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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

OR

Commission file number: 0-14315

AEGIS COMMUNICATIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

        Registrant's telephone number, including area code: (972) 830-1800

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 Par Value

        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, and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        The aggregate market value of the Company's Common Stock held by non-affiliates of the Registrant as of March 20, 2002 was approximately $15.6 million.

        As of March 20, 2002, 52,171,168 shares of Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Registrant's 2001 Proxy Statement and Notice of Annual Meeting of Stockholders are incorporated by reference in Part III of this report.

PART I

ITEM 1. BUSINESS

INTRODUCTION

        Aegis Communications Group, Inc. ("Aegis" or the "Company") is a leading provider of multi-channel customer relationship management ("CRM") and comprehensive marketing research services, including database management, analytical services and market intelligence to progressive companies. We provide services through our two operating segments, CRM and marketing research. For a discussion of the financial results of these two segments, please see "Notes to Consolidated Financial Statements-18. Segments." Our CRM service offerings include: web-enabled and telephone-based customer service, help desk, and customer acquisition and retention; multilingual communications programs; client service center facilities management; order provisioning, which is the transferring of data into our clients' billing systems and customer records; and database management. Our web-enabled customer care (e-care) capabilities include online customer-initiated call back, automated e-mail response, live web text chat, pushed content web sessions (in which we send, or "push", web pages to the customer from anywhere on the Internet), click-stream analysis, web self-service, fax/e-mail on demand and online management reporting. Our database service offerings include profiling and data overlay, segmentation, modeling, survey results analysis, financial analysis and customer lifecycle analysis. Our Elrick & Lavidge marketing research division ("E&L") offerings include research services to clients across a broad range of industries including measuring customer satisfaction, evaluating likelihood of customer retention, point-of-sale research, full service quantitative and qualitative research, segmentation and market structure, and other marketing services.

        Aegis is a Delaware corporation originally organized in that state in 1985, and its trading symbol is "AGIS". Our headquarters are located at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063. Our telephone number is (972) 830-1800 and our web-site address is www.aegiscomgroup.com. Unless the context requires otherwise, references to the Company in this report include our consolidated subsidiaries.

SERVICES AND STRATEGY

CRM Solutions

        Aegis develops and implements customized multi-channel contact programs designed to strengthen our clients' relationships with their customers. Our CRM solutions consist of telephone-based marketing and customer service programs (teleservices) as well as web based capabilities, which comprise handling a variety of customer contacts through our clients' Internet web-sites, and our phone-based customer service offerings.

        We design, manage and conduct large scale telecommunications-based CRM programs which feature live, knowledgeable customer service representatives ("CSRs") provided on an outsourced basis to corporations in a wide variety of industries. We offer inbound and outbound CRM solutions, as well as non-voice services that include order provisioning services and database management.

        Inbound CRM solutions require answering incoming telephone calls or web-initiated queries and responding to customer service requests. To illustrate, when one of our client's customers requests an interaction (e.g., places a call to a toll-free "800" customer service number, sends an e-mail to our client, or initiates an online call back or text chat at a client's web-site) it is directed to an Aegis client service center and answered by one of our trained CSRs. The CSR is able to handle the customer's inquiry because, in most instances, the customer's account information has been transferred

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instantaneously to the CSR's computer screen via our system's links to the client's customer database. At the end of the interaction, the customer's record is automatically updated in the client's database with any new information.

        Outbound CRM solutions involve making outgoing telephone calls, usually to market a client's products or to acquire new customers for the client. We do not engage in any form of outbound calling that uses computerized voice presentations or makes unsolicited financial requests, nor is Aegis engaged in the "900" number business.

        Aegis' operations are technology driven through our advanced data and communications systems, which permit real-time interface with our clients' host systems via the Internet or dedicated networks. We also provide a suite of web-enabled customer care capabilities that includes multi-channel capable workstations able to handle a variety of customer interactions, especially those originating from the Internet. Through the web-enabled services, we can assist our clients by providing real-time, web-based data that tracks customers' interactions with a client's web-site, allows us to handle all aspects of responding to client e-mail from customers, provides a secure chat window to conduct one-on-one chat with client customers, initiates live voice conversations when a client customer clicks an icon on a client's web-site, and performs other functions.

        Aegis endeavors to establish long-term relationships with clients that utilize telecommunications, including the Internet, as important, ongoing elements in their core CRM strategies. These arrangements usually require Aegis to develop unique software systems for the client. By offering high quality, customized, flexible and fully-integrated customer contact management services designed to improve quality, productivity and effectiveness, Aegis can enhance and add value to our clients' existing marketing and customer service programs.

Marketing Research

        E&L offers several information-based services designed to assist research clients in more effectively marketing products and services to their customers.

        Included among E&L's custom research offerings are online, in-store, and on-site behavioral research; comprehensive expertise in customer satisfaction, customer value analysis (how a client's customers perceive value), and customer life cycle studies (factors that comprise gaining and retaining customers); market segmentation; product and concept testing; brand positioning; market structure and tracking studies; mystery shopping; and focus group research. E&L provides services to consumer goods and services, financial services, telecommunications, utilities, healthcare, entertainment and technology companies. E&L's data collection methods include online, in-store, focus group, in-person, one-on-one, and telephone interviews. Elements of E&L's growth strategy include applications of advanced technology, applied marketing sciences, web-centric data management and ongoing analyses of the growth of online sales or transaction environments for corporate clients.

Objective

        Aegis' objective is to become the premier high-quality, full service provider of outsourced CRM solutions to progressive companies seeking a high level of customer interaction. We believe that our web-enabled services, inbound CRM services and non-voice segments of the CRM market possess the greatest long-term growth potential in our industry and we are concentrating our efforts primarily on those segments. However, in order to fully meet our clients' needs we continue to offer outbound services. For the year ended December 31, 2001, approximately 69% of our revenues were generated by inbound CRM solutions and non-voice services, 21% from outbound CRM solutions and 10% from marketing research. In comparison, for the year ended December 31, 2000, approximately 63% of our revenues were generated by inbound CRM solutions and non-voice services, 28% by outbound CRM solutions and 9% from marketing research. We focus on our core competencies and seek to reduce or

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eliminate costs for our clients. We periodically evaluate our portfolio of assets to determine the most efficient operating platform. We seek to invest in assets which deliver a strong return on our investment and divest assets which do not meet our performance hurdles.

OPERATIONS

        As of December 31, 2001, Aegis operated or managed approximately 6,300 production workstations in 14 client service centers and 2 marketing research facilities. A workstation includes a cubicle, personal computer with monitor and keyboard, a headset and an automatic call distributor console. All of our facilities are located in the continental United States.

CRM Solutions

        The current Aegis technology platform delivers custom CRM solutions based on a browser-based application environment and Avaya Definity telecommunications switches interfaced with multiple servers running on UNIX or Microsoft 2000 Advanced Server platforms. The data system is based on an open architecture design supported by sophisticated relational databases. This open architecture design allows us to interface seamlessly, and in real-time, with our clients' host systems. It also provides the flexibility that enables Aegis to deliver solutions rapidly to our clients' marketing and customer service needs. Outbound calling is enhanced through an Avaya supported dialer, or an SER Services (formerly EIS) dialer. Our operations are further enhanced by the use of universal workstations that can automatically handle either inbound or outbound call activity. Such technology permits Aegis to offer productivity enhancements associated with this "call blending" activity. During the course of 2001, Aegis acquired technology to deliver an enhanced level of CRM solutions for an integrated solutions offering.

        The quality of our people is critical to our success. Because our marketing and service representatives deal directly with our clients' customers and sales prospects, we place a heavy emphasis on their training and the quality control process. Our training facilities are equipped with workstations for live role-playing. We employ a large staff of trainers dedicated to teaching the details of client programs to our marketing and service representatives. The training curriculum includes instruction on the client's sales or service process, study of the features and benefits of the product and service, intensive role-playing and information about both Aegis' and the client's philosophy and culture. Aegis conducts both initial and follow-up training for all representatives which, depending on the complexity of the client program, can take up to six weeks to complete. Our training curriculum is developed by professional experts in adult learning methods and includes a "hands-on" PC lab experience. This attentiveness to training enables our representatives to perform an assortment of duties when handling inbound and outbound calling programs. Along with our clients, we monitor our marketing and customer service representatives to insure strict compliance with the client's quantitative and qualitative standards. In many instances, quality is evaluated and communicated on a daily basis.

Marketing Research

        As of December 31, 2001, E&L maintained four full-service offices in major cities throughout the United States. E&L also operates two research service centers at separate locations containing, in the aggregate, approximately 160 computer-assisted telephone interview workstations.

        As of December 31, 2001, E&L employed approximately 120 full-time marketing research professionals. In addition, the firm has a part-time staff of about 347 associates in its field and telephone interviewing centers. Knowledge of our clients' industries is important to our success. We have concentrated on developing particular expertise in several industries, including telecommunications, consumer packaged goods and financial services. Consistently updated industry

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expertise enables us to provide reliable customer and market information and advisory services to clients in those industries.

INDUSTRY AND COMPETITION

CRM Solutions

        Several trends continue to shape the teleservices industry. Many U.S. companies that traditionally outsource customer sales and service are evaluating and using non-U.S. based sites gaining the lower labor rates available in many overseas markets. Clients also increasingly require the latest in contact center technology, including multi-channel communication, improved switch technology, IVR (interactive voice response) and web-based support to guide customers away from "live" agents. We believe the increased investment in this technology and the expertise required to gain full leverage will drive more clients to outsourced partners. The increased focus on business fundamentals in the wake of the economic downturn will also drive customers to outsource their CRM services in order to focus on core competencies and alter their cost structure from a fixed to a variable model. Clients will continue to require more efficiencies from their CRM partners in the form of performance-based pricing that better align the interests of the client and the outsource partner. In addition, the industry can continue to expect aggressive firms to offer below market pricing of their services to gain market share.

        We compete in a market that provides progressive companies desiring a better method of customer interaction with outsourced CRM solutions across multiple communications channels including the telephone, Internet, and e-mail. The telephone-based CRM industry is spread among many competitors, including a large number of in-house organizations and numerous independent providers like Aegis. Our market is very competitive. Competitors range from very small firms offering specialized applications to large, full-service companies with multiple, high volume client service centers, including APAC Customer Services, Inc., Convergys Corp., ICT Group, Inc., Precision Response Corp., RMH Teleservices, Inc., Sitel Corp., Sykes Enterprises, Inc., TeleTech Holdings, Inc. and West TeleServices, Inc. We also compete against the in-house call center and customer service operations of clients and prospective clients. We believe we compete primarily on the basis of:

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consistency and quality of service;



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the ability to implement advanced technology, including web-enabled capabilities, predictive dialing, call blending and proprietary front-end interfaces which enable real-time access to clients' host data;



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responsiveness to changing client needs and adaptability to unique client requirements; and



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cost effectiveness.

Marketing Research

        The 181 research companies in the Council of American Survey Research Organizations reported total research marketing revenue of $7.7 billion in 2000. The June 4, 2001 issue of Marketing News ranked E&L as the thirty-second largest marketing research company in the United States.

        The marketing research industry is highly competitive and is characterized by a large number of relatively small organizations and a small number of companies with sizable resources. E&L regularly experiences significant competition from numerous market participants, including other marketing research firms, in-house marketing and research departments of various companies, advertising agencies and business consulting firms. Marketing research firms with which we regularly compete include Maritz Marketing Research, Inc., Opinion Research Corp., Burke Incorporated, and Market Facts, Inc., among others. In the emerging online market research sector, competitors include BizRate.com, Gomez Advisors, Harris Interactive, and Greenfield Online, among others. We believe that we compete

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primarily on the basis of: (1) quality of research information; (2) the ability to rapidly obtain, analyze and communicate marketing research information; (3) consistency; and (4) cost effectiveness.

MARKETING OF SERVICES

        We seek to differentiate ourselves from our competitors through our emphasis on quality and service to the client, technological capabilities, ability to meet and enhance the client's changing requirements and cost effectiveness. We seek to develop and maintain long-term relationships with our clients and we focus our marketing efforts on progressive companies that utilize integrated customer service and marketing research as important, ongoing elements in their core CRM and marketing strategy. We believe these corporations present the greatest potential for our recurring revenue growth and that their customer relationship requirements fit well with our technology and client support infrastructure. We obtain new business through our dedicated sales force responding to requests for proposals, through client and consultant referrals and by targeting potential new clients. New business is also gained by identifying additional needs of our existing clients and cross-selling our services to meet those needs.

GOVERNMENT REGULATION

        Both federal and state governments regulate our business. The Federal Communications Commission's ("FCC") rules under the Federal Telephone Consumer Protection Act of 1991 prohibit telemarketing firms from initiating telephone solicitations to residential telephone subscribers before 8:00 a.m. or after 9:00 p.m., local time, and prohibit the use of automated telephone dialing equipment to call certain telephone numbers. In addition, the FCC rules require telemarketing firms to maintain a list of residential consumers who have stated that they do not want to receive telephone solicitations ("DNC") and to avoid making calls to such consumers.

        The Federal Telemarketing and Consumer Fraud and Abuse Protection Act of 1994 broadly authorized the Federal Trade Commission ("FTC") to issue regulations prohibiting misrepresentation in telephone sales. The FTC then issued its telemarketing sales rules ("TSR"), which became effective December 31, 1995. Generally, these rules prohibit abusive telephone solicitation practices and impose disclosure and record keeping requirements on telemarketers.

        In addition to these rules and regulations, bills are frequently introduced in Congress to regulate the use of credit information, as well as new proposals to further refine the DNC and TSR regulations and restrict predictive dialer use. We cannot predict whether this legislation will be enacted and what effect, if any, it would have on our industry.

        Most states have also enacted or are considering legislation to regulate telephone solicitations. For example, telephone sales in certain states are not final until a written contract is delivered to and signed by the buyer, and then the contract may be canceled within three business days. At least one state also prohibits telemarketers from requiring credit card payment, and several other states require certain telemarketers to obtain licenses and post bonds. For instance, persons selling insurance products or mortgage services are required to be licensed by various state insurance commissions and participate in regular continuing education programs. Some industries we serve are also subject to various state government regulations with regard to selling practices and consumer disclosure requirements.

        We specifically train our representatives to conduct calls in an approved manner and believe we are in compliance in all material respects with all federal and state regulations. There can be no assurance, however, that we may not be subject to regulatory challenge for a violation of federal or state law by any of our clients.

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REVENUES AND SEASONAL NATURE OF BUSINESS

        The timing and size of our clients' marketing programs directly affect our revenues. Our expenses are also directly affected by these factors. We cannot predict the seasonal variations in our clients' demands for our services.

PERSONNEL AND TRAINING

        Our business depends on people. Our highest priority is to hire, train, retain and manage good people. We attempt to locate our client service centers where the cost of labor is relatively low and there are many qualified and motivated workers. We do this to lower our operating costs while maintaining a high quality workforce with the lowest turnover rate achievable. Still, our attrition rate is high compared to most other industries and it is difficult and costly to hire and train new employees.

RELIANCE ON MAJOR CLIENTS

        We have historically relied on a few major clients for the bulk of our revenue. In 2001, three clients each accounted for over 10% of our revenues. Our largest telecommunications client accounted for approximately 30% of our revenues, and a second significant telecommunications client accounted for nearly 16%. Our largest financial services client in 2001 was responsible for approximately 14% of our revenues. In 2000, two clients each accounted for over 10% of Company revenues. Our largest telecommunications client accounted for approximately 36% of our revenues, and our largest financial services client accounted for approximately 14%. Revenues from our largest telecommunications client are derived from separate contractual arrangements with several different business units of this client. From time to time, this client reorganizes or curtails its marketing programs, negotiates price reductions in certain of its programs and significantly reduces its volume of business with its CRM solutions vendors, including Aegis, all of which negatively affect our revenues. Although we try to build and improve our customer relationships, it is our goal to reduce our dependence on a few major clients by broadening our customer base because of the detrimental impact their unilateral decisions can have on our business.

QUALITY ASSURANCE

        Because our services involve direct contact with our clients' customers and sale prospects, we must maintain a reputation for quality service. To that end, our representatives are monitored to ensure that they comply with the client's guidelines and deliver quality and efficient service. We regularly measure the quality of our services by benchmarking factors such as sales per hour and level of customer satisfaction. Our information systems enable us to provide clients with real time reports regarding the status of an ongoing campaign. We also transmit summary data and captured information electronically to our clients. Access to this data enables our clients to modify or enhance an ongoing campaign to improve its effectiveness.

        Since our client service representatives deal directly with our clients' customers and prospects, we place a heavy emphasis on training and quality control processes. We dedicate a training staff at each facility to conduct both primary and recurrent training for all client service representatives. We employ a quality control staff at each facility who measure quality on both a quantitative and qualitative basis. We believe this attentiveness to training and customer service enables our client service representatives to perform a variety of highly complex and proprietary functions for our clients.

EMPLOYEES

        As of December 31, 2001, Aegis employed 5,983 persons, including over 4,900 client service representatives. We believe our relationship with our employees is generally good.

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ITEM 2. PROPERTIES

        Our principal executive offices and operational and administrative headquarters are located in a 23,333 square foot leased building in Irving, Texas. This lease expires on December 31, 2003. All of our facilities are occupied pursuant to various lease arrangements. Aegis believes that the development of additional Aegis-operated centers should enhance our long-term profitability. Accordingly, we continue to implement our site selection strategy, which focuses on locating client service centers in markets we believe offer lower wage rates, better employee retention and generally lower operating costs. To that end, in 2001 we closed six relatively small outbound dedicated centers in Dalton and Browns Valley, Minnesota, Hazleton, Pennsylvania, Newport News, Virginia, Barrie, Canada, and San Francisco, California and opened a new 534 seat inbound oriented client service center in Rocky Mount, North Carolina. The changes in 2001 followed other significant moves made in prior years. In 2000, we closed a center in Virginia Beach, Virginia and opened a new client service center in Terre Haute, Indiana, and in 1999 we closed centers in Addison and Euless, Texas and opened new client service centers in St. Joseph, Missouri and Sierra Vista, Arizona. As of December 31, 2001, we performed our services in the facilities listed below:

Client Service Centers

Marketing Research Facilities and Full-Service Offices

        Aegis believes it can extend the leases at these locations or relocate the facilities on terms comparable with its current lease obligations. While our current capacity is sufficient to handle our

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current production demands, as our growth continues, additional client service center facilities may be needed.

ITEM 3. LEGAL PROCEEDINGS

        Other than ordinary litigation incidental to its businesses, neither Aegis nor its subsidiaries are parties to, nor are their properties the subject of, any material pending legal proceedings. We believe that the litigation incidental to our business is not likely, individually or in the aggregate, to have a material adverse effect on our results of operations or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

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PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

        On September 20, 1999 we received notification from Nasdaq that we no longer met the minimum requirements for continued listing on the Nasdaq National Market System and, therefore, the Nasdaq staff determined that our continued listing was no longer warranted. Accordingly, our common stock, $.01 par value per share (the "Common Stock"), now trades on the National Association of Securities Dealers' Over-the-Counter Electronic Bulletin Board ("Nasdaq OTC BB") under the symbol "AGIS". As of March 20, 2002, there were 52,171,168 shares of Aegis common stock outstanding held by approximately 6,500 holders of record.

        The table below lists the range of high and low bid prices for our Common Stock as reported by the Nasdaq OTC BB for the two-year period ended December 31, 2001 and the subsequent interim period. These quotations reflect inter-dealer prices, without retail markup, markdown, or commission, and may not necessarily represent actual transactions.

DIVIDENDS

        To date, we have not declared a cash dividend on our common stock. We intend to retain any earnings for use in the operation and expansion of our business, and therefore do not anticipate declaring cash dividends in the foreseeable future. We have accrued an annual dividend of $0.36 per share on 29,778 outstanding shares of our Series B Preferred Stock. Our Series D and E Preferred Stock accrue dividends quarterly at a rate of 15% per annum. Our Series F Preferred Stock accrues dividends daily at a rate of 9.626% per annum. Under our current Credit Agreement, Aegis and its subsidiaries are prohibited from paying cash dividends on our Common Stock until all the lender's commitments have been met and all of Aegis' and its subsidiaries' obligations under the Credit Agreement have been satisfied. See "Notes to Consolidated Financial Statements—5. Long-Term Debt, and 8. Shareholders' Equity."

PRIVATE PLACEMENTS OF CONVERTIBLE PREFERRED STOCK

        In an effort to reduce debt and improve the Company's balance sheet, on June 30, 1999, a group led by the Company's then largest shareholder, Thayer Equity Investors III, L.P. ("Thayer Equity", and together the "Thayer-led group"), agreed to convert $12.1 million of its subordinated debt into two new

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series of convertible preferred stock. The 77,300 shares of Series D Preferred Stock issued, ($0.01 par value per share, $100 per share liquidation preference) are convertible into Company Common Stock at $2.00 per share, and the 44,018 shares of new Series E Preferred Stock issued ($0.01 par value per share, $100 per share liquidation preference) are convertible into Company Common Stock at $2.375 per share. Both series earn cumulative dividends (payable in cash or in kind in additional shares of the respective series of preferred stock) at the annual rate of 15%, and are non-voting except on specified matters. In consideration of the conversion of the subordinated debt into preferred stock, the Company also issued the Thayer-led group warrants to purchase an additional 1,000,000 shares of Company Common Stock at $0.90625 per share. As of December 31, 2001, the Series D Preferred Stock has accrued paid in kind dividends of approximately 34,402 shares of Series D Preferred Stock, and the Series E Preferred Stock has accrued paid in kind dividends of approximately 19,590 shares of Series E Preferred Stock.

        In an effort to further reduce outstanding debt on our balance sheet, thereby providing us the needed flexibility to renegotiate our Credit Agreement (and cure then outstanding defaults), and provide access to working capital to fund future operations, on December 10, 1999, we completed the sale of 46,750 shares of newly issued Series F Preferred Stock to Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., and Questor Side-by-Side Partners II 3(c)(1), L.P. (the "Questor Investors") for an aggregate purchase price of $46.75 million. The Series F Preferred Stock are entitled to receive dividends, in preference to all other capital stock of the Company, except for the Company's Series B Preferred Stock, at the rate of 9.626% per annum, which will accrue and be cumulative from their original issue date. The dividends on the Series F Preferred Stock accrue on each share from its issuance on a daily basis, whether or not earned or declared. To the extent that dividends have not been paid on any March 31, June 30, September 30 or December 31 of any year, all such dividends are added to the investment value of such shares. The Series F Preferred Stock are convertible into shares of Common Stock on the basis of one share of Common Stock per $1.00 of investment value of the Series F Preferred Stock. The Series F Preferred Stock also participate, on an as-converted basis, with the Common Stock in any dividends that may be declared and paid after the payment of preferential dividends. The Series F Preferred Stock vote on an as-converted basis. We used the proceeds from the sale of the Series F Preferred Stock to repay outstanding bank debt and pay transaction expenses.

        As a result of the sale of the Series F Preferred Stock and subsequent increases in the investment value of the Series F Preferred Stock resulting from dividends, and through its ownership of Common Stock and Series E Preferred Stock, on an as-converted basis, the Questor Investors collectively own 44.4% of our Common Stock and Common Stock equivalents outstanding. The Series F Preferred Stock vote on an as-converted basis and represent approximately 52.4% of our voting equity securities at December 31, 2001.

        The sales and exchanges of the Series D, E and F Preferred Stock described above were exempt under Rule 506 of Regulation D under the Securities Act of 1933, as amended. The Thayer and Questor investors are "accredited investors" as defined by Regulation D and each of the private placements exceeded $5.0 million in value.

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ITEM 6. SELECTED FINANCIAL DATA

        The table below sets forth certain selected consolidated historical financial data for Aegis and its subsidiaries for the last five years. This information should be read in conjunction with Item 7.—"Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and related notes to the consolidated financial statements.

(1)

On July 9, 1998, Aegis, formerly known as ATC Communications Group, Inc. ("ATC"), completed the acquisition of IQI, Inc., a New York corporation ("IQI"). The acquisition was effected through the merger (the "Merger") of ATC Merger Sub, Inc. ("Sub"), a New York corporation and wholly-owned subsidiary of ATC, with and into IQI pursuant to an Agreement and Plan of Merger dated as of April 7, 1998 (the "Merger Agreement") by and between ATC, Sub and IQI. The Merger has been accounted for as a reverse purchase, meaning that for accounting purposes, IQI is the surviving

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corporation and is treated as having acquired ATC in a purchase accounting transaction. Accordingly, the pre-merger consolidated financial information reported is that of IQI.

(2)

EBITDA is defined here as income from continuing operations before interest, taxes, depreciation and amortization, non-cash asset impairment charge and restructuring and other non-recurring charges. While it should not be considered in isolation or as a substitute for net income, cash flows from operating activities or other measures of financial performance and liquidity under generally accepted accounting principles ("GAAP"), EBITDA is presented here to provide additional information about the Company's ability to meet its future debt service, capital expenditure and working capital requirements. EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

        The following table sets forth certain statements of operations data as a percentage of revenues for the periods indicated:

Historical Year Ended December 31, 2001 vs. Historical Year Ended December 31, 2000

        Aegis recognized a net loss available to common shareholders of $16.9 million or $0.32 per share for the year ended December 31, 2001 versus a net loss available to common shareholders of $13.2 million or $0.25 per share in 2000. Excluding $3.5 million ($2.2 million, net of taxes) in non-recurring charges, Aegis recognized a net loss available to common shareholders of $11.0 million or $0.21 per share in 2000.

        Total revenues generated during the year ended December 31, 2001 were $237.3 million as compared to $295.4 in 2000, a decrease of $58.1 million, or 19.6%. The decrease in revenue in 2001 was due primarily to the loss early in the year of a significant customer account, VoiceStream, which took the services being performed by Aegis and other service providers in-house early in 2001 to fill

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excess capacity in its internal call centers. Other factors affecting the decline in revenue were the economic slowdown in the U.S economy, and the tragic events of September 11^th.

        The Company's continued shift towards higher-value inbound CRM and non-voice services is reflected in the Company's revenue mix. For the year ended December 31, 2001, inbound CRM and non-voice services together accounted for 68.8% of the Company's total revenues as compared to 62.6% in 2000, while outbound CRM revenues fell from 28.0% to 21.5%. Marketing research revenues, while falling $4.9 million, accounted for 9.7% of total Company revenues in 2001 versus 9.4% in 2000. For the years ended December 31, 2000 and 2001, our actual mix of revenues was as follows:

        Three clients each accounted for over 10% of Company revenues in 2001. Our largest telecommunications client in 2001 accounted for approximately 30% of the Company's total revenues, while comprising approximately 36% of total revenues for the year ended December 31, 2000. Revenues from this client are derived from separate contractual arrangements with several different business units. Approximately 16% of our revenues were generated from another significant telecommunications client in 2001. This client contributed 5% of Company revenues in 2000. For the years ended December 31, 2001 and December 31, 2000, approximately 14% of our total revenues were generated by our largest financial services client.

        Management established as a priority early in 2001 to further stabilize the Company's operating platform through the implementation of a targeted cost reduction program. The successful implementation of these efforts is reflected in the Company's improved gross margin. For the year ended December 31, 2001, gross profit was $80.6 million, or approximately $13.1 million, or 14.0%, less than that earned in 2000. However, gross profit as a percentage of revenues, improved over the period from 31.7% to 34.0%.

        Selling, general and administrative ("SG&A") expenses decreased $13.8 million, or 17.9%, in the year ended December 31, 2001 versus 2000; however, because of the significant reduction in revenue year over year, as a percentage of revenues, SG&A expenses for the current year slightly increased to 26.6% versus 26.0%. The Company made a concerted effort at diligently reducing fixed and variable SG&A expenses in response to the revenue declines incurred during the year.

        Depreciation and amortization expenses in 2001 increased $0.5 million, or 3.4%, to $16.8 million versus the prior year. As a percentage of revenues, depreciation and amortization expenses increased to 7.1% in 2001 from 5.5% in 2000 primarily as a result of the reduction in revenues over the same period.

        Net interest expense decreased $1.4 million, or 24.4%, in the year ended December 31, 2001 as compared to the prior year due primarily to the reduction of the outstanding balance on the Company's revolving line of credit, which was reduced from $45.0 million at December 31, 2000 to $13.8 million at December 31, 2001.

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        Our statutory state and federal income tax benefit rate for the years ended December 31, 2000 and 2001 was approximately 40.0%. Our effective tax rate on reported taxable income or loss differs from the statutory rate due primarily to the non-deductibility, for tax purposes, of our goodwill amortization expense and the write-down of our deferred tax asset in 2001.

        The Company has a net deferred tax asset of $9.8 million at December 31, 2001, ($16.5 million less a valuation allowance of $6.7 million). The Company has historically generated a net operating loss for income tax purposes. In the past, the Company recognized a deferred tax asset reflecting the future benefits of this net operating loss. These future tax benefits expire through 2021. The Company periodically evaluates the realizability of the deferred tax asset, and in 2001 provided a $6.0 million reserve partially offsetting the future tax benefit, in recognition of the uncertain nature of realizing the longer term portion of the tax asset. The Company will continue to evaluate the realizability of the asset in light of future operating performance, and it may be necessary to adjust the valuation allowance in the future.

        Preferred dividends increased to approximately $7.6 million for the year ended December 31, 2001 from $6.8 million in the prior year. During 2001, dividends on the Preferred F Shares were not paid in cash, but were added to the investment value of such shares. Dividends on the Series D and E Preferred Stock are currently being paid in additional shares of Series D and E Preferred Stock, respectively. See "Notes to Consolidated Financial Statements-8. Shareholders' Equity and 9. Redeemable Series F Preferred Stock"

Historical Year Ended December 31, 2000 vs. Historical Year Ended December 31, 1999

        Aegis recognized a net loss available to common shareholders of $13.2 million or $0.25 per share for the year ended December 31, 2000 versus a net loss available to common shareholders of $35.4 million or $0.68 per share in 1999. Excluding $3.5 million ($2.2 million, net of taxes) in non-recurring charges, Aegis recognized a net loss available to common shareholders of $11.0 million or $0.21 per share in 2000. In 1999, excluding $20.4 million in a non-cash asset impairment charge and $0.5 million ($0.3 million, net of tax) in restructuring and other non-recurring charges, the net loss available to common shareholders was $14.7 million or $0.28 per share.

        Total revenues generated during the year ended December 31, 2000 were $295.4 million as compared to $246.3 in 1999, an increase of $49.1 million, or 19.9%. The increase in revenue in 2000 was due primarily to increases in inbound CRM revenues of approximately $62.0 million, or 50.4%, and high capacity utilization rates, especially in the fourth quarter of 2000. Marketing research revenues increased $0.7 million, or 2.4% during 2000 versus the prior year. For the years ended December 31, 1999 and 2000, our actual mix of revenues was as follows:

        As a result of the acquisition of one of our clients by our largest telecommunications client, and giving effect to this merger as if it occurred at the beginning of the period, for the year ended December 31, 2000, approximately 36% of our total revenues were generated by our largest

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telecommunications client. This client generated revenues representing approximately 24% of total revenues for the year ended December 31, 1999. Revenues from our largest telecommunications client are derived from separate contractual arrangements with several different business units. For the year ended December 31, 2000, approximately 14% of our total revenues were generated by our largest financial services client, as compared to approximately 16% in the prior year.

        For the year ended December 31, 2000, gross profit earned on revenues increased approximately $24.1 million, or 34.6%, from 1999, primarily due to the increased revenue and to cost reduction initiatives implemented in 2000. Gross profit as a percentage of revenues for 2000 was 31.7% as compared to 28.3% in the prior year. The increases in gross profit are due to improved capacity utilization resulting from the revenue increase, a reduction in operating costs due to the implementation of the cost reduction initiatives mentioned above and improved operating efficiencies resulting from the implementation of our site selection strategy discussed below.

        Our site selection strategy focuses on locating client service centers in areas where we believe Aegis can more effectively attract and retain employees and efficiently control front-line costs. In keeping with this site strategy, during the quarter ended September 30, 2000, we completed a portion of the build-out of a new 475-workstation client service center in Terre Haute, Indiana. The new center opened concurrent with the closing of our 120-seat center in Virginia Beach, Virginia on August 31, 2000.

        SG&A expenses increased $10.9 million, or 16.6%, in the year ended December 31, 2000 versus 1999; however, as a percentage of revenues, SG&A expenses for the current year were 26.0% versus 26.8% in 1999. The increase in dollar expense is primarily attributable to $6.4 million in special charges associated with unanticipated costs of certain employee benefits recorded in the second quarter 2000. The Company implemented a new employee health plan effective October 1, 2000.

        Following the new management team's initial assessment of the Aegis operating platform, management took aggressive steps beginning in the second quarter of 2000 to focus on its most profitable assets and to streamline the Aegis organization by reducing headcount not directly responsible for improving profitability. The reduction in SG&A expenses as a percentage of revenue in 2000, despite the special charges, was primarily due to cost reduction programs combined with rigorous financial controls implemented by management during the second quarter of 2000.

        Depreciation and amortization expenses increased $0.6 million, or 3.8%, in 2000 as compared to the prior year due to $0.8 million in charges associated with write-offs of the salvage value of outmoded equipment. As a percentage of revenues, depreciation and amortization expenses were 5.5% in 2000 versus 6.4% in the prior year. The decreases in depreciation and amortization expenses as a percentage of revenues are due primarily to the increase in revenues over the prior year periods and the reduction of acquisition goodwill amortization expense resulting from a non-cash asset impairment charge taken at March 31, 1999. See "Notes to Consolidated Financial Statements—4. Non-Cash Asset Impairment Charge."

        The Company's results for 2000 included non-recurring charges of $3.5 million ($2.2 million, net of tax) recorded in connection with the transition in the Company's executive management team and actions taken to implement the above noted broad-based turnaround plan designed to improve productivity and promote profitable revenue growth.

        Net interest expense decreased $1.7 million, or 23.3%, in the year ended December 31, 2000 as compared to the prior year due to the reduction of long-term debt, held throughout the year, resulting from the use of proceeds from the Company's sale of $46.75 million of Series F Preferred Stock on December 10, 1999.

        Our statutory state and federal income tax benefit rate for the years ended December 31, 1999 and 2000 was approximately 40.0%. Our effective tax rate on reported taxable income or loss differs from

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the statutory rate due primarily to the non-deductibility, for tax purposes, of our goodwill amortization expense and, in the prior year, to the non-deductibility of the non-cash asset impairment charge taken at March 31, 1999.

        Preferred dividends increased to approximately $6.8 million for the year ended December 31, 2000 from $1.2 million in the prior year as a result of the conversion of affiliated debt to Series D and E Preferred Stock and the sale of Series F Preferred Stock. During 2000, dividends on the Series F Preferred Stock were not paid in cash, but were added to the investment value of such shares. Dividends on the Series D and E Preferred Stock were paid in additional shares of Series D and E Preferred Stock, respectively. See "Notes to Consolidated Financial Statements—8. Shareholders' Equity and 9. Redeemable Series F Preferred Stock" Stock"

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

        Customer solutions revenues earned under contracts based on time incurred and/or on transactions handled are recognized when the related services are performed at rates expected to be realized under the contracts. Customer solutions revenues earned under contracts based on successful sales are recognized on the date such sale is verified by the customer. Marketing research revenues are recognized as services are performed. Unearned revenues related to such services are included in other current liabilities and will generally be recognized during the following year. Principally all clients have the contractual right to, and from time to time do, audit documentation in support of their respective billings. While management believes all such billings are proper and accurate, the Company periodically records reserves against revenues representing management's best estimate of billing adjustments or concessions that may be made as a result of such audits.

Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Key estimates and assumptions impacting the amounts recorded in the consolidated financial statements include reserves for recoverability of receivables and the deferred tax asset, as well as liability reserves related to transmission commitments.

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LIQUIDITY AND CAPITAL RESOURCES

        The following table sets forth certain information from the Company's statements of cash flows for the periods indicated:

        We have historically utilized cash flow from operations, available borrowing capacity under our Credit Agreement, subordinated indebtedness provided by certain of our shareholders (primarily Thayer Capital) and the issuance of convertible preferred stock to meet our liquidity needs. We anticipate that cash flow from operations and funds available under our revolving line of credit, as amended will enable us to meet our liquidity needs for the foreseeable future. See "Credit Agreement" below.

        Cash provided by operating activities was $41.7 million in 2001 as compared to cash used in operating activities of $0.6 million in the prior year. Increased operating income resulting from improved gross profit margins, the successful implementation of the Company's cost reduction programs and improved management of accounts receivable and working capital are responsible for the improvement.

        Capital expenditures have consisted primarily of new telecommunications equipment and information technology hardware and software required in the upgrade and expansion of our operations including the build-out of new client service centers and the upgrade or replacement of workstations in our existing facilities. Total capital expenditures in 2001 were $13.6 million. Of the $13.6 million, $6.6 million was financed with capital leases. The remaining capital expenditures during 2001 were funded with proceeds from bank borrowings under our revolving line of credit and available cash. See "Credit Agreement" below.

        Cash used in financing activities during 2001 was $34.8 million, and consisted primarily of the reduction in the outstanding balance on the Company's revolving line of credit. Principal payments made during 2001 reduced the balance on the revolver to $13.8 million at December 31, 2001 from $45.0 million at December 31, 2000. See "Credit Agreement" below.

Contractual Obligations and Commercial Commitments

        The following tables set forth certain information concerning the Company's contractual obligations and commercial commitments at December 31, 2001 and outlines the Company's expected future payments to be made under such obligations and commitments:

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        Long-term debt at December 31, 2000 and 2001, is summarized below:

        Future maturities of long-term debt at December 31, 2001 are as follows:

        Future minimum lease payments for all noncancelable leases with initial or remaining terms of one year or more at December 31, 2001 are as follows:

        The Company has entered into agreements with telephone long distance carriers which currently range from one to three years, and which provide for annual minimum usage requirements. The remaining minimum obligation under these agreements is approximately $47,000. As of December 31, 2001, the Company has accrued $4,037 in current liabilities related to transmission expense incurred in 2001. For further information on the Company's contractual obligations and commercial commitments, see "Notes to Consolidated Financial Statements—5. Long-Term Debt, 7. Leases and 12. Commitments and Contingencies."

1999 Questor Transaction

        In an effort to reduce outstanding debt on our balance sheet in 1999, thereby providing us the needed flexibility to renegotiate our bank revolving Credit Agreement and cure then outstanding defaults, and provide access to working capital to fund future operations, on December 10, 1999, we completed the sale of 46,750 shares of newly issued Series F Preferred Stock to the Questor Investors for an aggregate purchase price of $46.75 million. The Series F Preferred Stock are entitled to receive

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dividends, in preference to all other capital stock of the Company, except for the Company's Series B Preferred Stock, at the rate of 9.626% per annum, which accrue and cumulate from their original issue date. The dividends on the Series F Preferred Stock accrue on each share from its issuance on a daily basis, whether or not earned or declared. To the extent that dividends have not been paid in-cash on any March 31, June 30, September 30 or December 31 of any year, all such dividends are added to the investment value of such shares. The Series F Preferred Stock also participate, on an as-converted basis, with the Common Stock in any dividends that may be declared and paid after the payment of preferential dividends. The Series F Preferred Stock are convertible into shares of Common Stock on the basis of one share of Common Stock per $1.00 of investment value of the Series F Preferred Stock. The Series F Preferred Stock vote on an as-converted basis. We used the proceeds from the sale of the Preferred F Shares to repay outstanding bank debt and pay transaction expenses. For the years ended December 31, 2000 and 2001, accrued dividends on the Series F Preferred Stock were added to the investment value of such shares.

Credit Agreement

        In conjunction with the December 10, 1999 closing of the Questor Transaction and the associated repayment of bank debt, we entered into the Third Amended and Restated Credit Agreement (the "Credit Agreement") with Bank of Nova Scotia ("Scotiabank") and Credit Suisse First Boston ("CSFB"), thereby curing all outstanding defaults through December 31, 1999. Under the amended agreement, our lenders expanded their aggregate revolving commitments under the Credit Agreement from $30.0 million to $45.0 million at closing. We met certain financial targets in the fourth quarter of 1999, which resulted in a $1.5 million increase in the commitment under the Credit Agreement, and we met certain financial targets in the first quarter of 2000, which resulted in an additional $2.5 million increase in the commitment. The Credit Agreement matures June 30, 2003. Borrowings under the Credit Agreement bear interest at fluctuating rates based upon prime rate or the London Interbank Borrowing Offered Rate ("LIBOR") at the Company's election. The margin above the applicable prime rate or LIBOR is determined based upon the funded debt to earnings before interest, taxes, depreciation and amortization ratio. The weighted-average interest rate on the outstanding balances of $45.0 million and $13.8 million at December 31, 2000 and 2001 was 8.6% and 4.2%, respectively. Interest payments are due quarterly.

        As a result of charges recorded in the second quarter of 2000 (see "Results of Operations" above), the Company was in default of certain covenants of the Credit Agreement at June 30, 2000. On July 28, 2000, following negotiations with Scotiabank and CSFB, we entered into the First Amendment to the Credit Agreement (the "First Amendment"), which: i) waived the Company's default under certain financial covenants of the Credit Agreement; and ii) amended and restated certain covenants of the agreement related to the interest rate, availability under the revolving line of credit, and certain financial targets. As a result of the First Amendment, the Company's borrowing base under the Credit Agreement was restricted to $49.0 million. At December 31, 2001 and 2000, the Company was in compliance with the covenants of the Credit Agreement, as amended. At December 31, 2001, we estimated that our available borrowing capacity under the amended Credit Agreement was approximately $18.0 million.

Subordinated Indebtedness

        In 1996, IQI issued a subordinated note payable to a shareholder aggregating $3.0 million due November 2003. In December 1997, IQI and the shareholder consummated an agreement to settle outstanding issues between the shareholder, IQI and Thayer Capital (IQI's principal shareholder). As part of such settlement, the aggregate principal balance of the note was reduced to $1.0 million and the interest rate increased from 8% to 12% on the remaining note. The $2.0 million reduction to the shareholder note was treated as a contribution of capital by the shareholder.

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        In connection with the March 1998 amendment to the Credit Agreement, IQI issued a subordinated note payable to Thayer Capital of $2.0 million due August 31, 2003 with interest payable quarterly at an annual rate of 15%. Proceeds from the note payable were used for working capital purposes and to pay down a $1.0 million of the term portion of the Credit Agreement. Payments under the note payable are subordinated to the Credit Agreement. Therefore, quarterly accrued interest is rolled into the principal balance of the note payable. At December 31, 2000 and 2001, the balance due on the note payable was approximately $3.0 million and $3.5 million, respectively and the Company recognized $0.4 million, $0.4 million and $0.5 million in interest expense during 1999, 2000 and 2001, respectively pursuant to the note payable.

        Prior to the Merger, on July 6, 1998, the Company received an additional financing commitment from Thayer Capital and certain other shareholders of IQI. Under the commitment, the Thayer-led group agreed to lend the Company, at our election, up to an additional $4.0 million in subordinated indebtedness at any time within 90 days after the Merger. As of October 23, 1998, we had drawn the full commitment amount of $4.0 million. In connection with this commitment and effective upon the Merger, the Company issued the Thayer-led group additional warrants to purchase up to 350,000 shares of our Common Stock at an exercise price of $2.375 per share and provided certain anti-dilution protection. This indebtedness is convertible into our Common Stock at a conversion price of $2.375 per share. This debt is in addition to, and on the same basic terms as, the subordinated debt that Thayer Equity had previously loaned to us. These borrowings were subsequently converted to preferred stock. See "Notes to Consolidated Financial Statements—6. Subordinated Indebtedness and 8. Shareholders' Equity."

        In connection with the Merger, Thayer Capital provided the Company with $6.8 million in subordinated indebtedness as well as a guarantee for $2.0 million in bridge financing to assist in funding the Company's working capital needs. This subordinated indebtedness is convertible into shares of our Common Stock at a conversion price of $2.00 per share. In connection with the guarantee, and for additional consideration of $110,000, the Company issued to Thayer Equity warrants to purchase 1,100,000 shares of our Common Stock at an exercise price of $1.96. These borrowings were subsequently converted to preferred stock. See "Notes to Consolidated Financial Statements—6. Subordinated Indebtedness and 8. Shareholders' Equity."

        On March 30, 1999, Thayer Equity provided the Company with approximately $5.7 million in additional subordinated indebtedness. Approximately one-half of the proceeds from this financing were used to pay down bank debt and the remainder for working capital purposes. The additional indebtedness is convertible into our Common Stock at a conversion price of $1.15 per share. This debt is in addition to, and on the same basic terms as, the subordinated debt that Thayer Equity had previously loaned to us. The note payable matures on August 31, 2003 with interest payable at a 12% annual rate. Payments under the note payable are subordinated to the Credit Agreement; therefore, quarterly accrued interest is rolled into the principal balance of the note payable. At December 31, 2000 and 2001, the balance due on the note payable was $7.0 million and $7.9 million, respectively and the Company recognized $0.8 million and $0.9 million in interest expense during 2000 and 2001, respectively pursuant to the note payable.

Note Receivable

        As of December 31, 2000, Michael G. Santry, a former director of the Company, owed the Company approximately $2.2 million, including accrued interest, under a secured promissory note dated September 16, 1997. The note bears interest at an annual rate of 7% and is secured by 7,000 shares of our Common Stock, options to purchase 1,750,000 shares of our Common Stock held by Mr. Santry and other collateral. On May 26, 2000, under the terms of an amended and restated promissory note and an amended pledge agreement, the Company extended the term of the loan until March 31, 2001 and Mr. Santry agreed to pay accrued but unpaid interest on the loan for the period October 1, 1999 through September 30, 2000, pay rent on office space sub-leased from the Company, and make certain

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other payments to the Company. On July 1, 2000, October 1, 2000 and January 1, 2001, Mr. Santry defaulted on certain payment conditions of the amended and restated secured promissory note. As a result, the Company exercised its rights under the amended and restated secured promissory note to cancel options to purchase 1,312,500 shares of our Common Stock held by Mr. Santry. Mr. Santry resigned as a director of the Company on August 9, 2000. Mr. Santry remains obligated under the promissory note, which remains secured by the collateral described above, less the cancelled options. Because Mr. Santry was an affiliate of the Company and the amount of the loan had been outstanding for more than one year, the balance of the note receivable was reclassified as a reduction to additional paid-in capital in shareholders' equity in the fourth quarter of 1999. On July 5, 2001, the Company filed suit in the District Court of Dallas County to recover the monies owed. In January 2002, Aegis was granted a summary judgment in this case; however, terms of the judgment are not yet final. Any amounts received from a favorable judgement will be recorded as capital upon receipt.

Growth Strategies

        We primarily compete in the segment of the customer relationship management CRM market that provides progressive corporations with outsourced multi-channel support (customer interaction support across multiple communications channels including the Internet, e-mail and the telephone). The CRM industry is very competitive and is spread among many competitors, including a large number of in-house organizations and numerous independent providers like Aegis. To compete more effectively in this market, in March 2000, we introduced a suite of web-enabled customer care capabilities that transformed a number of our production workstations into multi-channel capable workstations able to handle a variety of customer interactions, especially those originating from the Internet. The transformation of additional workstations into web-enabled stations will require capital expenditures and may require additional borrowing, including utilizing funds available under the existing Credit Agreement.

        We also anticipate the continued implementation of our site selection strategy, which focuses on locating client service centers in areas where we believe Aegis can more effectively attract and retain employees and efficiently control front-line costs. Our growth and continued implementation of our growth strategies may necessitate additional client service centers and such facilities will require furniture, equipment and technology consistent with our existing facilities. Any additional client service centers will require capital expenditures and may require additional borrowing under the existing Credit Agreement. In addition, expenses associated with such centers may temporarily adversely affect operating income. Additionally, management periodically evaluates strategic alternatives for maximizing the value of certain assets, including divestiture and expansion. Opportunities to optimize our portfolio of assets are actually considered, and we seek to execute transactions when beneficial to the Company.

        Although no assurances can be made in this regard, based on our ability to secure such financing to date, our current availability under the Credit Agreement and anticipated cash flow from operations, management anticipates that for the foreseeable future we should be able to sufficiently fund the combination of our future working capital needs, expenditures to improve our technology platform, and the capital equipment requirements for the build-out of additional facilities needed to meet unanticipated growth.

Recently Issued Accounting Pronouncements

        In June 2001, the FASB issued SFAS No. 141 "Business Combinations" ("SFAS 141") and SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 supersedes APB 16 and eliminates pooling of interests accounting prospectively. It also provides guidance on purchase accounting related to the recognition of intangible assets and financial statement disclosures. SFAS 142 changes the accounting for certain intangibles, including goodwill, from an amortization method to an impairment-only approach. Under the provisions of SFAS 142, intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually, or more frequently if events or

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changes in circumstances indicate that the asset might be impaired, using a two step impairment assessment. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impartment is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss, if any.

        SFAS 141 and SFAS 142 are effective for all business combination completed after June 30, 2001. Companies are required to adopt SFAS 142 for fiscal years beginning after December 15, 2001, but early adoption is permitted under certain circumstances. It is anticipated that the adoption of SFAS 141 will not have a material impact on the Company's results of operations and financial position. The Company is required to implement SFAS 142 on January 1, 2002, and the expected impact of the adoption of SFAS 142 on the fiscal 2002 results of operations is the discontinuation of recording $2.4 million of amortization expense associated with goodwill. The Company has a six-month period to complete the first step of the transitional goodwill impairment test. The amounts used in the transitional impairment test will be measured as of January 1, 2002. If the carrying amount of the net assets of a reporting unit (including goodwill) exceeds the fair value of that reporting unit, the second step of the transitional impairment test must be completed no later than June 30, 2002. Management has not yet determined what impact, if any, the transition impairment test will have on the Company's results of operations and financial position.

        In August 2001 the FASB issued SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 supersedes SFAS No. 121, and the accounting and reporting provision of APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of business" (as previously defined in that Opinion). SFAS 144 also amends ARB No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The Company is required to implement SFAS 144 on January 1, 2002, and is in the process of determining the impact, if any, that this statement will have on its results of operations and financial position.

OUTLOOK AND UNCERTAINTIES

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

        Certain information in this Form 10-K contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new services, any statements regarding future economic conditions or performance and any statement of assumptions underlying any of the foregoing. Terms such as "anticipates", "believes", "estimates", "expects", "plans", "predicts", "may", "should", "will", and "intends," the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to those summarized below:

Control by Principal Shareholders

        The Questor Investors (through their ownership of the convertible Series E and Series F Preferred Stock and Common Stock) collectively own at December 31, 2001, on an as-converted basis, approximately 55.0% of our voting issued and outstanding common stock and approximately 44.4% of our Common Stock and Common Stock equivalents outstanding.

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        Thayer Capital and its affiliates (through their ownership of Common Stock, warrants, convertible subordinated debt and convertible Series D and Series E Preferred Stock) collectively own approximately 26.3% of our Common Stock and Common Stock equivalents outstanding. The Series D and Series E Preferred Stock are non-voting; therefore, Thayer holds approximately 17.4% of our voting equity securities.

        Under the terms of a Stockholders Agreement among, Questor, Thayer and certain other stockholders of the Company, Questor and Thayer each has the right to nominate six of twelve board members and to approve certain major decisions (described below). As a result, Questor and Thayer can exercise significant control over the outcome of substantially all matters that require a Board of Directors or shareholder vote. This fact may discourage, delay or prevent a change in control of Aegis. In addition, since our officers serve at the pleasure of the Board of Directors, the Thayer and Questor investors may be able to exert influence over day-to-day operations.

        The Stockholders Agreement provides that the parties to the agreement satisfy a "right of first offer" to the others prior to a transfer of its shares to a third party. The Stockholders Agreement also provides that the parties provide each other with certain "tag-along" rights in the event of a sale or transfer of shares to a third party. The parties are required to use their best efforts to vote all of their shares to elect and continue in office twelve directors, six of whom are nominated by Questor and six of whom are nominated by Thayer. Questor also agreed that from and after December 10, 1999, the Questor financing, it will use its best efforts to cause its Board designees to abstain from voting on any Board action in connection with the optional redemption of the Series F Preferred Stock. Further, the parties agreed that from and after the Closing they will use their best efforts to cause their Board designees to abstain from voting on any Board action in connection with the repayment of certain indebtedness owed to Edward Blank, a former director, and his affiliates, or the redemption or repurchase of any or all of either the Series D Preferred Stock or the Series E Preferred Stock. Additionally, each committee of the Board will be constituted so that the number of Questor Designees (as defined in the Stockholders Agreement) and Existing Stockholder Designees (as defined in the Stockholders' Agreement) on any such committee is as nearly as possible in the same proportion as the number of Questor Designees and Existing Stockholder Designees on the entire Board.

        The Stockholders' Agreement and the Bylaws also provides that certain major decisions will require the affirmative vote of not less than three-fourths of the directors of the Board. The list of major decisions include:

•

issuing shares, including any indebtedness convertible into shares, or any other form of equity in the Company or any subsidiary of the Company other than a) granting options to directors or employees of the Company pursuant to any incentive or other benefit plan adopted by the Board, b) issuing shares of Common Stock pursuant to the exercise of such options and c) issuing shares of Common Stock or any security, including any debt convertible into shares of Common Stock, or any other form of equity in the Company, in one or more offerings, where the aggregate purchase price for all such issuances does not exceed $500,000;

•

adoption of any stock-based employee benefit plan by the Company;

•

incurring debt or entering into guarantees for borrowed money (excluding trade payables) in excess of $2,500,000 in a 12 month period, subject to certain exceptions;

•

selling, leasing, pledging or granting a security interest or encumbrance in all or substantially all of the Company's or any subsidiary of the Company's assets, except in connection with the incurrence of indebtedness for borrowed money that does not involve a major decision under 3 above;

•

acquiring (whether through an asset purchase, merger, equity purchase or otherwise) any assets (excluding acquisitions of raw materials and supplies in the ordinary course of business) having a

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value, individually or in the aggregate for any series of related transactions, in excess of $2,000,000;

•

selling or otherwise disposing of any assets (excluding sales or other dispositions of inventory in the ordinary course of business) having a value, individually or in the aggregate for any series of related transactions, in excess of $2,000,000;

•

amending the Bylaws or the Certificate of Incorporation of the Company;

•

any Change of Control Transaction;

•

executing or delivering any assignment for the benefit of creditors of the Company;

•

filing any voluntary petition in bankruptcy or receivership with respect to the Company; and

•

taking any action while there is a vacancy on the Board, including without limitation the filling of such vacancy.

        In addition, under the stockholders agreement, each of Questor and Thayer may nominate six directors to the board. Although we expect that our board of directors will be able to resolve major business issues, we cannot assure you that deadlocks will not occur.

Shares Available for Future Sale

        Questor, Thayer and their respective affiliates combined, own approximately 70.7% of our Common Stock and Common Stock equivalents outstanding and approximately 72.4% of our voting equity securities (through their ownership of Common Stock, warrants, convertible subordinated debt and convertible preferred stock). Although Questor, Thayer and other affiliates of Aegis are restricted to some extent from reselling their respective shares of Aegis Common Stock under applicable securities laws, both possess registration rights with respect to the shares of capital stock they own that can be exercised at any time. We cannot predict the effect that future sales of stock, especially by Questor or Thayer, will have on the market price of Aegis Common Stock prevailing from time to time. Sales of substantial amounts of Aegis Common Stock (including shares issued upon the conversion of preferred stock or the exercise of stock options), and even the perception that such sales could occur, may adversely affect prevailing market prices for Aegis Common Stock.

New Management

        Our future success depends in large part on the efforts and abilities of management. During 2001 we continued to make enhancements to our management organization. We promoted Herman M. Schwarz, the President of our E&L marketing research division to President and Chief Executive Officer of Aegis, elevated our Vice President of Information Services, Angelo Macchia, to Executive Vice President Chief Information Officer, and promoted Joseph Marinelli to Executive Vice President—Operations. We also expanded the role of the Chief Financial Officer to include responsibilities for Corporate Development, created the position of Executive Vice President—Business Development and named Lee Waters as our new Executive Vice President of Client and Market Development.

Dependence on Key Personnel

        The success of Aegis depends in large part on the abilities and continued service of our executive officers and other key employees and our ability to hire and retain qualified executive officers and key personnel. We cannot assure you that we will be able to hire or retain these people. Losing one or more of them could materially and adversely affect our results of operations.

Reliance on Major Clients

        We have historically relied on a few major clients for the bulk of our revenue. In 2001, three separate clients accounted for approximately 30%, 16% and 14% of our revenues, respectively. Relying

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on one or a few major clients includes a number of more specific business risks that may adversely impact our ability to derive revenue from the client, including:

•

the risk that a client unilaterally decides to curtail or terminate marketing programs;

•

the risk that service or billing disputes may adversely impact the client's desire to utilize the provider's services;

•

the risk that the customer may decide to reduce the number of providers of the subject services or otherwise consolidate its operations; and

•

the risk that financial, competitive or operational pressure on the client may inhibit its ability to purchase services from outside providers or prompt the client to negotiate lower fees for services provided.

        For example, in the first quarter of 2001, VoiceStream terminated its contract with us, and other CRM providers, and moved its CRM business in-house in an effort to reduce costs. Other customers may do the same. Many of our clients are concentrated in the telecommunications, financial services, and consumer goods industries. A significant downturn in any of these industries or a trend away from their use of telephone-based sales, marketing research or outsourced customer relationship management services could materially and adversely affect our business. Although we believe our relations with our major clients are good, the loss of one or more of our major clients could have a material adverse effect on our operating results. See "Item 1. Business—Reliance on Major Clients."

Leverage and Future Capital Requirements

        At December 31, 2001, we had borrowed $13.8 million under our revolving line of credit, had long-term capital leases of approximately $2.7 million and subordinated indebtedness of $12.4 million, which results in a total debt to total capitalization ratio of approximately 28.0%. Our tangible net book value (including Series F Preferred Stock) was approximately $30.8 million at December 31, 2001. Although we used the net proceeds from the Questor Transaction to reduce our outstanding bank debt by approximately $42.0 million, our leverage could still adversely affect our ability to obtain additional financing for working capital, acquisitions or other purposes and could make our business more vulnerable to economic downturns and competitive pressures. Our future capital requirements and the sufficiency of available funds will depend on numerous factors that are difficult to predict, including results of operations, the timing and cost of acquisitions and efforts to expand existing operations. If funds available through the Credit Agreement, subordinated indebtedness and cash flows from operations are insufficient to meet current or planned operating requirements, we will be required to obtain additional funds through additional equity or debt financings or from other sources. Any additional equity financings may be dilutive to our stockholders and the terms of any debt financings are likely to contain restrictive covenants that limit our ability to pursue certain courses of action. In addition, the terms of the Credit Agreement and the Questor Transaction limit our ability to incur debt other than pursuant to the existing facilities. We cannot assure you that additional funding will be available on acceptable terms, if at all. If adequate funds are not available, we may be required to restructure our existing indebtedness or forego strategic decisions or delay, scale back or eliminate operations, which could have a material adverse effect on our business, financial condition and results of operations.

Factors Affecting Ability to Manage and Sustain Growth

        We anticipate that the trend toward outsourcing of telephone and Internet-based sales, marketing, and customer relationship management activities, as well as increased penetration of new and existing clients and markets will drive future growth. A number of other factors, including the effective and timely initiation and development of client relationships, the opening of new client service centers the recruitment, motivation and retention of qualified personnel, the slowing U.S. economy, and intensified competition among our telecommunications clients will affect growth. Sustaining growth will also require better and faster systems and additional management, operational and financial resources. We cannot assure you that we will be able to manage expanding operations effectively or maintain or accelerate growth.

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Dependence on Outsourcing Trend and Industries Served

        Our growth depends in part on continued demand for our services prompted by the outsourcing trend, as well as continued growth in the industries we serve. If the interest in outsourcing wanes or there is a significant downturn in the telecommunications, financial services, consumer products, entertainment or other industries, we could be materially and adversely affected.

Possible Volatility of Stock Price

        Our stock price can be volatile, in response to:

•

sales or proposed sales by Questor, Thayer or other affiliates;



•

variations in quarterly operating results;



•

the depth and liquidity of the market for Aegis Common Stock;



•

investor perception of Aegis and the industry in which it competes;



•

the gain or loss of significant customer contracts;



•

changes in management;



•

changes in or new services by Aegis or competitors;



•

general trends in the industry; and



•

other events or factors.

        In addition, the stock market generally has experienced extreme price and volume fluctuations, which have particularly affected the market price for many companies in similar industries and which have often been unrelated to the operating performance of these companies. These broad market fluctuations may adversely affect the market price of Aegis Common Stock. Since July 9, 1998, the market price per share of Aegis Common Stock has ranged from $3.50 to $0.13. On March 20, 2002, the closing bid price for the Company's stock was $0.30.

Potential Fluctuations in Quarterly Operating Results

        We could experience quarterly variations in revenues and operating income as a result of many factors, including:

•

the commencement or termination of significant CRM programs;



•

the timing of clients' marketing campaigns and customer service programs;



•

the timing of additional SG&A expenses incurred to acquire and support new business;



•

changes in Aegis' revenue mix among its various service offerings; and



•

price competition.

        In connection with certain contracts, we could incur costs in periods prior to recognizing revenue under those contracts. In addition, we must plan our operating expenditures based on revenue forecasts, and a revenue shortfall below such forecast in any quarter would likely materially and adversely affect our operating results for that quarter.

Risks Associated with Our Contracts

        Our contracts generally do not ensure a minimum level of revenue, and the profitability of each client program may fluctuate, sometimes significantly, throughout the various stages of such program. Although we seek to sign long-term contracts with our clients, our contracts generally enable the client

27

to terminate the contract, or terminate or reduce program call volumes, on relatively short notice. Although, certain of such contracts require the client to pay a contractually agreed amount in the event of early termination, others do not, and we cannot assure you that we will be able to collect such amount or that such amount, if received, will sufficiently compensate us for our investment in the canceled program or for the revenues we may lose as a result of early termination.

Government Regulation

        Both Federal and state governments regulate our business and the customer solutions industry as a whole. In addition to current laws, rules and regulations that regulate our business, bills are frequently introduced in Congress to regulate the use of credit information. We cannot predict whether additional Federal or state legislation will be enacted that regulates our business. Additional Federal or state legislation could limit our activities or increase our cost of doing business which could, in turn, cause our operating results to suffer. See "Item 1. Business—Government Regulation."

Dependence on Labor Force

        Our business is very labor intensive and characterized by high personnel turnover. Although by industry standards we believe our employees are highly qualified and well trained, many employees receive modest hourly wages and many are part-time employees. A higher turnover rate among our employees would increase our recruiting and training costs and decrease operating efficiencies and productivity. Some of our operations require specially trained employees. Growth in our business will require us to recruit and train qualified personnel at an accelerated rate from time to time. We cannot assure you that we will be able to continue to hire, train and retain a sufficient labor force of qualified employees. A significant portion of our costs consists of wages paid to hourly workers. An increase in hourly wages, costs of employee benefits or employment taxes could materially adversely affect us.

        During 2000, the United Steelworkers of America ("USWA") undertook an effort to organize the Company's call center workforce located in Elkins, West Virginia. The Company believes that a unionized workforce would be contrary to the Company's best interests, and to its employees', customers' and shareholders' best interests as well, and accordingly, vigorously opposed the unionization effort. Although the USWA ultimately withdrew its election petition in Elkins, there can be no assurances that the USWA or another union will not endeavor to organize the Company's workforce in Elkins or other call center locations. Unionization of the Company's workforce could materially and adversely affect our results of operations.

Competition

        Our industry is very competitive. We cannot assure you that, as the customer solutions industry continues to evolve, additional competitors with greater resources than ours will not enter the industry (or particular segments of the industry) or that our clients will not choose to conduct more of their telephone-based sales, marketing research or customer relationship management activities internally. The development of new forms of direct sales and marketing techniques, such as interactive home shopping through television, computer networks, including the Internet, and other media, could adversely effect the demand for our services. In addition, the increased use of new telephone-based technologies, such as interactive voice response systems, and increased use of the Internet as a tool by our clients could reduce the demand for certain of our offered services. Moreover, the effectiveness of marketing by telephone could also decrease as a result of consumer saturation and increased consumer resistance to this direct marketing tool. Although we attempt to monitor industry trends and respond accordingly, we cannot assure you that we will be able to anticipate and successfully respond to such trends in a timely manner. See "Item 1. Business—Industry and Competition."

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Reliance on Technology and Computer Systems

        We rely on specialized telecommunications and computer technology to meet our clients' needs. We will need to continue to select, invest in and develop new and enhanced technology to remain competitive. Our future success will also depend on our ability to develop information technology solutions that keep pace with evolving industry standards and changing client demands. Our business is highly dependent on our computer and telephone equipment and software systems, the temporary or permanent loss of which could materially and adversely affect our business.

Telephone Service Dependence

        We depend on service provided by various local and long distance telephone companies. If service is disrupted or telephone costs increase significantly and we cannot recover those costs by increasing the price of our services, our operating results will suffer.

Risk of Business Interruption

        Our business will suffer if we are unable to protect our client service centers, computer and telecommunications equipment and software systems against damage from fire, power loss, telecommunications interruption or failure, technology failure or sabotage, natural disaster and other similar events. We may incur contractual damages to some clients or allow some clients to terminate or renegotiate their contracts with us if one of these events occurs. We maintain property damage and business interruption insurance, but it may not adequately compensate us for any losses we may incur.

Other Uncertainties

        We discuss other operating, financial or legal risks or uncertainties in this Form 10-K in specific contexts and in our other filings with the Commission. We are also subject to general economic risks, the risk of loss of a major customer and other risks and uncertainties.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We have exposure to market risk associated with the floating rate portion of the interest charged on our $49.0 million revolving Credit Agreement. The Credit Agreement, which matures on June 30, 2003, bears interest at fluctuating rates based on LIBOR or the prime rate at the Company's election. The Company's exposure to interest rate risk due to changes in LIBOR and prime rate is not expected to be material and, at December 31, 2001, the fair value of the Credit Agreement approximates its related carrying value because the obligation bears interest at the current market rate.

        We invest our cash reserves in high quality short-term liquid money market instruments with major financial institutions. The rate of interest earned on these investments varies with overall market rates. A hypothetical one hundred basis point change in the interest rate earned on these investments would not have a material effect on our income or cash flows.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        See pages F-1 through F-32 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        In a decision approved by the Audit Committee of the Company's Board of Directors, PricewaterhouseCoopers LLP ("PwC") was dismissed as the Company's independent accountants on August 22, 2001. PwC's reports on the Company's December 31, 2000 and 1999 consolidated financial statements contained no adverse opinion or disclaimer of opinion, and were not qualified or modified

29

as to audit scope, accounting principles or uncertainties. During the Company's two most recent fiscal years and through the date of the current report on Form 8-K dated August 28, 2001, the Company believes it had no disagreements with PwC on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused them to make reference to the subject matter of the disagreements in their reports. The Company requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether they agree with the foregoing; and providing any appropriate disclosure pursuant to Regulation S-K, Item 304(a)(1)(v). The letter dated August 28, 2001 was attached as Exhibit 16.1 to the current report on Form 8-K dated August 28, 2001, and incorporated by reference.

        Simultaneously with the dismissal of its former auditors on August 22, 2001, the Company engaged the accounting firm Arthur Andersen LLP ("Arthur Andersen") to be its independent accountants, replacing PwC. During the two most recent fiscal years and subsequent interim periods, the Company has not consulted with Arthur Andersen regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of disagreement on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures or a reportable event (as defined in Item 304(a)(1)(v) of regulation S-K).

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

        This information will be contained in the definitive proxy statement of the Company for the 2002 Annual Meeting of Stockholders under the captions "Election of Directors" and "Executive Officers" and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

        This information will be contained in the definitive proxy statement of the Company for the 2002 Annual Meeting of Stockholders under the caption "Compensation of Directors and Executive Officers" and is incorporated herein by reference. Information in the definitive proxy statement section entitled "Report of the Compensation Committee of the Board of Directors" and in the subsection entitled "Performance Graph" are not incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        This information will be contained in the definitive proxy statement of the Company for the 2002 Annual Meeting of Stockholders under the caption "Security Ownership of Certain Beneficial Owners and Management" and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        This information will be contained in the definitive proxy statement of the Company for the 2002 Annual Meeting of Stockholders under the caption "Certain Relationships and Related Transactions" and is incorporated herein by reference.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

31

32

33

        Copies of the above Exhibits are available to stockholders of current record at a charge of $0.50 per page, minimum of $5.00 each. Direct requests to:

Aegis Communications Group, Inc.
Attention: Secretary
7880 Bent Branch Drive, Suite 150
Irving, Texas 75063

34

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

35

36

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE (ITEM 14(A))

        All other schedules are omitted since the required information is not applicable or is not material or because the information required is included in the consolidated financial statements and notes thereto.

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
of Aegis Communications Group, Inc.

        We have audited the accompanying consolidated balance sheet of Aegis Communications Group, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001, and the related consolidated statements of operations, shareholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aegis Communications Group, Inc. and subsidiaries as of December 31, 2001, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

Arthur Andersen LLP

Dallas, Texas,
February 28, 2002

F-2

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
of Aegis Communications Group, Inc.

        In our opinion, the consolidated balance sheet as of December 31, 2000 and the related consolidated statements of operations, of shareholders' equity and of cash flows for each of the two years in the period ended December 31, 2000 present fairly, in all material respects, the financial position, results of operations and cash flows of Aegis Communications Group, Inc. and its subsidiaries at December 31, 2000 and for each of the two years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Dallas, Texas
March 2, 2001

F-3

Aegis Communications Group, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

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

F-4

Aegis Communications Group, Inc.

Consolidated Balance Sheets

December 31, 2000 and 2001

(In thousands, except share and per share amounts)

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

F-5

Aegis Communications Group, Inc.
Consolidated Statements of Shareholders' Equity
(In thousands, except share amounts)