##### Table of Contents






SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

|                   |  |                                                                                         
|------------------ |  | ----------------------------------------------------------------------------------------
|(Box with an X)    |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       
|                  
|                  
|                  
|                  
|                   |  | For Quarterly Period Ended September 29, 2001                                           
|                  
|                  
|                  
|                  
|or                
|                  
|                  
|                  
|                  
|(Empty Ballot Box) |  | 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 333-26943

AMM HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |  | 52-2088661
(I.R.S. Employer
Identification No.)

2100 S.W. 71st Terrace
Davie, FL 33317
(Address of Principal Executive Offices)
(Zip Code)

Registrants Telephone Number, Including Area Code: (954) 577-2660

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 the number of shares outstanding of each of the registrants
classes of common stock, as of the latest practicable date.

|                  |  |  |  |  |  |                                                 |  |                    |       |  |  | 
|----------------- |  |  |  |  |  | ----------------------------------------------- |  | ------------------ | ----- |  |  | 
|DATE              |  |  |  |  |  | CLASS                                           |  | OUTSTANDING SHARES
|                  |  |  |  |  |  |                                                 |  |                   
|November 19, 2001 |  |  |  |  |  | AMM Holdings, Inc.
Common Stock, $.01 par value |  |                    | 1,000 | 

Moll Industries, Inc. is a wholly-owned subsidiary of Anchor Holdings, Inc.
which is a wholly-owned subsidiary of AMM Holdings, Inc.






ii



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TABLE OF CONTENTS



|                                                                                              |                                               |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | --------------------------------------------- |  |  |  |  |  |  | 
|INTRODUCTION                                                                                 
|PART I. FINANCIAL INFORMATION                                                                
|ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                                                              | CONSOLIDATED BALANCE SHEETS                  
|                                                                                              | CONSOLIDATED STATEMENTS OF OPERATIONS        
|                                                                                              | CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|                                                                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS        
|                                                                                              | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   
|Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                          
|PART II. OTHER INFORMATION                                                                   
|ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                                                                   



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##### Table of Contents



AMM HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

|             |  |                                                                                       |  |                                                                                                                                      |    |      |   | 
|------------ |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------ | -- | ---- | - | 
|             |  |                                                                                       |  |                                                                                                                                      |    | PAGE
|             |  |                                                                                       |  |                                                                                                                                      |    |     
|Introduction |  |                                                                                       |  |                                                                                                                                      | 1  |     
|            
|            
|            
|            
|PART I.      |  | FINANCIAL INFORMATION                                                                 |  |                                                                                                                                      |    |     
|            
|            
|            
|            
|Item 1.      |  | Financial Statements                                                                  |  |                                                                                                                                      | 2  |     
|            
|            
|            
|            
|             |  |                                                                                       |  | Consolidated Balance Sheets at September 29, 2001
and December 31, 2000                                                              |    |      | 2 | 
|            
|            
|            
|            
|             |  |                                                                                       |  | Consolidated Statements of Operations for
the Thirteen and Thirty-nine Weeks Ended September 29, 2001
and September 30, 2000         |    |      | 3 | 
|            
|            
|            
|            
|             |  |                                                                                       |  | Consolidated Statements of Comprehensive Loss for
the Thirteen and Thirty-nine Weeks Ended September 29, 2001
and September 30, 2000 |    |      | 4 | 
|            
|            
|            
|            
|             |  |                                                                                       |  | Consolidated Statements of Cash Flows
for the Thirty-nine Weeks Ended September 29, 2001
and September 30, 2000                      |    |      | 5 | 
|            
|            
|            
|            
|             |  |                                                                                       |  | Notes to Consolidated Financial Statements                                                                                           |    |      | 6 | 
|            
|            
|            
|            
|Item 2.      |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations |  |                                                                                                                                      | 10 |     
|            
|            
|            
|            
|Item 3.      |  | Quantitative and Qualitative Disclosures about Market Risks                           |  |                                                                                                                                      | 16 |     
|            
|            
|            
|            
|PART II.     |  | OTHER INFORMATION                                                                     |  |                                                                                                                                      |    |     
|            
|            
|            
|            
|Item 6.      |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                                                      | 17 |     
|            
|            
|            
|            
|Signatures   |  |                                                                                       |  |                                                                                                                                      | 18 |     

iii



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##### Table of Contents



INTRODUCTION




AMM Holdings, Inc. ( AMM Holdings, a wholly-owned subsidiary of AMM
Holdings, LLC ) is a holding company and does not have any material operations
or assets other than ownership of all of the capital stock of Anchor Holdings,
Inc. ( Holdings ), which does not have any material operations or assets
other than ownership of all the capital stock of Moll Industries, Inc. ( the
Company ), an operating company. The Company is a leading full service
manufacturer and designer of custom molded and assembled plastic components for
a broad variety of customers and end markets throughout North America and
Europe.

The Company serves over 350 customers, including leading multinational
companies such as Asyst, Invensys, Kimberly-Clark, Motorola, Renault,
Schering-Plough, SEB, Whirlpool and Xerox. Products using the Companys plastic
components are sold in a wide range of end markets, including consumer
products, communications/connectivity, household appliances, automobiles and
medical devices. The Company believes that the diversity of its customers,
markets and geographic regions creates a stable revenue base and reduces the
Companys exposure to particular market or regional economic cycles.

The Company has 19 manufacturing facilities with approximately 600 molding
machines throughout North America, Brazil and Europe, including France, the
United Kingdom and Portugal. The Company is capable of providing its customers
with integrated design and prototype development, mold design and
manufacturing, advanced plastic injection molding capabilities, and value-added
finishing services, such as hot stamping, pad printing, assembly and complete
product testing, all of which enable it to provide one-stop shopping to
customers seeking a wide range of services. The Companys technologically
advanced manufacturing facilities and equipment enable it to provide customized
solutions to highly demanding customer specifications.

The structure of the Company is as indicated in the table below:






AMM Holdings, Inc.





|
|




Anchor Holdings, Inc.





|
|




Moll Industries, Inc.





|
|
|

|                         |  |                             |  |                  |  |                                                    |  |                   |  |                    
|------------------------ |  | --------------------------- |  | ---------------- |  | -------------------------------------------------- |  | ----------------- |  | -------------------
|                        
|Moll Industries,
Limited |  | Moll Industries UK,
Limited |  | Moll France SARL |  | Anchor Advanced
Products Foreign
Sales Corporation |  | Compression, Inc. |  | Moll do
Brazil LTDA
|                        

Note: Certain subsidiaries of the Company are held through one or more
intermediate holding companies for certain corporate and tax considerations.
However, such holding companies have not been reflected on this chart.

1



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##### Table of Contents



PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




AMM HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION, AND UNAUDITED)




|                                              |                                                                                               |                                    |                               |                         |        |               |         |              |        |          |   | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------- | ----------------------------- | ----------------------- | ------ | ------------- | ------- | ------------ | ------ | -------- | - | 
|                                              |                                                                                               |                                    |                               |                         |        | SEPTEMBER 29, |         | DECEMBER 31,
|                                              |                                                                                               |                                    |                               |                         |        | 2001          |         | 2000        
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                              |                                                                                               |                                    |                               | ASSETS                  |        |               |         |              |        |          |   | 
|                                             
|                                             
|                                             
|                                             
|CURRENT ASSETS:                               |                                                                                               |                                    |                               |                         |        |               |         |             
|                                             
|                                             
|                                             
|                                             
|                                              | Cash and cash equivalents                                                                     |                                    | $                             | 966                     |        |               | $       | 378          |       
|                                             
|                                             
|                                             
|                                             
|                                              | Accounts receivable, net of reserves for doubtful accounts of
$2,041 and $2,226, respectively |                                    |                               | 55,563                  |        |               |         | 62,181       |       
|                                             
|                                             
|                                             
|                                             
|                                              | Inventories, net                                                                              |                                    |                               | 18,564                  |        |               |         | 23,181       |       
|                                             
|                                             
|                                             
|                                             
|                                              | Deposits on tooling                                                                           |                                    |                               | 8,318                   |        |               |         | 6,998        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Other current assets                                                                          |                                    |                               | 1,974                   |        |               |         | 1,871        |       
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                              |                                                                                               |                                    | Total current assets          |                         |        | 85,385        |         |              |        | 94,609   |  
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|PROPERTY, PLANT AND EQUIPMENT:                |                                                                                               |                                    |                               |                         |        |               |         |             
|                                             
|                                             
|                                             
|                                             
|                                              | Land                                                                                          |                                    |                               | 1,884                   |        |               |         | 2,371        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Buildings                                                                                     |                                    |                               | 25,736                  |        |               |         | 34,345       |       
|                                             
|                                             
|                                             
|                                             
|                                              | Machinery and equipment                                                                       |                                    |                               | 76,078                  |        |               |         | 87,641       |       
|                                             
|                                             
|                                             
|                                             
|                                              | Less: accumulated depreciation                                                                |                                    |                               | (40,393                 | )      |               |         | (40,892      | )     
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                              |                                                                                               | Property, plant and equipment, net |                               |                         | 63,305 |               |         |              | 83,465 |         
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|PROPERTY, PLANT AND EQUIPMENT HELD FOR SALE   |                                                                                               |                                    | 6,352                         |                         |        |               | 1,811   |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|GOODWILL, NET                                 |                                                                                               |                                    | 9,533                         |                         |        |               | 14,092  |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|INVESTMENTS                                   |                                                                                               |                                    | 381                           |                         |        |               | 26      |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|INTANGIBLE AND OTHER ASSETS, NET              |                                                                                               |                                    | 14,238                        |                         |        |               | 15,157  |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                              |                                                                                               |                                    | Total assets                  |                         | $      | 179,194       |         |              | $      | 209,160  |  
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                               |                                    |                               | LIABILITIES AND DEFICIT |        |               |         |              |        |          |   | 
|                                             
|                                             
|                                             
|                                             
|CURRENT LIABILITIES:                          |                                                                                               |                                    |                               |                         |        |               |         |             
|                                             
|                                             
|                                             
|                                             
|                                              | Current portion of long-term obligations                                                      |                                    | $                             | 218,142                 |        |               | $       | 8,175        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Short-term borrowings                                                                         |                                    |                               | 20,825                  |        |               |         | 6,832        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Accounts payable                                                                              |                                    |                               | 42,020                  |        |               |         | 42,444       |       
|                                             
|                                             
|                                             
|                                             
|                                              | Accrued interest                                                                              |                                    |                               | 4,009                   |        |               |         | 7,315        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Accrued liabilities                                                                           |                                    |                               | 15,728                  |        |               |         | 15,683       |       
|                                             
|                                             
|                                             
|                                             
|                                              | Deferred tooling revenue                                                                      |                                    |                               | 6,081                   |        |               |         | 4,682        |       
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                              |                                                                                               |                                    | Total current liabilities     |                         |        | 306,805       |         |              |        | 214,307  |  
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|LONG-TERM OBLIGATIONS, NET OF CURRENT PORTION |                                                                                               |                                    |                              |                         |        |               | 174,641 |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|FAIR VALUE OF INTEREST RATE SWAP AGREEMENT    |                                                                                               |                                    | 4,263                         |                         |        |               |        |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|DEFERRED INCOME TAXES                         |                                                                                               |                                    | 289                           |                         |        |               | 2,727   |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|OTHER NON-CURRENT LIABILITIES                 |                                                                                               |                                    | 6,641                         |                         |        |               | 6,974   |             
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|COMMITMENTS AND CONTINGENCIES                 |                                                                                               |                                    |                               |                         |        |               |         |             
|                                             
|                                             
|                                             
|                                             
|DEFICIT:                                      |                                                                                               |                                    |                               |                         |        |               |         |             
|                                             
|                                             
|                                             
|                                             
|                                              | Common stock ($.01 par value, 3 shares authorized, 1
share issued and outstanding)            |                                    |                               |                        |        |               |         |             |       
|                                             
|                                             
|                                             
|                                             
|                                              | Additional paid in capital                                                                    |                                    |                               | 387                     |        |               |         | 387          |       
|                                             
|                                             
|                                             
|                                             
|                                              | Accumulated deficit                                                                           |                                    |                               | (128,439                | )      |               |         | (102,062     | )     
|                                             
|                                             
|                                             
|                                             
|                                              | Accumulated other comprehensive loss                                                          |                                    |                               | (10,752                 | )      |               |         | (7,648       | )     
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                              |                                                                                               |                                    | Total deficit                 |                         |        | (138,804      | )       |              |        | (109,323 | )
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             
|                                              |                                                                                               |                                    | Total liabilities and deficit |                         | $      | 179,194       |         |              | $      | 209,160  |  
|                                              |                                                                                               |                                    |                               |                         |        |               |         |             

The accompanying notes are an integral part
of these consolidated balance sheets.

2



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##### Table of Contents



AMM HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION, AND UNAUDITED)




|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |        |  | 
|--------------------------------------------- | ----------------------- | - | -------------------- | ------ | ----------------------- | - | ------------- | ------ | ------------- | - | ------- | ------- | - | - | ------- | ------ |  | 
|                                              |                         |   | THIRTEEN WEEKS ENDED |        | THIRTY-NINE WEEKS ENDED
|                                              |                         |   |                      |        |                        
|                                              |                         |   | SEPTEMBER 29,        |        | SEPTEMBER 30,           |   | SEPTEMBER 29, |        | SEPTEMBER 30,
|                                              |                         |   | 2001                 |        | 2000                    |   | 2001          |        | 2000         
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |  
|NET SALES                                     |                         | $ | 60,072               |        |                         | $ | 84,151        |        |               | $ | 190,719 |         |   | $ | 263,962 |       
|                                             
|                                             
|                                             
|                                             
|COST OF SALES                                 |                         |   | 56,741               |        |                         |   | 73,758        |        |               |   | 175,079 |         |   |   | 230,512 |       
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|                                              | Gross profit            |   |                      | 3,331  |                         |   |               | 10,393 |               |   |         | 15,640  |   |   |         | 33,450 | 
|                                             
|                                             
|                                             
|                                             
|SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES  |                         |   | 5,852                |        |                         |   | 8,410         |        |               |   | 18,359  |         |   |   | 24,156  |       
|                                             
|                                             
|                                             
|                                             
|LOSS ON ASSET IMPAIRMENT                      |                         |   |                     |        |                         |   |              |        |               |   | 3,580   |         |   |   |        |       
|                                             
|                                             
|                                             
|                                             
|LOSS ON RESTRUCTURE OR CLOSURE OF
FACILITIES  |                         |   | 876                  |        |                         |   | 807           |        |               |   | 9,145   |         |   |   | 1,607   |       
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|                                              | Operating income (loss) |   |                      | (3,397 | )                       |   |               | 1,176  |               |   |         | (15,444 | ) |   |         | 7,687  | 
|                                             
|                                             
|                                             
|                                             
|INTEREST EXPENSE, NET                         |                         |   | 9,078                |        |                         |   | 9,109         |        |               |   | 24,163  |         |   |   | 27,710  |       
|                                             
|                                             
|                                             
|                                             
|OTHER (INCOME) EXPENSE                        |                         |   | (1,685               | )      |                         |   | (77           | )      |               |   | (2,786  | )       |   |   | 79      |       
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|LOSS BEFORE TAXES AND
EXTRAORDINARY ITEM      |                         |   | (10,790              | )      |                         |   | (7,856        | )      |               |   | (36,821 | )       |   |   | (20,102 | )     
|                                             
|                                             
|                                             
|                                             
|BENEFIT FOR INCOME TAXES                      |                         |   | (1,421               | )      |                         |   | (1,899        | )      |               |   | (2,714  | )       |   |   | (2,667  | )     
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|NET LOSS BEFORE EXTRAORDINARY
ITEM            |                         |   | (9,369               | )      |                         |   | (5,957        | )      |               |   | (34,107 | )       |   |   | (17,435 | )     
|                                             
|                                             
|                                             
|                                             
|EXTRAORDINARY ITEM                            |                         |   |                     |        |                         |   | 5,143         |        |               |   | 7,730   |         |   |   | 5,143   |       
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|NET LOSS                                      |                         | $ | (9,369               | )      |                         | $ | (814          | )      |               | $ | (26,377 | )       |   | $ | (12,292 | )     
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|                                             
|                                             
|                                             
|                                             
|NET LOSS PER SHARE BEFORE
EXTRAORDINARY ITEM  |                         | $ | (9,369               | )      |                         | $ | (5,957        | )      |               | $ | (34,107 | )       |   | $ | (17,435 | )     
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|                                             
|                                             
|                                             
|                                             
|NET LOSS PER SHARE                            |                         | $ | (9,369               | )      |                         | $ | (814          | )      |               | $ | (26,377 | )       |   | $ | (12,292 | )     
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       
|WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING |                         |   | 1                    |        |                         |   | 1             |        |               |   | 1       |         |   |   | 1       |       
|                                              |                         |   |                      |        |                         |   |               |        |               |   |         |         |   |   |         |       

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

3



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##### Table of Contents



AMM HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(IN THOUSANDS AND UNAUDITED)




|                                   |                                                            |   |                      |       |                         |   |               |        |               |   |         |        |   |   |         |        |  
|---------------------------------- | ---------------------------------------------------------- | - | -------------------- | ----- | ----------------------- | - | ------------- | ------ | ------------- | - | ------- | ------ | - | - | ------- | ------ | -
|                                   |                                                            |   | THIRTEEN WEEKS ENDED |       | THIRTY-NINE WEEKS ENDED
|                                   |                                                            |   |                      |       |                        
|                                   |                                                            |   | SEPTEMBER 29,        |       | SEPTEMBER 30,           |   | SEPTEMBER 29, |        | SEPTEMBER 30,
|                                   |                                                            |   | 2001                 |       | 2000                    |   | 2001          |        | 2000         
|                                   |                                                            |   |                      |       |                         |   |               |        |              
|NET LOSS                           |                                                            | $ | (9,369               | )     |                         | $ | (814          | )      |               | $ | (26,377 | )      |   | $ | (12,292 | )     
|                                  
|                                  
|                                  
|                                  
|OTHER COMPREHENSIVE INCOME (LOSS): |                                                            |   |                      |       |                         |   |               |        |               |   |         |        |   |   |         |       
|                                  
|                                  
|                                  
|                                  
|                                   | Foreign currency translation adjustment                    |   |                      | 1,711 |                         |   |               | (2,641 | )             |   |         | (1,224 | ) |   |         | (5,322 | )
|                                  
|                                  
|                                  
|                                  
|                                   | Cumulative effect of accounting
change                     |   |                      |      |                         |   |               |       |               |   |         | (2,204 | ) |   |         |       |  
|                                  
|                                  
|                                  
|                                  
|                                   | Amortization of cumulative effect of
adopting SFAS No. 133 |   |                      | 108   |                         |   |               |       |               |   |         | 324    |   |   |         |       |  
|                                   |                                                            |   |                      |       |                         |   |               |        |               |   |         |        |   |   |         |       
|COMPREHENSIVE LOSS                 |                                                            | $ | (7,550               | )     |                         | $ | (3,455        | )      |               | $ | (29,481 | )      |   | $ | (17,614 | )     
|                                   |                                                            |   |                      |       |                         |   |               |        |               |   |         |        |   |   |         |       

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

4



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##### Table of Contents



AMM HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS AND UNAUDITED)




|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |               |   |        |        |  
|--------------------------------------- | ----------------------------------------------- | ---------------------------------- | -------------------------------------------------- | ----------------------------------------- | - | ------------------------ | ------ | ------------- | - | ------ | ------ | -
|                                        |                                                 |                                    |                                                    |                                           |   | THIRTY- NINE WEEKS ENDED
|                                        |                                                 |                                    |                                                    |                                           |   |                         
|                                        |                                                 |                                    |                                                    |                                           |   | SEPTEMBER 29,            |        | SEPTEMBER 30,
|                                        |                                                 |                                    |                                                    |                                           |   | 2001                     |        | 2000         
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|CASH FLOWS FROM OPERATING ACTIVITIES:   |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                       
|                                       
|                                       
|                                       
|                                        | Net loss                                        |                                    | $                                                  | (26,377                                   | ) |                          | $      | (12,292       | )
|                                       
|                                       
|                                       
|                                       
|                                        | Adjustments to reconcile net loss to net cash   |                                    |                                                    |                                           |   |                          |        |               |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Used in operating activities:                      |                                           |   |                          |        |               |   |        |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Depreciation and amortization                      |                                           |   | 12,756                   |        |               |   | 18,804 |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Amortization of impact of adoption of SFAS No. 133 |                                           |   | 324                      |        |               |   |       |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Change
in fair value of interest rate swap         |                                           |   | 2,059                    |        |               |   |       |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Extraordinary gain                                 |                                           |   | (7,730                   | )      |               |   | (5,143 | )     
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Loss (gain) on disposal of fixed assets            |                                           |   | (1,398                   | )      |               |   | 1,724  |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Accretion on Senior Discount Notes                 |                                           |   | 5,090                    |        |               |   | 4,464  |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Loss on restructure or closure of facilities       |                                           |   | 8,068                    |        |               |   | 1,100  |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Loss on asset impairment                           |                                           |   | 3,580                    |        |               |   |       |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    | Deferred income taxes                              |                                           |   | (2,732                   | )      |               |   | (2,447 | )     
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 | Changes in assets and liabilities: |                                                    |                                           |   |                          |        |               |   |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Accounts receivable                       |   |                          | 5,850  |               |   |        | (1,100 | )
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Inventories                               |   |                          | 4,396  |               |   |        | 4,490  |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Other current assets                      |   |                          | 40     |               |   |        | (814   | )
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Deposits on tooling                       |   |                          | (1,379 | )             |   |        | (3,410 | )
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Other assets                              |   |                          | (631   | )             |   |        | 237    |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Accounts payable                          |   |                          | 371    |               |   |        | 2,051  |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Accrued liabilities                       |   |                          | (4,912 | )             |   |        | (8,958 | )
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Deferred tooling revenue                  |   |                          | 1,395  |               |   |        | 1,133  |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                 |                                    |                                                    | Other liabilities                         |   |                          | (326   | )             |   |        | (229   | )
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                        |                                                 |                                    |                                                    | Total adjustments                         |   |                          | 24,821 |               |   |        | 11,902 |  
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                        |                                                 |                                    |                                                    | Net cash used in operating activities     |   |                          | (1,556 | )             |   |        | (390   | )
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|CASH FLOWS FROM INVESTING ACTIVITIES:   |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                       
|                                       
|                                       
|                                       
|                                        | Capital expenditures                            |                                    |                                                    | (3,270                                    | ) |                          |        | (6,627        | )
|                                       
|                                       
|                                       
|                                       
|                                        | Proceeds on disposal of fixed assets            |                                    |                                                    | 2,733                                     |   |                          |        | 571           |  
|                                       
|                                       
|                                       
|                                       
|                                        | Equity investment                               |                                    |                                                    | (355                                      | ) |                          |        |              |  
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                        |                                                 |                                    |                                                    | Net cash used in investing activities     |   |                          | (892   | )             |   |        | (6,056 | )
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|CASH FLOWS FROM FINANCING ACTIVITIES:   |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                       
|                                       
|                                       
|                                       
|                                        | Net proceeds from Revolving Loan facilities     |                                    |                                                    | 11,373                                    |   |                          |        | 853           |  
|                                       
|                                       
|                                       
|                                       
|                                        | Proceeds from issuance of long-term obligations |                                    |                                                    |                                          |   |                          |        | 52,767        |  
|                                       
|                                       
|                                       
|                                       
|                                        | Principal payments on long-term obligations     |                                    |                                                    | (8,377                                    | ) |                          |        | (45,520       | )
|                                       
|                                       
|                                       
|                                       
|                                        | Refinancing costs                               |                                    |                                                    |                                          |   |                          |        | (2,694        | )
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                        |                                                 |                                    |                                                    | Net cash provided by financing activities |   |                          | 2,996  |               |   |        | 5,406  |  
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|EFFECT OF EXCHANGE RATE CHANGES IN CASH |                                                 |                                    | 40                                                 |                                           |   |                          | (94    | )            
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|NET CHANGE IN CASH                      |                                                 |                                    | 588                                                |                                           |   |                          | (1,134 | )            
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|BALANCE AT BEGINNING OF PERIOD          |                                                 |                                    | 378                                                |                                           |   |                          | 1,350  |              
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|BALANCE AT END OF PERIOD                |                                                 | $                                  | 966                                                |                                           |   | $                        | 216    |              
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|SUPPLEMENTAL CASH FLOW INFORMATION:     |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                       
|                                       
|                                       
|                                       
|                                        | Cash paid for interest                          |                                    | $                                                  | 17,655                                    |   |                          | $      | 24,755        |  
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              
|                                        | Cash paid for income taxes                      |                                    | $                                                  | 250                                       |   |                          | $      |              |  
|                                        |                                                 |                                    |                                                    |                                           |   |                          |        |              

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

5



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##### Table of Contents



AMM HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS AND UNAUDITED)




1. ORGANIZATION

AMM Holdings, Inc ( AMM Holdings, a wholly-owned subsidiary of AMM
Holdings, LLC) was incorporated March 3, 1998, under the laws of the State of
Delaware. AMM Holdings owns all of the outstanding shares of Anchor Holdings,
Inc. (Holdings). Holdings owns all of the outstanding shares of Moll
Industries, Inc. (the Company, formerly known as Anchor Advanced Products,
Inc.) through which, including the Companys subsidiaries, it designs and
manufactures custom molded products and assembled plastic components for a
broad variety of customers throughout North America and Europe. AMM
Holdings and
Holdings have no operations or investments other than their investment in the
Company. The Companys products are sold to a wide range of markets, including
consumer products, communications/connectivity, household appliances,
automobile and medical devices. The Companys manufacturing facilities are
located primarily in the United States, France and the United Kingdom.

2. FINANCIAL CONDITION

The Companys Credit Facility contains certain financial and restrictive
covenants. The Company is dependent upon availability under the revolving loan
portion of the Credit Facility to meet working capital needs, debt service
obligations, capital expenditure needs and other cash flow requirements during
2001. Due to underperformance of the European divisions, the Company is not in
compliance with the financial covenants of the Credit Facility at September 29,
2001. Because of this noncompliance, the lenders have the ability to demand
payment of all outstanding amounts under the Credit Facility, which if done,
would have a material, adverse impact on the Companys consolidated financial
position, results of operations and cash flows as the Company does not have the
ability to fulfill such a demand. In addition, if the lenders declared the
Credit Facility to be in default, the Subordinated Notes contain cross-default
provisions under which the Company would be in default allowing an acceleration
of amounts due. Due to the ability of the lenders to demand payment,
all amounts outstanding under the Credit Facility and the
Subordinated Notes have been included in current portion of
long-term obligations in the accompanying Balance Sheet.

Management is currently negotiating to amend the
existing Credit Facility (including an increase in available
borrowing capacity) or obtain a new credit
agreement to replace the existing Credit Facility, as well as
investigating other sources of new liquidity. In the event management is not
successful, the Company would not have the
resources to meet its working capital, debt service and capital expenditure
requirements in the near future. Thus, the Companys ability to continue as a
going concern is dependent upon its ability to amend existing debt instruments
or obtain new liquidity sources which provide additional borrowing capacity.

3. BASIS OF PRESENTATION

All significant results of operations of companies acquired utilizing the
purchase method of accounting have been included in the consolidated financial
statements since the effective dates of the acquisition. The results of
operations sold have been included in the consolidated financial statements
through the date of the disposition. All significant intercompany balances have
been eliminated in consolidation.

The quarterly financial statements have been prepared, without audit, in
accordance with accounting principles generally accepted in the United States,
pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the quarterly consolidated financial
statements include all adjustments necessary for a fair presentation of the
financial position and results of operations for the interim periods presented,
such adjustments being of a normal, recurring nature. Certain information and
footnote disclosures have been condensed or omitted pursuant to such rules and
regulations. It is suggested that these quarterly consolidated financial
statements and notes thereto be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2000.
Results of operations in the interim periods are not necessarily indicative of
results to be expected for a full year.

Income (loss) per share is measured at two levels: basic earnings per
share and diluted earnings per share. Basic earnings per share is computed by
dividing net earnings by the weighted average number of common shares
outstanding during the year. Diluted earnings per share is computed by dividing
net income by the weighted average number of common shares outstanding after
considering the additional dilution related to other dilutive securities. AMM
Holdings has no other dilutive securities outstanding.

6



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##### Table of Contents



4. RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2001, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS)
No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS
No. 133, as amended, establishes accounting and reporting standards for
derivative instruments and hedging activities. SFAS No. 133 requires all
derivatives to be recognized separately in the statement of financial position
and to be measured at fair value. Under SFAS No. 133, the Companys interest
rate swap agreement is considered a derivative. The Company recorded a loss of
approximately $2,204 as of January 1, 2001 as a cumulative effect of accounting
change in the Consolidated Statement of Comprehensive Income (Loss) to record
the interest rate swap agreement at estimated fair value.

In the thirteen and thirty-nine weeks ended September 29, 2001, the
Company recognized expense of $1,571 and $2,059, respectively due to the change
in fair value of the interest rate swap agreement. These amounts have been
reflected as interest expense in the accompanying Consolidated Statements of
Operations. Additionally, the Company began amortizing the cumulative effect of
accounting change resulting in a $108 and $324 charge to interest expense in
the thirteen and thirty-nine weeks ended September 29, 2001, respectively. The
cumulative effect of accounting change will be amortized over the remaining 52
months of the interest rate swap agreement.

In June 2001, the Financial Accounting Standards Board (FASB) approved
the issuance of SFAS No. 141, Business Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets. These standards, issued in July 2001,
establish accounting and reporting for business combinations and intangible
assets. SFAS No. 141, which is effective immediately requires all business
combinations entered into subsequent to June 30, 2001 to be accounted for using
the purchase method of accounting. SFAS No. 142, which is effective beginning
on January 1, 2002, provides that goodwill and other intangible assets with
indefinite lives will not be amortized, but will be tested for impairment on an
annual basis.

As of the date of adoption, the Company expects to have unamortized
goodwill in the amount of $9,291 that will be subject to the transition
provisions of SFAS No. 142. Amortization expense related to goodwill was $136
and $530 for the thirteen and thirty-nine weeks ended September 29, 2001,
respectively. Because of the extensive effort needed to comply with adopting
SFAS No. 142, it is not practicable to reasonably estimate the impact of
adoption on the Companys financial statements at the date of this report,
including whether any transitional impairment losses will be required to be
recognized as the cumulative effect of a change in accounting principle.

In October, 2001, the
FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. This statement replaces SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of for recognition and measurement of the impairment of
long-lived assets to be held and used and for measurement of long-lived assets
to be disposed of by sale. This statement requires that those long-lived
assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued operations.
SFAS No. 144 also supersedes Accounting Principles Board
(APB) Opinion No. 30, Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. The Company will be required to adopt this statement no later than January 1,
2002 and the impact of adoption on the Companys results of operations,
financial position and cash flows has not been assessed.

5. INVESTMENTS

During the second quarter of 2001, the Company paid $355 for a 33%
ownership interest in Brassmolde, a leading Brazilian plastics molder. This
joint venture, Brasmolde-Moll Placticos S.A. is headquartered in Sao Paulo and
will serve firms in the technology sector, particularly those in the
communications and connectivity industries.

6. DISPOSITIONS, CLOSURES AND CONSOLIDATIONS

The Company has been formed by a number of acquisitions. The operating
results of the Company have been less than expected since the acquisitions. As
a result, management has and continues to evaluate all of its operations and
several facilities have been consolidated or sold. Additional closures or
dispositions are likely as management continues its ongoing evaluations.

COSMETICS DIVISION

Effective November 14, 2000, the Company sold its Cosmetics division.
Assets sold in the transaction included the relationships with
LOreal/Maybelline and Mary Kay, the production facility in Matamoros, Mexico
and the working capital associated with the division. The division had sales of
$10,018 and $33,284 and operating profit of $1,298 and $5,277, in the thirteen
and thirty-nine weeks ended September 30, 2000, respectively.

7



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##### Table of Contents



COMPRESSIONORANGE COUNTY

Effective December 31, 2000, the Company sold the Orange County, CA
location of Compression. The division had sales of $570 and $2,339 and
operating loss of $18 and $473, in the thirteen and thirty-nine weeks ended
September 30, 2000, respectively.

DISPLAY DIVISION

On October 26, 2000, the Company reached an agreement with Maybelline to
cancel immediately the contract for the production of point-of-purchase display
units for Maybelline. The division was closed effective October 28, 2000. The
division had sales of $6,365 and $14,128 and operating profit of $671 and $460,
in the thirteen and thirty-nine weeks ended September 30, 2000, respectively.

CRISSEY FACILITY

During the first quarter of 2001, the Company finalized its plan to
consolidate the Crissey, France facility into the Rouvray, France facility. In
the first quarter, the Company recognized a loss of $671 in 2001 related
primarily to severance costs in association with this consolidation. This loss
was decreased to $467 in the third quarter based on actual closure expenses
incurred.

MORRISTOWN, TN FACILITY

During the second quarter of 2001, the Company formalized a plan to
consolidate the operations of its Morristown, TN facility into other existing
facilities. A loss of $5,219 was recognized in the second quarter related
primarily to severance costs and the write-down of property, plant and
equipment assets to estimated net realizable value in association with this
consolidation. An additional loss of $739 was recognized in the third quarter
related to costs incurred to move continuing business to other locations.

ROCHESTER, NY FACILITY

During the second quarter of 2001, the Company formalized a plan to
consolidate the operations of its Rochester, NY facility into other existing
facilities. A loss of $2,379 was recognized in the second quarter related
primarily to severance costs and the write-down of property, plant and
equipment assets to estimated net realizable value in association with this
consolidation. An additional loss of $341 was recognized in the third quarter
related to costs incurred to move continuing business to other locations.

7. ASSET IMPAIRMENT

When factors are present which indicate the cost of long-lived assets may
not be recovered, the Company evaluates the realizability of such assets, based
upon the estimated undiscounted future cash flows of the asset, in accordance
with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. During the second quarter of 2001, due
to the lack of anticipated improvements in the small appliance business
combined with a decrease in the profits of the automotive business, management
determined, based on an analysis of the estimated undiscounted future cash
flows of the division, that the goodwill associated with the French
division was
impaired. As a result, the goodwill balance was written off through a charge
of $3,580 which is included in the accompanying Consolidated Statements of
Operations. Management is of the opinion that its remaining goodwill is
realizable; however, it continues to monitor such realizability in light of the
declining performance of the Company, particularly in the communications market
and the United Kingdom economy as a whole. Goodwill associated with these
specific operations total $5,700 and $2,500, respectively.

8



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##### Table of Contents



8. LONG TERM OBLIGATIONS

In January 2001, the Company purchased on the open market $13,505 of its
10.5% Subordinated Notes (Subordinated Notes) for $5,061, resulting in a net
gain of $7,730. The gain has been included as an Extraordinary Item in the
accompanying Consolidated Statements of Operations.

The Company is currently tendering for up to $66,500 of its Subordinated
Notes at 20% of face value. Any gain associated with this potential repurchase
of debt will be recognized in the period of purchase. There are no assurances
any repurchases will be completed. Among other things, completion is
contingent on an amendment of the existing facility or refinancing of the Credit Facility as discussed in Note 2.

9. LITIGATION

The entity that acquired the Companys Germany operations in 1999 filed a
lawsuit in 2001 against the Company for loss of profits due to the bankruptcy
of the Germany operation. The plaintiff is seeking damages in the amount of
approximately $3,800. Management believes the suit is without merit and plans
to defend it vigorously; however, the ultimate resolution of this matter is
currently unknown.

9



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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




This Report may contain certain forward-looking statements concerning the
Companys operations, economic performance and financial condition. All such
statements are based upon a number of assumptions and estimates that are
inherently subject to significant uncertainties and contingencies, many of
which are beyond the control of the Company, and reflect future business
decisions that are subject to change. Some of these assumptions inevitably will
not materialize, and unanticipated events will occur that will affect the
Companys results.

OVERVIEW

AMM Holdings is a holding company and does not have any material
operations or assets other than its ownership of all the capital stock of
Anchor Holdings, Inc., which does not have any material operations or assets
other than the ownership of all the capital stock of the Company. Unless
otherwise noted, references herein to the Company also apply to AMM Holdings.

The Company is a leading full service manufacturer and designer of custom
molded and assembled plastic components for a broad variety of customers and
end markets throughout North America and Europe. The Company serves over 350
customers, including leading multi-national companies such as Asyst, Invensys,
Kimberly-Clark, Motorola, Renault, Schering-Plough, SEB, Whirlpool and Xerox.
Products using the Companys components are sold in a wide range of
end-markets, including consumer products, communications/connectivity items,
household appliances, automobiles and medical devices.

The Company has been formed by a number of acquisitions that have been
integrated through consolidation of manufacturing facilities, logistical
optimization and reduction of overhead. In July 1991, certain entities
controlled by Mr. Votis and his partners were merged to form Moll
PlastiCrafters Limited Partnership (Moll). Since 1991, Moll has grown through
several strategic acquisitions in North America and Europe. In December 1992,
Moll acquired Textek Plastics, Inc., based in San Antonio and Round Rock,
Texas. In July 1993, Moll acquired Advanced Custom Molders, based in Georgetown
and El Paso, Texas. In October 1994, Moll acquired Quality Plastics Company,
based in Newberg, Oregon.

In August 1997, Moll acquired the Hanning group of companies, a supplier
of injection molded plastic components for use in digital photocopiers, with
manufacturing facilities located in the United States, the United Kingdom and
Germany. In January 1998, Moll acquired Somomeca Industries; a major French
supplier of injection molded plastic components and plastic injection molds. In
March 1998, Mr. Votis acquired Anchor Advanced Products, Inc. (Anchor) from
affiliates of the Thomas H. Lee Company.

In June 1998, the Company was formed through the merger (the Merger) of
two leading plastic injection molders, Moll and Anchor, which were each
controlled by Mr. Votis. Prior to the Merger, Moll and Anchor were
independently operated entities.

Immediately after the Merger, the Company acquired Gemini Plastic, a
specialty medical and telecommunications product plastic molding company with
one plant in Florida. In April 1999, the Company acquired three locations of
Compression, Inc., which designs products for the industrial and consumer
products markets. In May 1999, the Company acquired Souplex, Limited, a
telecommunications and consumer products plastic molding and tool building
company with three locations in the United Kingdom. In May, 2001, the Company
entered into a joint venture with Brasmolde called Brasmolde-Moll Plasticos
S.A. headquartered in Sao Paulo, Brazil to further serve the communications and
connectivity market.

The Companys operating results have been lower than expected since the
Merger. As a result, management has and continues to evaluate all of it
operations. These evaluations have to date resulted in the decisions to 1) sell
its metal fabrication business in March 1999 to a supplier, 2) sell a
non-essential tool building facility in March 1999, 3) close its Round Rock, TX
molding facility, 4) sell its Paderborn, Germany facility, which had incurred
significant losses due to declines in volume, in December 1999, 5) sell its
Chalon, France tool building operation in June 2000, 6) discontinue its Display
division in November 2000, 7) sell its Cosmetics division to a strategic buyer
in November 2000, 8) sell the California location of Compression in December
2000, 9) consolidate the Crissey, France facility into the Rouvray, France
facility in May 2001, 10) consolidate the Rochester, NY facility into several
U.S. facilities in September, 2001, and 11) consolidate the Morristown, TN
facility into several U.S. facilities in November, 2001.

10



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##### Table of Contents



During 2000 and through the third quarter of 2001, the French division
performed at a lower than expected level. The disappointing results were
primarily attributable to 1) the start-up of a new facility associated with a
significant expansion of the Companys contract with SEB and the move of the
previously existing business with SEB to the new facility, 2) product pricing
issues associated with the SEB contract, 3) a decline in tool building activity
and associated margins, 4) an increase in resin prices that could not be passed
on to the automotive market and 5) decreased demand in the automotive industry.
The Company is currently re-negotiating its contract with SEB in order to
improve future performance. Additionally, the Company is pursuing
opportunities to possibly sell its French tool building operations. During the
second quarter of 2001, due to the lack of anticipated improvements in the
small appliance business combined with a decrease in the profits of the
automotive business, management has determined, based on an analysis of the
estimated undiscounted future cash flows of the division, that the goodwill
associated with the French division is impaired. As such, the remaining
goodwill at June 30, 2001 was eliminated through a charge of $3,580.

Management continues to evaluate its other divisions as to their future
strategic fit within the organization and their projected results of
operations. Additional locations/divisions will most likely be sold or closed
as management continues the evaluation. Concurrently, subject to the
availability of financing, expansion could occur in other divisions as the
Company continues its growth with strategic customers. In addition, management
continues to evaluate the realizability of the remaining goodwill balances in
connection with its 2002 budget process. Management is of the opinion that its
remaining goodwill is realizable; however, it continues to monitor such
realizability in light of the declining performance of the Company,
particularly in the communications market and the United Kingdom economy as a
whole. Goodwill associated with these specific operations total $5,700 and
$2,500, respectively.

During 2000, management initiated a program to reduce AMM Holdings
leverage. AMM Holdings debt was reduced from $304.4 million at September 30,
2000 to $ 238.9 million at September 29, 2001.

Certain of the Companys operating data for the thirteen and thirty-nine weeks
ended September 29, 2001 and September 30, 2000 are set forth below as
percentages of net sales.

|                                           |  |                      |       |                         |  |               |       |               |  |  |       |    |  |  |       |   
|------------------------------------------ |  | -------------------- | ----- | ----------------------- |  | ------------- | ----- | ------------- |  |  | ----- | -- |  |  | ----- | --
|                                           |  | THIRTEEN WEEKS ENDED |       | THIRTY-NINE WEEKS ENDED
|                                           |  |                      |       |                        
|                                           |  | September 29,        |       | September 30,           |  | September 29, |       | September 30,
|                                           |  | 2001                 |       | 2000                    |  | 2001          |       | 2000         
|                                           |  |                      |       |                         |  |               |       |              
|Net sales                                  |  |                      | 100.0 | %                       |  |               | 100.0 | %             |  |  | 100.0 | %  |  |  | 100.0 | % 
|                                          
|                                          
|                                          
|                                          
|Gross profit                               |  |                      | 5.5   | %                       |  |               | 12.4  | %             |  |  | 8.2   | %  |  |  | 12.7  | % 
|                                          
|                                          
|                                          
|                                          
|Selling, general and administrative        |  |                      | 9.7   | %                       |  |               | 10.0  | %             |  |  | 9.6   | %  |  |  | 9.2   | % 
|                                          
|                                          
|                                          
|                                          
|Loss on asset impairment                   |  |                      | 0.0   | %                       |  |               | 0.0   | %             |  |  | 1.9   | %  |  |  | 0.0   | % 
|                                          
|                                          
|                                          
|                                          
|Loss on restructure or closure of facility |  |                      | 1.5   | %                       |  |               | 1.0   | %             |  |  | 4.8   | %  |  |  | 0.6   | % 
|                                          
|                                          
|                                          
|                                          
|Operating income (loss)                    |  |                      | (5.7  | )%                      |  |               | 1.4   | %             |  |  | (8.1  | )% |  |  | 2.9   | % 
|                                          
|                                          
|                                          
|                                          
|Interest expense, net                      |  |                      | 15.1  | %                       |  |               | 10.8  | %             |  |  | 12.7  | %  |  |  | 10.5  | % 
|                                          
|                                          
|                                          
|                                          
|Provision (benefit) for income taxes       |  |                      | (2.4  | )%                      |  |               | (2.3  | )%            |  |  | (1.4  | )% |  |  | (1.0  | )%
|                                          
|                                          
|                                          
|                                          
|Extraordinary item                         |  |                      | 0.0   | %                       |  |               | 6.1   | %             |  |  | (4.1  | )% |  |  | 2.0   |   
|                                          
|                                          
|                                          
|                                          
|Net income (loss)                          |  |                      | (15.6 | )%                      |  |               | (0.1  | )%            |  |  | (13.8 | )% |  |  | (4.7  | )%

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THIRTEEN WEEKS ENDED SEPTEMBER 29, 2001 VERSUS SEPTEMBER 30, 2000

NET SALES. Net sales decreased by $24.1 million, or 28.6%, to $60.1
million for 2001 from $84.2 million for 2000, due in part to the disposition of
the Cosmetics and Compression-California divisions and the closure of the
Display division. On a pro forma basis, sales decreased $7.1 million. In
addition to these closures/dispositions, sales decreased $3.7 million in the
Brush division due to the conclusion of the Colgate contract and phasing out of
the Proctor & Gamble business. Sales decreased $0.7 million in the Medical
division due primarily to a $0.3 million decrease in sales to Abbott and a $0.2
million decrease in sales to Coeur Labs due to the customers moving production
in-house. Sales in the Communications/Connectivity division declined by $3.7
million due to decreased demand by Motorola, due to reduced demand and movement
of production to the Far East. Sales in the US tooling operations declined
$1.2 million. Sales in France decreased by $2.8 million due to a decline in
sales to Renault of $0.9 million as Renault reduced inventory in association
with a model change, the loss of a customer, Valeo, which had sales of $1.0
million in the third quarter of 2000 and the continued decline in the tooling
business. Additionally, French sales in US$ were $0.2 million lower in 2001
than 2000 due to the strengthening of the US$ against foreign currencies. These
decreases were offset by an increase in the Communications/Connectivity
division due to a $2.0 million increase in sales to Asyst, an increase in sales
of $2.1 million in the Appliance division due to increased demand from
Whirlpool and Kimberly Clark and increased sales of $1.7 million in the
Rochester, NY division in anticipation of the transition of customers to other
Company-owned facilities.

GROSS PROFIT. Gross profit decreased by $7.1 million, or 68.3%, to $3.3
million for 2001 from $10.4 million for 2000, in part due to the disposition
and closure activity noted above. On a pro forma basis, gross profit decreased
$4.6 million. Decreases in gross profit occurred in the Brush division ($1.5
million), the Medical division ($0.2 million), the Communications/Connectivity
division ($1.2 million) and in France ($2.4 million) due to the decline in
sales discussed above. These decreases were offset in part by an increase in
gross profit in the Appliance division due to increased demand by Whirlpool and
Kimberly Clark and in the Communications/Connectivity division due to increased
sales to Asyst.

SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses decreased $2.5 million,
or 29.8% to $5.9 million for 2001 from $8.4 million for 2000 due to the
disposition and closure activity discussed above. On a pro forma basis, SG&A
expenses decreased $2.1 million due to reductions made in overhead costs.

LOSS ON RESTRUCTURE OR CLOSURE OF FACILITY. The Company recognized a loss
of $.7 million and $.4 million, respectively related to the transfer of the
Morristown, TN and Rochester, NY customers to other U.S. facilities. These
losses are in addition to the estimated losses of $5.2 million and $2.4
million, respectively, which were recognized in the second quarter. In
addition, the Company reduced the loss on the on the consolidation of the
Crissey, France facility into the Rouvray, France facility by $.2 as the
consolidation was completed at a lower than expected expense. The loss in 2000
relates to additional losses on the sale of its Chalon France tooling facility.
This loss was in addition to the estimated loss of $1.1 million recognized in
the second quarter.

OPERATING INCOME (LOSS). Operating income decreased by $4.6 million to a
loss of $3.4 million for 2001 from income of $1.2 million for 2000 for the
reasons listed above. On a pro forma basis, operating income decreased $2.7
million.

NET INTEREST EXPENSE. Net interest expense remained level, totaling $9.1
million for both periods. Included in interest expense is expense of $1.6
million related to recording the change in the estimated fair value of the
Companys interest rate swap. This expense must be recorded pursuant to SFAS
No. 133; however, it will not have a negative cash impact on the Company,
unless management cancels the agreement prior to maturity. Additionally, the
Company experienced a decrease in interest expense due to the reduction in debt
as a result of managements plan to reduce leverage.

INCOME TAX BENEFIT. Income tax benefit decreased by $0.5 million to $1.4
million for 2001 from $1.9 million for 2000 and is due to losses in the France
division.

EXTRAORDINARY ITEM. The Company recognized a gain of $5.1 million in 2000
in connection with the retirement of $50 million of its Senior Notes. The gain
consists of a 15% discount paid on retirement of the debt less fees incurred in
the refinancing and the write-off of deferred debt costs.

NET INCOME (LOSS). Net income decreased to a loss of $9.4 million in 2001
from a loss of $0.8 million for 2000 as a result of the above factors.

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THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001 VERSUS SEPTEMBER 30, 2000

NET SALES. Net sales decreased by $73.4 million, or 27.8%, to $190.6
million for 2001 from $264.0 million for 2000, due in part to the disposition
of the Cosmetics and Compression-California divisions and the closure of the
Display division. On a pro forma basis, sales decreased $23.4 million. Sales
decreased $11.0 million in the Brush division due to the conclusion of the
Colgate contract and phasing out of the Proctor and Gamble business. Sales
decreased $6.2 million in the Medical division due primarily to a $3.6 million
decrease in sales to Abbott, a $0.5 million decrease in sales to Terumo, a $0.2
million decrease in sales to Coeur Labs due to these customers moving
production in-house and a $0.9 million decrease in sales to Fullerton due to
the end of a significant contract. Sales in France decreased by $10.7 million
due to a decline in sales to Renault of $3.9 million as Renault reduced
inventory in association with a model change, the loss of a customer, Valeo,
which had sales of $2.7 million during the first thirty-nine weeks of 2000 and
the continued decline in the tooling business. Additionally, French sales in
US$ were $2.7 million lower in 2001 than 2000 due to the strengthening of the
US$ against foreign currencies. These decreases were offset by an increase in
the Communications/Connectivity division due to a $4.0 million increase in
sales to Asyst and an increase in sales in the Appliance division due to
increased demand from Whirlpool.

GROSS PROFIT. Gross profit decreased by $17.9 million, or 53.4%, to $15.6
million for 2001 from $33.5 million for 2000, in part due to the disposition
and closure activity noted above. On a pro forma basis, gross profit decreased
$10.8 million. Decreases in gross profit occurred in the Brush division ($3.0
million), the Medical division ($1.4 million), the Communications/Connectivity
division ($0.8) and in France ($5.3 million) due to the decline in sales
discussed above. Additionally, decreases occurred in France due to the start-up
of the VilleFranche facility ($0.5 million) and in the United Kingdom due to
the start-up of the Dyson project ($0.5 million). These decreases were offset
in part by an increase in gross profit in the Appliance division due to
increased demand by Whirlpool and in the Communications/Connectivity division
due to increased sales to Asyst.

SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses decreased $5.8 million,
or 24.0% to $18.4 million for 2001 from $24.2 million for 2000 due to the
disposition and closure activity discussed above. On a pro forma basis, SG&A
expenses decreased $4.0 million due to reductions made in overhead costs.

LOSS ON ASSET IMPAIRMENT. Loss on asset impairment consists of the write
off of the goodwill balance associated with the French division of $3.6 million
in the second quarter of 2001.

LOSS ON RESTRUCTURE OR CLOSURE OF FACILITY. Loss on restructure or closure
of facility in 2001 consists of the estimated loss to be realized on the
consolidation of the Crissey, France facility into the Rouvray, France facility
and the consolidation of the Morristown, TN and Rochester, NY facilities into
other U.S. facilities. The loss in 2000 related to a gain on the leasing of the
Compression-CA facility more quickly than was anticipated when the reserve for
the lease was established in 1999, offset by the loss on the sale of the Chalon
Sur Saone Cedex France tooling facility.

OPERATING INCOME (LOSS). Operating income (loss) declined by $23.1
million to a loss of $15.4 million for 2001 from income of $7.7 million for
2000 for the reasons listed above. On a pro forma basis, operating income
decreased $6.1 million.

NET INTEREST EXPENSE. Net interest expense decreased by $3.5 million, or
12.6% to $24.2 million for 2001 from $27.7 million for 2000. Included in
interest expense is a charge of $2.1 million related to recording the
estimated fair value of the Companys interest rate swap. This expense must be
recorded pursuant to SFAS No. 133; however, it will not have a negative cash
impact on the Company unless it cancels the agreement prior to maturity. This
increase was offset by a decrease in interest expense due to the reduction in
debt as a result of managements plan to reduce leverage.

INCOME TAX BENEFIT. Income tax benefit was consistent at $2.7 million for
2001 and 2000 and is due to losses in the France division in 2001.

EXTRAORDINARY ITEM. Extraordinary income of $7.7 million consists of the
gain realized on the purchase of $13.5 million of the Subordinated Notes in the
first quarter of 2001. Extraordinary income of $5.1 million in 2000 consists
of the gain realized on the purchase of $50 million of the Senior Notes in the
third quarter of 2000.

NET LOSS. Net loss increased to $26.4 million from a loss of $12.3 million
for 2000 as a result of the above factors

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LIQUIDITY AND CAPITAL RESOURCES

AMM Holdings incurred net losses of $17.3 million, $37.7 million and $11.9
million for the years ended December 31, 1998, 1999 and 2000, respectively, and
has a stockholders deficit of $138.8 million at September 29, 2001.
Additionally, AMM Holdings has negative net working capital of $221.4 million
at September 29, 2001, including $210.0 million of long term debt reclassified
due to the Companys noncompliance with its covenants and $19.8 million under
the Revolving Loan which is classified as current as it includes certain
clauses and lock-box requirements that cause amounts outstanding under the
Revolving Loan to be classified as short-term debt for financial reporting
purposes even though the contractual due date of the payments would indicate
the amounts are due subsequent to September 30, 2002.

The Companys Credit Facility contains certain financial and restrictive
covenants. The Company is dependent upon availability under the revolving loan
portion of the Credit Facility to meet working capital needs, debt service
obligations, capital expenditure needs and other cash flow requirements during
2001. Due to underperformance of the European divisions, the Company is not in
compliance with the financial covenants at the Credit Facility at September 29,
2001. Because of this noncompliance, the lenders have the ability to demand
payment of all outstanding amounts under the Credit Facility, which if done,
would have a material, adverse impact on the Companys consolidated financial
position, results of operations and cash flows as the Company does not have the
ability to fulfill such a demand. In addition, if the lenders declared the
Credit Facility to be in default, the Subordinated Notes contain cross-default
provisions under which the Company would be in default allowing an acceleration
of amounts due. Due to the ability of the lenders to demand payment,
all amounts outstanding under the Credit Facility and the
Subordinated Notes have been included in current portion of
long-term obligations in the accompanying Balance Sheet.

Management is currently negotiating to amend the
existing Credit Facility (including an increase in available
borrowing capacity) or obtain a new credit
agreement to replace the existing Credit Facility, as well as
investigating other sources of new liquidity. In the event management is not
successful, the Company would not have the
resources to meet its working capital, debt service and capital expenditure
requirements in the near future. Thus, the Companys ability to continue as a
going concern is dependent upon its ability to amend existing debt instruments
or obtain new debt instruments which provide additional borrowing capacity.

The Companys liquidity requirements consist primarily of working capital
needs, capital expenditures, required payments of principal and interest on
borrowings under the Credit Facility, required payments of principal and
interest on the European debt, required payments of interest on the Senior
Notes and Subordinated Notes and principal at maturity.

The Companys Credit Facility consists of a Term Note (with an outstanding
balance of $20.7 million at September 29, 2001) and a $45 million Revolving
Loan (with an outstanding balance of $19.8 million as of September 29, 2001).
In January 2001, the Company utilized $5.0 million of the availability under
its revolving loan to retire $13.5 million of its Subordinated Notes. At
November 14, 2001, availability under the Revolving Loan was $1.0 million.

The Company is required under the Credit Facility to enter into certain
interest rate protection agreements designed to fix interest rates on variable
rate debt and reduce exposure to fluctuations in interest rates. On August 7,
2000, the Company entered into a $50 million interest rate swap for a term of
six years, cancelable after four years at the option of the counterparty, under
which the Company will pay to the counterparty a fixed rate of 7.08%, and the
counterparty will pay to the Company a variable rate equal to LIBOR. The
transaction involved an exchange of fixed rate payments for variable rate
payments and does not involve the exchange of the underlying nominal value.

For the remainder of 2001, the Company has principal payments of $2.0
million due and interest payments are expected to total approximately $2.0
million; however, an additional interest payment of $6.1 million is due on
January 2, 2002. The Company expects capital expenditures to approximate $0.5
million for the remainder of 2001. The capital expenditures are associated with
expansion of capacity to meet the needs of certain key customers along with
normal replacement of existing equipment. The capital expenditures are expected
to be financed with cash from operations, supplemented with leasing
arrangements and the Revolving Loan.

The Companys cash used in operations increased by $1.2 million to $1.6
million for the first thirty-nine weeks of 2001 from $0.4 million for the first
thirty-nine weeks of 2000, primarily due to increased losses and a decrease in
accrued liabilities, offset by decreases in accounts receivable and inventory.
Financing activities required the use of $5.0 million associated with
retirement of $13.5 million of the Subordinated Notes. With respect to
investing activities, the Company spent $3.2 million to make purchases of
property, plant and equipment. Additionally, the Company invested $0.4 million
in a joint venture, Brasmolde-Plasticos S.A. in Sao Paulo, Brazil which will
serve customers in the technology sector, particularly those in the
communications and connectivity industries.

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INFLATION AND CHANGING PRICES

The Companys sales and costs are subject to inflation and price
fluctuations. However, because changes in the cost of plastic resins, the
Companys principal raw material, are generally passed through to customers,
such changes historically have not, and in the future are not expected to have
a material effect on Molls consolidated financial results; however, such
changes could have an impact on an individual divisions results if it cannot
pass such changes on to its customers. The only division subject to pricing
risk is France as the French automotive industry generally does not accept such
increases.

RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2001, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS)
No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS
No. 133, as amended, establishes accounting and reporting standards for
derivative instruments and hedging activities. SFAS No. 133, requires all
derivatives to be recognized separately in the statement of financial position
and to be measured at fair value. Under SFAS No. 133, the Companys interest
rate swap agreement is considered a derivative. The Company recorded a loss of
approximately $2.2 million as of January 1, 2001 as a cumulative effect of
accounting change in the Consolidated Statement of Comprehensive Loss to record
the interest rate swap agreement at estimated fair value.

In the thirteen and thirty-nine weeks ended September 29, 2001, the
Company recognized a loss of $1.6 million and $2.1 million, respectively due
to the change in fair value of the interest rate swap agreement. These amounts
have been reflected as interest expense in the accompanying Consolidated
Statements of Operations. Additionally, the Company began amortizing the
cumulative effect of accounting change resulting in a $0.1 million and $0.3
million charge to interest expense in the thirteen and thirty-nine weeks ended
September 29, 2001, respectively. The cumulative effect of accounting change
will be amortized over the remaining 52 months of the interest rate swap
agreement.

In June 2001, the Financial Accounting Standards Board (FASB) approved
the issuance of SFAS No. 141, Business Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets. These standards, issued in July 2001,
establish accounting and reporting for business combinations and intangible
assets. SFAS No. 141, which is effective immediately requires all business
combinations entered into subsequent to June 30, 2001 to be accounted for using
the purchase method of accounting. SFAS No. 142, which is effective beginning
on January 1, 2002, provides that goodwill and other intangible assets with
indefinite lives will not be amortized, but will be tested for impairment on an
annual basis.

As of the date of adoption, the Company expects to have unamortized
goodwill in the amount of $9.3 million that will be subject to the transition
provisions of SFAS No. 142. Amortization expense related to goodwill was $0.1
million and $0.5 million for the thirteen and thirty-nine weeks ended September
29, 2001, respectively. Because of the extensive effort needed to comply with
adopting SFAS No. 142, it is not practicable to reasonably estimate the
impact of adoption on the Companys financial statements at the date of this
report, including whether any transitional impairment losses will be required
to be recognized as the cumulative effect of a change in accounting principle.

In October, 2001, the FASB issues SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. This statement replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of for recognition and measurement of the impairment of
long-lived assets to be held and used and for measurement of long-lived assets
to be disposed of by sale. This statement requires that those long-lived
assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued
operations. SFAS No. 144 also supersedes Accounting Principles Board
(APB) Opinion No. 30, Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions.
The Company will be required to adopt this statement no later than January 1,
2002 and the impact of adoption on the Companys results of operations,
financial position and cash flows has not been assessed.

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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.




Market risk represents the risk of loss that may impact the consolidated
financial statements of the Company due to adverse changes in financial market
prices and rates. The Companys market risk exposure is primarily a result of
fluctuations in interest rates and foreign exchange rates. The Company has
entered into an agreement to fix the interest rate on $50 million related to
its Credit Facility. It has not entered into any derivative-hedging
transactions to manage its foreign currency risks.

The Company derived approximately 36% of its 2001 net sales to date from
its operations in Europe. The Company prices its products and incurs operating
expenses in Europe in the currency of the country in which the product is
manufactured and sold and, in the United States, in United States dollars. To
the extent that costs and prices are in the currency of the country in which
the products are manufactured and sold, the costs and prices of such products
in dollars will vary as the value of the dollar fluctuates against such
currencies. There can be no assurance that there will not be increases in the
value of the dollar against such currencies that will reduce the dollar return
to the Company on the sale of its products in such countries.

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##### Table of Contents



PART II. OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K




(a)  Exhibits.

None.

(b)  Reports on Form 8-K.

Form 8-K dated September 19, 2001 concerning the Companys tender offer.

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SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 19, 2001

| |  |                                          
| |  | -----------------------------------------
| |  | AMM HOLDINGS, INC                        
|
|
|
| |  | By: /s/ William W. Teeple                
| |  |                                          
| |  | William W. Teeple
Chief Financial Officer

18