UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

[GRAPHIC OMITTED]

 

PERRY JUDD’S HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

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

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES o No ý

 

As of November 6, 2003 there were 897,918 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 SEPTEMBER 30, 2003

INDEX

 

 

PART I.			FINANCIAL INFORMATION
	ITEM 1. Financial Statements
		Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002
		Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2003 and 2002
		Condensed Consolidated Statements of Minority Interests, Preferred Stock and Stockholders’ Equity for the Nine Months ended September 30, 2003
		Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2003 and 2002
		Notes to Condensed Consolidated Financial Statements
	ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 3.  Quantitative and Qualitative Disclosure About Market Risk
	ITEM 4.  Controls and Procedures
PART II.			OTHER INFORMATION
	ITEM 5.  Other Information
	ITEM 6.  Exhibits and Reports on Form 8-K

 

2

 

PERRY JUDD’S HOLDINGS, INC.

ITEM I. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

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

 

		September 30, 2003			December 31, 2002
		(Unaudited)			(Note)
ASSETS
Current Assets:
Cash and cash equivalents		$	797		$	970
Accounts receivable - net of allowance for doubtful accounts of $1,428 and $1,200, respectively		43,010			43,689
Inventories		15,461			14,750
Prepaid expenses		1,974			1,401
Deferred income taxes		1,940			1,904
Total current assets		63,182			62,714
Property, plant and equipment, at cost		162,115			156,249
Less accumulated depreciation and amortization		75,775			61,232
Property, plant and equipment - net		86,340			95,017
Goodwill		29,431			29,431
Other assets		1,957			2,543
TOTAL ASSETS		$	180,910		$	189,705
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	31,917		$	33,757
Revolving credit facility		19,018			8,706
Total current liabilities		50,935			42,463
Long-term debt		70,010			86,010
Deferred income taxes		17,680			19,374
Other noncurrent obligations		9,042			9,295
Total liabilities		147,667			157,142
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		3,937			3,738
STOCKHOLDERS’ EQUITY:
Preferred stock (Series A) - par value $0.001 per share, 775,000 shares authorized, 222,982 and 199,668 shares issued and outstanding, respectively		22,298			19,967
Common stock - par value $0.001 per share, 1,000,000 shares authorized, 897,918 and 901,317 shares issued and outstanding, respectively		1			1
Additional paid-in capital		22,410			22,482
Accumulated deficit		(15,403		)	(13,625		)
Total stockholders’ equity		29,306			28,825
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	180,910		$	189,705

 

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

 

3

 

PERRY JUDD’S HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

(DOLLARS IN THOUSANDS)

 

		THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
		2003			2002			2003			2002
NET SALES		$	73,782		$	76,438		$	218,673		$	212,348
OPERATING EXPENSES:
Costs of production and distribution		59,189			57,033			173,286			160,520
Selling, general and administrative		6,908			8,157			22,955			23,546
Depreciation		4,412			4,223			13,270			12,894
Amortization of intangibles		29			76			89			227
Gain on disposals of equipment		(58		)	(59		)	(202		)	(298		)
		70,480			69,430			209,398			196,889
INCOME FROM OPERATIONS		3,302			7,008			9,275			15,459
OTHER (INCOME) EXPENSES:
Interest expense		2,044			3,088			6,664			9,034
Interest income		(29		)	(30		)	(95		)	(89		)
Amortization of deferred financing costs		79			533			261			1,189
Loss on repurchases of senior subordinated notes		635			—			868			—
Other financial expenses		38			91			101			299
		2,767			3,682			7,799			10,433
INCOME BEFORE INCOME TAXES		535			3,326			1,476			5,026
PROVISION FOR INCOME TAXES		224			1,305			601			1,995
INCOME BEFORE DIVIDENDS AND ACCRETION ON REDEEMABLE PREFERRED STOCK		311			2,021			875			3,031
DIVIDENDS AND ACCRETION ON REDEEMABLE PREFERRED STOCK		107			110			322			326
NET INCOME		$	204		$	1,911		$	553		$	2,705

 

See notes to condensed consolidated financial statements.

 

4

 

PERRY JUDD’S HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF MINORITY INTERESTS, PREFERRED STOCK

AND STOCKHOLDERS’ EQUITY (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2003

(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, 2002		43,941		$	3,738		199,668		$	19,967		901,317		$	22,483		$	(13,625	)
Net income		—		—			—		—			—		—			553
Stock dividends		—		—			23,314		2,331			—		—			(2,331		)
Accretion on Series A redeemable preferred stock		—		199			—		—			—		—			—
Repurchase of common stock		—		—			—		—			(3,399	)	(105		)	—
Provision for non-cash compensation related to common stock options		—		—			—		—			—		33			—
September 30, 2003		43,941		$	3,937		222,982		$	22,298		897,918		$	22,411		$	(15,403	)

 

See notes to condensed consolidated financial statements.

 

5

 

PERRY JUDD’S HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2003 and 2002

(DOLLARS IN THOUSANDS)

 

		NINE MONTHS ENDED SEPTEMBER 30,
		2003			2002
OPERATING ACTIVITIES:
Net income		$	553		$	2,705
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		13,620			14,310
Accretion on redeemable preferred stock		199			186
Compensation related to common stock options		33			135
Deferred income taxes		(1,730		)	1,764
Gain on disposals of equipment		(202		)	(298		)
Loss on repurchases of senior subordinated notes		868			—
Changes in assets and liabilities:
Receivables		679			7,657
Inventories		(711		)	126
Accounts payable and accrued expenses		(1,840		)	(78		)
Other assets and liabilities - net		(644		)	(321		)
Net cash provided by operating activities		10,825			26,186
INVESTING ACTIVITIES:
Proceeds from disposals of equipment		65			260
Additions to property, plant and equipment - net		(4,632		)	(13,952		)
Net cash used in investing activities		(4,567		)	(13,692		)
FINANCING ACTIVITIES:
Increase in revolving debt		10,312			—
Debt repayments		—			(7,800		)
Financing costs incurred		(66		)	(113		)
Repurchase of senior subordinated notes		(16,572		)	—
Repurchase of common stock		(105		)	—
Net cash used in financing activities		(6,431		)	(7,913		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(173		)	4,581
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		970			4,123
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	797		$	8,704
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$	4,856		$	6,285
Cash paid for income taxes		2,550			263
NON-CASH TRANSACTIONS:
Stock dividends on preferred stock		$	2,331		$	2,012

 

See notes to condensed consolidated financial statements.

 

6

 

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 September 30, 2003 and December 31, 2002 and its related results of operations and cash flows for the three and nine month periods ended September 30, 2003 and 2002. 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, 2002 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:

 

		September 30, 2003			December 31, 2002
Raw materials		$	5,859		$	6,036
Work-in-process		5,694			4,940
Production supplies and maintenance parts		3,908			3,774
Total		$	15,461		$	14,750

 

3.                                       SENIOR SUBORDINATED NOTES

 

The Company issued $115,000,000 aggregate principal amount of its 10-5/8% senior subordinated notes due December 15, 2007 in connection with an acquisition. Interest on the notes accrues from the date of original issuance and is payable semi-annually in arrears on June 15 and December 15 of each year. The notes are redeemable, in whole or in part, at the option of the Company at specified redemption prices plus accrued interest to the date of redemption. The notes impose certain restrictions on the Company’s ability to make certain distributions and restricts the payments of dividends by the Company in certain circumstances. During the nine months ended September 30, 2003, the Company repurchased $16 million of its senior subordinated notes. After giving effect to the write-off of related deferred financing costs, the Company recognized a loss of $868,000 on the repurchases.

 

4.                                       NEW ACCOUNTING PRONOUNCEMENT

 

In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (“SFAS”) No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 is effective for the Company beginning January 1, 2004 and relates to the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The Company is assessing the impact of SFAS No. 150 on its consolidated financial statements.

 

7

 

ITEM 2.

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

 

You should read the following discussion of our financial condition and results of operations together with the condensed financial statements and the notes to condensed financial statements included elsewhere in this Form 10-Q. This discussion contains forward-looking statements based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements, due to factors including, but not limited to, those set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosure About Market Risk” sections of this Form 10-Q and the “Risk Factors” section of the Company’s annual report on Form 10-K for the year ended December 31, 2002. We undertake no obligation to update any forward-looking statements after the date of this Form 10-Q.

 

Recent Developments

 

In June 2001, the Company received notice that one of its customers, Time, Inc., will not be renewing its printing contract for the production of three weekly publications at its expiration on December 31, 2003.  The production related to this contract amounted to $24.7 million or 8.5% of consolidated net sales for 2002 and $17.9 million or 8.2% of consolidated net sales for the nine months ended September 30, 2003.

 

Additionally in August 2002, the Company received notice from Time, Inc. that it has not renewed its monthly printing contract that expired July 31, 2003. The production related to this contract amounted to $19.1 million or 6.6% of consolidated net sales for 2002 and $12.1 million for the work produced during 2003 or 5.5% of consolidated net sales for the nine months ended September 30, 2003.

 

Due to this loss of business, combined with continuing pricing pressure in the printing industry, double-digit escalations in medical costs and rising energy prices, management currently anticipates that income from operations will decline during 2004 by approximately $8 to $12 million reflecting: (a) the lost margin on Time, Inc. work net of savings associated with certain cost reductions; (b) the work anticipated to replace a portion of the lost volume at reduced pricing levels; and (c ) rising medical and energy costs. The Company can make no assurance, however, regarding the levels of cost reductions and replaced volumes that will be achieved in 2004.

 

On October 31, 2003 the Company announced that it will be laying off 237 of its Waterloo Wisconsin division employees by January 21, 2004, with 174 of these layoffs occurring on December 31, 2003.

 

8

 

Nine Months ended September 30, 2003 versus Nine Months ended September 30, 2002.

 

Net sales increased $6.4 million or 3.0% to $218.7 million for the nine months ended September 30, 2003 from $212.3 million for the nine months ended September 30, 2002. The increase resulted primarily from additional production volume and a 13.1% increase in the amount of paper the Company furnished to its customers during the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.

 

Costs of production and distribution increased $12.8 million or 8.0% to $173.3 million for the nine months ended September 30, 2003 from $160.5 million for the nine months ended September 30, 2002, principally related to higher production levels and the amount of paper the company furnished its customers. Costs of production as a percent of net sales were 79.2% for the nine months ended September 30, 2003 as compared to 75.6% experienced in the nine months ended September 30, 2002 principally related to proportionately higher paper costs, increased group medical and energy costs and sales price declines stemming from overcapacity in the commercial print markets. Paper costs were 21.1% of net sales for the nine months ended September 30, 2003 versus 19.3% for the nine months ended September 30, 2002.

 

Selling, general and administrative expenses decreased $0.5 million or 2.1% to $23.0 million for the nine months ended September 30, 2003 compared to $23.5 million for the nine months ended September 30, 2002.  Selling, general and administrative expenses decreased as a percent of net sales to 10.5% in the 2003 period compared to 11.1% in the 2002 period due primarily to the increase in net sales mentioned above.

 

Depreciation expense increased $0.4 million or 3.1% to $13.3 million for the nine months ended September 30, 2003 from $12.9 million for the nine months ended September 30, 2002 as a result of new assets placed in service within the past twelve months.

 

Income from operations decreased $6.2 million or 40.0% to $9.3 million for the nine months ended September 30, 2003 from $15.5 million for the nine months ended September 30, 2002, due to the factors discussed in the preceding paragraphs.

 

Interest expense decreased $2.3 million or 25.6% to $6.7 million for the nine months ended September 30, 2003 from $9.0 million for the nine months ended September 30, 2002 due to reduced debt levels during the 2003 period compared to the 2002 period.

 

Three Months ended September 30, 2003 versus Three Months ended September 30, 2002.

 

Net sales decreased $2.6 million or 3.4% to $73.8 million for the three months ended September 30, 2003 from $76.4 million for the three months ended September 30, 2002.  The decrease resulted primarily from lower volume of production units from new and existing customers.

 

Costs of production and distribution increased $2.2 million or 3.9% to $59.2 million for the three months ended September 30, 2003 from $57.0 million for the three months ended September 30, 2002 due to the cost factors listed below.  Costs of production as a percent of net sales were 80.2% for the three months ended September 30, 2003 as compared to 74.6% experienced in the three months ended September 30, 2002 sales price declines stemming from overcapacity in the commercial print markets. Paper costs were 21.5% of net sales for the three months ended September 30, 2003 versus 19.3% for the three months ended September 30, 2002.

 

Selling, general and administrative expenses decreased $1.3 million or 15.6% to $6.9 million for the three months ended September 30, 2003 compared to $8.2 million for the three months ended September 30, 2002 due to the elimination of the incentive compensation accrual during the three months ended September 30, 2003. Selling, general and administrative expenses decreased as a percent of net sales to 9.3% in the 2003 period compared to 10.7% in the 2002 period.

 

Depreciation expense increased $0.2 million or 4.8% to $4.4 million for the three months ended September 30, 2003 from $4.2 million for the three months ended September 30, 2002 as a result of new assets placed in service within the past twelve months.

 

Income from operations decreased $3.7 million or 52.9% to $3.3 million for the three months ended September 30, 2003 from $7.0 million for the three months ended September 30, 2002, due to the factors discussed in the preceding paragraphs.

 

Interest expense decreased $1.1 million or 35.5% to $2.0 million for the three months ended September 30, 2003 from $3.1 million for the three months ended September 30, 2002 as a result of reduced debt levels during the 2003 period compared to the 2002 period.

 

9

 

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, non cash compensation related to common stock options, dividends and accretion on redeemable preferred stock, gains and losses on disposition of assets and repurchases of senior subordinated notes (“EBITDA”) was $22.4 million for the nine months ended September 30, 2003 and $28.1 million for the nine months ended September 30, 2002. While EBITDA should not be construed as a substitute for operating income or loss or a better indicator of liquidity than cash flow from operating activities, which are determined in accordance with accounting principles generally accepted in the United States, it is included herein to provide additional information with respect to the ability of the Company to meet its future debt services, capital expenditure and working capital requirements. EBITDA is also a key factor used in several debt covenant ratios. EBITDA is not necessarily a measure of the Company’s ability to fund its cash needs, and items excluded from EBITDA (such as depreciation and amortization) are significant to an understanding of the Company’s financial results. In addition, EBITDA as presented by the Company may not be directly comparable to similarly-titled measures presented by other companies. The following table sets forth the components of EBITDA reflected in the financial statements (in thousands):

 

		NINE MONTHS ENDED SEPTEMBER 30,
		2003			2002
Income before income taxes		$	1,476		$	5,026
Interest expense		6,664			9,034
Interest income		(95		)	(89		)
Depreciation		13,270			12,894
Amortization		350			1,416
Gain on disposals of equipment		(202		)	(298		)
Non cash compensation related to common stock options		33			135
Loss on repurchases of senior subordinated notes		868			—
EBITDA		$	22,364		$	28,118

 

Working capital was $12.2 million and $20.3 million at September 30, 2003 and December 31, 2002, 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 credit agreements. On August 18, 2002, the Company entered into a new three year credit agreement (the “Credit Agreement”) which expires on August 18, 2005. The Credit Agreement is comprised of a $25 million revolving credit facility based upon a borrowing base of eligible accounts receivable. Borrowings under the Credit Agreement bear interest at rates that fluctuate with the prime rate and the Eurodollar rate. As of September 30, 2003, the Company had borrowings of approximately $19.0 million 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 September 30, 2003, the Company had no significant concentrations of credit risk.

 

During the nine months ended September 30, 2003 the Company repurchased $16.0 million of its senior subordinated notes. After giving effect to the write-off of related deferred financing costs, the Company recognized a loss of $868,000 on the repurchases.

 

As mentioned under “Recent Developments”, the Company received notice that a significant customer, Time, Inc., will not be renewing its printing contracts that have or will expire during 2003.  Due to this loss of business, combined with continuing pricing pressure in the printing industry, double-digit escalations in medical costs and rising energy prices, management currently anticipates that income from operations will decline during 2004 by approximately $8 to $12 million reflecting: (a) the lost margin on Time, Inc. work net of savings associated with certain cost reductions; (b) the work anticipated to replace a portion of the lost volume at reduced pricing levels; and (c) rising medical and energy costs. The Company can make no assurance, however, regarding the levels of cost reductions and replaced volumes that will be achieved in 2004.

 

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.

 

Critical Accounting Policies

 

A summary of the Company’s significant accounting policies are included in Note 1 of the Notes to Consolidated Financial Statements and in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. 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. No significant changes have occurred to these policies since December 31, 2002.

 

For an understanding of the significant factors that influenced the Company’s performance during the three and nine months ended September 30, 2003, the foregoing discussion should be read in conjunction with the condensed consolidated financial statements appearing elsewhere in this Quarterly Report.

 

10

 

RISK FACTORS

 

You should carefully consider and evaluate all of the information in this Form 10-Q, including the risk factors listed below. The risks described below are not the only ones facing our Company. Additional risks not now known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occur, our business could be materially harmed.

 

This Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Form 10-Q. We undertake no duty to update any of the forward-looking statements after the date of this Form 10-Q.

 

Loss of Key Customer

 

A significant portion of the Company’s net sales depends on a single customer whose contracts are expiring in 2003.  For the years ended December 31, 2002, 2001 and 2000, Time, Inc. comprised 15%, 14% and 15% of consolidated net sales, respectively.  Time, Inc. has notified the Company that it would not renew its monthly printing contract that expired on July 31, 2003.  Time, Inc. has also notified the Company that it will not renew its weekly contract at its expiration on December 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.  The Company has not yet been successful in replacing all of this loss of business.  No other customer accounted for more than 10% of the business.  (See “Recent Developments”).

 

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 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.

 

11

 

Subordination of the Senior Notes and Guarantees

 

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

 

Perry Judd’s Holdings is a holding company, the principal assets of which consist of equity interests in its subsidiaries. The Senior Notes are a direct obligation of Perry Judd’s Holdings, which derives all of its revenues from the operations of its subsidiaries. As a result, Perry Judd’s Holdings 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, Perry Judd’s Holdings’ 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 Perry Judd’s Holdings and the payment of any interest on or the repayment of any principal of any loans or advances made by Perry Judd’s Holdings 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) unless certain financial ratios are met. 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 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 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 that 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 all the assets of the Company and its subsidiaries, excluding all assets relating to inventory and property, plant and equipment.

 

12

 

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 1998, over $106 million of purchased and leased capital expenditures have been invested 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 component of 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 on 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 production volumes 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.

 

13

 

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 of 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.

 

14

 

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 facility, pursuant to which borrowings bear interest at a variable rate. See Notes 4, 7 and 11 of the Notes to Consolidated Financial Statements and Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Based on their evaluation as of September 30, 2003, 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-15(e) and 15d-15(e) 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 judgment 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, 2002 filed with the Securities and Exchange Commission on March 25, 2003. The Company does not undertake any obligation to update any forward-looking statements.

 

15

 

PART II.		OTHER INFORMATION
ITEM 5.		OTHER INFORMATION
		On October 31, 2003 the Company announced that it will be laying off 237 of its Waterloo Wisconsin division employees by January 21, 2004, with 174 of these layoffs occurring on December 31, 2003.
ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K
(a)		Exhibits
		Exhibit 31 Rule 13a-14(a) Certifications.
		Exhibit 32 Section 1350 Certifications.
		Exhibit 99.1 Press Release.
(b)		Reports on Form 8-K
		There were no reports on Form 8-K filed during the quarterly period ended September 30, 2003.

 

16

 

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.
Date:	November 6, 2003	/s/ Verne F. Schmidt
		Verne F. Schmidt
		Senior Vice President and
		Chief Financial Officer

 

17

 

Exhibit Index
	Exhibit 31 Rule 13a-14(a) Certifications
	Exhibit 32 Section 1350 Certifications *
	Exhibit 99.1 Press Release

 

(*  furnished herewith and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.)

 

18