<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
AMENDMENT NO. 1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 1994
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.
Indiana 35-1144230
11550 North Meridian Street
Post Office Box 40888
Indianapolis, Indiana 46240
Registrant's Telephone Number is (317) 844-9666
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 and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
------- -------
The number of shares outstanding of the Common Stock of the registrant on March
31, 1994, the close of the period covered by this report, was 43,044,554.
<PAGE> 2
ANACOMP, INC. AND SUBSIDIARIES
Index
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Page No.
---------
<S> <C> <C>
Item 1. Financial Statements:
Consolidated Balance Sheets
March 31, 1994 and September 30, 1993 .................. 2
Consolidated Statements of Operations
Six Months Ended March 31, 1994 and 1993................ 3
Consolidated Statements of Cash Flows
Six Months Ended March 31, 1994 and 1993................ 4
Consolidated Statements of Stockholders' Equity
Six Months Ended March 31, 1994 and 1993................ 5
Notes to Consolidated Financial Statements................. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............. 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................... 10
SIGNATURES ............................................................ 11
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS (Unaudited)
Anacomp, Inc., and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in thousands, Mar. 31, Sept. 30,
except per share amounts) 1994 1993
-----------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Note 3)
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . $ 28,846 $ 24,922
Accounts and notes receivable, less allowances for
doubtful accounts of $3,748 and $4,245, respectively . . 102,170 109,251
Current portion of long-term receivables . . . . . . . . . 14,747 7,489
Inventories . . . . . . . . . . . . . . . . . . . . . . . . 53,537 69,192
Prepaid expenses and other . . . . . . . . . . . . . . . . 9,505 7,157
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . 208,805 218,011
-------- --------
Property and equipment, at cost less
accumulated depreciation and amortization . . . . . . . . . 59,917 66,399
Long-term receivables, net of current portion . . . . . . . . 19,183 17,619
Excess of purchase price over net assets of businesses
acquired and other intangibles, net. . . . . . . . . . . . . 279,829 296,426
Deferred tax asset, net of valuation allowance of $60,000 . . 35,000 --
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 50,286 45,093
-------- --------
$653,020 $643,548
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . $ 41,695 $ 34,355
Accounts payable . . . . . . . . . . . . . . . . . . . . . 64,731 67,246
Accrued compensation, benefits and withholdings . . . . . . 16,666 16,452
Accrued income taxes . . . . . . . . . . . . . . . . . . . 14,659 11,502
Accrued interest. . . . . . . . . . . . . . . . . . . . . . 19,707 20,089
Other accrued liabilities . . . . . . . . . . . . . . . . . 35,315 37,438
-------- --------
Total current liabilities . . . . . . . . . . . . . . . . . . 192,773 187,082
-------- --------
Long-term debt, net of current portion. . . . . . . . . . . . 393,956 404,738
Other noncurrent liabilities. . . . . . . . . . . . . . . . . 11,723 13,546
-------- --------
Total noncurrent liabilities. . . . . . . . . . . . . . . . . 405,679 418,284
-------- --------
Redeemable preferred stock, $.01 par value,
issued and outstanding 500,000 shares
(aggregate preference value of $25,000). . . . . . . . . . . 24,430 24,383
-------- --------
Stockholders' equity:
Common stock, $.01 par value, authorized 100,000,000
shares, 43,044,554 and 40,629,524 issued, respectively . . 430 406
Capital in excess of par value of common stock . . . . . . 171,540 163,209
Cumulative translation adjustment . . . . . . . . . . . . . (6,024) (4,744)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . (135,808) (145,072)
-------- --------
Total stockholders' equity. . . . . . . . . . . . . . . . . . 30,138 13,799
-------- --------
$653,020 $643,548
======== ========
</TABLE>
See notes to consolidated financial statements.
- 2 -
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Anacomp, Inc., and Subsidiaries
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
(Dollars in thousands, ------------------ -----------------
except per share amounts) 1994 1993 1994 1993
---------------------------------------------------------------------------------------------
(Note 3) (Note 3)
<S> <C> <C> <C> <C>
Revenues:
Services provided . . . . . . . . . . . . . . . $ 57,725 $ 53,486 $112,149 $106,427
Equipment and supply sales . . . . . . . . . . 88,844 90,798 171,369 179,009
-------- -------- -------- --------
146,569 144,284 283,518 285,436
-------- -------- -------- --------
Operating costs and expenses:
Costs of services provided . . . . . . . . . . 40,518 36,268 77,792 72,896
Costs of equipment and supplies sold . . . . . 64,002 63,327 122,340 125,812
Selling, general and administrative expenses . 23,649 24,379 45,406 46,253
-------- -------- -------- --------
128,169 123,974 245,538 244,961
-------- -------- -------- --------
Income before interest, other income,
income taxes, extraordinary credit, and
cumulative effect of accounting change. . . . . 18,400 20,310 37,980 40,475
-------- -------- -------- --------
Interest income . . . . . . . . . . . . . . . . . 724 983 1,501 1,592
Interest expense and fee amortization . . . . . . (16,758) (16,954) (33,844) (34,243)
Other income (expense). . . . . . . . . . . . . . (324) (1,459) (594) (2,417)
-------- -------- -------- --------
(16,358) (17,430) (32,937) (35,068)
Income before income taxes, extraordinary credit,
and cumulative effect of accounting change. . . 2,042 2,880 5,043 5,407
Provision for income taxes . . . . . . . . . . . 1,100 1,379 2,700 2,594
-------- -------- -------- --------
Income before extraordinary credit and
cumulative effect of accounting change . . . . 942 1,501 2,343 2,813
Extraordinary credit resulting from utilization
of tax loss carryforwards . . . . . . . . . . . -- 900 -- 1,600
-------- -------- -------- --------
Cumulative effect on prior years of a change in
accounting for income taxes . . . . . . . . . . -- -- 8,000 --
Net income . . . . . . . . . . . . . . . . . . . 942 2,401 10,343 4,413
Preferred stock dividends and discount accretion. 539 539 1,079 1,079
-------- -------- -------- --------
Net income available to common stockholders . . . $ 403 $ 1,862 $ 9,264 $ 3,334
======== ======== ======== ========
Earnings per common and common equivalent share:
Income from operations (net of preferred stock
dividends and discount accretion) . . . . . . $ .01 $ .02 $ .03 $ .04
Extraordinary credit. . . . . . . . . . . . . . -- .02 -- .04
Cumulative effect on prior years of a change in
accounting for income taxes . . . . . . . . . -- -- .18 --
-------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . $ .01 $ .04 $ .21 $ .08
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
- 3 -
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Anacomp, Inc., and Subsidiaries
<TABLE>
<CAPTION>
Six months ended
March 31,
-----------------------
(Dollars in thousands) 1994 1993
---------------------------------------------------------------------------------------------
(Note 3)
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................... $ 10,343 $ 4,413
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of a change in accounting
for income taxes........................................... (8,000) --
Depreciation and amortization............................... 18,943 19,102
Provision (benefit) for losses on accounts receivable....... -- (439)
Loss on disposition of assets .............................. 469 374
Change in assets and liabilities:
Decrease in accounts and long-term receivables............ 4,303 12,699
Decrease (Increase) in inventories and prepaid expenses... 4,222 (3,365)
Increase in other assets.................................. (8,897) (2,710)
Decrease in accounts payable and accrued expenses......... (2,328) (13,992)
Decrease in other noncurrent liabilities.................. (1,823) (308)
--------- --------
Net cash provided by operating activities............... 17,232 15,774
--------- --------
Cash flows from investing activities:
Proceeds from sale of assets.................................. 9,085 8,160
Purchases of property, plant and equipment.................... (8,885) (12,974)
Proceeds from notes receivable................................ -- 1,343
Payments to acquire companies and customer rights............. (10,350) (700)
--------- --------
Net cash used in investing activities................... (10,150) (4,171)
--------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants........... 956 1,274
Proceeds from revolving line of credit and
long-term borrowings......................................... 23,000 18,000
Principal payments on long-term debt ......................... (26,243) (40,574)
Preferred dividends paid...................................... (1,031) (1,031)
Payments related to the issuance of debt and equity........... -- (6,204)
--------- --------
Net cash used in financing activities................... (3,318) (28,535)
--------- --------
Effect of exchange rate changes on cash......................... 160 (20)
--------- --------
Increase (decrease) in cash and cash equivalents................ 3,924 (16,952)
Cash and cash equivalents at beginning of period................ 24,922 29,881
--------- --------
Cash and cash equivalents at end of period...................... $ 28,846 $ 12,929
========= ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest ..................................................... $ 29,134 $ 30,879
Income taxes.................................................. $ 883 $ 1,937
</TABLE>
Supplemental disclosure of noncash investing and financial activities:
In January 1994, the Company purchased the COM Services customer base of 14
micrographics service centers operated by National Business Systems. Common
stock was issued for $7.4 million of the purchase price.
See notes to consolidated financial statements.
-4-
<PAGE> 6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
Anacomp, Inc., and Subsidiaries
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31, 1994 Capital in
excess of
par value Cumulative Retained
Common of Common Translation earnings
(In thousands) Stock Stock Adjustment (deficit) Total
------------------------------------ -------- ---------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1993 ...... $ 406 $ 163,209 $ (4,744) $(145,072) $ 13,799
Exercise of stock options .......... 2 424 -- -- 426
Shares issued for purchases under the
Employee Stock Purchase Plan...... 2 527 -- -- 529
Preferred stock dividends .......... -- -- -- (1,031) (1,031)
Accretion of redeemable preferred
stock discount ................... -- -- -- (48) (48)
Translation adjustments for period.. -- -- (1,280) -- (1,280)
NBS Stock Issuance.................. 20 7,380 -- -- 7,400
Net income for the period (Note 3).. -- -- 10,343 10,343
-------- --------- --------- --------- ---------
BALANCE AT MARCH 31, 1994 .......... $ 430 $ 171,540 $ (6,024) $(135,808) $ 30,138
======== ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31, 1993 Capital in
excess of
par value Cumulative Retained
Common of Common Translation earnings
(In thousands) Stock Stock Adjustment (deficit) Total
------------------------------------ -------- ---------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1992 ...... $ 397 $161,198 $ 8,200 $(161,505) $ 8,290
Exercise of stock options .......... 2 551 -- -- 553
Shares issued for purchases under the
Employee Stock Purchase Plan...... 3 715 -- -- 718
Preferred stock dividends .......... -- -- -- (1,031) (1,031)
Accretion of redeemable preferred
stock discount ................... -- -- -- (48) (48)
Translation adjustments for period.. -- -- (10,775) -- (10,775)
Other............................... -- (239) -- -- (239)
Net income for the period .......... -- -- -- 4,413 4,413
-------- --------- --------- --------- ---------
BALANCE AT MARCH 31, 1993 .......... $ 402 $162,225 $ (2,575) $(158,171) $ 1,881
======== ======== ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ANACOMP, INC. AND SUBSIDIARIES
1. During interim periods, Anacomp follows the accounting policies set
forth in its Annual Report to Stockholders and its Report on Form 10-K
filed with the Securities and Exchange Commission. Users of financial
information produced for interim periods are encouraged to refer to the
footnotes contained in the Annual Report to Stockholders when reviewing
interim financial results.
In the opinion of management, the accompanying interim financial
statements contain all material adjustments, consisting only of normal
recurring adjustments necessary to present fairly the consolidated
financial condition, results of operations, and changes in financial
position and stockholders' equity of Anacomp and its subsidiaries for
interim periods. Certain amounts in the prior period financial
statements have been reclassified to conform to the current period
presentation.
2. Inventories are stated at the lower of cost or market, cost being
determined by methods approximating the first-in, first-out basis.
The cost of inventories is distributed as follows:
<TABLE>
<CAPTION>
Mar. 31, Sept. 30,
(In thousands) 1994 1993
--------------------------------------------------------------------
<S> <C> <C>
Finished goods . . . . . . . . . . . . . $ 33,424 $ 38,289
Work in process . . . . . . . . . . . . 5,854 7,105
Raw materials and supplies . . . . . . . 14,259 23,798
-------- --------
$ 53,537 $ 69,192
======== ========
</TABLE>
3. The Company has restated its financial statements for the three and six
months ended March 31, 1994 to recognize revenues for COM Systems
warehoused for certain customers in the periods the units are shipped.
The impact of this restatement resulted in an increase in revenues and
net income of $306,000 and $85,000, respectively, for the three month
period ended March 31, 1994, and a decrease in revenues and net income
of $1.5 million and $415,000, respectively, for the six month period
ended March 31, 1994. The restatement had no impact on prior periods.
In addition, the Company has reclassified accreted interest on
unfavorable lease reserves from discontinued operations to interest
expense for all periods presented.
4. In February 1992, the Financial Accounting Standards Board issued
Statement in financial Accounting Standards No. 109, "Accounting for
Income Taxes" (FAS 109). Under FAS 109, the Company recognizes income
taxes under the liability method of accounting for income taxes. The
liability method measures the expected tax impact of future taxable
income or deductions resulting from differences in the tax and financial
reporting bases of assets and liabilities reflected in the consolidated
balance sheet and the expected tax impact of carryforwards for tax
purposes. A valuation allowance is to be recorded against those tax
assets when it is "more likely than not" that the benefit will not be
realized.
-6-
<PAGE> 8
FAS 109 was adopted in the first quarter of fiscal 1994. The Company
recorded a deferred tax asset of $95 million representing the tax effect
of federal and state tax NOLs and tax credits. The Company also
recorded a valuation allowance of $60 million reducing the deferred tax
asset to a net $35 million.
Recognition of the deferred tax asset and valuation allowance at October
1, 1993 caused adjustments to the following financial statement
components:
<TABLE>
<CAPTION>
Capital Accrued
Net in excess Income
(In thousands) Income Goodwill of par value Taxes Total
-------------- ------ -------- ------------ ------- ------
<S> <C> <C> <C> <C> <C>
Deferred tax asset $8,000 $66,000 $6,000 $15,000 $95,000
Valuation allowance -- (39,000) (6,000) (15,000) (60,000)
------ ------- ------ ------- -------
Net deferred tax asset $8,000 $27,000 -- -- $35,000
====== ======== ====== ======= =======
</TABLE>
In the future, the federal provision for income taxes reflected in the
consolidated statement of operations will generally not require a cash
payout to the extent the Company has NOLs. The cash savings from the
utilization of NOLs will be reported as a reduction of the net deferred tax
asset recorded under the guidelines of FAS 109; thereafter, as a reduction
of goodwill.
The components of deferred tax assets and liabilities at October 1, 1993 are
as follows:
<TABLE>
<S> <C>
Net Deferred Tax Asset (In thousands)
Tax effects of future tax deductible
differences related to:
Inventory reserves........................ $ 2,900
Depreciation.............................. 1,400
Building reserves......................... 7,400
EPA reserve............................... 3,400
Sale/leaseback of assets.................. 1,800
Other net deductible differences.......... 4,300
Tax effects of future taxable differences
related to:
Leases.................................... (4,600)
Capitalized software...................... (4,600)
--------
Net tax effects of future differences....... 12,000
--------
Tax effects of carryforward benefits:
Federal net operating loss carryforwards.. 80,000
Federal general business tax credits...... 3,000
--------
Tax effects of carryforwards................ 83,000
--------
Tax effects of future differences
and carryforwards......................... 95,000
Less valuation allowance.................... (60,000)
--------
Net deferred tax asset...................... $ 35,000
========
</TABLE>
-7-
<PAGE> 9
At March 31, 1994 the Company had NOLs of approximately $219 million
available to offset future taxable income. An additional $31 million is
available in future periods as accrued expenses become deductible. The
Company also has tax credit carryforwards of $3 million available to reduce
future tax liabilities, including $1 million of preacquisition tax credits.
The NOLs expire commencing in 1995 ($15 million) will remaining amounts in
various periods through 2007. The tax credit carryforwards expire
substantially in 1997.
In addition to the cumulative effect adjustment on the statement of
operations, the adoption of FAS 109 reduced goodwill amortization expense by
$188,000 and $376,000 during the three-month and six-month periods ended
March 31, 1994, respectively. Accordingly, income from continuing
operations and net income increased by the same amounts, respectively.
There was no effect on earnings per common and common equivalent share.
If FAS 109 had been adopted beginning October 1, 1992, the following
proforma results would have been reported for the periods ended (In
thousands except per share amounts):
<TABLE>
<CAPTION>
Three Months Six Months
Ended March 31, Ended March 31,
1994 1993 1994 1993
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income from operations.............. $942 1,689 $2,343 $ 3,189
Net Income.......................... 942 1,689 2,343 18,089
Earnings per common and common
equivalent share.................. .01 .03 .03 .39
</TABLE>
5. The computation of earnings per common and common equivalent share is based
upon the weighted average number of common shares outstanding during the
period plus (in periods in which they have a dilutive effect) the effect of
common shares contingently issuable, primarily from stock options and
exercise of warrants.
The fully diluted per share computation reflects the effect of common shares
contingently issuable upon the exercise of warrants in periods in which such
exercise would cause dilution. Fully diluted earnings per share also
reflect additional dilution related to stock options due to the use of the
market price at the end of the period, when higher than the average price
for the period.
Fully diluted earnings per share are the same as primary earnings per share
for the periods presented.
6. Effective January 3, 1994, the Company purchased the Com Services customer
base of 14 micrographics service centers operated by National Business
Systems for $14.8 million using equal amounts of common stock and cash.
This business has ben or will be merged into Anacomp's existing service
centers.
7. Effective May 4, 1994, the Company purchased Graham Acquisition Corporation
("Graham") for $7.6 million of Anacomp stock. The agreement also provides
for contingent consideration of up to $7.5 million of Anacomp stock based
upon the future earnings of Graham. Graham manufacturers and distributes
3480 computer tape cartridges and open reel tape. Graham's operations will
be combined with Anacomp's existing magnetic media products division.
-8-
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Total revenues for the six months ended March 31, 1994 declined $1.9 million
compared to the same period of the prior year. Micrographics service revenues
however, were up $4.4 million, or, 7%, largely as a result of the acquisition
of 14 data centers from National Business Systems which was effective January
3, 1994. Maintenance service revenues were up 3% and magnetic media sales were
up 4%. COM system sales and supply sales were down 8% and 9%, respectively,
due primarily to decreased shipments in the OEM channel.
Service revenues generated a gross profit margin of 31% for the six months,
down from 32% in the same period of the prior year. The decline is due to
transition expenses incurred in assimilating the data center customers acquired
from NBS. Equipment and supply sales generated a gross profit margin of 29%
compared to 30% in the prior year. The reduced margin results largely from
reduced COM system and reader printer shipments and the resulting impact on
manufacturing costs.
Selling, general, and administrative expenses amounted to 16% of total revenues
for both years.
The financial statements reflect the Company's adoption of the Financial
Accounting Standards Board Statement No. 109, "Accounting for Income Taxes", as
discussed in Note 4 to the Consolidated Financial Statements. The March 31,
1994 Balance Sheet includes a $35 million deferred tax asset and the
Consolidated Statements of Operations include a $8 million one time adjustment
reflecting the cumulative effect on prior years of this accounting change.
LIQUIDITY AND CAPITAL RESOURCES
Working capital amounted to $16.0 million at March 31, 1994 compared to $30.9
million at September 30, 1993. The decrease is mainly due to improved
inventory turnover ratios. As disclosed in the Consolidated Statements of Cash
Flows, net cash provided by operating activities improved $1.5 in the first six
months of fiscal year 1994 compared to the first six months of fiscal 1993.
Net cash used in investing activities increased $6.0 million because of the
acquisition of data centers from National Business Systems. Net cash used in
financing activities was reduced $25.2 million reflecting lower paydowns on the
Company's revolving line of credit and contributing to the year to year
increase in cash balances of $15.9 million. The Company believes that
operating cash flow in 1994 will be sufficient to meet cash requirements for
capital expenditures, debt repayments, and other obligations.
-9-
<PAGE> 11
ANACOMP, INC. AND SUBSIDIARIES
PART II: OTHER INFORMATION
<TABLE>
<CAPTION>
PAGE NUMBER
<S> <C> <C>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(11) Computation of Earnings per Common Share. 12
(27) Financial data schedule (required for
electronic filing only)
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the
quarter ended March 31, 1994.
</TABLE>
-10-
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities and 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/ Donald L. Viles
-------------------------
Donald L. Viles
Vice President and
Chief Accounting Officer
Dated this 27th day of March, 1995.
-11-
<PAGE> 1
EXHIBIT 11
Anacomp, Inc. and Subsidiaries
COMPUTATION OF EARNINGS PER COMMON SHARE (Unaudited)
PRIMARY
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
------------------ ----------------
(In thousands, except per share amounts) 1994 1993 1994 1993
(Note 3) (Note 3)
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earnings per Common and
Common Equivalent Share:
Net income available to common ........ $ 403 $ 1,862 $ 9,264 $ 3,334
======= ======= ======= =======
Shares:
Weighted average common shares
outstanding .......................... 42,993 40,148 41,896 39,934
Adjustments:
(a) Assumed issuances under
stock option and stock
purchase plans ..................... 1,341 1,748 1,265 1,706
(b) Assumed exercise of warrants......... 1,966 1,827 1,825 1,742
------- ------- ------- -------
Total shares ............................. 46,300 43,723 44,986 43,382
======= ======= ======= =======
Earnings per common share................. $ .01 $ .04 $ .21 $ .08
======= ======= ======= =======
</TABLE>
-12-
<PAGE> 2
EXHIBIT 11
Anacomp, Inc. and Subsidiaries
COMPUTATION OF EARNINGS PER COMMON SHARE (Unaudited)
ASSUMING FULL DILUTION
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
------------- -------------
(In thousands, except per share amounts) 1994 1993 1994 1993
---------------------------------------------------------------------------------
(Note 3) (Note 3)
<S> <C> <C> <C> <C>
Earnings per Common and
Common Equivalent Share:
Net income available to common ........ $ 403 $ 1,862 $ 9,264 $ 3,334
======= ======= ======= =======
Shares:
Weighted average common shares
outstanding .......................... 42,993 40,148 41,896 39,934
Adjustments:
(a) Assumed issuances under
stock option and stock
purchase plans ..................... 1,392 1,812 1,391 1,785
(b) Assumed exercise of warrants......... 2,046 1,846 2,103 1,790
------- ------- ------- -------
Total shares ............................. 46,431 43,806 45,390 43,509
======= ======= ======= =======
Earnings per common share................. $ .01 $ .04 $ .21 $ .08
======= ======= ======= =======
</TABLE>
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANACOMP,
INC.'S MARCH 31, 1994 FORM 10-Q/A QUARTERLY REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> MAR-31-1994
<CASH> 28,846
<SECURITIES> 0
<RECEIVABLES> 102,170
<ALLOWANCES> 3,748
<INVENTORY> 53,537
<CURRENT-ASSETS> 208,805
<PP&E> 158,620
<DEPRECIATION> 98,703
<TOTAL-ASSETS> 653,020
<CURRENT-LIABILITIES> 192,773
<BONDS> 405,679
<COMMON> 0
0
24,430
<OTHER-SE> 30,138
<TOTAL-LIABILITY-AND-EQUITY> 653,020
<SALES> 171,369
<TOTAL-REVENUES> 283,518
<CGS> 122,340
<TOTAL-COSTS> 245,538
<OTHER-EXPENSES> 907
<LOSS-PROVISION> 330
<INTEREST-EXPENSE> 33,844
<INCOME-PRETAX> 5,043
<INCOME-TAX> 2,700
<INCOME-CONTINUING> 2,343
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 8,000
<NET-INCOME> 9,264
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
