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 DECEMBER 31, 2001.

                                                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  January  31,  2001,  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>

  PART I.       FINANCIAL INFORMATION                                       Page
<S>             <C>                                                         <C>
  Item 1.       Financial Statements:

                   Condensed Consolidated Balance Sheets at
                        December 31, 2001 and September 30, 2001............  2

                   Condensed Consolidated Statements of Operations
                        Three Months Ended December 31, 2001 and 2000.......  3

                   Condensed Consolidated Statements of Cash Flows
                        Three Months Ended December 31, 2001 and 2000.......  4

                   Notes to the Condensed Consolidated Financial Statements.  5

  Item 2.       Management's Discussion and Analysis of Financial
                        Condition and Results of Operations.................  13


  Item 3.       Quantitative and Qualitative Disclosures About Market Risk..  17


  PART II.      OTHER INFORMATION

  Item 1.       Legal Proceedings...........................................  18

  Item 2.       Changes in Securities and Use of Proceeds...................  18

  Item 6.       Exhibits and Reports on Form 8-K............................  18

  SIGNATURES................................................................  19
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                              Reorganized        Predecessor
                                                                Company            Company
                                                              December 31,      September 30,
(in thousands)                                                    2001              2001
                                                            -----------------   ---------------
<S>                                                         <C>                 <C>
Assets                                                        (Unaudited)
Current assets:
   Cash and cash equivalents...............................  $     26,879       $    24,308
   Accounts receivable, net................................        40,148            43,360
   Inventories.............................................         4,198             4,937
   Prepaid expenses and other..............................         7,036             8,710
                                                            -----------------   ---------------
Total current assets.......................................        78,261            81,315

Property and equipment, net................................        33,048            33,141
Reorganization value in excess of identifiable assets......        73,792               ---
Goodwill...................................................           ---            86,285
Intangible assets..........................................        12,300               ---
Other assets...............................................         5,037             7,077
                                                            -----------------   ---------------
                                                             $    202,438     $     207,818
                                                            =================   ===============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
   Current portion of senior secured revolving credit
      facility.............................................  $      9,250       $    55,075
   10-7/8% senior subordinated notes payable...............           ---           310,943
   Accounts payable........................................        11,051            13,958
   Accrued compensation, benefits and withholdings.........        16,275            16,111
   Accrued income taxes....................................         1,193             5,625
   Accrued interest........................................            13            50,969
   Other accrued liabilities...............................        21,567            22,922
                                                            -----------------   ---------------
Total current liabilities..................................        59,349           475,603
                                                            -----------------   ---------------
Long-term liabilities:
   Long-term portion of senior secured revolving credit
      facility.............................................        43,825               ---
   Other long-term liabilities.............................         2,339            10,142
                                                            -----------------   ---------------
Total long-term liabilities................................        46,164            10,142
                                                            -----------------   ---------------

Stockholders' equity (deficit):
   Preferred stock.........................................           ---               ---
   Common stock............................................            40               146
   Additional paid-in capital..............................        96,885           111,324
   Accumulated other comprehensive loss....................           ---            (4,912)
   Accumulated deficit.....................................           ---          (384,485)
                                                            -----------------   ---------------
Total stockholders' equity (deficit).......................        96,925          (277,927)
                                                            -----------------   ---------------
                                                             $    202,438       $   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>
                                                                    Predecessor Company
                                                                     Three Months Ended
                                                             --------------------------------
(in thousands, except per share amounts)                     December 31,       December 31,
                                                                 2001               2000
                                                             ----------------   -------------
<S>                                                          <C>                <C>
Revenues:
   Services...............................................    $   55,098        $  60,615
   Equipment and supply sales.............................        12,926           21,526
                                                             ----------------   -------------
                                                                  68,024           82,141
                                                             ----------------   -------------
Cost of revenues:
   Services...............................................        36,630           39,205
   Equipment and supply sales.............................         9,874           14,755
                                                             ----------------   -------------
                                                                  46,504           53,960
                                                             ----------------   -------------

Gross profit..............................................        21,520           28,181
Costs and expenses:
   Engineering, research and development..................         1,680            1,737
   Selling, general and administrative....................        15,643           20,275
   Amortization of intangible assets......................         2,896            2,947
   Restructuring credits..................................        (1,032)             ---
                                                             ----------------   -------------

Operating income..........................................         2,333            3,222

Other income (expense):
   Interest income........................................           155              356
   Interest expense and fee amortization..................        (3,114)         (11,121)
   Other..................................................          (221)             254
                                                             ----------------   -------------
                                                                  (3,180)         (10,511)
                                                             ----------------   -------------
Loss before reorganization items, income taxes and
   extraordinary gain on extinguishment of debt...........          (847)          (7,289)
Reorganization items......................................        13,328              ---
                                                             ----------------   -------------
Income (loss) before income taxes and extraordinary gain
   on extinguishment of debt..............................        12,481           (7,289)
Provision for income taxes................................           450              387
                                                             ----------------   -------------
Income (loss) before extraordinary gain on extinguishment
   of debt................................................        12,031           (7,676)
Extraordinary gain on extinguishment of debt, net of taxes       265,329              ---
                                                             ----------------   -------------
Net income (loss).........................................    $  277,360        $  (7,676)
                                                             ================   =============


Basic and diluted per share data:
   Income (loss) before extraordinary gain on
   extinguishment of debt.................................    $      0.83       $   (0.53)
   Extraordinary gain on extinguishment of debt, net of
   taxes..................................................          18.22             ---
                                                             ----------------   -------------
   Basic and diluted net income (loss)....................    $     19.05       $   (0.53)
                                                             ================   =============

Shares used in computing basic and diluted net income
   (loss) per share.......................................         14,566          14,569
                                                             ================   =============
</TABLE>

        See the notes to the condensed consolidated financial statements

<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Predecessor Company
                                                                  Three Months Ended
                                                            --------------------------------
(in thousands)                                                December 31,      December 31,
                                                                 2001               2000
                                                            ----------------    ------------
<S>                                                          <C>                <C>
Cash flows from operating activities:
   Net income (loss)......................................   $   277,360        $  (7,676)
   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........................         7,194            8,023
     Non-cash settlement of facility lease contract.......           349              ---
     Amortization of debt fees, premium, and discounts....            92              351
     Change in assets and liabilities:
       Accounts and other receivables.....................         3,092              322
       Inventories........................................           739              126
       Prepaid expenses and other assets..................           332            1,345
       Accounts payable, accrued expenses and other
         liabilities......................................        (3,733)          (2,003)
       Accrued interest...................................          (387)           8,376
                                                            ----------------    ------------
        Net cash provided by operating activities.........         5,009            8,864
                                                            ----------------    ------------
Cash used in investing activities:
   Purchases of property and equipment....................        (1,075)            (993)
                                                            ----------------    ------------

Cash flows from financing activities:
   Proceeds from liquidation of currency swap contracts...           ---              763
   Principal payments on revolving line of credit.........        (2,000)             (75)
                                                            ----------------    ------------
        Net cash (used in) provided by financing
           activities.....................................        (2,000)             688
                                                            ----------------    ------------
Effect of exchange rate changes on cash and cash
   equivalents............................................           637                1
                                                            ----------------    ------------
Increase in cash and cash equivalents.....................         2,571            8,560
Cash and cash equivalents at beginning of period..........        24,308           13,988
                                                            ----------------    ------------
Cash and cash equivalents at end of period................   $    26,879        $  22,548
                                                            ================    ============

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest..................................   $     1,434        $   1,941
                                                            ================    ============
  Cash paid for income taxes..............................   $       459        $     654
                                                            ================    ============
</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, Anacomp 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 Plan was confirmed by the U.S.  Bankruptcy Court on
December 10, 2001, and the Company  emerged from bankruptcy  effective  December
31, 2001.

Under the Plan, the Company's publicly traded 10-7/8% Senior  Subordinated Notes
(the  "Notes"),  related  accrued  interest  and existing  Anacomp  Common Stock
(14,566,198  shares) were  canceled,  and new common stock  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,  is being  distributed  to holders of existing  Anacomp Common
Stock and is subject to additional dilution, as provided for in the Plan.

Pursuant to the  reorganization,  the Company is 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 the Board of Directors of the Company.

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 existing  Common Stock  outstanding  immediately  prior to the
emergence  from  Bankruptcy  effective  December 31, 2001,  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 Anacomp's  equity and those holding
Class B Common Stock own 0.1%.

Also as a result of the Chapter 11 reorganization,  all unexercised options were
canceled and the Company's prior stock option plans were  terminated,  executory
contracts  were assumed or rejected,  trade  creditors were paid in the ordinary
course of business and were not impaired, members of a new Board of Directors of
the Company  were  designated,  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
the Company's  Senior Secured  Revolving  Credit  Facility (the  "Facility") was
amended (see Note 4).

The  Company  is in the  process  of  clearing  all  claims  that were  filed in
conjunction  with the Chapter 11 proceedings.  Each claim has been  individually
analyzed.  The  majority of the claims were paid prior to or  subsequent  to the
bankruptcy  filing,  are  unsubstantiated,  are related to  executory  contracts
assumed  under the Plan,  duplicate  claims,  claim amounts that differ from the
Company's  books or that were  filed  late.  As a result  the  Company  does not
anticipate there are any material unrecorded claims.


        Business Unit Structuring

Anacomp  previously  announced  that it  intends  to sell  all or  parts  of its
European document-management business, Document Solutions International ("DSI").
The Company continues to exercise its reasonable best efforts to complete such a
potential  sale. Any such eventual sale is subject to approval by the Bank Group
(see Note 4) and the Company will be required to apply a portion of any proceeds
from the sale of DSI to pay down the Facility. The execution, timing, likelihood
and amount of net  proceeds of any such  potential  sale are  uncertain  and the
Company is  continuing  the  operations of DSI in its normal course of business.
Accordingly,  the assets and  liabilities  of the DSI entities are classified as
held for use in the  accompanying  Condensed  Consolidated  Balance Sheets.  The
Company's  International  Technical  Services  business is not  affected by this
potential transaction.

Note 2.  Basis of Presentation

At December 31, 2001, as a result of its emergence from bankruptcy,  the Company
adopted  Fresh Start  Reporting in accordance  with AICPA  Statement of Position
(SOP)  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
recording  of assets and  liabilities  at fair values,  the  valuation of equity
based on the reorganization value of the ongoing business and the recording of a
reorganization asset for reorganization value in excess of the fair value of the
separately identifiable assets and liabilities.

The  accompanying   financial   statements  include  the  historical   financial
statements  of the Company prior to December 31, 2001,  the  effective  date the
Company emerged from bankruptcy, and are referred to as the Predecessor Company.
The Condensed  Consolidated Balance Sheet as of December 31, 2001 represents the
balance sheet of the Reorganized Company after adopting Fresh Start Reporting.

Due to the  reorganization and implementation of Fresh Start Reporting (see Note
3), the consolidated  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  its  wholly-owned   subsidiaries.   All  significant
intercompany  accounts and transactions  have been  eliminated.  These financial
statements, except for the balance sheet as of September 30, 2001, have not been
audited but, in the opinion of the Company's management, include all adjustments
necessary for a fair presentation of the Company's financial  position,  results
of  operations  and  cash  flows  for all  periods  presented.  These  financial
statements should be read in conjunction with the Company's financial statements
and notes  thereto  for the year  ended  September  30,  2001,  included  in the
Company's fiscal 2001 Annual Report on Form 10-K.  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 reporting period.  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

The Company  estimated its enterprise  value before  consideration of debt after
reorganization  at December 31, 2001 totaled $150 million (the  approximate fair
value) based on the consideration of many factors and various valuation methods,
including  discounted  cash  flows,  selected  publicly  traded  company  market
multiples,  selected  acquisition  transaction  multiples  and other  applicable
ratios and  valuation  techniques  believed by the  Company's  management  to be
representative of the Company's  business and industry.  The valuation  utilized
the Company's five-year projections of cash flows, assuming a 20% annual decline
in COM  revenues,  $25 million  (including up to $5 million in fiscal year 2002)
for  selective  investments  in new  businesses  within the  Technical  Services
business unit and a weighted average cost of capital rate of approximately  17%.
A terminal value was determined using a multiple of estimated fifth year EBITDA,
together with the net present value of the five-year  projected cash flows.  The
Company  is  in  the  process  of  working  with  an  outside   organization  to
independently  assess the enterprise value noted above. The final  determination
of the Company's  December 31, 2001 enterprise  value may differ from the amount
estimated.  The  excess  of the  reorganization  value  over the  fair  value of
identifiable  assets and  liabilities  is reported as  "Reorganization  value in
excess of identifiable assets" and will not be subject to future amortization in
accordance with the Financial  Accounting  Standards  Board (FASB)  Statement of
Financial  Accounting  Standards (SFAS) No. 142,  "Goodwill and Other Intangible
Assets".

The Company is in the process of  obtaining  appraisals  to further  support its
preliminary  valuation  associated  with  certain  property  and  equipment  and
identifiable  intangible  assets to  determine  the fair values of such  assets.
Preliminary  identifiable  intangible asset valuations  consist of the following
and will be amortized over the useful lives indicated:
<TABLE>
<CAPTION>

(dollars in thousands)                                    Life in Years      Amount
<S>                                                       <C>                <C>
Digital technology and intellectual property..............       3        $   3,100
COM technology and intellectual property..................      10            1,300
COM production software...................................       5              300
Customer relationships....................................      10            7,600
                                                                          ---------
                                                                          $  12,300
                                                                          =========
</TABLE>

The  assigned  fair  values  of the  Reorganized  Company  and  its  assets  and
liabilities  represent  significant  estimates made by management 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  managements'  current  estimates and
assumptions.  Any changes in valuation would affect the Company's  balance sheet
and amortization of the value of those assets.

The  reorganization  and the adoption of Fresh Start  Reporting  resulted in the
following  adjustments to the Company's  Condensed Consolidated Balance Sheet as
of December 31, 2001:

<TABLE>
<CAPTION>
                              Predecessor       Reorganization and Fresh        Reorganized
                                Company           Start Adjustments               Company
                                              ---------------------------
                              December 31,                                      December 31,
(in thousands)                   2001            Debit          Credit              2001
----------------------------  -------------    -----------   -------------       ------------
<S>                          <C>              <C>           <C>                 <C>
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
                              =============    ===========   =============       ============
</TABLE>

<TABLE>
<CAPTION>

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
<S>                                <C>            <C>             <C>             <C>
  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>
<PAGE>

Explanations of the above adjustment columns are as follows:
<TABLE>
<CAPTION>

<S>     <C>                                                     <C>
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 (in thousands):

          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
                                                              =============

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 payment 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 share of new Class B common stock at estimated fair value.
</TABLE>


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

<TABLE>
<CAPTION>

            <S>                                               <C>
            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 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 the determination of extraordinary gain on
extinguishment  of debt. There is no tax effect on extinguishment of debt due to
utilization of the Company's net operating loss carryforwards (see Note 6).

In accordance with SOP 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>
                                                               Three Months
                                                                  Ended
                                                               December 31,
            (in thousands)                                         2001
                                                              --------------
            <S>                                                <C>
            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)
                                                              ---------------
                                                               $    13,328
                                                              ===============
</TABLE>

Note 4.  Senior Secured Revolving Credit Facility

On  August  24,  2001,  the  Company  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 "Facility"). The amended Facility, which became effective December
31, 2001,  includes a $58.9 million  limit,  with a $53.1  million  sublimit for
direct borrowing and a $5.8 million letter of credit  sublimit.  The Facility is
available for new borrowings up to a Formula  Borrowing Base ("FBB") when direct
borrowings  are reduced below the FBB. The FBB will equal an amount up to 80% of
Eligible  Accounts,  which include U.S. and Canadian  Accounts  Receivable.  The
credit limit will be subject to reduction  as the periodic  scheduled  principal
repayments occur.

Under  the  amended  Facility,  the  maturity  date is June  30,  2003,  with an
extension  to  December  31, 2003 if a DSI sale occurs and results in $4 million
net proceeds,  or the Company elects to increase the interest rate by 1% for the
extension period. Upon a closing of a sale of DSI, the Company would be required
to make a payment to the Bank Group to  permanently  reduce  the  Facility.  The
payment  would be the  greater  of $4  million  or 85% of net sale  proceeds  as
defined.  Under the  amended  Facility,  the  direct  borrowings  limit is to be
permanently  reduced by cash payments of $2 million  quarterly from December 31,
2001 to June 30,  2002;  $3 million on  September  30,  2002;  $2.25  million on
December  31,  2002 and March 31,  2003;  and $2.5  million on June 30, 2003 and
September 30, 2003.  The first  quarterly cash payment of $2 million was made in
December 2001.

The amended  Facility  bears interest at the Base Rate equal to the higher of a)
the annual  rate of  interest  announced  from time to time by Fleet 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 FBB.  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 6.75% at December 31, 2001.

The Facility is secured by virtually all of the Company's  assets and 65% of the
capital  stock of the  Company's  foreign  subsidiaries.  The Facility  contains
covenants relating to limitations on capital expenditures, additional debt, open
market purchases of the Company's common stock, mergers and acquisitions,  liens
and dividends,  minimum EBITDA  requirements and minimum  interest  coverage and
leverage ratios. In addition, the Company is required to remit to the Bank Group
the net proceeds of any capital asset sale.

In connection  with the  Amendment,  the Company paid a fee of $0.8 million that
has been  capitalized  and is  included  as  Other  Assets  in the  accompanying
Condensed Consolidated Balance Sheet at December 31, 2001.

Outstanding  borrowings  and  letters of credit  under the  Facility  were $53.1
million and $5.8 million, respectively, at December 31, 2001. As of February 18,
2002, the Facility  balance  consists of direct  borrowings of $45.3 million and
letters of credit  totaling $5.8 million.  The Company is able to borrow against
its Facility up to the $53.1  million  sublimit for direct  borrowing  until the
scheduled March 31, 2002 direct borrowing limit reduction of $2 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 ($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 interest
expense on the Notes only through  October 19, 2001,  the date the Company filed
for bankruptcy.

Note 6. Income Taxes

The provision for income taxes for the periods ended  December 31, 2001 and 2000
primarily represents current foreign taxes.

As a result of the Company's Reorganization,  the Company will have cancellation
of debt ("COD") estimated to be $265.3 million. As a result, the Company 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. Such adjustments are determined at the end of the Company's 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.  The Company has recorded a valuation  allowance in the amount of
$19  million in order to fully  offset  the net  deferred  tax asset.  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 the results of operations.

Note 7. Restructuring Activities

In fiscal 1998, the Company recorded  restructuring  charges of $8.5 million and
reserves of $15.2 million related to its First Image acquisition. As of December
31, 2001,  the remaining  liability of $0.2 million,  related to facility  costs
will be paid by the end of June 2002.

In the second and third quarters of 2000, the Company  effected a reorganization
of its  workforce  in the United  States and Europe along its lines of business,
reorganized  parts of its  corporate  staff  and  phased  out its  manufacturing
operations. The reorganization of the workforce and corporate staff consisted of
management  reassessing job responsibilities and personnel  requirements in each
of its  continuing and  on-strategy  business  units and corporate  staff.  Such
assessment   resulted  in  substantial   permanent   personnel   reductions  and
involuntary terminations throughout the organization,  primarily in its European
operations  and its  corporate and  manufacturing  staff.  The Company  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,  and as of December 31, 2001,  all  severance
payments have been paid. Other fees relate to professional  fees associated with
negotiations  to  terminate  facility  leases and other  costs  associated  with
implementation of the business unit structure and the reorganization of the four
business  units  into  separate  entities.  These fees have also been paid as of
December 31, 2001. In the first quarter of fiscal year 2002 the Company reversed
approximately $1 million of business restructuring reserves primarily related to
favorable  circumstances related to the shutdown of its Japanese subsidiary.  As
of December 31, 2001,  the majority of the  remaining  liability of $0.3 million
related to international facility costs and costs related to the shutdown of the
Japanese subsidiary is expected to be paid by 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 December 31, 2001 (in thousands):

<TABLE>
<CAPTION>

                                                          Unaudited
                                          ----------------------------------------------
  Fiscal Year 2000          September 30,                                   December 31,
  Restructuring                 2001      Adjustments    Cash Payments          2001
  ----------------------   ------------   -------------  --------------  ---------------
  <S>                      <C>            <C>            <C>             <C>
  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          September 30,                                   December 31,
  Restructuring                 2001      Adjustments    Cash Payments          2001
  ----------------------   ------------   -------------  --------------  ---------------
  Facility Closing         $        276   $       (39)   $       (77)    $       160
  Other                              10           (10)           ---             ---
                           ------------   -------------  --------------  ---------------
                           $        286   $       (49)   $       (77)    $       160
                           ------------   -------------  --------------  ---------------

</TABLE>

Note 8.  Inventories

<TABLE>
<CAPTION>

Inventories consist of the following:
(in thousands)                                               December 31,   September 30,
                                                                 2001           2001
                                                            --------------  -------------
                                                             (unaudited)
  <S>                                                       <C>             <C>
  Finished goods, including purchased film................   $      2,780    $    3,249
  Consumable spare parts and supplies.....................          1,418         1,688
                                                            --------------  -------------
                                                             $      4,198    $    4,937
                                                            ==============  =============
</TABLE>


Note 9.  Income (Loss) Per Share

Basic and diluted  income  (loss) per share is computed  based upon the weighted
average number of shares of the Company's  common stock  outstanding  during the
period.  Potentially  dilutive  securities  include  options  granted  under the
Company's stock option plans and outstanding  warrants,  both using the treasury
stock  method  and  shares  of common  stock  expected  to be  issued  under the
Company's  employee stock purchase plan. For the three months ended December 31,
2001 and 2000, options outstanding totaling 999,218 and 1,824,337  respectively,
were excluded from the  calculations of income (loss) per share, as their effect
would have been anti-dilutive.

Note 10.  Recent Accounting Pronouncements

Pursuant to SOP 90-7, the Reorganized  Company 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:

On July 20, 2001,  the FASB issued SFAS No. 141,  "Business  Combinations",  and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 addresses the
accounting  for  acquisitions  of  businesses,  eliminates  pooling of interests
accounting,  and is  effective  for  acquisitions  occurring on or after July 1,
2001.  SFAS No. 142 addresses the method of identifying  and measuring  goodwill
and other  intangible  assets  acquired  in a business  combination,  eliminates
further   amortization  of  goodwill,   and  requires  periodic  evaluations  of
impairment  of goodwill  balances.  In addition,  the useful lives of recognized
intangible assets acquired in transactions completed before July 1, 2001 will be
reassessed and the remaining  amortization periods adjusted  accordingly.  As of
December   31,  2001,   the   Company's   intangible   assets,   excluding   the
"Reorganization  value in excess of  identifiable  assets"  will be amortized in
future periods.  "Reorganization  value in excess of identifiable assets" is not
an amortizing asset and will be subject to formal annual impairment testing at a
minimum.

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 did not have a material
impact on the Company's financial position as of December 31, 2001.

Note 11.  Operating Segments

Anacomp's business is focused in the document management  industry.  The Company
currently manages its business through two operating units:  Document Solutions,
which provides  document-management  outsource services; and Technical Services,
which  provides  equipment  maintenance  services  for Anacomp  and  third-party
manufactured  products  and  provides  COM  systems and  micrographic  supplies.
Effective  October 1, 2001, the Company  completed the integration of its former
docHarborSM  business  unit  into the  Document  Solutions  group.  Results  for
docHarborSM  previously  reported  separately  have been  combined with Document
Solutions.

Management  evaluates  operating  unit  performance  based upon earnings  before
interest, other income, reorganization items, asset impairment and restructuring
charges, taxes, depreciation and amortization, and extraordinary items (referred
to as  "EBITDA").  Information  about  the  Company's  operations  by  operating
segments is as follows:

For the Three Months Ended December 31,
<TABLE>
<CAPTION>

                            Document           Technical
 (in thousands)             Solutions          Services        Corporate     Consolidated
-----------------------------------------------------------------------------------------
 2001
<S>                        <C>                 <C>             <C>           <C>
 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

 2000
 Digital/renewal revenue   $      16,427       $   5,087        $    ---     $   21,514
 COM revenue                      32,484          28,143             ---         60,627
 Intersegment revenue                ---           2,891          (2,891)           ---
                         ----------------------------------------------------------------
 Total revenue                    48,911          36,121          (2,891)        82,141
 EBITDA                            7,562           9,940          (6,258)        11,244

</TABLE>

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

<TABLE>
<CAPTION>

      For the Three Months Ended December 31,                 2001           2000
      --------------------------------------------       -------------  ------------
      <S>                                                <C>            <C>
      EBITDA......................................       $     8,495    $    11,244
      Depreciation and amortization...............            (7,194)        (8,023)
      Other income and expense, net...............            (3,180)       (10,511)
      Reorganization items........................            13,328            ---
      Restructuring credits.......................             1,032            ---
      Other.......................................               ---              1
                                                         -------------  ------------
      Income (loss) before income taxes and
      extraordinary gain on extinguishment of debt       $    12,481    $    (7,289)
                                                         =============  ============
</TABLE>


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

Certain  statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations"  ("MD&A"),  including  those related to the
Company's   plans,   liquidity   needs   and   future   operations,   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  and  Section  21E of the
Securities  Exchange Act of 1934, as amended.  Such  forward-looking  statements
involve known and unknown risks,  uncertainties and other important factors that
could cause the actual results,  performance or achievements of the Company,  or
industry results,  to differ materially from any future results,  performance or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
risks,  uncertainties and other important factors include, among others: general
economic  and  business   conditions;   industry  trends;   industry   capacity;
competition;  raw materials costs and availability;  currency fluctuations;  the
loss of any significant customers or suppliers;  changes in business strategy or
development plans; successful development of new products;  availability,  terms
and   deployment  of  capital;   ability  to  meet  debt  service   obligations;
availability of qualified personnel;  changes in, or the failure or inability to
comply with, government regulations; and other factors referenced in this report
and the  Company's  other public  filings  including  its Form 10-K for the year
ended  September  30,  2001.  The  words  "may",  "could",  "should",   "would",
"believe",  "anticipate",  "estimate",  "expect",  "intend",  "plan" and similar
expressions  or  statements  regarding  future  periods are intended to identify
forward-looking   statements.  All  forward-looking  statements  are  inherently
uncertain  as they  involve  substantial  risks  and  uncertainties  beyond  the
Company's control.  The Company undertakes no obligation to update or revise any
forward-looking  statements for events or circumstances  after the date on which
such  statement  is made.  New factors  emerge from time to time,  and it is not
possible  for the  Company to predict  all such  factors.  Further,  the Company
cannot  assess the impact of each such  factor on its  business or the extent to
which any factor, or combination of factors,  may cause actual results to differ
materially from those contained in any forward-looking statements.

Overview

On October 19, 2001, Anacomp 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 Plan was confirmed by the U.S.  Bankruptcy Court on
December 10, 2001, and the Company  emerged from bankruptcy  effective  December
31, 2001.

Under the Plan, the Company's publicly traded 10-7/8% Senior  Subordinated Notes
(the  "Notes"),  related  accrued  interest  and existing  Anacomp  Common Stock
(14,566,198  shares) were  canceled,  and new common stock  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 is being  distributed to holders of existing Anacomp Common
Stock and is subject to additional dilution, as provided for in the Plan.

Also as a result of the Chapter 11 reorganization,  all unexercised options were
canceled and the Company's prior stock option plans were  terminated,  executory
contracts  were assumed or rejected,  trade  creditors were paid in the ordinary
course of business and were not impaired, members of a new Board of Directors of
the Company  were  designated,  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
the Company's  Senior Secured  Revolving  Credit  Facility (the  "Facility") was
amended.

Anacomp's  revenues,  operating  results,  cash flows and liquidity in the first
three  months of fiscal 2002  continue to be  negatively  impacted by an overall
decline in the Company's COM business. However, the elimination of the Company's
Notes has  resulted in a  substantial  decrease in interest  expense  during the
first  quarter  of fiscal  2002.  In  addition,  digital  and  renewal  revenues
increased 13% over the prior year period.

The  Company  and Fleet  National  Bank as agent and its  syndicate  of  lenders
(collectively,  "the Bank Group") amended the Facility which became effective on
December 31, 2001. The amended  Facility  contains  certain  restrictions on the
Company and stipulates scheduled principal repayments.  The principal repayments
over time will continue to reduce the Company's debt costs. The company made the
first scheduled repayment of $2 million on December 27, 2001.

Anacomp  reported net income totaling $277.4 million.  This was primarily due to
the  cancellation  of debt and resulting  extraordinary  gain of $265.3 million.
Positive cash flows provided by operations  were $5 million for the three months
ended  December  31, 2001.  As of December  31,  2001,  the Company had positive
working capital of $18.9 million,  and stockholders'  equity of $97 million upon
the  application of Fresh Start  Reporting  requiring the Company to revalue its
assets, liabilities and stockholders' equity at fair values.

Anacomp  previously  announced  that it  intends  to sell  all or  parts  of its
European document-management business, Document Solutions International ("DSI"),
and continues to exercise its  reasonable  best efforts to complete a sale.  Any
such eventual sale is subject to approval by the Bank Group and the Company will
be required to remit a portion of any proceeds  from the sale of DSI to pay down
the Facility.  The execution,  timing,  likelihood and amount of net proceeds of
any  such  potential  sale are  uncertain  and the  Company  is  continuing  the
operations of DSI in its normal course of business. The Company's  International
Technical Services business is not affected by this potential transaction.

Results of Operations

Three Months Ended December 31, 2001 vs. Three Months Ended December 31, 2000

     General. Anacomp reported net income of $277.4 million for the three months
ended  December 31,  2001,  compared to a net loss of $7.7 million for the three
months  ended  December  31,  2000.  The  current  quarter  income  includes  an
extraordinary  gain of $265.3  million  resulting from the  cancellation  of the
Company's  Notes and  related  accrued  interest.  Excluding  the  effect of the
extraordinary  gain,   interest  expense  on  the  Notes  ($1.7  million),   and
reorganization items (positive $13.3 million), net results for the quarter ended
December 31, 2001 would have been net income of $0.4 million.

     Revenues.  The Company's  revenues decreased 17% from $82.1 million for the
three months ended  December 31, 2000, to $68 million for the three months ended
December 31, 2001.  The  decrease  was  composed of a $16.9  million  decline in
COM-related  revenues  offset in part by a $2.8 million  increase in digital and
renewal revenues. The Company expects that COM revenues will continue to decline
during the remainder of this fiscal year as well as in future years.

Document  Solutions  COM  related  revenues  decreased  22% from the prior  year
period,  from $32.5 million to $25.4  million.  Revenue  contributed  by digital
services and products,  including results of the former docHarbor business unit,
increased  8% compared  to the prior year  period,  from $16.4  million to $17.7
million.  This  increase  reflects the  continued  growth of the  Company's  Web
Presentment services.

Technical Services revenues decreased 25% from the prior year period, from $33.2
million to $24.8 million.  This was primarily due to the  continuing  decline in
the market for COM systems and supplies and the decreased number of COM units in
use worldwide.  This was partially offset by the $1.5 million,  or 29%, increase
in Multi Vendor Services revenue over the prior year.

     Gross Margins. The Company's gross margin decreased from $28.2 million (34%
of revenues) for the three months ended December 31, 2000, to $21.5 million (32%
of revenues) for the three months ended December 31, 2001.

Document  Solutions  gross margin,  at 36% of revenues,  increased  from the 34%
reported for the prior year period.  Technical  Services gross margins decreased
from 34% to 24% of  revenues  for the  quarter  ended  December  31,  2001.  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 no longer
available to offset fixed costs.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expense  remained  essentially  flat at $1.7  million for the three
months ended December 31, 2001 and 2000.

     Selling,  General and Administrative.  Selling,  general and administrative
(SG&A) expenses decreased from $20.3 million for the three months ended December
31, 2000, to $15.6 million for the three months ended December 31, 2001. Current
year expense reflects the benefit of reduced costs resulting from the fold-in of
the former  docHarbor  business  unit into Document  Solutions.  Prior year SG&A
expenses  included  $1.4  million in  reorganization  legal,  professional,  and
advisory costs. Similar costs in fiscal year 2002, subsequent to the October 19,
2001 bankruptcy  filing,  were reported  separately as reorganization  items and
totaled $1 million.  It is  anticipated  that  certain  courses of action may be
taken that could result in charges  related to cost reduction  activities in the
near term.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
remained  essentially  unchanged  at $2.9  million  for the three  months  ended
December 31, 2001 and 2000 and primarily represented amortization of goodwill.

     Restructuring Credits. In the first quarter of fiscal year 2002 the Company
reversed  $1 million of business  restructuring  reserves  primarily  related to
favorable circumstances related to the shutdown of its Japanese subsidiary.

     Reorganization   Items.   Reorganization   items  represent   expenses  and
adjustments   resulting  from  the  Company's   reorganization  and  consist  of
professional  fees  incurred  subsequent  to the  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 in
accordance with implementing Fresh Start Reporting.

     Interest Income.  Interest income decreased from $0.4 million for the three
months  ended  December  31,  2000,  to $0.2  million for the three months ended
December  31,  2001.  No  additional  interest  was  earned on cash held  during
bankruptcy proceedings, as the Company operated under substantially normal terms
and conditions with its vendors and suppliers during this period.

     Interest  Expense.  Interest  expense  decreased from $11.1 million for the
three months ended December 31, 2000, to $3.1 million for the three months ended
December 31, 2001.  Current year expense included interest expense on Notes only
up to October 19, 2001,  the date the Company filed Chapter 11  bankruptcy,  and
the remaining  $1.4 million of interest was  primarily  related to the Facility.
Prior period interest expense on Notes was $8.3 million.

     Provision for Income Taxes.  The provision for income taxes of $0.5 million
for the quarter  ended  December 31, 2001 and $0.4 million for the quarter ended
December 31, 2000 related primarily to earnings of foreign subsidiaries.

Liquidity and Capital Resources

On October 19, 2001, Anacomp 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 Plan was confirmed by the U.S.  Bankruptcy Court on
December 10, 2001, and the Company  emerged from bankruptcy  effective  December
31, 2001.

Under the Plan, the Company's publicly traded 10-7/8% Senior  Subordinated Notes
(the "Notes"),  related accrued  interest and existing Anacomp Common Stock were
canceled,  and new common stock 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 is
being  distributed to holders of existing Anacomp Common Stock and is subject to
additional dilution, as provided for in the Plan.

On  August  24,  2001,  the  Company  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 "Facility"). The amended Facility, which became effective December
31, 2001,  includes a $58.9 million  limit,  with a $53.1  million  sublimit for
direct  borrowing  and a $5.8  million  letter of credit  sublimit.  The amended
Facility is available for new borrowings up to a Formula  Borrowing Base ("FBB")
when direct  borrowings  are reduced below the FBB. The FBB will equal an amount
up to 80% of  Eligible  Accounts,  which  include  U.S.  and  Canadian  accounts
receivable.  The new facility also contains certain  restrictions on the Company
and has  scheduled  principal  repayments.  The credit  limit will be subject to
reduction as the periodic scheduled principal repayments occur.

Under  the  amended  Facility,  the  maturity  date is June  30,  2003,  with an
extension  to  December  31, 2003 if a DSI sale occurs and results in $4 million
net proceeds or the Company  elects to increase the interest  rate by 1% for the
extension period. Upon a closing of a sale of DSI, the Company would be required
to make a payment to the Bank Group to  permanently  reduce  the  Facility.  The
payment  would be the  greater  of $4  million  or 85% of net sale  proceeds  as
defined.  Under the  amended  Facility,  the direct  borrowings  limit  would be
permanently  reduced by cash payments of $2 million  quarterly from December 31,
2001 to June 30,  2002;  $3 million on  September  30,  2002;  $2.25  million on
December  31,  2002 and March 31,  2003;  and $2.5  million on June 30, 2003 and
September 30, 2003.  The first  quarterly cash payment of $2 million was made in
December 2001.

The amended  Facility bears interest at the Base Rate equal to the higher of the
annual rate of interest  announced  from time to time by Fleet as its best rate,
or one-half  of one percent  above the Federal  Funds  Effective  Rate,  for the
portion  of the  Facility  equal  to the  FBB.  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 6.75% at December 31, 2001.

The Facility is secured by virtually all of the Company's  assets and 65% of the
capital  stock of the  Company's  foreign  subsidiaries.  The Facility  contains
covenants relating to limitations on capital expenditures, additional debt, open
market purchases of the Company's common stock, mergers and acquisitions,  liens
and dividends,  minimum EBITDA  requirements and minimum  interest  coverage and
leverage ratios. In addition, the Company is required to remit to the Bank Group
the net proceeds of any capital asset sale.

The Company's 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.  The ability of the Company 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 the
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 also contribute to the Company's
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 Company downsizing, cost control measures, and the debt restructuring,
have  positioned the Company for a return to  profitability  and  maintenance of
sufficient  cash flows from  operations  to meet its  obligations  in the normal
course of business for at least the next twelve months.

Anacomp had working  capital of $18.9 million at December 31, 2001,  compared to
negative  working  capital of $394.3  million at September 30, 2001. The working
capital  deficiency  at September  30, 2001 is 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. The positive working capital
at December 31, 2001 reflects the cancellation of the senior subordinated notes,
related  accrued  interest,   and  reclassification  of  $43.8  million  of  the
outstanding Facility balance from current liabilities to long-term  liabilities,
consistent  with the  paydown  provisions  included  in the terms of the amended
Facility.  Net cash  provided  by  operating  activities  was $5 million for the
quarter ended December 31, 2001,  compared to net cash provided by operations of
$8.9 million in the comparable prior year period.

Net  cash  used  in  investing  activities  was  $1.1  million  in  the  current
three-month period,  compared to cash used in investing activities of $1 million
in the comparable prior year period.  Expenditures  were primarily for purchases
of equipment.

Net  cash  used in  financing  activities  was $2  million  during  the  current
three-month period, compared to $0.7 million provided by financing activities in
the prior  period.  The current  period cash was used to pay down the  revolving
credit facility, while the prior year cash benefit was due primarily to proceeds
received on  liquidation of a currency swap  contract.  The Company  anticipates
that  it  may  invest  up to  $5  million  in  fiscal  year  2002  for  business
acquisitions.

The Company's  cash balance  totaled $26.9 million at December 31, 2001 compared
to $24.3 million at September 30, 2001.


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 26% for the periods  ended  December  31, 2001 and 2000,
respectively.  Fluctuations  in foreign  exchange  rates could impact  operating
results through translation of the Company's subsidiaries' financial statements.

The Company's  revolving credit facility bears interest at variable rates and is
therefore  affected by the general level of U.S. interest rates. The Company had
$53.1 million  outstanding  under its Facility on December 31, 2001. If interest
rates were to increase 2%, the Company's  annual interest expense would increase
approximately $1.1 million based on a $53.1 million outstanding balance.

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

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

The  Company  is in the  process  of  clearing  all  claims  that were  filed in
conjunction  with the Chapter 11 proceedings.  Each claim has been  individually
analyzed.  The  majority of the claims were paid prior to or  subsequent  to the
bankruptcy  filing,  are  unsubstantiated,  are related to  executory  contracts
assumed  under the Plan,  duplicate  claims,  claim amounts that differ from the
Company's  books or that were  filed  late.  As a result  the  Company  does not
anticipate there are any material unrecorded claims.

Item 2. Changes in Securities and Use of Proceeds

(a)  As a part of the Plan  confirmed by the  Bankruptcy  Court,  the  Company'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,  the  Company  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 the
     Company's  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.
     Such  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)  Exhibit 3.1 - Amended and Restated Articles of Incorporation of the Company
     as of December 31, 2001. *

     Exhibit 3.2 - Amended and Restated Bylaws of the Company as of December 31,
     2001. *

(b)  On October 29, 2001,  the Company filed a Form 8-K related to the Company's
     filing of a  voluntary  petition  under  Chapter  11 of the  United  States
     Bankruptcy  Code in the United  States  Bankruptcy  Court for the  Southern
     District of California.

(c)  On December 26, 2001,  the Company filed a Form 8-K with the Securities and
     Exchange   Commission   related  to  the   confirmation   of  its  Plan  of
     Reorganization under Chapter 11 of the Untied States Bankruptcy Code by the
     United States Bankruptcy Court for the Southern District of California.

*    Incorporated by reference from the exhibits to the  registration  statement
     on Form 8-A filed by the Company 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
                                             Director, Senior Vice President and
                                             Chief Financial Officer




Date: February 18, 2002