UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


        (Mark One)
        [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
             FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002.

                                              or

        [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM ____________ TO____________


                         Commission File Number: 1-8328


                                  Anacomp, Inc.
             (Exact name of registrant as specified in its charter)


        Indiana                                  35-1144230
        (State or other jurisdiction of          (I.R.S. Employer
        incorporation or organization)           Identification No.)



                12365 Crosthwaite Circle, Poway, California 92064
                                 (858) 679-9797
   (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)



     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes X No

     As of July 31, 2002, the number of outstanding  shares of the  registrant's
Class A common Stock,  $.01 par value per share, was 4,030,000 and the number of
outstanding shares of the registrant's Class B common Stock, $0.01 par value per
share, was 4,034.


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
<S>             <C>                                                              <C>

  PART I.       FINANCIAL INFORMATION                                            Page
  Item 1.       Financial Statements (unaudited):

                   Condensed Consolidated Balance Sheets at
                        June 30, 2002 and September 30, 2001................       2

                   Condensed Consolidated Statements of Operations
                        Three Months Ended June 30, 2002 and 2001...........       3

                   Condensed Consolidated Statements of Operations
                        Nine Months Ended June 30, 2002 and 2001............       4

                   Condensed Consolidated Statements of Cash Flows
                        Nine Months Ended June 30, 2002 and 2001............       5

                   Notes to the Condensed Consolidated Financial Statements.       6

  Item 2.       Management's Discussion and Analysis of Financial
                        Condition and Results of Operations.................      17


  Item 3.       Quantitative and Qualitative Disclosures About Market Risk..      35


  PART II.      OTHER INFORMATION

  Item 1.       Legal Proceedings...........................................      36

  Item 2.       Changes in Securities and Use of Proceeds...................      36

  Item 6.       Exhibits and Reports on Form 8-K............................      36

  SIGNATURES.............................................................         38
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
                                                               Reorganized       Predecessor
                                                                 Company           Company
                                                               ____________     _____________
                                                                June 30,        September 30,
(in thousands)                                                    2002              2001
                                                               ____________     _____________
Assets                                                         (Unaudited)
Current assets:
   Cash and cash equivalents...............................  $      16,650      $     24,308
   Accounts receivable, net................................         40,012            43,360
   Inventories.............................................          4,093             4,937
   Prepaid expenses and other..............................          6,281             8,710
                                                               ____________     _____________
Total current assets.......................................         67,036            81,315

Property and equipment, net................................         29,401            33,141
Reorganization value in excess of identifiable net assets..         73,792               ---
Goodwill...................................................            ---            86,285
Intangible assets, net.....................................         11,308               ---
Other assets...............................................          3,785             7,077
                                                               ____________     _____________
                                                             $     185,322      $    207,818
                                                               ============     =============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
   Current portion of senior secured revolving credit
      facility.............................................  $      33,475      $     55,075
   10-7/8% senior subordinated notes payable...............            ---           310,943
   Accounts payable........................................         10,423            15,424
   Accrued compensation, benefits and withholdings.........         16,761            16,111
   Deferred revenue........................................          8,886             7,948
   Accrued income taxes....................................            978             5,625
   Accrued interest........................................            181            50,969
   Other accrued liabilities...............................         12,582            13,508
                                                               ____________     _____________
Total current liabilities..................................         83,286           475,603
                                                               ____________     _____________

Long-term liabilities.....................................           2,198            10,142
                                                               ____________     _____________
Stockholders' equity (deficit):
   Preferred stock.........................................            ---               ---
   Common stock............................................             40               146
   Additional paid-in capital..............................         96,885           111,324
   Accumulated other comprehensive income (loss)...........          2,003            (4,912)
   Retained earnings (accumulated deficit).................            910          (384,485)
                                                               ____________     _____________
Total stockholders' equity (deficit).......................         99,838          (277,927)
                                                               ____________     _____________
                                                             $     185,322      $    207,818
                                                               ============     =============
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                            <C>               <C>
                                                               Reorganized       Predecessor
                                                                 Company           Company
                                                              _____________     _____________
(in thousands, except per share amounts)                      Three months      Three months
                                                                  ended             ended
                                                              June 30, 2002     June 30, 2001
                                                              _____________     _____________
Revenues:
   Services...............................................   $      51,053      $     57,395
   Equipment and supply sales.............................          12,714            15,633
                                                              _____________     _____________
                                                                    63,767            73,028
                                                              _____________     _____________
Cost of revenues:
   Services...............................................          34,755            38,610
   Equipment and supply sales.............................           9,446            11,796
                                                              _____________     _____________
                                                                    44,201            50,406
                                                              _____________     _____________

Gross profit..............................................          19,566            22,622
Costs and expenses:
   Engineering, research and development..................           2,037             2,032
   Selling, general and administrative....................          14,519            20,347
   Amortization of intangible assets......................             496             2,911
   Restructuring charges (credits)........................           2,081            (1,207)
                                                              _____________     _____________

Operating income (loss)...................................             433            (1,461)
                                                              _____________     _____________

Other income (expense):
   Interest income........................................             102               283
   Interest expense and fee amortization..................          (1,051)          (10,843)
   Other..................................................             523              (523)
                                                              _____________     _____________
                                                                      (426)          (11,083)
                                                              _____________     _____________
Income (loss) before income taxes.........................               7           (12,544)
Provision for income taxes................................             ---               209
                                                              _____________     _____________
Net income (loss).........................................   $           7      $    (12,753)
                                                              =============     =============

Basic and diluted per share data:
   Basic and diluted net income...........................   $         0.00
                                                              =============

Shares used in computing basic and diluted net income per
   share..................................................           4,034
                                                              =============
</TABLE>


        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>               <C>
                                                               Reorganized
                                                                Company               Predecessor Company
                                                             ______________      ________________________________
(in thousands, except per share amounts)                   Six months ended      Three months         Nine months
                                                                 ended              ended                ended
                                                             June 30, 2002       December 31, 2001   June 30, 2002
                                                             ______________      ______________     ____________
Revenues:
   Services...............................................      $105,413          $ 55,098          $179,791
   Equipment and supply sales.............................        25,997            12,926            55,581
                                                             ______________      ______________     ____________
                                                                 131,410            68,024           235,372
                                                             ______________      ______________     ____________
Cost of revenues:
   Services...............................................        70,440            36,630           117,626
   Equipment and supply sales.............................        18,991             9,874            40,167
                                                             ______________      ______________     ____________
                                                                  89,431            46,504           157,793
                                                             ______________      ______________     ____________

Gross profit..............................................        41,979            21,520            77,579
Costs and expenses:
   Engineering, research and development..................         3,807             1,680             5,580
   Selling, general and administrative....................        31,214            15,643            66,641
   Amortization of intangible assets......................           992             2,896             8,818
   Restructuring charges (credits)........................         2,081            (1,032)           (1,207)
                                                             ______________      ______________     ____________

Operating income (loss)...................................         3,885             2,333            (2,253)
                                                             ______________      ______________     ____________

Other income (expense):
   Interest income........................................           173               155             1,033
   Interest expense and fee amortization..................        (2,255)           (3,114)          (33,065)
   Other..................................................           387              (221)             (676)
                                                             ______________      ______________     ____________
                                                                  (1,695)           (3,180)          (32,708)
                                                             ______________      ______________     ____________
Income (loss) before reorganization items, income taxes
   and extraordinary gain on extinguishment of debt.......         2,190              (847)          (34,961)
Reorganization items......................................           ---            13,328               ---
                                                             ______________      ______________     ____________
Income (loss) before income taxes and extraordinary
   gain on extinguishment of debt.........................         2,190            12,481           (34,961)
Provision for income taxes................................         1,280               450             1,175
                                                             ______________      ______________     ____________
Income (loss) before extraordinary gain on
   extinguishment of debt.................................           910            12,031           (36,136)
Extraordinary gain on extinguishment of debt, net of
   taxes..................................................           ---           265,329               ---
                                                             ______________      ______________     ____________
Net income (loss).........................................      $    910          $277,360          $(36,136)
                                                             ==============      ==============     ============
Basic and diluted per share data:

   Basic and diluted net income...........................      $   0.23
                                                             ==============

Shares used in computing basic and diluted net income
   per share..............................................         4,034
                                                             ==============
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>



                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                             <C>              <C>                <C>
                                                             Reorganized
                                                               Company             Predecessor Company
                                                           _______________   ________________________________
(in thousands)                                               Six months       Three months        Nine months
                                                                ended             ended              ended
                                                            June 30, 2002    December 31, 2001   June 30, 2001
                                                           _______________   _______________    ______________
Cash flows from operating activities:

   Net income (loss)......................................  $        910      $    277,360       $   (36,136)
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
     Extraordinary gain on extinguishment of debt.........           ---          (265,329)              ---
     Adjustments of assets and liabilities to fair value..           ---           (16,916)              ---
     Write off of deferred debt issuance costs and
        unamortized premiums and discounts................           ---             2,216               ---
     Depreciation and amortization........................         9,123             7,194            23,732
     Non-cash settlement of facility lease contract.......           ---               349               ---
     Non-cash charge included in restructuring charge.....            69               ---               ---
     Amortization of debt fees, premiums, and discounts...           344                92             1,050
     Non-cash legal settlement charge.....................           ---               ---             1,502
      Change in assets and liabilities:
       Accounts and other receivables.....................           136             3,092            10,033
       Inventories........................................           105               739             1,337
       Prepaid expenses and other assets..................         1,356               332             1,067
       Accounts payable, accrued expenses and other
         liabilities......................................        (1,445)           (3,733)          (12,870)
       Accrued interest...................................           168              (387)           24,940
                                                            _______________   _______________    ______________
        Net cash provided by operating activities.........        10,766             5,009            14,655
                                                            _______________   _______________    ______________

Cash used in investing activities:
   Purchases of property and equipment....................        (2,134)           (1,075)           (3,992)
                                                            _______________   _______________    ______________

Cash flows from financing activities:
   Proceeds from liquidation of currency swap contracts...           ---               ---               763
   Principal payments on revolving line of credit.........       (19,600)           (2,000)           (1,575)
                                                            _______________   _______________    ______________

        Net cash used in financing activities.............       (19,600)           (2,000)             (812)
                                                            _______________   _______________    ______________
Effect of exchange rate changes on cash and cash
   equivalents............................................           739               637              (270)
                                                            _______________   _______________    ______________
Increase (decrease) in cash and cash equivalents..........       (10,229)            2,571             9,581
Cash and cash equivalents at beginning of period..........        26,879            24,308            13,988
                                                            _______________   _______________    ______________
Cash and cash equivalents at end of period................  $     16,650      $     26,879       $    23,569
                                                            ===============   ===============    ==============

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest..................................  $      1,356      $      1,434       $     5,579
                                                            ===============   ===============    ==============
  Cash paid for income taxes..............................  $      1,470      $        459       $     1,286
                                                            ===============   ===============    ==============

</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Company Reorganization

         Financial Restructuring and Reorganization

On October 19,  2001,  we filed a voluntary  petition for  reorganization  under
Chapter 11 of the U.S.  Bankruptcy  Code,  together with a  prepackaged  plan of
reorganization  (the "Plan"),  with the U.S.  Bankruptcy  Court for the Southern
District of California. The U.S. Bankruptcy Court confirmed the Plan on December
10, 2001, and we emerged from bankruptcy effective December 31, 2001.

The primary  benefits of our bankruptcy  were the elimination of $310 million of
debt and the related  annual  interest  expense of  approximately  $34  million.
Additionally, our credit facility was amended such that we cured previous events
of  default  and we  continue  to have the  ability  to borrow  under the credit
facility.  Borrowings  under the  facility  are  subject  to  revised  terms and
restrictions,  and we are required to make  mandatory  quarterly  payments  that
reduce the borrowing base of the credit facility (see Note 4).

Under the Plan, our publicly traded 10-7/8% senior subordinated  notes,  related
accrued  interest and existing  Anacomp  common stock  (14,566,198  shares) were
canceled,  and new  common  stock  was  issued.  New  Class A Common  Stock  was
distributed  to the holders of the notes,  as well as reserved  for  issuance as
incentive compensation to Anacomp personnel. New Class B Common Stock was issued
and distributed to holders of previously existing Anacomp common stock.

Pursuant to the reorganization,  we are authorized to issue 40,000,000 shares of
Class A Common  Stock,  787,711  shares of Class B Common  Stock  and  1,000,000
shares  of  preferred  stock.  Terms and  conditions  of the Class A and Class B
Common Stock are  identical,  including  voting rights,  dividends,  when and if
declared,  and liquidation rights,  subject to any preference of preferred stock
as may be  issued  in the  future.  Class B  Common  Stock  is also  subject  to
potential  further  dilution if  additional  shares of Class B Common  Stock are
required to be issued in satisfaction of claims pursuant to the  reorganization.
Preferred  stock is  authorized to be issued in one or more series with terms to
be established at the time of issuance by our Board of Directors.

In exchange for the notes  totaling  $310 million and related  accrued  interest
totaling $52.3 million,  holders of the notes received  4,030,000  shares of new
Class A Common Stock.

For each share of common stock  outstanding  immediately  prior to the emergence
from bankruptcy,  common  shareholders  received  .0002769 shares of new Class B
Common Stock. As a result, 4,034 shares of new Class B Common Stock were issued.
In  addition,  for  each  share  of new  Class  B  Common  Stock  issued,  these
shareholders received 194.12 warrants.  Each warrant is exercisable for a period
of five years for the  purchase of one share of the new Class B Common  Stock at
an exercise price of $61.54 per share. As a result, 783,077 warrants to purchase
Class B Common Stock were issued.

Holders of Class A Common Stock own 99.9% of our equity and those  holding Class
B Common Stock own 0.1%.

Also, as a result of the Chapter 11 reorganization, the following occurred:

o    all unexercised options were canceled;

o    prior stock option plans were terminated;

o    executory contracts were assumed or rejected;

o    trade  creditors were paid in the ordinary  course of business and were not
     impaired;

o    members of a new Board of Directors  were  designated by the holders of the
     subordinated notes;

o    403,403  shares of new Class A Common Stock were  authorized for use in the
     establishment of new stock option plans; and

o    the senior secured revolving credit facility was amended (see Note 4).

Under bankruptcy law, an executory contract is an agreement between a debtor and
third  party  under  which,  as of the date of a debtor's  Chapter 11  petition,
material  performance  on the  agreement  remains  due from both the  debtor and
non-debtor  party,  such  that  the  failure  of  either  side  to  perform  its
obligations  under the  agreement  would  excuse the other  party  from  further
performance.  The  Bankruptcy  Code  permits a Chapter 11 debtor to assume (i.e.
agree to  continue  to be bound both  during the  Chapter 11 case and  following
emergence)  or reject  (breach and no longer be bound during the Chapter 11 case
or thereafter) any executory contract. We assumed all of our executory contracts
under  our  confirmed   plan  of   reorganization   except  one,   which  was  a
nonresidential lease of real property.

Substantially  all claims  that were filed in  conjunction  with the  Chapter 11
proceedings  have been disallowed by the court.  The majority of the claims were
paid prior to or subsequent to our bankruptcy  filing.  The remainder related to
executory contracts assumed under the Plan,  represent  duplicate claims,  claim
amounts  that  differ  from our  records  or claims  that were filed late or are
unsubstantiated. As a result, there are no unrecorded claims.


        Business Unit Structuring

In May 2001,  we  announced  our  intention to sell all or parts of our European
document-management    business,   Document   Solutions   International   (DSI).
Approximately $3.9 million was spent for restructuring, consulting and severance
expenses  in  fiscal  year  2001 in  preparation  for a  potential  sale of DSI.
Revenues from DSI were $40.3 million, $11 million and $22.1 million, or 13%, 16%
and 17% of total Anacomp revenues in fiscal year 2001, in the three-month period
ended  December  31,  2001 and in the  six-month  period  ended  June 30,  2002,
respectively.

A sale of all of DSI is not currently planned;  however, we continue to exercise
our  reasonable  best  efforts to complete a sale of  portions of DSI.  Any such
eventual sale is subject to approval by Fleet National  Bank, as agent,  and its
syndicate of lenders (collectively, "the Bank Group") and we will be required to
remit  proceeds from any sale to pay down our senior  credit  facility (see Note
4). The  execution,  timing,  likelihood  and amount of net proceeds of any such
potential  sale are uncertain and we are continuing the operations of DSI in its
normal  course of  business.  Accordingly,  it is not  possible to predict  with
accuracy the potential impact that a sale transaction  involving portions of DSI
would have on future results; however, management expects that such a sale would
generate funds that would be used to pay down the  outstanding  credit  facility
balance.  Our International  Technical Services business is not affected by this
potential transaction.

Note 2.  Basis of Presentation

At December 31, 2001, as a result of our emergence from  bankruptcy,  we adopted
Fresh Start  Reporting in  accordance  with AICPA  Statement  of Position  90-7,
"Financial  Reporting by Entities in Reorganization  under the Bankruptcy Code."
Fresh Start Reporting resulted in material changes to the Condensed Consolidated
Balance  Sheet as of  December  31,  2001,  including  adjustment  of assets and
liabilities  to  estimated  fair  values,  the  valuation of equity based on the
reorganization value of the ongoing business,  and the recording of an asset for
reorganization value in excess of the fair value of the separately  identifiable
assets and liabilities (similar to goodwill).

The accompanying  financial statements include historical information from prior
to December 31, 2001,  the effective  date we emerged from  bankruptcy,  and are
identified as financial  statements of the  Predecessor  Company.  The Condensed
Consolidated  Balance Sheet and Statements of Operations as of and for the three
and  six-month  periods  ended June 30, 2002,  as well as the  Statement of Cash
Flows for the six-month  period ended June 30, 2002,  represent the  Reorganized
Company after adopting Fresh Start Reporting.  Due to our reorganization and the
implementation  of Fresh Start Reporting (see Note 3), the financial  statements
for the  Reorganized  Company  are not  comparable  to those of the  Predecessor
Company.

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts  of  Anacomp  and  our  wholly-owned   subsidiaries.   All  significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
The financial statements, except for the balance sheet as of September 30, 2001,
have not been audited but, in the opinion of management, include all adjustments
(consisting of normal recurring accruals and the adjustments  described in Notes
3 and 7) necessary for a fair presentation of our financial position, results of
operations and cash flows for all periods presented.  These financial statements
should be read in  conjunction  with the financial  statements and notes thereto
for the year ended September 30, 2001, included in our fiscal 2001 Annual Report
on Form 10-K (the financial  statements contained in such report represent those
of the Predecessor  Company and are not comparable to the Reorganized  Company),
and our Form S-1/A  dated  June 12,  2002.  Interim  operating  results  are not
necessarily  indicative of operating  results for the full year or for any other
period.

Preparation of the accompanying  condensed  consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities,  the  disclosure  of  contingent  assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the periods presented. Estimates have been prepared
on the basis of the most current available  information and actual results could
differ from those estimates.

Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.

Note 3. Fresh Start Reporting

Our  enterprise  value  of $150  million  before  consideration  of  debt  after
reorganization at December 31, 2001 was determined based on the consideration of
many factors and various valuation methods, including:

o    discounted cash flow analysis;

o    selected publicly-traded company market multiples;

o    selected acquisition transaction multiples; and

o    applicable  ratios and  valuation  techniques  believed by management to be
     representative of our business and industry.

The cash flow  valuation  utilized  five-year  projections  assuming  a weighted
average  cost of capital  rate of  approximately  13.5%.  A  terminal  value was
determined  using  a  multiple  of our  estimated  fifth  year  earnings  before
interest, other income, reorganization items, asset impairment and restructuring
charges, taxes, depreciation and amortization, and extraordinary items (referred
to as "EBITDA"),  together with the net present value of the five-year projected
cash  flows.  The  excess of the  reorganization  value  over the fair  value of
identifiable net assets of $73.8 million is reported as "Reorganization value in
excess  of  identifiable   net  assets"  and  will  not  be  subject  to  future
amortization  (similar to goodwill) in  accordance  with  Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" as
issued by the Financial Accounting Standards Board ("FASB").

For  enterprise  valuation  purposes,  we estimated  our revenues and cash flows
through fiscal year 2006. We projected  continued declines in Computer Output to
Microfiche  ("COM")  and  COM-related  revenues at a rate of  approximately  20%
annually and growth in digital and multi-vendor  services and product offerings.
Our projections also assumed the following:

o    the elimination of our subordinated notes and related interest;

o    continued  reduction  of costs  through  consolidation  of  facilities  and
     adjustments to our labor force to maintain COM gross margin levels;

o    the completion of our bankruptcy and related legal and professional  costs;
     and

o    our recent cost reduction activities and restructurings.

In developing the assumptions  underlying the cash flow projections,  management
considered  such factors as historical  results as well as its best estimates of
expected future market conditions based on information  available as of December
31, 2001.  Actual  future  events and results  could differ  substantially  from
management's estimates,  assumptions and projections including,  but not limited
to, the matters discussed above. Unfavorable changes compared to our projections
used for Fresh Start  Reporting  purposes could result in future  impairments of
our reorganization asset and identifiable intangible assets.

As a result of Fresh Start Reporting, identifiable intangible assets were valued
and consist of the following to be amortized over the useful lives indicated:
<TABLE>
<CAPTION>

<S>                                                             <C>             <C>
(dollars in thousands; unaudited)                          Life in Years   June 30, 2002
__________________________________________________________ _____________   _____________
Customer contracts and related customer relationships.....      10         $    7,600
Digital technology and intellectual property..............       3              3,100
COM technology and intellectual property..................      10              1,300
COM production software...................................       5                300
                                                                           _____________
Total.....................................................                     12,300
Less: accumulated amortization............................                       (992)
                                                                           =============
                                                                           $   11,308
                                                                           =============
</TABLE>


Based on the intangible asset values noted above,  related  amortization expense
will be approximately $2 million annually for the next three years.

The  reorganization  and the adoption of Fresh Start  Reporting  resulted in the
following  adjustments to our unaudited Condensed  Consolidated Balance Sheet as
of December 31, 2001:
<TABLE>
<CAPTION>
<S>                              <C>               <C>                <C>         <C>
                                Predecessor     Reorganization and Fresh Start   Reorganized
                                  Company                Adjustments               Company
                                December 31,    _______________________________  December 31,
(in thousands; unaudited)          2001             Debit            Credit         2001
_____________________________   ____________    _____________   _______________  ____________
Assets
Total current assets........    $  78,261       $    ---         $    ---        $  78,261
Property and equipment, net.       30,565          2,483  (a)         ---           33,048
Reorganization value in
  excess of identifiable
  assets....................          ---         73,792  (c)         ---           73,792
Goodwill....................       83,644            ---           83,644  (b)         ---
Intangible assets...........          ---         12,300  (d)         ---           12,300
Other assets................        8,179            ---            3,142  (e)       5,037
                                ____________    _____________   _______________  ____________
                                $ 200,649       $ 88,575         $ 86,786        $ 202,438
                                ============    =============   ===============  ============

Liabilities and Stockholders' Equity
   (Deficit)
Current liabilities:
  Current portion of
    senior secured
    revolving credit
    facility................    $  53,075       $ 43,825  (f)    $    ---        $   9,250
  10-7/8% senior
    subordinated notes
    payable.................      310,926        310,926  (g)         ---              ---
  Accounts payable..........       11,051            ---              ---           11,051
  Accrued compensation,
    benefits and
    withholdings............       16,275            ---              ---           16,275
  Accrued income taxes......        4,220          3,027  (h)         ---            1,193
  Accrued interest..........       52,267         52,254  (i)         ---               13
  Other accrued liabilities.       22,642          1,075  (j)         ---           21,567
                                ____________    _____________   _______________  ____________
Total current liabilities...      470,456        411,107              ---           59,349
Long-term liabilities:
  Long-term portion of
  senior secured revolving
  credit facility...........          ---            ---           43,825  (f)      43,825
  Other long-term
  liabilities...............       10,222          7,883  (k)         ---            2,339
                                ____________    _____________   _______________  ____________
Total long-term liabilities.       10,222          7,883           43,825           46,164
Stockholders' equity
(deficit):
  Common stock..............          146            146  (l)          40  (m)          40
  Additional paid-in
   capital..................      111,324        111,324  (l)      96,885  (m)      96,885
  Accumulated other
    comprehensive loss......       (4,273)           ---            4,273  (l)         ---
  Accumulated deficit.......     (387,226)           ---          387,226  (l)         ---
                                ____________    _____________   _______________  ____________
Total stockholders' equity
(deficit)...................     (280,029)       111,470          488,424           96,925
                                ____________    _____________   _______________  ____________
                                $ 200,649       $530,460         $532,249        $ 202,438
                                ============    =============   ===============  ============
</TABLE>


Explanations of the above adjustment columns are as follows:

a)   To adjust property and equipment to estimated fair value.

b)   To  reflect  write off of  excess  of  purchase  price  over net  assets of
     businesses acquired.

c)   To establish the reorganization value in excess of identifiable assets. The
     amounts are calculated below:
<TABLE>
<CAPTION>
          <S>                                                        <C>
          (in thousands; unaudited)                               Amount
          ________________________________________________    _____________
          Senior secured revolving credit facility........     $    53,075
          New equity......................................          96,925
                                                              _____________
          Enterprise value................................         150,000
          Plus: fair value of identifiable liabilities....          52,438
          Less: fair value of identifiable assets.........        (128,646)
                                                              _____________
            Reorganization value in excess of
              identifiable assets                              $    73,792
                                                              =============

</TABLE>

d)   To establish  separately  identifiable  intangible assets at estimated fair
     value.
e)   To write  off  deferred  costs on  senior  subordinated  debt  canceled  in
     bankruptcy.
f)   To  reclassify  portion  of  revolving  credit  facility  from  current  to
     long-term,  consistent  with  principal  repayment  terms  of  the  amended
     facility agreement.
g)   To write off the senior  subordinated  notes  canceled  in  bankruptcy  and
     related unamortized premium and discount.
h)   To adjust accrued income taxes to amounts currently payable.
i)   To write off accrued interest related to the senior subordinated notes.
j)   To adjust other accrued liabilities to estimated fair values.
k)   To adjust other long-term liabilities to estimated fair values.
l)   To eliminate stockholders' deficit of the Predecessor Company.
m)   To reflect  issuance of  4,030,000  shares of new Class A Common  Stock and
     4,034 shares of new Class B Common Stock at estimated fair value.

The  extraordinary  gain on extinguishment of debt, net of taxes, for the period
ended December 31, 2001, is calculated as follows:

<TABLE>
<CAPTION>

            <S>                                                   <C>
            (in thousands; unaudited)                             Amount
            _______________________________________________   _____________
            Carrying value of senior subordinated notes....   $    310,000
            Carrying value of related accrued interest.....         52,254
            Issuance of new common stock...................        (96,925)
                                                              _____________
                Extraordinary gain on extinguishment of debt  $    265,329
                                                              =============
</TABLE>

The holders of the senior subordinated notes received 99.9% of the new equity of
the Reorganized  Company;  therefore,  the net equity of the Reorganized Company
was  used  as  the  basis  for   consideration   exchanged  in  determining  the
extraordinary  gain on  extinguishment of debt. There is no income statement tax
effect from the extinguishment of debt (see Note 6).


In accordance  with Statement of Position 90-7,  transactions of the Predecessor
Company resulting from the Chapter 11 reorganization are reported  separately as
reorganization  items in the accompanying  Condensed  Consolidated  Statement of
Operations for the period ended December 31, 2001, and are summarized below:

<TABLE>
<CAPTION>
            <S>                                                     <C>
                                                              Three Months
                                                                  Ended
                                                               December 31,
            (in thousands; unaudited)                              2001
            ________________________________________________  ______________
            Adjustment of assets and liabilities to fair
              value.........................................  $     16,916
            Write off of deferred debt issuance costs and
              unamortized premiums and discounts............        (2,216)
            Professional fees and other reorganization costs        (1,023)
            Settlement of facility lease contract...........          (349)
                                                              ______________
                Reorganization items                          $     13,328
                                                              ==============
</TABLE>

Note 4.  Senior Secured Revolving Credit Facility

On August  24,  2001,  we and the Bank  Group  executed  a Summary  of Terms and
Conditions regarding amendments to the senior secured revolving credit facility.
The amended facility, which became effective December 31, 2001, included a $58.9
million  limit,  with a $53.1 million  sublimit for direct  borrowing and a $5.8
million letter of credit  sublimit.  In accordance  with the new agreement,  the
$53.1 million direct borrowing  sublimit was reduced to $48.3 million as of June
30, 2002 as a result of scheduled principal repayments, issuance of a new letter
of credit,  and the sale of assets.  The credit limit will be subject to further
reductions  as the  periodic  scheduled  principal  repayments  become due.  The
facility is available  for new  borrowings  when direct  borrowings  are reduced
below the credit limit.

At June 30, 2002, our  outstanding  balance was $33.5 million (plus  outstanding
letters of credit of $6.2  million).  During the quarter ended June 30, 2002, we
made cash payments totaling $7.9 million, which is $5.9 million greater than our
scheduled paydowns,  resulting in $14.8 million of borrowing capacity, including
the effect of other commitment reductions.

The maturity date of the amended facility is June 30, 2003, with an extension to
December  31,  2003  if a sale of DSI  occurs  and  results  in $4  million  net
proceeds,  or we elect to increase the interest  rate by 1% during the extension
period.  Upon  closing a sale of DSI,  we would be required to make a payment to
the Bank Group to permanently  reduce the credit facility.  The payment would be
the greater of $4 million or 85% of the net sale proceeds as defined.  Under the
amended  facility,  the direct  borrowings limit will be permanently  reduced by
future required principal repayments as follows:

o       $3 million on September 30, 2002;
o       $2.25 million on December 31, 2002 and March 31, 2003;
o       $2.5 million on June 30, 2003; and
o       $2.5 million on September 30, 2003 (if maturity date is extended).

If we were to only remit  payments  in total  equal to the  scheduled  principal
repayments  through maturity at June 30, 2003, the unpaid balance would be $39.1
million.  Our credit facility expires on June 30, 2003, although we have options
to extend the  maturity to December 31,  2003.  In 2003,  we will be required to
either  repay any  remaining  principal  or refinance  the credit  facility.  We
believe we will be able to refinance the facility at that time,  although  there
can be no assurances  that such financing will be available on terms  acceptable
to us, if at all.

The amended facility bears interest at a base rate equal to the higher of a) the
annual rate of interest  announced  from time to time by Fleet  National Bank as
its best rate, or b) one-half of one percent  above the Federal Funds  Effective
Rate, for the portion of the facility equal to a Formula Borrowing Base ("FBB").
The FBB equals  80% of  eligible  accounts,  which  include  U.S.  and  Canadian
accounts receivable. The rate of interest is three percentage points higher than
the  base  rate for the  facility  balance  outstanding  in  excess  of the FBB.
Interest is due and payable monthly in arrears.  The interest rate was 4.75% for
the FBB portion and 7.75% for the excess  portion at June 30, 2002.  At June 30,
2002,  the FBB was $15.9 million and the excess of  borrowings  over the FBB was
$17.6 million.

The credit  facility is secured by virtually  all Anacomp  assets and 65% of the
capital  stock of our foreign  subsidiaries.  The  facility  contains  covenants
relating to limitations on the following:

o       capital expenditures;
o       additional debt;
o       open market purchases of our common stock;
o       mergers and acquisitions; and
o       liens and dividends.

The credit  facility also is subject to minimum  EBITDA,  interest  coverage and
leverage  ratio  covenants.  In  addition,  we are required to remit to the Bank
Group the net proceeds of any capital asset sale.

In connection  with the facility  amendment,  we paid a fee of $0.8 million that
has  been  capitalized,  is  included  in  "Other  assets"  in the  accompanying
Condensed  Consolidated  Balance Sheet at June 30, 2002, and is being  amortized
over the remaining term of the facility.

From  July 1,  2002 to  August  14,  2002 we made  $1.8  million  of  additional
non-scheduled cash payments to reduce the outstanding facility balance to $ 31.7
million. As of August 14, 2002 we have $16.6 million of borrowing capacity until
the scheduled September 30, 2002 direct borrowing limit reduction of $3 million.

Note 5.  Senior Subordinated Notes

The Predecessor  Company had outstanding $310 million of publicly traded 10-7/8%
senior  subordinated  notes and related  accrued  interest  of $52.3  million at
October 19, 2001. As detailed in Note 1, the notes and related accrued  interest
were extinguished in the reorganization. The accompanying Condensed Consolidated
Statement  of  Operations  for the  period  ended  December  31,  2001  includes
approximately  $1.7 million of interest expense on the notes through October 19,
2001, the date we filed for bankruptcy.  Had interest on the senior subordinated
notes continued to accrue beyond the October 19, 2001 bankruptcy filing date, we
would have  recognized an additional  $6.9 million in interest  expense  through
December 31, 2001.

Note 6. Income Taxes

Our provision for income taxes consists of the following:
<TABLE>
<CAPTION>

<S>                                   <C>                  <C>                 <C>
                                  Reorganized
                                    Company                     Predecessor Company
                                 ______________       _______________________________________
                                   Six months           Three months            Nine months
                                      ended                ended                   ended
(in thousands)                    June 30, 2002        December 31, 2001       June 30, 2001
                                 ______________       __________________       ______________
Federal......................... $          185        $         ---           $        ---
State...........................             28                   10                     30
Foreign.........................          1,067                  440                  1,145
                                 ______________       __________________       ______________
                                 $        1,280         $        450           $      1,175
                                 ==============       ==================       ==============
</TABLE>

Due to our reorganization, we have Cancellation of Debt ("COD") income estimated
to be $265.3 million.  As a result,  we will be required to reduce,  for federal
income tax  purposes,  certain tax  attributes,  including  net  operating  loss
carryforwards  and  property  basis  by the  amount  of the  COD.  These  actual
adjustments  will be determined  at the end of our fiscal year ending  September
30, 2002. A deferred tax liability  has been  recorded for COD, book  intangible
assets and certain temporary differences. A deferred tax asset has been recorded
for tax  goodwill  in excess of book  reorganization  asset,  certain  temporary
differences,  net operating  losses and other tax basis  carryforwards.  We have
recorded a  valuation  allowance  in the amount of $19 million in order to fully
offset  the net  deferred  tax asset.  At June 30,  2002,  our most  significant
deferred tax assets and liabilities relate to temporary  differences for COD and
net  operating  losses.  These timing  differences  are expected to be realized,
offset and reversed with no impact on the net value of the deferred tax asset at
September 30, 2002.

Valuation allowances are established to reduce deferred tax assets to the amount
expected to be realized in future  years.  Management  periodically  reviews the
need for valuation allowances based upon our results of operations.

Note 7. Restructuring Activities

In fiscal year 2002, we recorded a restructuring  charge of $2.1 million related
to the  reorganization  of our operations from two business units to one entity.
We reorganized  our workforce by combining the field  organizations  of Document
Solutions  and  Technical  Services  into  one  organization,   establishing  an
executive  level  position to oversee  all sales and  marketing  activities  and
implementing  a single  support  group  for our data  centers,  Web  Presentment
operations,  field services  operations and process quality.  The  restructuring
charges  included  $1.6 million in employee  severance  and  termination-related
costs for  approximately  100  employees,  all of whom will leave the company by
September  30,  2002.  The  severance  payments  will be completed by the second
quarter of fiscal 2003.  The  restructuring  charges also include  approximately
$0.4 million for the closure of a data center for which  payments  will continue
until  the  lease  expires  in July  2004.  Of the $0.4  million,  $69  thousand
represents  a  non-cash  charge  to write  off the net book  value of  leasehold
improvements   located  in  the  closed  data   center.   As  a  result  of  the
restructuring,  we anticipate annual savings of approximately  $7.1 million,  or
approximately  $0.6 million monthly.  We anticipate the phase-in of cost savings
to begin in the fourth quarter of fiscal year 2002.

In the second and third  quarters of 2000, we effected a  reorganization  of our
workforce  in the  United  States  and  Europe  along  our  lines  of  business,
reorganized  parts of our  corporate  staff  and  phased  out our  manufacturing
operations.  To  accomplish  the  reorganization  of our workforce and corporate
staff, we reassessed job responsibilities and personnel  requirements in each of
our continuing  business units and corporate staff.  The assessment  resulted in
substantial   permanent  personnel   reductions  and  involuntary   terminations
throughout  our  organization,  primarily  in our  European  operations  and our
corporate and manufacturing  staff. We recorded  restructuring  charges of $14.6
million  related to these actions.  Employee  severance and  termination-related
costs were for approximately  300 employees,  all of whom have left the company;
we have paid all  related  severance.  Other fees  relate to  professional  fees
associated  with  negotiations  to  terminate  facility  leases and other  costs
associated  with  implementation  of our new  business  unit  structure  and the
reorganization of our business units into separate  entities.  We have also paid
these fees.  In the first  quarter of fiscal year 2002,  we vacated our Japanese
facility,  terminated  substantially  all related  personnel and undertook other
procedures  to wind  down our  Japanese  subsidiary.  As a result,  we  reversed
approximately $1 million of fiscal 2000 business  restructuring  reserves due to
favorable circumstances related to the shutdown. Our closure costs to vacate the
facility in Japan,  costs to fulfill our contract  obligations and severance and
related  professional costs up to that time were less than we anticipated at the
time we recorded  the  accrual.  As of June 30, 2002,  the  remaining  liability
related to  international  facility  costs is  expected to be paid by the end of
December  2003,  and  remaining  contractual  obligation  costs of the  Japanese
subsidiary are expected to be paid by the end of September 30, 2002.

In fiscal 1998, we recorded  restructuring  charges of $8.5 million and reserves
of $15.2 million related to the First Image acquisition. This liability has been
fully paid as of June 30, 2002.

The  restructuring  reserves  are  included  as a  component  of "Other  accrued
liabilities" in the accompanying Condensed Consolidated Balance Sheets.

The  following  tables  present the activity  and balances of the  restructuring
reserves from September 30, 2001 to June 30, 2002 (in thousands):
<TABLE>
<CAPTION>

<S>                       <C>               <C>             <C>               <C>
     Fiscal Year 2002 Restructuring
____________________________________________________________________________________________
                                                          Payments and
Reorganized Company     December 31, 2001  Adjustments     Deductions        June 30, 2002
_____________________   _________________  ____________   ______________  __________________
Employee Separations    $          ---     $    1,638     $     (692)     $        946
Facility Closing                   ---            443            (69)              374
                        _________________  ____________   ______________  __________________
                        $          ---     $    2,081     $     (761)     $      1,320
                        =================  ============   ==============  ==================

     Fiscal Year 2000 Restructuring
____________________________________________________________________________________________
Reorganized Company     December 31, 2001  Adjustments    Cash Payments      June 30, 2002
_____________________   _________________  ____________   ______________  __________________
Facility Closing        $          120     $      ---     $      (15)     $        105
Contract Obligations               170            ---            (24)              146
                        _________________  ____________   ______________  __________________
                        $          290     $      ---     $      (39)     $        251
                        =================  ============   ==============  ==================

____________________________________________________________________________________________


                          September 30,                                       December 31,
Predecessor Company           2001         Adjustments     Cash Payments          2001
______________________  _________________  ____________   ______________  __________________
Employee Separations    $          269     $     (214)    $      (55)     $        ---
Facility Closing                   281           (149)           (12)              120
Contract Obligations               511           (307)           (34)              170
Professional and Other             313           (313)           ---               ---
                        _________________  ____________   ______________  __________________
                        $        1,374     $     (983)    $     (101)     $        290
                        =================  ============   ==============  ==================

     Fiscal Year 1998 Restructuring
____________________________________________________________________________________________
Reorganized Company     December 31, 2001  Adjustments    Cash Payments     June 30, 2002
______________________  _________________  ____________   ______________  __________________
Facility Closing        $          160     $      ---     $      (160)    $        ---
                        _________________  ____________   ______________  __________________
                                   160            ---     $      (160)    $        ---
                        =================  ============   ==============  ==================


                          September 30,                                       December 31,
Predecessor Company           2001         Adjustments     Cash Payments          2001
______________________  _________________  ____________   ______________  __________________
Facility Closing        $          276     $      (39)    $        (77)   $           160
Other                               10            (10)             ---                ---
                        _________________  ____________   ______________  __________________
                        $          286     $      (49)    $        (77)   $           160
                        =================  ============   ==============  ==================
</TABLE>


Note 8.  Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>

<S>                                                          <C>              <C>
                                                          June 30,        September 30,
                                                            2002              2001
                                                        (Reorganized      (Predecessor
                                                          Company)          Company)
(in thousands)                                           (Unaudited)
__________________________________________________      _____________   _________________

  Finished goods, including purchased film........       $     2,406    $      3,249
  Consumable spare parts and supplies.............             1,687           1,688
                                                        _____________   _________________
                                                         $     4,093    $      4,937
                                                        =============   =================

</TABLE>

Note 9.  Comprehensive income or loss

Comprehensive income (loss) consists of the following components:
<TABLE>
<CAPTION>

<S>                                    <C>                   <C>
                                  Reorganized            Predecessor
                                    Company                Company
                                 ______________        _______________
                                  Three months          Three months
                                     ended                  ended
(in thousands)                   June 30, 2002          June 30, 2001
_____________________________    ______________        _______________
Net income (loss)............    $          7           $    (12,753)
Foreign currency
  translation adjustment.....           2,087                   (281)
                                 ______________        _______________
Comprehensive income (loss)..    $      2,094           $    (13,034)
                                 ==============        ===============
</TABLE>

<TABLE>
<CAPTION>

<S>                                   <C>                      <C>                <C>
                                  Reorganized
                                    Company                  Predecessor Company
                                 _______________       ____________________________________
                                   Six months            Three months         Nine months
                                     ended                  ended                ended
(in thousands)                    June 30, 2002         December 31, 2001    June 30, 2001
_____________________________    _______________       __________________    ______________
Net income (loss)............     $         910         $     277,360         $   (36,136)
Realized gain on currency
  swap contracts.............               ---                   ---                 763
Foreign currency
  translation adjustment.....             2,003                   ---              (1,529)
                                 _______________       __________________    ______________
Comprehensive income (loss)..     $       2,913         $     277,360         $   (36,902)
                                 ===============       ==================    ==============
</TABLE>

Note 10.  Income Per Share

Basic  income per share is computed  based upon the weighted  average  number of
shares of Anacomp's  common  stock  outstanding  during the period.  For the six
months ended June 30, 2002,  potentially  dilutive  securities  include  783,077
outstanding  warrants to purchase Class B Common Stock which were issued as part
of the reorganization.  For the three and six-month periods ended June 30, 2002,
these  warrants  were  excluded  from  diluted  income  per  share as they  were
anti-dilutive  using the treasury  stock method.  Basic and diluted net loss for
periods  prior to the six months ended June 30, 2002 have not been  presented as
they are not comparable to subsequent periods due to the implementation of Fresh
Start Reporting (see Note 3).

Note 11.  Recent Accounting Pronouncements

Pursuant to Statement of Position 90-7,  Anacomp has  implemented the provisions
of  accounting  principles  required to be adopted  within  twelve months of the
adoption of Fresh  Start  Reporting  as of  December  31,  2001,  including  the
following  standards,  however  excluding  SFAS No. 146,  which is not effective
until after December 31, 2002:

On October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived  Assets",  which  addresses  financial  accounting and
reporting  for the  impairment  or  disposal  of  long-lived  assets,  and which
supercedes   SFAS  No.  121.  SFAS  No.  144  also  reduces  the  threshold  for
discontinued  operations  reporting  to a component  of an entity  rather than a
segment of a business as required under Accounting  Principles  Bulletin No. 30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and Transactions."  The adoption of SFAS No. 144 on December 31, 2001 did
not have a material impact on our financial position or results of operations.

On July 30, 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal  Activities",  which  addresses  financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
EITF Issue No. 94-3,  "Liability  Recognition for Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a Restructuring)."  The principal  difference between Statement 146 and Issue
94-3 relates to Statement 146's  requirements for recognition of a liability for
a cost associated with an exit or disposal activity. Statement 146 requires that
a  liability  for a cost  associated  with  an  exit  or  disposal  activity  be
recognized when the liability is incurred.  Under Issue 94-3, a liability for an
exit cost as generally  defined in Issue 94-3 was  recognized  at the date of an
entity's  commitment  to an exit plan. A fundamental  conclusion  reached by the
FASB in this Statement is that an entity's commitment to a plan, by itself, does
not create an obligation  that meets the  definition of a liability.  Therefore,
this Statement  eliminates the definition and  requirements  for  recognition of
exit costs in Issue 94-3.

This  Statement  also  establishes  that fair value is the objective for initial
measurement of the liability.  Severance pay under Statement 146, in many cases,
would be recognized over time rather than up front. The FASB decided that if the
benefit  arrangement  requires  employees  to  render  future  service  beyond a
"minimum  retention period" a liability should be recognized as employees render
service  over the future  service  period  even if the benefit  formula  used to
calculate an employee's  termination benefit is based on length of service.  The
provisions of this Statement are effective for exit or disposal  activities that
are initiated after December 31, 2002,  with early  application  encouraged.  We
anticipate  adopting SFAS No. 146 in the second  quarter of fiscal year 2003 and
do not expect it to have a material impact on our financial  position or results
of operations.

Note 12.  Operating Segments

Our business is focused in the document management industry. We have managed our
business through two operating units:

     o    Document Solutions, provides document-management outsource services as
          follows;

          o    COM - Computer Output to Microfiche services, and

          o    Digital  -  primarily  includes  Web  Presentment   services,  CD
               document services and integrated system solutions,

     o    Technical  Services,   provides  equipment  maintenance  services  for
          Anacomp as well as  third-party  manufactured  products,  and provides
          Computer Output to Microfiche systems and micrographic supplies;

          o    COM - sales of systems and micrographic supplies and professional
               services for Anacomp manufactured systems, and

          o    Digital/renewal - includes maintenance and professional  services
               for third party  manufactured  products  (multi-vendor  service -
               MVS).

The  Central  Services  category  consists  of  unallocated  corporate  expenses
including  accounting,  legal,  risk management and insurance,  human resources,
executive,  investor  relations and information  resources  organizations.  Also
reported as Central  Services are centralized  operating costs for our operating
units including purchasing, logistics, and inventory management.

Effective  October 1, 2001, we completed the integration of our former docHarbor
business  unit  into  the  Document  Solutions  group.   Results  for  docHarbor
previously reported separately have been combined with Document Solutions.

Management  evaluates  operating unit  performance  based upon EBITDA  (earnings
before  interest,  other income,  reorganization  items,  asset  impairment  and
restructuring charges, taxes,  depreciation and amortization,  and extraordinary
items). Information about our operations by operating segment is as follows:

For the three months ended June 30:
<TABLE>
<CAPTION>

<S>                             <C>             <C>              <C>             <C>
                                Document        Technical        Central
 (in thousands)                 Solutions        Services        Services       Consolidated
 _______________________        _____________  ______________  ______________  ______________
 2002 (Reorganized Company)
 Digital/renewal revenue        $    18,292     $     6,885     $       ---     $   25,177
 COM revenue                         22,520          16,070             ---         38,590
 Intersegment revenue                   ---           1,958          (1,958)           ---
                                _____________  ______________  ______________  ______________
 Total revenue                       40,812          24,913          (1,958)        63,767
 EBITDA                               6,507           3,989          (3,495)         7,001

_____________________________________________________________________________________________


 2001 (Predecessor Company)
 Digital/renewal revenue        $    15,824     $     5,894     $       ---     $   21,718
 COM revenue                         28,510          22,800             ---         51,310
 Intersegment revenue                   ---           2,547          (2,547)           ---
                                _____________  ______________  ______________  ______________
 Total revenue                       44,334          31,241          (2,547)        73,028
 EBITDA                               3,001           7,116          (5,007)         5,110
</TABLE>


The following is a reconciliation of consolidated EBITDA to income (loss) before
income taxes:
<TABLE>
<CAPTION>

      <S>                                            <C>               <C>
                                                  Reorganized      Predecessor
                                                    Company          Company
      For the three months ended June 30,            2002              2001
      ________________________________________   _____________     ____________
      EBITDA..................................    $    7,001        $   5,110
      Depreciation and amortization...........        (4,488)          (7,778)
      Other income and expense, net...........          (426)         (11,083)
      Restructuring (charges) credits.........        (2,081)           1,207
      Other...................................             1              ---
                                                 _____________     ____________
      Income (loss) before income taxes........   $        7        $ (12,544)
                                                 =============     ============
</TABLE>





For the nine months ended as noted:
<TABLE>
<CAPTION>

<S>                             <C>             <C>              <C>            <C>

                                Document        Technical        Central
 (in thousands)                Solutions        Services         Services     Consolidated
_________________________     ___________      __________       _________    _____________
2002 (6 months ended June 30, 2002 - Reorganized Company)
 Digital/renewal revenue      $   37,027       $  13,343        $    ---     $   50,370
 COM revenue                      47,262          33,778             ---         81,040
 Intersegment revenue                ---           3,775          (3,775)           ---
                              ___________      __________       _________    _____________
 Total revenue                    84,289          50,896          (3,775)       131,410
 EBITDA                           14,553           7,815          (7,279)        15,089

__________________________________________________________________________________________


2002 (3 months ended December 31, 2001 - Predecessor Company)
 Digital/renewal revenue      $   17,736       $   6,552        $    ---     $   24,288
 COM revenue                      25,441          18,295             ---         43,736
 Intersegment revenue                ---           2,554          (2,554)           ---
                              ___________      __________       _________    _____________
 Total revenue                    43,177          27,401          (2,554)        68,024
 EBITDA                            7,538           4,911          (3,954)         8,495


2001 (9 months ended June 30, 2001 - Predecessor Company)
 Digital/renewal revenue          48,823          16,500             ---         65,323
 COM revenue                      93,193          76,856             ---        170,049
 Intersegment revenue                ---           8,111          (8,111)           ---
                              ___________      __________       _________    _____________
 Total revenue                   142,016         101,467          (8,111)       235,372
 EBITDA                           18,262          25,143         (23,133)        20,272
</TABLE>


The following is a reconciliation of consolidated EBITDA to income (loss) before
income taxes and extraordinary gain on extinguishment of debt:
<TABLE>
<CAPTION>

<S>                                        <C>              <C>              <C>
                                        Reorganized
                                          Company            Predecessor Company
                                        _____________  __________________________________
                                        Six months      Three months       Nine months
                                           ended            ended             ended
                                        June 30, 2002  December 31, 2001   June 30, 2001
                                        _____________  _________________   ______________

EBITDA...............................    $   15,089       $    8,495        $   20,272
Depreciation and
  amortization.......................        (9,123)          (7,194)          (23,732)
Other income and expense,
  net................................        (1,695)          (3,180)          (32,708)
Reorganization items.................           ---           13,328               ---
Restructuring (charges)
  credits............................        (2,081)           1,032             1,207
                                        _____________  _________________   ______________
Income  (loss)  before  income
taxes and  extraordinary  gain
on extinguishment of debt............    $    2,190       $   12,481        $  (34,961)
                                        =============  =================   ==============
</TABLE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

This Quarterly Report,  including the following section regarding  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations",
constitutes  "forward-looking  statements"  within the meaning of Section 27A of
the  Securities  Act of 1933,  as amended,  and  Section  21E of the  Securities
Exchange  Act of 1934,  as  amended.  Words  such as  "expects,"  "anticipates,"
"intends," "plans,"  "believes," "seeks," "estimates" and similar expressions or
variations  of such words are intended to identify  forward-looking  statements,
but are not the exclusive  means of  identifying  forward-looking  statements in
this Quarterly Report.  Additionally,  statements concerning future matters such
as our future plans and  operations,  sales  levels,  liquidity  needs and other
statements  regarding  matters  that  are  not  historical  are  forward-looking
statements.

Although  forward-looking  statements in this Quarterly  Report reflect the good
faith and judgment of our management, such statements can only be based on facts
and  factors  of which we are  currently  aware.  Consequently,  forward-looking
statements  are  inherently  subject  to risks  and  uncertainties.  Our  actual
results,   performance,  and  achievements  may  differ  materially  from  those
discussed in or  anticipated  by the  forward-looking  statements.  Factors that
could cause or contribute to such  differences  in results and outcomes  include
without  limitation  those  discussed under the heading "Risk Factors" below, as
well as those discussed  elsewhere in this Quarterly Report. We encourage you to
not place undue reliance on these forward-looking  statements,  which speak only
as of the date of this Quarterly Report. We undertake no obligation to revise or
update  any  forward-looking  statements  in  order  to  reflect  any  event  or
circumstance  that  may  arise  after  the  date of this  Quarterly  Report.  We
encourage you to carefully  review and consider the various  disclosures made in
this Quarterly Report,  which attempt to advise interested  parties of the risks
and  factors  that may  affect our  business,  financial  condition,  results of
operations and prospects.  Forward-looking  statements involve known and unknown
risks,  uncertainties  and other  important  factors that could cause our actual
results, performance or achievements,  or industry results, to differ materially
from any future  results,  performance or  achievements  expressed or implied by
forward-looking  statements.  Risks,  uncertainties  and other important factors
include, among others:

     o    general economic and business conditions;
     o    industry trends and growth rates;
     o    industry capacity;
     o    competition;
     o    future technology;
     o    raw materials costs and availability;
     o    currency fluctuations;
     o    the loss of any significant customers or suppliers;
     o    changes in business strategy or development plans;
     o    litigation issues;
     o    successful development of new products;
     o    anticipated  financial  performance and  contributions of our products
          and services;
     o    availability, terms and deployment of capital;
     o    ability to meet debt service obligations;
     o    availability of qualified personnel;
     o    changes in, or the failure or  inability  to comply  with,  government
          regulations; and
     o    other factors  referenced  in this report and in other public  filings
          including our Form 10-K for the year ended September 30, 2001 and Form
          S-1/A filed on June 12, 2002.

Overview and Recent Events

Events Leading Up to Our Bankruptcy in 2001

Our business and revenues have declined in recent years. Two primary factors led
to the deterioration of our financial condition prior to our bankruptcy in 2001:
(a) an erosion of the core COM (Computer Output to Microfiche) business; and (b)
heavy investment in Web-based digital technology.

We have  established  ourselves as one of the world's  leading  providers of COM
equipment.  In fiscal year 1999, 83% of our total revenues were  COM-related and
totaled  $368.6  million;  subsequently,  in fiscal  years  2000 and  2001,  COM
revenues  declined  to  71%  and  69%,  or  $273  million  and  $211.2  million,
respectively,  of our total revenues.  Organizations  increasingly want instant,
reliable  access  to  information  delivered  via  the  Internet,   intranet  or
extranets,   for  use  with  desktop  browsers.   This  trend  is  leading  many
organizations to re-evaluate their document-management  requirements,  causing a
shift away from microfiche and into digital technology.

In response to this shift in technology,  Anacomp made a significant  commitment
to develop  storage  and  retrieval  solutions  through  acquisitions  and heavy
investments  in  research  and  development.   Our  engineering,   research  and
development  expenses totaled $7.2 million in fiscal year 2001, $10.1 million in
fiscal  year 2000 and $10  million in fiscal  year 1999.  In August of 1999,  we
purchased   Litton   Adesso   Software,   Inc.  for  $17  million  and  incurred
approximately  $1.6  million of  additional  costs to further  develop  acquired
software  as the  technology  platform  for  docHarbor,  our  Web-based  product
offering.  This emerging  operation reported a negative EBITDA of $25 million in
fiscal 2000 and negative EBITDA of $9 million in fiscal 2001.  Substantially all
of the funds invested in the docHarbor  business unit were obtained by borrowing
against our  Prepetition  Credit  Agreement  (senior  secured  revolving  credit
facility).

The combined impact of the declining COM revenues and increased costs related to
docHarbor  created a liquidity  crisis for us, which  resulted in default on our
Prepetition  Credit  Agreement.  Beginning  October  1,  2000,  we did not  make
scheduled  semi-annual $17 million interest  payments to the holders of our $310
million outstanding notes (10-7/8% senior subordinated notes).

Our revenues,  operating results,  cash flows and liquidity were also negatively
impacted by a number of other factors during fiscal year 2001, including charges
for the settlement of legal matters,  professional and advisory costs related to
the  restructuring of our notes,  and costs  associated with  preparations for a
potential  sale of all or parts of our  European  document-management  business,
known as Document Solutions International ("DSI").

We reported a loss of $47.5  million  and  positive  cash flows from  operations
totaling  $18.5  million   (including   non-payment   of  accrued   interest  of
approximately  $34 million)  during  fiscal year 2001. At September 30, 2001, we
had a working  capital  deficiency of $394.3 million  (including $310 million in
senior  subordinated  notes that were  classified  as current and $51 million in
related  accrued  interest)  and a  stockholders'  deficit  amounting  to $277.9
million.

Our 2001 Bankruptcy

On October 19,  2001,  we filed a voluntary  petition for  reorganization  under
Chapter 11 of the U.S.  Bankruptcy  Code,  together with a  prepackaged  plan of
reorganization  (the  "Plan")  with the U.S.  Bankruptcy  Court for the Southern
District of California. The U.S. Bankruptcy Court confirmed the Plan on December
10, 2001, and we emerged from bankruptcy effective December 31, 2001.

The primary benefits  resulting from our bankruptcy were the elimination of $310
million of debt and the related annual  interest  expense of  approximately  $34
million.  Additionally,  our  credit  facility  was  amended  such that we cured
previous  events of default and we continue to have the ability to borrow  under
the credit facility.  Borrowings under the facility are subject to revised terms
and restrictions,  and we are required to make mandatory quarterly payments that
reduce the borrowing base of the credit facility.

Under  the  plan  of   reorganization,   our  publicly   traded  10-7/8%  senior
subordinated  notes,  accrued  interest  related to the notes,  and our existing
common stock were canceled and exchanged for shares of our new common stock. New
Class A Common Stock was  distributed  to the holders of the notes.  New Class B
Common  Stock was  distributed  to holders of our  existing  common stock and is
subject to additional dilution, as provided for in the plan of reorganization.

Also  as a  result  of the  confirmation  of our  plan  of  reorganization,  the
following occurred:

     o    all unexercised options were canceled and our prior stock option plans
          were terminated;
     o    executory contracts were assumed or rejected;
     o    trade  creditors were paid in the ordinary course of business and were
          not impaired;
     o    a new slate of directors was appointed to the Board of Directors;
     o    a total of 403,403 shares of new Class A Common Stock were  authorized
          for use in the establishment of new stock option plans; and
     o    our senior secured revolving credit facility was amended.

Under bankruptcy law, an executory contract is an agreement between a debtor and
third  party  under  which,  as of the date of a debtor's  Chapter 11  petition,
material  performance  on the  agreement  remains  due from both the  debtor and
non-debtor  party,  such  that  the  failure  of  either  side  to  perform  its
obligations  under the  agreement  would  excuse the other  party  from  further
performance.  The  Bankruptcy  Code permits a Chapter 11 debtor to assume (i.e.,
agree to  continue  to be bound both  during the  Chapter 11 case and  following
emergence)  or reject  (breach and no longer be bound during the Chapter 11 case
or thereafter) any executory contract. We assumed all of our executory contracts
under our confirmed plan of reorganization except one, a nonresidential lease of
real property.


Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and our results of operations
are based upon our consolidated  financial statements,  which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going basis,  we evaluate our estimates,  including those
related  to  bad  debts,   inventories,   intangible   assets,   income   taxes,
restructuring  and  contingencies  and  litigation.  We base  our  estimates  on
historical  experience  and on various other  assumptions  that we believe to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under  different  assumptions or conditions.  Our critical  accounting
policies are as follows:

     o    revenue recognition;
     o    estimating valuation allowances and accrued liabilities, including the
          allowance for doubtful accounts,  inventory  valuation and assessments
          of the  probability  of the  outcomes  of our current  litigation  and
          environmental matters;
     o    accounting for income taxes; and
     o    valuation of long-lived, intangible and reorganization assets.

Revenue  Recognition.  We record revenues from sales of products and services or
from leases of equipment under  sales-type  leases based on shipment of products
(and transfer of risk of loss),  commencement  of the lease,  or  performance of
services. Under sales-type leases, we record as revenue the present value of all
payments  due under the  lease,  charge the cost of sales with the book value of
the equipment plus  installation  costs, and defer and recognize future interest
income over the lease term. We recognize  operating  lease  revenues  during the
applicable  period of customer  usage.  We recognize  revenue  from  maintenance
contracts  ratably over the period of the related  contract.  Amounts  billed in
advance of our  performing  the related  services are deferred and recognized as
revenues as they are earned.

We recognize contract revenue for the development and implementation of document
services  solutions  under  contracts  over the contract  period based on output
measures as defined by  deliverable  items  identified in the contract.  We make
provisions for estimated losses on contracts, if any, during the period when the
loss becomes probable and can be reasonably estimated.

In  accordance  with SOP 97-2,  "Software  Revenue  Recognition,"  we  recognize
revenues from software license  agreements  currently,  provided that all of the
following conditions are met:

     o    a non-cancelable license agreement has been signed;
     o    the   software   has  been   delivered   and  there  are  no  material
          uncertainties regarding customer acceptance;
     o    collection of the resulting receivable is deemed probable and the risk
          of concession is deemed remote; and
     o    no other significant vendor obligations exist

For contracts with multiple obligations,  we unbundled the respective components
to determine revenue recognition using vendor-specific objective evidence.

Allowance  for  doubtful   accounts,   inventory   valuations,   litigation  and
environmental  matters.  We must make estimates of the  uncollectability  of our
accounts receivable.  When evaluating the adequacy of the allowance for doubtful
accounts,  we specifically analyze accounts receivable as well as historical bad
debts, customer  concentrations,  customer  credit-worthiness,  current economic
trends and  changes in our  customer  payment  terms.  Our  accounts  receivable
balance was $40 million, net of allowance for doubtful accounts of $4.2 million,
as of June 30, 2002.

We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference  between the cost of inventory and the estimated  market
value based upon  assumptions  about  future  demand and market  conditions.  If
actual market  conditions are less favorable than  management  projects,  we may
need to write down additional inventory.

We estimate ranges of liability  related to pending  litigation  based on claims
for which we can determine the  probability  of loss and estimate the amount and
range of loss.  When an estimate  of loss is deemed  probable we record our best
estimate of the  expected  loss or the minimum  estimated  liability  related to
those  claims,  where  there  is an  estimable  range of  loss.  Because  of the
uncertainties  related  to both the  outcomes  and  ranges of loss on  currently
pending litigation, we have not accrued for any litigation losses as of June 30,
2002. As additional information becomes available,  we will assess the potential
liability  related  to our  pending  litigation  and  revise  our  estimates  as
necessary.  Such  revisions in our  estimates of the potential  liability  could
materially impact our results of operations and financial position.

Xidex  Corporation,  a company which we acquired in 1988,  was designated by the
United  States   Environmental   Protection  Agency  ("EPA")  as  a  potentially
responsible  party for  investigatory  and cleanup  costs  incurred by state and
federal  authorities  involving  locations  included on a list of EPA's priority
sites for  investigation  and remedial  action  under the federal  Comprehensive
Environmental  Response,  Compensation,  and Liability Act. At June 30, 2002, we
have an  estimated  EPA  liability  for  cleanup  costs  for the  aforementioned
locations and other sites totaling $1.2 million.  During fiscal 2001,we recorded
a $1.0 million reduction to our EPA liability  previously  estimated and accrued
upon release from certain further clean-up activity. Remedial action required by
the  EPA  may  exceed  our  current  estimates  and  reserves  and we may  incur
additional expenses related to environmental clean-up.

Accounting  for  income  taxes.   As  part  of  the  process  of  preparing  our
consolidated  financial  statements we are required to estimate our income taxes
in each of the  jurisdictions  in which we  operate.  This  process  involves us
estimating  our actual current tax liability  together with assessing  temporary
differences  resulting from differing  treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which
are included  within our  consolidated  balance  sheet.  We must then assess the
likelihood  that our deferred tax assets will be recovered  from future  taxable
income  and to the  extent we  believe  that  recovery  is not  likely,  we must
establish  a  valuation  allowance.  To the  extent  we  establish  a  valuation
allowance or increase  this  allowance  in a period,  we must include an expense
within the tax provision in the statement of operations.

Significant  management  judgment is required in  determining  our provision for
income  taxes,  our  deferred  tax  assets  and  liabilities  and any  valuation
allowance  recorded  against our net deferred  tax assets.  The net deferred tax
asset as of June 30, 2002 was zero, net of a valuation allowance of $19 million,
due to  uncertainties  related to our  ability to utilize our net  deferred  tax
assets before they expire. The valuation  allowance is based on our estimates of
taxable income by jurisdiction in which we operate and the period over which our
deferred tax assets will be recoverable. In the event that actual results differ
from these  estimates  or we adjust these  estimates in future  periods we could
materially impact our financial position and results of operations.

The tax benefits of pre-reorganization  net deferred tax assets will be reported
first as a reduction  of the  reorganization  asset and then as a  reduction  to
non-current intangible assets arising from the reorganization,  and finally as a
credit to stockholders' equity. These tax benefits will not reduce future income
tax expense for financial reporting purposes.

Valuation of long-lived,  intangible and  reorganization  assets.  We assess the
impairment of identifiable  intangibles,  long-lived  assets and  reorganization
value in excess of identifiable assets annually or whenever events or changes in
circumstances  indicate that the carrying value may not be recoverable.  Factors
we consider  important  which could  trigger an  impairment  review  include the
following:

     o    significant   underperformance   relative  to  historical   trends  or
          projected future operating results;
     o    significant  changes  in the  manner  of our use of our  assets or the
          strategy  for  our  overall   business,   including   potential  asset
          dispositions;
     o    significant negative industry or economic trends;
     o    significant decline in our stock price for a sustained period; and
     o    our market capitalization relative to net book value.

When we determine that the carrying value of intangibles,  long-lived assets and
reorganization value in excess of identifiable net assets may not be recoverable
based upon the existence of one or more of the above  indicators of  impairment,
we measure any impairment based on a projected discounted cash flow method using
a discount rate  determined by our management to be  commensurate  with the risk
inherent  in our current  business  model.  Net  intangible  assets,  long-lived
assets,  and reorganization  value in excess of identifiable  assets amounted to
$114.5 million as of June 30, 2002.

Our  enterprise  value  of $150  million  before  consideration  of  debt  after
reorganization at December 31, 2001 was determined based on the consideration of
many factors and various valuation methods, including:

     o    discounted cash flow analysis;
     o    selected publicly-traded company market multiples;
     o    selected acquisition transaction multiples; and
     o    applicable ratios and valuation  techniques  believed by management to
          be representative of our business and industry.

The cash flows  valuation  utilized  five-year  projections  assuming a weighted
average  cost of capital  rate of  approximately  13.5%.  A  terminal  value was
determined  using  a  multiple  of our  estimated  fifth  year  earnings  before
interest, other income, reorganization items, asset impairment and restructuring
charges, taxes, depreciation and amortization, and extraordinary items (referred
to as "EBITDA"),  together with the net present value of the five-year projected
cash  flows.  The  excess of the  reorganization  value  over the fair  value of
identifiable net assets of $73.8 million is reported as "Reorganization value in
excess  of  identifiable   net  assets"  and  will  not  be  subject  to  future
amortization  (similar to goodwill) in  accordance  with  Statement of Financial
Accounting Standards ("SFAS")No.  142, "Goodwill and Other Intangible Assets" as
issued by the Financial Accounting Standards Board ("FASB").

For  enterprise  valuation  purposes,  we estimated  our revenues and cash flows
through fiscal year 2006. We projected continued declines in COM and COM-related
revenues  at a rate of  approximately  20%  annually  and growth in digital  and
multi-vendor  services and product  offerings.  Our projections also assumed the
following:

     o    the elimination of our subordinated notes and related interest;
     o    our continuing cost reduction through  consolidation of facilities and
          adjustments to our labor force to maintain COM gross margin levels;
     o    our recent cost reduction activities and restructurings; and
     o    the completion of our  bankruptcy  and related legal and  professional
          costs.

The  assigned  fair  values  of the  Reorganized  Company  and  its  assets  and
liabilities  represent  significant  estimates  that we made  based on facts and
circumstances   currently  available.   Valuation   methodologies   employed  in
estimating fair values also require the input of highly  subjective  assumptions
and  predictions  of future  events and  operations.  Actual  future  events and
results  could differ  substantially  from  management's  current  estimates and
assumptions.  Unfavorable  changes  compared to our  projections  used for Fresh
Start Reporting purposes (which were based on our best estimates and information
available at that time) could result in future impairments of our reorganization
asset and identifiable intangible assets which could be material.

Results of Operations

The  following  results  of  operations   information  includes  our  historical
information  from prior to December 31, 2001, the effective date we emerged from
bankruptcy  and is identified as results of operations of  Predecessor  Company.
The results of operations for the six months ended June 30, 2002  represents the
Reorganized   Company  after  adopting  Fresh  Start   Reporting.   Due  to  our
reorganization  and the  implementation of Fresh Start Reporting,  the financial
information  for the  Reorganized  Company is not comparable to the  Predecessor
Company.  To  facilitate a meaningful  comparison  of  Anacomp's  quarterly  and
year-to-date  operating performance in fiscal years 2002 and 2001, the following
discussion of results of operations  on a  consolidated  basis is presented on a
traditional comparative basis for all periods. However, the pro forma results of
operations  presented  below  for the  nine-month  period  ended  June 30,  2002
combines the six-month period ended June 30, 2002 on a Reorganized Company basis
with the  three-month  period ended  December 31, 2001 on a Predecessor  Company
basis.  These periods and bases of  accounting  are not  comparable  and we have
presented them separately in the accompanying Condensed Consolidated  Statements
of Operations.

<TABLE>
<CAPTION>
<S>                                                 <C>           <C>            <C>        <C>
                                                Three Months Ended               Nine Months Ended
CONSOLIDATED RESULTS OF OPERATIONS                   June 30,                         June 30,
                                              ____________________________   ________________________
                                                 2002             2001           2002       2001
                                              (Reorganized    (Predecessor   (Pro Forma  (Predecessor
(in thousands, unaudited)                        Company)       Company)        Basis)    Company)
                                              _____________   ____________   __________   ___________
Revenues:

   Services.................................   $     51,053    $ 57,395      $ 160,511    $ 179,791
   Equipment and supply sales...............         12,714      15,633         38,923       55,581
                                              _____________   ____________   __________   ___________
                                                     63,767      73,028        199,434      235,372
                                              _____________   ____________   __________   ___________
Cost of revenues:
   Services.................................         34,755      38,610        107,070      117,626
   Equipment and supply sales...............          9,446      11,796         28,865       40,167
                                              _____________   ____________   __________   ___________
                                                     44,201      50,406        135,935      157,793
                                              _____________   ____________   __________   ___________

Gross profit................................         19,566      22,622         63,499       77,579
Costs and expenses:
   Engineering, research and development....          2,037       2,032          5,487        5,580
   Selling, general and administrative......         14,519      20,347         46,857       66,641
   Amortization of intangible assets........            496       2,911          3,888        8,818
   Restructuring charges (credits)..........          2,081      (1,207)         1,049       (1,207)
                                              _____________   ____________   __________   ___________

Operating income (loss).....................            433      (1,461)         6,218       (2,253)
                                              _____________   ____________   __________   ___________

Other income (expense):
   Interest income..........................            102         283            328        1,033
   Interest expense and fee amortization....         (1,051)    (10,843)        (5,369)     (33,065)
   Other....................................            523        (523)           166         (676)
                                              _____________   ____________   __________   ___________
                                                       (426)    (11,083)        (4,875)     (32,708)
                                              _____________   ____________   __________   ___________
Income (loss) before reorganization items,
   income taxes and extraordinary gain on
   extinguishment of debt...................              7     (12,544)         1,343      (34,961)
Reorganization items........................            ---         ---         13,328          ---
                                              _____________   ____________   __________   ___________
Income (loss) before income taxes and
   extraordinary gain on extinguishment of
   debt.....................................              7     (12,544)        14,671      (34,961)
Provision for income taxes..................            ---         209          1,730        1,175
                                              _____________   ____________   __________   ___________
Income (loss) before extraordinary gain on
   extinguishment of debt...................              7     (12,753)        12,941      (36,136)
Extraordinary gain on extinguishment of
   debt, net of taxes.......................            ---         ---        265,329          ---
                                              _____________   ____________   __________   ___________
Net income (loss)...........................   $          7    $(12,753)     $ 278,270    $ (36,136)
                                              =============   ============   ==========   ===========
</TABLE>


Our  revenues,  operating  results,  cash flows and  liquidity in the first nine
months of fiscal 2002 continue to be negatively  impacted by an overall  decline
in our COM  business.  For the nine months ended June 30, 2002,  we reported net
income totaling $278.3 million.  This was primarily due to reorganization  items
of $13.3 million and the cancellation of debt and resulting  extraordinary  gain
of $265.3 million. Positive cash flows provided by operations were $15.8 million
for the nine months  ended June 30,  2002.  At June 30,  2002,  we had  negative
working capital of $16.3 million, and stockholders' equity of $99.8 million. The
negative working capital is the result of the current period reclassification of
our revolving  credit  facility  balance,  due June 30, 2003,  from long-term to
current.  Excluding  this  balance,  our  working  capital at June 30,  2002 was
positive $17.2 million.

Effective  December 31, 2001,  we amended our senior  secured  revolving  credit
facility including these terms:

     o    a $58.9  million  limit,  with a $53.1  million  sublimit  for  direct
          borrowing and a $5.8 million letter of credit sublimit;
     o    certain  restrictions on our operations as well as scheduled principal
          repayments;
     o    an  interest  rate  that  is  subject  to  reduction  as the  periodic
          scheduled principal repayments occur; and
     o    scheduled maturity of June 30, 2003, which may be extended to December
          31, 2003 under certain conditions.

In May 2001,  we  announced  our  intention to sell all or parts of our European
document-management  business,  Document Solutions International (referred to as
DSI).  Approximately  $3.9 million was spent for  restructuring,  consulting and
severance  expenses in fiscal year 2001 in  preparation  for a potential sale of
DSI.  Revenues from DSI were $40.3 million,  $11 million and $22.1  million,  or
13%,  16%  and 17% of  total  Anacomp  revenues  in  fiscal  year  2001,  in the
three-month  period ended  December 31, 2001 and in the  six-month  period ended
June 30, 2002, respectively.

A sale of all of DSI is not currently planned;  however, we continue to exercise
our  reasonable  best efforts to sell portions of DSI. Any such eventual sale is
subject to approval by the Bank Group and we will be required to remit  proceeds
from any sale to pay down our senior  credit  facility.  In the third quarter of
fiscal 2002, we sold portions of DSI generating  proceeds of approximately  $0.3
million.  Other  portions  of DSI could also be sold;  however,  the  execution,
timing,  likelihood  and amount of net proceeds of any such  potential  sale are
uncertain and we are  continuing  the  operations of DSI in its normal course of
business.  Accordingly it is not possible to predict with accuracy the potential
impact  that a sale of portions  of DSI would have on future  results;  however,
management  expects that such a sale would  generate funds that would be used to
pay down the outstanding  credit facility balance.  Our International  Technical
Services business is not affected by this potential transaction.

Three Months Ended June 30, 2002 vs. Three Months Ended June 30, 2001

     General.  We reported  net income of $7 thousand for the three months ended
June 30,  2002,  compared to a net loss of $12.8  million  for the three  months
ended June 30, 2001. Net income in the current quarter reflects both the ongoing
benefits  of   completion  of  our   financial   restructuring,   including  the
cancellation  of our  senior  subordinated  notes  along  with  related  accrued
interest,  as well as the continued decline in COM-related  revenue and the cost
of  restructuring  charges  incurred in this quarter.  The prior period net loss
included  interest  expense of $10.8 million  versus $1.1 million in the current
quarter,  amortization of intangible  assets of $2.9 million versus $0.5 million
in the current quarter, and a restructuring credit of $1.2 million compared to a
restructuring  charge of $2.1 million in the current quarter.  Also contributing
to the difference between the current quarter results and results from the prior
period is the continuing decline in COM-related services,  systems and supplies.
Although COM still holds value for customers as a long-term storage medium, many
are finding more efficient  solutions to their archive and storage needs through
our newer Web-based and other digital products and services.

     Revenues. Our revenues of $63.8 million for the three months ended June 30,
2002,  represent a decrease  of 13% from the $73  million  for the three  months
ended June 30, 2001.  The decrease  was composed of a $12.7  million  decline in
COM-related  revenues  offset in part by a $3.5 million  increase in digital and
renewal  revenues.  We expect that COM revenues will continue to decline  during
the  remainder  of this fiscal year as well as in future  years and that digital
and renewal revenues will continue to grow.

Document  Solutions  revenues of $40.8  million  represent a decrease of 8% from
$44.3 million in the prior year period. COM-related revenues were $22.5 million,
a decrease of 21% from $28.5 million in the prior year period. This decrease was
primarily due to decreased volume in our COM service centers.  Overall,  digital
and renewal revenues increased $2.5 million, or 16%, over the prior year period.
Web Presentment services revenues increased $1.5 million, or 63%, over the prior
year period as we continue to add new customers.  CD Document  services revenues
decreased $0.7 million, or 9%, from the prior quarter. The remaining increase in
digital and renewal revenues was due primarily to revenues from an international
image capture project.

Technical  Services revenues of $23 million decreased 20% from the $28.7 million
in the prior  year  period.  Compared  to the prior  year  period,  systems  and
supplies  revenue  declined $4.6 million,  or 32%, and COM-related  professional
services  revenues  declined $2.2 million,  or 26%, as a result of the continued
decline  for and  use of COM  systems.  This  was  partially  offset  by  growth
(increase of $1.1 million,  or 19%) in our  multi-vendor  service (MVS) revenues
(services provided for products  manufactured by other companies) over the prior
year period.  MVS  professional  services  revenues  exceeded  COM  professional
services revenues for the first time this quarter.

     Gross Margins.  Our gross margin decreased from $22.6 million for the three
months ended June 30, 2001, to $19.6 million for the three months ended June 30,
2002, but as a percentage of revenues remained steady at 31% for both periods.

Document  Solutions  gross margin,  at 37% of revenues,  increased  from the 32%
reported for the prior year  period;  in dollars the  Document  Solutions  gross
margin increased from $14.3 million in the prior quarter to $14.9 million in the
current quarter.

Technical  Services gross margin as a percentage of revenues  decreased from 29%
in the prior year to 20% for the  quarter  ended June 30,  2002,  and in dollars
decreased from $8.4 million to $4.7 million.  The decrease in Technical Services
gross margin from the prior year period was  primarily the result of the current
year decline in COM-related professional services revenues.

We expect that our recent  restructuring  activities  will reduce  direct  costs
(primarily  labor-related)  approximately $3.6 million annually, with a phase-in
of cost  savings to begin in the fourth  quarter  of fiscal  2002.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expense  remained  essentially  flat at $2.0  million for the three
months  ended  June 30,  2002 and  2001.  These  costs  represented  3% of total
revenues for the three months ended June 30, 2002 and 2001.  These expenses will
not necessarily have a direct or immediate  correlation to revenues. We continue
to build and support our  outsource  service  solutions  base and  corresponding
internet and digital technologies.

     Selling,  General and Administrative.  Selling,  general and administrative
("SG&A")  expenses  decreased from $20.3 million for the three months ended June
30, 2001, to $14.5  million for the three months ended June 30, 2002.  The prior
year expense  included $2.3 million in legal,  professional  and severance costs
associated  with  preparations  for a sale  of DSI and  $2.1  million  in  legal
professional  and  advisory  costs  related to the  restructuring  of our notes,
compared to only $0.3 million incurred in the current year period. The remainder
of the reduction in SG&A costs is primarily  attributable to the benefits of the
integration of the former  docHarbor  business unit into the Document  Solutions
business  unit,  begun in May 2001.  We  expect  that our  recent  restructuring
activities will reduce SG&A costs  approximately  $3.5 million annually,  with a
phase-in of cost savings to begin in the fourth quarter of fiscal 2002.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
decreased  from $2.9 million during the three months ended June 30, 2001 to $0.5
million in the current  three-month  period.  Prior year amortization  primarily
represented  amortization of goodwill  related to prior year  acquisitions.  The
remaining goodwill balance at December 31, 2001 was eliminated upon our adoption
of Fresh Start Reporting.  The current period expense represents amortization of
intangible assets related to our technology,  intellectual property,  production
software,  and customer  contracts and relationships  that have been recorded as
part  of  the   reorganization   and  Fresh   Start   Reporting   process.   The
"Reorganization  asset in  excess  of  identifiable  assets"  of  $73.8  million
recorded in Fresh Start Reporting is not an amortizing asset.

     Restructuring  Charges  and  Credits.  In fiscal  year 2002,  we recorded a
restructuring  charge  of $2.1  million  related  to the  reorganization  of our
operations  from two business  units to one entity.  The  reorganization  of the
workforce  consisted of combining the field  organizations of Document Solutions
and Technical Services into one organization,  the establishment of an executive
level  position  to  oversee  all sales and  marketing  activities  and a single
support group for our data centers, Web Presentment  operations,  field services
operations and process quality. The restructuring  charges included $1.6 million
in  employee  severance  and  termination-related  costs for  approximately  100
employees,  all of whom will  leave the  company  by  September  30,  2002.  The
restructuring charges also include approximately $0.4 million for the closure of
a data center for which  payments will continue  until the lease expires in July
2004. Of the $0.4 million,  $69 thousand  represents a non-cash  charge to write
off the net book value of  leasehold  improvements  located  in the closed  data
center.  As a result  of the  restructuring  we  anticipate  annual  savings  of
approximately $7.1 million, or approximately $0.6 million monthly. We anticipate
the phase-in of cost savings to begin in the fourth quarter of fiscal year 2002.

In the third  quarter of fiscal  2001,  we  reversed  $1.2  million of  business
restructuring reserves consisting of $0.9 million and $0.3 million from our 2000
and  1998  restructuring  plans,  respectively.   Our  2000  restructuring  plan
reversals  included  $0.4 million in facility  closing costs and $0.5 million of
professional and other costs, consisting primarily of the following items.

In fiscal 2000, we accrued lease  termination  and exit costs for ten facilities
throughout the world. In England and Scotland, we were reimbursed for originally
accrued exit costs for this leased space that were reflected as a  restructuring
credit in the third quarter of 2001 upon receipt of such reimbursement.

Our 2000  restructuring plan also called for one of our business units to exit a
United  Kingdom  facility,  which we deemed to be  inadequate  for its operating
needs. Because of our deteriorating  financial  condition,  our need to conserve
European  cash and our  inability  to transfer  working  capital from the United
States to Europe under the terms of our Bank Group forbearance  agreement,  both
of which were subsequent to initiating our 2000 restructuring  plan, we opted to
continue  operating  from this  facility  although  the facility was not ideally
suited to our needs.  This  revision  to our plan  resulted  in a benefit to our
original estimate of our  restructuring  costs and was recorded during the third
quarter of 2001.

In fiscal 2000, we planned to occupy  substantially less space in our California
headquarters  facility and estimated  that a portion of the building space would
not be sublet,  resulting in estimated lease losses. We were able to renegotiate
the lease prior to issuing our third quarter 2001 financial statements, with our
new lease obligation consisting only of occupied space. Accordingly, we reported
the favorable outcome in the third quarter of 2001.

Our 2000  restructuring  plan estimated  professional fees of approximately $1.4
million due to complex and varying legal requirements for personnel terminations
and plant closures at our multiple  global  facilities.  We estimated these fees
based on our  prior  experience  in  exiting  facilities  and the  comparatively
expensive  cost,  from a  United  States  company  perspective,  of  terminating
international personnel. As a result of our actual cost experience rates through
June 30,  2001,  we revised our original  estimate  resulting in a credit to the
restructuring accrual of approximately $0.5 million.

Our 1998 restructuring  plan had estimated employee  separation costs based upon
notifications  of  classes  of  employees.   Actual  employee  separation  costs
completed  in the third  quarter of fiscal  2001 were lower than  estimated,  as
those personnel  actually  terminated had less experience and thus received less
severance than originally estimated by class.

     Interest  Expense.  Interest  expense  decreased from $10.8 million for the
three  months  ended June 30,  2001,  to $1.1 million for the three months ended
June 30, 2002.  Prior year expense  included three months of interest expense on
our senior  subordinated  notes.  Current  year  interest  expense is  primarily
related to the senior secured revolving credit facility.

     Provision for Income  Taxes.  There is no provision for income taxes in the
current  three-month  period.  Additional  foreign  income tax  expense  for the
current  three-month  period was offset by reductions to the domestic income tax
provision.  The provision for income taxes of $0.2 million for the quarter ended
June 30, 2001 related primarily to earnings of foreign subsidiaries.

Nine Months Ended June 30, 2002 vs. Nine Months Ended June 30, 2001

     General. We reported net income of $278.3 million for the nine months ended
June 30, 2002, compared to a net loss of $36.1 million for the nine months ended
June 30,  2001.  The  current  period  income is  attributable  primarily  to an
extraordinary  gain of $265.3  million  resulting from the  cancellation  of our
senior  subordinated notes and related accrued interest and the benefit of $13.3
million in  reorganization  items recorded as part of the Fresh Start  Reporting
process. Net loss for the nine months ended June 30, 2001 includes a substantial
interest  expense  component  ($33.1  million versus $5.4 million in the current
nine-month period), $6.9 million in charges for the settlement of legal matters,
legal, professional and financial advisory costs related to the restructuring of
our subordinated  notes,  and amortization of intangible  assets of $8.8 million
versus $3.9 million in the current period.

     Revenues.  Our  revenues  decreased  15% from  $235.4  million for the nine
months ended June 30, 2001, to $199.4 million for the nine months ended June 30,
2002.  The  decrease  was  composed of a $45.3  million  decline in  COM-related
revenues  offset in part by a $9.3  million  increase  in  digital  and  renewal
revenues.  We expect  that COM  revenues  will  continue  to decline  during the
remainder of this fiscal year as well as in future years.

Document Solutions revenues of $127.5 million declined 10% from the $142 million
in the prior year period.  COM-related  revenues of $72.7 million  represented a
22%  decrease  from the prior year  period  $93.2  million.  This  decrease  was
primarily due to decreased volume in our COM service centers.  Overall,  digital
and renewal revenues increased $5.9 million, or 12%, over the prior year period.
Web Presentment services revenues increased $3.7 million, or 57%, over the prior
year period. CD Document services revenue decreased $1 million,  or 4%, from the
prior year period.  The remaining  increase in digital and renewal  revenues was
due primarily to revenues from an international image capture project.

Technical Services revenues decreased 23% from the prior year period, from $93.4
million to $72 million.  Compared to the prior year period, systems and supplies
revenues declined $18.4 million, or 36%, and COM-related  professional  services
revenues declined $6.6 million, or 25%, as a result of the continued decline for
and use of COM  systems.  This  decline was  partially  offset by growth of $3.5
million,  or 22%,  in our  multi-vendor  service  revenues  over the prior  year
period.

     Gross  Margins.  Our  gross  margin as a  percentage  of  revenue  declined
slightly  from 33% ($77.6  million) for the nine months ended June 30, 2001,  to
32% ($63.5 million) for the nine months ended June 30, 2002.

Document  Solutions  gross margin,  at 37% of revenues,  increased  from the 34%
reported for the prior year period;  however,  in dollars the Document Solutions
gross margin  decreased from $48.2 million  during the  nine-month  period ended
June 30, 2001, to $47.4 million in the current period.

Technical  Services gross margin  decreased from 32% in the prior year to 22% of
revenues for the nine months ended June 30, 2002, and in dollars  decreased from
$29.4 million to $16.1 million.  The decrease in Technical Services gross margin
from the prior year  period was the result of the  current  year  decline in COM
service-related revenues.

We expect that our recent  restructuring  activities  will reduce  direct  costs
(primarily  labor-related)  approximately $3.6 million annually, with a phase-in
of cost savings to begin in the fourth quarter of fiscal 2002.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expense  remained  essentially  flat at $5.5  million  for the nine
months  ended June 30, 2002  compared to $5.6  million in the prior year period.
These costs  represented  3% and 2% of total  revenues for the nine months ended
June 30, 2002 and 2001, respectively. These expenses will not necessarily have a
direct or immediate  correlation  to revenues.  We continue to build and support
our outsource  service  solutions  base and  corresponding  internet and digital
technologies.

     Selling, General and Administrative. SG&A expenses decreased 30% from $66.6
million for the nine months ended June 30, 2001,  to $46.9  million for the nine
months ended June 30, 2002. The prior year expense included $5.4 million for the
settlement  of a  litigation  matter,  $5.2 million in legal,  professional  and
severance costs associated with  preparations for a sale of DSI and $3.5 million
in  expenses  for  legal   professional   and  advisory  costs  related  to  the
restructuring  of our notes.  Similar legal,  professional and advisory costs in
fiscal year 2002,  subsequent to the October 19, 2001  bankruptcy  filing,  were
reported  separately  as  reorganization  items  and  totaled  $1  million.  The
remainder  of the  reduction  in SG&A  costs is  primarily  attributable  to the
benefits  of the  integration  of the former  docHarbor  business  unit into the
Document  Solutions  business unit, begun in May 2001. Our recent  restructuring
activities  are  expected  to  reduce  SG&A  costs  approximately  $3.5  million
annually,  with a phase-in  of cost  savings  to begin in the fourth  quarter of
fiscal 2002.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
decreased  from $8.8 million  during the nine months ended June 30, 2001 to $3.9
million in the current  nine-month period.  Prior year amortization  represented
primarily  amortization  of  goodwill  related to prior year  acquisitions.  The
remaining  goodwill  balance  was  eliminated  upon our  adoption of Fresh Start
Reporting.  The current period expense  represents only three months of goodwill
amortization  (through  December  31)  of  $2.9  million,  plus  $1  million  in
amortization  of  intangible  assets  related  to our  technology,  intellectual
property,  production  software,  and customer  contracts and relationships that
have been  recorded  as part of the  reorganization  and Fresh  Start  Reporting
process.  Our "Reorganization  asset in excess of identifiable  assets" of $73.8
million is not an amortizing asset.

     Restructuring  Credits.  In the third  quarter  of  fiscal  year  2002,  we
recorded a restructuring charge of $2.1 million related to the reorganization of
our operations from two business units to one entity.  The reorganization of the
workforce  consisted of combining the field  organizations of Document Solutions
and Technical Services into one organization,  the establishment of an executive
level  position  to  oversee  all sales and  marketing  activities  and a single
support group for our data centers, Web Presentment  operations,  field services
operations and process quality. The restructuring  charges included $1.6 million
in employee  severance  and  termination  related  costs for  approximately  100
employees,  all of whom will  leave the  company  by  September  30,  2002.  The
restructuring charges also include approximately $0.4 million for the closure of
a data  center  for which the lease  expires  in July  2004.  As a result of the
restructuring  we anticipate  annual savings of approximately  $7.1 million,  or
approximately  $0.6 million monthly.  We anticipate the phase-in of cost savings
to begin in the fourth quarter of fiscal year 2002.

In the first  quarter of fiscal  year 2002,  we  reversed $1 million of business
restructuring  reserves primarily related to favorable  circumstances related to
the  shutdown  of our  Japanese  subsidiary.  Our  closure  costs to vacate  our
facility in Japan,  cost to fulfill our contract  obligations  and severance and
related  professional  costs up to that time were less than  anticipated  at the
time the accrual was recorded.

In the third  quarter of fiscal  2001,  we  reversed  $1.2  million of  business
restructuring reserves consisting of $0.9 million and $0.3 million from our 2000
and  1998  restructuring  plans,  respectively.   Our  2000  restructuring  plan
reversals  included  $0.4 million in facility  closing costs and $0.5 million of
professional and other costs, consisting primarily of the following items.

In fiscal 2000, we accrued lease  termination  and exit costs for ten facilities
throughout the world. In England and Scotland, we were reimbursed for originally
accrued exit costs for this leased space that were reflected as a  restructuring
credit in the third quarter of 2001 upon receipt of such reimbursement.

Our 2000, restructuring plan also called for one of our business units to exit a
United  Kingdom  facility,  which we deemed to be  inadequate  for its operating
needs. Because of our deteriorating  financial  condition,  our need to conserve
European  cash and our  inability  to transfer  working  capital from the United
States to Europe under the terms of our Bank Group forbearance  agreement,  both
of which were subsequent to initiating our 2000 restructuring  plan, we opted to
continue  operating  from this  facility  although  the facility was not ideally
suited to our needs.  This  revision  to our plan  resulted  in a benefit to our
original estimate of our  restructuring  costs and was recorded during the third
quarter of 2001.

In fiscal 2000 we planned to occupy  substantially  less space in our California
headquarters  facility and estimated  that a portion of the building space would
not be sublet,  resulting in estimated lease losses. We were able to renegotiate
the lease prior to issuing our third quarter 2001 financial statements, with our
new lease obligation consisting only of occupied space. Accordingly, we reported
the favorable outcome in the third quarter of 2001.

Our 2000  restructuring  plan estimated  professional fees of approximately $1.4
million due to complex and varying legal requirements for personnel terminations
and plant closures at our multiple  global  facilities.  We estimated these fees
based on our  prior  experience  in  exiting  facilities  and the  comparatively
expensive  cost,  from a  United  States  company  perspective,  of  terminating
international personnel. As a result of our actual cost experience rates through
June 30,  2001,  we revised our original  estimate  resulting in a credit to the
restructuring accrual of approximately $0.5 million.

Our 1998 restructuring  plan had estimated employee  separation costs based upon
notifications  of  classes  of  employees.   Actual  employee  separation  costs
completed  in the third  quarter of fiscal  2001 were lower than  estimated,  as
those personnel  actually  terminated had less experience and thus received less
severance than originally estimated by class.

     Interest  Expense.  Interest expense decreased to $5.4 million for the nine
months ended June 30, 2002 from $33.1 million for the nine months ended June 30,
2001. Current year expense included interest (approximately $1.7 million) on our
senior subordinated notes only up to October 19, 2001, the date we filed Chapter
11  bankruptcy.  Prior  year  expense  included a full nine  months of  interest
(approximately  $25.5 million) on the notes.  The remainder of expense from both
periods is related  primarily to interest on the senior secured revolving credit
facility.

     Reorganization   Items.   Reorganization   items  represent   expenses  and
adjustments  resulting from our  reorganization and consist of professional fees
incurred  subsequent  to our Chapter 11 filing  totaling $1 million,  fair value
adjustments  made to assets and  liabilities  totaling  $16.9  million and other
asset write-offs and settlements totaling $2.6 million (primarily related to our
extinguished debt) in Fresh Start Reporting.

     Extraordinary  Gain  on  Extingushment  of  Debt.   Extraordinary  gain  on
extinguishment of debt, net of taxes,  totaled $265.3 million for the nine-month
period  ended June 30,  2002 as compared  to none in the  comparable  prior year
period and resulted from our bankruptcy  proceedings  and emergence from Chapter
11 proceedings on December 31, 2001.

     Provision for Income Taxes. In the current  nine-month  period, tax expense
totaling  $1.7 million  consists of $1.5 million  related to earnings of foreign
subsidiaries  and $0.2  million  related to domestic  operations.  Increases  in
foreign  income tax for the current  quarter  were offset by  reductions  to the
domestic tax provision, resulting in no change in the overall income tax expense
for the quarter  ended June 30,  2002.  The  provision  for income taxes of $1.2
million for the nine months ended June 30, 2001 related primarily to earnings of
foreign subsidiaries.

Liquidity and Capital Resources

Our legacy  business  (COM) has  declined  in recent  years and is  forecast  to
continue to decline as new technologies become available and are accepted in the
marketplace.  Our ability to generate  sufficient cash to fund operations and to
meet future bank  requirements  is  dependent  on  successful  and  simultaneous
management  of the  decline  in COM as  well  as the  expansion  of  alternative
Document Solutions and Technical Services offerings.  Other factors,  such as an
uncertain economy,  levels of competition in the document  management  industry,
and  technological  uncertainties  will impact our ability to generate  cash and
maintain  liquidity.  Although no assurances can be given,  management  believes
that the  actions  taken over the past two  years,  including  new and  enhanced
product and service offerings, company downsizing, cost control measures and the
debt  restructuring  from our  bankruptcy  have  positioned  us for a return  to
profitability  and  maintenance of sufficient cash flows from operations to meet
our operating,  capital and debt  requirements  in the normal course of business
for at least the next twelve months.

On August 24, 2001, Anacomp and Fleet National Bank, as agent, and its syndicate
of  lenders  (collectively,  "the Bank  Group")  executed a Summary of Terms and
Conditions regarding amendments to the senior secured revolving credit facility.
The amended facility, which became effective December 31, 2001, included a $58.9
million  limit,  with a $53.1 million  sublimit for direct  borrowing and a $5.8
million letter of credit  sublimit.  In accordance  with the new agreement,  the
$53.1 million direct borrowing  sublimit was reduced to $48.3 million as of June
30, 2002 as a result of scheduled principal repayments, issuance of a new letter
of credit,  and the sale of assets.  The credit limit will be subject to further
reductions  as the  periodic  scheduled  principal  repayments  become due.  The
facility is available  for new  borrowings  when direct  borrowings  are reduced
below the credit limit.

At June 30, 2002, our  outstanding  balance was $33.5 million (plus  outstanding
letters of credit of $6.2  million).  During the six months ended June 30, 2002,
we made cash payments  totaling  $19.6 million,  which is $15.6 million  greater
than our scheduled  paydowns,  resulting in $14.8 million of borrowing  capacity
until the next scheduled  September 30, 2002 direct borrowing limit reduction of
$3 million.

The maturity date of the amended facility is June 30, 2003, with an extension to
December  31,  2003  if a sale of DSI  occurs  and  results  in $4  million  net
proceeds,  or if we  elect  to  increase  the  interest  rate by 1%  during  the
extension  period.  Upon  closing a sale of DSI,  we would be required to make a
payment to the Bank Group to permanently reduce the credit facility. The payment
would be the  greater of $4 million or 85% of the net sale  proceeds as defined.
Under the amended  facility,  the direct  borrowings  limit will be  permanently
reduced by future required principal repayments as follows:

     o    $3 million on September 30, 2002;
     o    $2.25 million on December 31, 2002 and March 31, 2003;
     o    $2.5 million on June 30, 2003; and
     o    $2.5 million on September 30, 2003 (if maturity date is extended).

If we were to only remit  payments  in total  equal to the  scheduled  principal
repayments  through maturity at June 30, 2003, the unpaid balance would be $39.1
million.  Our credit facility expires on June 30, 2003, although we have options
to extend the  maturity to December 31,  2003.  In 2003,  we will be required to
either  repay any  remaining  principal  or refinance  the credit  facility.  We
believe we will be able to refinance the facility at that time,  although  there
can be no assurances  that such financing will be available on terms  acceptable
to the Company, if at all.

The amended facility bears interest at a base rate equal to the higher of a) the
annual rate of interest  announced  from time to time by Fleet  National Bank as
its best rate, or b) one-half of one percent  above the Federal Funds  Effective
Rate,  for the  portion of the  facility  equal to the  Formula  Borrowing  Base
("FBB").  The FBB  equals 80% of  eligible  accounts,  which  include  U.S.  and
Canadian  accounts  receivable.  The rate of interest is three percentage points
higher than the base rate for the facility balance  outstanding in excess of the
FBB. Interest is due and payable monthly in arrears. The interest rate was 4.75%
for the FBB portion and 7.75% for the excess  portion at June 30, 2002.  At June
30, 2002,  the FBB was $15.9 million and the excess of  borrowings  over the FBB
was $17.6 million.

The credit  facility is secured by virtually  all Anacomp  assets and 65% of the
capital  stock of our foreign  subsidiaries.  The  facility  contains  covenants
relating to limitations on the following:

     o    capital expenditures;
     o    additional debt;
     o    open market purchases of Anacomp common stock;
     o    mergers and acquisitions; and
     o    liens and dividends.

There are also minimum EBITDA,  interest  coverage and leverage ratio covenants.
In addition,  we are required to remit to the Bank Group the net proceeds of any
capital asset sale.

From  July  1,  2002  to  August  14,  2002  we  made  $1.8  million  additional
non-scheduled cash payments to reduce the outstanding  facility balance to $31.7
million. As of August 14, 2002 we have $16.6 million of borrowing capacity until
the scheduled September 30, 2002 direct borrowing limit reduction of $3 million.

We had negative  working capital of $16.3 million at June 30, 2002,  compared to
negative  working  capital of $394.3 million at September 30, 2001. The negative
working   capital  at  June  30,   2002   results   from  the   current   period
reclassification  of our $33.5 million  revolving credit facility,  due June 30,
2003, from long-term to current. The working capital deficiency at September 30,
2001 was primarily due to $310 million in notes,  $51 million of related accrued
interest,  and $55.1 million of borrowings  under the senior  secured  revolving
credit facility.  Excluding the credit facility balance,  our working capital at
June 30, 2002 was a positive $17.2 million.

To facilitate  comparison of cash flow activity,  cash flows for the nine months
ended  June  30,  2002  discussed  below   represents  the  combination  of  the
three-month  period  ended  December  31,  2001  (Predecessor  Company)  and the
six-month  period  ended June 30, 2002  (Reorganized  Company)  presented in the
accompanying Condensed Consolidated Statements of Cash Flows.

Net cash provided by operating  activities was $15.8 million for the nine months
ended June 30,  2002,  compared to $14.7  million in the  comparable  prior year
period.

Net cash used in investing activities was $3.2 million in the current nine-month
period,  compared  to cash used in  investing  activities  of $4  million in the
comparable  prior year period.  Expenditures  in both years were  primarily  for
purchases of equipment.

Net cash used in  financing  activities  was $21.6  million  during the  current
nine-month period,  compared to $0.8 million provided by financing activities in
the  prior  period.  In both  periods,  cash was used to pay down the  revolving
credit  facility,  and the prior year amount also includes $0.8 million received
on liquidation of a currency swap contract.

Our cash  balance  totaled  $16.7  million at June 30,  2002  compared  to $24.3
million at  September  30,  2001.  Approximately  55% of the June 30,  2002 cash
balance is located at our foreign subsidiaries  compared to approximately 50% at
September 30, 2001.  Our use of excess cash as additional  payments  against our
credit facility resulted in the decrease of domestic cash on hand.

RISK FACTORS

You should  carefully  consider the following  risk factors and all of the other
information included in this Quarterly Report in evaluating our business and our
prospects.  Investing  in our  common  stock  involves  a high  degree  of risk.
Additional  risks and  uncertainties  may also materially  adversely  affect our
business and financial condition in the future. Any of the following risks could
materially  adversely  affect  our  business,  operating  results  or  financial
condition and could result in a complete loss of your investment.

We recently  effectuated  a financial  restructuring  pursuant to a  prepackaged
Chapter  11 plan of  reorganization,  we have a history of net losses and we may
face  liquidity  issues in the future.

On October 19,  2001 we filed a  voluntary  petition  for  reorganization  under
Chapter 11 of the U.S. Bankruptcy Code and a prepackaged plan of reorganization.
The Bankruptcy Court confirmed the plan of  reorganization  on December 10, 2001
and we emerged  from our  bankruptcy  proceedings  effective  December 31, 2001.
Pursuant to the financial  restructuring,  our formerly  publicly traded 10-7/8%
Senior  Subordinated  Notes,  accrued  interest  related to such notes,  and our
previously  existing  common stock were canceled and exchanged for shares of our
new common stock.  However,  our completion of bankruptcy  proceedings  does not
assure our continued success. For example, the bankruptcy  proceedings described
above are our second bankruptcy; we previously filed a plan of reorganization in
January 1996 and emerged from those  proceedings  in June 1996. If our financial
performance  does not  exceed our recent  historical  results,  the price of our
common stock could decline and your  investment  could be  materially  adversely
affected. As part of our plan of reorganization,  our lenders modified the terms
of our senior credit facility which encumbers  substantially  all of our assets.
This   facility  also  includes   mandatory   periodic   paydowns  and  covenant
restrictions  concerning the commitment limits of this facility including levels
of collateral, financial covenants, and limitations on capital expenditures. Our
credit  facility  is  scheduled  to mature on June 30,  2003,  or under  certain
circumstances  on December 31, 2003, at which time we will be required to renew,
refinance,  or modify the credit facility with our lenders or locate alternative
financing. These restrictions and provisions could have an adverse impact on our
future liquidity and ability to implement our business plan.

We expect our  revenues to continue to decrease  over the next few years,  which
could inhibit us from achieving or sustaining  profitability  or even prevent us
from continuing to operate.

Our  accumulated  deficit  through  December 31, 2001 has been  eliminated  as a
result  of  Fresh  Start  Reporting.  However,  we have not  recorded  sustained
profitable  operating  results for quite some time. To achieve  sustained future
profitability  we will need to  generate  and  sustain  planned  revenues  while
satisfying  our  payment  obligations  under  the  terms of our  senior  secured
revolving  credit  facility  (including   mandatory  paydowns)  and  maintaining
reasonable  cost and  expense  levels.  We do not know when or if we will become
profitable on a sustained basis. If we fail to achieve consistent  profitability
and generate  sufficient  cash flows,  we will face  liquidity and bank covenant
issues and our senior secured debt could become  immediately  due and payable on
demand.  Even though we achieved  profitability in the six months ended June 30,
2002, we may not be able to sustain or increase  profitability on a quarterly or
an annual  basis.  Any  failure on our part to achieve or sustain  profitability
could cause our stock price to decline.

The development of alternate technologies in the document management industry is
decreasing the need for our micrographics services and products.

The  document  management  industry  is rapidly  changing.  The recent  trend of
technological  advances  and  attendant  price  declines in digital  systems and
products is expected to continue.  As a result, in certain instances,  potential
micrographics customers have deferred, and may continue to defer, investments in
micrographics systems (including our XFP 2000 COM system) and the utilization of
micrographics   service   centers  while   evaluating  the  abilities  of  other
technologies.  Additionally,  the continuing  development of local area computer
networks and similar systems based on digital technologies has resulted and will
continue to result in many of our customers  changing their use of micrographics
from document  storage,  distribution  and access to primarily  archival use. We
believe  that this is at least  part of the reason  for the  declines  in recent
years  in  both  sales  and  prices  of  our   duplicate   film,   readers   and
reader/printers.   Our  service  centers  also  are  producing  fewer  duplicate
microfiche  per original  for  customers,  reflecting  the shift  towards  using
micrographics primarily for storage. Revenues for our micrographics services and
products,  including  COM service  revenues,  COM system  revenues,  maintenance
service  revenues  and  micrographics  supplies  revenues,  have been  adversely
affected for each of the past five fiscal years and will likely in the future be
substantially  adversely  affected by, among other things, the increasing use of
digital  technology.  COM revenues  from  services,  system and  supplies  sales
declined  22.6% in 2001 from fiscal year 2000  revenues.  Overall,  COM revenues
represented  63% of our revenues for the nine-month  period ended June 30, 2002,
69% of our fiscal 2001 revenues, 71% of 2000 revenues, 83% of 1999 revenues, 91%
of 1998 revenues and 95% of 1997 revenues.  Additionally,  the rapidly  changing
document management industry has resulted in price competition in certain of our
businesses, particularly COM services. We have been and we expect to continue to
be  impacted  adversely  by the  decline  in the demand  for COM  services,  the
declining  market  for COM  systems  and the  attendant  reduction  in  supplies
revenues.  We expect that our  revenues  for  maintenance  of COM  systems  will
continue  to  decline  as a result  of  decreasing  use and  fewer  sales of COM
systems.   Additionally,  the  growth  of  alternate  technologies  has  created
consolidation in the micrographics  segment of the document management industry.
To the  extent  consolidation  in the  micrographics  segment  has the effect of
causing  major  providers  of  micrographics  services  and  products  to  cease
providing such services and products,  the negative trends in the segment,  such
as competition from alternate technologies  described above, may accelerate.  If
we do not adapt to the rapid changes in the document  management  industry,  our
business will suffer and your investment will be adversely affected.

Intense  competition in the document  management  industry could prevent us from
increasing  or  sustaining  our  revenues  and  prevent  us  from  achieving  or
sustaining profitability.

The  document   management  industry  is  becoming   increasingly   competitive,
especially in the market for Internet-based  document  management  services.  We
face,  and will  continue to face,  competition  from other  document-management
outsource-service  providers  as  well  as  from  document-management   software
providers who offer  in-house  solutions.  Some of our  competitors  are leading
original equipment  manufacturers with established  client-relationships  in our
target markets. Some of our competitors are significantly larger than we are and
have greater financial resources,  greater name recognition and longer operating
histories than we have. Our  competitors  may be able to respond more quickly or
adjust  prices  more  effectively  to take  advantage  of new  opportunities  or
customer requirements.  Increased competition could result in pricing pressures,
reduced  sales,  reduced  margins or failure to achieve or  maintain  widespread
market  acceptance,  any of which could prevent us from increasing or sustaining
our revenues and achieving or sustaining profitability.

Fluctuation  in our quarterly  financial  results may cause  instability  in our
stock price.

Our COM business has experienced and continues to experience  trending  decline;
however,  the rate at which this decline will impact our operations is difficult
to  predict.  Additionally,  we  attempt  to  base  our  operating  expenses  on
anticipated  revenue  levels,  and a substantial  percentage of our expenses are
fixed in the short term. As a result,  any delay in  generating  or  recognizing
revenues could cause our operating results to be below  expectations.  Moreover,
the operating expenses from our growth initiatives may exceed our estimates. Any
or all of these factors could cause the price of our common stock to decline.

If we are unable to decrease our costs to match the decline in our revenues,  we
may not be able to achieve or sustain profitability.

The  decline in the demand for COM  services,  systems and  maintenance  and the
attendant  reduction in supplies revenues have adversely  affected our business.
Over the past several  years,  COM revenues from  services,  system and supplies
sales have been steadily decreasing as a percentage of our revenues and declined
23% in 2001 from fiscal year 2000  revenues.  We expect  that our  revenues  for
maintenance  of COM systems will  continue to decline as a result of  decreasing
use and fewer  sales of COM  systems.  We have taken  steps  such as  facilities
consolidation  and personnel  reductions to reduce our cost structure and offset
the decrease in COM revenues. We intend to take additional measures as necessary
to continue to reduce our cost structure. If these measures are unsuccessful, we
will not  realize  profits  from our COM  business  and your  investment  may be
adversely affected.

If our future results do not meet or exceed the  projections  and assumptions we
made for Fresh Start Reporting purposes, we may have to write down the values of
some of our assets.

On December 31, 2001, as a result of our emergence from  bankruptcy,  we adopted
Fresh  Start  Reporting.  This  resulted in  material  changes to our  financial
statements  including  the  recording of an asset for  "reorganization  value in
excess of identifiable  net assets." We determined the value of our business and
accordingly,   our  reorganization  asset  by  making  certain  projections  and
assumptions  based  on  historical  results  as well as our  best  estimates  of
expected  future  market  conditions.   Unfavorable   changes  compared  to  our
projections  used for Fresh  Start  Reporting  purposes  could  result in future
impairments of our reorganization asset and our identifiable  intangible assets.
If these assets were to be impaired, the value of your investment could decline.

If we are unable to make technological  advancements and upgrades to our current
product and services offerings, we will lose market share.

In order to maintain and grow market share,  we  continually  invest in offering
new customer  solutions  and in upgrading  our storage and delivery  systems and
infrastructure. We cannot assure you that we will be able to continue to develop
innovations  in our  software to stay  abreast of client  needs.  We also cannot
assure you that we will be able to  maintain or upgrade  our  infrastructure  to
take  advantage of new  technology.  Our future plans for growth and a return to
profitability  would be  detrimentally  affected if we are unable to develop new
and  innovative   customer  solutions  or  if  we  are  unable  to  sustain  our
infrastructure.

Litigation or third party claims of  intellectual  property  infringement  could
require us to spend  substantial time and money and adversely affect our ability
to develop and commercialize products.

Third parties may accuse us of employing their  proprietary  technology  without
authorization.  In addition, third parties may obtain patents that relate to our
technologies  and  claim  that  our use of  such  technologies  infringes  these
patents.  Regardless  of their  merit,  such  claims  could  require us to incur
substantial   costs,   including  the  diversion  of  management  and  technical
personnel,  in  defending  ourselves  against any such claims or  enforcing  our
patents. In the event that a successful claim of infringement is brought against
us, we may be required to pay damages and obtain one or more licenses from third
parties. We may not be able to obtain these licenses at a reasonable cost, or at
all.  Defense of any  lawsuit or failure to obtain any of these  licenses  could
adversely  affect our  ability to develop  and  commercialize  products  and our
operating results.

The loss of key  personnel  or the  inability  to attract and retain  additional
personnel could impair our ability to expand our operations.

We are highly dependent on the principal  members of our management team and the
technical  expertise of our  personnel,  especially  in our  Technical  Services
business unit. The success of this business is based on our technical  expertise
and proven ability to provide fast,  expert,  on-site service and support around
the clock. This service is provided in North America and Europe by approximately
500  highly  trained  Anacomp  technicians,  the  loss of whose  services  might
adversely  impact the  achievement  of our business  objectives.  Moreover,  our
business operations will require additional expertise in specific industries and
areas applicable to products  identified and developed through our technologies.
These  activities  will  require  the  addition  of  new  personnel,   including
management  and  technical  personnel as well as the  development  of additional
expertise by existing  employees.  Competition for  experienced  technicians may
limit our  ability to attract or retain  such  technicians.  If we are unable to
attract  such  personnel  or to develop  this  expertise,  we may not be able to
sustain or expand our operations in a timely manner or at all.

We face business,  political and economic risks because a significant portion of
our sales is to customers outside of the United States.

Revenues  from  operations  outside the United  States  accounted for 33% of our
total revenue for the nine-month period ended June 30, 2002 and 30% of our total
revenue in fiscal year 2001. Although we previously announced our intent to sell
all or parts of our European document management business, our success continues
to depend upon our  international  operations,  and we expect that a significant
portion of our total future revenues will be generated from international sales.
Our international business involves a number of risks, including:

     o    our  ability to adapt our  products  to  foreign  design  methods  and
          practices;
     o    cultural differences in the conduct of business;
     o    difficulty in attracting and retaining qualified personnel;
     o    longer payment cycles for and greater difficulty  collecting  accounts
          receivable;
     o    unexpected   changes  in   regulatory   requirements,   royalties  and
          withholding taxes that restrict the repatriation of earnings;
     o    tariffs and other trade barriers;
     o    the burden of complying with a wide variety of foreign laws;
     o    political,  economic or military  conditions  associated  with current
          worldwide conflicts and events;
     o    the  exchange  markets  and our  ability  to  generate,  preserve  and
          repatriate  proceeds and dividends to the parent company in the United
          States; and
     o    to the extent  that  profit is  generated  or losses are  incurred  in
          foreign countries,  our effective income tax rate may be significantly
          affected.  Any of these  factors could  significantly  harm our future
          international  sales and,  consequently,  our  revenues and results of
          operations and business and financial condition.

We use hazardous  chemicals in our business and any claims  relating to improper
handling,  storage or disposal of these  materials  could be time  consuming and
costly.

Our  operations  involve the use and sale of  hazardous  chemicals.  Although we
believe that our safety  procedures  for handling and disposing  comply with the
applicable standards,  we cannot eliminate the risk of accidental  contamination
or discharge and any resultant injury from these materials.  Federal,  state and
local laws and regulations govern the use,  manufacture,  storage,  handling and
disposal of hazardous materials. In the event of an accident, we may be sued for
any  injury  or  contamination  that  results  from  our use or the use by third
parties of these materials,  and our liability may exceed our insurance coverage
and our total assets.

Disclosure of trade secrets could aid our competitors.

We  attempt to  protect  our trade  secrets  by  entering  into  confidentiality
agreements with third parties,  our employees and  consultants.  However,  these
agreements can be breached and, if they are, there may not be an adequate remedy
available to us. If our trade secrets  become known we may lose our  competitive
position.

If we are unable to adequately protect our intellectual property,  third parties
may be able to use our technology,  which could adversely  affect our ability to
compete in the market.

Our  success  will depend in part on our  ability to obtain  protection  for our
intellectual  property.  We will be able to protect  our  intellectual  property
rights  from  unauthorized  use by third  parties  only to the  extent  that our
software is  copyrightable  and business methods are patentable under applicable
intellectual  property laws or are effectively  maintained as trade secrets. The
laws of some foreign  countries do not protect  intellectual  property rights to
the same  extent  as the laws of the  United  States  and  many  companies  have
encountered  significant  problems in protecting  and  defending  such rights in
foreign jurisdictions.  Furthermore, others may independently develop similar or
alternative technologies or design around our intellectual property protections.
In addition, our competitors may independently develop substantially  equivalent
proprietary information or may otherwise gain access to our trade secrets.

Difficulties we may encounter managing our growth may divert resources and limit
our ability to  successfully  expand our  operations  and implement our business
plan.

We  anticipate  that  our  operations  will be able to grow as a  result  of our
reorganization. Our growth in the future assumes potential acquisitions that may
place a strain on our  administrative  personnel and operational  infrastructure
should such  acquisitions  occur.  We cannot  assure you that we will be able to
identify acquisition candidates,  or be able to consummate acquisitions on terms
acceptable  to us, if at all.  Additionally,  we cannot  assure you that we will
have funds available for making  acquisitions.  Effectively managing growth will
also require us to improve our operational,  financial and management  controls,
reporting systems and procedures.  We may not be able to successfully  implement
improvements  to our management  information and control systems in an efficient
or timely manner and may discover deficiencies in existing systems and controls.

We rely on a few suppliers to provide us COM products that while in decline, are
essential to our operations.

Supplies and system sales  represented  approximately  49% of the total  revenue
from our Technical  Services  Business  Unit, or 21% of our total  revenue,  for
fiscal year 2001. The primary products in the supplies business of our Technical
Services  Business  Unit are  silver  halide  original  COM film and  non-silver
duplicating  microfilm.  We obtain all of our silver halide products  through an
exclusive  multi-year  supply agreement with a single provider and our duplicate
film  products  from  two  other   providers.   Any  disruption  in  the  supply
relationship  between  Anacomp  and such  suppliers  could  result  in delays or
reductions  in product  shipment or  increases in product  costs that  adversely
affect  our  operating  results  in any given  period.  In the event of any such
disruption,  we cannot assure you that we could develop  alternative  sources of
raw  materials and supplies at acceptable  prices and within  reasonable  times.
Additionally,  as the  demand  for COM  services  declines,  the  demand for COM
supplies  falls as well. If the decline in COM supplies is greater than planned,
our profitability and liquidity would decline as well.

Our stock price may be  volatile,  and you may not be able to resell your shares
at or above the price you paid, or at all.

Since the effective date of our bankruptcy  restructuring,  our common stock has
had limited  trading  activity on the OTC Bulletin  Board. We cannot predict the
extent to which investor interest in our stock will lead to the development of a
more active  trading  market,  how liquid that market might become or whether it
will be  sustained.  The trading  price of our common  stock could be subject to
wide  fluctuations due to the factors discussed in this risk factors section and
elsewhere  in this  report.  In  addition,  the stock  markets in  general  have
experienced  extreme  price and  volume  fluctuations.  These  broad  market and
industry  factors may decrease the market price of our common stock,  regardless
of our actual operating performance.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Revenues  generated  outside  of the United  States,  as a  percentage  of total
revenues,  were 33% and 30% for the  nine-month  periods ended June 30, 2002 and
2001,  respectively.   Fluctuations  in  foreign  exchange  rates  could  impact
operating results through translation of our subsidiaries' financial statements.
Recent global economic events have caused exchange rates in general to rise over
the past several months, making foreign currencies more valuable in terms of the
U.S. dollar. For example,  the Euro has risen almost 14% during the three months
ended June 30, 2002. Exchange rate changes of this magnitude can have a material
affect on our  financial  statement  results,  particularly  with  regard to the
accumulated other comprehensive  income or loss account in the equity section of
the balance sheet.

Our revolving  credit facility bears interest at variable rates and is therefore
affected by the  general  level of U.S.  interest  rates.  We had $33.5  million
outstanding  under our  facility on June 30,  2002.  If  interest  rates were to
increase 2%, annual interest expense would increase  approximately  $0.7 million
based on the $33.5 million outstanding balance.


<PAGE>


                                 PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

Anacomp  and its  subsidiaries  are  potential  or named  defendants  in several
lawsuits  and  claims  arising in the  ordinary  course of  business.  While the
outcome of claims,  lawsuits or other  proceedings  brought against us cannot be
predicted with certainty,  management expects that any liability,  to the extent
not  provided  for  through  insurance  or  otherwise,  will not have a material
adverse effect on our financial condition or results of operations.

Substantially  all claims  that were filed in  conjunction  with the  Chapter 11
proceedings  have been disallowed by the court.  The majority of the claims were
paid prior to or subsequent to our bankruptcy  filing.  The remainder related to
executory contracts assumed under the Plan,  represent  duplicate claims,  claim
amounts  that  differ  from our  records  or claims  that were filed late or are
unsubstantiated. As a result, there are no unrecorded claims.

Item 2. Changes in Securities and Use of Proceeds

     (a)  As a part of the Plan  confirmed by the  Bankruptcy  Court,  Anacomp's
          Articles of Incorporation and Bylaws were amended. The amendments were
          adopted in part to create the  rights  and  preference  of the Class A
          Common Stock and the Class B Common Stock.

     (c)  As part of the Plan,  Anacomp  issued a total of  4,030,000  shares of
          Class A Common Stock to the holders of its 10-7/8% senior subordinated
          notes and a total of 4,034 shares of Class B Common Stock and warrants
          to purchase  783,077  shares of Class B Common Stock to the holders of
          common stock  outstanding as of the effective  date of the Plan.  Each
          warrant is exercisable  for a period of five years for the purchase of
          one share of Class B Common  Stock at an exercise  price of $61.54 per
          share. These issuances were exempt from the registration  requirements
          of the Securities  Act by reason of the exemption  provided for shares
          issued in a bankruptcy reorganization.

Item 6.  Exhibits and Reports on Form 8-K (exhibits incorporated by reference)

     (a)  Exhibits:  For a list of exhibits  filed with this  quarterly  report,
          refer to the Index of Exhibits below.

     (b)  During  the  period  covered by this  report,  we filed the  following
          reports on Form 8-K:


          (1)  On May 29, 2002,  we filed a Form 8-K to announce a change in our
               certifying  accountant to Ernst & Young.
          (2)  On July 3, 2002, we filed a Form 8-K to announce a  restructuring
               charge in conjunction with a reorganization of our operations.



<PAGE>


                                      INDEX TO EXHIBITS


  EXHIBIT
   NUMBER                 DESCRIPTION OF DOCUMENT

     3.1  Amended  and  Restated  Articles  of  Incorporation  of  Anacomp as of
          December 31, 2001. *
     3.2  Amended and  restated  Bylaws of Anacomp as of December  31,  2001.  *
     10.1 Lease  Agreement  by and between  Anacomp and Kilroy  Realty,  L.P., a
          Delaware limited partnership dated June 14, 2002
     10.2 Consulting Agreement by and between Anacomp and Steven G. Singer dated
          May 7, 2002
     99.1 Certification of Chief Executive Officer
     99.2 Certification of Chief Financial Officer

* Incorporated by reference from the exhibits to the  registration  statement on
Form 8-A filed by Anacomp on January 9, 2002.

<PAGE>





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.


                                        ANACOMP, INC.




                                        /s/ Linster W. Fox
                                        ________________________
                                        Linster W. Fox
                                        Executive Vice President,
                                        Chief Financial Officer and Director




Date: August 14, 2002