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United StatesSecurities and Exchange Commission

Washington, D.C. 20549

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FORM
10-Q

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| | 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
| |  | --------------------------------------------

| | o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - | ----------------------------------------------------------------------------------------

| |  | For the Period from: ____________ to ____________
| |  | -------------------------------------------------

Commission file number 0-22554

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OPINION RESEARCH CORPORATION

(Exact
name of registrant as specified in its charter)

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| | Delaware(State of incorporation) |  | 22-3118960(I.R.S. EmployerIdentification No.) | 
| | -------------------------------- |  | --------------------------------------------- | 

| | 600 College Road East, Suite #4100Princeton, NJ(Address of principal executive offices) |  | 08540(Zip Code) | 
| | --------------------------------------------------------------------------------------- |  | --------------- | 

609-452-5400(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 periods 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 o

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

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

Common Stock, $0.01 Par Value  6,070,835 shares as of June 30, 2003

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##### Table of Contents



INDEX

Opinion Research Corporation and
Subsidiaries



|PartI.  |  | Financial Information | 
|------- |  | --------------------- | 
|        |  |                       | 
|        |  | Item 1.               | 
|        |  |                       | 
|        |  |                       | 
|        |  |                       | 
|        |  |                       | 
|        |  |                       | 
|        |  |                       | 
|        |  |                       | 
|        |  |                       | 
|        |  |                       | 
|        |  | Item 2.               | 
|        |  |                       | 
|        |  | Item 3.               | 
|        |  |                       | 
|        |  | Item 4.               | 
|        |  |                       | 
|PartII. |  | Other Information     | 
|        |  |                       | 
|        |  | Item 1.               | 
|        |  |                       | 
|        |  | Item 2.               | 
|        |  |                       | 
|        |  | Item 3.               | 
|        |  |                       | 
|        |  | Item 4.               | 
|        |  |                       | 
|        |  | Item 5.               | 
|        |  |                       | 
|        |  | Item 6.               | 

|Signature | 19
|--------- | --



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##### Table of Contents

PART I.FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)

OPINION RESEARCH CORPORATION AND SUBSIDIARIESConsolidated Balance Sheets(in thousands, except share amounts)(Unaudited)



|                                                                                                                                                                                     |  | June30,2003 |         | December31,2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------- | ------- | --------------- | -
|                                                                                                                                                                                     |  |             |         |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|Assets                                                                                                                                                                               |  |             |         |                 |  
|Current Assets:                                                                                                                                                                      |  |             |         |                 |  
|Cash and cash equivalents                                                                                                                                                            |  | $           | 1,182   |                 | $
|Accounts receivable:                                                                                                                                                                 |  |             |         |                 |  
|Billed                                                                                                                                                                               |  |             | 23,532  |                 |  
|Unbilled services                                                                                                                                                                    |  |             | 12,457  |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|                                                                                                                                                                                     |  |             | 35,989  |                 |  
|Less: allowance for doubtful accounts                                                                                                                                                |  |             | 351     |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|                                                                                                                                                                                     |  |             | 35,638  |                 |  
|Prepaid and other current assets                                                                                                                                                     |  |             | 3,087   |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|Total current assets                                                                                                                                                                 |  |             | 39,907  |                 |  
|Property and equipment, net                                                                                                                                                          |  |             | 8,631   |                 |  
|Intangibles, net                                                                                                                                                                     |  |             | 959     |                 |  
|Goodwill                                                                                                                                                                             |  |             | 48,659  |                 |  
|Other assets                                                                                                                                                                         |  |             | 3,597   |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|                                                                                                                                                                                     |  | $           | 101,753 |                 | $
|                                                                                                                                                                                     |  |             |         |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|Liabilities and Stockholders Equity                                                                                                                                                 |  |             |         |                 |  
|Current Liabilities:                                                                                                                                                                 |  |             |         |                 |  
|Accounts payable                                                                                                                                                                     |  | $           | 5,573   |                 | $
|Accrued expenses                                                                                                                                                                     |  |             | 10,795  |                 |  
|Deferred revenues                                                                                                                                                                    |  |             | 1,283   |                 |  
|Short-term borrowings                                                                                                                                                                |  |             | 30,700  |                 |  
|Other current liabilities                                                                                                                                                            |  |             | 1,106   |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|Total current liabilities                                                                                                                                                            |  |             | 49,457  |                 |  
|Long-term debt                                                                                                                                                                       |  |             | 14,422  |                 |  
|Other liabilities                                                                                                                                                                    |  |             | 1,013   |                 |  
|Redeemable Equity:                                                                                                                                                                   |  |             |         |                 |  
|Preferred stock:                                                                                                                                                                     |  |             |         |                 |  
|Series B - 10 shares designated, issued and outstanding, liquidation value of $10 per share                                                                                          |  |             |        |                 |  
|Series C - 588,229 shares designated, none issued or outstanding                                                                                                                     |  |             |        |                 |  
|Common stock, 1,176,458 shares issued and outstanding                                                                                                                                |  |             | 8,900   |                 |  
|Stockholders Equity:                                                                                                                                                                |  |             |         |                 |  
|Preferred stock, $.01 par value, 1,000,000 shares authorized:                                                                                                                        |  |             |         |                 |  
|Series A - 10,000 shares designated, none issued or outstanding                                                                                                                      |  |             |        |                 |  
|Common stock, $.01 par value, 20,000,000 shares authorized, 4,943,199 shares issued and 4,894,377 outstanding in 2003, and 4,879,813 shares issued and 4,830,991
outstanding in 2002 |  |             | 49      |                 |  
|Additional paid-in capital                                                                                                                                                           |  |             | 19,541  |                 |  
|Retained earnings                                                                                                                                                                    |  |             | 8,591   |                 |  
|Treasury stock, at cost, 48,822 shares in 2003 and 2002                                                                                                                              |  |             | (261    | )               |  
|Accumulated other comprehensive gain (loss)                                                                                                                                          |  |             | 41      |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|Total stockholders equity                                                                                                                                                           |  |             | 27,961  |                 |  
|                                                                                                                                                                                     |  |             |         |                 |  
|                                                                                                                                                                                     |  | $           | 101,753 |                 | $
|                                                                                                                                                                                     |  |             |         |                 |  

See notes to financial statements





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OPINION RESEARCH CORPORATION AND SUBSIDIARIESConsolidated Statements of Income(in thousands, except share and per share amounts)(Unaudited)



|                                                                                    |  | ThreeMonthsEndedJune30, |           | SixMonthsEndedJune30, |  
|----------------------------------------------------------------------------------- |  | ----------------------- | --------- | --------------------- | -
|                                                                                    |  |                         |           |                       |  
|                                                                                    |  | 2003                    |           | 2002                  |  
|                                                                                    |  |                         |           |                       |  
|Revenues                                                                            |  | $                       | 45,481    |                       | $
|Cost of revenues (exclusive of depreciation)                                        |  |                         | 31,946    |                       |  
|                                                                                    |  |                         |           |                       |  
|Gross profit                                                                        |  |                         | 13,535    |                       |  
|Selling, general and administrative expenses                                        |  |                         | 9,676     |                       |  
|Depreciation and amortization                                                       |  |                         | 1,008     |                       |  
|                                                                                    |  |                         |           |                       |  
|Operating income                                                                    |  |                         | 2,851     |                       |  
|Interest and other non-operating expenses, net                                      |  |                         | 1,138     |                       |  
|                                                                                    |  |                         |           |                       |  
|Income before provision for income taxes and cumulative effect of accounting change |  |                         | 1,713     |                       |  
|Provision for income taxes                                                          |  |                         | 793       |                       |  
|                                                                                    |  |                         |           |                       |  
|Income before cumulative effect of accounting change                                |  |                         | 920       |                       |  
|Cumulative effect of accounting change, net of tax benefit of $0                    |  |                         |          |                       |  
|                                                                                    |  |                         |           |                       |  
|Net income                                                                          |  | $                       | 920       |                       | $
|                                                                                    |  |                         |           |                       |  
|Basic earnings per share:                                                           |  |                         |           |                       |  
|Income before cumulative effect of accounting change                                |  | $                       | 0.15      |                       | $
|Cumulative effect of accounting change                                              |  |                         |          |                       |  
|                                                                                    |  |                         |           |                       |  
|Net income                                                                          |  | $                       | 0.15      |                       | $
|                                                                                    |  |                         |           |                       |  
|Diluted earnings per share:                                                         |  |                         |           |                       |  
|Income before cumulative effect of accounting change                                |  | $                       | 0.15      |                       | $
|Cumulative effect of accounting change                                              |  |                         |          |                       |  
|                                                                                    |  |                         |           |                       |  
|Net income                                                                          |  | $                       | 0.15      |                       | $
|                                                                                    |  |                         |           |                       |  
|Weighted average common shares outstanding:                                         |  |                         |           |                       |  
|Basic                                                                               |  |                         | 6,070,835 |                       |  
|Diluted                                                                             |  |                         | 6,144,002 |                       |  

See notes to financial statements





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OPINION RESEARCH CORPORATION AND SUBSIDIARIESConsolidated Statements of Cash Flows(in thousands)(Unaudited)



|                                                                                  |  | Six Months EndedJune 30, |        
|--------------------------------------------------------------------------------- |  | ------------------------ | -------
|                                                                                  |  |                          |        
|                                                                                  |  | 2003                     |        
|                                                                                  |  |                          |        
|Cash flows from operating activities:                                             |  |                          |        
|Net income                                                                        |  | $                        | 1,653  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |        
|Depreciation and amortization                                                     |  |                          | 1,954  
|Cumulative effect of accounting change                                            |  |                          |       
|Non-cash interest expense                                                         |  |                          | 465    
|Change in:                                                                        |  |                          |        
|Accounts receivable                                                               |  |                          | (490   
|Other assets                                                                      |  |                          | (682   
|Accounts payable and accrued expenses                                             |  |                          | (654   
|Deferred revenues                                                                 |  |                          | (829   
|Other liabilities                                                                 |  |                          | 284    
|                                                                                  |  |                          |        
|Net cash provided by operating activities                                         |  |                          | 1,701  
|                                                                                  |  |                          |        
|Cash flows from investing activities:                                             |  |                          |        
|Payments for acquisitions                                                         |  |                          |       
|Capital expenditures                                                              |  |                          | (1,478 
|                                                                                  |  |                          |        
|Net cash (used in) investing activities                                           |  |                          | (1,478 
|                                                                                  |  |                          |        
|Cash flows from financing activities:                                             |  |                          |        
|Borrowings under line-of-credit agreements                                        |  |                          | 22,935 
|Repayments under line-of-credit agreements                                        |  |                          | (21,750
|Repayments of notes payable                                                       |  |                          | (3,000 
|Repayments under capital lease arrangements                                       |  |                          | (23    
|Proceeds from the issuance of capital stock and options                           |  |                          | 239    
|                                                                                  |  |                          |        
|Net cash (used in) financing activities                                           |  |                          | (1,599 
|                                                                                  |  |                          |        
|Effect of exchange rate changes on cash and cash equivalents                      |  |                          | 9      
|                                                                                  |  |                          |        
|Increase (decrease) in cash and cash equivalents                                  |  |                          | (1,367 
|Cash and cash equivalents at beginning of period                                  |  |                          | 2,549  
|                                                                                  |  |                          |        
|Cash and cash equivalents at end of period                                        |  | $                        | 1,182  
|                                                                                  |  |                          |        
|Non-cash investing and financing activities:                                      |  |                          |        
|Acquisition of equipment under capital lease                                      |  | $                        | 244    
|                                                                                  |  |                          |        

See notes to financial statements





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OPINION RESEARCH CORPORATION AND SUBSIDIARIESNotes to Consolidated Financial StatementsJune 30, 2003(Unaudited)(in
thousands, except shares and per share data)

NOTE A - 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 six-month period ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to
the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries Annual Report on Form 10-K for the year ended December 31, 2002.

NOTE B  RECENT ACCOUNTING PRONOUNCEMENT

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46,Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51(the Interpretation). The interpretation requires the
consolidation of entities in which an enterprise absorbs a majority of the entitys expected losses, receives a majority of the entitys expected residual returns, or both, as a result of ownership, contractual or other financial interests
in the entity. Currently, entities are generally consolidated by an enterprise when it has a controlling financial interest through ownership of a majority voting interest in the entity.

During 2001, the Company formed a joint venture (the Joint Venture) with a third party for the purpose of developing new research-based products. In 2003, the Company contributed $469 in services and cash
and, since inception, has contributed an aggregate of $1,624. The Company does not control the Joint Venture, and all amounts funded to date have been expensed.

The Company is
currently evaluating the effects of the issuance of the Interpretation on the accounting for its ownership interest in the Joint Venture and, upon adoption of the Interpretation, the Company does not expect any significant impact on the
Companys results of operations, financial position or cash flows.





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In May 2003, the FASB issued Statement No. 150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities
and Equity. Statement 150 requires that certain financial instruments with characteristics of both liabilities and equity, including mandatorily redeemable financial instruments, be classified as a liability. Any amounts paid
or to be paid to holders of these financial instruments in excess of the initial measurement amount shall be reflected in interest cost. FAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise shall
be effective at the beginning of the first interim period beginning after June 15, 2003. Adoption of FAS 150 is not expected to have any impact on the Companys results of operations, financial position or cash flows.

NOTE C - CREDIT FACILITY

In February 2003, the Company completed an amendment to its senior credit facility (the
February Amendment) which reduced the amount available under the revolving credit facility from $19,000 to $16,500 and amended certain future covenants to be less restrictive. Additionally, the February Amendment provides for an increase
in the interest rate by 50 basis points to LIBOR plus 375 basis points or the financial institutions designated base rate plus 250 basis points. As of June 30, 2003 the Company had approximately $2,300 of credit available under the senior
credit facility as amended. In conjunction with the February Amendment, the Company also amended its subordinated debenture to increase the coupon rate from 12% to 12.5% and amended certain future covenants to be less restrictive.

The Company is required to maintain certain financial covenants under its senior credit facility, such as minimum earnings, debt-to-earnings, interest coverage and other financial ratios. As
is customary, this credit facility, which will mature on June 1, 2004, may be accelerated if the Company is unable to meet various financial covenants. For the measuring period ended June 30, 2003, the Company was not in compliance with two of the
existing covenants; such non-compliance was waived by the lenders in July 2003. In conjunction with the waiver, the Company also amended certain covenants for the measuring period ending September 30, 2003 to be less restrictive (the July
Amendment). Total costs incurred for the waiver and the amendment were $495. The July Amendment does not revise the compliance requirements for the measuring period ending December 31, 2003, and it is the Companys intention to refinance
its credit facilities, including amending future financial covenants, during the fourth quarter of 2003.

NOTE D - STOCK-BASED COMPENSATION

The Company accounts for its employee stock option plans under Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees(APB 25) and related interpretations. The Company has adopted the disclosure-only provisions of Statement 123,Stock-Based Compensationand Statement 148,Accounting
for Stock-Based Compensation Transition and Disclosure, which was releasedin December 2002 as an amendment of
Statement 123.





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The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all stock option
awards:



|                                                                                                                                      |  | Three MonthsEnded June 30, |      | Six MonthsEnded June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---- | ------------------------ | -
|                                                                                                                                      |  |                            |      |                          |  
|                                                                                                                                      |  | 2003                       |      | 2002                     |  
|                                                                                                                                      |  |                            |      |                          |  
|Net income  as reported                                                                                                              |  | $                          | 920  |                          | $
|Add: stock-based employee compensation expense included in reported net income, net of related tax effects                            |  |                            |     |                          |  
|Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax
effects |  |                            | (101 | )                        |  
|                                                                                                                                      |  |                            |      |                          |  
|Net income  pro forma                                                                                                                |  | $                          | 819  |                          | $
|                                                                                                                                      |  |                            |      |                          |  
|Basic earnings per share  as reported                                                                                                |  | $                          | .15  |                          | $
|Basic earnings per share  pro forma                                                                                                  |  | $                          | .13  |                          | $
|Diluted earnings per share - as reported                                                                                              |  | $                          | .15  |                          | $
|Diluted earnings per share - pro forma                                                                                                |  | $                          | .13  |                          | $

The fair value of each option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions:



|                                |  | 2003    |         | 2002 |  
|------------------------------- |  | ------- | ------- | ---- | -
|                                |  |         |         |      |  
|                                |  |         |         |      |  
|Expected dividend yield         |  | 0       | %       | 0    | %
|Expected stock price volatility |  | 53.5    | %       | 53.4 | %
|Risk-free interest rate         |  | 3.97    | %       | 3.80 | %
|Expected life of options        |  | 7 years | 7 years

No options were granted during the three months ended June 30,
2003 and 2002. The weighted average fair value of options granted during the six months ended June 30, 2003 and 2002 was $3.10 and $3.29 per share, respectively.





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NOTE E - GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying
value of goodwill as of June 30, 2003 are as follows:



|                                            |  | U.S.MarketResearch |       | U.K.MarketResearch |   | Teleservices |  | SocialResearch |        | Other |   | Consolidated | 
|------------------------------------------- |  | ------------------ | ----- | ------------------ | - | ------------ |  | -------------- | ------ | ----- | - | ------------ | 
|                                            |  |                    |       |                    |   |              |  |                |        |       |   |              | 
|Balance at January 1, 2003                  |  | $                  | 8,983 |                    | $ | 2,556        |  | $              | 15,530 |       | $ | 21,188       | 
|Reclassification between reporting entities |  |                    | (593  | )                  |   |             |  |                |       |       |   | 593          | 
|Foreign currency translation                |  |                    |      |                    |   | 83           |  |                |       |       |   |             | 
|Balance at June 30, 2003                    |  | $                  | 8,390 |                    | $ | 2,639        |  | $              | 15,530 |       | $ | 21,781       | 
|                                            |  |                    |       |                    |   |              |  |                |        |       |   |              | 

The Companys intangible assets consist of the following:



|                                           |  |   | June30,2003 |   |   | December31,2002 |  
|------------------------------------------ |  | - | ----------- | - | - | --------------- | -
|                                           |  |   |             |   |   |                 |  
|Intangible assets subject to amortization: |  |   |             |   |   |                 |  
|Customer lists                             |  | $ | 3,714       |   | $ | 3,705           |  
|Non-competition agreements                 |  |   | 1,548       |   |   | 1,533           |  
|Backlog                                    |  |   | 1,350       |   |   | 1,350           |  
|Other                                      |  |   | 495         |   |   | 497             |  
|                                           |  |   |             |   |   |                 |  
|                                           |  |   | 7,107       |   |   | 7,085           |  
|Accumulated amortization                   |  |   | (6,148      | ) |   | (5,855          | )
|                                           |  |   |             |   |   |                 |  
|                                           |  | $ | 959         |   | $ | 1,230           |  
|                                           |  |   |             |   |   |                 |  

Amortization of intangible assets was $277 for the six months ended June 30, 2003 and $493 for the
six months ended June 30, 2002, respectively. The estimated aggregate amortization expense for the remaining of 2003 and each of the five succeeding years is as follows:



|2003 |  | $ | 273 | 
|---- |  | - | --- | 
|2004 |  |   | 312 | 
|2005 |  |   | 166 | 
|2006 |  |   | 15  | 
|2007 |  |   | 15  | 
|2008 |  |   | 15  | 







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NOTE F - EARNINGS PER SHARE

The following table sets forth the computation of
basic and diluted earnings per share:



|                                                                       |  | ThreeMonthsEndedJune30, |  | SixMonthsEndedJune30, | 
|---------------------------------------------------------------------- |  | ----------------------- |  | --------------------- | 
|                                                                       |  |                         |  |                       | 
|                                                                       |  | 2003                    |  | 2002                  | 
|                                                                       |  |                         |  |                       | 
|Numerator:                                                             |  |                         |  |                       | 
|Income before cumulative effect of accounting change                   |  | $920                    |  | $977                  | 
|                                                                       |  |                         |  |                       | 
|Numerator for basic and diluted earningsper share                      |  | $ 920                   |  | $977                  | 
|                                                                       |  |                         |  |                       | 
|Denominator:                                                           |  |                         |  |                       | 
|Denominator for basic earnings per share,                              |  |                         |  |                       | 
|Weighted-average shares                                                |  | 6,071                   |  | 5,939                 | 
|Effect of dilutive stock options                                       |  | 73                      |  | 182                   | 
|                                                                       |  |                         |  |                       | 
|Denominator for diluted earnings per share                             |  |                         |  |                       | 
|Adjusted weighted-average shares                                       |  | 6,144                   |  | 6,121                 | 
|                                                                       |  |                         |  |                       | 
|Income before cumulative effect of accounting change per common share: |  |                         |  |                       | 
|Basic earnings per share                                               |  | $0.15                   |  | $0.16                 | 
|                                                                       |  |                         |  |                       | 
|Diluted earnings per share                                             |  | $0.15                   |  | $0.16                 | 
|                                                                       |  |                         |  |                       | 

NOTE G - COMPREHENSIVE INCOME

The Companys comprehensive income for the three and six months ended June 30, 2003 and 2002, are set forth in the following table:



|                                        |  | ThreeMonthsEndedJune30, |       | SixMonthsEndedJune30, |  
|--------------------------------------- |  | ----------------------- | ----- | --------------------- | -
|                                        |  |                         |       |                       |  
|                                        |  | 2003                    |       | 2002                  |  
|                                        |  |                         |       |                       |  
|Net income                              |  | $                       | 920   |                       | $
|Other comprehensive gain:               |  |                         |       |                       |  
|Foreign currency translation adjustment |  |                         | 516   |                       |  
|                                        |  |                         |       |                       |  
|Comprehensive income                    |  | $                       | 1,436 |                       | $
|                                        |  |                         |       |                       |  







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NOTE H - SEGMENTS

The Companys operations by business segments for the
three and six months ended June 30, 2003 and 2002, are presented in the table below. For both periods presented, the U.S. market research segment included unallocated corporate headquarters related expenses.



|                                                                                    |  | U.S.MarketResearch |        | U.K.MarketResearch |   | Teleservices |  | SocialResearch |       | TotalSegments |   | Other  |  | Consolidated |       
|----------------------------------------------------------------------------------- |  | ------------------ | ------ | ------------------ | - | ------------ |  | -------------- | ----- | ------------- | - | ------ |  | ------------ | ------
|                                                                                    |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Three months ended June 30, 2003:                                                   |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Revenues from external customers                                                    |  | $                  | 7,091  |                    | $ | 4,485        |  | $              | 3,295 |               | $ | 30,190 |  | $            | 45,061
|Operating income (loss)                                                             |  |                    | (232   | )                  |   | 190          |  |                | 332   |               |   | 2,847  |  |              | 3,137 
|Interest and other non-operating expenses, net                                      |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Income before provision for income taxes and cumulative effect of accounting change |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|                                                                                    |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Three months ended June 30, 2002:                                                   |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Revenues from external customers                                                    |  | $                  | 8,451  |                    | $ | 4,530        |  | $              | 4,502 |               | $ | 26,825 |  | $            | 44,308
|Operating income (loss)                                                             |  |                    | (872   | )                  |   | 149          |  |                | 850   |               |   | 2,660  |  |              | 2,787 
|Interest and other non-operating expenses, net                                      |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Income before provision for income taxes and cumulative effect of accounting change |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|                                                                                    |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Six months ended June 30, 2003:                                                     |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Revenues from external customers                                                    |  | $                  | 13,675 |                    | $ | 9,097        |  | $              | 6,684 |               | $ | 57,995 |  | $            | 87,451
|Operating income (loss)                                                             |  |                    | (1,210 | )                  |   | 376          |  |                | 589   |               |   | 5,857  |  |              | 5,612 
|Interest and other non-operating expenses, net                                      |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Income before provision for income taxes and cumulative effect of accounting change |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|                                                                                    |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Six months ended June 30, 2002:                                                     |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Revenues from external customers                                                    |  | $                  | 16,891 |                    | $ | 9,300        |  | $              | 8,598 |               | $ | 50,832 |  | $            | 85,621
|Operating income (loss)                                                             |  |                    | (1,585 | )                  |   | 384          |  |                | 1,350 |               |   | 5,131  |  |              | 5,280 
|Interest and other non-operating expenses, net                                      |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       
|Income before provision for income taxes and cumulative effect of accounting change |  |                    |        |                    |   |              |  |                |       |               |   |        |  |              |       





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##### Table of Contents

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

(dollars in thousands)

The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the Companys interim financial
statements and notes thereto, which appear elsewhere in this Quarterly Report on Form 10-Q, and the Companys audited financial statements and the MD&A contained in the Companys Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 21, 2003 (the Form 10-K). The following discussion contains forward-looking statements that involve risks and uncertainties. The words may, could, believe,
expect, anticipate, or intend and similar expressions and phrases are intended to identify forward-looking statements. As a result of many factors, including the factors set forth under the caption
Forward-Looking Statements in the Form 10-K, the Companys actual results may differ materially from those anticipated in these forward-looking statements.

Results of Operations - Second Quarter 2003 as Compared to Second Quarter 2002

Revenues for the second quarter of 2003 increased $704, or 2%, to $45,481 from $44,777
in 2002. Revenues increased $3,365, or 13%, in the Companys social research business. Revenues declined $1,360, or 16%, in U.S. market research, $1,207, or 27%, in the teleservices business and $45, or 1%, in U.K. market research. In all
cases, the increase or decrease in revenues in the various operating segments is due to higher or lower demand for services, with approximately $1,400 of the decline in U.S. market research revenues arising from the reduced scope of two client
contracts and $100 from the non-renewal of a client contract offset by increased revenues from other client contracts. For U.K. market research, the decline of the U.S. dollar relative to the U.K. pound increased revenues by $433.

Cost of revenues increased $1,289, or 4%, from $30,657 in 2002 to $31,946 in 2003. Gross profit as a percentage of revenues decreased from 32% in 2002 to 30% in 2003. For the social research
business, cost of revenues increased 13% from $19,850 in 2002 to $22,397 in 2003 and the gross profit percentage remained constant at 26% for both 2003 and 2002. In U.S. market research, cost of revenues decreased 11% from $5,410 in 2002 to $4,818
in 2003 and the gross profit percentage decreased from 36% in 2002 to 32% in 2003 reflecting higher subcontracting costs and reduced efficiencies. For U.K. market research, cost of revenues decreased 9% from $2,864 in 2002 to $2,619 in 2003 and the
gross profit percentage increased from 37% in 2002 to 42% in 2003, reflecting lower subcontracting expenses and improved efficiencies. In the teleservices business, cost of revenues decreased 26% from $2,288 in 2002 to $1,684 in 2003 and the gross
profit percentage remained stable at 49% for both 2003 and 2002. For U.K. market research, the decline of the U.S. dollar relative to the U.K. pound increased cost of revenues by $253.

Selling, general and administrative expenses (SG&A) decreased $542, or 5%, to $9,676 in the second quarter of 2003 from $10,218 in the second quarter of 2002. As a percentage of revenues, consolidated SG&A decreased from
23% in 2002 to 21% in 2003, reflecting improved efficiencies from cost cutting efforts in U.S. market research, partially offset by the





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##### Table of Contents

increase in SG&A in social research and U.K. market research which was due to exchange rate fluctuations.

Depreciation and amortization expense decreased by $126, or 11%, to $1,008 in the second quarter of 2003 from $1,134 in the second quarter of 2002. The decrease is principally due to certain fixed and intangible assets
which were fully depreciated or amortized by the end of 2002.

Interest and other non-operating expenses were $1,138 for both 2003 and 2002, reflecting a reduction in interest
expense of $52 in the second quarter of 2003 due to lower debt level offset by a decrease in non-operating income as compared to the same period in 2002.

The provision for
income taxes increased $140, or 21%, to $793 in the second quarter of 2003 from $653 in the second quarter of 2002. The increase is principally due to the elimination of tax benefits on operating losses in certain states and in Asia.

As a result of all of the above, net income decreased to $920 in the second quarter of 2003 from $977 in the second quarter of 2002.

Results of Operations - Six Months Year-to-Date 2003 as Compared to Six Months Year-to-Date 2002

Revenues for the first six months of 2003
increased $1,417, or 2%, to $88,645 from $87,228 in 2002. Revenues increased $7,163, or 14%, in the Companys social research business. Revenues declined $3,216, or 19%, in U.S. market research, $1,914, or 22%, in the teleservices business and
$203, or 2%, in U.K. market research. In all cases, the increase or decrease in revenues in the various operating segments is due to higher or lower demand for services, with approximately $2,300 of the decline in U.S. market research revenues
arising from the reduced scope of two client contracts and $300 from the non-renewal of a client contract. For U.K. market research, the decline of the U.S. dollar relative to the U.K. pound increased revenues by $945.

Cost of revenues increased $1,951, or 3%, from $59,801 in 2002 to $61,752 in 2003. Gross profit as a percentage of revenues decreased from 31% in 2002 to 30% in 2003. For the social research business,
cost of revenues increased 15% from $37,089 in 2002 to $42,645 in 2003 and the gross profit percentage decreased from 27.0% in 2002 to 26.5% in 2003, reflecting increased subcontracting and reimbursable expenses partially offset by improved
efficiencies. In U.S. market research, cost of revenues decreased 17% from $11,206 in 2002 to $9,328 in 2003 and the gross profit percentage decreased from 34% in 2002 to 32% in 2003 reflecting reduced efficiencies. For U.K. market research, cost of
revenues decreased 9% from $5,951 in 2002 to $5,416 in 2003 and the gross profit percentage increased from 36% in 2002 to 40% in 2003, reflecting lower subcontracting expenses and improved efficiencies. In the teleservices business, cost of revenues
decreased 22% from $4,456 in 2002 to $3,462 in 2003 and the gross profit percentage remained constant at 48% for both 2003 and 2002. For U.K. market research, the decline of the U.S. dollar relative to the U.K. pound increased cost of revenues by
$563.





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##### Table of Contents

Selling, general and administrative expenses (SG&A) decreased $226, or 1%, to $19,650 in the first six months of 2003 from $19,876 in the
first six months of 2002. As a percentage of revenues, consolidated SG&A decreased from 23% in 2002 to 22% in 2003, reflecting improved efficiencies from cost cutting efforts in U.S. market research, partially offset by the increase in SG&A
in social research and U.K. market research which was principally due to exchange rate fluctuations.

Depreciation and amortization expense decreased by $329, or 14%, to $1,954 in
the first six months of 2003 from $2,283 in the first six months of 2002. The decrease is principally due to certain fixed and intangible assets which were fully depreciated or amortized by the end of 2002.

Interest and other non-operating expenses decreased by $12, or 1%, to $2,311 in the first six months of 2003 from $2,323 in the first six months of 2002. The decline is principally due to the decrease in interest
expense of $93, partially offset by an increase in other non-operating expenses.

The provision for income taxes increased $146, or 12%, to $1,325 in the first six months of 2003
from $1,179 in the same period of 2002. The increase is principally due to the elimination of tax benefits on operating losses in certain states and in Asia.

With the adoption
of Statement 142 on January 1, 2002, the Company recorded as a cumulative effect of a change in accounting principle, goodwill impairment related to the Companys Mexican subsidiary of $292, or $(0.05) per share, in the first quarter of
2002.

As a result of all of the above, net income increased to $1,653 in the first six months of 2003 from $1,474 in the first six months of 2002.

Liquidity and Capital Resources

Net cash provided by operating activities for the first six months of 2003 was $1,701 as
compared to net cash provided by operating activities of $3,002 in the first six months of 2002. For the first six months ended June 30, 2003, the net cash provided by operating activities was primarily generated by net income, after adjusting for
depreciation and amortization and other non-cash items, totaling $4,072, an increase of $284 in other liabilities, offset by increases in accounts receivable of $490 and other assets of $682 and decreases in accounts payable and accrued expenses of
$654 and deferred revenues of $829. For the first six months ended June 30, 2002, the net cash provided by operating activities was primarily generated by net income, after adjusting for depreciation and amortization and other non-cash items,
totaling $4,398, a decrease in accounts receivable of $577 and an increase of $884 in payables and accrued expenses, offset by an increase in other assets of $693 and decreases in deferred revenue of $1,771 and other liabilities of $393.

Investing activities for the first six months of 2003 consisted of capital expenditures totaling $1,478. Investing activities for the first six months of 2002 included capital expenditures
of $934 and an acquisition related payment of $46.





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##### Table of Contents

Financing activities included a net reduction in borrowings during the first six months of 2003 totaling $1,815 and proceeds from the sale of the
Companys common stock under the Companys various stock purchase plans of $239. This compares to a net reduction in borrowings of $2,269 and proceeds of $407 from the sale of common stock and the
exercises of stock options in the first six months of 2002.

In February 2003, the Company completed an amendment to its senior credit facility (the February
Amendment) which reduced the amount available under the revolving credit facility from $19,000 to $16,500 and amended certain future covenants to be less restrictive. Additionally, the February Amendment provides for an increase in the
interest rate by 50 basis points to LIBOR plus 375 basis points or the financial institutions designated base rate plus 250 basis points. As of June 30, 2003 the Company had approximately $2,300 of credit available under the senior credit
facility as amended. In conjunction with the February Amendment, the Company also amended its subordinated debenture to increase the coupon rate from 12% to 12.5% and amended certain future covenants to be less restrictive.

The Company is required to maintain certain financial covenants under its senior credit facility, such as minimum earnings, debt-to-earnings, interest coverage and other financial ratios. As is
customary, this credit facility, which will mature on June 1, 2004, may be accelerated if the Company is unable to meet various financial covenants. For the measuring period ended June 30, 2003, the Company was not in compliance with two of the
existing covenants; such non-compliance was waived by the lenders in July 2003. In conjunction with the waiver, the Company also amended certain covenants for the measuring period ending September 30, 2003 to be less restrictive (the July
Amendment). Total costs incurred for the waiver and the amendment were $495. The July Amendment does not revise the compliance requirements for the measuring period ending December 31, 2003, and it is the Companys intention to refinance
its credit facilities, including amending future financial covenants, during the fourth quarter of 2003.

The Company entered into a joint venture agreement during 2001 for the
purpose of developing new research-based products. In 2003, the Company contributed $469 in services and cash and, since inception, has contributed an aggregate of $1,624. All amounts funded to date have been expensed.

There are no material capital expenditure commitments and no acquisition related commitments. The Company has no off-balance sheet financing arrangements. The Company believes that its current sources
of liquidity and capital will be sufficient to fund its long-term obligations and working capital needs in 2003 and intends to refinance its credit facilities during 2003.





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##### Table of Contents

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no significant changes in market risk since December 31, 2002 that would
have a material effect on the Companys risk exposure as previously disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2002. The following table provides information about the financial instruments of the
Company that are sensitive to changes in interest rates. For debt obligations, the table presents principal cash flows and related weighted average interest rates as of June 30, 2003 by expected maturity dates.



|                                          |  | Interest Rate SensitivityPrincipal Amount by Expected MaturityAverage Interest Rate |      
|----------------------------------------- |  | ----------------------------------------------------------------------------------- | -----
|                                          |  |                                                                                     |      
|                                          |  | 2003                                                                                |      
|                                          |  |                                                                                     |      
|Liabilities                               |  |                                                                                     |      
|Long-term debt including current portion: |  |                                                                                     |      
|Variable rate debt                        |  | $                                                                                   | 3,000
|Average interest rate                    |  |                                                                                     |      
|LIBOR+3.75%                               |  |                                                                                     |      
|Fixed rate debt  12.5%                   |  |                                                                                     |     
|                                          |  |                                                                                     |      

ITEM 4.CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer (CEO), and Chief Financial Officer (CFO), of the effectiveness of the Companys disclosure controls and procedures as of June 30, 2003. Based on that
evaluation, the Companys management, including the CEO and CFO, concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as specified in the Securities and Exchange Commissions rules and forms. There has been no significant change in the Companys internal
control over financial reporting 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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##### Table of Contents

PART II: OTHER INFORMATION

Item
1.Legal Proceedings

None.

Item 2.Changes in Securities and Use of Proceeds

None.

Item 3.Defaults upon Senior Securities

None.

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

The Annual Meeting of Stockholders of the Company was
held on May 13, 2003 at the Companys headquarters for the following purposes:

| | 1. | To elect a Director to serve until the 2006 Annual Meeting of Stockholders of the Company and until his successor has been duly elected and qualified. The nominee was approved by the following
votes:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Frank J. Quirk



|Votes For |  | Votes Withheld | 
|--------- |  | -------------- | 
|          |  |                | 
|3,957,974 |  | 469,328        | 

| | 2. | To ratify the appointment of Ernst & Young LLP as the Companys independent auditors for the year ending December 31, 2003. The matter was approved by the following votes:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|VotesFor  |  | VotesAgainst |  | Abstentions andBroker Non-Votes | 
|--------- |  | ------------ |  | ------------------------------- | 
|          |  |              |  |                                 | 
|4,009,374 |  | 417,218      |  | 600                             | 

Item 5.Other Information

None.





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##### Table of Contents

Item 6.Exhibits and Reports on Form 8-K

a)Exhibits



|10.1 | Waiver and Tenth Amendment to Credit Agreement dated July 24, 2003 among Opinion Research Corporation, ORC Inc., and Heller Financial, Inc.                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                
|10.2 | Lease Agreement dated May 19, 2003 between Peregrine Investment Partners - I and Opinion Research Corporation.                                                                 
|     |                                                                                                                                                                                
|31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|     |                                                                                                                                                                                
|31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 
|     |                                                                                                                                                                                
|32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                             
|     |                                                                                                                                                                                
|32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                             
|     |                                                                                                                                                                                

b)Reports on Form 8-K

The Company filed a current report on Form 8-K on
April 29, 2003 pursuant to Item 9 and Item 12 relating to the announcement of earnings for the quarter ended March 31, 2003 (including unaudited financial information).

The Company filed a current report on Form 8-K on July 29, 2003 pursuant to Item 12 relating to the announcement of earnings for the quarter ended June 30, 2003 (including unaudited financial information).





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##### Table of Contents

SIGNATURE

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



| |  |  |                             
| |  |  | ----------------------------
| |  |  | Opinion Research Corporation
| |  |  |                             
| |  |  | (Registrant)                



|                       |  |  |                                                                                                     
|---------------------- |  |  | ----------------------------------------------------------------------------------------------------
|Date:  August 13, 2003 |  |  | /s/ DOUGLASL.COX                                                                                    
|                       |  |  |                                                                                                     
|                       |  |  | Douglas L. CoxExecutiveVicePresidentandChiefFinancialOfficer(PrincipalFinancialandAccountingOfficer)