UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 JUNE 30, 2002

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

	FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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

OR333 - 45235

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.

PERRY JUDD’S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)



DELAWARE		51 - 0365965
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

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

920-478-3551
(Registrant’s telephone number, including area code)

(Exact name of registrant as specified in its charter)

DELAWARE		51-0365965
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
575 WEST MADISON STREET, WATERLOO, WISCONSIN		53594
(Address of principal executive offices)		(Zip Code)
920-478-3551
(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 ~~August~~November 1412, 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 ~~JUNE~~SEPTEMBER 30, 2002

INDEX

PART I. FINANCIAL INFORMATION
PART I.			FINANCIAL INFORMATION
	ITEM 1. Financial Statements
	ITEM I.		Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001
		Condensed Consolidated Balance Sheets as of September 30, 2002 (unaudited) and December 31, 2001
		Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2002 and 2001
		Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2002 and 2001
		Condensed Consolidated Statements of Minority Interests, Preferred Stock and Stockholders’ Equity for the Six Months ended June 30, 2002
		Unaudited Condensed Consolidated Statements of Minority Interests, Preferred Stock and Stockholders’ Equity for the Nine Months ended September 30, 2002
		Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2002 and 2001
		Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2002 and 2001
		Notes to Condensed Consolidated Financial Statements
		Unaudited Notes to Condensed Consolidated Financial Statements September 30, 2002
	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
	ITEM 4.		Controls and Procedures
	ITEM 6. Exhibits and Reports on Form 8-K
PART II.			OTHER INFORMATION
	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~~

SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)

	June 30, 2002			December 31, 2001
	September 30, 2002			December 31, 2001
	(Unaudited)			(Note)
ASSETS
Current Assets:
CURRENT ASSETS:
Cash and cash equivalents	$	28,~~096~~704		$	4,123
Accounts receivable - net of allowance for doubtful accounts of $1,678 and $1,236, respectively	47,455			59,353
Accounts receivable - net of allowance for doubtful accounts of $1,919 and $1,236, respectively	51,696			59,353
Inventories	1314,~~354~~498			14,624
Prepaid expenses	2,~~188~~220			1,801
Deferred income taxes	~~1,043~~777			1,079
Total current assets	6677,~~136~~895			80,980
Property, plant and equipment, at cost	~~154~~156,~~319~~513			148,694
Less accumulated depreciation and amortization	5358,~~957~~117			51,219
Property, plant and equipment - net	~~100~~98,~~362~~396			97,475
Goodwill - net	29,431			29,431
Other assets - net	3,~~946~~331			4,640
TOTAL ASSETS	$	~~199~~209,~~875~~053		$	212,526
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	3036,~~710~~716		$	36,794
Current maturities of long-term debt	—			7,800
Total current liabilities	3036,~~710~~716			44,594
Long-term debt (less current portion)	115,000			115,000
Deferred income taxes	1718,~~278~~476			17,014
Other noncurrent obligations	9,~~374~~345			9,428
Total liabilities	~~172~~179,~~362~~537			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~~674			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
Preferred stock (Series A) - par value $0.001 per share, 775,000 shares authorized, 192,451 and 172,328 shares issued and outstanding, respectively	19,245			17,233
Common stock - par value $0.001 per share, 1,000,000 shares authorized, 901,317 shares issued and outstanding	1			1
Common stock - par value $0.001 per share, 1,000,000 shares authorized, 901,317 shares issued and outstanding, respectively	1			1
Additional paid-in capital	22,~~385~~414			22,279
Accumulated deficit	(1715,~~033~~818		)	(16,511		)
Total stockholders’ equity	2325,~~902~~842			23,002
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~199~~209,~~875~~053		$	212,526

Note: Derived from audited ~~financial~~ ~~statements. See notes to condensed consolidated~~ 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

(DOLLARS IN THOUSANDS)

THREE MONTHS ENDED JUNE 30,

SIX MONTHS ENDED JUNE 30,

THREE MONTHS ENDED SEPTEMBER 30,

NINE MONTHS ENDED SEPTEMBER 30,

2002

2001

2002

2001

NET SALES

6976,~~251~~438

7686,~~110~~975

~~135~~212,~~910~~348

~~156~~243,~~370~~345

OPERATING EXPENSES:

Costs of production and distribution

5257,~~185~~033

6068,~~056~~436

~~103~~160,~~487~~520

~~124~~192,~~470~~906

Selling, general and administrative

78,~~728~~157

7,~~856~~816

1523,~~389~~546

1523,~~827~~643

Depreciation

4,~~231~~223

3,~~604~~622

812,~~671~~894

710,~~268~~890

Amortization of intangibles

7576

~~313~~312

~~151~~227

~~626~~938

Gain on disposals of equipment

(4959

)

(~~321~~58

)

(~~239~~298

)

(~~381~~439

)

64,170

71,508

127,459

147,810

69,430

80,128

196,889

227,938

INCOME FROM OPERATIONS

57,~~081~~008

46,~~602~~847

815,~~451~~459

815,~~560~~407

OTHER (INCOME) EXPENSES:

Interest expense

23,~~822~~088

3,~~276~~281

59,~~946~~034

69,~~641~~922

Interest income

(1930

)

(3815

)

(5989

)

(92107

)

Amortization of deferred financing costs

~~328~~533

300

~~656~~1,189

~~600~~900

Other financial expenses

~~104~~91

~~112~~106

~~208~~299

~~219~~325

3,235

3,650

6,751

7,368

3,682

3,672

10,433

11,040

INCOME BEFORE INCOME TAXES

13,~~846~~326

~~952~~3,175

15,~~700~~026

14,~~192~~367

PROVISION FOR INCOME TAXES

~~743~~1,305

~~503~~1,351

~~690~~1,995

~~715~~2,066

INCOME BEFORE DIVIDENDS AND ACCRETION ON REDEEMABLE PREFERRED STOCK

12,~~103~~021

~~449~~1,824

13,~~010~~031

~~477~~2,301

DIVIDENDS AND ACCRETION ON REDEEMABLE PREFERRED STOCK

~~109~~110

~~130~~123

~~216~~326

~~272~~395

NET INCOME

~~994~~1,911

~~319~~1,701

~~794~~$

2,705

~~205~~1,906

See notes to condensed consolidated financial statements.

PERRY JUDD’S HOLDINGS, INC.

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

AND STOCKHOLDERS’ EQUITY (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 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 income	—	—		—	—		—	—		~~794~~2,705
Stock dividends	—	—		1320,~~164~~123	12,~~316~~012		—	—		(12,~~316~~012		)
Accretion on
Accretion on Series A redeemable preferred stock	—	186		—	—		—	—		—
Series A redeemable preferred stock	—	123		—	—		—	—		—
Provision for non-cash compensation related to common stock options	—	—		—	—		—	135		—
Provision for non-cash compensation related to common stock options	—	—		—	—		—	106		—
September 30, 2002	43,941	$	3,674	192,451	$	19,245	901,317	$	22,415	$	(15,818	)
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~~

NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001

(DOLLARS IN THOUSANDS)

	SIX MONTHS ENDED JUNE 30,
	NINE MONTHS ENDED SEPTEMBER 30,
	2002			2001
OPERATING ACTIVITIES:
Net income	$	~~794~~2,705		$	~~205~~1,906
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	914,~~478~~310			812,~~494~~728
Accretion on redeemable preferred stock	~~123~~186			~~115~~174
Compensation related to common stock options	~~106~~135			5292
Deferred income tax provision	~~300~~1,764			(~~240~~169		)
Gain on disposals of equipment	(~~239~~298		)	(~~381~~439		)
Changes in assets and liabilities:
Receivables	117,~~898~~657			177,~~957~~047
Inventories	~~1,270~~126			~~(2,568~~790		)
Accounts payable and accrued expenses	(~~6,084~~78		)	(119,~~159~~075		)
Other assets and liabilities - net	(~~319~~321		)	(~~559~~312		)
Net cash provided by operating activities	1726,~~327~~186			1112,~~916~~742
INVESTING ACTIVITIES:
Proceeds from disposals of equipment	259			637
Proceeds from disposal of equipment	260			637
Additions to property, plant and equipment - net	(1113,~~695~~952		)	(13,~~040~~691		)
Net cash used in investing activities	(1113,~~436~~692		)	(1213,~~403~~054		)
FINANCING ACTIVITIES:
Increase in revolving debt	—			422,330
Financing costs incurred	(118		)	—
Debt repayments	(7,800		)	(4,518		)
Debt repayments	(7,800		)	(3,018		)
Financing costs incurred	(113		)	—
Net cash used in financing activities	(7,~~918~~913		)	(2,~~976~~188		)
DECREASE IN CASH AND CASH EQUIVALENTS	(2,027		)	(3,463		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	4,581			(2,500		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	4,123			4,924
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	28,~~096~~704		$	12,~~461~~424
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	6,~~257~~285		$	6,~~536~~791
Cash paid for income taxes	~~262~~263			~~125~~193
NON-CASH TRANSACTIONS:
Stock dividends on preferred stock	$	12,~~316~~012		$	1,~~136~~737

See notes to condensed consolidated financial statements.

PERRY JUDD’S HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2002

(DOLLARS IN THOUSANDS)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated ~~financial~~ 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~~ recurring adjustments, which are, in the opinion of the Company, considered necessary to present fairly the consolidated financial position of the Company as of ~~June~~ September 30, 2002 and December 31, 2001 and its related results of operations and cash flows for the three and ~~six~~nine month periods ended ~~June~~ September 30, 2002 and 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 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:

	June 30, 2002		December 31, 2001
	September 30, 2002		December 31, 2001
Raw materials	$	56,~~780~~193	$	6,803
Work-in-process	34,~~937~~657		4,161
Production supplies and maintenance parts	3,~~637~~648		3,660
Total	$	1314,~~354~~498	$	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~~ operations for periods prior to its adoption have not been restated. The following table summarizes the pro forma income before income taxes and net income for the three and ~~six~~nine month periods ended ~~June~~September 30, 2001 had SFAS No. 142 been adopted at January 1, 2001:

	Three Months Ended June 30, 2001		Six Months Ended June 30, 2001
	Three Months Ended September 30, 2001		Nine Months Ended September 31, 2001
Income before income taxes	$	13,~~189~~412	$	15,~~666~~078
Net income	~~556~~1,938		~~679~~2,617

ITEM 2.

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

~~Recent~~AND ~~Developments~~RESULTS OF OPERATIONS

~~In June 2001, a major customer, Time, Inc., notified~~Results ~~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.operations

~~If this loss of business is not replaced, the Company~~Nine ~~would~~Months ~~experience~~ended aSeptember ~~material adverse effect on its financial condition and results of operations. However~~30, ~~the Company~~2002 ~~believes~~versus ~~that~~Nine ~~this~~Months ~~lost~~ended ~~business~~September ~~will be replaced and~~30, ~~therefore, the Company does not expect a material adverse effect on its financial condition and results of operations~~2001.

~~Results~~Net sales decreased $31.0 million or 12.7% to $212.3 million for the nine months ended September 30, 2002 from $243.3 million for the nine months ended September 30, 2001. The decrease resulted primarily from lower volume of ~~Operations~~production units from new and existing customers, a reduction in the amount of paper the Company furnished to its customers, and a 16.9% reduction in paper prices.

~~Six~~Costs of production and distribution ~~Months~~decreased $32.4 million or 16.8% to $160.5 million for the nine months ended September ~~June~~30, 2002 from $192.9 million for the nine months ended September 30, 2001, principally due to lower operating expenses resulting from reduced production levels. Costs of production as a percent of net sales were 75.6% for the nine months ended September 30, 2002 as compared to 79.3% experienced in the nine months ended September 30, 2001. Paper costs were 19.3% of net sales for the nine months ended September 30, 2002 versus ~~Six~~23.9% ~~Months~~for the nine months ended ~~June~~September 30, 2001.

~~Net~~Selling, ~~sales~~general and administrative expenses decreased $200.51 million or 130.14% to $~~135~~23.9 5 million for the ~~six~~nine months ended September ~~June~~ 30, 2002 ~~from~~compared to $~~156~~23.46 million for the ~~six~~ nine months ended September ~~June~~ 30, 2001. Selling, ~~The~~general and ~~net~~administrative ~~decrease~~expenses ~~resulted~~increased ~~primarily~~as ~~from~~a ~~reduced production~~percent ~~orders~~of ~~during~~net ~~the~~sales ~~six~~to ~~months~~11.1% ~~ended~~in ~~June 30,~~ the 2002 period compared to ~~the~~9.7% ~~six months~~in ~~ended~~the ~~June 30,~~ 2001 period.

~~Costs~~Depreciation ofexpense ~~production~~increased ~~and distribution decreased~~ $212.0 million ~~million~~ or 1618.93% to $~~103~~12.59 million for the ~~six~~nine months ended ~~June~~September 30, ~~2001~~2002 from $~~124~~10.59 million for the ~~six~~nine months ended ~~June~~September 30, 2001, ~~principally related to lower production levels. Costs of production~~ as a ~~percent~~result of ~~net sales were 76.1% for the six months ended June~~new ~~30,~~assets ~~2002~~placed ~~as compared to 79.6% experienced~~ in ~~the~~service ~~six~~within ~~months ended June 30, 2001 principally related to certain cost containment initiatives implemented during 2002. Paper costs were 19.3% of net sales for~~ the ~~six~~past ~~months~~twelve ~~ended June 30, 2002 versus 24.3% for the six~~ months ~~ended June 30, 2001~~.

~~Selling,~~Income ~~general~~from ~~and~~operations ~~administrative~~increased ~~expenses decreased~~ $0.41 million or 20.56% to $15.45 million for the ~~six~~nine months ended ~~June~~September 30, 2002 from ~~compared to~~ $15.84 million for the ~~six~~nine months ended ~~June~~September 30, 2001~~. Selling~~, ~~general~~ ~~and~~due ~~administrative expenses increased as a percent of net sales~~ to ~~11.3%~~ in the ~~2002 period compared to 10.1% in the 2001 period due primarily to~~factors ~~the~~discussed ~~decrease~~ in ~~net~~the ~~sales~~preceding ~~mentioned above~~paragraphs.

~~Depreciation~~Interest expense ~~increased~~decreased $10.49 million or ~~19.2%~~ 9.1% to $89.70 million for the ~~six~~nine months ended ~~June~~September 30, 2002 from $79.3 9 million for the ~~six~~nine months ended ~~June~~September 30, 2001 asdue ato ~~result~~reduced ~~of new assets placed in service~~debt ~~within the past twelve months~~levels.

~~Income from operations decreased $0.1 million or 1.2%~~Three toMonths ~~$8.5 million for the six months~~ ended ~~June~~September 30, 2002 ~~from~~versus ~~$8.6~~Three ~~million~~Months ~~for the six months~~ ended ~~June~~September 30, 2001~~, due to the factors discussed in the preceding paragraphs~~.

~~Interest~~Net ~~expense~~sales decreased $010.76 million or 1012.62% to $576.94 million for the ~~six~~three months ended ~~June~~September 30, 2002 from $687.60 million for the ~~six~~ three months ended ~~June~~September 30, 2001. The asdecrease aresulted ~~result~~primarily from lower volume of ~~reduced~~production ~~debt~~units from ~~levels~~new ~~during~~and existing customers, a reduction in the amount of paper the Company ~~2002~~furnished ~~period~~to ~~compared~~its tocustomers, ~~the~~and ~~2001~~a ~~period~~21.4% reduction in paper prices.

~~Three~~Costs of production and distribution ~~Months~~decreased $11.4 million or 16.7% to $57.0 million for the three months ended September ~~June~~30, 2002 from $68.4 million for the three months ended September 30, 2001, principally from the overall decreased volume of production. Costs of production as a percent of net sales were 74.6% for the three months ended September 30, 2002 as compared to 78.6% experienced in the three months ended September 30, 2001. Paper costs were 19.3% of net sales for the three months ended September 30, 2002 versus 23.2% ~~Three~~for ~~Months~~the three months ended ~~June~~September 30, 2001.

~~Net~~Selling, ~~sales~~general ~~decreased~~and administrative expenses increased $60.84 million or 85.91% to $698.3 2 million for the three months ended September ~~June~~ 30, 2002 ~~from~~compared to $767.18 million for the three months ended September ~~June~~ 30, 2001. ~~The~~ Selling, general and administrative expenses increased as a ~~decrease~~percent ~~resulted~~of ~~from~~net ~~lower~~sales ~~production~~to ~~volumes~~10.7% ~~during~~in the ~~second quarter of~~ 2002 ~~versus~~period ~~the~~compared ~~second~~to ~~quarter~~9.0% ofin the 2001 period.

~~Costs~~Depreciation ofexpense ~~production~~increased ~~and distribution decreased~~ $70.96 million ~~million~~ or 1316.17% to $524.2 million for the three months ended ~~June~~September 30, 2002 from $603.16 million for the three months ended ~~June~~September 30, 2001, ~~principally due to lower production volumes. Costs of production~~ as a ~~percent~~result of ~~net sales were 75.3% for the three months ended June~~new ~~30,~~assets ~~2002~~placed ~~as compared to 79.0% experienced~~ in ~~the~~service ~~three~~within ~~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~~past ~~months~~twelve ~~ended June 30, 2002 versus 24.0% for the three~~ months ~~ended June 30, 2001~~.

~~Selling,~~Income ~~general~~from ~~and~~operations ~~administrative~~increased ~~expenses decreased~~ $0.2 million or 2.59% to $7.70 million for the three months ended ~~June~~September 30, 2002 ~~compared~~ tofrom $76.9 8 million for the three months ended ~~June~~September 30, 2001~~. Selling~~, ~~general~~due ~~and administrative expenses increased as a percent of net sales~~ to ~~11.1% in~~ the ~~2002 period compared to~~factors ~~10.4%~~discussed in the ~~2001~~preceding ~~period due primarily to the decrease in net sales mentioned above~~paragraphs.

~~Depreciation~~Interest expense ~~increased~~decreased $0.62 million or ~~16.7%~~ 6.1% to $43.21 million for the three months ended ~~June~~September 30, 2002 from $3.6 3 million for the three months ended ~~June~~September 30, 2001 as a result of ~~new assets placed in~~reduced ~~service~~debt ~~within~~levels during the ~~past twelve months~~period.

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~~September 30, 2002, the Company had commitments to purchase or lease approximately $52.07 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,~~ operations, borrowings and external operating leases. Earnings before interest, income taxes, depreciation, ~~amortization,~~ amortization, non-cash compensation related to common stock options and gains and losses on disposition of assets (“EBITDA”) was $1628.91 million for the ~~six~~ nine months ended ~~June~~ September 30, 2002 and $1526.96 million for the ~~six~~nine months ended September ~~June~~ 30, 2001.

Working capital was $3541.42 million and $36.4 million at ~~June~~ September 30, 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~~ equipment through operating leases and borrowings under its ~~Amended~~credit ~~and~~agreements. During ~~Restated~~the ~~Credit~~third quarter, the Company entered into a new three year credit ~~Agreement~~agreement (the “Credit Agreement”), which expires on ~~December~~August 1518, ~~2002~~2005. ~~During~~ ~~the~~The ~~second quarter, the revolving~~Credit ~~credit facility under this Credit~~ Agreement ~~was~~is ~~voluntarily~~comprised ~~reduced~~of ~~from~~a $~~45 million~~25 ~~to $30~~ million ~~and~~revolving ~~continues~~credit tofacility be based upon a borrowing base of eligible accounts receivable ~~and inventory amounts~~. Borrowings under the Credit Agreement bear interest at rates that fluctuate with the prime rate and the Eurodollar rate. As of ~~June~~September 30, ~~2002,~~ 2002, the Company had no borrowings under the Credit Agreement.

Concentrations of credit risk with respect to ~~accounts~~ accounts receivable are limited due to the Company’s diverse operations and ~~large~~ large customer base. As of ~~June~~ September 30, 2002, 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~~Credit ~~Amended~~Agreement 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~~ 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~~are 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 ~~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~~ the Company’s and its subsidiaries’ ability to incur additional indebtedness, ~~pay~~ pay dividends or make certain other restricted payments, consummate certain ~~asset~~ asset sales, enter into certain transactions with affiliates, incur liens, ~~incur~~ incur indebtedness that is subordinate to Senior Indebtedness (as defined in ~~the~~ 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 ~~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~~lender 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~~ lender 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~~excluding all of their ~~cash and other tangible and intangible~~ assets, ~~and~~relating ~~all~~to ~~real~~inventory ~~property.~~and ~~In addition~~property, ~~the~~plant ~~Company~~ and ~~Perry Judd’s pledged as collateral all of their shares of capital stock in each of their subsidiaries~~equipment.

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~~approximately $~~115~~130.0 million of purchased and leased capital expenditures have been invested ~~for~~by the Company 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~~affected. ~~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~~critical accounting policies are included in Note 1 of the Notes to Consolidated ~~Financial~~ Financial Statements in the Company’s Annual Report on Form 10-K for the year ~~ended~~ ended December 31, 2001. Management believes that the consistent application of ~~these~~ these policies enables the Company to provide readers of the financial ~~statements~~ 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.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Based on their evaluation as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q, the Company's chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in internal controls

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses. As a result, no corrective actions were undertaken.

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 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 prove incorrect, actual results could vary materially from those 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.

1314

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(a)	Exhibits

	Exhibit 10.7	Loan and Security Agreement dated August 19, 2002 between LaSalle Business Credit, Inc., as Lender and Perry Judd’s Incorporated, as Borrower.

	Exhibit 99.1	Certifications pursuant to the Sarbanes-Oxley Act of 2002.

(b)	Reports on Form 8-K

	There were no reports on Form 8-K filed during the quarterly period ended September 30, 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 June 30, 2002.

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:	August 14, 2002	/s/ Verne F. Schmidt
Date: November 12, 2002	/s/ Verne F. Schmidt
		Verne F. Schmidt Senior Vice President and Chief Financial Officer
	Verne F. Schmidt
	Senior Vice President and Chief Financial Officer

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.

CERTIFICATION

I, Craig A. Hutchison, Chief Executive Officer of Perry Judd’s Holdings, Inc., certify, pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this quarterly report on Form 10-Q of Perry Judd's Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(i) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(ii) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (“Evaluation Date”); and

(iii) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(i) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ Craig A. Hutchison
	Craig A. Hutchison
	Chief Executive Officer (Principal Executive Officer)
	November 12, 2002

CERTIFICATION

I, Verne F. Schmidt, Chief Financial Officer of Perry Judd’s Holdings, Inc., certify, pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this quarterly report on Form 10-Q of Perry Judd's Holdings, Inc.;

(ii) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (“Evaluation Date”); and

(iii) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

	/s/ Verne F. Schmidt
	Verne F. Schmidt
	Chief Financial Officer (Principal Financial Officer)
	November 12, 2002

Exhibit Index

Exhibit 10.7		Loan and Security Agreement dated August 19, 2002 between LaSalle Business Credit, Inc., as Lender, and Perry Judd’s Incorporated, as Borrower.

Exhibit 99.1		Certifications pursuant to the Sarbanes-Oxley Act of 2002.

Filing Compare · PERRY-JUDDS INC