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Sourcecorp Inc – ‘10-K’ for 12/31/03

On:  Friday, 3/12/04, at 5:28pm ET   ·   For:  12/31/03   ·   Accession #:  1047469-4-7761   ·   File #:  0-27444

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

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

FORM 10-K

Commission file number 0-27444

SOURCECORP, Incorporated
(Exact name of Registrant as specified in its charter)

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)

(Former name or former address 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ý    No o

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

        The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 2003 (the last business day of the Company's most recently completed second fiscal quarter) was $349,209,101 based on the last sale price of $21.60 of the Registrant's Common Stock, $.01 par value per share, on the Nasdaq National Market on June 30, 2003.

        As of February 27, 2004, 16,096,156 shares of the Registrant's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

        Portions of the Proxy Statement for the 2004 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year ended December 31, 2003 are incorporated by reference into Part III of this Form 10-K.

SOURCECORP, Incorporated
2003 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

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PART I

        This Annual Report on Form 10-K (the "Report") contains certain forward-looking statements such as our intentions, beliefs, expectations, strategies, predictions or any other variation thereof or comparable phraseology of our future activities or other future events or conditions within the meaning of Section 27A of the Securities Act of 1993, as amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, the risk of integrating our operating companies, of the timing and magnitude of technological advances, of the occurrences of future events that could diminish our customers' needs for our services, of a change in the degree to which companies continue to outsource business processes, as well as such other risks set forth under the heading Risk Factors included in this report. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

ITEM 1. Business

General

        SOURCECORP, Incorporated is a national provider of business process outsourcing solutions specializing in document and information management and a provider of specialized knowledge-based processing and/or consulting solutions. We offer clients in information-intensive industries—such as financial services, healthcare, legal, government, and transportation—the solutions to manage their information and document intensive business processes and the solutions to fulfill certain specialized knowledge-based processing and consulting requirements, enabling these organizations to concentrate on their core competencies.

        As a national business process outsourcing provider, we operate approximately 98 facilities in 26 states, Washington, D.C. and Mexico, with approximately 6,800 employees at December 31, 2003.

        We serve a diverse client base, including customers in the financial services, healthcare insurance, healthcare provider, legal and transportation/logistics industries as well as public sector agencies. Enterprises can outsource many of their information management, distribution and specific information-intensive processes as well as certain specific knowledge-based processing and/or specialized subject matter needs to us due to the breadth of our outsourcing capabilities and subject matter expertise.

        We believe that the business process outsourcing solutions and consulting markets are growing due to several factors, including: (i) government regulations that require lengthy document retention periods and rapid accessibility for many types of records; (ii) continuing advancements in computer, networking, facsimile, printing and other technologies that have greatly facilitated the production and wide distribution of documents; (iii) the increasing litigiousness of society, necessitating access to relevant documents and records for extended periods of time and requiring specialized subject matter expertise; and (iv) increased customer expectations of low cost access to records on short notice.

        Our customer profile includes enterprises, both commercial and public-sector, that have information-intensive business processes involving large volumes of documents, forms, case files and storage, with frequent access and distribution requirements or that have other types of information needs that require specialized processing and/or subject matter expertise. We believe that these clients will continue to increase their outsourcing for these needs in order to further focus on their core

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operating competencies and revenue generating activities; reduce fixed costs, including labor and equipment costs; utilize, on a project basis, highly qualified subject matter experts without incurring the ongoing costs; and gain access to new technologies without incurring the investments and risks of obsolescence associated with the technologies required to effectively meet these needs.

Business Strategy

        Our goal is to become a leading provider in the U.S. of business process outsourcing solutions for information and document intensive vertical markets, including healthcare insurance, financial services, healthcare provider, transportation/logistics, federal and state government, and legal industries and a leading provider of certain knowledge-based processing and consulting services. Achieving our goal will involve extending our involvement in key business processes that we support today with additional processing and consulting capabilities. We have implemented the following focused business strategy, which we believe will attract and retain clients:

        Economies and Efficiencies.    We intend to deliver superior, faster and more cost effective services than our customers can provide for themselves.

        Scope and Scale.    We plan to continue to establish a range of business process outsourcing services to meet the diverse needs of our customers by expanding existing platforms and making selected strategic acquisitions. We intend to continue to handle large volume engagements associated with information-intensive processes.

        Flexible Service Delivery.    We intend to continue to provide outsourced service facilities, on-site facility management and dedicated customer operations through our network of domestic and international workforce and vendor relationships.

        Information and Technology Lifecycles.    We intend to continue to be involved during the stages of the information lifecycle from mailroom operations, data capture, conversion and storage to analysis and output processing. In addition, we intend to further develop processing capabilities and expect to continue to be involved in the technology lifecycles from paper to electronic, making use of web-based and other technologies.

        Invest in Sales Resources.    We intend to expand investments in sales and sales support personnel and resources to expand our pursuit of long-term customer relationships within our key markets. We intend to increase the number of large accounts we can pursue at a given time and, over time increase our win rates through additional client references and successful testimonials.

        Emphasize Account Penetration.    We intend to emphasize account penetration in two primary ways. First, we intend to continue to sell our existing clients additional business process outsourcing solutions. Second, we intend to use our technology advances and industry specific knowledge to sell solutions to new clients.

        Invest in Technology.    We intend to continue our investments in technology in order to expand our business process outsourcing solutions, facilitate the integration of our service platforms, reduce labor costs relative to our growth, and provide our services in more efficient ways. These investments include the acquisition of new-generation high speed scanning equipment, optical character recognition software and systems, communication systems, and other infrastructure related to our service platforms.

        Internet.    We intend to continue to utilize web-based technologies. Our plans include business-to-business e-commerce enabler products to provide critical back office functions. Our e-business strategy revolves around three areas: (i) order entry and status; (ii) web conversion services; and (iii) web storage and retrieval.

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        Retain and recruit highly qualified consultative professionals.    We intend to continue our recruiting activities for highly qualified consultative professionals in order to expand our professional economic research and litigation support services. Additionally, we intend to maintain a critical mass of consultative professionals in order to handle multiple large, complex assignments simultaneously.

Acquisition and Divestiture Strategy

        We have transitioned to an operating company supported by a strategic acquisition program. Since our inception, we have acquired 72 companies and divested 17 operating units as of December 31, 2003. Of these acquisitions, 85% were completed in the first four years following our initial public offering, in January 1996, as we established a geographic footprint to enable us to provide services nationally. Periodically, we evaluate candidates for acquisition, as well as our operating units for possible divestiture, as a part of our strategic plan. Acquisition candidates are evaluated in conjunction with our operating management team in order to acquire those candidates that meet certain strategic requirements. These criteria include service expansion to broaden service offerings, additional technology, added management strength, industry expertise, expansion of our customer base and geographic need. We believe that we will continue to be a successful acquirer of other business process outsourcing solution and knowledge management companies, nevertheless, there are numerous risks associated with our acquisition program. See "Risk Factors." We evaluate the strategic fit of our operations in order to optimize the use of our capital and management resources. Examples of the criteria used in determining strategic fit include, but are not limited to, cash flow generating capability, revenue and earnings growth opportunity, return on invested capital requirements, market growth potential, and expected ongoing capital requirements.

        During the second and third quarters of 2001, we completed a strategic realignment plan to better position the Company to pursue business process outsourcing and certain knowledge-based services. As part of this plan, we identified certain non-strategic service offerings for divestiture or closure, and accordingly, developed and committed to a divestiture plan. The non-strategic service offerings were evaluated based on criteria such as cash flow generating capability, revenue and earnings growth opportunity, return on invested capital requirements, market growth potential, and expected ongoing capital requirements.. Pursuant to this plan, we completed the sale or closure of 15 operating units during 2001. These units related to the following services: (i) automated litigation support services; (ii) high-speed, multiple-set reproduction of documents; (iii) records acquisition in the form of subpoena of business documents and service of process; (iv) commercial system integration services; and (v) investor services.

Services Offered

        We provide a variety of business process outsourcing solutions and knowledge-based services and draw upon our available services and expertise to develop solutions for our clients based on their specific needs. As a result of the 2001 strategic realignment plan discussed above, we realigned our operating units into the following segments: Information Management and Distribution; and Healthcare, Regulatory, and Legal Compliance. See Note 16, Segment Reporting, of Notes to Consolidated Financial Statements of SOURCECORP, Incorporated and subsidiaries (the "Consolidated Financial Statements") for the last three years' financial results under these segments.

        Information Management and Distribution.    We offer Business Process Outsourcing ("BPO") solutions that help our customers manage the Document In-flow, Workflow Processing and Statement Out-flow of their mission critical business document processes. Our BPO solutions enable customers to automate their complex workflow processes by digitizing extremely large volumes of documents, capturing information from the documents, hosting electronic documents on our Web-based repository, and preparing statements that customers mail or present electronically to their end users. We offer our BPO solutions to businesses in document intensive industries, such as healthcare insurance, financial

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services, healthcare provider, transportation/logistics, and federal and state government. Information Management and Distribution represented 58.3% of revenue and 49.0% of pre-tax income during 2003.

        Document In-flow:    Our BPO solutions start with our ability to receive and process customer documents at more than twenty sites located throughout the United States and multiple offshore venues. Our services include outsourced mailroom management, high-speed electronic scanning, automated data capture using optical character recognition (OCR) software, and domestic and offshore data entry. Each day, we process millions of document pages in our highly efficient processing facilities.

        Workflow Processing:    Once the documents are digitized and key information is captured in a database, we can host customers' electronic documents and enterprise workflow applications on FASTRIEVE, our Web-based document repository and workflow platform. FASTRIEVE allows customers to quickly implement enterprise workflow applications without the capital investment and ongoing maintenance costs required by an in-house system. Each day, thousands of users at more than twenty companies access FASTRIEVE's secure data center to integrate their electronic documents with workflow applications specific to their industries. FASTRIEVE's online document repository enables workflow processes involving mortgage loan documents, healthcare claims, patient records, personnel files, tax files, accounts payable and other mission critical business document processes.

        Statement Out-flow:    We also process customer data to create, print, and mail statements to our customers' end users. We operate three large statement processing and out-bound mail facilities in the Eastern, Midwest, and Western United States. Our national "footprint" allows us to efficiently deliver statements to any mail zone in the United States. We also provide our customers with the ability to present electronic statements to their end users through our Web-based statement repository or by email. Each day, we create, print, and mail thousands of statements including brokerage statements, bank statements, and customer invoices.

        In conjunction with statement out-flow, we also operate two large print and mail facilities in California and Oklahoma that provide customers with full-service printing and direct mail services. Our print and mail applications include large-scale distributions of corporate advertising, fund raising materials for non-profit groups, credit card applications, and annual reports.

        Healthcare, Regulatory and Legal Compliance.    We offer specialized knowledge-based processing and consulting services that include medical records release, record management services for healthcare institutions, temporary staffing for healthcare institutions, providing managed care compliance reviews, class action claims administration, and professional economic research and litigation services. Healthcare, Regulatory and Legal Compliance represented 41.7% of revenue and 51.0% of pre-tax income during 2003. The greater proportion of pre-tax income results from the higher margin nature of project revenue.

        Medical records release services consists of processing a request for a patient's medical records from a physician, insurance company, attorney, healthcare institution or individual. The medical records release service provider initially verifies that the release is properly authorized, coordinates the retrieval of the record, determines the relevant parts of the record to be copied and delivers the copied records (or portions thereof) to the requesting party. Medical records release services are provided on-site and off-site pursuant to contracts with hospitals, other large healthcare institutions and insurance companies. The medical records release service provider bills the recipient directly and sometimes pays a fee to the hospital.

        Record management services consist primarily of active or open shelf storage. Active or open shelf storage services involve the storage, processing (i.e., indexing and formatting), retrieval, delivery and return to storage of documents in a rapid time frame. Many of these services are provided electronically through web-enabled applications. Service fees generally include a monthly fee based on

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activity levels and volumes stored, with additional billing for specialized requests. To a smaller extent, we store inactive documents.

        Additional Healthcare and Compliance services include document and data conversion, archiving and imaging services for hospital radiology departments, imaging and electronic storage of medical records for hospitals, coding and abstracting of medical records, managed care payment compliance reviews, and temporary staffing services for hospital information management departments.

        Class Action Claims Administration Services include turnkey services to administer legal settlements. Services include compiling and managing claims databases, conducting mail campaigns for settlement communications and providing communication support for settlements through our in-bound call centers. We identify and notify members of class action lawsuits or other groups, answer questions, track and record contact with class action or other group members, process claims and distribute settlement funds.

        Professional Economic Research and Litigation Services include the utilization of highly skilled and experienced professionals and the application of key intellectual property and experience based proprietary data to provide help in solving client problems. We are engaged in complex, high profile and high economic risk litigation matters to offer expert analysis and testimony. Our high level consulting services range from fair lending, labor discrimination and forensic analysis to trial support for law firms and corporations.

Sales and Marketing

        We have a broad customer base with no customer accounting for more than 10% of revenue or gross profit for the year ended December 31, 2003. However, the loss of any one of our significant clients could leave us with a significantly higher level of fixed costs than is necessary to serve our remaining clients, and could have a material adverse effect on our results of operations. Our sales efforts are accomplished on a national basis through regionally based sales teams with vertical market focus. We continue to focus on increasing revenue from our current customer base through major account management focused on increasing service levels, selling additional services to existing and new departments, and piloting new service offering content.

Competition

        The business process outsourcing solution and consulting markets in which we compete and expect to compete are highly competitive. A significant source of competition is the in-house capability of our target client base. There can be no assurance that these businesses will outsource more of their business processing or consulting needs or that they will not bring in-house, services that they currently outsource. In addition, certain of our competitors are larger businesses and have greater financial resources than we do. Certain of these competitors operate in broader geographic areas or offer a broader set of capabilities than we do, and others may choose to enter our areas of operation in the future. We intend to continue to enter new geographic areas through internal growth and potentially through acquisitions and expect to encounter significant competition from established competitors in each of such areas. As a result of this highly competitive environment, we may lose clients or have difficulty in acquiring new customers and new companies and our results of operations may be adversely affected.

        We believe that the principal competitive factors in providing business process outsourcing or consulting services include quality, reliability and security of service, industry specific knowledge and price. We compete primarily on the basis of quality of service and client segment specific knowledge as well as our ability to handle large volumes and projects, and believe that we compete favorably with respect to these factors. We continue to integrate best practice delivery processes into all of our service-delivery capabilities to improve our quality and service levels and to increase operational

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efficiencies. We have also integrated the use of offshore resources and personnel in order to increase pricing competitiveness.

Employees

        At December 31, 2003, we had approximately 5,700 full-time and approximately 1,100 part-time employees. Our employee count fluctuates from time to time based upon the timing and duration of certain project revenue engagements. We also utilize contract labor in certain functions of our business. At December 31, 2003, we had 114 employees represented by labor unions. We consider our relations with our employees to be good.

Available Information

        Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our website (www.srcp.com) as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission.

Our Executive Officers

        The following table sets forth certain information concerning each of our executive officers as of February 27, 2004:

        Thomas C. Walker has been our Chairman of the Board since our inception in September 1994 and has been our Chief Development Officer since November 1995. From September 1994 until November 1995, Mr. Walker held the positions of President and Chief Executive Officer. From August 1991 to December 1994, Mr. Walker was Vice President, Corporate Development, of Laidlaw Waste Systems, Inc., a subsidiary of Laidlaw, Inc., a waste management company, where he was responsible for its acquisition and divestiture program in the United States and Mexico. Mr. Walker has been responsible for the acquisition or divestiture of several hundred businesses over a 30-year period. Mr. Walker holds a B.S. degree in Industrial Engineering from Lafayette College.

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        Ed H. Bowman, Jr. has been our President and Chief Executive Officer and a Director since November 1995. From 1993 to 1995, Mr. Bowman was Executive Vice President and Chief Operating Officer of the Health Systems Group for First Data Corporation, a financial services company. Mr. Bowman was responsible for the day-to-day operations of research and development, marketing and customer service. From 1983 to 1993, Mr. Bowman served in a number of executive positions with a leading healthcare information systems company; responsibilities included VP—International, VP—Marketing, Senior VP—Customer Services, Group Senior VP—Research and Development, and last serving as Executive Vice President and Chief Operating Officer with responsibility for domestic operations. Prior to 1983, Mr. Bowman was with Andersen Consulting (currently known as Accenture), where he was elected a Partner. Mr. Bowman became a C.P.A. in 1973 and holds an M.S. degree from Georgia Institute of Technology and a B.B.A. from Georgia State University. Mr. Bowman is an investor and former board member of several early-stage, privately held high technology companies and has served on the Board of the Advanced Technology Development Center at Georgia Tech. Mr. Bowman currently serves on the Advisory Board to the President of Georgia Tech and on the Advisory Board of the Robinson School of Business at Georgia State University.

        Barry L. Edwards has been an Executive Vice President and our Chief Financial Officer since August 2000. From November 1994 to March 2000, Mr. Edwards was Executive Vice President and Chief Financial Officer for AMRESCO, a nationwide financial services company. He was responsible for the company's financial reporting, treasury and risk management, corporate accounting, information technology, audit, human resources and investor relations. From December 1978 to November 1994, Mr. Edwards was Vice President and Treasurer of Liberty Corporation, an insurance and broadcasting holding company, where he was responsible for all aspects of finance, including SEC reporting, financing, tax and audit functions. Mr. Edwards received a B.S. degree in Finance and Economics from Lehigh University in 1969 and an M.B.A. degree from the University of Virginia Darden School Of Business in 1972. Mr. Edwards is a board member for Ryan's Family Steakhouses and Robert Harris Homes.

        Charles S. Gilbert has been a Senior Vice President, Secretary and General Counsel since January 2001, a Vice President, Secretary and General Counsel since August 2000, our Secretary and acting General Counsel since July 2000 and corporate counsel since April 2000. From 1991 until joining us he practiced law in the corporate securities section of Jackson Walker LLP, Dallas, where he was elected partner. Mr. Gilbert holds a B.S. degree in Physics from The University of Texas and a J.D. from The University of Texas School of Law.

        Michael S. Rupe has been a Division President since September 2000. From March 1998 through August 2000, Mr. Rupe served as President and Chief Executive Officer of Solomon Software, Inc., an accounting and business software company that was sold to Great Plains Software in June 2000. From March 1997 to February 1998, Mr. Rupe served as Executive Vice President and Chief Financial Officer of Solomon Software, Inc. From August 1995 through February 1997, Mr. Rupe was Senior Vice President of Finance and Administration at FormMaker Software, Inc., a document technology company, which merged with Image Sciences Corp. to form DocuCorp International. Mr. Rupe holds a B.S. degree in Accounting from the University of Kentucky.

        Kerry Walbridge has been a Division President since March 2001. Prior to joining SOURCECORP, Mr. Walbridge was President and CEO of eMake Corporation, a first-to-market provider of web based (ASP) hosted ERP software and electronic supply chain services to the manufacturing market. In his position at eMake, Mr. Walbridge launched the company with venture funding and guided development of the go-to-market strategy. He successfully integrated a traditional software business with eBusiness processes securing several industry awards, such as being named to eBusiness "Top 100 Software & Technology Listings." Prior to joining eMake, Mr. Walbridge was Senior Vice President Sales and Marketing for Outsourcing Solutions, Inc., the nations largest provider of accounts receivable management services. In this role Mr. Walbridge helped identify synergies among multiple acquired companies and lead subsequent integration efforts. Mr. Walbridge also held Division Vice President/

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General Manager roles with Electronic Data Systems (EDS) and McDonnell Douglas Systems Integration for over 15 years. Mr. Walbridge graduated with a business degree from the St. Louis University with graduate work at the University of Virginia Darden School of Business.

        Ronald Zazworsky has been a Division President since November 2000. From October 1997 until November 2000, Mr. Zazworsky was our Senior Vice President—HealthSERVE. From February 1994 until July 1997, Mr. Zazworsky was Senior Vice President at Medaphis Corporation, an outsourcer of financial and business management services for hospitals and physician groups. From April 1992 to February 1994, Mr. Zazworsky was President and CEO at Habersham Banking Solutions, Inc., a private check imaging software firm, where he also served on its board of directors. Prior to 1992, Mr. Zazworsky was employed at HBOC, a healthcare systems and services organization, as Regional Vice President for eight years. Previously, Mr. Zazworsky held various sales, marketing, and management positions at IBM. Mr. Zazworsky holds a B.A. degree from Gettysburg College and a M.B.A. degree from Emory University.

        Dave Delgado has been a Division President since January 2004. Mr. Delgado joined the Company in September 1996 as a result of SOURCECORP acquiring Zia Information Analysis Group. From July 1999 to January 2004, Mr. Delgado was responsible for the legal consulting business segment at SOURCECORP. Prior to joining SOURCECORP, Mr. Delgado founded and served as the President and Chief Executive Officer of Zia Information Analysis Group specializing in expert witness testimony and case management services. Prior to founding Zia Information Analysis Group, Mr. Delgado was a Partner with Peterson Consulting, a national consulting firm specializing in economic damage and expert witness testimony. Mr. Delgado has provided expert witness testimony in both California State Court and Federal Court. Mr. Delgado graduated from Stanford University where he majored in civil engineering and minored in economics.

        Steve Davis has been Chief Information Officer since January 2004. From April 2002 to January 2004, Mr. Davis was Chief Technology Officer for SOURCECORP's Business Process Solutions Division. From December 1999 until joining SOURCECORP, Mr. Davis was Executive Vice President at Michael's Stores where Mr. Davis led advanced technology initiatives, including the launch of Michaels' first electronic commerce business and call center operations, as well as supply chain enablement programs. Mr. Davis also held various technology management positions at IBM and led the e-Business Solutions Group for IBM's Western Geography, providing leadership for large-scale professional services and systems integration projects. Mr. Davis has a successful 16 year track record in technology management focused on customer-oriented, high-impact technology solutions. Mr. Davis is an honors graduate of Texas A&M University where he majored in Information Management Systems.

        Ralph D. Burns has been Vice President of Corporate Development for SOURCECORP since May of 2003. From 1999 until May 2003, Mr. Burns held several senior management roles at EDS including Vice President of Marketing and Portfolio Management globally for E solutions, the solutions consulting division of EDS, responsible for global business strategy, M&A, Alliances, Marketing, Communications, Portfolio Management, and Market Analyst Relations. In 1998 and 1999 Mr. Burns was Director for Cap Gemini America responsible for the Financial and E-Commerce practices in the southwest. From 1979 until 1998 Mr. Burns held various positions at MTech (acquired by EDS in 1988) including VP Corporate Operations and VP Emerging Business Development where he was responsible for developing new businesses areas. From 1973 until 1979 Mr. Burns held various management positions at Republic National Bank in Dallas.

        W. Bryan Hill has been a Vice President and our Chief Accounting Officer since November 2001. From August 2000 to October 2001, Mr. Hill served with us as a Director of Accounting. From July 1996 until joining us, Mr. Hill was Senior Vice President of Accounting and Finance with FirstPlus Consumer Finance. Previously, Mr. Hill held various accounting and finance positions with Associates First Capital for over seven years with Director of Corporate Finance being his last position. Mr. Hill holds a B.B.A. degree in Accounting from Texas Christian University and has been a C.P.A and a C.M.A from 1996 and 2000, respectively.

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RISK FACTORS

        YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE MAKING AN INVESTMENT DECISION. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE HURT, THE PRICE OF OUR SECURITIES COULD DECLINE, WE MAY NOT BE ABLE TO REPAY OUR DEBT SECURITIES, IF ANY, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED IN THIS REPORT AND INCORPORATED IN THIS REPORT BY REFERENCE, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES.

We face intense competition

        The business process outsourcing services industry is highly competitive. We cannot guarantee that we will be able to compete successfully in the future. A significant source of competition is the in-house capability of our targeted client base. We cannot assure you that these businesses will outsource more of their document and information management needs or that such businesses will not bring in-house, services that they currently outsource. In addition, certain of our competitors have greater financial resources than we do, operate in broader geographic areas than we do, have a greater international presence than we do, and/or offer a broader range of services in certain segments. In such an increasingly competitive environment, we may lose clients or have difficulty in acquiring new clients and new companies, and our results of operations may be adversely affected. In addition, we may be forced to lower our pricing, or, if demand for our services decreases our business, financial condition and results of operations could be materially and adversely affected.

Revenue mix may impact margins

        Project revenue includes one-time projects in which the customer relationship is not expected to continue after project completion. Conversely, recurring revenue is characterized by customer relationships that are generally for one year and may continue for longer. Recurring revenue is typically based on transaction volumes sent to us by our customers and these volumes are typically not contractual or otherwise guaranteed. Project revenue margins are usually higher than our average margins and the workload can be highly volatile. Recurring revenue typically has lower margins than project revenue but is usually more predictable. To the extent our business mix shifts from project- oriented to recurring service offerings, our gross margins, operating income, and operating cash flow may decline.

Our clients' ability to terminate contracts creates an uncertain revenue stream

        Some of our government and other clients can terminate their contracts for any reason, provided the notification procedures stated in the contract are followed, regardless of our performance. In addition, public sector contracts are subject to public policy and funding priorities. Some of our contracts with clients provide for termination, fee credits or financial penalties in the event our performance is not consistent with the service levels specified in those contracts. In these situations, our revenue stream may become volatile.

We depend on certain client industries

        We derive our revenue primarily from document and information intensive industries. Fundamental changes in the business practices of any of these client industries, whether due to regulatory, technological, the internet or other developments, could cause a material reduction in demand by our clients for the services offered by us. Any reduction in demand could have a material adverse effect on our results of operations. The business process outsourcing service industry is characterized by

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technological change, evolving client needs and emerging technical standards. Although we believe that we will be able to continue to offer services based on new technologies, we cannot assure you that we will be able to obtain any of these technologies, that we will be able to effectively implement these technologies on a cost-effective or timely basis or that such technologies will not render obsolete our role as a third party provider of business process outsourcing services.

Client Concentration/Investments in Clients

        Our success depends substantially upon retaining our significant clients. One of our customers represents 8.1% of our revenue and 9.8% of our gross profit. Generally, we may lose clients due to a merger or acquisition, business failure, contract expiration, conversion to a competitor or conversion to an in-house system. We cannot guarantee that we will be able to retain long-term relationships or secure renewals of short-term relationships with our significant clients in the future. We incur a high level of fixed costs related to certain of our business process outsourcing clients. These fixed costs result from significant investments, including computer hardware platforms, computer software, facilities, and client service infrastructure. The loss of any one of our significant clients could leave us with a significantly higher level of fixed costs than is necessary to serve our remaining clients, and could have a material adverse effect on our results of operations.

We depend on our personnel

        Our operations depend on the continued efforts of our executive officers and on senior management of our operating companies. If any of these people are unable or unwilling to continue in their present role, or if we are unable to attract and retain additional managers and skilled employees, our business could be adversely affected. We do not currently have key person life insurance covering any of our executive officers.

        Our success also depends upon our ability to attract, retain and motivate highly skilled and qualified personnel. If we fail to attract, train, and retain sufficient numbers of these technically-skilled people, our business, financial condition, and results of operations could be materially and adversely affected. Further, parts of our business are individual or relationship driven; as such, a loss of key individuals may have a material, adverse affect on our business.

Meeting changes in technology could be costly and, if we do not keep up with these changes, we could lose existing clients and be unable to attract new clients

        The markets for our business process outsourcing services are subject to rapid technological changes and rapid changes in client requirements. To compete, we commit substantial resources to operating multiple hardware platforms, to customizing third-party software programs and to training client personnel and our personnel in the use of new technologies. Future hardware, software and other products may be able to manipulate large amounts of documents and information more cost effectively than existing products that we use. Information processing is shifting toward client-server and web-based systems, in which individual computers or groups of personal computers and mid-range systems replace older systems. This trend could adversely affect our business and financial results and result in us losing clients and being unable to attract new clients. We have committed substantial resources to developing outsourcing solutions for these distributed computing environments. We cannot guarantee that we will be successful in customizing products and services that incorporate new technology on a timely basis. We also cannot guarantee that we will continue to be able to deliver the services and products demanded by the marketplace.

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We may have business interruptions

        Certain of our operations are performed at a single location and are dependent on continuous computer, electrical, and telephone service. As a result, any disruption of our day-to-day operations could have a material adverse effect upon us. We cannot assure you that a fire, flood, earthquake, terrorist activities, power loss, telephone service loss, problems caused by computer or technology issues or other events affecting one or more of our facilities would not disable these services. Any significant damage to any facility or other failure that causes significant interruptions in our operations may not be covered by insurance. Any uninsured or underinsured loss could have a material adverse effect on our business, financial condition or results of operations.

Any future acquisitions will require financing

        We currently intend to finance any future acquisitions by using cash and in some cases our common stock for all or a portion of the consideration to be paid. In the event that our common stock is not at a sufficient value at the time of an acquisition, or potential acquisition candidates are unwilling to accept our common stock as consideration for the sale of their businesses, we may be required to use more cash, if available, in order to consummate acquisitions. If we do not have sufficient cash, our growth through acquisitions could be limited unless we are able to obtain capital through additional debt or equity financings. Under our line of credit with a group of banks led by Bank of America, SunTrust and Wells Fargo, we and our subsidiaries could borrow, on a revolving credit basis, loans in an aggregate outstanding principal amount up to $297.5 million for working capital, general corporate purposes and acquisitions, subject to certain financial covenants and ratios in the line of credit. As of December 31, 2003, the availability under the line of credit was approximately $73.6 million. We cannot assure you, however, that funds available under our line of credit will be sufficient for our needs.

Our financial covenants could adversely affect our ability to borrow

        Under our line of credit agreement, we are subject to certain reporting requirements and financial covenants, including requirements that we maintain minimum levels of net worth, a maximum ratio of funded debt to EBITDA and other financial leverage ratios. While we are currently in compliance with such covenants, an erosion of our business could place the Company out of compliance in the future. Potential remedies for the lenders include declaring all outstanding amounts immediately payable, terminating commitments and enforcing any liens; however, in the event of any future noncompliance the Company may seek a waiver from such lenders. See Note 8, Long-term Obligations and Credit Facilities, of Notes to Consolidated Financial Statements.

We may have future goodwill impairments

        Due to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets that have indefinite useful lives are not amortized but rather are evaluated at least annually for impairment. The valuation of goodwill for impairment involves a high degree of judgment. Based on our estimates and assumptions underlying the valuation, impairment is determined by estimating the fair value of a reporting unit and comparing that value to the reporting unit's book value. If economic events occur that cause us to revise our estimates and assumptions used in determining the fair value of our goodwill and other intangible assets, such revisions could result in an impairment charge that could have a material adverse impact on our financial statements during the period incurred. A reporting unit is either at the operating segment level or one reporting level below and could consists of several service offerings aggregated into a single reporting unit. Service offerings are aggregated when they are similar in the following areas: economic characteristics, products and services, production processes, methods for distributing or delivering products, and type or class of customers.

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Divesting a service offering could have a material adverse affect on our financial statements

        Periodically, we evaluate the strategic fit of our operations in order to optimize the use of our capital and management resources. Examples of the criteria used in determining strategic fit include, but are not limited to, cash flow generating capability, revenue and earnings growth opportunity, return on invested capital requirements, market growth potential, and expected ongoing capital requirements. Service offerings determined to be non-strategic could be sold or otherwise divested. Any such divestiture activity could result in a significant loss on disposal dependent upon many factors, such as: the expected financial performance of the service offering, the growth potential of the service offering, and the current economic conditions at the time of divestiture.

Intellectual property infringement claims could require us to incur substantial costs to defend the claims, change our services, purchase new licenses or redesign our use of challenged technology

        We do not own the majority of the software that we use to run our business; instead we license this software from a number of vendors. If these vendors assert claims that we or our clients are infringing on their software or related intellectual property, we could incur substantial costs to defend these claims. In addition, if any vendors' infringement claims are ultimately successful, our vendors could require us: (i) to cease selling or using products or services that incorporate the challenged software or technology; (ii) to obtain a license or additional licenses from our vendors; or (iii) to redesign our products and services that rely on the challenged software or technology. We are not currently involved in any material intellectual property litigation, but could be in the future to protect our trade secrets, trademarks or know-how, or to defend ourselves or our clients against alleged infringement claims.

We may be liable for breach of confidentiality

        A substantial portion of our business involves the handling of documents containing privacy controlled, confidential and other sensitive information. Although we have established procedures intended to prevent any unauthorized disclosure of confidential information and, in some cases, have contractually limited our potential liability for unauthorized disclosure of such information, we cannot assure you that unauthorized disclosures will not result in a material liability to us.

Government regulations may hinder our ability to change prices

        In our medical records release of information business, there is state legislation from time to time designed to limit the price that can be charged for copying and distributing medical records information. Depending on the severity of such pricing legislation, there can be significant pressure on the profit margins associated with providing medical records release services. Today, some form of pricing legislation exists in many states in the United States. Further, such pricing legislation from time to time results in putative class action lawsuits alleging that the charge for reproducing certain medical records is not in conformity with such plaintiffs' reading of the applicable regulated charge. We are from time to time a party to such putative class action lawsuits. The defense of these putative class action law suits can exert further pressure on related profit margins.

HIPAA regulations

        As a result of statutory authority granted pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the United States Department of Health and Human Services has recently issued regulations regarding the use and disclosure of personal health information by healthcare providers, health plans, and certain other "covered entities" operating in the healthcare industry. The HIPAA regulations require covered entities to take steps to maintain the privacy and security of personal health information. While we are not a "covered entity" directly governed by these

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regulations (though in some cases the Company's group health plans may be "covered entities"), many of our customers are covered entities under the HIPAA regulations, and these customers are required to adjust their business arrangements to comply with HIPAA. These customers will be required to enter into "business associate arrangements" with us that conform to the requirements of HIPAA. The requirements of HIPAA, and the costs of complying with HIPAA, may adversely affect the business operations of these customers, which could have a negative impact on our business operations. Furthermore, the requirements of the "business associate arrangements," and the changes we will have to make in our operations to comply with such agreements, will increase our costs of operations. To the extent we are unable to comply with the provisions of such agreements, we could lose the business generated by those clients or could be subject to damages for violation of its "business associate agreements" with those clients.

Our Board of Directors may be able to delay or prevent takeovers

        Our Board of Directors is empowered to issue preferred stock without stockholder action. The existence of this "blank-check" preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a tender offer, merger, proxy contest or otherwise.

Other risks, unknown or immaterial today, may become known or material in the future

        We have attempted to identify certain material risk factors currently affecting us. However, additional risks that we do not yet know of, that are not described herein, or that we currently think are immaterial, may occur or become material. These risks could impair our business operations or adversely affect our results of operations.

ITEM 2. Properties

        As of December 31, 2003 we operated approximately 98 facilities in 26 states. Except for the three facilities we own, (which are located in Maryland, Florida and Alabama) all of these facilities were leased and were principally used for operations and general administrative functions. As of December 31, 2003 such leased facilities consisted of approximately 2.1 million square feet. In addition, our employees are in numerous client locations where we neither own nor lease the occupied space, primarily in connection with our Healthcare, Regulatory and Legal Compliance segment. See Note 9, Lease Commitments, of Notes to Consolidated Financial Statements for further information relating to leases.

        In order to secure our obligations under our current line of credit, we granted to Bank of America, SunTrust Bank and Wells Fargo Bank, as co-agents for our lenders, a security interest in the capital stock of our material subsidiaries and, in the event we exceed a designated leverage ratio, a lien on substantially all of our properties and other assets. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." See Note 8, Long-term Obligations and Credit Facilities, of Notes to Consolidated Financial Statements.

        We believe that our properties are generally well maintained, in good condition and adequate for our present needs. Furthermore, we believe that suitable additional or replacement space will be available when required.

ITEM 3. Legal Proceedings

        We are, from time to time, a party to litigation arising in the normal course of business. The following is a brief description for some of the legal matters that we are involved in. We do not believe these actions, nor any of the actions that we are a party to, will have a material adverse effect on our business or financial condition, however in the event of an adverse outcome in one or more of our legal proceedings, operating results for a given quarter may be negatively impacted.

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DeBari Litigation

        In March 1999, we filed a lawsuit styled DeBari Associates Acquisition Corp. v. Robert Burnham, Mark Walch, Nortec, LLC, Spencer McElhannon and Peng Lin in the Supreme Court of the State of New York ("Nortec Action"). In the Nortec Action, we were seeking a declaratory judgment that Robert Burnham, Mark Walch, Nortec, LLC, Spencer McElhannon and Peng Lin (the "Nortec Defendants") have no interest in Net Data, Inc., a subsidiary of a company acquired by us in February 1998. We divested the operating assets of Net Data, Inc. as part of our 2001 strategic realignment plan. The Nortec Defendants counterclaimed alleging breach of contract, fraud, breach of fiduciary duty as a joint venturer and unjust enrichment. The trial for the above matter concluded mid-October 2002, with the jury finding in our favor (i.e. that the Nortec Defendants did not have a right to any part of Net Data, Inc. or any portion of the proceeds from its purchase). On February 7, 2003, the judge entered its order, reflecting the jury's finding in our favor. The Nortec Defendants deadline for filing a notice of appeal was 90 days from such order, being May 8, 2003. The deadline passed without a notice of appeal being filed.

Roy Weatherford, et al vs. Franklin Bank and Franklin Bank vs. MAVRICC Management Systems, Inc.

        On February 24, 1992, MAVRICC Management Systems, Inc. (one of our wholly-owned subsidiaries, the operating assets of which were divested by us as part of our 2001 strategic realignment plan) ("MAVRICC") entered into an agreement with Franklin Bank, N.A. whereby MAVRICC agreed to maintain records for individual IRAs and Keogh Plans and to perform certain activities (specifically described in the contract) necessary to assist Franklin Bank, N.A. in serving as a custodian for specific IRAs. On August 6, 2001, Plaintiffs Roy Weatherford, Lois Weatherford, James L. Loper and Alma D. Owen initiated a class action lawsuit against Franklin Bank, N.A. in Tennessee's Sumner County Circuit Court, Chancellory Division, alleging breach of fiduciary duty, breach of contract, negligence and violation of the Consumer Protection Act. On September 28, 2001, Franklin Bank, N.A. filed its Third-Party Complaint against MAVRICC for indemnification, alleging that MAVRICC breached the agreement. On February 27, 2003, the parties to this action filed an agreed order of dismissal without prejudice, which, upon entry by the court, would dismiss both the complaint against Franklin Bank and Franklin Bank's Third Party Complaint against MAVRICC. In March 2004, the parties to the action consented to file an agreed order of dismissal, with prejudice, disposing of this matter.

Healthcare Marketing Associates, Inc. vs. Managed Care Professionals, Inc.

        On February 9, 1995, prior to the acquisition by the Company, Managed Care Professionals, Inc. (one of our wholly-owned subsidiaries) ("MCP") entered into an "Exclusive Marketing Agreement" with Healthcare Marketing Associates, Inc. ("HMA") whereby MCP granted to HMA the exclusive right to market, and HMA agreed to market exclusively for MCP, the MCP products and services to health care providers in the United States for which MCP agreed to pay HMA a percentage (30%) of gross revenues paid to MCP by the provider (customer). The duration of the Agreement was for a period of five (5) years and expired on February 9, 2000 ("Termination Date"). On April 27, 2001, HMA filed a lawsuit against MCP in the Circuit Court of the County of St. Louis, State of Missouri, alleging entitlement to commissions on revenues generated from providers after the Termination Date who were initially brought to MCP prior to the Termination Date. In March 2003, this lawsuit was tried before a judge and at the conclusion of the trial, the judge ruled in the plaintiff's favor in the amount of $1.782 million plus prejudgment and post judgment interest, which equates to approximately $2.4 million in total as of December 31, 2003. The judgment amount plus prejudgment interest costs were included in our 2002 results. Post judgment interest accrues at a statutory 9% rate. We have appealed this ruling and oral arguments for our appeal were heard on February 24, 2004. We anticipate that the Court of Appeals will issue its ruling in this matter in mid-2004.

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Various ROI Copy Charge Matters

        From time to time, various of our subsidiaries that perform release of information ("ROI") services become defendants to putative class action lawsuits generally alleging that the charge for reproducing certain medical records is not in conformity with such plaintiffs' reading of the applicable regulated charge. Such suits typically include multiple ROI companies and hospitals as defendants and demand reimbursement for prior charges as well as for prospective pricing adjustments. We are currently a party to several such suits in various stages of development. We believe we have meritorious defenses and intend to continue to vigorously defend any claims made against us in these matters.

Mattel v. SOURCECORP

        On February 18, 2003, Mattel, Inc. filed suit against the Company in the Los Angeles County California Superior Court. In the suit, the plaintiff alleges that one of our subsidiaries is liable for the loss of various products, prototypes and paper documents allegedly stored at one of our subsidiary's box storage facilities under theories of breach of contract, breach of fiduciary duty, negligence, breach of implied covenants of good faith and fair dealing and/or conversion. The plaintiff has at various times alleged damages ranging from "in excess of $2.5 million," to approximately $20 million; however, the Company believes that the damages, if any, suffered by the plaintiff are substantially less than the amounts alleged. Moreover, the plaintiff has not yet recalculated its alleged damages following a recent discovery of certain of the alleged missing materials. The Company believes it is adequately reserved for this legal contingency. Additionally, we believe we have meritorious defenses and intend to vigorously defend any claims made against us in this matter.

Spohr. et. al. v. F.Y.I. Incorporated, et. al.

        In June 2000, the Company filed an action styled F.Y.I. Incorporated v. Spohr, et. al. in Dallas, Texas, in which we asserted claims for breach of contract, fraud, and negligent misrepresentation against the sellers of two related companies that we acquired in December 1998 (the "Texas Action"). The Texas Action was later removed to federal court and ultimately dismissed on jurisdictional grounds. We reasserted these claims in two actions that were later consolidated; one styled F.Y.I. Incorporated v. Spohr, et. al. in Superior Court of the State of California in the County of Sacramento, Case No. 01-AS-00721 (the "Sacramento Action") and one styled Spohr, et. al. v. F.Y.I. Incorporated, et. al. in the Superior Court of the State of California in the County of San Francisco, Case No. 318703 (the "San Francisco Action"). In the consolidated action, we additionally filed claims against the sellers' accountants and the two sellers filed claims against us; however, in February 2004, the judge in the Sacramento Action dismissed our claims against the sellers' accountants. The sellers allege that our former subsidiary wrongfully failed and refused to execute and deliver a requested estoppel certificate, and that the failure to provide such estoppel certificate harmed the landlord in that they were allegedly denied favorable terms on a refinancing of the property and were allegedly prevented from completing a timely sale of the property. Sellers' allege damages of approximately $1.5 million. We have asserted damages in excess of $8 million. We believe we have meritorious defenses to sellers' claims and intend to vigorously defend any claims made against us in this matter.

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

        During the fourth quarter of the year ended December 31, 2003 no matters were submitted to a vote of the security holders.

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PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters

Market Information

        Our common stock trades on The Nasdaq Stock Market under the symbol "SRCP" (formerly "FYII"). The following table sets forth, for our fiscal periods indicated, the range of high and low reported sale prices for our common stock.

Holders

        On February 27, 2004, the last reported sale price of our common stock on the Nasdaq Stock Market was $26.72 per share. At February 27, 2004, there were 80 holders of record of our common stock and 16,096,156 shares outstanding.

Dividends

        We have not declared any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future and intend to retain our earnings, if any, to finance the expansion of our business and for general corporate purposes. Further, our credit facility prohibits payment of cash and similar dividends. Any payment of future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions and other factors that our Board of Directors deems relevant.

ITEM 6. Selected Financial Data

Selected Financial Data

        We were founded in September 1994, and we effectively began our operations on January 26, 1996, following the completion of our initial public offering ("IPO"). We acquired, simultaneously with and as a condition to the closing of the IPO, seven Founding Companies.

        Since the IPO and through December 31, 2003, we acquired 65 companies and have divested 17 operating units by sale or closure. Our results of operations, for the periods presented, include the results of the acquired companies from the date of their respective acquisition and the results of the divestitures up to the effective date of the divestiture.

        Our Selected Financial Data have been derived from our consolidated financial statements. Arthur Andersen LLP audited our 1999, 2000, and 2001 consolidated financial statements. Deloitte & Touche LLP audited our 2002 and 2003 consolidated financial statements.

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        Our Selected Financial Data provided below should be read in conjunction with our consolidated financial statements and the related notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" that appear elsewhere in this Report.

Selected Financial Data
(In thousands, except per share data)

(1)

Includes the results of the operating units divested as part of the 2001 strategic realignment plan up to the effective date of the divestiture.

(2)

Special charges represent expenses and asset write-downs associated with the 2001 strategic realignment plan. We sold or closed 15 operating units pursuant to this plan. Special charges consist primarily of net loss or gain on sale or closure, other asset write-downs, and accrued contingencies such as legal claims, contract termination costs and various disposal expenses.

(3)

On January 1, 2002, we adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, which eliminated amortization, on a prospective basis, of goodwill and other intangible assets that have indefinite useful lives.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and "Item 6. Selected Financial Data" appearing elsewhere in this Report. Additional information concerning factors that could cause results to differ materially from those in the forward-looking statements is contained under "Item 1. Business—Risk Factors."

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Overview

        We were founded in September 1994, to create a national, single source provider of document and information outsourcing solutions to document and information intensive industries, including healthcare insurance, financial services, healthcare provider, transportation/logistics, federal and state government, and legal industries. We acquired the seven Founding Companies (the "Founding Companies") simultaneously with the closing of our initial public offering (the "IPO") on January 26, 1996, and effectively began operations at that time. The consideration for the Founding Companies consisted of a combination of cash and common stock of our Company.

        Since the IPO, we have acquired 65 companies and divested 17 operating units by sales or closures. We evaluate candidates for acquisition and periodically for divestiture as a part of our strategic plan of providing customers a single solution for business process outsourcing and knowledge-based processing and consulting services. The criteria for evaluation include geographic need, additional technology, market growth potential, industry expertise, service expansion to broaden service offerings, expansion of our customer base, revenue and earnings growth potential, and expected sources and uses of capital.

Business Segments

        We aggregate our service offerings and operations into two reportable segments: (i) Information Management and Distribution, and (ii) Healthcare, Regulatory, and Legal Compliance. Service offerings are aggregated when they are similar in the following areas: economic characteristics, products and services, production processes, methods for distributing or delivering products, and type or class of customers. We evaluate segment performance based on revenue, operating income, and income before income taxes. All centrally incurred corporate costs are allocated to the segments based principally on operating income. The reporting segments follow the same accounting policies used for our consolidated financial statements as described in the summary of significant accounting policies in the notes to our consolidated financial statements.

        At January 1, 2002, we transferred four operating units from the Healthcare, Regulatory and Legal Compliance segment to the Information Management and Distribution segment and one operating unit from the Information Management and Distribution segment to the Healthcare, Regulatory and Legal Compliance segment. These transfers were completed to better align these operating units' results with operating units of similar core competencies. The identified segments are as follows:

        Information Management and Distribution.    We offer Business Process Outsourcing ("BPO") solutions that help our customers manage the Document In-flow, Workflow Processing and Statement Out-flow of their mission critical business document processes. Our BPO solutions enable customers to automate their complex workflow processes by digitizing extremely large volumes of documents, capturing information from the documents, hosting electronic documents on our Web-based repository, and preparing statements that customers mail or present electronically to their end users. In conjunction with statement out-flow, we provide full-service printing and direct mail services. We offer our BPO solutions to businesses in document intensive industries, such as healthcare insurance, financial services, healthcare provider, transportation/logistics, and federal and state government. In 2003, Information Management and Distribution represented 58.3% of revenue and 49.0% of pre-tax income. Project revenue accounted for 10.6% of the segment's revenue with recurring revenue accounting for the remaining 89.4% during 2003.

        Healthcare, Regulatory and Legal Compliance.    We offer specialized knowledge-based processing and consulting services that include medical records release, record management services for healthcare institutions, temporary staffing for healthcare institutions, providing managed care compliance reviews, class action claims administration, and professional economic research and litigation services. In 2003, Healthcare Regulatory and Legal Compliance represented 41.7% of revenue and 51.0% of pre-tax income. The greater proportion of pre-tax income results from the higher margin nature of project revenue. Project revenue accounted for 65.4% of the segment's revenue with recurring revenue accounting for the remaining 34.6% during 2003.

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Results of Operations

        The following table sets forth certain items as shown in "Item 6. Selected Financial Data" expressed as a percentage of total revenue for the periods indicated:

(1)

Cost of services consists primarily of compensation and benefits to employees providing goods and services to our clients; occupancy costs; equipment costs; and supplies. Our cost of services also includes the cost of products sold for micrographics supplies and equipment; computer hardware and software; and business imaging supplies and equipment.

(2)

Selling, general and administrative expenses ("SG&A") consist primarily of compensation and related benefits to sales and marketing, executive management, accounting, human resources and other administrative employees; other sales and marketing costs; communications costs; insurance costs; and legal and accounting professional fees and expenses.

(3)

Special charges represent expenses and asset write-downs associated with the 2001 strategic realignment plan. We sold or closed 15 operating units pursuant to this plan. Special charges consist primarily of net loss or gain on sale or closure, other asset write-downs, and accrued contingencies such as legal claims, contract termination costs and various disposal expenses.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Revenue

        Our revenue possesses both project and recurring characteristics. Project revenue includes one-time projects in which the customer relationship is not expected to continue after project completion. Project revenue margins are usually higher than our average margins and the workload can be highly volatile. Project revenue is typically based on time and material arrangements and predominately occurs within our Healthcare, Regulatory and Legal Compliance segment. Recurring revenue is characterized by customer relationships that are generally for one year and may continue for longer. Recurring revenue is typically based on transaction volumes sent to us by our customers at an agreed upon fixed rate per unit. Our customers' volumes are generally not contractually or otherwise guaranteed. Recurring revenue typically possesses lower margins than project revenue but is usually more predictable.

        Total revenue decreased 1.2% from $429.4 million for the year ended December 31, 2002 to $424.1 million for the year ended December 31, 2003. Lower recurring revenue was the primary reason

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for the revenue decline. We experienced significantly lower volumes within our Print and Mail service offering in addition to the 2003 loss of our service contract with the City of New York's Human Resource Administration. These two factors resulted in a recurring revenue decrease of $6.1 million or 2.1%. Project revenue increased modestly at $0.8 million or 0.5% primarily due to stronger revenue performance from our Class Action Claims Administration and Professional Economic Research and Litigation Support service offerings.

        Revenue within our Information Management and Distribution segment decreased 2.9% from $254.4 million for the year ended December 31, 2002 to $247.0 million for the year ended December 31, 2003. The major contributing factors for declining revenue were lower volumes within our Print and Mail service offering, and the loss of our service contract with the City of New York's Human Resource Administration. Our Print and Mail service offering continues to experience lower business volumes due to a decline in demand related to U.S. companies' reduction in direct mail marketing spending. This trend began during early 2001 as a result of the economic recession and was further complicated by the September 11, 2001 terrorist attacks. In addition to lowering customer demand for Print and Mail services, this trend has created overcapacity within the Print and Mail industry resulting in significant pricing pressures. As of December 31, 2003, we have yet to experience a change in this trend or identify indicators that would suggest a near-term turnaround for this service offering. During 2003, revenue from our Print and Mail service offering declined $7.9 million or 18.6%. Additionally, during the third quarter of 2002, the City of New York's Human Resource Administration informed us that we did not receive their renewal contract award. The contract was transitioned to the new vendor during the second quarter of 2003 resulting in $7.6 million of lower revenue for the year within our Information Management service offering. This contract contributed $12.9 million of revenue during 2002 versus $5.3 million during 2003 and will not contribute any revenue in 2004. Other factors contributing to lower revenue within our Information Management service offering include: non repeating 2002 project work representing a decline of $3.8 million, lower volumes from transportation customers representing a decline of $2.5 million, and lower revenue from credit card customers representing a decline of $2.0 million. Partially offsetting the factors driving lower 2003 revenue was strong revenue growth from our mortgage industry customers for data capture and repository services. During 2003 we added several new mortgage applications for current and new customers. Revenue from our mortgage services customers increased approximately $17.0 million when compared to 2002. We also experienced strong revenue growth from our statement processing service offering. During 2003, revenue from our statement processing service offering increased 6.1% or $1.9 million. Project revenue accounted for 11.9% of the Information Management and Distribution segment's revenue in 2002 compared to 10.6% in 2003.

        Revenue within our Healthcare, Regulatory and Legal Compliance segment increased 1.2% from $175.0 million for the year ended December 31, 2002 to $177.1 million for the year ended December 31, 2003. The increase was attributable to higher project revenue within our Class Action Claims Administration and Professional Economic Research and Litigation Support service offerings. During 2003, these service offerings collectively increased $8.1 million or 12.9% derived from several large matters related to large, multi-national clients. Offsetting the strong revenue achievement from these service offerings was lower revenue performance from our Medical Coding and Release of Medical Information service offerings that declined $5.8 million or 5.6% during 2003. Increased competition at the local market level was the primary factor driving the decline from prior year. However, we expect to continue to leverage our market position through a centralized, low cost model more fully integrated with electronic document and data management solutions. Project revenue accounted for 63.4% of the Healthcare, Regulatory and Legal Compliance segment's revenue in 2002 compared to 65.4% in 2003.

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Gross profit

        Gross profit increased 1.3% from $155.7 million for the year ended December 31, 2002 to $157.8 million for the year ended December 31, 2003. Our gross profit benefited from a higher mix of project revenue, which historically produces higher margins than our recurring business. Additionally, we began productivity initiatives during 2003 aimed at lowering the labor component of our production cost structures. Examples of these initiatives include: deployment of our high speed scanning solution, development of common production control systems including optical character recognition technology, pay-for-performance pay strategies, and strategic offshore vendor relationships. Collectively, these initiatives and lower revenue resulted in lower production personnel costs of $7.6 million or 4.2% when compared with 2002 personnel costs. We also lowered the amount of bad debt expense incurred during 2003. Our heightened focus for improved accounts receivable collections has benefited operating cash flow and had the effect of lowering bad debt expense $6.4 million during 2003. Significant factors offsetting the areas of gross profit improvement were higher employee medical insurance costs in the amount of $3.0 million and higher worker's compensation and business insurance in the amount of $1.0 million. Consequently, gross profit as a percentage of revenue increased from 36.3% for the year ended December 31, 2002 to 37.2% for the year ended December 31, 2003.

Selling, general and administrative

        SG&A increased 4.0% from $103.9 million, or 24.2% of revenue for the year ended December 31, 2002 to $108.0 million, or 25.5% of revenue for the year ended December 31, 2003. Our SG&A increased primarily from higher personnel costs related to our company-wide internal revenue growth initiatives and the technology based productivity initiatives that improved gross profit within our Information Management and Distribution operating segment. When compared to 2002, personnel costs increased $5.0 million driving the increase in SG&A as a percentage of revenue.

Operating income

        Operating income decreased from $51.5 million for the year ended December 31, 2002 to $49.1 million for the year ended December 31, 2003. The year-over-year decline relates to the improvement in gross profit offset by the higher SG&A expense discussed above. While the sales and productivity initiatives resulted in higher gross profit, the 2003 investment in SG&A more than offset the in-year benefit. However, these investments were important in order to drive internal revenue growth and profitability in future years.

Interest and other expense

        Interest and other expense decreased 46.1% from $6.6 million for the year ended December 31, 2002 to $3.6 million for the year ended December 31, 2003. This decrease was due to lower balances on long-term obligations, a lower interest rate environment, and the expiration of our interest rate hedge. The average interest rate on borrowings decreased from 4.5% in 2002 to 4.2% in 2003. Our 2003 interest rate on borrowings were predominantly variable in nature with the exception of the interest rate hedge which expired during March 2003. (See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk"). Therefore, interest rate risk exists for our long-term obligations at December 31, 2003. Increases in short-term rates would have the effect of increasing interest expense and lowering operating results in future periods.

Income before income taxes

        Income before income taxes improved from $44.9 million for the year ended December 31, 2002 to $45.6 million for the year ended December 31, 2003, due to the reduction in interest expense and the improvement in gross profit offset by the increase in SG&A expense discussed above.

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Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenue

        Total revenue decreased 5.6% from $454.7 million for the year ended December 31, 2001 to $429.4 million for the year ended December 31, 2002. Divested operating units and lower project revenue contributed $36.3 million and $5.1 million, respectively, to the decline. Recurring revenue increased $16.1 million reflecting a shift in revenue mix between our project and recurring revenue.

        Revenue within our Information Management and Distribution segment increased 7.7% from $236.2 million for the year ended December 31, 2001 to $254.4 million for the year ended December 31, 2002. The increase was primarily due to strong business volumes from our government and mortgage industry customers and the strategic acquisition of United Information Services ("UIS"), a provider of statement processing services, during the first quarter of 2002. Segment revenues were negatively impacted by print and mail volumes that were down $5.0 million or 10.5% compared to the prior year primarily due to the decline in industry spending, especially since September 11, 2001, and to customers' reduced advertising budgets resulting from continued softness in the current economic environment. During the third quarter of 2002, the City of New York Human Resources Administration informed us that we did not receive their renewal contract award. This contract contributed $12.9 million of revenue in the Information Management and Distribution segment in 2002 and transitioned to the new vendor during the second quarter of 2003. Project revenue accounted for 11.3% of the Information Management and Distribution segment's revenue in 2001 compared to 11.9% in 2002.

        Revenue within our Healthcare, Regulatory and Legal Compliance segment decreased 3.9% from $182.2 million for the year ended December 31, 2001 to $175.0 million for the year ended December 31, 2002. The decrease was attributable to lower project revenue within our legal claims administration services, which was down approximately $13.0 million. Several large legal claims administration cases were completed during 2001 while the current year consisted mostly of medium size projects with one large project during the third and fourth quarters of 2002. The lower project revenue in our legal claims administration services was partially offset by increased volumes from our healthcare medical coding services and from our legal consulting and compliance services. Project revenue accounted for 65.7% of the Healthcare, Regulatory and Legal Compliance segment's revenue in 2001 compared to 63.4% in 2002.

Gross profit

        Gross profit decreased 6.9% from $167.2 million for the year ended December 31, 2001 to $155.7 million for the year ended December 31, 2002. Divested operating units contributed $7.3 million or 4.4% to the decline. Gross profit decreased an additional $2.0 million or 1.2% primarily due to lower project revenue, which historically produces higher margins than our recurring business, lower volumes from print and mail services and pricing pressures primarily in the Information Management and Distribution segment. Other significant factors contributing to lower gross profit in 2002 include higher employee medical insurance costs of $1.5 million and increased worker's compensation insurance expense of $0.6 million. Consequently, gross profit as a percentage of revenue decreased from 36.8% for the year ended December 31, 2001 to 36.3% for the year ended December 31, 2002.

Selling, general and administrative

        SG&A increased 2.2% from $101.6 million, or 22.4% of revenue for the year ended December 31, 2001 to $103.9 million, or 24.2% of revenue for the year ended December 31, 2002. Overall our SG&A increased from higher medical insurance costs of $1.6 million and higher performance based incentive compensation of $4.4 million, offset by expense control and reduction initiatives implemented during the first quarter of 2002 and $10.2 million of SG&A costs incurred by operating units divested during

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2001. Other factors contributing to higher SG&A costs include: (i) an unfavorable court ruling involving an isolated legal matter in our Healthcare, Regulatory and Legal Compliance segment resulting in SG&A expense of $2.2 million related to legal and interest costs, and (ii) higher personnel related costs of $1.0 million in our Information Management and Distribution segment related to sales and marketing, operational project management and technology personnel to support the information management growth strategy.

Operating income (loss)

        Operating income (loss) improved from $(6.7) million for the year ended December 31, 2001 to $51.5 million for the year ended December 31, 2002. The year-over-year improvement relates to the $62.6 million of special charges incurred during 2001 from the divestitures and closures, and the elimination of goodwill amortization during 2002 as a result of adopting SFAS No. 142. Offsetting the favorable items were the decline in project revenue in our legal claims administration services, the overall shift in revenue mix from higher margin project revenue to lower margin recurring revenue, pricing pressures primarily in the Information Management and Distribution segment, and the higher SG&A expenses discussed above.

Interest and other expense

        Interest and other expense decreased 29.5% from $9.4 million for the year ended December 31, 2001 to $6.6 million for the year ended December 31, 2002. This decrease was due to lower balances on long-term obligations, lower interest rates and the write-down of $0.5 million of deferred debt costs due to refinancing long-term obligations in 2001. The average interest rate on borrowings decreased from 6.8% in 2001 to 4.5% in 2002. The interest rate on borrowings is predominantly variable in nature with the exception of the interest rate hedge which was placed in effect during December 2000, effectively fixing the interest cost for $50 million of long-term obligations through March 2003 (See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk"). However, interest rate risk exists for the remaining $40 million of long-term obligations at December 31, 2002. Increases in short-term rates would have the effect of increasing interest expense and lowering operating results in future periods.

Income (loss) before income taxes

        Income (loss) before income taxes improved from $(16.0) million for the year ended December 31, 2001 to $44.9 million for the year ended December 31, 2002, largely due to the items discussed above.

Pro-forma results to reflect divestitures and special charges

        The consolidated GAAP results for 2001 include, through the effective date of divestiture, the operating units that were divested in the second and third quarters of 2001. As the strategic realignment plan was completed in 2001, the consolidated GAAP results for 2002 represent our ongoing results that exclude the results from operations of the divested companies and closed facilities through the effective date of divestiture or closure, and the related special charges from the divestitures and closures. In order to provide year over year comparability, the following table presents 2001 pro

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forma ongoing results. We believe this presentation is meaningful in analyzing trends in our ongoing operations and the best measure for determining future operating performance.

Fluctuations in Quarterly Results of Operations

        Revenue from our services shows no overall significant seasonal variations; however, some seasonality exists at the operating unit level. Further, service revenue can vary from period to period due to the impact of specific projects and the level of transaction volumes sent to us by our customers. Quarterly results may also vary as a result of the timing of acquisitions and the timing and magnitude of costs related to such acquisitions.

Liquidity and Capital Resources

        At December 31, 2003, we had $29.0 million of working capital, including $2.1 million of cash. Cash flows provided by operating activities for the year ended December 31, 2003 were $62.3 million compared to $67.8 million for the year ended December 31, 2002. The decline in cash provided by operating activities was primarily attributable to significant cash collections of aged accounts receivable in 2002 that provided $12.8 million of operating cash flow benefit. Days sales outstanding improved 1 day to 42 business days at December 31, 2003 compared to 43 business days at December 31, 2002 providing only $1.8 million of operating cash flow benefit during 2003. As a result of the significant collection improvements experienced in 2002 and 2003, operating cash flow was higher than what we believe to be sustainable levels. Therefore, we expect operating cash flow in 2004 to be in the range of $50 million to $55 million.

        For the year ended December 31, 2003, investing activities consisted primarily of additions to property, plant and equipment of $16.9 million and acquisition related payments of $10.2 million. During 2003, we made investments in 30 high-speed scanning systems in order to increase productivity in our Information Management service offering and expanded our production facilities through the addition of 3 major facilities in Burbank, CA; Denver, CO; and Irving, TX. In 2004, we expect capital expenditures to be approximately $12 million. Acquisition related payments consisted primarily of settlements of contingent consideration obligations on past acquisitions. Not all of the periods applicable for contingent consideration targets have been completed and additional amounts may be payable in future periods under the terms of the agreements. If all contingent consideration targets under the current agreements were achieved, the maximum amount of consideration to be paid would be $20.5 million, with approximately $15.2 million to be paid in 2004 and approximately $5.3 million to be paid in 2005. In accordance with the agreements, we would be required to satisfy approximately $0.8 million of the $20.5 million potential liability in common stock related to a past tax-free stock merger and we have the option to satisfy $11.9 million of the $20.5 million potential liability in common stock with final valuation determined at date of issuance.

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        Net cash used for financing activities was $36.9 million for the year ended December 31, 2003. We made payments for common stock repurchases of $20.7 million. In April 2001, our Board of Directors authorized the repurchase of up to $30 million of our outstanding common stock. Under this program, share repurchases may be made from time to time on the open market as market conditions warrant. Repurchased shares will be retired and restored to the status of authorized but unissued shares of the Company. During 2003, we activated the share repurchase program and repurchased 1,306,979 shares at an average cost of $15.84 per share (including 75,000 shares repurchased during the three months ended December 31, 2003 at an average price of $23.89 per share). Additionally, we made payments of $246.0 million on our line of credit, net of proceeds borrowed from our line of credit of $229.7 million. We utilize our line of credit to fund general operating requirements of the Company as well as fund significant investments such as acquisitions or capital expenditures.

        At December 31, 2002, we had $39.0 million of working capital, including $3.2 million of cash. Cash flows provided by operating activities for the year ended December 31, 2002 were $67.8 million compared to $54.0 million for the year ended December 31, 2001. The increase in cash provided by operating activities was primarily attributable to our focus on shortening the order-to-cash cycle resulting in improved collections in accounts receivable. Net accounts receivable were $78.8 million at December 31, 2002 compared to $88.5 million at December 31, 2001. Our days sales outstanding improved 8 days to 43 business days at December 31, 2002 compared to 51 business days at December 31, 2001. During the year ended December 31, 2002, $13.7 million of uncollectible trade receivables were written-off against the allowance for doubtful accounts. While these write-offs had no impact on cash flows or operating results during 2002, these write-offs lowered our cash taxes paid during 2002 due to the related tax deduction.

        For the year ended December 31, 2002, investing activities consisted primarily of additions to property, plant and equipment of $12.0 million and acquisition related payments of $33.0 million. Acquisition related payments consist of the purchase of UIS in the first quarter of 2002 and certain other cash payments related to contingent consideration agreements of past acquisitions.

        Net cash used for financing activities was $27.0 million for the year ended December 31, 2002, primarily related to payments of $307.0 million on our line of credit, net of proceeds borrowed from our line of credit of $280.2 million.

        At December 31, 2001, we had $58.5 million of working capital and $7.2 million of cash. Cash flows provided by operating activities for the year ended December 31, 2001 were $54.0 million compared to $45.9 million for the year ended December 31, 2000. Net cash provided by operating activities for the year ended December 31, 2001 was primarily impacted by cash savings from tax planning and strong cash flow from recent acquisitions. Net cash used in investing activities was $60.7 million for the year ended December 31, 2001, and consisted primarily of payments of $65.6 million for acquisitions, net of cash acquired, and the purchase of property, plant and equipment. These outflows were offset by the net proceeds received from the sale of operating units. Net proceeds from sale of operating units were used for payment on the credit facility resulting in net cash provided by financing activities of $4.4 million. Net reductions in debt were $8.0 million for the year.

        In April 2001, we entered into a line of credit agreement with Bank of America, SunTrust Bank and Wells Fargo Bank, as co-agents (the "2001 Credit Agreement"). Under this agreement, we can from time to time borrow up to $297.5 million through April 2, 2004, subject to certain financial covenants and ratios. Meeting these requirements is highly dependent upon maintaining a minimum level of operating results and the continued demand for our services, among other factors.

        Our ability to borrow is contingent on certain leverage and fixed cost coverage ratios. These ratios were scheduled to become more restrictive beginning in the quarter ended December 31, 2002 with the leverage ratio declining from 3.0 times to 2.5 times and the fixed charge coverage ratio increasing from 1.25 times to 1.50 times. However, in September 2002, an amendment was approved that extended the

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fixed cost coverage ratio requirement of 1.25 until January 1, 2004 and will increase to 1.35 at all times thereafter. In addition to the leverage and fixed cost coverage ratios, we are subject to minimum net worth requirements. Effective March 26, 2003, an amendment was approved that allows for the reduction to the minimum net worth requirement for up to $30 million of share repurchases. After application of such ratios and our total commercial commitments of $12.3 million for standby letters of credit, we had $73.6 million available to borrow under the 2001 Credit Agreement as of December 31, 2003. Management believes that it has sufficient liquidity from its cash flow and its revolving credit facility to meet ongoing business needs. Additionally, depending on the mix of stock and cash used in our strategic acquisition program, if any, we may need to seek further financing through the public or private sale of equity or debt securities. However, there can be no assurance we could secure such financing if and when it is needed or with terms we deem acceptable.

        Effective April 3, 2002, we extended $220.0 million of the $297.5 million commitment for an additional year to April 2, 2005. In September 2002, additional extensions were granted by member banks, bringing the total commitment extended to April 2, 2005 to $290.0 million. Total fees paid in 2002 related to the extensions and amendments to the 2001 Credit Agreement were $0.3 million.

        Effective April 3, 2003, we extended $230.0 million of the $297.5 million commitment to April 1, 2006. During the fourth quarter of 2003, a participating bank in the 2001 Credit Agreement assigned $7.5 million of its commitment to another bank who, effective December 4, 2003, extended this commitment to April 1, 2006. Total fees paid in 2003 related to the extensions and amendments to the 2001 Credit Agreement were $0.3 million.

        Management fully expects to replace or refinance the 2001 Credit Agreement upon its maturity scheduled for April 1, 2006. As a result of the extension agreements discussed in the previous two paragraphs, the $297.5 million commitment under the 2001 Credit Agreement is scheduled to mature as follows (in millions):

        In January 2000, we registered on Form S-4 (Registration No. 333-92981) 3,012,217 shares of common stock for issuance in connection with our acquisition program (the "Acquisition Shelf"), of which 1,390,176 shares were available as of December 31, 2003.

        The following table summarizes our total contractual cash obligations as of December 31, 2003 (in thousands):

        We have total commercial commitments of $12.3 million for standby letters of credit as of December 31, 2003. We have a $6.8 million letter of credit to serve as security for our self-insured workmen's compensation program. We have a $2.5 million letter of credit to serve as a guarantee for

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performance under a contract with the New York State Workers Compensation Board. We have a letter of credit for $1.9 million to serve as a guarantee for periodic principal and interest payments related to debt. Finally, we have a $1.1 million letter of credit to serve as security for an appeal bond related to a legal matter.

        We expect to pay approximately $3.0 million to $4.0 million in interest in 2004.

Critical Accounting Policies

        Management's Discussion and Analysis of Financial Condition and Results of Operations are based on the related consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

        We have identified the following critical accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved, could result in material changes to our financial condition or results of operations under different conditions or using different assumptions. We apply a consistent methodology at the end of each quarter to determine our account balances that require judgmental analysis.

        Revenue Recognition.    We recognize our revenue as it becomes realized or realizable and earned according to the criteria provided by Staff Accounting Bulletin 101, Revenue Recognition in Financial Statements. Revenue recognition occurs once persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or otherwise determinable, and collection is reasonably assured. Our revenue-earnings activities possess both project and recurring customer relationships.

        Project revenue includes one-time projects in which the customer relationship is not expected to continue after project completion. Project revenue is typically based on time and material arrangements. Revenue recognition occurs at the contractual rates as the labor hours and direct expenses are incurred. Project revenue represents approximately 34% of total 2003 revenues and typically occurs within our Healthcare, Regulatory, and Legal Compliance segment.

        Recurring revenue is characterized by customer relationships that are generally for one year and may continue for longer. Recurring revenue is typically based on the transaction volumes provided by our customer at an agreed upon fixed rate per unit. Our customer's volumes are typically not contractual or otherwise guaranteed. Revenue recognition occurs once work is completed and delivery has occurred or services have been rendered. Recurring revenue represents the remaining 66% of total 2003 revenues and typically occurs within our Information Management and Distribution segment.

        As a part of providing services to our customers, we incur incidental expenses commonly referred to as "out-of-pocket" expenses. These expenses include items such as airfare, hotels, and mileage and are often reimbursable by our customers. When reimbursable, we record both revenue and direct cost of services in accordance with the provisions of Emerging Issues Task Force ("EITF") Issue 01-14, Income Statement Characterization of Reimbursements Received for "Out-of-Pocket" Expenses Incurred.

        Unearned income, included in other current liabilities, represents payments from our customers in advance of services being provided. Advanced payments are deferred as unearned income when received and recognized as revenue as services are rendered.

        Allowance for Doubtful Accounts.    The allowance for doubtful accounts is established and maintained based on our estimate of accounts receivable collectibility. Management estimates collectibility by specifically analyzing accounts receivable aging and other historical factors that affect collections. Such factors include the historical trends of write-offs and recovery of previously written-off

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accounts, the financial strength of the customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may significantly impact our consolidated financial statements.

        Long-Lived Asset Impairment.    As required by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,management continually evaluates whether events and circumstances indicate that the carrying value of long-lived assets may not be recoverable. When events require, management performs the valuation by comparing the estimated undiscounted future cash flows over the remaining life of the long-lived assets to the carrying amount of the asset being evaluated. An impairment loss is recognized to the extent the carrying amount of assets being evaluated exceeds the expected future undiscounted cash flow. At December 31, 2003, no events were evident that required valuation for potential impairment.

        Goodwill Impairment.    On January 1, 2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets. This statement states that goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. The impairment test is based on fair value rather than undiscounted cash flows. Additionally, goodwill and other intangible assets are tested at a reporting unit level rather than the individual operating unit level. A reporting unit is either at the operating segment level or one reporting level below and could consists of several service offerings aggregated into a single reporting unit. Service offerings are aggregated when they are similar in the following areas: economic characteristics, products and services, production processes, methods for distributing or delivering products, and type or class of customers. Valuation methods used in determining fair value include an analysis of the cash flows that the reporting units can be expected to generate in the future (Income Approach) and the fair value of a reporting unit as compared to similar publicly traded companies (Market Approach). In preparing these valuations management utilizes estimates to determine fair value of the reporting units. These estimates include future cash flows, growth rates, capital needs, and projected earning margins among other factors. Estimates utilized in future calculations could differ from estimates used in the current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill and other intangible assets. Due to the fact that we are primarily a services company, our business acquisitions typically result in significant amounts of goodwill and other intangible assets. Therefore, an impairment charge resulting from goodwill or other intangible assets could result in a material adverse impact on our financial statements during the period incurred.

        Self-Insurance Liabilities and Reserves.    We are self-insured for workmen's compensation liabilities and a significant portion of our employee medical costs. We account for our self-insurance programs based on actuarial estimates of the amount of loss inherent in that period's claims, including losses for which claims have not been reported. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events. We limit our risk by carrying stop-loss policies for significant claims incurred for both workmen's compensation liabilities and medical costs.

        Other Loss Contingencies.    We record liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable in accordance with SFAS No. 5, Accounting for Contingencies. Disclosure is required when there is a reasonable possibility that the ultimate loss will exceed the recorded provision. Contingent liabilities are often resolved over long periods of time. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties such as regulators. Our loss contingencies consist primarily of estimates related to the probable outcome of current litigation. See Note 15, Commitments and Contingencies, of Notes to Consolidated Financial Statements.

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Recent Accounting Pronouncements

        In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities ("VIEs"). FIN 46 establishes standards for determining under what circumstances VIEs should be consolidated with their primary beneficiary, including those to which the usual condition for consolidation does not apply. FIN 46 also requires disclosures about unconsolidated VIEs in which the Company has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. We do not have interests in VIEs. As such, the adoption of this statement did not have an impact on the Company's results of operations or financial position.

        In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and is effective for contracts entered into or modified after June 30, 2003. The Company adopted the provisions of SFAS No. 149 on July 1, 2003 and such adoption did not have a material impact on the consolidated financial statements.

        In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. Financial instruments that are within the scope of the statement, which previously were often classified as equity, must now be classified as liabilities. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise generally effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have an impact on the Company's results of operations or financial position.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

        We are subject to interest rate risk on our term loans, revolving credit facility and Industrial Revenue Bonds. Interest rates are fixed on the capitalized lease obligations. We entered into an interest rate swap for a notional amount of $50 million to hedge, through March 31, 2003, our exposure to fluctuations in interest rates on $50 million of our revolving credit facility. The swap was designated by us as a cash flow hedge. The interest rate swap expired on March 31, 2003 and was not replaced. A 100 basis point increase in short-term interest rates would result in approximately $0.5 million of additional expense in 2004 based on our expected average balance outstanding under the credit facility during 2004.

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ITEM 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
SOURCECORP, Incorporated
Dallas, Texas

        We have audited the accompanying consolidated balance sheets of SOURCECORP, Incorporated and subsidiaries (the "Company") as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated financial statements of the Company for the year ended December 31, 2001 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated February 18, 2002.

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

        In our opinion, the 2003 and 2002 consolidated financial statements present fairly, in all material respects, the financial position of SOURCECORP, Incorporated and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

        As discussed above, the financial statements of the Company for the year ended December 31, 2001 were audited by other auditors who have ceased operations. As described in Note 2, the financial statements for the year ended December 31, 2001 have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), which was adopted by the Company as of January 1, 2002. Our audit procedures with respect to the disclosures in Note 2 with respect to 2001 included (1) comparing the previously reported net income to the previously issued financial statements and the adjustments to reported net income representing amortization expense (including any related tax effects) recognized in those periods related to goodwill to the Company's underlying analysis obtained from management, and (2) testing the mathematical accuracy of the reconciliation of adjusted net income to reported net income and the related earnings-per-share amounts. In our opinion, the disclosures for 2001 in Note 2, regarding the adoption of SFAS No. 142, are appropriate. However, we were not engaged to audit, review, or apply any procedures to the 2001 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any form of assurance on the 2001 financial statements taken as a whole.

DELOITTE & TOUCHE LLP
Dallas, Texas
March 12, 2004

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THIS REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP. THE REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP, NOR HAS ARTHUR ANDERSEN LLP PROVIDED A CONSENT TO THE INCLUSION OF ITS REPORT IN THIS FORM 10-K. AS SUCH, AND FURTHER AS A RESULT OF THE CIRCUMSTANCES AFFECTING ARTHUR ANDERSEN LLP, AS A PRACTICAL MATTER, ARTHUR ANDERSEN LLP MAY NOT BE ABLE TO SATISFY ANY CLAIMS ARISING FROM THE PROVISION OF AUDITING SERVICES TO US OR FROM THE INCLUSION OF THIS REPORT.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of SOURCECORP, Incorporated:

        We have audited the accompanying consolidated balance sheets of SOURCECORP, Incorporated (a Delaware corporation) and subsidiaries (the "Company") as of December 31, 2000 and 2001, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SOURCECORP, Incorporated and subsidiaries as of December 31, 2000 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Dallas, Texas,
February 18, 2002

34

SOURCECORP, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

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

35

SOURCECORP, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE DATA)

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

36

SOURCECORP, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS)