SUPERIOR CONSULTANT HOLDINGS CORP - 10-Q Quarterly Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
- ------- OF 1934
For the quarterly period ended September 30, 2003

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
- -------- OF 1934
For the transition period from to

Commission file number 0-21485

SUPERIOR CONSULTANT HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

STATE OF DELAWARE 38-3306717
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

17570 West Twelve Mile Road, Southfield, Michigan 48076
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (248) 386-8300

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

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

As of November 12, 2003, 10,381,819 shares of the registrant's common stock (par
value $.01) were outstanding, excluding treasury shares.

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30, 2003
INDEX

Page 2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)

SEPTEMBER 30, DECEMBER 31,
2003 2002
--------- ---------
ASSETS

Current assets
Cash and cash equivalents $ 15,211 $ 14,575
Accounts receivable, net 12,651 11,959
Accrued interest receivable and prepaid expenses 3,417 3,139
Refundable income taxes 146 238
--------- ---------

Total current assets 31,425 29,911

Property and equipment, net 20,943 12,737
Real estate held for sale - 991
Other long-term assets 312 17
--------- ---------

Total Assets $ 52,680 $ 43,656
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Notes payable to bank $ 1,900 $ 2,925
Current portion of long-term obligations 2,901 455
Accounts payable 6,999 7,449
Accrued liabilities, deferred bonuses and compensation 3,827 2,842
Deferred revenue 2,332 2,194
--------- ---------

Total current liabilities 17,959 15,865

Senior subordinated debentures, net 7,522 -
Long-term obligations 3,610 938
Other long-term liabilities 1,087 1,686
Commitments and contingencies (Note 10) - -

Stockholders' equity
Preferred stock; authorized, 1,000,000 shares of $.01 par value; no
shares issued as of September 30, 2003 and December 31, 2002 - -

Common stock; authorized, 30,000,000 shares of $.01 par value; issued,
10,788,686 shares as of September 30, 2003 and 11,116,991 shares as of
December 31, 2002 108 111

Additional paid-in capital 115,473 116,154

Stockholders' notes receivable (1,065) (1,221)

Treasury stock - at cost, 416,600 shares as of September 30, 2003 and
352,100 shares as of December 31, 2002 (3,545) (3,270)

Accumulated deficit (88,469) (86,607)
--------- ---------

Total stockholders' equity 22,502 25,167
--------- ---------

Total Liabilities and Stockholders' Equity $ 52,680 $ 43,656
========= =========

See notes to consolidated financial statements.

Page 3

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
2003 2002 2003 2002
-------- -------- -------- --------

Revenue
Revenue before reimbursements (net revenue) $ 22,589 $ 20,826 $ 67,366 $ 64,104
Out-of-pocket reimbursements 1,872 2,179 5,747 6,278
-------- -------- -------- --------

Total revenue 24,461 23,005 73,113 70,382

Operating costs and expenses
Cost of services before reimbursements
(net cost of services) 16,342 14,992 48,792 43,808
Out-of-pocket reimbursements 1,872 2,179 5,747 6,278
-------- -------- -------- --------

Total cost of services 18,214 17,171 54,539 50,086

Selling, general and administrative expenses 6,493 8,007 19,863 24,870
-------- -------- -------- --------

Total operating costs and expenses 24,707 25,178 74,402 74,956
-------- -------- -------- --------

Loss from operations (246) (2,173) (1,289) (4,574)

Other income (expense), net (344) 50 (573) 179
-------- -------- -------- --------

Loss before income tax benefit (590) (2,123) (1,862) (4,395)

Income tax benefit - - - (2,301)
-------- -------- -------- --------

Net loss $ (590) $ (2,123) $ (1,862) $ (2,094)
======== ======== ======== ========

Net loss per share

Basic $ (0.06) $ (0.20) $ (0.17) $ (0.19)
======== ======== ======== ========

Diluted $ (0.06) $ (0.20) $ (0.17) $ (0.19)
======== ======== ======== ========

Weighted average number of common shares outstanding

Basic 10,478 10,758 10,668 10,747
======== ======== ======== ========

Diluted 10,478 10,758 10,668 10,747
======== ======== ======== ========

See notes to consolidated financial statements.

Page 4

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2003 2002
-------- --------

Cash flows from operating activities:
Net loss $ (1,862) $ (2,094)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization of property and equipment 3,722 3,273
Bad debt expense 19 -
Non-cash interest expense 100 -
Other - (50)
Changes in operating assets and liabilities:
Accounts receivable (711) (379)
Accrued interest receivable and prepaid expenses 11 189
Refundable income taxes 109 420
Other long-term assets (47) -
Accounts payable (450) (1,060)
Accrued liabilities, deferred bonuses and compensation 985 1,045
Deferred revenue 138 246
Other long-term liabilities (599) -
-------- --------

Net cash provided by operating activities 1,415 1,590

Cash flows from investing activities:
Purchase of property and equipment (5,165) (2,358)
Proceeds from sale of real estate 991 -
-------- --------

Net cash used in investing activities (4,174) (2,358)

Cash flows from financing activities:
Repayment of line of credit (1,025) -
Proceeds from senior subordinated debentures 8,000 -
Costs associated with senior subordinated debentures (450) -
Stock repurchased (275) -
Repurchase and retirement of common stock (1,280) -
Costs associated with "Dutch Auction" Tender Offer (25) -
Exercise of stock options 78 115
Payments on long-term obligations (1,784) -
Principal payment on stockholder's notes receivable 156 -
-------- --------

Net cash provided by financing activities 3,395 115
-------- --------

Net increase (decrease) in cash and cash equivalents 636 (653)

Cash and cash equivalents, beginning of period 14,575 16,902
-------- --------

Cash and cash equivalents, end of period $ 15,211 $ 16,249
======== ========

Supplemental disclosure of cash flow information -- cash paid for interest $ 642 $ 96

Non-Cash Transactions:
Purchase of property and equipment financed by long-term obligations $ 6,763 $ -

Purchase of a support and maintenance agreement financed by a
long-term obligation 139 -

See notes to consolidated financial statements.

Page 5

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2003

NOTE 1 -- BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules of the Securities and Exchange Commission for
quarterly reports on Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
in the United States of America for complete financial statements. In our
opinion, all adjustments (consisting of normal recurring accruals and estimated
provisions for bonus and profit-sharing arrangements) considered necessary for a
fair presentation have been included. Operating results for the three and nine
month periods ended September 30, 2003, are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003.

These financial statements should be read in conjunction with our
audited consolidated financial statements and notes thereto included in our 2002
annual report on Form 10-K filed by us with the Securities and Exchange
Commission on March 31, 2003.

Certain reclassifications were made to the 2002 consolidated financial
statements to conform to the nine months ended September 30, 2003 presentation.

NOTE 2 -- STOCK-BASED COMPENSATION

We apply the intrinsic value method under Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and its
related interpretations, for options granted to employees and Board members. No
compensation expense is recognized because we award options at the fair market
value of the underlying common stock on the date of grant. For options and
warrants to non-employees, we apply Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and
accordingly, recognize expense using a fair market value method.

The following table illustrates the effect on net loss and net loss per
share if we had applied the fair value recognition provisions of SFAS 123, as
amended by Statement of Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure -- an amendment of FASB
Statement No. 123" ("SFAS 148") to options issued to employees and Board members
(in thousands, except per share amounts):

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------ ---------------------------------
2003 2002 2003 2002
------------------ ---------------- ---------------- ---------------

Net loss, as reported $ (590) $ (2,123) $ (1,862) $ (2,094)
Deduct: Total stock-based employee
compensation expense
determined under the fair value-
based method for awards
granted, modified or settled,
net of related tax effects (1,042) (1,231) (3,126) (3,693)
------------------ ---------------- ---------------- ---------------

Pro forma net loss $ (1,632) $ (3,354) $ (4,988) $ (5,787)
================== ================ ================ ===============

Net loss per share
Basic and diluted - as reported $ (0.06) $ (0.20) $ (0.17) $ (0.19)
================== ================ ================ ===============
Basic and diluted - pro forma $ (0.16) $ (0.31) $ (0.47) $ (0.54)
================== ================ ================ ===============

Page 6

NOTE 2 -- STOCK-BASED COMPENSATION (CONTINUED)

The fair value of these stock options was estimated at the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions:

NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------
2003 2002
------------------- --------------------

Risk free interest rate 3.28% 3.16%
Dividend yield 0% 0%
Volatility factor .85 .88
Expected option term life in years 5.0 5.0

NOTE 3 -- NET EARNINGS (LOSS) PER SHARE

We account for Earnings (Loss) Per Share under the rules of Statement
of Financial Accounting Standards No. 128, "Earnings Per Share." Our basic and
diluted net loss per share amounts have been computed by dividing net loss by
the weighted average number of common shares outstanding during the period.

Options and warrants to purchase approximately 4,595,000 and 3,410,000
shares of common stock with a weighted average exercise price of $10.31 and
$14.15 were outstanding at September 30, 2003 and 2002, respectively, but were
excluded from the computation of diluted net loss per share because to do so
would have been antidilutive for the periods presented.

NOTE 4 -- SEGMENT FINANCIAL INFORMATION

We are organized into the two business segments of consulting and
outsourcing. The consulting segment provides information technology, as well as
strategic and operations management consulting and solutions, and application
support to a broad cross-section of healthcare industry participants and
information systems vendors. The outsourcing segment helps healthcare providers
simplify their management agendas, improve their return on information systems
investment and strengthen their technology management by taking on
responsibility for managing and operating all or part of the client's
information technology functions. We evaluate segment performance and allocate
resources based on gross profit. Intrasegment services are provided at cost.

Page 7

NOTE 4 -- SEGMENT FINANCIAL INFORMATION (CONTINUED)

The following is a summary of certain financial information by segment,
for the three and nine months ended September 30, 2003 and 2002 (in thousands).
Due to the nature of our business, a majority of the reimbursable out-of-pocket
expenses are incurred on consulting engagements.

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- ---------------------------
2003 2002 2003 2002
------------- ----------- ------------- ------------

Revenue
Consulting
Revenue before reimbursements (net revenue) $ 13,244 $ 13,412 $ 40,953 $ 41,088
Out-of-pocket reimbursements 1,698 2,040 5,348 5,849
------------ ----------- ------------- ------------

Total consulting revenue 14,942 15,452 46,301 46,937

Outsourcing
Revenue before reimbursements (net revenue) 9,345 7,414 26,413 23,016
Out-of-pocket reimbursements 174 139 399 429
------------ ----------- ------------- ------------

Total outsourcing revenue 9,519 7,553 26,812 23,445
------------ ----------- ------------- ------------

Consolidated revenue $ 24,461 $ 23,005 $ 73,113 $ 70,382
============ =========== ============ ============

Gross Profit and Statement of Operations Reconciliation
Consulting $ 4,959 $ 4,990 $ 15,493 $ 16,085
Outsourcing 1,288 844 3,081 4,211
------------ ----------- ------------- ------------

Consolidated gross profit 6,247 5,834 18,574 20,296

Unallocated
Selling, general and administrative expenses 6,493 8,007 19,863 24,870
Other (income) expense, net 344 (50) 573 (179)
------------ ----------- ------------- ------------

Subtotal 6,837 7,957 20,436 24,691
------------ ----------- ------------- ------------

Consolidated loss before income tax benefit $ (590) $ (2,123) $ (1,862) $ (4,395)
============ =========== ============ ============

Our reportable segments are business units that offer and provide
different services through different means. Our training, information
technology, accounting and finance, facilities, sales and marketing, legal,
senior management and other selling, general and administrative ("SG&A")
functions are combined into the unallocated SG&A expenses.

NOTE 5 -- INCOME TAXES

The income tax benefit for the three and nine months ended September
30, 2003, does not reflect the federal statutory tax rate, primarily due to the
provision of a valuation allowance for deferred tax assets as a result of the
uncertainty regarding their realization. As of September 30, 2003, we have net
operating loss carryforwards for federal income tax purposes of approximately
$57.6 million, the last of which will expire in 2023 if not utilized.

NOTE 6 -- LINE OF CREDIT

As of September 30, 2003, we have a line of credit with a bank allowing
for borrowings of up to $8.0 million, based on qualifying accounts receivable
and other operating metrics. Based on the eligibility provisions and accounts
receivable at September 30, 2003, we could have borrowed approximately $4.0
million. At September 30, 2003, $1.9 million was outstanding. Borrowings under
the line mature in May 2004. Borrowings bear interest at the prime rate less
0.25%. The interest rate at September 30, 2003, was 3.75%. The line is
collateralized by accounts receivable, any deposits held by the bank, equipment
and other personalty. The loan agreement contains financial covenants, including
working capital and ratios concerning liquidity and debt coverage. We were in
compliance with all financial covenants as of September 30, 2003. In addition,
we have letters of credit outstanding of approximately $1.4 million issued by
various banks, of which, approximately $0.4 million is secured by bank deposits
and $1.0 million is covered by our line of credit.

Page 8

NOTE 7 -- SENIOR SUBORDINATED DEBENTURES

In June 2003, we entered into a Securities Purchase Agreement (the
"Purchase Agreement") with Camden Partners Strategic Fund II-A, L.P., and Camden
Partners Strategic Fund II-B, L.P. (collectively known as "Camden") whereby we
agreed to issue Senior Subordinated Debentures (the "Debentures") and warrants
(the "Warrants") to purchase 807,000 shares of our $0.01 par value common stock
(the "common stock"), in exchange for a cash investment of $7.5 million from
Camden.

The unsecured Debentures were issued in an aggregate principal amount
of $7.5 million with a maturity of three years from June 9, 2003, the date of
their issuance (the "Issuance Date"), with an option to extend the term of the
Debentures for one additional year beyond the initial maturity date to June 9,
2007 at our sole option, subject to certain conditions. Pursuant to the terms of
the Debentures, we are required to make quarterly interest payments at the rate
of (i) 7.2% per annum commencing on July 1, 2003 until repayment in full, and
(ii) if we elect to extend the maturity date pursuant to the terms of the
Debentures, 12% per annum from June 9, 2006 through June 9, 2007. We are
entitled, at any time, to make up to three partial prepayments of the Debentures
in the amount of at least 33% of the total initial indebtedness, which if the
Debentures are pre-paid in full, would result in a reduction to the number of
outstanding Warrants as provided for in the Warrant Agreement. As of September
30, 2003, $7.5 million was outstanding on the debt.

In July 2003, we agreed to issue additional Debentures to new investors
under the Purchase Agreement, together with Warrants to purchase 53,800 shares
of our common stock, in exchange for a cash investment of $500,000. The
Debentures have substantially the same terms as described above, with the
exception of the first quarterly interest payment commencing on October 1, 2003.
As of September 30, 2003, $500,000 was outstanding on the debt.

Cumulatively, in connection with the above two transactions, we issued
Warrants to purchase up to 860,800 shares of our common stock at an exercise
price of $3.046 per share, subject to certain anti-dilution adjustments.

In accordance with APB Opinion No. 14, "Accounting for Convertible Debt
and Debt Issued with Stock Purchase Warrants" we are required to allocate the
proceeds received in a financing transaction that includes detachable warrants
to the debt instrument and detachable warrants included in the exchange on a
relative fair value basis. All Warrants were immediately available for exercise
and were included for valuation purposes. During the three months ended June 30,
2003, we estimated the fair value of the Warrants utilizing the Black-Scholes
option-pricing model. Based on our initial valuation, approximately $1.7 million
of the $7.5 million Camden Debentures proceeds were allocated to the Warrants
and included in "additional paid-in capital" in the stockholders' equity section
of our consolidated balance sheet and the remaining $5.8 million was allocated
to the Debentures. During the three months ended September 30, 2003, an external
valuation firm completed an independent valuation of the Warrants, which
resulted in a reduction in our initial valuation by approximately $1.2 million
to $492,000, which reduced the proceeds allocated to the Warrants and
"additional paid-in capital" to $492,000 and increased the amount allocated to
the Camden Debentures to $7.0 million. Based on the independent valuation,
approximately $34,000 of the $500,000 new investors' Debentures proceeds were
allocated to the Warrants and included in "additional paid-in capital" and the
remaining $466,000 was allocated to the new investors' Debentures. The $526,000
allocated to the value of the Warrants is being amortized to interest expense
over the initial term of the debt. As of September 30, 2003, the un-amortized
value is approximately $478,000.

We incurred investment banking and legal costs associated with these
transactions totaling approximately $520,000. The costs are being amortized to
interest expense over the initial term of the debt.

Under the Purchase Agreement, we agreed not to incur additional
indebtedness while the Debentures remain outstanding except for (a) capital
leases, purchase money indebtedness, mortgage debt, performance bonds and
similar instruments in the ordinary course of business, and (b) other
indebtedness for borrowed money not to exceed the greater of $8.0 million or ten
times EBITDA for the most recent quarter.

In connection with the sale of Debentures and Warrants to the
investors, our Board of Directors approved the repurchase of up to 650,000
shares of our common stock. A portion of these shares were repurchased in our
"Dutch Auction" Tender Offer ("Tender Offer"), which commenced on June 16, 2003
and expired on July 14, 2003. During the Tender Offer, 355,782 shares of our
common stock were properly tendered at $3.60 per share, resulting in payments,
including expenses, of approximately $1.4 million.

Page 9

NOTE 8 -- LONG-TERM OBLIGATIONS

We have entered into an unsecured financing arrangement for $8.5
million for software and professional fees related to the implementation of a
new healthcare application platform for an existing outsourcing client. The
agreement provides for sixty monthly payments in the amount of $170,046,
including interest at an annual rate of 7.35%, commencing on February 1, 2003.
During the three months ended September 30, 2003, we capitalized approximately
$0.5 million related to professional fees we incurred. As of September 30, 2003,
we have capitalized approximately $5.7 million related to software and
professional services we have received through that date. The liability
associated with the capitalized software and professional fees is $4.0 million
as of September 30, 2003. We currently anticipate the implementation project
should be completed during the fourth quarter of 2004 and we will continue to
capitalize the remaining software and professional fees throughout the project
as those costs are incurred. The principal portion of the obligation matures as
follows: $0.4 million throughout the remainder of 2003, $1.6 million during
2004, $1.7 million during 2005, $1.8 million during 2006, $1.9 million during
2007 and $0.2 million during 2008. During the three and nine months ended
September 30, 2003, we have also capitalized approximately $50,000 and $165,000,
respectively, of interest related to the project.

For consolidated financial statement presentation, we have also
included amounts relating to capital lease and other software and maintenance
financing arrangements in long-term obligations.

NOTE 9 -- RESTRUCTURINGS

In connection with our restructuring activities, we recorded
restructuring charges of approximately $3.3 million during the year ended
December 31, 2002. Refer to our audited consolidated financial statements and
notes thereto for the year ended December 31, 2002, for further details on the
components of these charges.

A summary of the activity of the restructuring-related liabilities,
included in accounts payable and other long-term liabilities, is as follows (in
thousands):

LIABILITIES AS OF 2003 2003 2003 CHANGE LIABILITIES AS OF
JANUARY 1, 2003 ADDITIONS PAYMENTS IN ESTIMATE SEPTEMBER 30, 2003
------------------- -------------- ------------- ------------ --------------------

Severance $ 239 $ - $ (239) $ - $ -

Future lease obligations 2,820 - (887) - 1,933
------------------- -------------- ------------- ------------ --------------------

Total $ 3,059 $ - $ (1,126) $ - $ 1,933
=================== ============== ============= ============ ====================

The obligation is payable as follows: $247,000 throughout the remainder
of 2003, $798,000 during 2004, $466,000 during 2005, $239,000 during 2006 and
$183,000 during 2007.

NOTE 10 -- CONTINGENCIES

We are involved in various legal proceedings, including business and
employment matters of a nature considered normal to our operations. We accrue
for amounts related to these legal matters if it is probable that a liability
has been incurred and an amount is reasonably estimable. In our opinion,
although the outcome of any legal proceeding cannot be predicted with certainty,
our ultimate liability in connection with our current legal proceedings will not
have a material adverse effect on our financial position or results of
operations.

NOTE 11 -- RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149
clarifies various derivative implementation issues, and is generally effective
for new contracts entered into or modified after June 30, 2003. We currently do
not enter into derivative transactions, and therefore the adoption of SFAS 149
had no impact on our consolidated financial statements.

Page 10

NOTE 11 -- RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" ("SFAS 150"). Under SFAS 150, a
mandatorily redeemable financial instrument is classified as a liability unless
the redemption is required to occur only upon the liquidation or termination of
the entity, and is measured at fair market value. Changes in the fair value or
redemption amount are recognized in earnings. SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003. For financial
instruments issued on or before May 31, 2003, SFAS 150 is effective July 1,
2003. The adoption of SFAS 150 had no impact on our consolidated financial
statements.

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." The objective of this
interpretation is to provide guidance on how to identify a variable interest
entity ("VIE") and determine when the assets, liabilities, non-controlling
interests and results of operations of a VIE need to be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity will need to consolidate the entity if the company's interest in the VIE
is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the VIE's expected residual returns, if they occur.
FIN 46 also requires additional disclosures by primary beneficiaries and other
significant variable interest holders. The provisions of this interpretation
apply to the end of the first interim period or annual period ending after
December 15, 2003 (i.e., December 31, 2003) to VIEs in which a company holds a
variable interest that it acquired before February 1, 2003. We do not believe
the adoption of FIN 46 will have a significant impact on our consolidated
financial statements.

Page 11

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations, which are not historical in
nature, are intended to be, and are hereby identified as "forward looking
statements" for purposes of the safe harbor provided by Section 21E of the
Securities Exchange Act of 1934, as amended by Public Law 104-67.
Forward-looking statements may be identified by words including, but not limited
to: "anticipate," "believe," "intends," "estimates," "promises," "expect,"
"should," "conditioned upon" and similar expressions. This discussion and
analysis contains forward-looking statements relating to future financial
results or business expectations. Business plans may change as circumstances
warrant. Actual results may differ materially as a result of factors and events
which we are unable to accurately predict or over which we have no control. Such
factors include, but are not limited to: the award or loss of significant client
assignments, timing of contracts, recruiting and new business solicitation
efforts, the healthcare market's acceptance of and demand for our offerings,
demands upon and consumption of our cash and cash equivalent resources or
changes in our access to working capital, regulatory changes and other factors
affecting the financial constraints on our clients, competitive pressures (both
domestic and foreign), economic factors specific to healthcare, general economic
conditions, unforeseen disruptions in transportation, communications or other
infrastructure components, acquisitions under consideration and the ability to
integrate acquisitions on a timely basis. Additional information regarding these
risk factors and others, and additional information concerning us are included
in our reports on file with the Securities and Exchange Commission.

We conduct our business in two segments through our primary operating
subsidiary, Superior Consultant Company, Inc. ("Superior"). Superior is a
nationally deployed, integrated technology services company that provides
Digital Business Transformation(TM) services to the healthcare industry,
connecting online technologies to business processes that have traditionally
been conducted offline. We offer business process and information technology
("IT") outsourcing, management and IT consulting services and solutions to
healthcare organizations, including health plans and technology providers, with
special emphasis on hospital systems and integrated delivery networks.

We are organized into the two business segments of outsourcing and
consulting. The outsourcing segment helps healthcare providers simplify their
management agendas, improve their return on information systems investments and
strengthen their technology management by taking on responsibility for managing
and operating all or part of the client's IT function. We deploy specialized
resources to deliver higher quality IT functionality at lower cost and help
clients avoid or reduce certain capital expenses. The outsourcing segment offers
the client an array of services, functions and economic elements that can be
tailored to the specific client agenda, including business process management,
IT management, IT planning and budgeting, applications support, applications
implementation, IT operations, data center consolidation in our processing
center, 24/7/365 network monitoring and help desk in our network control center,
financial management and risk sharing, facility management, application
unification, application outsourcing and interim management. The consulting
segment provides information technology, as well as strategic and operations
management consulting and solutions, and application support to a broad
cross-section of healthcare industry participants and information systems
vendors. The consulting segment also provides tools, strategies and solutions
designed to transform clinical operations and improve patient safety, enhance
financial performance, and promote secure and private Health Insurance
Portability and Accountability Act ("HIPAA") compliant transactions.

In recent years, we have expanded our outsourcing and solution sales
capabilities. As healthcare and other sectors implement web-based technologies
and applications, we may incur risks related to participation in such
opportunities, markets and quickly evolving lines of business. Such risks can
include, but are not limited to: new and unforeseen technologies superseding
development of web-based applications and/or the systems integration platforms
and other technologies in which we have invested; increased competition in the
outsourcing business from larger and better capitalized competitors who may also
enjoy better name recognition and other competitive advantages; the potential
advent of foreign competition from markets with lower cost structures; failure
by us to develop and offer new services and solutions demanded by the market;
failure of our services and solutions to generate sufficient demand in the
market; potential government regulation of the Internet; slowness of traditional
healthcare clients to adopt new technologies; and increased competition for
consultant talent, increasing our cost of providing services.

We derive substantially all of our revenue from fees for professional
services. We establish standard-billing guidelines based on the type and level
of service offered. Actual billing rates are established on a project-by-project
basis and may vary from the standard guidelines. Billings for time

Page 12

and materials engagements are generally contracted to be made on a bi-weekly
basis to monitor client satisfaction and manage outstanding accounts receivable
balances. Revenue on time and materials contracts is recognized as the services
are provided. Outsourcing contracts, fixed-fee projects and pre-packaged
solution sales are billed by deliverable or on a periodic basis, typically
monthly. Revenue on these contracts is generally recognized ratably over the
life of the contract or based on progress toward project milestones. As of
September 30, 2003, we have seven significant contracts to provide healthcare IT
outsourcing services. We also provide help desk and call center support, which
are typically billable on a per seat per month basis; and managed trust (digital
security) services, which are generally billed annually and recognized ratably
over the life of the contract.

There can be no assurance that we will be able to achieve profit
margins on existing and new contracts, which are consistent with our historical
levels of profitability. In addition, profit margins on outsourcing and support
contracts are generally lower than other traditional consulting engagements. On
occasion, we may collect payment prior to providing services. These payments are
recorded as deferred revenue and reflected as a liability on our consolidated
balance sheet. Increased use of fixed-fee contracts subjects us to increased
risks, including cost overruns. Moreover, we incur significant expense in the
process of seeking, developing and negotiating large fixed-fee contracts, such
as outsourcing contracts. In addition, the implementation of certain outsourcing
contracts requires significant initial investment by us in the hiring of
personnel and the acquisition of software applications and equipment to perform
the contract. Such expenses are expected to be recovered over the life of the
agreement. Some of our agreements call for penalties, or allow for early
termination in the event we fail to meet certain service levels. If we fail to
meet required performance standards in our outsourcing, or other engagements, we
could incur contractual penalties, or the agreements could terminate before we
are able to recover the investments we made in the pursuit and initiation of the
engagement. In either event, we could suffer adverse financial consequences, as
well as damage to our reputation in the industry, which could adversely and
materially affect our business, financial condition, results of operations and
the price of our common stock.

With the addition of new outsourcing contracts, we may require
additional capital for the acquisition of hardware and software with which to
perform the contracts. If our capital resources or access to capital are
restricted, we may be unable to pursue or complete new outsourcing contracts,
which could adversely and materially affect our business, financial condition,
results of operations and the price of our common stock.

We seek to increase revenue through various means, including an
increased emphasis on outsourcing contracts, an increase in the value and
duration of projects for existing and new clients, as well as continued
additions to our recurring revenue base. In addition, we seek to increase
revenue by expanding our range of specialty services with a focus on
opportunities arising from the demand for clinical quality and patient safety,
financial improvement, digital communications and system security and privacy.
We manage our client development efforts through our internal Client Partner
Organizations ("CPO") having specific geographic responsibility and focus.
Within a geographical area, our CPO members develop relationships and pursue
opportunities with strategic clients, maintain relationships with various
stakeholders (buyers, suppliers and advisors) and develop other business
opportunities. Our success in increasing our revenue will be dependent upon,
among other factors, the recovery of the marketplace, timely sales, the type,
range and quality of our services and solutions, competitive prices, growth and
improvement in proposal acceptance rates in outsourcing and consulting, and
successful competition in the marketplace. Many of the entities with whom we
compete have greater name recognition, financial resources, larger customer
bases and greater technical and sales and marketing resources, which may
adversely impact our ability to compete against them successfully. In addition,
our revenues have and can be adversely affected by unforeseen disruptions in
transportation, communications or other infrastructure components. Should we be
unsuccessful in increasing or sustaining our revenue, for these or for other
reasons, we may fail to meet the public market's expectations of our financial
performance and operating results, which could have a material adverse effect on
our common stock price.

Our most significant expense is cost of services, which consists
primarily of consultant compensation expense and operating costs associated with
our full outsourcing contracts.

Historically, consultant compensation expense has grown faster than
consultant billing rates. We have sought to address the consultant compensation
issue by adding an additional variable portion of compensation payable upon the
achievement of measurable performance goals. In addition, we have sought to
address compensation expense pressures through increased use of stock options as
an overall part of our compensation package. These efforts have been hampered in
the past by the impact of our stock price and could be affected in the future
depending upon market conditions. The market in which we compete for our
talented and highly skilled consultant work force is highly competitive. Many of
the entities with whom we compete for employees have greater financial and other
resources than we do, and may be able to offer more attractive compensation
packages to

Page 13

candidates than we can, including salary, benefits, stock and stock options. Our
ability to successfully operate our business and compete in our market is
dependent upon our ability to recruit and retain skilled and motivated sales,
management, administrative and technical personnel. If we are unable to recruit
and retain consultants to perform new and existing client engagements, our
reputation in the industry and our ability to generate revenue will both suffer,
which could have a material adverse effect on our business, financial condition
and on the price of our common stock. Moreover, our consultants are often key to
our client relationships. Loss of key consultants could impair client
relationships and adversely affect our ability to gain recurring engagements,
which could adversely affect our financial condition.

Our operating costs associated with the full outsourcing contracts have
and will continue to increase as additional clients are serviced. Additionally,
as we continue to migrate clients to the processing center, we expect to incur
incremental normative costs, which will be offset with savings over time as
additional clients are added and we are able to leverage our investment. These
costs consist primarily of, but are not limited to: equipment lease costs,
depreciation, telecommunication and facility related expenditures. We expect to
recover our investment in our processing and network management centers through
the performance of multiple outsourcing contracts and network management
("NetLinc") contracts utilizing processing center resources. If we are
unsuccessful in winning sufficient new outsourcing and NetLinc contracts, or if
the terms of outsourcing or NetLinc contracts are not sufficiently favorable to
us, or if any of the existing outsourcing or NetLinc contracts were to be
terminated early for any reason, our ability to recover our processing center
investments would be impaired, which could have a material adverse effect on our
financial condition. In addition, we will be performing data processing and
other client information systems functions through our processing centers. Any
failure by us to successfully perform our processing center functions could
adversely affect our clients' operations, which could result in contractual
performance penalties to us, early termination of one or more contracts,
potential legal liabilities and damage to our reputation in the industry, any or
all of which could have a material adverse effect on our financial condition,
results of operations and the price of our common stock.

Our net cost of services as a percentage of net revenue is primarily
driven by how efficiently we utilize our consultant resources and deliver our
consulting and outsourcing services and solutions. We attempt to optimize
efficient deployment of our consultants through initial engagement planning and
by continuously monitoring project requirements, timetables, and service and
solution deliveries. The number of consultants assigned to a project will vary
according to the type, size, complexity, duration and demands of the project.
Project terminations, completions and scheduling delays, and incremental costs
associated with the full outsourcing contracts have and can continue to cause us
to experience lower gross margins.

In recent years the healthcare industry has experienced a slow-down in
consulting expenditures as fiscal constraints imposed by federal, state and
commercial/private payers, and lingering Y2K transition effects combined forces
to dampen overall industry demand for new IT service consulting projects. Some
of these forces and others have continued to hamper demand for certain of our
services in 2003. Furthermore, changes in federal, state and commercial/private
payer reimbursement may continue to adversely affect the financial stability and
viability of our clients and may impact their ability to contract for and pay
for professional services such as those offered by us. We record a provision for
estimated uncollectible amounts based on prior collection experience.

During 2001, the events of September 11 and resulting disruptions in
air travel adversely affected our business. In addition, the aftermath of
September 11, including increased federal spending on defense, homeland security
and the Iraq War, as well as federal tax cuts, could adversely affect the
federal and state governments' spending on Medicare, Medicaid and other
healthcare initiatives. In addition, state budget deficits could adversely
affect our clients' revenues and cause them to defer or cancel projects that
would create demand for our services. In addition, our consultants often perform
services at the client's site, away from their own city or state of residence.
We are, therefore, highly dependent upon effective air travel for the
performance of a majority of our client engagements. If, as a result of
terrorist attacks, conflicts in the Middle East and other unsettling world
events, air travel becomes increasingly costly, time consuming, limited or
unreliable, or should our employees become reluctant to travel, it could harm
our ability to timely and cost effectively perform our client engagements, which
could have a material adverse effect on our financial condition and results of
operations.

In addition, our establishment of new services and market offerings and
hiring of consultants in peak hiring periods have and can from time to time
adversely affect margins. Also, seasonal factors, such as vacation days,
holidays and total business days in a quarter have and can affect margins.
Variations in services and market offering solution sales, longer outsourcing
sales cycles, uneven deployment of resources and failure to secure large
engagements can also result in quarterly variability of our net cost of services
as a percentage of net revenue. Our consultants are generally employed on

Page 14

a full-time basis and therefore we will, in the short run, incur substantially
all of our employee-related costs even during periods of low utilization, as the
majority of employment costs of these personnel are fixed. In addition, we have
and may from time to time discontinue service offerings that have not been
successful in the market. Exiting a service offering can result in lower
margins, as there may not be immediate opportunities for the reassignment of
personnel, or there may be costs associated with the separation of personnel
from us. In addition, as we have responded to the diminishing demand for certain
of our consulting services by contracting operations and reducing costs, we have
and may again incur costs associated with business contractions, and may also
lose the ability to recover investments made in personnel, equipment, office
space and other assets associated with the service lines that are reduced or
eliminated. In the event that office space is closed by us, there can be no
assurance that we will be able to sublease that space, or that sublease rents
will offset our obligations under our prime lease(s). In addition, there can be
no assurance that existing sublessees under our leases will not default in their
rent or other obligations. Default by our sublessees, or an inability by us to
sublease excess office space could have an adverse effect on our financial
condition.

Selling, general and administrative expenses include the costs of
recruiting, training and re-training, continuing education, technology, sales
and marketing, facilities, administration, outside professional fees and
depreciation.

In November 2001, the Financial Accounting Standards Board issued Staff
Announcement Topic No. D-103, "Income Statement Characterization of
Reimbursements Received for Out-of-Pocket Expenses Incurred," which states that
reimbursements received for out-of-pocket expenses should be characterized as
revenue in the income statement. The application of Staff Announcement Topic No.
D-103 does not have an impact on current or previously reported net earnings
(loss) or earnings (loss) per share. We will continue to use net revenue
(revenue before out-of-pocket reimbursements) and net cost of services (cost of
services before out-of-pocket reimbursements) to compute percentage and margin
calculations, as well as for purposes of comparing the results of operations for
the three and nine months ended September 30, 2003, to the three and nine months
ended September 30, 2002, respectively. We believe excluding out-of-pocket
reimbursements, although a non-GAAP financial measure, provides investors a
better comparison from period to period by removing the impact of fluctuations
in out-of-pocket reimbursements that do not reflect on operating performance.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of consolidated financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States of America, requires us to make judgments, assumptions and
estimates that affect the amounts reported in our consolidated financial
statements and the accompanying notes to consolidated financial statements. Our
estimates are based on prior experience, current business and market conditions,
as well as various other assumptions we believe are necessary to form a basis
for making judgments related to the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenue and
expenses during the reporting period. Significant judgments, assumptions and
estimates made by us include, but are not limited to: the allowance for doubtful
accounts and restructuring charges. Actual results could differ from these
estimates. The following critical accounting policies reflect our more
significant judgments, assumptions and estimates used in the preparation of the
consolidated financial statements. Refer to our audited consolidated financial
statements and notes thereto for the year ended December 31, 2002, for
information regarding our significant accounting policies.

Accounts Receivable Valuation. Virtually all of our accounts receivable
are due from companies in the healthcare industry. Credit is extended based on
evaluation of a customer's financial condition and, generally, collateral is not
required. Accounts receivable are due within 30 days and are stated at amounts
due from customers net of an allowance for doubtful accounts. We determined our
allowance by considering a number of factors, including the length of time trade
accounts receivable are past due, our previous loss history, the customer's
current ability to pay its obligation to us, and the condition of the general
economy and the industry as a whole. We write-off accounts receivable when they
become uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts. We typically have not assessed
interest on past due accounts.

Restructuring Charges. Prior to 2003, we accrued for restructuring
charges when we were specifically able to identify actions that needed to be
taken in response to a change in our strategic plan, product demand, increased
costs or other business factors. Effective January 1, 2003, we adopted the
provisions of Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities." This statement requires
entities to recognize costs associated with exit or disposal activities when
liabilities are incurred rather than when the entity commits to an exit or
disposal plan. We routinely evaluate the prior restructuring accruals and make

Page 15

any necessary adjustments to reflect any changes in the costs of the
restructuring activities. Estimates are based on anticipated costs to exit such
activities and are subject to change.

As of September 30, 2003, the restructuring-related accrual amounted to
approximately $1.9 million, which represents the present value of future
operating lease obligations for facilities no longer used by us, but not sublet
or sublet at amounts less than our obligation. Our restructuring accrual may be
adjusted in the future, based on our actual success in subleasing compared to
our estimate.

Our key accounting estimates and policies are reviewed with our
auditors and the Audit Committee of our Board of Directors.

Page 16

THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2002

Net Revenue.

Consulting. Net revenue in this segment decreased by $0.2 million or
1.3%, to $13.2 million for the three months ended September 30, 2003, as
compared to $13.4 million for the three months ended September 30, 2002.

Outsourcing. Net revenue in this segment increased by $2.0 million, or
26.0%, to $9.4 million for the three months ended September 30, 2003, as
compared to $7.4 million for the three months ended September 30, 2002. The
revenue increase was primarily the result of the signing of two new full
outsourcing contracts subsequent to September 30, 2002.

Net Cost of Services.

Consulting. Net cost of services in this segment decreased by $0.1
million, or 1.6%, to $8.3 million for the three months ended September 30, 2003,
as compared to $8.4 million for the three months ended September 30, 2002. Net
cost of services as a percentage of net revenue for this segment was consistent
at 62.6% for the three months ended September 30, 2003, as compared to 62.8% for
the three months ended September 30, 2002.

Outsourcing. Net cost of services in this segment increased by $1.5
million, or 22.6%, to $8.1 million for the three months ended September 30,
2003, as compared to $6.6 million for the three months ended September 30, 2002.
The increase was primarily due to the costs incurred as the result of the
signing of two new outsourcing contracts subsequent to September 30, 2002, as
well as the increased costs associated with our new processing center. Net cost
of services as a percentage of net revenue for this segment decreased to 86.2%
for the three months ended September 30, 2003, as compared to 88.6% for the
three months ended September 30, 2002. The decrease was primarily due to
increased revenue and efficiencies achieved from our processing center.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased by $1.5 million, or 18.9%, to $6.5 million for
the three months ended September 30, 2003, as compared to $8.0 million for the
three months ended September 30, 2002. The decrease was primarily attributable
to reductions in: personnel and related costs, facility expenditures and
depreciation. Selling, general and administrative expenses as a percentage of
net revenue decreased to 28.7% for the three months ended September 30, 2003, as
compared to 38.4% for the three months ended September 30, 2002. The decrease
was primarily attributable to: reductions in personnel and related costs,
increased operating efficiencies as a result of our disciplined cost controls
and an increased revenue base.

Other income and expense. Other expense was $344,000 for the three
months ended September 30, 2003, as compared to other income of $50,000 for the
three months ended September 30, 2002. The change was primarily the result of
increased interest expense incurred on our long-term obligations, including the
amortization of the costs and warrant value associated with our senior
subordinated debentures, as well as reduced interest earned on our short-term
investments during the three months ended September 30, 2003.

Page 17

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2002

Net Revenue.

Consulting. Net revenue in this segment decreased by $0.1 million or
0.3%, to $41.0 million for the nine months ended September 30, 2003, as compared
to $41.1 million for the nine months ended September 30, 2002.

Outsourcing. Net revenue in this segment increased by $3.4 million, or
14.8%, to $26.4 million for the nine months ended September 30, 2003, as
compared to $23.0 million for the nine months ended September 30, 2002. The
revenue increase was primarily the result of the signing of two new full
outsourcing contracts subsequent to September 30, 2002.

Net Cost of Services.

Consulting. Net cost of services in this segment increased by $0.5
million, or 1.8%, to $25.5 million for the nine months ended September 30, 2003,
as compared to $25.0 million for the nine months ended September 30, 2002. The
increase was primarily due to increased non-billable project expenses. Net cost
of services as a percentage of net revenue for this segment increased to 62.2%
for the nine months ended September 30, 2003, as compared to 60.9% for the nine
months ended September 30, 2002. The increase was primarily due to increased
non-billable project expenses.

Outsourcing. Net cost of services in this segment increased by $4.5
million, or 24.1%, to $23.3 million for the nine months ended September 30,
2003, as compared to $18.8 million for the nine months ended September 30, 2002.
The increase was primarily due to the costs incurred as the result of the
signing of two new outsourcing contracts subsequent to September 30, 2002, as
well as the increased costs associated with our new processing center. Net cost
of services as a percentage of net revenue for this segment increased to 88.3%
for the nine months ended September 30, 2003, as compared to 81.7% for the nine
months ended September 30, 2002. The increase was primarily due to the costs
incurred as the result of the signing of two new outsourcing contracts
subsequent to September 30, 2002, as well as the increased costs associated with
our new processing center.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased by $5.0 million, or 20.1%, to $19.9 million
for the nine months ended September 30, 2003, as compared to $24.9 million for
the nine months ended September 30, 2002. The decrease was primarily
attributable to reductions in: personnel and related costs, depreciation, and
facility expenditures. Selling, general and administrative expenses as a
percentage of net revenue decreased to 29.5% for the nine months ended September
30, 2003, as compared to 38.8% for the nine months ended September 30, 2002. The
decrease was primarily attributable to: reductions in personnel and related
costs, increased operating efficiencies as a result of our disciplined cost
controls and an increased revenue base.

Other income and expense. Other expense was $573,000 for the nine
months ended September 30, 2003, as compared to other income of $179,000 for the
nine months ended September 30, 2002. The change was primarily the result of
increased interest expense incurred on our long-term obligations, including the
amortization of the costs and warrant value associated with our senior
subordinated debentures, as well as reduced interest earned on our short-term
investments during the nine months ended September 30, 2003.

Page 18

LIQUIDITY AND CAPITAL RESOURCES

In connection with our restructuring activities, we recorded
restructuring charges of approximately $3.3 million during the year ended
December 31, 2002. These charges consisted primarily of costs associated with
the termination of a business alliance, which included the accelerated expense
associated with a certain lease obligation and the write-off of leasehold
improvements and capitalized software development costs. The restructuring
charges also included severance costs related to our organizational
restructuring and the write-off of property and equipment, partially offset by a
reduction to the 2001 accrual for restructuring costs. Refer to our audited
consolidated financial statements and notes thereto for the year ended December
31, 2002, for further details on the components of the restructuring charges.
During the three months ended September 30, 2003, we had cash outflows
associated with these restructuring charges of approximately $295,000, related
to certain lease obligations which were accrued for as of December 31, 2002.
During the nine months ended September 30, 2003, we had cash outflows associated
with these restructuring charges of approximately $1,126,000, of which
approximately $887,000 related to certain lease obligations and approximately
$239,000 related to severance costs, which were accrued for as of December 31,
2002. The current accrued liability for additional cash outflows, related to
certain lease obligations, is approximately $1.9 million and will be payable as
follows: $247,000 throughout the remainder of 2003, $798,000 during 2004,
$466,000 during 2005, $239,000 during 2006 and $183,000 during 2007.

We have entered into an unsecured financing arrangement for $8.5
million for software and professional fees related to the implementation of a
new healthcare application platform for an existing outsourcing client. The
agreement provides for sixty monthly payments in the amount of $170,046,
including interest at an annual rate of 7.35%, commencing on February 1, 2003.
During the three months ended September 30, 2003, we capitalized approximately
$0.5 million related to professional fees we incurred. As of September 30, 2003,
we have capitalized approximately $5.7 million related to software and
professional services we have received through that date. The liability
associated with the capitalized software and professional fees is $4.0 million
as of September 30, 2003. We currently anticipate the implementation project
should be completed during the fourth quarter of 2004 and we will continue to
capitalize the remaining software and professional fees throughout the project
as those costs are incurred. The principal portion of the obligation matures as
follows: $0.4 million throughout the remainder of 2003, $1.6 million during
2004, $1.7 million during 2005, $1.8 million during 2006, $1.9 million during
2007 and $0.2 million during 2008. During the three and nine months ended
September 30, 2003, we have also capitalized approximately $50,000 and $165,000,
respectively, of interest related to the project.

For consolidated financial statement presentation, we have also
included amounts relating to capital lease and other software and maintenance
financing arrangements in long-term obligations.

As of September 30, 2003, we have a line of credit arrangement with
Fifth Third Bank allowing for borrowings of up to $8.0 million, based on
qualifying accounts receivable and other operating metrics. Based on the
eligibility provisions and accounts receivable at September 30, 2003, we could
have borrowed approximately $4.0 million. At September 30, 2003, $1.9 million
was outstanding. Borrowings under the line mature in May 2004. Borrowings bear
interest at the prime rate less 0.25%. The interest rate at September 30, 2003,
was 3.75%. The line is collateralized by accounts receivable, any deposits held
by the bank, equipment and other personalty. We were in compliance with all
financial covenants as of September 30, 2003. In addition, we have letters of
credit outstanding of approximately $1.4 million issued by various banks, of
which, approximately $0.4 million is secured by bank deposits and $1.0 million
is covered by our line of credit.

In June and July 2003, we agreed to issue Senior Subordinated
Debentures (the "Debentures") and warrants (the "Warrants") to purchase 860,800
shares of our $0.01 par value common stock (the "common stock"), in exchange for
a cash investment of $8.0 million from investors pursuant to the Securities
Purchase Agreement dated as of June 9, 2003, by and between us and the
Purchasers thereto (the "Purchase Agreement"). The unsecured Debentures were
issued in an aggregate principal amount of $8.0 million with an initial maturity
date of June 9, 2006, with an option to extend the term of the Debentures for
one additional year beyond this initial maturity date to June 9, 2007, at our
sole option, subject to certain conditions. Pursuant to the terms of the
Debentures, we are required to make quarterly interest payments at the rate of
(i) 7.2% per annum commencing on July 1, 2003, until repayment in full, and (ii)
if we elect to extend the maturity date pursuant to the terms of the Debentures,
12% per annum from June 9, 2006 through June 9, 2007. We are entitled, at any
time, to make up to three partial prepayments of the Debentures in the amount of
at least 33% of the total initial indebtedness, which if the Debentures are
pre-paid in full, would result in a reduction to the number of outstanding
Warrants as provided for in the Warrant Agreement. As of September 30, 2003,
$8.0 million was outstanding on the debt.

Under the Purchase Agreement, we agreed not to incur additional
indebtedness while the Debentures remain outstanding except for (a) capital
leases, purchase money indebtedness, mortgage

Page 19

debt, performance bonds and similar instruments in the ordinary course of
business, and (b) other indebtedness for borrowed money not to exceed the
greater of $8.0 million or ten times EBITDA for the most recent quarter.
Depending upon the circumstances, these restrictions may make it difficult for
us to make acquisitions or grow our business and may restrict our access to
needed capital.

In connection with the sale of Debentures and Warrants to the
investors, our Board of Directors approved the repurchase of up to 650,000
shares of our common stock. A portion of these shares were repurchased in our
"Dutch Auction" Tender Offer, which commenced on June 16, 2003 and expired on
July 14, 2003. During the tender offer, 355,782 shares of our common stock were
properly tendered at $3.60 per share, resulting in payments, including expenses,
of approximately $1.4 million. During the three months ended September 30, 2003,
we also repurchased 64,500 shares of our common stock on the open market for
approximately $275,000.

Our primary capital needs have been, and will be, to fund our
outsourcing and solution sales initiatives, as well as our capital expenditures.
We believe after giving effect to the restructuring plan, and assuming
appropriate cost control initiatives and revenue consistent with recent levels,
that our current cash and cash equivalents, cash generated from operations,
recent funds received from the private placement of senior subordinated
debentures, plus available credit under our current and/or anticipated credit
agreements with our lenders, will be sufficient to finance our working capital
and capital expenditure requirements for at least the next twelve months. The
nature, amount and timing of our long-term capital needs can be affected by a
number of factors. For example, our strategic plan includes a heightened focus
on the development of our outsourcing business and the securing of large
contracts. Implementation of a new outsourcing contract has and can involve the
need for capital investment by us, including the hiring of new personnel and the
acquisition of a client's IT assets, including hardware and software. An
additional element of our outsourcing business strategy includes offering data
center consolidation to our clients, which has and will continue to require
investment by us in data or processing center facilities. The timing, number and
scale of potential future outsourcing contracts can impact our need for capital
resources. In addition, our future long-term capital needs will be affected by
the nature and timing of our market and service offerings, in addition to
outsourcing, and the degree and timing of success enjoyed by such offerings in
the market. A failure of our offerings to meet success in the market, and our
inability to adjust our operating expenses to an appropriate level commensurate
with operating revenues, can also affect our need for capital resources. For all
of these reasons, the other factors discussed elsewhere in this report and those
risk factors identified in our reports on file with the Securities and Exchange
Commission, our ability to project long-term revenue levels and capital needs is
subject to substantial uncertainty.

If our available funds and cash generated from operations are
insufficient to satisfy our long-term liquidity requirements, or if we do not
obtain other expected credit agreements, or if an event of default occurs under
our current and/or anticipated credit agreements with our lenders and we are
required to repay all outstanding indebtedness under the credit agreements, we
may need to seek additional sources of funding, such as selling additional
equity or debt securities or obtaining additional lines of credit. We could
also, in such event, face the need to delay or reduce the development of
services or the pursuit of contracts that would require significant investment
to complete. We could also face the need to reduce staffing levels and related
expenses or potentially to liquidate or mortgage selected assets.

If we decide that it is in our best interest to continue to raise cash
to strengthen our balance sheet, broaden our investor base, increase the
liquidity of our pool of publicly traded stock or for any other reason, we may
decide to issue additional equity or debt, notwithstanding that our currently
available funds are sufficient to meet our anticipated needs for working capital
and capital expenditures through the next twelve months. We may decide to
continue entering into such transactions to raise cash even if all of our
current funding sources remain available to us. If we issue additional
securities to raise funds, those securities may have rights, preferences, or
privileges senior to those of our common stock and our stockholders may
experience dilution. We cannot be certain that additional financing will be
available to us on favorable terms when required, or at all. Our inability to
obtain additional financing when needed could impair our ability to develop
products and services for the market; to enter into or implement new outsourcing
contracts; to implement our business strategies; and may otherwise materially
and adversely affect our financial condition.

At September 30, 2003, we had cash and cash equivalents of $15.2
million and working capital of $13.5 million, as compared with cash and cash
equivalents of $14.6 million and working capital of $14.0 million at December
31, 2002.

Our net cash provided by operations decreased to $1.4 million for the
nine months ended September 30, 2003, compared with $1.6 million for the nine
months ended September 30, 2002. The decrease in net cash provided by operations
was primarily due to the increase in current assets during the nine months ended
September 30, 2003, compared to the nine months ended September 30,

Page 20

2002 (which included an income tax refund of over $2.0 million), partially
offset by the increase in depreciation and amortization during the nine months
ended September 30, 2003, as compared to the nine months ended September 30,
2002.

Net cash of $4.2 million used in investing activities during the nine
months ended September 30, 2003, consists of additions to property, equipment
and software, which primarily relate to the new full outsourcing contracts,
partially offset by the proceeds received from the sale of real estate.

Net cash of $3.4 million provided by financing activities during the
nine months ended September 30, 2003, was the result of proceeds received from
our senior debentures, partially offset by the repurchase and retirement of our
common stock and payments on our long-term obligations and line of credit.

We previously disclosed in our quarterly press release dated October
23, 2003, that cash provided by operations for the third quarter of 2003
amounted to approximately $400,000. Actual cash provided by operations for the
third quarter of 2003 amounted to $868,000. The difference is due to the
reclassification of expenses related to the issuance of the senior subordinated
debentures paid during the quarter from operating activities to financing
activities.

We do not believe that inflation has had a material effect on the
results of our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate change market risk in connection with
our credit facility with our bank. The interest rate on this facility is tied to
the bank's prime rate, and changes in the variable rate will have an impact on
our interest expense.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing date of this report, our
management, under the supervision of our Chief Executive Officer and Chief
Financial Officer, carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Rules 13a-14
and 15d-14 under the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended. We do not expect that our disclosure controls and procedures will
prevent all errors and fraud. A control system, irrespective of how well it is
designed and operated, can only provide reasonable assurance, and cannot
guarantee, that it will succeed in its stated objectives. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in alerting them
timely to material information required to be included in our Exchange Act
filings. There have not been any significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent
to the date of the evaluation.

CHANGES IN INTERNAL CONTROLS

There were no significant changes in our internal controls or any other
factors that could significantly affect these controls subsequent to the date of
the evaluation referred to above.

Page 21

PART II -- OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On July 23, 2003, we agreed to issue Senior Subordinated Debentures and
Warrants to purchase 53,800 shares of our common stock, par value $0.01,
(subject to adjustments as discussed below) in exchange for a cash investment of
$500,000 from new investors pursuant to the Securities Purchase Agreement dated
as of June 9, 2003, by and between us and the Purchasers thereto.

The Warrants were issued pursuant to that certain Warrant Agreement
dated as of June 9, 2003, by and between us and the Warrantholders thereto. The
exercise price of the Warrants (subject to certain anti-dilution adjustments) is
$3.046 per share. The Warrants expire July 23, 2008, or, if earlier, two years
after the repayment of the Debentures in full. In addition, Warrants may be
cancelled as follows: in the event of prepayment of the debentures in full prior
to the second anniversary of issuance, seventeen percent (17%) of the Warrants
will be cancelled; or in the event of prepayment of the debentures in full after
the second anniversary of issuance and before the third anniversary of issuance,
a pro rata portion of seventeen percent (17%) of the Warrants will be cancelled
based on the number of full months between the prepayment and the third
anniversary of issuance.

The Debentures and Warrants were issued pursuant to direct private
negotiations between the investors and us. Therefore, these securities were not
issued in a public offering and are exempt from registration under Section 4(2)
of the Securities Act of 1933, as amended.

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

On July 24, 2003, we held our annual meeting of stockholders, at which
our stockholders voted in favor of the election of Charles O. Bracken, Douglas
S. Peters and Satish K. Tyagi to our Board of Directors. Messrs. Bracken, Peters
and Tyagi were each elected to serve a three-year term expiring at our 2006
Annual Meeting. In the election of Mr. Bracken, 9,321,948 votes were cast in
favor and 0 votes were cast against. In addition, there were 32,535 abstentions
and 0 broker non-voters. In the election of Mr. Peters, 9,322,593 votes were
cast in favor and 0 votes were cast against. In addition, there were 31,890
abstentions and 0 broker non-voters. In the election of Mr. Tyagi, 9,322,593
votes were cast in favor and 0 votes were cast against. In addition, there were
31,890 abstentions and 0 broker non-voters. The remaining directors whose terms
continue until 2004 include Reginald M. Ballantyne III and John L. Silverman.
The remaining directors whose terms continue until 2005 include Richard D.
Helppie, Jr., Richard P. Saslow and Ronald V. Aprahamian.

Page 22

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

4.1 Securities Purchase Agreement dated as of June 9, 2003 by and
among Superior Consultant Holdings Corporation, Superior
Consultant Company, Inc. and the Purchasers named therein,
incorporated by reference to Exhibit 4.1 to our Form 8-K
filed with the Securities and Exchange Commission on June 13,
2003.

4.2 Form of Debenture of Superior Consultant Holdings Corporation
and Superior Consultant Company, Inc., as co-borrowers,
incorporated by reference to Exhibit 4.2 to our Form 8-K
filed with the Securities and Exchange Commission on June 13,
2003.

4.3 Warrant Agreement dated as of June 9, 2003 by and between
Superior Consultant Holdings Corporation as Issuer and the
Warrantholders named therein, incorporated by reference to
Exhibit 4.3 to our Form 8-K filed with the Securities and
Exchange Commission on June 13, 2003.

10.1 Revolving Credit and Security Agreement, dated May 14, 2003,
by and among Superior Consultant Company, Inc., Superior
Consultant Holdings Corporation, ComTrust, LLC and Fifth
Third Bank, incorporated by reference to Exhibit 10.1 to our
Form 10-Q filed with the Securities and Exchange Commission
on August 14, 2003.

10.2 Revolving Line of Credit Note, dated May 14, 2003, made by
Superior Consultant Company, Inc. in favor of Fifth Third
Bank, incorporated by reference to Exhibit 10.2 to our Form
10-Q filed with the Securities and Exchange Commission on
August 14, 2003.

10.3 Guaranty and Commercial Security Agreement, dated May 14,
2003, by and between Superior Consultant Holdings Corporation
and Fifth Third Bank, incorporated by reference to Exhibit
10.3 to our Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2003.

10.4 Guaranty and Commercial Security Agreement, dated May 14,
2003, by and between ComTrust, LLC and Fifth Third Bank,
incorporated by reference to Exhibit 10.4 to our Form 10-Q
filed with the Securities and Exchange Commission on August
14, 2003.

31.1 Certification by our Chief Executive Officer with respect to
our Form 10-Q for the quarterly period ended September 30,
2003, pursuant to Rule 13A-14 or 15D-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

31.2 Certification by our Chief Financial Officer with respect to
our Form 10-Q for the quarterly period ended September 30,
2003, pursuant to Rule 13A-14 or 15D-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

32.1 Certifications by our Chief Executive Officer and Chief
Financial Officer with respect to our Form 10-Q for the
quarterly period ended September 30, 2003, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.

99.1 Form of Guaranty Agreement by and between the Subsidiaries of
Superior Consultant Holdings Corporation named therein,
Superior Consultant Holdings Corporation, Superior Consultant
Company, Inc. and the Purchasers named therein, incorporated
by reference to Exhibit 99.1 to our Form 8-K filed with the
Securities and Exchange Commission on July 29, 2003.

99.2 Investor Rights Agreement dated as of June 9, 2003 by and
between Superior Consultant Holdings Corporation, the Holders
named therein and certain other parties, incorporated by
reference to Exhibit 99.4 to our Form 8-K filed with the
Securities and Exchange Commission on June 13, 2003.

Page 23

(b) Reports on Form 8-K

On July 29, 2003, we filed a Current Report on Form 8-K, dated July 23,
2003, under Item 5, "Other Events," Item 7, "Financial Statements and
Exhibits" and Item 9, "Information Provided Under Item 12 (Results of
Operations and Financial Condition)," announcing the July 23, 2003,
agreement to issue Senior Subordinated Debentures and Warrants to new
investors pursuant to the Securities Purchase Agreement we entered into
on June 9, 2003, as well as attaching our July 24, 2003, press release
and the transcript of our July 25, 2003, investor conference call, in
which we announced and discussed, respectively, our financial results
for the fiscal quarter ended June 30, 2003.

Page 24

SIGNATURES

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

Superior Consultant Holdings Corporation

Date: November 13, 2003 /s/ Richard D. Helppie, Jr.
- ------------------------ ------------------------------------------
Richard D. Helppie, Jr.
Chief Executive Officer
(Principal Executive Officer)

Date: November 13, 2003 /s/ Richard R. Sorensen
- ------------------------ ------------------------------------------
Richard R. Sorensen
Chief Financial Officer
(Principal Financial and Accounting Officer)

Page 25

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.1 Securities Purchase Agreement dated as of June 9, 2003 by and
among Superior Consultant Holdings Corporation, Superior
Consultant Company, Inc. and the Purchasers named therein,
incorporated by reference to Exhibit 4.1 to our Form 8-K
filed with the Securities and Exchange Commission on June 13,
2003.

4.2 Form of Debenture of Superior Consultant Holdings Corporation
and Superior Consultant Company, Inc., as co-borrowers,
incorporated by reference to Exhibit 4.2 to our Form 8-K
filed with the Securities and Exchange Commission on June 13,
2003.

4.3 Warrant Agreement dated as of June 9, 2003 by and between
Superior Consultant Holdings Corporation as Issuer and the
Warrantholders named therein, incorporated by reference to
Exhibit 4.3 to our Form 8-K filed with the Securities and
Exchange Commission on June 13, 2003.

10.1 Revolving Credit and Security Agreement, dated May 14, 2003,
by and among Superior Consultant Company, Inc., Superior
Consultant Holdings Corporation, ComTrust, LLC and Fifth
Third Bank, incorporated by reference to Exhibit 10.1 to our
Form 10-Q filed with the Securities and Exchange Commission
on August 14, 2003.

10.2 Revolving Line of Credit Note, dated May 14, 2003, made by
Superior Consultant Company, Inc. in favor of Fifth Third
Bank, incorporated by reference to Exhibit 10.2 to our Form
10-Q filed with the Securities and Exchange Commission on
August 14, 2003.

10.3 Guaranty and Commercial Security Agreement, dated May 14,
2003, by and between Superior Consultant Holdings Corporation
and Fifth Third Bank, incorporated by reference to Exhibit
10.3 to our Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2003.

10.4 Guaranty and Commercial Security Agreement, dated May 14,
2003, by and between ComTrust, LLC and Fifth Third Bank,
incorporated by reference to Exhibit 10.4 to our Form 10-Q
filed with the Securities and Exchange Commission on August
14, 2003.

31.1 Certification by our Chief Executive Officer with respect to
our Form 10-Q for the quarterly period ended September 30,
2003, pursuant to Rule 13A-14 or 15D-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

31.2 Certification by our Chief Financial Officer with respect to
our Form 10-Q for the quarterly period ended September 30,
2003, pursuant to Rule 13A-14 or 15D-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

32.1 Certifications by our Chief Executive Officer and Chief
Financial Officer with respect to our Form 10-Q for the
quarterly period ended September 30, 2003, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.

99.1 Form of Guaranty Agreement by and between the Subsidiaries of
Superior Consultant Holdings Corporation named therein,
Superior Consultant Holdings Corporation, Superior Consultant
Company, Inc. and the Purchasers named therein, incorporated
by reference to Exhibit 99.1 to our Form 8-K filed with the
Securities and Exchange Commission on July 29, 2003.

99.2 Investor Rights Agreement dated as of June 9, 2003 by and
between Superior Consultant Holdings Corporation, the Holders
named therein and certain other parties, incorporated by
reference to Exhibit 99.4 to our Form 8-K filed with the
Securities and Exchange Commission on June 13, 2003.