<PAGE>



                       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 March 31, 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:  333-23519

                           VESTCOM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            New Jersey                                          22-3477425
            (State or other jurisdiction of                 (I.R.S. Employer
            incorporation or organization)                  Identification No.)

                                5 Henderson Drive
                         West Caldwell, New Jersey 07006
           (Address of principal executive office, including zip code)

                                  973-882-7000
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------


Indicate by check mark whether 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 [ ]


The number of shares of common stock outstanding as of May 1, 2002 was 9,056,806
shares.


<PAGE>

                  VESTCOM INTERNATIONAL, INC. AND SUBSIDIARIES

                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2002

                                      INDEX
<TABLE>
<CAPTION>

Part I:  Financial Information
                                                                                                         Page(s)
                                                                                                         -------
Item 1:  Financial Statements

<S>                                                                                                         <C>
    Condensed Consolidated Balance Sheets - as of December 31, 2001 and
         March 31, 2002 (unaudited)                                                                          3
    Condensed Consolidated Statements of Operations - For the Three Months
         Ended March 31, 2001 (unaudited) and 2002 (unaudited)                                               4
    Condensed Consolidated Statements of Cash Flows - For the Three Months Ended
         March 31, 2001 (unaudited) and 2002 (unaudited)                                                     5
    Notes to Condensed Consolidated Financial Statements (unaudited)                                         6

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

Overview; Disclosures Regarding Forward Looking Statements; Results of Operations                            7

Liquidity and Capital Resources                                                                              9

Item 3:  Quantitative and Qualitative Disclosures About Market Risk                                         10


Part II:  Other Information

Item 6: Exhibits and Reports on Form 8-K                                                                    10

Signature                                                                                                   10
</TABLE>


                                       2
<PAGE>

                  VESTCOM INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                   As of December 31, 2001 and March 31, 2002


                                     ASSETS
<TABLE>
<CAPTION>

                                                                                  December 31,          March 31,
                                                                                     2001                 2002
                                                                                  ------------        --------------
                                                                                   (note 1)           (unaudited)
<S>                                                                               <C>                  <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                    $     951,060        $     914,440
     Accounts receivable, net                                                        27,294,527           25,458,182
     Other current assets                                                            11,561,464           10,186,899
                                                                                  -------------        -------------
                           Total current assets                                      39,807,051           36,559,521

PROPERTY AND EQUIPMENT, net                                                          35,976,873           35,716,243
GOODWILL, net                                                                        71,163,373           71,163,373
OTHER ASSETS                                                                            387,643              376,325
                                                                                  -------------        -------------
                           Total assets                                           $ 147,334,940        $ 143,815,462
                                                                                  =============        =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of long-term debt and capital lease obligations                  3,293,630            3,011,468
     Accounts payable                                                                11,875,927           11,160,174
     Other liabilities                                                               15,259,911           14,441,218
                                                                                  -------------        -------------
                           Total current liabilities                                 30,429,468           28,612,860

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                         16,904,732           14,077,254
OTHER NONCURRENT LIABILITIES                                                          8,449,529            8,449,314
                                                                                  -------------        -------------

                           Total liabilities                                      $  55,783,729        $  51,139,428
                                                                                  -------------        -------------


STOCKHOLDERS' EQUITY:
   Preferred Stock
     Class B, 1 share authorized, issued and outstanding at
       December 31, 2001 and March 31, 2002                                           1,240,274            1,240,274
   Common stock, no par value; 20,000,000 shares authorized;
       9,056,806 shares issued and outstanding at
       December 31, 2001 and March 31, 2002                                          90,300,456           90,300,456
   Deferred Compensation                                                               (80,556)             (72,222)
   Retained earnings                                                                    645,426            1,767,938
   Accumulated other comprehensive (loss)                                             (554,389)            (560,412)
                                                                                  -------------    -----------------

                           Total stockholders' equity                             $  91,551,211    $      92,676,034
                                                                                  -------------    -----------------

                           Total liabilities and stockholders' equity             $ 147,334,940    $     143,815,462
                                                                                  =============    =================
</TABLE>


  The accompanying notes to condensed consolidated financial statements are an
                     integral part of these balance sheets.


                                       3
<PAGE>

                  VESTCOM INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2001 and 2002
                                   (unaudited)


                                                   Three Months Ended
                                           ----------------------------------
                                           March 31, 2001      March 31, 2002
                                           --------------      --------------

REVENUES                                   $   40,055,700      $   41,594,247
COST OF REVENUES                               29,563,283          31,216,534
                                           --------------      --------------
     Gross profit                              10,492,417          10,377,713

SELLING, GENERAL AND ADMINISTRATIVE
       EXPENSES                                 9,161,020           8,159,358
GOODWILL AMORTIZATION                             686,597                   -
                                           --------------      --------------
Income from operations                            644,800           2,218,355

OTHER INCOME (EXPENSE)
     Interest expense                            (541,440)           (301,388)
     Other income (expense)                        63,693             (29,443)
                                           --------------      ---------------
     Income before provision for
         income taxes                             167,053           1,887,524

PROVISION FOR INCOME TAXES                         91,879             765,012
                                           --------------      --------------
     Net income                            $       75,174      $    1,122,512
                                           ==============      ==============

Net income per share - basic               $          .01      $          .12
                                           ==============      ==============

Net income per share - diluted             $          .01      $          .12
                                           ==============      ==============


  The accompanying notes to condensed consolidated financial statements are an
                       integral part of these statements.


                                       4
<PAGE>

                  VESTCOM INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2001 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                    Three Months Ended
                                                                                    ------------------
                                                                            March 31, 2001       March 31, 2002
                                                                            --------------       --------------

<S>                                                                       <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                $        75,174      $     1,122,512
     Adjustments to reconcile net income to net cash
     provided by operating activities-
         Depreciation and amortization                                          2,701,236            2,202,342
         Loss on disposal of equipment                                              1,990               30,383
     Changes in operating assets (increase) decrease in-
         Accounts receivable                                                    2,676,603            1,836,345
         Other current assets                                                    (418,854)           1,374,565
         Other assets                                                              98,818               18,764
     Changes in operating liabilities (decrease) increase in-
         Accounts payable                                                      (2,444,822)            (715,753)
         Other current liabilities                                             (3,069,156)            (818,693)
         Other non-current liabilities                                             (3,466)                (215)
                                                                          ---------------      ---------------
                  Net cash provided by (used in) operating activities            (382,477)           5,050,250

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment                                     (1,768,073)          (1,988,681)
     Proceeds from sale of assets                                                     401                9,140
                                                                          ---------------      ---------------
                   Net cash used in investing activities                       (1,767,672)          (1,979,541)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings (repayments) of long term debt                              2,477,034           (3,109,640)
     Amortization of Deferred Compensation                                              -                8,334
                                                                          ---------------      ---------------

             Net cash provided by (used in) financing activities                2,477,034           (3,101,306)
                                                                          ----------------     ---------------

EFFECTS OF EXCHANGE RATES ON CASH BALANCES                                       (142,752)              (6,023)

             Net (decrease) increase in cash and cash equivalents                 184,133              (36,620)
                                                                          ---------------      ---------------

CASH, beginning of period                                                         633,567              951,060
                                                                          ---------------      ---------------

CASH, end of period                                                       $       817,700      $       914,440
                                                                          ===============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                       448,665              248,476
     Cash paid for income taxes                                           $     1,191,558      $        23,513
</TABLE>


  The accompanying notes to condensed consolidated financial statements are an
                       integral part of these statements.



                                       5
<PAGE>


                  VESTCOM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

(1)    BASIS OF PRESENTATION

       The accompanying unaudited condensed consolidated financial statements
       have been prepared in accordance with generally accepted accounting
       principles for interim financial information and with the instructions to
       Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
       include all of the information and footnotes required by generally
       accepted accounting principles for complete financial statements. The
       balance sheet at December 31, 2001 has been derived from the audited
       financial statements at that date. In the opinion of management, all
       adjustments (consisting of normal recurring adjustments) considered
       necessary for a fair presentation have been included. Operating results
       for the three-month period ended March 31, 2002 are not necessarily
       indicative of the results that may be expected for the full year ending
       December 31, 2002. The condensed consolidated financial statements should
       be read in conjunction with the consolidated financial statements of the
       Company and the related notes thereto contained in Vestcom's Annual
       Report on Form 10-K for the year ended December 31, 2001.

(2)    EARNINGS PER SHARE (EPS)

       Basic EPS is calculated by dividing income available to common
       shareholders by the weighted average number of shares of common stock
       outstanding during the period. The weighted average number of shares of
       common stock used in determining basic EPS was 9,056,806 for the three
       months ended March 31, 2002 and 2001, respectively.

       Diluted EPS is calculated by dividing income available to common
       shareholders, adjusted to reflect the effects of stock options, by the
       weighted average number of shares of common stock outstanding, plus
       additional common shares that could be issued in connection with
       potentially dilutive securities. The weighted average number of shares of
       common stock used in determining diluted EPS was 9,071,797 and 9,061,349
       for the three months ended March 31, 2002 and 2001, respectively; and
       reflects 14,991 and 4,543 additional shares issuable in connection with
       stock options, for the three months ended March 31, 2002 and 2001,
       respectively.

       The computation of diluted earnings per share for the three months ended
       March 31, 2002 and 2001, respectively, excluded 1,497,647 and 1,589,280
       potential shares of common stock because the effects would have been
       antidilutive.

(3)    COMPREHENSIVE (LOSS):

       Comprehensive (loss) includes foreign currency translation gains and
       losses. The balance sheet translation adjustment was ($6,023) and
       ($142,752) for the periods ended March 31, 2002 and 2001, respectively.


                                       6
<PAGE>
(4)    RECENT ACCOUNTING REQUIREMENTS:

       In July 2001, the Financial Accounting Standards Board (FASB) issued FASB
       Statements Nos. 141 and 142 (FAS 141 and FAS 142), "Business
       Combinations" and "Goodwill and Other Intangible Assets". FAS 141
       replaces APB16 and eliminates pooling-of-interests accounting
       prospectively. It also provides guidance on purchase accounting related
       to the recognition of intangible assets and accounting for negative
       goodwill. FAS 142 changes the accounting for goodwill from an
       amortization method to an impairment-only approach. Under FAS 142,
       goodwill will be tested annually and whenever events or circumstances
       occur that indicate the Company's goodwill might be impaired. FAS 141 and
       FAS 142 are effective for all business combinations completed after June
       30, 2001. Upon adoption of FAS 142, amortization of goodwill recorded for
       business combinations consummated prior to July 1, 2001 will cease, and
       intangible assets acquired prior to July 1, 2001 that do not meet the
       criteria for recognition under FAS 141 will be reclassified to goodwill.
       Companies are required to adopt FAS 142 for fiscal years beginning after
       December 15, 2001, and early adoption is permitted in some cases. The
       Company adopted FAS 142 on January 1, 2002 and no longer is amortizing
       goodwill and indefinite-lived assets. In connection with the adoption of
       FAS 142, the Company is currently performing a transitional goodwill
       impairment assessment, which must be completed by June 30, 2002. The
       Company has not yet determined the impact these standards will have on
       its results of operations and financial position. Below is a
       reconciliation of net income adjusted to exclude amortization expense for
       2001 as compared with 2002:

<TABLE>
<CAPTION>
          Net Income                                                                  For the Period Ended March 31,
                                                                                      ------------------------------
                                                                                            2002               2001
                                                                                            ----               ----
<S>                                                                                    <C>                   <C>
          Reported net income                                                         $1,122,512           $ 75,174
          Add back:  Goodwill amortization, net of tax effects                                 -            608,626
                                                                                      ----------           --------
          Adjusted net income                                                         $1,122,512           $683,800
                                                                                      ==========           ========


           EPS Basis and Diluted                                                      For the Period Ended March 31,
                                                                                      ------------------------------
                                                                                            2002               2001
                                                                                            ----               ----
           Reported EPS                                                                    $0.12              $0.01
           Add back:  Goodwill amortization, net of tax effects                                -              $0.07
                                                                                           -----              -----
           Adjusted EPS                                                                    $0.12              $0.08
                                                                                           =====              =====
</TABLE>
           Emerging Issues Task Force Issue No. 01-14 (EITF 01-14), formerly
           topic D-103, "Income Statement Characterization of Reimbursements
           Received for 'Out-of-Pocket' Expenses Incurred", requires that
           reimbursements received for freight and other "out-of-pocket"
           expenses be characterized as revenue. Companies are required to apply
           this announcement in financial reporting periods beginning after
           December 15, 2001. Vestcom adopted EITF 01-14 effective January 2002,
           and has reclassified approximately $2,400,000 and $1,700,000 for the
           periods ended March 31, 2002 and 2001, respectively, to revenues from
           costs of revenues. The Company also manages postage costs on behalf
           of customers, and requires postage deposits in advance, which it does
           not believe meet the requirements of the EITF for classification as
           revenues and cost of revenues and accordingly has not reflected
           approximately $17,900,000 and $16,900,000 of these costs as revenues
           or cost of revenues in the accompanying statements of income for the
           periods ended March 31, 2002 and 2001, respectively. These amounts
           have no impact on gross profit or income from operations or net
           income.

Item 2 -    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

OVERVIEW

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the Company's Condensed
Consolidated Financial Statements and the related notes thereto appearing
elsewhere herein.


                                       7
<PAGE>

DISCLOSURES REGARDING FORWARD LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q contains 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 that are based on
the beliefs of Vestcom's management as well as assumptions made by and
information currently available to Vestcom's management. Such statements reflect
the current views of Vestcom with respect to future events based on currently
available information and are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. Factors that could cause actual results to differ
materially from Vestcom's expectations include, but are not limited to, the
following: the ability of the Company to execute and manage its growth strategy,
the results of the Company's investment spending, the ability to effectively
consolidate production facilities and functions as part of the Company's
integration program, the ability to realize reduced overhead costs, increased
production capacity and operating efficiencies, improved financial results,
operational synergies and enhanced services at the newly consolidated
facilities, acceptance of Vestcom's products and services, including electronic
and Internet related services, in the marketplace, the entry of new competitors
in the marketplace, the ability to attract and retain key customers, the ability
to positively modify its revenue mix, variations in quarterly results, the
sufficiency of the Company's working capital, changes in the business
communications industry, the availability of suitable acquisition candidates and
the assimilation of new acquisitions with existing business. Other factors are
described from time to time in Vestcom's public filings with the Securities and
Exchange Commission, news releases and other communications. Also, when Vestcom
uses the words "believes", "expects", "anticipates," "estimates," "plans,"
"intends," "objectives," "goals," "aims," "projects" or similar words or
expressions, Vestcom is making forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. Vestcom does not undertake any obligation to release
publicly any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Due to the Company's adoption of EITF 01-14, certain 2001 amounts have been
reclassified from cost of revenues to revenues in order to conform to the 2002
presentation.

Revenues increased $1,538,000, or 4%, from $40,056,000 for the three months
ended March 31, 2001 to $41,594,000 for the three months ended March 31, 2002.
This increase was primarily attributable to increased sales to new and existing
customers mainly in retail and fulfillment services, partially offset by lower
volumes of business communications services as a result of general economic
conditions especially in the financial services market. Excluding the adoption
of EITF 01-14, Vestcom's revenues increased 2% over the prior year.

Gross profit decreased $114,000, or 1%, from $10,492,000 for the three months
ended March 31, 2001 to $10,378,000 for the three months ended March 31, 2002.
The gross profit margin decreased from 26% for the three months ended March 31,
2001 to 25% for the same period in 2002. The decreases in the gross profit and
the gross profit margin were due to increased costs related to increased
outsourcing activities as a result of the current revenue mix, and decreased
equipment utilization as a result of the lower volumes in the Company's business
communications services. In addition, the Company reclassified certain expenses,
for the first quarter of 2002, to cost of revenues previously classified as
general and administrative costs. The Company believes that these expenses
relate more directly to revenue generation activities and more accurately
reflect gross margins.


Selling, general and administrative expenses decreased $1,002,000, or 11%, from
$9,161,000 for the three months ended March 31, 2001 to $8,159,000 for the three
months ended March 31, 2002. As a percentage of revenues, selling general and
administrative expenses decreased from 23% in 2001 to 21% in 2002. The decrease
in selling, general and administrative expenses relates primarily to lower
personnel and facility costs as a result of the Company's ongoing facilities
consolidation efforts. In addition, certain expenses, for the first quarter of
2002, were reclassified from general and administrative costs to cost of
revenues as discussed above.


                                       8
<PAGE>

Effective January 1, 2002 the Company adopted FAS 142, "Goodwill and Other
Intangible Assets", under which goodwill is no longer amortized for financial
reporting purposes. The 2001 first quarter results included amortization expense
of $687,000.

Interest expense decreased $240,000, or 44%, from $541,000 for the three months
ended March 31, 2001 to $301,000 for the three months ended March 31, 2002. This
decrease was attributable to lower interest rates and decreased outstanding
balances on the Company's credit facility, as compared to the same period in the
prior year.

Other income decreased $93,000, from income of $64,000 for the three months
ended March 31, 2001 to expense of $29,000 for the three months ended March 31,
2002. The decrease is primarily due to losses on disposals of fixed assets
during the quarter.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, Vestcom had working capital of approximately $7,947,000
compared to approximately $9,378,000 at December 31, 2001. The decrease was
primarily attributable to reductions in accounts receivable and income tax
receivable partially offset by decreases in accrued expenses and accounts
payable. Net cash provided by operating activities for the three months ended
March 31, 2002, was approximately $5,050,000, which consisted primarily of net
income plus approximately $2,202,000 generated from depreciation charges, and
the reduction of accounts receivable and other receivable balances due to
improved collection efforts. Net cash used in investing activities for the three
months ended March 31, 2002, was approximately $1,980,000, which consisted
primarily of purchases of equipment. Net cash used in financing activities for
the three months ended March 31, 2002, was approximately $3,101,000 primarily
from the repayment of long-term debt.

The Company and Fleet Bank have entered into an Equipment Loan and Revolving
Credit Agreement ("the Credit Facility"), as amended in the amount of
$31,500,000 with a maturity date of April 1, 2003. On March 31, 2002,
$13,257,000 was outstanding and $14,902,000 remained available for borrowing
under the Credit Facility. Under the terms of the Credit Facility, amounts paid
back on equipment loans are not available for future borrowings.

The Company manages postage costs on behalf of customers of approximately
$1,500,000 to $6,500,000 each month. The Company collects such postage costs
from its customers in advance. At March 31, 2002, the Company had postage
advances from customers in the amount of approximately $6,226,000 and had
prepaid postage and postage receivables of approximately $1,589,000. If, and to
the extent the Company were unsuccessful in obtaining postage costs in advance,
cash flow would be negatively affected and Vestcom may be required to utilize
its working capital or credit facility to cover the cash outlay.

Capital expenditures of approximately $8,000,000 are expected in 2002. The
anticipated expenditures relate to technology and production equipment needs of
the business as well as internally developed capitalized software. However, as
additional revenue generating opportunities arise the Company may be required to
expend additional capital to support those opportunities. As of March 31, 2002,
the Company had incurred approximately $1,989,000 of such anticipated
expenditures.

While no assurance can be given, management believes that its anticipated cash
flow from operations combined with existing cash and the availability of funds
under the Credit Facility, and potential additional credit capacity, will be
sufficient to meet its working capital, capital expenditure and debt service
requirements and its current plans to acquire additional related businesses for
the foreseeable future. The immediately preceding sentence constitutes a
forward-looking statement.


                                       9
<PAGE>

Item 3: - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable - no significant change from Annual Report on Form 10-K.

                           Part II: Other Information


Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits:

                  None

         (b)      Reports on Form 8-K:

                  None

                                    Signature

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.

                                    VESTCOM INTERNATIONAL, INC.



                                    By: /s/ Michael D. Helfand
                                       -----------------------------------------
                                         Michael D. Helfand, Executive Vice
                                         President, Chief Financial Officer
                                         and Treasurer

                                         Dated:  May 15, 2002


                                       10