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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



|x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2003 or



| ̈ |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from to
.



Commission File Number: 0-20807



ICT GROUP, INC.

(Exact name of registrant as specified in its charter)



|Pennsylvania                                                   |  | 23-2458937                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|100 Brandywine Boulevard, Newtown PA     |  | 18940     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



267-685-5000

Registrants telephone number, including area code.



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 checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) YES x    NO ̈



Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest practicable
date.



Common Shares, $0.01 par value, 12,396,450 shares
outstanding as of August 8, 2003.



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ICT GROUP, INC.



INDEX



|PART I     |  | FINANCIAL INFORMATION                                                                   |  | PAGE
|---------- |  | --------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                        
|Item 1     |  | CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)                                           |  |     
|           |  |                                                                                        
|           |  | Consolidated Balance SheetsJune 30, 2003 and December 31, 2002                         |  | 3   
|           |  |                                                                                        
|           |  | Consolidated Statements of OperationsThree and six months ended June 30, 2003 and 2002 |  | 5   
|           |  |                                                                                        
|           |  | Consolidated Statements of Cash FlowsSix months ended June 30, 2003 and 2002           |  | 6   
|           |  |                                                                                        
|           |  | Notes to Consolidated Financial Statements                                              |  | 7   
|           |  |                                                                                        
|Item 2     |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   |  | 15  
|           |  |                                                                                        
|Item 3     |  | QUANTITATIVE AND QUALITITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 22  
|           |  |                                                                                        
|Item 4     |  | CONTROLS AND PROCEDURES                                                                 |  | 22  
|           |  |                                                                                        
|PART II    |  | OTHER INFORMATION                                                                       |  |     
|           |  |                                                                                        
|Item 1     |  | LEGAL PROCEEDINGS                                                                       |  | 23  
|           |  |                                                                                        
|Item 4     |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                     |  | 24  
|           |  |                                                                                        
|Item 6     |  | EXHIBITS AND REPORTS ON FORM 8-K                                                        |  | 25  
|           |  |                                                                                        
|SIGNATURES |  |                                                                                         |  | 25  



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ICT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

|                                                |  | June 30,2003 |         |   | December 31,2002 |  
|----------------------------------------------- |  | ------------ | ------- | - | ---------------- | -
|ASSETS                                          |  |              |         |   |                  |  
|CURRENT ASSETS:                                 |  |              |         |   |                  |  
|Cash and cash equivalents                       |  | $            | 19,046  |   |                  | $
|Accounts receivable, net                        |  |              | 46,445  |   |                  |  
|Prepaid expenses and other                      |  |              | 14,629  |   |                  |  
|Deferred income taxes                           |  |              | 4,715   |   |                  |  
|                                                |  |              |         |   |                  |  
|Total current assets                            |  |              | 84,835  |   |                  |  
|                                                |  |              |         |   |                  |  
|PROPERTY AND EQUIPMENT:                         |  |              |         |   |                  |  
|Communications and computer equipment           |  |              | 88,062  |   |                  |  
|Furniture and fixtures                          |  |              | 19,566  |   |                  |  
|Leasehold improvements                          |  |              | 14,095  |   |                  |  
|                                                |  |              |         |   |                  |  
|                                                |  |              | 121,723 |   |                  |  
|Less: Accumulated depreciation and amortization |  |              | (72,925 | ) |                  |  
|                                                |  |              |         |   |                  |  
|                                                |  |              | 48,798  |   |                  |  
|                                                |  |              |         |   |                  |  
|DEFERRED INCOME TAXES                           |  |              | 726     |   |                  |  
|OTHER ASSETS                                    |  |              | 3,274   |   |                  |  
|                                                |  |              |         |   |                  |  
|                                                |  | $            | 137,633 |   |                  | $
|                                                |  |              |         |   |                  |  





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



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ICT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

|                                                                                                                                        |  | June 30,2003 |         | December 31,2002 |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ---------------- | -
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                    |  |              |         |                  |  
|CURRENT LIABILITIES:                                                                                                                    |  |              |         |                  |  
|Line of credit                                                                                                                          |  | $            | 27,500  |                  | $
|Accounts payable                                                                                                                        |  |              | 17,188  |                  |  
|Accrued expenses                                                                                                                        |  |              | 13,829  |                  |  
|Income taxes payable                                                                                                                    |  |              | 376     |                  |  
|Accrued litigation                                                                                                                      |  |              | 7,850   |                  |  
|                                                                                                                                        |  |              |         |                  |  
|Total current liabilities                                                                                                               |  |              | 66,743  |                  |  
|                                                                                                                                        |  |              |         |                  |  
|LINE OF CREDIT                                                                                                                          |  |              |        |                  |  
|OTHER LIABILITIES                                                                                                                       |  |              | 2,966   |                  |  
|                                                                                                                                        |  |              |         |                  |  
|SHAREHOLDERS EQUITY:                                                                                                                   |  |              |         |                  |  
|Preferred stock, $0.01 par value 5,000 shares authorized, none issued                                                                   |  |              |        |                  |  
|Common stock, $0.01 par value, 40,000 shares authorized, 12,396 and 12,394 shares issued and outstanding in 2003 and 2002,
respectively |  |              | 124     |                  |  
|Additional paid-in capital                                                                                                              |  |              | 51,300  |                  |  
|Retained earnings                                                                                                                       |  |              | 15,621  |                  |  
|Accumulated other comprehensive income (loss)                                                                                           |  |              | 879     |                  |  
|                                                                                                                                        |  |              |         |                  |  
|Total shareholders equity                                                                                                              |  |              | 67,924  |                  |  
|                                                                                                                                        |  |              |         |                  |  
|                                                                                                                                        |  | $            | 137,633 |                  | $
|                                                                                                                                        |  |              |         |                  |  





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



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ICT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

|                                                                                                                 |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | ------------------------
|                                                                                                                 |  | 2003                       |        |                         
|REVENUE                                                                                                          |  | $                          | 70,543 |                         
|                                                                                                                 |  |                            |        |                         
|OPERATING EXPENSES:                                                                                              |  |                            |        |                         
|Cost of services                                                                                                 |  |                            | 43,974 |                         
|Selling, general and administrative                                                                              |  |                            | 28,764 |                         
|Litigation costs                                                                                                 |  |                            | (4,674 | )                       
|Restructuring charge                                                                                             |  |                            | (377   | )                       
|                                                                                                                 |  |                            |        |                         
|                                                                                                                 |  |                            | 67,687 |                         
|                                                                                                                 |  |                            |        |                         
|Operating income (loss)                                                                                          |  |                            | 2,856  |                         
|INTEREST EXPENSE, net of interest income of $37 and $59 for the three months and $63 and $116 for the six months |  |                            | 257    |                         
|                                                                                                                 |  |                            |        |                         
|Income (loss) before income taxes                                                                                |  |                            | 2,599  |                         
|INCOME TAX PROVISION (BENEFIT)                                                                                   |  |                            | 1,012  |                         
|                                                                                                                 |  |                            |        |                         
|NET INCOME (LOSS)                                                                                                |  | $                          | 1,587  |                         
|                                                                                                                 |  |                            |        |                         
|EARNINGS (LOSS) PER SHARE:                                                                                       |  |                            |        |                         
|Basic earnings (loss) per share                                                                                  |  | $                          | 0.13   |                         
|                                                                                                                 |  |                            |        |                         
|Diluted earnings (loss) per share                                                                                |  | $                          | 0.12   |                         
|                                                                                                                 |  |                            |        |                         
|Shares used in computing basic earnings (loss) per share                                                         |  |                            | 12,394 |                         
|                                                                                                                 |  |                            |        |                         
|Shares used in computing diluted earnings (loss) per share                                                       |  |                            | 12,753 |                         
|                                                                                                                 |  |                            |        |                         





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



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ICT GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

|                                                                                         |  | Six Months EndedJune 30, |  
|---------------------------------------------------------------------------------------- |  | ------------------------ | -
|                                                                                         |  | 2003                     |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |                          |  
|Net income (loss)                                                                        |  | $(3,607                  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                          |  
|Depreciation and amortization                                                            |  | 8,718                    |  
|Tax benefit of stock option exercises                                                    |  |                         |  
|Asset impairment                                                                         |  | 280                      |  
|Amortization of deferred financing costs                                                 |  | 142                      |  
|(Increase) decrease in:                                                                  |  |                          |  
|Accounts receivable                                                                      |  | 9,371                    |  
|Prepaid expenses and other                                                               |  | (6,099                   | )
|Other assets                                                                             |  | (4                       | )
|Increase (decrease) in:                                                                  |  |                          |  
|Accounts payable                                                                         |  | 1,558                    |  
|Accrued expenses and other liabilities                                                   |  | (4,541                   | )
|Income taxes payable                                                                     |  | (1,686                   | )
|Accrued litigation                                                                       |  | 6,500                    |  
|                                                                                         |  |                          |  
|Net cash provided by operating activities                                                |  | 10,632                   |  
|                                                                                         |  |                          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |                          |  
|Purchases of property and equipment                                                      |  | (12,113                  | )
|                                                                                         |  |                          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |                          |  
|Net borrowings under line of credit                                                      |  | 4,500                    |  
|Proceeds from exercise of stock options                                                  |  | 23                       |  
|                                                                                         |  |                          |  
|Net cash provided by financing activities                                                |  | 4,523                    |  
|                                                                                         |  |                          |  
|EFFECT OF FOREIGN EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS                      |  | (275                     | )
|                                                                                         |  |                          |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     |  | 2,767                    |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           |  | 16,279                   |  
|                                                                                         |  |                          |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                 |  | $19,046                  |  
|                                                                                         |  |                          |  





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



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ICT GROUP, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Note 1:    BASIS OF PRESENTATION



The accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) 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 complete fiscal year. For additional information, refer to the consolidated financial statements and footnotes thereto
included in the Form 10-K for the year ended December 31, 2002. Certain reclassifications of prior year amounts have been made to conform to the current year presentation.



Note 2:    CORPORATE RESTRUCTURING



In December 2002, the Company announced a corporate restructuring and recorded a $8,894,000 pre-tax restructuring charge in connection with
a plan to reduce its cost structure by closing all or part of ten contact centers prior to the end of their existing lease term. The restructuring costs included severance of $1,078,000 (relating to 45 employees), site closure costs totaling
$7,243,000, which were the estimated costs for closing the contact centers, including $6,151,000 in obligations under signed real estate and equipment lease agreements, $1,092,000 in costs related to early lease terminations and the write-off of
$573,000 of leasehold improvements, security deposits and certain fixed assets. The discount rate used to present value the remaining payments due under the leases was the risk free interest rate, which was the yield on U.S. treasury obligations
with a similar life as the remaining lease payments. Given current market conditions in the locations of the identified contact centers, and the inability to locate any tenants, the Company assumed that no sublease income would be available to
offset the future rent payments. All of the ten facilities scheduled to be closed were closed by the end of the second quarter of 2003. Severance to all but two employees was fully paid as of March 31, 2003. The remaining severance payments are
scheduled to continue through February 2004.



The change in the restructuring
accrual during the six months ended June 30, 2003 is summarized as follows (amounts in thousands):



|                    |  | Accrual atDecember 31, 2002 |       | CashPayments |   | Reversals |  | Accrual at June 30, 2003
|------------------- |  | --------------------------- | ----- | ------------ | - | --------- |  | ------------------------
|Severance           |  | $                           | 1,078 |              | $ | 769       |  | $                       
|Lease obligations   |  |                             | 6,151 |              |   | 965       |  |                         
|Facility exit costs |  |                             | 1,092 |              |   | 331       |  |                         
|                    |  |                             |       |              |   |           |  |                         
|                    |  | $                           | 8,321 |              | $ | 2,065     |  | $                       
|                    |  |                             |       |              |   |           |  |                         



During the quarter ended June 30,
2003, the Company negotiated lease termination settlements for certain facilities that were part of the December 2002 restructuring. The settlement amounts were below the Companys original estimate of lease obligations and facility exit costs.
Therefore the Company reversed $582,000 of the restructuring accrual in order to appropriately reflect the settlement amounts. The settlement amounts were paid in July 2003. During the implementation of the restructuring plan in the six months ended
June 30, 2003, the Company identified additional assets for which management currently has no plan to utilize in other facilities. The Company has classified these as assets held for disposal and has written them down to fair value, resulting in an
impairment charge



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of $205,000. The $582,000 adjustment and the $205,000 asset impairment have been recorded in the restructuring charge
line in the accompanying consolidated statements of operations.



At June 30,
2003, $2,414,000 of the restructuring accrual is recorded in other liabilities in the consolidated balance sheet, which represents lease obligation payments to be made beyond one year. The balance of the restructuring accrual is included in accrued
expenses at June 30, 2003.



Note 3:    RECENT ACCOUNTING
PRONOUNCEMENTS



In November 2002, the Emerging Issues Task Force (EITF)
finalized its consensus on EITF Issue 00-21, Revenue Arrangements with Multiple Deliverables, which provides guidance on the timing and method of revenue recognition for sales arrangements that include the delivery of more than one
product or service. EITF Issue 00-21 can be adopted prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003. The Company has chosen to adopt EITF Issue 00-21 on a prospective basis, as provided for by the EITF.
The Company has determined that the consensus is not expected to have a material impact on the Companys consolidated financial statements.



In April 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. The Statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. This
pronouncement is effective for contracts entered into or modified after June 30, 2003, for hedging relationships designated after June 30, 2003, and to certain preexisting contracts. The Company adopted SFAS No. 149 on July 1, 2003 on a prospective
basis, as provided for by the pronouncement. The Company does not expect the adoption of SFAS No. 149 will have a material impact on the Companys consolidated financial statements.



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective July 1, 2003. The adoption of FAS 150 is not expected to have a significant impact on the Companys consolidated financial statements.



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Note 4:    LINE OF CREDIT



In April 2001, the Company entered into a credit agreement with a group of banks that provides for a three-year, secured revolving credit
facility (the Credit Facility) with an aggregate commitment of $85,000,000. The Credit Facility includes sub-limits for both foreign denominated loans and letters of credit. Under the Credit Facility, the Company has two borrowing options, either a
Base Rate option, defined as the higher of federal funds plus 0.5% or prime, or a Eurodollar rate option, defined as LIBOR plus a spread ranging from 1.25% to 2.25%, depending on the Companys ratio of funded debt to EBITDA (net
income before interest expense, interest income, income taxes, depreciation and amortization). The Company is required to pay a quarterly commitment fee ranging from 0.25% to 0.50% of the unused amount, as well as a quarterly low usage fee ranging
from 0% to 0.05%, based on the Companys ratio of funded debt to EBITDA. The Credit Facility contains certain affirmative and negative covenants including financial covenants requiring the maintenance of specified levels of consolidated
leverage, consolidated fixed charges and minimum net worth. On May 2, 2003, the Credit Facility was amended to modify certain of the financial covenants. The Company is in compliance with the covenants under the amended Credit Facility as of June
30, 2003.



At June 30, 2003, $27,500,000 of borrowings was outstanding under
the Credit Facility. This entire amount is classified as a current liability in the accompanying consolidated balance sheet since the Credit Facility has a maturity date of April 28, 2004. The amount of the unused Credit Facility at June 30, 2003
was $57,500,000.



Note 5:    EARNINGS (LOSS) PER
SHARE AND STOCK-BASED COMPENSATION



The Company follows SFAS No. 128,
Earnings Per Share. Basic earnings (loss) per share (Basic EPS) is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share (Diluted EPS) is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding, after giving effect to the potential dilution from the exercise of securities, such as stock options, into shares of common stock as if those
securities were exercised. For the three months ended June 30, 2003 and 2002, the dilutive effect of common stock equivalents used in computing Diluted EPS was 359,000 and 763,000, respectively. For the three months ended June 30, 2003 and 2002,
options to purchase 672,000 and 0 shares of common stock, respectively, were outstanding but not included in the computation of Diluted EPS as the result would be antidilutive. Given the Companys loss for the six months ended June 30, 2003,
Diluted EPS is the same as Basic EPS as all common stock equivalents would be antidilutive. Accordingly, for the six months ended June 30, 2003, options to purchase 901,000 shares of common stock were not included in the computation of Diluted EPS.
For the six months ended June 30, 2002, the dilutive effect of common stock equivalents used in computing Diluted EPS was 758,000. For the six months ended June 30, 2002, options to purchase 13,000 shares of common stock were outstanding but
not included in the computation of Diluted EPS as the result would be antidilutive.



The Company follows the intrinsic value method of accounting for stock-based employee compensation in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. The Company records deferred compensation for option grants to employees for the amount, if any, by which the market price per share exceeds the exercise price per share at the measurement date, which is generally the grant date.
The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Company had accounted for its stock option plans under the fair value method of accounting under SFAS No. 123, Accounting for Stock-Based
Compensation as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure:



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|                                                                                                                            |  | Three Months EndedJune 30, |       | Six Months EndedJune 30,
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----- | ------------------------
|(in thousands, except per share data)                                                                                       |  | 2003                       |       | 2002                    
|Net income (loss), as reported                                                                                              |  | $                          | 1,587 |                         
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of
tax |  |                            | 148   |                         
|                                                                                                                            |  |                            |       |                         
|Pro forma net income (loss)                                                                                                 |  | $                          | 1,439 |                         
|                                                                                                                            |  |                            |       |                         
|Diluted earnings (loss) per share, as reported                                                                              |  | $                          | 0.12  |                         
|Pro forma diluted earnings (loss) per share                                                                                 |  | $                          | 0.11  |                         



The weighted average fair value of the
options granted during the three months ended June 30, 2003 and 2002 is estimated at $6.09 and $11.18 per share, respectively, on the date of grant. The weighted average fair value of the options granted during the six months ended June 30, 2003 and
2002 is estimated at $7.05 and $8.91 per share, respectively, on the date of grant. These estimates are derived from the Black-Scholes option-pricing model with the following weighted average assumptions:



|                        |  | Three Months EndedJune 30, |   |  | Six Months EndedJune 30, |  
|----------------------- |  | -------------------------- | - |  | ------------------------ | -
|                        |  | 2003                       |   |  | 2002                     |  
|Expected dividend yield |  | 0.0                        | % |  | 0.0                      | %
|Volatility              |  | 70                         | % |  | 81                       | %
|Risk free interest rate |  | 4.10                       | % |  | 3.80                     | %
|Expected life           |  | 8.0 years                  |   |  | 7.5 years                |  



Note
6:    COMPREHENSIVE INCOME (LOSS)



The Company follows
SFAS No. 130, Reporting Comprehensive Income. This statement requires companies to classify items of other comprehensive income (loss) by their nature in a financial statement and display the accumulated balance of other comprehensive
income (loss) separately from retained earnings and additional paid-in capital in the equity section of the consolidated balance sheet.



|(in thousands)                           |  | Three Months EndedJune 30, |       | Six Months EndedJune 30,
|---------------------------------------- |  | -------------------------- | ----- | ------------------------
|                                         |  | 2003                       |       | 2002                    
|Net income (loss)                        |  | $                          | 1,587 |                         
|Foreign currency translation adjustments |  |                            | 2,287 |                         
|                                         |  |                            |       |                         
|Comprehensive income (loss)              |  | $                          | 3,874 |                         
|                                         |  |                            |       |                         



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Note 7:    LEGAL PROCEEDINGS



In 1998, William Shingleton filed a class action lawsuit against the Company in the Circuit Court of Berkley County, West Virginia alleging
that the Company had violated the West Virginia Wage Payment and Collection Act (the Act) for failure to pay promised signing and incentive bonuses and wage increases, failure to compensate employees for short breaks or transition
periods and improper deductions for the cost of purchasing telephone headsets. The complaint also included a count for fraud, alleging that the failure to pay for short break and transition time violated specific representations made by the Company
to its employees. The Company filed a response denying liability. In 2001, the Court granted the plaintiffs motion to expand the class to include all current and former hourly employees at all four of the Companys West Virginia
facilities and to add twelve current and former executives of the Company as defendants. The plaintiffs then asserted a new allegation that, in addition to not paying employees for breaks and transition time, the Company failed to pay
employees for production hours worked. The Court has entered two separate orders granting partial summary judgment against the Company and, in the case of one of the orders, against three of the individual defendants, finding that employees were not
paid for all hours attributable to short breaks and idle time of less than 30 minutes in duration.



In addition to compensatory claims for unpaid wages, the plaintiffs are seeking liquidated damages under the Act and punitive damages for allegedly fraudulent conduct on the part of the Company and the individual
defendants. The method of calculating liquidated damages under the Act is one of the matters in dispute between the parties, and there is a significant difference in the amount of potential liquidated damages using the methods the plaintiffs and the
Company contend apply. The potential amount of the liquidated damages is affected by such things as the hours a person worked per day, the hourly rate of pay and the number of class members included in the calculation. On April 16, 2003, the Court
entered an order granting the plaintiffs motion for summary judgment on the method of calculation of liquidated damages under the Act. The Court ruled that, under the Act, every class member who was not paid transition time, short breaks or
other wages is owed liquidated damages equal to a days wages for every day the amounts due remain unpaid up to 30 days.



On October 11, 2002, the plaintiffs filed a Motion For Sanctions requesting the Court to find certain evidentiary presumptions and to order the defendants to obtain a
surety bond in the initial amount of approximately $11,300,000, reflecting the plaintiffs contention of the amount of compensatory and liquidated damages due. The plaintiffs subsequently amended their request that the Company post a surety
bond by asking the Court to increase the amount of the bond to approximately $21,000,000, alleging that the number of class members had increased and, therefore, the potential amount of compensatory and liquidated damages also had increased. On
March 28, 2003, the Court entered an order denying the plaintiffs motion that the Company be required to post such bond.



As of December 31, 2002, the Company had accrued $1,350,000 related to the Shingleton litigation. As a result of the April 16, 2003 Court order regarding the method of
calculating liquidated damages, the Company increased the estimate of this loss contingency and increased its accrual as of March 31, 2003 to $12,850,000.



As required by SFAS No. 5, Accounting for Contingencies, the Company re-evaluated its position with respect to this litigation as of June 30, 2003 and has
reduced the accrual. This decision was based principally on a recent ruling of the United States Supreme Court that the United States Constitution limited an award of punitive damages relative to the compensatory damages awarded in the same matter.
Subsequent to its initial decision, in two other cases before it, the Supreme Court directed the trial courts in those cases to reconsider their previous rulings in light of this decision. In older cases, the Supreme Court found that liquidated
damages imposed for violations of law are subject to limitations similar to those applicable to punitive damage awards. In view of these Supreme Court cases, the Company determined that the loss contingency previously recorded for the ongoing class
action litigation exceeded the accrual required in accordance with SFAS No. 5. In applying the recent Supreme Court cases to managements current estimate of the accrual required by SFAS No. 5, the Company determined that the accrual required
for the litigation contingency is lower than the loss contingency previously recorded as of March 31, 2003. As a result, the Company has reduced the accrual for this litigation from $12,850,000 to $7,850,000 during the quarter ended June 30, 2003.



The Company intends to continue its vigorous defense of this action and, at
the appropriate time, seek an appeal of the Courts April 16, 2003 order on the issue of the method of calculating liquidated damages. As a result, the



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Company will continue to incur additional litigation defense costs, which are expensed as incurred, net of responsive
insurance coverage. The Company also is vigorously defending the other disputed issues in the suit, including the allegations of fraud. The Company believes it has meritorious arguments that, if successful on appeal (if an appeal is granted), would
significantly reduce the amount of any liquidated damages and that it has meritorious defenses to the fraud allegations. If, however, the plaintiffs method of calculating liquidated damages is upheld, or if there is a finding that the Company
is liable for punitive damages as a result of engaging in fraudulent conduct, the Company could incur a loss which significantly exceeds the $7,850,000 accrual that the Company has recorded in its consolidated financial statements as of June 30,
2003 and could have a material adverse impact on the Companys operating results for the period in which such actual loss becomes known. In the event the Company was to agree to an out-of-court settlement of this matter for an amount in excess
of the amount the Company then has accrued in its consolidated financial statements, the Company would take a charge to its operating results for the period in which such settlement occurs. The Company is unable at this time to determine whether
such settlement will occur and the amount of any such potential settlement. At a status conference held on January 27, 2003, the Court vacated its prior scheduling order and did not set a new schedule. As a result, there is no discovery deadline and
no trial date has been set.



Note 8:    2003 EFFECTIVE
TAX RATE



In accordance with FASB Interpretation No. 18, Accounting
for Income Taxes in Interim Periods, the effective income tax rate of 36.5% for the six months ended June 30, 2003 has been computed to include the effect of the net $6,500,000 increase in the litigation accrual that was recorded related to
the Shingleton litigation. As a result, the effective income tax rate for the remaining quarters of 2003 will exclude the impact of the litigation charge, and, based upon the Companys current estimates, will approximate 33% for the last two
quarters of 2003. The estimated effective income tax rate for the full year 2003, including the effect of the litigation charge in the first six months, is expected to be approximately 44%.



Note 9:    OPERATING AND GEOGRAPHIC INFORMATION



Under the disclosure requirements of SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, the Company classifies its operations into two business segments: Domestic Customer Relationship Management (CRM) and International CRM. The operating segments are managed separately because each operating
segment represents a strategic business unit that offers its services in different geographic markets. Segment assets include amounts specifically identified to each segment. Corporate assets consist primarily of property and equipment. The Domestic
CRM segment provides inbound and outbound telesales, collectively known as CRM Sales, as well as database marketing, marketing research, contact center consulting, technology hosting, and ongoing customer care management services, collectively known
as CRM Services, on behalf of customers operating in the Companys target industries. The International CRM segment provides the same services in Europe, Canada, Mexico, Barbados, Australia, and the Philippines and includes business conducted
by Spantel for the U.S. Hispanic market.



Also, a portion of International
CRMs assets, depreciation and amortization and capital expenditures are used to generate revenue and operating income for the Domestic CRM segment.



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|(in thousands)                 |  | Three Months EndedJune 30, |         | Six Months EndedJune 30,
|------------------------------ |  | -------------------------- | ------- | ------------------------
|                               |  | 2003                       |         |                         
|Revenue:                       |  |                            |         |                         
|Domestic CRM                   |  | $                          | 53,414  |                         
|International CRM              |  |                            | 17,129  |                         
|                               |  |                            |         |                         
|                               |  | $                          | 70,543  |                         
|                               |  |                            |         |                         
|Operating income (loss):       |  |                            |         |                         
|Domestic CRM                   |  | $                          | 4,274   |                         
|International CRM              |  |                            | (1,418  | )                       
|                               |  |                            |         |                         
|                               |  | $                          | 2,856   |                         
|                               |  |                            |         |                         
|Total assets:                  |  |                            |         |                         
|Domestic CRM                   |  | $                          | 81,579  |                         
|International CRM              |  |                            | 44,930  |                         
|Corporate                      |  |                            | 11,124  |                         
|                               |  |                            |         |                         
|                               |  | $                          | 137,633 |                         
|                               |  |                            |         |                         
|Depreciation and amortization: |  |                            |         |                         
|Domestic CRM                   |  | $                          | 1,711   |                         
|International CRM              |  |                            | 1,637   |                         
|Corporate                      |  |                            | 1,214   |                         
|                               |  |                            |         |                         
|                               |  | $                          | 4,562   |                         
|                               |  |                            |         |                         
|Capital expenditures:          |  |                            |         |                         
|Domestic CRM                   |  | $                          | 1,721   |                         
|International CRM              |  |                            | 3,052   |                         
|Corporate                      |  |                            | 348     |                         
|                               |  |                            |         |                         
|                               |  | $                          | 5,121   |                         
|                               |  |                            |         |                         



The following table represents
information about the Company by geographic area:



|(in thousands)          |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|----------------------- |  | -------------------------- | ------ | ------------------------
|                        |  | 2003                       |        | 2002                    
|Revenue:                |  |                            |        |                         
|United States           |  | $                          | 54,533 |                         
|Canada                  |  |                            | 8,437  |                         
|Other foreign countries |  |                            | 7,573  |                         
|                        |  |                            |        |                         
|                        |  | $                          | 70,543 |                         
|                        |  |                            |        |                         
|Long-lived assets       |  |                            |        |                         
|United States           |  | $                          | 25,015 |                         
|Canada                  |  |                            | 11,057 |                         
|Other foreign countries |  |                            | 12,726 |                         
|                        |  |                            |        |                         
|                        |  | $                          | 48,798 |                         
|                        |  |                            |        |                         



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Note 10:    DERIVATIVE INSTRUMENTS



On June 27, 2003, the Company commenced a foreign currency hedging strategy to mitigate the
cash flow effects of strengthening foreign currencies against the U.S. dollar. As of June 30, 2003, the Company has entered into a series of non-deliverable average-rate range forward contracts. The underlying currency for each of these derivatives
is the Canadian dollar (CAD), with a notional amount of 2,700,000 CAD. The Company has entered into six derivatives, one for each of the next six months from July 2003 through December 2003. Each contract expires on the last business day of each
month and settles on the first business day of the following month.



The
Company has applied SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities for this transaction. The fair value of these derivative instruments is zero as of June 30, 2003. The Company expects these derivative
instruments to be highly effective foreign currency cash flow hedges, and therefore any changes in fair value of the derivative will be recorded through other comprehensive income to the extent they are effective until the end of each month when
settlement occurs and any gains or losses are realized.



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ITEM 2.    
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS



GENERAL



ICT Group, Inc. (the Company or ICT) is a leading global provider of integrated customer relationship management (CRM) solutions. The Company provides integrated sales, service and marketing support solutions designed
to help its clients identify, acquire, retain, service, measure, and maximize the lifetime value of their customer relationships. ICTs comprehensive, balanced mix of outsourced CRM solutions includes inbound and outbound sales,
up-selling/cross-selling, customer care and retention and technical support/help desk services as well as marketing research, including telephone interviewing, coding and analysis, database design and marketing analysis.



ICT also offers a comprehensive suite of CRM technologies on a hosted basis,
for use by clients at their own in-house facilities, or on a co-sourced basis, in conjunction with its fully compatible, Web-enabled customer contact centers. These include: automatic call distribution (ACD), contact management, automated e-mail
management and processing, sales force and marketing automation, interactive voice response services, alert notification and Web self-help for the delivery of consistent, quality customer care in a multi-channel environment.



ICT was incorporated in the Commonwealth of Pennsylvania in 1987. The
Companys internet address is www.ictgroup.com. Quarterly reports on Form 10-Q, current reports on Form 8-K and Annual Reports on Form 10-K are available at no charge through the Companys website. Such reports are available as soon
as reasonably practical after they are filed with the SEC.



The Companys
growth strategy includes the following key elements:



| |  |  | Expanding our value-added services;
| | - |  | -----------------------------------

| |  |  | Increasing our international presence;
| | - |  | --------------------------------------

| |  |  | Continuing our focus on industry specialization;
| | - |  | ------------------------------------------------

| |  |  | Maintaining our commitment to improving our technologies;
| | - |  | ---------------------------------------------------------

| |  |  | Continuing our commitment to quality service; and
| | - |  | -------------------------------------------------

| |  |  | Pursuing complementary acquisitions
| | - |  | -----------------------------------



Critical Accounting Policies and Estimates



The Companys consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.



The Companys significant accounting policies are described in its audited consolidated financial statements for the year ended December 31, 2002,
which are included in its most recent Form 10-K filing. The Company believes that the following discussion addresses its critical accounting policies, which are those that are most important to the portrayal of its financial condition and results
and require managements most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates
made, the reported results could be materially affected.



The
Companys senior management has reviewed these critical accounting policies and estimates with the audit committee of the Companys board of directors.



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Revenue Recognition



The Company recognizes revenue as services are performed, generally based on hours of work incurred. Amounts collected from customers prior to the
performance of services are recorded as deferred revenue. Deferred revenue totaled approximately $228,000 and $312,000 as of June 30, 2003 and December 31, 2002, respectively, which are included in accrued expenses in the accompanying consolidated
balance sheets. Management believes that its revenue recognition policies are in accordance with Staff Accounting Bulletin No. 101. In November 2002, the Emerging Issues Task Force (EITF) finalized its consensus on EITF Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables, which provides guidance on the timing and method of revenue recognition for sales arrangements that include the delivery of more than one product or service. EITF Issue No. 00-21 is
effective for arrangements entered into in fiscal periods beginning after June 15, 2003. The Company has chosen to adopt EITF Issue No. 00-21 on a prospective basis, as provided for by the EITF. The Company has determined that the consensus is not
expected to have a material impact on the Companys consolidated financial statements.



Accounts Receivable



The Companys accounts receivable balances are net of an estimated allowance for uncollectible accounts. The Company continually monitors collections and payments from customers and maintains an allowance for uncollectible accounts
based upon its historical write-off experience and any specific customer collection issues that have been identified. Other items considered in estimating the Companys allowance for uncollectible accounts include the balance of its over 90-day
receivables, the financial status of its customers and general economic conditions. While the Company believes its reserve estimate to be appropriate, it may be necessary to adjust the allowance for doubtful accounts if future bad debt expense
exceeds the estimated reserve. The Company is subject to concentration risks as certain customers provide a high percentage of total revenue and corresponding receivables. Accounts receivable as of June 30, 2003 and December 31, 2002 were
approximately $46.4 million and $54.3 million, respectively, representing approximately 34% and 41% of total assets as of June 30, 2003 and December 31, 2002, respectively. Given the significance of accounts receivable to the Companys
consolidated financial statements, the determination of net realizable values is considered to be a critical accounting estimate.



Long-Lived Assets



The Company continually evaluates whether events or circumstances have occurred that would indicate that the remaining estimated useful life of long-lived
assets may warrant revision or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows over the
remaining life of the long-lived assets to measure recoverability. If impairment is indicated, measurement of the impairment will be based on the difference between the fair value and carrying value of the assets, generally determined based on the
present value of expected future cash flows associated with the use of the asset. Impairment charges totaling approximately $573,000 were recognized as part of the $8.9 million restructuring charges recorded in the year ended December 31, 2002. For
the six months ended June 30, 2003, additional impairment charges of $205,000 were recognized. Net property and equipment as of June 30, 2003 and December 31, 2002 totaled $48.8 million and $43.3 million, respectively, representing approximately 35%
and 33% of total assets, respectively. Additionally, goodwill and other intangible assets represented 2% of total assets as of June 30, 2003 and December 31, 2002.



Accounting for Income Taxes



As part of the process of preparing its consolidated financial statements the Company is required to estimate its income taxes in each of the
jurisdictions in which it operates. This process involves estimating the Companys actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation of property and
equipment, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Companys consolidated balance sheets. The Company must then assess the likelihood that deferred tax
assets will be recovered from future



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taxable income. The Company has recorded no valuation reserves for deferred tax assets as of June 30, 2003. Although
realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized. The amount of the deferred tax asset considered realizable, however, could be reduced in the near-term if estimates of
future taxable income are reduced. On a quarterly basis, management evaluates and assesses the realizability of deferred tax assets and adjusts valuation allowances if required.



Restructuring Charges



The Company recorded a restructuring charge in December 2002 totaling $8.9 million pre-tax. This charge consisted of severance, site closure costs and
asset impairments. As of June 30, 2003, the Company had a remaining accrual of $5.7 million on its consolidated balance sheet for the amount of estimated costs required to terminate the leases and close the identified facilities. Certain estimates
were made in determining the amount of the charge for site closure costs and asset impairments. Given current market conditions and the inability to find suitable tenants, the Company has assumed that no sublease income will be available to offset
future rent payments due. The amount of the charge could change over time if a suitable tenant is identified or to the extent the Company is able to negotiate early lease terminations. On a quarterly basis, management will continue to evaluate and
assess the appropriateness of the accrual and will be adjusting it as necessary. During the quarter ended June 30, 2003, the Company negotiated lease termination settlements for certain facilities that were part of the December 2002 restructuring.
The settlement amounts were below the Companys original estimate of lease obligations and facility exit costs. Therefore the Company reversed $582,000 of the restructuring accrual in order to appropriately reflect the settlement amounts.
During the implementation of the restructuring plan in the six months ended June 30, 2003, the Company identified additional assets for which management currently has no plan to utilize in other facilities. The Company has classified these as assets
held for disposal and has written them down to fair value, resulting in an impairment charge of $205,000. The $582,000 adjustment and the $205,000 asset impairment have been recorded in the restructuring charge line in the accompanying consolidated
statements of operations.



Accounting for Contingencies



In the ordinary course of business, the Company has entered into various
contractual relationships with strategic corporate partners, customers, suppliers, vendors and other parties. As such, the Company could be subject to litigation, claims or assessments arising from any or all of these relationships, or from its
relationships with its employees. The Company accounts for contingencies such as these in accordance with Statement of Financial Accounting Standards (SFAS) No. 5, Accounting for Contingencies. SFAS No. 5 requires the Company to record
an estimated loss contingency when information available prior to issuance of the Companys consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the
financial statements and the amount of the loss can be reasonably estimated. SFAS No. 5 further states that when there is a range of loss and no amount within that range is a better estimate than any other, that the minimum amount in the range shall
be accrued. Accounting for contingencies arising from contractual or legal proceedings requires Company management to use its best judgment when estimating an accrual related to such contingencies. As additional information becomes known, the
Companys accrual for a loss contingency could fluctuate, thereby creating variability in the Companys results of operations from period to period. Likewise, an actual loss arising from a loss contingency which significantly exceeds the
amount accrued for in the Companys consolidated financial statements could have a material adverse impact on the Companys operating results for the period in which such actual loss becomes known. As of June 30, 2003, the Company has
accrued $7.9 million of costs related to the Shingleton litigation (see Note 7). In calculating the amount of the loss contingency related to the matter, the Company has used certain assumptions to calculate the amount of the liquidated damages.
These assumptions, principally the number of affected employees and the average daily wage, differ from those used by the plaintiffs. To the extent that the actual loss exceeds the estimate calculated on the basis of the Companys assumptions
and recorded from time to time on the Companys consolidated balance sheet, the amount of the loss contingency could be materially higher.



RESULTS OF OPERATIONS



Three Months Ended June 30, 2003 and 2002:



Revenue.Revenue decreased 6% to $70.5 million for the three months ended June 30, 2003 from $74.9 million for the three months ended June 30, 2002, largely driven by a 41% reduction in
Domestic outbound telemarketing sales. Revenue from the Domestic CRM segment decreased 11% to $53.4 million from $59.7 million in the prior year period and accounted for 76% of the Companys revenue versus 80% in the prior year. The decline



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in Domestic CRM revenue was largely due to a slowdown in outbound telemarketing activity resulting from the impact of the
economy and recently enacted legislation. International CRM revenue grew 13% to $17.1 million from $15.2 million in the prior year and accounted for 24% of the Companys revenue versus 20% in the prior year. The increase in International CRM
revenue was primarily due to the effects of foreign currency exchange rates. Total CRM services revenue increased by 21% in the second quarter of 2003 versus the same period in the prior year and partially offset a 28% decline in total CRM sales
revenue. One customer, AOL accounted for 10% of the Companys revenue in the second quarter of 2003. Two customers, Capital One and AOL, accounted for 13% and 10%, respectively, of the Companys revenue in the second quarter of 2002.



Cost of Services.Cost of
services, which consist primarily of direct labor and telecommunications costs, increased 4% to $44.0 million for the three months ended June 30, 2003 from $42.4 million in the three months ended June 30, 2002. This increase was primarily the result
of an increase in labor cost per production hour. The increase in wage rates is generally attributable to foreign currency exchange rates, training costs associated with the ramp-up of new programs, and a shift in the Companys business mix to
include a greater proportion of CRM services revenue, which typically have a higher labor rate per hour. As a percentage of revenue, cost of services increased to 62% for the three months ended June 30, 2003 from 57% for the three months ended June
30, 2002. As additional near-shore and offshore facilities are opened, management expects consolidated wage rates to decline.



Selling, General and Administrative Expenses.Selling, general and administrative expenses increased 5% to $28.8 million for
the three months ended June 30, 2003 from $27.5 million for the three months ended June 30, 2002 as a result of increased workstation capacity and additional staff costs added to support business growth in our International CRM segment. As a
percentage of revenue, selling, general and administrative expenses were 41% for the three months ended June 30, 2003 compared to 37% for the three months ended June 30, 2002. This percentage increase is primarily due to economic conditions, which
caused the Company to maintain certain levels of fixed costs, which were not offset by increases in the Companys revenue.



Litigation Costs.For the three months ended June 30, 2003, the Company incurred approximately $326,000 of costs associated
with litigation defense. The Company also reversed $5.0 million of its $12.9 million litigation accrual. The previous accrual as of March 31, 2003 represented the Companys best estimate for liquidated damages and interest associated with the
employment class action lawsuit and was based on an April 16, 2003 ruling by the Circuit Court of Berkley County, West Virginia (the Court) granting the plaintiffs motion for summary judgment on the method of calculation of liquidated damages
under the West Virginia Wage Payment and Collection Act (the Act). This decision for the reversal was based principally on a recent ruling of the United States Supreme Court that the United States Constitution limited an award of punitive damages
relative to the compensatory damages awarded in the same matter. Subsequent to its initial decision, in two other cases before it, the Supreme Court directed the trial courts in those cases to reconsider their previous rulings in light of this
decision. In older cases, the Supreme Court found that liquidated damages imposed for violations of law are subject to limitations similar to those applicable to punitive damage awards. In view of these Supreme Court cases, the Company determined
that the loss contingency currently required in accordance with SFAS No. 5 was $7.9 million.



Restructuring Charge.During three months ended June 30, 2003, the Company negotiated lease termination settlements for certain facilities that were part of the December 2002
restructuring. The settlement amounts were below the Companys original estimate of lease obligations and facility exit costs. Therefore the Company reversed $582,000 of the restructuring accrual in order to appropriately reflect the settlement
amounts. The settlement amounts were paid in July 2003. During the implementation of the restructuring plan in the three months ended June 30, 2003, the Company identified additional assets for which management currently has no plan to utilize in
other facilities. The Company has classified these as assets held for disposal and has written them down to fair value, resulting in an impairment charge of $205,000.



Interest Expense, net.Interest expense, net of interest income, was $257,000 for the three
months ended June 30, 2003 compared to $254,000 for the three months ended June 30, 2002 and reflects the interest expense related to borrowings against the Companys line of credit for capital expansion, partially offset by investment income.
The increase in net interest expense is the result of increased average daily outstanding balances on line of credit borrowings during the second quarter of 2003 compared to the second quarter of 2002, partially offset by lower average interest
rates on those borrowings, and lower investment income due to lower average interest rates on invested cash in the second quarter of 2003 compared to the same period in 2002.



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Income Tax Provision.Provision for income taxes decreased from $1.5
million in the second quarter of 2002 to $1.0 million for the second quarter of 2003. For the second quarter of 2003, the effective tax rate was approximately 39% compared to approximately 32% in the second quarter of 2002. The effective tax rate
for the second quarter of 2003 was affected by the reversal of a portion of the litigation charge during the quarter. The Company expects that its effective tax rate will be approximately 33% for the remaining quarters of 2003.



Six Months Ended June 30, 2003 and 2002:



Revenue.Revenue was $147.1 million for the
six months ended June 30, 2003 and $147.2 million for the six months ended June 30, 2002. Revenue was affected by a decrease in Domestic outbound telemarketing sales. Revenue from the Domestic CRM segment decreased 6% to $111.3 million from $118.9
million in the prior year and accounted for 76% of the Companys revenue versus 81% in the prior year. The decline in Domestic CRM revenue was largely due to a slowdown in outbound telemarketing activity resulting from the impact of the economy
and to recently enacted legislation. International CRM revenue grew 27% to $35.9 million from $28.2 million in the prior year and accounted for 24% of the Companys revenue versus 19% in the prior year. The increase in International CRM revenue
was primarily due to an increase in CRM sales activity and the effects of foreign currency exchange rates. Total CRM services revenue increased by 25% in the first six months of 2003 versus the same period in the prior year which offset a 20%
decline in total CRM sales revenue. One customer, AOL accounted for 10% of the Companys revenue in the first six months of 2003. Three customers, Capital One, Aegon, and AOL accounted for 13%, 11%, and 10%, respectively, of the Companys
revenue in the first six months of 2002.



Cost of
Services.Cost of services, which consist primarily of direct labor and telecommunications costs, increased 6% to $88.7 million for the six months ended June 30, 2003 from $83.9 million in the six months ended June 30,
2002. This increase was primarily the result of an increase in labor cost per production hour. The increase in wage rates is generally attributable to foreign currency exchange rates, training costs associated with the ramp-up of new programs, and a
shift in the Companys business mix to include a greater proportion of CRM services revenue, which typically have a higher labor rate per hour. As a percentage of revenue, cost of services increased to 60% for the six months ended June 30, 2003
from 57% for the six months ended June 30, 2002. As additional near-shore and offshore facilities are opened, management expects consolidated wage rates to decline.



Selling, General and Administrative Expenses.Selling, general and administrative expenses
increased 7% to $57.0 million for the six months ended June 30, 2003 from $53.3 million for the six months ended June 30, 2002 as a result of increased workstation capacity and additional staff costs added to support business growth in our
International CRM segment. As a percentage of revenue, selling, general and administrative expenses were 39% for the six months ended June 30, 2003 compared to 36% for the six months ended June 30, 2002. This percentage increase is primarily due to
economic conditions, which caused the Company to maintain certain levels of fixed costs, which were not offset by increases in the Companys revenue.



Litigation Costs.Litigation costs totaled $7.0 million for the six months ended June 30, 2003 and includes approximately
$526,000 of costs associated with litigation defense. On April 16, 2003, the Circuit Court of Berkley County, West Virginia (the Court) entered an order in the ongoing class action lawsuit granting the plaintiffs motion for summary judgment on
the method of calculation of liquidated damages under the West Virginia Wage Payment and Collection Act (the Act). The Court ruled that, under the Act, every class member who was not paid transition time, short breaks or other wages is owed
liquidated damages equal to a days wages for every day the amounts due remained unpaid up to 30 days. There are recent Supreme Court rulings, however, which limit an award of punitive damages relative to the compensatory damages awarded in the
same matter. In older cases, the Supreme Court found that liquidated damages imposed for violations of law are subject to limitations similar to those applicable to punitive damage awards. Accordingly, as a result of the April 16, 2003 Court order
and taking into consideration the subsequent Supreme Court rulings, the Company recorded a charge of $6.5 million for the six months ended June 30, 2003. The $6.5 million reflects an $11.5 million charge recorded during the three months ended March
31, 2003 based on the April 16, 2003 ruling by the Court partially offset by a $5.0 million reversal during the three months ended June 30, 2003 reflecting certain new Supreme Court rulings.



Restructuring Charge.During the six months
ended June 30, 2003, the Company negotiated lease termination settlements

for certain facilities that were part of the December 2002 restructuring. The
settlement



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amounts were below the Companys original estimate of lease obligations and facility exit costs. Therefore the
Company reversed $582,000 of the restructuring accrual in order to appropriately reflect the settlement amounts. The settlement amounts were paid in July 2003. During the implementation of the restructuring plan in the six months ended June 30,
2003, the Company identified additional assets for which management currently has no plan to utilize in other facilities. The Company has classified these as assets held for disposal and has written them down to fair value, resulting in an
impairment charge of $205,000.



Interest Expense,
net.Interest expense, net of interest income, was $457,000 for the six months ended June 30, 2003 compared to $403,000 for the six months ended June 30, 2002 and reflects the interest expense related to borrowings against
the Companys line of credit for capital expansion partially offset by investment income. The increase in net interest expense is the result of increased average daily outstanding balances on line of credit borrowings during the first six
months of 2003 compared to the first six months of 2002, partially offset by lower average interest rates on those borrowings, and lower investment income due to lower average interest rates on invested cash in the first six months of 2003 compared
to the same period in 2002.



Income Tax Provision
(Benefit).Provision for income taxes decreased from a provision of $3.0 million in the first six months of 2002 to a benefit of $2.1 million for the first six months of 2003. For the first six months of 2003, the
effective tax rate was approximately 36% compared to approximately 32% in the first quarter of 2002. The effective tax rate for the first six months of 2003 was impacted by the litigation charge recorded during the first six months of 2003. The
Company expects that its effective tax rate will be approximately 33% for the remaining quarters of 2003.



Quarterly Results and Seasonality



The Company has experienced and expects to continue to experience significant quarterly variations in operating results, principally as a result of the timing of client programs, the commencement and expiration
of contracts, the timing and amount of new business generated by the Company, the Companys revenue mix, the timing of additional selling, general and administrative expenses to support the growth and development of existing and new business
units, competitive industry conditions and litigation costs.



Historically, the Companys business tended to be strongest in the fourth quarter due to the high level of client sales activity prior to the holiday season. Most recently, the Company has experienced quarterly fluctuations in its
business as a result of many factors, such as the timing of the demand for the particular services the Company offers in the specific geographic areas the Company services, as well as the increasing portion of the Companys business coming from
CRM services which generally have less seasonality than CRM sales programs.



Liquidity and Capital Resources



Cash provided
by operating activities was $10.6 million for the six months ended June 30, 2003 compared to $11.7 million for the six months ended June 30, 2002. The decrease is primarily due to a $9.9 million decrease in net income, partially offset by an $8.4
million improvement in working capital. The improvement in working capital is driven primarily by a significant improvement of $14.4 million in accounts receivable due to improved cash collections partially offset by increases in prepaid expenses
and decreases in accounts payable and accrued expenses.



Cash
used in investing activities for capital expenditures was $12.1 million for the six months ended June 30, 2003 compared to $21.5 million for the first six months of 2002. Current year capital expenditures were primarily to expand capacity in
Australia, add offshore capacity in the Philippines and add capacity for an existing client program in the United States. Capital expenditures in the prior year included infrastructure improvements and the addition of 812 workstations. There was a
net decrease in workstation capacity during the first six months of 2003 as the Company closed ten contact centers as part of the restructuring announced in the fourth quarter of 2002. The Company operated 7,892 workstations at June 30, 2003
compared to 7,406 workstations at June 30, 2002.



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Cash provided by financing activities was $4.5 million for the six months ended June 30, 2003 compared to
$9.3 million for the comparable 2002 period. The Company borrowed $4.5 million under its line of credit during the first six months of 2003 to help finance capital expenditures. In the first six months of 2002, the Company borrowed $9.0 million
under its line of credit to help finance capital expenditures.



The Companys operations will continue to require significant capital expenditures. Historically, equipment purchases have been financed through cash generated from operations, the Companys line of credit, the ability to acquire
equipment through operating leases, and through capitalized lease obligations with various equipment vendors and lending institutions. At June 30, 2003, the Company had $19.0 of cash and cash equivalents along with $57.5 million available under the
Companys line of credit. The Company had $27.5 million of outstanding borrowings under the line of credit at June 30, 2003. On May 2, 2003, the Credit Facility was amended to modify certain of the financial covenants. The Company is in
compliance with the covenants under the amended Credit Facility as of June 30, 2003. The Company believes that cash on hand, together with cash flow generated from operations, the ability to acquire equipment through operating leases, and funds
available under the credit facility will be sufficient to finance its current operations and planned capital expenditures for at least the next twelve months.



The Company has an effective shelf registration statement filed with the Securities and Exchange Commission to register 3,000,000 shares of common
stock, including 1,000,000 shares by selling shareholders, plus an allowance for over allotments, to be sold in the future. The Company currently has no plans to pursue a follow-on underwritten public offering of its common stock.



FORWARD LOOKING STATEMENTS



This document contains certain forward-looking statements that are subject
to risks and uncertainties. Forward-looking statements include statements relating to the appropriateness of the Companys reserves for contingencies, the realizability of the Companys deferred tax assets, the Companys ability to
finance its operations and capital requirements at least for the next twelve months, certain information relating to outsourcing trends as well as other trends in the CRM services industry and the overall domestic economy, the Companys
business strategy including the markets in which it operates, the services it provides, its ability to attract new clients and the customers it targets, the benefits of certain technologies the Company has acquired or plans to acquire and the
investment it plans to make in technology, the Companys plans regarding international expansion, the implementation of quality standards, the seasonality of the Companys business, variations in operating results and liquidity, as well as
information contained elsewhere in this document where statements are preceded by, followed by or include the words will, should, believes, plans, intends, expects,
anticipates or similar expressions. For such statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking
statements in this document are subject to risks and uncertainties that could cause the assumptions underlying such forward-looking statements and the actual results to differ materially from those expressed in or implied by the statements.



Some factors that could prevent the Company from achieving its
goalsand cause the assumptions underlying the forward-looking statements and the Companys actual results to differ materially from those expressed in or implied by those forward-looking statementsinclude, but are not limited to,
the following: (i) equity market conditions; (ii) the competitive nature of the CRM services industry and the ability of the Company to continue to distinguish its services from other CRM service companies and other marketing activities on the basis
of quality, effectiveness, reliability and value; (iii) economic conditions which could alter the desire of businesses to outsource certain sales and service functions and the ability of the Company to obtain additional contracts to manage
outsourced sales and service functions; (iv) the ability of the Company to offer value-added services to businesses in its targeted industries and the ability of the Company to benefit from its industry specialization strategy; (v) risks associated
with investments and operations in foreign countries including, but not limited to, those related to relevant local economic conditions, exchange rate fluctuations, relevant local regulatory requirements, political factors, generally higher
telecommunications costs, barriers to the repatriation of earnings and potentially adverse tax consequences; (vi) technology risks, including the ability of the Company to select or develop new and enhanced technology on a timely basis, anticipate
and respond to technological shifts and implement new technology to remain



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competitive; (vii) the results of the Companys operations which depend on numerous factors including, but not
limited to, the timing of clients teleservices campaigns, the commencement and expiration of contracts, the timing and amount of new business generated by the Company, the Companys revenue mix, the timing of additional selling, general
and administrative expenses and the general competitive conditions in the CRM services industry and the overall economy; (viii) terrorist attacks and their aftermath; (ix) the outbreak of war; (x) the Companys capital and financing needs and
(xi) the cost to defend or settle litigation against the Company or judgments, orders, rulings and other developments in litigation against the Company.



Item 3.    
Quantitative and Qualitative Disclosures About Market Risk



Interest Rate Risk



The Companys exposure to
market risk for changes in interest rates relates primarily to its variable rate line of credit. Borrowings under the line of credit are subject to variable LIBOR or prime base rate pricing. As of June 30, 2003, the Company had $27.5 million
outstanding under its line of credit. The Company does not currently use derivative instruments to mitigate changes in the variable interest rates such as interest rate swaps or interest rate lock agreements. However, the Company may consider these
instruments to manage the impact of changes in interest rates based on managements assessment of future interest rates, volatility of the yield curve and the Companys ability to access the capital markets in a timely manner.



Foreign Currency Risk



The Company has operations in Canada, Ireland, the United Kingdom, Australia, Barbados, Mexico and the Philippines that are
subject to foreign currency fluctuations. As currency rates change, translation of income statements of these operations from local currencies to U.S. dollars affects year-to-year comparability of operating results. The Companys foreign
operations comprised approximately 22% of the Companys consolidated revenue for the six-months ended June 30, 2003. Additionally 29% of Domestic CRM revenue was produced through the Companys international facilities.



During the second quarter, the Company commenced a foreign currency hedging
strategy to mitigate currency risk associated with the Canadian dollar (CAD). The Company is hedging a portion of anticipated operating costs and payables. Currently, the Companys hedge strategy is targeted at mitigating the cash flow impact
caused by the strengthening CAD, however management will continue to monitor foreign currency risk in the various countries in which the Company has operations and evaluate whether additional hedging arrangements are appropriate. As of June 30,
2003, the Company has entered into a series of non-deliverable average-rate range forward contracts. The underlying currency for each of these derivatives is the CAD, with a notional amount of 2,700,000 CAD. The Company has entered into six
derivatives, one for each of the next six months from July 2003 through December 2003. Each contract expires on the last business day of each month and settles on the first business day of the following month.



Item 4.    
Controls and Procedures



|(a) |  | Evaluation of Disclosure Controls and Procedures
|--- |  | ------------------------------------------------



The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness the
Companys disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the
end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



|(b) |  | Change in Internal Control over Financial Reporting.
|--- |  | ----------------------------------------------------



No change in the Companys internal control over financial reporting occurred during the Companys most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II.    OTHER INFORMATION



Item 1.    
Legal Proceedings



From time to
time, the Company is involved in litigation incidental to its business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Management believes that
the Company has defenses in the case set forth below in which it is named as a defendant and is vigorously contesting this matter. An unfavorable resolution of the following lawsuit could adversely affect its business, results of operations, or
financial condition.



In 1998, William Shingleton filed a class
action lawsuit against the Company in the Circuit Court of Berkley County, West Virginia alleging that the Company had violated the West Virginia Wage Payment and Collection Act for failure to pay promised signing and incentive bonuses and wage
increases, failure to compensate employees for short breaks or transition periods and improper deductions for the cost of purchasing telephone headsets. The complaint also included a count for fraud, alleging that the failure to pay for
short break and transition time violated specific representations made by the Company to its employees. The Company filed a response denying liability. In 2001, the Court granted the plaintiffs motion to expand the class to include all current
and former hourly employees at all four of the Companys West Virginia facilities and to add twelve current and former executives of the Company as defendants. The plaintiffs then asserted a new allegation that, in addition to not paying
employees for breaks and transition time, the Company failed to pay employees for production hours worked. The Court has entered two separate orders granting partial summary judgment against the Company and, in the case of one of the
orders, against three of the individual defendants, finding that employees were not paid for all hours attributable to short breaks and idle time of less than 30 minutes in duration.



In addition to compensatory claims for unpaid wages, the plaintiffs are seeking liquidated damages under the Act and
punitive damages for allegedly fraudulent conduct on the part of the Company and the individual defendants. The method of calculating liquidated damages under the Act is one of the matters in dispute between the parties, and there is a significant
difference in the amount of potential liquidated damages using the methods the plaintiffs and the Company contend apply. The potential amount of the liquidated damages is affected by such things as the hours a person worked per day, the hourly rate
of pay and the number of class members included in the calculation. On April 16, 2003, the Court entered an order granting the plaintiffs motion for summary judgment on the method of calculation of liquidated damages under the Act. The Court
ruled that, under the Act, every class member who was not paid transition time, short breaks or other wages is owed liquidated damages equal to a days wages for every day the amounts due remain unpaid up to 30 days.



On October 11, 2002, the plaintiffs filed a Motion For Sanctions requesting
the Court to find certain evidentiary presumptions and to order the defendants to obtain a surety bond in the initial amount of approximately $11.3 million, reflecting the plaintiffs contention of the amount of compensatory and liquidated
damages due. The plaintiffs subsequently amended their request that the Company post a surety bond by asking the Court to increase the amount of the bond to approximately $21.0 million, alleging that the number of class members had increased and,
therefore, the potential amount of compensatory and liquidated damages also had increased. On March 28, 2003, the Court entered an order denying the plaintiffs motion that the Company be required to post such bond.



As of December 31, 2002, the Company had accrued $1.35 million related to the
Shingleton litigation. As a result of the April 16, 2003 Court order regarding the method of calculating liquidated damages, the Company increased its estimate of this loss contingency and increased its accrual as of March 31, 2003 to $12.85
million.



As required by SFAS No. 5 Accounting for
Contingencies, the Company re-evaluated its position with respect to this litigation as of June 30, 2003 and has reduced its accrual. This decision was based principally on a recent ruling of the United States Supreme Court that the United
States Constitution limited an award of punitive damages relative to the compensatory damages awarded



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in the same matter. Subsequent to its initial decision, in two other cases before it, the Supreme Court directed the
trial courts in those cases to reconsider their previous rulings in light of this decision. In older cases, the Supreme Court found that liquidated damages imposed for violations of law are subject to limitations similar to those applicable to
punitive damage awards. In view of these Supreme Court cases, the Company determined that the loss contingency previously recorded for the ongoing class action litigation exceeded the accrual required in accordance with SFAS No. 5. In applying the
recent Supreme Court cases to managements current estimate of the accrual required by SFAS No. 5, the Company determined that the accrual required for the litigation contingency is lower than the loss contingency recorded as of March 31, 2003.
As a result, the Company reduced the accrual for this litigation from $12.85 million to $7.85 million during the quarter ended June 30, 2003.



The Company intends to continue its vigorous defense of this action and, at the appropriate time, seek an appeal of the Courts April 16, 2003 order
on the issue of the method of calculating liquidated damages. As a result, the Company will continue to incur additional litigation defense costs, which are expensed as incurred, net of responsive insurance coverage. The Company also is vigorously
defending the other disputed issues in the suit, including the allegations of fraud. The Company believes it has meritorious arguments that, if successful on appeal (if an appeal is granted), would significantly reduce the amount of any liquidated
damages and that it has meritorious defenses to the fraud allegations. If, however, the plaintiffs method of calculating liquidated damages is upheld, or if there is a finding that the Company is liable for punitive damages as a result of
engaging in fraudulent conduct, the Company could incur a loss which significantly exceeds the $7.85 million accrual that the Company has recorded in its consolidated financial statements as of June 30, 2003 and could have a material adverse impact
on the Companys financial position and on its operating results for the period in which such actual loss becomes known. In the event the Company was to agree to an out-of-court settlement of this matter for an amount in excess of the amount
the Company then has accrued in its consolidated financial statements, the Company would take a charge to its operating results for the period in which such settlement occurs. The Company is unable at this time to determine whether such settlement
will occur and the amount of any such potential settlement. At a status conference held on January 27, 2003, the Court vacated its prior scheduling order and did not set a new schedule. As a result, there is no discovery deadline and no trial date
has been set.



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



The Companys 2003 Annual Meeting of Shareholders was held on May 20, 2003. At the meeting, the following items were submitted to a vote of shareholders.



| | (a) |  | The following nominees were elected to serve on the Board of Directors:
| | --- |  | -----------------------------------------------------------------------



| |  | Name of Nominee |  | Votes Cast For |  | Votes Withheld |  |  |  | 
| |  | --------------- |  | -------------- |  | -------------- |  |  |  | 
| |  | John J. Brennan |  | 10,761,163     |  | 636,952        |  |  |  | 
| |  | John A. Stoops  |  | 10,761,163     |  | 636,952        |  |  |  | 



Bernard Somers and
Seth J. Lehr are directors continuing in office with their terms expiring in 2004. Donald P. Brennan is a director continuing in office with his term expiring in 2005.



| | (b) |  | A proposal to amend the Companys 1996 Equity Compensation Plan to increase the number of shares reserved for issuance thereunder from 1,620,000 to 2,220,000 was approved with
9,909,628 votes for, 429,288 votes against and 6,995 abstentions.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | A proposal to amend the Companys 1996 Non-Employee Directors Plan to increase the number of shares reserved for issuance thereunder from 100,000 to 250,000 was approved with
9,979,884 votes for, 309,407 votes against and 56,620 abstentions.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) |  | The appointment of KPMG LLP as independent public accountants of the Company for the fiscal year ending December 31, 2003 was ratified with 10,707,997 votes for, 686,523 votes
against and 3,595 abstentions.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Item 6.    
Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------



|31.1  |  | Chief Executive Officer Certification for Sarbanes-Oxley Section 302                                                                                                                  
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|31.2  |  | Chief Financial Official Certification for Sarbanes-Oxley Section 302                                                                                                                 
|       | 
|32.1  |  | Chief Executive Officer Certification for Sarbanes-Oxley Section 906 (furnished pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the
Exchange Act))
|       | 
|32.2  |  | Chief Financial Official Certification for Sarbanes-Oxley Section 906 (furnished pursuant to Rule 13a-14(b) under the Exchange Act)                                                   



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



The Company filed a Report on Form 8-K, dated April 23, 2003, with the Securities and Exchange Commission to disclose the entry of two court orders in
pending class action litigation.



The Company furnished a
Report on Form 8-K, dated April 24, 2003, with the Securities and Exchange Commission to disclose its first quarter results.



The Company filed a Report on Form 8-K, dated May 5, 2003, with the Securities and Exchange Commission to disclose an amendment to its credit facility.



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, hereunto duly authorized.



|                      |  |  |  | ICT GROUP, INC.
|--------------------- |  |  |  | ---------------
|                      |  |  | 
|Date: August 12, 2003 |  |  |  | By:            
|                      |  |  |  |                



|                      |  |  |  |    
|--------------------- |  |  |  | ---
|                      |  |  | 
|Date: August 12, 2003 |  |  |  | By:
|                      |  |  |  |    



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