ANACOMP INC - 10-Q Quarterly Report

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

FORM 10-Q

(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
DECEMBER 31, 2003.

or

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

Commission File Number: 1-8328

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

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

15378 Avenue of Science, San Diego, California 92128-3407
(858) 716-3400
(Address, including zip code, and telephone number, including area code, of
principal executive offices)

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

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

As of January 31, 2004, the number of outstanding shares of the
registrant's Class A common Stock, $.01 par value per share, was 4,039,900 and
the number of outstanding shares of the registrant's Class B common Stock, $0.01
par value per share, was 4,034.

ANACOMP, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ANACOMP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

See the Notes to the Condensed Consolidated Financial Statements

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

See the Notes to the Condensed Consolidated Financial Statements

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

See the Notes to the Condensed Consolidated Financial Statements

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

Note 1. Basis of Presentation

The accompanying consolidated financial statements include the accounts of
Anacomp and our wholly owned subsidiaries.

All significant intercompany accounts and transactions have been eliminated in
consolidation. The financial statements, except for the balance sheet as of
September 30, 2003, have not been audited, but in the opinion of management
include all adjustments (consisting of normal recurring adjustments and an
adjustment to our estimated environmental liability) necessary for a fair
presentation of our financial position, results of operations and cash flows for
all periods presented. These financial statements should be read in conjunction
with the financial statements and notes thereto for the year ended September 30,
2003, included in our fiscal 2003 Annual Report on Form 10-K. Interim operating
results are not necessarily indicative of operating results for the full year or
for any other period.

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

We account for our employee stock option plans in accordance with APB Opinion
No. 25, under which compensation expense is recognized only to the extent the
exercise price of the option is less than the fair market value of a share of
stock at the date of grant (the intrinsic value method). Accordingly, we have
adopted the disclosure only requirements of Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" and SFAS
No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure."
Had employee compensation costs for these plans been determined based on their
fair value on their grant date in accordance with SFAS No. 123, our net results
would have been as follows (in thousands, except per-share amounts):

For the three months ended December 31:

Note 2. Company Reorganization

On October 19, 2001, we filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code, together with a prepackaged plan of
reorganization, with the U.S. Bankruptcy Court for the Southern District of
California. The U.S. Bankruptcy Court confirmed the plan on December 10, 2001,
and we emerged from bankruptcy effective December 31, 2001. The Court issued its
final decree on September 27, 2002 closing the Chapter 11 case. There are no
remaining claims or unrecorded obligations related to the bankruptcy
proceedings.

Note 3. Fresh Start Reporting

Our enterprise value after reorganization at December 31, 2001 was determined
based on the consideration of many factors and resulted in a reorganization
value (over the fair value of identifiable net assets) of $73.3 million, as
adjusted, and is reported as "Reorganization value in excess of identifiable net
assets". Although the asset will not be subject to future amortization (in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets"), it will be subject to, at a minimum,
annual impairment testing.

In developing the assumptions underlying the enterprise valuation, management
considered historical results as well as its best estimates of expected future
market conditions based on information available as of December 31, 2001. Actual
future events and results could differ substantially from management's
estimates, assumptions and projections. Unfavorable changes compared to our
projections used for Fresh Start Reporting purposes could result in future
impairments of our reorganization asset and identifiable intangible assets.

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

Note 4. Senior Secured Revolving Credit Facility

Effective November 24, 2003, we entered into a new revolving credit agreement
with Fleet National Bank ("Agent") and Union Bank of California. The new credit
facility is for a maximum commitment of $22.5 million with a term of two years
from November 24, 2003. The agreement provides for a standby letter of credit
sublimit of up to $10.0 million. Availability is limited to the lesser of (a)
the maximum commitment of $22.5 million or (b) the borrowing base plus an
over-advance facility for acquisitions.

The new facility bears interest at a base rate equal to the higher of a) the
annual rate of interest announced from time to time by Fleet National Bank as
its best rate, or b) one-half of one percent above the Federal Funds Effective
Rate, for the portion of the facility equal to the borrowing base. The borrowing
base equals 80% of eligible accounts, which include U.S. and Canadian accounts
receivable. Eligible accounts of our U.K. based customers may be added at a
later time after certain conditions are met.

For borrowings greater than the borrowing base the rate of interest under the
new agreement is one and one-half percent higher than the base rate. Interest is
due and payable monthly in arrears. Borrowings greater than the borrowing base
are in the form of an over-advance of up to a maximum of $5.0 million at any
time to be available exclusively for funding the cash portion of the purchase
price of permitted acquisitions; but in no event shall exceed $10.0 million in a
four-quarter period. The principal amount of any over-advance shall amortize 1/8
per quarter with the remaining balance due and payable in full at the final
maturity date.

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

- additional debt;
- permitted acquisitions; and
- liens and dividends.

The new credit facility also is subject to minimum operating cash flow, a
leverage ratio covenant, minimum earnings before taxes, minimum liquidity and
limits on annual capital expenditures. In addition, we are required to remit to
the Bank Group the net proceeds of any significant capital asset sale. The banks
must approve any buyback or open market purchases of our common stock.

Note 5. Sale of Switzerland and Other Operations

We completed a sale of our Switzerland operations and subsidiaries on October
18, 2002. The acquiring company assumed operational responsibility effective
October 1, 2002.

Under the terms of the sale agreement, we sold all of the outstanding shares of
our two Swiss subsidiaries, Cominformatic AG and Anacomp Technical Services AG,
to edotech Ltd. (a UK company) at a sales price of CHF 26.7 million (Swiss
francs).

All proceeds have been received from the sale except for CHF 1.8 million, which
is due on or before April 18, 2004 upon expiration of certain indemnification
claim periods. Effectively all of the net proceeds (i.e. sales price less sale
costs) received have been used to reduce the balance outstanding under the terms
of our 2002 Amended and Restated Revolving Credit Agreement.

We recorded a gain on the sale of the Swiss operations that is shown separately
as "Gain on sale of discontinued operations" in the Condensed Consolidated
Statement of Operations for the three months ended December 31, 2002.

Note 6. Income Taxes

Our provision for income taxes consists of the following:

Due to our reorganization, we had Cancellation of Debt ("COD") income of $265.4
million. As a result, we were required to reduce, for federal income tax
purposes, certain tax attributes, including net operating loss carryforwards and
property basis by the amount of the COD. These adjustments were determined at
the end of our fiscal year ending September 30, 2002. A deferred tax liability
has been recorded for COD, book intangible assets and certain temporary
differences. A deferred tax asset has been recorded for tax goodwill in excess
of book reorganization asset, certain temporary differences, net operating
losses and other tax basis carryforwards. We have recorded a valuation allowance
in the amount of $39.8 million in order to fully offset the net deferred tax
asset. At December 31, 2003, our most significant deferred tax assets and
liabilities relate to temporary differences for the tax basis of intangible
assets. These timing differences were realized, offset and reversed with no
impact on the net value of the deferred tax asset at December 31, 2003.

Valuation allowances are established to reduce deferred tax assets to the amount
expected to be realized in future years. Management periodically reviews the
need for valuation allowances based upon our results of operations and when
management determines that it is more likely than not that the utilization of
these assets will not occur before they expire.

Note 7. Restructuring Activities

Anacomp continues to experience revenue declines in Computer Output to
Microfiche (COM) other output services, COM maintenance, and equipment/supplies
product lines. Due to this ongoing trend, we made adjustments in fiscal 2003 to
align our cost structure and infrastructure through the consolidation and
downsizing of facilities and adjustments to our workforce. We recorded
restructuring charges totaling $2.9 million in the third and fourth quarters of
fiscal year 2003. Adjustments to our workforce (affecting approximately 178
employees) totaled $2.5 million, and all affected employees were notified and
have left the Company. The remaining accrued but unpaid liability of $0.7
million, as of December 31, 2003, is expected to be paid by March 31, 2004 for
all but one employee, whose payments will continue through July of 2004. Also
included in the $2.9 million charge is $0.4 million of facility closure costs,
including incremental travel and relocation costs incurred as a result of our
consolidation efforts. At December 31, 2003 $0.2 million of this amount remains
unpaid, and we expect that payments (non-cancelable facility lease payments)
will continue through December of 2007.

In fiscal year 2002, we recorded a restructuring charge of $2.1 million related
to the reorganization of our operations from two business units to one. We
reorganized our workforce by combining the field organizations of Document
Solutions and Technical Services into one organization, establishing an
executive level position to oversee all sales and marketing activities and
implementing a single support group for our data centers, docHarbor Web
Presentment operations, field services operations and process quality. The
restructuring charges included $1.6 million in employee severance and
termination-related costs for approximately 100 employees, all of whom have left
the company. The restructuring charges also included approximately $0.4 million
for the closure of a data center. No material costs remained unpaid for this
restructuring activity at September 30, 2003, and it is therefore excluded from
the rollforward table presented below.

In the second and third quarters of fiscal year 2000, we effected a
reorganization of our workforce in the United States and Europe along our lines
of business, reorganized parts of our corporate staff and phased out our
manufacturing operations. We recorded restructuring charges of $14.6 million
related to these actions. Employee severance and termination-related costs were
for approximately 300 employees, all of whom have left the Company. Other fees
relate to professional fees associated with negotiations to terminate facility
leases and other costs associated with implementation of our new business unit
structure and the reorganization of our business units into separate entities.
No material costs remained unpaid for this restructuring activity at September
30, 2003, and it is therefore excluded from the rollforward table presented
below.

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

The following table presents the activity and balances of the fiscal year 2003
restructuring reserves from September 30, 2003 to December 31, 2003 (in
thousands):

Note 8. Inventories

Inventories consist of the following:

Note 9. Defined Benefit Plan

We have retirement plans in place for our United Kingdom and German subsidiaries
that qualify as defined benefit plans. The plans provide benefits based
primarily on years of service and employee compensation levels. Funding policy
for the plans is to contribute amounts sufficient to meet minimum funding
requirements as set forth in employee benefit and tax laws plus additional
amounts as we may determine to be appropriate.

Plan assets are held in trust and consist primarily of equity securities. In
addition, we have assets with a fair value of $4.8 million and $3.8 million as
of December 31, 2003 and 2002, respectively, held specifically to meet pension
obligations in Germany, and these assets do not qualify as pension assets under
U.S. GAAP definitions.

As of December 31, 2003, the unfunded accumulated benefit obligation for both
plans was $14.5 million. The recent under funding of pension plans is primarily
due to decreases in actual investment returns, a decrease in the assumed
discount rates, and an increase in life expectancy. The Company evaluates its
actuarial assumptions on an annual basis. These assumptions are revised based on
an evaluation of long-term trends and market conditions in each country that may
have an impact on the cost of providing retirement benefits.

Components of the net periodic benefit cost were as follows:

Total employer contributions paid during the three months ended December 31,
2003 were $162 thousand. Additional employer contributions of approximately $1.0
million are expected to be paid during the remainder of fiscal year 2004.

Note 10. Foreign Currency Contracts

On October 15, 2002, we entered into a Swiss Franc (CHF) forward contract to
protect the value of the expected cash receipts from the sale of our Switzerland
operations. The contract protects Anacomp against an exchange rate above 1.5425.
The forward contract was written in the amount of CHF 1.8 million and expires on
April 15, 2004. We receive full exchange benefits for a lower rate on 50% of the
contract and the remaining 50% will be converted at 1.5425. The minimum U.S.
dollar proceeds received would be $1.0 million if the buyer releases all funds
(this includes the estimated $0.2 million effect of a reduction in proceeds due
to results of a Swiss operations tax audit).

The Other Expense category of our Condensed Consolidated Statement of Operations
for the three months ended December 31, 2003 includes the recognition of $42
thousand of exchange gain from currency fluctuations related to the Swiss
receivable, the forward contract and sale costs.

Note 11. Comprehensive income

Comprehensive income consists of the following components:

Note 12. Income or Loss Per Share

Basic income or loss per share is computed based upon the weighted average
number of shares of Anacomp's common stock outstanding during the period. For
the three months ended December 31, 2003, potentially dilutive securities
included 783,077 outstanding warrants to purchase Class B Common Stock, which
were issued as part of the reorganization. These warrants were excluded from

diluted income per share as they were anti-dilutive using the treasury stock
method.

Note 13. Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 132R, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." This statement
revises statement 132 in order to improve financial statement disclosures for
defined benefit plans. The standard requires disclosure of more details about
plan assets, obligations, cash flows, benefit costs, and other relevant
information. Disclosures in interim financial statements are also expanded to
require information about various elements of pension and other postretirement
benefit costs. This statement is effective for financial statements with fiscal
years ending after December 15, 2003, and the interim provisions are required
for periods beginning after December 15, 2003. We do not anticipate the adoption
of this statement will have a material impact on our results of operations or
financial condition.

In July 2003, the Emerging Issues Task Force ("EITF") finalized a consensus on
Issue No. 03-5, "Applicability of AICPA Statement of Position 97-2, Software
Revenue Recognition, to Non-Software Deliverables in an Arrangement Containing
More-Than-Incidental Software", effective for arrangements entered into in the
first reporting period (annual or interim) beginning after August 13, 2003. This
issue considers whether the provisions of SOP 97-2, particularly the Vendor
Specific Objective Evidence ("VSOE") requirements, apply to all deliverables in
an arrangement containing more-than-incidental software or only to the software
elements of the arrangement. The EITF concluded that in an arrangement that
includes software that is more than incidental to the products or services as a
whole, software as well as software-related elements (these elements include
non-software deliverables for which software deliverables are essential to their
functionality) are included within the scope of SOP 97-2. The adoption of this
consensus has not had a material effect on our results of operations or
financial position.

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

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

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

- general economic and business conditions;
- industry trends and growth rates;
- competition;
- future technology;
- raw materials costs and availability;
- currency fluctuations;
- the loss of any significant customers or suppliers;
- changes in business strategy or development plans;
- successful development of new products and services;
- anticipated financial performance and contributions of our products
and services;
- availability, terms and deployment of capital;
- availability of qualified personnel;
- changes in, or the failure or inability to comply with, government
regulations; and
- other factors referenced in this report and in other public filings
including our Form 10-K for the year ended September 30, 2003.

Overview and Recent Events

Anacomp is a global provider of information outsourcing services, maintenance
support, and imaging and print solutions. Anacomp was incorporated in Indiana in
1968 and has active international subsidiaries in Austria, Belgium, Canada,
France, Germany, Italy, the Netherlands, Scandinavia and the United Kingdom.

The majority of our business relates to managing customer documents, supporting
the devices these documents are captured, printed or stored on, and providing

supplies and service for the same. We attempt to service our existing and future
customers by "bundling" an expanded list of services (e.g. Web viewing, CD
Services, printing, scanning and long-term archival storage).

We are also one of the world's leading independent, vendor neutral providers of
Multi-Vendor Services (MVS), where we act as a third party maintainer, providing
support services such as on-site maintenance, call center/help desk service
and/or depot repair services, as well as laser printer maintenance and
associated hardware. We offer expert installation, maintenance and repair
services for a broad array of third party equipment, such as mass storage
devices and high-speed output systems. In addition, we provide systems and
related supplies and services to much of the installed base of COM imaging
systems worldwide through a combination of direct sales, telemarketing and
distributors. Anacomp was once the primary manufacturer for most of the base of
this installed COM equipment and today we provide "as new" systems to our
customers in North America, Japan and Europe. We also refurbish high-speed laser
printers and provide maintenance support for a number of these devices, as well
as selling associated supplies.

We continually monitor our legacy business volumes and intend to reduce the cost
of infrastructure when and where appropriate. We are developing plans to
determine the location and number of data centers and personnel required to
support our existing and future legacy business. We plan on leveraging our
current data transmission capabilities to optimize the cost of delivering these
services, which will enable us to terminate leases in many of our operating
facilities. We expect the final plan to reflect the operation of a limited
number of data centers and that the total number of employees will be reduced.
These data centers will be located in the areas where we believe our future
prospects are strongest and will enable us to service customers from other
markets through these Mega-centers. Maintaining better span and control of our
resources, while aligning our sales resources around these centers is expected
to help us drive additional opportunities for growth while reducing our
operating costs.

On November 24, 2003, we signed a new credit agreement with Fleet National Bank
("Agent") and Union Bank of California. The new facility is for a maximum
commitment of $22.5 million with a term of two years from November 24, 2003. The
agreement provides for a standby letter of credit sublimit of up to $10.0
million. Borrowing availability is limited to the lesser of (a) the maximum
commitment of $22.5 million or (b) the borrowing base plus an over-advance
facility for acquisitions. We paid $1.1 million on our credit facility during
the first quarter of fiscal 2004, bringing the balance down to $4.8 million at
December 31, 2003.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and our results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to bad debts, inventories, intangible assets, income taxes,
restructuring and contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. A summary of our
significant accounting policies can be found in our 2003 Annual Report on Form
10-K.

Results of Operations

General. We reported a net loss of $124 thousand for the three months ended
December 31, 2003 versus $8.1 million in net income for the three months ended
December 31, 2002. The prior year net income includes an $8.4 million gain on
the sale of our Swiss subsidiaries. Excluding this gain, we would have reported
a net loss of $272 thousand for the three months ended December 31, 2002. Both
MVS and Web Presentment revenues grew more than 10% over the prior year period
revenue. COM based revenues continued to decline in the three months ended
December 31, 2003, in line with historical trends. Due to the general weakening
of the U.S. dollar, our total net revenues for the first quarter of fiscal year
2004 were favorably impacted by foreign exchange as compared with the first
quarter of fiscal year 2003. The impact of the foreign exchange benefit in the
current period was approximately 4% of total net revenues as compared with the
first quarter of last year.

We define our product lines as follows:

MVS - Multi-Vendor Services where Anacomp acts as a third party maintainer,
providing support services such as on-site maintenance, call center/help desk or
depot repair, laser printer maintenance and associated hardware sales.

docHarbor Web Presentment - Transmitted ingestion, storage, delivery and
internet browser-based access to documents. Also includes license sales and
maintenance for the docHarbor software that is our Web platform in the US.

CD/Digital - CD based document management services, scanning and digital
software sales.

COM/ Other Output Services - Our Computer Output to Microfilm and laser printer
document management services.

COM Professional Services - Our maintenance services for Computer Output to
Microfilm and other micrographic products.

Equipment/Supplies - Computer Output to Microfilm original and duplicate film,

chemistry and hardware sales.

MVS revenues increased $0.9 million, or 11%, over the prior year three month
period. This reflects the continued increase in new OEM agreements and the
resulting continued growth in our Multi-Vendor Services offerings. We have
experienced several years of continuous growth in MVS revenues, and we expect
continued growth in this area as we expand our service offerings to include call
center/help desk and depot repair capabilities. The relative makeup of total
professional services revenues (consisting of MVS and COM professional services)
continues to migrate from COM to MVS. In the three months ended December 31,
2003, MVS represented 66% of total professional services, compared to 59% in the
prior year three month period.

docHarbor Web Presentment revenues increased $1 million, or 21%, over the prior
year three month period ended December 31, 2002. This reflects the addition of
new customers and additional revenue from established customers as they have
increased the number of their applications utilizing our Web services. A large
Web Presentment customer (representing 23% of docHarbor Web Presentment revenue
in the first quarter of fiscal year 2004) has indicated that they may not renew
their Web Presentment services agreement when it expires in September 2004.
Anacomp is seeking to mitigate the potential loss of revenue by proposing new or
alternative services to the customer. We expect continued revenue growth in this
product line resulting from increased customer awareness and recognition,
increased acceptance of outsourcing non-core business processes and tighter
regulations around financial reporting and record keeping. Over the long term,
we believe that pricing for this product may become more aggressive in the
future, and we must remain competitive with alternative in-house solutions.

CD/Digital revenue declined $1.2 million, or 16%, from the prior year three
month period. The decline is due primarily to the availability of alternative
Web-based or in-house solutions that have become more affordable and practical.

COM/Other Output Services revenue declined $4.1 million, or 21%, from the prior
year three month period. This decline reflects the decreased volumes processed
in our data centers and continues the trend experienced in prior years. This
decline is also due primarily to the availability of alternative technologies.
We expect that COM revenues will continue to decline in future periods.

COM Professional Services revenues declined $0.9 million, or 15%, from the prior
year three month period. This decline reflects the continued decrease in the
number of COM units in operation. We expect that the number of COM units in use
worldwide will continue to decline as organizations choose to outsource these
document management functions to service centers, such as those operated by us,
or elect to utilize other options such as CD or on-line solutions.

Equipment and supplies revenue declined $1.3 million, or 16%, from the prior
year three month period. This decrease was largely the result of the decline in
demand for and use of COM systems.

Gross Margins. Our gross margin, $15.1 million for the three months ended
December 31, 2003 and $17.4 million for the three months ended December 31,
2002, represented 32% and 33% of revenue, respectively.

Engineering, Research and Development. Engineering, research and
development expenditures, $1.4 million for the three month period ended December
31, 2003, decreased $0.4 million, or 22%, from the prior year period, and
remained consistent at 3% of total revenues in both periods. The decrease in
this spending was mainly the result of restructuring related actions taken in
the third and fourth quarters of fiscal year 2003. These expenses will not
necessarily have a direct or immediate correlation to revenues. We continue to
build and support our outsource service solutions base and corresponding
internet and digital technologies. Most of these expenditures were in support of
the docHarbor Web Presentment and CD/Digital services and, to a lesser extent,
COM products.

Selling, General and Administrative. SG&A expenses decreased from $14
million for the three months ended December 31, 2002 to $13.1 million for the
three months ended December 31, 2003, due primarily to benefits realized from
our recent restructuring activities.

Reversal of Enviornmental Liability. Based upon updated environmental
analysis and continued favorable site contamination test results, we recorded a

reduction to our EPA liability of $0.5 million in the quarter ended December 31,
2003.

Amortization of Intangible Assets. Amortization of intangible assets was
the same at $0.5 million for the three months ended December 31, 2002 and
December 31, 2003. The expense in each period reflects amortization of
identifiable intangible assets valued as part of Fresh Start Reporting.

Interest Expense and Fee Amortization. Interest expense decreased to $0.1
million for the three months ended December 31, 2003 from $0.8 million for the
three months ended December 31, 2002. The decrease reflects the lower balance
outstanding on the senior secured revolving credit facility in the current year
period.

Other. The expense in both periods is related primarily to currency
exchange gains and losses.

Provision for Income Taxes. The provision for income taxes of $0.4 million
and $0.6 million for the three months ended December 31, 2003 and 2002,
respectively, related primarily to earnings of foreign subsidiaries.

Liquidity and Capital Resources

Our legacy business (COM) has declined in recent years and is forecasted to
continue to decline as new technologies become available and are accepted in the
marketplace. Our ability to generate sufficient cash to fund operations and to
meet future bank requirements is dependent on successful and simultaneous
management of the decline in COM as well as the expansion of alternative service
offerings. Other factors, such as an uncertain economy, levels of competition in
the document management industry, and technological uncertainties will impact
our ability to generate cash and maintain liquidity. We believe the actions
taken over the past two years, including new and enhanced product and service
offerings, Company downsizing, cost control measures and the debt restructuring
from our bankruptcy will allow us to maintain sufficient cash flows from
operations to meet our operating, capital and debt requirements in the normal
course of business for at least the next twelve months.

In the three months ended December 31, 2003, we generated cash from operations
of $0.6 million, compared to $0.7 million in the same period of the prior fiscal
year. Net cash from operations in the first quarter of fiscal 2004 primarily
reflects our operating income plus non-cash charges for depreciation,
amortization, and compensation in the form of stock grants for our outside
directors, offset by an overall decrease in liabilities.

Net cash used in investing activities was $1.5 million in the current fiscal
year, compared to cash provided by investing activities of $0.9 million in the
comparable prior year period. Expenditures in both years were primarily for
purchases of equipment. In the first quarter of fiscal 2004, we invested
approximately $0.7 million in our call center and central services
infrastructure. Additionally, in the prior year we received $1.7 million in cash
proceeds from the sale of our Switzerland operations and subsidiaries.

Net cash used in financing activities was $1.1 million during the current three
month period, compared to $5.8 million used in financing activities in the prior
year period. In both periods, cash was used to pay down the revolving credit
facility.

At December 31, 2003, the outstanding revolving credit borrowings were $4.8
million (plus outstanding standby letters of credit of $5.4 million).

Effective November 24, 2003, we entered into a new revolving credit agreement
with Fleet National Bank ("Agent") and Union Bank of California. The new credit
facility is for a maximum commitment of $22.5 million with a term of two years
from November 24, 2003. The agreement provides for a standby letter of credit
sublimit of up to $10.0 million. Borrowing availability is limited to the lesser
of (a) the maximum commitment of $22.5 million or (b) the borrowing base plus an
over-advance facility for acquisitions.

The new facility bears interest at a base rate equal to the higher of a) the
annual rate of interest announced from time to time by Fleet National Bank as
its best rate, or b) one-half of one percent above the Federal Funds Effective
Rate, for the portion of the facility equal to the borrowing base. The borrowing
base equals 80% of eligible accounts, which include U.S. and Canadian accounts
receivable. Eligible accounts of our U.K. based customers may be added at a
later time after certain conditions are met.

For borrowings greater than the borrowing base the rate of interest under the
new agreement is one and one-half percent higher than the base rate. Interest is
due and payable monthly in arrears. Borrowings greater than the borrowing base
are in the form of an over-advance of up to a maximum of $5 million at any time
to be available exclusively for funding the cash portion of the purchase price
of permitted acquisitions; but in no event shall exceed $10 million in a
four-quarter period. The principal amount of any over-advance shall amortize 1/8
per quarter with the remaining balance due and payable in full at the final
maturity date.

The borrowing base for the new credit agreement was $11 million as of December
31, 2003, with borrowing base availability of $0.8 million.

The potential magnitude of restructuring charges in upcoming quarters may
require an amendment to the covenants of our revolving credit agreement. We are
in discussion with our bank group on this issue and, as in the past, we are
realistically optimistic that we will reach a successful resolution of this

issue.

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

- additional debt;
- permitted acquisitions; and
- liens and dividends.

The new credit facility also is subject to minimum operating cash flow, a
leverage ratio covenant, minimum earnings before taxes, minimum liquidity and
limits on annual capital expenditures. In addition, we are required to remit to
the Bank Group the net proceeds of any significant capital asset sale. The banks
must approve any buyback of our common stock.

As of February 13, 2003, the outstanding revolving credit borrowings were $3.9
million.

During the past year, our significant paydown of the outstanding balance on our
revolving credit facility through both scheduled reductions and from proceeds
received on the sale of our Switzerland subsidiaries, as well as the
reclassification of our credit facility from current to long-term has
substantially improved our working capital position. Working capital has grown
from $1.7 million at December 31, 2002 to $16.2 million at December 31, 2003.

Our cash balance totaled $17.2 million at December 31, 2003 compared to $18.4
million at September 30, 2003. Approximately 57% of the December 31, 2003 cash
balance is located at our foreign subsidiaries compared to approximately 65% at
September 30, 2003.

Off-balance Sheet Arrangements, Contractual Obligations, and Commercial
Commitments

We provide indemnification of varying scope and size to certain customers
against claims of intellectual property infringement made by third parties
arising from the use of our products and services. We evaluate estimated losses
for such indemnifications under SFAS 5, Accounting for Contingencies, as
interpreted by FIN 45. We consider such factors as the degree of probability of
an unfavorable outcome and the ability to make a reasonable estimate of the
amount of loss. To date, aside from a patent infringement case settled in fiscal
year 2001, we have not encountered material costs as a result of such
obligations and have not accrued any liabilities related to such
indemnifications in our financial statements.

In the normal course of business, we occasionally enter into arrangements with
customers, suppliers or other parties that may result in material obligations or
commitments from a cash flow standpoint. The following table shows our material
contractual obligations and commercial commitments at December 31, 2003:

(1) This is reflected as a long-term liability in our December 31, 2003
balance sheet.

(2) This is included with other accrued liabilities in our December 31,
2003 balance sheet.

RISK FACTORS

You should carefully consider the following risk factors and all of the other
information included in this Form 10-Q in evaluating our business and our
prospects. Investing in our Class A or Class B Common Stock (collectively,
"Common Stock") involves a high degree of risk. Additional risks and
uncertainties may also materially adversely affect our business and financial
condition in the future. Any of the following risks could materially adversely
affect our business, operating results or financial condition and could result
in a complete loss of your investment.

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

The document management industry is rapidly changing. The recent trend of
technological advances and attendant price declines in digital systems and
products is expected to continue. As a result, in certain instances, potential
micrographics customers have deferred, and may continue to defer, investments in
micrographics systems (including our XFP2000 COM system) and the utilization of
micrographics service centers while evaluating the abilities of other
technologies. In addition, the continuing development of local area computer
networks and similar systems based on digital technologies has resulted and will
continue to result in many of our customers changing their use of micrographics
from document storage, distribution and access to primarily archival use. We
believe that this is at least part of the reason for the declines in recent
years in both sales and prices of our duplicate film, readers and
reader/printers. Our service centers also are producing fewer duplicate
microfiche per original for customers, reflecting the shift towards using
micrographics primarily for long term archival storage. Revenues for our
micrographics services and products, including COM service revenues, COM system
revenues, maintenance service revenues and micrographics supplies revenues, have
been adversely affected for each of the past five fiscal years and will likely
in the future be substantially adversely affected by, among other things, the
increasing use of digital technology. COM revenues from services, system and
supplies sales declined 23% in 2003 from fiscal year 2002 revenues. Overall, COM
revenues represented 60% of our revenues for the twelve-month period ended
September 30, 2003, 66% of our fiscal year 2002 revenues, 71% of 2001 revenues,
77% of 2000 revenues, 83% of 1999 revenues, and 91% of 1998 revenues.
Additionally, the rapidly changing document management industry has resulted in
price competition in certain of our businesses, particularly COM services. We
have been and we expect to continue to be impacted adversely by the decline in
the demand for COM services, the declining market for COM systems and the
attendant reduction in supplies revenues. We expect that our revenues for
maintenance of COM systems will continue to decline as a result of decreasing
use and fewer sales of COM systems. Additionally, the growth of alternate
technologies has created consolidation in the micrographics segment of the
document management industry. To the extent consolidation in the micrographics
segment has the effect of causing major providers of micrographics services and
products to cease providing such services and products, the negative trends in
the segment, such as competition from alternate technologies described above,
may accelerate. If we do not adapt to the rapid changes in the document
management industry, our business will suffer and your investment will be
adversely affected.

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

Our accumulated deficit through December 31, 2001 was eliminated as a result of
Fresh Start Reporting. However, we have not recorded sustained profitable
operating results for quite some time. To achieve sustained future profitability
we will need to generate and sustain planned revenues and maintain reasonable
cost and expense levels. We do not know when or if we will become profitable on
a sustained basis. If we fail to achieve consistent profitability and generate
sufficient cash flows, we will face liquidity and bank covenant issues and our
credit facility could become immediately due and payable on demand. Even though
we generated operating income from continuing operations before taxes in the
years ended September 30, 2003 and 2002, we may not be able to sustain or
increase profitability on a quarterly or an annual basis. Any failure on our
part to achieve or sustain profitability could cause our stock price to decline.

The development of alternative technologies in the document management industry
is decreasing the need for our CD Services.

The document management industry is continuing to change. The technological
advances and price declines in digital systems and products are expected to
continue. As a result, some of our CD services customers are choosing in-house
digital solutions and products or other service providers instead of our CD
service offerings. We believe that this is part of the reason for the recent
declines in our CD service revenues. Revenues from our CD services declined 6%
in 2002 and 20% in 2003 compared to the prior year. Revenues for CD services
have been adversely affected for the last two years and will likely in the
future be substantially adversely affected by, among other things, the
increasing use of other digital technologies. Additionally, the rapidly changing
document management industry has resulted in price competition in the CD service
business. We expect that our revenues for CD services will continue to decline
because of the availability of other technologies and the effect of price
competition. If we do not adapt to the rapid changes in the document management
industry, our business will suffer and your investment will be adversely
affected.

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

The decline in the demand for COM services, systems and maintenance and the
attendant reduction in supplies revenues have adversely affected our business.
Over the past several years, COM revenues from services, system and supplies
sales have been steadily decreasing as a percentage of our revenues and declined
23% in 2003 from fiscal year 2002 revenues. We expect that our revenues for
maintenance of COM systems will continue to decline as a result of decreasing
use and fewer sales of COM systems. We have taken steps (such as facilities
consolidation and personnel reductions) to reduce our cost structure and offset
the decrease in COM revenues. We intend to take additional measures as necessary
to continue to reduce our cost structure. If these measures are unsuccessful, we
will not realize profits from our COM business and your investment may be

adversely affected.

A significant portion of our docHarbor Web Presentment product line revenue is
derived from a limited number of customers. This will continue until we can
diversify our customer base to reduce our reliance on these largest customers.

Our docHarbor Web Presentment product line has grown by 20% or more each year
for the last four years. In general these limited number of customers have
increased their usage of docHarbor Web Presentment services. The loss, however,
of any individual customer could cause the rate of growth of docHarbor Web
Presentment revenue to decrease significantly from historical trends and could
cause a decline in revenues from this product line.

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

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

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

Revenues from operations outside the United States accounted for 31% of our
total revenue for the fiscal year ended September 30, 2003 and 28% of our total
revenue in fiscal year 2002. Our success continues to depend upon our
international operations, and we expect that a significant portion of our total
future revenues will be generated from international sales. Our international
business involves a number of risks, including:

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

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

On October 19, 2001 we filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code and a prepackaged plan of reorganization.
The Bankruptcy Court confirmed the plan of reorganization on December 10, 2001
and we emerged from our bankruptcy proceedings effective December 31, 2001.
However, our completion of bankruptcy proceedings does not assure our continued
success. For example, the bankruptcy proceedings described above are our second
bankruptcy: we previously filed a plan of reorganization in January 1996 and
emerged from those proceedings in June 1996. If our financial performance does
not exceed our recent historical results, the price of our Common Stock could
decline and your investment could be materially adversely affected. Our current
credit facility includes covenant restrictions concerning minimum operating cash
flow, a leverage ratio, earnings before taxes, liquidity, and capital
expenditures.

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

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

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

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

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

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

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

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

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

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

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

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

Disclosure of trade secrets could aid our competitors.

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

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

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

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

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

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

Supplies and system sales represented approximately 15% of our total revenue,
for fiscal year 2003. The primary products in the supplies business are silver
halide original COM film and non-silver duplicating microfilm. We obtain all of
our silver halide products through an exclusive multi-year supply agreement with
a single provider and our duplicate film products from one other provider. Any
disruption in the supply relationship between Anacomp and such suppliers could
result in delays or reductions in product shipment or increases in product costs
that adversely affect our operating results in any given period. In the event of
any such disruption, we cannot assure you that we could develop alternative
sources of raw materials and supplies at acceptable prices and within reasonable
times. Additionally, as the demand for COM services declines, the demand for COM
supplies falls as well. If the decline in COM supplies is greater than planned,
our profitability and liquidity would decline as well.

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

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

Our net deferred tax asset may have no future value should we experience an
Ownership Change as defined by the Internal Revenue Code.

We maintain a deferred tax asset for tax goodwill in excess of book
reorganization asset, certain temporary differences, net operating losses and
other tax basis carryforwards. We have also established a valuation allowance in
order to fully offset this net deferred tax asset. We have been advised that in
the event of an Ownership Change (as defined by the Internal Revenue Code in
section 382), our net deferred tax asset may have limited value and may be
unavailable for us to utilize for our benefit in future periods.

Any of these factors could significantly harm our future international sales
and, consequently, our revenues and results of operations and business and
financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Revenues generated outside of the United States, as a percentage of total
revenues, were 33% and 30% for the three-month periods ended December 31, 2003
and 2002, respectively. Fluctuations in foreign exchange rates could impact
operating results through translation of our subsidiaries' financial statements.
Recent global economic events have caused exchange rates in general to rise over
the past several months, making foreign currencies more valuable in terms of the
U.S. dollar. For example, the Euro has risen over 8% during the three months

ended December 31, 2003. Exchange rate changes of this magnitude can have a
material affect on our financial statement results, particularly with regard to
the accumulated other comprehensive income or loss account in the equity section
of the balance sheet.

Our revolving credit facility bears interest at variable rates and is therefore
affected by the general level of U.S. interest rates. We had $4.8 million
outstanding under our facility on December 31, 2003. If interest rates were to
increase 2%, annual interest expense would increase approximately $96 thousand
based on the $4.8 million outstanding balance.

Foreign Exchange Options

On October 15, 2002, we entered into a Swiss Franc (CHF) forward contract to
protect the value of the expected cash receipts from the sale of our Switzerland
operations. The contract protects Anacomp against an exchange rate above 1.5425.

The forward contract was written in the amount of CHF 1.8 million and expires on
April 15, 2004. We receive full exchange benefits for a lower rate on 50% of the
contract and the remaining 50% will be converted at 1.5425. The minimum U.S.
dollar proceeds received would be $1.0 million if the buyer releases all funds
(this includes the estimated $0.2 million effect of a reduction in proceeds due
to results of a Swiss operations tax audit).

The Other Expense category of our Condensed Consolidated Statement of Operations
for the three months ended December 31, 2003 includes the recognition of $42
thousand of exchange gain from currency fluctuations related to the Swiss
receivable, the forward contract and sale costs.

We are exposed to various foreign currency exchange rate risks that arise in the
normal course of business. Our functional currency is the U.S. dollar. We have
international operations resulting in receipts and payments in currencies that
differ from the functional currency of Anacomp. In connection with the sale of
our Switzerland subsidiaries, we entered into forward contracts to hedge the
related receivables. All forward contracts entered into were for the sole
purpose of hedging existing currency exposure, not for speculation or trading
purposes. Currently, we are using a forward contract only to hedge balance sheet
exposure. The contract is in Swiss Francs, and has a maturity of April 15, 2004.
When hedging balance sheet exposure, all gains and losses on forward contracts
are recognized as other income and expense in the same period as the gains and
losses on remeasurement of the foreign currency denominated assets. We entered
into this foreign exchange forward contract within a few days of the sale, and
therefore the difference between the change in the fair value of the asset and
the change in value in the contract that must be recognized in the financial
statements is immaterial.

Item 4. Controls and Procedures

(a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Based on this evaluation, our principal
executive officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this quarterly report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

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

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

(1) On October 23, 2003, we filed a Form 8-K to provide a copy of slides
used by the Company in making an investor presentation.

(2) On October 23, 2003, we filed a Form 8-K with respect to a press
release dated October 22, 2003 regarding Anacomp's slate of nominees
for election to its Board of Directors.

(3) On November 25, 2003, we filed a Form 8-K with respect to a press
release dated November 25, 2003 regarding our new Senior Secured
Revolving Credit Facility.

SIGNATURES

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

ANACOMP, INC.

/s/ Linster W. Fox
----------------------
Linster W. Fox
Executive Vice President and
Chief Financial Officer

Date: February 13, 2004

INDEX TO EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-Q or
incorporated herein by reference to the listed document previously filed with
the Securities and Exchange Commission (the "SEC"). Previously unfiled documents
are noted with an asterisk (*):

2. Plan of Reorganization dated August 29, 2001.(1)

3.1 Amended and Restated Articles of Incorporation of the Company as of
December 31, 2001.(2)

3.2 Amended and Restated Bylaws of the Company as of April 25, 2002.(3)

3.2.1 Amended and Restated Bylaws of the Company as of January 13, 2004.*

4.1 Shareholders Rights Plan.(4)

4.2 Amendment to the Shareholders Rights Plan dated December 17, 2002. (5)

4.3 Warrant Agreement by and between the Company and Mellon Investor
Services LLC dated December 31, 2001.(2)

31 Rule 13a-14 Certifications

32 Section 1350 Certifications

- ----------
(1) Incorporated by reference to the Company's Form 8-K filed on September 20,
2001 and October 29, 2001.
(2) Incorporated by reference to the exhibits to the registration statement of
Form 8-A filed by the Company on January 9, 2002.
(3) Incorporated by reference to the Company's Form 10-Q/A for the quarterly
period ended June 30, 2002.
(4) Incorporated by reference to an exhibit to the Company's Form 8-K filed on
September 21, 2002.
(5) Incorporated by reference to an exhibit to the Company's Form 10-K for the
year ended September 30, 2002.