ~~of 2000 and the first quarter of 2001~~sold.

~~The~~Interest commitment letter also includes the following changes to the Credit Agreement: (i) reduction in maximum borrowing amount to $12,700,000, subject to a borrowing base formula based on eligible accounts receivable and inventory, (ii) change in maturity date to April 15, 2002 (with no conversion to a term loan as provided for in the original agreement), (iii) change in interest rate to the bank's base rate plus 1%, and (iv) required prepayment and reduction in availability of the facility equal to a portion of the Federal tax refund received by the Company.Expense

~~Beginning~~Net ininterest ~~the~~expense ~~third~~for ~~quarter~~the ofyear ~~1999~~ended ~~and through~~ December 31, 2000, was ~~the~~$1,662,000 ~~Company~~compared ~~made~~to $~~9.7~~747,000 ~~million~~for ofthe ~~capital~~prior ~~improvements~~year. inInterest ~~connection~~expense ~~with the~~included ~~purchase~~interest ofpayable ~~additional~~under ~~manufacturing~~the ~~equipment.~~Company's Onrevolving ~~December~~credit 29facility, ~~2000~~its ~~and~~notes ~~January~~and 9,capital ~~2001,~~lease ~~the~~obligations ~~Company~~on ~~refinanced~~equipment, ~~$6.4~~as ~~million~~well ofas ~~existing~~its ~~operating~~note, ~~equipment.~~supplemental Asnote aand ~~result~~debenture ofissued in connection with the CCG Acquisition. inThe ~~1999~~increase ~~and~~in ~~the purchase of additional~~net ~~manufacturing~~interest ~~equipment~~expense ~~over~~was ~~the~~due ~~past~~to ~~two~~increased ~~years,~~borrowings under the Company's ~~total~~revolving ~~indebtedness~~credit ~~and~~facility ~~future~~during ~~debt~~the ~~service~~year ~~obligations~~for ~~have~~its ~~increased~~capital ~~significantly from~~improvement ~~prior levels. The Company intends to fund these debt service obligations from operating cash flow in future periods~~program, ~~and~~as ~~believes~~well ~~that it will have~~as ~~sufficient~~a ~~funds~~full toyear doof ~~so.~~interest Inexpense ~~addition,~~on ~~proceeds from~~ the ~~sale~~note, ofsupplemental ~~equipment~~note and debenture arelated ~~building discussed below will be utilized~~ to ~~pay down borrowings under~~ the ~~Company's~~ ~~debt~~CCG ~~agreements~~Acquisition.

~~-16-~~Income Taxes

~~Subsequent~~ As ~~Events~~a result of the loss for the year ended December 31, 2000, the Company recorded a tax benefit of $2,543,000 as compared to a provision for income taxes of $1,676,000 for the year ended December 31, 1999, with a change in the effective tax rate to 35% in 2000 from 40% in 1999.

~~The~~Net ~~Company~~(Loss) began experiencing weakness in sales during the third and fourth quarters of 2000, which has continued into the first quarter of 2001. This is due in part to lower sales of video, entertainment and software packaging products to certain customers, and a general weakness in the economy.Income

~~While~~The ~~the~~net ~~Company~~loss ~~believes~~for the ~~reduction~~year inended ~~demand~~December ~~for~~31, ~~its~~2000 ~~products~~was ~~is temporary~~$4,728,000, compared itto isa ~~currently~~net ~~taking~~income ~~aggressive~~of ~~steps~~$2,507,000 tofor ~~reduce~~the ~~capacity~~same ~~and~~period ~~bring its operations more~~ in ~~line~~the ~~with~~prior ~~both~~year, ~~current~~a decrease ~~and~~of ~~projected revenue levels~~$7,235,000. The ~~Company~~ ~~anticipates~~decrease ~~that~~in ~~its~~net ~~planned~~income ~~consolidation,~~was ~~discussed~~due ~~below,~~to ~~will~~lower ~~not~~than ~~compromise~~expected ~~the~~sales ~~Company's~~volume, ~~ability~~coupled towith ~~achieve~~the ~~growth~~increased incost ~~the~~structure ~~markets~~associated ~~that we~~with ~~currently~~the ~~serve.~~expansion ~~The~~of ~~investments~~our ~~which~~facilities ~~have~~to ~~been~~accommodate ~~made~~large informat ~~digital~~equipment, ~~workflow have~~costs ~~significantly~~associated ~~improved~~with ~~turnaround~~closing ~~times~~the ~~essentially~~Edgewood ~~eliminating~~facility, the ~~need~~impairment ~~for~~charge adiscussed ~~physical~~above, ~~presence~~and an increase in ~~Indiana~~paper costs.

~~Pursuant~~Liquidity to the Company's planned consolidation, which was approved by the Company's Board of Directors in March 2001, the Company intends to close its Indiana location during the second quarter of 2001. The Company believes that the majority of sales and ~~required~~Capital manufacturing capacity associated with the Indiana location can be absorbed by the Company's remaining locations, where there is presently sufficient capacity. In addition, the Company intends to streamline further its operations by selling certain other equipment in an effort to further realign its capacity. The Company believes that this operating realignment will provide a reduced cost structure and improve the Company's profit potential. In connection with these consolidation initiatives, the Company has written-down the related assets to their net realizable value and recorded a charge of $3,458,000 related to the revaluation of these impaired assets in the fourth quarter of 2000. In connection with the consolidation, the Company expects to incur certain exit costs, principally severance, estimated at $500,000. Such amounts will be expensed in 2001.Resources

AThe ~~summary~~SEC recently issued Financial Reporting Release No. 61, which sets forth the views of the ~~charges~~SEC regarding enhanced disclosures relating to ~~the~~liquidity and ~~closing~~capital ofresources. The information provided below about the ~~Indiana~~Company's debt, ~~facility~~credit facilities and ~~expected~~future ~~sale~~commitments ofis ~~equipment~~included ishere ~~presented~~to ~~below:~~facilitate a review of the Company's liquidity.

	Write-off of goodwill		$ 295,000
	Estimated loss on sale of equipment		3,163,000
	Total		$ 3,458,000 ————

The Company's total debt was $15,094,000 and $21,967,000 at December 31, 2001 and 2000, respectively. As discussed in Note 7 to the consolidated financial statements, the Company's total debt of $15,094,000 at December 31, 2001 is due to be repaid as follows: in 2002 $1,280,000, in 2003-2004 $9,944,000; in 2005-2006 $2,294,000; and thereafter, $1,576,000. Debt obligations due to be repaid in 2002 will be satisfied with operating cash flows.

The ~~goodwill~~Company's ~~relates~~debt toconsists ~~the~~of ~~Indiana~~both ~~acquisition~~fixed inand ~~1997~~variable-rate instruments. ~~The~~At ~~Company has~~December ~~provided~~31, ~~for~~2001 ~~the~~and ~~loss~~2000, onfixed-rate ~~sale~~debt ofconstituted approximately ~~equipment~~46% byand ~~using~~32% ~~the~~of ~~estimated~~its ~~fair market~~total ~~value~~debt, ~~less~~respectively. ~~any~~The ~~costs~~increase ~~related~~in to the percentage ~~sale~~of ~~based~~fixed-rate ondebt ~~information~~was ~~received from~~primarily ~~equipment~~due ~~manufacturers~~to ~~and~~repayment ~~brokers. Such estimates~~ of ~~the~~revolving ~~value of~~line ~~equipment~~of ~~could~~credit ~~change~~borrowing ~~based~~during on2001. ~~the~~The ~~actual~~average ~~proceeds~~interest ~~received~~rate byon the Company.'s debt ~~Anticipated~~was ~~proceeds~~approximately ~~from~~7.2% ~~the~~and ~~sale~~9.0% ofat ~~equipment~~December ~~will~~31, be2001 ~~utilized~~and to2000, ~~pay down borrowings under the Company's debt agreements~~respectively.

The ~~Company~~primary ~~believes~~source ~~that~~of ~~these~~cash ~~initiatives~~for ~~will~~the ~~improve~~Company's ~~its~~business ~~cost structure~~has ~~and~~been ~~profit~~cash flow ~~margins~~from operations and ~~strengthen~~availability ~~its~~under ~~competitive~~the ~~position~~Company's inrevolving ~~both~~credit ~~current~~facility. ~~and~~Cash ~~new~~as ~~markets~~of December 31, 2001 was $53,000 compared to $59,000 as of December 31, 2000. ByNet ~~consolidating~~cash provided from operations, for the ~~Company~~year ~~believes~~ended ~~that~~December it31, ~~will~~2001 ~~achieve~~was ~~improved~~$7,192,011 ~~production~~compared ~~efficiency~~to $1,001,000 ~~profitability~~for ~~and~~the ~~asset~~year ended December 31, ~~utilization~~2000. ~~However,~~The ~~there~~improvement ~~can~~in becash noflows ~~assurance~~from ~~that~~operations is primarily attributable to the Company's ~~profit~~critical focus on cash management resulting in a reduction in ~~margins~~accounts receivable and ~~competitive~~inventory ~~position~~balances ~~will~~of ~~improve~~$3,394,000 and improved use of trade credit. As of December 31, 2001, the company had working capital of $8,545,000 compared to $10,519,000 as of December 31, 2000.

~~Inflation and Seasonality~~-15-

~~The~~On ~~Company~~June ~~has~~1, ~~experienced~~2001, ~~certain~~following ~~inflationary~~adoption ~~increases~~by inthe ~~variable costs. The~~ Company ~~has~~of ~~continued~~a toconsolidation plan, ~~manage~~ the ~~impact~~Company ofamended ~~these~~its ~~cost~~credit ~~increases~~agreement ~~by renegotiating~~with ~~supplier~~its ~~contracts~~primary ~~that~~lender ~~provide price protection and price~~(the ~~roll-backs,~~"Credit asAgreement"). ~~well~~This asamendment ~~obtaining~~established ~~certain~~revised ~~volume~~covenants ~~discounts~~to ~~through~~reflect the ~~purchase~~ ofCompany's ~~larger~~2001 ~~quantities~~projections ofand ~~raw~~consolidation ~~material~~plan and ~~improving~~had ~~manufacturing~~a ~~efficiencies,~~maturity date of ~~while~~April ~~providing~~15, ~~the~~2002, ~~same~~which ~~high~~was ~~quality~~subsequently ~~product~~extended atto ~~competitive~~July ~~prices~~31, 2002.

~~Historically,~~On aDecember ~~portion~~28, of2001 the Company's ~~business~~and ~~has~~its ~~been~~primary ~~moderately~~lender signed an ~~seasonal~~amendment to the Credit Agreement. The ~~requirements~~amendment ofestablishes revised covenants, and includes the ~~home~~following ~~video~~changes to the Credit Agreement: (i) reduction in maximum borrowing under the revolving credit facility to $11,000,000, ~~music~~subject ~~and~~to a ~~cosmetic~~borrowing ~~markets~~base ~~for~~formula based on eligible accounts receivable and inventory, ~~products~~(ii) change of maturity to bea ~~delivered~~three ~~for~~year ~~the~~term ~~holiday~~with ~~season~~a ~~generally~~five ~~causes~~and ansix ~~increase~~year amortization inagainst machinery and real estate respectively, (iii) refinancing ~~sales~~of ~~from~~two ~~August~~term ~~through~~loans ~~October.~~currently ~~See~~financed ~~"Item~~by 1the primary lender, one secured by machinery and equipment and the other secured by real estate. ~~Business-Seasonality~~As of December 31," 2001, ~~above~~the Company had $2,066,000 available under its revolving credit facility and was in compliance with all covenants.

~~-17-~~ In connection with the Company's closure of its Indiana facility during the second quarter 2001, the Company has sold virtually all of the related machinery and equipment as of December 31, 2001. During 2001, the Company realized gross proceeds from the sale of machinery and equipment of $559,000 and used the proceeds primarily in paying down the related debt. As of December 31, 2001 the Indiana real estate remains unsold.

~~New~~ As ~~Accounting~~part ~~Pronouncement~~of the Company's consolidation plan adopted in 2001, the Company planned to streamline operations by selling certain other equipment in an effort to realign its capacity. In connection with this consolidation initiative, the Company has written down the related equipment to net realizable value and recorded a charge of approximately $3,458,000 during fiscal year 2000. As of December 31, 2001 the equipment remains unsold and the Company is seeking potential buyers. By selling the equipment and further consolidating operations, the Company believes that it will achieve improved production efficiency, profitability and asset utilization. However, there can be no assurance that the Company's profit margins and competitive position will improve.

~~Statement~~As ofa ~~Financial~~result ~~Accounting~~of ~~Standards~~the ~~(SFAS)~~modifications ~~No.~~to ~~133,~~the ~~"Accounting for~~Credit ~~Derivative Instruments and Hedging Activities~~Agreement," ~~was~~the ~~issued in June 1998.~~Company's ~~This~~realignment ~~statement~~actions, ~~established accounting~~ and ~~reporting~~cost ~~standards~~reduction ~~for~~initiatives, ~~derivatives~~management asbelieves that ~~either~~its ~~assets~~profit orpotential ~~liabilities in the statement of financial position~~ and ~~measure those~~cash ~~instruments~~flow atwill ~~fair~~be ~~value~~improved. ~~In June 1999~~Further, ~~SFAS~~cash ~~No.~~provided ~~138, "Accounting for~~by ~~Derivative~~operations ~~Instruments~~ and ~~Hedging~~amounts ~~Activities~~available -from ~~Deferral~~its ofCredit ~~the~~Agreement ~~Effective~~are ~~Date of~~expected ~~SFAS~~to ~~No. 133" was issued, making SFAS No. 133 effective for all quarters of~~be ~~fiscal~~sufficient ~~years~~to ~~beginning~~meet ~~after June 15, 2000, or~~ the Company's ~~fiscal~~cash ~~2001.~~requirements ~~Based upon~~through ~~review of~~ the ~~provisions~~next offiscal ~~this standard, the Company has determined that it will not have a material impact on its financial position or results of operations~~year.

~~ITEM~~ As 7Aa result of the CCG Acquisition in 1999 and the purchase of approximately $9.6 ~~Quantitative~~million of additional manufacturing equipment over the past two years, the Company's total indebtedness and ~~Qualitative~~future ~~Disclosures~~debt ~~About~~service ~~Market~~obligations have ~~Risk~~increased significantly from prior levels. The Company intends to fund these debt service obligations from operating cash flow in future periods, and believes that it will have sufficient funds to do so. In addition, proceeds from the sale of equipment and real estate discussed above will be utilized to pay down borrowings under the Company's debt agreements.

The Company ~~finances~~is ~~the~~obligated ~~purchase~~under ~~of production equipment and other~~ capital ~~expenditures~~leases ~~through~~for ~~long-term~~machinery ~~debt~~ and~~/or capital leases. The majority~~ ~~of the Company's long term debt is its revolving line of credit, which is exposed to changes in interest rates~~equipment. AsAt of December 31, 2001 and 2000, ~~the~~capital ~~Company~~lease ~~had~~obligations were $~~12.8~~132,000 ~~million~~and ~~of debt outstanding on its revolving line of credit. The stated or implicit rates on the Company's other borrowings~~$1,127,000, ~~including capital leases~~respectively, ~~are generally~~and ~~fixed or in those instances where rates~~ are ~~variable,~~scheduled ~~the Company generally fixes the rates through interest rate swap agreements. If current interest rates were~~ to ~~increase by 10%, the effect to the Company would~~ be ~~an additional~~fully ~~annual~~paid ~~expense of approximately $80,000~~in 2002.

The Company ~~does~~leases ~~not~~its ~~have~~main ~~any~~operating ~~sales,~~facility ~~purchases,~~from ~~assets~~an orentity ~~liabilities~~owned by ~~denominated~~related parties of the Company. The lease is for a fifteen year term, expiring in ~~currencies~~2007 ~~other~~and ~~than~~requires ~~the~~annual ~~U.S.~~rental ~~dollar~~payments aggregating $348,000, plus payments for a share of maintenance, insurance and asreal ~~such~~estate taxes. The Company is ~~not~~also obligated ~~subject~~under non-cancelable operating leases. Future minimum lease payments tounder ~~foreign~~these ~~currency~~agreements ~~exchange~~is ~~rate~~as ~~risk~~follows: in 2002 $1,308,000; in 2003-2004 $1,899,000; in 2005-2006 $1,666,000; and thereafter $808,000.

-1816-

~~ITEM~~Inflation ~~8. Financial Statements~~ and ~~Supplementary Data~~Seasonality

~~Page~~ The Company has experienced certain inflationary increases in variable costs. The Company has continued to manage the impact of these cost increases by renegotiating supplier contracts that provide price protection and price roll-backs, as well as obtaining certain volume discounts through the purchase of larger quantities of raw material and improving manufacturing efficiencies, while providing the same high quality product at competitive prices.

Independent Auditors' Report	F-1
Consolidated Balance Sheets as of December 31, 2000 and 1999	F-2
Consolidated Statements of Operations for the years ended December 31, 2000, 1999, and 1998	F-3
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2000, 1999, and 1998	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998	F-5
Notes to Consolidated Financial Statements	F-6
Schedule II: Valuation and Qualifying Accounts for the years ended December 31, 2000, 1999 and 1998	F-22

Historically, a portion of the Company's business has been moderately seasonal. The requirements of the home video, music and cosmetic markets for products to be delivered for the holiday season historically causes an increase in sales from August through October. See "Item 1. Business-Seasonality," above.

~~-19-~~New Accounting Pronouncement

~~DISC~~ Effective ~~GRAPHICS~~January 1, ~~INC~~2000, the Company adopted SFAS No. ~~AND~~133, "Accounting ~~SUBSIDIARIES~~for ~~Consolidated~~Derivative ~~Financial~~Instruments ~~Statements~~and ~~December~~Hedging 31Activities." This standard requires all derivative financial instruments be recorded on the consolidated balance sheet at their fair value as either assets or liabilities. Changes in the fair value of derivatives will be recorded each period in earnings or accumulated other comprehensive income, ~~2000~~depending upon whether a derivative is designated and ~~1999~~effective ~~(With~~as ~~Independent~~part ~~Auditors'~~of ~~Report~~a ~~Thereon)~~hedge transaction and, if it is, the type of hedge transaction.

~~Independent~~ The ~~Auditors'~~Company ~~Report~~has interest rate swaps to hedge a portion of its variable rate debt which are accounted for as qualifying cash flow hedges. As a result, during the year ended December 31, 2001, the Company recorded approximately $30,000 in losses in other comprehensive loss relating to the change in fair value of its cash flow hedges. At December 31, 2001, the fair value of such instruments was a net liability of approximately $30,000.

~~The~~ In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires the use of ~~Directors~~the purchase method of accounting for all business combinations initiated after June 30, 2001, thereby eliminating the pooling-of-interests methods of accounting. SFAS No. 141 also addresses the recognition and ~~Stockholders~~measurement of goodwill and other intangible assets acquired in ~~Disc~~a ~~Graphics~~business combination. The Company will adopt the provisions of SFAS No. 141 on January 1, ~~Inc~~2002.: Management does not believe the adoption of SFAS No. 141 will have a significant affect on the Company's consolidated financial position or results of operations. Upon adoption of SFAS No. 142, goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. Other intangible assets will continue to be amortized over their estimated useful lives. The Company will adopt the provisions of SFAS No. 142 on January 1, 2002. Based upon the Company's current amount of goodwill and qualifying intangible assets, management expects the adoption to reduce its fiscal 2002 annualized amortization expense, which is not deductible for tax purposes, by approximately $74,000.

We In ~~have~~August ~~audited~~2001, the SFAS issued SFAS No. 143, ~~accompanying~~"Accounting for Asset ~~consolidated~~Retirement ~~balance~~Obligations," and ~~sheets~~SFAS ofNo. ~~Disc Graphics~~144, "Accounting ~~Inc~~for the Impairment or Disposal of Long-Lived Assets." SFAS No. 143 addresses financial accounting and reporting ~~subsidiaries~~for asobligations associated with the retirement of tangible long-lived assets and ~~December~~the associated asset retirement costs. SFAS ~~31,~~No. ~~2000~~144 supersedes FASB Statement ~~and 1999,~~No. 121 and the accounting and ~~related~~reporting ~~statements~~provisions of ~~operations,~~APB Opinion ~~stockholders'~~No. 30, ~~equity~~"Reporting the ~~and~~Results ~~cash~~of ~~flows~~Operations ~~for~~- ~~each~~Reporting the Effects of ~~the~~Disposal ~~years~~of ina ~~the~~Segment ~~three-year~~of ~~period~~a ~~ended December~~Business, 31and Extraordinary, Unusual ~~2000.~~and InInfrequently ~~connection~~Occurring ~~with~~Events ~~our audits of the~~and ~~consolidated~~Transactions," and addresses financial ~~statements,~~accounting weand reporting ~~have~~for ~~also~~the ~~audited~~impairment ~~the~~or disposal of ~~financial statement~~long-lived assets. The ~~schedule~~Company asis ~~listed~~required into ~~the~~adopt ~~accompanying index~~SFAS No. ~~These~~143 ~~consolidated~~on January 1, 2003 and ~~financial~~required ~~statements~~to adopt SFAS No. 144 on January 1, 2002 and ~~financial~~does ~~statement~~not ~~schedule~~expect ~~are the responsibility of~~SFAS ~~the Company's management~~No. ~~Our responsibility is~~ 143 and 144 to ~~express~~ ~~an opinion on~~have ~~these consolidated financial~~a material ~~statements~~impact ~~and~~on ~~financial~~the ~~statement~~Company's ~~schedule~~consolidated ~~based~~financial onposition ~~our~~or ~~audits~~results of operations.

We have conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.-17-

InITEM ~~our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Disc Graphics, Inc~~7A. ~~and subsidiaries~~Quantitative ~~as of December 31, 2000~~ and ~~1999,~~Qualitative ~~and~~Disclosures ~~the~~About ~~results~~Market of their operations and their cash flows for each of the years in the three-year period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Risk

~~Melville~~ The Company finances the purchase of production equipment and other capital expenditures through long-term debt and/or capital leases. A significant portion of the Company's long-term debt is its revolving line of credit under the Credit Agreement, ~~New~~which ~~York~~is exposed to changes in interest rates. As of ~~February~~December 231, 2001, ~~except~~the ~~for~~Company had approximately $5,994,000 of debt outstanding ~~Notes~~on 6its revolving line of credit. The stated or implicit rates on the Company's other borrowings, 8including ~~and~~capital 17leases, ~~which~~are generally fixed or in those instances where rates are asvariable, ofthe ~~April~~Company 13generally fixes the rates through interest rate swap agreements. If current interest rates were to increase by 10%, ~~2001~~the effect on the Company would be an additional annual expense of approximately $35,000.

~~-F1-~~ The Company does not have any sales, purchases, assets or liabilities denominated in currencies other than the U.S. dollar, and as such is not subject to foreign currency exchange rate risk.

~~DISC GRAPHICS, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2000 and 1999~~-18-

~~2000 1999 ---- ---- Assets ------ Current~~ITEM assets: Cash $ 59,489 142,531 Accounts receivable, net of allowance for doubtful accounts of $1,498,000 and $1,418,000, respectively 12,343,062 13,579,201 Inventories 2,695,377 4,428,374 Prepaid expenses and other current assets 355,626 448,364 Income taxes receivable 1,281,284 -- Deferred income taxes 2,037,000 1,092,000 --------- --------- Total current assets 18,771,838 19,690,470 Plant and equipment, net (including $6,020,000 of assets held for sale at December 31, 2000) 16,782,729 14,574,393 Goodwill, net of amortization of $946,000 and $499,000, respectively 5,293,688 6,247,588 Covenants not to compete, net of amortization of $364,000 and $144,000, respectively 736,236 956,236 Security deposits and other assets 559,168 1,039,119 ------- --------- Total assets $ 42,143,659 42,507,806 ============ ========== Liabilities and Stockholders' Equity Current liabilities: Current maturities of long term debt $ 1,458,290 564,425 Current maturities of capitalized lease obligations payable 710,485 1,287,753 Accounts payable and accrued expenses 6,083,982 8,125,209 Income taxes payable -- 590,104 --------- ---------- Total current liabilities 8,252,757 10,567,491 Long term debt, less current maturities 20,509,060 11,309,675 Capitalized lease obligations payable, less current maturities 416,634 2,604,586 Deferred income taxes 1,247,000 1,579,000 --------- --------- Total liabilities 30,425,451 26,060,752 Stockholders' equity: Preferred stock: $.01 ~~par~~Financial ~~value;~~Statements ~~authorized 5,000 shares; no shares issued~~ and ~~outstanding -~~Supplementary - - - - - - - Common stock: $.01 par value; authorized 20,000,000 shares; issued 5,548,761 shares 55,488 55,488 Additional paid in capital 5,009,671 5,009,671 Retained earnings 6,685,012 11,413,501 --------- ---------- 11,750,171 16,478,660 Less: Treasury stock, at cost, 30,519 and 30,409 shares at December 31, 2000 and December 31, 1999, respectively (31,963) (31,606) ------- ------- Total stockholders' equity 11,718,208 16,447,054 ---------- ---------- Total liabilities and stockholders' equity $ 42,143,659 $ 42,507,806 ============ ============ Data

~~See accompanying notes to Consolidated Financial Statements. -F2-~~Page

DISC GRAPHICS, INC. AND SUBSIDIARIES Consolidated Statements of Operations Years ended December 31, 2000, 1999, and 1998


Report of Independent Accountants (PricewaterhouseCoopers LLP)	F-1
Independent Auditors' Report (KPMG LLP)	F-2
Consolidated Balance Sheets as of December 31, 2001 and 2000	F-3
Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999	F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2001, 2000 and 1999	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999	F-6
Notes to Consolidated Financial Statements	F-7
Schedule II: Valuation and Qualifying Accounts for the years ended December 31, 2001, 2000 and 1999	F-23

~~2000 1999 1998~~ -19--- ---- ---- Net sales $ 65,376,090 67,987,941 58,881,533 Cost of sales 53,644,234 50,697,468 43,082,081 ----------- ----------- ---------- Gross profit 11,731,856 17,290,473 15,799,452 Operating Expenses: Selling and shipping 7,572,868 6,804,982 6,018,562 General and administrative 6,310,521 5,555,369 4,531,620 Asset impairment charge 3,458,000 ----- ----- --------- --------- --------- Operating income (loss) (5,609,533) 4,930,122 5,249,270 Interest expense, net 1,661,956 747,202 633,512 Gain on disposal of equipment ---- ---- 149,669 --------- --------- ------- Income (loss) before provision for income taxes (7,271,489) 4,182,920 4,765,427 Provision (benefit) for income taxes (2,543,000) 1,676,000 1,901,000 ----------- ---------- --------- Net income (loss) $ (4,728,489) 2,506,920 2,864,427 ============= ========= ========= Net income (loss) per share: Basic $ (0.86) 0.45 0.52 ============= ==== ==== Diluted $ (0.86) 0.45 0.52 ============= ==== ==== Weighted average number of shares outstanding Basic 5,518,269 5,518,361 5,474,444 Diluted 5,518,269 5,540,265 5,492,050

~~Additional Preferred~~To ~~stock Common~~the ~~Stock paid~~Board in Retained Treasury Shares Amount Shares Amount capital earnings Stock Total Balance, December 31, 1997 ---- $---- 5,440,256 $ 54,403 5,044,934 6,042,154 (29,815) 11,111,676 Shares issued in connection with warrants exchanged ---- ---- 108,505 1,085 (1,085) ---- ---- ---- Purchase of ~~treasury stock ---- ---- ---- ---- ---- ---- (1,521) (1,521)~~Directors ~~Purchase~~ and ~~of warrants ---- ---- ---- ---- (34,178) ---- ---- (34,178)~~Stockholders Net income ---- ---- ---- ---- ---- 2,864,427 ---- 2,864,427 ------ ------ -------- ------- --------- --------- --------- ---------- Balance, December 31, 1998 ---- ---- 5,548,761 55,488 5,009,671 8,906,581 (31,336) 13,940,404 Purchase of ~~treasury~~Disc ~~stock ---- ---- ---- ---- ---- ---- (270) (270) Net income ---- ---- ---- ---- ---- 2~~Graphics,~~506,920 ---- 2,506,920 ------ ------ --------- ------- -------- --------- -------- ---------- Balance, December~~ 31, 1999 ---- ---- 5,548,761 55,488 5,009,671 11,413,501 (31,606) 16,447,054 Purchase of treasury stock ---- ---- ---- ---- ---- ---- (357) (357) Net income (loss) ---- ---- ---- ---- ---- (4,728,489) ---- (4,728,489) ------ ------ --------- -------- ---------- ----------- -------- ----------- Balance, December 31, 2000 ---- $---- 5,548,761 55,488 5,009,671 6,685,012 (31,963) 11,718,208 ==== ==== ========= ====== ========= ========= ======== ========== Inc.:

~~See~~In our opinion, the consolidated financial statements listed in the accompanying index ~~notes~~present tofairly, in all material respects, the financial position of Disc Graphics, Inc. and its subsidiaries (the "Company") at December 31, 2001, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance ~~-F4-~~about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~DISC~~PricewaterhouseCoopers ~~GRAPHICS, INC.~~LLP ~~AND~~New ~~SUBSIDIARIES Consolidated~~York, ~~Statements~~New ~~of Cash Flows~~York ~~Years~~January ~~ended December~~ 31, ~~2000, 1999, and 1998~~2002

~~2000 1999 1998~~ -F1--- ---- ---- Cash flows from operating activities: Net income (loss) $ (4,728,489) 2,506,920 2,864,427 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,623,455 2,477,667 2,216,705 Deferred income tax expense (benefit) (1,277,000) 127,000 161,000 Provision for doubtful accounts 940,324 422,721 402,470 Asset impairment charge 3,458,000 ---- ---- Loss on sale of assets related to consolidation of Edgewood facility 258,770 ---- ----- Gain on disposal of equipment ---- ---- (149,669) Changes in assets and liabilities, net of the effect of business acquired: Accounts receivable 296,278 (210,400) (1,425,208) Inventory 1,732,997 (1,857,906) (472,933) Prepaid expenses and other current assets (75,747) (46,677) 57,458 Accounts payable and accrued expenses (2,058,098) 1,641,772 201,406 Income taxes payable (1,871,388) (225,848) 306,025 Security deposits and other assets 476,998 (302,272) (470,413) ------- -------- -------- Net cash provided by operating activities 776,100 4,532,977 3,691,268 ------- --------- --------- Cash flows from investing activities: Capital expenditures (9,179,655) (5,722,182) (1,025,613) Purchase of net assets of business acquired (7,500) (3,581,806) 18,211 Proceeds from sale of equipment 596,340 ---- 166,900 ------- --------- ------- Net cash used in investing activities (8,590,815) (9,303,988) (840,502) ---------- ---------- -------- Cash flows from financing activities: Proceeds (repayments) of long-term debt 10,497,250 6,356,356 (1,714,160) Principal proceeds from notes receivable ---- ---- 40,406 Proceeds from capital lease obligations ---- ---- 745,549 Principal payments of capital lease obligations (2,765,220) (1,485,857) (1,875,302) Purchase of warrants ---- ---- (34,178) Purchase of treasury stock (357) (270) (1,521) ---- ---- ------ Net cash provided by (used in) financing activities 7,731,673 4,870,229 (2,839,206) --------- --------- ---------- Net increase (decrease) in cash (83,042) 99,218 11,560 Cash at beginning of year 142,531 43,313 31,753 ------- ------ ------ Cash at end of year $ 59,489 142,531 43,313 ========== ======= ======

~~DISC~~The ~~GRAPHICS,~~Board ~~INC. AND~~of ~~SUBSIDIARIES~~Directors ~~Notes~~ and ~~to Consolidated Financial Statements~~Stockholders ~~December~~Disc 31Graphics, ~~2000 and 1999~~Inc.:

(1)	Summary of Significant Accounting Policies
	(a)	Description of Business Disc Graphics, Inc. and subsidiaries (the "Company") operates in one business segment: printing and manufacturing of paperboard packaging. The Company's customers include music, home video, pharmaceutical and general consumer products companies. The Company's business has been moderately seasonal. This seasonality is primarily the result of the music and home video products which are sold between August and October for the holiday season.
	(b)	Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.
	(c)	Revenue Recognition Revenues are recognized when merchandise is shipped.
	(d)	Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents in 2000, 1999 and 1998.
	(e)	Inventories Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method.
	(f)	Property, Plant and Equipment Plant and equipment are recorded at cost. Depreciation and amortization are charged to operations using the straight-line method over the following estimated useful lives:

We have audited the accompanying consolidated balance sheet of Disc Graphics, Inc. and subsidiaries as of December 31, 2000, and the related statements of operations, stockholders' equity and cash flows for each of the years in the two-year period then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

	Building		30 years
	Machinery and equipment		3 to 11 years
	Furniture and fixtures		3 to 7 years
	Automobiles and trucks		3 to 5 years
	Leasehold improvements		2 to 10 years

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Assets~~In ~~under~~our ~~capital~~opinion, ~~leases~~the ~~and~~consolidated ~~leasehold~~financial ~~improvements~~statements ~~are amortized~~ referred ~~over~~to ~~the~~above ~~lesser~~present offairly, in all material respects, the financial ~~term~~position of ~~the~~Disc ~~lease~~Graphics, orInc. ~~the estimated~~and ~~life~~subsidiaries as of ~~the~~December ~~asset~~31, ~~depending~~2000, ~~upon~~and the ~~provisions~~results of their operations and their cash flows for each of the ~~lease~~years in the two-year period then ended in conformity with accounting principles generally accepted in the United States of America.

~~-F6-~~KPMG LLP Melville, New York February 2, 2001, except for Notes 5 and 16, which are as of April 13, 2001

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2000 and 1999-F2-

~~(g)~~DISC ~~Goodwill Goodwill~~GRAPHICS, ~~which represents the excess of purchase price over fair value of net assets acquired, is amortized on a straight-line basis over a period of 15 years~~INC.AND ~~The~~SUBSIDIARIES Consolidated ~~Company~~Balance assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows are not achieved. In connection with the closing of the Company's Indiana facility (see Note 17), related goodwill of $295,000 was written off in 2000. (h) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (i) Net Income (Loss) Per Share Basic earnings per share are computed by dividing income (loss) available to common stockholders (which, for the Company, equals its net income (loss)) by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution that would occur if all securities exercisable or exchangeable for or convertible into shares of common stock that were outstanding during the period, such as stock options, warrants and convertible debentures, were exercised or converted into shares of common stock. The computation of weighted average shares outstanding used in the calculation of diluted earnings per share does not include shares of common stock that would be issuable upon the exercise of the Company's outstanding Class A Warrants or the conversion of the convertible debenture, because the exercise price of such warrants and the conversion rate of such debentures exceeded the market price of the Company's common stock during the relevant periods. In 2000, the computation of diluted earnings per share does not include incremental shares issuable upon the exercise of stock options since the Company experienced a loss. Total options outstanding as of Sheets December 31, ~~2000~~2001 were 414,257. (j) Stock Option Plan The Company records compensation expense for employee stock options only if the current market price of the underlying stock exceeds the exercise price on the date of the grant. The Company has elected not to implement the fair value based accounting method for employee stock options, but has elected to disclose the pro forma net earnings and ~~pro forma earnings per share for employee stock option grants as if such method had been used to account for stock-based compensation cost.~~2000

-F7-


					2001			2000

Assets
Current assets:
	Cash			$	52,780		$	59,489
	Accounts receivable, net of allowance for doubtful accounts
		of $1,280,000 and $1,498,000, respectively			9,484,793			12,343,062
	Inventories				1,430,316			2,695,377
	Prepaid expenses and other current assets				341,850			355,626
	Income taxes receivable				1,072,551			1,281,284
	Deferred income taxes				2,990,000			2,037,000
			Total current assets		15,372,290			18,771,838

Plant and equipment, net (including $5,025,000 of assets held
	for sale at December 31, 2001)				14,380,367			16,782,729
Goodwill, net of amortization of $418,000
	and $867,000, respectively				695,431			5,293,688
Covenants not to compete, net of amortization of $364,000 in 2000					----			736,236
Security deposits and other assets					324,806			334,168
Investment in joint venture					472,947			225,000

			Total assets	$	31,245,841 —————		$	42,143,659 —————

Liabilities and Stockholders' Equity

Current liabilities:
	Current maturities of long term debt			$	1,279,761		$	1,458,290
	Current maturities of capitalized lease obligations payable				131,759			710,485
	Accounts payable and accrued expenses				5,416,077			6,083,982
			Total current liabilities		6,827,597			8,252,757

Long term debt, less current maturities					13,813,929			20,509,060
Capitalized lease obligations payable, less current maturities					----			416,634
Deferred income taxes					2,024,595			1,247,000
			Total liabilities		22,666,121			30,425,451
Commitments and Contingencies (Note 12)

Stockholders' equity:
	Preferred stock:
		$.01 par value;authorized 5,000 shares; no shares issued and outstanding			----			----
	Common stock:
		$.01 par value; authorized 20,000,000 shares; issued 5,548,761 shares			55,488			55,488
	Additional paid-in capital				5,009,671			5,009,671
	Retained earnings				3,577,535			6,685,012
					8,642,694			11,750,171

Less:
	Treasury stock, at cost, 30,519 shares				(31,963	)		(31,963	)
	Other comprehensive income				(31,011	)		----
		Total stockholders' equity			8,579,720			11,718,208

		Total liabilities and stockholders' equity		$	31,245,841 —————		$	42,143,659 —————

~~DISC~~See ~~GRAPHICS,~~accompanying ~~INC. AND~~notes ~~SUBSIDIARIES Notes~~ to Consolidated Financial Statements ~~(continued) December 31, 2000 and 1999~~

	(k)	Impairment of Long Lived Assets and Long Lived Assets to Be Disposed Of The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted estimated future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Due to the planned closure of the Company's Indiana facility and the sale of certain equipment and a building, the Company has revalued certain long lived assets based on the related fair values less costs to sell (see Note 17). As of December 31, 2000, $6,020,000 of net property, plant and equipment is expected to be sold.
	(l)	Comprehensive Income The Company has no elements of other comprehensive income other than net income; therefore, comprehensive income equals reported net income.
	(m)	Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period to prepare these financial statements in conformity with generally accepted accounting principles, including the estimated proceeds upon sale of equipment and a building described in Note 17, the amount of the allowance for doubtful accounts, projected future cash flows utilized in assessing the recoverability of long lived assets and the amortization period for goodwill. Actual results could differ from those estimates.
	(2)	Acquisition of Contemporary Color Graphics, Inc. On July 1, 1999, the Company acquired substantially all of the assets and certain liabilities of Contemporary Color Graphics, Inc., a New York based commercial printer ("CCG"), for $3,500,000 in cash at closing, a promissory note in the amount of $1,000,000, a supplemental note in the amount of $1,000,000, convertible debentures in the amount of $600,000 and assumed debt of approximately $1,200,000, subject to adjustment. See Note 8 for further information regarding the notes, debentures and debt assumed. The Company paid the cash portion of the purchase price from borrowings under its revolving credit facility. The acquisition was accounted for using the purchase method of accounting and in accordance with generally accepted accounting principles.

-F3-

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2000 and 1999


				2001			2000			1999

Net sales			$	52,672,074		$	65,376,090		$	67,987,941
Cost of sales				42,078,495			53,644,234			50,697,468

		Gross profit		10,593,579			11,731,856			17,290,473

Operating Expenses:
	Selling and shipping			4,687,162			7,572,868			6,804,982
	General and administrative			5,098,388			6,310,521			5,555,369
	Asset impairment charge			3,616,855			3,458,000			----
	Loss on disposal of equipment			97,088			----			----

		Operating (loss) income		(2,905,914	)		(5,609,533	)		4,930,122

Interest expense, net				1,635,724			1,661,956			747,202
Equity in loss of joint venture				377,053			----			----

(Loss) Income before provision for income taxes				(4,918,691	)		(7,271,489	)		4,182,920

(Benefit) provision for income taxes				(1,811,214	)		(2,543,000	)		1,676,000

	Net (loss)Income		$	(3,107,477	)		(4,728,489	)		2,506,920
				—————			—————			—————

	Net (loss) Income per share:

		Basic	$	(0.56	)		(0.86	)		0.45
				—————			—————			—————

		Diluted	$	(0.56	)		(0.86	)		0.45
				—————			—————			—————

	Weighted average number of shares outstanding

		Basic		5,518,242			5,518,269			5,518,361

		Diluted		5,518,242			5,518,269			5,540,265

~~The~~See ~~total~~accompanying ~~purchase~~notes ~~price, including transaction costs of $89,000, was allocated~~ to ~~the~~Consolidated ~~fair~~Financial value of the assets acquired and liabilities assumed. The purchase price allocation resulted in goodwill of $5,266,300 and covenants not to compete of $1,000,000. The following unaudited pro forma results have been prepared for comparative purposes only and include certain adjustments such as (i) additional amortization expense due to goodwill (15 years) and the covenant not to compete (5 years) resulting from the CCG acquisition and (ii) increased interest expense due to cash borrowed under the Company's financing agreement for the payment of the purchase price, the repayment of CCG's notes payable and the note, supplemental note and convertible debenture issued by the Company. These unaudited pro forma results are not necessarily indicative of the results of operations which actually would have resulted had the purchase been effected on January 1, 1998, nor of future results of operations of the consolidated entities.Statements

	(In thousands, except per share amounts)
	1999	1998
Net sales	$ 71,606	$ 66,350
Net income	2,307	2,874
Net income per share:
Basic	0.42	0.52
Diluted	0.42	0.52

-F4-

-F9-


					Additional					Other
	Preferred Stock		Common Stock		paid in	Retained		Treasury		Comprehensive
	Shares	Amount	Shares	Amount	capital	earnings		Stock		Income		Total

Balance, December 31, 1998	----	$ ----	5,548,761	$55,488	5,009,671	8,906,581		(31,336	)	----		13,940,404

Purchase of Treasury Stock	----	----	----	----	----	----		(270	)	----		(270	)

Net Income	----	----	----	----	----	2,506,920		----		----		2,506,920

Balance, December 31, 1999	----	----	5,548,761	55,488	5,009,671	11,413,501		(31,606	)	----		16,447,054

Purchase of Treasury Stock	----	----	----	----	----	----		(357	)	----		(357	)

Net Loss	----	----	----	----	----	(4,728,489	)	----		----		(4,728,489	)

Balance, December 31, 2000	----	----	5,548,761	55,488	5,009,671	6,685,012		(31,963	)	----		11,718,208

Change in Fair Value of Derivatives Accounted for as Hedges	----	----	----	----	----	----		----		(31,011	)	(31,011	)

Net Loss	----	----	----	----	----	(3,107,477	)	----		----		(3,107,477	)

Total Comprehensive Income 2001	----	----	----	----	----	(3,107,477	)	----		(31,011	)	(3,138,488	)

Balance, December 31, 2001	---- ———	$ ---- ———	5,548,761 —————	$55,488 ———	5,009,671 —————	3,577,535 —————		(31,963 ———	)	(31,011 —————	)	8,579,720 —————

~~DISC~~See ~~GRAPHICS,~~accompanying ~~INC. AND~~notes ~~SUBSIDIARIES Notes~~ to ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements. ~~(continued) December 31, 2000 and 1999~~-F5-

~~(3)~~DISC ~~Supplemental~~GRAPHICS, ~~Cash~~INC.AND ~~Flow Information The following is supplemental information relating to the consolidated statements of cash flows:~~SUBSIDIARIES

	2000	1999	1998
Cash paid during the year for: Interest	$ 1,562,496	737,073	664,586
Income taxes	$ 605,388	1,774,848	1,448,500

Consolidated Statements of Cash Flows

Years ended December 31, 2001, 2000 and 1999

(4)		Covenants Not to Compete In 1999, the Company obtained non-compete agreements from the former owners in connection with the CCG acquisition The non-compete agreements were valued at $1,000,000. The non-compete agreements are being amortized over their term of five years using the straight-line method. Amortization of these covenants not to compete amounted to $200,000 and $100,000 for the years ended December 31, 2000 and 1999, respectively. In 1997, the Company obtained a non-compete agreement in connection with the acquisition of Benham Press, Inc., an Indiana based printing company ("Benham"). The non-compete agreement was valued at $100,000. The non-compete agreement is being amortized over its term of five years using the straight-line method. Amortization of the covenant not to compete amounted to $20,000 for each of the years ended December 31, 2000, 1999 and 1998.
					2001			2000			1999
(5)		Inventories Inventories consist of the following:
Cash flows from operating activities:
	Net (loss) income			$	(3,107,477	)	$	(4,728,489	)	$	2,506,920
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
		Depreciation and amortization			2,730,631			3,623,455			2,477,667
		Deferred income tax (benefit) expense			(175,405	)		(1,277,000	)		127,000
		Provision for doubtful accounts			729,089			940,324			422,721
		Asset impairment charge			3,616,855			3,458,000			----
		Loss on sale of assets related to consolidation of Edgewood facility			----			258,770			----
		Equity in loss of equity investment			377,053			----			----
		Loss on disposal of equipment			97,088			----			----
		Changes in assets and liabilities, net of the effect of business acquired:
			Accounts receivable		2,129,180			296,278			(210,400	)
			Inventory		1,265,061			1,732,997			(1,857,906	)
			Prepaid expenses and other current assets		13,776			(75,747	)		(46,677	)
			Accounts payable and accrued expenses		(698,918	)		(2,058,098	)		1,641,772
			Income taxes payable		208,733			(1,871,388	)		(225,848	)
			Security deposits and other assets		6,345			701,998			(302,272	)
			Net cash provided by operating activities		7,192,011			1,001,100			4,532,977
Cash flows from investing activities:
	Capital expenditures				(396,420	)		(9,179,655	)		(5,722,182	)
	Purchase of net assets of business acquired				----			(7,500	)		(3,581,806	)
	Investment in joint venture				(625,000	)		(225,000	)		----
	Proceeds from sale of equipment				558,500			596,340			----
			Net cash used in investing activities		(462,920	)		(8,815,815	)		(9,303,988	)
Cash flows from financing activities:
	(Repayments) proceeds of long-term debt				(5,740,440	)		10,497,250			6,356,356
	Principal payments of capital lease obligations				(995,360	)		(2,765,220	)		(1,485,857	)
	Purchase of treasury stock				----			(357	)		(270	)
			Net cash (used in) provided by financing activities		(6,735,800	)		7,731,673			4,870,229
Net (decrease) increase in cash					(6,709	)		(83,042	)		99,218
Cash at beginning of year					59,489			142,531			43,313
Cash at end of year				$	52,780		$	59,489		$	142,531
					—————			—————			—————

	2000	1999
Raw materials	$ 1,517,370	3,477,610
Work-in-process	844,808	700,981
Finished goods	333,199	249,783
	$ 2,695,377—————	4,428,374—————

See accompanying notes to Consolidated Financial Statements

-~~F10~~F6-

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements ~~(continued) December 31, 2000 and 1999~~

(61) ~~Property,~~Summary ~~Plant and Equipment Property, plant and equipment consist~~ of ~~the~~Significant ~~following:~~Accounting Policies

	2000	1999
Land and building	$550,000	550,000
Machinery and equipment	27,637,361	21,249,849
Furniture and fixtures	2,146,523	1,731,718
Leasehold improvements	2,743,373	1,472,713
Automobiles and trucks	268,450	222,328
	33,345,707	25,226,608
Less accumulated depreciation and amortization	13,399,978	10,652,215
Reserve for loss on sale of equipment and building	3,163,000	----
	$ 16,782,729—————	$ 14,574,393—————


	(a)		Description of Business

			Disc Graphics, Inc. and subsidiaries (the "Company") operates in one business segment: printing and manufacturing of paperboard packaging. The Company's customers include music, home video, pharmaceutical and general consumer products companies. The Company's business has historically been moderately seasonal. This seasonality has primarily been the result of the music and home video products which are sold between August and October for the holiday season.

	(b)		Principles of Consolidation

			The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

	(c)		Revenue Recognition

			The Company recognizes revenue from products shipped when risk of loss and title transfers to its customers.

	(d)		Cash Equivalents

			For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents in 2001, 2000 and 1999.

	(e)		Inventories

			Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method.

	(f)		Property, Plant and Equipment

			Plant and equipment are recorded at cost. Depreciation and amortization are charged to operations using the straight-line method over the following estimated useful lives:

Depreciation and amortization expense of property, plant, and equipment amounted to $2,953,208, $2,076,563 and $2,078,554 for the years ended December 31, 2000, 1999, and 1998, respectively.


	Building		30 years
	Machinery and equipment		3 to 11 years
	Furniture and fixtures		3 to 7 years
	Automobiles and trucks		3 to 5 years
	Leasehold improvements		2 to 10 years

~~(7) Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at December 31, 2000 and 1999 consisted of the following:~~-F7-

	2000	1999
Accounts payable and accrued accounts payable	$2,297,973	4,275,144
Accrued payroll and other employee benefits	2,399,112	2,582,444
Accrued vacation	402,330	396,688
Accrued commissions	374,929	643,773
Accrued other	609,638	227,160
	$6,083,982—————	8,125,209—————

DISC GRAPHICS, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(continued)

Assets under capital leases and leasehold improvements are amortized over the lesser of the term of the lease or the estimated life of the asset, depending upon the provisions of the lease. (g) Goodwill Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is amortized on a straight-~~F11-~~line basis over a period of 15 years. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows are not achieved. In connection with the abandonment of the Contemporary Color Graphics, Inc. ("CCG") acquisition, related goodwill and covenant not to compete of $3,616,855 was written off in 2001. (h) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (i) Net Income (Loss) Per Share Basic earnings per share are computed by dividing income (loss) available to common stockholders (which, for the Company, equals its net income (loss)) by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution that would occur if all securities exercisable or exchangeable for or convertible into shares of common stock that were outstanding during the period, such as stock options, and convertible debentures, were exercised or converted into shares of common stock. The computation of weighted average shares outstanding used in the calculation of diluted earnings per share does not include shares of common stock that would be issuable upon the convertible debenture, because the conversion rate of such debentures exceeded the market price of the Company's common stock during the relevant periods. In 2001, the computation of diluted earnings per share does not include incremental shares issuable upon the exercise of stock options since the Company experienced a loss. Total options outstanding as of December 31, 2001 were 222,146.

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2000 and 1999-F8-

~~(8)~~DISC ~~Long~~GRAPHICS, ~~Term~~INC. AND ~~Debt~~SUBSIDIARIES Notes ~~Long~~to ~~Term~~Consolidated ~~Debt~~Financial ~~is summarized as follows:~~Statements(continued)

	2000	1999
Revolving line of credit (a)	$ 12,809,131	7,750,000
Pinnacle Financing Corp. (b)	2,989,600	----
GE Capital Public Finance (c)	1,471,375	----
People's Capital and Leasing Corp. (d)	1,138,269	----
Promissory Note (e)	716,000	1,000,000
Supplemental Note (f)	1,124,950	1,041,650
Convertible Debenture (g)	480,000	600,000
Secured equipment financing note (h)	759,900	883,500
Mortgage payable (i)	478,125	545,625
Various secured equipment financing notes (j)	----	53,325
	21,967,350	11,874,100
Less current maturities	1,458,290	564,425
	$ 20,509,060—————	$ 11,309,675—————


	(j)		Stock Option Plan

			The Company records compensation expense for employee stock options only if the current market price of the underlying stock exceeds the exercise price on the date of the grant. The Company has elected not to implement the fair value based accounting method for employee stock options, but has elected to disclose the pro forma net earnings and pro forma earnings per share for employee stock option grants as if such method had been used to account for stock-based compensation cost.

	(k)		Impairment of Long Lived Assets and Long Lived Assets to Be Disposed Of

			The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted estimated future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Due to the closure of the Company's Indiana facility and the planned sale of certain equipment and a building during fiscal 2001, the Company has written down certain long lived assets based on the related fair values less costs to sell (see Note 16). As of December 31, 2001, $5,025,000 of net property, plant and equipment is expected to be sold.

	(l)		Comprehensive Income

			Other comprehensive income represents the change in stockholders' equity resulting from transactions other than stockholder investments and distributions. The Company's comprehensive income includes net income and changes in the fair value of derivative instruments.

	(m)		Use of Estimates

			Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period to prepare these financial statements in conformity with generally accepted accounting principles, including the estimated proceeds upon sale of equipment and a building described in Note 17, the amount of the allowance for doubtful accounts, projected future cash flows utilized in assessing the recoverability of long lived assets and the amortization period for goodwill. Actual results could differ from those estimates.

	(a)	In February, 1997, the Company entered into a financing agreement with Key Bank, N.A., now known as the Dime Savings Bank of New York, FSB, as amended on December 1, 1998 (the "Credit Agreement"). The Credit Agreement provides the Company with the option to convert the outstanding balance at February 21, 2001 to a fixed term loan to be repaid over four years. The revolving credit portion of the Credit Agreement provides financing (as defined), not to exceed $15,000,000. The Credit Agreement bears interest at the lower of LIBOR plus 2.00%, based on the debt coverage ratio, or the bank's base rate. At December 31, 2000 the base rate was 9.5%. The Credit Agreement is secured by substantially all of the Company's unsecured assets. In addition, the Credit Agreement contains various covenants, including the maintenance of certain financial ratios, including consolidated net worth, working capital, debt service, and funded debt to EBITDA. At December 31, 2000, the Company was not in compliance with certain financial covenants contained in the Credit Agreement. On April 13, 2001, following the adoption by the Company of a consolidation plan (see note 17), the Company received a commitment letter from the lender which will restructure the Credit Agreement. The commitment letter waives the covenant violations. In addition, the commitment letter establishes revised covenants to reflect the Company's 2001 projections and consolidation plan. While the Company believes it will meet its 2001 projections, there can be no assurance that such projections can be attained as a result of the softness in revenues experienced during the fourth quarter of 2000 and the first quarter of 2001. The commitment letter also includes the following changes to the Credit Agreement: (i) reduction in maximum borrowing amount to $12,700,000, subject to a borrowing base formula based on eligible accounts receivable and inventory, (ii) change in maturity date to April 15, 2002 (with no conversion to a term loan as provided for in the original agreement), (iii) change in interest rate to the bank's base rate plus 1%, and (iv) required prepayment of the facility equal to a portion of the Federal tax refund received by the Company.
	(b)	Secured equipment financing note payable to Pinnacle Capital Corporation ("PCC") payable in 96 monthly installments of $43,799 including interest at a fixed rate of 9%.

-F9-

~~-F12-~~DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements(continued)

~~DISC~~(n) ~~GRAPHICS~~New Accounting Pronouncements Effective January 1, ~~INC~~2000, the Company adopted SFAS No. ~~AND~~ ~~SUBSIDIARIES Notes~~133, "Accounting for Derivative Instruments and Hedging Activities." This standard requires all derivative financial instruments be recorded on the consolidated balance sheet at their fair value as either assets or liabilities. Changes in the fair value of derivatives will be recorded each period in earnings or accumulated other comprehensive income, depending upon whether a derivative is designated and effective as part of a hedge transaction and, if it is, the type of hedge transaction. The Company has interest rate swaps to ~~Consolidated~~hedge ~~Financial~~a ~~Statements (continued)~~ portion of its variable rate debt which are accounted for as qualifying cash flow hedges. As a result, during the year ended December 31, ~~2000~~2001, the Company recorded approximately $30,000 in losses in other comprehensive loss relating to the change in fair value of its cash flow hedges. At December 31, 2001, the fair value of such instruments was a net liability of approximately $30,000. In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and ~~1999~~SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires the use of the purchase method of accounting for all business combinations initiated after June 30, 2001, thereby eliminating the pooling-of-interests methods of accounting. SFAS No. 141 also addresses the recognition and measurement of goodwill and other intangible assets acquired in a business combination. The Company will adopt the provisions of SFAS No. 141 on January 1, 2002. Management does not believe the adoption of SFAS No. 141 will have a significant affect on the Company's consolidated financial position or results of operations. Upon adoption of SFAS No. 142, goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. Other intangible assets will continue to be amortized over their estimated useful lives. The Company will adopt the provisions of SFAS No. 142 on January 1, 2002. Based upon the Company's current amount of goodwill and qualifying intangible assets, management expects the adoption to reduce its fiscal 2002 annualized amortization expense, which is not deductible for tax purposes, by approximately $74,000. In August 2001, the SFAS issued SFAS No. 143, "Accounting for Asset Retirement Obligations," and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 144 supersedes FASB Statement No. 121 and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," and addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company is required to adopt SFAS No. 143 on January 1, 2003 and required to adopt SFAS No. 144 on January 1, 2002 and does not expect SFAS No. 143 and 144 to have a material impact on the Company's consolidated financial position or results of operations.

(c) Secured equipment financing note payable to GE Capital Public Finance payable in 60 monthly installments of $34,273 including interest. Interest is variable, calculated at a rate of 1.50% plus LIBOR. The dollar amount of payments will not change with fluctuations in the interest rate. An adjustment is made at the end of each three-month period and the subsequent installment payment is adjusted accordingly. (d) Secured equipment financing note payable to People's Capital and Leasing Corp. payable in 84 monthly installments of $18,134 including interest at a fixed rate of 9%. (e) In connection with the acquisition of CCG, the Company issued a $1,000,000 promissory note. Principal on the promissory note must be paid in three annual installments commencing on August 1, 2000. Interest at a rate of 8.33% per annum on the note is paid quarterly. The principal amounts of this note and the debentures referred to below are subject to downward adjustment if CCG does not meet certain minimum revenue levels. In the event such levels are not met and the principal amounts are reduced, goodwill will be adjusted accordingly. The principal amount due on the promissory note on August 1, 2000 of $200,000 was not paid because minimum sales amounts for the year ended June 30, 2000 required under the asset purchase agreement were not achieved. In addition, as a result of the sales shortfall, the remaining balances of the promissory note was reduced by an additional $84,000.F10-

~~(f)~~DISC ~~In connection with the acquisition of CCG~~GRAPHICS, ~~the Company issued a $1,000,000 supplemental note~~INC. AND ~~Principal~~SUBSIDIARIES Notes on the supplemental note must be paid in two annual installments commencing on August 1, 2003. Interest at a rate of 8.33% per annum on the note must be paid on each principal payment date. Interest accrued on the supplemental note as of December 31, 2000 is $124,950. (g) In connection with the acquisition of CCG, the Company issued a $600,000 convertible debenture. The convertible debenture must be paid in three annual installments commencing on August 1, 2000. Interest at a rate of 8.33% per annum on the note is paid quarterly. The former shareholders of CCG have the right to ~~convert~~Consolidated ~~the~~Financial debentures into shares of the Company's common stock, not less than 30 days before any principal or interest payment date at a rate of one share for every $5.50 of principal or interest. The principal amount due on the convertible debentures on August 1, 2000 of $120,000 was not paid because minimum sales amounts required for the year ended June 30, 2000 under the asset purchase agreement was not achieved. Statements(hcontinued) Secured equipment financing note payable to a bank, payable in monthly installments ranging from $10,300 in 2000 to $14,700 in 2006, plus interest. Interest is variable, calculated at a rate of 1.75% points below the bank's current index rate, which was 9.5% at December 31, 2000. The interest rate for this note was 7.75% at December 31, 2000.

-F13-


(2)		Acquisition of Contemporary Color Graphics, Inc. On July 1, 1999, the Company acquired substantially all of the assets and certain liabilities of Contemporary Color Graphics, Inc., a New York based commercial printer, for $3,500,000 in cash at closing, a promissory note in the amount of $1,000,000, a supplemental note in the amount of $1,000,000, convertible debentures in the amount of $600,000 and assumed debt of approximately $1,200,000, subject to adjustment. See Note 8 for further information regarding the notes, debentures and debt assumed. The Company paid the cash portion of the purchase price from borrowings under its revolving credit facility. The acquisition was accounted for using the purchase method of accounting and in accordance with generally accepted accounting principles. The total purchase price, including transaction costs of $89,000 and $185,000 relating to the valuation of certain net assets, was allocated to the fair value of the assets acquired and liabilities assumed. The purchase price allocation resulted in goodwill of $5,451,300 and covenants not to compete of $1,000,000. The principal amount due on the promissory note and convertible debentures on August 1, 2000 and 2001 of $320,000 and $640,000, respectively, were not paid because minimum sales amount required under the asset purchase agreement were not achieved for the year's ended June 30, 2000 and 2001, respectively. In addition, as a result of the sales shortfall, the remaining balances of the promissory note and convertible debenture was reduced by an additional $84,000 in 2000 and $493,220 in 2001. As a result of the downward adjustment, goodwill was also reduced accordingly in the amount of $404,000 in 2000 and $1,133,220 in 2001. In the fourth quarter of 2001, the Company made the determination to abandon the CCG Acquisition, and accordingly recorded a charge for the write off of all intangible assets in the amount of $3,617,000. In March 2000, the Company announced that it would close its Edgewood facility (the former CCG facility) and consolidate its operations with its Hauppauge, New York facility. In connection with the consolidation, the Company recorded a charge of $324,000, principally relating to a loss on the sale of equipment. In July 2001, CCG and its former owners commenced a lawsuit against the Company for principal and interest payments allegedly due on August 1, 2000 under the terms of the $1 million note and the $600,000 convertible debentures. The Company believes that no payments are currently due to the former owners of CCG since the minimum sales levels discussed above were not achieved. Under the terms of a subordination agreement executed by CCG in favor of the Company's lender, CCG may not pursue its claim without the consent of the Company's lender, which consent has been refused.

(3)		Supplemental Cash Flow Information The following is supplemental information relating to the consolidated statements of cash flows:

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2000 and 1999


		2001	2000	1999

Cash paid during the year for:

	Interest	$1,452,796	1,562,496	737,073
	Income taxes	$ 78,679	605,388	1,774,848

	(i)	In connection with the acquisition of Benham, the Company secured a mortgage with a lending institution in the amount of $675,000 for the building and land acquired. The mortgage is payable over ten years, commencing March 1, 1998, at a fixed rate of 8.125%. This mortgage is secured by a first lien on the premises and an assignment of rents and leases on the premises.
	(j)	Various secured equipment financing notes in the amount of $350,488. These notes were fully repaid in 2000.
Proceeds from the sale of equipment and a building, as discussed in Note 17, will be used to pay down long term debt. The aggregate maturities of long-term debt outstanding as of December 31 for each of the five years subsequent to 2000, including amounts outstanding under the Credit Agreement, are as follows: $1,458,290 in 2001; $4,215,866 in 2002; $4,511,544 in 2003; $5,062,382 in 2004; $4,484,064 in 2005; $2,235,204 thereafter.
(9)		Leases The Company is obligated under several capital leases for certain machinery and equipment that expire at various dates during the next two years. At December 31, 2000 and 1999, the gross amount of plant and equipment and related accumulated amortization recorded under capital leases were as follows:

-F11-

	2000	1999
Machinery and equipment	$ 3,627,339	7,921,301
Less accumulated amortization	1,571,474	2,824,867
	$ 2,055,865—————	5,096,434—————

DISC GRAPHICS, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(continued)

The Company occupies its premises pursuant to a lease with a related party expiring December 31, 2007, with a five year renewal option (see note 12). The lease provides for annual rentals, as defined, payable monthly, as well as payments for a share of maintenance, insurance, and real estate taxes. The Company is also obligated under various non-cancelable equipment leases. Rent expense under operating leases for the years ended December 31, 2000, 1999 and 1998 was $1,841,268, $1,178,058, and $1,162,154, respectively.


(4)	Inventories

	Inventories consist of the following:
				2001	2000

		Raw materials	$	922,331	1,517,370
		Work-in-process		270,249	844,808
		Finished goods		237,736	333,199

			$	1,430,316 ————	2,695,377 ————

-F14-


(5)	Property, Plant and Equipment

	Property, plant and equipment consist of the following:
				2001	2000

		Land and building	$	550,000	550,000
		Machinery and equipment		24,944,779	27,637,361
		Furniture and fixtures		2,199,882	2,146,523
		Leasehold improvements		2,759,992	2,743,373
		Automobiles and trucks		196,353	268,450
				30,651,006	33,345,707
		Less accumulated depreciation and amortization		13,919,956	13,399,978

		Reserve for loss on sale of equipment and building		2,350,683	3,163,000

			$	14,380,367 ————	16,782,729 ————

~~DISC~~ Depreciation ~~GRAPHICS~~and amortization expense of property, plant, ~~INC. AND~~and ~~SUBSIDIARIES Notes~~equipment amounted to ~~Consolidated~~$2,730,631, $2,118,815 ~~Financial~~and ~~Statements (continued)~~ $2,076,563 for the years ended December 31, 2001, 2000, and 1999, respectively.

~~Future minimum lease payments under non~~-~~cancelable operating leases (with initial remaining lease terms in excess of one year) and the present value of future minimum capital lease payments as of December 31, 2000 are:~~F12-

	CapitalLeases	OperatingLeases
Year ending December 31:
2001	$ 772,686	$ 1,537,546
2002	431,470	1,107,188
2003	----	1,021,218
2004	----	978,589
2005	----	940,248
2006 and thereafter	----	2,037,892
Total minimum lease payments	1,204,156	7,622,681—————
Less amount representing interest (at rates ranging from 7.25% to 8.75%)	77,037
Net principal portion	1,127,119
Less portion due within one year	710,485
Long-term portion	$ 416,634—————

DISC GRAPHICS, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(continued)

In 1998, the Company traded in a printing press, which was previously financed by an equipment note through GE Capital Public Finance ("GECPF"), for a new press. The carrying value of the old press, approximately $1,489,000, approximated the related obligation, and accordingly no gain or loss was recognized. In connection with the transaction, the Company entered into a seven year capital lease arrangement with the Suffolk County Industrial Development Association ("SCIDA") and GECPF. The lease contains certain provisions limiting the Company's capital expenditures in Suffolk County and certain debt covenants consistent with those contained in the Company's revolving credit agreement with Key Bank, NA. The initial carrying value of the new press and the net present value of the related capital lease obligation was $2,003,657. On February 29, 2000, the Company refinanced the lease with GECPF by entering into a seven year promissory note arrangement that does not contain the same capital expenditure provisions, or debt covenants, as the SCIDA lease.


(6)	Accounts Payable and Accrued Liabilities

	Accounts payable and accrued liabilities at December 31, 2001 and 2000 consisted of the following:

			2001	2000

	Accounts payable and accrued accounts payable	$	2,291,057	2,297,973
	Accrued payroll and other employee benefits		1,854,540	2,399,112
	Accrued vacation		363,207	402,330
	Accrued commissions		101,617	374,929
	Accrued other		805,656	609,638

		$	5,416,077 ————	6,083,982 ————

-F15-


(7)	Long Term Debt

	Long Term Debt is summarized as follows:

				2001		2000

		Revolving line of credit (a)	$	5,994,413	$	12,809,131
		Wells Fargo Equipment Finance, Inc. (b)		2,722,235		2,989,600
		Orix Financial Services, Inc. (c)		2,030,752		----
		GE Capital Public Finance (d)		1,158,233		1,471,375
		People's Capital and Leasing Corp. (e)		878,502		1,138,269
		Promissory Note (f)		----		716,000
		Supplemental Note (g)		1,208,250		1,124,950
		Convertible Debenture (h)		62,780		480,000
		Secured equipment financing note (i)		627,900		759,900
		Mortgage payable (j)		410,625		478,125
				15,093,690		21,967,350
		Less current maturities		1,279,761		1,458,290

			$	13,813,929 ————		20,509,060 ————

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2000 and 1999-F13-

(10)		Stockholders' Equity
	(a)	Stock Options Pursuant to the Company's 1995 Incentive Stock Option Plan (the "Plan"), an aggregate of 500,000 shares of the Company's Common Stock are reserved for issuance upon the exercise of options granted pursuant to the Plan. Officers, key employees, directors and certain consultants and advisors to the Company are eligible to participate in the Plan. The Plan may issue incentive stock options and nonqualified stock options. Options are granted at the market price on the date of grant and expire in five or ten years. The duration of any option granted under this Plan must be fixed by the Incentive Stock Option Committee in its sole discretion and no option may be exercised until at least six months after the date of grant. At December 31, 2000, there were 85,743 additional shares available for grant under the Plan.

DISC GRAPHICS, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(continued)

~~Changes~~(a) In February, 1997, the Company entered into a financing agreement with Key Bank, N.A., now known as the Dime Savings Bank of New York, FSB, as amended on December 1, 1998 and June 22, 2001 (the "Credit Agreement"). On December 28, 2001 the Company and its primary lender signed an amendment to the Credit Agreement. The amendment establishes revised covenants, and includes the following changes to the Credit Agreement: (i) reduction in ~~options~~maximum ~~outstanding~~borrowing under the revolving credit facility to $11,000,000, subject to a borrowing base formula based on eligible accounts receivable and inventory, (ii) change of maturity to a three year term with a five and six year amortization against machinery and real estate, respectively, and (iii) refinancing of two term loans currently financed by the primary lender, one secured by machinery and equipment and the other secured by real estate. The Credit Agreement bears interest at the bank's base rate plus 1%. At December 31, 2001 the base rate plus 1% was 5.75%. The Credit Agreement is secured by substantially all of the Company's unsecured assets. (b) Secured equipment financing note payable to Wells Fargo Equipment Finance, Inc. payable in 96 monthly installments of $43,799 including interest at a fixed rate of 9%. (c) Secured equipment financing note payable to Orix Financial Services, Inc. payable in 84 monthly installments of $36,430 including interest at a fixed rate of 9.2%. (d) Secured equipment financing note payable to GE Capital Public Finance payable in 60 monthly installments of $34,273 including interest. Interest is variable, calculated at a rate of 1.50% plus LIBOR. The dollar amount of payments will not change with fluctuations in the interest rate. An adjustment is made at the end of each three-month period and the subsequent installment payment is adjusted accordingly. (e) Secured equipment financing note payable to People's Capital and Leasing Corp. payable in 84 monthly installments of $18,134 including interest at a fixed rate of 9%. (f) In connection with the acquisition of CCG, the Company issued a $1,000,000 promissory note. Principal on the promissory note must be paid in three annual installments commencing on August 1, 2000. Interest at a rate of 8.33% per annum on the note is paid quarterly. The principal amounts of this note and the debentures referred to below are subject to downward adjustment if CCG does not meet certain minimum revenue levels. In the event such levels are not met and the principal amounts are reduced, goodwill will be adjusted accordingly. The principal amount due on the promissory note on August 1, 2000 and 2001 of $200,000 and $400,000, respectively, were not paid because minimum sales amounts for the years ended June 30, 2000 and 2001, respectively, required under the asset purchase agreement were not achieved. In addition, as ~~follows:~~a result of the sales shortfall, the remaining balance of the promissory note was reduced by an additional $84,000 in 2000 and $316,000 in 2001.

	Shares	Weighted-average exercise price
Outstanding December 31, 1997	175,500	$ 3.85
Granted	110,145	4.06
Outstanding December 31, 1998	285,645	3.93
Granted	18,879	4.50
Outstanding December 31, 1999	304,524	3.97
Granted	109,733	3.06
Outstanding December 31, 2000	414,257—————	3.73
Exercisable at December 31, 2000	285,645—————	$3.93—————

-F14-

~~The~~DISC ~~exercise price of options exercisable as of December 31~~GRAPHICS, ~~2000 was from $2~~INC.00 AND SUBSIDIARIES Notes to ~~$4.76.~~Consolidated ~~The~~Financial ~~weighted average remaining life of options outstanding as of December 31, 2000, was 6.37 years. The assumptions used in determining the weighted average fair value of options granted are as follows:~~Statements(continued)

			2000	1999	1998
(g)		In connection with the acquisition of CCG, the Company issued a $1,000,000 supplemental note. Principal on the supplemental note must be paid in two annual installments commencing on August 1, 2003. Interest at a rate of 8.33% per annum on the note must be paid on each principal payment date. Interest accrued on the supplemental note as of December 31, 2001 is $208,250.
	Weighted average fair value		$3.04	3.06	2.91
(h)		In connection with the acquisition of CCG, the Company issued a $600,000 convertible debenture. The convertible debenture must be paid in three annual installments commencing on August 1, 2000. Interest at a rate of 8.33% per annum on the note is paid quarterly. The former shareholders of CCG have the right to convert the debentures into shares of the Company's common stock, not less than 30 days before any principal or interest payment date at a rate of one share for every $5.50 of principal or interest. The principal amount due on the convertible debentures on August 1, 2000 and 2001 of $120,000 and $240,000, respectively, were not paid because minimum sales amounts required for the years ended June 30, 2000 and 2001, respectively, under the asset purchase agreement were not achieved. In addition, as a result of the sales shortfall, the remaining balance of the convertible debenture was reduced by an additional $177,220.
	Divided yield		----	----	----
(i)		Secured equipment financing note payable to a bank, payable in monthly installments ranging from $10,300 in 2000 to $13,500 in 2004, plus interest, with a final balloon payment of $200,100 due December 1, 2004. Interest is variable, calculated at a rate of 1.75% points below the bank's current index rate, which was 4.75% at December 31, 2001. The interest rate for this note was 3.00% at December 31, 2001.
	Risk free interest rate		6.56%	4.70%	5.73%
(j)		In connection with the acquisition of Benham, the Company obtained a mortgage loan with a lending institution in the amount of $675,000 for the building and land acquired. The mortgage loan is payable in monthly installments of $5,625 plus interest, with a final balloon payment of $219,375 due December 1, 2004. Interest is calculated at the bank's base rate plus 1%. This mortgage loan is secured by a first lien on the premises and an assignment of rents and leases on the premises.
	Stock volatility		179%	56%	59%
Proceeds from the sale of equipment and a building, as discussed in Note 17, will be used to pay down long term debt. The aggregate maturities of long-term debt outstanding as of December 31 for each of the five years subsequent to 2001, including amounts outstanding under the Credit Agreement, are as follows: $1,279,761 in 2002; $2,024,726 in 2003; $7,918,956 in 2004; $1,329,861 in 2005; $964,082 in 2006; and $1,576,304 thereafter. As a result of the modifications to the Credit Agreement and the Company's cost reduction initiatives, management believes cash provided by operations and amounts available from its Credit Agreement are expected to be sufficient to meet the Company's cash requirements through the next fiscal year.
	Expected option life		10.00	10.00	9.77
(8)		Leases
		The Company is obligated under several capital leases for certain machinery and equipment that expire at various dates during the next year. At December 31, 2001 and 2000, the gross amount of plant and equipment and related accumulated amortization recorded under capital leases were as follows:

-~~F16~~F15-

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) ~~December 31, 2000 and 1999~~

The Company applies APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net income would have been reduced to the pro forma amounts indicated below:

	2000	1999	1998
Net income (loss): As reported	$(4,728,489)	2,506,920	2,864,427
Pro forma	$(4,873,956)	2,395,469	2,744,554
Net income (loss) per share: As reported: basic and diluted	$(.86)	.45	.52
Pro forma: basic and diluted	$(.88)	.43	.50

	(b)	Warrants In connection with the Company's merger with its predecessor, warrants to purchase 1,000,000 shares of Common Stock were issued at exercise prices ranging from $7.00 to $10.00. These warrants expire on November 9, 2002. In 1998, third parties exchanged 922,300 warrants which were issued in connection with the Company's predecessor's IPO for 108,505 shares of common stock. In addition during 1998, 100,000 warrants issued in connection with such IPO were repurchased for $34,178.
(11)		Income Taxes The provision for (benefit of) income taxes for the years ended December 31, 2000, 1999 and 1998 consists of the following:

Rent expense under operating leases for the years ended December 31, 2001, 2000 and 1999 was $1,629,354, $1,841,268, and $1,178,058, respectively.

	2000	1999	1998
Current Federal	$ (990,000)	1,268,000	1,484,000
State	(276,000)	281,000	256,000
	(1,266,000)	1,549,000	1,740,000
Deferred: Federal	(1,240,000)	82,000	200,000
State	(37,000)	45,000	(39,000)
	(1,277,000)	127,000	161,000
	$ (2,543,000)————	1,676,000————	1,901,000————

Future minimum lease payments under non-cancelable operating leases (with initial remaining lease terms in excess of one year) and the present value of future minimum capital lease payments as of December 31, 2001 are:

-F17-


			Capital Leases		Operating Leases
Year ending December 31:
	2002	$	135,504	$	1,307,858
	2003		----		1,019,352
	2004		----		879,800
	2005		----		839,439
	2006		----		872,016
	2007 and thereafter		----		807,641

Total minimum lease payments			135,504	$	5,681,106 ————

Less amount representing interest (at rates ranging from 7.25% to 8.75%)			3,745
Net principal portion			131,759
Less portion due within one year			131,759

Long-term portion		$	0 ————

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2000 and 1999-F16-

~~The~~DISC ~~provision for income taxes for the years ended December 31~~GRAPHICS, ~~2000, 1999, and 1998 differed from the amounts computed by applying the Federal income tax rate of 34% primarily as a result of state and local income taxes, net of Federal income tax benefits~~INC. AND ~~The~~SUBSIDIARIES Notes ~~tax effects of temporary differences that give rise~~ to aConsolidated ~~significant~~Financial ~~portion of the net deferred tax asset~~ Statements(~~liability~~continued) ~~at December 31, 2000 and 1999 are as follows:~~

		2000	1999
(9)		Stockholders' Equity
	Deferred tax assets: Inventory valuation	$ 47,000	45,000
		(a)		Stock Options
	Allowance for doubtful accounts	509,000	470,000
				Pursuant to the Company's 1995 Incentive Stock Option Plan (the "Plan"), an aggregate of 500,000 shares of the Company's Common Stock are reserved for issuance upon the exercise of options granted pursuant to the Plan. Officers, key employees, directors and certain consultants and advisors to the Company are eligible to participate in the Plan. The Plan may issue incentive stock options and nonqualified stock options. Options are granted at the market price on the date of grant and expire in five or ten years. The duration of any option granted under this Plan must be fixed by the Incentive Stock Option Committee in its sole discretion and no option may be exercised until at least six months after the date of grant. At December 31, 2001, there were 277,854 additional shares available for grant under the Plan.
	Uniform cost capitalization for inventory	47,000	67,000
		Changes in options outstanding are as follows:
	Accrued vacation	110,000	133,000
	Accrued salaries and commissions	31,000	57,000
	Sales return allowance	----	48,000
	Reserve for asset impairment	1,176,000	-------
	Investment tax credit carryforwards and others	974,000	613,000
	Total deferred tax assets	2,894,000	1,433,000
	Less valuation allowance	(857,000)	(341,000)
	Net deferred tax assets	2,037,000	1,092,000
	Deferred tax liability: Accelerated depreciation for tax purposes	(1,247,000)	(1,579,000)
	Net deferred tax asset (liability)	$ 790,000 ————	(487,000)————

The valuation allowance for deferred tax assets as of December 31, 2000 and 1999 was $857,000 and $341,000, respectively. The net change in the total valuation allowance for the year ended December 31, 2000 was an increase of $516,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, as well as the availability of carryback claims, management believes that it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2000. At December 31, 2000, the Company has available New York State investment tax credit carryforwards aggregating approximately $1,433,000 expiring through 2015.


	Shares			Weighted-average exercise price

Outstanding December 31, 1998	301,429		$	3.96
Granted	2,000			3.06
Forfeited	(1,573	)		4.50

Outstanding December 31, 1999	301,856			3.97
Granted	2,000			3.04
Forfeited	(63,010	)		4.63

Outstanding December 31, 2000	240,846			3.78
Granted	2,000			1.44
Forfeited	(20,700	)		4.09

Outstanding December 31, 2001	222,146 ———			3.73

Exercisable at December 31, 2001	222,146 ———		$	3.73 ———

~~-F18-~~The exercise price of options exercisable as of December 31, 2001 was from $1.44 to $4.50.

~~DISC~~ The ~~GRAPHICS,~~weighted ~~INC. AND~~average ~~SUBSIDIARIES Notes~~remaining tolife ~~Consolidated~~of ~~Financial~~options ~~Statements (continued)~~ outstanding as of December 31, ~~2000~~2001, ~~and~~was ~~1999~~4.84 years.

(12)	Related Party Transactions The Company leases one of its operating facilities from an entity which is owned by several officers, directors and stockholders of the Company. The lease is for a fifteen year term expiring in 2007 and requires minimum annual rental payments of $348,000. Rentals paid to the entity were $348,000 in each of the years ended December 31, 2000, 1999 and 1998, and a security deposit of $115,000 paid on the lease is included in security deposits and other assets at December 31, 2000.
(13)	Commitments and Contingencies In 1992, the Company entered into consulting agreements, as amended, to provide three of its shareholders a minimum annual consulting fee of $37,333 through August 31, 2001. The aggregate expense under these agreements was $111,999 in each of the years ended December 31, 2000, 1999 and 1998. The Company has entered into a joint venture agreement with two other entities for the purpose of acquiring and operating a facility to produce reenforced folding cartons. Initial funding of $225,000 is included in "Security Deposits and Other Assets" in the accompanying consolidated balance sheet as of December 31, 2000. The Company is obligated to fund an additional $625,000 which is expected to be made in 2001. Additional contributions may also be required to fund the ventures operations.
(14)	Benefit Plans The Company maintains an Employee 401(k) Savings Plan. The plan is a defined contribution plan which is administered by the Company. All employees are eligible for voluntary participation upon completing three consecutive months of service. The plan provides for growth in savings through contributions and income from investments. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Plan participants are allowed to contribute a specified percentage of their base salary. The Company matches the participants' contributions up to a maximum of 3% of compensation. The costs related to the plan approximated $322,000, $224,000, and $116,000 for the years ended December 31, 2000, 1999 and 1998, respectively.
(15)	Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of all financial instruments classified as current assets or current liabilities are deemed to approximate fair value because of the short maturity of these investments. In the opinion of management, the fair values of long-term debt and capital leases are not materially different from their carrying values based on the related interest rates compared to rates currently available to the Company.

The assumptions used in determining the weighted average fair value of options granted are as follows:

-~~F19~~F17-

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) ~~December 31, 2000 and 1999~~

(16)	Business and Credit Concentrations Most of the Company's customers are located in the United States. No one customer accounted for more than 10% of the Company's sales for 2000, 1999, and 1998. At December 31, 2000 and 1999, three customers (aggregating 20%) and two customers (aggregating 19%) each accounted for more than 5% of the net accounts receivable balance, respectively. The Company generally grants credit based upon analysis of the customer's financial position and previously established buying and selling patterns.
			2001		2000		1999
(17)	Asset Impairment Charge As a result of weakening sales in the fourth quarter of 2000 and first quarter of 2001, the Company approved a plan to close its Indiana facility and sell certain manufacturing equipment during March 2001. In connection with this plan, the Company reassessed the recoverability of the related long-lived assets. This reassessment resulted in the recording of a non-cash charge of $3,458,000 during the fourth quarter of 2000. The Company wrote-off the remaining goodwill relating to the acquisition of the Indiana facility of $295,000. In addition, the Company estimated a loss of $3,163,000 in connection with the sale of certain manufacturing equipment and a building. The amount of the loss was estimated based on information received from equipment manufacturers and brokers and is subject to change based on the proceeds the Company realizes upon the actual sale of the related equipment and a building.
	Weighted average fair value	$	1.44		3.04		3.06
	Divided yield		----		----		----
	Risk free interest rate		4.92	%	6.56	%	4.70	%
	Stock volatility		222	%	179	%	56	%
	Expected option life		10.00		10.00		10.00

~~-F20-~~ The Company applies APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net income would have been reduced to the pro forma amounts indicated below:

DISC GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2000 and 1999


			2001		2000		1999

Net income (loss):
	As reported	$	(3,107,477	)	(4,728,489	)	2,506,920
	Pro forma	$	(3,109,293	)	(4,781,476	)	2,395,469

Net income (loss) per share:
As reported: basic and diluted		$	(.56	)	(.86	)	.45
Pro forma: basic and diluted		$	(.56	)	(.87	)	.43

(18b) ~~Unaudited~~Warrants ~~Quarterly~~In ~~Financial~~connection ~~Information~~with ~~The~~the ~~following~~Company's ismerger awith ~~summary~~its predecessor, warrants to purchase 1,000,000 shares of ~~unaudited~~Common ~~quarterly~~Stock ~~operating~~were ~~results~~issued ~~for~~at ~~fiscal~~exercise ~~2000~~prices ~~and~~ranging ~~1999~~from ~~(in~~$7.00 ~~thousands,~~to ~~except~~$10.00. ~~per~~These ~~share~~warrants ~~amounts):~~expire on November 9, 2002.

		2000
	FirstQuarter	SecondQuarter	ThirdQuarter	FourthQuarter
Net sales	$ 16,572	15,595	17,804	15,405
Gross profit	2,894	1,845	3,299	3,694
Net income (loss)	(545)	(1,291)	(360)	*(2,532)
Net income (loss) per share: Basic and diluted	(.10)———	(.23)———	(.07)———	(.46)———
		1999
	FirstQuarter	SecondQuarter	ThirdQuarter	FourthQuarter
Net sales	$ 14,895	14,708	18,972	19,413
Gross profit	3,424	4,091	4,903	4,872
Net income	301	700	748	758
Net income per share: Basic and diluted	.05———	.13———	.14———	.14———


(10)		Income Taxes

		The (benefit of) provision for income taxes for the years ended December 31, 2001, 2000 and 1999 consists of the following:


			2001		2000		1999

Current
	Federal	$	(1,347,214	)	(990,000	)	1,268,000
	State		(290,000	)	(276,000	)	281,000
			(1,637,214	)	(1,266,000	)	1,549,000

* Includes a $2,248,000 (net of tax) asset impairment charge (see Note 17).-F18-

DISC ~~-F21-~~ GRAPHICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements(continued)

DISC GRAPHICS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


Deferred:
	Federal		(156,000	)	(1,240,000	)	82,000
	State		(18,000	)	(37,000	)	45,000
			(174,000	)	(1,277,000	)	127,000
		$	(1,811,214 ————	)	(2,543,000 ————	)	1,676,000 ————

Col. A.	Col. B.	Col. C.	Col. D.	Col. E.	Col. F.
Classification	Balance at Beginning of Period	Charged toCost andExpense	Deduction(1)	Other	Balance at End of Period
For the year ended December 31, 1998: Allowance for doubtful accounts	$ 1,162,000	$ 403,000	$ (233,000)		$ 1,332,000
For the year ended December 31, 1999: Allowance for doubtful accounts	$ 1,332,000	$ 423,000	$ (337,000)		$ 1,418,000
For the year ended December 31, 2000: Allowance for doubtful accounts	$ 1,418,000	$ 940,000	$ (860,000)		$ 1,498,000


		The (benefit of) provision for income taxes for the years ended December 31, 2001, 2000, and 1999 differed from the amounts computed by applying the Federal income tax rate of 34% primarily as a result of state and local income taxes, net of Federal income tax benefits. The tax effects of temporary differences that give rise to a significant portion of the net deferred tax asset (liability) at December 31, 2001 and 2000 are as follows:

-F22-


					2001		2000

Deferred tax assets:
	Inventory valuation			$	54,000		47,000
	Allowance for doubtful accounts				487,000		509,000
	Uniform cost capitalization for inventory				25,000		47,000
	Accrued vacation				87,000		110,000
	Accrued salaries and commissions				22,000		31,000
	Net operating loss carryforward				1,202,000		----
	Reserve for asset impairment				1,176,000		1,176,000
	Investment tax credit carryforwards and others				835,000		974,000
		Total deferred tax assets			3,888,000		2,894,000

			Less valuation allowance		(898,000	)	(857,000	)
	Net deferred tax assets				2,990,000		2,037,000

Deferred tax liability:
	Accelerated depreciation for tax purposes				(2,024,595	)	(1,247,000	)

		Net deferred tax asset		$	965,405 ————		790,000 ————

~~____________________ (1) Deductions relate to uncollectible accounts charged off to valuation accounts, net of recoveries.~~-F19-

~~ITEM~~DISC 9GRAPHICS, INC. AND ~~Changes~~SUBSIDIARIES Notes into ~~and~~Consolidated ~~Disagreements With Accountants on Accounting and~~ Financial ~~Disclosure Not applicable.~~Statements(continued)

-20-


		The valuation allowance for deferred tax assets as of December 31, 2001 and 2000 was $898,000 and $857,000, respectively. The net change in the total valuation allowance for the year ended December 31, 2001 was an increase of $41,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, as well as the availability of carryback claims, management believes that it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2001. At December 31, 2001, the Company has available New York State investment tax credit carryforwards aggregating approximately $1,455,000 expiring through 2016.

(11)		Related Party Transactions

		The Company leases one of its operating facilities from an entity which is owned by several officers, directors and stockholders of the Company. The lease is for a fifteen year term expiring in 2007 and requires minimum annual rental payments of $348,000. Rentals paid to the entity were $348,000 in each of the years ended December 31, 2001, 2000 and 1999, and a security deposit of $115,000 paid on the lease is included in security deposits and other assets at December 31, 2001.

(12)		Commitments and Contingencies

		The Company was party to consulting agreements, as amended, to provide three of its shareholders a minimum annual consulting fee of $37,333 which expired on August 31, 2001. The aggregate expense under these agreements was $74,665 in 2001 and $111,999 in each of the years ended December 31, 2000 and 1999. The Company has entered into a joint venture agreement with two other entities for the purpose of acquiring and operating a facility to produce reenforced folding cartons. Initial funding of $225,000 is included in "Security Deposits and Other Assets" in the accompanying consolidated balance sheet as of December 31, 2001. The Company was obligated to fund an additional $625,000 which was made in 2001.

~~PART III~~-F20-

InDISC ~~accordance with General Instruction G(3) to Form 10-K~~GRAPHICS, ~~except as~~INC. ~~indicated~~ AND ~~in the following sentence, the information called for by Items 10, 11,~~SUBSIDIARIES ~~12 and 13 is incorporated by reference to the Registrant's definitive Proxy~~ ~~Statement~~Notes ~~pursuant~~ to ~~Regulation~~Consolidated ~~14A~~Financial ~~for the Registrant's 2001 Annual Meeting of Stockholders. As permitted by General Instruction G~~Statements(3continued) ~~to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, the information on executive officers called for by Item 10 is included in Part I of this Annual Report.~~

PART IV


(13)		Benefit Plans

		The Company maintains an Employee 401(k) Savings Plan. The plan is a defined contribution plan which is administered by the Company. All employees are eligible for voluntary participation upon the first day of the month following their employment commencement date. The plan provides for growth in savings through contributions and income from investments. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Plan participants are allowed to contribute a specified percentage of their base salary. The Company had matched the participants' contributions up to a maximum of 3% of compensation. As of July 1, 2001, the Company discontinued matching the participants' contributions. The costs related to the plan approximated $144,000, $322,000, and $224,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

(14)		Fair Value of Financial Instruments

		The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of all financial instruments classified as current assets or current liabilities are deemed to approximate fair value because of the short maturity of these investments. In the opinion of management, the fair values of long-term debt and capital leases are not materially different from their carrying values based on the related interest rates compared to rates currently available to the Company.

(15)		Business and Credit Concentrations

		Most of the Company's customers are located in the United States. No one customer accounted for more than 10% of the Company's sales for 2001, 2000, and 1999. At December 31, 2001 and 2000, three customers (aggregating 18%) and three customers (aggregating 20%) each accounted for more than 5% of the net accounts receivable balance, respectively. The Company generally grants credit based upon analysis of the customer's financial position and previously established buying and selling patterns.

(16)		Asset Impairment Charge

		As a result of weakening sales in the fourth quarter of 2000 and first quarter of 2001, the Company approved a plan to close its Indiana facility and sell certain manufacturing equipment during March 2001. In connection with this plan, the Company reassessed the recoverability of the related long-lived assets. This reassessment resulted in the recording of a non-cash charge of $3,458,000 during the fourth quarter of 2000. The Company wrote-off the remaining goodwill relating to the acquisition of the Indiana facility of $295,000. In addition, the Company estimated a loss of $3,163,000 in connection with the sale of certain manufacturing equipment and a building. The amount of the loss was estimated based on information received from equipment manufacturers and brokers and is subject to change based on the proceeds the Company realizes upon the actual sale of the related equipment and a building.

~~ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8~~-KF21-

(a)	Documents filed with this Report:
	(1)	Financial Statements. (See Item 8 above.) Disc Graphics, Inc. Consolidated Financial Statements for each of the three years in the three-year period ended December 31, 2000.
	(2)	Financial Statement Schedules. (See Item 8 above.) Schedule II - Valuation and Qualifying Accounts
	(3)	Exhibits: See Exhibit Index included elsewhere in this Report.
(b)	Reports on Form 8-K. No reports on Form 8-K were filed by the Company during the fourth quarter of 2000.
(c)	Exhibits. See Exhibit Index included elsewhere in this Report.
(d)	Financial Statement Schedules. See Items 8 and 14(a)(2) above.

DISC GRAPHICS, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(continued)

-21-


		In the fourth quarter of 2001, the Company recorded a charge related to the impairment of intangible assets in connection with the CCG acquisition of $3,617,000. During the fourth quarter, the Company made the determination to abandon the business acquired in the CCG Acquisition based on unprofitable sales, the disposition of substantially all physical assets related thereto, and the termination of employment of the previous Officers of CCG.

(17)		Unaudited Quarterly Financial Information

		The following is a summary of unaudited quarterly operating results for fiscal 2001 and 2000 (in thousands, except per share amounts):

EXHIBIT INDEX


						2001

			First Quarter		Second Quarter		Third Quarter		Fourth Quarter

Net sales		$	13,789		13,024		13,775		12,084
Gross profit			2,466		2,153		3,232		2,743
Net (loss) income			(744	)	(869	)	322		*(1,818	)
Net (loss) income per share:
	Basic and diluted		(.13 ———	)	(.16 ———	)	.06 ———		(.33 ———	)

						2000

			First Quarter		Second Quarter		Third Quarter		Fourth Quarter

Net sales		$	16,572		15,595		17,804		15,405
Gross profit			2,894		1,845		3,299		3,694
Net (loss) income			(545	)	(1,291	)	360		*(2,532	)
Net (loss) income per share:
	Basic and diluted		(.10 ———	)	(.23 ———	)	(.07 ———	)	(.46 ———	)

Exhibit		Description
2		Agreement and Plan of Merger dated as of May 8, 1995 between the Registrant and Old Disc (filed as Exhibit 2.1 to the Form S-4 Registration Statement, Amendment No. 1 dated August 31, 1995 [File No. 33-94068]*).
2.1		Asset Purchase Agreement dated as of July 1, 1999, by and among the Registrant, Contemporary Color Graphics, Inc. ("CCG") and the shareholders of CCG named therein (filed as Exhibit 2.1 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).
2.2		Promissory Note dated July 1, 1999, made by the Registrant to CCG in the principal sum of $1.0 million (filed as Exhibit 2.2 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).
2.3		Supplemental Note dated July 1, 1999, made by the Registrant to CCG in the principal sum of $1.0 million (filed as Exhibit 2.3 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).
2.4		Security Agreement dated July 1, 1999 between the Registrant and CCG (filed as Exhibit 2.4 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).
2.5		Agreement of Amendment dated July 1, 1999, between KeyBank National Association and the Registrant (filed as Exhibit 2.5 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).
3.1		Restated Certificate of Incorporation of the Registrant (filed as Exhibit 4.a to the Current Report on Form 8-K dated October 27,1995, as amended by the Form 8-K/A Amendment No. 1 thereto*).
3.2		Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2 to Form 8-A, filed June 21, 1996*).
4.1		Redeemable Warrant Agreement between the Registrant and American Stock Transfer & Trust Company, as warrant agent, including the form of Certificates representing the Class A Warrants (filed as Exhibit 4.3 to the Form S-1 Registration Statement, declared effective November 9, 1993 [File No. 33-62980]*).
4.2		Form of Merger Warrants, with Schedule indicating particular terms of each of 60 individual warrants (filed as Exhibit 4.f to the Current Report on Form 8-K dated October 27, 1995, as amended by the Form 8-K/A Amendment No. 1 thereto*).
4.3		1995 Incentive Stock Option Plan (filed as Exhibit 4.5 to the Form S-4 Registration Statement, Amendment No. 1 dated August 31, 1995 [File No. 33-94068]*).
4.4		Agreement dated as of October 27, 1995 between certain stockholders of the Registrant and certain stockholders of Old Disc, a New York corporation (filed as Exhibit 4.h to the Current Report on Form 8-K dated October 27, 1995, as amended by the Form 8-K/A Amendment No. 1 thereto*).
-22-

Net income per share calculations for each of the quarters are based on weighted average numbers of share outstanding in each period. Therefore, the sum of the quarters in a year does not necessarily equal the year's earnings per share.

Certain amounts from previous quarters have been reclassified to conform with the fourth quarter 2001 classifications.

* Includes a $2,286,000 and $2,248,000 (net of tax) asset impairment charge for 2001 and 2000, respectively, (see Note 17).

4.5		Form of certificate evidencing shares of Common Stock (filed as an Exhibit to the Registration Statement on Form S-1, File No. 33-62980 declared effective on November 9, 1993*).
4.6		Option to purchase 50,000 shares in favor of Jeffrey J. Bowe, dated October 24, 1997 (filed as an Exhibit to the Registrant's Form 10-K for the fiscal year ended December 31, 1997*).
4.7		Convertible Debenture due July 1, 2002, issued by the Registrant to CCG on July 1, 1999, in the principal amount of 600,000 (filed as Exhibit 4.1 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).
9.1		Voting and Registration Rights Agreement dated October 30, 1995 among the Registrant and its shareholders listed in Exhibit 1 thereto (filed as Exhibit 4.b to the Current Report on Form 8-K dated October 27, 1995, as amended by the Form 8-K/A Amendment No.1 thereto*).
10.1		Security Agreement dated February 26, 1997 between the Registrant and KeyBank National Association (filed as Exhibit 10.a to Registrant's Form 10-K for the fiscal year ended December 31, 1996*).
10.2		Asset Purchase Agreement dated as of May 17, 1996, by and among Registrant, Pointille, Inc. and the shareholders of Pointille (filed as Exhibit 2 to the Current Report on Form 8-K dated May 18, 1996*).
10.3		Form of Indemnification Agreement between RCL and the directors and officers of the Registrant (filed as an Exhibit to the Registration Statement on Form S-1, File No. 33-62980, declared effective on November 9, 1993*).
10.4		Management Agreement between RCL and RCL Capital Partners, Inc., formerly RCL Management Corp., dated October 1, 1992 (filed as an Exhibit to the Registration Statement on Form S-1, File No. 33-62980, declared effective on November 9, 1993*).
10.5		Agreement of Lease, dated as of December 1, 1992 between Registrant and Horizon Equity Partners, LP (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995*).
10.6		Agreement of Lease, dated as of September 15, 1993 between Registrant and Everis Realty Corp. (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995*).
10.7		Agreement of Lease, dated as of June 14, 1995 between Disc Graphics Label Group, Inc. and Kertzner Associates, Ltd. (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068, declared effective on October 30, 1995*).
10.8		Form of Employment Agreement, dated June 28, 1995, between Registrant and Donald Sinkin (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995*).
10.9		Form of Employment Agreement, dated June 28, 1995, between Registrant and John A. Rebecchi (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995*).
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-F22-

10.10		Form of Employment Agreement, dated June 28, 1995, between Registrant and Stephen Frey (filed as Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective October 30, 1995*).
10.11		Asset Purchase Agreement between Registrant and Benham Press, Inc. dated as of September 19, 1997 (filed as an Exhibit to the Registrant's Form 10-K for the fiscal year ended December 31, 1997*).
10.12		Employment Agreement between Registrant and Jeffrey J. Bowe dated as of October 24, 1997 (filed as an Exhibit to the Registrant's Form 10-K for the fiscal year ended December 31, 1997*).
10.13		$675,000 Mortgage and Security Agreement between Registrant and KeyBank National Association dated January 16, 1998 (filed as Exhibit "10.M" to the Registrant's Form 10-K for the fiscal year ended December 31, 1997*).
10.14		Amended and Restated Credit Agreement dated December 1, 1998 between the Registrant and KeyBank National Association (filed as Exhibit "10.N" to the Registrant's Form 10-K for the fiscal year ended December 31, 1998*).
10.15		Borrower's Confirmation of Security Agreement dated December 1, 1998 between the Registrant and KeyBank National Association (filed as Exhibit "10.O" to the Registrant's Form 10-K for the fiscal year ended December 31, 1998*).
10.16		Assignment and Assumption, dated as of January 1, 2000 between Allied Digital Technologies Corp., Registrant and Lee Halpern and Larry Halpern.**
10.17		Second Amendment to Commercial Lease, dated as of February 16, 2000 between Registrant and William S. Pine and Lisa Pine Trust u/d/t.**
10.18		Extension and Expansion Agreement Lease, dated as of February 17, 2000 between Registrant and Kerzner Associates Limited.**
10.19		Sublease, dated as of January 1, 2000 between Registrant and Banco Union, New York Agency.**
10.20		Amendment No. 2 to Amended and Restated Credit Agreement, dated December 1, 1998, between the Registrant and the Dime Savings Bank of New York, FSB f/k/a KeyBank National Association.**
10.21		Borrower's Confirmation of Security Agreement dated February 25, 2000, between the Registrant and The Dime Savings Bank of New York, FSB, f/k/a KeyBank National Association.**
10.22		Supplemental Revolving Credit Note dated July 10, 2000, between the Registrant and The Dime Savings Bank of New York, FSB, f/k/a KeyBank National Association.
10.23		Installment Promissory Note and Security Agreement dated December 29, 2000 between the Registrant and Pinnacle Capital Corporation ("PCC").
10.24		Installment Promissory Note and Security Agreement dated December 29, 2000 between the Registrant and Peoples Capital and Leasing Corp. ("People's").
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DISC GRAPHICS, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

21.1		Subsidiaries of the Company.**
Col. A.	Col. B.	Col. C.	Col. D.	Col. E.	Col. F.
23		Consent of Independent Accountants.**
Classification	Balance at Beginning of Period	Charged toCost andExpense	Deduction(1)	Other	Balance at End of Period
25.1		Power of Attorney (included in the signature page of this Report).**
For the year ended December 31, 1999: Allowance for doubtful accounts	$ 1,332,000	$ 423,000	$ (337,000)		$ 1,418,000
________________* Document previously filed and incorporated herein by reference ** Document filed herewith.
For the year ended December 31, 2000: Allowance for doubtful accounts	$ 1,418,000	$ 940,000	$ (860,000)		$ 1,498,000
For the year ended December 31, 2001: Allowance for doubtful accounts	$ 1,498,000	$ 729,000	$ (947,000)		$ 1,280,000

~~-25-~~____________________ 1 Deductions relate to uncollectible accounts charged off to valuation accounts, net of recoveries.

-F23-


ITEM 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

		On October 12, 2001, the Company dismissed its independent accountant KPMG LLP ("KPMG"), effective immediately. This decision was approved by the Audit Committee Meeting of the Company's Board of Directors. On October 12, 2001, the Company engaged PricewaterhouseCoopers LLP ("PWC") as its new independent accountant and auditor. This decision was approved by the Audit Committee of the Board of Directors of the Company. The reports of KPMG on the Company's consolidated financial statements as of December 31, 2000 and 1999 and for each of the years then ended did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's fiscal years ended December 31, 2000 and 1999 and subsequent interim periods to October 12, 2001, there were no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. The Company requested KPMG to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements made by the Company in this Form 8-K. A copy of such letter, dated October 19, 2001, was filed as an Exhibit to the Company's Current Report on Form 8-K filed with the Commission on October 19, 2001 and incorporated herein by reference.

PART III

In accordance with General Instruction G(3) to Form 10-K, except as indicated in the following sentence, the information called for by Items 10, 11, 12 and 13 is incorporated by reference to the Registrant's definitive Proxy Statement pursuant to Regulation 14A for the Registrant's 2002 Annual Meeting of Stockholders. As permitted by General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, the information on executive officers called for by Item 10 is included in Part I of this Annual Report.

PART IV


ITEM 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)	Documents filed with this Report:

	(1)	Financial Statements. (See Item 8 above.) Disc Graphics, Inc. Consolidated Financial Statements for each of the three years in the three-year period ended December 31, 2002.

	(2)	Financial Statement Schedules. (See Item 8 above.) Schedule II - Valuation and Qualifying Accounts

	(3)	Exhibits: See Exhibit Index included elsewhere in this Report.

(b)	On October 19, 2001, the Company filed a Report on Form 8-K reporting the dismissal of its independent accountant, KPMG LLP, and the engagement of PricewaterhouseCoopers LLP as its new independent accountant.

(c)	Exhibits. See Exhibit Index included elsewhere in this Report.

(d)	Financial Statement Schedules. See Items 8 and 14(a)(2) above.

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		EXHIBIT INDEX
Exhibit		Description


	2		Agreement and Plan of Merger dated as of May 8, 1995 between the Registrant and Old Disc (filed as Exhibit 2.1 to the Form S-4 Registration Statement, Amendment No. 1 dated August 31, 1995 [File No. 33-94068]).*

	2.1		Asset Purchase Agreement dated as of July 1, 1999, by and among the Registrant, Contemporary Color Graphics, Inc. ("CCG") and the shareholders of CCG named therein (filed as Exhibit 2.1 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).*

	2.2		Promissory Note dated July 1, 1999, made by the Registrant to CCG in the principal sum of $1.0 million (filed as Exhibit 2.2 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).*

	2.3		Supplemental Note dated July 1, 1999, made by the Registrant to CCG in the principal sum of $1.0 million (filed as Exhibit 2.3 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).*

	2.4		Security Agreement dated July 1, 1999 between the Registrant and CCG (filed as Exhibit 2.4 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).*

	2.5		Agreement of Amendment dated July 1, 1999, between KeyBank National Association and the Registrant (filed as Exhibit 2.5 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).

	3.1		Restated Certificate of Incorporation of the Registrant (filed as Exhibit 4.a to the Current Report on Form 8-K dated October 27,1995, as amended by the Form 8-K/A Amendment No. 1 thereto).*

	3.2		Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2 to Form 8-A, filed June 21, 1996).*

	4.1		Redeemable Warrant Agreement between the Registrant and American Stock Transfer & Trust Company, as warrant agent, including the form of Certificates representing the Class A Warrants (filed as Exhibit 4.3 to the Form S-1 Registration Statement, declared effective November 9, 1993 [File No. 33-62980]).*

	4.2		Form of Merger Warrants, with Schedule indicating particular terms of each of 60 individual warrants (filed as Exhibit 4.f to the Current Report on Form 8-K dated October 27, 1995, as amended by the Form 8-K/A Amendment No. 1 thereto).*

	4.3		1995 Incentive Stock Option Plan (filed as Exhibit 4.5 to the Form S-4 Registration Statement, Amendment No. 1 dated August 31, 1995 [File No. 33-94068]).*

	4.4		Agreement dated as of October 27, 1995 between certain stockholders of the Registrant and certain stockholders of Old Disc, a New York corporation (filed as Exhibit 4.h to the Current Report on Form 8-K dated October 27, 1995, as amended by the Form 8-K/A Amendment No. 1 thereto).*

-22-


	4.5		Form of certificate evidencing shares of Common Stock (filed as an Exhibit to the Registration Statement on Form S-1, File No. 33-62980 declared effective on November 9, 1993).*

	4.6		Option to purchase 50,000 shares in favor of Jeffrey J. Bowe, dated October 24, 1997 (filed as an Exhibit to the Registrant's Form 10-K for the fiscal year ended December 31, 1997).*

	4.7		Convertible Debenture due July 1, 2002, issued by the Registrant to CCG on July 1, 1999, in the principal amount of $600,000 (filed as Exhibit 4.1 to the Registrant's Form 8-K dated July 1, 1999 and incorporated herein by reference).*
	9.1		Voting and Registration Rights Agreement dated October 30, 1995 among the Registrant and its shareholders listed in Exhibit 1 thereto (filed as Exhibit 4.b to the Current Report on Form 8-K dated October 27, 1995, as amended by the Form 8-K/A Amendment No.1 thereto).*

	10.1		Security Agreement dated February 26, 1997 between the Registrant and KeyBank National Association (filed as Exhibit 10.a to Registrant's Form 10-K for the fiscal year ended December 31, 1996).*

	10.2		Purchase Agreement dated as of May 17, 1996, by and among Registrant, Pointille, Inc. and the shareholders of Pointille (filed as Exhibit 2 to the Current Report on Form 8-K dated May 18, 1996).*

	10.3		Form of Indemnification Agreement between RCL and the directors and officers of the Registrant (filed as an Exhibit to the Registration Statement on Form S-1, File No. 33-62980, declared effective on November 9, 1993).*

	10.4		Management Agreement between RCL and RCL Capital Partners, Inc., formerly RCL Management Corp., dated October 1, 1992 (filed as an Exhibit to the Registration Statement on Form S-1, File No. 33-62980, declared effective on November 9, 1993).*

	10.5		Agreement of Lease, dated as of December 1, 1992 between Registrant and Horizon Equity Partners, LP (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995).*

	10.6		Agreement of Lease, dated as of September 15, 1993 between Registrant and Everis Realty Corp. (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995).*

	10.7		7Agreement of Lease, dated as of June 14, 1995 between Disc Graphics Label Group, Inc. and Kertzner Associates, Ltd. (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068, declared effective on October 30, 1995).*

	10.8		Form of Employment Agreement, dated June 28, 1995, between Registrant and Donald Sinkin (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995).*

-23-


	10.9		Form of Employment Agreement, dated June 28, 1995, between Registrant and John A. Rebecchi (filed as an Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective on October 30, 1995).*

	10.10		Form of Employment Agreement, dated June 28, 1995, between Registrant and Stephen Frey (filed as Exhibit to the Registration Statement on Form S-4, File No. 33-94068 declared effective October 30, 1995).*

	10.11		Asset Purchase Agreement between Registrant and Benham Press, Inc. dated as of September 19, 1997 (filed as an Exhibit to the Registrant's Form 10-K for the fiscal year ended December 31, 1997).*

	10.12		Employment Agreement between Registrant and Jeffrey J. Bowe dated as of October 24, 1997 (filed as an Exhibit to the Registrant's Form 10-K for the fiscal year ended December 31, 1997).*

	10.13		$675,000 Mortgage and Security Agreement between Registrant and KeyBank National Association dated January 16, 1998 (filed as Exhibit "10.M" to the Registrant's Form 10-K for the fiscal year ended December 31, 1997).*

	10.14		Amended and Restated Credit Agreement dated December 1, 1998 between the Registrant and KeyBank National Association (filed as Exhibit "10.N" to the Registrant's Form 10-K for the fiscal year ended December 31, 1998).*

	10.15		Borrower's Confirmation of Security Agreement dated December 1, 1998 between the Registrant and KeyBank National Association (filed as Exhibit "10.O" to the Registrant's Form 10-K for the fiscal year ended December 31, 1998).*

	10.16		Assignment and Assumption, dated as of January 1, 2000 between Allied Digital Technologies Corp., Registrant and Lee Halpern and Larry Halpern.*

	10.17		Second Amendment to Commercial Lease, dated as of February 16, 2000 between Registrant and William S. Pine and Lisa Pine Trust u/d/t.*

	10.18		Extension and Expansion Agreement Lease, dated as of February 17, 2000 between Registrant and Kerzner Associates Limited.*

	10.19		Sublease, dated as of January 1, 2000 between Registrant and Banco Union, New York Agency.*

	10.20		Amendment No. 2 to Amended and Restated Credit Agreement, dated December 1, 1998, between the Registrant and the Dime Savings Bank of New York, FSB f/k/a KeyBank National Association.*

	10.21		Borrower's Confirmation of Security Agreement dated February 25, 2000, between the Registrant and The Dime Savings Bank of New York, FSB, f/k/a KeyBank National Association.*

	10.22		Supplemental Revolving Credit Note dated July 10, 2000, between the Registrant and The Dime Savings Bank of New York, FSB, f/k/a KeyBank National Association.*

	10.23		Installment Promissory Note and Security Agreement dated December 29, 2000 between the Registrant and Pinnacle Capital Corporation ("PCC").*

-24-


	10.24		Installment Promissory Note and Security Agreement dated December 29, 2000 between the Registrant and Peoples Capital and Leasing Corp. ("People's").*

	10.25		Installment Promissory Note and Security Agreement dated January 9, 2001 between the Registrant and Pinnacle Capital Corporation ("PCC").*

	10.26		Amendment No. 4 and waiver to Credit Agreement dated June 1, 2001 between the Registrant and the Dime Savings Bank of New York, FSB f/k/a KeyBank National Association.*

	10.27		Amendment No. 6 to the Credit Agreement dated December 28, 2001 between the Registrant and the Dime Savings Bank of New York, FSB f/k/a KeyBank National Association.**

	16.1		Letter of KPMG LLP, dated October 19, 2001 to the U.S. Securities and Exchange Commission.*

	21.1		Subsidiaries of the Company.*

	23.1		Consent of Independent Accountants (PricewaterhouseCoopers LLP).**

	23.2		Consent of Independent Accountants (KPMG LLP).**

	25.1		Power of Attorney (included in the signature page of this Report).**

_________________________

*Document previously filed and incorporated herein by reference.

**Document filed herewith.

-25-

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

DISC GRAPHICS, INC. ~~April~~March 161, ~~2001~~2002 By: /s/ Donald Sinkin Donald Sinkin, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Donald Sinkin, and Margaret M. Krumholz ~~and Frank A. Bress,~~ or any of them, with full power to act, his or her attorney-in-fact, with the power of substitution for him or her in any and all capacities, to sign any or all amendments to this report, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

-26-

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Donald SinkinDonald Sinkin	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	~~April~~March 161, ~~2001~~2002
/s/ Stephen FreyStephen Frey	Senior Vice President of Operations Secretary and Director (Principal Operating Officer)	~~April~~March 161, ~~2001~~2002
/s/ Margaret KrumholzMargaret Krumholz	Chief Financial Officer and Senior Vice President of Finance (Financial Officer and Principal Accounting Officer)	~~April~~March 161, ~~2001~~2002
/s/ John RebecchiJohn Rebecchi	Senior Vice President ofMarketing ~~Sales~~ and ~~Marketing~~New ~~and~~Business ~~Director~~Development	~~April~~March 161, ~~2001~~2002
/s/ Frank A. BressFrank A. Bress	Vice President for Legal Affairs and General Counsel	April 16, 2001
/s/ Daniel LevinsonDaniel Levinson	Director	March 1, 2002
/s/ Daniel LevinsonDaniel Levinson	Director	April 16, 2001
/s/ Seymour W. ZisesSeymour W. Zises	Director	March 1, 2002
/s/ Seymour W. ZisesSeymour W. Zises	Director	April 16, 2001
/s/ Mark L. FriedmanMark L. Friedman	Director	March 1, 2002
/s/ Mark L. FriedmanMark L. Friedman	Director	April 16, 2001

-27-

Name of Subsidiary State of Incorporation Disc Graphics Label Group, Inc. Delaware Four Seasons Litho, Inc. New York Cosmetic Sampling Technologies, Inc. Delaware

-28-

Machinery and equipment

Less accumulated amortization

2,055,865
————

Filing Compare · DISC GRAPHICS INC /DE/