<PAGE>

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


                                    FORM 10-Q


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


                                       OR


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


                         Commission file number 0-21485



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



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


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


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


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

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

As of August 13, 2003, 10,397,909 shares of the registrant's common stock (par
value $.01) were outstanding, excluding treasury shares.



<PAGE>


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


<TABLE>
<CAPTION>
                                                                                                             PAGE NO.
                                                                                                             --------
<S>                                                                                                          <C>
PART I - FINANCIAL INFORMATION

     Item 1.       Financial Statements

                   Consolidated Balance Sheets as of June 30, 2003 and
                   December 31, 2002 (unaudited)                                                                 3

                   Consolidated Statements of Operations for the three and six months ended June
                   30, 2003 and 2002 (unaudited)                                                                 4

                   Consolidated Statements of Cash Flows for the six months ended June 30, 2003
                   and 2002 (unaudited)                                                                          5

                   Notes to Consolidated Financial Statements (unaudited)                                        6

     Item 2.       Management's Discussion and Analysis of Financial Condition and Results of
                   Operations                                                                                   12

     Item 3.       Quantitative and Qualitative Disclosures About Market Risk                                   21

     Item 4.       Controls and Procedures                                                                      21


PART II - OTHER INFORMATION

     Item 2.       Changes in Securities and Use of Proceeds                                                    21

     Item 6.       Exhibits and Reports on Form 8-K                                                             22

SIGNATURES                                                                                                      23
</TABLE>



                                     Page 2
<PAGE>




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                                                                JUNE 30,       DECEMBER 31,
                                                                                                  2003              2002
                                                                                               ---------         ---------
<S>                                                                                            <C>               <C>
                                     ASSETS

Current assets
     Cash and cash equivalents                                                                 $  18,855         $  14,575
     Accounts receivable, net                                                                     12,608            11,959
     Accrued interest receivable and prepaid expenses                                              3,617             3,139
     Refundable income taxes                                                                         152               238
                                                                                               ---------         ---------

        Total current assets                                                                      35,232            29,911

Property and equipment, net                                                                       19,914            12,737
Real estate held for sale                                                                              -               991
Other long-term assets                                                                               310                17
                                                                                               ---------         ---------
        Total Assets                                                                           $  55,456         $  43,656
                                                                                               =========         =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Notes payable to bank                                                                     $   2,400         $   2,925
     Current portion of long-term obligations                                                      3,139               455
     Accounts payable                                                                              8,035             7,449
     Accrued liabilities, deferred bonuses and compensation                                        3,170             2,842
     Deferred revenue                                                                              2,334             2,194
                                                                                               ---------         ---------

        Total current liabilities                                                                 19,078            15,865

Senior subordinated debentures, net                                                                5,801                 -
Long-term obligations                                                                              3,676               938
Other long-term liabilities                                                                        1,287             1,686
Commitments and contingencies (Note 10)                                                                -                 -

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

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

     Additional paid-in capital                                                                  117,873           116,154

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

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

     Accumulated deficit                                                                         (87,879)          (86,607)
                                                                                               ---------         ---------

        Total stockholders' equity                                                                25,614            25,167
                                                                                               ---------         ---------

        Total Liabilities and Stockholders' Equity                                             $  55,456         $  43,656
                                                                                               =========         =========

</TABLE>
                 See notes to consolidated financial statements.

                                     Page 3

<PAGE>




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


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED JUNE 30,          SIX MONTHS ENDED JUNE 30,
                                                              ---------------------------          -------------------------
                                                                 2003             2002               2003             2002
                                                                 ----             ----               ----             ----
<S>                                                           <C>                <C>               <C>               <C>
Revenue
   Revenue before reimbursements (net revenue)                 $ 22,886          $ 22,021          $ 44,777          $ 43,278
   Out-of-pocket reimbursements                                   2,024             2,279             3,875             4,099
                                                               --------          --------          --------          --------

      Total revenue                                              24,910            24,300            48,652            47,377

Operating costs and expenses
   Cost of services before reimbursements
      (net cost of services)                                     16,566            14,626            32,450            28,816
   Out-of-pocket reimbursements                                   2,024             2,279             3,875             4,099
                                                               --------          --------          --------          --------

      Total cost of services                                     18,590            16,905            36,325            32,915

   Selling, general and administrative expenses                   6,555             8,396            13,370            16,863
                                                               --------          --------          --------          --------

         Total operating costs and expenses                      25,145            25,301            49,695            49,778
                                                               --------          --------          --------          --------

         Loss from operations                                      (235)           (1,001)           (1,043)           (2,401)

Other income (expense), net                                        (150)              57               (229)              129
                                                               --------          --------          --------          --------

         Loss before income tax benefit                            (385)             (944)           (1,272)           (2,272)

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

         Net earnings (loss)                                   $   (385)         $   (944)         $ (1,272)         $     29
                                                               =========         =========         =========         ========

Net earnings (loss) per share

   Basic                                                       $  (0.04)         $  (0.09)         $  (0.12)         $   0.00
                                                               ========          ========          ========          ========

   Diluted                                                     $  (0.04)         $  (0.09)         $  (0.12)         $   0.00
                                                               ========          ========          ========          ========

Weighted average number of common shares outstanding

   Basic                                                         10,765            10,748            10,765            10,741
                                                               ========          ========          ========          ========

   Diluted                                                       10,765            10,748            10,765            11,444
                                                               ========          ========          ========          ========
</TABLE>

                 See notes to consolidated financial statements.



                                     Page 4
<PAGE>



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


<TABLE>
<CAPTION>
                                                                                                SIX MONTHS ENDED JUNE 30,
                                                                                              ------------------------------
                                                                                                2003                 2002
                                                                                                ----                 ----
<S>                                                                                           <C>                   <C>
Cash flows from operating activities:
    Net earnings (loss)                                                                       $ (1,272)             $     29
    Adjustments to reconcile net earnings (loss) to net cash provided by
      operating activities:
       Depreciation and amortization of property and equipment                                   2,339                 2,115
       Bad debt expense                                                                             19                    47
       Warrants issued to non-employees                                                             20                     -
       Other                                                                                         -                   (50)
       Changes in operating assets and liabilities:
          Accounts receivable                                                                     (668)               (1,886)
          Accrued interest receivable and prepaid expenses                                        (339)                  912
          Refundable income taxes                                                                   86                   420
          Other long-term assets                                                                  (293)                    -
          Accounts payable                                                                         586                  (367)
          Accrued liabilities, deferred bonuses and compensation                                   328                  (241)
          Deferred revenue                                                                         140                   115
          Other long-term liabilities                                                             (399)                    -
                                                                                              --------              --------

               Net cash provided by operating activities                                           547                 1,094


Cash flows from investing activities:
    Purchase of property and equipment                                                          (3,323)               (1,729)
    Proceeds from sale of real estate                                                              991                     -
                                                                                              --------              --------

               Net cash used in investing activities                                            (2,332)               (1,729)


Cash flows from financing activities:
    Repayment of line of credit                                                                   (525)                    -
    Proceeds from senior subordinated debentures                                                 7,500                     -
    Payments on long-term obligations                                                             (910)                    -
    Exercise of stock options                                                                        -                    69
                                                                                              --------              --------

               Net cash provided by financing activities                                         6,065                    69
                                                                                              --------              --------

Net increase (decrease) in cash and cash equivalents                                             4,280                  (566)


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

Cash and cash equivalents, end of period                                                      $ 18,855              $ 16,336
                                                                                              ========              ========

Supplemental disclosure of cash flow information -- cash paid for interest                    $    394              $     73

Non-Cash Transactions:
    Purchase of property and equipment financed by long-term obligations                      $  6,193              $      -

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

</TABLE>

                 See notes to consolidated financial statements.

                                     Page 5
<PAGE>




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

NOTE 1 -- BASIS OF PRESENTATION

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

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

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

NOTE 2 -- STOCK-BASED COMPENSATION

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

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

<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED JUNE 30,            SIX MONTHS ENDED JUNE 30,
                                                  -------------------------------       -------------------------------
                                                      2003              2002                 2003             2002
                                                  ------------     --------------       -------------    --------------
<S>                                               <C>              <C>                  <C>               <C>
Net earnings (loss), as reported                  $      (385)     $        (944)       $     (1,272)     $         29
Deduct:  Total stock-based employee
         compensation expense
         determined under the fair value-
         based method for awards
         granted, modified or settled,
         net of related tax effects                    (1,042)            (1,225)              (2,084)          (2,450)
                                                  -----------      -------------        -------------     ------------

Pro forma net loss                                $    (1,427)     $      (2,169)       $      (3,356)    $     (2,421)
                                                  ===========      =============        =============     ============
Net earnings (loss) per share
     Basic - as reported                          $     (0.04)     $       (0.09)       $       (0.12)    $       0.00
                                                  ===========      =============        =============     ============
     Basic - pro forma                            $     (0.13)     $       (0.20)       $       (0.31)    $      (0.23)
                                                  ===========      =============        =============     ============

     Diluted - as reported                        $     (0.04)     $       (0.09)       $       (0.12)    $       0.00
                                                  ===========      =============        =============     ============
     Diluted - pro forma                          $     (0.13)     $       (0.20)       $       (0.31)    $      (0.23)
                                                  ===========      =============        =============     ============
</TABLE>





                                     Page 6
<PAGE>




NOTE 2 -- STOCK-BASED COMPENSATION (CONTINUED)

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

<TABLE>
<CAPTION>
                                                   SIX MONTHS ENDED JUNE 30,
                                                   -------------------------
                                                      2003            2002
                                                      ----            ----
<S>                                                <C>                <C>
Risk free interest rate                              2.38%            3.16%
Dividend yield                                          0%               0%
Volatility factor                                     .91              .88
Expected option term life in years                    5.0              5.0
</TABLE>


NOTE 3 -- NET EARNINGS (LOSS) PER SHARE


         We account for Earnings (Loss) Per Share under the rules of Statement
of Financial Accounting Standards No. 128, "Earnings Per Share." Our basic net
earnings (loss) per share amounts have been computed by dividing net earnings
(loss) by the weighted average number of common shares outstanding during the
period. Diluted net earnings (loss) per share has been computed by dividing net
earnings (loss) by the weighted average number of common shares outstanding and
the dilutive effect of common shares potentially issuable upon the exercise of
stock options and warrants ("common share equivalents") during the period.

         The computation of diluted net earnings (loss) per share for the six
months ended June 30, 2002, includes approximately 703,000 common share
equivalents. Options and warrants to purchase approximately 4,527,000 and
2,125,000 shares of common stock with a weighted average exercise price of
$10.42 and $20.97 were outstanding at June 30, 2003 and 2002, respectively, but
were excluded from the computation of diluted net earnings (loss) per share
because to do so would have been antidilutive for the periods presented.

NOTE 4 -- SEGMENT FINANCIAL INFORMATION

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


                                     Page 7
<PAGE>

NOTE 4 -- SEGMENT FINANCIAL INFORMATION (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                                JUNE 30,                          JUNE 30,
                                                                        -------------------------         -------------------------
                                                                          2003            2002              2003            2002
                                                                          ----            ----              ----            ----
<S>                                                                     <C>             <C>               <C>              <C>
Revenue
  Consulting
     Revenue before reimbursements (net revenue)                        $ 13,718        $  14,197         $ 27,709         $ 27,676
     Out-of-pocket reimbursements                                          1,877            2,140            3,650            3,809
                                                                        --------        ---------         --------         --------
              Total consulting revenue                                    15,595           16,337           31,359           31,485

  Outsourcing
     Revenue before reimbursements (net revenue)                           9,168            7,824           17,068           15,602
     Out-of-pocket reimbursements                                            147              139              225              290
                                                                        --------        ---------         --------         --------

              Total outsourcing revenue                                    9,315            7,963           17,293           15,892
                                                                        --------        ---------         --------         --------

                   Consolidated revenue                                 $ 24,910        $  24,300         $ 48,652         $ 47,377
                                                                        ========        =========         ========         ========

Gross Profit and Statement of Operations Reconciliation
              Consulting                                                $  5,024        $   5,893         $ 10,534         $ 11,095
              Outsourcing                                                  1,296            1,502            1,793            3,367
                                                                        --------        ---------         --------         --------

                   Consolidated gross profit                               6,320            7,395           12,327           14,462

Unallocated
              Selling, general and administrative expenses                 6,555            8,396           13,370           16,863
              Other (income) expense, net                                    150              (57)             229             (129)
                                                                        --------        ---------         --------         --------

                   Subtotal                                                6,705            8,339           13,599           16,734
                                                                        --------        ---------         --------         --------


                   Consolidated loss before income tax benefit          $  (385)        $   (944)        $ (1,272)        $ (2,272)
                                                                        ========        =========        =========        =========
</TABLE>

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

NOTE 5 -- INCOME TAXES

         The income tax benefit for the three and six months ended June 30,
2003, does not reflect the federal statutory tax rate, primarily due to the
provision of a valuation allowance for deferred tax assets as a result of the
uncertainty regarding their realization. As of June 30, 2003, we have net
operating loss carryforwards for federal income tax purposes of approximately
$56.4 million, the last of which will expire in 2023 if not utilized.


                                     Page 8
<PAGE>


NOTE 6 -- LINE OF CREDIT

         During the three months ended June 30, 2003, we obtained a new line of
credit with a bank allowing for borrowings of up to $8.0 million, based on
qualifying accounts receivable and other operating metrics. Based on the
eligibility provisions and accounts receivable at June 30, 2003, we could have
borrowed approximately $4.5 million. At June 30, 2003, $2.4 million was
outstanding. Borrowings under the line mature in May 2004. Borrowings bear
interest at the prime rate less 0.25%. The interest rate at June 30, 2003, was
3.75%. The line is collateralized by accounts receivable, any deposits held by
the bank, equipment and other personalty. The loan agreement contains financial
covenants, including working capital and ratios concerning liquidity and debt
coverage. We were in compliance with all financial covenants as of June 30,
2003. The prior line of credit matured on April 15, 2003. Borrowings on that
line, which amounted to approximately $3.1 million and bore interest at the
greater of the prime rate or 1% plus the Federal funds effective rate, were
repaid in April 2003. In addition, we have letters of credit of approximately
$932,000 issued by various banks, of which, approximately $412,000 is secured by
bank deposits and $520,000 is covered by our line of credit.

NOTE 7 -- SENIOR SUBORDINATED DEBENTURES

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

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

         We issued warrants to Camden to purchase up to 807,000 shares of Common
Stock at an exercise price of $3.046 per share, subject to certain anti-dilution
adjustments.

         In accordance with APB Opinion No. 14, "Accounting for Convertible Debt
and Debt Issued with Stock Purchase Warrants" we are required to allocate the
proceeds received in a financing transaction that includes detachable warrants
to the debt instrument and detachable warrants included in the exchange on a
relative fair value basis. All warrants were immediately available for exercise
and were included for valuation purposes. Based on our valuation, approximately
$1.7 million of the $7.5 million Debentures proceeds were allocated to the
warrants and included in "additional paid-in capital" in the stockholders'
equity section of our consolidated balance sheet and the remaining $5.8 million
was allocated to the Debentures. The fair value of the warrants was estimated
using the Black-Scholes option-pricing model. The $1.7 million is being
amortized to interest expense over the initial term of the debt. As of
June 30, 2003, the un-amortized discount is approximately $1.7 million.

         We incurred investment banking and legal costs associated with this
transaction totaling approximately $450,000. The costs will be amortized to
other expense over the initial term of the debt.

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

         In connection with our placement of Debentures and Warrants under the
Purchase Agreement, our Board of Directors approved the repurchase of up to
650,000 shares of our Common Stock. A significant portion of those shares were
repurchased in our recently completed "Dutch Auction" Tender Offer ("Tender
Offer"). Refer to Note 12 ("Subsequent Events") for further details of the
Tender Offer.

                                     Page 9
<PAGE>

NOTE 8 -- LONG-TERM OBLIGATIONS

         We have entered into an unsecured financing arrangement for $8.5
million for software and professional fees related to the implementation of a
new healthcare application platform for an existing outsourcing client. The
agreement provides for sixty monthly payments in the amount of $170,046,
including interest at an annual rate of 7.35%, commencing on February 1, 2003.
During the three months ended June 30, 2003, we capitalized approximately $0.6
million related to professional fees we incurred. As of June 30, 2003, we have
capitalized approximately $5.2 million related to software and professional
services we have received through that date. The liability associated with the
capitalized software and professional fees is $3.8 million as of June 30, 2003.
We currently anticipate the project should be completed during the third quarter
of 2004 and we will continue to capitalize the remaining software and
professional fees throughout the project as those costs are incurred. The
principal portion of the obligation matures as follows: $0.7 million throughout
the remainder of 2003, $1.6 million during 2004, $1.7 million during 2005, $1.8
million during 2006, $1.9 million during 2007 and $0.2 million during 2008.
During the three and six months ended June 30, 2003, we have also capitalized
approximately $68,000 and $115,000, respectively, of interest related to the
project. For consolidated financial statement presentation, we have also
included amounts relating to capital lease and other software and maintenance
financing arrangements in long-term obligations.

NOTE 9 -- RESTRUCTURINGS

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

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

<TABLE>
<CAPTION>
                           LIABILITIES AS OF           2003             2003         2003 CHANGE      LIABILITIES AS OF
                            JANUARY 1, 2003          ADDITIONS        PAYMENTS       IN ESTIMATE        JUNE 30, 2003
                           -----------------        -----------      -----------     -----------      -----------------
<S>                        <C>                      <C>              <C>             <C>                <C>
Severance                      $      239           $    -           $     (239)     $     -            $       -
Future lease obligations            2,820                -                 (592)           -                  2,228
                              -----------           -----------      -----------     -----------        -----------

           Total              $     3,059           $    -           $     (831)     $     -            $     2,228
                              ===========           ===========      ===========     ===========        -----------
</TABLE>

         The obligation is payable as follows: $542,000 throughout the remainder
of 2003, $798,000 during 2004, $466,000 during 2005, $239,000 during 2006 and
$183,000 during 2007.

NOTE 10 -- CONTINGENCIES

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

NOTE 11 -- RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

         In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150").
Under SFAS 150, a mandatorily redeemable financial instrument is classified as a
liability unless the redemption is required to occur only upon the liquidation
or termination of the entity, and is measured at fair market value. Changes in
the fair value or redemption amount are recognized in earnings. SFAS 150 is
effective for financial instruments entered into or modified after May 31, 2003.
For financial instruments issued on or before May 31, 2003, SFAS 150 is
effective July 1, 2003. We do not believe the adoption of SFAS 150 will have an
impact on our consolidated financial statements.



                                    Page 10
<PAGE>


NOTE 12 -- SUBSEQUENT EVENTS

         On July 23, 2003, we agreed to issue Debentures and Warrants to a new
investor to purchase 53,800 shares of Common Stock in exchange for cash of
$500,000 on substantially the same terms as the sale of Debentures and Warrants
to Camden, with the exception of the first quarterly interest payment commencing
on October 1, 2003. The Warrants were issued at an exercise price of $3.046 per
share, subject to certain anti-dilution adjustments.

         In connection with the sale of Debentures and Warrants to Camden, our
Board of Directors approved the repurchase of up to 650,000 shares of our Common
Stock to be accomplished through a "Dutch Auction" Tender Offer at a price not
greater than $3.60 and not less than $2.85 per share. The Tender Offer commenced
on June 16, 2003 and expired on July 14, 2003. During the Tender Offer, 355,782
shares of our Common Stock were properly tendered at $3.60 per share, resulting
in payments, including expenses, of approximately $1.4 million.


                                    Page 11

<PAGE>


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

OVERVIEW

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

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

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

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

         We derive substantially all of our revenue from fees for professional
services. We establish standard-billing guidelines based on the type and level
of service offered. Actual billing rates are established on a project-by-project
basis and may vary from the standard guidelines. Billings for time and materials
engagements are generally contracted to be made on a bi-weekly basis to monitor
client satisfaction and manage outstanding accounts receivable balances. Revenue
on time and materials contracts is recognized as the services are provided.
Outsourcing contracts, fixed-fee projects and pre-packaged solution sales are
billed by deliverable or on a periodic basis, typically monthly.


                                    Page 12
<PAGE>




Revenue on these contracts is generally recognized ratably over the life of the
contract or based on progress toward project milestones. As of June 30, 2003, we
have seven significant contracts to provide healthcare IT outsourcing services.
We also provide help desk and call center support, which are typically billable
on a per seat per month basis; and managed trust (digital security) services,
which are generally billed annually and recognized ratably over the life of the
contract.

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

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

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

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

         Historically, consultant compensation expense has grown faster than
consultant billing rates. We have sought to address the consultant compensation
issue by adding an additional variable portion of compensation payable upon the
achievement of measurable performance goals. In addition, we have sought to
address compensation expense pressures through increased use of stock options as
an overall part of our compensation package. These efforts have been hampered in
the past by the impact of our stock price and could be affected in the future
depending upon market conditions. The market in which we compete for our
talented and highly skilled consultant work force is highly competitive. Many of
the entities with whom we compete for employees have greater financial and other
resources than we do, and may be able to offer more attractive compensation
packages to candidates than we can, including salary, benefits, stock and stock
options. Our ability to successfully operate our business and compete in our
market is dependent upon our ability to recruit and retain skilled and motivated
sales, management, administrative and technical personnel. If we are unable to
recruit and retain consultants to perform new and existing client engagements,
our reputation in the industry and our ability to generate revenue will both
suffer, which could have a material adverse effect on our business, financial
condition and on the price of our common stock. Moreover, our consultants


                                    Page 13
<PAGE>


are often key to our client relationships. Loss of key consultants could impair
client relationships and adversely affect our ability to gain recurring
engagements, which could adversely affect our financial condition.

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

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

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

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

         In addition, our establishment of new services and market offerings and
hiring of consultants in peak hiring periods have and can from time to time
adversely affect margins. Also, seasonal factors, such as vacation days,
holidays and total business days in a quarter have and can affect margins.
Variations in services and market offering solution sales, longer outsourcing
sales cycles, uneven deployment of resources and failure to secure large
engagements can also result in quarterly variability of our net cost of services
as a percentage of net revenue. Our consultants are generally employed on a
full-time basis and therefore we will, in the short run, incur substantially all
of our employee-related costs even during periods of low utilization, as the
majority of employment costs of these personnel are fixed. In addition, we have
and may from time to time discontinue service offerings that have not been
successful in the market. Exiting a service offering can result in lower
margins, as there may not be immediate opportunities for the reassignment of
personnel, or there may be costs associated with the separation of personnel
from us. In addition, as we have responded to the diminishing demand for certain
of our consulting services by contracting operations and reducing costs, we have
and may again incur costs associated with business contractions, and may also
lose the ability to recover investments made in personnel, equipment, office
space and other assets associated with the service

                                    Page 14


<PAGE>




lines that are reduced or eliminated. In the event that office space is closed
by us, there can be no assurance that we will be able to sublease that space, or
that sublease rents will offset our obligations under our prime lease(s). In
addition, there can be no assurance that existing sublessees under our leases
will not default in their rent or other obligations. Default by our sublessees,
or an inability by us to sublease excess office space could have an adverse
effect on our financial condition.

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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


                                    Page 15
<PAGE>


         As of June 30, 2003, the restructuring-related accrual amounted to
approximately $2.2 million, which represents the present value of future
operating lease obligations for facilities no longer used by us, but not sublet
or sublet at amounts less than our obligation. Our restructuring accrual may be
adjusted in the future, based on our actual success in subleasing compared to
our estimate.

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





                                    Page 16

<PAGE>




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

Net Revenue.

         Consulting. Net revenue in this segment decreased by $0.5 million or
3.4%, to $13.7 million for the three months ended June 30, 2003, as compared to
$14.2 million for the three months ended June 30, 2002. The revenue decrease was
primarily due to the decline in demand for our systems integration services, as
well as the variability of the healthcare consulting business at this time.

         Outsourcing. Net revenue in this segment increased by $1.4 million, or
17.2%, to $9.2 million for the three months ended June 30, 2003, as compared to
$7.8 million for the three months ended June 30, 2002. The revenue increase was
primarily the result of the signing of two new full outsourcing contracts
subsequent to June 30, 2002.

Net Cost of Services.

         Consulting. Net cost of services in this segment increased by $0.4
million, or 4.7%, to $8.7 million for the three months ended June 30, 2003, as
compared to $8.3 million for the three months ended June 30, 2002. The increase
was primarily due to increased non-billable project expenses. Net cost of
services as a percentage of net revenue for this segment increased to 63.4% for
the three months ended June 30, 2003, as compared to 58.5% for the three months
ended June 30, 2002. The increase was primarily due to increased non-billable
project expenses, as well as a lower revenue base during the second quarter of
2003 as compared to the second quarter of 2002.

         Outsourcing. Net cost of services in this segment increased by $1.6
million, or 24.5%, to $7.9 million for the three months ended June 30, 2003, as
compared to $6.3 million for the three months ended June 30, 2002. The increase
was primarily due to the costs incurred as the result of the signing of two new
outsourcing contracts subsequent to June 30, 2002, as well as the increased
costs associated with the opening of our new processing center. Net cost of
services as a percentage of net revenue for this segment increased to 85.9% for
the three months ended June 30, 2003, as compared to 80.8% for the three months
ended June 30, 2002. The increase was primarily due to the costs incurred as the
result of the signing of two new outsourcing contracts subsequent to June 30,
2002, as well as the increased costs associated with the opening of our new
processing center.

         Selling, general and administrative expenses. Selling, general and
administrative expenses decreased by $1.8 million, or 21.9%, to $6.6 million for
the three months ended June 30, 2003, as compared to $8.4 million for the three
months ended June 30, 2002. The decrease was primarily attributable to
reductions in: personnel and related costs, facility expenditures and
depreciation. Selling, general and administrative expenses as a percentage of
net revenue decreased to 28.6% for the three months ended June 30, 2003, as
compared to 38.1% for the three months ended June 30, 2002. The decrease was
primarily attributable to reductions in personnel and related costs and
increased operating efficiencies as a result of our disciplined cost controls.

         Other income and expense. Other expense was $150,000 for the three
months ended June 30, 2003, as compared to other income of $57,000 for the three
months ended June 30, 2002. The change was primarily the result of the increased
interest expense incurred on our long-term obligations, as well as the reduced
interest earned on our short-term investments during the three months ended June
30, 2003. The change was also the result of the amortization of the discount on
our senior subordinated debentures recognized during the three months ended June
30, 2003.


                                    Page 17
<PAGE>




SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

Net Revenue.

         Consulting. Net revenue in this segment was $27.7 million for the six
months ended June 30, 2003, which is consistent with the six months ended June
30, 2002.

         Outsourcing. Net revenue in this segment increased by $1.5 million, or
9.4%, to $17.1 million for the six months ended June 30, 2003, as compared to
$15.6 million for the six months ended June 30, 2002. The revenue increase was
primarily the result of the signing of two new full outsourcing contracts
subsequent to June 30, 2002.

Net Cost of Services.

         Consulting. Net cost of services in this segment increased by $0.6
million, or 3.6%, to $17.2 million for the six months ended June 30, 2003, as
compared to $16.6 million for the six months ended June 30, 2002. The increase
was primarily due to increased non-billable project expenses. Net cost of
services as a percentage of net revenue for this segment increased to 62.0% for
the six months ended June 30, 2003, as compared to 59.9% for the six months
ended June 30, 2002. The increase was primarily due to increased non-billable
project expenses.

         Outsourcing. Net cost of services in this segment increased by $3.1
million, or 24.8%, to $15.3 million for the six months ended June 30, 2003, as
compared to $12.2 million for the six months ended June 30, 2002. The increase
was primarily due to the costs incurred as the result of the signing of two new
outsourcing contracts subsequent to June 30, 2002, as well as the increased
costs associated with the opening of our new processing center. Net cost of
services as a percentage of net revenue for this segment increased to 89.5% for
the six months ended June 30, 2003, as compared to 78.4% for the six months
ended June 30, 2002. The increase was primarily due to the costs incurred as the
result of the signing of two new outsourcing contracts subsequent to June 30,
2002, as well as the increased costs associated with the opening of our new
processing center.

         Selling, general and administrative expenses. Selling, general and
administrative expenses decreased by $3.5 million, or 20.7%, to $13.4 million
for the six months ended June 30, 2003, as compared to $16.9 million for the six
months ended June 30, 2002. The decrease was primarily attributable to
reductions in: personnel and related costs, depreciation, and facility
expenditures. Selling, general and administrative expenses as a percentage of
net revenue decreased to 29.9% for the six months ended June 30, 2003, as
compared to 39.0% for the six months ended June 30, 2002. The decrease was
primarily attributable to reductions in personnel and related costs and
increased operating efficiencies as a result of our disciplined cost controls.

         Other income and expense. Other expense was $229,000 for the six months
ended June 30, 2003, as compared to other income of $129,000 for the six months
ended June 30, 2002. The change was primarily the result of the increased
interest expense incurred on our long-term obligations, as well as the reduced
interest earned on our short-term investments during the six months ended June
30, 2003.


                                    Page 18

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         In connection with our restructuring activities, we recorded
restructuring charges of approximately $3.3 million during the year ended
December 31, 2002. These charges consisted primarily of costs associated with
the termination of a business alliance, which included the accelerated expense
associated with a certain lease obligation and the write-off of leasehold
improvements and capitalized software development costs. The restructuring
charges also included severance costs related to our organizational
restructuring and the write-off of property and equipment, partially offset by a
reduction to the 2001 accrual for restructuring costs. Refer to our audited
consolidated financial statements and notes thereto for the year ended December
31, 2002, for further details on the components of the restructuring charges.
During the three months ended June 30, 2003, we had cash outflows associated
with these restructuring charges of approximately $296,000, related to the
accelerated expense associated with certain lease obligations, which were
accrued for as of December 31, 2002. During the six months ended June 30, 2003,
we had cash outflows associated with these restructuring charges of
approximately $831,000, of which approximately $592,000 related to the
accelerated expense associated with certain lease obligations and approximately
$239,000 related to severance costs, which were accrued for as of December 31,
2002. The current accrued liability for additional cash outflows, related to the
accelerated expense associated with certain lease obligations, is approximately
$2.2 million and will be payable as follows: $542,000 throughout the remainder
of 2003, $798,000 during 2004, $466,000 during 2005, $239,000 during 2006 and
$183,000 during 2007.

         We have entered into an unsecured financing arrangement for $8.5
million for software and professional fees related to the implementation of a
new healthcare application platform for an existing outsourcing client. The
agreement provides for sixty monthly payments in the amount of $170,046,
including interest at an annual rate of 7.35%, commencing on February 1, 2003.
During the three months ended June 30, 2003, we capitalized approximately $0.6
million related to professional fees we incurred. As of June 30, 2003, we have
capitalized approximately $5.2 million related to software and professional
services we have received through that date. The liability associated with the
capitalized software and professional fees is $3.8 million as of June 30, 2003.
We currently anticipate the project should be completed during the third quarter
of 2004 and we will continue to capitalize the remaining software and
professional fees throughout the project as those costs are incurred. The
principal portion of the obligation matures as follows: $0.7 million throughout
the remainder of 2003, $1.6 million during 2004, $1.7 million during 2005, $1.8
million during 2006, $1.9 million during 2007 and $0.2 million during 2008.
During the three and six months ended June 30, 2003, we have also capitalized
approximately $68,000 and $115,000, respectively, of interest related to the
project. For consolidated financial statement presentation, we have also
included amounts relating to capital lease and other software and maintenance
financing arrangements in long-term obligations.

         During the three months ended June 30, 2003, we executed a new line of
credit arrangement with Fifth Third Bank allowing for borrowings of up to $8.0
million, based on qualifying accounts receivable and other operating metrics.
Based on the eligibility provisions and accounts receivable at June 30, 2003, we
could have borrowed approximately $4.5 million. At June 30, 2003, $2.4 million
was outstanding. Borrowings under the line mature in May 2004. Borrowings bear
interest at the prime rate less 0.25%. The interest rate at June 30, 2003, was
3.75%. The line is collateralized by accounts receivable, any deposits held by
the bank, equipment and other personalty. We were in compliance with all
financial covenants as of June 30, 2003. The prior line of credit matured on
April 15, 2003. Borrowings on that line, which amounted to approximately $3.1
million and bore interest at the greater of the prime rate or 1% plus the
Federal funds effective rate, were repaid in April 2003. In addition, we have
letters of credit of approximately $932,000 issued by various banks, of which,
approximately $412,000 is secured by bank deposits and $520,000 is covered by
our line of credit.

         In June 2003, we entered into a Securities Purchase Agreement (the
"Purchase Agreement") with Camden Partners Strategic Fund II-A, L.P., and Camden
Partners Strategic Fund II-B, L.P. (collectively known as "Camden") whereby we
agreed to issue Senior Subordinated Debentures (the "Debentures") and warrants
(the "Warrants") to purchase 807,000 shares of our $0.01 par value common stock
(the "Common Stock"), in exchange for a cash investment of $7.5 million from
Camden. The unsecured Debentures were issued in an aggregate principal amount of
$7.5 million with a maturity of three years (the "Initial Maturity Date") from
June 9, 2003, the date of their issuance (the "Issuance Date"), with an option
to extend the term of the Debentures for one additional year beyond the Initial
Maturity Date to June 9, 2007 at our sole option, subject to certain conditions.
Pursuant to the terms of the Debentures, we are required to make quarterly
interest payments at the rate of (i) 7.2% per annum commencing on July 1, 2003
until repayment in full, and (ii) if we elect to extend the maturity date
pursuant to the terms of the Debentures, 12% per annum from June 9, 2006 through
June 9, 2007. We will be entitled, at any time, to make up to three partial
prepayments of the Debentures in the amount of at least 33% of the total initial
indebtedness, which if the Debentures are pre-paid in full, would result in a
reduction to the number of outstanding warrants as provided for in the Warrant
Agreement. As of June 30, 2003, $7.5 million was outstanding on the debt.

         In July 2003, we agreed to issue additional Debentures and Warrants to
a new investor under the Purchase Agreement to purchase 53,800 shares of Common
Stock in exchange for cash of $500,000. The Debentures will have substantially
the same terms as described above, with the exception of the first quarterly
interest payment commencing on October 1, 2003.

        Under the Purchase Agreement, we agreed not to incur additional
indebtedness while the Debentures remain outstanding except for (a) capital
leases, purchase money indebtedness, mortgage debt, performance bonds and
similar instruments in the ordinary course of business, and (b) other
indebtedness for borrowed money not to exceed the greater of $8.0 million or ten
times EBITDA for the most recent quarter. Depending upon the circumstances,
these restrictions may make it difficult for us to make acquisitions or grow our
business and may restrict our access to needed capital.

         In connection with the sale of Debentures and Warrants to Camden, our
Board of Directors approved the repurchase of up to 650,000 shares of our Common
Stock to be accomplished through a "Dutch Auction" Tender Offer ("Tender Offer")
at a price not greater than $3.60 and not less than $2.85 per share. The Tender
Offer commenced on June 16, 2003 and expired on July 14, 2003. During the Tender
Offer, 355,782 shares of our Common Stock were properly tendered at $3.60 per
share, resulting in payments, including expenses, of approximately $1.4 million.

        Our primary capital needs have been, and will be, to fund our
outsourcing and solution sales initiatives, as well as our capital expenditures.
We believe after giving effect to the restructuring plan, and assuming
appropriate cost control initiatives and revenue consistent with recent levels,
that our current cash and cash equivalents, cash generated from operations,
recent funds received from the private placement of senior subordinated
debentures, plus available credit under our current and/or anticipated credit
agreements with our lenders, will be sufficient to finance our working capital
and capital expenditure requirements for at least the next twelve months. The
nature, amount and timing of our long-term capital needs can be affected by a
number of factors. For example, our strategic plan includes a heightened focus
on the development of our outsourcing business and the winning of large



                                    Page 19
<PAGE>



contracts. Implementation of a new outsourcing contract has and can involve the
need for capital investment by us, including the hiring of new personnel and the
acquisition of a client's IT assets, including hardware and software. An
additional element of our outsourcing business strategy includes offering data
center consolidation to our clients, which has and will continue to require
investment by us in data or processing center facilities. The timing, number and
scale of potential future outsourcing contracts can impact our need for capital
resources. In addition, our future long-term capital needs will be affected by
the nature and timing of our market and service offerings, in addition to
outsourcing, and the degree and timing of success enjoyed by such offerings in
the market. A failure of our offerings to meet success in the market, and our
inability to adjust our operating expenses to an appropriate level commensurate
with operating revenues, can also affect our need for capital resources. For all
of these reasons, the other factors discussed elsewhere in this report and those
risk factors identified in our reports on file with the Securities and Exchange
Commission, our ability to project long-term revenue levels and capital needs is
subject to substantial uncertainty.

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

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

         At June 30, 2003, we had cash and cash equivalents of $18.9 million and
working capital of $16.2 million, as compared with cash and cash equivalents of
$14.6 million and working capital of $14.0 million at December 31, 2002.

         Our net cash provided by operations decreased to $0.5 million for the
six months ended June 30, 2003, compared with $1.1 million for the six months
ended June 30, 2002. The decrease in net cash provided by operations was
primarily due to the increase in the net loss during the six months ended June
30, 2003, compared to the six months ended June 30, 2002, which included a $2.3
million income tax benefit, partially offset by the increase in current
liabilities during the six months ended June 30, 2003, as compared to the six
months ended June 30, 2002.

         Net cash of $2.3 million used in investing activities during the six
months ended June 30, 2003, consists of additions to property, equipment and
software, which primarily relate to the new full outsourcing contracts,
partially offset by the proceeds received from the sale of real estate.

         Net cash of $6.1 million provided by financing activities during the
six months ended June 30, 2003, was the result of proceeds received from our
senior debentures, partially offset by payments on our long-term obligations and
line of credit.


                                    Page 20

<PAGE>


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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         Within the 90-day period prior to the filing date of this report, our
management, under the supervision of our Chief Executive Officer and Chief
Financial Officer, carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Rules 13a-14
and 15d-14 under the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended. Based upon their evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective in alerting them timely to material information required to be
included in our Exchange Act filings. There have not been any significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation.

CHANGES IN INTERNAL CONTROLS

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

PART II -- OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On June 9, 2003, we entered into a Securities Purchase Agreement with
Camden Partners Strategic Fund II-A, L.P., and Camden Partners Strategic Fund
II-B, L.P., whom we refer to collectively as Camden, whereby we agreed to issue
Senior Subordinated Debentures and Warrants to purchase 807,000 shares of our
common stock, par value $0.01, (subject to adjustments as discussed below) in
exchange for a cash investment of $7.5 million from Camden.

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

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


                                    Page 21
<PAGE>




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

<Table>
<S>               <C>

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

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

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

         10.1     Revolving Credit and Security Agreement, dated May 14, 2003,
                  by and among Superior Consultant Company, Inc., Superior
                  Consultant Holdings Corporation, ComTrust, LLC and Fifth
                  Third Bank.

         10.2     Revolving Line of Credit Note, dated May 14, 2003, made by
                  Superior Consultant Company, Inc. in favor of Fifth Third
                  Bank.

         10.3     Guaranty and Commercial Security Agreement, dated May 14,
                  2003, by and between Superior Consultant Holdings
                  Corporation and Fifth Third Bank.

         10.4     Guaranty and Commercial Security Agreement, dated May 14,
                  2003, by and between ComTrust, LLC and Fifth Third Bank.

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

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

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

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

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

</Table>

(b)      Reports on Form 8-K

         On April 25, 2003, we furnished a Current Report on Form 8-K, dated
         April 24, 2003, under Item 7, "Financial Statements and Exhibits" and
         Item 9, "Information Provided Under Item 12 (Results of Operations and
         Financial Condition)," attaching our April 24, 2003, press release
         announcing our financial results for the fiscal quarter ended March 31,
         2003.

         On June 13, 2003, we filed a Current Report on Form 8-K, dated June 9,
         2003, under Item 5, "Other Events" and Item 7, "Financial Statements
         and Exhibits" announcing the Securities Purchase Agreement we entered
         into on June 9, 2003, with Camden Partners Strategic Fund II-A, L.P.
         and Camden Partners Strategic Fund II-B L.P.


                                    Page 22
<PAGE>




SIGNATURES

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

                                    Superior Consultant Holdings Corporation


Date: August 14, 2003               /s/ Richard D. Helppie, Jr.
------------------------            -------------------------------------------
                                    Richard D. Helppie, Jr.
                                    Chief Executive Officer
                                    (Principal Executive Officer)

Date: August 14, 2003               /s/ Richard R. Sorensen
------------------------            -------------------------------------------
                                    Richard R. Sorensen
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




                                    Page 23
<PAGE>

EXHIBIT INDEX

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

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

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

         10.1     Revolving Credit and Security Agreement, dated May 14, 2003,
                  by and among Superior Consultant Company, Inc., Superior
                  Consultant Holdings Corporation, ComTrust, LLC and Fifth
                  Third Bank.

         10.2     Revolving Line of Credit Note, dated May 14, 2003, made by
                  Superior Consultant Company, Inc. in favor of Fifth Third
                  Bank.

         10.3     Guaranty and Commercial Security Agreement, dated May 14,
                  2003, by and between Superior Consultant Holdings
                  Corporation and Fifth Third Bank.

         10.4     Guaranty and Commercial Security Agreement, dated May 14,
                  2003, by and between ComTrust, LLC and Fifth Third Bank.

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

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

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

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

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

</Table>