UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM TO

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE TRANSITION PERIOD FROM TO

333-45235

COMMISSION FILE NUMBER

[GRAPHIC OMITTED]

PERRY JUDD’S HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		51-0365965
(State or other jurisdiction of		(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
incorporation or organization)
575 WEST MADISON STREET, WATERLOO, WISCONSIN		53594
(Address of principal executive offices)		(Zip Code)
920-478-3551
(Registrant’s telephone number, including area code)

575 WEST MADISON STREET, WATERLOO, WISCONSIN		53594
(Address of principal executive offices)		(Zip Code)

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 in the past 90 days. YES ý No o

~~920-478-3551~~As of August 14, 2002 there were 901,317 shares of Registrant’s Common Stock outstanding, par value $.001 per share. There is no established public trading market for the Registrant’s Common Stock.

(Registrant’s telephone number, including area code)

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 in the past 90 days. YES ý No o

As of May 1, 2002, there were 901,317 shares of Registrant’s Common Stock outstanding, par value $.001 per share. There is no established public trading market for the Registrant’s Common Stock.

PERRY JUDD’S HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2002

INDEX

PART I.	FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements
	ITEM 1. Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001
		Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001
		Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2002 and March 31, 2001
		Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2002 and 2001
		Condensed Consolidated Statements of Minority Interests, Preferred Stock and Stockholders’ Equity for the Three Months ended March 31, 2002
		Condensed Consolidated Statements of Minority Interests, Preferred Stock and Stockholders’ Equity for the Six Months ended June 30, 2002
		Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2002 and March 31, 2001
		Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2002 and 2001
		Notes to Condensed Consolidated Financial Statements
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk
	ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
PART II.	OTHER INFORMATION
PART II. OTHER INFORMATION
	Item 6.	Exhibits and Reports on Form 8-K
	ITEM 6. Exhibits and Reports on Form 8-K

PERRY JUDD’S HOLDINGS, INC.

ITEM I. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 2002 AND DECEMBER 31, 2001

~~MARCH~~(DOLLARS 31IN THOUSANDS, EXCEPT ~~2002~~PER SHARE AND ~~DECEMBER~~SHARE ~~31, 2001~~DATA)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

	June 30, 2002			December 31, 2001
	(Unaudited)			(Note)
ASSETS
Current Assets:
Cash and cash equivalents	$	2,096		$	4,123
Accounts receivable - net of allowance for doubtful accounts of $1,678 and $1,236, respectively	47,455			59,353
Inventories	13,354			14,624
Prepaid expenses	2,188			1,801
Deferred income taxes	1,043			1,079

Total current assets	66,136			80,980

Property, plant and equipment, at cost	154,319			148,694
Less accumulated depreciation and amortization	53,957			51,219

Property, plant and equipment - net	100,362			97,475
Goodwill - net	29,431			29,431
Other assets - net	3,946			4,640

TOTAL ASSETS	$	199,875		$	212,526

LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	30,710		$	36,794
Current maturities of long-term debt	—			7,800

Total current liabilities	30,710			44,594

Long-term debt (less current portion)	115,000			115,000
Deferred income taxes	17,278			17,014
Other noncurrent obligations	9,374			9,428

Total liabilities	172,362			186,036

MINORITY INTERESTS:
Series A redeemable preferred stock, 43,941 shares outstanding with a stated redemption value of $100 per share, aggregate liquidation value of $4,394	3,611			3,488

STOCKHOLDERS’ EQUITY:
Preferred stock (Series A) - par value $0.001 per share, 775,000 shares authorized, 185,492 and 172,328 shares issued and outstanding, respectively	18,549			17,233
Common stock - par value $0.001 per share, 1,000,000 shares authorized, 901,317 shares issued and outstanding	1			1
Additional paid-in capital	22,385			22,279
Accumulated deficit	(17,033		)	(16,511		)

Total stockholders’ equity	23,902			23,002

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	199,875		$	212,526

	March 31,			December 31,
	2002			2001
	(Unaudited)			(Note)
ASSETS:
Current Assets:
Cash and cash equivalents	$	2,872		$	4,123
Accounts receivable - net of allowance for doubtful accounts of $1,476 and $1,236, respectively	43,464			59,353
Inventories	14,558			14,624
Prepaid expenses	1,594			1,801
Deferred income taxes	1,050			1,079
Total current assets	63,538			80,980
Property, plant and equipment, at cost	152,929			148,694
Less accumulated depreciation and amortization	49,905			51,219
Property, plant and equipment - net	103,024			97,475
Goodwill - net	29,431			29,431
Other assets - net	4,235			4,640
TOTAL ASSETS	$	200,228		$	212,526
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	32,495		$	36,794
Current portion of long-term debt	—			7,800
Total current liabilities	32,495			44,594
Long-term debt (less current portion)	115,000			115,000
Deferred income taxes	16,904			17,014
Other noncurrent obligations	9,401			9,428
Total liabilities	173,800			186,036
MINORITY INTERESTS:
Series A redeemable preferred stock, 43,941 shares outstanding with a stated redemption value of $100 per share, aggregate liquidation value of $4,394	3,549			3,488
STOCKHOLDERS’ EQUITY:
Preferred stock (Series A) - par value $0.001 per share, 775,000 shares authorized, 178,791 and 172,328 shares issued and outstanding, respectively	17,879			17,233
Common stock - par value $0.001 per share, 1,000,000 shares authorized, 901,317 shares issued and outstanding	1			1
Additional paid-in capital	22,356			22,279
Accumulated deficit	(17,357		)	(16,511		)
Total stockholders’ equity	22,879			23,002
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	200,228		$	212,526

Note: Derived from audited financial statements. See notes to condensed consolidated financial statements.

PERRY JUDD’S HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001

(DOLLARS IN THOUSANDS)

	THREE MONTHS ENDED MARCH 31,
	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2002			2001			2002			2001
NET SALES	$	6669,~~659~~251		$	8076,~~260~~110		$	135,910		$	156,370
OPERATING EXPENSES:
Costs of production and distribution	5152,~~302~~185			6460,~~414~~056			103,487			124,470
Selling, general and administrative	7,~~661~~728			7,~~971~~856			15,389			15,827
Depreciation	4,~~440~~231			3,~~664~~604			8,671			7,268
Amortization	76			313
Amortization of intangibles	75			313			151			626
Gain on disposals of equipment	(~~190~~49		)	(60321		)	(239		)	(381		)
	63,289			76,302
	64,170			71,508			127,459			147,810
INCOME FROM OPERATIONS	35,~~370~~081			34,~~958~~602			8,451			8,560
OTHER (INCOME) EXPENSES:
Interest expense	32,~~124~~822			3,~~365~~276			5,946			6,641
Interest income	(4019		)	(5438		)	(59		)	(92		)
Amortization of deferred financing costs	328			300			656			600
Other expenses	104			107
Other financial expenses	104			112			208			219
	3,516			3,718
	3,235			3,650			6,751			7,368
INCOME (LOSS) BEFORE INCOME TAXES	(146		)	240
INCOME BEFORE INCOME TAXES	1,846			952			1,700			1,192
PROVISION (BENEFIT) FOR INCOME TAXES	(53		)	212
PROVISION FOR INCOME TAXES	743			503			690			715
INCOME (LOSS) BEFORE DIVIDENDS AND ACCRETION ON REDEEMABLE PREFERRED STOCK	(93		)	28
INCOME BEFORE DIVIDENDS AND ACCRETION ON REDEEMABLE PREFERRED STOCK	1,103			449			1,010			477
DIVIDENDS AND ACCRETION ON REDEEMABLE PREFERRED STOCK	~~107~~109			~~142~~130			216			272
NET LOSS	$	(200	)	$	(114	)
NET INCOME	$	994		$	319		794			$	205

See notes to condensed consolidated financial statements.

PERRY JUDD’S HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF MINORITY ~~INTERESTS,~~ INTERESTS, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2002

AND STOCKHOLDERS’ EQUITY (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2002

(DOLLARS IN THOUSANDS)

	Minority Interests			Preferred Stock			Common Stock and Additional Paid-in Capital
	Shares	Carrying Value		Shares	Carrying Value		Shares	Carrying Value		Accumulated Deficit
December 31, 2001	43,941	$	3,488	172,328	$	17,233	901,317	$	22,280	$	(16,511	)
Net loss	—	—-		—	—-		—	—-		(200		)
Net income	—	—		—	—		—	—		794
Stock dividends	—	—-		613,~~463~~164	~~646~~1,316		—	—-		(~~646~~1,316		)
Accretion on Series A redeemable preferred stock	—	61		—	—-		—	—-		—
Accretion on
Provision for noncash compensation related to common stock options	—	—		—	—		—	77		—
Series A redeemable preferred stock	—	123		—	—		—	—		—
March 31, 2002	43,941	$	3,549	178,791	$	17,879	901,317	$	22,357	$	(17,357	)
Provision for non-cash compensation related to common stock options	—	—		—	—		—	106		—
June 30, 2002	43,941	$	3,611	185,492	$	18,549	901,317	$	22,386	$	(17,033	)

See notes to condensed consolidated financial statements.

PERRY JUDD’S HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2002 AND 2001

THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001

(DOLLARS IN THOUSANDS)

	THREE MONTHS ENDED MARCH 31,
	SIX MONTHS ENDED JUNE 30,
	2002			2001
OPERATING ACTIVITIES:
Net loss	$	(200	)	$	(114	)
Net income	$	794		$	205
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	49,~~844~~478			48,~~277~~494
Accretion on redeemable preferred stock	61123			57115
Compensation related to common stock options	77106			1352
Deferred income taxes	(81		)	117
Deferred income tax provision	300			(240		)
Gain on disposals of equipment	(~~190~~239		)	(60381		)
Changes in assets and liabilities:
Receivables	1511,~~889~~898			1217,~~039~~957
Inventories	661,270			(12,~~258~~568		)
Accounts payable and accrued expenses	(46,~~299~~084		)	(1211,~~065~~159		)
Other assets and liabilities - net	~~240~~(319		)	(~~607~~559		)
Net cash provided by operating activities	1617,~~407~~327			211,~~399~~916
INVESTING ACTIVITIES -
INVESTING ACTIVITIES:
Expenditures for property, plant and equipment - net	(9,858		)	(2,583		)
Proceeds from disposals of equipment	259			637
FINANCING ACTIVITIES -
Additions to property, plant and equipment - net	(11,695		)	(13,040		)
Repayment of term debt	(7,800		)	(1,518		)
Net cash used in investing activities	(11,436		)	(12,403		)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,251		)	(1,702		)
FINANCING ACTIVITIES:
Increase in revolving debt	—			42
Financing costs incurred	(118		)	—
Debt repayments	(7,800		)	(3,018		)
Net cash used in financing activities	(7,918		)	(2,976		)
DECREASE IN CASH AND CASH EQUIVALENTS	(2,027		)	(3,463		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	4,123			4,924
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,~~872~~096		$	31,~~222~~461
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	~~142~~6,257		$	~~158~~6,536
Cash paid for income taxes	54262			~~823~~125
NON-CASH TRANSACTIONS:
Stock dividends on preferred stock	$	~~646~~1,316		$	~~558~~1,136

See notes to condensed consolidated financial statements.

PERRY JUDD’S HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(DOLLARS IN THOUSANDS)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared by Perry Judd’s Holdings, Inc. (collectively with its subsidiaries, the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission and reflect normal and recurring adjustments, which are, in the opinion of the Company, considered necessary to present fairly the consolidated financial position of the Company as of ~~March~~June 3130, 2002 and December 31, 2001 and its related results of operations and cash flows for the three and six month periods ended ~~March~~June 3130, 2002 and ~~March 31,~~ 2001. As permitted by these regulations, these condensed consolidated financial statements do not include all information required by accounting principles generally accepted in the United States to be included in an annual set of financial statements; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The Company’s condensed consolidated balance sheet as of December 31, 2001 was derived from the ~~the~~ Company’s latest audited consolidated financial statements. It is suggested that the accompanying condensed consolidated financial statements be read in conjunction with the latest audited consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K.

2. INVENTORIES

Inventories are summarized as follows ~~(in thousands)~~:

	March 31,		December 31,
	June 30, 2002		December 31, 2001
	2002		2001
Raw materials	$	5,780	$	6,803
Raw Materials	$	5,960	$	6,803
Work-in-process	3,937		4,161
Work-in-process	4,933		4,161
Production supplies and maintenance parts	3,637		3,660
Production supplies and maintenance parts	3,665		3,660
Total	$	13,354	$	14,624
Total	$	14,558	$	14,624

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”, effective January 1, 2002. Under SFAS No. 142, goodwill and certain other intangible assets are no longer amortized but are reviewed for impairment. In connection with the adoption of SFAS No. 142, the Company has completed the transitional goodwill impairment test, which requires the Company to compare its fair value to the carrying value of its net assets as of January 1, 2002. Based on this analysis, the Company has concluded that no impairment existed at the time of adoption, and, accordingly, the Company has not recognized any transitional impairment loss.

As required by SFAS No. 142, the results of operations for periods prior to its adoption have not been restated. ~~Had~~The ~~SFAS~~following ~~No. 142 been~~table ~~adopted~~summarizes ~~at January 1, 2001,~~ the pro forma income before income taxes and net income for the three and six month ~~period~~periods ended ~~March~~June 3130, 2001 ~~would~~had ~~have~~SFAS No. 142 been adopted ~~approximately~~at ~~$477,000~~January ~~and $123~~1,~~000,~~ ~~respectively.~~2001:

	Three Months Ended June 30, 2001		Six Months Ended June 30, 2001

Income before income taxes	$	1,189	$	1,666
Net income	556		679

ITEM 2. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Developments

In June 2001, a major customer, Time, Inc., notified the Company that it would not renew its printing contract for the production of three weekly publications at its expiration on December 31, 2003. The production that is the subject of this contract amounted to approximately 7.8% of the Company's consolidated net sales for 2001 and 8.7% of the Company's consolidated net sales for the six months ended June 2002. In August 2002, Time, Inc. notified the Company that it would not renew its printing contract for a monthly publication at its expiration on July 31, 2003. The production that is the subject of this contract amounted to approximately 5.7% of the Company's consolidated net sales for 2001 and 6.0% of the Company's consolidated net sales for the six months ended June 2002. Time, Inc. accounted for approximately 14% of the Company's consolidated net sales in 2001 and 15% of the Company's consolidated net sales for the six months ended June 2002.

If this loss of business is not replaced, the Company would experience a material adverse effect on its financial condition and results of operations. However, the Company believes that this lost business will be replaced and, therefore, the Company does not expect a material adverse effect on its financial condition and results of operations.

Results of Operations

~~Three~~Six Months ended ~~March~~June 3130, 2002 versus ~~Three~~Six Months ended ~~March~~June 3130, 2001.

Net sales decreased $1320.65 million or 1613.91% to $66135.79 million for the ~~three~~six months ended ~~March~~June 3130, 2002 from $80156.34 million for the six ~~three~~ months ended ~~March~~June 3130, 2001. The net decrease resulted primarily from reduced production orders during the ~~three~~ six months ended ~~March~~June 3130, 2002 compared to the ~~three~~ six months ended ~~March~~June 3130, 2001.

Costs of production and distribution decreased $1321.10 million or 2016.39% to $51103.35 million for the ~~three~~six months ended ~~March~~June 3130, ~~2002~~2001 from ~~from~~ $64124.45 million for the ~~three~~six months ended ~~March~~June 3130, 2001, principally related to lower production levels. Costs of production ~~and distribution~~ as a percent of net sales were 76.91% for the ~~three~~six months ended ~~March 31~~June 30, 2002 as compared to 8079.26% experienced in the ~~three~~six months ended ~~March~~June 3130, 2001 principally related to certain cost containment initiatives implemented during ~~the first quarter of~~ 2002. Paper costs were 2019.03% of net sales for the ~~three~~six months ended ~~March~~June 3130, ~~2002 and~~ 2002 versus 24.63% for the ~~three~~six months ended ~~March~~June 3130, 2001.

Selling, general and administrative expenses decreased $0.34 million or 32.85% to $715.74 million for the ~~three~~six months ended ~~March~~June 3130, 2002 compared to $815.08 million for the ~~three~~six months ended ~~March~~June 3130, 2001. ~~principally~~Selling, ~~related~~general toand ~~certain~~administrative ~~cost~~expenses ~~containment~~increased ~~initiatives~~as ~~implemented during the first quarter of 2002. As~~ a percent of net sales, ~~selling, general and administrative expenses increased~~ to 11.53% in the 2002 period compared to 910.91% in the 2001 period due primarily to the decrease in net sales mentioned above.

Depreciation expense increased $01.74 million or 1819.92% to $48.47 million for the ~~three~~six months ended ~~March~~June 3130, 2002 from $3.7.3 million for the ~~three~~six months ended ~~March~~June 3130, 2001 as a result of new assets placed in service within the past twelve months.

Income from operations decreased $0.61 million or 151.02% to $38.45 million for the ~~three~~six months ended ~~March~~June 3130, 2002 from $48.06 million for the ~~three~~six months ended ~~March~~June 3130, 2001, due to the factors discussed in the preceding paragraphs.

Interest expense decreased $0.37 million or 810.86% to $35.19 million for the ~~three~~six months ended ~~March~~June 3130, 2002 from $36.46 million for the ~~the~~six ~~three~~ months ended ~~March~~June 3130, 2001 ~~due~~as toa ~~lower~~result ~~average~~of ~~amounts~~reduced ~~outstanding on~~debt ~~the~~levels ~~Company’s term loan facility~~ during the ~~first quarter of~~ 2002 period compared to the ~~first quarter of~~ 2001 period.

Three Months ended June 30, 2002 versus Three Months ended June 30, 2001.

Net sales decreased $6.8 million or 8.9% to $69.3 million for the three months ended June 30, 2002 from $76.1 million for the three months ended June 30, 2001. The decrease resulted from lower production volumes during the second quarter of 2002 versus the second quarter of 2001.

Costs of production and distribution decreased $7.9 million or 13.1% to $52.2 million for the three months ended June 30, 2002 from $60.1 million for the three months ended June 30, 2001, principally due to lower production volumes. Costs of production as a percent of net sales were 75.3% for the three months ended June 30, 2002 as compared to 79.0% experienced in the three months ended June 30, 2001 principally related to certain cost containment initiatives implemented during 2002. Paper costs were 18.7% of net sales for the three months ended June 30, 2002 versus 24.0% for the three months ended June 30, 2001.

Selling, general and administrative expenses decreased $0.2 million or 2.5% to $7.7 million for the three months ended June 30, 2002 compared to $7.9 million for the three months ended June 30, 2001. Selling, general and administrative expenses increased as a percent of net sales to 11.1% in the 2002 period compared to 10.4% in the 2001 period due primarily to the decrease in net sales mentioned above.

Depreciation expense increased $0.6 million or 16.7% to $4.2 million for the three months ended June 30, 2002 from $3.6 million for the three months ended June 30, 2001 as a result of new assets placed in service within the past twelve months.

Income from operations increased $0.5 million or 10.9% to $5.1 million for the three months ended June 30, 2002 from $4.6 million for the three months ended June 30, 2001, due to the factors discussed in the preceding paragraphs.

Interest expense decreased $0.5 million or 15.2% to $2.8 million for the three months ended June 30, 2002 from $3.3 million for the three months ended June 30, 2001 as a result of reduced debt levels during the 2002 period compared to the 2001 period.

Commitments

As of June 30, 2002, the Company had commitments to purchase or lease approximately $5.0 million of operating assets.

Liquidity and Capital Resources

Historically, the Company has funded its capital and operating requirements with a combination of cash flow from operations, borrowings and external operating leases. Earnings before interest, income taxes, depreciation, amortization, ~~noncash~~non-cash compensation related to common stock options and gains and losses on disposition of assets (“EBITDA”) was $716.79 million for the ~~three~~six months ended ~~March~~June 3130, 2002 and $715.89 million for the ~~three~~six months ended ~~March~~June 3130, 2001.

Working capital was $3135.04 million and $36.4 million at ~~March~~June 3130, 2002 and December 31, 2001, respectively.

Since the inception of operations on April 28, 1995, the Company has funded the majority of its needs for production equipment through operating leases and borrowings under its Amended and Restated Credit Agreement, (the “Credit Agreement”), which expires on December 15, 2002. ~~The~~During the second quarter, the revolving credit facility under this Credit Agreement iswas ~~comprised~~voluntarily ofreduced afrom $45 million ~~revolving~~to ~~credit~~$30 ~~facility~~million and continues to be based upon a borrowing base of ~~eligible~~ eligible accounts receivable and inventory amounts ~~and a term loan facility~~. Borrowings under the Credit Agreement bear interest at rates that fluctuate with the prime rate and the ~~Eurodollar~~ Eurodollar rate. As of ~~March~~June 3130, 2002, the Company had no borrowings under the Credit Agreement.

Concentrations of credit risk with respect to accounts receivable are limited due to the Company’s diverse operations and large customer base. As of ~~March~~June 3130, 2002, the ~~the~~ Company had no significant concentrations of credit risk.

The Company believes that its liquidity, capital resources and cash flows are sufficient to fund planned capital expenditures, working capital requirements and interest and principal payments for the foreseeable future.

Seasonality

Results of operations for this interim period are not necessarily indicative of results for the full year. The Company’s operations are seasonal. Historically, approximately two-thirds of its income from operations has been generated in the second half of the fiscal year, primarily due to the higher number of magazine pages, new product launches and back-to-school and holiday catalog promotions.

Risk Factors

In addition to other information in this Quarterly Report on Form 10-Q, the following risk factors for the Company should be carefully considered. These risks may impair the Company’s results of operations and business prospects. The risks set forth below and elsewhere in this Quarterly Report could cause actual results to differ materially from those that the Company projects.

High Level of Indebtedness

In connection with prior transactions, the Company has incurred a significant amount of indebtedness and is highly leveraged. In addition, subject to the restrictions in the Company’s Amended and Restated Credit Agreement with its banks (the “Credit Agreement”) and the Indenture (the “Indenture”) related to the outstanding 10-5/8% Senior Subordinated Notes (the “Senior Notes”), the Company may incur additional senior indebtedness to finance acquisitions and capital expenditures for other general corporate purposes.

The level of the Company’s indebtedness could have important consequences to holders of the Senior Notes, including: (i) a substantial portion of the Company’s cash flow from operations must be dedicated to debt service and will not be available for other purposes; (ii) the Company’s future ability to obtain additional debt financing for working capital, capital expenditures or acquisitions may be limited; (iii) the Company’s level of indebtedness could limit its flexibility in reacting to changes in the printing industry and economic conditions generally, which could limit its ability to withstand competitive pressures or take advantage of business opportunities; (iv) the Company’s borrowing under the Credit Agreement will be at variable rates of interest, which could cause the Company to be vulnerable to increases in interest rates; and (v) all of the indebtedness incurred in connection with the Credit Agreement will become due prior to the time the principal payments on the Senior Notes will become due. Certain of the Company’s competitors currently operate on a less leveraged basis and are likely to have significantly greater operating and financing flexibility than the Company.

Ability to Service Debt

The Company’s ability to pay interest on the Senior Notes and to satisfy its other debt obligations will depend upon its future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, certain of which are beyond its control. The Company anticipates that its operating cash flow, together with available borrowings under the Credit Agreement, will be sufficient to meet its operating expenses, capital expenditure requirements and working capital needs and to service its debt requirements as they become due. However, if the Company is unable to service its indebtedness, it will be forced to adopt an alternative strategy that may include actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing its indebtedness or seeking additional equity capital. There can be no assurance that any of these strategies could be effected on satisfactory terms, if at all, or that they would enable the Company to continue to meet its debt service obligations or that they would be permitted under the terms of the Credit Agreement or Indenture.

Subordination of the Senior Notes and Guarantors

The Senior Notes are fully and unconditionally guaranteed, on a senior subordinated basis, jointly and severally, by all subsidiaries of the Company (the “Subsidiary Guarantors”) pursuant to guarantees (the “Guarantees”). The Guarantees will be subordinated in right of payment to all senior indebtedness of the Company and the Subsidiary Guarantors. In the event of bankruptcy, liquidation or reorganization of the Company, the assets of the Company or the Subsidiary Guarantors will be available to pay obligations on the Senior Notes only after all senior indebtedness of the Company or the Subsidiary Guarantors, as the case may be, has been paid in full, and there may not be sufficient assets remaining to pay amounts due on any or all of the Senior Notes then outstanding. Additional senior indebtedness may be incurred by the Company and the Subsidiary Guarantors from time to time, subject to certain restrictions. The Indenture generally provides that a Restricted Subsidiary (as defined in the Indenture) may incur indebtedness only if such Subsidiary agrees to guarantee the Senior Notes on a senior subordinated basis. The holders of the Senior Notes have no direct claim against the Subsidiary Guarantors other than claims created by the Guarantees, which may themselves be subject to legal challenge in the event of the bankruptcy or insolvency of a Subsidiary Guarantor. If such a challenge were upheld, the Guarantees would be invalidated and unenforceable. To the extent that the Guarantees are held to be unenforceable or have been released pursuant to the terms of the Indenture, the rights of holders of the Senior Notes to participate in any distribution of assets of any Subsidiary Guarantor upon liquidation, bankruptcy or reorganization may, as in the case with other unsecured creditors of the Company, be subject to prior claims against such Subsidiary Guarantor.

Holding Company Structure

The Company is a holding company, the principal assets of which consist of equity interests in its subsidiaries. The Senior Notes are a direct obligation of the Company, which derives all of its revenues from the operations of its subsidiaries. As a result, the Company will be dependent on the earnings and cash flow of, and dividends and distributions or advances from, its subsidiaries to provide the funds necessary to meet its debt service obligations, including the payment of principal and interest on the Senior Notes. Accordingly, the Company’s ability to pay interest on the Senior Notes and otherwise to meet its liquidity requirements may be limited as a result of its dependence upon the distribution of earnings and advances of funds by its subsidiaries. The payment of dividends from the subsidiaries to the Company and the payment of any interest on or the repayment of any principal of any loans or advances made by the Company to any of its subsidiaries may be subject to statutory restrictions under corporate law limiting the payment of dividends and are contingent upon the earnings of such subsidiaries. The Company’s subsidiaries are guarantors of the indebtedness incurred under the Credit Agreement. The Senior Notes are not secured by liens against any of the Company’s or its subsidiaries’ assets, while the indebtedness incurred under the Credit Agreement is secured by liens against substantially all the Company’s and its subsidiaries’ assets.

Restrictions Imposed by Terms of the Company’s Indebtedness

The Indenture restricts, among other things, the Company’s and its subsidiaries’ ability to incur additional indebtedness, pay dividends or make certain other restricted payments, consummate certain asset sales, enter into certain transactions with affiliates, incur liens, incur indebtedness that is subordinate to Senior Indebtedness (as defined in the Indenture) but senior in right of payment to the Senior Notes, impose restrictions on the ability of a subsidiary to pay dividends or make certain payments to the Company and its subsidiaries, merge or consolidate with any other persons or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of the Company. In addition, the Credit Agreement contains other and more restrictive covenants and prohibits the Company and its subsidiaries from prepaying other indebtedness (including the Senior Notes). The Credit Agreement also requires the Company to maintain specified financial ratios and satisfy certain financial condition tests. The Company’s ability to meet those tests and ratios can be affected by events beyond its control, and there can be no assurance that it will meet those ratios and tests. A breach of any of these covenants could result in a default under the Credit Agreement and/or the Indenture. Upon the occurrence of an event of default under the Credit Agreement, the lenders could elect to declare all amounts outstanding under the Credit Agreement, together with accrued interest, to be immediately due and payable. If the Company were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness. If the Senior Indebtedness under the Credit Agreement were to be accelerated, there can be no assurances that the assets of the Company would be sufficient to repay in full the indebtedness and the other indebtedness of the Company, including the Senior Notes. The Company’s obligations under the Credit Agreement are secured by a security interest in substantially all the assets of the Company and its subsidiaries, including all of their cash and other tangible and intangible assets, and all real property. In addition, the Company and Perry Judd’s pledged as collateral all of their shares of capital stock in each of their subsidiaries.

Competition

The commercial printing industry in the U.S. is highly competitive in most product categories and geographic regions. Competition is largely based on price, quality, range of services offered, distribution capabilities, ability to service the specialized needs of customers, availability of printing time on appropriate equipment and use of state-of-the-art technology. The Company competes for commercial business not only with large international and national printers, but also with smaller regional printers. In certain circumstances, due primarily to factors such as freight rates and customer preference for local services, printers with better access to certain regions of the country may have a competitive advantage in such regions. In addition, many of the Company’s competitors have substantially greater financial, marketing, distribution, management and other resources than the Company, and as the industry experiences continued consolidation, the Company’s competitors may further enhance such resources. The Company also believes that excess capacity in the industry, especially during periods of economic downturn, would result in downward pricing pressure and intensified competition in the printing industry. Given these factors, there can be no assurance that the Company will be able to continue to compete successfully against existing or new competitors, and the failure to do so may have a material adverse effect on the Company’s financial condition and results of operations.

Technological Changes

Technology in the printing industry has evolved and continues to evolve. Since 1997, over $115.0 million of purchased and leased capital expenditures have been invested for printing facilities and production equipment. As technology continues to evolve and as its customers’ needs become more specialized and sophisticated in the future, the Company will likely be required to invest significant additional capital in new and improved technology in order to maintain and enhance the quality and competitiveness of, and to expand, its products and services. If the Company is unable to acquire new and improved technology, facilities and equipment or to develop and introduce enhanced or new products and services, the Company’s financial condition, results of operations and cash flows could be materially adversely affected.

Raw Materials – Paper

The cost of paper is a principal factor in the Company’s manufacturing costs and pricing to certain customers and consequently the cost of paper significantly affects the Company’s net sales. The Company is generally able to pass increases in the cost of paper to its customers, while declines in paper costs generally result in lower prices to customers. Typical fluctuations in paper costs result in corresponding fluctuations in the Company’s net sales, but typical fluctuations generally have not affected volume or profits to any significant extent. However, sharp increases in paper prices and related reduction in print advertising programs are more likely to adversely affect volumes and profits. To the extent that there are future paper costs increases and the Company is not able to pass such increases to its customers or its customers reduce their demand for the Company’s products and services, the Company’s financial condition and results of operations could be materially adversely affected.

Capacity in the paper industry has remained relatively stable in recent years. Increases or decreases in demand for paper have led to corresponding pricing changes and, in periods of high demand, to limitations on the availability of certain grades of paper, including grades utilized by the Company. Any loss of the sources for paper supply or any disruption in such sources’ business or failure to meet the Company’s product needs on a timely basis could cause, at a minimum, temporary shortages in needed materials which could have a material adverse affect on the Company’s results of operations. Although the Company actively manages its paper supply and believes it has established strong relationships with its suppliers, there can be no assurance that the Company’s sources of supply for its paper will be adequate or, in the event that such sources are not adequate, that alternative sources can be developed in a timely manner. If the Company is unable to secure sufficient supplies of paper of appropriate quality, its financial condition, results of operations and cash flows could be materially adversely affected.

Certain Customer Relationships

The Company currently provides products and services to certain customers without a written contractual arrangement. While the Company believes that its relationship with each of these customers is good, there can be no assurance that such customers will continue to do business with the Company at current levels, if at all.

A Significant Portion of the Company’s Revenue depends on a Single Customer

For the years ended December 31, 2001, 2000 and 1999, Time, Inc. comprised 14%, 15% and 16% of consolidated net revenue, respectively. Time, Inc. has notified the Company that it will not renew its weekly contract at its expiration on December 31, 2003 and its monthly printing contract at its expiration on July 31, 2003. If this loss of business is not replaced after 2003, the Company’s financial condition and results of operations would be materially effected. However, the Company believes that this lost business will be replaced and therefore, does not expect a material adverse effect on its financial condition and results of operations. No other customer accounted for more than 10% of the business.

Environmental and other Governmental Regulation

The Company is subject to regulation under various federal, state and local laws relating to the environment and to employee health and safety. These environmental regulations relate to the generation, storage, transportation, handling, disposal and emission into the environment of various substances. Permits are required for operation of the Company’s business, and these permits are subject to renewal, modification and, in certain circumstances, revocation. The Company is also subject to regulation under various federal, state and local laws which allow regulatory authority to compel (or seek reimbursement for) cleanup of environmental contamination at the Company’s own sites and at facilities where its waste is or has been disposed. The Company has internal controls and personnel dedicated to compliance with all applicable environmental and employee health and safety laws. The Company expects to incur ongoing capital and operating costs and administrative expenses to maintain compliance with applicable environmental laws. The Company cannot predict the environmental or employee health and safety legislation or regulations that may be enacted in the future or how existing or future laws or regulations will be administered or interpreted. Compliance with new laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws, may require additional expenditures by the Company, some or all of which may be material.

Reliance on Key Personnel

The Company’s success will continue to depend to a significant extent on its executive officers and other key management personnel. There can be no assurance that the Company will be able to retain its executive officers and key personnel or attract additional qualified management in the future. In addition, the success of any acquisition by the Company may depend, in part, on the Company’s ability to retain management personnel on the acquired companies. There can be no assurance that the Company will be able to retain such management personnel.

Control by Principal Stockholders

Robert E. Milhous and Paul B. Milhous, the Chairman and Vice Chairman, respectively, of the Company own together beneficially over 86% of the outstanding capital stock of the Company. Accordingly, these stockholders have the ability, acting together, to control fundamental corporate transactions requiring stockholder approval, including without limitation approval of merger transactions involving the Company and sales of all or substantially all of the Company’s assets.

Purchase of Notes Upon Change of Control

Upon a Change of Control (as defined in the Indenture) the Company will be required to offer to purchase all outstanding Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest to the repurchase date. A Change of Control will likely trigger an event of default under the Credit Agreement which will permit the lenders thereunder to accelerate the debt under the Credit Agreement. However, there can be no assurance that sufficient funds will be available at the time of any Change of Control to make any required repurchases of Senior Notes tendered, or that, if applicable, restrictions in the Credit Agreement will allow the Company to make such required repurchases.

Critical Accounting Policies

A summary of the Company’s significant accounting policies are included in Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. Management believes that the consistent application of these policies enables the Company to provide readers of the financial statements with useful and reliable information about the Company’s operating results and financial condition.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Company generally does not enter into any material futures, forwards, swaps, options or other derivative financial instruments for trading or other purposes. The primary exposure to market risk relates to fluctuations in interest rates and the effects those changes may have on operating results due to long-term financing arrangements. The Company manages its exposure to this market risk by monitoring interest rates and possible alternative means of financing. Operating results may be affected by changes in short-term interest rates under the revolving credit and term loan facilities, pursuant to which borrowings bear interest at a variable rate. See Notes 4, 7 and 11 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The quarterly report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” or “continue,” or the negative thereof or variations thereon or similar terminology. Such forward-looking statements are based upon information currently available in which the Company’s management shares its knowledge and ~~judgment~~ judgement about factors that they believe may materially affect the Company’s performance. The Company makes forward-looking statements in good faith and believes them to have a reasonable basis. However, such statements are speculative, speak only as of the date made and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying ~~assumptions~~ assumptions prove incorrect, actual results could vary materially from those ~~anticipated,~~ anticipated, estimated or expected. Factors that might cause actual results to differ materially from those in such forward-looking statements include, but are not limited to, statements in this Report and in our Annual Report on Form 10-K for the year-ended December 31, 2001 filed with the Securities and Exchange Commission on March 29, 2002. The Company does not undertake any obligation to update any forward-looking statements.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibits required in accordance with Item 601 of Regulation S-K are incorporated by reference herein as filed with registrant’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 29, 2002.

Exhibit 10.2	Amended and Restated Credit Agreement dated as of December 16, 1997, among Perry Graphic Communications, Inc., Shenandoah Valley Press, Inc., and Port City Press, Inc. as Borrowers, the Lenders (as defined therein) and BT Commercial. Incorporated by reference as Exhibit 10.2 to the Company's Registration Statement on Form S-4 filed on January 30, 1998, as amended.

Exhibits 99.1	Periodic Report Certification of the Chief Executive Officer and Chief Financial Officer.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the quarterly period ended ~~March~~June 3130, 2002.

1014

PERRY JUDD’S HOLDINGS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		~~PERRY JUDD’S HOLDINGS, INC.~~	PERRY JUDD’S HOLDINGS, INC.
Date:	~~May~~August 114, 2002	~~/s/ Verne F. Schmidt~~	/s/ Verne F. Schmidt
		Verne F. Schmidt
			Verne F. Schmidt Senior Vice President and Chief Financial Officer
		Senior Vice President and
		Chief Financial Officer

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Exhibit Index

Exhibit 10.2	Amended and Restated Credit Agreement dated as of December 16, 1997, among Perry Graphic Communications, Inc., Shenandoah Valley Press, Inc., and Port City Press, Inc. as Borrowers, the Lenders (as defined therein) and BT Commercial. Incorporated by reference as Exhibit 10.2 to the Company's Registration Statement on Form S-4 filed on January 30, 1998, as amended.

Exhibit 99.1	Periodic Report Certification of the Chief Executive Officer and Chief Financial Officer.

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