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STARTEK, INC. FORM 10-Q INDEX

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

FORM 10-Q

(Mark One)

FOR THE QUARTERLY PERIOD ENDED June 30, 2002.

OR

FOR THE TRANSITION PERIOD FROM                              TO                             .

Commission File Number 1-12793

STARTEK, INC.
(Exact name of Registrant as specified in its charter)

100 Garfield Street
Denver, Colorado 80206
(Address of principal executive offices)
(Zip Code)

(303) 361-6000
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

        Common Stock, $.01 Par Value—14,162,621 shares as of August 12, 2002.

STARTEK, INC.

FORM 10-Q

INDEX

Part I. FINANCIAL INFORMATION

    Item 1. Financial Statements (unaudited)

STARTEK, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
(dollars in thousands)

See notes to condensed consolidated financial statements.

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STARTEK, INC. AND SUBSIDIARIES

Condensed Consolidated Income Statements
(dollars in thousands, except per share data)
(unaudited)

See notes to condensed consolidated financial statements.

4

STARTEK, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)

See notes to condensed consolidated financial statements.

5

STARTEK, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)

1. Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In management's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results during the three and six months ended June 30, 2002 are not necessarily indicative of operating results that may be expected for the full year or any other interim period.

        The condensed consolidated balance sheet as of December 31, 2001 was derived from audited financial statements, but does not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to consolidated financial statements and footnotes thereto included in StarTek, Inc.'s annual report on Form 10-K for the year ended December 31, 2001.

New Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations completed after June 30, 2001. SFAS No. 142 prohibits the amortization of goodwill intangible assets with indefinite useful lives. SFAS No. 142 requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their estimated useful lives. The Company adopted SFAS No. 141 and No. 142 on January 1, 2002, and the adoption of these statements did not result in any material impact.

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs. The Company will adopt SFAS No. 143 in the first quarter of fiscal year 2003. The Company believes the adoption of SFAS No. 143 will not have a material impact on the Company.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which establishes one accounting model to be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of", and the accounting and reporting provisions of Accounting Principles Board 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". The Company adopted SFAS No. 144 on January 1, 2002 and the adoption of this statement did not result in any material impact.

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2. Earnings Per Share

        Basic earnings per share is computed based on weighted average number of common shares outstanding. Diluted earnings per share is computed based on weighted average number of common shares outstanding plus effects of outstanding stock options using the "treasury stock" method.

3. Loss on Impaired Investment

        In January 2001, the Company purchased an investment in Six Sigma, LLC ("Six Sigma"). Six Sigma provided its audited financial statements, which included an unqualified independent auditors' opinion. The purpose of Six Sigma was to provide revolving platform financing to its customer, a national mortgage company ("Mortgage Company") and all advances were to be secured by first mortgages or deeds of trust on residential properties located in 47 different states. Six Sigma was to receive interest from the Mortgage Company and a portion of the loan origination fees. Subsequently, a federal court placed the Mortgage Company into receivership based on allegations by the Securities and Exchange Commission that the president of the Mortgage Company had misappropriated large amounts of funds. The concurrent default on the line of credit extended by Six Sigma to the Mortgage Company triggered a bankruptcy filing by Six Sigma. Based on the limited information available to the Company, the Company believed its investment in Six Sigma had been impaired, and in the quarter ended March 31, 2001, took a charge for a loss on the entire investment balance of $3,000 and accrued interest and fees of $40.

4. Investments

        As of December 31, 2001, investments available for sale consisted of:

        As of June 30, 2002, investments available for sale consisted of:

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        As of June 30, 2002, amortized costs and estimated fair values of investments available for sale by contractual maturity were:

        Equity securities primarily consisted of publicly traded common stock of US based companies, equity mutual funds, and real estate investment trusts.

        As of December 31, 2001, the Company was invested in trading securities, which, in the aggregate, had an original cost and fair market value of $8,344 and $8,479, respectively. As of June 30, 2002, the Company was invested in trading securities, which, in the aggregate, had an original cost and fair market value of $8,266 and $7,911, respectively. Trading securities consisted primarily of US and international mutual funds and investments in limited partnerships. Certain investments include hedging and derivative securities. Trading securities were held to meet short-term investment objectives. As part of trading securities and as of June 30, 2002, the Company had sold call options for a total of 2,000 shares of US equity securities which, in the aggregate, had a basis and fair market value of $3 and $5, respectively, and sold put options for a total of 48,900 shares of US equity securities which, in the aggregate, had a basis and fair market value of $25 and $30, respectively. The foregoing call and put options were reported net as components of trading securities and expire between July 20, 2002 and August 17, 2002.

        Risk of loss to the Company regarding its current investments in the event of nonperformance by any party is not considered substantial. Because of potential limited liquidity of some of these instruments, recorded values of these transactions may be different from values that might be realized if the Company were to sell or close out the transactions. Such differences are not considered substantial to the Company's results of operations, financial condition, or liquidity. The foregoing call and put options may involve elements of credit and market risks in excess of the amounts recognized in the Company's financial statements. A substantial decline and/or change in value of equity securities, equity prices in general, international equity mutual funds, investment limited partnerships, and/or call and put options could have a material adverse effect on the Company's portfolio of trading securities. Also, trading securities could be materially and adversely affected by increasing interest and/or inflation rates or market expectations thereon, poor management, shrinking product demand, and other risks that may affect single companies, as well as groups of companies.

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5. Inventories

        The Company purchases components of its clients' products as an integral part of its supply chain management services. At the close of an accounting period, packaged and assembled products (together with other associated costs) are reflected as finished goods inventories pending shipment. The Company generally has the right to be reimbursed from its clients for unused inventories. Client-owned inventories are not valued in the Company's balance sheet. Inventories consisted of:

6. Principal Clients

        The following table represents revenue concentrations of the Company's principal clients:

*

Represents less than 10% of total revenue.

        The loss of a principal client and/or changes in timing or termination of a principal client's product launch or service offering would have a material adverse effect on the Company's business, revenues, operating results, and financial condition. To limit the Company's credit risk, management performs ongoing credit evaluations of its clients. Although the Company is directly impacted by economic conditions in which its clients operate, management does not believe substantial credit risk existed as of June 30, 2002.

7. Comprehensive Income

        Financial Accounting Standards Board Statement No. 130, "Reporting Comprehensive Income", establishes standards for reporting and display of comprehensive income. Comprehensive income is defined essentially as all changes in stockholders' equity, exclusive of transactions with owners. Comprehensive income was $3,084 and $2,526 for the three months ended June 30, 2001 and 2002, respectively. Comprehensive income was $3,590 and $6,507 for the six months ended June 30, 2001 and 2002, respectively.

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

        All statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" or elsewhere in this Form 10-Q which are not statements of historical facts are forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements are preceded by terms such as "may", "will", "should", "anticipates", "expects", "believes", "plans", "future", "estimate", "continue", and similar expressions. The following are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, inflation and general economic conditions in the Company's and its clients' markets, risks associated with the Company's reliance on principal clients, loss or delayed implementation of a large project or service offering for a principal client, which could cause substantial quarterly variation in the Company's revenues and earnings, difficulties in managing rapid growth, risks associated with rapidly changing technology, dependence on labor force, risks associated with international operations and expansion, control by principal stockholders, dependence on key personnel, dependence on key industries and trends toward outsourcing, risks associated with the Company's contracts, highly competitive markets, risks of business interruptions, volatility of the Company's stock price, risks related to the Company's Internet web site operations, risks related to the Company's portfolio of Internet domain names, and risks related to changes in valuation of the Company's investments. These factors include risks and uncertainties beyond the Company's ability to control; and, in many cases, the Company and its management cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by use of forward-looking statements. Similarly, it is impossible for management to foresee or identify all such factors. As such, investors should not consider the foregoing list to be an exhaustive statement of all risks, uncertainties, or potentially inaccurate assumptions. All forward-looking statements herein are made as of the date hereof, and the Company undertakes no obligation to update any such forward-looking statements. All forward-looking statements herein are qualified in their entirety by information set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations"—"Factors That May Affect Future Results" section of the Company's annual report on Form 10-K for the year ended December 31, 2001.

        The following table sets forth certain unaudited condensed consolidated income statement data expressed as a percentage of revenues:

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001

        Revenues.    Revenues increased $1.0 million, or 2.4%, from $42.3 million to $43.3 million during the three months ended June 30, 2001 and 2002, respectively. This increase was largely due to increased technical support services to certain clients partially offset by a decrease in supply chain

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management revenues from one of the Company's largest clients which provided 56.9% and 27.1% of revenues in the three months ended June 30, 2001 and 2002, respectively.

        Microsoft's European contract with the company was not renewed when it expired on June 30, 2002. While this negatively impacted revenues in the second quarter, due to the ramp-down schedule, and beyond, operating profits have not been, and are not expected to be, materially adversely affected because of the low operating margins of this revenue. Management has adjusted personnel levels and infrastructure accordingly.

        Cost of Services.    Cost of services increased $0.3 million, or 0.8%, from $31.9 million to $32.2 million during the three months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, cost of services was 75.5% and 74.3% during the three months ended June 30, 2001 and 2002, respectively. This percentage amount declined primarily as a result of changes in the mix of services provided, partially offset by a shift in managers to operations.

        Gross Profit.    Gross profit increased $0.7 million, or 7.2%, from $10.4 million to $11.1 million during the three months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, gross profit was 24.5% and 25.7% during the three months ended June 30, 2001 and 2002, respectively.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses decreased $1.1 million, or 18.1%, from $6.2 million to $5.1 million during the three months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, selling, general and administrative expenses were 14.7% and 11.8% during the three months ended June 30, 2001 and 2002, respectively. The decrease in selling, general and administrative expenses as a percentage of revenue and by $1.1 million was primarily due to a shift in managers to operations, partially offset by the hiring of senior level management, which the Company has substantially completed.

        Operating Profit.    As a result of the foregoing factors, operating profit increased from $4.2 million to $6.0 million during the three months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, operating profit was 9.8% and 13.9% during the three months ended June 30, 2001 and 2002, respectively.

        Net Interest Income and Other.    Net interest income and other decreased $1.2 million, or 75.1%, from $1.6 million to $0.4 million during the three months ended June 30, 2001 and 2002, respectively. Substantially all net interest income and other continues to be derived from cash equivalents and investment balances, partially offset by interest expense incurred as a result of the Company's various debt and lease arrangements. The decrease is the result of the weakened economy.

        Income Before Income Taxes.    As a result of the foregoing factors, income before income taxes increased $0.7 million, or 11.6%, from $5.8 million to $6.4 million during the three months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, income before income taxes increased from 13.6% to 14.8% during the three months ended June 30, 2001 and 2002, respectively.

        Income Tax Expense.    Income tax expense during the three months ended June 30, 2001 and 2002 reflects a provision for federal, state, and foreign income taxes at an effective rate of 37.8% and 38.2%, respectively.

        Net Income.    Based on the factors discussed above, net income increased $0.4 million, or 10.8%, from $3.6 million to $4.0 million during the three months ended June 30, 2001 and 2002, respectively.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

        Revenues.    Revenues increased $14.5 million, or 19.4%, from $74.8 million to $89.3 million during the six months ended June 30, 2001 and 2002, respectively. This increase was largely due to increased

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revenue from technical support services, together with increases in provisioning management and supply chain management services.

        Cost of Services.    Cost of services increased $11.4 million, or 20.4%, from $55.6 million to $67.0 million during the six months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, cost of services was 74.4% and 75.0% during the six months ended June 30, 2001 and 2002, respectively. This percentage increase was primarily due to a shift in managers to operations, partially offset by changes in the mix of services provided.

        Gross Profit.    Due to the foregoing factors, gross profit increased $3.2 million, or 16.6%, from $19.1 million to $22.3 million during the six months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, gross profit was 25.6% and 25.0% during the six months ended June 30, 2001 and 2002, respectively.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses decreased $1.7 million, or 14.2%, from $12.0 million to $10.3 million during the six months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, selling, general and administrative expenses were 16.1% and 11.6% during the six months ended June 30, 2001 and 2002, respectively. The decrease in selling, general and administrative expenses as a percentage of revenue and by $1.7 million was primarily due to a shift in managers to operations, partially offset by the hiring of senior level management, which the Company has substantially completed.

        Operating Profit.    As a result of the foregoing factors, operating profit increased from $7.1 million to $12.0 million during the six months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, operating profit was 9.5% and 13.4% during the six months ended June 30, 2001 and 2002, respectively.

        Net Interest Income and Other.    Net interest income and other decreased $2.3 million, or 70.1%, from $3.3 million to $1.0 million during the six months ended June 30, 2001 and 2002, respectively. Substantially all net interest income and other continues to be derived from cash equivalents and investment balances, partially offset by interest expense incurred as a result of the Company's various debt and lease arrangements. The decrease is the result of the weakened economy.

        Loss on Impaired Investment.    In January 2001, the Company purchased an investment in Six Sigma, LLC ("Six Sigma"). Six Sigma provided its audited financial statements, which included an unqualified independent auditors' opinion. The purpose of Six Sigma was to provide revolving platform financing to its customer, a national mortgage company ("Mortgage Company") and all advances were to be secured by first mortgages or deeds of trust on residential properties located in 47 different states. Six Sigma was to receive interest from the Mortgage Company and a portion of the loan origination fees. Subsequently, a federal court placed the Mortgage Company into receivership based on allegations by the Securities and Exchange Commission that the president of the Mortgage Company had misappropriated large amounts of funds. The concurrent default on the line of credit extended by Six Sigma to the Mortgage Company triggered a bankruptcy filing by Six Sigma. Based on the limited information available to the Company, the Company believed it to be probable that its investment in Six Sigma had been impaired, and in the quarter ended March 31, 2001, took a charge for a loss on the entire investment balance of $3.0 million and accrued interest and fees of $0.04 million

        Income Before Income Taxes.    As a result of the foregoing factors, income before income taxes increased $5.6 million, or 76.6%, from $7.3 million to $13.0 million during the six months ended June 30, 2001 and 2002, respectively. As a percentage of revenues, income before income taxes increased from 9.8% to 14.5% during the six months ended June 30, 2001 and 2002, respectively.

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        Income Tax Expense.    Income tax expense during the six months ended June 30, 2001 and 2002 reflects a provision for federal, state, and foreign income taxes at an effective rate of 37.6% and 38.3%, respectively.

        Net Income.    Based on the factors discussed above, net income increased $3.4 million, or 74.6%, from $4.6 million to $8.0 million during the six months ended June 30, 2001 and 2002, respectively.

Liquidity and Capital Resources

        Since its initial public offering, the Company has primarily financed its operations, liquidity requirements, capital expenditures, and capacity expansion through cash flows from operations, and to a lesser degree, through various forms of debt and leasing arrangements.

        The Company maintains a $10.0 million unsecured line of credit with Wells Fargo Bank West, N.A. (the "Bank"). Borrowings under the line of credit bear interest at the Bank's prime rate minus 1% (3.75% as of June 30, 2002). Under this line of credit, the Company is required to maintain minimum tangible net worth of $65.0 million and operate at a profit. The Company may not pay dividends in an amount that would cause a failure to meet these financial covenants. As of June 30, 2002 and the date of this Form 10-Q, the Company was in compliance with the financial covenants, and $10 million was available under this line of credit.

        As of June 30, 2002, the Company had cash, cash equivalents, and investment balances of $52.1 million, working capital of $67.9 million, and stockholders' equity of $103.5 million. Cash and cash equivalents are not restricted. See "Quantitative and Qualitative Disclosure About Market Risk" set forth herein for further discussions regarding the Company's cash, cash equivalents, investments available for sale, and trading securities.

        Net cash provided by operating activities was relatively constant at $10.7 million and $10.6 million for the six months ended June 30, 2001 and 2002, respectively. The increase in net income is offset by an increase in accounts receivable and decreases in accounts payable and income taxes payable.

        Net cash used in investing activities was $17.4 million and $16.0 million for the six months ended June 30, 2001 and 2002, respectively. This decrease was primarily due to a decrease in purchases of property, plant, and equipment, partially offset by a net increase in investments available for sale.

        Net cash used in financing activities was $5.2 million and $2.2 million for the six months ended June 30, 2001 and 2002, respectively. Financing activities during both periods consisted of principal payments on borrowings, partially offset by proceeds from exercises of employee stock options.

        The effect of currency exchange rate changes on translation of the Company's United Kingdom and Canada operations was not substantial during the six months ended June 30, 2002. Terms of the Company's agreements with clients and subcontractors are typically in US dollars except for certain agreements related to its United Kingdom and Canada operations. If the international portion of the Company's business grows, more revenues and expenses will be denominated in foreign currencies, which increases the Company's exposure to fluctuations in currency exchange rates. See "Quantitative and Qualitative Disclosure About Market Risk" set forth herein for a further discussion of the Company's exposure to foreign currency exchange risks in connection with its investments.

        Management believes the Company's cash, cash equivalents, investments, anticipated cash flows from future operations, and $10.0 million line of credit will be sufficient to support its operations, capital expenditures, and various repayment obligations under its debt and lease agreements for the foreseeable future. Liquidity and capital requirements depend on many factors, including, but not limited to, the Company's ability to retain or successfully and timely replace its principal clients and the rate at which the Company expands its business, whether internally or through acquisitions and strategic alliances. To the extent funds generated from sources described above are insufficient to

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support the Company's activities in the short or long-term, the Company will be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available, or if available, it will be available on terms favorable to the Company.

Contractual Obligations (in thousands)

(1)

Long-term debt consists of fixed rate equipment loans ranging from 5.0% to 7.0%, variable rate equipment loans, non-interest bearing promissory notes, and other debt obligations.

(2)

The Company leases facilities and equipment under various non-cancelable operating leases.

Critical Accounting Policies and Judgments

        The Company recognizes revenues as process management services are completed. The Company's cost of services includes labor, telecommunications, materials, and freight expenses that are variable in nature, and certain facility expenses. All other operating expenses, including expenses related to technology support, sales and marketing, human resources, and other administrative functions not allocable to specific client services, are included in selling, general and administrative expenses, which generally tend to be either semi-variable or fixed in nature.

        As part of cash management, the Company invests in corporate bonds, bond mutual funds, international mutual funds, limited partnerships, real estate investment trusts, and various forms of equity securities. Investments are classified as trading securities and investments available for sale based on the Company's intent at the date of purchase. Trading securities are bought and held principally for the purpose of selling them in the near term. Debt securities that the Company has both the positive intent and ability to hold to maturity are classified as held to maturity. The Company currently has no investments in this classification. All other investments not deemed to be trading securities or held to maturity are classified as investments available for sale. Trading securities and investments available for sale are carried at fair market values. Fair market values are determined by the most recently traded price of the security or underlying investment at the balance sheet date. Changes in the fair market value of trading securities are reflected on the income statement. Changes in the fair market value of investments held for sale are reflected in stockholders' equity. The Company exercises judgment in evaluating permanent impairment of investments available for sale and recognizes any such impairment on the income statement.

        In preparing its financial statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates its estimates and judgments on an ongoing basis, including those related to bad debts, inventory valuations, property, plant and equipment, intangible assets, income taxes, restructuring costs, contingencies, and litigation. The Company bases its estimates and judgments on historical experience and on various other factors that management believes to be reasonable under the circumstances. Actual results may differ from these estimates.

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        The Company exercises judgment in evaluating its long-lived assets for impairment. Management believes the Company's businesses will generate sufficient undiscounted cash flow to more than recover the investments it has made in property, plant and equipment.

New Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations completed after June 30, 2001. SFAS No. 142 prohibits the amortization of goodwill intangible assets with indefinite useful lives. SFAS No. 142 requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their estimated useful lives. The Company adopted SFAS No. 141 and No. 142 on January 1, 2002, and the adoption of these statements did not result in any material impact.

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs. The Company will adopt SFAS No. 143 in the first quarter of fiscal year 2003. The Company believes the adoption of SFAS No. 143 will not have a material impact on the Company.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which establishes one accounting model to be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of", and the accounting and reporting provisions of Accounting Principles Board 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". The Company adopted SFAS No. 144 on January 1, 2002 and the adoption of this statement did not result in any material impact.

Inflation and General Economic Conditions

        Although management cannot accurately anticipate effects of domestic and foreign inflation on the Company's operations, management does not believe inflation has had, or is likely in the foreseeable future to have, a material adverse effect on the Company's results of operations or financial condition.

Reliance on Principal Client Relationships

        The following table represents revenue concentrations of the Company's principal clients:

*

Represents less than 10% of total revenue.

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        The loss of a principal client and/or changes in timing or termination of a principal client's product launch or service offering would have a material adverse effect on the Company's business, revenues, operating results, and financial condition. There can be no assurance the Company will be able to retain its principal clients or, if it were to lose its principal clients, would be able to timely replace such clients that generate a comparable amount of revenue. Additionally, the amount and growth rate of revenues derived from its principal clients in the past is not necessarily indicative of revenues that may be expected from such clients in the future.

        Microsoft's European contract with the company was not renewed when it expired on June 30, 2002. While this negatively impacted revenues in the second quarter, due to the ramp-down schedule, and beyond, operating profits have not been, and are not expected to be, materially adversely affected because of the low operating margins of this revenue. Management has adjusted personnel levels and infrastructure accordingly.

Variability of Quarterly Operating Results

        The Company's business is seasonal and is at times conducted in support of product launches for new and existing clients. Historically, the Company's revenues have been substantially lower in the quarters preceding the fourth quarter due to timing of its clients' marketing programs and product launches, which are typically geared toward the holiday buying season. However, the Company's revenues and operating results for the three and six months ended June 30, 2002 are not necessarily indicative of revenues or operating results that may be experienced in future periods. Additionally, the Company has experienced and expects to continue to experience, quarterly variations in revenues and operating results as a result of a variety of factors, many of which are outside the Company's control, including: (i) timing of existing and future client product launches or service offerings; (ii) expiration or termination of client projects; (iii) timing and amount of costs incurred to expand capacity in order to provide for further revenue growth from existing and future clients; (iv) seasonal nature of certain clients' businesses; (v) cyclical nature of certain high technology clients' businesses; and (vi) changes in the amount and growth rate of revenues generated from the Company's principal clients.

    Item 3. Quantitative and Qualitative Disclosure About Market Risk

        The following discusses the Company's exposure to market risks related to changes in interest rates and other general market risks, equity market prices and other general market risks, and foreign currency exchange rates as of June 30, 2002. All of the Company's investment decisions are supervised or managed by its Chairman of the Board. The Company's investment portfolio policy, approved by the Board of Directors during 1999, provides for, among other things, investment objectives and portfolio allocation guidelines. This discussion contains forward-looking statements subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors, including but not limited to, changes in interest and inflation rates or market expectations thereon, equity market prices, foreign currency exchange rates, and those set forth in the "Management's Discussion and Analysis of Financial Condition and Results of Operations"—"Factors That May Affect Future Results" section of the Company's annual report on Form 10-K for the year ended December 31, 2001.

Interest Rate Sensitivity and Other General Market Risks

        Cash and Cash Equivalents.    The Company had $6.84 million in cash and cash equivalents, which consisted of: (i) $6.79 million invested in various money market funds, overnight investments, and various commercial paper securities at a combined weighted average interest rate of approximately 1.54%; and (ii) $0.05 million in various non-interest bearing accounts. Cash and cash equivalents are not restricted. Management considers cash equivalents to be short-term, highly liquid investments readily convertible to known amounts of cash, and so near their maturity they present insignificant risk of changes in value because of changes in interest rates. The Company does not expect any substantial

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loss with respect to its cash and cash equivalents as a result of interest rate changes, and estimated fair value of its cash and cash equivalents approximates original cost.

        Investments Available for Sale.    The Company had investments available for sale, which, in the aggregate, had a basis and fair market value of $43.8 million and $37.4 million, respectively. Investments available for sale generally consisted of corporate bonds, bond mutual funds, and various forms of equity securities. The Company's investment portfolio is subject to interest and inflation rate risks and will fall in value if interest and/or inflation rates or market expectations thereon increase.

        Fair market value of and estimated cash flows from the Company's investments in corporate bonds are substantially dependent upon credit worthiness of certain corporations expected to repay their debts to the Company. If such corporations' financial condition and liquidity adversely changes, the Company's investments in their debts can be expected to be materially and adversely affected.

        The table below provides information as of June 30, 2002 about maturity dates and corresponding weighted average interest rates related to certain of the Company's investments available for sale:

        Management believes the Company has the ability to hold the foregoing investments until maturity, and therefore, if held to maturity, the Company would not expect the future proceeds from these investments to be affected, to any significant degree, by the effect of a sudden change in market interest rates. Declines in interest rates over time will, however, reduce the Company's interest income derived from future investments.

        As part of its investments available for sale portfolio, the Company was invested in equity securities that, in aggregate, had a basis and fair market value of $23.0 million and $17.5 million, respectively.

        Outstanding Debt of the Company.    As of June 30, 2002, the Company had outstanding debt of $8.8 million, $1.1 million of which bears no interest as long as the Company complies with the terms of the debt arrangement.

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        The following table provides information as of June 30, 2002 about loans entered into by the Company that are secured by the equipment purchased with the loan proceeds:

        As of June 30, 2002 and the date of this Form 10-Q, the Company was in compliance with the financial covenants of these loans.

        Management believes a hypothetical 10.0% increase in interest rates would not have a material adverse effect on the Company. Increases in interest rates would, however, increase interest expense associated with the Company's existing variable rate equipment loan and future borrowings by the Company, if any. For example, the Company may from time to time effect borrowings under its $10.0 million line of credit for general corporate purposes, including working capital requirements, capital expenditures, and other purposes related to expansion of the Company's capacity. Borrowings under the $10.0 million line of credit bear interest at the lender's prime rate less 1% (3.75% as of June 30, 2002). The Company had no outstanding line of credit obligations. As of June 30, 2002 and the date of this Form 10-Q, the Company was in compliance with the financial covenants pertaining to the line of credit. In the past, the Company has not hedged against interest rate changes.

Equity Price Risks, General Market Risks, and Other Risks

        Equity Securities.    The Company held in its investments available for sale portfolio certain equity securities with basis and fair market value as of June 30, 2002, in the aggregate, of $23.0 million and $17.5 million, respectively. Equity securities primarily consisted of publicly traded common stock of US based companies, equity mutual funds, and real estate investment trusts. A substantial decline in values of equity securities and equity prices in general would have a material adverse effect on the Company's equity investments. Also, prices of common stocks held by the Company would be materially and adversely affected by increasing inflation and/or interest rates or market expectations thereon, poor management, shrinking product demand, and other risks that may affect single companies, as well as groups of companies. The company has partially hedged against some equity price changes.

        Trading Securities.    The Company was invested in trading securities, which, in the aggregate, had an original cost and fair market value as of June 30, 2002, of $8.3 million and $7.9 million, respectively. Trading securities consisted primarily of US and international mutual funds, investments in limited partnerships, and US equity securities. Trading securities were held to meet short-term investment objectives. As part of trading securities and as of June 30, 2002, the Company had sold call options for a total of 2,000 shares of US equity securities which, in the aggregate, had a basis and market value of approximately $3,000 and $5,000, and sold put options for a total of 48,900 shares of US equity securities which, in the aggregate, had a basis and market value of approximately $25,000 and $30,000. The foregoing call and put options were reported net as components of trading securities and expire in July and August 2002.

        Risk of loss regarding its current investments to the Company in the event of nonperformance by any party is not considered substantial. Because of potential limited liquidity of some of these instruments, recorded values of these transactions may be different from values that might be realized

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if the Company were to sell or close out the transactions. Such differences are not considered substantial to the Company's results of operations, financial condition, or liquidity. The foregoing call and put options, may involve elements of credit and market risks in excess of the amounts recognized in the Company's financial statements. A substantial decline and/or change in value of equity securities, equity prices in general, international equity mutual funds, investments in limited partnerships, and/or call and put options could have a material adverse effect on the Company's portfolio of trading securities. Also, trading securities could be materially and adversely affected by increasing interest and/or inflation rates or market expectations thereon, poor management, shrinking product demand, and other risks that may affect single companies, as well as groups of companies.

Foreign Currency Exchange Risks

        Of the Company's revenues for the three months ended June 30, 2002, 22.8% were derived from arrangements whereby the Company received payments from clients in currencies other than US dollars. Terms of the Company's agreements with clients and subcontractors are typically in US dollars except for certain agreements related to its United Kingdom and Canada operations. If an arrangement provides for the Company to receive payments in a foreign currency, revenues realized from such an arrangement may be less if the value of such foreign currency declines. Similarly, if an arrangement provides for the Company to make payments in a foreign currency, cost of services and operating expenses for such an arrangement may be more if the value of such foreign currency increases. For example, a 10% change in the relative value of such foreign currency could cause a related 10% change in the Company's previously expected revenues, cost of services, and operating expenses. If the international portion of the Company's business continues to grow, more revenues and expenses will be denominated in foreign currencies, which increases the Company's exposure to fluctuations in currency exchange rates. In the past, the Company has not hedged against foreign currency exchange rate changes related to its international operations.

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Part II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

(a)

On May 23, 2002, the Company held its 2002 annual meeting of shareholders (the "Annual Meeting").



(b)

One matter voted on at the Annual Meeting was the election of all six directors of the Company. The six nominees who were all existing directors of the Company, were re-elected at the Annual Meeting as directors of the Company, receiving the number and percentage of votes for election as set forth below:

(c)

The only other matter voted upon at the Annual Meeting was a proposal to ratify and approve the selection of Ernst & Young LLP as the Company's independent auditors for 2002. This proposal, which was approved, received the number and percentage of votes as set forth below:

(d)

Not applicable

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits



99.1

Certification of Periodic Report by William E. Meade, Jr.



99.2

Certification of Periodic Report by David I. Rosenthal.




(b)

Reports on Form 8-K

The Company filed no reports on Form 8-K during the three months ended June 30, 2002.

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SIGNATURES

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

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